Exhibit 10.1

BOURBON BANCSHARES, INC.

1993 EMPLOYEE STOCK OWNERSHIP INCENTIVE PLAN

ARTICLE 1.  PURPOSE.

The purpose of this 1993 Employee Stock Ownership Incentive Plan
("Plan") is to advance the interest of Bourbon Bancshares, Inc., a Kentucky
corporation ("Company"), and its subsidiaries, by encouraging employees who
will largely be responsible for the long-term success and development of the
Company to acquire and retain an ownership interest in the Company.  The Plan
is also intended to provide flexibility to the Company in attracting and
retaining such employees and stimulating their efforts on behalf of the
Company.

ARTICLE 2.  DEFINITIONS AND CONSTRUCTION.

2.1  Definitions.  As used in the Plan, terms defined
parenthetically immediately after their use shall have the respective
meanings provided by such definitions, and the terms set forth below shall have
the following meanings (in either case, such meanings shall apply equally to
both the singular and plural forms of the terms defined):

a.	"Award" shall mean a grant of Options under the Plan.

b.	"Board" shall mean the Board of Directors of the
Company.

c.	"Cause" shall mean a felony conviction of a Participant or
the failure of a Participant to contest prosecution for a
felony, or the Participant's willful misconduct or dishon-
esty, any of which is determined by the Committee to be
directly and materially harmful to the business or reputation
of the Company or its Subsidiaries.

d.	A "Change in Control" shall mean any of the following
events:

1.	An acquisition (other than directly from the
Company) of any voting securities of the Company (the
"Voting Securities") by any Person immediately
after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of twenty-five percent (25%) or
more of the combined voting power of the
Company's then outstanding Voting Securities;
provided, however, that in determining whether a
Change in Control has occurred, Voting Securities
that are acquired in a "Non-Control Acquisition" (as
hereinafter defined) shall not constitute an
acquisition that would cause a Change in Control.
A "Non-Control Acquisition" shall mean an acquisition
by (i) the Company or any Subsidiary, (ii) an
employee benefit plan (or a trust forming a part
thereof) maintained by the Company or any Subsidiary
or (iii) any Person in connection with a "Non-
Control Transaction" (as hereinafter defined).

2.	The individuals who, as of the Effective Date, are
members of the Board (the "Incumbent Board"), cease
for any reason to constitute at least a majority of the
Board; provided, however, that if the election, or
nomination for election by the Company's shareholders,
of any new director was approved by a vote of at
least a majority of the Incumbent Board, such new
directors shall, for purposes of the Plan, be
considered as a member of the Incumbent Board;
provided, further, however, that no individual shall
be considered a member of the Incumbent Board if
such individual initially assumed office as a
result of either an actual or threatened "election
contest" (as described in Rule 14a-11 promulgated
under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf
of a Person other than the Board (a "Proxy
Contest"), including by reason of any agreement
intended to avoid or settle any Election Contest or
Proxy Contest; or

3.	Approval by shareholders of the Company of:

(A)	  A merger, consolidation or reorganization
involving the Company, unless

(i)	the shareholders of the Company,
immediately before such merger,
consolidation or reorganization, own,
directly or indirectly immediately
following such merger,
consolidation or reorganization, at
least a majority of the combined voting
power of the outstanding voting
securities of the corporation resulting
from such merger, consolidation or
reorganization (the "Surviving Corpo-
ration") in substantially the same
proportion as their ownership of the
Voting Securities immediately before
such merger, consolidation or reorga-
nization,

(ii)	The individuals who were members of
the Incumbent Board immediately prior
to the execution of the agreement
providing for such merger,
consolidation or reorganization
constitute at least a majority of the
members of the board of directors of
the Surviving Corporation,

(iii)	No Person (other than the Company,
any Subsidiary, any employee benefit
plan (or any trust forming a part
thereof) maintained by the Company,
the Surviving Corporation or any
Subsidiary, or any Person who
(immediately prior to such merger,
consolidation or reorganization had
Beneficial Ownership of twenty percent
(20%) or more of the then outstanding
Voting Securities) has Beneficial
Ownership of twenty percent (20%) or
more of the combined voting power of
the Surviving Corporation's then-
outstanding voting securities, and

(iv)	a transaction described in clauses
(i) through (iii) shall herein be
referred to as a "Non-Control
Transaction";

(B)	A complete liquidation or
dissolution of the Company; or

(C)	An agreement for the sale or other
disposition of all or substantially all
of the assets of the Company to any
Person (other than a transfer to a
Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the outstanding Voting Securities as a
result of the acquisition of Voting Securities by the Company which, by
reducing the number of Voting Securities outstanding, increased the
proportional number of shares Beneficially Owned by the Subject Person;
provided that if a Change in Control would occur (but for the operation of
this sentence) as a result of the acquisition of Voting Securities by the
Company, and after such share acquisition by the Company, the Subject Person
becomes the Beneficial Owner of any additional Voting Securities that
increases the percentage of the then outstanding Voting Securities
Beneficially Owned by the Subject Person, then a Change in Control shall occur.

e.	"Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto, together
with any regulations promulgated thereunder.

f.	"Committee" shall mean the committee described in
Section 3.1.

g.	"Disability" shall mean a physical or mental infirmity
that the Committee determines impairs the Participant's
ability to perform substantially his or her duties for a period
of 180 consecutive days.

h.	"Effective Date" shall mean the date described in
Section 7.1.

i.	"Employee" shall mean an individual who is a full-time
employee of the Company or a Subsidiary.

j.	"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.

k.	"Fair Market Value" of the Shares shall mean, as of any
applicable date, the midpoint between the "bid" and "ask" price
of the Shares as quoted by J.J.B. Hilliard, W.L. Lyons,
Inc. ("Hilliard-Lyons"), or if no such "bid" and "ask"
price of the Shares shall have occurred on such date, on the
next preceding date on which there was such quoted prices.
If there shall be any material alteration in the present
system of quoting sale prices of the Shares, or if the Shares
shall no longer be quoted by Hilliard-Lyons, the fair market
value of the Shares as of a particular date shall be determined
by such method as shall be determined by the Committee.

l.	"ISOs" shall have the meaning given such term in Section
6.1.

m.	"NQSOs" shall have the meaning given such term in
Section 6.1.

n.	"Option" shall mean an option to purchase Shares granted
pursuant to Article 6.

o.	"Option Agreement" shall mean an agreement evidencing
the grant of an Option, as described in Section 6.2.

p.	"Option Exercise Price" shall mean the purchase price per
share subject to an Option, which shall not be less than the
Fair Market Value of the Share on the date of grant.

q.	"Participant" shall mean any Employee selected by the
Committee to receive an Award under the Plan.

r.	"Person" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and as used in Sections
13(d) and 14(d) thereof, including a "group" as defined in
Section 13(d) thereof.

s.	"Plan" shall mean this Bourbon Bancshares, Inc. 1993
Employee Stock Ownership Incentive Plan as the same may be
amended from time to time.

t.	"Retirement" shall mean retirement by a Participant in
accordance with the terms of the Company's retirement
policy applicable to directors of the Company or any
Subsidiary.

u.	"Shares" shall mean the Company's Common Shares.

v.	"Subsidiary" shall mean, with respect to any company, any
corporation or other Person of which a majority of its voting
power, equity securities, or equity interest is owned
directly or indirectly by such company.

2.2  Gender and Number.  Except where otherwise indicated by the
context, reference to the masculine gender shall include the feminine gender,
the plural shall include the singular and the singular shall include the
plural.

2.3  Severability.  In the event any provision of the Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

ARTICLE 3.  ADMINISTRATION.

3.1  The Committee.  The Plan shall be administered by a committee
(the "Committee") appointed by the Board. In the event the Shares of the
Company are hereafter registered under Section 12 of the Exchange Act, the
Committee shall include two or more directors of the Company who are
"disinterested persons" within the meaning of Rule 16b-3 (or any successor
provision) promulgated under the Exchange Act.  The members of the
Committee shall be appointed from time to time by, and shall serve at the
discretion of, the Board.

3.2  Authority of the Committee.  Subject to the provisions of the Plan,
the Committee shall have full authority to administer the Plan, including
without limitation, the authority to:

a.	select Participants to whom Awards are granted;

b.	determine the size and frequency of Awards granted under
the Plan;

c.	determine the terms and conditions of Awards, including
any restrictions or conditions to the Award, which need not be
identical;

d.	cancel or modify, with the consent of the Participant,
outstanding Awards and to grant new Awards in substitution
therefor;

e.	accelerate the exercise ability of, and accelerate or
waive any or all the restrictions and conditions applicable to,
any Award, for any reason;

f.	extend the duration of an Option exercise period or term
of an Award;

g.	construe and interpret the Plan and any agreement or
instrument entered into under the Plan;

h.	establish, amend and rescind rules and regulations for
the Plan's administration; and

i.	amend the terms and conditions of any outstanding Award
to the extent such terms and conditions are within the
discretion of the Committee as provided in the Plan.

The Committee shall have sole discretion to make all other determinations
that may be necessary or advisable for the administration of the Plan
including, without limitation, the discretion to construe and interpret the
Plan and any Award and establish, amend and revoke rules and regulations for
the administration of the Plan.  To the extent permitted by law, the
Committee may delegate its authority as identified hereunder.

3.3  Decisions Bindinq.  All determinations and decisions made by the
Committee pursuant to the provisions of the Plan, and all related orders or
resolutions of the Board, shall be final, conclusive and binding on all
persons, including the Company, its shareholders, employees, participants
and their estates and beneficiaries.

3.4  Section 16 Compliance; Bifurcation of Plan.  In the event the
Shares of the Company are hereafter registered under Section 12 of the Exchange
Act and therefore the Plan and its administration becomes subject to Section
16 of the Exchange Act, it is the intention of the Company that the Plan
and the administration of the Plan in such event comply in all respects with
Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.  In such event, if any plan provision, or any aspect of the
administration of the Plan, is thereafter found not to be in compliance with
Section 16 of the Exchange Act, the provision or administration shall be deemed
null and void, and the Plan shall be construed in favor of its meeting the
requirements of Rule 16b-3 promulgated under the Exchange Act.
Notwithstanding anything in the Plan to the contrary, the Board or the
Committee, in its discretion, may bifurcate the Plan so as to restrict,
limit or condition the use of any provision of the Plan to Participants who are
subject to Section 16 of the Exchange Act without so restricting, limiting or
conditioning the Plan with respect to other Participants.

ARTICLE 4.  SHARES AVAILABLE UNDER THE PLAN.

4.1  Number of Shares.  Subject to adjustment as provided in Section
4.2, the number of Shares reserved for issuance upon the exercise of Awards is
30,000 Shares.  Any Shares issued under the Plan may consist, in whole or in
part, of authorized and unissued Shares or treasury shares.  If and to the
extent Awards shall expire or terminate for any reason without having been
exercised in full (including a cancellation and regrant of an Option), or
shall be forfeited, without, in either case, the Participant having realized
any of the economic benefits of a shareholder, the Shares associated with such
Awards (to the extent not fully exercised, forfeited or as to which no economic
benefit was realized) shall again become available for Awards under the Plan.

4.2 Adjustments in Authorized Shares and Outstandinq Awards.  In the event of
a merger, reorganization, consolidation, recapitalization, reclassification,
split-up, spin-off, separation, liquidation, share dividend, stock split,
reverse stock split, cash dividend, property dividend, share repurchase, share
combination, share exchange, issuance of warrants, rights or debentures, or
other change in the corporate structure of the Company affecting the Shares,
the Committee may substitute or adjust the total number and class of Shares or
other stock or securities that may be issued under the Plan, and the number,
class and/or price of Shares or other stock or securities subject to
outstanding Awards, as it determines to be appropriate and equitable to
prevent dilution or enlargement of the rights of Participants and to preserve,
without exceeding, the value of any outstanding Awards; and further provided,
that the number of Shares or other stock or securities subject to any Award
shall always be a whole number.

ARTICLE 5.  ELIGIBILITY AND PARTICIPATION.

All Employees of the Company and its Subsidiaries are eligible to receive
Awards under the Plan.  In selecting Employees to receive Awards under the
Plan, as well as in determining the number of Shares subject to and the other
terms and conditions applicable to, each Award, the Committee shall take into
consideration such factors as it deems relevant in promoting the purposes of
the Plan, including the duties of the Employees, their present and potential
contribution to the success of the Company and their anticipated number of
years of active service remaining with the Company or a Subsidiary.

ARTICLE 6.  STOCK OPTIONS.

6.1  Grant of Options.  Subject to the terms and provisions of the Plan,
the Committee may grant Options to Participants at any time and from time to
time in the form of options that are intended to qualify as incentive stock
options within the meaning of Section 422 of the Code ("ISOs"), Options that
are not intended to so qualify ("NQSOs") or a combination thereof.

6.2  Option Agreement.  Each Award shall be evidenced by an Option
Agreement that shall specify the Option Exercise Price, the duration of the
Option, the number of Shares to which the Option relates and such other
provisions as the Committee may determine or that are required by the Plan.
The Option Agreement shall also specify whether the Option is intended to be
an ISO or a NQSO and shall include such provisions applicable to the particular
type of Option granted.

6.3  Duration of Options.  Subject to Section 3.2(f) and Section
6.7, each Option shall expire at such time as is determined by the Committee at
the time of grant; provided, however, that no Option shall be exercised later
than the tenth (10th) anniversary of its grant.

6.4  Exercise of Options.  Options shall be exercisable at such
times and be subject to such restrictions and conditions as the Committee
shall approve at the time of grant, which need not be the same for each grant
or for each Participant.  Options shall be exercised by delivery to the Company
of a written notice of exercise, setting forth the number of Shares with
respect to which the Option is to be exercised and accompanied by full payment
of the Option Exercise Price and all applicable withholding taxes.

6.5  Payment of Option Exercise Price.  The Option Exercise Price
for Shares as to which an Option is exercised shall be paid to the Company in
full at the time of exercise, at the discretion of the Committee, either (a)
in cash in the form of currency or other cash equivalent acceptable to the
Company, (b) by tendering Shares having a Fair Market Value at the time of
exercise equal to the Option Exercise Price, (c) any other reasonable
consideration that the Committee may deem appropriate or (d) by a combination
of the forms of consideration described in (a), (b) and (c) of this
Section 6.5.  The Committee may permit the cashless exercise of Options as
described in Regulation T promulgated by the Federal Reserve Board, subject to
applicable securities law restrictions, or by any other means that the
Committee determines to be consistent with the Plan's purpose and applicable
law.

6.6  Vesting Upon Change in Control.  Upon a Change in Control, any
then outstanding Options held by a Participant shall become fully vested and
immediately exercisable.

6.7  Termination of Employment.  If the employment of a
Participant is terminated for Cause, all then outstanding Options of
such Participant, whether or not exercisable, shall terminate immediately.
If the employment of a Participant is terminated for any reason other
than for Cause, death, Disability or Retirement, to the extent then
outstanding Options of such Participant are exercisable, such Options may
be exercised by such Participant or his personal representative at any time
prior to the earlier of the expiration date of the Options or the date that is
ninety (90) days after the date of such termination of employment.  In
the event of the Retirement of a Participant, to the extent then
outstanding Options of such Participant are exercisable, such Options may be
exercised by the Participant (a) in the case NQSOs, within one (1) year after
the date of Retirement and (b) in the case of ISOs, within ninety (90)
days after Retirement; provided, however, that no such Options may be
exercised on a date subsequent to their expiration.  In the event of the
death or Disability of a Participant while employed by the Company or a
Subsidiary, all then outstanding Options of such Participant shall
become fully vested and immediately exercisable, and may be exercised at
any time within one (1) year after the date of death or determination of
Disability; provided, however, that no such Options may be exercised on a
date subsequent to their expiration.  Options may be exercised as provided in
this Section 6.7 (x) in the event of the death of a Participant, by the
person or persons to whom rights pass by will or by the laws of descent and
distribution, or if appropriate, the legal representative of his estate and (y)
in the event of the Disability of a Participant, by the Participant, or if such
Participant is incapacitated, by his legal representative.

ARTICLE 7.  EFFECTIVE DATE, AMENDMENT, MODIFICATION AND TERMINATION.

7.1  Effective Date.  The Plan shall become effective on July 1,
1993 if, prior to such date, the Plan shall have been approved by the
holders of a majority of the Shares of the Company represented in person or by
proxy at a meeting of shareholders of the Company at which the Plan is
submitted for approval.

7.2  Termination Date.  The Plan shall terminate on the earliest
to occur of (a) the tenth (10th) anniversary of the date on which the Plan is
adopted by the Board of the Company, (b) the date when all Shares available
under the Plan shall have been acquired pursuant to the exercise of Awards or
(c) such other date as the Board may determine in accordance with Section
7.3.

7.3  Amendment, Modification and Termination.  The Board may, at any
time, amend, modify or terminate the Plan.  However, without the approval of
shareholders of the Company (as may be required by the Code or Section 16 of
the Exchange Act and the rules promulgated thereunder), no such amendment,
modification or termination may:

a.	materially increase the benefits accruing to
Participants under the Plan;

b.	materially increase the total amount of Shares that may be
issued under the Plan, except as provided in Section 4.2; or

c.	materially modify the class of Employees eligible to
participate in the Plan.

The Committee may amend the terms of any Award, prospectively or
retroactively, but no such amendment shall impair the rights of any Participant
without such Participant's consent.

7.4  Awards Previously Granted.  No amendment, modification or
termination of the Plan shall in any manner adversely affect any outstanding
Award without the written consent of the Participant holding such Award.

ARTICLE 8.  NON-TRANSFERABILITY.

A Participant's rights under this Plan may not be assigned, pledged or
otherwise transferred other than by will or the laws of descent and
distribution.

ARTICLE 9.  NO GRANTING OF EMPLOYMENT RIGHTS.

Neither the Plan, nor any action taken under the Plan, shall be
construed as giving any employee the right to become a Participant, nor shall
any Award under the Plan be construed as giving a Participant any right with
respect to continuance of employment by the Company.  The Company expressly
reserves the right to terminate, whether by dismissal, discharge or otherwise,
a Participant's employment at any time, with or without Cause, except as
may otherwise be provided by any written agreement between the Company and the
Participant.

ARTICLE 10.  WITHHOLDING.

10.1  Tax Withholdinq.  A Participant shall remit to the Company
an amount sufficient to satisfy Federal and state taxes (including the
Participant's FICA obligation) required by law to be withheld with respect
to any grant or exercise made under or as a result of the Plan.

10.2  Share Withholdinq.  With respect to withholding required upon the
exercise of Options or upon any other taxable event under the Plan pursuant to
which Shares are to be received by the Participant ("Taxable Event"), a
Participant may, subject to the discretion of the Committee, make an election
(a "Tax Election") to satisfy the withholding requirement with respect to such
Shares, in whole or in part, by having the Company withhold Shares having a
Fair Market Value on the date the withholding tax is to be determined
equal to the amount required to be withheld under applicable law.

ARTICLE 11. INDEMNIFICATION.

No member of the Board or the Committee, nor any officer or
Employee acting on behalf of the Board or the Committee, shall be personally
liable for any action, determination or interpretation taken or made with
respect to the Plan, and all members of the Board, the Committee and each
and any officer or Employee of the Company acting on their behalf shall, to
the extent permitted by law, be fully indemnified and protected by the Company
with respect to any such action, determination or interpretation.

ARTICLE 12.  SUCCESSORS.

All obligations of the Company with respect to Awards granted under the
Plan shall be binding on any successor to the Company, whether the existence
of such successor is a result of a direct or indirect purchase, merger,
consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.

ARTICLE 13.  GOVERNING LAW.

To the extent not preempted by Federal law, the Plan, and all agreements
under the Plan, shall be governed by, and construed in accordance with, the
laws of the Commonwealth of Kentucky without regard to its conflict of law
rules.

IN WITNESS WHEREOF, Bourbon Bancshares, Inc. has caused this 1993
Employee Stock Ownership Incentive Plan to be executed by the undersigned
officer this 9th day of March, 1993.

BOURBON BANKSHARES, INC.

By: /s/Buckner Woodford
Bucker Woodford, President
and Chief Executive Officer
ATTEST:

/s/Joe Allen
Joe Allen, Secretary




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