Exhibit 10.2

BOURBON BANCSHARES, INC.

1993 NONEMPLOYEE DIRECTORS STOCK OWNERSHIP INCENTIVE PLAN

ARTICLE 1.  PURPOSE.

The purpose of this 1993 Nonemployee Directors Stock Ownership Incentive
Plan ("Plan") is to advance the interest of Bourbon Bancshares, Inc., a
Kentucky corporation ("Company"), and its subsidiaries, by providing
nonemployee directors of subsidiaries of the Company with an incentive that may
enable them to acquire and retain an ownership interest in the Company.
The Plan is also intended to enhance the Company's ability to attract and
retain persons of outstanding ability to serve as directors of subsidiaries
of the Company.

ARTICLE 2.  DEFINITIONS AND CONSTRUCTION.

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

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

b.	"Award Date" shall mean March 1 of any fiscal year
immediately following a fiscal year end of a Subsidiary as to
which a Performance Event has occurred.

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

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

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

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

g.	"Director" shall mean any member of the Board of any
Subsidiary of the Company who is not an employee of the Company
or any Subsidiary of the Company.

h.	"Effective Date" shall mean the date described in
Section 6.1.

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

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

k.	"Option" shall mean an option to purchase Shares granted
pursuant to Article 5.

l.	"Option Agreement" shall mean an agreement evidencing the
grant of an Option, as described in Section 5.2.

m.	"Option Exercise Price" shall mean the purchase price
per share subject to an Option, which shall be the Fair
Market Value of the Share on the Award Date.

n.	"Participant" shall mean any Director that receives an
Award under the Plan.

o.	"Performance Event," with respect to the financial
performance of any Subsidiary of the Company for its fiscal
year, shall mean the obtaining of net income for such fiscal
year that equals or exceeds one percent (1%) of such
Subsidiary's average total assets for such fiscal year,
all as certified by the Company's independent accounting
firm.

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

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

r.	"Retirement" shall mean retirement by a Participant in
accordance with the terms of the Company's retirement
policy applicable to directors of the Company or any
Subsidiary.

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

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

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

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

ARTICLE 3.  ADMINISTRATION.

3.1  The Committee.  The Plan is designed to operate automatically
and not require administration.  However, to the extent administration is
required, it shall be provided by a committee (the "Committee") appointed
by the Board.  In the event the Shares of the Company are hereafter
registered under Section 12 of the Exchange Act, the Committee shall include
two or more directors of the Company who are "disinterested persons" within
the meaning of Rule 16b-3 (or any successor provision) promulgated under
the Exchange Act.  The members of the Committee shall be appointed from time
to time by, and shall serve at the discretion of, the Board.

3.2  Authority of the Committee.  Subject to the provisions of the
Plan, the Committee shall have full authority to:

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

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

The Committee shall have sole discretion to make all other determinations
that may be necessary or advisable for the administration of the Plan,
including, without limitation, the discretion to construe and interpret the
Plan and establish, amend and revoke rules and regulations for the
administration of the Plan.  To the extent permitted by law and, if
applicable, Rule 16b-3 promulgated under the Exchange Act, the Committee may
delegate its authority as identified hereunder.

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

3.4  Section 16 Compliance.  In the event the Shares of the Company
are hereafter registered under Section 12 of the Exchange Act and therefore
the Plan and its administration becomes subject to Section 16 of the
Exchange Act, it is the intention of the Company that the Plan and the
administration of the Plan in such event comply in all respects with Section
16 of the Exchange Act and the rules and regulations promulgated
thereunder.  In such event, if any plan provision, or any aspect of the
administration of the Plan, is thereafter found not to be in compliance
with Section 16 of the Exchange Act, the provision or administration shall
be deemed null and void, and the Plan shall be construed in favor of its
meeting the requirements of Rule 16b-3 promulgated under the Exchange Act.

ARTICLE 4.  SHARES AVAILABLE UNDER THE PLAN.

4.1  Number of Shares.  Subject to adjustment as provided in Section
4.2, the number of Shares reserved for issuance upon the exercise of Awards
is 5,000 Shares.  Any Shares issued under the Plan may consist, in whole or
in part, of authorized and unissued Shares or treasury shares.  If and to
the extent Awards shall expire or terminate for any reason without having been
exercised in full, the Shares associated with such Awards to the extent
not fully exercised shall again become available for Awards under the Plan.

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

ARTICLE 5.  STOCK OPTIONS.

5.1  Automatic Grant of Options.  Subject to the terms and
provisions of the Plan, each Director of a Subsidiary of the Company
who has served in such capacity for at least 180 days during the fiscal
year for which a Performance Event with respect to that Subsidiary has
occurred, and who serves in such capacity on the Award Date, shall
automatically receive on the Award Date an Option for 50 Shares that is
not intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code.  Such Options shall be fully vested on the
Award Date and shall be immediately exercisable.

5.2  Option Agreement.  Each Award shall be evidenced by an Option
Agreement that shall specify the Option Exercise Price, the duration of the
Option, the number of Shares to which the Option relates and such other
provisions as the Committee may determine or that are required by the Plan.

5.3  Duration of Options.  Subject to Section 5.6, each Option shall
expire on the tenth (10th) anniversary of the Award Date on which it was
granted.

5.4  Exercise of Options.  Options shall be exercised by delivery
to the Company of a written notice of exercise, setting forth the number of
Shares with respect to which the Option is to be exercised and accompanied by
full payment of the Option Exercise Price and all applicable withholding
taxes.

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

5.6  Termination of Director Relationship.  If a Participant for
any reason other than Retirement, death or Disability shall cease to be a
director of any Subsidiary and shall not then be (or shall later cease to be)
a member of the Board, the outstanding Options of such Participant may be
exercised by such Participant at any time prior to the earlier of the
expiration date of the Options or the date that is ninety (90) days after the
date on which such Participant ceases to be a director of any Subsidiary and
is not (or later ceases to be) a member of the Board.  If a Participant shall
cease to be a director of any Subsidiary and shall not then be (or shall later
cease to be) a member of the Board by reason of Retirement, death or
Disability, the outstanding Options of such Participant may be exercised by
such Participant at any time prior to the earlier of the expiration date of
the Options or the date that is the first anniversary of the Participant's
Retirement, death or determination of Disability.  Options may be exercised
as provided in this Section 5.6 (x) in the event of the death of a
Participant, by the person or persons to whom rights pass by will or by the
laws of descent and distribution, or if appropriate, the legal representative
of his estate and (y) in the event of the Disability of a Participant, by
the Participant, of if such Participant is incapacitated, by his legal
representative.

ARTICLE 6.  EFFECTIVE DATE, AMENDMENT, MODIFICATION AND TERMINATION.

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

6.2  Termination Date.  The Plan shall terminate on the earliest
to occur of (a) March 9, 2003, (b) the date when all Shares available
under the Plan shall have been acquired pursuant to the exercise of Awards or
(c) such other date as the Board may determine in accordance with Section
6.3.

6.3  Amendment, Modification and Termination.

a.	Except as provided in Section 6.1(b), the Board may, at
any time, amend, modify or terminate the Plan.

b.	Without the approval of shareholders of the Company, no
amendment, modification or termination may:

(i)	materially increase the benefits accruing to
Participants under the Plan;

(ii)	materially increase the total number of Shares
that may be issued under the Plan, except as
provided in Section 4.2; or

(iii)	materially modify the eligibility or other
requirements to receive an Award under the
Plan.

Furthermore, to the extent required to meet the conditions for exemption
from Section 16(b) of the Exchange Act in the event the Common Shares of the
Company are registered under Section 12 of the Exchange Act, no amendment that
would change the amount, price or timing of Options, other than to comply with
changes in the Code or the Employee Retirement Income Security Act of 1974, as
amended (to which the Plan is not current subject), or the rules and
regulations promulgated thereunder, shall be made more than once every six
months.

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

ARTICLE 7.  NON-TRANSFERABILITY.

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

ARTICLE 8.  NO RIGHT OF REELECTION.

Neither the Plan nor any action taken under the Plan shall be construed
as conferring upon a Participant any right to continue as a director of the
Company or any Subsidiary, to be renominated by the Board or reelected by
the Company in its capacity as a shareholder of any Subsidiary.

ARTICLE 9.  WITHHOLDING.

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

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

ARTICLE 10.  INDEMNIFICATION.

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

ARTICLE 11.  SUCCESSORS.

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

ARTICLE 12.  GOVERNING LAW.

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

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

BOURBON BANCSHARES, INC.


By: _/s/Buckner Woodford

    Buckner Woodford, President and
Chief Executive Officer
ATTEST:

 /s/Joe Allen
Joe Allen, Secretary




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