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                                                                   Exhibit 10.12

                               S.Y. BANCORP, INC.

                 AMENDED AND RESTATED 1995 STOCK INCENTIVE PLAN

         1. PURPOSE. The name of this plan is the S.Y. Bancorp, Inc. 1995 Stock
Incentive Plan (the "Plan"). The purpose of the Plan is to further the best
interests of S.Y. Bancorp, Inc. (the "Company") by (a) assisting the Company and
its Subsidiaries (as hereinafter defined) in attracting and retaining key
employees and nonemployee directors and (b) providing such persons with an
additional incentive to work to increase the value of the Company's stock by
granting them a stake in the future of the Company which corresponds to the
stake of each of the Company's shareholders.

         2. DEFINITIONS.

         As used in this Plan, the following terms shall have the meanings set
forth below:

         (a) "1999 Amendments" shall mean the amendments to the Plan approved by
the shareholders of the Company at the Annual Meeting of Shareholders held on
April 20, 1999.

         (b) "Award" shall mean any grant under the Plan in the form of Stock
Options, Stock Appreciation Rights or any combination thereof.

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

         (d) "Business Combination" shall mean any business combination between
the Company or a Subsidiary and any entity other than the Company or Subsidiary
that does not constitute in change in control but which the Company intends to
reflect as a pooling of interests for accounting purposes.

         (e) "Change in Control" shall be deemed to have occurred if:

               (i) any Person (as defined in this Section 2(e) is or becomes the
          Beneficial Owner (as defined in this Section 2(e) of securities of the
          Company representing 20% or more of the combined voting power of the
          Company's then outstanding securities (unless (A) such Person is the
          Beneficial Owner of 20% or more of such securities as of April 26,
          1995 or (B) the event causing the 20% threshold to be crossed is an
          acquisition of securities directly from the Company);

               (ii) during any period of two consecutive years beginning after
          April 26, 1995, individuals who at the beginning of such period
          constitute the Board and any new director (other than a director
          designated by a person who has entered into an agreement with the
          Company to effect a transaction described in clause (i) (iii) or (iv)
          of this Change in Control definition) whose election or nomination for
          election was approved by a vote of at least two-thirds of the
          directors then still in office who either were directors at the
          beginning of the period or whose election or nomination for election
          was previously so approved cease for any reason to constitute a
          majority of the Board;

               (iii) the shareholders of the Company approve a merger or
          consolidation of the Company with any other corporation (other than a
          merger or consolidation which would result in the voting securities of
          the Company outstanding immediately prior thereto continuing to
          represent (either by remaining outstanding or by being converted into
          voting securities of the entity surviving such merger or
          consolidation), in combination with voting securities of the Company
          or such surviving entity held by a trustee or other fiduciary pursuant
          to any employee benefit plan of the Company or such surviving entity
          or of any Subsidiary of the Company or such surviving entity, at least
          80% of the combined voting power of the securities of the Company or
          such surviving entity outstanding immediately after such merger or
          consolidation); or

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               (iv) the shareholders of the Company approve a plan of complete
          liquidation or dissolution of the Company or an agreement for the sale
          or disposition by the Company of all or substantially all of the
          Company's assets.

         For purposes of the definition of Change in Control, "Person" shall
have the meaning ascribed to such term in Section 3 (a) (9) of the Exchange Act
as supplemented by Section 13(d)(3) of the Exchange Act; provided, however, that
Person shall not include (i) the Company, any Subsidiary or any other Person
controlled by the Company, (ii) any trustee or other fiduciary holding
securities under any employee benefit plan of the Company or of any Subsidiary,
or (iii) a corporation owned, directly or indirectly, by the shareholders of the
Company in substantially the same proportions as their ownership of securities
of the Company.

         For purposes of the definition of Change of Control, a Person shall be
deemed the "Beneficial Owner" of any securities which such Person, directly or
indirectly, has the right to vote or dispose of or has "beneficial ownership"
(within the meaning of Rule 13d-3 under the Exchange Act) of, including pursuant
to any agreement, arrangement or understanding (whether or not in writing) ;
provided, however, that: (i) a Person shall not be deemed the Beneficial Owner
of any security as a result of an agreement, arrangement or understanding to
vote such security (x) arising solely from a revocable proxy or consent given in
response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the Exchange Act and the applicable rules and regulations
thereunder or (y) made in connection with, or to otherwise participate in, a
proxy or consent solicitation made, or to be made, pursuant to, and in
accordance with, the applicable provisions of the Exchange Act and the
applicable rules and regulations thereunder; in either case described in clause
(x) or clause (y) above, whether or not such agreement, arrangement or
understanding is also then reportable by such Person on Schedule 13D under the
Exchange Act (or any comparable or successor report); and (ii) a Person engaged
in business as an underwriter of securities shall not be deemed to be the
Beneficial Owner of any securities acquired through such Person's participation
in good faith in a firm commitment underwriting until the expiration of forty
days after the date of such acquisition.

         (f) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, or any successor thereto.

         (g) "Committee" shall mean the Compensation Committee of the Board, or
any other committee the Board may subsequently appoint to administer the Plan.
The Committee shall be composed of not less than three directors, each of whom
is a Disinterested Person.

         (h) "Disabled" or "Disability" shall have the meaning assigned thereto
in Section 22(e)(3) of the Code.

         (i) "Disinterested Person" shall mean any person who is not and has not
within the prior one year been eligible for selection as a person to whom Stock
may be allocated or to whom Stock Options or Stock Appreciation Rights may be
granted pursuant to this Plan or any other plan of the Company or any of its
affiliates entitling the participants therein to acquire Stock, Stock Options,
or stock appreciation rights of the Company or any of its affiliates. For
purposes of this definition, the terms contained herein shall have the same
meaning as they have in Rule 16b-3 (d) (3) promulgated under the Securities
Exchange Act of 1934.

         (j) "Eligible Employee, shall mean an employee of the Company, its
Parent, if any, or any Subsidiary described in Section 5 of the Plan.

         (k) "Exercise Price" shall have the meaning set forth in Section 6 (c)
of the Plan.

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         (l) "Fair Market Value" shall mean, as of any given date, with respect
to any Awards granted hereunder, the mean of the high and low trading price of
the stock on such date as reported on the National Association of Securities
Dealers Automated Quotation System or, if the stock is admitted to trade on a
national securities exchange, on such exchange; provided, however, that if any
such quotation system or exchange is closed on any day on which Fair Market
Value is to be determined, Fair Market Value shall be determined as of the first
day immediately preceding such day on which such exchange or quotation system
was open for trading.

         (m) "Incentive Stock Option" shall mean any Stock Option intended to
qualify as an "incentive stock option" within the meaning of Section 422 of the
Code.

         (n) "Insider" shall mean any individual who is subject to Section 16
(b) of the Securities Exchange Act of 1934, as amended.

         (o) "Nonemployee Director" shall mean any person who is not an employee
of the Company or any Subsidiary or affiliate (as such term is defined in Rule
405 of the Securities Act of 1933, as amended) of the Company and who on or
after April 26, 1995 serves as a member of the Board.

         (p) "Nonqualified Stock Option" means any stock option granted under
the Plan that is not designated as an Incentive Stock Option.

         (q) "Parent" shall have the meaning assigned thereto in Section 424 of
the Code and the regulations promulgated thereunder.

         (r) "Rule 16b-3" shall mean Rule 16b-3, as promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, or any successor regulation.

         (s) "Stock" shall mean the common stock, no par value, of the Company.

         (t) "Stock Appreciation Right" shall mean the right pursuant to an
Award granted under Section 7 of the Plan, (i) in the case of a Related Stock
Appreciation Right (as defined in Section 7 of the Plan), to surrender to the
Company all or a portion of the related Stock Option and receive an amount equal
to the excess of the Fair Market Value of one share of Stock as of the date such
Stock Option or portion thereof is surrendered over the Exercise Price per share
specified in such Stock Option, multiplied by the number of shares of Stock in
respect of which such Stock Option is being surrendered, and (ii) in the case of
a Freestanding Stock Appreciation Right (as defined in Section 7 of the Plan),
to exercise such Freestanding Stock Appreciation Right and receive an amount
equal to the excess of the Fair Market Value of one share of Stock as of the
date of exercise over the price per share specified in such Freestanding Stock
Appreciation Right, multiplied by the number of shares of Stock in respect of
which such Freestanding Stock Appreciation Right is being exercised.

         (u) "Stock Option" shall mean any option to purchase shares of Stock
granted pursuant to Section 6 of the Plan.

         (v) "Stock Ownership," whenever necessary to determine a person's stock
ownership in the Company, its Parent or any Subsidiary, shall include stock
actually owned and stock indirectly owned by application of the rules of
attribution contained in Section 424(d) of the Code.

         (w) "Subsidiary" shall have the meaning assigned thereto in Section 424
of the Code and the regulations promulgated thereunder. A "Subsidiary" shall
include any entity which becomes a Subsidiary after the date of adoption of this
Plan.

         (x) "Surrendered Shares" shall mean the shares of Stock described in
 Section 7 of the Plan which (in lieu of being purchased) are surrendered for
 cash or Stock, or for a combination of cash and Stock, in accordance with
 Section 7.

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         3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Committee.

         The Company, by action of the Committee, and subject to other
provisions and limitations of this Plan, may from time to time grant Awards to
such Eligible Employees as the Committee may in its sole discretion determine,
for such number of shares of the Company's Stock and on such terms and
conditions as the Committee may determine in its sole discretion.

         The Committee may make, publish, amend, and rescind such rules and
practices as it may in its sole discretion deem necessary or helpful to the
administration of the Plan and the issuance and exercise of Awards granted
pursuant to the Plan.

         All decisions made by the Committee pursuant to the provisions of the
Plan and as to the terms and conditions of any Award (and any agreements
relating thereto) shall be final and binding on all persons.

         4. AVAILABLE SHARES. Subject to the provisions of Section II of this
Plan, the aggregate maximum number of shares of Stock reserved and available for
issuance under this Plan shall be seven hundred twenty thousand (720,000). All
such shares shall be reserved to the extent the Company deems appropriate from
authorized but unissued shares of Stock and from shares of Stock which have been
reacquired by the Company. Any shares of Stock subject to a Stock Option which
remain unissued after the cancellation, expiration or exchange of such Stock
Option shall again become available for use under the Plan, but any Surrendered
Shares which remain unissued after the surrender of a Stock Option under Section
7 of the Plan and any shares of Stock used to satisfy a withholding obligation
under Section 6(g) of the Plan shall not again become available for use under
the Plan.

         5. EMPLOYEES ELIGIBLE TO PARTICIPATE IN THE PLAN. An Eligible Employee
shall mean a salaried employee of the Company, its Parent, if any, or its
Subsidiaries who is designated by the Committee, in its sole discretion, as
eligible to receive Awards pursuant to this Plan.

         6. STOCK OPTIONS.

         (a) FORM. The Stock Options granted pursuant to this Plan shall be in
such form as the Committee may from time to time approve. Each grant of a Stock
Option pursuant to this Plan shall be made in writing upon such terms and
conditions as may be determined by the Committee at the time of grant, subject
to the terms, conditions, and limitations set forth in this Plan. The grant of
an option shall be evidenced by a written agreement executed by the Secretary of
the Company and the Eligible Employee.

         (b) NATURE OF OPTIONS. The Committee shall have the right to grant any
Eligible Employee either Incentive Stock Options or Nonqualified Stock Options,
or both, and shall have the right to grant new Stock Options in exchange for
outstanding Stock Options which have a higher or lower Exercise Price. Whether
an option is to be an Incentive Stock Option or a Nonqualified Stock Option
shall be determined by the Committee in its sole discretion. Each option that
the Committee intends to constitute an Incentive Stock Option shall be
specifically designated as such and each option that is not intended to
constitute an Incentive Stock Option shall specifically state "This option is
not an incentive stock option." If any option is issued without a specific
designation, it shall be deemed to constitute a Nonqualified Stock Option. The
Committee may, however, specifically provide that a Stock Option shall
constitute an Incentive Stock Option to the extent of its exercise as to any
particular number of shares and a Nonqualified Stock Option to the extent of the
remainder of the shares, provided the Committee specifically provides that the
Stock Option shall be deemed an Incentive Stock Option to the extent of the
first shares exercised up to the number of shares as to which the option is
intended to constitute an Incentive Stock Option, and that the option shall be
considered a Nonqualified Stock Option as to the remainder of the shares as to
which it is exercised.

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         (c) EXERCISE PRICE. The Stock Options granted pursuant to this Plan
shall provide a specified price at which the shares subject to the Stock Option
may be purchased (hereinafter called the "Exercise Price") . If any Stock Option
issued pursuant to this Plan is designated as an Incentive Stock Option, the
Exercise Price for each share of Stock subject to the Incentive Stock Option
shall, except as hereinafter provided, be an amount at least equal to the Fair
Market Value of one share of Stock of the Company as of the date of grant of the
Incentive Stock Option. Notwithstanding the above, in the event that on the date
of grant of the Incentive Stock Option, an Eligible Employee owns stock (taking
into account all classes of stock which are then outstanding) in the Company
which possesses more than 10% of the total combined voting power of all classes
of stock of the Company or owns stock of a Parent or a Subsidiary of the Company
which possesses more than 10% of the total combined voting power of all classes
of stock of the Company's Parent or its Subsidiary, the Exercise Price for each
share of Stock subject to the Incentive Stock Option (to the extent required by
the Code at the time of grant) shall be an amount equal to at least 110% of the
Fair Market Value of one share of Stock of the Company as determined as of the
date of grant of the Incentive Stock Option. (For purposes of this paragraph,
the rules of attribution contained in Section 424 (d) of the Code (relating to
the attribution of Stock ownership) shall be applied to determine Stock
Ownership.)

         (d) EXERCISE PERIOD. Each Stock Option by its terms shall provide the
period during which it is exercisable, provided, however, no Stock Option shall
be exercisable until the expiration of at least six months from the date the
Stock Option is granted. Each Stock Option granted under this Plan shall provide
an expiration date which date shall be set by the Committee but in no event
shall the expiration date of any Stock Option that is designated an Incentive
Stock Option be a date later than ten years from the date of grant of the
Incentive Stock Option or, if the grantee of the Incentive Stock Option, at the
time of grant, owns stock (taking into account all classes of stock then
outstanding) possessing more than 10% of the total combined voting power of all
classes of stock of the Company, its Parent, or any Subsidiary, the expiration
date of each such Incentive Stock Option (to the extent required by the Code at
the time of grant) shall not be more than five years from the date of grant.
(For purposes of this paragraph, the rules of attribution contained in Section
424(d) of the Code (relating to the attribution of Stock ownership) shall be
applied to determine Stock Ownership.) Each Incentive Stock Option issued under
this Plan shall provide for expiration within three months after the termination
of the Eligible Employee's employment with the Company due to retirement. Each
Incentive Stock Option issued pursuant to this Plan may provide that it shall be
exercisable within twelve months after termination of employment if the Eligible
Employee is Disabled. Further, each Incentive Stock Option issued pursuant to
this Plan may provide that in the case of termination of employment by reason of
the Eligible Employee's death, the Incentive Stock Option may be exercised by
the Eligible Employee's estate or other person who receives the Stock Option by
bequest or the laws of descent and distribution for a period of twelve months
after the Eligible Employee's death. In no event shall the exercise period be
extended beyond the time which the Eligible Employee would have been required to
exercise the Incentive Stock Option had he not terminated employment, become
disabled or died. The Committee shall, except as specifically restricted herein,
in its own discretion, determine the term of Nonqualified Stock Options that are
issued pursuant to this Plan and the circumstances in which such Nonqualified
Stock Options shall be exercisable beyond the termination of employment,
disability or death of the Eligible Employee; provided, that if the Nonqualified
Stock Option does not specifically state when it may be exercised after the
termination of the grantee's employment, death or disability, the Stock Option
shall be governed by the provisions stated above for Incentive Stock Options.
Except as otherwise provided in this Section 6 or Section 16 of the Plan, or as
determined by the Committee in its sole discretion, if an Eligible Employee's
employment with the Company, any Subsidiary or any Parent terminates (including
termination for cause, voluntary resignation or other termination under mutually
agreeable circumstances), all Stock Options held by the Eligible Employee will
terminate immediately upon the effective date and time of the Eligible
Employee's termination of employment.

         (e) TRANSFERABILITY OF OPTIONS. Each Stock Option granted under this
Plan shall provide that such option shall be exercisable during the grantee's
lifetime only by the grantee and that such option shall not be transferable by
the grantee other than by will or the laws of descent and distribution. Stock
Options granted pursuant to this Plan may, but need not, provide for exercise by
the grantee's estate or other person who obtains the right to exercise the
option by bequest or pursuant to the laws of descent and distribution.

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         (f) METHOD OF EXERCISE. Stock Options may be exercised by giving
written notice of exercise delivered in person or by mail at the Company's
principal executive office, specifying the number of shares of Stock with
respect to which the Stock Option is being exercised, accompanied by payment in
full of the Exercise Price. Each Stock Option shall provide that payment of the
Exercise Price may be made either in cash, by check acceptable to the Committee
or, at the discretion of the Committee, in a number of shares of Stock of the
Company having an aggregate Fair Market Value equal to the Exercise Price, or by
a combination of the foregoing forms of consideration. The Committee may also
(in its discretion) allow an Eligible Employee to pay such Exercise Price (in
whole or in part) by electing that the Company withhold shares of Stock (that
otherwise would be transferred to such Eligible Employee as a result of the
exercise of such Stock Option) to the extent necessary to pay such Exercise
Price. Any payment made in Stock shall be treated as equal to the Fair Market
Value of such Stock on the date that a properly endorsed certificate for such
Stock is delivered to the Committee or the date that Stock is treated by the
Committee as withheld from the exercise of the Stock Option. Each Stock Option
shall provide that the Exercise Price shall be payable upon or before the
issuance of the Stock of the Company to be received pursuant to the exercise of
the Stock Option.

         (g) STATEMENT AS TO WITHHOLDING OF FEDERAL INCOME OR OTHER TAXES. The
exercise or surrender of any Stock Option granted under the Plan or the exercise
of a Freestanding Stock Appreciation Right shall constitute an Eligible
Employee's full and complete consent to whatever action the Committee deems
necessary to satisfy the federal and state tax withholding requirements, if any,
which the committee in its discretion deems applicable to such exercise or
surrender. The Committee shall also have the right to provide in an option
agreement that an Eligible Employee may elect to satisfy federal and state tax
withholding requirements through a reduction in the number of shares of Stock
actually transferred to him or her under the Plan, and if the Eligible Employee
is an Insider, any such election and any such reduction shall be effected so as
to satisfy the conditions to the exemption under Rule 16b-3.

         (h) ADDITIONAL INCENTIVE STOCK OPTION LIMITATION. No Stock Option that
is designated an Incentive Stock Option shall be issued pursuant to terms under
which the right to exercise the Incentive Stock Option is affected by the
exercise of another Stock Option or the right to exercise another Stock Option
is affected by exercise of the Incentive Stock Option.

         (i) ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent that the
aggregate Fair Market Value of Stock (determined as of the date an Incentive
Stock Option is granted) with respect to which Incentive Stock Options first
become exercisable in any calendar year exceeds $100,000, such Stock Options
shall be treated as Nonqualified Stock Options. The Fair Market Value of Stock
subject to any other option (determined as of the date such option is granted)
which (1) satisfies the requirements of Section 422 of the Code and (2) is
granted to an Eligible Employee under a plan maintained by the Company, a
Subsidiary or a Parent shall be treated (for purposes of this $100,000
limitation) as if granted under the Plan. The Committee shall interpret and
administer the limitations set forth in this Section 6(i) in accordance with
Section 422(d) of the Code.

         7.       STOCK APPRECIATION RIGHTS.

         (a) GRANT AND EXERCISE. Stock Appreciation Rights may be granted either
in conjunction with all or part of any Stock Option granted under the Plan
("Related Stock Appreciation Rights") or alone ("Freestanding Stock Appreciation
Rights") and, in either case, in addition to other Awards granted under the
Plan. Eligible Employees shall enter into a Stock Appreciation Rights agreement
with the Company if requested by the Committee, in such form as the Committee
shall determine.

               (i) TIME OF GRANT. Related Stock Appreciation Rights related to a
          Nonqualified Stock Option may be granted either at or after the time
          of the grant of such Nonqualified Stock Option. Related Stock
          Appreciation Rights related to an Incentive Stock Option may be
          granted only at the time of the grant of such Incentive Stock Option.
          Freestanding Stock Appreciation Rights may be granted at any time.

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               (ii) EXERCISABILITY. Related Stock Appreciation Rights shall be
          exercisable only at such time or times and only to the extent that the
          Stock Options to which they relate shall be exercisable in accordance
          with their terms and Freestanding Stock Appreciation Rights shall be
          exercisable from time to time in accordance with such terms and
          conditions as shall be determined by the Committee in its sole
          discretion at or after the time of grant; provided, however, that any
          Stock Appreciation Right granted to an Insider shall not be
          exercisable during the first six months from the date of grant of such
          Stock Appreciation Right, except that this additional limitation shall
          not apply in the event of death or Disability of the Insider prior to
          the expiration of the six-month period. A Related Stock Appreciation
          Right granted in connection with an Incentive Stock Option may be
          exercised only if and when the Fair Market Value of the Stock subject
          to the Incentive Stock Option exceeds the Exercise Price of such Stock
          Option.

               (iii) METHOD OF EXERCISE. Stock Appreciation Rights shall be
          exercised by an Eligible Employee by giving written notice of exercise
          delivered in person or by mail as required by the terms of any
          agreement evidencing the Stock Appreciation Right at the Company's
          principal executive office, specifying the number of shares of Stock
          in respect of which the Stock Appreciation Right is being exercised.
          If requested by the Committee, the Eligible Employee shall deliver to
          the Company the agreement evidencing the Stock Appreciation Right
          being exercised and, in the case of a Related Stock Appreciation
          Right, the Stock Option agreement evidencing any related Stock Option,
          for notation thereon of such exercise and return thereafter of such
          agreements to the Eligible Employee.

                     (iv) AMOUNT PAYABLE. Upon the exercise of a Related Stock
           Appreciation Right, an Eligible Employee shall be entitled to receive
           an amount in cash or shares of Stock equal in value to the excess of
           the Fair Market Value of one share of Stock on the date of exercise
           over the Exercise Price per share specified in the related Stock
           Option, multiplied by the number of shares of Stock in respect of
           which the Related Stock Appreciation Right shall have been exercised,
           with the Committee having in its sole discretion the right to
           determine the form of payment.

          Upon the exercise of a Freestanding Stock Appreciation Right, an
          Eligible Employee shall be entitled to receive an amount in cash or
          shares of Stock equal in value to the excess of the Fair Market Value
          of one share of Stock on the date of exercise over the price per share
          specified in the Freestanding Stock Appreciation Right, which shall be
          not less than 100% of the Fair Market Value of the Stock on the date
          of grant, multiplied by the number of shares of Stock in respect of
          which the Freestanding Stock Appreciation Right shall have been
          exercised, with the Committee having in its sole discretion the right
          to determine the form of payment.

         (b) TERMS AND CONDITIONS. Stock Appreciation Rights granted under the
Plan shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Committee shall deem desirable.

               (i) TERM OF STOCK APPRECIATION RIGHTS. The term of a Related
          Stock Appreciation Right shall be the same as the term of the related
          Stock Option. A Related Stock Appreciation Right or applicable portion
          thereof shall terminate and no longer be exercisable upon the
          exercise, termination, cancellation or surrender of the related Stock
          Option, except that, unless otherwise provided by the Committee in its
          sole discretion at or after the time of grant, a Related Stock
          Appreciation Right granted with respect to less than the full number
          of shares of Stock covered by a related Stock Option shall terminate
          and no longer be exercisable if and to the extent that the number of
          shares of Stock covered by the exercise, termination, cancellation or
          surrender of the related Stock Option exceeds the number of shares of
          stock not covered by the Related Stock Appreciation Right.

          The term of each Freestanding Stock Appreciation Right shall be fixed
          by the Committee, but no Freestanding Stock Appreciation Right shall
          be exercisable more than ten years after the date such right is
          granted.

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               (ii) TRANSFERABILITY OF STOCK APPRECIATION RIGHTS. Stock
          Appreciation Rights shall be transferable only when and to the extent
          that a Stock Option would be transferable under Section 6(e) of the
          Plan.

               (iii) TERMINATION OF EMPLOYMENT. In the event of the termination
          of employment of an Eligible Employee holding a Related Stock
          Appreciation Right, such right shall be exercisable to the same extent
          that the related Stock Option is exercisable after such termination.

         In the event of the termination of employment of the holder of a
         Freestanding Stock Appreciation Right, such right shall be exercisable
         to the same extent that a Stock Option with the same terms and
         conditions as such Freestanding Stock Appreciation Right would have
         been exercisable in the event of the termination of employment of the
         holder of such Stock Option.

         8. GRANT OF OPTIONS TO NONEMPLOYEE DIRECTORS. Each Nonemployee Director
who is serving as such on April 26, 1995, shall as of such date automatically
(without any action by the Committee) be granted a Nonqualified Stock Option to
purchase one thousand (1,000) shares of Stock for an Exercise Price equal to
100%; of the Fair Market Value of the Stock on such date. Each Nonemployee
Director who is first elected to serve as such after April 26, 1995 at any
annual or special meeting of shareholders of the Company shall as of the date of
such election automatically (without any action by the Committee) be granted a
Nonqualified Stock Option to purchase one thousand (1,000) shares of Stock for
an Exercise Price equal to 100% of the Fair Market Value of the Stock on such
date. Subject to Section 16 of the Plan, a Nonemployee Director must serve
continuously as a Nonemployee Director of the Company for a period of twelve
consecutive months after the date such Stock Option is granted before he or she
can exercise any part of such Stock Option. Thereafter, on and after the first
anniversary of the date of granting the Stock Option and before the second
anniversary, the Nonemployee Director may exercise the Stock Option with respect
to not more than 20% of the number of shares of Stock covered thereby; on and
after the second anniversary and before the third anniversary, the Nonemployee
Director may exercise the Stock Option with respect to not more than 40% of the
number of shares of Stock covered thereby; on and after the third anniversary
and before the fourth anniversary, the Nonemployee Director may exercise the
Stock Option with respect to not more than 60% of the number of shares of Stock
covered thereby; on and after the fourth anniversary and before the fifth
anniversary, the Nonemployee Director may exercise the Stock Option with respect
to not more than 80% of the number of shares of Stock covered thereby; and on
and after the fifth anniversary and before the expiration of the stated term of
the Stock Option, which shall be ten years from the date of its granting, the
Nonemployee Director may at any time or from time to time exercise the Stock
Option with respect to all or any portion of the shares of Stock covered
thereby. If a Nonemployee Director's service with the Company terminates by
reason of permanent or total disability, death or retirement or resignation from
active service as a director of the Company, any Stock Option held by such
Nonemployee Director may be exercised for a period of twelve months from the
date of such termination or until the expiration of the Stock Option, whichever
is shorter, to the extent to which the individual would on the date of exercise
have been entitled to exercise the Stock Option if such individual had continued
to serve as a Nonemployee Director; provided, however, if a Nonemployee
Director's service with the Company terminates by reason of his or her
attainment of the Company's mandatory retirement age for directors, all
outstanding Stock Options granted under the Plan shall become fully vested and
immediately exercisable. All applicable provisions of the Plan not inconsistent
with this Section 8 shall apply to Nonqualified Stock Options granted to
Nonemployee Directors; provided, however, that the Committee may not exercise
discretion under any provision of the Plan with respect to Stock Options granted
under this Section 8 to the extent that such discretion is inconsistent with
Rule 16b-3. The maximum number of shares of Stock as to which Stock Options may
be granted to any Nonemployee Director under the Plan, as in effect through
April 25, 2005, shall be one thousand (1,000) shares of Stock. A grant of a
Nonqualified Stock Option to a Nonemployee Director under this Section 8 is
intended to allow such Nonemployee Director to be a Disinterested Person and all
Nonqualified Stock Options granted to Nonemployee Directors as well as this
Section 8 shall be construed to effect such intent.

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<PAGE>

         9. TERMINATION OF EMPLOYMENT. The employment of an Eligible Employee by
the Company shall not be deemed to have terminated for purposes of this Plan if
the Eligible Employee is transferred to and becomes an employee of a Subsidiary
or Parent of the Company. Further, the Eligible Employee's employment by the
Company shall not be considered terminated if he becomes an employee of another
corporation (the "Other Company") which assumes the Stock Options issued
pursuant to this Plan or issues its own stock option in substitution of an
option issued under this Plan in a transaction to which Section 424(a) of the
Code applies, provided he becomes an employee of the other Company, its
Subsidiary or its Parent at the time of the transaction. Absence on leave,
whether paid or unpaid, approved by the management of the Company shall not
constitute the termination of employment for any purpose of this Plan, provided
the leave does not exceed ninety (90) days. To the extent required under Section
421 of the Code for favorable tax treatment for Incentive Stock Options, if the
period of leave of absence exceeds ninety (90) days, the leave of absence shall
be considered a termination of employment unless the Eligible Employee's right
to return is guaranteed by statute or contract. If the Eligible Employee's right
to return is not so guaranteed, the Eligible Employee shall be considered to
have terminated his employment, for purposes of this Plan, as of the end of the
ninetieth (90th) day of such absence. The immediately preceding two sentences
shall apply solely for tax treatment purposes and not for any other purpose
under the Plan.

         10. REQUIREMENTS OF LAW. If any law, any regulation of the Securities
and Exchange Commission, or any regulation of any other commission or agency
having jurisdiction shall require the Company or the exercising optionee to take
any action with respect to the shares of Stock to be acquired upon exercise of a
Stock Option, then the date upon which the Company shall deliver or cause to be
delivered the certificate or certificates for the shares of Stock shall be
postponed until full compliance has been made with all such requirements of law
or regulations. Further, if the Company shall so require at or before the time
of the delivery of the shares with respect to which the exercise of a Stock
Option has been made, the exercising optionee shall deliver to the Company his
written statement that he intends to hold the shares so acquired by him on
exercise of the Stock Option for investment only and not with a view to resale
or other distribution thereof to the public. Further, in the event the Company
shall have determined that in compliance with the Securities Act of 1933 or
other applicable statute or regulation, it is necessary to register any of the
shares of Stock with respect to which the exercise of a Stock Option has been
made or qualify such shares for exemption from any requirements of the
Securities Act of 1933 or other applicable statutes or regulations, then the
Company shall take such action at its own expense, but not until such action has
been completed shall the shares subject to the Stock Option be delivered to the
exercising optionee. Further, in the event at the time of exercise of the Stock
Option shares of Stock of the Company shall be listed on any stock exchange,
then if required to do so, the Company shall register the shares with respect to
which exercise is so made in accordance with the provisions of the Securities
Act of 1933 or any other applicable law or regulations, and the Company shall
make prompt application for the listing of option shares on such stock exchange,
again at the expense of the Company.

         11. ADJUSTMENT. The number, kind or class (or any combination thereof)
of shares of stock reserved under Section 4 of the Plan, the number, kind or
class (or any combination thereof) of shares of Stock subject to Awards granted
under the Plan, the Exercise Price of any outstanding Stock Options and the
price per share specified in a Freestanding Stock Appreciation Right shall be
adjusted by the Board in an equitable manner to reflect any change in the
capitalization of the Company, including, but not limited to, such changes as
stock dividends or stock splits. Furthermore, the Board shall have the right to
adjust (in a manner which satisfies the requirements of Section 424 (a) of the
Code) the number, kind or class (or any combination thereof) of shares of Stock
reserved under Section 4 of the Plan, the number, kind or class (or any
combination thereof) of shares of Stock subject to Awards granted under the
Plan, the Exercise Price of any outstanding Stock Options and the price per
share specified in a Freestanding Stock Appreciation Right in the event of any
corporate transaction described in Section 424(a) of the Code which provides for
the substitution or assumption of such Awards in order to take into account on
an equitable basis the effect of such transaction. If any adjustment under this
Section 11 would create a fractional share of Stock or a right to acquire a
fractional share of Stock, such fractional share shall be disregarded and the
number of shares of Stock reserved under the Plan and the number subject to any
Awards granted under the

                                       9
<PAGE>

Plan shall be the next lower number of shares of Stock, rounding all fractions
downward. An adjustment made under this Section 11 by the Board shall be
conclusive and binding on all affected persons and, further, shall not
constitute an increase in "the number of shares reserved under Section 41,
within the meaning of Section 12 of the Plan.

         12. AMENDMENT OR DISCONTINUANCE OF THE PLAN. The Plan may be amended by
the Board from time to time to the extent that the Board deems necessary or
appropriate; provided, however,

               (1)  no such amendment shall be made absent the approval of the
                    shareholders of the Company required under Section 422 of
                    the Code (a) to increase the number of shares of Stock
                    reserved for issuance under Section 4, or (b) to change the
                    class of employees eligible to receive Awards under Section
                    5,

               (2)  to the extent shareholder approval is required in order for
                    the exemption set forth in Rule l6b-3 to be available in
                    respect of Awards granted pursuant to the Plan, the Board
                    shall not amend the Plan absent the approval of the
                    shareholders of the Company in accordance with Rule 16b-3,
                    (a) to increase materially (within the meaning of Rule
                    16b-3) the benefits accruing to any insider under the Plan,
                    (b) to increase materially (within the meaning of Rule
                    16b-3) the number of securities which may be issued under
                    the Plan to Insiders, or (c) otherwise modify materially
                    (within the meaning of Rule 16b-3) the requirements as to
                    eligibility by Insiders for participation in the Plan,

               (3)  no amendment shall be made to change the terms and
                    conditions of a Stock Option which can be granted to a
                    Nonemployee Director absent the approval of the shareholders
                    of the Company, and

               (4)  no provision of the Plan (including Section 8) shall be
                    amended more than once every six months if amending such
                    provision would result in the loss of an exemption under
                    Rule 16b-3.

Any amendment which specifically applies to Nonqualified Stock Options or Stock
Appreciation Rights shall not require shareholder approval unless such approval
is necessary to comply with Section 16 of the Securities Exchange Act of 1934,
as amended, or Section 15 of the Plan. The Board also may suspend the granting
of Awards under the Plan at any time and may terminate the Plan at any time;
provided, however, the Board shall not have the right unilaterally to modify,
amend or cancel any Award granted before such suspension or termination or
otherwise impair any outstanding Award granted under the Plan unless (1) the
Eligible Employee or Nonemployee Director consents in writing to such
modification, amendment or cancellation or (2) there is a dissolution or
liquidation of the Company or a transaction described in Section 11, Section 14
or Section 16 of the Plan. The Board may also vest the administration of the
Plan in persons other than the Committee provided one member of any body that is
vested with the power to administer the Plan shall be a member of the Board and
all members of such body shall be Disinterested Persons. In the event that the
authority to administer the Plan is vested in any body other than the Committee,
the references herein to the Committee shall be considered to be references to
that body.

         13. COMPANY'S RIGHT TO TERMINATE EMPLOYEES NOT IMPAIRED.
Notwithstanding the provisions of this Plan or the provisions of Awards
granted pursuant to this, Plan, the right of the company (or its Parent or
any Subsidiary) to terminate any employee shall not be in any manner affected
or impaired by the adoption of this Plan or by the grant of Awards pursuant
to the Plan.

         14. LIQUIDATION OF THE COMPANY. In the event of the complete
liquidation or dissolution of the Company, any Awards granted pursuant to the
Plan remaining unexercised shall be deemed cancelled, without, regard to or
limitation by any other provisions of the Plan.

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<PAGE>

         I5. SHAREHOLDER APPROVAL. The Plan shall be submitted to a meeting of
the shareholders of the Company, either at the regular annual meeting thereof or
at a special meeting called for the purpose of the consideration of the Plan,
and the Plan shall not become effective unless its adoption is approved by the
shareholders of the Company within twelve (12) months of its adoption by the
Board. Upon approval by the shareholders, this Plan shall take effect without
further action by the Company, provided such approval is obtained, within twelve
(12) months of the adoption of this Plan by the Board. Any Awards granted under
the Plan prior to the Plan's approval by the shareholders of the Company shall
be granted subject to such approval, and, absent timely approval of the Plan by
such shareholders, such Awards shall be null and void.

         16.      CHANGE IN CONTROL.

         (a) Change in Control. If there is a Change in Control and as a result
of the transactions contemplated by the Change in Control, a successor will
acquire all or a substantial portion of the assets or outstanding capital stock
of the Company, then the kind of shares of Common Stock which shall be subject
to the Plan and to each outstanding Stock Option shall automatically be
converted into and replaced by shares of Common Stock, or such other class of
equity securities having rights and preferences no less favorable than Common
Stock of the successor and the number of shares subject to the Stock Options and
the purchase price per share upon exercise of the Stock Options shall be
correspondingly adjusted, so that, by virtue of such Change in Control of the
Company, each optionee shall have the right to purchase (i) that number of
shares of the successor which, as of the date of the Change in Control, have a
fair market value equal to the fair market value of the shares of the Company
theretofore subject to an option, (ii) for a purchase price per share which,
when multiplied by the number of shares of the successor subject to the Stock
Option, shall equal the aggregate exercise price at which the optionee could
have acquired shares of the Company under such Stock Option.

         (b) Acceleration. Notwithstanding the provisions of Section 6(d), if
there is a Change in Control, then the right to exercise all Stock Options shall
be accelerated (i) immediately upon the Change in Control if it occurs more than
two years following the adoption of the Plan by the stockholders of the Company;
(ii) immediately upon the Change in Control if the transaction in which it
occurs is not intended to be reflected as a pooling of interests for accounting
purposes; or (iii) if the Change in Control occurs within two years following
approval of the 1999 Amendments to this Plan by stockholders of the Company and
the transaction with respect to which the Change in Control occurs is intended
to be reflected as a pooling of interests for accounting purposes, on earlier to
occur of (x) the date which is three months after the occurrence of the Change
in Control or (y) the date of consummation of such transaction, unless prior to
that date the Board of Directors finds that the acceleration of the right to
exercise Stock Options would prevent the transaction being reflected as a
pooling of interests for accounting purposes. If the Company or a Subsidiary
engages in a Business Combination within two years following approval of the
1999 Amendments to this Plan by stockholders of the Company, and if the Board of
Directors finds that a future acceleration of the right to exercise Stock
Options upon the occurrence of a Change in Control would prevent the Business
Combination being reflected as a pooling of interests for accounting purposes,
the Board of Directors may, at any time prior to a Change in Control, revoke the
provisions of this Section 16(b) regarding acceleration of the right to exercise
with respect to any Stock Options granted prior the earlier of (i) the date of
the finding by the Board of Directors, or (ii) two years following the approval
of the 1999 Amendments to this Plan by stockholders of the Company.

         17. QUALIFICATION OF OPTIONS ISSUED UNDER THE PLAN AS INCENTIVE STOCK
OPTIONS. It is the intention of the Company that those Stock Options that are
issued pursuant to the Plan that are designated as Incentive Stock Options shall
constitute "incentive stock options" within the meaning of Section 422 of the
Code. However, in the event that any Stock Option so designated does not
constitute an "incentive stock option" within the meaning of Section 422 of the
Code for any reason whatsoever, none of the Company, a Parent or Subsidiary or
their shareholders, directors, officers or employees, shall be liable to any
person for such failure to constitute an "incentive stock option." If the
characterization of any Stock Option as an "incentive stock option" within the
meaning of Section 422 of the Code is challenged by the Internal Revenue
Service, the Company may, but shall not

                                       11
<PAGE>

be required to, pay the reasonable legal and accounting expenses incurred in an
attempt to establish the characterization of the Stock Options issued under the
Plan as "incentive stock options" within the meaning of Section 422 of the Code.
In all events, however, the Company shall make available to any Eligible
Employee such factual information which is reasonably necessary to establish the
characterization of the Stock Options for federal income tax purposes.

         It is intended that any Stock Option granted under the Plan that is not
specifically designated as an Incentive Stock Option shall not constitute an
Incentive Stock Option.

         18. EFFECTIVE DATE OF THE PLAN. The Plan shall be effective on the date
it is approved by the shareholders of the Company.

         19. TERM OF THE PLAN. No Stock Option may be issued pursuant to the
Plan on or after the earlier of (i) its termination by action of the Board; (ii)
ten years from the earlier of the date of adoption of this Plan by the Board or
its approval by the shareholders of the Company; or (iii) the date on which all
of the Stock reserved under Section 4 of the Plan has (as a result of the
surrender or exercise of Stock Options granted under the Plan) been issued or is
no longer available for use under the Plan.

         20. SHAREHOLDER RIGHTS. No Eligible Employee or Nonemployee Director
shall have any rights as a shareholder of the Company as a result of the grant
of an Award under the Plan or his or her exercise or surrender of such Award
pending the actual delivery of any Stock subject to such Award to such Eligible
Employee or Nonemployee Director.

         21. CONSTRUCTION. The Plan shall be construed under the laws of the
state of Kentucky.

         22. OTHER CONDITIONS. Each agreement evidencing an Award may require
that an Eligible Employee or Nonemployee Director (as a condition to the
exercise of such Award) enter into any agreement or make such representations
prepared by the Company, including any agreement which restricts the transfer of
Stock acquired pursuant to the exercise of an Award or provides for the purchase
of such Stock by the Company under certain circumstances.

                                       12