S.Y. BANCORP, INC.
                            1995 STOCK INCENTIVE PLAN

     1.   PURPOSE. The name of this plan is the S.Y. Bancorp, Inc. 1995 Stock
Incentive Plan (the "Plan"). The purpose of the Plan is to further the best
interests of S.Y. Bancorp, Inc. (the "Company") by (a) assisting the Company and
its Subsidiaries (as hereinafter defined) in attracting and retaining key
employees and nonemployee directors and (b) providing such persons with an
additional incentive to work to increase the value of the Company's stock by
granting them a stake in the future of the Company, which corresponds to the
stake of each of the Company's shareholders.

     2.   DEFINITIONS.

     As used in this Plan, the following terms shall have the meanings set forth
below:

     (a) "Award" shall mean any grant under the Plan in the form of Stock
Options, Stock Appreciation Rights or any combination thereof.

     (b) "Board" shall mean the Board of Directors of the Company.

     (c) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, or any successor thereto.

     (d) "Committee" shall mean the Compensation Committee of the Board, or any
other committee the Board may subsequently appoint to administer the Plan. The
Committee shall be composed of not less than three directors, each of whom is a
Disinterested Person.

     (e) "Disabled" or "Disability" shall have the meaning assigned thereto in
section 22(e)(3) of the Code.

     (f) "Disinterested Person" shall mean any person who is not and has not
within the prior one year been eligible for selection as a person to whom Stock
may be allocated or to whom Stock Options or Stock Appreciation Rights may be
granted pursuant to this Plan or any other plan of the Company or any of its
affiliates, entitling the participants therein to acquire Stock, stock options,
or stock appreciation rights of the Company or any of its affiliates. For
purposes of this definition, the terms contained herein shall have the same
meaning as they have in Rule 16b-3(d)(3) promulgated under the Securities
Exchange Act of 1934.

     (g) "Eligible Employee" shall mean an employee of the Company, its Parent,
if any, or any Subsidiary who is described in Section 5 of the Plan.

     (h) "Exercise Price" shall have the meaning set forth in Section 6(c) of
the Plan.

     (i) "Fair Market Value" shall mean, as of any given date, with respect to
any Awards granted hereunder, the mean of the high and low trading price of the
stock on such date as reported on the National Association of Securities Dealers
Automated Quotation System or, if the stock is admitted to trade on a national
securities exchange, on such exchange; provided, however, that if any such
quotation system or exchange is closed on any day on which Fair

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Market Value is to be determined, Fair Market Value shall be determined as of
the first day immediately preceding such day on which such exchange or quotation
system was open for trading.

     (j) "Incentive Stock Option" shall mean any stock option intended to
qualify as an "incentive stock option" within the meaning of Section 422 of the
Code.

     (k) "Insider" shall mean any individual who is subject to Section 16(b) of
the Securities Exchange Act of 1934, as amended.

     (1) "Nonemployee Director" shall mean any person who is not an employee of
the Company or any Subsidiary or affiliate (as such term is defined in Rule 405
of the Securities Act of 1933, as amended) of the Company and who on or after
April 26, 1995 serves as a member of the Board.

     (m) "Nonqualified Stock Option" means any stock option granted under the
Plan that is not designated as an Incentive Stock Option.

     (n) "Parent" shall have the meaning assigned thereto in section 424 of the
Code and the regulations promulgated there under.

     (o) "Rule 16b-3" shall mean Rule 16b-3, as promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
or any successor regulation.

     (p) "Stock" shall mean the common stock, no par value, of the Company.

     (q) "Stock Appreciation Right" shall mean the right pursuant to an Award
granted under Section 7 of the Plan, (i) in the case of a Related Stock
Appreciation Right (as defined in Section 7 of the Plan), to surrender to the
Company all or a portion of the related Stock Option and receive an amount equal
to the excess of the Fair Market Value of one share of Stock as of the date such
Stock Option or portion thereof is surrendered over the Exercise Price per share
specified in such Stock Option, multiplied by the number of shares of Stock in
respect of which such Stock Option is being surrendered, and (ii) in the case of
a Freestanding Stock Appreciation Right (as defined in Section 7 of the Plan, to
exercise such Freestanding Stock Appreciation Right and receive an amount equal
to the excess of the Fair Market Value of one share of Stock as of the date of
exercise over the price per share specified in such Freestanding Stock
Appreciation Right, multiplied by the number of shares of Stock in respect of
which such Freestanding Stock Appreciation Right is being exercised.

     (r) "Stock Option" shall mean any option to purchase shares of Stock
granted pursuant to Section 6 of the Plan.

     (s) "Stock Ownership," whenever necessary to determine a person's stock
ownership in the Company, its Parent or any Subsidiary, shall include stock
actually owned and stock indirectly owned by application of the rules of
attribution contained in section 424(d) of the Code.

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     (t) "Subsidiary" shall have the meaning assigned thereto in section 424 of
the Code and the regulations promulgated thereunder. A "Subsidiary" shall
include any entity which becomes a Subsidiary after the date of adoption of this
Plan.

     (u) "Surrendered Shares" shall mean the shares of Stock described in
Section 7 of the Plan which (in lieu of being purchased) are surrendered for
cash or Stock, or for a combination of cash and Stock, in accordance with
Section 7.

     3.   ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Committee.

     The Company, by action of the Committee, and subject to other provisions
and limitations of this Plan, may from time to time grant Awards to such
Eligible Employees as the Committee may in its sole discretion determine, for
such number of shares of the Company's Stock and on such terms and conditions as
the Committee may determine in its sole discretion.

     The Committee may make, publish, amend, and rescind such rules and
practices as it may in its sole discretion deem necessary or helpful to the
administration of the Plan and the issuance and exercise of Awards granted
pursuant to the Plan.

     All decisions made by the Committee pursuant to the provisions of the Plan
and as to the terms and conditions of any Award (and any agreements relating
thereto) shall be final and binding on all persons.

     4.   AVAILABLE SHARES. The aggregate maximum number of shares of Stock
reserved and available for issuance under this Plan shall be eighty thousand
(80,000). All such shares shall be reserved to the extent the Company deems
appropriate from authorized but unissued shares of Stock and from shares of
Stock which have been reacquired by the Company. Any shares of Stock subject to
a Stock Option which remain unissued after the cancellation, expiration or
exchange of such Stock Option shall again become available for use under the
Plan, but any Surrendered Shares which remain unissued after the surrender of a
Stock Option under Section 7 of the Plan and any shares of Stock used to satisfy
a withholding obligation under Section 6(g) of the Plan shall not again become
available for use under the Plan.

     5.   EMPLOYEES ELIGIBLE TO PARTICIPATE IN THE PLAN. An Eligible Employee
shall mean a salaried employee of the Company, its Parent, if any, or its
Subsidiaries who is designated by the Committee, in its sole discretion, as
eligible to receive Awards pursuant to this Plan.

     6.   STOCK OPTIONS.

     (a) FORM. The Stock Options granted pursuant to this Plan shall be in such
form as the committee may from time to time approve. Each grant of a Stock
Option pursuant to this Plan shall be made in writing upon such terms and
conditions as may be determined by the Committee at the time of grant, subject
to the terms, conditions, and limitations set forth in this Plan. The grant of
an option shall be evidenced by a written agreement executed by the Secretary of
the Company and the Eligible Employee.

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     (b) NATURE OF OPTIONS. The Committee shall have the right to grant any
Eligible Employee either Incentive Stock Options or Nonqualified Stock Options,
or both, and shall have the right to grant new Stock Options in exchange for
outstanding Stock Options, which have a higher or lower Exercise Price. Whether
an option is to be an Incentive Stock Option or a Nonqualified Stock Option
shall be determined by the Committee in its sole discretion. Each option that
the Committee intends to constitute an Incentive Stock Option shall be
specifically designated as such and each option that is not intended to
constitute an Incentive Stock Option shall specifically state "This option is
not an incentive stock option." If any option is issued without a specific
designation, it shall be deemed to constitute a Nonqualified Stock Option. The
Committee may, however, specifically provide that a Stock Option shall
constitute an Incentive Stock Option to the extent of its exercise as to any
particular number of shares and a Nonqualified Stock Option to the extent of the
remainder of the shares, provided the Committee specifically provides that the
Stock Option shall be deemed an Incentive Stock Option to the extent of the
first shares exercised up to the number of shares as to which the option is
intended to constitute an Incentive Stock Option, and that the option shall be
considered a Nonqualified Stock Option as to the remainder of the shares as to
which it is exercised.

     (c) EXERCISE PRICE. The Stock Options granted pursuant to this Plan shall
provide a specified price at which the shares subject to the Stock Option may be
purchased (hereinafter called the "Exercise Price"). If any Stock Option issued
pursuant to this Plan is designated as an Incentive Stock Option, the Exercise
Price for each share of Stock subject to the Incentive Stock Option shall,
except as hereinafter provided, be an amount at least equal to the Fair Market
Value of one share of Stock of the Company as of the date of grant of the
Incentive Stock Option. Notwithstanding the above, in the event that on the date
of grant of the Incentive Stock Option, an Eligible Employee owns stock (taking
into account all classes of stock which are then outstanding) in the Company
which possesses more than 10% of the total combined voting power of all classes
of stock of the Company or owns stock of a Parent or a Subsidiary of the Company
which possesses more than 10% of the total combined voting power of all classes
of stock of the Company's Parent or its Subsidiary, the Exercise Price for each
share of Stock subject to the Incentive Stock Option (to the extent required by
the Code at the time of grant) shall be an amount equal to at least 110% of the
Fair Market Value of one share of Stock of the Company as determined as of the
date of grant of the Incentive Stock Option. (For purposes of this paragraph,
the rules of attribution contained in section 424(d) of the Code (relating to
the attribution of Stock Ownership) shall be applied to determine Stock
Ownership.)

     (d) EXERCISE PERIOD. Each Stock Option by its terms shall provide the
period during which it is exercisable, provided, however, no Stock Option shall
be exercisable until the expiration of at least six months from the date the
Stock Option is granted. Each Stock Option granted under this Plan shall provide
an expiration date which date shall be set by the Committee but in no event
shall the expiration date of any Stock Option that is designated an Incentive
Stock Option be a date later than ten years from the date of grant of the
Incentive Stock Option or, if the grantee of the Incentive Stock Option, at the
time of grant, owns stock (taking into account all classes of stock then
outstanding) possessing more than 10% of the total combined voting power of all
classes of stock of the Company', its Parent, or any Subsidiary, the expiration
date of each such Incentive Stock Option (to the extent required by the Code at
the time of grant) shall not be more than five years from the date of grant.
(For purposes of this paragraph, the rules of attribution contained in section
424(d) of the Code (relating to the attribution of Stock Ownership) shall be
applied to determine Stock Ownership.) Each Incentive Stock Option issued

                                        4


under this Plan shall provide that, in the event of the retirement of an
Eligible Employee, to the extent such option is then exercisable, such option
may be exercised by the Eligible Employee within three months after the date of
retirement. Each Incentive Stock Option issued pursuant to this Plan shall
provide that, in the event' of the Disability of an Eligible Employee while
employed by the Company, its Parent or any Subsidiary, such option may
thereafter be exercised by the Eligible Employee in accordance with all the
terms and conditions of its original grant, including without limitation any
applicable vesting requirements. In the event of the Disability of an Eligible
Employee, all then outstanding Incentive Stock Options held by such Eligible
Employee may be exercised at any time within twelve months after the date of
determination of Disability as Incentive Stock Options, or thereafter until the
stated expiration dates of the options as Nonqualified Stock Options. In the
event of the death of an Eligible Employee while employed by the Company, its
Parent or any Subsidiary, all then outstanding Stock Options held by such
Eligible Employee shall become fully vested and immediately exercisable.
Further, each Incentive Stock Option issued pursuant to this Plan shall provide
that in the case of termination of employment by reason of the Eligible
Employee's death, the Incentive Stock Option may be exercised by the Eligible
Employee's estate or other person who receives the Stock Option by bequest or
the laws of descent and distribution for a period of twelve months after the
Eligible Employee's death. In no event shall the exercise period be extended
beyond the time which the Eligible Employee would have been required to exercise
the Incentive Stock Option had he not terminated employment, become disabled or
died. The Committee shall, except as specifically restricted herein, in its own
discretion, determine the term of Nonqualified Stock Options that are issued
pursuant to this Plan and the circumstances in which such Nonqualified Stock
Options shall be exercisable beyond the termination of employment, disability or
death of the Eligible Employee; provided, that if the Nonqualified Stock Option
does not specifically state when it may be exercised after the termination of
the grantee's employment, death or disability, the Stock Option shall be
governed by the provisions stated above for Incentive Stock Options. Except as
otherwise provided in this Section 6 or Section 16 of the Plan, or as determined
by the Committee in its sole discretion, if an Eligible Employee's employment
with the Company, any Subsidiary or any Parent terminates (including termination
for cause, voluntary resignation or other termination under mutually agreeable
circumstances), all Stock Options held by the Eligible Employee will terminate
immediately upon the effective date and time of the Eligible Employee's
termination of employment.

     (e) TRANSFERABILITY OF OPTIONS. Each Stock Option granted under this Plan
shall provide that such option shall be exercisable during the grantee's
lifetime only by the grantee and that such option shall not be transferable by
the grantee other than by will or the laws of descent and distribution. Stock
Options granted pursuant to this Plan may, but need not, provide for exercise by
the grantee's estate or other person who obtains the right to exercise the
option by bequest or pursuant to the laws of descent and distribution.

     (f) METHOD OF EXERCISE. Stock Options may be exercised by giving written
notice of exercise delivered in person or by mail at the Company's principal
executive office, specifying the number of shares of Stock with respect to which
the Stock Option is being exercised, accompanied by payment in full of the
Exercise Price. Each Stock Option shall provide that payment of the Exercise
Price may be made either in cash, by check acceptable to the Committee or, at
the discretion of the Committee, in a number of shares of Stock of the Company
having an aggregate Fair Market Value equal to the Exercise Price, or by a
combination of the foregoing forms of consideration. The Committee may also (in
its discretion) allow an Eligible Employee

                                       5


to pay such Exercise Price (in whole or in part) by electing that the Company
withhold shares of Stock (that otherwise would be transferred to such Eligible
Employee as a result of the exercise of such Stock Option) to the extent
necessary to pay such Exercise Price. Any payment made in Stock shall be treated
as equal to the Fair Market Value of such Stock on the date that a properly
endorsed certificate for such Stock is delivered to the Committee or the date
that Stock is treated by the Committee as withheld from the exercise of the
Stock Option. Each Stock Option shall provide that the Exercise Price shall be
payable upon or before the issuance of the Stock of the Company to be received
pursuant to the exercise of the Stock Option.

     (g) STATEMENT AS TO WITHHOLDING OF FEDERAL INCOME OR OTHER TAXES. The
exercise or surrender of any Stock Option granted under the Plan or the exercise
of a Freestanding Stock Appreciation Right shall constitute an Eligible
Employee's full and complete consent to whatever action the Committee deems
necessary to satisfy the federal and state tax withholding requirements, if any,
which the Committee in its discretion deems applicable to such exercise or
surrender. The Committee shall also have the right to provide in an option
agreement that an Eligible Employee may elect to satisfy federal and state tax
withholding requirements through a reduction in the number of shares of Stock
actually transferred to him or her under the Plan, and if the Eligible Employee
is an Insider, any such election and any such reduction shall be effected so as
to satisfy the conditions to the exemption under Rule 16b-3.

     (h) ADDITIONAL INCENTIVE STOCK OPTION LIMITATION. No Stock Option that is
designated an Incentive Stock Option shall be issued pursuant to terms under
which the right to exercise the Incentive Stock Option is affected by the
exercise of another Stock Option or the right to exercise another Stock Option
is affected by exercise of the Incentive Stock Option.

     (i) ANNUAL LIMIT ON INCENTIVE STOCK OPTION. To the extent that the
aggregate Fair Market Value of Stock (determined as of the date an Incentive
Stock Option is granted) with respect to which Incentive Stock Options first
become exercisable in any calendar year exceeds $100,000, such Stock Options
shall be treated as Nonqualified Stock Options. The Fair Market Value of Stock
subject to any other option (determined as of the date such option is granted)
which (1) satisfies the requirements of Section 422 of the Code and (2) is
granted to an Eligible Employee under a plan maintained by the Company, a
Subsidiary or a Parent shall be treated (for purposes of this $100,000
limitation) as if granted under the Plan. The Committee shall interpret and
administer the limitations set forth in this Section 6(i) in accordance with
Section 422(d) of the Code.

     7.   STOCK APPRECIATION RIGHTS.

     (a) GRANT AND EXERCISE. Stock Appreciation Rights may be granted either in
conjunction with all or part of any Stock Option granted under the Plan
("Related Stock Appreciation Rights") or alone ("Freestanding Stock Appreciation
Rights") and, in either case, in addition to other Awards granted under the
Plan. Eligible Employees shall enter into a Stock Appreciation Rights agreement
with the Company if requested by the Committee, in such form as the Committee
shall determine.

     (i) TIME OF GRANT. Related Stock Appreciation Rights related to a
Nonqualified Stock Option may be granted either at or after the time of the
grant of such Nonqualified Stock Option. Related Stock Appreciation Rights
related to an Incentive Stock Option may be granted only at

                                        6


the time of the grant of such Incentive Stock Option. Freestanding Stock
Appreciation Rights may be granted at any time.

     (ii) EXERCISABILITY. Related Stock Appreciation Rights shall be exercisable
only at such time or times and only to the extent that the Stock Options to
which they relate shall be exercisable in accordance with their terms and
Freestanding Stock Appreciation Rights shall be exercisable from time to time in
accordance with such terms and conditions as shall be determined by the
Committee in its sole discretion at or after the time of grant; provided,
however, that any Stock Appreciation Right granted to an Insider shall not be
exercisable during the first six months from the date of grant of such Stock
Appreciation Right, except that this additional limitation shall not apply in
the event of death or Disability of the Insider prior to the expiration of the
six-month period. A Related Stock Appreciation Right granted in connection with
an Incentive Stock Option may be exercised only if and when the Fair Market
Value of the Stock subject to the Incentive Stock Option exceeds the Exercise
Price of such Stock Option.

     (iii) METHOD OF EXERCISE. Stock Appreciation Rights shall be exercised by
an Eligible Employee by giving written notice of exercise delivered in person or
by mail as required by the terms of any agreement evidencing the Stock
Appreciation Right at the Company's principal executive office, specifying the
number of shares of Stock in respect of which the Stock Appreciation Right is
being exercised. If requested by the Committee, the Eligible Employee shall
deliver to the Company the agreement evidencing the Stock Appreciation Right
being exercised and, in the case of a Related Stock Appreciation Right, the
Stock Option agreement evidencing any related Stock Option, for notation thereon
of such exercise and return thereafter of such agreements to the Eligible
Employee.

     (iv) AMOUNT PAYABLE. Upon the exercise of a Related Stock Appreciation
Right, an Eligible Employee shall be entitled to receive an amount in cash or
shares of Stock equal in value to the excess of the Fair Market Value of one
share of Stock on the date of exercise over the Exercise Price per share
specified in the related Stock Option, multiplied by the number of shares of
Stock in respect of which the Related Stock Appreciation Right shall have been
exercised, with the Committee having in its sole discretion the right to
determine the form of payment.

     Upon the exercise of a Freestanding Stock Appreciation Right, an Eligible
Employee shall be entitled to receive an amount in cash or shares of Stock equal
in value to the excess of the Fair Market Value of one share of Stock on the
date of exercise over the price per share specified in the Freestanding Stock
Appreciation Right, which shall be not less than 100% of the Fair Market Value
of the Stock on the date of grant, multiplied by the number of shares of Stock
in respect of which the Freestanding Stock Appreciation Right shall have been
exercised, with the Committee having in its sole discretion the right to
determine the form of payment.

     (b) TERMS AND CONDITIONS. Stock Appreciation Rights granted under the Plan
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee shall deem desirable.

     (i) TERM OF STOCK APPRECIATION RIGHTS. The term of a Related Stock
Appreciation Right shall be the same as the term of the related Stock Option. A
Related Stock Appreciation Right or

                                        7


applicable portion thereof shall terminate and no longer be exercisable upon the
exercise, termination, cancellation or surrender of the related Stock Option,
except that, unless otherwise provided by the Committee in its sole discretion
at or after the time of grant, a Related Stock Appreciation Right granted with
respect to less than the full number of shares of Stock covered by a related
Stock Option shall terminate and no longer be exercisable if and to the extent
that the number of shares of Stock covered by the exercise, termination,
cancellation or surrender of the related Stock Option exceeds the number of
shares of Stock not covered by the Related Stock Appreciation Right.

     The term of each Freestanding Stock Appreciation Right shall be fixed by
the Committee, but no Freestanding Stock Appreciation Right shall be exercisable
more than ten years after the date such right is granted.

     (ii) TRANSFERABILITY OF STOCK APPRECIATION RIGHTS. Stock Appreciation
Rights shall be transferable only when and to the extent that a Stock Option
would be transferable under Section 6(e) of the Plan.

     (iii) TERMINATION OF EMPLOYMENT. In the event of the termination of
employment of an Eligible Employee holding a Related Stock Appreciation Right,
such right shall be exercisable to the same extent that the related Stock Option
is exercisable after such termination.

     In the event of the termination of employment of the holder of a
Freestanding Stock Appreciation Right, such right shall be exercisable to the
same extent that a Stock Option with the same terms and conditions as such
Freestanding Stock Appreciation Right would have been exercisable in the event
of the termination of employment of the holder of such Stock Option.

     8.   GRANT OF OPTIONS TO NONEMPLOYEE DIRECTORS. Each Nonemployee Director
who is serving as such on April 26, 1995, shall as of such date automatically
(without any action by the Committee) be granted a Nonqualified Stock Option to
purchase one thousand (1,000) shares of Stock for an Exercise Price equal to
100% of the Fair Market Value of the Stock on such date. Each Nonemployee
Director who is first elected to serve as such after April 26, 1995 at any
annual or special meeting of shareholders of the Company shall as of the date of
such election automatically (without any action by the Committee) be granted a
Nonqualified Stock Option to purchase one thousand (1,000) shares of Stock for
an Exercise Price equal to 100% of the Fair Market Value of the Stock on such
date. Subject to Section 16 of the Plan, a Nonemployee Director must serve
continuously as a Nonemployee Director of the Company for a period of twelve
consecutive months after the date such Stock Option is granted before he or she
can exercise any part of such Stock Option. Thereafter, on and after the first
anniversary of the date of granting the Stock Option and before the second
anniversary, the Nonemployee Director may exercise the Stock Option with respect
to not more than 20% of the number of shares of Stock covered thereby; on and
after the second anniversary and before the third anniversary, the Nonemployee
Director may exercise the Stock Option with respect to not more than 40% of the
number of shares of Stock covered thereby; on and after the third anniversary
and before the fourth anniversary, the Nonemployee Director may exercise the
Stock Option with respect to not more than 60% of the number of shares of Stock
covered thereby; on and after the fourth anniversary and before the fifth
anniversary, the Nonemployee Director may exercise the Stock Option with respect
to not more than 80% of the number of shares of Stock

                                        8


covered thereby; and on and after the fifth anniversary and before the
expiration of the stated term of the Stock Option, which shall be ten years from
the date of its granting, the Nonemployee Director may at any time or from time
to time exercise the Stock Option with respect to all or any portion of the
shares of Stock covered thereby. If a Nonemployee Director's service with the
Company terminates by reason of permanent or total disability, death or
retirement or resignation from active service as a director of the Company, any
Stock Option held by such Nonemployee Director may be exercised for a period of
twelve months from the date of such termination or until the expiration of the
Stock Option, whichever is shorter, to the extent to which the individual would
on the date of exercise have been entitled to exercise the Stock Option if such
individual had continued to serve as a Nonemployee Director; provided, however,
if a Nonemployee Director's service with the Company terminates by reason of his
or her attainment of the Company's mandatory retirement age for directors, all
outstanding Stock Options granted under the Plan shall become fully vested and
immediately exercisable. All applicable provisions of the Plan not inconsistent
with this Section 8 shall apply to Nonqualified Stock Options granted to
Nonemployee Directors; provided, however, that the Committee may not exercise
discretion under any provision of the Plan with respect to Stock Options granted
under this Section 8 to the extent that such discretion is inconsistent with
Rule 16b-3. The maximum number of shares of Stock as to which Stock Options may
be granted to any Nonemployee Director under the Plan, as in effect through
April 25, 2005, shall be one thousand (1,000) shares of Stock. A grant of a
Nonqualified Stock Option to a Nonemployee Director under this Section 8 is
intended to allow such Nonemployee Director to be a Disinterested Person and all
Nonqualified Stock Options granted to Nonemployee Directors as well as this
Section 8 shall be construed to effect such intent.

     9.   TERMINATION OF EMPLOYMENT. The employment of an Eligible Employee by
the Company shall not be deemed to have terminated for purposes of this Plan if
the Eligible Employee is transferred to and becomes an employee of a Subsidiary
or Parent of the Company. Further, the Eligible Employee's employment by the
Company shall not be considered terminated if he becomes an employee of another
corporation (the "Other Company") which assumes the Stock Options issued
pursuant to this Plan or issues its own stock option in substitution of an
option issued under this Plan in a transaction to which section 424(a) of the
Code applies, provided he becomes an employee of the Other Company, its
Subsidiary or its Parent at the time of the transaction. Absence on leave,
whether paid or unpaid, approved by the management of the Company shall not
constitute the termination of employment for any purpose of this Plan, provided
the leave does not exceed ninety (90) days. To the extent required under Section
421 of the Code for favorable tax treatment for Incentive Stock Options, if the
period of leave of absence exceeds ninety (90) days, the leave of absence shall
be considered a termination of employment unless the Eligible Employee's right
to return is guaranteed by statute or contract. If the Eligible Employee's right
to return is not so guaranteed, the Eligible Employee shall be considered to
have terminated his employment, for purposes of this Plan, as of the end of the
ninetieth (90th) day of such absence. The immediately preceding two sentences
shall apply solely for tax treatment purposes and not for any other purpose
under the Plan.

     10.  REQUIREMENTS OF LAW. If any law, any regulation of the Securities and
Exchange Commission, or any regulation of any other commission or agency having
jurisdiction shall require the Company or the exercising optionee to take any
action with respect to the shares of Stock to be acquired upon exercise of a
Stock Option, then the date upon which the Company shall deliver or cause to be
delivered the certificate or certificates for the shares of Stock shall be

                                        9


postponed until full compliance has been made with all such requirements of law
or regulations. Further, if the Company shall so require at or before the time
of the delivery of the shares with respect to which the exercise of a Stock
Option has been made, the exercising optionee shall deliver to the Company his
written statement that he intends to hold the shares so acquired by him on
exercise of the Stock Option for investment only and not with a view to resale
or other distribution thereof to the public. Further, in the event the Company
shall have determined that in compliance with the Securities Act of 1933 or
other applicable statute or regulation, it is necessary to register any of the
shares of Stock with respect to which the exercise of a Stock Option has been
made, or qualify such shares for exemption from any requirements of the
Securities, Act of 1933 or other applicable statutes or regulations, then the
Company shall take such action at its own expense, but not until such action has
been completed shall the shares subject to the Stock Option be delivered to the
exercising optionee. Further, in the event at the time of exercise of the Stock
Option shares of Stock of the Company shall be listed on any stock exchange,
then if required to do so, the Company shall register the shares with respect to
which exercise is so made in accordance with the provisions of the Securities
Act of 1933 or any other applicable law or regulations, and the Company shall
make prompt application for the listing of option shares on such stock exchange,
again at the expense of the Company.

     11.  ADJUSTMENT. The number, kind or class (or any combination thereof) of
shares of Stock reserved under Section 4 of the Plan, the number, kind or class
(or any combination thereof) of shares of Stock subject to Awards granted under
the Plan, the Exercise Price of any outstanding Stock Options and the price per
share specified in a Freestanding Stock Appreciation Right shall be adjusted by
the Board in an equitable manner to reflect any change in the capitalization of
the Company, including, but not limited to, such changes as stock dividends or
stock splits. Furthermore, the Board shall have the right to adjust (in a manner
which satisfies the requirements of Section 424(a) of the Code) the number, kind
or class (or any combination thereof) of shares of Stock reserved under Section
4 of the Plan, the number, kind or class (or any combination thereof) of shares
of Stock subject to Awards granted under the Plan, the Exercise Price of any
outstanding Stock Options and the price per share specified in a Freestanding
Stock Appreciation Right in the event of any corporate transaction described in
Section 424(a) of the Code which provides for the substitution or assumption of
such Awards in order to take into account on an equitable basis the effect of
such transaction. If any adjustment under this Section 11 would create a
fractional share of Stock or a right to acquire a fractional share of Stock,
such fractional share shall be disregarded and the number of shares of Stock
reserved under the Plan and the number subject to any Awards granted under the
Plan shall be the next lower number of shares of Stock, rounding all fractions
downward. An adjustment made under this Section 11 by the Board shall be
conclusive and binding on all affected persons and, further, shall not
constitute an increase in "the number of shares reserved under Section 4" within
the meaning of Section 12 of the Plan.

     12.  AMENDMENT OR DISCONTINUANCE OF THE PLAN. The Plan may be amended by
the Board from time to time to the extent that the Board deems necessary or
appropriate; provided, however,

         (1)   no such amendment shall be made absent the approval of the
               shareholders of the Company required under Section 422 of the
               Code (a) to increase the number of shares of Stock reserved for
               issuance under Section 4, or (b) to change the class of employees
               eligible to receive Awards under Section 5,

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         (2)   to the extent shareholder approval is required in order for the
               exemption set forth in Rule 16b-3 to be available in respect of
               Awards granted pursuant to the Plan, the Board shall not amend
               the Plan absent the approval of the shareholders of the Company
               in accordance with Rule 16b-3, (a) to increase materially (within
               the meaning of Rule 16b-3) the benefits accruing to any Insider
               under the Plan, (b) to increase materially (within the meaning of
               Rule 16b-3) the number of securities which may be issued under
               the Plan to Insiders, or (c) otherwise modify materially (within
               the meaning of Rule 16b-3) the requirements as to eligibility by
               Insiders for participation in the Plan,

         (3)   no amendment shall be made to change the terms and conditions of
               a Stock Option which can be granted to a Nonemployee Director
               absent the approval of the shareholders of the Company, and

         (4)   no provision of the Plan (including Section 8) shall be amended
               more than once every six months if amending such provision would
               result in the loss of an exemption under Rule 16b-3.

Any amendment which specifically applies to Nonqualified Stock Options or Stock
Appreciation Rights shall not require shareholder approval unless such approval
is necessary to comply with Section 16 of the Securities Exchange Act of 1934,
as amended, or Section 15 of the Plan. The Board also may suspend the granting
of Awards under the Plan at any time and may terminate the Plan at any time;
provided, however, the Board shall not have the right unilaterally to modify,
amend or cancel any Award granted before such suspension or termination or
otherwise impair any outstanding Award granted under the Plan unless (1) the
Eligible Employee or Nonemployee Director consents in writing to such
modification, amendment or cancellation or (2) there is a dissolution or
liquidation of the Company or a transaction described in Section 11, Section 14
or Section 16 of the Plan. The Board may also vest the administration of the
Plan in persons other than the Committee provided one member of any body that is
vested with the power to administer the Plan shall be a member of the Board and
all members of such body shall be Disinterested Persons. In the event that the
authority to administer the plan is vested in any body other than the Committee,
the references herein to the Committee shall be considered to be references to
that body.

     13.  COMPANY'S RIGHT TO TERMINATE EMPLOYEES NOT IMPAIRED. Notwithstanding
the provisions of this Plan or the provisions of Awards granted pursuant to this
Plan, the right of the Company (or its Parent or any Subsidiary) to terminate
any employee shall not be in any manner affected or impaired by the adoption of
this Plan or by the grant of Awards pursuant to the Plan.

     14.  LIQUIDATION OF THE COMPANY. In the event of the complete liquidation
or dissolution of the Company, any Awards granted pursuant to the Plan remaining
unexercised shall be deemed cancelled, without regard to or limitation by any
other provisions of the Plan.

     15.  SHAREHOLDER APPROVAL. The Plan shall be submitted to a meeting of the
shareholders of the Company, either at the regular annual meeting thereof or at
a special meeting

                                       11


called for the purpose of the consideration of the Plan, and the Plan shall not
become effective unless its adoption is approved by the shareholders of the
Company within twelve (12) months of its adoption by the Board. Upon approval by
the shareholders, this Plan shall take effect without further action by the
Company, provided such approval is obtained within twelve (12) months of the
adoption of this Plan by the Board. Any Awards granted under the Plan prior to
the Plan's approval by the shareholders of the Company shall be granted subject
to such approval, and absent timely approval of the Plan by such shareholders,
such Awards shall be null and void.

     16.  SALE OR MERGER: CHANGE IN CONTROL.

     (a) SALE OR MERGER. If the Company agrees to sell all or substantially all
of its assets for cash or property or for a combination of cash and property or
agrees to any merger, consolidation, reorganization, division or other corporate
transaction in which Stock is converted into another security or into the right
to receive securities or property and such agreement does not provide for the
assumption or substitution of the Awards granted under the Plan in accordance
with Section 11 on a basis that is fair and equitable to holders of such Awards
as determined by the Board, (1) each Award granted to an Eligible Employee at
the direction and discretion of the Board (A) may (subject to such conditions,
if any, as the Board deems appropriate under the circumstances) be cancelled
unilaterally by the Company (i) in exchange for (x) a transfer to such Eligible
Employee of the number of whole shares of Stock, if any, which he or she would
have received if he or she had the right to surrender his or her outstanding
Stock Option or Freestanding Stock Appreciation Right in full under Section 7 of
the Plan and he or she exercised that right on the date set by the Board
exclusively for Stock or (y) the right to exercise his or her outstanding Stock
Option or Freestanding Stock Appreciation Right in full on any date before the
date as of which the Board unilaterally cancels such Award in full or, if the
exchange described in this Section 16(a)(1)(A)(i) would result in a violation
of Section 16 of the Securities Exchange Act of 1934, as amended, for an
Eligible Employee, (ii) may be cancelled unilaterally by the Company after
advance written notice to such Eligible Employee or (B) may be cancelled
unilaterally by the Company if the Exercise Price or price set forth in the
Freestanding Stock Appreciation Right equals or exceeds the Fair Market Value of
a share of Stock on a date set by the Board and (2) each Stock Option granted to
a Nonemployee Director shall be cancelled unilaterally by the Company on a date
set by the Board to the extent unexercised on such date after advance written
notice to each affected Nonemployee Director.

     (b) CHANGE IN CONTROL. If there is a Change in Control of the Company or a
tender or exchange offer is made for Stock other than by the Company, the Board
thereafter shall have the right (1) to take such action with respect to any
unexercised Awards granted to Eligible Employees or all such Awards as the Board
deems appropriate under the circumstances to protect the interest of the Company
in maintaining the integrity of such grants under the Plan, including following
the procedure set forth in Section 16(a) for a sale or merger of the Company
with respect to such Awards and (2) to follow the procedures for Nonemployee
Directors set forth in Section 16(a) with respect to any and all unexercised
Nonqualified Stock Options granted to Nonemployee Directors. The Board shall
have the right to take different action under this Section 16(b) with respect to
different Eligible Employees or different groups of Eligible Employees, as the
Board deems appropriate under the circumstances.
For purposes of the Plan, a "Change in Control" of the Company shall be deemed
to have occurred if:

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          (i) any Person (as defined in this Section 16) is or becomes the
     Beneficial Owner (as defined in this Section 16) of securities of the
     Company representing 20% or more of the combined voting power of the
     Company's then outstanding securities (unless (A) such Person is the
     Beneficial Owner of 20% or more of such securities as of April 26, 1995 or
     (B) the event causing the 20% threshold to be crossed is an acquisition of
     securities directly from the Company);

          (ii) during any period of two consecutive years beginning after April
     26, 1995, individuals who at the beginning of such period constitute the
     Board and any new director (other than a director designated by a person
     who has entered into an agreement with the Company to effect a transaction
     described in clause (i), (iii) or (iv) of this Change in Control
     definition) whose election or nomination for election was approved by a
     vote of at least two-thirds of the directors then still in office who
     either were directors at the beginning of the period or whose election or
     nomination for election was previously so approved cease for any reason to
     constitute a majority of the Board;

          (iii) the shareholders of the Company approve a merger or
     consolidation of the Company with any other corporation (other than a
     merger or consolidation which would result in the voting securities of the
     Company outstanding immediately prior thereto continuing to represent
     (either by remaining outstanding or by being converted into voting
     securities of the entity surviving such merger or consolidation), in
     combination with voting securities of the Company or such surviving entity
     held by a trustee or other fiduciary pursuant to any employee benefit plan
     of the Company or such surviving entity or of any Subsidiary of the Company
     or such surviving entity, at least 80% of the combined voting power of the
     securities of the Company or such surviving entity outstanding immediately
     after such merger or consolidation); or

          (iv) the shareholders of the Company approve a plan of complete
     liquidation or dissolution of the Company or an agreement for the sale or
     disposition by the Company of all or substantially all of the Company's
     assets.

     (c) For purposes of the definition of Change in Control, "Person" shall
have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act
as supplemented by Section 13(d)(3) of the Exchange Act; provided, however,
that Person shall not include (i) the Company, any Subsidiary or any other
Person controlled by the Company, (ii) any trustee or other fiduciary holding
securities under any employee benefit plan of the Company or of any Subsidiary,
or (iii) a corporation owned, directly or indirectly, by the shareholders of the
Company in substantially the same proportions as their ownership of securities
of the Company.

     (d) For purposes of the definition of Change of Control, a Person shall be
deemed the "Beneficial Owner" of any securities which such Person, directly or
indirectly, has the right to vote or dispose of or has "beneficial ownership"
(within the meaning of Rule 13d-3 under the Exchange Act) of, including pursuant
to any agreement, arrangement or understanding (whether or not in writing);
provided, however, that: (i) a Person shall not be deemed the Beneficial Owner
of any security as a result of an agreement, arrangement or understanding to
vote such security (x) arising solely from a revocable proxy or consent given in
response to a public proxy or consent solicitation made pursuant to and in
accordance with, the Exchange Act and the applicable rules and regulations
thereunder or (y) made in connection with, or to otherwise

                                       13


participate in, a proxy or consent solicitation made, or to be made, pursuant
to, and in accordance with, the applicable provisions of the Exchange Act and
the applicable rules and regulations thereunder; in either case described in
clause (x) or clause (y) above, whether or not such agreement, arrangement or
understanding is also then reportable by such Person on Schedule 13D under the
Exchange Act (or any comparable or successor report); and (ii) a Person engaged
in business as an underwriter of securities shall not be deemed to be the
Beneficial Owner of any securities acquired through such Person's participation
in good faith in a firm commitment underwriting until the expiration of forty
days after the date of such acquisition.

     17.  QUALIFICATION OF OPTIONS ISSUED UNDER THE PLAN AS INCENTIVE STOCK
OPTIONS. It is the intention of the Company that those Stock Options that are
issued pursuant to the Plan that are designated as Incentive Stock Options shall
constitute "incentive stock options" within the meaning of section 422 of the
Code. However, in the event that any Stock Option so designated does not
constitute an "incentive stock option" within the meaning of section 422 of the
Code for any reason whatsoever, none of the Company, a Parent or Subsidiary or
their shareholders, directors, officers or employees, shall be liable to any
person for such failure to constitute an "incentive stock option." If the
characterization of any Stock Option as an "incentive stock option" within the
meaning of section 422 of the Code is challenged by the Internal Revenue
Service, the Company may, but shall not be required to, pay the reasonable legal
and accounting expenses incurred in an attempt to establish the characterization
of the Stock Options issued under the Plan as "incentive stock options" within
the meaning of section 422 of the Code. In all events, however, the Company
shall make available to any Eligible Employee such factual information, which is
reasonably necessary to establish the characterization of the Stock Options for
federal income tax purposes.

     It is intended that any Stock Option granted under the Plan that is not
specifically designated as an Incentive Stock Option shall not constitute an
Incentive Stock Option.

     l8.  EFFECTIVE DATE OF THE PLAN. The Plan shall be effective on the date it
is approved by the shareholders of the Company.

     19.  TERM OF THE PLAN. No Stock Option may be issued pursuant to the Plan
on or after the earlier of (i) its termination by action of the Board; (ii) ten
years from the earlier of the date of adoption of this Plan by the Board or its
approval by the shareholders of the Company; or (iii) the date on which all of
the Stock reserved under Section 4 of the Plan has (as a result of the surrender
or exercise of Stock Options granted under the Plan) been issued or is no longer
available for use under the Plan.

     20.  SHAREHOLDER RIGHTS. No Eligible Employee or Nonemployee Director shall
have any rights as a shareholder of the Company as a result of the grant of an
Award under, the Plan or his or her exercise or surrender of such Award pending
the actual delivery of any Stock subject to such Award to such Eligible Employee
or Nonemployee Director.

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     21.  CONSTRUCTION. The Plan shall be construed under the laws of the state
of Kentucky.

     22.  OTHER CONDITIONS. Each agreement evidencing an Award may require that
an Eligible Employee or Nonemployee Director (as a condition to the exercise of
such Award) enter into any agreement or make such representations prepared by
the Company, including any agreement which restricts the transfer of Stock
acquired pursuant to the exercise of an Award or provides for the purchase of
such Stock by the Company under certain circumstances.

38769:Lou2

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