EXHIBIT 10.3


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                                                                     Exhibit B



               Nelson County Federal Savings and Loan Association
                           Management Stock Bonus Plan
                               and Trust Agreement

                                    Article I
                                    ---------

                       ESTABLISHMENT OF THE PLAN AND TRUST

      1.01  Nelson  County  Federal  Savings  and  Loan  Association   ("Savings
Association")  hereby  establishes the Management  Stock Bonus Plan (the "Plan")
and Trust (the "Trust") upon the terms and conditions hereinafter stated in this
Management Stock Bonus Plan and Trust Agreement (the "Agreement").

      1.02 The Trustee  hereby  accepts  this Trust and agrees to hold the Trust
assets  existing on the date of this  Agreement and all additions and accretions
thereto upon the terms and conditions hereinafter stated.

                                   Article II
                                   ----------

                               PURPOSE OF THE PLAN

      2.01  The  purpose  of the  Plan is to  reward  and  retain  personnel  of
experience  and  ability in key  positions  of  responsibility  with the Savings
Association and its subsidiaries, by providing such key employees of the Savings
Association  and  its  subsidiaries  with  an  equity  interest  in  the  parent
corporation of the Savings Association, NCF Financial Corporation ("Parent"), as
compensation  for their  future  professional  contributions  and service to the
Savings Association and its subsidiaries.

                                   Article III
                                   -----------

                                   DEFINITIONS

      The  following  words and  phrases  when used in this Plan with an initial
capital letter,  unless the context clearly indicates otherwise,  shall have the
meaning as set forth below.  Wherever  appropriate,  the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.

      3.01 "Beneficiary" means the person or persons designated by the Recipient
to receive any benefits  payable under the Plan in the event of such Recipient's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, the Recipient's estate.

      3.02 "Board" means the Board of Directors of the Savings  Association,  or
any successor corporation or Parent thereto.

      3.03  "Cause" is defined as  personal  dishonesty,  incompetence,  willful
misconduct,  breach of fiduciary duty involving  personal  profits,  intentional
failure to perform stated duties,  willful violation of a material  provision of
any law, rule or regulation (other than traffic violations and similar offense),
or

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a material violation of a final cease-and-desist order or any other action which
results in a substantial  financial loss to the Parent,  Savings  Association or
its Subsidiaries.

      3.04 "Committee" means the Management Stock Bonus Plan Committee appointed
by the Board pursuant to Article IV hereof.

      3.05 "Common  Stock" means shares of the common stock,  $.10 par value per
share,  of the  Savings  Association  or any  successor  corporation  or  Parent
thereto.

      3.05.1 "Director  Emeritus" means 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 Bank or the Corporation  from
time to time.

      3.06  "Employee"   means  any  person  who  is  employed  by  the  Savings
Association or a Subsidiary.

      3.07 "Effective  Date" shall mean the date of stockholder  approval of the
Plan by the Parent's stockholders.

      3.08 "Parent" shall mean NCF Financial Corporation, the parent corporation
of the Savings Association.

      3.09 "Plan  Shares"  means  shares of Common Stock held in the Trust which
are awarded or issuable to a Recipient pursuant to the Plan.

      3.10 "Plan Share  Award" means a right  granted to a Recipient  under this
Plan to receive Plan Shares.

      3.11 "Plan  Share  Reserve"  means the shares of Common  Stock held by the
Trustee pursuant to Sections 5.03 and 5.04.

      3.12 "Recipient"  means a person who receives a Plan Share Award under the
Plan.

      3.13 "Savings  Association"  means Nelson County Federal  Savings and Loan
Association, and any successor corporation thereto.

      3.14  "Subsidiary"  means those  subsidiaries  of the Savings  Association
which, with the consent of the Board, agree to participate in this Plan.

      3.15  "Trustee"  or "Trustee  Committee"  means that  person(s)  or entity
nominated by the Committee  and approved by the Board  pursuant to Sections 4.01
and 4.02 to hold  legal  title to the Plan  assets  for the  purposes  set forth
herein.


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                                   Article IV
                                   ----------

                           ADMINISTRATION OF THE PLAN

      4.01 Role of the Committee. The Plan shall be administered and interpreted
by the  Committee,  which  shall  consist  of not less than  three  non-employee
members of the Board, which shall have all of the powers allocated to it in this
and other  sections  of the Plan.  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,  as  amended  ("1934  Act").  The
interpretation  and  construction by the Committee of any provisions of the Plan
or of any Plan Share Award  granted  hereunder  shall be final and binding.  The
Committee  shall act by vote or written  consent of a majority  of its  members.
Subject to the express provisions and limitations of the Plan, the Committee may
adopt such rules,  regulations  and procedures as it deems  appropriate  for the
conduct of its affairs.  The  Committee  shall report its actions and  decisions
with respect to the Plan to the Board at appropriate times, but in no event less
than one time per calendar year. The Committee  shall recommend to the Board one
or more persons or entity to act as Trustee(s) in accordance  with the provision
of this Plan and Trust and the terms of Article VIII hereof.

      4.02 Role of the Board.  The members of the  Committee  and the Trustee or
Trustees  shall be  appointed  or approved by, and will serve at the pleasure of
the Board.  The Board may in its  discretion  from time to time  remove  members
from, or add members to, the Committee, and may remove, replace or add Trustees.
The  Board  shall  have all of the  powers  allocated  to it in this  and  other
sections  of the Plan,  may take any  action  under or with  respect to the Plan
which the  Committee  is  authorized  to take,  and may reverse or override  any
action  taken or decision  made by the  Committee  under or with  respect to the
Plan,  provided,  however,  that the Board may not revoke  any Plan Share  Award
already made except as provided in Section 7.01(b) herein.  Members of the Board
who are  eligible for or who have been granted Plan Share Awards may not vote on
any matters affecting the administration of the Plan or the grant of Plan Shares
or Plan Share Awards  (although such members may be counted in  determining  the
existence of a quorum at any meeting of the Board during which  actions  taken).
Further,  with respect to all actions  taken by the Board in regard to the Plan,
such  action  shall be taken by a majority of the Board where such a majority of
the  directors  acting in the  matter  are  "disinterested  persons"  within the
meaning of Rule 16b-3 promulgated under the 1934 Act.

      4.03  Limitation on Liability.  No member of the Board or the Committee or
the  Trustee(s)  shall be liable for any  determination  made in good faith with
respect to the Plan or any Plan Share Awards  granted.  If a member of the Board
or  Committee or any Trustee is a party or is  threatened  to be made a party to
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by any reason of anything done or not
done by him in such capacity under or with respect to the Plan, the Parent shall
indemnify such member against expenses (including  attorney's fees),  judgments,
fines and amounts paid in settlement  actually and reasonably incurred by him or
her in  connection  with such action,  suit or  proceeding if he or she acted in
good  faith  and in a manner  he or she  reasonably  believed  to be in the best
interests of the Parent, the Savings  Association and its Subsidiaries and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.


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                                    Article V
                                    ---------

                        CONTRIBUTIONS; PLAN SHARE RESERVE

      5.01 Amount and Timing of  Contributions.  The Board of  Directors  of the
Savings  Association shall determine the amounts (or the method of computing the
amounts) to be contributed by the Savings  Association to the Trust  established
under  this  Plan.  Such  amounts  shall be paid to the  Trustee  at the time of
contribution. No contributions to the Trust by Employees shall be permitted.

      5.02 Initial  Investment.  Any funds held by the Trust prior to investment
in the Common  Stock shall be  invested by the Trustee in such  interest-bearing
account or accounts at the Savings Association as the Trustee shall determine to
be appropriate.

      5.03  Investment  of  Trust  Assets.  Following  approval  of the  Plan by
stockholders  of the  Parent  and  receipt  of any  other  necessary  regulatory
approvals,  the Trust  shall  purchase  Common  Stock of the Parent in an amount
equal to up to 100% of the Trust's  assets,  after  providing  for any  required
withholding as needed for tax purposes,  provided, however, that the Trust shall
not  purchase  more than 30,820  shares of Common Stock  representing  4% of the
aggregate  shares of Common  Stock  issued by the Parent in the  mutual-to-stock
conversion of the Savings Association  ("Conversion").  The Trustee may purchase
shares of Common Stock in the open market or, in the  alternative,  may purchase
authorized but unissued shares of the Common Stock from the Parent sufficient to
fund the Plan Share Reserve.

      5.04  Effect of  Allocations,  Returns  and  Forfeitures  Upon Plan  Share
Reserves.  Upon the  allocation  of Plan Share Awards under Section 6.02, or the
decision of the  Committee  to return Plan Shares to the Parent,  the Plan Share
Reserve  shall be  reduced  by the  number of Shares  subject  to the  Awards so
allocated  or returned.  Any Shares  subject to an Award which may not be earned
because of forfeiture  by the Recipient  pursuant to Section 7.01 shall be added
to the Plan Share Reserve.

                                   Article VI
                                   ----------

                            ELIGIBILITY; ALLOCATIONS

      6.01  Eligibility.  Employees  are  eligible to receive  Plan Share Awards
within the sole discretion of the Committee.  Directors shall receive Plan Share
Awards pursuant to Section 6.05.

      6.02 Allocations. The Committee will determine which of the Employees will
be granted  Plan Share  Awards and the number of Shares  covered by each  Award,
provided,  however, that in no event shall any Awards be made which will violate
the Charter or Bylaws of the Savings  Association or its Parent or  Subsidiaries
or any applicable  federal or state law or  regulation.  In the event Shares are
forfeited for any reason or additional Shares are purchased by the Trustee,  the
Committee  may,  from time to time,  determine  which of the  Employees  will be
granted  Plan Share  Awards to be awarded from  forfeited  Shares.  In selecting
those  Employees  to whom Plan Share  Awards  will be granted  and the number of
shares covered by such Awards, the Committee shall consider the position, duties
and  responsibilities  of the  Employees,  the  value of their  services  to the
Savings  Association and its  Subsidiaries,  and any other factors the Committee
may deem relevant. All actions by the Committee shall be deemed final, except to
the extent that such actions are revoked by the Board.  Notwithstanding anything
herein to the contrary, in no event shall any Employee receive Plan Share Awards
in excess of 25% of the aggregate Plan Shares authorized under the Plan.

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      6.03 Form of Allocation.  As promptly as practicable after a determination
is made  pursuant to Section  6.02 or Section 6.05 that a Plan Share Award is to
be made, the Committee shall notify the Recipient in writing of the grant of the
Award,  the number of Plan Shares covered by the Award, and the terms upon which
the Plan  Shares  subject  to the  award  may be  earned.  The date on which the
Committee so notifies the Recipient shall be considered the date of grant of the
Plan Share Awards. The Committee shall maintain records as to all grants of Plan
Share Awards under the Plan.

      6.04 Allocations Not Required. Notwithstanding anything to the contrary in
Sections  6.01 and 6.02 or Section  6.05,  no  Employee  shall have any right or
entitlement  to receive a Plan Share Award  hereunder,  such Awards being at the
total  discretion of the  Committee and the Board,  nor shall the Employees as a
group have such a right.  The Committee may, with the approval of the Board (or,
if so directed by the Board)  return all Common Stock in the Plan Share  Reserve
to the Savings Association at any time, and cease issuing Plan Share Awards.

      6.05 Awards to Directors. Notwithstanding anything herein to the contrary,
upon the  Effective  Date,  a Plan Share Award  consisting  of 1,541 Plan Shares
shall  be  awarded  to each  director  of the  Savings  Association  that is not
otherwise an Employee. Such Plan Share Award shall be earned and non-forfeitable
at the rate of one-fifth as of the one-year  anniversary  of the Effective  Date
and an additional  one-fifth  following each of the next four  successive  years
during such periods of service as a director or director emeritus. Further, such
Plan Share Award shall be  immediately  100% earned and  non-forfeitable  in the
event of the death or disability of such  director,  or upon a change in control
of the Savings  Association  or Parent as provided in Section  7.01(d)  provided
that such accelerated vesting is not inconsistent with applicable regulations of
the Office of Thrift Supervision  ("OTS") at the time of such change in control.
Subsequent  to the  Effective  Date,  Plan Share  Awards may be awarded to newly
elected or appointed  directors  of the Savings  Association  by the  Committee,
provided that total Plan Share Awards granted to  non-employee  directors of the
Savings  Association  shall not exceed 30% of total Plan Shares in the aggregate
under  the  Plan or 5% of  total  Plan  Shares  to any  individual  non-employee
director.

                                   Article VII
                                   -----------

             EARNINGS AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

      7.01  Earnings Plan Shares; Forfeitures.

      (a) General Rules.  Unless the Committee shall  specifically  state to the
contrary at the time a Plan Share Award is  granted,  Plan Shares  subject to an
Award  shall  be  earned  and  non-forfeitable  by a  Recipient  at the  rate of
one-fifth of such Award following one year after granting of such Award,  and an
additional one-fifth following each of the next four successive years;  provided
that such  Recipient  remains an Employee  during such  period.  Notwithstanding
anything  herein to the  contrary,  in no event shall a Plan Share Award granted
hereunder be earned and  non-forfeitable by a Recipient more rapidly than at the
rate of  one-fifth of such Award as of the one year  anniversary  of the date of
grant and an additional  one-fifth  following  each of the next four  successive
years.

      (b)  Revocation for  Misconduct.  Notwithstanding  anything  herein to the
contrary,  the  Board  may,  by  resolution,  immediately  revoke,  rescind  and
terminate any Plan Share Award,  or portion  thereof,  previously  awarded under
this Plan, to the extent Plan Shares have not been  delivered  thereunder to the
Recipient,  whether  or not  yet  earned,  in the  case  of an  Employee  who is
discharged from the employ of

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the Parent,  Savings Association or a Subsidiary for Cause, or who is discovered
after  termination  of  employment  to have  engaged in conduct  that would have
justified  termination for cause. A determination  of Cause shall be made by the
Board within its sole discretion.

      (c) Exception for Terminations Due to Death or Disability. Notwithstanding
the general rule contained in Section 7.01(a) above,  all Plan Shares subject to
a Plan Share  Award held by a Recipient  whose  employment  or service  with the
Parent,  Savings  Association  or  a  Subsidiary  terminates  due  to  death  or
disability  (as  determined  by the  Committee),  shall  be  deemed  earned  and
nonforfeitable  as of the  Recipient's  last day of employment  with the Parent,
Savings   Association  or  Subsidiary  and  shall  be  distributed  as  soon  as
practicable thereafter.

      (d) Exception for Termination  after a Change in Control.  Notwithstanding
the general rule  contained in Section 7.01 above,  all Plan Shares subject to a
Plan Share  Award held by a  Recipient  shall be deemed to be  immediately  100%
earned and  non-forfeitable  in the event of a "change in control" of the Parent
or  Savings  Association  and  shall  be  distributed  as  soon  as  practicable
thereafter;  provided that such  accelerated  vesting is not  inconsistent  with
applicable  regulations  of the OTS at the time of such change in  control.  For
purposes of this Plan,  "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
Parent or Savings  Association;  (ii) the execution of an agreement for a merger
or  recapitalization  of the  Parent or  Savings  Association  or any  merger or
recapitalization  whereby the Parent or Savings Association is not the surviving
entity;  (iii) a change of  control of the  Parent or  Savings  Association,  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  1934  Act  and the  rules  and  regulations  promulgated
thereunder)  of  twenty-five  percent  (25%) or more of the  outstanding  voting
securities of the Parent or Savings Association by any person,  trust, entity or
group. This limitation shall not apply to the purchase of shares of up to 25% of
any class of securities of the Parent or Savings  Association 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.

      7.02 Payment of Dividends.  A holder of a Plan Share Award, whether or not
non-forfeitable,  shall also be entitled to receive an amount  equal to any cash
dividends  declared and paid with respect to shares of Common Stock  represented
by such Plan Share  Award  between  the date the  relevant  Plan Share Award was
initially   granted  to  such  Recipient  and  the  date  the  Plan  Shares  are
distributed.  Such dividend amounts shall be held in arrears under the Trust and
distributed upon the earning of the applicable Plan Share Award.

      7.03  Distribution of Plan Shares.

      (a)  Timing  of  Distributions:   General  Rule.  Except  as  provided  in
Subsections (d) and (e) below, Plan Shares shall be distributed to the Recipient
or his Beneficiary,  as the case may be, as soon as practicable  after they have
been earned. No fractional shares shall be distributed.

      (b)  Form of  Distribution.  All Plan  Shares,  together  with any  shares
representing stock dividends,  shall be distributed in the form of Common Stock.
One share of Common Stock shall be

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given for each Plan Share earned.  Payments  representing  cash  dividends  (and
earnings  thereon) shall be made in cash.  Notwithstanding  anything  within the
Plan to the contrary,  upon a Change in Control whereby substantially all of the
Common  Stock of the  Company  shall  be  acquired  for  cash,  all Plan  Shares
associated with Plan Share Awards which are earned and non-forfeitable, together
with any shares representing stock dividends  associated with Plan Share Awards,
shall  be,  at the  sole  discretion  of the  Committee,  distributed  as of the
effective  date of  such  Change  in  Control,  or as  soon as  administratively
feasible thereafter,  in the form of cash equal to the consideration received in
exchange for such Common Stock represented by such Plan Shares.

      (c) Withholding. The Trustee may withhold from any payment or distribution
made under this Plan sufficient amounts to cover any applicable  withholding and
employment  taxes,  and if the  amount of such  payment is not  sufficient,  the
Trustee may require the Recipient or  Beneficiary  to have the Trustee  withhold
from delivery a number of Plan Shares  having a fair market  value,  at the time
withheld, sufficient to satisfy such withholding and employment taxes, or to pay
to the Trustee the amount  required to be withheld as a condition of  delivering
the Plan Shares. The Trustee shall pay over to the Parent,  Savings  Association
or Subsidiary  which employs or employed such Recipient any such amount withheld
from or paid by the Recipient or Beneficiary.

      (d) Timing: Exception for 10% Shareholders. Notwithstanding Subsection (a)
above,  no Plan Shares may be distributed  prior to the date which is five years
from the effective date of the Savings Association's conversion to stock form to
the extent the Recipient or Beneficiary, as the case may be, would after receipt
of such Shares own in excess of ten percent (10%) of the issued and  outstanding
shares of Common Stock held by parties other than Parent,  unless such action is
approved in advance by a majority vote of disinterested  directors of the Board.
Any Plan Shares  remaining  undistributed  solely by reason of the  operation of
this  Subsection (d) shall be distributed to the Recipient or his Beneficiary on
the  date  which  is  five  years  from  the  effective   date  of  the  Savings
Association's conversion to stock form.

      (e) Regulatory Exceptions.  No Plan Shares shall be distributed,  however,
unless and until all of the  requirements  of all  applicable law and regulation
shall have been fully  complied  with,  including the receipt of approval of the
Plan by the  stockholders of the Parent by such vote, if any, as may be required
by applicable law and regulations as determined by the Board.

      7.04  Voting of Plan  Shares.  After a Plan Share Award has become  earned
and non-  forfeitable,  the Recipient shall be entitled to direct the Trustee as
to the voting of the Plan  Shares  which are covered by the Plan Share Award and
which have not yet been distributed  pursuant to Section 7.03,  subject to rules
and procedures  adopted by the Committee for this purpose.  All shares of Common
Stock held by the Trust as to which  Recipients  are not entitled to direct,  or
have not directed,  the voting of such Shares,  shall be voted by the Trustee as
directed by the Committee.

                                  Article VIII
                                  ------------

                                      TRUST

      8.01 Trust. The Trustee shall receive, hold,  administer,  invest and make
distributions and disbursements from the Trust in accordance with the provisions
of the  Plan  and  Trust  and the  applicable  directions,  rules,  regulations,
procedures and policies established by the Committee pursuant to the Plan.


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<PAGE>




      8.02  Management of Trust. It is the intention of this Plan and Trust that
the Trustee shall have complete  authority  and  discretion  with respect to the
management,  control and  investment  of the Trust,  and that the Trustee  shall
invest all assets of the Trust, except those attributable to cash dividends paid
with respect to Plan Shares not held in the Plan Share Reserve,  in Common Stock
to the  fullest  extent  practicable,  and except to the extent that the Trustee
determines  that the holding of monies in cash or cash  equivalents is necessary
to meet the obligations of the Trust. In performing  their duties,  the Trustees
shall have the power to do all things and  execute  such  instruments  as may be
deemed necessary or proper, including the following powers:

      (a) To invest up to one hundred  percent (100%) of all Trust assets in the
      Common Stock without  regard to any law now or hereafter in force limiting
      investments for Trustees or other fiduciaries.  The investment  authorized
      herein may constitute the only investment of the Trust, and in making such
      investment,  the Trustees are authorized to purchase Common Stock from the
      Parent or from any other source, and such Common Stock so purchased may be
      outstanding, newly issued, or Treasury shares.

      (b) To invest in any Trust  assets not  otherwise  invested in  accordance
      with (a) above in such  deposit  accounts,  and  certificates  of  deposit
      (including  those issued by the Savings  Association),  obligations of the
      United  States  government  or its agencies or such other  investments  as
      shall be considered the equivalent of cash.

      (c) To sell,  exchange or  otherwise  dispose of any  property at any time
      held or acquired by the Trust.

      (d) To cause  stocks,  bonds or other  securities  to be registered in the
      name of a nominee,  without  the  addition of words  indicating  that such
      security  is an  asset  of  the  Trust  (but  accurate  records  shall  be
      maintained showing that such security is an asset of the Trust).

      (e) To hold cash without interest in such amounts as may be in the opinion
      of the Trustee reasonable for the proper operation of the Plan and Trust.

      (f) To employ brokers, agents, custodians, consultants and accountants.

      (g) To hire counsel to render advice with respect to their rights,  duties
      and obligations hereunder, and such other legal services or representation
      as they may deem desirable.

      (h)  To  hold  funds  and  securities   representing  the  amounts  to  be
      distributed  to a  Recipient  or his  Beneficiary  as a  consequence  of a
      dispute as to the disposition thereof,  whether in a segregated account or
      held in common with other assets.

      Notwithstanding  anything  herein  contained to the contrary,  the Trustee
shall not be required to make any  inventory,  appraisal or settlement or report
to any  court,  or to secure  any order of court for the  exercise  of any power
herein contained, or to maintain bond.

      8.03  Records  and  Accounts.  The Trustee  shall  maintain  accurate  and
detailed records and accounts of all  transactions of the Trust,  which shall be
available at all reasonable  times for inspection by any legally entitled person
or entity  to the  extent  required  by  applicable  law,  or any  other  person
determined by the Committee.

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<PAGE>




      8.04 Earnings. All earnings, gains and losses with respect to Trust assets
shall be allocated in  accordance  with a  reasonable  procedure  adopted by the
Committee,  to bookkeeping  accounts for Recipients or to the general account of
the Trust,  depending on the nature and allocation of the assets generating such
earnings,  gains and losses.  In  particular,  any  earnings  on cash  dividends
received  with  respect to shares of Common Stock shall be allocated to accounts
for Recipients, except to the extent that such cash dividends are distributed to
Recipients, if such shares are the subject of outstanding Plan Share Awards, or,
otherwise to the Plan Share Reserve.

      8.05  Expenses.  All costs and  expenses  incurred  in the  operation  and
administration of this Plan shall be paid by the Savings Association.

      8.06  Indemnification.  The Parent  shall  indemnify,  defend and hold the
Trustee harmless against all claims,  expenses and liabilities arising out of or
related to the  exercise  of the  Trustee's  powers and the  discharge  of their
duties  hereunder,  unless the same shall be due to their  gross  negligence  or
willful misconduct.

                                   Article IX
                                   ----------

                                  MISCELLANEOUS

      9.01 Adjustments for Capital Changes.  The aggregate number of Plan Shares
available  for  issuance  pursuant  to the Plan  Share  Awards and the number of
Shares to which any Plan Share Award relates shall be  proportionately  adjusted
for any increase or decrease in the total number of outstanding shares of Common
Stock issued  subsequent to the effective  date of the Plan  resulting  from any
split,  subdivision or consolidation of shares or other capital  adjustment,  or
other increase or decrease in such shares effected without receipt or payment of
consideration by the Parent.

      9.02 Amendment and  Termination of the Plan. The Board may, by resolution,
at any time,  amend or terminate  the Plan.  The power to amend or terminate the
Plan shall  include  the power to direct the Trustee to return to the Parent all
or any part of the assets of the Trust, including shares of Common Stock held in
the Plan  Share  Reserve,  as well as shares of  Common  Stock and other  assets
subject to Plan Share Awards which have not yet been earned by the  Employees to
whom they have been granted.  However,  the  termination  of the Trust shall not
affect a Recipient's  right to earn Plan Share Awards and to the distribution of
Common Stock relating thereto,  including  earnings thereon,  in accordance with
the terms of this Plan and the grant by the Committee or the Board.

      9.03  Nontransferable.  Plan Share  Awards and rights to Plan Shares shall
not be  transferable  by a Recipient,  and during the lifetime of the Recipient,
Plan Shares may only be earned by and paid to the  Recipient who was notified in
writing of the Award by the Committee  pursuant to Section 6.03. No Recipient or
Beneficiary shall have any right in or claim to any assets of the Plan or Trust,
nor shall the Parent,  Savings Association,  or any Subsidiary be subject to any
claim for benefits hereunder.

      9.04 No Employment Rights.  Neither the Plan nor any grant of a Plan Share
Award  or Plan  Shares  hereunder  nor any  action  taken  by the  Trustee,  the
Committee  or the Board in  connection  with the Plan  shall  create  any right,
either express or implied, on the part of any Employee to continue in the employ
of the Parent, Savings Association, or a Subsidiary thereof.


                                       B-9

<PAGE>



      9.05 Voting and Dividend  Rights.  No  Recipient  shall have any voting or
dividend  rights of a stockholder  with respect to any Plan Shares  covered by a
Plan Share Award,  except as expressly provided in Sections 7.02 and 7.04 above,
prior to the time said Plan Shares are actually distributed to such Recipient.

      9.06  Governing Law. The Plan and Trust shall be governed by and construed
under  the laws of the  Commonwealth  of  Kentucky,  except to the  extent  that
Federal Law shall be deemed applicable.

      9.07  Effective  Date.  The  Plan  shall  be  effective  as of the date of
approval of the Plan by stockholders of the Parent.

      9.08 Term of Plan.  This Plan shall  remain in effect until the earlier of
(i) termination by the Board,  (ii) the distribution of all assets of the Trust,
or (iii) 21 years from the  Effective  Date.  Termination  of the Plan shall not
effect any Plan Share  Awards  previously  granted,  and such Plan Share  Awards
shall  remain  valid and in effect  until they have been earned and paid,  or by
their terms expire or are forfeited.

      9.09 Tax Status of Trust. It is intended that the trust established hereby
be treated as a grantor trust of the Savings Association under the provisions of
Section 671 et seq. of the  Internal  Revenue Code of 1986,  as amended,  as the
same may be amended from time to time.

      9.10  Allocation of Plan Expenses.  The Parent 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 6.05 to the extent
that such vesting occurs after the date that such Recipient 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  Recipient  would have  received  had he or she been
solely a director  of the  Savings  Association  and not an  Employee  as of the
Effective Date.





                                      B-10