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                         KENTUCKY NATIONAL BANCORP, INC.

                      2000 STOCK OPTION AND INCENTIVE PLAN

         1.       PURPOSE OF THE PLAN.

         The purpose of this Plan is to advance the interests of the Company
through providing select key Employees, service providers and Directors of the
Bank, the Company, and their Affiliates with the opportunity to acquire Shares.
By encouraging such stock ownership, the Company seeks to attract, retain and
motivate the best available personnel for positions of substantial
responsibility and to provide additional incentives to Directors, service
providers and key Employees of the Company or any Affiliate to promote the
success of the business.

         2.       DEFINITIONS.

         As used herein, the following definitions shall apply.

         (a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.

         (b) "Agreement" shall mean a written agreement entered into in
accordance with Paragraph 5(c).

         (c) "Awards" shall mean, collectively, Options and SARs, unless the
context clearly indicates a different meaning.

         (d) "Bank" shall mean Kentucky National Bank.

         (e) "Board" shall mean the Board of Directors of the Company.

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

         (g) "Committee" shall mean the Stock Option Committee consisting of at
least two Non-Employee Directors appointed by the Board in accordance with
Paragraph 5(a) hereof or the Board.

         (h) "Common Stock" shall mean the common stock of the Company.

         (i) "Company" shall mean Kentucky National Bancorp, Inc.

         (j) "Continuous Service" shall mean the absence of any interruption or
termination of service as an Employee, service provider or Director of the
Company or an Affiliate. Continuous Service shall not be considered interrupted
in the case of sick leave, military leave or any other leave of absence approved
by the Company, in the case of transfers between payroll locations of the
Company or between the Company, an Affiliate or a successor, or in the case of a
Director's performance of services in an emeritus or advisory capacity.

         (k) "Director" shall mean any member of the Board, and any member of
the board of directors of any Affiliate that the Board has by resolution
designated as being eligible for participation in this Plan.

         (l) "Disability" shall mean a physical or mental condition, which in
the sole and absolute discretion of the Committee, is reasonably expected to be
of indefinite duration and to substantially prevent a Participant from
fulfilling his or her duties or responsibilities to the Company or an Affiliate.

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         (m) "Effective Date" shall mean the date specified in Paragraph 13
hereof.

         (n) "Employee" shall mean any person employed by the Company, the Bank,
or an Affiliate.

         (o) "Exercise Price" shall mean the price per Optioned Share at which
an Option or SAR may be exercised.

         (p) "ISO" shall mean an option to purchase Common Stock which meets the
requirements set forth in the Plan, and which is intended to be and is
identified as an "incentive stock option" within the meaning of Section 422 of
the Code.

         (q) "Market Value" shall mean the fair market value of the Common
Stock, as determined under Paragraph 7(b) hereof.

         (r) "Non-Employee Director" shall have the meaning provided in Rule
16b-3.

         (s) "Non-ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan but which is not intended to be and is not
identified as an ISO.

         (t) "Option" means an ISO and/or a Non-ISO.

         (u) "Optioned Shares" shall mean Shares subject to an Award granted
pursuant to this Plan.

         (v) [reserved]

         (w) "Participant" shall mean any person who receives an Award pursuant
to the Plan.

         (x) "Plan" shall mean the Kentucky National Bancorp, Inc. 2000 Stock
Option and Incentive Plan.

         (y) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.

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

         (aa) "SAR" (or "Stock Appreciation Right") means a right to receive the
appreciation in value, or a portion of the appreciation in value, of a specified
number of shares of Common Stock.

         (bb) "Year of Service" shall mean a full twelve-month period, measured
from the date of an Award and each annual anniversary of that date, during which
a Participant has not terminated Continuous Service for any reason.

         3.       TERM OF THE PLAN AND AWARDS.

         (a)      TERM OF THE PLAN. The Plan shall continue in effect for a term
of ten years from the Effective Date, unless sooner terminated pursuant to
Paragraph 15 hereof. No Award shall be granted under the Plan after ten years
from the Effective Date.

         (b)      TERM OF AWARDS. The term of each Award granted under the Plan
shall be established by the Committee, but shall not exceed 10 years; provided,
however, that in the case of an Employee who owns Shares representing more than
10% of the outstanding Common Stock at the time an ISO is granted, the term of
such ISO shall not exceed five years.

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         4.       SHARES SUBJECT TO THE PLAN.

         (a)      GENERAL RULE. Except as otherwise required under Paragraph
10, the aggregate number of Shares deliverable pursuant to Awards shall not
exceed 30,000 Shares. Such Shares may either be authorized but unissued Shares,
Shares held in treasury, or Shares held in a grantor trust created by the
Company. If any Awards should expire, become unexercisable, or be forfeited for
any reason without having been exercised, the Optioned Shares shall, unless the
Plan shall have been terminated, be available for the grant of additional Awards
under the Plan.

         (b)      SPECIAL RULE FOR SARS. The number of Shares with respect to
which an SAR is granted shall be charged against the aggregate number of Shares
remaining available under the Plan; provided, however, that in the case of an
SAR granted in conjunction with an Option, under circumstances in which the
exercise of the SAR results in termination of the Option and vice versa, only
the number of Shares subject to the Option shall be charged against the
aggregate number of Shares remaining available under the Plan. The Shares
involved in an Option as to which option rights have terminated by reason of the
exercise of a related SAR, as provided in Paragraph 9 hereof, shall not be
available for the grant of further Options under the Plan.

         5.       ADMINISTRATION OF THE PLAN.

         (a)      APPOINTMENT OF THE COMMITTEE. The Plan shall be administered
by the Committee. Members of the Committee shall serve at the pleasure of the
Board. In the absence at any time of a duly appointed Committee, the Plan shall
be administered by the Board.

         (b)      POWERS OF THE COMMITTEE. Except as limited by the express
provisions of the Plan or by resolutions adopted by the Board, the Committee
shall have sole and complete authority and discretion (i) to select Participants
and grant Awards, (ii) to determine the form and content of Awards to be issued
in the form of Agreements under the Plan, (iii) to interpret the Plan, (iv) to
prescribe, amend and rescind rules and regulations relating to the Plan, and (v)
to make other determinations necessary or advisable for the administration of
the Plan. The Committee 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, or acts
approved in writing by a majority of the Committee without a meeting, shall be
deemed the action of the Committee.

         (c)      AGREEMENT. Each Award shall be evidenced by a written
agreement containing such provisions as may be approved by the Committee. Each
such Agreement shall constitute a binding contract between the Company and the
Participant, and every Participant, upon acceptance of such Agreement, shall be
bound by the terms and restrictions of the Plan and of such Agreement. The terms
of each such Agreement shall be in accordance with the Plan, but each Agreement
may include such additional provisions and restrictions determined by the
Committee, in its discretion, provided that such additional provisions and
restrictions are not inconsistent with the terms of the Plan. In particular, the
Committee shall set forth in each Agreement (i) the Exercise Price of an Option
or SAR, (ii) the number of Shares subject to the Award, and its expiration date,
(iii) the manner, time, and rate (cumulative or otherwise) of exercise or
vesting of such Award, and (iv) the restrictions, if any, to be placed upon such
Award, or upon Shares which may be issued upon exercise of such Award. The
Chairman of the Committee and such other Directors and officers as shall be
designated by the Committee are hereby authorized to execute Agreements on
behalf of the Company and to cause them to be delivered to the recipients of
Awards.

         (d)      EFFECT OF THE COMMITTEE'S DECISIONS. All decisions,
determinations and interpretations of the Committee shall be final and
conclusive on all persons affected thereby.

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         (e)      INDEMNIFICATION. In addition to such other rights of
indemnification as they may have, the members of the Committee shall be
indemnified by the Company in connection with any claim, action, suit or
proceeding relating to any action taken or failure to act under or in connection
with the Plan or any Award, granted hereunder to the full extent provided for
under the company's governing instruments with respect to the indemnification of
Directors.

         6.       GRANT OF OPTIONS.

         (a)      GENERAL RULE. Employees, service providers and Directors shall
be eligible to receive Awards. In selecting those Employees and Directors to
whom Awards will be granted and the number of shares covered by such Awards, the
Committee shall consider the position, duties and responsibilities of the
eligible Employees, service providers and Directors, the value of their services
to the Company and its Affiliates, and any other factors the Committee may deem
relevant. Awards shall be made at the discretion of the Committee.

         (b)      AUTOMATIC GRANTS. The automatic grants specified in
"Exhibit A" attached hereto shall be effective on the Plan's Effective Date, and
be subject to such conditions on exercise such as the attainment of specified
performance goals or standards as the Committee shall determine. The Exercise
Price of each such Option shall equal the Fair Market Value of the Optioned
Shares on such date.

         (c)      SPECIAL RULES FOR ISOS. Options granted pursuant to the Plan
shall not be ISOs unless the Plan is approved by the Company's stockholders
within 12 months after the Effective Date. The aggregate Market Value, as of the
date the Option is granted, of the Shares with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year (under
all incentive stock option plans, as defined in Section 422 of the Code, of the
Company or any present or future Affiliate of the Company) shall not exceed
$100,000. Notwithstanding the foregoing, the Committee may grant Options in
excess of the foregoing limitations, in which case Options granted in excess of
such limitation shall be Non-ISOs.

         7.       EXERCISE PRICE FOR OPTIONS.

         (a)      LIMITS ON COMMITTEE DISCRETION. The Exercise Price as to any
particular Option shall not be less than 100% of the Market Value of the
Optioned Shares on the date of grant. In the case of an Employee who owns Shares
representing more than 10% of the Company's outstanding Shares of Common Stock
at the time an ISO is granted, the Exercise Price shall not be less than 110% of
the Market Value of the Optioned Shares at the time the ISO is granted.

         (b)      STANDARDS FOR DETERMINING EXERCISE PRICE. If the Common Stock
is listed on a national securities exchange (including the NASDAQ National
Market System) on the date in question, then the Market Value per Share shall be
the average of the highest and lowest selling price on such exchange on such
date, or if there were no sales on such date, then the Exercise Price shall be
the mean between the bid and asked price on such date. If the Common Stock is
traded otherwise than on a national securities exchange on the date in question,
then the Market Value per Share shall be the mean between the bid and asked
price on such date, or, if there is no bid and asked price on such date, then on
the next prior business day on which there was a bid and asked price. If no such
bid and asked price is available, then the Market Value per Share shall be its
fair market value as determined by the Committee, in its sole and absolute
discretion.

         8.       EXERCISE OF OPTIONS.

         (a)      GENERALLY. Except as otherwise provided by the Committee in
an Agreement, each Option shall be fully exercisable upon its date of grant.

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         (b)      PROCEDURE FOR EXERCISE. A Participant may exercise Options,
subject to provisions relative to its termination and limitations on its
exercise, only by (1) written notice of intent to exercise the Option with
respect to a specified number of Shares, and (2) payment to the Company
(contemporaneously with delivery of such notice) in cash, in Common Stock owned
for more than six months, or a combination of cash and Common Stock owned for
more than six months, of the amount of the Exercise Price for the number of
Shares with respect to which the Option is then being exercised. Each such
notice (and payment where required) shall be delivered, or mailed by prepaid
registered or certified mail, addressed to the Treasurer of the Company at its
executive offices. Common Stock owned for more than six months utilized in full
or partial payment of the Exercise Price for Options shall be valued at its
Market Value at the date of exercise. An Option may not be exercised for a
fractional Share.

         (c)      PERIOD OF EXERCISABILITY. Except to the extent otherwise
provided in the terms of an Agreement, an Option may be exercised by a
Participant only while he is an Employee and has maintained Continuous Service
from the date of the grant of the Option, or within one year after termination
of such Continuous Service or Disability (but not later than the date on which
the Option would otherwise expire), except if the Employee's Continuous Service
terminates by reason of --

                  (1) "Just Cause" which for purposes hereof shall have the
         meaning set forth in any unexpired employment or severance agreement
         between the Participant and the Bank and/or the Company (and, in the
         absence of any such agreement, shall mean termination because of the
         Employee's personal dishonesty, incompetence, willful misconduct,
         breach of fiduciary duty involving personal profit, intentional failure
         to perform stated duties, willful violation of any law, rule or
         regulation (other than traffic violations or similar offenses) or final
         cease-and-desist order), then the Participant's rights to exercise such
         Option shall expire on the date of such termination; or

                  (2) death, then to the extent that the Participant would have
         been entitled to exercise the Option immediately prior to his death,
         such Option of the deceased Participant may be exercised within two
         years from the date of his death (but not later than the date on which
         the Option would otherwise expire) by the personal representatives 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.

         (d)      EFFECT OF THE COMMITTEE'S DECISIONS. The Committee's
determination whether a Participant's Continuous Service has ceased, and the
effective date thereof, shall be final and conclusive on all persons affected
thereby.

         (e)      MANDATORY SIX-MONTH HOLDING PERIOD. Notwithstanding any other
provision of this Plan to the contrary, common stock of the Company that is
purchased upon exercise of an Option or SAR may not be sold within the six-month
period following the grant of that Option or SAR except as expressly approved by
the Committee.

         9.       SARS (STOCK APPRECIATION RIGHTS)

         (a)      GRANTING OF SARS. In its sole discretion, the Committee may
from time to time grant SARs to Employees either in conjunction with, or
independently of, any Options granted under the Plan. An SAR granted in
conjunction with an Option may be an alternative right wherein the exercise of
the Option terminates the SAR to the extent of the number of shares purchased
upon exercise of the Option and, correspondingly, the exercise of the SAR
terminates the Option to the extent of the number of Shares with respect to
which the SAR is exercised. Alternatively, an SAR granted in conjunction with an
Option may be an additional right wherein both the SAR and the Option may be
exercised. An SAR may not be granted in conjunction with an ISO under
circumstances in which the exercise of the SAR affects the right to exercise the
ISO or vice versa, unless the SAR, by its terms, meets all of the following
requirements:

                  (1)      The SAR will expire no later than the ISO;

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                  (2)      The SAR may be for no more than the difference
                           between the Exercise Price of the ISO and the Market
                           Value of the Shares subject to the ISO at the time
                           the SAR is exercised;

                  (3)      The SAR is transferable only when the ISO is
                           transferable, and under the same conditions;

                  (4)      The SAR may be exercised only when the ISO may be
                           exercised; and

                  (5)      The SAR may be exercised only when the Market Value
                           of the Shares subject to the ISO exceeds the Exercise
                           Price of the ISO.

         (b)      TERMS OF SAR AWARDS. The provisions of Paragraphs 7 and 8 are
incorporated by reference herein, and shall determine the terms of SARs (to the
extent not inconsistent herewith).

         (c)      EXERCISE OF SARS. An SAR granted hereunder shall be
exercisable at such times and under such conditions as shall be permissible
under the terms of the Plan and of the Agreement granted to a Participant,
provided that an SAR may not be exercised for a fractional Share. Upon exercise
of an SAR, the Participant shall be entitled to receive, without payment to the
Company except for applicable withholding taxes, an amount equal to the excess
of (or, in the discretion of the Committee if provided in the Agreement, a
portion of) the excess of the then aggregate Market Value of the number of
Optioned Shares with respect to which the Participant exercises the SAR, over
the aggregate Exercise Price of such number of Optioned Shares. This amount
shall be payable by the Company, in the discretion of the Committee, in cash or
in Shares valued at the then Market Value thereof, or any combination thereof.

         10.      EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.

         (a)      RECAPITALIZATIONS; STOCK SPLITS, ETC. The number and kind of
shares reserved for issuance under the Plan, and the number and kind of shares
subject to outstanding Awards, and the Exercise Price thereof, shall be
proportionately adjusted for any increase, decrease, change or exchange of
Shares for a different number or kind of shares or other securities of the
Company which results from a merger, consolidation, recapitalization,
reorganization, reclassification, stock dividend, split-up, combination of
shares, or similar event in which the number or kind of shares is changed
without the receipt or payment of consideration by the Company.

         (b)      TRANSACTIONS IN WHICH THE COMPANY IS NOT THE SURVIVING ENTITY.
In the event of (i) the liquidation or dissolution of the Company, (ii) a merger
or consolidation in which the Company is not the surviving entity, or (iii) the
sale or disposition of all or substantially all of the Company's assets (any of
the foregoing to be referred to herein as a "Transaction"), all outstanding
Awards, together with the Exercise Prices thereof, shall be equitably adjusted
for any change or exchange of Shares for a different number or kind of shares or
other securities which results from the Transaction.

         (c)      SPECIAL RULE FOR ISOS. Any adjustment made pursuant to
subparagraphs (a) or (b) hereof shall be made in such a manner as not to
constitute a modification, within the meaning of Section 424(h) of the Code, of
outstanding ISOs.

         (d)      CONDITIONS AND RESTRICTIONS ON NEW, ADDITIONAL, OR DIFFERENT
SHARES OR SECURITIES. If, by reason of any adjustment made pursuant to this
Paragraph, a Participant becomes entitled to new, additional, or different
shares of stock or securities, such new, additional, or different shares of
stock or securities shall thereupon be subject to all of the conditions and
restrictions which were applicable to the Shares pursuant to the Award before
the adjustment was made.

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         (e)      OTHER ISSUANCES. Except as expressly provided in this
Paragraph, the issuance by the Company or an Affiliate of shares of stock of any
class, or of securities convertible into Shares or stock of another class, for
cash or property or for labor or services either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, shall not affect, and no
adjustment shall be made with respect to, the number, class, or Exercise Price
of Shares then subject to Awards or reserved for issuance under the Plan.

         (f)      CERTAIN SPECIAL DIVIDENDS. The Exercise Price and number of
shares subject to outstanding Awards shall be proportionately adjusted upon the
payment of a special large and nonrecurring dividend that has the effect of a
return of capital to the shareholders.

         11.      NON-TRANSFERABILITY OF AWARDS.

         Awards may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution. Notwithstanding the foregoing, or any other provision of this
Plan, a Participant who holds Awards may transfer such Awards (but not Incentive
Stock Options) to his or her spouse, lineal ascendants, lineal descendants, or
to a duly established trust for the benefit of one or more of these individuals.
Awards so transferred may thereafter be transferred only to the Participant who
originally received the grant or to an individual or trust to whom the
Participant could have initially transferred the Awards pursuant to this
Paragraph 11. Awards which are transferred pursuant to this Paragraph 11 shall
be exercisable by the transferee according to the same terms and conditions as
applied to the Participant.

         12.      TIME OF GRANTING AWARDS.

         The date of grant of an Award shall, for all purposes, be the later of
the date on which the Committee makes the determination of granting such Award,
and the Effective Date. Notice of the determination shall be given to each
Participant to whom an Award is so granted within a reasonable time after the
date of such grant.

         13.      EFFECTIVE DATE.

         The Plan shall become effective immediately upon its approval by the
Board.

         14.      MODIFICATION OF AWARDS.

         At any time, and from time to time, the Board may authorize the
Committee to direct execution of an instrument providing for the modification of
any outstanding Award, provided no such modification shall confer on the holder
of said Award any right or benefit which could not be conferred on him by the
grant of a new Award at such time, or impair the Award without the consent of
the holder of the Award.

         15.      AMENDMENT AND TERMINATION OF THE PLAN.

         The Board may from time to time amend the terms of the Plan and, with
respect to any Shares at the time not subject to Awards, suspend or terminate
the Plan. No amendment, suspension or termination of the Plan shall, without the
consent of any affected holders of an Award, alter or impair any rights or
obligations under any Award theretofore granted.

         16.      CONDITIONS UPON ISSUANCE OF SHARES.

         (a)      COMPLIANCE WITH SECURITIES LAWS. Shares of Common Stock shall
not be issued with respect to any Award 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 law, and the
requirements of any stock exchange upon which the Shares may then be listed.

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         (b)      SPECIAL CIRCUMSTANCES. The inability of the Company to obtain
approval from any regulatory body or authority deemed by the Company's counsel
to be necessary to the lawful issuance and sale of any Shares hereunder shall
relieve the Company of any liability in respect of the non-issuance or sale of
such Shares. As a condition to the exercise of an Option or SAR, the Company may
require the person exercising the Option or SAR 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.

         (c)      COMMITTEE DISCRETION. The Committee shall have the
discretionary authority to impose in Agreements such restrictions on Shares as
it may deem appropriate or desirable, including but not limited to the authority
to impose a right of first refusal or to establish repurchase rights or both of
these restrictions.

         17.      RESERVATION OF SHARES.

         The Company, during the term of the Plan, will reserve and keep
available a number of Shares sufficient to satisfy the requirements of the Plan.

         18.      WITHHOLDING TAX.

         The Company's obligation to deliver Shares upon exercise of Options
and/or SARs shall be subject to the Participant's satisfaction of all applicable
federal, state and local income and employment tax withholding obligations. The
Committee, in its discretion, may permit the Participant to satisfy the
obligation, in whole or in part, by irrevocably electing to have the Company
withhold Shares, or to deliver to the Company Shares that he already owns,
having a value equal to the amount required to be withheld. The value of the
Shares to be withheld, or delivered to the Company, shall be based on the Market
Value of the Shares on the date the amount of tax to be withheld is to be
determined. The amount of the withholding requirement shall be the applicable
statutory minimum federal, state or local income tax with respect to the award
on the date that the amount of tax is to be held. As an alternative, the Company
may retain, or sell without notice, a number of such Shares sufficient to cover
the amount required to be withheld.

         19.      NO EMPLOYMENT OR OTHER RIGHTS.

         In no event shall an Employee's, service provider's or Director's
eligibility to participate or participation in the Plan create or be deemed to
create any legal or equitable right of the Employee, Director, or any other
party to continue service with the Company, the Bank, or any Affiliate of such
corporations. No Employee, service provider or Director shall have a right to be
granted an Award or, having received an Award, the right to again be granted an
Award. However, an Employee, service provider or Director who has been granted
an Award may, if otherwise eligible, be granted an additional Award or Awards.

         20.      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 the Indiana Business
Corporation Act or federal law shall be deemed to apply.

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                                                                     EXHIBIT "A"

          AUTOMATIC GRANTS TO EMPLOYEES, SERVICE PROVIDERS & DIRECTORS

<TABLE>
<CAPTION>

                           NAME                                         NUMBER OF OPTION SHARES GRANTED
                           ----                                         -------------------------------

<S>                                                                                  <C>
                   Lawrence P. Calvert                                               4,500

                     Ronald J. Pence                                                 4,500

                     Larry R. Witten                                                 4,500

                 Robert E. Robbins, M.D.                                             1,000

                    Kevin D. Addington                                               1,000

                    Henry Lee Chitwood                                               1,000

                    Lois Watkins Gray                                                1,000

                    William R. Hawkins                                               1,000

               Christopher G. Knight, M.D.                                           1,000

                   Leonard Allen McNutt                                              1,000

                        John Scott                                                   1,000

                      Jenean Cooper                                                  1,250

                      Paula Croston                                                  1,250
</TABLE>

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