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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of Securities Exchange Act of 1934

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)

- - ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:

______________________________________________________
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[MID AM, INC. LOGO]

222 South Main Street, Bowling Green, Ohio 43402

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Mid Am, Inc.: February 29, 1996

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 17, 1996 at 10:00 a.m. for the purpose of considering and voting upon
the following matters:

1. The election of seven (7) Class II Directors to serve until the
annual meeting of shareholders in 1999.

2. The 1995 amendment of the Mid Am, Inc. 1992 Stock Option Plan.

3. 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 19, 1996, are
entitled to notice of and to vote at the Annual Meeting of Shareholders. The
Annual Report of the Company, including financial statements for the year ended
December 31, 1995, has been mailed to all shareholders with this Notice of
Annual Meeting and Proxy Statement.

By Order of the Board of Directors

W. Granger Souder

W. GRANGER SOUDER
Secretary

YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
DATE AND SIGN 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 EACH OF THE
PROPOSALS IDENTIFIED ABOVE.
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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 17, 1996, at 10:00 a.m. at The Toledo Club, Corinthian Room,
Madison at 14th Street, Toledo, Ohio. At the close of business on February 19,
1996, there were 18,847,999 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 affirmatively. 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 borne 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, without additional compensation, may personally
solicit proxies. 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
29, 1996.

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. The Code of Regulations further provides that any
vacancies that occur by reason of retirement, resignation or otherwise may be
filled for the remainder of the full term of the vacant directorship by the vote
of a majority of the Board of Directors.

On July 20, 1995, the Board of Directors acknowledged the retirement of
Board member Charles W. Daley, and elected D. James Hilliker as a Class II
Director to fill the vacancy. The Company wishes to acknowledge Mr. Daley's
generous service to its Board of Directors over the past 4 years, and to the
Board of Directors of American Community Bank, N.A. over the past 30 years. 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 II
Directors the seven persons listed below, all of whom are presently serving as
Class II Directors of the Company. If any of the Company's nominee(s) shall be
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. 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 II Directors.

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INFORMATION AS TO NOMINEES

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

CLASS II DIRECTORS -- TERM EXPIRES 1999

SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED
DIRECTOR DIRECTOR DEC. 31, 1995(1)
OF OF -----------------
NAME, AGE & PRINCIPAL SUBSIDIARY COMPANY AMOUNT % OF
OCCUPATION DURING PAST 5 YEARS BANK SINCE SINCE (2) CLASS
- - --------------------------------------------------------- ---------- -------- -------- -----

Wayne E. Carlin, 64...................................... 1979 1988 65,748 .35%
President, Carlin Farms, Inc.
David R. Francisco, 49................................... 1976 1988 58,408 .31
President and COO, Mid Am, Inc.; formerly CEO of Mid
American National Bank & Trust Company (Mid Am Bank)
D. James Hilliker, 48.................................... 1991 1995 67,373 .35
Vice President, Better Food Systems, Inc., a company
that owns and operates Wendy's Restaurant franchises
Marilyn O. McAlear, 60................................... 1984 1988 26,398 .14
Vice President and Treasurer, Service Spring Corp., a
manufacturer of spring products
Blair D. Miller, 69...................................... 1985 1988 19,744 .10
Director of Development, Ohio District Lutheran Church
Missouri Synod
Richard G. Tessendorf, 53................................ 1974 1993 57,527 .30
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
Pete Thomas, 58.......................................... 1979 1988 26,081 .14
President, Thomas Farms, Inc.

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INFORMATION AS TO DIRECTORS WHOSE TERM OF OFFICE CONTINUES

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

CLASS III DIRECTORS -- TERM EXPIRES 1997

SHARES OF
COMMON STOCK
BENEFICIALLY OWNED
DIRECTOR DIRECTOR DEC. 31, 1995(1)
OF OF ------------------
NAME, AGE & PRINCIPAL SUBSIDIARY COMPANY AMOUNT % OF
OCCUPATION DURING PAST 5 YEARS BANK SINCE SINCE (2) CLASS
- - --------------------------------------------------------- ---------- -------- --------- -----

James F. Bostdorff, 58................................... 1972 1988 18,555 .10 %
Farmer -- Self employed
David A. Bryan, 49....................................... 1989 1991 14,155 .07
Partner in the law firm of Wasserman, Bryan, Landry &
Honold
Harry Kessler, 68........................................ 1978 1988 16,116 .08
Retired; formerly Clerk, Toledo Municipal Court
Edward J. Reiter, 56..................................... 1979 1988 177,354 .93
Chairman and CEO, Mid Am, Inc.; formerly Chairman Mid
Am Bank
Emerson J. Ross, Jr., 54................................. 1986 1988 23,874 .13
Manager of Corporate Community Relations, Owens
Corning, manufacturer of building materials and
composite products
C. Gregory Spangler, 55.................................. 1981 1993 24,389 .13
President and CEO, Spangler Candy Company, a
manufacturer of candy products
Jerry L. Staley, 63...................................... 1979 1988 127,808 .67
Retired; formerly Senior Vice President, Mid Am Bank

CLASS I DIRECTORS -- TERM EXPIRES 1998
Gerald D. Aller, 58...................................... 1984 1988 74,096 .39
President, Aller's Pharmacy, Inc., a retail pharmacy
Charles G. Hilbert, 69................................... 1985 1988 186,713 .98
Retired; formerly Senior Vice President, Mid Am Bank
Walter L. Lamb, Jr., 49.................................. 1985 1991 7,824 .04
Chairman, Mid-States Container Corp., a manufacturer of
specialty packaging
James E. Laughlin, 66.................................... 1977 1993 67,992 .36
Retired; formerly Chairman and CEO, AmeriFirst Bank,
N.A.
Thomas S. Noneman, 55.................................... 1978 1988 50,225 .26
President, Tomco Plastic, Inc., a custom plastic
injection molding manufacturer
Douglas J. Shierson, 54.................................. 1981 1995 148,078 .78
Private Investor
Robert E. Stearns, DDS, 55............................... 1973 1988 32,667 .17
President, Dr. Stearns -- Dr. Zouhary, DDS, Inc.
All Directors and Executive Officers as a group (39
persons)............................................... 1,886,127 9.72 %

- - -------------------------
(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.

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(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, 22,222; Mr.
Bostdorff, 10,905; Mr. Bryan, 8,557; Mr. Carlin, 20,413; Mr. Francisco,
29,309; Mr. Hilbert, 4,538; Mr. Hilliker, 12,013; Mr. Kessler, 4,538; Mr.
Lamb, 4,538; Mr. Laughlin, 17,550; Mrs. McAlear, 15,351; Mr. Miller, 9,039;
Mr. Noneman, 19,975; Mr. Reiter, 40,017; Mr. Ross, 13,529; Mr. Shierson,
13,275; Mr. Spangler, 19,338; Mr. Staley, 4,538; Dr. Stearns, 15,127; Mr.
Tessendorf, 17,567; Mr. Thomas, 14,036.

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 1,403,970 shares of the Company's
Common Stock on December 31, 1995, representing 7.40% 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 1995.
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 officers and subsidiary presidents. The Special Projects
Committee members in 1995, 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 three times during 1995.

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 1995, 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 1995.

Non-employee directors of the Company receive an annual retainer of
$11,500, a fee of $350 for each Board of Directors meeting attended and a fee of
$175 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 907.50 shares of Common Stock in November of each year including 1995.
Directors who are employees of the Company are not compensated for their service
on the Board of Directors.

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 1995, 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. Kessler, Staley and former executive
officer Mr. Terry Thomas each relating to a single transaction in Common Stock,
and delinquent reports of Mr. Tessendorf relating to four transactions in Common
Stock. The reports were corrected and promptly filed on behalf of these
individuals upon learning of the error.

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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 COMPENSATION
------------------------
SECURITIES SECURITIES
ANNUAL COMPENSATION UNDERLYING UNDERLYING
--------------------------------- OPTION ELECTIVE ALL OTHER
NAME/TITLE YEAR SALARY(1) BONUS OTHER(2) GRANTS(3) OPTIONS(4) COMPENSATION(5)
- - --------------------- ---- --------- -------- -------- ---------- ---------- ---------------

Edward J. Reiter..... 1995 $ 373,000 $133,123 20,000 5,867 $46,365
Chairman & CEO 1994 313,000 72,900 8,800 27,308 38,835
Mid Am, Inc. 1993 285,000 93,500 7,260 41,269
David R. Francisco... 1995 291,000 104,290 15,000 3,657 34,319
President & COO 1994 241,000 56,134 6,600 20,520 29,013
Mid Am, Inc. 1993 225,000 71,500 $158,115 5,445 31,839
Dennis L. Nemec...... 1995 178,180 64,900 10,000 2,880 23,050
Executive VP & CFO 1994 167,000 38,904 4,400 13,882 20,925
Mid Am, Inc. 1993 155,000 49,500 3,630 23,926
James F. Burwell..... 1995 178,100 89,183 3,154 2,926 22,461
President & CEO 1994 165,000 32,085 3,154 9,340 19,784
First National Bank 1993 150,000 49,150 89,228 3,382 24,506
Northwest Ohio
Patrick A. Kennedy... 1995 167,500 80,918 3,105 2,903 20,281
President & CEO 1994 148,000 35,273 2,933 10,017 16,454
Mid Am Bank 1993 125,000 44,030 78,019 2,870 17,720

- - -------------------------
(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 4).

(2) Benefits classified as Other Annual Compensation that did not exceed the
lesser of $50,000 or 10% of the Named Executive's annual salary and bonus
are not reported. For 1993, Other Compensation includes one-time cash "gross
up" payments made to certain former officers of Tri-State Financial Bancorp,
Inc., a predecessor of the Company, to offset federal income tax paid by
such individuals upon exercise of stock options granted in 1986 by
Tri-State: Mr. Francisco, $137,627; Mr. Burwell, $80,393; and Mr. Kennedy,
$63,413. Due to the characterization of the non-qualified option exercises
as compensation, the amount of "gross up" did not, in each case, exceed the
federal income tax deduction available to the Company.

(3) 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.

(4) 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.

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(5) In 1995, All Other Compensation consists of the maximum allowable
contributions under the 401(k) plan and Pension Plan of $4,500 and $9,000,
respectively; amounts paid or accrued under the Company's Make Up Plan (Mr.
Reiter, $28,815; Mr. Francisco, $19,253; Mr. Nemec, $6,958; Mr. Burwell,
$7,395; and Mr. Kennedy, $5,215); and group term life insurance premiums
paid by the Company (Mr. Reiter, $4,050; Mr. Francisco, $1,566; Mr. Nemec,
$2,592; Mr. Burwell, $1,566; and Mr. Kennedy, $1,566).

STOCK OPTIONS

The following table sets forth information concerning 1995 grants to the
Named Executives of options to purchase Common Stock under the Option Plan.
Separate lines in the table represent (1) grants of stock options by the
Company's Board of Directors, as further described at footnote 1; and (2) grants
of Elective Options on December 31, 1995 received in exchange for the Named
Executive's voluntary forfeiture of a portion of 1996 salary, as further
described at footnote 2.

OPTION GRANTS TABLE

POTENTIAL
NUMBER OF REALIZABLE VALUE
SECURITIES % OF EXERCISE AT ASSUMED RATES
UNDERLYING TOTAL PRICE OF STOCK PRICE
OPTIONS OPTIONS PER EXPIRATION APPRECIATION FOR
NAME GRANTED GRANTED SHARE DATE OPTION TERM(3)
- - ------------------------------------ ---------- ------- -------- ---------- --------------------
5% 10%

Edward J. Reiter.................... 20,000(1) 13.6% $16.38 11/16/05 $206,026 $522,110
5,867(2) 3.8 16.41 12/31/05 60,548 153,441
David R. Francisco.................. 15,000(1) 10.2 16.38 11/16/05 154,519 391,583
3,657(2) 2.4 16.41 12/31/05 37,741 95,643
Dennis L. Nemec..................... 10,000(1) 6.8 16.38 11/16/05 103,013 261,055
2,880(2) 1.9 16.41 12/31/05 29,722 75,322
James F. Burwell.................... 3,154(1) 2.1 16.38 11/16/05 32,490 82,337
2,926(2) 1.9 16.41 12/31/05 30,197 76,525
Patrick A. Kennedy.................. 3,105(1) 2.1 16.38 11/16/05 31,986 81,058
2,903(2) 1.9 16.41 12/31/05 29,959 75,923

- - -------------------------
(1) Grant Options -- Options were granted November 16, 1995, 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) 1996 Elective Options -- Options were granted December 31, 1995 in exchange
for the individual's voluntary forfeiture of a portion of 1996 salary, as
further described at "PROPOSAL TO AMEND THE MID AM, INC. 1992 STOCK OPTION
PLAN." Elective Options granted to the Named Executives vest immediately and
their exercise price is not adjustable except for stock splits, stock
dividends and similar occurrences affecting all outstanding shares.

(3) 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.

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FISCAL YEAR-END OPTION VALUE TABLE

VALUE OF
NUMBER OF SHARES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT 12/31/95 OPTIONS AT 12/31/95
ACQUIRED ON VALUE ---------------------------- ----------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
- - ---------------------------- ----------- -------- ----------- ------------- ----------- -------------

Edward J. Reiter............ 0 0 40,017 32,848 $ 133,161 $57,761
David R. Francisco.......... 0 0 29,309 24,636 102,629 43,321
Dennis L. Nemec............. 0 0 20,183 16,424 67,321 28,881
James F. Burwell............ 0 0 15,314 8,413 47,688 23,966
Patrick A. Kennedy.......... 0 0 15,479 7,718 47,369 20,796

BENEFICIAL OWNERSHIP

SHARES OF COMMON STOCK
BENEFICIALLY OWNED
DECEMBER 31, 1995(1)
-----------------------------
NAME NUMBER(2) PERCENT OF CLASS
- - -------------------------------------------------------------------- --------- ----------------

Edward J. Reiter.................................................... 177,354 .93%
David R. Francisco.................................................. 58,408 .31
Dennis L. Nemec..................................................... 63,084 .33
James F. Burwell.................................................... 40,317 .21
Patrick A. Kennedy.................................................. 38,752 .20

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 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 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

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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.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1995, the members of the Special Projects Committee, which reviews
and establishes executive compensation, were Messrs. Aller, Bostdorff, Bryan,
Lamb, Noneman, Spangler, Staley and Stearns, and Mrs. McAlear. Mr. Staley is a
retired Senior Vice President of Mid Am Bank.

REPORT ON EXECUTIVE COMPENSATION

The compensation of executive officers of the Company and the presidents 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, is established
annually by the Boards of Directors of the subsidiaries.

In 1994, 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 1995 executive
compensation as compared with similar organizations, to ensure that compensation
arrangements effectively support the Company's long-term business strategy. The
Company's compensation policies applicable to executive officers derive from an
element of the Company's Vision Statement, which requires that the Company be
recognized as an employer of choice. The Board of Directors and management of
the Company are committed to attracting and retaining the brightest and most
talented individuals. The Committee believes that compensation policies that
further this corporate vision enhance the performance and prosperity of the
Company.

The foundation of the Company's executive compensation program is the
promotion of the Company's short- and long-term business objectives, the
creation of a performance-oriented environment, and the alignment of the
interests of management with those of the Company's shareholders. The Company's
compensation package for its executive officers has three components: (1) base
salary; (2) annual performance-based incentive compensation; and (3) annual
stock option grants.

BASE SALARY

Base salaries for executive officers are set at levels competitive with
peer banking institutions, and may be adjusted for individual performance. To
develop peer groups for the Company and its bank subsidiaries, Towers Perrin
collected market pay data from surveys covering the banking industry. Towers
Perrin then analyzed the compensation of the Company's executive officers as
compared with compensation packages offered by U.S. banks of similar asset size.
Base compensation for executive officers is targeted at 80% to 120% of the
market median salary level for similar executive positions.

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 being an employer of choice, by rewarding
quality performance and giving all employees the opportunity to earn additional
compensation. 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.

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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. The proportional weighting of these criterion is
dependent upon the participant's job responsibilities and ability to affect the
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 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 each of the Named Executives
is awarded solely on the basis of the financial performance of the Company or
the individual's subsidiary. 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 60% of base salary, depending upon the
individual's position. Named Executives may be awarded up to 60% of their base
salaries as incentive compensation. No incentive awards are payable to executive
officers if the Company or the individual's 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 because the value of the stock
options increases in value in direct relation to Common Stock appreciation.
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 Mr. Reiter 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 Mr. Reiter'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 for the Company's peer group as developed by
Towers Perrin.

The Committee considered the Company's financial performance in 1994 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 objective. The
Committee attributed 1994's performance in part to the Company's expense
reduction program adopted in 1994, "The Perfect 10". The objective of the
program 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 1994, Mr. Reiter'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 Mr. Reiter's initial
base salary for 1995 at $349,000, representing a 12% increase over the previous
year's base salary of $313,000. The Committee provided for an additional
increase of $24,000 in Mr. Reiter's base salary if the Company met certain
financial performance objectives in the first half of 1995. The Company met
these objectives, and the CEO's base salary increased to $373,000, placing Mr.
Reiter slightly above the fiftieth percentile of the

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Company's peer group. The Committee maintained the CEO's short-term cash bonus
target at 30% of his base salary, or $111,900. Finally, the Committee granted
Mr. Reiter options to acquire 20,000 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

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, 1995. The total
shareholder return assumes a $100 investment in the Common Stock and each index
on December 31, 1990, and that all dividends were reinvested.

Measurement Period NASDAQ BANK
(Fiscal Year Covered) MID AM, INC. S&P 500 INDEX INDEX

1990 100 100 100
1991 129 130 164
1992 148 140 239
1993 179 154 272
1994 205 156 271
1995 259 215 404

PROPOSAL TO AMEND THE MID AM, INC.
1992 STOCK OPTION PLAN

THE OPTION PLAN

On October 19, 1995, the Board of Directors approved an amendment (the
"1995 Amendment") to the Option Plan. The Option Plan was originally approved by
the shareholders of the Company at the 1992 annual meeting, and was amended by
the shareholders at the 1994 annual meeting. The Option Plan (1) permits the
granting of incentive stock options and non-qualified stock options to key
managerial personnel of the Company and its subsidiaries; (2) provides for the
grant to each non-employee director of the Company of non-qualified options to
purchase 1,815 shares of Common Stock on the date such person becomes a
director; (3) provides for an annual grant to each non-employee director of the
Company of non-qualified options to purchase 907.5 shares of Common Stock; and
(4) at the discretion of the Board of Directors, permits officers and directors
of the Company and its subsidiaries to accept a pre-established number of
Elective Options in lieu of directors fees or salary. To participate in the
Elective Option program, an individual must agree to forfeit a minimum of $1,000
salary, up to a maximum percentage of base salary as determined by the Board of
Directors. The number of options granted in exchange for such forfeiture equals
five times the amount forfeited divided by the market price of the Common Stock
on the business day preceding the option grant date.

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Under the Option Plan, the exercise price of all options equals 100% of the
the fair market value of the Common Stock on the grant date. Options are
nontransferable and expire upon the earlier of: (1) ten years from the date of
grant; (2) one year after retirement, total and permanent disability, death, or
in the case of Elective Options, termination not for cause; or (3) two months
after notice of termination for any other reason. Options granted to
non-employee directors vest immediately, while options granted to employees vest
on a schedule of 20% per year over five years. Elective Options granted to
non-employee directors vest as earned, and Elective Options granted to employees
vest immediately.

The Option Plan may be amended from time to time by the Board of Directors,
but without the further approval of the shareholders, no amendment may change
the class of shares of stock or increase the maximum number of shares of Common
Stock that may be issued and sold under the Option Plan, change the designation
of the class of employees eligible to receive options, or cause Rule 16b-3 of
the Securities and Exchange Commission to cease to be applicable to the Option
Plan.

AMENDMENT OF THE OPTION PLAN

The purpose of the 1995 Amendment is to (1) increase the number of shares
of Common Stock that may be issued under the Option Plan from 5% to 7% of the
total shares of Common Stock outstanding; (2) permit broker-assisted cashless
exercises; (3) allow Option Plan participants who are not subject to Section 16
of the Securities Exchange Act of 1934 to exercise their stock options directly
with the Company in cashless transactions; and (4) prospectively extend the time
within which a retiring optionee must exercise his or her options from one to
three years. With the proposed amendment to the Option Plan, and based upon the
total shares of Common Stock outstanding at December 31, 1995, there will be an
additional 379,407 shares of Common Stock available under the Option Plan.

The 1995 Amendment is attached to this Proxy Statement as Annex 1, and will
be submitted to the shareholders for adoption at the Annual Meeting. The
affirmative vote of the holders of a majority of the Common Stock outstanding as
of the record date is required to adopt the 1995 Amendment. The Board of
Directors recommends a vote FOR adoption of the 1995 Amendment.

FEDERAL INCOME TAX CONSEQUENCES

A non-qualified stock option will not result in any taxable income to the
optionee or deduction for the Company at the time it is granted. In general, the
optionee will recognize ordinary income at the time of exercise of the option in
an amount measured by the excess of the fair market value of the optioned shares
at the time of exercise over the option price, and the Company will be entitled
to a corresponding deduction. Generally, upon a subsequent sale of the optioned
stock, the difference between the proceeds of the sale and the fair market value
of the stock on the date of exercise will be taxed as capital gain or loss (long
or short-term, depending on the holding period).

If the option price of a non-qualified stock option is paid for by delivery
of shares of Common Stock previously owned by the optionee, no gain or loss will
be recognized to the extent that the shares of Common Stock received are equal
in fair market value to the shares of Common Stock surrendered in payment of the
option price. To that extent, the shares of stock received in exchange for the
shares of stock surrendered will have a basis equal to the basis of the
surrendered shares. The optionee's holding period for the shares received will
include the holding period of the shares surrendered. The shares of stock
received which are in excess of the fair market value of shares surrendered will
have a basis equal to the sum of the ordinary income recognized by the optionee
upon exercise of the option plus the cash, if any, paid by the optionee in
connection with such exercise. The optionee's holding period for such excess
shares will generally be determined with reference to the day they are acquired.

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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 1995. 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 general partner in Ryan, Wise and Miller. In 1995, the
Company and its subsidiaries paid approximately $43,275 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 of the Company
and Mid Am Bank have equity interests aggregating 13.33% 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 1995, Mid Am Bank made lease payments to Bancsites
totalling $551,000. Mid Am Bank expects to continue to make lease payments to
Bancsites in 1996. 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.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

During 1995, the Company engaged Price Waterhouse to provide certain audit
and non-audit services for the Company and its subsidiaries, in addition to
providing advice on accounting, tax and reporting matters. The Board of
Directors of the Company has selected Price Waterhouse as its independent public
accountant for 1996. Price Waterhouse 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 1997 annual meeting must be made
by a qualified shareholder and must be received by the Company no later than
November 1, 1996, for review and consideration for inclusion in the Company's
proxy statement.

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OTHER BUSINESS MATTERS

The Board of Directors of the Company is not aware of any other matters
that may come before the meeting. However, the enclosed Proxy will confer
discretionary authority with respect to matters which are not known to the Board
of Directors at the time of printing hereof and which may properly come before
the meeting.

Additional copies of the Company's annual report will be available without
charge to shareholders upon request. Address all requests, in writing, to the
Shareholder Relations Department, Mid Am, Inc., 222 South Main Street, P.O. Box
428, Bowling Green, Ohio 43402.

February 29, 1996 By Order of the Board of Directors

W. Granger Souder

W. Granger Souder
Secretary

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ANNEX 1

PROPOSED 1995 AMENDMENT TO THE
AMENDED 1992 STOCK OPTION PLAN

RESOLVED, that subject to shareholder approval within one year of the
effective date of this amendment, the Mid Am, Inc. 1992 Stock Option Plan, as
amended (the "Plan") is hereby amended effective October 19, 1995, as follows:

1.05 TOTAL NUMBER OF SHARES TO BE OPTIONED

The first sentence of Section 1.05 of the Plan shall be replaced and
amended to read as follows:

The maximum number of shares of common stock of the Company which may be
issued upon exercise of options under the Plan shall not exceed seven
percent of the total shares outstanding, subject to adjustment as provided
in Section 3.02(a).

2.02 TERMS AND CONDITIONS OF OPTIONS

Subsection 2.02(d)(1) shall be replaced and amended to read as follows:

(1) if termination is due to retirement, three (3) years after termination;

2.04 EXERCISE OF OPTION -- PURCHASE OF SHARES

Section 2.04 of the Plan shall be amended to include a new subsection (g),
which shall read as follows:

(g) Notwithstanding the provisions of subsections (c) and (d) of this
Section 2.04, (i) Optionees may, with the consent of the Company, elect
to pay the exercise price of the option through a broker-assisted
cashless exercise and simultaneous sale procedure pursuant to which
funds to pay the exercise price are delivered to the Company by a
broker, and the broker subsequently sells the shares upon receipt of
stock certificates from the Company; and (ii) Optionees not subject to
Section 16 of the Exchange Act may, with the consent of the Company,
elect to engage in a cashless exercise and simultaneous sale of the
underlying shares to the Company under its stock repurchase program,
pursuant to which the Company shall withhold from the gross proceeds an
amount equal to the exercise price of the options and any withholding
taxes required by Section 3.01.

A-1
17
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 17, 1996.

THE UNDERSIGNED HEREBY APPOINTS HARRY W. KESSLER AND JERRY L. STALEY 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, IN ACCORDANCE
WITH THE DIRECTORS' RECOMMENDATIONS ON THE OTHER SUBJECTS LISTED ON THIS CARD
AND AT THEIR DISCRETION ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING.

YOUR VOTE FOR THE ELECTION OF DIRECTORS MAY BE INDICATED ON THE REVERSE. THE
NOMINEES FOR CLASS II ARE WAYNE E. CARLIN, DAVID R. FRANCISCO, D. JAMES
HILLIKER, MARILYN O. MCALEAR, BLAIR D. MILLER, RICHARD G. TESSENDORF, AND PETE
THOMAS.

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.

TUESDAY, APRIL 9, 1996 TUESDAY, APRIL 23, 1996
LIMA MEMORIAL CIVIC CENTER UNITED STATES AIR FORCE MUSEUM
7 TOWNE SQUARE, LIMA, OHIO 1100 SPAATZ STREET, WRIGHT-PATTERSON AIR FORCE BASE
5:30 P.M. RECEPTION / 6:30 P.M. PRESENTATION 6:30 P.M. RECEPTION / 7:30 P.M. PRESENTATION
HOSTED BY: AMERICAN COMMUNITY BANK HOSTED BY: AMERIFIRST BANK
QUESTIONS? CALL CHRISTIE BARNS @ (800) 837-0187 QUESTIONS/DIRECTIONS? CALL STEVE GUGGENHEIM @ (513) 372-6933

WEDNESDAY, APRIL 10, 1996 SATURDAY, APRIL 27, 1996
HOLIDAY INN MEADOWBROOK PLACE
13508 STATE RT. #15, MONTPELIER, OHIO 4480 HEATHERDOWNS BOULEVARD, TOLEDO, OHIO
5:30 P.M. RECEPTION /6:30 P.M. PRESENTATION 1:00 P.M. LUNCHEON / 2:00 P.M. PRESENTATION
HOSTED BY: FIRST NATIONAL BANK NORTHWEST OHIO HOSTED BY: MID AMERICAN NATIONAL BANK & TRUST CO.
QUESTIONS? CALL DEB JACKSON @ (419) 636-1164 QUESTIONS? CALL MELISSA ZATKO @ (419) 249-3360

TUESDAY, APRIL 16, 1996
SIENA HEIGHTS COLLEGE, DOMINICAN HALL
1247 EAST SIENA HEIGHTS DRIVE, ADRIAN, MICHIGAN
5:30 P.M. RECEPTION / 6:30 P.M. PRESENTATION
HOSTED BY: ADRIAN STATE BANK
QUESTIONS? CALL SUE KOTTS @ (517) 265-8125

18
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

With- For All
For hold Except WAYNE E. CARLIN, DAVID R. FRANCISCO, D. JAMES HILLIKER,
1.) Election of all Nominees for MARILYN O. MCALEAR, BLAIR D. MILLER, RICHARD G. TESSENDORF,
Director in Class II. / / / / / / AND PETE THOMAS

If you do not wish your shares voted "For" a particular
For Against Abstain nominee, mark the "For All Except" box and strike a line
2.) Approval of 1995 Amendment of through the name(s) of the exception(s) above; your shares
The Mid Am, Inc. Stock Option / / / / / / will be voted for the remaining nominees.
Plan. ----------------------------------------------------------

**DIRECTORS RECOMMEND A VOTE "FOR" ALL PROPOSALS** I will attend the April 9th Corporate Update at Lima
Memorial Civic Center in Lima, Ohio. / /
RECORD DATE SHARES:
I will attend the April 10th Corporate Update at The
Holiday Inn in Montpelier, Ohio. / /

I will attend the April 16th Corporate Update at Siena
Heights College in Adrian, Michigan / /

I will attend the April 23rd Corporate Update at
Wright-Patterson AFB Museum in Dayton, Ohio. / /

I will attend the April 27th Corporate Update at
Meadowbrook Place in Toledo, Ohio. / /

Please be sure to sign and date this Proxy. Date Mark box at right if comments or address change have
----------------- been noted on the reverse side of this card. / /
- - -------------------------------------------------------------------
Shareholder sign here Co-Owner sign here WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE
THAN ONE TRUSTEE, ALL SHOULD SIGN.

DETACH CARD [MID AM, INC. LOGO] DETACH CARD

Dear Shareholder:

Enclosed is your Notice of Annual Meeting of Shareholders and related Proxy
Statement for our 1996 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 annual meeting, including the matters to be voted upon as
described in the Notice and Proxy Statement, will be conducted on April 17, 1996
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