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

Great Financial Corporation
- --------------------------------------------------------------------------------
(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] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
2
GREAT FINANCIAL CORPORATION
329 W. MAIN ST.
LOUISVILLE, KENTUCKY 40202

March 24, 1997

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of
Great Financial Corporation (the "Company") which will be held on April 23, 1997
at 10:00 a.m., Louisville time, at the Commonwealth Convention Center, Room 207,
221 Fourth Avenue, Louisville, Kentucky. Holders of the Company's common stock
as of March 5, 1997 are entitled to vote at the meeting.

The only matter proposed for consideration at the meeting is the election
of three directors. After reviewing the enclosed materials, please complete the
proxy card and return it in the enclosed envelope. If you decide to attend the
meeting, you may vote in person even if you have previously sent a proxy card.

On behalf of the Board of Directors and all of the employees of Great
Financial Corporation and Great Financial Bank, FSB, and its subsidiaries,
I wish to thank you for your continued support.

Sincerely yours,

/s/ Paul M. Baker
-------------------------------------
Paul M. Baker
Vice Chairman of the Board, President
and Chief Executive Officer

GREAT FINANCIAL CORPORATION
329 W. MAIN ST.
LOUISVILLE, KENTUCKY 40202
----------------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 23, 1997

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Great
Financial Corporation will be held on April 23, 1997 at 10:00 a.m., Louisville
time, at the Commonwealth Convention Center, Room 207, 221 Fourth Avenue,
Louisville, Kentucky for the following purposes:

1. For the election of three directors; and

2. To consider and act upon such other matters as may properly come
before the meeting or any adjournment thereof.

The Board of Directors has selected March 5, 1997 as the record date for
the determination of stockholders entitled to notice of and to vote at the
meeting and at any adjournments thereof.

By Order of the Board of Directors

/s/ Richard M. Klapheke
----------------------------------
Louisville, Kentucky Richard M. Klapheke,
March 24, 1997 Secretary

GREAT FINANCIAL CORPORATION
329 W. MAIN ST.
LOUISVILLE, KENTUCKY 40202
(502) 587-8891

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

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 23, 1997

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

SOLICITATION AND VOTING OF PROXY

This proxy statement is being furnished to stockholders of Great Financial
Corporation (the "Company") in connection with the solicitation by the Board of
Directors of proxies to be used at the annual meeting of stockholders (the
"Meeting") to be held on April 23, 1997 at Commonwealth Convention Center, Room
207, 221 Fourth Avenue, Louisville, Kentucky at 10:00 a.m., Louisville time, and
at any adjournments thereof. The Meeting has been called to elect three
directors.

This proxy statement and the accompanying proxy card are initially being
mailed to stockholders on or about March 24, 1997.

It is necessary that holders of a majority of the shares be represented by
proxy or be present in person at the Meeting. Stockholders are requested to vote
by completing the enclosed proxy card and returning it signed and dated in the
enclosed postage-paid envelope. Stockholders are urged to indicate their vote in
the spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN
THEREIN. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL BE VOTED FOR
THE NOMINEES.

The Board of Directors knows of no additional matters that will be
presented for consideration at the Meeting. Execution of a proxy, however,
confers on the designated proxyholders discretionary authority to vote the
shares in accordance with their best judgment on such other business, if any,
that may properly come before the Meeting or any adjournments thereof.

A proxy may be revoked at any time prior to its exercise by the filing of
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Meeting and voting in person. However, if you are a stockholder whose shares are
not registered in your own name, you will need additional documentation from
your record holder to vote personally at the Meeting.

The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. In addition to the solicitation of proxies by mail,
Kissel-Blake Inc., a proxy solicitation firm, will assist the Company in
soliciting proxies for the Meeting and will be paid a fee of $4,500, plus
out-of-pocket expenses. Proxies may also be solicited personally or by telephone
or facsimile by directors, officers and regular employees of the Company or
Great Financial Bank, FSB (the "Bank"), without additional compensation
therefor. The Company will also request persons, firms and corporations holding
shares in their own names, or in the name of their nominees, which are
beneficially owned by others, to send proxy material to and obtain proxies from
such beneficial owners, and will reimburse such holders for their reasonable
expenses in doing so.

VOTING SECURITIES

The securities which may be voted at the Meeting consist of shares of
common stock of the Company (the "Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Meeting except as
described below. The close of business on March 5, 1997 has been fixed by the
Board of

-1-

Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Meeting and any
adjournments thereof. The total number of shares of Common Stock outstanding and
entitled to vote on the Record Date was 14,021,732 shares.

As provided in the Company's Certificate of Incorporation, holders of
Common Stock who beneficially own in excess of 10% of the outstanding shares of
Common Stock (the "Limit") are not entitled to any vote with respect to the
shares held in excess of the Limit. A person or entity is deemed to beneficially
own shares owned by an affiliate of, as well as persons acting in concert with,
such person or entity. The Company's Certificate of Incorporation authorizes the
Board of Directors (i) to make all determinations necessary to implement and
apply the Limit, including determining whether persons or entities are acting in
concert, and (ii) to demand that any person who is reasonably believed to
beneficially own stock in excess of the Limit supply information to the Company
to enable the Board to implement and apply the Limit.

The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote (after
subtracting any shares held in excess of the Limit pursuant to the Company's
Certificate of Incorporation) is necessary to constitute a quorum at the
Meeting. In the event there are not sufficient shares present in person or by
proxy to constitute a quorum at the Meeting, the Meeting may be adjourned in
order to permit the further solicitation of proxies.

The affirmative vote of a plurality of the Common Stock represented at the
Meeting is required to approve the election of each of the Company's nominees
for election as a director. Abstentions, broker non-votes and shares in excess
of the Limit will not be counted as present and voting.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information as to those persons
believed by management to be beneficial owners of more than 5% of the Company's
outstanding shares of Common Stock on the Record Date as disclosed in certain
reports regarding such ownership filed with the Company and with the Securities
and Exchange Commission ("SEC"), in accordance with Sections 13(d) or 13(g) of
the Securities Exchange Act of 1934, as amended ("Exchange Act") by such persons
or groups. Other than those persons listed below, the Company is not aware of
any person or group that owns more than 5% of the Company's Common Stock as of
the Record Date.

AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL BENEFICIAL PERCENT OF
TITLE OF CLASS OWNER OWNERSHIP CLASS
- -------------- ------------------------------------ ----------- ----------

Common Stock PNC Bank, Kentucky, Inc.(1) 2,093,067(2) 14.9
500 West Jefferson St.
Louisville, KY 40296, most of which
shares are held as trustee for Great
Financial employee benefit plans
(ESOP, RRP & 401(k))

- --------------------
(1) Under the rules of the SEC, PNC Bancorp, Inc., the parent company of PNC
Bank, Kentucky, Inc., and PNC Bank Corp., the parent company of PNC
Bancorp, Inc., are also deemed beneficial owners of the subject shares.
Their addresses are: 222 Delaware Ave., Wilmington, Delaware 19899; and
Fifth Ave. and Wood St., Pittsburgh, Pennsylvania 15222, respectively.

(2) As of February 14, 1997. The reporting persons hold substantially all of
the subject shares in a trustee capacity, and enjoy sole voting powers with
respect to 1,283,487 reported shares, sole dispositive powers

-2-

as to 130,625 shares, shared voting powers as to 809,580 shares and shared
dispositive powers with respect to 1,129,637 shares.

ELECTION OF DIRECTORS

The Bylaws of the Company provide that the Board of Directors shall be
composed of 11 members, unless the Board designates otherwise. The Board has
designated the number of directors to be nine. The Board of Directors is divided
into three classes, each of which contains one-third of the Board. The directors
are elected by the stockholders for staggered three year terms. One class of
directors, consisting of Messrs. Burks, Greenwell and Wetzel, has a term of
office expiring at the 1997 Annual Meeting, or until the director's successor is
duly elected and qualified. Each of these directors has been nominated for terms
expiring at the 2000 annual meeting, or until their successor is duly elected
and qualified.

The nomination by stockholders of directors is governed by Article I,
Section 6 of the Company's Bylaws. It provides that a nomination for election to
the Board of Directors may be made at a meeting of the stockholders at which
directors are to be elected only by a stockholder entitled to vote in such
election and that such nomination must be made by giving timely notice thereof
to the Company. Such notice must include (i) as to each proposed nominee, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
under Regulation 14A under the Exchange Act (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); and (ii) as to the stockholder giving notice (a) the name
and address, as they appear on the Company's record books, of such stockholder
and (b) the class and number of shares of the Company's capital stock that are
beneficially owned by such stockholder. To be timely, a stockholder's notice
must be delivered or mailed to and received at the principal executive offices
of the Company not less than 90 days prior to the date of the meeting; provided
that if fewer than 100 days' prior notice or prior disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be received not later than the close of business on the 10th day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made.

Information concerning the three nominees proposed by the Board of
Directors for election, along with information concerning directors continuing
in office, is set forth below.

In the event that any of the above-named nominees for director becomes
unable or unwilling to accept nomination or election, the person or persons
voting the proxy will vote for the election in his or her stead of such person
as the Board of Directors may recommend. Unless otherwise instructed on the
proxy, the proxy holders will vote the proxies received by them FOR the election
of the nominees shown below.

Positions Held With Director
Name Age(1) the Company/Bank Since(2)
---- ------ ------------------- --------

NOMINEES FOR TERMS TO EXPIRE AT 2000 ANNUAL MEETING

Ishmon F. Burks 51 Director 1994

George L. Greenwell 68 Director 1982

Hugh Don Wetzel 51 Director 1982

CONTINUING DIRECTORS UNTIL 1998 ANNUAL MEETING

Paul M. Baker 50 Director (Vice Chairman) 1992
of Company, Chairman of
Bank, President of
Company

Prentice E. Brown, Jr. 59 Director 1982

-3-

Richard L. Feltner 58 Director 1984

CONTINUING DIRECTORS UNTIL 1999 ANNUAL MEETING

Madeline M. Abramson 41 Director 1993

Jack E. Hartz 68 Chairman of the Board 1978
of Directors

Hugh G. Hines, Jr. 60 Director 1983

- ------------------------
(1) As of March 1, 1997
(2) Director of Company or, prior to formation of the Company, the predecessor
of the Bank.

PAUL M. BAKER serves as Chairman of the Bank and Vice-Chairman of the
Company. Mr. Baker also serves as the Chief Executive Officer of the Bank and
the Company, positions he has held since January 1993 and December 1993,
respectively. From 1992 to February, 1995 he served as President of the Bank.
Mr. Baker served as General Counsel to the Bank from 1982 until 1992.

PRENTICE E. BROWN, JR. is the Chairman of Johnston, Brown, Burnett &
Knight, Inc., an investment banking firm. Mr. Brown is also a director of
Louisville Bedding Company.

RICHARD L. FELTNER has been a Professor of Economics at Bellarmine College
in Louisville, Kentucky since 1992. Prior to that, he was Dean of the School of
Business at the same college. Mr. Feltner also serves on the Board of Directors
of Delta Dental of Kentucky, Inc.

MADELINE M. ABRAMSON served as a paralegal to a Louisville, Kentucky law
firm from 1986 until February 1992. Mrs. Abramson is active in many civic
organizations, including serving on the board of such organizations as the
Jewish Hospital Foundation, American Heart Association, Maryhurst, Jewish Family
and Vocational Services, American Red Cross and the Spina Bifida Association.

JACK E. HARTZ joined the Bank in 1953 and held various positions prior to
being elected President in 1987 and Chief Executive Officer in 1988. Mr. Hartz
held such positions until his retirement as President in January 1992 and Chief
Executive Officer in January 1993. Since 1993 Mr. Hartz has served as Chairman
of the Board of Directors of the Company.

HUGH G. HINES, JR. has been a District Agent for the Northwestern Mutual
Life Insurance Company since 1967. Mr. Hines is also a Director of Advanced
Marketing for the David A. Corrie General Agency, an insurance marketing firm,
and serves as an associate to the Todd Organization, an insurance marketing
firm.

ISHMON F. BURKS has served as Vice President, Administration at Spalding
University since 1995. From 1993-1994 he served as Vice President, Audit and
Loss Prevention, for McCrory Stores. During the 25 year period prior to that Mr.
Burks served in the U.S. Army in a variety of command and chief of staff
positions wherein he was responsible for coordinating and directing personnel,
financial, operational and logistical functions. Mr. Burks is also a founding
director of Louisville Development Bancorp, Inc., the holding company for
Louisville Community Development Bank.

GEORGE L. GREENWELL serves as a consultant to the Bank's mortgage division
and to Owensboro National Bank and has served as a consultant to The Mortgage
Acquisition Corporation, a private investment banking firm located in Boston,
Massachusetts.

HUGH DONALD WETZEL has served as President and Chief Executive Officer of
Wetzel's Super Markets, Inc. and as President of Don/Jac Corporation, a property
management agency located in Owensboro, Kentucky, for in excess of the past five
years.. Mr. Wetzel is also a charter member of the Food Marketing Institute, a
member of the Davis County School Board and President of HDW, Co., an Owensboro
advertising agency.

-4-

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During 1996 the Board of Directors of the Company held seven meetings and
the Board of Directors of the Bank held thirteen meetings. During 1996, no
director attended fewer than 75 percent of the meetings of the Boards of
Directors of the Company and Board committees on which they serve.

The Company and the Bank have the following committees:

The Compensation and Benefits Committee consists of Messrs. Wetzel, Brown,
Greenwell and Ms. Abramson. This committee establishes the compensation of the
Chief Executive Officer, and approves the compensation of senior officers, and
various compensation and benefits to be paid to employees of the Bank. This
committee met five times in 1996.

The Audit and Control Committee consists of Messrs. Feltner, Burks and
Hines. This committee generally reviews internal and external audit activities,
compliance activities, and the adequacy of the systems of internal control over
operations and financial reporting, and advises the Board and management on
broad issues related to these areas. This committee met five times in 1996.

The Executive Committee consists of Messrs. Baker, Feltner, Greenwell and
Hartz. The purpose of this committee is to study, advise, make recommendations
to, and act on behalf of the Board of Directors on matters relating to the
overall management of the Company and its subsidiaries; review policies and
practices relating to Board functions and operating practices and make
recommendations to the Board, as appropriate; and to study, advise, and make
recommendations to the Board concerning acquisitions and mergers contemplated by
the Company. This committee met three times in 1996.

The Nominating Committee consists of Messrs. Baker, Brown and Hartz and Ms.
Abramson. This committee has authority to review nominations for election to the
Board of Directors made by stockholders and to recommend to the Board nominees
for election to the Board. This committee met once in 1996.

STOCK OWNERSHIP OF MANAGEMENT

The following table sets forth information as of the Record Date as to
shares of Common Stock beneficially owned by directors and executive officers
individually and by all executive officers and directors as a group. Ownership
information is based upon information furnished by the respective individuals.

Shares of
Common Stock
Beneficially Percent of
Name Title Owned(1) Class
---- ----- ------------- ----------

Jack E. Hartz Chairman of the Board 139,270(3)(4) *
of Company, Vice Chairman
of the Board of Bank

Paul M. Baker Chairman of the Board of 351,794(3)(4) 2.5
the Bank, Vice Chairman
of the Board of the
Company, Chief Executive
Officer of Company and
Bank, President of Company

Arthur L. Harreld Executive Vice President 223,758(3)(4) 1.6
of Company and Bank

George L. Greenwell Director 108,472(2)(4) *

-5-

Prentice E. Brown, Jr. Director 95,433(2)(4) *

Hugh Donald Wetzel Director 66,922(2)(4) *

Hugh G. Hines, Jr. Director 87,832(2)(4) *

Richard L. Feltner Director 80,094(2)(4) *

Madeline M. Abramson Director 42,855(2)(4) *

Ishmon F. Burks Director 25,129(2)(4) *

Jack H. Shipman President and Chief Operating 31,132(3)(4) *
Officer of Bank, Executive
Vice President of Company

Richard M. Klapheke Executive Vice President 113,303(3)(4) *
and Chief Financial Officer
of Company and Bank, Treasurer
and Secretary of Company

James F. Statler Executive Vice President and 101,311(3)(4) *
Chief Administrative Officer of
Bank and Company

All directors and 1,467,505(3)(4) 10.0
executive officers as
a group (13 persons)

- ---------------------
* Does not exceed 1.0% of the Company's voting securities.

(1) Each person exercises sole (or shares with a spouse or other immediate
family member) voting and dispositive power as to the shares reported.
Beneficial ownership of shares held by family members may be disclaimed. A
person is deemed to beneficially own shares which they have the right to
acquire beneficial ownership of within 60 days. Shares subject to options
exercisable within 60 days are deemed outstanding for computing the
percentage of the outstanding shares held by the person holding such
options, but not for computing the percentage of shares held by any other
person.

(2) Includes 22,483 shares subject to options granted to each of Messrs.
Greenwell, Brown, Wetzel, Hines and Feltner and Ms. Abramson, respectively,
and 14,988 shares subject to options granted to Mr. Burks, under the Great
Financial Corporation 1994 Stock Option Plan for Outside Directors, which
are currently exercisable or become exercisable on or before April 14,
1997.

(3) Includes 7,930, 6,432, 9,489, 8,100 and 1,178 shares beneficially owned by
Messrs. Baker, Statler, Klapheke, Harreld and Shipman under the ESOP and
Savings Plan and 29,756, 198,375, 115,719, 56,206, 50,288 and 17,163 shares
subject to options granted to Messrs. Hartz, Baker, Harreld, Klapheke,
Statler and Shipman, respectively, under the Great Financial Corporation
1994 Incentive Stock Option Plan for Officers and Employees, which are
currently exercisable or become exercisable on or before April 14, 1997.

(4) Includes 35,709, 51,579, 27,774, 15,870, 19,341 and 4,124 shares awarded to
Messrs. Hartz, Baker, Harreld, Statler, Klapheke and Shipman under the
Great Financial Bank, FSB Recognition and Retention Plan for Officers and
Employees and includes 27,774, 15,210, 15,210, 15,210, 15,210, 8,817 and
6,613 shares awarded to Messrs. Greenwell, Brown, Wetzel, Hines, Feltner,
Burks and Ms.

-6-

Abramson under the Great Financial Bank, FSB Recognition and Retention Plan
for Outside Directors, and as to which voting may be directed.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC and provide the Company with
copies of such reports.

The Company has reviewed such reports received by it and written
representations from such persons who are known to the Company. Based solely on
such review, the Company believes that during the year ended December 31, 1996,
all filing requirements were timely met.

DIRECTORS' COMPENSATION

FEES. The annual retainer fee for outside directors of the Bank is $16,400,
plus $500 for each board meeting attended. The Bank has one director emeritus
who receives a retainer equal to the retainer received by the Bank's outside
directors. Directors of the Company receive an annual retainer fee of $5,000.

DIRECTORS' RETIREMENT PLAN. The Directors' Retirement Plan provides
retirement benefits for persons who served as outside directors of the Bank
prior to January 1, 1995 who retire at age 65 or who take early retirement.
Retirement benefits commence in the month following age 65, or in the event that
the director takes early retirement, in the month following the later of the
month of retirement or at the attainment of age 60. The benefit payable to a
director pursuant to the Retirement Plan is equal to an amount of the
then-Directors' fees multiplied by a percentage based upon years of service.
Benefits are payable until the later of ten years or death. Benefits payable
pursuant to the Retirement Plan range from a low of 10% for directors with
between six and seven years of service to 80% for directors with fifteen or more
years of service to the Board. No benefits are payable to directors with less
than six years of service. Partial benefits are payable in the event of
disability or death prior to retirement.

EXECUTIVE COMPENSATION.

The following table provides summary information concerning compensation
paid or accrued by the Company and its subsidiaries for services during the
years ended December 31, 1994, 1995 and 1996 to the named executive officers.

-7-

Annual Compensation(1) Long Term Compensation(2)
-------------------------------- --------------------------------
Awards
--------------------------------
Restricted Securities Other
Stock Underlying Compen-
Name and Principal Office Year Salary Bonus(3) Awards(4) Options/SARs sation(5)
- ------------------------- ---- -------- -------- --------- ------------- ----------

Paul M. Baker
President of Company, 1994 $238,500 $225,000 $859,630 330,625 $29,205
Chief Executive Officer 1995 238,500 225,000 - - 27,328
of Company and Bank 1996 238,500 230,175 - - 25,386

Jack H. Shipman 1995 200,000 50,000 120,475 - 42,023
President of Bank, 1996 215,000 92,070 - - 15,035
Executive Vice President
of Company

Arthur L. Harreld,
Executive Vice President 1994 208,359 203,343 462,880 192.865 25.695
of Company and Bank, 1995 210,000 90,000 - - 15,990
President of Mortgage 1996 210,000 92,070 - - 15,267
Division

James F. Statler
Executive Vice President 1994 129,383 77,630 264,500 77,146 4,620
and Chief Administrative 1995 140,000 70,000 - 10,000 10,756
Officer of Company and 1996 150,000 92,070 - - 10,033
Bank

Richard M. Klapheke
Executive Vice President,
Chief Financial Officer 1994 127,600 74,950 322,350 93,677 17,130
of Company and Bank, 1995 140,000 70,000 - - 17,253
Treasurer and Secretary 1996 150,000 92,070 - - 16,530
of Company

- ------------------
(1) There were no (a) perquisites over the lesser of $50,000 or 10% of the
individual's total salary and bonus for the year: (b) payments of
above-market preferential earnings on deferred compensation; (c) payments
of earnings with respect to long-term incentive plans prior to settlement
or maturation; (d) tax payment reimbursements; or (e) preferential
discounts on stock.
(2) There were no long term compensation payouts in 1996.
(3) "Bonus" consists of payments to certain officers earned with respect to the
subject year.
(4) There was no market for the reported shares on March 30, 1994 (the date of
the 1994 grants). The price used to value the shares awarded in 1994 was
the value ascribed to the shares in connection with the conversion of the
Bank to stock form, which conversion was effected on March 30, 1994. The
numbers of shares awarded were 85,963, 46,288, 26,450 and 32,235 to Messrs.
Baker, Harreld, Statler and Klapheke, respectively. These grants represent
the sole restricted shareholdings of the named executive officers. The
shares awarded in 1994 vest in five equal annual installments commencing
April 14, 1995. Mr. Shipman's shares vest in five equal installments
commencing April 12, 1996. Dividends paid on such shares accrue and are
paid on distribution.
(5) For 1996 includes contributions under the Savings Plan ($3,321; $2,867;
$3,325; $3,325 and $3,325, respectively) and ESOP ($3,195 for each person),
and premiums paid on life insurance policies ($18,870; $8,973; $8,747;
$3,513; and $10,010 respectively).

-8-

STOCK OPTIONS

The Company granted no stock options to the named executive officers during
1996. The Company has no outstanding stock appreciation rights ("SARs").

The following table provides information with respect to the named
executive officers concerning the exercise of options during 1996 and
unexercised options held as of December 31, 1996.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

Value of
Unexercised
Unexercised in-the-Money
Options Options
at Fiscal at Fiscal
Acquired Year End Year End(2)
On Value Exercisable/ Exercisable/
Name Exercise Realized(1) Unexercisable Unexercisable
---- -------- ----------- ------------- -------------

Paul M. Baker 0 - 132,250/198,375 $2,545,813/3,818,719
Jack H. Shipman 6,837 $110,247 3,163/40,000 46,259/585,000
Richard M. Klapheke 0 - 37,470/56,207 721,298/1,081,985
James F. Statler 0 - 32,858/54,288 605,767/938,044
Arthur L. Harreld 0 - 77,146/115,719 1,485,061/2,227,591

- -----------------------
(1) Represents the difference between the closing market price for the Common
Stock on the date of exercise and the option price paid upon exercise.
(2) Market value of underlying securities at December 31, 1996 ($29.25) minus
the exercise price at December 31, 1996.

EMPLOYMENT AGREEMENTS

The Bank has employment agreements with each of the named executive
officers. The employment agreements provide for a two and one-third year term.
In no event may the term of the agreement extend beyond the last day of the
month in which the executive reaches retirement age. The agreements provide that
the base salary of each respective executive will be reviewed annually. The base
salaries for 1997 of Messrs. Baker, Shipman, Harreld, Statler and Klapheke are
$257,500, $235,000, $220,500, $161,250 and $161,250, respectively. In addition
to the base salary, the agreements provide for, among other things, disability
coverage, participation in stock benefit plans and other fringe benefits
applicable to senior management personnel. In addition, the named executive
officers may elect to defer cash compensation which will be due them from the
Bank for services rendered. Such deferred payments will include interest
accruing on the deferred amounts at the Bank's statement savings account rates.
Payment of the deferred amounts will accelerate upon death, retirement or
permanent disability, or upon a change in control of the Bank.

While not covered in the agreements, the Bank also has certain
understandings with each of the named executive officers respecting the payment
of bonuses, based upon prescribed formulas and targeted operating results.

If within three years of a "change in control" the employee's employment is
terminated without cause, or he terminates his employment for "good reason," the
executive is entitled to severance pay in an amount equal to (i) the amount due
through the date of termination, (ii) two additional years' compensation at the
rate

-9-

in effect on the date of termination, and (iii) employee's bonus compensation
(if any) for the previous year, multiplied by two. Additional such benefits
include reimbursement of certain legal fees and participation in employee
benefit plans.

Under the agreements, "good reason" includes a failure of the Bank to
ensure that a successor assumes all of its obligations to the employee under the
employment agreement, the assignment of duties inconsistent with prior duties or
change of title, relocation more than 30 miles from the employee's base
location, or the material reduction of employment benefits within three years
from the date of a change in control. A "change in control" is defined as (i)
during any period of three consecutive years individuals who at the beginning of
such period constitute the Board of Directors of the Bank cease to constitute a
majority thereof, unless the election or nomination for election of each new
director was approved by at least two-thirds of the Board members then still in
office who were Board members at the beginning of the period or were similarly
nominated, (ii) the business of the Company or the Bank for which the employee's
services are principally performed is disposed of by the Company or the Bank
pursuant to a partial or complete liquidation of the Company or the Bank, a sale
of assets of the Company or the Bank, or otherwise, (iii) the Bank or the
Company consummating a transaction contemplated by an agreement which results in
a change in control, (iv) a change in control as described in 12 CFR
ss.574.4(a), (v) the Board of the Bank or the Company adopting a resolution to
the effect that a change in control of the Bank or the Company for purposes of
the agreement has occurred, (vi) the occurrence of an event of a nature that
would be required to be reported in response to item 1(a) of the current report
on Form 8-K as in effect on the date of the agreement, pursuant to Section 13 or
15(d) of the Exchange Act, (vii) any "person" (as the term is used in Sections
13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as the
term is defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Bank or the Company representing 20 percent or more of the
Bank's or the Company's outstanding securities except for any securities of the
Bank purchased by the Company in connection with the conversion of the Bank to
stock form and any securities purchased by the Bank's employee stock ownership
plan and trust and (viii) the occurrence of a plan of reorganization, merger,
consolidation, sale of all or substantially all assets of the Bank or the
Company or a similar transaction in which the Bank or the Company is not the
resulting entity.

In the event of involuntary termination other than "for cause," death,
disability, "good reason," or following a change in control, the executive is
entitled to severance pay in an amount equal to the amount due for the remaining
term of the employment agreement, provided the executive in good faith actively
seeks employment and offsets any compensation due by new compensation earned.

Payments to the executives under the Bank's agreements are guaranteed by
the Company. Payments and benefits under the employment agreements, made
contingent upon a change in control, if they would constitute an excess
parachute payment under Section 280G of the Internal Revenue Code ("Code") would
be reduced to $1.00 less than the excess parachute amount.

RETIREMENT PLAN

The Bank maintains a defined benefit plan (the "Retirement Plan") for
salaried employees who have attained the age of 21 and have completed one year
of service. The Retirement Plan is designed to comply with the requirements
under Section 401(a) of the Code. The Retirement Plan provides for a monthly
benefit to the employee upon retirement at the age of 65, or if later, the fifth
anniversary of the employee's initial participation in the Retirement Plan. The
Retirement Plan also provides for a benefit upon the participant's death or
early retirement. Early retirement is conditioned upon the attainment of the age
of 45, and the completion by the participant of five years of service. Benefits
under the Plan are determined based on a formula taking into account the
participant's final average earnings, social security benefits and years of
credited service under the respective Retirement Plan. The benefit formula for
normal retirement is an amount equal to 1.5% of the participant's average annual
base wage (determined by using the participant's earnings for the highest five
complete consecutive calendar years of service) for the Bank multiplied by the
number of years of service credited to the participant for benefit purposes.

The following table sets forth the estimated annual benefits payable upon
retirement at age 65 expressed in the form of a single life annuity, for the
final average salary and benefit service classifications specified.

-10-

RETIREMENT INCOME PLAN
ESTIMATED ANNUAL BENEFITS
PAYABLE AT AGE 65
- ------------------------------------------------------------------------------------------
FINAL 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
AVERAGE BENEFIT BENEFIT BENEFIT BENEFIT BENEFIT
COMPENSATION SERVICE SERVICE SERVICE SERVICE SERVICE
- ------------ -------- -------- --------

$25,000 $ 5,600 $ 7,500 $ 9,400 $11,300 $13,100
50,000 11,300 15,000 18,800 22,500 26,300
75,000 16,900 22,500 28,100 33,800 39,400
100,000 22,500 30,000 37,500 45,000 52,500
150,000 33,800 45,000 56,300 67,500 78,800
200,000 33,800 45,000 56,300 67,500 78,800

The approximate years of service, as of December 31, 1996 for the named
executive officers are as follows: Baker--4, Shipman--2, Klapheke--18,
Harreld--23, and Statler--13.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The Bank maintains a non-qualified Supplemental Executive Retirement Plan
("SERP") for certain executive officers and their beneficiaries whose benefits
from the Retirement Plan are reduced by reason of the annual limitation on
benefits imposed by Section 415 of the Code and the limitations imposed on
compensation taken into consideration in the determination of benefits under the
Retirement Plan due to Section 401(a)(17) of the Code. Benefits under the SERP
are paid to the participant in the same form as the participant elects under the
Retirement Plan. However, the SERP does provide for the payment of benefits in
the form of a lump sum if no written election is made by the participant. Under
the SERP, compensation is defined to include all regular pay, overtime and
bonuses. The SERP benefit is a monthly benefit equal to 70% of Average Monthly
Compensation, as defined in the SERP, offset by a participant's Retirement Plan
accrued benefit, certain Social Security benefits, certain vested benefits under
the Bank's Employee Stock Ownership Plan, and certain vested benefits attributed
to the Bank's 401(k) Savings Plan. In addition, there is a reduction for each
month by which a participant's years of benefit service falls short of 30 years
(0.125% for first 120 months, 0.167% for next 120 months and 0.250% for last 120
months).

The following table sets forth the estimated annual benefits payable upon
retirement at age 65 expressed in the form of a single life annuity for the
final average salary and benefit service classifications specified.

GREAT FINANCIAL BANK
SERP
--------------------------------------------------------------------------
FINAL 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
AVERAGE OF OF OF OF OF
COMPENSATION SERVICE SERVICE SERVICE SERVICE SERVICE
- ------------ -------- -------- -------- -------- --------

$25,000 $ 0 $ 0 $ 219 $ 969 $ 0
50,000 0 2346 3846 5346 3096
75,000 4698 8823 11073 13323 9948

-11-

100000 11108 16608 19608 22608 18108
150,000 24419 32669 37169 41669 34919
200,000 39870 50870 56870 62870 53870
250,000 55620 69370 76870 84370 73120

The approximate years of service, as of December 31, 1996 for the named
executive officers are as set forth above for the Retirement Plan.

COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's and the Bank's Compensation and Benefits Committees consist
of Messrs. Wetzel, Brown and Greenwell and Ms. Abramson. No member of such
Compensation and Benefits Committees was: (a) an officer of the Company or any
of its subsidiaries during the last fiscal year; (b) a former officer of the
Company or any of its subsidiaries (except for Mr. Greenwell, who retired as
President and Chief Executive Officer of Lincoln Service Mortgage Corporation (a
former subsidiary of the Bank) in 1987); or (c) an insider (i.e., a director,
officer or nominee or immediate family member of the foregoing) of the Bank who
engaged in transactions with the Company or any subsidiary involving more than
$60,000 during 1996, except for Mr. Greenwell, who had a consulting agreement
with the Bank which paid him $115,000 in 1996.

REPORT OF THE COMPENSATION AND BENEFITS COMMITTEE

The Compensation and Benefits Committees of the Company and the Bank (the
"Committee") review and recommend compensation of executive officers to the
Company's and Bank's Boards of Directors. The philosophy of the Company is to
provide compensation to the chief executive officer and the other executive
officers that is competitive with that of comparable institutions, that provides
the opportunity to earn cash bonuses if the performance of the Bank exceeds
stated goals, and that provides long-term incentives through stock-based
compensation benefits. Through its compensation policies, the Committee aims to
attract and retain the highly-skilled senior management necessary to ensure the
long-term success of the Company.

Following the conversion of the predecessor of the Bank from mutual to
stock form as a subsidiary of the Company in March 1994 (the "Conversion"), the
Bank entered into individually negotiated restated employment agreements with
the named executive officers (except for Mr. Shipman). The salary amounts
provided in the agreements were equal to the salary amounts which had been
provided in agreements which had previously been in existence between certain of
the employees and the Bank's predecessor and certain other of the employees
prior to the Conversion. The annual salaries for Bank executive officers were
based upon a general investigation of the levels of compensation at comparable
institutions carried out by the Bank's Compensation and Benefits Committee. In
determining the 1996 annual compensation, factors generally considered were
subjective considerations of management effectiveness, maintenance of regulatory
compliance standards, professional leadership and contributions to the Bank's
success. At Mr. Baker's request, his annual salary was not increased for 1996.

In 1996 the Committee adopted a bonus compensation plan which established
targeted after-tax earnings goals and an efficiency ratio goal. Each executive
officer was then assigned a potential bonus assuming that the targeted
efficiency ratio and the earnings goals were achieved. In the event the goals
were not achieved, the plan provided for a pro rata reduction in the bonus
amount, or a complete forfeiture in the event the earnings were at or below a
specified amount. On the other hand, in the event the earnings were above the
target, the bonus payment could be increased above the set amount (subject to a
cap). Because the efficiency ratio goal was achieved and after-tax earnings
target exceeded during 1996, in January, 1997 the Committee awarded each of the
executive officers bonus amounts in excess of the set target bonus.

-12-

COMPENSATION AND BENEFITS COMMITTEE OF THE COMPANY AND THE BANK

Hugh Donald Wetzel
George L. Greenwell
Prentice E. Brown, Jr
Madeline M. Abramson

PERFORMANCE GRAPH

The following graph shows a thirty-three month comparison of total
shareholder return on the Common Stock since March 30, 1994, with the cumulative
total return of both a broad-market index and a peer group index. The
broad-market index chosen was the NASDAQ National Market and the group index
chosen was the NASDAQ Bank Stocks Total Return Index. The graph assumes the
value of the investment in Common Stock and in each index was $100 at March 30,
1994 and that all dividends were reinvested.

COMPARISON OF 33 MONTH CUMULATIVE TOTAL RETURN

Measurement Period Great Financial Nasdaq Stock
(Fiscal Year Covered) Corporation Market-US Nasdaq Bank

3/94 100 100 100
12/94 105 101 102
12/95 163 144 150
12/96 203 178 199

TRANSACTIONS WITH CERTAIN RELATED PERSONS

As of December 31, 1996, the Company's directors and executive officers had
loans outstanding from the Bank of approximately $609,255 in the aggregate. All
such loans were made 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 other persons and do not
involve more than the normal risk of collectibility or present other unfavorable
features.

In connection with certain split-dollar insurance arrangements with
executive officers of the Company proposed to be entered into in 1997, the
Company may engage the Todd Organization to serve as placement agent. Hugh
Hines, a director of the Company and associate of the Todd Organization, would
receive commissions of approximately $120,000 over a ten-year period in
connection with such engagement.

The Company has a consulting agreement with Mr. Greenwell. The agreement
provides for Mr. Greenwell to provide consulting services to the Bank's mortgage
division. The agreement provides for annual payments of $115,000 in
consideration of such services and will expire on December 31, 1998.

-13-

OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING

The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Meeting, it is the intention of the Board of Directors to vote the shares
represented thereby on such matters in accordance with their best judgment.

INFORMATION CONCERNING INDEPENDENT ACCOUNTANTS

Management intends to recommend that Deloitte & Touche LLP act as the
Company's independent public accountants and auditors for the year ending
December 31, 1997 and it is anticipated that such recommendation will be
followed by the Company's Board of Directors. A representative from such firm is
expected to be present at the Meeting and will be available to make a statement
should he so desire, and respond to appropriate questions.

STOCKHOLDER PROPOSALS

To be considered for inclusion in the proxy statement and proxy relating to
the Annual Meeting of Stockholders to be held in 1998, a stockholder proposal
must be received by the Secretary of the Company at the address set forth on the
first page of this Proxy Statement, no later than December 1, 1997 (assuming
proxy materials for the 1998 Annual Meeting are mailed by March 30, 1998). Any
such proposal will be subject to Rule 14a-8 of the Rules and Regulations under
the Exchange Act.

Whether or not you intend to be present at this Meeting, you are urged to
return your proxy promptly. If you are present at this Meeting and wish to vote
your shares in person, your proxy may be revoked upon request.

By Order of the Board of Directors

/s/ Richard M. Klapheke
----------------------------------
Louisville, Kentucky Richard M. Klapheke
March 24, 1997 Secretary

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
PLAN TO ATTEND, YOU ARE REQUESTED TO SIGN AND PROMPTLY RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED ENVELOPE.

-14-
18
Appendix A

PROXY GREAT FINANCIAL CORPORATION PROXY

ANNUAL MEETING OF STOCKHOLDERS, APRIL 23, 1997

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints Jack E. Hartz and Paul M. Baker, or either
of them, as proxies, with power of substitution, to vote all shares of the
undersigned, at the annual meeting of the stockholders of Great Financial
Corporation, to be held on April 23, 1997, at 10:00 a.m. Eastern Standard Time,
at Commonwealth Convention Center, Room 207, 221 Fourth Ave., Louisville,
Kentucky, and at any adjournments or postponements thereof, in accordance with
the directions given on the reverse side.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTIONS
ARE GIVEN, THE SHARES WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR
DIRECTOR. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY
WILL BE VOTED BY THOSE NAMED IN THIS PROXY AS DIRECTED BY THE BOARD OF
DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.

(Continued and to be signed on reverse side)

(Continued from other side)

(1) ELECTION OF DIRECTORS.

[ ] FOR ALL [ ] WITHHOLD AS TO ALL [ ] FOR ALL EXCEPT

(INSTRUCTION: To withhold authority to vote for any individual nominee, check
the box to vote "FOR ALL EXCEPT" and strike a line through the
nominee's name with respect to whom you choose to withhold
authority.)

Ishmon F. Burks, George L. Greenwell and Hugh Don Wetzel

(2) In their discretion, on such other matters as may properly come before the
meeting.

PLEASE SIGN AND DATE BELOW AND RETURN PROMPTLY

_________________________________
Signature

__________________________________
Signature (if held jointly)

Dated: ____________________, 1997

SIGNATURE OF SHAREHOLDER(S)
SHOULD CORRESPOND EXACTLY WITH
THE NAME PRINTED HEREON. JOINT
OWNERS SHOULD EACH SIGN
PERSONALLY. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC.,
SHOULD GIVE FULL TITLE AND
AUTHORITY.