EXHIBIT 10.8

                        SUPPLEMENTAL RETIREMENT AGREEMENT


THIS SUPPLEMENTAL RETIREMENT AGREEMENT dated as of the27th day of December, 1995
(but effective as of the Effective Date) by and between ASHLAND FEDERAL SAVINGS
AND LOAN ASSOCIATION OF ASHLAND KENTUCKY, its successors and assigns (the
"Association") and DAVID B. BARBOUR (the "Executive").

                                   WITNESSETH:

WHEREAS, the Executive has heretofore performed his duties in an exemplary and
efficient manner;

WHEREAS, the Association wishes to provide the Executive with supplemental
retirement benefits consistent with his executive duties on behalf of the
Association and its subsidiaries, as well as comparable to the type of
non-qualified retirement benefits provided by other employers to similarly
situated executives with comparable responsibilities, duties and functions; and

WHEREAS, the Association believes that the supplemental retirement benefits to
be provided to the Executive pursuant to this Agreement will induce continued
service by the Executive with the Association, which continued service is deemed
essential for the future growth and success of the Association and its
subsidiaries:

NOW, THEREFORE, in consideration of the premises and intending to be legally
bound hereby, the Association and the Executive hereby agree as follows:

                                 1.Definitions.

In this Agreement, the following words and phrases shall have the following
meanings:

  (a)Accrued Benefit Percentage shall mean 10.0% plus 1.0% for each calendar
     quarter of employment after the Effective Date, calculated through the last
     day of the calendar quarter in which the Executive (i) experiences a
     Separation from Service or (ii) attains Normal Retirement Age, whichever
     shall first occur; provided, however, that in no event shall the Accrued
     Benefit Percentage exceed 24%. There shall be no duplication of the Accrued
     Benefit Percentage for service with more than one employer.

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  (b)Administrator shall mean the person or committee appointed by the Board of
     Directors of the Association to administer this Agreement.

  (c)Average Compensation shall mean the amount determined as of the Benefit
     Commencement Date by dividing by 36 the total monetary compensation earned
     by the Executive from the Association and its affiliates and subsidiaries
     (or any successors thereto by merger or purchase) during the three annual
     periods in the ten year period prior to his separation from service that
     results in the largest total, including but not limited to salary, bonuses
     and incentive compensation (but excluding specifically stock-based
     compensation, such as restricted stock, stock options and stock
     appreciation rights). An annual period shall consist of any 12 month
     consecutive period.

  (d)Benefit Commencement Date shall mean the last day of the calendar month
     following the earliest of (i) Normal Retirement Age or (ii) the month in
     which his death occurs if he dies while employed by the Association.

  (e)Cause shall mean a Separation from Service that arises from the Executive's
     personal dishonesty, incompetence, willful misconduct, breach of fiduciary
     duty involving personal profit, intentional failure to perform stated
     duties, willful violation of any law, rule, or regulation (other than
     traffic violations or similar offenses) or final cease-and-desist order.

  (f)Effective Date shall mean September 30, 1995.

  (g)Monthly Benefit shall mean the Average Compensation multiplied by the
     Accrued Benefit Percentage.

  (h)Normal Retirement Age shall mean the date the Executive attains age 65.

  (i)Separation from Service shall mean the date of cessation of the employment
     relationship between the Executive and the Association and its affiliates
     and subsidiaries (including any successor in interest, if applicable).

  (j)Spouse shall mean the person to whom the Executive is married immediately
     prior to his death.

                             2.Payment of Benefits.

  (a)During the Life of the Executive. If the Executive is living on the Benefit
     Commencement Date, the Association shall pay the Monthly Benefit to him on
     each of the Benefit Commencement Date and on the last day of each calendar
     month thereafter during his lifetime.


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  (b)Following the Death of the Executive. (i)If the Executive is not living on
     the Benefit Commencement Date but the Spouse is then living, the
     Association shall pay 50% of the Monthly Benefit to the Spouse on each of
     the Benefit Commencement Date and the last day of each calendar month
     thereafter during the lifetime of the Spouse; or (ii)If the Executive dies
     after the Benefit Commencement Date and is survived by the Spouse, the
     Association shall pay 50% of the Monthly Benefit to the Spouse on each of
     the last day of the calendar month next following the death of the
     Executive and the last day of each calendar month thereafter during the
     lifetime of the Spouse; and (iii)After the death of both the Executive and
     the Spouse, no amounts will be payable under this Agreement other than
     previously due amounts which were not paid and any amount payable for the
     calendar month in which death occurred.

                                3.Miscellaneous.

  (a)Withholding. To the extent amounts payable under this Agreement are
     determined by the Administrator, in good faith, to be subject to federal,
     state or local income tax, the Association may withhold from each such
     payment an amount necessary to meet the employer's obligation to withhold
     amounts under the applicable federal, state or local law.

  (b)General Assets and Funding. The amounts payable under this Agreement are
     payable from the general assets of the Association and no special fund or
     arrangement is intended to be established hereby nor shall the Association
     be required to earmark, place in trust or otherwise segregate assets with
     respect to this Agreement or any benefits hereunder. The Administrator
     reserves the right to determine how the Association will fund its
     obligation undertaken by this Agreement. Should the Administrator elect to
     fund this Agreement, in whole or in part, through the medium of life
     insurance or annuities, or both, the Association shall be the owner and
     beneficiary of each such policy. The Association reserves the absolute
     right, in its sole discretion, to terminate such life insurance or
     annuities, as well as any other funding program, at any time, in whole or
     in part. Such termination shall in no way affect the Association's
     obligation to pay the Executive and Spouse as provided in this Agreement.
     At no time shall the Executive or Spouse be deemed to have any right,
     title, or interest in or to any specific asset or assets of the
     Association, including but not by way of restriction, any insurance or
     annuity contract and contracts or the proceeds therefrom.

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  (c)Governing Law. This Agreement shall be construed under the laws of the
     State of Kentucky, without regard to its principles of conflict of laws.

  (d)Future Employment. This Agreement shall not be construed as providing the
     Executive the right to be continued in the employ of the Association or its
     affiliates or subsidiaries.

  (e)No Pledge or Attachment. No benefit which is or may become payable under
     this Agreement shall be subject to any anticipation, alienation, sale,
     transfer, pledge, encumbrance or hypothecation or subject to any
     attachment, levy or similar process and any attempt to effect any such
     action shall be null and void.

  (f)Amendment of Agreement. This Agreement may be amended, in whole or in part,
     only upon the mutual written agreement of the Association and the
     Executive.

  (g)Binding Effect. This Agreement and the obligations of the Association
     herein shall be binding upon the successors and assigns of the Association.
     The Spouse shall be deemed a beneficiary of this Agreement.

  (h)Participation in Plans. Nothing contained in this Agreement shall be
     construed to alter, abridge, or in any manner affect the rights and
     privileges of the Executive to participate in and be covered by any
     pension, profit sharing, group insurance, bonus, incentive, or other
     employee plans which the Association or its affiliates or subsidiaries may
     now or hereafter have. The parties have caused this Agreement to be
     executed and delivered as of the date first above written.

                        ASHLAND FEDERAL SAVINGS AND LOAN
                        ASSOCIATION OF ASHLAND, KENTUCKY




                                       By:
                                    EXECUTIVE


                                David B. Barbour


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