<PAGE>   1
                                                                    EXHIBIT 10.2

                HEALTHCARE RECOVERIES, INC. AMENDED AND RESTATED
                          DIRECTORS' STOCK OPTION PLAN

    1.  Purpose.  The Healthcare Recoveries, Inc. Directors' Stock Option Plan 
(the "Plan") is intended as an incentive and as a means of encouraging stock 
ownership by non-employee members of the Board of Directors of Healthcare 
Recoveries, Inc. (the "Company").

    2.  Administration.

        (a) The Plan shall be administered, construed and interpreted by the 
Compensation Committee (the "Committee") of the Board of Directors.  During any 
time that the Board of Directors does not have a Compensation Committee, the 
duties of the Committee under the Plan shall be performed by the Board of 
Directors.

        (b) The interpretation and construction by the Committee of any 
provision of the Plan, any option granted under it or any Stock Option 
Agreement and any determination by the Committee, pursuant to any provision of 
the Plan, any such option or any provisions of a Stock Option 
Agreement, shall be final and conclusive.  The terms and conditions of each 
individual Stock Option Agreement shall be in accordance with the provisions of 
the Plan, but the Committee may provide for such additional terms and 
conditions, not in conflict with the provisions of the Plan, as it deems 
advisable.

    3.  Eligibility.  Members of the Board of Directors who are not employees 
of the Company or any subsidiary shall be granted options under and pursuant to 
the terms of the Plan.

    4.  Stock.  The stock subject to the options and other provisions of the 
Plan shall be authorized but unissued or reacquired shares of the $.001 par 
value Common Stock of the Company (the "Common Stock").  Subject to 
readjustment in accordance with the provisions of Section 6(h), the total 
amount of Common Stock on which options may be granted to Directors under the 
Plan shall not exceed in the aggregate 150,000 shares.

    If any outstanding option (or portion thereof) under the Plan for any 
reason expires unexercised or is terminated without exercise prior to the end 
of the period during which options may be granted, the shares of Common Stock 
allocable to the unexercised portion of such option again may be subjected to 
an option under the Plan.


                                      -1-
<PAGE>   2
    5.  Grant of Options.  Each eligible Director shall be granted on the later 
of the date of consummation of the initial public offering of the Common Stock, 
or the date he or she first becomes a Director an option to purchase 10,000 
shares of Common Stock, and each eligible Director shall be granted on the date 
of each annual meeting of stockholders of the Company beginning in 1998 an 
option to purchase 2,000 shares of Common Stock, for so long as shares are 
available under the Plan, but no option shall be granted after March 31, 2002.  
Options granted shall be subject to the vesting and other terms and conditions 
of the Plan and each optionee's Stock Option Agreement.

    6.  Terms and Conditions of Options.  Stock options granted pursuant to the 
Plan shall be evidenced by Stock Option Agreements in such form as the 
Committee from time to time shall approve; such agreements and the stock 
options granted by such agreements shall comply with and be subject to the 
following, terms and conditions:

        (a) Number of Shares.  Each Stock Option Agreement shall state the 
total number of shares of Common Stock to which it pertains.

        (b) Exercise Price. In the case of options granted on the date of
consummation of the initial public offering of the Common Stock, the exercise
price per share shall be the initial public offering price per share. In all
other cases, the exercise price per share shall be the arithmetic average of the
Fair Market Value per share of the Common Stock on the ten trading days that
precede the date of grant, including the date of grant as the tenth trading day,
on which shares of the Common Stock are traded.

        (c) Medium and Time Payment.  The exercise price shall be payable upon 
the exercise of the option, or as provided in Section 6(f) if the Company 
adopts a broker-directed cashless exercise/resale procedure, in each case in an 
amount equal to the number of shares then being purchased times the per share 
exercise price.  Payment at the election of the optionee, shall be (i) in 
cash;(ii) by delivery to the Company of a certificate or certificates for 
shares of Common Stock, duly endorsed for transfer to the Company with 
signature guaranteed by a member firm of the New York Stock Exchange or by a 
national banking association; (iii) by the withholding by the Company of shares 
of stock that otherwise would be issued to the optionee as a result of the 
exercise of such option to the extent that the optionee elects to pay such 
exercise price through such withheld shares of Common Stock; or (iv) by a 
combination of (i), (ii) and (iii).  In the event of any payment by delivery or 
withholding of shares of Common Stock, such shares shall be valued on the basis 
of their Fair Market Value determined as of the day prior to the date of 
delivery or withholding.  If payment is made by delivery of shares of Common 
Stock, the value of such shares may not


                                      -2-
<PAGE>   3
exceed the total exercise price payment; but the preceding clause shall not 
prevent delivery of a stock certificate for a number of shares having a greater 
value, if the number of shares to be applied to payment of the exercise price 
is designated by the optionee and the optionee requests that a certificate for 
the remainder shares be delivered to the optionee.

    In addition to the payment of the purchase price of the shares then being 
purchased, an optionee shall also, pursuant to Section 12, pay to the Company 
or otherwise provide for an amount equal to the amount, if any, which the 
Company at the time of exercise is required to withhold under the income tax 
withholding provisions of the Internal Revenue Code and other applicable income 
tax laws.

        (d) Fair Market Value.  For purposes of Sections 6(b) and (c), Fair 
Market Value of Common Stock shall be determined on the applicable date as 
follows.  If Common Stock is registered on a national securities exchange (as 
such term is defined by the Securities Exchange Act of 1934) or is regularly 
traded in the over-the-counter market on the date of determination, the Fair 
Market Value per share of the Common Stock shall be determined as the price 
equal to the mean between the high and low sales prices of a share of the 
Common Stock on said national securities exchange on that day (or, for purposes 
of Section 6(c), if no shares of the stock are traded on that date but there 
were shares traded on dates within a reasonable period both before and after 
such date, the Fair Market Value shall be the weighted average of the means 
between the high and low sales prices of the stock on the nearest date before 
the nearest date after that date on which shares of the stock are traded) or of 
the mean between the high "bid" and low "asked" prices per share in said 
over-the-counter market on that day, as reported by the National Association of 
Securities Dealers.  If the Common Stock is traded on two national securities 
exchanges, the Fair Market Value shall be determined by the weighted average 
Fair Market Value on such exchanges unless one of such exchanges is the New 
York Stock Exchange in which case Fair Market Value shall be determined by 
prices on that exchange.  If the Common Stock is traded both on a national 
securities exchange and in the over-the-counter market, the Fair Market Value 
shall be determined by the prices on the national securities exchange, unless 
transactions on such exchange and in the over-the-counter market are jointly 
reported on a consolidated reporting system in which case the Fair Market Value 
shall be determined by reference to such consolidated reporting system.  If the 
Common Stock is not listed for trading on a national securities exchange and is 
not regularly traded in the over-the-counter market, then the Committee shall 
determine the Fair Market Value of the stock from all relevant available facts 
which may include options of independent experts as to value and may take into 
account any recent sales and purchases of such stock to the extent they are 
representative.


                                      -3-
<PAGE>   4
     (e)  Terms of Options; Date of Exercise. Terms of options granted under 
this Plan shall commence on the date of grant and shall expire on the 10th 
anniversary of the grant date, subject to Section 6(g). Each option shall 
become exercisable when vested.

     (f)  Method of Exercise. Options shall be exercised (i) by written notice 
directed to the Secretary of the Company at its principal place of business, 
accompanied by payment (made in accordance with Section 6(c)), in cash or 
personal check (which will be accepted subject to collection), or by 
certificates for shares of the Common Stock, or by directions for withholding 
of shares, or by a combination of the foregoing, of the option price for the 
number of shares specified in the notice of exercise and by any documents 
required by Section 6(i), or (ii) by complying with the exercise and other 
provisions of any broker-directed cashless exercise/resale procedure adopted by 
the Company and approved by the Committee, and by delivery of any documents 
required by Section 6(i). The Company shall make delivery of such shares within 
a reasonable period of time or in accordance with applicable provisions of any 
such broker-directed cashless exercise/resale procedure; provided, however, 
that if any law or regulation requires the Company to take any action 
(including but not limited to the filing of a registration statement under the 
Securities Act of 1933 and causing such registration statement to become 
effective) with respect to the shares specified in such notice before the 
issuance thereof, then the date of delivery of such shares shall be extended for
the period necessary to take such action.

     (g)  Effect of Termination of Service as a Director. If an optionee during
his life ceases to be a non-employee Director of the Company (including its
subsidiaries) due to voluntary resignation as a Director, voluntary decision not
to stand for reelection or removal as a Director by the stockholders for cause,
then the unvested portion of any option shall terminate on the earlier to occur
of (i) the expiration date of the option, or (ii) the date of termination of
service as a non-employee Director. If an optionee ceases to be a Director for
any other reason, the unvested portion of options shall vest on the date of
termination of service and may thereafter be exercised in accordance with their
terms. In the event of the death of the optionee while he is a non-employee
Director of the Company or after termination of such service, the vested portion
of any option may be exercised by his personal representatives, heirs or
legatees at any time prior to the expiration of six months from the date of
death of the optionee, but in no event later than the date of expiration of the
option.

     (h)  Adjustments Upon Changes in Capitalization. If the Common Stock 
should, as a result of a stock split or stock divided, combination of shares, 
recapitalization or other change in the capital structure of the company or 
exchange of Common Stock for other securities by reclassification or otherwise, 
be increased or decreased or changed into, or exchanged for, a different number 
or kind of shares of other securities of the Company, or any other corporation, 
then the number of shares

                                      -4-
<PAGE>   5
covered by options, the number and kind of shares which thereafter may be 
distributed or issued under the Plan and the per share option price of options 
shall be appropriately adjusted consistent with such change in such manner as 
the Committee may deem equitable to prevent dilution of or increase in the 
rights granted to, or available for, optionees.

     (i)  Who May Exercise. No option shall be assignable or transferable by 
the optionee except by will or by the laws of descent and distribution; and, 
during the lifetime of an optionee, the option shall be exercisable only by him.

     (j)  Optionee's Agreement. If, in the opinion of counsel for the Company, 
such action is necessary or desirable, no option shall be granted to any 
optionee unless at such time such optionee represents and warrants that the 
stock will be acquired for investment only and not for purposes of resale or 
distribution and makes such further representation and warranties as are deemed 
necessary or desirable by counsel to the Company with regard to holding and 
resale of the stock. If at the time of the exercise of any option, in the 
opinion of counsel for the Company, it is necessary or desirable, in order to 
comply with any applicable laws or regulations relating to the sale of 
securities, that the optionee shall represent and warrant that he is purchasing 
the shares that are subject to the option for investment and not with any 
present intention to resell or distribute the same or make other and further 
representations and warranties with regard to the holding and resale of the 
shares, the optionee, upon the request of the Committee, will execute and 
deliver to the Company an agreement or affidavit to such effect. All 
certificates issued pursuant to the exercise of any option shall be marked with 
a restrictive legend, if such marking, in the opinion of counsel to the 
Company, is necessary or desirable.

     (k)  Rights as a Stockholder. An optionee shall have no rights as a 
stockholder with respect to shares covered by his option until the date of the 
issuance of the shares to him and only after such shares are fully paid. Unless 
specified in Section 6(h), no adjustment will be made for dividends or other 
rights for which the record date is prior to the date of such issuance.

     (l)  Vesting. The right to purchase one-third of the shares of Common 
Stock covered by an option shall vest on the first anniversary of the grant 
date and on each succeeding anniversary thereof until fully vested, provided 
that the optionee must be a non-employee Director of the Company on each such 
anniversary in order for options to vest on such date.

                                      -5-
<PAGE>   6

          (m)  Miscellaneous Provisions. The Stock Option Agreements 
authorized under the Plan shall contain such other provisions, including, 
without limitation, restrictions upon the exercise of the option as the 
Committee shall deem advisable.

     7.   Effective Date and Termination of Plan.

          (a)  The Plan shall become effective upon adoption by the Board of 
Directors of the Company.

          (b)  The Plan, with respect to the granting of options, shall 
terminate at midnight on March 31, 2002, but the Board of Directors may 
terminate the Plan at any time prior to said time and date. Such termination of 
the Plan by the Board of Directors shall not alter or impair any of the rights 
or obligations under any option theretofore granted under the Plan unless the 
affected optionee shall so consent.

     8.   Fractional Shares. If any provision of this Plan or a Stock Option 
Agreement would create a right to acquire a fractional share, such fractional 
share shall be disregarded.

     9.   Successor Corporation. The obligations of the Company under the Plan 
shall be binding upon any successor corporation or organization succeeding to 
substantially all of the assets and business of the Company and shall continue 
to be binding upon the Company notwithstanding any change in ownership of the 
Company. The Company agrees that it will make appropriate provision for the 
preservation of optionees' rights under the Plan in any agreement or plan which 
it may enter into or adopt to effect any such transfer of assets or ownership.

     10.  Non-Alienation of Benefits. Except insofar as applicable law may 
otherwise require, (i) no options, rights or interest of optionees or Common 
Stock deliverable to any optionee at any time under the Plan shall be subject in
any manner to alienation by anticipation, sale, transfer, assignment, 
bankruptcy, pledge, attachment, charge of encumbrance of any kind, and any 
attempt to so alienate, sell, transfer, assign, pledge, attach, charge or 
otherwise encumber any such amount, whether presently or thereafter payable, 
shall be void; and (ii), to the fullest extent permitted by law, the Plan shall 
in no manner be liable for, or subject to, claims, liens, attachments or other 
like proceedings or the debts, liabilities, contracts, engagements, or torts of 
any optionee. Nothing in this Section 10 shall prevent an optionee's rights and 
interests under the Plan from being transferred by will or by the laws of 
descent and distribution or pursuant to a qualified domestic relations order as 
defined by the Code or ERISA;

                                      -6-
<PAGE>   7
provided, however, that no transfer by will or by the laws of descent and
distribution shall be effective to bind the Company unless the Committee or its
designee shall have been furnished before or after the death of such optionee
with a copy of such will or such other evidence as the Committee may deem
necessary to establish the validity of the transfer.

     11.  Listing and Qualification of Shares. The company, in its discretion,
may postpone the issuance or delivery of shares of Common Stock until completion
of any stock exchange listing, or other qualification or registration of such
shares under any state or federal law, rule or regulation, as the Company may
consider appropriate, and may require any optionee to furnish such information
as it may consider appropriate in connection with the issuance or delivery of
the shares in compliance with applicable laws, rules and regulations.


     12.  Taxes. The Company may make such provisions and take such steps as it
may deem necessary or appropriate for the withholding of all federal, state,
local and other taxes required by law to be withheld with respect to options
under the Plan, including, but not limited to, (i) deducting the amount required
to be withheld from any amount then or thereafter payable to an optionee,
beneficiary or legal representative, (ii) requiring an optionee, beneficiary or
legal representative to pay to the Company the amount required to be withheld as
a condition of releasing shares, or (iii) complying with applicable provisions
of any broker-directed cashless exercise/resale procedure adopted by the Company
pursuant to Section 6(f). If, in the exercise of an Option, the Company
requires payment pursuant to (ii), then, to the extent permitted by the Company
in its discretion, payment may be made in any medium provided for in subsection
(d) of Section 6.

     13.  No Liability of Directors. No member of the Board or the Committee
shall be personally liable by reason of any contract or other instrument
executed by such member on his behalf in his capacity as a member of the Board
or Committee, nor for any mistake of judgment made in good faith, and the
Company shall indemnify and hold harmless each employee, officer and Director of
the Company, to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Board) arising out of any act or
omission to act in connection with the Plan to the fullest extent permitted or
required by the Company's governing instruments and, in addition, to the fullest
extent of any applicable insurance policy purchased by the Company.



                                      -7-
<PAGE>   8

     14.  Amendment. This Plan may be amended by the Board from time to time to
the extent that the Board deems necessary or appropriate; provided, however, no
such amendment shall be made absent the approval of the stockholders of the
Company: (1) if stockholder approval of such amendment is required for continued
compliance with Rule 16b-3 of the Securities Exchange Act, or (2) if stockholder
approval of such amendment is required by any other applicable laws or
regulations or by the rules of any stock exchange as long as the Common Stock is
listed for trading on such exchange. The Committee also may suspend the granting
of options under this Plan at any time; provided, however, the Company shall not
have the right unilaterally to modify, amend or cancel any option granted before
such suspension unless (i) the optionee consents in writing to such
modification, amendment or cancellation or (ii) there is a dissolution or
liquidation of the Company or a transaction described in Section 6(h) of this
Plan.

     15.  Captions. The captions preceding the sections of the Plan have been
inserted solely as a matter of convenience and shall not, in any manner, define
or limit the scope or intent of any provisions of the Plan.

     16.  Governing Law. The Plan and all rights thereunder shall be governed
by, and construed in accordance with, the laws of the Commonwealth of Kentucky,
without reference to the principles of conflicts of law thereof.

     17.  Expenses. All expenses of administering the Plan shall be borne by the
Company.


                                      -8-