<PAGE>   1
                                                                  EXHIBIT 10.19*

                        NON-QUALIFIED STOCK OPTION AWARD
                   PURSUANT TO THE AREA BANCSHARES CORPORATION
                   2000 STOCK OPTION AND EQUITY INCENTIVE PLAN

         THIS AWARD is made as of the Grant Date, by AREA BANCSHARES CORPORATION
(the "Company") to _______________________ (the "Optionee").

         Upon and subject to the Terms and Conditions attached hereto and
incorporated herein by reference, the Company hereby awards as of the Grant Date
to Optionee an non-qualified stock option (the "Option"), as described below, to
purchase the Option Shares.

         A.       Grant Date: ____________________.

         B.       Type of Option: Non-Qualified Stock Option.

         C.       Plan under which granted: Area Bancshares Corporation 2000
                  Stock Option and Equity Incentive Plan.

         D.       Option Shares: All or any part of _____ shares of the
                  Company's no par value common stock (the "Common Stock"),
                  subject to adjustment as provided in the attached Terms and
                  Conditions.

         E.       Exercise Price: $______ per share, subject to adjustment as
                  provided in the attached Terms and Conditions.

         F.       Option Period: The Option may be exercised only during the
                  Option Period which commences on the Grant Date and ends,
                  subject to earlier termination as provided in the attached
                  Terms and Conditions, on the earliest of the following (a) the
                  tenth (10th) anniversary of the Grant Date; (b) three (3)
                  months following the date the Optionee ceases to be an
                  employee of the Company (including any Affiliate) for any
                  reason other than death or Disability; (c) twelve (12) months
                  following the date the Optionee ceases to be an employee of
                  the Company (including any Affiliate) due to death or
                  Disability; or (d) the date the Optionee ceases to be an
                  employee of the Company (including any Affiliate) due to a
                  termination by the Company for Cause; provided, however, that
                  the Option may only be exercised as to the vested Option
                  Shares determined pursuant to the Vesting Schedule. NOTE THAT
                  OTHER RESTRICTIONS TO EXERCISING THE OPTION, AS DESCRIBED IN
                  THE ATTACHED TERMS AND CONDITIONS, MAY APPLY.

         G.       Vesting Schedule: The Option Shares shall vest in accordance
                  with the Vesting Schedule attached hereto as Schedule 1.

         IN WITNESS WHEREOF, the Company and Optionee have executed and sealed
this Award as of the Grant Date set forth above.

                                       AREA BANCSHARES CORPORATION

                                       By:
                                          -----------------------------------

                                       Title:
                                             --------------------------------

                                       OPTIONEE

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



<PAGE>   2
                           TERMS AND CONDITIONS TO THE
                        NON-QUALIFIED STOCK OPTION AWARD
                                PURSUANT TO THE
     AREA BANCSHARES CORPORATION 2000 STOCK OPTION AND EQUITY INCENTIVE PLAN

         1.       EXERCISE OF OPTION. Subject to the provisions provided herein
or in the Award made pursuant to the Area Bancshares Corporation 2000 Stock
Option and Equity Incentive Plan:

                  (a) The Option may be exercised with respect to all or any
         portion of the vested Option Shares at any time during the Option
         Period by the delivery to the Company, at its principal place of
         business, of (i) a written notice of exercise in substantially the form
         attached hereto as Exhibit 1, which shall be actually delivered to the
         Company no earlier than thirty (30) days and no later than ten (10)
         days prior to the date upon which Optionee desires to exercise all or
         any portion of the Option and (ii) payment to the Company of the
         Exercise Price MULTIPLIED BY the number of shares being purchased (the
         "Purchase Price") in the manner provided in Subsection (b).

                  (b) The Purchase Price shall be paid in full upon the exercise
         of an Option and no Option Shares shall be issued or delivered until
         full payment therefor has been made. Payment of the Purchase Price for
         all Option Shares purchased pursuant to the exercise of an Option shall
         be made in cash, certified check, or, alternatively, as follows:

                           (i) by delivery to the Company of a number of shares
                  of Common Stock which have been owned by the Optionee for at
                  least six (6) months prior to the date of the Option's
                  exercise, having a Fair Market Value, as determined under the
                  Plan, on the date of exercise either equal to the Purchase
                  Price or in combination with cash to equal the Purchase Price;
                  or

                           (ii) by receipt of the Purchase Price in cash from a
                  broker, dealer or other "creditor" as defined by Regulation T
                  issued by the Board of Governors of the Federal Reserve System
                  following delivery by the Optionee to the Committee (defined
                  in the Plan) of instructions in a form acceptable to the
                  Committee regarding delivery to such broker, dealer or other
                  creditor of that number of Option Shares with respect to which
                  the Option is exercised.

         Upon acceptance of such notice and receipt of payment in full of the
         Purchase Price and any tax withholding liability, the Company shall
         cause to be issued a certificate representing the Option Shares
         purchased.

         2.       WITHHOLDING. The Optionee must satisfy federal, state and
local, if any, withholding taxes imposed by reason of the exercise of the Option
either by paying to the Company the full amount of the withholding obligation
(i) in cash; (ii) by tendering shares of Common Stock which have been owned by
the Optionee for at least six (6) months prior to the date of exercise having a


<PAGE>   3


Fair Market Value equal to the withholding obligation; (iii) by electing,
irrevocably and in writing (the "Withholding Election"), to have the smallest
number of whole shares of Common Stock which, when multiplied by the Fair Market
Value of the Common Stock as of the date the Option is exercised, is sufficient
to satisfy the amount of withholding tax; or (iv) by any combination of the
above. Optionee may make a Withholding Election only if the following conditions
are met:

                  (a) the Withholding Election is made on or prior to the date
           on which the amount of tax required to be withheld is determined (the
           "Tax Date") by executing and delivering to the Company a properly
           completed Notice of Withholding Election in substantially the form
           attached hereto as Exhibit 2; and

                  (b) any Withholding Election will be irrevocable; however, the
           Committee (defined in the Plan) may, in its sole discretion,
           disapprove and give no effect to the Withholding Election.

         3. RIGHTS AS SHAREHOLDER. Until the stock certificates reflecting the
Option Shares accruing to the Optionee upon exercise of the Option are issued to
the Optionee, the Optionee shall have no rights as a shareholder with respect to
such Option Shares. The Company shall make no adjustment for any dividends or
distributions or other rights on or with respect to Option Shares for which the
record date is prior to the issuance of that stock certificate, except as the
Plan or this Award otherwise provides.

         4.       RESTRICTION ON TRANSFER OF OPTION AND OPTION SHARES. The
Option evidenced hereby is nontransferable other than by will or the laws of
descent and distribution, and, shall be exercisable during the lifetime of the
Optionee only by the Optionee (or in the event of his disability, by his legal
representative) and after his death, only by legal representative of the
Optionee's estate.

         5.       CHANGES IN CAPITALIZATION.

                  (a) The number of Option Shares and the Exercise Price shall
         be proportionately adjusted for any increase or decrease in the number
         of issued shares of Common Stock resulting from a subdivision or
         combination of shares or the payment of a stock dividend in shares of
         Common Stock to holders of outstanding shares of Common Stock or any
         other increase or decrease in the number of shares of Common Stock
         outstanding effected without receipt of consideration by the Company.

                  (b) If the Company shall be the surviving corporation in any
         merger, consolidation, extraordinary dividend (including a spin-off),
         reorganization or other change in the corporate structure of the
         Company or the Common Stock or tender offer for shares of Common Stock,
         the Optionee shall be entitled to purchase or receive the number and
         class of securities to which a holder of the number of shares of Common
         Stock subject to the Option at the time of such transaction would have
         been entitled to receive as a result of such transaction, and a




                                       2
<PAGE>   4


         corresponding adjustment shall be made in the Exercise Price. In the
         event of a sale of substantially all of the Common Stock or property of
         the Company or the merger or consolidation or other reorganization in
         which the Company is not the surviving entity, the Committee shall
         provide for the assumption of the Option or the substitution of a new
         option; in either instance, the assumed Option or the substituted
         option shall be adjusted in the manner contemplated by the immediately
         preceding sentence; however, if the surviving entity does not agree to
         the assumption or substitution of the Option, the Committee may elect
         to terminate the Option Period as of the effective date of such
         transaction in consideration of the payment to the Optionee of the sum
         of the difference between the then aggregate Fair Market Value and the
         aggregate Exercise Price for each vested Option Share which has not
         been exercised as of the effective date of such transaction. A
         dissolution or liquidation of the Company shall cause the Option to
         terminate as to any portion thereof not exercised as of the effective
         date of the dissolution or liquidation.

                  (c) The existence of the Plan and this Award shall not affect
         in any way the right or power of the Company to make or authorize any
         adjustment, reclassification, reorganization or other change in its
         capital or business structure, any merger or consolidation of the
         Company, any issue of debt or equity securities having preferences or
         priorities as to the Common Stock or the rights thereof, the
         dissolution or liquidation of the Company, any sale or transfer of all
         or any part of its business or assets, or any other corporate act or
         proceeding.

         6. SPECIAL LIMITATIONS ON EXERCISE. Any exercise of the Option is
subject to the condition that if at any time the Committee, in its discretion,
shall determine that the listing, registration or qualification of the shares
covered by the Option upon any securities exchange or under any state or federal
law is necessary or desirable as a condition of or in connection with the
delivery of shares thereunder, the delivery of any or all shares pursuant to the
Option may be withheld unless and until such listing, registration or
qualification shall have been effected. The Optionee shall deliver to the
Company, prior to the exercise of the Option, such information, representations
and warranties as the Company may reasonably request in order for the Company to
be able to satisfy itself that the Option Shares being acquired in accordance
with the terms of an applicable exemption from the securities registration
requirements of applicable federal and state securities laws.

         7. LEGEND ON STOCK CERTIFICATES. Certificates evidencing the Option
Shares, to the extent appropriate at the time, shall have noted conspicuously on
the certificates a legend intended to give all persons full notice of the
existence of the conditions, restrictions, rights and obligations set forth
herein and in the Plan such as:

                             TRANSFER IS RESTRICTED

                  THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
                  MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED UNLESS
                  (1) THERE IS AN EFFECTIVE REGISTRATION UNDER SUCH ACT COVERING



                                       3
<PAGE>   5


                  SUCH SECURITIES, (2) THE TRANSFER IS MADE IN COMPLIANCE WITH
                  RULE 144 PROMULGATED UNDER SUCH ACT, OR (3) THE ISSUER
                  RECEIVES AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
                  COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR
                  HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
                  SUCH ACT.

         Optionee agrees that the Company may also endorse any other legends it
deems necessary and advisable or as may be required by applicable federal or
state securities laws.

         8. GOVERNING LAWS. This Award shall be construed, administered and
enforced according to the laws of the Commonwealth of Kentucky; provided,
however, no option may be exercised except, in the reasonable judgment of the
Board of Directors, in compliance with exemptions under applicable state
securities laws of the state in which the Optionee resides, and/or any other
applicable securities laws.

         9. SUCCESSORS. This Award shall be binding upon and inure to the
benefit of the heirs, legal representatives, successors and permitted assigns of
the parties.

         10. NOTICE. Except as otherwise specified herein, all notices and other
communications under this Award shall be in writing and shall be deemed to have
been given if personally delivered or if sent by registered or certified United
States mail, return receipt requested, postage prepaid, addressed to the
proposed recipient at the last known address of the recipient. Any party may
designate any other address to which notices shall be sent by giving notice of
the address to the other parties in the same manner as provided herein.

         11. SEVERABILITY. In the event that any one or more of the provisions
or portion thereof contained in this Award shall for any reason be held to be
invalid, illegal or unenforceable in any respect, the same shall not invalidate
or otherwise affect any other provisions of this Award, and this Award shall be
construed as if the invalid, illegal or unenforceable provision or portion
thereof had never been contained herein.

         12. ENTIRE AGREEMENT. Subject to the terms and conditions of the Plan,
this Award expresses the entire understanding and agreement of the parties. This
Award may be executed in two or more counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same instrument.

         13. VIOLATION. Any transfer, pledge, sale, assignment, or hypothecation
of the Option or any portion thereof shall be a violation of the terms of this
Award and shall be void and without effect.

         14. HEADINGS. Paragraph headings used herein are for convenience of
reference only and shall not be considered in construing this Award.




                                       4
<PAGE>   6


         15. SPECIFIC PERFORMANCE. In the event of any actual or threatened
default in, or breach of, any of the terms, conditions and provisions of this
Award, the party or parties who are thereby aggrieved shall have the right to
specific performance and injunction in addition to any and all other rights and
remedies at law or in equity, and all such rights and remedies shall be
cumulative.

         16. NO RIGHT TO CONTINUED EMPLOYMENT. Neither the establishment of the
Plan nor the award of Option Shares hereunder shall be construed as giving the
Optionee the right to continued employment.

         18. DEFINITION OF CAUSE. As used in these Terms and Conditions and this
Award, "Cause" means Cause as defined in any employment agreement between the
Optionee and the Company or an Affiliate then in effect, or if none, (i) willful
and continued failure (other than such failure resulting from his incapacity
during physical or mental illness) by the Optionee to substantially perform his
duties with the Company or an Affiliate; (ii) willful misconduct by the Optionee
causing material harm to the Company or an Affiliate; (iii) gross negligence by
the Optionee causing material harm to the Company or an Affiliate; (iv) any act
by the Optionee of fraud, misappropriation, dishonesty or embezzlement; (v)
commission by the Optionee of a felony or any other crime involving moral
turpitude or dishonesty; (vi) the habitual and disabling use by the Optionee of
alcohol or drugs; or (vii) the breach of any Agreement with the Company or an
Affiliate.



                                       5
<PAGE>   7


                                    EXHIBIT 1

                              NOTICE OF EXERCISE OF
                            STOCK OPTION TO PURCHASE

COMMON STOCK OF

                           AREA BANCSHARES CORPORATION

                                  Name
                                       ---------------------------------------
                                  Address
                                       ---------------------------------------

                                  --------------------------------------------
                                  Date
                                       ---------------------------------------

Area Bancshares Corporation
230 Frederica Street
Owensboro, Kentucky  42301

Re:      Exercise of Non-Qualified Stock Option

Gentlemen:

         Subject to acceptance hereof in writing by Area Bancshares Corporation
(the "Company") pursuant to the provisions of the Area Bancshares Corporation
2000 Stock Option and Equity Incentive Plan, I hereby give at least ten days but
not more than thirty days prior notice of my election to exercise options
granted to me to purchase ______________ shares of Common Stock of the Company
under the Non-Qualified Stock Option Award (the "Award") pursuant to the Area
Bancshares Corporation 2000 Stock Option and Equity Incentive Plan dated as of
_____________. The purchase shall take place as of __________ (the "Exercise
Date").

         On or before the Exercise Date, I will pay the applicable purchase
price as follows:

                  [ ] by delivery of cash or a certified check for $___________
                  for the full purchase price payable to the order of Area
                  Bancshares Corporation.

                  [ ] by delivery of a certified check for $___________
                  representing a portion of the purchase price with the balance
                  to consist of shares of Common Stock that I have owned for at
                  least six months and that are represented by a stock
                  certificate I will surrender to the Company with my
                  endorsement. If the number of shares of Common Stock
                  represented by such stock certificate exceed the number to be
                  applied against the purchase price, I understand that a new
                  stock certificate will be issued to me reflecting the excess
                  number of shares.

                  [ ] by delivery of a stock certificate representing shares of
                  Common Stock that I have owned for at least six months which I


<PAGE>   8

                  will surrender to the Company with my endorsement as payment
                  of the purchase price. If the number of shares of Common Stock
                  represented by such certificate exceed the number to be
                  applied against the purchase price, I understand that a new
                  certificate will be issued to me reflecting the excess number
                  of shares.

                  [ ] by delivery of the purchase price by ________________, a
                  broker, dealer or other "creditor" as defined by Regulation T
                  issued by the Board of Governors of the Federal Reserve
                  System. I hereby authorize the Company to issue a stock
                  certificate in number of shares indicated above in the name of
                  said broker, dealer or other creditor or its nominee pursuant
                  to instructions received by the Company and to deliver said
                  stock certificate directly to that broker, dealer or other
                  creditor (or to such other party specified in the instructions
                  received by the Company from the broker, dealer or other
                  creditor) upon receipt of the purchase price.

         The required federal, state and local income tax withholding
obligations, if any, on the exercise of the Award shall also be paid in cash or
by certified check on or before the Exercise Date, or will be satisfied in the
manner provided in the Withholding Election previously tendered or to be
tendered to the Company no later than the indicated date of purchase.

         As soon as the stock certificate is registered in my name, please
deliver it to me at the above address.

         If the Common Stock being acquired is not registered for issuance to
and resale by the Optionee pursuant to an effective registration statement on
Form S-8 (or successor form) filed under the Securities Act of 1933, as amended
(the "1933 Act"), I hereby represent, warrant, covenant, and agree with the
Company as follows:

                  The shares of the Common Stock being acquired by me will be
           acquired for my own account without the participation of any other
           person, with the intent of holding the Common Stock for investment
           and without the intent of participating, directly or indirectly, in a
           distribution of the Common Stock and not with a view to, or for
           resale in connection with, any distribution of the Common Stock, nor
           am I aware of the existence of any distribution of the Common Stock;

                  I am not acquiring the Common Stock based upon any
           representation, oral or written, by any person with respect to the
           future value of, or income from, the Common Stock but rather upon an
           independent examination and judgment as to the prospects of the
           Company;

                  The Common Stock was not offered to me by means of publicly
           disseminated advertisements or sales literature, nor am I aware of
           any offers made to other persons by such means;




                                       2
<PAGE>   9


                  I am able to bear the economic risks of the investment in the
           Common Stock, including the risk of a complete loss of my investment
           therein;

                  I understand and agree that the Common Stock will be issued
           and sold to me without registration under any state law relating to
           the registration of securities for sale, and will be issued and sold
           in reliance on the exemptions from registration under the 1933 Act,
           provided by Sections 3(b) and/or 4(2) thereof and the rules and
           regulations promulgated thereunder;

                  The Common Stock cannot be offered for sale, sold or
           transferred by me other than pursuant to: (A) an effective
           registration under the 1933 Act or in a transaction otherwise in
           compliance with the 1933 Act; and (B) evidence satisfactory to the
           Company of compliance with the applicable securities laws of other
           jurisdictions. The Company shall be entitled to rely upon an opinion
           of counsel satisfactory to it with respect to compliance with the
           above laws;

                  The Company will be under no obligation to register the Common
           Stock or to comply with any exemption available for sale of the
           Common Stock without registration or filing, and the information or
           conditions necessary to permit routine sales of securities of the
           Company under Rule 144 under the 1933 Act are not now available and
           no assurance has been given that it or they will become available.
           The Company is under no obligation to act in any manner so as to make
           Rule 144 available with respect to the Common Stock;

                  I have and have had complete access to and the opportunity to
           review and make copies of all material documents related to the
           business of the Company, including, but not limited to, contracts,
           financial statements, tax returns, leases, deeds and other books and
           records. I have examined such of these documents as I wished and am
           familiar with the business and affairs of the Company. I realize that
           the purchase of the Common Stock is a speculative investment and that
           any possible profit therefrom is uncertain;

                  I have had the opportunity to ask questions of and receive
           answers from the Company and any person acting on its behalf and to
           obtain all material information reasonably available with respect to
           the Company and its affairs. I have received all information and data
           with respect to the Company which I have requested and which I have
           deemed relevant in connection with the evaluation of the merits and
           risks of my investment in the Company;

                  I have such knowledge and experience in financial and business
           matters that I am capable of evaluating the merits and risks of the
           purchase of the Common Stock hereunder and I am able to bear the
           economic risk of such purchase; and

                  The agreements, representations, warranties and covenants made
           by me herein extend to and apply to all of the Common Stock of the
           Company issued to me pursuant to this Award. Acceptance by me of the



                                       3
<PAGE>   10


           certificate representing such Common Stock shall constitute a
           confirmation by me that all such agreements, representations,
           warranties and covenants made herein shall be true and correct at
           that time.

         I understand that the certificates representing the shares being
purchased by me in accordance with this notice shall bear a legend referring to
the foregoing covenants, representations and warranties and restrictions on
transfer, and I agree that a legend to that effect may be placed on any
certificate which may be issued to me as a substitute for the certificates being
acquired by me in accordance with this notice.

                                         Very truly yours,

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

AGREED TO AND ACCEPTED

AREA BANCSHARES CORPORATION


By:
   ------------------------------------

Title:
      ---------------------------------

Number of Shares

Exercised:
          -----------------------------

Number of Shares

Remaining:                               Date:
          -----------------------------       ------------------------------








                                       4
<PAGE>   11



                                    EXHIBIT 2

                         NOTICE OF WITHHOLDING ELECTION
                           AREA BANCSHARES CORPORATION

TO:               Area Bancshares Corporation

FROM:
                  -----------------------------------------------------

RE:               Withholding Election

This election relates to the Option identified in Paragraph 3 below. I hereby
certify that:

(1)      My correct name and social security number and my current address are
         set forth at the end of this document.

(2)      I am (check one, whichever is applicable).

         [  ]     the original recipient of the Option.

         [  ]     the legal representative of the estate of the original
                   recipient of the Option.

         [  ]     a legatee of the original recipient of the Option.

         [  ]     the legal guardian of the original recipient of the Option.

(3)     The Option to which this election relates was issued under the Area
        Bancshares Corporation 2000 Stock Option and Equity Incentive Plan (the
        "Plan") in the name of _________________________ for the purchase of a
        total of _______________ shares of Common Stock of the Company. This
        election relates to _______________ shares of Common Stock issuable upon
        exercise of the Option, provided that the numbers set forth above shall
        be deemed changed as appropriate to reflect the applicable Plan
        provisions.

(4)      In connection with any exercise of the Option with respect to the
         Common Stock, I hereby elect:

         [ ]      to have certain of the shares issuable pursuant to the
                  exercise withheld by the Company for the purpose of having the
                  value of the shares applied to pay federal, state, and local,
                  if any, taxes arising from the exercise.
<PAGE>   12

         [ ]      to tender shares held by me for a period of at least six (6)
                  months prior to the exercise of the option for the purpose of
                  having the value of the shares applied to pay such taxes.

         The shares to be withheld or tendered, as applicable, shall have, as of
         the Tax Date applicable to the exercise, a Fair Market Value equal to
         the minimum statutory tax withholding requirement under federal, state,
         and local law in connection with the exercise.

(5)      This Withholding Election is made no later than the Tax Date and is
         otherwise timely made pursuant to the Plan.

(6)      I understand that this Withholding Election may not be revised, amended
         or revoked by me.

(7)      I further understand that the Company shall withhold from the shares a
         whole number of shares having the value specified in Paragraph 4 above,
         as applicable.

(8)      The Plan has been made available to me by the Company. I have read and
         understand the Plan and I have no reason to believe that any of the
         conditions to the making of this Withholding Election have not been
         met.

(9)      Capitalized terms used in this Notice of Withholding Election without
         definition shall have the meanings given to them in the Plan.

 Dated:
        -------------------         -------------------------------------------
                                    Signature


                                    -------------------------------------------
 Social Security Number             Name (Printed)


                                    -------------------------------------------
                                    Street Address


                                    -------------------------------------------
                                    City, State, Zip Code



                                       2
<PAGE>   13



                                   SCHEDULE 1

                        NON-QUALIFIED STOCK OPTION AWARD
                             ISSUED PURSUANT TO THE
                           AREA BANCSHARES CORPORATION
                   2000 STOCK OPTION AND EQUITY INCENTIVE PLAN

VESTING SCHEDULE

A. The Option Shares shall become vested Option Shares following completion of
the years of service with the Company or an Affiliate as indicated in the
schedule below.

      PERCENTAGE OF OPTION SHARES                         YEARS OF SERVICE
        WHICH ARE VESTED SHARES                           AFTER GRANT DATE
      ---------------------------                         ----------------

               25%                                                1
               50%                                                2
               75%                                                3
               100%                                               4


B. Notwithstanding Part A, in the event of a Change in Control, the Option will
be fully vested and exercisable as of a date determined by the Committee which
is no less than thirty (30) days prior to the effective date of the Change in
Control; provided that the Optionee is employed by the Company or any Affiliate
on the date of a Change in Control.

C. Notwithstanding Part A, the Option will be fully vested and exercisable as of
the date the Optionee reaches age 62, provided that the Optionee is employed by
the Company or an Affiliate on such date.

D. For purposes of the Vesting Schedule, Optionee shall be granted a year of
service for each consecutive twelve-consecutive-month period following the Grant
Date and during which Optionee continues, at all times, as an employee of the
Company or any Affiliate.



                                       3