EXHIBIT 10.2


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                                                                     Exhibit A



                           NCF FINANCIAL CORPORATION

                            1995 STOCK OPTION PLAN


      1.  Purpose  of the  Plan.  The Plan  shall be known as the NCF  Financial
Corporation  ("Corporation") 1995 Stock Option Plan (the "Plan"). The purpose of
the  Plan  is to  attract  and  retain  qualified  personnel  for  positions  of
substantial  responsibility  and to provide  additional  incentive  to officers,
directors,   key  employees  and  other  persons   providing   services  to  the
Corporation, or any present or future parent or subsidiary of the Corporation to
promote  the  success of the  business.  The Plan is intended to provide for the
grant of  "Incentive  Stock  Options,"  within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and  Non-Incentive  Stock
Options,  options that do not so qualify. The provisions of the Plan relating to
Incentive  Stock Options shall be interpreted to conform to the  requirements of
Section 422 of the Code.

       2.   Definitions.  As used herein, the following definitions shall apply.

            (a) "Award" means the grant by the  Committee of an Incentive  Stock
Option or a Non-Incentive Stock Option, or any combination  thereof, as provided
in the Plan.

            (b) "Board" shall mean the Board of Directors of the Corporation, or
any successor or parent corporation thereto.

            (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

            (d) "Committee"  shall mean the Stock Option Committee  appointed by
the Board in accordance with paragraph 5(a) of the Plan.

            (e)  "Common  Stock"  shall mean  common  stock,  par value $.10 per
share, of the Corporation, or any successor or parent corporation thereto.

            (f)  "Continuous  Employment" or "Continuous  Status as an Employee"
shall mean the absence of any interruption or termination of employment with the
Corporation  or any present or future Parent or  Subsidiary of the  Corporation.
Employment  shall  not be  considered  interrupted  in the  case of sick  leave,
military leave or any other leave of absence  approved by the  Corporation or in
the case of transfers between payroll  locations,  of the Corporation or between
the Corporation, its Parent, its Subsidiaries or a successor.

            (g)  "Corporation"  shall mean the NCF  Financial  Corporation,  the
parent  corporation  for the Savings  Association,  or any  successor  or Parent
thereof.

            (h) "Director"  shall mean a member of the Board of the Corporation,
or any successor or parent corporation thereto.

            (i) "Director  Emeritus"  shall mean a person  serving as a director
emeritus,  advisory director,  consulting  director or other similar position as
may be appointed by the Board of  Directors  of the Savings  Association  or the
Corporation from time to time.


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            (j)  "Effective  Date" shall mean the date  specified  in Section 15
hereof.

            (k) "Employee"  shall mean any person employed by the Corporation or
any present or future Parent or Subsidiary of the Corporation.


            (l) "Fair Market  Value"  shall mean:  If the Common Stock is traded
otherwise  than on a national  securities  exchange,  then the Fair Market Value
shall be not less than the mean  between the last  reported bid and ask price on
the date of valuation or, if there is no bid and ask price on said date, then on
the next prior  business day on which there was a bid and ask price.  If no such
bid and ask price is  available,  then the Fair Market Value shall be determined
by the  Committee  in good  faith.  If the Common  Stock is listed on a national
securities  exchange on the date of valuation,  then the Fair Market Value shall
be not less than the  average of the  highest  and lowest  selling  price of the
Common  Stock on such  exchange  on the date of  valuation  or, if there were no
sales on said date,  then the Fair Market  Value shall be not less than the mean
between the bid and ask price on such date.

            (m)  "Incentive  Stock  Option"  or "ISO"  shall  mean an  option to
purchase  Shares granted by the Committee  pursuant to Section 8 hereof which is
subject to the limitations and  restrictions of Section 8 hereof and is intended
to qualify under Section 422 of the Code.

            (n)  "Non-Incentive  Stock Option" or "Non-ISO" shall mean an option
to purchase  Shares  granted  pursuant to Section 9 hereof,  which option is not
intended to qualify under Section 422 of the Code.

            (o) "Option" shall mean an Incentive or  Non-Incentive  Stock Option
granted pursuant to this Plan providing the holder of such Option with the right
to purchase Common Stock.

            (p) "Optioned  Stock" shall mean stock subject to an Option  granted
pursuant to the Plan.

            (q) "Optionee" shall mean any person who receives an Option or Award
pursuant to the Plan.

            (r)  "Parent"  shall mean any  present or future  corporation  which
would be a "parent  corporation" as defined in Subsections 424(e) and (g) of the
Code.

            (s) "Participant" means any director, officer or key employee of the
Corporation  or any Parent or Subsidiary of the  Corporation or any other person
providing  a service to the  Corporation  who is selected  by the  Committee  to
receive an Award, or who by the express terms of the Plan is granted an Award.

            (t)  "Plan"  shall  mean the NCF  Financial  Corporation  1995 Stock
Option Plan.

            (u) "Savings  Association"  shall mean Nelson County Federal Savings
and Loan Association, or any successor corporation thereto.

            (v) "Share" shall mean one share of the Common Stock.


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            (w) "Subsidiary"  shall mean any present or future corporation which
constitutes a "subsidiary  corporation" as defined in Subsections 424(f) and (g)
of the Code.

       3.  Shares  Subject  to the Plan.  Except as  otherwise  required  by the
provisions of Section 13 hereof,  the aggregate number of Shares with respect to
which  Awards may be made  pursuant  to the Plan shall not exceed  77,050.  Such
Shares may either be authorized but unissued  shares,  treasury shares or shares
purchased in the market for Plan purposes.

      An Award shall not be considered to be made under the Plan with respect to
any Option which terminates prior to its exercise, and new Awards may be granted
under the Plan with respect to the number of Shares as to which such termination
has occurred.

      4.    Six Month Holding Period.
            ------------------------

            Subject to vesting requirements,  if applicable, except in the event
of death or  disability  of the  Optionee,  a minimum of six months  must elapse
between  the date of the grant of an  Option  and the date of the sale of Common
Stock received through the exercise of such Option.

       5.   Administration of the Plan.
            --------------------------

            (a)  (i)  Composition  of the  Committee.  Except  as  indicated  in
paragraph  5(a)(ii) below, the Plan shall be administered by the Committee which
shall  consist  of at least  three  non-employee  Directors  of the  Corporation
appointed  by the Board and serving at the  pleasure  of the Board.  All persons
designated as members of the Committee shall be  "disinterested  persons" within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934.

                  (ii) For the  purpose of  granting  Awards to  directors,  the
selection of any  Director to whom Awards may be granted,  as well as the number
of Shares subject to Awards, must be determined by a "disinterested  committee",
as defined in Rule 16b-3 under the Securities Exchange Act of 1934.

            (b) Powers of the Committee.  The Committee is authorized  (but only
to the  extent  not  contrary  to the  express  provisions  of  the  Plan  or to
resolutions adopted by the Board) to interpret the Plan, to prescribe, amend and
rescind  rules and  regulations  relating to the Plan, to determine the form and
content of Awards to be issued  under the Plan and to make other  determinations
necessary or advisable for the  administration  of the Plan,  and shall have and
may  exercise  such other power and  authority  as may be delegated to it by the
Board from time to time. A majority of the entire  Committee shall  constitute a
quorum and the action of a majority  of the  members  present at any  meeting at
which a quorum is present  shall be deemed the  action of the  Committee.  In no
event may the Committee  revoke  outstanding  Awards  without the consent of the
Participant.

            The President of the Corporation and such other officers as shall be
designated  by the  Committee  are  hereby  authorized  to  execute  instruments
evidencing Awards on behalf of the Corporation and to cause them to be delivered
to the Participants.

            (c) Effect of Committee's  Decision.  All decisions,  determinations
and  interpretations  of the  Committee  shall be final  and  conclusive  on all
persons affected thereby.


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       6.   Eligibility.
            -----------

                   (a) The  Committee  shall  from  time to time  determine  the
officers, Directors, key employees and other persons who shall be granted Awards
under  the Plan,  the  number of  Awards  to be  granted  to each such  officer,
Director,  key employee and other  persons  under the Plan,  and whether  Awards
granted  to each such  Participant  under  the Plan  shall be  Incentive  and/or
Non-Incentive  Stock Options.  In selecting  Participants and in determining the
number of Shares of Common  Stock to be  granted to each such  Participant,  the
Committee  may  consider  the  nature  of the  services  rendered  by each  such
Participant,  each such Participant's current and potential  contribution to the
Corporation and such other factors as the Committee may, in its sole discretion,
deem  relevant.  Participants  who have been  granted an Award may, if otherwise
eligible, be granted additional Awards.

                  (b) The aggregate Fair Market Value (determined as of the date
the Option is  granted)  of the Shares  with  respect to which  Incentive  Stock
Options are  exercisable for the first time by each Employee during any calendar
year (under all Incentive  Stock Option plans,  as defined in Section 422 of the
Code,  of the  Corporation  or any present or future Parent or Subsidiary of the
Corporation) shall not exceed $100,000.  Notwithstanding the prior provisions of
this  Section 6, the  Committee  may grant  Options  in excess of the  foregoing
limitations,  provided said Options shall be clearly and specifically designated
as not being Incentive Stock Options.

                  (c) In no event  shall  Shares  subject to Options  granted to
non-employee  Directors in the aggregate under this Plan exceed more than 30% of
the total number of Shares  authorized  for delivery under this Plan pursuant to
Section 3 herein or more than 5% to any individual  non-employee Director. In no
event shall Shares subject to Options  granted to any Employee  exceed more than
25% of the total number of Shares authorized for delivery under the Plan.

       7. Term of the Plan.  The Plan shall continue in effect for a term of ten
(10) years from the Effective Date, unless sooner terminated pursuant to Section
18 hereof.  No Option shall be granted  under the Plan after ten (10) years from
the Effective Date.

       8. Terms and  Conditions  of Incentive  Stock  Options.  Incentive  Stock
Options may be granted only to  Participants  who are Employees.  Each Incentive
Stock Option granted pursuant to the Plan shall be evidenced by an instrument in
such form as the Committee shall from time to time approve. Each Incentive Stock
Option  granted  pursuant to the Plan shall comply with,  and be subject to, the
following terms and conditions:

            (a)   Option Price.

                   (i) The price per Share at which each Incentive  Stock Option
granted  under  the  Plan  may be  exercised  shall  not,  as to any  particular
Incentive  Stock Option,  be less than the Fair Market Value of the Common Stock
at the time such Incentive Stock Option is granted.

                  (ii)  In  the  case  of an  Employee  who  owns  Common  Stock
representing more than ten percent (10%) of the outstanding  Common Stock at the
time the Incentive Stock Option is granted,  the Incentive Stock Option exercise
price  shall not be less than one  hundred  and ten  percent  (110%) of the Fair
Market  Value of the  Common  Stock at the time the  Incentive  Stock  Option is
granted.


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            (b) Payment.  Full payment for each Share of Common Stock  purchased
upon the exercise of any Incentive  Stock Option granted under the Plan shall be
made at the time of exercise of each such  Incentive  Stock  Option and shall be
paid in cash (in United States  Dollars),  Common Stock or a combination of cash
and Common  Stock.  Common  Stock  utilized  in full or  partial  payment of the
exercise price shall be valued at its Fair Market Value at the date of exercise.
The Corporation shall accept full or partial payment in Common Stock only to the
extent  permitted by  applicable  law. No Shares of Common Stock shall be issued
until  full  payment  therefor  has been  received  by the  Corporation,  and no
Optionee shall have any of the rights of a stockholder of the Corporation  until
Shares of Common Stock are issued to him.

            (c) Term of Incentive Stock Option.  The term of  exercisability  of
each Incentive Stock Option granted  pursuant to the Plan shall be not more than
ten (10)  years  from the date  each such  Incentive  Stock  Option is  granted,
provided that in the case of an Employee who owns stock  representing  more than
ten percent  (10%) of the Common  Stock  outstanding  at the time the  Incentive
Stock Option is granted, the term of the Incentive Stock Option shall not exceed
five (5) years.

            (d) Exercise  Generally.  Except as otherwise provided in Section 10
hereof,  no Incentive  Stock Option may be exercised  unless the Optionee  shall
have  been in the  employ of the  Corporation  at all times  during  the  period
beginning with the date of grant of any such  Incentive  Stock Option and ending
on the date three (3) months prior to the date of exercise of any such Incentive
Stock Option.  The Committee may impose additional  conditions upon the right of
an Optionee to exercise any Incentive  Stock Option granted  hereunder which are
not   inconsistent   with  the  terms  of  the  Plan  or  the  requirements  for
qualification as an Incentive Stock Option.  Except as otherwise provided by the
terms of the Plan or by action of the  Committee at the time of the grant of the
Options,  the Options  will be first  exercisable  at the rate of 20% on the one
year  anniversary of the date of grant and 20% annually  thereafter  during such
periods of service as an Employee, Director or Director Emeritus.

            (e)  Cashless  Exercise.   Subject  to  vesting   requirements,   if
applicable,  an Optionee who has held an Incentive Stock Option for at least six
months may engage in the  "cashless  exercise"  of the  Option.  Upon a cashless
exercise,  an Optionee gives the  Corporation  written notice of the exercise of
the Option  together with an order to a registered  broker-dealer  or equivalent
third party,  to sell part or all of the Optioned Stock and to deliver enough of
the  proceeds  to the  Corporation  to pay the  Option  exercise  price  and any
applicable  withholding  taxes. If the Optionee does not sell the Optioned Stock
through a registered  broker-dealer  or equivalent third party, the Optionee can
give the Corporation  written notice of the exercise of the Option and the third
party  purchaser of the Optioned Stock shall pay the Option  exercise price plus
any applicable withholding taxes to the Corporation.

            (f) Transferability.  Any Incentive Stock Option granted pursuant to
the Plan shall be exercised  during an Optionee's  lifetime only by the Optionee
to whom it was granted and shall not be  assignable  or  transferable  otherwise
than by will or by the laws of descent and distribution.

       9.  Terms  and   Conditions  of   Non-Incentive   Stock   Options.   Each
Non-Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee  shall from time to time approve.  Each
Non-Incentive Stock Option granted pursuant to the Plan shall comply with and be
subject to the following terms and conditions.

            (a) Options  Granted to  Directors.  Subject to the  limitations  of
Section 6(c),  Non-  Incentive  Stock Options to purchase 3,852 shares of Common
Stock will be granted to each Director who

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is not an Employee as of the Effective  Date, at an exercise  price equal to the
Fair  Market  Value of the Common  Stock on such date of grant.  Options  may be
granted to newly  appointed or elected  non-employee  Directors  within the sole
discretion of the Committee.  The Options will be exercisable at the rate of 20%
on the one year  anniversary  of the Effective Date of the Plan and 20% annually
thereafter during such periods of service as director or director emeritus. Upon
the death or disability of the director or director  emeritus,  or upon a change
or control of the Savings  Association or the Corporation as provided at Section
13(b) herein,  such Option shall be deemed  immediately  100%  exercisable.  The
exercise  price per  Share of such  Options  granted  shall be equal to the Fair
Market  Value of the Common  Stock at the time such  Options are  granted.  Such
Options shall continue to be exercisable for a period of ten years following the
date of grant  during  periods of  continued  services  of such  Directors  as a
Director or Director Emeritus; provided however that such Options shall cease to
be  exerciseable  following  the  date  that  is two  years  after  the  date of
Disability or death,  or one year after the date of  termination of service as a
Director or Director Emeritus, if earlier. In the event of the Optionee's death,
such Options may be exercised  by the personal  representative  of his estate or
person or persons to whom his rights under such Option shall have passed by will
or by laws of  descent  and  distribution.  Unless  otherwise  inapplicable,  or
inconsistent with the provisions of this paragraph, the Options to be granted to
Directors hereunder shall be subject to all other provisions of this Plan.

            (b) Option Price.  The exercise  price per Share of Common Stock for
each Non-Incentive Stock Option granted pursuant to the Plan, other than Options
granted pursuant to Section 9(a) herein, shall be at such price as the Committee
may determine in its sole discretion,  but in no event less than the Fair Market
Value of such Common Stock on the date of grant as  determined  by the Committee
in good faith.

            (c) Payment.  Full payment for each Share of Common Stock  purchased
upon the exercise of any Non-Incentive Stock Option granted under the Plan shall
be made at the time of  exercise  of each such  Non-Incentive  Stock  Option and
shall be paid in cash (in United States Dollars),  Common Stock or a combination
of cash and Common Stock.  Common Stock  utilized in full or partial  payment of
the  exercise  price  shall be  valued at its Fair  Market  Value at the date of
exercise.  The Corporation  shall accept full or partial payment in Common Stock
only to the extent  permitted by applicable law. No Shares of Common Stock shall
be issued until full payment  therefor has been received by the  Corporation and
no Optionee  shall have any of the rights of a  stockholder  of the  Corporation
until the Shares of Common Stock are issued to him.

            (d) Term. The term of  exercisability  of each  Non-Incentive  Stock
Option  granted  pursuant to the Plan shall be not more than ten (10) years from
the date each such Non-Incentive Stock Option is granted.

            (e)  Exercise   Generally.   The  Committee  may  impose  additional
conditions upon the right of any Participant to exercise any Non-Incentive Stock
Option granted hereunder which is not inconsistent with the terms of the Plan.

            (f)  Cashless  Exercise.   Subject  to  vesting   requirements,   if
applicable,  an Optionee who has held a Non-Incentive  Stock Option for at least
six months may engage in the "cashless  exercise" of the Option. Upon a cashless
exercise,  an Optionee gives the  Corporation  written notice of the exercise of
the Option  together with an order to a registered  broker-dealer  or equivalent
third party,  to sell part or all of the Optioned Stock and to deliver enough of
the  proceeds  to the  Corporation  to pay the  Option  exercise  price  and any
applicable withholding taxes. If the Optionee does not sell the Optioned Stock

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through a registered  broker-dealer  or equivalent third party, the Optionee can
give the Corporation  written notice of the exercise of the Option and the third
party  purchaser of the Optioned Stock shall pay the Option  exercise price plus
any applicable withholding taxes to the Corporation.

            (g) Transferability. Any Non-Incentive Stock Option granted pursuant
to the  Plan  shall be  exercised  during  an  Optionee's  lifetime  only by the
Optionee  to whom it was  granted and shall not be  assignable  or  transferable
otherwise than by will or by the laws of descent and distribution.

      10.  Effect of Termination of Employment, Disability or Death on Incentive
           ---------------------------------------------------------------------
Stock Options.
-------------

            (a)  Termination  of  Employment.  In the event that any  Optionee's
employment  with the  Corporation  shall  terminate  for any reason,  other than
Permanent and Total  Disability (as such term is defined in Section  22(e)(3) of
the Code) or death, all of any such Optionee's  Incentive Stock Options, and all
of any such  Optionee's  rights to  purchase or receive  Shares of Common  Stock
pursuant  thereto,  shall  automatically  terminate  on the  earlier  of (i) the
respective  expiration  dates of any such Incentive  Stock Options,  or (ii) the
expiration of not more than three (3) months after the date of such  termination
of employment, or (iii) at such later date as determined by the Committee at the
time of the grant of such Award, based upon the Optionee's  continuing status as
a Director or Director  Emeritus of the Savings  Association or the Corporation,
but only if, and to the extent  that,  the Optionee was entitled to exercise any
such Incentive Stock Options at the date of such termination of employment,  and
further that such Award shall thereafter be deemed a Non-Incentive Stock Option.
In the event that a Subsidiary ceases to be a Subsidiary of the Corporation, the
employment of all of its employees who are not immediately  thereafter employees
of the Corporation shall be deemed to terminate upon the date such Subsidiary so
ceases to be a Subsidiary of the Corporation.

            (b) Disability. In the event that any Optionee's employment with the
Corporation  shall terminate as the result of the Permanent and Total Disability
of such Optionee, such Optionee may exercise any Incentive Stock Options granted
to him  pursuant  to the  Plan  at any  time  prior  to the  earlier  of (i) the
respective expiration dates of any such Incentive Stock Options or (ii) the date
which is one (1) year after the date of such termination of employment, but only
if, and to the extent  that,  the  Optionee  was  entitled to exercise  any such
Incentive Stock Options at the date of such termination of employment.

            (c) Death.  In the event of the death of an Optionee,  any Incentive
Stock Options granted to such Optionee may be exercised by the person or persons
to whom the  Optionee's  rights under any such  Incentive  Stock Options pass by
will or by the laws of descent and distribution (including the Optionee's estate
during the period of administration) at any time prior to the earlier of (i) the
respective expiration dates of any such Incentive Stock Options or (ii) the date
which is two (2) years after the date of death of such Optionee but only if, and
to the extent that,  the  Optionee  was entitled to exercise any such  Incentive
Stock  Options at the date of death.  For  purposes of this Section  10(c),  any
Incentive  Stock Option held by an Optionee  shall be considered  exercisable at
the  date of his  death  if the  only  unsatisfied  condition  precedent  to the
exercisability  of such  Incentive  Stock  Option  at the  date of  death is the
passage of a specified period of time. At the discretion of the Committee,  upon
exercise of such Options the Optionee may receive  Shares or cash or combination
thereof.  If cash shall be paid in lieu of  Shares,  such cash shall be equal to
the  difference  between the Fair Market  Value of such Shares and the  exercise
price of such Options on the exercise date.


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            (d) Incentive  Stock  Options  Deemed  Exercisable.  For purposes of
Sections  10(a),  10(b) and 10(c) above,  any Incentive Stock Option held by any
Optionee  shall be  considered  exercisable  at the date of  termination  of his
employment if any such  Incentive  Stock Option would have been  exercisable  at
such date of termination of employment without regard to the Permanent and Total
Disability or death of the Participant.

            (e)  Termination  of  Incentive  Stock  Options.  Except  as  may be
specified by the Committee at the time of grant of an Option, to the extent that
any  Incentive  Stock  Option  granted  under  the  Plan to any  Optionee  whose
employment with the Corporation  terminates shall not have been exercised within
the  applicable  period set forth in this Section 10, any such  Incentive  Stock
Option,  and all rights to purchase or receive  Shares of Common Stock  pursuant
thereto,  as the case may be, shall  terminate on the last day of the applicable
period.

      11.  Effect  of  Termination   of  Employment,   Disability  or  Death  on
Non-Incentive  Stock Options.  The terms and conditions of  Non-Incentive  Stock
Options relating to the effect of the termination of an Optionee's employment or
service,  disability  of an  Optionee  or his  death  shall  be such  terms  and
conditions as the Committee shall, in its sole discretion, determine at the time
of termination of service,  unless specifically provided for by the terms of the
Agreement at the time of grant of the Award;  provided however that such Options
shall cease to be  exerciseable  not later than the date that is two years after
the date of Disability or death,  or one year after the date of  termination  of
service as an Employee, Director or Director Emeritus.

      12.  Allocation of Plan  Expenses.  The  Corporation  shall  reimburse the
Savings  Association for all expenses associated with Awards under the Plan with
respect to: a) the vesting of Awards made in accordance with Section 9(a) to the
extent  that such  vesting  occurs  after the date that such  Participant  is no
longer serving as a director of the Savings  Association,  and b) the vesting of
Awards held by former Employees that continue to serve as a Director or Director
Emeritus  to the extent  that such  vesting  shall  occur after the last date of
service as an Employee of the Savings  Association  and the level of Awards that
vest shall exceed the amount that such Participant would have received had he or
she been solely a director of the Savings  Association and not an Employee as of
the Effective Date.


      13. Recapitalization,  Merger, Consolidation,  Change in Control and Other
          ----------------------------------------------------------------------
Transactions.
------------

            (a) Adjustment.  Subject to any required action by the  stockholders
of the Corporation,  within the sole discretion of the Committee,  the aggregate
number of Shares of Common Stock for which Options may be granted hereunder, the
number of Shares of Common Stock  covered by each  outstanding  Option,  and the
exercise  price  per Share of Common  Stock of each  such  Option,  shall all be
proportionately  adjusted  for any  increase or decrease in the number of issued
and  outstanding  Shares  of  Common  Stock  resulting  from  a  subdivision  or
consolidation   of  Shares   (whether   by  reason  of  merger,   consolidation,
recapitalization,   reclassification,   split-up,   combination  of  shares,  or
otherwise) or the payment of a stock  dividend (but only on the Common Stock) or
any other  increase or  decrease  in the number of such  Shares of Common  Stock
effected  without the receipt of  consideration  by the Corporation  (other than
Shares held by dissenting stockholders).

            (b)  Change  in  Control.   All  outstanding   Awards  shall  become
immediately  exercisable in the event of a change in control of the Corporation,
as determined by the Committee,  provided that such  accelerated  vesting is not
inconsistent with applicable regulations of the Office of

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Thrift Supervision at the time of such change in control. In the event of such a
change in control,  the Optionee shall,  at the discretion of the Committee,  be
entitled  to receive  cash in an amount  equal to the Fair  Market  Value of the
Common Stock  subject to any  Incentive or  Non-Incentive  Stock Option over the
Option  Price of such Shares,  in exchange for the  surrender of such Options by
the  Optionee  on  that  date  in  the  event  of a  change  in  control  of the
Corporation.  For purposes of this Section 13,  "change in control"  shall mean:
(i) the execution of an agreement for the sale of all, or a material portion, of
the assets of the  Corporation;  (ii) the execution of an agreement for a merger
or recapitalization of the Corporation or any merger or recapitalization whereby
the  Corporation is not the surviving  entity;  (iii) a change of control of the
Corporation,  as  otherwise  defined  or  determined  by the  Office  of  Thrift
Supervision or regulations promulgated by it; or (iv) the acquisition,  directly
or indirectly,  of the beneficial  ownership (within the meaning of that term as
it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules
and regulations  promulgated thereunder) of twenty-five percent (25%) or more of
the  outstanding  voting  securities of the  Corporation  by any person,  trust,
entity or group.  This  limitation  shall not apply to the purchase of shares by
underwriters in connection  with a public offering of Corporation  stock, or the
purchase of shares of up to 25% of any class of securities of the Corporation by
a  tax-qualified  employee  stock benefit plan which is exempt from the approval
requirements,  set forth under 12 C.F.R.  ss.574.3(c)(1)(vi) as now in effect or
as may  hereafter be amended.  The term  "person"  refers to an  individual or a
corporation,  partnership,  trust, association,  joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision of the Committee as to whether a change
in control has occurred shall be conclusive and binding.

            (c) Extraordinary  Corporate Action.  Notwithstanding any provisions
of the Plan to the contrary,  subject to any required action by the stockholders
of the  Corporation,  in the event of any change in  control,  recapitalization,
merger,  consolidation,  exchange of Shares,  spin-off,  reorganization,  tender
offer, partial or complete  liquidation or other extraordinary  corporate action
or event, the Committee, in its sole discretion,  shall have the power, prior or
subsequent to such action or event to:

                   (i) appropriately adjust the number of Shares of Common Stock
subject to each Option,  the exercise  price per Share of Common Stock,  and the
consideration  to be given or received by the  Corporation  upon the exercise of
any outstanding Option;

                  (ii) cancel any or all previously  granted  Options,  provided
that appropriate  consideration is paid to the Optionee in connection therewith;
and/or

                   (iii) make such other adjustments in connection with the Plan
as  the  Committee,  in  its  sole  discretion,   deems  necessary,   desirable,
appropriate or advisable;  provided,  however,  that no action shall be taken by
the Committee which would cause Incentive Stock Options granted  pursuant to the
Plan to fail to meet the  requirements  of Section  422 of the Code  without the
consent of the Optionee.

            Except as expressly  provided in Sections 13(a) and 13(b) hereof, no
Optionee  shall have any rights by reason of the occurrence of any of the events
described in this Section 13.  Notwithstanding  anything herein at Section 13(c)
to the  contrary,  no action  of the  Board or the  Committee  with  respect  to
administration of the Plan or Awards thereunder shall be taken which shall be in
violation of applicable law, or applicable regulations or policies of the OTS in
effect at the time of such action.


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<PAGE>



            (d) Acceleration. The Committee shall at all times have the power to
accelerate  the  exercise  date of Options  previously  granted  under the Plan;
provided  that such  action is not  contrary to  regulations  of the OTS then in
effect.

      14. Time of  Granting  Options.  The date of grant of an Option  under the
Plan  shall,  for all  purposes,  be the date on which the  Committee  makes the
determination  of granting  such Option,  but in no event prior to the Effective
Date. Notice of the grant of an Option shall be given to each individual to whom
an Option is so granted within a reasonable time after the date of such grant in
a form determined by the Committee.

      15.  Effective  Date.  The Plan shall  become  effective  upon the date of
approval of the Plan by the stockholders of the Corporation, subject to approval
or non-objection by the Office of Thrift Supervision, if applicable.

      16. Approval by  Stockholders.  The Plan shall be approved by stockholders
of the  Corporation  within twelve (12) months before or after the date the Plan
is approved by the Board.

      17.  Modification of Options. At any time and from time to time, the Board
may authorize  the Committee to direct the execution of an instrument  providing
for the modification of any outstanding  Option,  provided no such modification,
extension  or renewal  shall  confer on the  holder of said  Option any right or
benefit which could not be conferred on him by the grant of a new Option at such
time, or shall not materially  decrease the Optionee's benefits under the Option
without the consent of the holder of the Option,  except as otherwise  permitted
under Section 18 hereof.  Notwithstanding  the foregoing,  in no event shall the
exercise price per Share of an Option be reduced except in such instances  where
the product of the exercise  price per Share times the number of Shares  subject
to Options shall remain the same.

      18. Amendment and Termination of the Plan.
          -------------------------------------

            (a) Action by the Board. The Board may alter, suspend or discontinue
the  Plan,  except  that no action of the  Board  may  increase  (other  than as
provided  in Section 13 hereof)  the maximum  number of Shares  permitted  to be
optioned  under  the  Plan,   materially   increase  the  benefits  accruing  to
Participants   under  the  Plan  or  materially   modify  the  requirements  for
eligibility for  participation in the Plan unless such action of the Board shall
be subject to approval or ratification by the stockholders of the Corporation.

            (b) Change in Applicable  Law.  Notwithstanding  any other provision
contained  in the Plan,  in the event of a change in any  federal  or state law,
rule  or  regulation  which  would  make  the  exercise  of all or  part  of any
previously  granted Option  unlawful or subject the  Corporation to any penalty,
the Committee may restrict any such exercise without the consent of the Optionee
or other holder thereof in order to comply with any such law, rule or regulation
or to avoid any such penalty.

      19.  Conditions  Upon Issuance of Shares.  Shares shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery of
such Shares shall comply with all relevant provisions of law, including, without
limitation,  the Securities Act of 1933, as amended,  the rules and  regulations
promulgated   thereunder,   any  applicable   state   securities  laws  and  the
requirements of any stock exchange upon which the Shares may then be listed.


                                      A-10

<PAGE>


      The inability of the  Corporation to obtain any necessary  authorizations,
approvals  or letters of  non-objection  from any  regulatory  body or authority
deemed by the  Corporation's  counsel to be necessary to the lawful issuance and
sale of any Shares  hereunder  shall relieve the Corporation of any liability in
respect of the non-issuance or sale of such Shares.

      As a condition to the exercise of an Option,  the  Corporation may require
the person exercising the Option to make such  representations and warranties as
may  be  necessary  to  assure  the   availability  of  an  exemption  from  the
registration requirements of federal or state securities law.

      Notwithstanding  anything herein to the contrary,  upon the termination of
service of an Optionee by the  Corporation  or its  Subsidiaries  for "cause" as
defined at 12 C.F.R.  563.39(b)(1) as determined by the Board of Directors,  all
Options held by such Participant shall cease to be exercisable as of the date of
such termination of service.

      20.  Reservation of Shares.  During the term of the Plan, the  Corporation
will  reserve and keep  available a number of Shares  sufficient  to satisfy the
requirements of the Plan.

      21.  Unsecured  Obligation.  No Participant  under the Plan shall have any
interest in any fund or special asset of the  Corporation  by reason of the Plan
or the grant of any  Option  under the Plan.  No trust  fund shall be created in
connection with the Plan or any grant of any Option hereunder and there shall be
no required funding of amounts which may become payable to any Participant.

      22.  Withholding Tax. The Corporation  shall have the right to deduct from
all amounts paid in cash with respect to the cashless  exercise of Options under
the Plan any taxes  required  by law to be  withheld  with  respect to such cash
payments.  Where a  Participant  or other  person is entitled to receive  Shares
pursuant to the  exercise of an Option  pursuant  to the Plan,  the  Corporation
shall have the right to require the  Participant or such other person to pay the
Corporation  the  amount  of any taxes  which the  Corporation  is  required  to
withhold with respect to such Shares,  or, in lieu thereof,  to retain,  or sell
without notice, a number of such Shares  sufficient to cover the amount required
to be withheld.

      23.  Governing  Law.  The  Plan  shall be  governed  by and  construed  in
accordance with the laws of the  Commonwealth of Kentucky,  except to the extent
that federal law shall be deemed to apply.



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