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                                                                EXHIBIT 10.1


                              AMENDED AND RESTATED
                         LINE OF CREDIT PROMISSORY NOTE


$15,000,000.00                                       Louisville, Kentucky
                                                     Effective May 31, 1996 but
                                                     executed on July ____, 1996


         FOR VALUE RECEIVED, the undersigned, CARDINAL BANCSHARES, INC., a
Kentucky corporation with principal office and place of business in Lexington,
Kentucky (the "Maker"), hereby promises and agrees to pay to the order of
MID-AMERICA BANK OF LOUISVILLE & TRUST COMPANY, a Kentucky banking corporation
with principal office and place of business in Louisville, Kentucky (the
"Bank"), the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000.00), or so
much thereof as may be outstanding from time to time, on June 30, 1997, subject
to extension thereof as provided in Section 1 below, together with interest
thereon as provided below. The terms and provisions of this Note are as follows:

         1. Stated Maturity Date; Extension of Stated Maturity Date. Subject to
the provisions of the immediately succeeding sentence, the stated maturity date
of this Note is June 30, 1997, on which date the entire unpaid principal balance
of and all accrued and unpaid interest on this Note shall be due and payable in
full to the Bank. Provided, the Bank has the option, exercisable in its sole and
absolute discretion on or before each successive June 30, commencing on or
before June 30, 1997, to extend the stated maturity date of this Note for an
additional one (1) year period. In the event the Bank exercises its option to
extend the stated maturity date of this Note as of any June 30, whether one time
or from time to time, the stated maturity date of this Note, with respect to
each such extension of the stated maturity date of this Note, shall be June 30
of the calendar year immediately succeeding the calendar year in which the Bank
has exercised its option to extend the stated maturity date of this Note,
subject at all times to the Bank's absolute right to accelerate the stated
maturity date of this Note upon the occurrence and during the continuation of
any Event of Default under and as defined in the Loan Agreement referred to
below. In the event the Bank elects not to extend the stated maturity date of
this Note, the entire unpaid principal balance of and all accrued and unpaid
interest on this Note shall be due and payable in full to the Bank on the then
current stated maturity date of this Note, subject at all times to the Bank's
absolute right to accelerate the stated maturity date of this Note upon the
occurrence and during the continuation of an Event of Default under and as
defined in the Loan Agreement referred to below.

         2. Interest Rate. The outstanding principal balance of this Note, as
the same shall exist from time to time, shall bear interest at a variable rate
equal to the "Prime Rate," as such term is defined below, minus one-half of one
percent (.5%) per annum. The interest rate which this Note bears shall be
adjusted from time to time on the same day on which the "Prime Rate" is changed
by the Bank. As used herein, the term "Prime Rate" means at all times the
interest rate per annum most recently designated or announced from time to time
by the Bank as its "Prime Rate" in effect at its principal office in Louisville,
Kentucky.


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         3. Payment of Interest. All accrued interest on this Note shall be paid
to the Bank quarterly in arrears on the last day of each and every March, June,
September and December, commencing on June 30, 1996, for so long as any portion
of the principal of or interest on this Note shall remain unpaid, and shall also
be paid in full to the Bank on the maturity date of this Note, whether the
stated maturity date of this Note, an accelerated maturity date of this Note, or
otherwise.

         4. Interest Calculated on 360-Day Year. All accrued interest on this
Note shall be calculated on the basis of the actual number of days elapsed over
an assumed year consisting of three hundred sixty (360) days.

         5. Default Rate. In the event any installment of accrued interest on
this Note is not paid to the Bank when due or within fifteen (15) days
thereafter, the Maker shall pay to the Bank a late charge equal to five percent
(5%) of the amount of such overdue installment of accrued interest. Further,
commencing fifteen (15) days after the due date of any installment of accrued
interest on this Note, provided said installment of accrued interest remains
unpaid, such overdue installment of accrued interest shall commence to bear
interest at a variable rate equal to six percent (6%) per annum plus the "Prime
Rate," as such term is defined above, until such overdue installment of accrued
interest together with all accrued interest thereon at the rate set forth herein
have been paid in full to the Bank, and such overdue installment of accrued
interest together with all interest accrued thereon at the rate set forth herein
shall continue to be immediately due and payable in full to the Bank. In the
event the Bank accelerates the stated maturity date of this Note due to the
occurrence of any Event of Default under and as defined in the Loan Agreement
referred to below, or in the event this Note is not paid in full to the Bank on
the stated maturity date hereof, the entire unpaid principal balance of this
Note together with all accrued and unpaid interest thereon shall commence to
bear interest at a variable rate equal to six percent (6%) per annum plus the
"Prime Rate," as such term is defined above, from the date of acceleration of
the stated maturity date of this Note or from the stated maturity date of this
Note, as applicable, until the entire unpaid principal balance of an all accrued
interest on this Note (including all accrued interest thereon at the rate set
forth herein) have been paid in full to the Bank, and all such unpaid principal
together with all interest accrued and unpaid thereon, including, without
limitation, all interest accrued and accruing thereon as provided in this
sentence, shall continue to be immediately due and payable in full to the Bank.

         6. Place of Payment. All payments of principal and interest on this
Note shall be made to the Bank in legal tender of the United States of America
at its offices located at Broadway at Fifth Street, Louisville, Kentucky 40202,
or to such other person or at such other place as may be designated in writing
by the Bank.

         7. Loan Agreement; Security for Note. This Note has been issued
pursuant to that certain Loan Agreement dated March 31, 1993, between the Bank
and the Maker, as amended pursuant to (a) that certain First Amendment to Loan
Agreement dated March 31, 1994, between the Bank and the Maker, (b) that certain
Second Amendment to Loan Agreement dated as of June 30, 1994, between the Bank
and the Maker, (c) that certain Third Amendment to Loan Agreement dated as of
May 31, 1995, between the Bank and the Maker, and (d) that certain 


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Fourth Amendment to Loan Agreement of even date herewith, between the Bank and
the Maker (collectively, together with all future amendments and modifications
thereof, the "Loan Agreement"). This Note is secured by that certain Amended and
Restated Stock Pledge Agreement dated March 31, 1994, between the Maker and the
Bank, as amended pursuant to (a) that certain First Amendment to Amended and
Restated Stock Pledge Agreement dated as of June 30, 1994, between the Maker and
the Bank, (b) that certain Second Amendment to Amended and Restated Stock Pledge
Agreement dated as of May 31, 1995, between the Maker and the Bank, and (c) that
certain Third Amendment to Amended and Restated Stock Pledge Agreement of even
date herewith, between the Maker and the Bank (collectively, together with all
future amendments and modifications thereto, the "Stock Pledge Agreement").

         8.  Acceleration. If there is a default in the payment of any
installment of accrued interest on this Note when due and such default is not
cured within fifteen (15) days thereafter, the Bank may, at its sole option,
during the continuation of such default, declare the entire unpaid principal
balance of and all accrued and unpaid interest on this Note to be, whereupon the
same shall be, immediately due and payable in full to the Bank. Further, if
there occurs any other Event of Default under and as defined in the Loan
Agreement, the same shall automatically be deemed a default hereunder and the
Bank may, at its sole option, declare the entire unpaid principal balance of and
all accrued and unpaid interest on this Note to be, whereupon the same shall be,
immediately due and payable in full to the Bank.

         9.  No Implied Waivers; Time is of the Essence. The failure of the Bank
to exercise any of its rights, powers and/or remedies shall not constitute a
waiver of the right to exercise the same at that or at any other time. All
rights and remedies of the Bank for default hereunder, under the Loan Agreement
and/or under the other Loan Instruments, as such term is defined in the Loan
Agreement, shall be cumulative to the greatest extent permitted by law. Time
shall be of the essence in the payment of each installment of accrued interest
on this Note and the payment of the entire unpaid principal balance of and all
accrued interest on this Note on its stated maturity date.

         10. Attorneys' Fees. If there is any default under this Note, the Loan
Agreement and/or the other Loan Instruments which is not cured, and this Note is
referred to an attorney for collection, or is collected through any court,
including any bankruptcy court, the Maker promises and agrees to pay to the Bank
its reasonable attorneys' fees, court costs and other expenses incurred in
collecting or attempting to collect or securing or attempting to secure this
Note or enforcing the Bank's rights under the Loan Agreement and/or the other
Loan Instruments.

         11. Prepayment. This Note may be prepaid at any time, in whole or in
part, without premium or penalty, and all such prepayments made on this Note
shall, at the sole option of the Bank, first be applied to accrued and unpaid
interest on this Note and then to the unpaid principal of this Note.

         12. Governing Law. This Note has been delivered in, and shall be
governed by and construed in accordance with the laws of, the Commonwealth of
Kentucky.


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         13. Waivers. The Maker hereby waives presentment, demand, notice of
dishonor, protest, notice of protest, notice of acceleration and notice of
nonpayment, and further waives all exemptions to which it may now or hereafter
be entitled to under the laws of the Commonwealth of Kentucky or any other state
or of the United States. The Bank shall have the right to grant the Maker any
extension of time for payment of this Note or any other indulgence or
forbearance whatsoever, and may release any security for the payment of this
Note, in every instance without the consent of the Maker and without in any way
affecting the liability of the Maker hereunder, and without waiving any rights
the Bank may have hereunder or by virtue of the laws of the Commonwealth of
Kentucky or any other state or of the United States.

         14. Legal Rate of Interest. Nothing herein contained shall be construed
or so operate as to require payment of interest at a rate greater than the
highest permitted contract rate under applicable law, or to make any payment or
to do any act contrary to applicable law. To this end, if during the course of
any litigation involving the enforceability of the obligations represented by
this Note, a court having jurisdiction of the subject matter or of the parties
to said litigation shall determine that either the interest rate as set forth
herein, or the effect of said rate in relation to the particular circumstances
of default resulting in said litigation, are separately or collectively
usurious, then the interest rate set forth herein shall be reduced, or the
operation and effect thereof ameliorated, to achieve the highest interest rate
or charge which shall not be usurious. As an example of such an amelioration, in
the event the indebtedness represented by this Note is declared due by the Bank
prior to maturity, and the total amount of interest paid causes interest to
exceed the highest rate permitted by law, such interest rate shall be
recalculated at the highest rate which shall not be usurious and any excess over
such recalculated interest rate shall be credited to the unpaid principal of
this Note.

         15. Captions. The section headings of this Note are inserted herein
solely for convenience of reference and shall not affect the construction or
interpretation of the provisions hereof.

         16. Amendment, Restatement and Supersession of Original Note. This Note
amends, restates and supersedes in its entirety that certain Amended and
Restated Line of Credit Promissory Note dated May 31, 1995, made by the Maker,
payable to the order of the Bank, and in the face principal amount of Fifteen
Million Dollars ($15,000,000.00), which in turn amended and restated that
certain Amended and Restated Line of Credit Promissory Note dated June 30, 1994,
made by the Maker, payable to the order of the Bank, and in the face principal
amount of Fifteen Million Dollars ($15,000,000.00), which in turn amended and
restated that certain Lie of Credit Promissory Note dated March 31, 1994, made
by the Maker, payable to the order of the Bank, and in the face principal amount
of Twelve Million Dollars ($12,000,000.00), which in turn amended and restated
that certain Line of Credit Promissory Note dated March 31, 1993, made by the
Maker, payable to the order of the Bank, and in the face principal amount of Six
Million Dollars ($6,000,000.00) (collectively, the "Original Notes"). Provided,
nothing contained in this Note or otherwise shall be construed to constitute a
novation of the debt, respectively evidenced by the Original Notes by the debt
evidenced by this Note.


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         WITNESS the signature of the Maker as of the 31st day of May, 1996.


                                         CARDINAL BANCSHARES, INC.


                                         By: /s/ John S. Penn
                                             --------------------------
                                                John S. Penn, President
                                                (the "Maker")