# Exhibit 10.12

Outsource Contract between BSC,
Inc. and First Security Bank of Lexington, Inc.

CONTRACT

This
Agreement, made and entered into this 14th day of November 2003, by and between BSC, Inc.,
of 450 Old East Vine Street, Lexington, Kentucky, hereinafter referred to as BSC, and
First Security Bank of Lexington, KY, hereinafter referred to as First Security Bank.

WITNESSETH:

WHEREAS
BSC is a company authorized to do business in the State of Kentucky, who provides
operational outsourcing services for certain financial institutions and,

WHEREAS
First Security Bank desires to contract with BSC for the services as described herein, the
parties agree and covenant as follows:

1.    
DESCRIPTION OF SERVICES AND FEES

|    |                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | BSC
agrees to provide to First Security Bank the following services with attendant fees:                                                                                                                                                 
|(a) | Items captured and imaged at 3 cents per item.                                                                                                                                                                                           
|(b) | Items encoded at 3 cents per item.                                                                                                                                                                                                       
|(c) | Preparation of statements including the printing of statements with images of
     checks and deposit tickets. Stuffing of envelopes including statements and enclosures.                                                                
|    | 1)    saving statements at 35 cents per statement                                                                                                                                                                                        
|    | 2)    regular statements at 75 cents per statement                                                                                                                                                                                       
|    | 3)    business statements at $1.35 per statement                                                                                                                                                                                         
|    | 4)    analysis statements at 20 cents per statement                                                                                                                                                                                      
|    | 5)    statement enclosures at 2 cents per enclosure.                                                                                                                                                                                     
|(d) | Document shredding service at the rate of $50.00 per month.                                                                                                                                                                              
|(e) | Stock paper (3-hole) for statement printing at the rate of $100.00 per month.                                                                                                                                                            
|(f) | Perform extensive research activities. Once a research request is received by
     BSC, BSC shall have seven (7) days in which to respond to said request. Such research will be charged at $15.00 per hour and 25 cents per copy or fax.

All
fees to become due and payable by the 10th of the month following services rendered.

2.    DOCUMENT SHREDDING

BSC
will retain cancelled documents for First Security Bank for a period of 90 days after the
item capture date. BSC has contracted with a third party vendor to provide on site
document shredding services. An audit of the shredding activity will be part of the annual
Level 2 SAS-70 operations audit that is conducted by BSCs independent third party
CPA firm. BSCs liability is covered under BSCs standard business policy, which
includes errors and omissions.

3.    COURIER SERVICE

First
Security Bank shall provide for all courier service.

4.    DURATION AND TERMINATION

The
period of this contract shall be for twenty four (24) consecutive months beginning with
the date of this contract.

---

5.    INSURANCE

BSCs outsource
services is covered under the standard business policy which includes errors and omission
coverage with a liability limit of $1,000,000.00 and blanket employee dishonesty
protection with a liability limit of $100,000.00

6.    PROPRIETARY NATURE OF DATA

It
is agreed that all data and information furnished to BSC by First Security Bank is to be
regarded by the parties as confidential and is to be held in confidence and safekeeping by
BSC for the sole use of First Security Bank. BSC may not sell, assign or in any way
divulge any lists of First Security Bank customers or business regarding any customer of
First Security Bank.

7.    LIMITATION OF LIABILITY

BSC
agrees to use due care in processing First Security Bank work, which care shall conform to
acceptable bank processing standards. BSC shall be responsible for correcting any errors
which are due to machine malfunctions or human error, provided that such errors are
reported to BSC within 60 days of receipt of information by First Security Bank.

8.    
          It is distinctly understood that BSC cannot assign or sublet the rights of this
          contract without the express written consent of First Security Bank.

9.    It is
distinctly understood by and between the parties that BSC is an independent contractor for all purposes.

10.    
This contract, and written amendments thereto, contain all the terms and
conditions agreed upon by the parties hereto, and no other agreement, oral or
otherwise, regarding the subject matter of this contract shall be deemed to
exist or to bind any of the parties hereto. All previous communications,
representations, warranties, promises, conditions, or agreements of any kind or
nature whatsoever shall not be binding upon the parties unless incorporated into
this contract directly or by reference. This contract covers and includes the
entire agreement between the parties.

11.    This
contract shall be governed by the laws of the Commonwealth of Kentucky both as to interpretation
and performance.

IN
TESTIMONY WHEREOF, the parties hereto, individually and by their respective and duly
authorized officers, have hereunto set their name.

|                |                               
|--------------- | ------------------------------
|                | BSC, INC.                     
|                | By:  /s/ William A. Hurter    
|Date 11/14/2003 |                               
|                | First Security Bank           
|                | By:  /s/ R. Douglas Hutcherson

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