SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

MID AM, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

MID AM, INC.
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

- --------------------------------------------------------------------------------

NOTICE OF
ANNUAL MEETING
PROXY STATEMENT
&
ANNUAL REPORT
SUPPLEMENT

MID AM, INC.

MID AM, INC. LOGO

221 South Church Street
Bowling Green, Ohio 43402

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Mid Am, Inc.: February 21, 1997

The Annual Meeting of Shareholders of Mid Am, Inc. (the "Company") will be held
at The Toledo Club in the Corinthian Room, Madison at 14th Street, Toledo, Ohio
on April 11, 1997 at 10:00 a.m. for the purpose of considering and voting upon
the following matters:

1. The election of seven Class III Directors to serve until the annual
meeting of shareholders in 2000.

2. The transaction of such other business as may properly come before the
meeting or any adjournment thereof.

Shareholders of record at the close of business on February 11, 1997, are
entitled to notice of and to vote at the Annual Meeting of Shareholders. The
Annual Report of the Company, the Proxy Statement and Annual Report Supplement,
including financial statements for the year ended December 31, 1996, have been
mailed to all shareholders with this Notice of Annual Meeting.

By Order of the Board of Directors

/s/Marci L. Klumb
MARCI L. KLUMB
Secretary

YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT AT YOUR EARLIEST CONVENIENCE. IF
YOUR STOCK IS HELD IN MORE THAN ONE NAME, ALL PARTIES MUST SIGN THE PROXY FORM.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL
IDENTIFIED ABOVE.

Mid Am, Inc.
221 South Church Street
Bowling Green, Ohio 43402

PROXY STATEMENT

GENERAL INFORMATION

The Board of Directors of Mid Am, Inc. (the "Company") is soliciting
proxies to be voted at the Annual Meeting of Shareholders (the "Annual Meeting")
to be held on April 11, 1997, at 10:00 a.m. at The Toledo Club, Corinthian Room,
Madison at 14th Street, Toledo, Ohio. At the close of business on February 11,
1997, there were 20,924,753 shares of common stock of the Company, without par
value ("Common Stock") outstanding, each of which is entitled to one vote on
matters acted upon at the Annual Meeting.

Any shareholder executing a proxy has the right to revoke it prior to its
exercise, by written notice delivered to the Secretary of the Company, by
subsequently dated proxy, or by voting in person at the Annual Meeting any time
prior to its exercise. The shares will be voted in accordance with the direction
of the shareholder as specified in the proxy. In the absence of instructions,
the proxy will be voted for the election of the Class III Directors. The proxy
confers discretionary authority on the proxy holders as to any other matter that
may properly come before the Annual Meeting. Shareholders do not have the right
to cumulate votes in the election of directors.

The solicitation of proxies on the enclosed form is made on behalf of the
Board of Directors of the Company. All costs associated with the solicitation
will be paid for by the Company. The Company does not intend to solicit proxies
other than by use of the mails, but certain officers and employees of the
Company or its subsidiaries may personally solicit proxies, without additional
compensation. In addition to the solicitation of proxies by mail, the Company
will request that banks, brokers and other record holders send proxies and proxy
materials to the beneficial owners of Common Stock to obtain necessary voting
instructions. The Company may reimburse them for their reasonable expenses in
doing so. The proxy materials are first being mailed to shareholders on February
21, 1997.

ELECTION OF DIRECTORS

Under the Code of Regulations of the Company, the Board of Directors is
divided into three classes, designated as Class I, Class II and Class III. Each
class consists of approximately one-third of the total number of directors, as
fixed from time to time by the Board of Directors. Directors serve staggered
three-year terms so that directors of only one class are elected at each annual
meeting of shareholders.

On July 16, 1996, the Board of Directors acknowledged the retirement of
Board member Charles G. Hilbert, and on December 30, 1996, the Board of
Directors acknowledged the retirement of Board member Blair D. Miller. The
Company wishes to acknowledge the generous service of Messrs. Hilbert and
Miller, each of whom has served on the Board of Directors since the Company's
formation in 1988. As of the date of this Proxy Statement, no vacancies exist in
the Company's Board of Directors.

At the Annual Meeting, the shareholders will be asked to elect as Class III
Directors the seven persons listed below, all of whom are presently serving as
Class III Directors of the Company. If any of the Company's nominees are unable
to serve, which is not now contemplated, the proxies will be voted for such
substitute nominee(s) as the Board of Directors recommends. Unless otherwise
specified in any proxy, the proxies solicited hereby will be voted in favor of
the nominees named below or any substitutes. In accordance with the Company's
Code of Regulations and Ohio law, the nominees receiving the greatest number of
votes shall be elected to serve as Class III Directors.

INFORMATION AS TO NOMINEES

The following information is provided with respect to each Class III
Director, all of whom are nominees for re-election at the Annual Meeting.

CLASS III DIRECTORS -- TERM EXPIRES 2000

[CAPTION]

- -----------------------------------------------------------------------------------------------------
Shares of Common Stock
Beneficially Owned
December 31, 1996 (1)
- -----------------------------------------------------------------------------------------------------
Director of
Name, Age & Principal Company Amount % of
Occupation During Past 5 Years Since (2) Class

- -----------------------------------------------------------------------------------------------------
James F. Bostdorff, 59................................. 1988 21,516 .10%
Farmer -- Self employed
David A. Bryan, 49..................................... 1991 16,677 .08
Partner in the law firm of Wasserman, Bryan, Landry &
Honold
Harry W. Kessler, 69................................... 1988 18,723 .09
Retired; formerly Clerk, Toledo Municipal Court
Edward J. Reiter, 57................................... 1988 204,647 .98
Chairman and CEO, Mid Am, Inc.; formerly Chairman, Mid
American National Bank and Trust Company (Mid Am Bank)
Emerson J. Ross, Jr., 55............................... 1988 27,259 .13
Manager of Corporate Community Relations, Owens
Corning, a manufacturer of building materials and
composite products
C. Gregory Spangler, 56................................ 1993 27,745 .13
Chairman and CEO, Spangler Candy Company, a
manufacturer of candy products
Jerry L. Staley, 64.................................... 1988 129,387 .62
Retired; formerly Senior Vice President, Mid Am Bank
- -----------------------------------------------------------------------------------------------------

INFORMATION AS TO DIRECTORS WHOSE TERM OF OFFICE CONTINUES

The following information is provided with respect to incumbent Class I and
Class II Directors who are not nominees for election at the Annual Meeting.

CLASS I DIRECTORS -- TERM EXPIRES 1998

[CAPTION]

- -----------------------------------------------------------------------------------------------------
Gerald D. Aller, 59.................................... 1988 82,233 .39%
President, Aller's Pharmacy, Inc., a retail pharmacy
Walter L. Lamb, Jr., 50................................ 1991 9,732 .05
Chairman, Mid-States Container Corp., a manufacturer of
specialty packaging
James E. Laughlin, 67.................................. 1993 76,287 .37
Retired; former Chairman and CEO, AmeriFirst Bank, N.A.
Thomas S. Noneman, 56.................................. 1988 55,640 .27
President, Tomco Plastic, Inc., a custom plastic
injection molding manufacturer
Douglas J. Shierson, 55................................ 1995 166,930 .80
Private Investor
Robert E. Stearns, DDS, 57............................. 1988 36,839 .18
President, Dr. Stearns -- Dr. Zouhary, DDS, Inc.
- -----------------------------------------------------------------------------------------------------

CLASS II DIRECTORS -- TERM EXPIRES 1999

- ---------------------------------------------------------------------------------------------------------
Shares of Common Stock
Beneficially Owned
December 31, 1996 (1)
- ---------------------------------------------------------------------------------------------------------
Director of
Name, Age & Principal Company Amount % of
Occupation During Past 5 Years Since (2) Class

- ---------------------------------------------------------------------------------------------------------
Wayne E. Carlin, 65.................................. 1988 74,310 .36%
President, Carlin Farms, Inc.
David R. Francisco, 50............................... 1988 68,395 .33
President and COO, Mid Am, Inc.; formerly CEO, Mid Am
Bank
D. James Hilliker, 49................................ 1995 75,045 .36
Vice President, Better Food Systems, Inc., a company
that owns and operates Wendy's Restaurant franchises
Marilyn O. McAlear, 61............................... 1988 30,234 .14
Vice President and Treasurer, Service Spring Corp., a
manufacturer of spring products
Richard G. Tessendorf, 54............................ 1993 64,599 .31
Owner and CEO, R.I.C. Security Consultants &
Services, Inc., and R.I.C. Alarms, Inc., service
companies that assist corporations with their
security needs
Donald D. "Pete" Thomas, 59.......................... 1988 29,683 .14
President, Thomas Farms, Inc.
All Directors and Executive Officers as a group (42
persons)........................................... 1,914,848 9.17%
- ---------------------------------------------------------------------------------------------------------

(1) Includes shares held in the name of spouses, minor children, certain
relatives, trusts, estates and certain affiliated companies as to which
beneficial ownership may be disclaimed.

(2) The amounts shown represent the total shares owned outright by such
individuals together with shares issuable upon the exercise of currently
vested, but unexercised stock options. Specifically, the following
individuals have the right to acquire the shares indicated after their
names, upon the exercise of such stock options: Mr. Aller, 25,174; Mr.
Bostdorff, 12,805; Mr. Bryan, 10,411; Mr. Carlin, 22,802; Mr. Francisco,
38,788; Mr. Hilliker, 14,149; Mr. Kessler, 5,989; Mr. Lamb, 5,989; Mr.
Laughlin, 20,651; Mrs. McAlear, 17,637; Mr. Noneman, 22,970; Mr. Reiter,
52,751; Mr. Ross, 15,880; Mr. Shierson, 15,571; Mr. Spangler, 21,993; Mr.
Staley, 5,989; Mr. Stearns, 17,525; Mr. Tessendorf, 20,321; and Mr. Thomas,
16,437.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Based upon the information available to management of the Company, no
person beneficially owns more than 5% of the outstanding shares of Common Stock.
The Trust Department of Mid Am Bank holds Common Stock with sole or shared
voting authority in various fiduciary capacities. Mid Am Bank also serves as
trustee to the Company's Employee Stock Ownership Pension Plan (the "Pension
Plan"), Employee Stock Ownership and Savings Plan (the "Profit Sharing Plan")
and its Dividend Reinvestment and Stock Purchase Plan (under which voting rights
are passed through to participants), and in such capacity regularly purchases
shares of Common Stock from the Company, in the open market or in privately
negotiated transactions through independent third party purchasing agents. In
its fiduciary capacity, Mid Am Bank held 1,972,185 shares of the Company's
Common Stock on December 31, 1996, representing 9.44% of the outstanding shares
of Common Stock.

BOARD OF DIRECTORS
MEETINGS, COMMITTEES, FUNCTIONS, AND COMPENSATION

The Board of Directors of the Company met twelve times during 1996.
Committee meetings were scheduled as needed. All directors with the exception of
Mr. Hilbert attended at least 75% of the aggregate meetings of the Board of
Directors and the committees on which they served.

The Company does not have a standing Compensation Committee or Nominating
Committee. The functions of a compensation committee are served by the Special
Projects Committee, which annually reviews and approves levels of compensation
of the Company's senior officers and subsidiary presidents. The Special Projects
Committee members in 1996, all of whom are non-employee directors, were Messrs.
Aller, Bostdorff, Bryan, Lamb, Noneman, Spangler, Staley and Stearns, and Mrs.
McAlear. The Special Projects Committee met four times during 1996.

The Examination Committee approves and reviews the internal audit programs
of the Company and its subsidiaries, and reviews the results of the independent
accountant's audit. Members of the Examination Committee in 1996, all of whom
are non-employee directors, were Messrs. Carlin, Hilbert, Hilliker, Kessler,
Laughlin, Miller, Ross, Shierson, Tessendorf and Thomas. The Examination
Committee met six times during 1996.

Non-employee directors of the Company received an annual retainer in 1996
of $12,250, a fee of $375 for each Board of Directors meeting attended and a fee
of $200 for each committee meeting attended. In addition, the Mid Am, Inc. 1992
Stock Option Plan, as amended (the "Option Plan") provides for an automatic
grant to non-employee directors of the Company of non-qualified options to
acquire 998.25 shares of Common Stock in November of each year including 1996.
Directors who are employees of the Company are not compensated for their service
on the Board of Directors.

EXECUTIVE COMPENSATION

The following table is a summary of certain compensation awarded, paid to, or
earned by the Company's Chief Executive Officer and each of the other four most
highly compensated officers of the Company and its subsidiaries (the "Named
Executives") during each of the last three fiscal years.

SUMMARY COMPENSATION TABLE

- -------------------------------------------------------------------------------------------------------------
Long Term
Annual Compensation Compensation
- -------------------------------------------------------------------------------------------------------------
Securities
Securities Underlying
Underlying Elective
Salary Option Options All Other
Name/Title Year (1) Bonus Grants (2) (3) Compensation (4)

- -------------------------------------------------------------------------------------------------------------
Edward J. Reiter............. 1996 $385,000 $250,594 17,500 $66,225
Chairman & CEO 1995 373,000 133,123 22,000 6,454 46,365
Mid Am, Inc. 1994 313,000 72,900 9,680 30,039 38,835

David R. Francisco........... 1996 $300,000 $202,524 12,500 $51,860
President & COO 1995 291,000 104,290 16,500 4,023 34,319
Mid Am, Inc. 1994 241,000 56,134 7,260 22,572 29,013

Dennis L. Nemec.............. 1996 $189,000 $106,614 5,000 $33,060
Executive Vice President & CFO 1995 178,180 64,900 11,000 3,168 23,050
Mid Am, Inc. 1994 167,000 38,904 4,840 15,270 20,925

James F. Burwell............. 1996 $193,100 $ 90,346 4,000 $33,640
President & CEO 1995 178,100 89,183 3,469 3,219 22,461
First National Bank 1994 165,000 32,085 3,469 10,274 19,784
Northwest Ohio

Patrick A. Kennedy........... 1996 $190,500 $ 95,659 4,000 $34,136
President & CEO 1995 167,500 80,918 3,415 3,193 20,281
Mid Am Bank 1994 148,000 35,273 3,226 11,019 16,454
- -------------------------------------------------------------------------------------------------------------

(1) Included are amounts earned but deferred at the election of a Named
Executive, and amounts forfeited in exchange for Elective Options (defined
below) pursuant to the Company's Option Plan. The amount of compensation
forfeited in exchange for Elective Options is also reported in this table as
Securities Underlying Elective Options. (See footnote 3).

(2) Securities Underlying Option Grants represents options to acquire shares of
Common Stock granted as long-term incentive compensation under the Option
Plan. Options granted are adjusted for stock splits, stock dividends and
similar occurrences affecting all outstanding shares.

(3) Securities Underlying Elective Options represents stock options ("Elective
Options") granted on June 30, 1994, December 31, 1994 and December 31, 1995
in exchange for the Named Executive's voluntary forfeiture of a portion of
1994, 1995 and 1996 salary and/or director fees pursuant to the Option Plan.
Elective Options are adjusted for stock splits, stock dividends and similar
occurrences affecting all outstanding shares.

(4) In 1996, All Other Compensation consists of the maximum allowable
contributions under the 401(k) plan, Profit Sharing Plan and Pension Plan of
$4,500, $4,500 and $9,000, respectively; amounts paid or accrued under the
Company's Make Up Plan (Mr. Reiter, $44,175; Mr. Francisco, $31,268; Mr.
Nemec, $12,468; Mr. Burwell, $14,074; and Mr. Kennedy, $14,570); and group
term life insurance premiums paid by the Company (Mr. Reiter, $4,050; Mr.
Francisco, $2,592; Mr. Nemec, $2,592; Mr. Burwell, $1,566; and Mr. Kennedy,
$1,566).

STOCK OPTIONS

The following table sets forth information concerning 1996 grants to the Named
Executives of options to purchase Common Stock under the Option Plan.

OPTION GRANTS TABLE

- -------------------------------------------------------------------------------------------------------------------
Potential Realizable
Value at Assumed Rates
of Stock Price
Appreciation for
Option Term(2)
- -------------------------------------------------------------------------------------------------------------------
Number of
Securities % of
Underlying Total Exercise
Options Options Price Expiration
Name Granted(1) Granted Per Share Date 5% 10%

- -------------------------------------------------------------------------------------------------------------------
Edward J. Reiter..... 17,500 17.43% $17.875 11/21/06 $196,726 $498,543
David R. Francisco... 12,500 12.45 17.875 11/21/06 140,519 356,102
Dennis L. Nemec...... 5,000 4.98 17.875 11/21/06 56,207 142,441
James F. Burwell..... 4,000 3.98 17.875 11/21/06 44,966 113,953
Patrick A. Kennedy... 4,000 3.98 17.875 11/21/06 44,966 113,953
- -------------------------------------------------------------------------------------------------------------------

(1) Options were granted November 21, 1996, and vest in 20% increments over five
years. The option exercise price is not adjustable except for stock splits,
stock dividends and similar occurrences affecting all outstanding shares.

(2) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates set by the Securities and Exchange Commission and are not
intended to forecast possible future appreciation, if any, in the market
value of the Common Stock.

FISCAL YEAR-END OPTION VALUE TABLE

- ---------------------------------------------------------------------------------------------------------------------------
Number of Shares Value of
Underlying Unexercised
Unexercised Options In-the-Money
at 12/31/96 Options at 12/31/96
- ---------------------------------------------------------------------------------------------------------------------------
Shares Value
Acquired on Realized Exercisable Unexercisable Exercisable Unexercisable
Name Exercise(#) ($) (#) (#) ($) ($)

- ---------------------------------------------------------------------------------------------------------------------------
Edward J. Reiter...... 0 $0 52,751 44,900 $268,071 $99,808
David R. Francisco.... 0 0 38,788 33,050 202,103 74,862
Dennis L. Nemec....... 0 0 26,568 18,699 135,205 49,900
James F. Burwell...... 0 0 19,286 10,229 98,366 30,905
Patrick A. Kennedy.... 0 0 19,367 10,732 96,690 27,806
- ---------------------------------------------------------------------------------------------------------------------------

BENEFICIAL OWNERSHIP

- -------------------------------------------------------------------------------------------------
Shares of Common Stock
Beneficially Owned
December 31, 1996 (1)
- -------------------------------------------------------------------------------------------------
Name Number (2) Percent of Class

- -------------------------------------------------------------------------------------------------
Edward J. Reiter............................................ 204,647 .98%
David R. Francisco.......................................... 68,395 .33
Dennis L. Nemec............................................. 77,028 .37
James F. Burwell............................................ 47,350 .23
Patrick A. Kennedy.......................................... 46,004 .22
- -------------------------------------------------------------------------------------------------

(1) Includes shares held in the name of spouses, minor children, certain
relatives, trusts, estates and certain affiliated companies as to which
beneficial ownership may be disclaimed.

CHANGE IN CONTROL AGREEMENTS

To assure continuity of management and operations, the Company and its
subsidiaries have Change in Control Agreements (the "Agreements") with certain
of their executive officers. The Company has entered into an Agreement with each
of the Named Executives.

Pursuant to the Agreements, the Company and its subsidiaries may terminate
an executive officer's employment for any reason or for no reason, with or
without notice. The Agreements do not change the individual's status as
employees at will under the laws of the State of Ohio. In the event of
involuntary termination or diminution of status without cause after a change in
control (as defined), the executive officers are entitled to compensation
payable in a lump sum or monthly installments in the following multiples of the
individual's average total compensation for the immediately preceding two years:
(1) one and one-half times for all senior vice presidents of the Company; (2)
two times for all presidents and chief executive officers of the Company's
subsidiaries; and (3) two and one-half times for the Company's executive vice
presidents, President and Chief Executive Officer. If an individual has been
with the Company or a subsidiary for less than two years at the time of a change
in control, the amount payable under the Agreement will be based upon the
individual's average total compensation during the term of his or her
employment. The Company and its subsidiaries are not obligated to pay any amount
which is in excess of the then maximum amount which is deductible for federal
income tax purposes.

For purposes of the Agreements, a change in control is defined as, among
other occurrences, a merger or consolidation with or into any other corporation
where shareholders of the Company receive less than 50% of the shares of the
resulting corporation; certain situations involving the issuance, ownership, or
control of in excess of 24.99% of the outstanding Common Stock or assets of the
Company; or the removal, termination or retirement of more than 49% of the
members of the Board of Directors.

REPORT ON EXECUTIVE COMPENSATION

The compensation of executive officers of the Company and the presidents
and chief executive officers of each of its subsidiaries is reviewed and
established annually by the Special Projects Committee (the "Committee"), which
is comprised entirely of non-employee directors. The compensation of executive
officers of the subsidiaries, with the exception of each of their presidents and
chief executive officers, is established annually by the Boards of Directors of
the subsidiaries.

In 1995, the Company retained Towers Perrin, a nationally recognized
compensation and employee benefit consulting firm. Towers Perrin assisted the
Committee in analyzing the competitiveness of the Company's 1996 executive
compensation package as compared with similar organizations, to ensure that
compensation arrangements effectively support the Company's long-term business
strategy. The Company's compensation philosophy applicable to executive
officers, as implemented under the supervision of the Committee, is to enable
the Company to attract and retain qualified executives through competitive cash
compensation, to reward quality performance through incentive compensation, and
to encourage executives to manage the Company in a manner that maximizes long
term shareholder value through incentive stock option grants.

BASE SALARY

Base salaries for executive officers are set at levels competitive with
peer banking institutions and general industries, as applicable, and are
adjusted for individual performance. To develop peer groups for the Company and
its subsidiaries, Towers Perrin collected market pay data from surveys covering
the banking industry and applicable general industries. Towers Perrin then
analyzed the compensation of the Company's executive officers as compared with
compensation packages offered by U.S. companies of similar asset or revenue
size, as applicable.

The Committee believes that the Company's most direct competitors for
executive talent are not necessarily all of the companies that should be
included in a peer group established to compare shareholder returns. Therefore,
while certain members of the compensation peer group are included in the NASDAQ
Bank Index, the compensation peer group is not identical to the peer group index
in the Comparison of Five Year Cumulative Total Return graph included in this
Proxy Statement.

ANNUAL INCENTIVE COMPENSATION

Corporate-wide incentive compensation awards play a key role in
implementing the Company's strategy of attracting and retaining qualified
executive officers, by rewarding quality performance. Annual incentive
compensation is based on short-term performance, and is comprised of the
Company's cash incentive compensation plan and the Profit Sharing Plan.

Incentive plan cash awards are based upon (1) achievement of Company or
subsidiary return on equity ("ROE") and return on assets goals, which are
established annually by the Boards of Directors of the Company and its
subsidiaries; (2) achievement of work group or departmental goals; and (3)
individual performance. These criteria are weighted on the basis of the
participant's job responsibilities and ability to affect the financial
performance of the Company or subsidiary as a whole. For example, awards to
executive officers who are senior vice presidents are comprised of 70% corporate
performance and 30% individual and/or workgroup performance, while a bank
teller's criteria is weighted 80% on individual and banking center performance
and 20% on corporate performance. Incentive compensation for Messrs. Reiter,
Francisco and Nemec is awarded solely on the basis of the financial performance
of the Company. The remaining Named Executives are awarded incentive
compensation based upon the financial performance of their respective
subsidiaries (75%) and the financial performance of the Company (25%). Each
individual's total award may then be modified up or down based upon overall
Company performance.

Awards under the incentive plan are paid on a matrix, with payout
corresponding to varying levels of achievement in the financial, work group and
individual performance perspectives. Maximum awards under the incentive plan for
executive officers are 40% to 70% of base salary, depending upon the
individual's position. In 1996, target and maximum bonus percentages were
increased to 35% and 70% of base salary, respectively, for Messrs. Reiter and
Francisco, to align their incentive compensation awards with the Company's peer
banking institutions. The remaining Named Executives may be awarded up to 60% of
their base salaries as incentive compensation. No incentive

awards are payable to an executive officer if the Company or his or her
subsidiary, as applicable, fails to meet minimum levels of financial performance
established by the Boards of Directors of the Company and its subsidiaries.

Profit Sharing Plan contributions are made by the Company if corporate ROE
targets set by the Board of Directors are met. Contributions are intended to
qualify as employee stock ownership contributions and are invested primarily in
Common Stock.

LONG-TERM INCENTIVE COMPENSATION

Options to purchase Common Stock are granted to executive officers under
the Option Plan to encourage these individuals to manage the Company in a manner
that will increase long-term shareholder value. Grants are made at an option
price of 100% of the Common Stock's market value on the grant date, vest in 20%
increments over five years, and expire 10 years from the date of grant unless
the optionee no longer serves as an executive officer. Options are granted by
the Committee using guidelines expressed as percentage of salary, and are
adjusted based upon considerations such as dilution, the number of shares of
Common Stock outstanding, and Company, subsidiary and individual performance.

CHIEF EXECUTIVE OFFICER'S COMPENSATION

The compensation of the Chief Executive Officer is reviewed annually in the
last quarter of each year by the Committee, which establishes the total
compensation of the CEO for the following year. In determining the CEO's
compensation, the Committee considered the Company's financial performance for
the prior year, the CEO's contribution to the short- and long-term objectives of
the Company and the market competitive base salary data for the Company's peer
group as developed by Towers Perrin.

The Committee considered the Company's financial performance in 1995 to be
strong, with return on average common shareholders' equity and return on average
total assets at or near the Company's long-term earnings objectives. Overall
return to Common Stock shareholders was 26.5% in 1995. The Committee attributed
1995's performance in part to the Company's successful expense reduction program
adopted in 1994, "The Perfect 10," the objective of which was to reduce 1995
non-interest expense to an amount no greater than 90% of 1994's budgeted
operating expense.

Based upon the Company's financial performance in 1995, the CEO's
leadership in implementing "The Perfect 10" program which positioned the Company
to continue to meet its long-term earnings objectives, and market pay data
supplied by Towers Perrin, the Committee established the CEO's initial base
salary for 1996 at $385,000, representing a 3% increase over the previous year's
base salary of $373,000 and placing the CEO slightly above the fiftieth
percentile of the Company's peer group. The Committee further increased the
short-term cash bonus target from 30% to 35% of base salary, or $134,750,
representing a 20% increase over the previous year's target bonus of $111,900.
Finally, the Committee granted the CEO options to acquire 17,500 shares of
Common Stock under the Option Plan.

The foregoing report is submitted by the members of the Company's Special
Projects Committee.

Gerald D. Aller James F. Bostdorff David A. Bryan
Walter L. Lamb, Jr. Marilyn McAlear Thomas S. Noneman
C. Gregory Spangler Jerry L. Staley Robert E. Stearns

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1996, Mid Am Bank paid legal fees of approximately $48,000 to
Wasserman, Bryan, Landry & Honald. Mr. Bryan is a partner in the law firm. Mr.
Staley is a retired Senior Vice President of Mid Am Bank.

MID AM, INC. COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN

The following graph shows a comparison of cumulative total shareholder
returns for the Company, the Standard & Poor's 500 Stock Index and the NASDAQ
Bank Index for the five-year period ended December 31, 1996. The total
shareholder return assumes a $100 investment in the Common Stock and each index
on December 31, 1991, and that all dividends were reinvested.

Measurement Period Mid Am, Inc. S&P 500 Index Nasdaq Bank Index
(Fiscal Year Covered)

1991 100 100 100
1992 115.33 107.61 145.55
1993 139.09 118.41 165.99
1994 159.25 119.97 165.38
1995 201.39 165 246.32
1996 239.51 202.85 325.60

TRANSACTIONS WITH MANAGEMENT

Directors and officers of the Company and its subsidiaries were customers
of, and have had transactions with the Company's subsidiary banks in the
ordinary course of business during 1996. These transactions consisted of
extensions of credit in the ordinary course of business and were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with non-affiliated persons.
In the opinion of management of the Company and its subsidiaries, these
transactions do not involve more than a normal risk of collectibility or present
other unfavorable features. The subsidiaries expect to continue to have banking
transactions in the ordinary course of their businesses with directors, officers
and their associates on the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with others.

Patricia A. Wise, spouse of Mr. Francisco, is the President of Wise People
Management, Inc. and a member of Wise and Dorner, Ltd., a limited liability
company formed for the practice of law. In 1996, the Company and its
subsidiaries paid approximately $67,000 for consulting, litigation and
employment law services provided by Ms. Wise and her companies.

RELATIONSHIPS WITH AFFILIATES

Certain banking centers and/or real estate upon which Mid Am Bank banking
centers are situated are owned by Bancsites, Inc. and are leased to the bank
pursuant to long-term lease agreements. Bancsites was a wholly owned subsidiary
of the bank until 1977, when all of its shares were distributed pro rata to the
bank's shareholders. Subsequently, Bancsites effected a reverse stock split
whereby minority shareholders received cash in exchange for their shareholdings
in the corporation. Currently, Mr. Reiter and certain officers and directors of
the Company and Mid

Am Bank beneficially own 13.66% of the outstanding shares of Bancsites,
including approximately 7.38% held by Mr. Reiter. Furthermore, a senior officer
of Mid Am Bank has a management position with Bancsites.

During fiscal year 1996, Mid Am Bank made lease payments to Bancsites
totalling $537,000. Mid Am Bank expects to continue to make lease payments to
Bancsites in 1997. Furthermore, Mid Am Bank performs certain administrative
services for Bancsites at a cost of approximately $7,600 per year. The long term
leases between the bank and Bancsites are on terms comparable to those in
similar transactions with unrelated parties. Also in 1996, the Company purchased
two parcels of real estate from Bancsites for $200,000 in the aggregate. The
purchase price was determined through arms length negotiations between
independent representatives of the Company and Bancsites.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16 of the Securities Exchange Act of 1934, members of the
Board of Directors and certain executive officers of the Company and its
subsidiaries file periodic reports with the Securities and Exchange Commission
disclosing their beneficial ownership of Common Stock. During 1996, and based
solely upon a review of such reports, the Company believes that all filing
requirements under Section 16 were complied with on a timely basis, with the
exception of delinquent reports of Messrs. Francisco, Mandula, Nemec, Sikorski
and Stearns, each relating to a single transaction in Common Stock. The reports
were corrected and promptly filed on behalf of these individuals upon learning
of the error.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

During 1996, the Company engaged Price Waterhouse LLP to provide audit
services for the Company and its subsidiaries and to provide certain non-audit
services including advice on accounting, tax and reporting matters. The Board of
Directors of the Company has selected Price Waterhouse LLP as its independent
accountants for 1997. Price Waterhouse LLP is expected to have a representative
at the Annual Meeting. Such representative will have an opportunity to make a
statement if (s)he desires to do so, and is expected to be available to respond
to appropriate questions.

SHAREHOLDER PROPOSALS

Any proposals to be considered for inclusion in the proxy material to be
provided to shareholders of the Company for its 1998 annual meeting must be made
by a qualified shareholder and must be received by the Company no later than
October 24, 1997, for review and consideration for inclusion in the Company's
proxy statement.

OTHER BUSINESS MATTERS

The Board of Directors of the Company is not aware of any other matters
that may come before the Annual Meeting. However, the enclosed proxy will confer
discretionary authority with respect to matters which are not now known to the
Board of Directors and which may properly come before the meeting.

Copies of the Company's Annual Report on Form 10-K will be available
without charge to shareholders upon request. Address all requests, in writing,
to the Shareholder Relations Department, Mid Am, Inc., 221 South Church Street,
P.O. Box 428, Bowling Green, Ohio 43402.

February 21, 1997 By Order of the Board of Directors

Marci L. Klumb
MARCI L. KLUMB
Secretary

[x] PLEASE MARK VOTES
AS IN THIS EXAMPLE With- For All
For hold Except

1. Election of all Nominees for Director in Class III. [ ] [ ] [ ]

JAMES F. BOSTDORFF EMERSON J. ROSS, JR.
DAVID A. BRYAN C. GREGORY SPANGLER
HARRY W. KESSLER JERRY L. STALEY
EDWARD J. REITER

NOTE: If you do not wish your shares voted "FOR" a particular nominee, mark the "For All Except" box and strike a line through the
name(s) of the exception(s) above. Your shares will be voted for the remaining nominees.

DIRECTORS RECOMMEND A VOTE "FOR" PROPOSAL 1.

Please be sure to sign and date this Proxy. Date_____________________________

__________________________________________ _________________________________
Shareholder sign here Co-owner sign here

Please check appropriate box below
if you wish to attend one of our Corporate Updates.

I will attend the April 10th Corporate Update at The Holiday Inn in Montpelier, Ohio. [ ]

I will attend the April 11th Corporate Update at Croswell Opera House in Adrian, Michigan. [ ]

I will attend the April 14th Corporate Update at NCR Country Club in Kettering, Ohio. [ ]

I will attend the April 15th Corporate Update at Lima Memorial Civic Center in Lima, Ohio [ ]

I will attend the May 3rd Corporate Update at Meadowbrook Place in Toledo, Ohio. [ ]

PLEASE SEE REVERSE SIDE FOR DETAILS ON OUR
CORPORATE UPDATES

Mark box at right if an address change or comment has been noted on the reverse side of this card. [ ]

When signing as attorney, executor, administrator, trustee or guardian, please give full title as
such. If more than one trustee, all should sign.

____________________________________________________________________________________________________________________________________
DETACH CARD DETACH CARD

MID AM(R), INC.

Dear Shareholder,

Enclosed is your Notice of Annual Meeting of Shareholders and related Proxy
Statement for our 1997 Annual Meeting. In an effort to provide our
shareholders a greater opportunity to review the progress of the Company,
we have also scheduled five separate Corporate Updates in each of the
geographic regions in which the Company operates.

These Corporate Updates will include a detailed review of the financial,
business and operating performance of the Company and an opportunity to ask
questions of management. The Corporate Updates will, in the tradition of
Mid Am, Inc., include food and refreshments prior to the meeting. The
dates times, and locations for each session are shown on the reverse side
of this card.

The business of the 1997 Annual Meeting, including the matters to be voted
upon as described in the Notice and Proxy Statement, will be conducted on
April 11, 1997 at 10:00 a.m. at the Toledo Club, Corinthian Room, Madison
at 14th Street, Toledo, Ohio. You are also welcome to attend this Annual
Meeting of Shareholders.

The matters to be acted upon at the meeting are important to you as a
shareholder. Therefore, whether or not you plan to attend, we urge you to
complete and return the proxy card at your earliest convenience.

We look forward to seeing you at our Corporate Updates.

Sincerely,

Edward J. Reiter

Edward J. Reiter
Chairman and CEO

MID AM, INC. PROXY VOTING INSTRUCTION CARD
_______________________________________________________________________________

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS ON APRIL 11, 1997

The undersigned hereby appoints D. James Hilliker and Douglas J. Shierson and
each of them, proxies, with the powers the undersigned would possess if present,
and with full power of substitution, to vote all common shares of the
undersigned in Mid Am, Inc. at the Annual Meeting and at any adjournments or
postponements thereof, upon all subjects that may properly come before the
Annual Meeting including the matters described in the Proxy Statement furnished
herewith, subject to any directions indicated on this card. If no directions
are given, the proxies will vote for the election of all listed nominees and,
at their discretion, on any other matter that may properly come before the
Annual Meeting.

PLEASE DATE, SIGN AND MAIL YOUR INSTRUCTION CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________ ____________________________

___________________________ ____________________________

MID AM, INC. CORPORATE UPDATES

We hope you can join us!
Please mark the appropriate box on the proxy card with the session you'd like
to attend.
We look forward to seeing you at one of these five sessions.
_______________________________________________________________________________

THURSDAY, APRIL 10, 1997
HOLIDAY INN
13508 STATE RT. #15, MONTPELIER, OHIO
5:30 PM RECEPTION / 6:30 PM PRESENTATION
HOSTED BY: FIRST NATIONAL BANK NORTHWEST OHIO
QUESTIONS? CALL LORI LADD @ (419) 636-1164

FRIDAY, APRIL 11, 1997
CROSWELL OPERA HOUSE
129 EAST MAUMEE STREET, ADRIAN, MICHIGAN
5:30 PM RECEPTION / 6:00 PM PRESENTATION /
7:00 PM BALCONY PARTY / 8:00PM PERFORMANCE
HOSTED BY: ADRIAN STATE BANK
QUESTIONS? CALL SUE KOTTS @ (517)265-8125

MONDAY, APRIL 14, 1997
NCR COUNTRY CLUB
4435 DOGWOOD TRAIL, KETTERING, OHIO
6:00 PM RECEPTION / 6:45 PM PRESENTATION
HOSTED BY: AMERIFIRST BANK
QUESTIONS? CALL KELLY REITER @ (937)372-6933

TUESDAY, APRIL 15, 1997
LIMA MEMORIAL CIVIC CENTER
7 TOWNE SQUARE, LIMA, OHIO
5:30 PM RECEPTION / 6:30 PM PRESENTATION
HOSTED BY AMERICAN COMMUNITY BANK
QUESTIONS CALL CHRISTIE BARNS @ (800)837-0187

SATURDAY, MAY 3, 1997
MEADOWBROOK PLACE
4480 HEATHERDOWNS BOULEVARD, TOLEDO, OHIO
1:00 PM LUNCHEON / 2:00 PM PRESENTATION
HOSTED BY: MID AMERICAN NATIONAL BANK & TRUST COMPANY
QUESTIONS? CALL MELISSA ZATKO @ (419)249-3360