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EXHIBIT 10.11

EMPLOYMENT  AGREEMENT  BETWEEN  FIRST  SECURITY  BANCORP,  INC.  AND R.  DOUGLAS
HUTCHERSON


                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT  AGREEMENT (this "Agreement") is made and entered into this
1st day of December,  2003 by and between the FIRST  SECURITY  BANCORP,  INC., a
Kentucky corporation  headquartered in Lexington,  Kentucky ("Holding Company"),
FIRST SECURITY BANK OF LEXINGTON,  a Kentucky corporation authorized to transact
a  banking  business  in  Kentucky  and  headquartered  in  Lexington,  Kentucky
("Bank"), and R. DOUGLAS HUTCHERSON ("Executive").

     WHEREAS, Holding Company is the holding company of Bank; and

     WHEREAS,  Executive and Bank and Holding  Company desire to enter into this
Agreement to set out the terms under which  Executive  is being  employed as the
President and Chief Executive Officer of Bank and Holding Company.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants and conditions  contained  herein,  and intending to be legally bound,
the parties hereby agree as follows:

     1.  EMPLOYMENT.  Bank hereby  employs  Executive to serve as President  and
Chief Executive Officer of Bank and Holding Company,  and Executive accepts such
employment and agrees to devote his full time, attention and best efforts to the
business  and  affairs of Bank and  Holding  Company  and to perform  his duties
faithfully  and in a  manner  consistent  with  and in  furtherance  of the best
interests of Bank and Holding  Company.  Executive's  duties  shall  include the
management and supervision of Bank's  operations and such other duties as may be
reasonably  determined  and  assigned to  Executive by the Board of Directors of
Bank from time to time.

     2. TERM OF  EMPLOYMENT.  This  Agreement  shall be  effective  for a period
commencing  as of December l, 2003,  through and  including  November  30, 2006,
subject to termination as  hereinafter  provided.  On December 1, 2004, and each
December 1  thereafter,  this  Agreement  shall  automatically  be extended  for
successive one (1) year terms unless Bank gives to Executive a written notice of
intent to cancel  this  Agreement  at least  sixty  (60)  calendar  days  before
December 1 of any year.

     3. COMPENSATION, AND BENEFITS.

          A.  During the term of this  Agreement,  Bank shall pay  Executive  as
compensation  for his services  hereunder a per annum salary of $150,000,  or at
such higher salary as may be  established  annually by the Board of Directors of
Bank each year (provided the annual salary fixed by the Board of Directors shall
not be less  than the  salary  paid for the  immediately  preceding  year)  (the
"Salary").  The Salary shall be payable in accordance  with the regular  payroll
practices of the Bank.

          B. In  addition,  Bank  will  purchase  and  maintain  life  insurance
insuring the life of Executive, the proceeds of which will be split between Bank
and Executive's  designated  beneficiary in the event of Executive's  death. The
proceeds under that insurance  policy are intended (i) to provide death benefits
to Bank in an amount sufficient to cover the premium costs and expenses incurred
by Bank to maintain that insurance  policy and the after-tax cost to Bank of the
benefits  paid  or  payable  to  Executive  (or  his   beneficiary   or  estate)
(collectively, the "cost recovery amount") and (ii) to provide death benefits of
$500,000,  a portion of which is payable to Bank and the  remainder  of which is
payable to Executive's  designated beneficiary by endorsement to the policy. The
portion of the death benefits payable to Executive's  designated  beneficiary is
$250,000  as of the date of this  Agreement.  The  portion of the  keyman  death
benefits  payable to Bank is $250,000 as of the date of this Agreement.  Bank is
the owner of such  insurance  policy,  and  agrees to  continue  such  insurance
coverage in effect during the term of this Agreement.



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          C. In addition,  during the term of this  Agreement,  Bank shall cause
Executive to  participate  or to be furnished the  opportunity to participate in
employee  benefit  or  welfare  plans in  effect,  including  any  group  health
insurance benefits,  disability insurance benefits, life insurance benefits, 401
(k) plans, and other fringe  benefits,  in the same manner and on the same basis
as shall be furnished to other executive management personnel of Bank generally,
subject to the terms and  conditions  of the plans under which the  benefits are
provided.  Bank  reserves  the right to modify or  terminate  any such  plans or
benefits or change the terms of eligibility at any time. In the event  Executive
is not  immediately  eligible to  participate in the 401 (k) plan, the Bank will
pay directly to him (or to an IRA he establishes)  the amount that would be paid
to his 401 (k) account if he were participating.

          D. In 2003, Executive shall be entitled to five days of paid vacation.
Thereafter,  Executive  shall be entitled to three  weeks of paid  vacation  per
year.  The  scheduling of such vacation  shall be first  approved by Bank. It is
understood  and agreed that it may not be possible for such vacation to be taken
all at once, and Executive  agrees that he may be required to take such vacation
intermittently.

          E.  Executive  shall be entitled to a car allowance of $500 per month,
and an allowance for monthly dues for the Lexington Country Club.

          F. Upon  termination of this  Agreement,  other than  termination  for
cause, Bank shall pay to Executive any severance benefits to which Executive may
be entitled pursuant to Section 8.

          G.  Executive  will not be entitled  to  additional  compensation  for
service as a director of Bank or Holding Company or any of their affiliates.

          H. Bank shall be authorized  to deduct and withhold  from  Executive's
compensation (including any severance benefits) such sums as are required by law
to be deducted and withheld.

          I. Bank  shall  review  Executive's  performance  on an annual  basis.
Contingent upon satisfactory performance, Executive shall be eligible for annual
salary  increases,  bonuses,  and/or additional stock options as approved by the
Board of  Directors of Bank at its  discretion.  While the Bank does not have in
place a formal  executive  incentive  compensation  plan, it has  represented to
Executive  that if the annual  budget of Bank is achieved,  the  Executive  will
receive a bonus  consistent with previous  Presidents of the Bank and the amount
of the  bonus  will be  based  upon the  extent  to which  the  budget  has been
exceeded.  It is the  intention  of Bank to put into  place a  formal  executive
incentive compensation plan.

          J. Bank has agreed to  compensate  Executive  for any loss suffered by
Executive  if he is  unable to sell his  current  residence  at 4514 Wolf  Creek
Parkway, Louisville, Kentucky ("residence") at a price less than its fair market
value. For purposes of determining the residence's fair market value,  both Bank
and  Executive  shall  obtain from a qualified  real estate  appraiser a written
appraisal of the  residence no later than  January 30,  2004.  Those  appraisals
shall be  exchanged  and the  average  between  the two shall be the fair market
value of the residence for purposes of this Agreement.  (Provided,  however,  if
either party  determines  that there has been a material  change in the value of
the  residence  after  the  initial  appraisals,  it or he  may  commission  the
appraiser originally selected by that party to do a new appraisal to be provided
to the other party no later than April 1, 2004,  and, at that point in time, the
party  receiving  that  appraisal  may  choose  to have the  appraiser  he or it
originally  selected do a new appraisal  within  fourteen (14) days. The average
between the two new appraisals  shall be its fair market value if this option is
selected).  In the event Executive does not have an executed Contract of Sale of
the residence by April 1, 2004, and the residence is sold thereafter, Bank shall
pay to Executive the difference between the fair market value and the gross sale
price of the residence. That payment shall be made within five (5) business days
from the closing of the residence's sale.

          K. Beginning  December 1, 2003, and extending  through April 30, 2004,
Bank  shall  pay on  Executive's  behalf  his  costs of  housing  in  Lexington,
Kentucky,  provided  that he has not received the proceeds  from the sale of the
residence.  This housing allowance shall be paid directly to the party from whom
Executive  leases the housing unit, or if Executive has purchased a residence to
the first mortgage holder. In no event shall Bank's obligation exceed $1,400 per
month,  nor shall Bank's  obligation to pay the housing  allowance  extend for a
period longer than five (5) months or Executive  sells his residence,  whichever
first occurs.


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          L.  Executive  is  currently  employed  by Bank One, N. A. In order to
prevent  Executive from being exposed to any potential loss of benefits from, or
claims for  reimbursement  by, Bank One, N.A., Bank will not employ,  or solicit
for employment, any of Bank One N.A.'s employees prior to January 1, 2005.


     4. SIGNING BONUS. On the first day this Agreement is effective,  Bank shall
pay  Executive a cash bonus equal to  $50,000.  Bank shall also pay  Executive's
reasonable  moving expenses from  Louisville,  Kentucky to Lexington,  Kentucky.
Bank's  payments shall be made directly to the provider of the moving  services.
Executive shall obtain an estimate for the cost of the moving expenses and shall
submit it to Bank before committing the Bank to pay those expenses.

     5. STOCK COMPENSATION.  On the date this Agreement is effective,  Executive
is granted non-qualified stock options to purchase up to 20,000 shares of common
stock of Holding Company at a purchase price of $14.00 per share under the First
Security Bancorp,  Inc. Stock Award Plan (the "Stock Award Plan), subject to the
following  terms and  conditions  and the terms and  conditions set forth in the
Stock Award Plan:

          A. Vesting and Term.

              (1) The option to purchase shares shall vest in five installments
                  as follows:

                  o  the first  installment  of 4,000  shares  shall  vest on
                     September  15, 2004,  provided  Executive is employed  with
                     Bank and Holding Company on that date;

                  o  an additional 4,000 shares shall vest on September 15,
                     2005,  provided Executive is employed with Bank and Holding
                     Company on that date;

                  o  an additional 4,000 shares shall vest on September 15,
                     2006,  provided Executive is employed with Bank and Holding
                     Company on that date;

                  o  an additional 4,000 shares shall vest on September 15,
                     2007,  provided Executive is employed with Bank and Holding
                     Company on that date; and

                  o  the remaining 4, 000 shares shall vest on September 15,
                     2008,  provided Executive is employed with Bank and Holding
                     Company on that date.

                  If this Agreement is terminated, this options shall lapse, and
                  terminate,  with respect to any shares to the extent the right
                  and  option  to  purchase  those  shares  has  not  vested  in
                  accordance  with  the  above  provisions  as of the  date  the
                  Agreement is terminated. The option cannot be exercised before
                  vesting, and no installment shall be exercisable more than ten
                  years after the date it has vested.  Notwithstanding any other
                  provision  of  this  Agreement,   in  the  event   Executive's
                  employment is terminated by Bank without cause,  or Bank gives
                  notice  that  the  Agreement  will  not  be  renewed,  all  of
                  Executive's  remaining  options will vest and may be exercised
                  within 30 days after the last date of his employment by Bank.

              (2) This option  shall  expire on the  earliest of the  following
                  events: [i] the expiration of ten years from the date on which
                  such option was granted;  [ii] the  expiration of three months
                  from the date of  termination  of this  Agreement  pursuant to
                  Section  6.A.  or 6.D.;  [iii] the  expiration  of six  months
                  following the issuance of letters  testamentary  or letters of
                  administration  to the executor or administrator of Executive,
                  if  Executive's  death  occurs and this  Agreement  terminates
                  pursuant to Section 7 or if  Executive's  death occurs  during
                  the  three-month  period  following  the  termination  of this
                  Agreement  pursuant  to Section  6.A or 6,D.,  but in no event
                  later  than  one  year  after  Executive's   death;  [iv]  the
                  termination of this Agreement pursuant to Section 6.B. or 6.D;
                  or [v] Executive's  breach of the  nondisclosure or noncompete
                  provisions of Sections 9 or10.

     6. TERMINATION. This Agreement will automatically terminate as of the close
of business on the last day of the term of this  Agreement,  as may be extended,
or upon the Executive's death pursuant to Section 7. In addition, this Agreement
may be terminated by Bank or Executive as follows:



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          A. TERMINATION BY BANK. Bank, by action of its Board of Directors, may
terminate this Agreement, and Executive's employment hereunder, at any time.

If this Agreement and Executive's  employment hereunder,  is terminated pursuant
to this  Section 6. A.,  Executive  shall be  entitled  to  severance  pay under
Section  8.A.,  in  accordance  with Section 8, subject to  compliance  with the
continuing covenants under Sections 9 and 10.

          B.  TERMINATION  BY BANK FOR  CAUSE.  Bank,  by action of its Board of
Directors,  may terminate this Agreement,  and Executive's employment hereunder,
at any time for cause. As used in this  Agreement,  "cause" means the occurrence
of one or more of the following events:

               (1)  Executive's  conviction for a felony or of any crime
                    involving moral turpitude;

               (2)  Executive's engaging in any illegal conduct or willful
                    misconduct in the  performance of his employment  duties for
                    the Bank;

               (3)  Executive's engaging in fraudulent or dishonest conduct in
                    his dealings with, or on behalf of, the Bank;

               (4)  Executive's failure or refusal to follow the lawful
                    instructions  of the  Directors of the Bank, if such failure
                    or refusal  continues for a period of five (5) calendar days
                    after  the Bank  delivers  to  Executive  a  written  notice
                    stating  the  instructions  which  Executive  has  failed or
                    refused to follow;

               (5)  Executive's intentional violation of any applicable banking
                    law  or  regulation  in  the   performance   of  Executive's
                    employment  duties for the Bank or willful  violation of the
                    cease-and-desist order applicable to Executive or Bank;

               (6)  The issuance of a directive by the Kentucky Department of
                    Financial  Institutions or any federal  authority  requiring
                    Bank to dismiss Executive from office or removing  Executive
                    as executive officer and/or director of the Bank; or

               (7)  A civil action is initiated against the Bank as a result of
                    an improper act by Executive that is  inconsistent  with his
                    duties and responsibilities.

               If this  Agreement,  and  Executive's  employment  hereunder,  is
terminated  pursuant to this Section  6.B.,  Executive  shall not be entitled to
severance-pay under Section 8.

          C.  TERMINATION  BY  EXECUTIVE.  At any time  during  the term of this
Agreement,  Executive may terminate this Agreement and his employment  with Bank
upon 90 days prior written notice.

If this Agreement, and Executive's employment hereunder,  is-terminated pursuant
to this Section  6.C.,  Executive  shall not be entitled to severance  pay under
Section 8.

          D.  TERMINATION BY EXECUTIVE AT OR AFTER CHANGE OF CONTROL.  Executive
may terminate this Agreement if at the time of or after a Change of Control, (i)
Bank  and  Holding  Company  materially  breach  their  obligations  under  this
Agreement or,  without  Executive's  consent,  alter the duties,  authority,  or
responsibilities of Executive to such an extent that Executive no longer has the
duties, authority, or responsibilities  customarily attendant to the position of
President and Chief Executive Officer of Bank and Holding Company, and (ii) Bank
and Holding  Company  fail to remedy the same within  thirty (30) days after the
date Executive delivers written notice to Bank, to the attention of its board of
directors,  describing the material  breach or alteration in reasonable  detail.
Termination  pursuant to this Section 6.D.  will be effective as of the close of
business on the last day of such thirty  (30) day period  unless,  prior to such
time,  Bank and Holding  Company have remedied the material breach or alteration
of Executive's duties, authority; and/or responsibilities.

If this Agreement,  and Executive's employment hereunder, is terminated pursuant
to this  Section  6.D.  at the time of or after a Change of  Control,  Executive
shall be entitled to (1) severance  pay under  Section 8.B., in accordance  with
Section 8, subject to compliance with the continuing  covenants under Sections 9
and 10.



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For purposes of this Section 6.D., "Change in Control" means:

     [1] any share,  exchange or merger or consolidation of Bank if, as a result
of the transactions  contemplated by such plan agreement of exchange,  merger or
consolidation,  Holding  Company will not own 100% of the shares of voting stock
of the  surviving or acquiring  entity  outstanding  immediately  following  the
effective date of such transactions;

     [2] any share  exchange  or merger  Holding  Company if either [a]  Holding
Company will not be the surviving or acquiring  corporation,  or [b] as a result
of the transactions contemplated by such plan or agreement of exchange or merger
the persons who are  shareholders of Holding Company,  immediately  prior to the
effective date of such  transactions,  will not own, in  substantially  the same
proportions,  at least a  majority  of the  shares  of voting  stock of  Holding
Company   outstanding   immediately   following  the  effective   date  of  such
transactions;

     [3] any sale,  lease,  exchange,  transfer other  disposition of all or any
substantial  part of the assets of Holding  Company or a  subsidiary  of Holding
Company (including Bank) followed by a liquidation of Holding Company;

     [4] the Board or the  shareholders  of  Holding  Company  or Bank  approve,
adopt,  agree to recommend,  or accept any agreement,  contract,  offer or other
arrangement  providing for, or any series of  transactions  resulting in, any of
the transactions described in [1], [2], or [3]; or

     [5] a change in the  membership  of the "board" of directors of either Bank
or  Holding  Company  such  that a  majority  of the  members  of such  board of
directors are not Continuing  Directors,  where the term  "Continuing  Director"
means  any  person  serving  on the  board of  directors  as of the date of this
Agreement and any successor to such  Continuing  Director who was recommended or
elected by a majority of the Continuing Directors at a meeting at which a quorum
consisting of a majority of the Continuing Directors is present.

     7. EXECUTIVE'S DEATH OR PERMANENT DISABILITY.  If Executive dies or becomes
permanently  disabled during the term of this Agreement;  this Agreement and the
obligations of Bank hereunder shall  terminate.  "Permanent  disability" as used
herein,  shall mean when  Executive is deemed  disabled in  accordance  with the
long-term  disability  insurance policy of the Bank in effect at the time of the
illness or injury causing the disability and Executive has begun to receive full
benefits  from  that  disability  policy.  If this  Agreement,  and  Executive's
employment hereunder,  is terminated pursuant to this Section 7, Executive shall
not be entitled to any severance pay or benefits.

     8.  SEVERANCE  PAY.  In  consideration  of  the  continuing  covenants  and
obligations of Executive under Sections 9 and 10, Executive shall be entitled to
severance pay as follows upon termination of this Agreement:

          A. If this  Agreement is terminated in accordance  with the provisions
of Section  6.A.,  Bank shall  continue  to pay to  Executive  the Salary he was
earning  immediately prior to the termination of the Agreement,  for a period of
nine (9) months.  Such severance  benefits  shall be payable in accordance  with
Bank's regular payroll practices as a continuation of Executive's Salary for the
applicable period.

In addition,  for a period of nine (9) months or until  Executive  obtains other
employment,  whichever  is  earlier,  Bank  shall  pay  the  COBRA  premium  for
Executive's  continued  coverage under those group health,  life, and disability
plans under which he was covered at the time this  Agreement  terminated and for
which he timely elect to receive COBRA  continuation  coverage.  Executive shall
continue to pay his  co-payment  then in effect for coverage  under those plans.
Bank shall also  continue to pay  Executive's  car  allowance  and country  club
allowance  described  in Section  3.E.  for a period of nine (9) months or until
Executive obtains other employment, whichever is earlier.

          B. If this  Agreement  is  terminated  pursuant to Section 6.D. at the
time of or after a Change of Control (as defined  therein),  Bank shall continue
to pay  to  Executive  the  Salary  he  was  earning  immediately  prior  to the
termination  of the  Agreement,  through and  including  November 30,  2006,  or
through the end of the extended term of this Agreement,  whichever occurs later.
Such  severance  benefits  shall be payable in  accordance  with Bank's  regular
payroll  practices,  as a continuation of Executive's  salary for the applicable
period.



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In  addition,  for a period  of six  months  or until  Executive  obtains  other
employment,  whichever  is  earlier,  Bank  shall  pay  the  COBRA  premium  for
Executive's  continued  coverage under those group health,  life, and disability
plans under which he was covered at the time this  Agreement  terminated and for
which he timely elects to receive COBRA continuation  coverage.  Executive shall
continue to pay his  co-payment  then in effect for coverage  under those plans.
Bank shall also  continue to pay  Executive's  car  allowance  and country  club
allowance  described  in  Section  3.E.  for a  period  of six  months  or until
Executive obtains other employment, whichever is earlier.

          C. If this Agreement is terminated  and  Executive's  employment  with
Bank is  terminated  for any reason,  Bank shall have no  obligation to continue
payment of any  insurance  premiums  under the  insurance  policy  described  in
Section 3 B. Within fifteen (15) days of the date of termination, Executive may,
by  delivery  of written  notice to Bank,  elect to pay all  premiums  and costs
thereafter  due under such policy,  in which case Bank will continue to own, and
Executive  shall pay all  premiums  and costs  required  to keep in force,  such
insurance in an amount sufficient to provide death benefits to Bank equal to the
expected  cost recovery  amount (as  determined in good faith by Bank) and death
benefits to Executive's  designated  beneficiary in an amount equal to $500,000.
In that event, Bank, as owner of the insurance policy,  shall continue in effect
the  endorsement of death benefits  payable under such policy to the beneficiary
designated by Executive (above the cost recovery amount).

          D. Bank may condition any payment of severance or other benefits under
this  Section 8 on the  receipt  of a  written  release;  in form and  substance
reasonably  satisfactory to Bank,  pursuant to which Executive releases Bank and
its affiliates, from any claims Executive might have against Bank arising out of
Executive's  employment  with Bank  except for accrued  compensation  under this
Agreement,  amounts payable under this Section 8 and any accrued indemnification
rights  Executive  might have  under  Bank's  charter  or  bylaws.  In any case,
Executive's  rights to  severance  or other  benefits  under this  Section 8 are
conditioned on Executive's  compliance with his obligations under Sections 9 and
10.

          E. It is the  intention  of the parties  that none of the  payments to
which  Executive  is entitled  under this  Agreement  will  constitute a "golden
parachute  payment"  within  the  meaning  of 12 U.S.C.  Section  1828(k)(3)  or
implementing regulations of the OCC or FDIC, the payment of which is prohibited.
Any payments made by Bank or Holding  Company to or for the benefit of Executive
pursuant to this Agreement,  or otherwise,  are subject to and conditioned  upon
their compliance with 12 U.S.C. Section 1828(k) and any regulations  promulgated
thereunder.

     9. NON-COMPETE.  Executive acknowledges the services Executive is to render
are of a special and unusual  character with a unique value to Bank, the loss of
which cannot  adequately be  compensated by damages in an action at law. In view
of the unique value to Bank of Executive's services and as a material inducement
to Bank to enter into this  Agreement and to pay to Executive  the  compensation
provided for herein Executive covenants and agrees that during the employment of
Executive  hereunder  and  thereafter  during the  Non-compete  Term, as defined
below,  Executive shall not, as a proprietor,  shareholder,  officer,  director,
partner, employee,  principal, agent, consultant,  advisor, organizer, or in any
other  capacity,  for his own benefit or for or with any other  person,  firm or
corporation  whatsoever  (other than Bank or an affiliate of Bank),  directly or
indirectly,  work for, make a substantial investment, in or in any manner assist
any  financial  institution  located or being  organized to conduct  business in
Bank's Market Area, as defined below, nor shall Executive, directly or indirect,
solicit  customers or business in Bank's  Market Area on behalf of any financial
institution,  regardless of where such financial institution is located. As used
in this Section 9:

          A. The term  "Non-compete  Term" means the period  following  the date
Executive's  employment  under this  Agreement  is  terminated  and during which
Executive is receiving a salary or severance benefits under Section 8.B. and

          B. The term "Bank's Market Area" means any county in which Bank has an
office and any county  contiguous  thereto;  provided the term shall not include
any county in which Bank first  opens an office  after the  termination  of this
Agreement.

Executive acknowledges that there is not adequate remedy at law in favor of Bank
for breach of this  Agreement by Executive  and that Bank, in addition all other
rights that may be available,  shall have the right of specific  performance  in
the event of breach, or of injunction in the event of any threatened breach.


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     10. NONDISCLOSURE OF CONFIDENTIAL  INFORMATION.  Executive shall not at any
time or in any manner, directly or indirectly,  use or disclose to any party any
confidential  information or proprietary data of Bank,, or any of its affiliates
learned or  obtained  by  executive  while an  employee  of Bank,  except (1) as
required by  judicial  or  administrative  process;  (2) after the  confidential
information  has become  generally  available to the public through no breach of
this agreement by Executive;  or (3) with the prior written  consent of Bank. In
the event Executive violates this Section,  and such violation is detrimental to
Bank,  Bank shall be entitled to pursue all  remedies at law or in equity in any
action or proceeding to enforce this  Section.  For purposes of this  agreement,
"confidential information" means material information of Bank, or it affiliates,
disclosed to or known by Executive as a consequence  of  Executive's  employment
with Bank and not  generally  known in the  financial  services  industry,  that
directly relates to Bank's business and that is detrimental to the Bank.

     11.  REASONABLENESS  OF  RESTRICTION.  Executive  has  carefully  read  and
considered  the provision of Section 9 and 10, and,  having done so, agrees that
the  restriction  set forth in this section,  including,  but to limited to, the
time period of restriction,  are fair and reasonable and are reasonably required
for the protection of Bank's interests.  In the event that,  notwithstanding the
foregoing, any of the provisions of Section 9 and 10 shall be held in be invalid
or  unenforceable,  the remaining  provision shall  nevertheless  continue to be
valid and enforceable as though the invalid or unenforceable  parts had not been
included  therein.  In the event that any provision of Section 9 and 10 relating
to the time period, the geographical  restrictions  and/or related aspects shall
be  declared  by a  court  of  competent  jurisdiction  to  exceed  the  maximum
restrictiveness the court deems reasonable and enforceable by the court shall be
the  maximum  restriction  in such  regard  and  the  restriction  shall  remain
enforceable to the fullest extent deemed reasonable by the court.

     12.  NOTICES.  Any notice to be given hereunder by either party shall be in
writing and delivered  personally or sent by certified  mail,  postage  prepaid,
return receipt requested, addressed as follows:

          If to Bank:         First Security Bank of Lexington
                              318 East Main Street
                              Lexington, Kentucky 40507
                              Attention: Chairman of the Board



          If to Executive:    R. Douglas Hutcherson
                              4514 Wolf Creek Parkway
                              Louisville, Kentucky 40241

Executive shall notify Bank of his change of address when he moves to Lexington,
Kentucky.

     13. SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and inure
to the  benefit  of Bank and the  successors  and  assigns of Bank  (whether  by
merger,  acquisition,  or consolidation).  This Agreement may not be assigned by
Executive.

     14. ENTIRE AGREEMENT.  This Agreement  contains the entire agreement of the
parties thereto with respect to the subject matter hereof and may not be amended
or modified or supplemented except in writing signed by the parties hereto.

     15. WAIVER;  SUBSEQUENT  BREACH. The failure of either Bank or Executive to
enforce any  provision of this  Agreement  shall not be construed as a waiver of
such provision or the right thereafter to enforce the same, and no waiver of any
breach shall be construed as an agreement to waive any subsequent  breach of the
same or any other provision.

     16. GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Kentucky.

     17. SECTION  HEADINGS.  The section headings  contained herein are inserted
for convenience of reference only and shall not control or affect the meaning or
construction of any of the provisions hereof.


                                  Page 89 of 96

<PAGE>


IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year first above written.

FIRST SECURITY BANCORP, INC.

/s/ Len Aldridge
-----------------------------------
BY:  Len Aldridge
TITLE:  Chairman of the Board


FIRST SECURITY BANK OF LEXINGTON, INC.

/s/ Len Aldridge
-----------------------------------
BY:  Len Aldridge
TITLE:  Chairman of the Board



/s/ R. Douglas Hutcherson
-----------------------------------
BY:  R. DOUGLAS HUTCHERSON





                                  Page 90 of 96