SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   Form 10-KSB

          _X_ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                 EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
                                DECEMBER 31, 2001

        ___ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _________

                        Commission File Number 333-33350

                          FIRST SECURITY BANCORP, INC.
                 (Name of Small Business Issuer in Its Charter)
                 ----------------------------------------------


                               Kentucky 61-1364206
      (State or Other Jurisdiction of (I.R.S. Employer Identification No.)
                         Incorporation or Organization)
 ------------------------------------ -----------------------------------------
                 318 East Main Street, Lexington, Kentucky 40507
                ----------------------------------------- ------
              (Address, of Principal Executive Offices) (Zip Code)
          Issuer's Telephone Number, Including Area Code: (859)367-3700
         --------------------------------------------------------------

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No____

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. Not Applicable

State issuer's revenues for its most recent fiscal year:  $12,760,000

State the aggregate market value of the voting stock held by non-affiliates of
the registrant on March 26, 2002: $23,300,000.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Class                                             Outstanding at March 26, 2002
---------------------------                       -----------------------------
Common Stock, no par value                                    1,456,250

Transitional Small Disclosure Format:  Yes ___     No  X
                                                      ---




                          FIRST SECURITY BANCORP, INC.

                                Table of Contents

                                     Part I

Item                                                                       Page
------                                                                    -----
1. Description of Business....................................................3

2. Description of Property...................................................14

3. Legal Proceedings.........................................................15

4. Submission of Matters to a Vote of Security Holders.......................15

Part II

5. Market for Common Equity and Related Stockholder Matters..................15

6. Management's Discussion and Analysis or Plan of Operation.................16

7. Financial Statements......................................................34

8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.........................................................56

Part III

9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a)of the Exchange Act.............................56

10. Executive Compensation...................................................59

11. Security Ownership of Certain Beneficial Owners and Management...........61

12. Certain Relationships and Related Transactions...........................63

Part IV

13. Exhibits, Lists and Reports on Form 8-K..................................63

Signatures...................................................................65

Exhibit Index................................................................67










                                  Part I

Item 1. Description of Business

General

         Substantially all of First Security Bancorp's business activities
consist of its ownership of First Security Bank of Lexington. First Security
Bank, as presently constituted, was organized in 1997. First Security Bank
actively competes on the local and regional levels with other commercial banks
and financial institutions for all types of deposits, loans and the financial
and other services which it offers. First Security Bank's general market area
consists of Fayette County, Kentucky and the surrounding counties. First
Security Bank is subject to competition not only from other banks and savings
and loan associations located in the First Security Bank service area, but from
a number of financial service entities that are competing for deposits and loans
and providing financial management services. These other entities include money
market funds, finance companies, investment banking firms, insurance companies,
pension funds and large retail organizations. Many of the banks and other
financial institutions with which First Security Bank competes have capital and
resources substantially in excess of First Security Bank's capital and
resources. See "Competition" below.

         First Security Bank is one of 18 commercial banks and thrift
institutions with offices located in Fayette County, Kentucky, which is the
Bank's primary market area. As of December 31, 2001, the Bank had total assets
of $202 million and total deposits of $169 million.

         First Security Bank engages in a wide range of commercial and personal
banking activities, including the usual acceptance of deposits for checking,
savings and time deposit accounts; extension of secured and unsecured loans to
corporations, individuals and others; issuance of letters of credit; rental of
safe deposit boxes; and financial counseling for institutions and individuals.
First Security Bank's lending services include commercial, industrial, real
estate, installment, credit cards and participation in loans with other banks.

     First  Security Bank offers  convenient  banking hours with the main office
lobby open from 9:00 a.m. to 5:00 p.m., Monday through Thursday,  from 9:00 a.m.
to 6:00 p.m. on Friday, and drive through service from 8:00 a.m.-6:00 p.m Monday
through  Friday,  and 9:00 a.m. to 12:00 p.m.  on  Saturday.  The branch  office
lobbies are open from 9:00 a.m. to 4:00 p.m., Monday through Thursday, 9:00 a.m.
to 6:00 p.m. on Friday and 9:00 a.m. to 12:00 p.m. on  Saturday.  Branch  office
drive-through  windows  are open from 8:00 a.m.  to 6:00  p.m.,  Monday  through
Friday and 9:00 a.m. to 12:00 p.m. on Saturday.
Selected Consolidated Financial Data

         The following table sets forth First Security Bancorp's selected
historical financial information for 1999, 2000 and 2001. This information
should be read in conjunction with the Consolidated Financial Statements and the
related Notes. Factors affecting the comparability of certain indicated periods
are discussed in "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION."

                                           Years Ended December 31,
                                  (dollars in thousands, except per share data)

                                        2001         2000              1999
                                        ----         ----              ----

 Income Statement Data:

Interest income                      $ 12,107     $ 9,568          $  5,387

Interest expense                        7,539       5,722             3,010

Net interest income                     4,568       3,846             2,377

Provision for loan losses                 447         425               487

Securities gains                          311

Loss on disposal of
 premises and equipment                   (95)

Other Noninterest income                  437         209               139

Noninterest expense                     3,684       2,777             2,007

Income tax expense                         68

Net income                              1,022         853                22


 Balance Sheet Data:

Total assets                         $ 202,270  $ 134,459          $ 94,515

Total securities                        32,309     13,240             4,331

Total loans, net                       150,884    105,877            77,378

Allowance for loan losses                1,538      1,221               819

Total deposits                         168,744    115,543            83,412

Repurchase agreements and other
 short-term borrowings                  12,957      1,393             2,382

FHLB advances                            2,336      1,049                -

Total shareholders' equity              16,827     15,612             8,215

 Per Share Data:

Basic earnings per share              $    .70 $      .81     $         .02

Diluted earnings per share                 .69        .79               .02

Book value                               11.55      11.03              8.22

 Performance ratios:

Return on average assets                  .62%       .74%               .03%

Return on average equity                 6.06       8.63                .27

Net interest margin                      2.91       3.48               3.45

Efficiency ratio                           71         69                 80



 Asset quality ratios:

Non-performing assets to
 total loans                             .52%        ---%              ---%

Net loan charge-offs to
 average loans                           .10         .02               ---

Allowance for loan losses               1.01        1.14              1.05
 to total loans


 Capital ratios:

Average shareholders' equity
 to average total assets               10.15%       8.66%             11.37%

Leverage ratio                          8.80       12.04               9.39

Tier 1 risk-based capital ratio        10.17       13.46              10.47

Total risk-based capital ratio         11.08       14.52              11.50

 Other key data:

 End-of-period full-time
  equivalent employees                    40          30                 22

 Number of bank offices                    4           3                  2

Business Overview

          First Security Bank conducts a general banking business and serves as
a full-service community financial institution offering a variety of products
and services. These services include the receipt of deposits, making of loans,
issuance of checks, acceptance of drafts, consumer and commercial credit
operations and mortgage lending. First Security Bank's deposit products include
basic, specialty and low-cost checking accounts and competitive savings and
certificate of deposit accounts. First Security Bank's loan products include a
variety of retail, commercial, mortgage and consumer products.

         Business Financial Services. First Security Bank offers products and
services consistent with the goal of attracting a wide variety of customers,
including small- to medium-sized business customers. First Security Bank
actively pursues business checking accounts by offering competitive rates,
telephone banking and other convenient services to its business customers. In
some cases, First Security Bank requires business customers to maintain minimum
balances. First Security Bank has also established relationships with one or
more correspondent banks and other independent financial institutions to provide
other services requested by customers, including cash management services and
loan participation where the requested loan amount exceeds the lending limits
imposed by law or by First Security Bank policies.

         Consumer Financial Services. The retail banking strategy of First
Security Bank is to offer basic banking products and services that are
attractively priced and easily understood by the customer. First Security Bank
focuses on making its products and services convenient and readily accessible to
the customer. In addition to banking during normal business hours, First
Security Bank's products and services are delivered via multiple channels,
including extended drive-through hours, ATMs, telephone, mail, and by personal
appointment. First Security Bank has four ATMs at its branch facilities and is a
member of an ATM network which has ATMs at convenience stores and/or service
stations. First Security Bank is exploring the establishment of Internet-based
services. First Security Bank also provides debit and credit card services by
contracting for such services and also offers safety deposit boxes, night
depository, direct deposits, Series EE Savings Bond redemptions, cashier's and
travelers checks and letters of credit.

         First Security Bank offers a variety of deposit accounts, including
checking accounts, regular savings accounts, NOW accounts, money market
accounts, sweep accounts, IRA accounts and certificate of deposit accounts.
Although First Security Bank offers a range of consumer and commercial deposit
accounts, it does not actively solicit (though it does accept) certificates of
deposit in principal amounts greater than $100,000.

         Lending Practices. First Security Bank makes loans to individuals and
businesses located within its market area. First Security Bank's loan portfolio
consists of commercial loans, residential and commercial mortgage loans and
personal loans. First Security Bank's legal lending limits under applicable
regulations (based on the legal lending limits of 30% and 20%, respectively, of
capital and surplus for secured and unsecured loans, respectively) are currently
approximately $5.0 million and $3.4 million, respectively.

         Commercial loans are made primarily to small- and medium-sized
businesses. These loans are secured and unsecured and are made available for
general operating inventory and accounts receivable, as well as any other
purposes considered appropriate. First Security Bank will generally look to a
borrower's business operations as the principal source of repayment, but will
also receive, when appropriate, security interests in personal property and/or
personal guarantees. In addition, the majority of commercial loans that are not
mortgage loans are secured by a lien on equipment, inventory and/or other assets
of the commercial borrower.

         Commercial lending (including commercial real estate lending) involves
more risk than residential real estate lending because loan balances are greater
and repayment is dependent upon the borrower's operations. Additional risks in
commercial lending include the following:

      o        local or national economic recession;

      o        disruption of a business management team through death, removal
               or resignation;

      o        disputes with suppliers or governmental regulators; and

      o        in the case of commercial real estate lending, loss of major
               tenants, environmental liabilities, and casualty risks.

First Security Bank attempts to minimize the risks associated with these
transactions by generally limiting its exposure to owner-operated properties of
customers with an established profitable history. In many cases, risk can be
further reduced by limiting the amount of credit to any one borrower to an
amount less than First Security Bank's legal lending limit and avoiding types of
commercial real estate financing considered risky.

         First Security Bank originates residential mortgage loans with either
fixed or variable interest rates. First Security Bank's general policy is to
place most fixed rate loans in the secondary market. This policy is subject to
review by management and may be revised as a result of changing market and
economic conditions and other factors. First Security Bank does not retain
servicing rights with respect to the secondary market residential mortgage loans
that it originates.  First Security Bank also offers home equity loans which
are secured by prior liens on the subject residence, First Security Bank thereby
generally takes a junior lien position on the subject residence.

         First Security Bank makes personal loans and lines of credit available
to consumers for various purposes, such as the purchase of automobiles, boats
and other recreational vehicles, and the making of home improvements and
personal investments. All of such loans are retained by First Security Bank.

         Consumer loans generally have shorter terms and higher interest rates
than residential mortgage loans and usually involve more credit risk than
mortgage loans because of the type and nature of the collateral. Risks
associated with both consumer and residential mortgage lending include the
following:

              o        financial instability resulting from the loss of a job;

              o        illness;

              o        bankruptcy;

              o        divorce;

              o        local or national economic recession; and

              o        decline in real estate values in central Kentucky market.

In many cases, repossessed collateral for a defaulted consumer loan will not
provide an adequate source of repayment of the outstanding loan balance because
of depreciation of the underlying collateral. First Security Bank underwrites
its loans carefully, with a strong emphasis on the amount of the down payment,
credit quality and history, employment stability and monthly income. These loans
are expected generally to be repaid on a monthly repayment schedule with the
payment amount tied to the borrower's periodic income. The generally higher
yields earned on consumer loans help compensate for the increased credit risk
associated with such loans and that consumer loans are important to First
Security Bank's efforts to serve the credit needs of its customer base.

         Although First Security Bank takes a progressive and competitive
approach to lending, it stresses high quality in its loans. First Security Bank
is subject to written loan policies that contain general lending guidelines and
are subject to periodic review and revision by the First Security Bank Board of
Directors Loan Policy Committee. These policies concern loan administration,
documentation, approval and reporting requirements for various types of loans.

         First Security Bank seeks to make sound loans while recognizing that
lending money involves a degree of business risk. First Security Bank's loan
policies are designed to assist it in managing the business risk involved in
making loans. These policies provide a general framework for First Security
Bank's loan operations while recognizing that not all risk activities and
procedures can be anticipated. First Security Bank's loan policies instruct
lending personnel to use care and prudent decision-making and to seek the
guidance of the Chief Credit Officer or the President and Chief Executive
Officer of First Security Bank where appropriate.

         The loan policies address loan portfolio diversification and prudent
underwriting standards, loan administration procedures, and documentation,
approval and reporting requirements in light of First Security Bank's basic
objectives of:

      o        granting loans on a sound and collectible basis;

      o        investing First Security Bank funds profitably for the benefit
                of  shareholders and securely for the benefit of depositors; and

      o        serving the credit needs of the Lexington-Fayette County market.

         Such policies provide that:

      o        individual officers of  First Security Bank have personal lending
               authority within varied ranges;

      o        credits in excess of an officer's lending authority but not in
               excess of $500,000 require the approval of First Security Bank's
               executive officers; and

      o        credits in excess of $500,000 require the approval of the First
               Security Bank Board of Directors Loan Policy Committee.




         First Security Bank's loan policies provide general guidelines for
loan-to-value ratios that restrict the size of loans to a maximum percentage of
the value of the collateral securing the loans, which percentage varies by the
type of collateral, including the following loan-to-value ratios:

                           o        raw land (65%);

                           o        improved residential real estate lots (80%);

                           o        commercial real estate (80%); and

                           o        residences (90%).

         Regulatory and supervisory loan-to-value limits are established by the
Federal Deposit Insurance Corporation Improvement Act of 1991. First Security
Bank's internal loan-to-value limitations will follow these limits and will
often be more restrictive than those required by the regulators. Loans made in
excess of established supervisory ratios are periodically reported to the Board
of Directors.

         First Security Bank's loan policies generally include other
underwriting guidelines for loans secured by liens on real estate. These
underwriting standards are designed to determine the maximum loan amount that a
borrower has the capacity to repay based upon the type of collateral securing
the loan and the borrower's income. Typically the borrower would be expected to
have annual cash flow of 1.25 times required debt service. In addition, the loan
policies require that First Security Bank obtain a written appraisal by a state
certified appraiser for loans secured by real estate in excess of $250,000,
subject to limited exceptions. The appraiser must be selected by First Security
Bank and must be independent and licensed or state certified. First Security
Bank may elect to conduct an in-house real estate evaluation for loans not
exceeding $50,000. First Security Bank's loan policies also include maximum
amortization schedules and loan terms for each category of loans secured by
liens on real estate. Loans secured by commercial real estate are generally
subject to a maximum term of 5 years and a maximum amortization schedule of 25
years. Loans secured by residential real estate with variable interest rates
will have a maximum term and amortization schedule of 30 years. Except for three
or five-year fixed rate residential mortgage loans, First Security Bank places
in the secondary market all of its residential fixed-rate mortgage loans,
thereby reducing its interest rate risk and credit risk. Loans secured by vacant
land are generally subject to a maximum term of 3 years and a maximum
amortization schedule of 10 years.

     First Security Bank's loan policies also establish guidelines on the
aggregate amount of loans to any one borrower, providing as a guideline that no
loan shall be granted where the aggregate liability of the borrower to First
Security Bank will exceed $2.5 million on an unsecured basis or $4.0 million on
a secured basis. This internal lending limit is subject to review and revision
by the First Security Bank Board of Directors Loan Policy Committee from time to
time.

         In addition, First Security Bank's loan policies provide guidelines
for:

      o        personal guarantees;

      o        environmental policy review;

      o        loans to employees, executive officers and directors;

      o        problem loan identification;

      o        maintenance of a loan loss reserve; and

      o        other matters relating to First Security Bank's lending practices

         Investments. First Security Bank first strives to meet the credit needs
of its community through making loans. Loan demand takes preference on
investable funds up to an acceptable loan-to-deposit ratio, as periodically
determined by the board of directors. Loan and investment opportunities are
fully explored, and those offering the greatest return considering liquidity
risk, and community requirements, will be given priority. First Security Bank's
investment policy specifies that the overall portfolio objective is to maximize
the long term total rate of return through active management of portfolio
holdings, consistent with asset/liability, liquidity, tax equivalent yield,
maturity and pledging guidelines. Permissible investments include debt
instruments such as U.S. government securities, government sponsored agencies,
municipal bonds, banker's acceptances, commercial paper, domestic certificates
of deposit which are FDIC insured, mortgage-backed securities and collateralized
mortgage obligations, and small business administration (SBA) pools.
Participation in the federal funds market with other depository institutions is
permitted. Investment in equity securities is very limited and only done in
exceptional circumstances. All investments are made in accordance with
investment policy guidelines governing acceptable yields, maturities, investment
selection and evaluation, and unsuitable investment practices.

         Real estate acquired by First Security Bank in satisfaction of or in
foreclosure upon loans may be held, subject to a determination by a majority of
its board of directors as to the advisability of retaining the property, for a
period not to exceed sixty months after the date of acquisition or such longer
period as the appropriate regulators may approve. Investment in real estate,
including furniture and fixtures, is also permitted as it is necessary for the
convenient transaction of the bank's business. Real estate investments are
subject to regulatory limitations.

     Financial  Planning.  First  Security Bank has made  arrangements  to offer
financial planning, investment and insurance services through a subsidiary under
the name First Security Capital  Management.  First Security Capital  Management
will offer these services jointly with an estsablished third party provider from
the  Lexington  market.  The objective of offering  these  products and services
would be to generate fee income and strengthen relationships with First Security
Bank customers.

         Trust Services. First Security Bank does not have trust powers, but
expects to explore establishing a relationship with a third-party provider for
administrative trust services.


Data Management and Other Services

         Rather than expending the large sums required to conduct the data
management function directly, First Security Bank has entered into an agreement
with BSC, Inc. BSC provides, among other things, on-line facilities, daily
financial report preparation, loan and deposit data processing and customer
account statement preparation pursuant to an agreement with a remaining term of
fifteen months. The fees under the BSC contract are currently $8,000 per month.

         Using BSC for these services is a more cost efficient alternative than
hiring the personnel and purchasing the equipment required to perform such
services in-house. In addition, First Security Bank has attempted to develop and
maintain strong correspondent banking relationships that enable it to purchase
other services such as check collection, purchase and sale of federal funds,
wire transfer services and customer credit services, including selling
participation in loans which would otherwise exceed First Security Bank's legal
lending limits.

Personnel and Benefits

         The operations of First Security Bank are staffed with forty-four (44)
employees, including eight(8) part-time employees. The current staffing is
categorized as follows:

                           Management

                           Chairman, President and Chief Executive Officer
                           Executive Vice-President and Chief Credit Officer
                           First Vice-President and Chief Financial Officer
                           Executive Administrator and Human Resources Officer
                           Assistant Vice-President and Assistant Controller

                           Retail Operations

                           Four Branch Managers
                           Twenty-one Tellers/New Accounts Staff
                           One Marketing/Business Deposit Representative
                           Information Systems Analyst
                           Operations Officer

                           Lending

                           Consumer/Installment/Mortgage Lender
                             Two Commercial Lenders
                           New Business Development Officer
                            Senior Loan Administrator
                           Six Loan Support Employees

Management considers employee relations to be good. None of First Security
Bank's employees are covered by a collective bargaining agreement.

Competition

         The banking business in the Lexington-Fayette County market area is
highly competitive. Competition exists between state and national banks for
deposits, loans and other banking services. First Security Bank is required to
compete with numerous well-established financial institutions with vastly
greater financial and human resources than those available to it.

         First Security Bank's market area has experienced substantial
consolidation in recent years within the banking industry. Many of the area's
locally owned or locally managed financial institutions have either been
acquired by large regional bank holding companies or have been consolidated into
branches. This consolidation has been accompanied by fee changes, branch
closings, the dissolution of local boards of directors, management and branch
personnel changes and, in the judgment of many, a decline in the level of
personalized customer service. With recent changes in interstate banking
regulations, this type of consolidation is expected to continue.

         There are 15 commercial banks operating 85 offices in Fayette County as
well as 3 federal savings banks operating five offices, eleven credit unions and
several small loan companies. The following table (adapted from information
provided in the Federal Deposit Insurance Corporation Summary of Deposits) sets
forth information respecting the bank financial institutions with offices in
Fayette County, and the deposits (in millions) attributable to such offices, as
of June 30, 2001:

                                                 June 30, 2001       Number of
      Institution                                  Deposits           Offices

     Bank of the Bluegrass and Trust Company       $   91                  1
     Bank One, Kentucky, N.A.                       1,033                 14
     Central Bank & Trust Co.                         609                 12
     Fifth Third Bank, Kentucky, Inc.                 355                  9
     First Southern National Bank                      27                  1
     National City Bank of Kentucky                   317                 13
     Community Trust Bank, N.A.                        59                  4
     PNC Bank of Kentucky                             108                  4
     Republic Bank and Trust Co.                      121                  4
     Vine Street Trust Co.                             72                  3
     Whitaker Bank, N.A.                              108                  7
     Traditional Bank of Kentucky, Inc.                75                  2
     Firstar Bank, N.A.                               122                  6
     First Security Bank                              132                  3
     Integra Bank, N.A.                                13                  2
                                                    -----                  -
                                                   $3,242                 85


                                   Market Area

         First Security Bank concentrates the majority of its marketing efforts
in the Lexington-Fayette County area. Fayette County is located in central
Kentucky, approximately 75 miles east of Louisville and approximately 85 miles
south of Cincinnati.

         Lexington is the center of a seven-county metropolitan area that has
experienced rapid growth over the past 15 years. Based upon the most recent
information from the U.S. Bureau of Census, the population of Lexington and
surrounding Fayette county grew by 15.6% to 260,512 in the 1990's. The state
population grew by 9.79% to 4,041,769 residents. Unemployment levels in the
Lexington Metropolitan Statistical Area (MSA) and Fayette County have remained
historically low. October 2001 unemployment rates were 3.22 for the Lexington
MSA and 2.9% for Fayette County. The U.S. Census Bureau places Fayette County
mean household income at $49,295 versus $31,730 for the Commonwealth of
Kentucky.

         Lexington is the financial, educational, retail, health care, service,
and cultural center of the Bluegrass region in central Kentucky and most of
eastern Kentucky. The healthy economy of Lexington and the surrounding counties
is due in large part to its diversification of employment opportunities. The
MSA's largest employment sector, the services industry, accounts for only 28.5%
of total non-agricultural jobs. Most of the remaining employment is dispersed
among government, retail trade, manufacturing, and construction. Because of the
diverse opportunities, Lexington's unemployment rate (currently at 1.8%) is
typically lower than the rest of the nation. The University of Kentucky, Toyota,
and Lexmark International are among the area's largest employers. Other
employment opportunities include equine-related businesses, health care,
tobacco, retail and services. The following is a list of 15 of the larger
employers in the Lexington MSA:

                         Major Employers - Lexington MSA

                               Company Employees
                  --------------------------------------------
                         University of Kentucky    10,562
                         Toyota Motor Mfg. USA      7,900
                         Lexmark International      6,000
                         Fayette Co. Public Schools 4,906
                         University of Ky. Hospital 3,100
                         Lex-Fayette Urban Co. Gov't2,597
                         Central Baptist Hospital   2,400
                         St. Joseph Hospital        2,000
                         Kentucky Utilities         1,780
                         Eastern Ky. University     1,750
                         Veterans Medical Center    1,500
                         Johnson Controls           1,500
                         The Trane Co.              1,489
                         OSRAM Sylvania             1,355
                         Dillards                   1,350

Item 2.  Description of Property
         In September, 2001, First Security moved its downtown offices to
318-320 East Main Street. The new main office facility was purchased in December
2000 at an initial cost of $3.5 million, and an additional investment of $1.2
million was incurred for capital improvements. The new location offers
drive-throuhg service and an ATM, not found in the former main office facility.
The building features innovative interior design and technological advancements.

         First Security Bank has three branch offices located at 2100 Southview
Drive, 3616 Walden Drive, and 3750 Palomar Centre Drive, all in Lexington. The
Southview Drive facility has been leased, as is the land for the other two
branch locations.

         First Security Bank's Southview Drive branch office is leased for an
initial term of five years (beginning November 1, 1997), with First Security
Bank having options to extend said lease for three additional terms of five
years each. During the initial term of this lease, First Security Bank is
obligated to make annual rental payments of $46,000, and this rental obligation
would increase in any lease extension period based upon increases in the
consumer price index.

         The Walden Drive branch office is located on land leased for an initial
term of five years, with First Security Bank holding options to extend the lease
for five additional terms of five years each. Under this lease First Security
Bank will pay annual rent ranging from $55,000, $60,000 and $68,000 during the
first, second and third through fifth years of the lease, to $109,515 in the
last of the lease extension periods.

         The Palomar Centre Drive office is located on land leased for an
initial term of twenty years, with First Security Bank holding an option to
extend the lease for one additional term of twenty years. Under this lease First
Security will pay annual rents of $67,200 during the initial twenty one month
period, with bi-annual adjustments of $2,400 until the end of the lease.

Item 3. Legal Proceedings
         In the opinion of management, there is no proceeding pending or, to the
knowledge of management, threatened, in which an adverse decision could result
in a material adverse change in the consolidated financial condition or results
of operations of First Security Bancorp. To the knowledge of management, no
proceedings have been or are contemplated by or against any governmental
authority in connection with First Security Bank.

Item 4. Submission of Matters to a Vote of Security Holders
         No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended December 31, 2001.

                                     Part II

Item 5. Market for Common Equity and Related Stockholder Matters The common
     shares of First Security Bancorp are not traded on any listed
stock exchange. The shares are traded in the over-the-counter market under the
symbol "FSLK", on an order-match agency basis, whereby buyers and sellers of the
stock execute transactions on a no spread basis. No bid or asked prices are
quoted. Trading volume in common stock is considered light and the stock is
thinly traded. As of December 31, 2001, there were 1,456,250 shares of common
stock outstanding and beneficially held by approximately 529 shareholders.

         The following represents the reported prices (as well as the total
trading volume) for which shares of First Security Bancorp common stock have
been exchanged since May 31, 2000 on a per share basis, and prior to such date
the prices for which shares of First Security Bank common stock were exchanged
since the formation of First Security Bank (on a per share basis with such
prices [and trading volume numbers] having been adjusted to reflect the two for
one exchange of First Security Bancorp common stock for First Security Bank
common stock when First Security Bancorp acquired First Security Bank):

                                   Price Per Share            No. of Shares
                                                           Traded During Period
                                 High          Low

     1997         4th Quarter    10.00        10.00                 800

     1998         1st Quarter    11.50        10.00              11,000
                  2nd Quarter    12.50        10.00               7,600
                  3rd Quarter    13.00        11.875              7,600
                  4th Quarter    13.50        12.50               4,600

     1999         1st Quarter    13.00        12.50              18,400
                  2nd Quarter    13.50        12.00              68,400
                  3rd Quarter    13.375       12.75              79,800
                  4th Quarter    13.00        10.50               4,200

     2000         1st Quarter    14.50        13.25              34,200
                  2nd Quarter    15.50        14.25               9,300
                  3rd Quarter    16.00        16.00                 400
                  4th Quarter    16.25        15.10               2,000

     2001         1st Quarter    17.00        14.00              14,300
                  2nd Quarter    16.50        14.25               1,900
                  3rd Quarter    17.00        15.00               8,100
                  4th Quarter    16.00        15.00               9,100

              These price quotations are derived from data furnished by the
     National Association of Securities Dealers and, accordingly, the accuracy
     or reliability of such price quotations cannot be guaranteed. Some trades
     may occur which are not reported by the NASD. Since there is no established
     public trading market for First Security Bancorp common stock, there can be
     no assurance that the price information set forth above is representative
     of prices which could be obtained from sales of First Security Bancorp
     common stock in established open market transactions.

 Item 6. Management's Discussion and Analysis or Plan of Operation

     This discussion includes forward-looking statements within the meaning of
     Section 27A of the Securities Act of 1933, as amended, that involve
     inherent risks and uncertainties. A number of important factors could cause
     actual results to differ materially from those in the forward-looking
     statements. Those factors include the economic environment, competition,
     products and pricing in geographic and business areas in which First
     Security Bancorp operates, prevailing interest rates, changes in government
     regulations and policies affecting financial service companies, credit
     quality and credit risk management, changes in the banking industry
     including the effects of consolidation resulting from possible mergers of
     financial institutions, acquisitions and integration of acquired
     businesses. First Security Bancorp undertakes no obligation to release
     revisions to these forward-looking statements or reflect events or
     circumstances after the date of this report.

              The data presented in the following pages should be read in
     conjunction with the audited Consolidated Financial Statements on pages ___
     to ___ of this report.

Overview

         The mission of First Security Bank is to firmly establish itself in
Lexington, Kentucky as a full-service bank providing traditional products and
services typically offered by commercial banks. The Lexington banking market is
highly competitive with 18 commercial banks and thrift institutions currently
serving the market. Most of the banks in Lexington are part of larger bank
holding companies headquartered outside of the Lexington/Fayette County market
and Kentucky. Promoting local management has proven effective for First Security
Bank in attracting customers, fostering loyalty and establishing and maintaining
strong asset quality.

         In order to support continued growth, First Security Bancorp, made an
offering of common stock that commenced on September 29, 2000 at a price of
$16.00 per share. First Security Bancorp sold 414,778 shares through December
31, 2000 and an additional 41,472 shares were sold in January, 2001, for total
gross proceeds of $7.3 million ($6.9 million net of direct costs of issuance).

Results of Operations

         The operating results of First Security Bancorp substantially depend on
net interest income, which is the difference between interest income on
interest-earning assets, primarily loans and investment securities, and interest
expense on interest-bearing liabilities, primarily deposits. Net income or loss
is also affected by the amount of the provision for loan loss and other income
and operating expenses.

         Net income for 2001 increased to $1,022,000 as compared to $853,000 in
2000. Return on Equity was 6.06% for 2001 versus 8.63% for 2000. Return on
Assets was .62% versus .74% for the same periods, respectively. Earning assets
increased from $105.9 million as of December 31, 2000 to $188.1 million as of
December 31, 2001. Investment securities increased from $13.2 million as of
December 31, 2000 to $32.3 million as of December 31, 2001. Funding earning
asset growth were deposit increases of $53.2 million, from $115.5 million as of
December 31, 2000 to $168.7 million as of December 31, 2001, and increases in
customer repurchase agreements of $11.6 million from $1.4 million to $13.0
million for the same period, respectively. First Security Bancorp began
recording federal income tax expense for the first time during 2001. The amount
of the tax provision made was $68,000 and therefore, net income for the year is
not comparable on the same basis with prior years.

In December, 2000 First Security Bank purchased a former banking facility at
318-320 East Main Street in downtown Lexington for $3.5 million to replace its
main office. First Security Bank moved its downtown offices to the new facility
in September, 2001. The new location features drive-through windows, an ATM and
innovative interior design features. A total of $1.2 million was invested on the
new facility in addition to its purchase price. A fourth location was also
opened during the fourth quarter of 2001. A building was purchased and was
opened for this purpose at a total cost of $906,000. The land for this facility
will be leased for $5,600 per month. Growth in net income and book value per
share will be negatively impacted until the growth in earnings resulting from
these new locations covers the additional costs. First Security Bancorp believes
however, that the potential longer term benefits, including prospects for new
loan and deposit growth, outweigh the potential near term costs.

Net Interest Income

First Security Bancorp's principal source of revenue is net interest income. Net
interest income is the difference between interest income on interest-earning
assets, such as loans and securities, and the interest expense on liabilities
used to fund those assets, such as interest-bearing deposits and borrowings. Net
interest income is impacted by both changes in the amount and composition of
interest-earning assets and interest-bearing liabilities as well as market
interest rates.

The change in net interest income is typically measured by changes in net
interest spread and net interest margin. Net interest spread is the difference
between the average yield on interest-earning assets and the average cost of
interest-bearing liabilities. Net interest margin is determined by dividing net
interest income by interest-earning assets.

Net interest income increased from $3.8 million in 2000 to $4.6 million in 2001.
However, the spread decreased from 2.76% to 2.32% and the margin decreased from
3.48% to 2.91%. The increases in net interest income resulted from more growth
in the volume of interest-earning assets than in the volume of interest- bearing
liabilities. The decreases in spread and margin were caused by the repricing of
rate sensitive assets faster than rate sensitive liabilities, exacerbated by an
extreme decline in the general level of interest rates during 2001.

         In order to improve net interest margin going forward, First Security
Bank has deployed available funding by investing in investments such as mortgage
backed securities and federally tax exempt municipal bonds, and in response to
market conditions have lowered interest-bearing deposit rates. Such actions are
expected to have a positive impact on future earnings, improving both spread and
margin.

The following table provides detailed information about average balances,
interest income/expense, and rates by major balance sheet category:

                        AVERAGE BALANCE SHEETS AND RATES
                          Year ended December 31, 2001
                             (dollars in thousands)

                                   Average                              Average
                                   Balance           Interest             Rate

     ASSETS
     Interest-earning
     assets:
     Securities                    $21,950             $1,256             5.72%

     Other depository                  198                 11             5.55
     Institutions

     Loans (1)

     Commercial                     35,058              2,751             7.85

     Real estate commercial         66,543              5,440             8.18

     Real estate                    15,846              1,465             9.25
     residential

     Consumer                       11,743                962             8.19
                                   --------              ----             ----

     TOTAL                        $129,190            $10,618             8.22%

     Federal funds sold              5,400                222             4.11
                                     -----                ---            ----

     Total                        $156,738            $12,107            7.74%
     interest-earning
     assets

     Allowance for loan             (1,401)
     losses

     Noninterest-earning
     Assets:

     Premises and equipment          6,151

     Cash and due from               3,129
     banks

     Interest receivable             1,352
     and other assets                -----

     Total Assets                 $165,969
                                  ========

LIABILITIES AND STOCKHOLDERS' EQUITY

     Interest-bearing liabilities:

     Deposits

     Interest-bearing

     Demand deposits               $15,107              $409             2.71%

     Savings deposits               14,805               528             3.57

     Time deposits                 101,141             6,313             6.24
                                 ---------            ------           ------

     Total interest-bearing
     deposits                      131,053             7,250             5.53

     Borrowed funds                  8,042              2 89             3.59
                                  --------             -----           ------

     Total interest-bearing
       liabilities                 139,095             7,539             5.42

     Noninterest-bearing liabilities:

     Noninterest-bearing
     demand deposits                 8,997


     Interest payable and            1,026
     other liabilities

     Stockholders' equity           16,851
                                     -----

     Total Liabilities            $165,969
     and Stockholders'            ========
     Equity

     Net interest income and interest                 $4,568            2.32%
     rate spread

     Net interest margin                                                2.91%


                        AVERAGE BALANCE SHEETS AND RATES
                            Years ended December 31,
                                      2000                          1999

                             (dollars in thousands)
<TABLE>
     <S>                              <C>         <C>           <C>             <C>          <C>         <C>

                                      Average                  Average            Average                Average
     ASSETS                           Balance     Interest     Rate               Balance      Interest    Rate

     Interest-earning assets:

     Securities                        $6,918       $432        6.24%            $3,813        $206      5.40%
     Loans (1)

     Commercial                        29,532      2,752        9.32             20,526       1,734      8.45

     Real estate commercial            45,429      3,964        8.73             23,921       2,036      8.51

     Real estate residential            9,938        907        9.13              5,744         470      8.18

     Consumer                           9,694        939        9.69              5,943         494      8.31
                                         ----      -----                          -----        ----
     TOTAL                            $94,593     $8,562        9.05            $56,134      $4,734      8.43

Federal funds sold                      8,946        574        6.42              9,040         447      4.94
                                        -----      -----                         ------        ----
     Total interest-earnings assets  $110,457     $9,568        8.66%           $68,987      $5,387      7.81%

     Allowance for loan losses         (1,014)                                     (579)

     Noninterest-earning assets:

     Premises and equipment             1,304                                       805

     Cash and due from banks            2,512                                     1,789

     Interest receivable and other
      assets                              847                                       480
                                       ------                                     -----
    TOTAL ASSETS                     $114,106                                   $71,482
                                       ======                                    ======




                                    LIABILITIES AND STOCKHOLDERS' EQUITY

     Interest-bearing liabilities:

     Deposits

     Interest-bearing

     Demand deposits                  $16,217       $721       4.45%            $15,160        $661      4.36%

    Savings deposits                    9,754        507       5.20               3,476         136      3.91

     Time deposits                     69,650      4,407       6.33              40,220       2,198      5.47
                                       ------      -----                         ------       -----
     Total interest-bearing deposits   95,621      5,635       5.89              58,856       2,995      5.09


     Borrowed funds                     1,324         87       6.57                 309          15      4.91
                                         ----       ----                           ----        ----
     Total interest-bea                96,945      5,722       5.90%             59,165       3,010      5.09%
     liabilities

     Noninterest-bearing liabilities:

     Noninterest-bearing                6,615                                     3,837
     demand deposits

     Interest payable and                 661                                       351
     other liabilities

     Stockholders' equity               9,885                                     8,129
                                        -----                                     -----
     Total Liabilities and
     Stockholders' Equity            $114,106                                   $71,482
                                       ======                                    ======

     Net interest income and
     interest rate spread                          $3,846      2.76%                          $2,377     2.72%

     Net interest margin                                       3.48%                                     3.45%

</TABLE>



(1) Non-accrual loans (if any) are included in average loan balances and loan
fees received are included in interest income. Loan fees were $615,000,
$428,000, and $246,000 for 2001, 2000, and 1999, respectively.

         The following table depicts the dollar effect of volume and rate
changes from December 31, 2000 to December 31, 2001. Changes not specifically
attributable to volume or rate were allocated proportionately between rate and
volume using absolute values of each for a basis for the allocation:

VOLUME/RATE ANALYSIS
                                        2001 Compared to 2000
                                     Increase (Decrease) Due to

                                       Volume          Rate          Total

     December 31,                                 (in thousands)

     Interest Income

       Securities                        $863        $   (39)           $824

       Other depository institutions       11              -              11

       Loans                            2,901           (845)          2,056

       Federal funds sold                (185)          (167)           (352)
                                        ------         ------           -----
       Total interest income            3,590         (1,051)          2,539

     Interest expense

       Interest-bearing demand deposits   (46)          (266)           (312)

       Savings deposits                   211           (190)             21

       Time deposits                    1,966            (60)          1,906

       Borrowed funds                     258            (56)            202
                                       ------          ------         ------
       Total interest expense           2,389           (572)          1,817
                                       ------          ------          -----
     Net interest income               $1,201          $(479)           $722
                                       ======          ======         ======

VOLUME/RATE ANALYSIS
                                                2000 Compared to 1999
                                              Increase (Decrease) Due to
                                       Volume           Rate             Total
                                                   (in thousands)
December 31,
Interest Income
  Securities                            $ 190           $ 36           $  226
  Loans                                 3,458            370            3,828
  Federal funds sold                       (5)           132              127
                                      --------       -------         --------
  Total interest income                 3,643            538            4,181
Interest expense
  Interest-bearing demand deposits         47             13               60
  Savings deposits                        314             57              371
  Time deposits                         1,819            390            2,209
  Borrowed Funds                           65              7               72
                                       ------         ------           ------
  Total interest expense                2,245            467            2,712
                                       ------         ------           ------
Net interest income                    $1,398         $   71          $ 1,469
                                       ======         ======           ======

Noninterest Income and Expense

Other noninterest income increased $228,000 from $209,000 in 2000 to $437,000 in
2001. Components of other noninterest income include service charges and fees on
deposit accounts, and other fees, and increased commensurate with our growth in
the underlying products. Total noninterest income for 2001 also included
securities gains of $311,000 realized from the sale of a number of investments
in order to reinvest as previously discussed and to a lesser degree, for
liquidity. Gains of this nature are normally infrequent and irregular in amount,
and are not anticipated to regularly increase earnings in significant amounts
such as these going forward. Noninterest income for the year ending December 31,
2001 also included the loss on sale of land of $17,000 and $78,000 for the
write-off of leasehold improvements on the former main office facility.
Management anticipates that service charge income on deposit accounts will
continue to grow commensurate with First Security Bank's deposit base and as a
result of the introduction of a new checking product.

Total noninterest expense increased $900,000 from $2.8 million in 2000 to $3.7
million in 2001. The primary components of noninterest expense are salaries and
benefits and costs associated with occupancy and equipment.

Salaries and benefits were $1.4 million in 2000, increasing $500,000 to $1.9
million in 2001. The number of full time equivalent employees increased from 30
at December 31, 2000 to 40 at December 31, 2001. Staffing levels increased as a
result of the addition of a fourth branch office in the fourth quarter of 2001,
and the relocation to the new main office facility, which offers expanded
customer services.

Occupancy  and equipment  expenses  (net of rental  income -$105,000 in 2001 and
$13,000 in 2000)  increased  $116,000 from $341,000 in 2000 to $457,000 in 2001.
The increase in these expenses  resulted  primarily from operating  costs of the
fourth branch office and costs associated with preparing the main office for its
opening.

Advertising expense increased by $64,000 from $98,000 in 2000 to $162,000 in
2001. Additional advertising expense was incurred in connection with the opening
of new offices and the relocation of the First Security Bank's main office. Data
processing expenses increased by $54,000 from $143,000 in 2000 to $197,000 in
2001. The increased data processing expenses resulted primarily from increases
in deposit and loan volumes, and the introduction of new products and services.
Professional fees decreased from $195,000 in 2000 to $151,000 in 2001 due to the
additional costs incurred in 2000 as a result of forming a holding company and
becoming a publicly traded company.

In the third quarter of 2001, First Security Bancorp began recording federal
income tax expense, which for the year totaled $68,000. Income tax expense was
not previously recorded due to both historical accumulated losses and concern
about First Security's ability to utilize certain deferred tax assets. Going
forward, income tax expense will continue to be recorded at approximately 34% of
taxable pre-tax income. See Note 9 to the Consolidated Financial Statements.

Financial Condition

         Total assets increased 50.4% from $134.5 million at December 31, 2000
to $202.3 million at December 31, 2001. The increase is primarily the result of
a 42.5% increase in net loans from $105.9 million to $150.9 million and to a
lesser extent the increase in securities available for sale from $13.2 million
to $32.3 million. The growth in assets was funded by a 46.1% increase in
deposits from $115.5 million at December 31, 2000 to $168.7 million at December
31, 2001. To a lesser extent, growth in assets was also funded by an increase in
customer repurchase agreements from $1.4 million to $13.0 million.



Loans

     Net loans  increased  $45.0  million or 42.5%  from  December  31,  2000 to
December 31, 2001.  The majority of the increase in 2001 was in commercial  real
estate  loans and, to a lesser  extent,  residential  loans.  As of December 31,
2001,  approximately 78% of First Security Bank's loan portfolio was in loans to
commercial businesses and commercial real estate borrowers as compared to 79% in
2000.

         First Security Bank anticipates attracting new commercial and
commercial real estate borrowers, but desires increased penetration in the
consumer loan market and believes that planned additional locations will build
new consumer relationships. Loans within the consumer sector of the portfolio
increased $10.6 million from $22.7 million in 2000 to $33.3 million in 2001, or
46.7%. The loan portfolio is primarily to customers within the Fayette County
area.

     Approximately  92% of First Security  Bank's loans mature or reprice within
five years or less. Residential (1-4 family) real estate loans held in the First
Security Bank  portfolio  typically  amortize up to thirty years,  but mature or
reprice in five years or less.  On March 15, 2002,  First  Security Bank entered
into a definite agreement to  acquire  certain  assets of First  Mortgage
Company,  Inc. in  Lexington,  Kentucky.  First  Mortgage  originates  fixed and
variable rate mortgage loans for sale in the secondary market. This will provide
a new  venue  for  mortgage  products,  enhancing  the  bank's  presence  in the
Lexington market. (See Note 18 - to the Consolidated Financial Statements.)

         First Security Bank seeks to maintain a high quality of assets through
conservative underwriting and sound lending practices and, as a result, First
Security Bank has experienced low delinquency and defaults since opening in
1997. In addition, First Security Bank had no real estate owned by means of
foreclosure during the same period.

         In an effort to maintain the quality of the loan portfolio, First
Security Bank seeks to minimize higher risk types of lending. To the extent
risks are identified, additional precautions are taken in order to reduce risk
of loss. Commercial loans entail certain additional risks because repayment of
such loans is usually dependent upon the successful operation of the commercial
enterprise, which in turn is subject to conditions in the economy. Commercial
loans are generally riskier than residential real estate loans because they are
typically underwritten on the basis of the ability to repay from the cash flow
of a business rather than on the ability of the borrower or any guarantor to
repay. Furthermore, the collateral underlying commercial loans may be subject to
greater fluctuations in market value over time than residential real estate, and
may fluctuate in value based on the success of the business.

         While there is no assurance that First Security Bank will not suffer
losses on its' commercial loans or its' commercial real estate loans, First
Security Bank has attempted to reduce the risks associated with these loans by
lending to owner-occupied projects where the borrower has demonstrated that its'
business will generate sufficient cash flow to repay the loan. As a result,
First Security Bank primarily enters into agreements with individuals who are
familiar to its' personnel, are residents of its' primary market area, and are
believed to be creditworthy.

         First Security Bank's Board of Directors and Senior Management have
also placed emphasis on loan review and underwriting procedures. Management has
established an independent risk rating and review process with the objective of
quickly identifying, evaluating and initiating necessary corrective action for
commercial and commercial real estate loans. The goal of the risk rating process
is to develop a "watch list" of substandard and non-performing loans as early as
possible. These components of risk management are integral elements of First
Security Bank's loan program which have contributed to the loan portfolio's
performance to date. Nonetheless, First Security Bank maintains a cautious
outlook in attempting to anticipate the potential effects of uncertain economic
conditions (both locally and nationally).

LOANS

December 31,                          2001           2000               1999
                                                (in thousands)

Commercial                          $33,969       $ 31,257            $26,596

Real Estate - Commercial             85,178         53,058             35,855

Real Estate - Residential            19,749         11,663              7,450

Consumer                             13,526         11,120              8,296
                                    --------        ------             ------
Total                              $152,422       $107,098            $78,197
                                    =======         ======             ======

SELECTED LOAN DISTRIBUTION
                                                  As of December 31, 2001
                                                        (in thousands)

                                                            Over One      Over
                                     Total     OneYear or  Through Five   Five
                                                 Less        Years        Years

Fixed rate maturities              $111,483   $ 15,651       $83,946    $11,886

Variable rate repricing frequency    40,939     39,248         1,691         --
                                    -------     ------        ------     ------

Total                              $152,422    $54,899       $85,637    $11,886
                                    =======     ======        ======      =====

Allowance for Loan Losses and Asset Quality

         The allowance for loan losses is regularly evaluated by Management and
reported quarterly to the Board of Directors, who maintain the allowance for
loan losses at a level believed to be sufficient for probable losses in the
portfolio at a point in time. Management's allowance for loan loss estimate
consists of specific and general reserve allocations as influenced by various
factors. Such factors include changes in lending policies and procedures;
underwriting standards; collection, charge-off and recovery history; changes in
national and local economic and business conditions and developments; changes in
the characteristics of the portfolio; ability and depth of lending management
and staff; changes in the trend of the volume and severity of past due,
non-accrual and classified loans; troubled debt restructuring and other loan
modifications; and results of regulatory examinations.

         To evaluate the loan portfolio, Management has also established loan
grading procedures. These procedures establish a grade for each loan upon
origination which is periodically reassessed throughout the term of the loan.
Grading categories include prime, good, satisfactory, fair, watch, substandard,
doubtful, and loss. Specific reserve allocations are calculated for individual
loans having been graded watch or worse based on the specific collectability of
each loan. Loans graded watch or worse also include loans severely past-due and
those not accruing interest. Loss estimates are assigned to each loan, which
results in a portion of the allowance for loan losses to be specifically
allocated to that loan.

     The general reserve allocation is computed by loan category reduced by
loans with specific reserve allocations, loans fully secured by certificates of
deposit with First Security Bank and accounts receivable financing with
established reserve accounts. Loss factors are applied to each category for
which the cumulative product represents the general reserve. These loss factors
are typically developed over time using actual loss experience adjusted for the
various factors discussed above. As First Security Bank is a recently organized
bank, its' historical loss experience is less reliable as a future predictor of
probable losses than that of a bank with a mature loss history. Until First
Security Bank's own experience becomes fully developed, these factors will be
computed utilizing local and Kentucky peer data from the Uniform Bank
Performance Reports which is believed to be representative of First Security
Bank's loan customer base and is therefore a reasonable predictor of inherent
losses in the portfolio.

         The allocation of the allowance for loan losses is derived from the sum
of specific and general reserve estimates by loan type as discussed above.
Comparing the loan portfolio categories to the resultant allowance for loan loss
estimates, commercial loans (other than real estate) and consumer loans are
disproportionate to loan categories secured by real estate. This results from
higher loss factors assigned to these categories which were based on the peer
data and the various factors also discussed above.

         Management believes the allowance for loan losses at December 31, 2001
was adequate. The relationship between the allowance for loan losses and loans
did not change significantly during the periods presented as, based on the best
information available, the overall credit quality of First Security Bank's loan
portfolio has not changed significantly. Although First Security Bank believes
it uses the best information available to make allowance provisions, future
adjustments which could be material may be necessary if the assumptions used to
determine the allowance differ from future loan portfolio performance. The table
below illustrates how the allowance for loan losses has been allocated to the
types of loans in the portfolio:

MANAGEMENT'S ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

December 31          2001                2000                    1999

                           Percent of            Percent of           Percent of
                           Loans to              Loans to             Loans to
                           Total                 Total                Total
                Allowance  Loans     Allowance   Loans    Allowance   Loans

                                      (dollars in thousands)

Commercial        $532      22.3%      $514      29.2%       $348      34.0%

Real Estate -
Commercial         526      55.9        364      49.5         270      45.9
Real Estate-
Residential        280      13.0         85      10.9          71       9.5

Consumer           200       8.8        258      10.4         130      10.6
                  ----      ----       ----      ----        ----      ----

Total            $1538     100.0%    $1,221     100.0%       $819    100.0%
                ======     ======      ====     =====        ====    =====

         The recorded values of loans actually removed from the balance sheet
are referred to as charge-offs and, after netting out recoveries on previously
charged-off assets, are referred to as net loan charge-offs. First Security
Bank's policy is to charge-off a loan when, in the opinion of management, the
loan is deemed uncollectible, although concerted efforts are made to maximize
recovery.

         The following table sets forth loan charge-offs and recoveries:

SUMMARY OF LOAN LOSS EXPERIENCE

 Years ended December 31,                2001         2000          1999
                                              (dollars in thousands)

Balance at beginning of period         $1,221         $819         $335
Charge-offs
 Commercial                               (77)        (23)          ---

 Real Estate                              (32)        ---           ---

 Consumer                                 (21)        ---            (3)
                                          ---         ---           ---
 Total                                   (130)        (23)           (3)

Recoveries

 Commercial                               ---         ---           ---

 Real Estate                              ---         ---           ---

 Consumer                                 ---         ---           ---

 Total                                    ---         ---           ---
                                          ---         ---           ---
Net charge-offs                          (130)        (23)           (3)

Provision for loan losses                 447         425           487
                                          ---         ---           ---
Balance at end of period               $1,538      $1,221          $819
                                        =====       =====           ===

Loans at end of period               $152,422    $107,098       $78,197

Average loans                        $129,190     $94,593       $56,134

Ratios:
   Allowance for loan losses to
   total loans                           1.01%       1.14%         1.05%

 Net loan charge-offs to average
   loans for the period                  0.10%       0.02%          ---%


         The level of non-performing loans is an important element in assessing
asset quality and the relevant risk in First Security Bank's credit portfolio.
Non-performing loans include non-accrual loans and loans delinquent 90 days or
more. Loans are classified as non-accrual when management believes that
collection of interest is doubtful, but for which principal is considered
collectible. A loan is defined as impaired when full payment under the loan
terms is not expected. Impairment is evaluated on an aggregate basis for smaller
balance loans of similar nature such as residential mortgage and consumer loans,
and on an individual basis for larger balance commercial loans. First Security
Bank's policy is to charge-off all or a portion of an impaired loan upon a
determination that it is probable the full amount will not be collected. On
December 31, 2001, First Security Bank had no loans individually classified as
impaired. As the table above illustrates, the level of non-performing loans and
net charge-offs did increase during 2001, but does compare favorably with
available peer information. In addition, adverse changes in the economy could
negatively affect First Security Bank's commercial and commercial real estate
loans, causing the level of non-performing loans to increase.

NON-PERFORMING ASSETS

December 31,                              2001            2000            1999
                                                  (dollars in thousands)

Loans on non-accrual status               $470          $ ---            $---

Loans past due 90 days or more             319              2             ---
                                           ---            ---             ---
 Total non-performing loans                789              2             ---
                                           ---            ---             ---

Other real estate owned                    ---            ---             ---
                                           ---            ---             ---

Total non-performing assets               $789            $ 2            $---
                                           ===            ===             ===

Percentage of non-performing loans
 to total loans                            .52%           ---%            ---%

 Percentage of non-performing
 assets to total loans                     .52%           ---%            ---%

Investment Securities

         Through all the reported periods, First Security Bank's investment
portfolio consisted primarily of U.S. Government agency securities. The
amortized cost of investment securities increased from $13.2 million as of
December 31, 2000, to $32.3 million as of December 31, 2001. The increases in
investment securities were to redeploy excess liquidity into higher yielding
assets and to purchase bank qualified municipal securities, the earnings of
which are largely not subject to federal income tax. The weighted average tax
equivalent yield of the portfolio decreased from 6.85% at December 31, 2000, to
5.70% at December 31, 2001. The weighted average maturity of First Security
Bank's investment portfolio increased from 6.4 years at December 31, 2000 to 7.1
years at December 31, 2001. Securities purchased during 2001 were at lower
yields due to the decline in the overall level of interest rates.

INVESTMENT PORTFOLIO


December 31,                                  2001          2000         1999
                                                      (in thousands)
Investment securities available for sale

U.S. Treasury and U.S. Government             $503       $10,945       $3,682
Agencies

Mortgage-backed                             18,873         2,295          629
 securities

Municipal securities                        12,933          ---           ---
                                             -----          ---           ---

                                                --           --           --
Total Available for Sale Securities        $32,309      $13,240        $4,311
                                           =======       ======        ======

                                                     As of December 31, 2001
                                                     (Dollars in thousands)
                                                                     Tax
                                                Amortized    Fair    Equivalent
Investment securities available for sale        Cost         Value   Yield

U.S. Treasury and U.S. Government Agencies

Over 5 years through 10 years                    500          503      6.18

                                                -----       -----
  Total                                          500          503      6.18

Mortgage-backed securities

Over one year through five years               1,182        1,163      4.53

Over five years through ten years             11,659       11,591      5.18

Over 10 years through 15 years                 1,236        1,226      5.27

Over 15 years through 20 years                 4,846        4,893      6.05
                                               -----        -----
  Total                                       18,923       18,873      5.37

Municipal Securities

Over one year through five years               1,137        1,130      4.58

Over five years through ten years              2,036        1,993      5.67

Over ten years through fifteen years           6,121        5,905      5.97

Over 15 years through 20 years                 4,087        3,905      6.93
                                             ------        ------
  Total                                      13,381        12,933      6.14
                                            -------        ------
Total available for sale                    $32,804       $32,309      5.70%
securities                                  =======       =======

Unrealized losses and unrealized gains on available for sale securities are a
result of changes in the general level of interest rates since the securities
were purchased and are accordingly due to market risk rather than credit risk.
Through the reported periods, all of the securities comprising the investment
portfolio are classified as "available for sale", which requires these
securities to be carried at fair value. Unrealized gains and losses are included
as a separate component of equity net of tax. Gains or losses on securities are
realized in the income statement only when securities are sold or called, or
when the unrealized loss is other than temporary. Investment transactions
resulting in an actual loss of principal could occur if liquidity needs dictate
the sale, at a loss, of one or more of the securities, or if other alternatives
for funding new loans are either unavailable, or more costly.

As of December 31, 2000, the unrealized gain in the fair value of First Security
Bank's securities portfolio was $109,000. As of December 31, 2001, the portfolio
fair value reflected an unrealized loss of $495,000. The change in the fair
value of the portfolio was impacted by changes in the general level of interest
rates as discussed above, and changes in the composition of the portfolio
resulting from sales and purchase activity.


Deposits and Other Borrowings

         First Security Bank's deposit base provides the major funding source
for earning assets. The following table illustrates that First Security Bank has
experienced deposit growth across all categories. First Security Bank operates
in a highly competitive market for deposits. As is often the case with newly
chartered banks, in order to attract depositors, First Security Bank sometimes
pays above market rates on a portion of transaction deposit accounts, savings
deposits and time deposits.

DEPOSITS

December 31,                                   2001         2000         1999
                                                        (in thousands)
 Interest-bearing demand deposits            $18,886      $15,028     $17,488

 Savings deposits                             17,113       12,784       6,598

 Time deposits                                75,672       57,707      39,772

 Time deposits $100,000 and over              44,498       21,750      14,397
                                             -------       ------     -------

   Total interest-bearing deposits           156,169      107,269      78,255

   Total noninterest-bearing deposits         12,575        8,274       5,157
                                             -------       ------      ------

   Total                                    $168,744     $115,543     $83,412
                                             =======       ======      ======

MATURITIES OF TIME DEPOSITS $100,000 AND OVER

                                December 31, 2001
                                 (in thousands)

                 0-3 months                 $ 15,451

                 3-6 months                   10,837

                 6-12 months                   9,909

                 12 months and over            8,301
                                             --------

                 Total                       $44,498
                                              ======

Liquidity

     Liquidity  management is the process by which management attempts to insure
that adequate  liquid funds are  available to meet  financial  commitments  on a
timely basis.  These  commitments  include  withdrawals by  depositors,  funding
credit  obligations  to  borrowers,  servicing  long-term  obligations,   paying
operating  expenses,   funding  capital  expenditures  and  maintaining  reserve
requirements.  Liquidity is monitored closely by the Asset/Liability  Management
Committee of the First Security Bank Board of Directors, which monitors interest
rates and  liquidity  risk while  implementing  appropriate  funding and balance
sheet strategies.

         First Security Bank has established a limited number of alternative or
secondary sources to provide additional liquidity and funding sources when
needed to support lending activity or other liquidity needs. These alternative
funding sources currently include unsecured federal funds lines of credit from
five correspondent banks aggregating approximately $24 million; a secured
repurchase agreement line of credit from a correspondent bank based upon the
market value of pledged securities; and a secured repurchase agreement
arrangement with an agency of the Commonwealth of Kentucky. Additionally, First
Security Bank is a member of the Federal Home Loan Bank of Cincinnati which
allows First Security Bank to borrow based on the level of qualifying
residential loans which serve as collateral for this type of borrowing. At
December 31, 2001, First Security Bank could borrow an additional $18.7 million
based on available collateral.

         First Security Bank had total short-term borrowings of $15.3 million
and $2.4 million as of December 31, 2001 and 2000, respectively. Borrowings at
December 31, 2001 were in the form of customer repurchase agreements in the
amount of $13.0 million and Federal Home Loan Bank advances in the amount of
$2.3 million. The need for future borrowing arrangements above current levels
will be evaluated by management with consideration given to the growth prospects
of the loan portfolio, liquidity needs, costs of deposits, market conditions and
other factors. Short-term liquidity needs for periods of up to one year may be
met through federal funds lines of credit borrowings and short-term Federal Home
Loan Bank advances. The Federal Home Loan Bank additionally offers advance
programs of varying maturities for terms beyond one year.

Capital

On September 29, 2000, First Security Bancorp initiated the sale of 456,250
shares of common stock at $16 per share through a public offering. Through
December 31, 2000, 414,778 shares had been sold, which, net of direct costs of
issuance, increased shareholders' equity by $6.3 million. The remaining 41,472
shares in the offering were sold in January 2001 which, net of direct costs of
issuance, increased shareholders' equity an additional $628,000.

First Security Bancorp issued stock warrants to each of the initial investors in
First Security Bank who subscribed to $100,000 or more of common stock prior to
July 4, 1997. The warrants entitle the holder to purchase additional shares of
First Security Bancorp stock at the offering price of $10 per share at any time
during 2003. During 2000, a stock option plan was formed in which certain
employees are eligible to receive incentive stock options and other options and
awards. Options granted are exercisable on such terms and conditions as the
First Security Bancorp Board of Directors may determine, but if unexercised,
expire after ten years. If all the options and warrants become exercised, First
Security Bancorp's capital will be increased by $1.6 million. See Notes 10 and
11 to the Consolidated Financial Statements.

Regulatory agencies measure capital adequacy within a framework that makes
capital requirements, in part, dependent on the individual risk profiles of
financial institutions. Total capital increased $1.2 million from $15.6 million
at year-end 2000 (11.6% of total assets) to $16.8 million at year-end 2001
(8.30% of total assets). This increase was attributable to the sale of common
stock discussed above and net income during 2001.

First   Security   Bancorp  and  First   Security  Bank  exceed  the  regulatory
requirements  for all three capital  ratios.  First Security  Bancorp intends to
maintain  a capital  position  that  meets or  exceeds  the  "well  capitalized"
requirements   as  defined  by  these   regulations.   In  addition  to  capital
regulations,  state banking  regulations  limit First Security Bank's ability to
pay dividends without prior approval.  Under these  regulations,  First Security
Bank may pay dividends in any calendar year only to the extent of current year's
net profits plus the retained net profits of the  preceding two years and not in
excess of the balance of retained  earnings then on hand. First Security Bancorp
also has regulatory limits on dividends,  but less  restrictive.  First Security
Bancorp does not anticipate  paying  dividends to shareholders  for at least the
next several years as any earnings generated will need to be retained to support
future  growth  opportunities.   See  Note  12  to  the  Consolidated  Financial
Statements.


 Item 7. Financial Statements.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


REPORT OF INDEPENDENT AUDITORS............................................    2

CONSOLIDATED FINANCIAL STATEMENTS:

     CONSOLIDATED BALANCE SHEETS..........................................    3

     CONSOLIDATED STATEMENTS OF INCOME....................................    4

     CONSOLIDATED STATEMENTS OF CHANGES IN
       SHAREHOLDERS' EQUITY...............................................    5

     CONSOLIDATED STATEMENTS OF CASH FLOWS................................    6

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS...........................    7


                         REPORT OF INDEPENDENT AUDITORS


Board of Directors and Shareholders
First Security Bancorp, Inc.
Lexington, Kentucky


We have audited the accompanying consolidated balance sheets of First Security
Bancorp, Inc. as of December 31, 2001 and 2000 and the related consolidated
statements of income, changes in shareholders' equity, and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of First Security
Bancorp, Inc. as of December 31, 2001 and 2000 and the results of its operations
and its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.




                                                  Crowe, Chizek and Company LLP
Lexington, Kentucky
January 25, 2002


                          FIRST SECURITY BANCORP, INC.
                             See accompanying notes.


                           CONSOLIDATED BALANCE SHEETS
                                   December 31

                                                        2001             2000
                                                        ----             ----
                                                            (in thousands)
ASSETS
Cash and due from banks                          $     4,521       $     3,774
Federal funds sold                                     4,397             4,524
                                                 -----------       -----------

   Total cash and cash equivalents                     8,918             8,298
Securities available for sale                         32,309            13,240
Loans                                                152,422           107,098

   Less allowance for loan losses                     (1,538)           (1,221)
                                                  -----------       -----------
Net loans                                            150,884           105,877
Federal Home Loan Bank stock                             539               224
Premises and equipment, net                            7,656             5,590
Accrued interest receivable                            1,133             1,062
Other assets                                             831               168
                                                 -----------       -----------

                                                 $   202,270       $   134,459
                                                 ===========       ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
   Deposits
     Noninterest bearing                         $    12,575       $     8,274
     Time deposits, $100,000 and over                 44,498            21,750
     Other interest bearing                          111,671            85,519
                                                 -----------       -----------
       Total deposits                                168,744           115,543
   Repurchase agreements and short-term
     borrowings                                       12,957             1,393
   Federal Home Loan Bank advances                     2,336             1,049
   Accrued interest payable                              832               624
   Other liabilities                                     574               238
                                                 -----------       -----------
     Total liabilities                               185,443           118,847

Shareholders' equity

   Common stock, no par value:  5,000,000 shares
     authorized; 1,456,250 (2001) and 1,414,778 (2000)
     shares issued and outstanding                     8,385             8,071
   Paid-in capital                                     8,385             8,071
   Retained earnings (deficit)                           383              (639)
   Accumulated other comprehensive income (loss)        (326)              109
                                                  -----------       -----------
     Total shareholders' equity                       16,827            15,612
                                                 -----------       -----------

                                                 $   202,270       $   134,459
                                                 ===========       ===========

                             See accompanying notes.


                        CONSOLIDATED STATEMENTS OF INCOME
                             Years Ended December 31
                      (In Thousands, Except Per Share Data)

                                                      2001           2000
                                                      ----           ----
Interest income
   Loans, including fees                         $  10,618       $   8,562
   Securities
     Taxable                                           907             398
     Non-taxable                                       324               -
   Federal funds sold                                  222             574
   Other                                                36              34
                                                 ---------       ---------
                                                    12,107           9,568
Interest expense
   Deposits                                          7,250           5,635
   Other                                               289              87
                                                 ---------       ---------
                                                     7,539           5,722

Net interest income                                  4,568           3,846

Provision for loan losses                              447             425
                                                 ---------       ---------

Net interest income after provision for loan losses  4,121           3,421

Noninterest income
   Service charges and fees on deposits                284             132
   Gain on sale of securities                          311               -
   Loss on disposal of premises and equipment          (95)              -
   Other                                               153              77
                                                 ---------       ---------
                                                       653             209
Noninterest expense
   Salaries and employee benefits                    1,885           1,401
   Occupancy and equipment                             562             354
   Data processing                                     197             143
   Advertising                                         162              98
   Professional fees                                   151             195
   Taxes other than payroll, property and income       143             124
   Other                                               584             462
                                                 ---------       ---------
                                                     3,684           2,777
                                                 ---------       ---------

Income before income taxes                           1,090             853
Provision for income taxes                              68               -
                                                  --------       ---------

Net income                                       $   1,022       $     853
                                                 =========       =========

Weighted average shares common stock outstanding:
   Basic                                             1,456           1,051
   Diluted                                           1,489           1,084
Earnings per share:
   Basic                                         $     .70       $    .81
   Diluted                                             .69            .79


                      CONSOLIDATED STATEMENTS OF CHANGES IN
                        SHAREHOLDERS' EQUITY Years Ended
                           December 31, 2001 and 2000
                                 (In Thousands)
<TABLE>
<S>                                    <C>        <C>        <C>        <C>             <C>              <C>

                                                                                        Accumulated
                                                                        Retained            Other            Total
                                          Common Stock      Paid-In     Earnings        Comprehensive    Shareholders'
                                       Shares    Amount     Capital     (Deficit)       Income (Loss)       Equity
                                       ------    ------     -------      -------        ------------        ------

Balance, January 1, 2000               1,000    $ 4,901    $  4,901    $   (1,492)      $     (95)   $        8,215

Net income                                 -          -           -           853               -               853

Change in unrealized gain
  (loss) on securities available
  for sale, net of reclassification
  and tax effects                          -          -           -             -             204               204
                                                                                                        -----------
    Total comprehensive income                                                                                1,057

Issuance of common stock, net            415      3,170       3,170             -               -             6,340
                                      ------    -------    --------    ----------       ---------       -----------

Balance, December 31, 2000             1,415      8,071       8,071          (639)            109            15,612

Net income                                 -          -           -         1,022               -             1,022

Change in unrealized gain
  (loss) on securities available
  for sale, net of reclassification
  and tax effects                          -          -           -             -            (435)             (435)
                                                                                                       ------------
    Total comprehensive income                                                                                  587

Issuance of common stock, net             41        314         314             -               -               628
                                      ------    -------    --------    ----------       ---------       -----------

Balance, December 31, 2001             1,456    $ 8,385    $  8,385    $      383       $    (326)  $        16,827
                                      ======    =======    ========    ==========       =========   ===============

</TABLE>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             Years Ended December 31
                                 (In Thousands)

                                                         2001            2000
                                                         ----            ----
Cash flows from operating activities
   Net income                                      $    1,022        $    853
   Adjustments to reconcile net income to net
     cash from operating activities
       Depreciation                                       262             137
       Amortization and accretion on available
         for sale securities, net                          (3)            (32)
       Provision for loan losses                          447             425
       Federal Home Loan Bank stock dividends             (21)            (14)
       Gain on sale of securities                        (311)              -
       Loss on disposal of premises and equipment          95               -
       Change in assets and liabilities:
         Accrued interest receivable                      (71)           (534)
         Other assets                                    (663)            (17)
         Accrued interest payable                         208             237
         Other liabilities                                504             119
                                                     ---------       ---------
           Net cash from operating activities           1,469           1,174


Cash flows from investing activities
 Activity in available for sale securities:

     Maturities and principal repayments                7,451           1,634
     Sales                                             19,836               -
     Purchases                                        (46,645)        (10,327)
   Net change in                                      (45,454)        (28,924)
   Purchase of Federal Home Loan Bank stock              (294)            (93)
   Purchases of premises and equipment, net            (2,423)         (4,969)
                                                     ---------       ---------
     Net cash from investing activities               (67,529)        (42,679)

Cash flows from financing activities
   Net change in deposits                               53,201          32,131
   Net change in repurchase agreements and
     short-term borrowings                              11,564            (989)
   Proceeds from Federal Home Loan Bank advances         9,620           1,049
   Repayments of Federal Home Loan Bank advances        (8,333)              -
   Proceeds from issuance of common stock, net             628           6,340
                                                     ---------       ---------
       Net cash from financing activities               66,680          38,531
                                                     ---------       ---------

Net change in cash and cash equivalents                    620          (2,974)

Cash and cash equivalents at beginning of period         8,298          11,272
                                                     ---------       ---------

Cash and cash equivalents at end of period           $   8,918       $   8,298
                                                     =========       =========

Supplemental cash flow information:
   Interest paid                                     $   7,331       $   5,485
   Income tax paid                                           9               -


                          FIRST SECURITY BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000



Nature of Operations and Principles of Consolidation:
The consolidated  financial  statements of First Security Bancorp,  Inc. and its
wholly owned subsidiary First Security Bank of Lexington (the "Bank"),  together
referred  to as  "the  Company".  Intercompany  transactions  and  balances  are
eliminated in consolidation.

First Security Bancorp, Inc. was formed on February 11, 2000 and on May 31, 2000
became a bank holding company through its acquisition of all of the outstanding
shares of the Bank. Each outstanding share of the Bank was converted into two
shares of Company stock. The financial statements are presented as if the
Company had existed and owned the Bank for all periods presented.

The Bank is a Kentucky corporation operating as a commercial bank under a state
bank charter and commenced business on November 17, 1997. The Bank generates
commercial, mortgage, and installment loans, and receives deposits from
customers located primarily in the Fayette County, Kentucky area. The majority
of the Bank's income is derived from lending activities. The majority of the
Bank's loans are secured by specific items of collateral including business
assets, real estate, and consumer assets, although borrower cash flow may also
be a primary source of repayment. Other financial instruments which potentially
represent concentrations of credit risk include deposit accounts in other
financial institutions and federal funds sold. All of the Bank's operations are
considered by management to be aggregated into one reportable operating segment.

Use of Estimates: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions based on available
information. These estimates and assumptions affect the amounts reported in the
financial statements and the disclosures provided, and future results could
differ. Estimates that are more susceptible to change include the allowance for
loan losses and fair values of financial instruments.

Cash Flow Reporting: Cash and cash equivalents are defined as cash and due from
banks and federal funds sold. Net cash flows are reported for customer loan and
deposit transactions, and repurchase agreements and short-term borrowings.

Securities: Securities are classified as available for sale. Available for sale
securities are those which might be sold before maturity, and are reported at
fair value, with unrealized gains or losses reported in other comprehensive
income. Gains and losses on sales are determined based on the amortized cost of
the specific security sold. Other securities such as Federal Home Loan Bank
stock are carried at cost. Interest income includes amortization of premiums and
accretion of discounts.

Loans: Loans are reported at the principal balance outstanding, net of deferred
loan fees and costs. Interest income on real estate, commercial, and consumer
loans is accrued over the term of the loans based on the principal outstanding.
Interest income is not reported when full loan repayment is in doubt. Payments
on such loans are reported as principal reductions.

Allowance for Loan Losses: The allowance for loan losses is a valuation
allowance for probable, incurred credit losses, increased by the provision for
loan losses and decreased by charge-offs less recoveries. Management estimates
the allowance balance required based on past loss experience, general economic
conditions, information about specific borrower situations, and other factors.
While management may periodically allocate portions of the allowance for
specific problem loan situations, the whole allowance is available for any loan
losses that occur. Loan losses are charged against the allowance when management
believes the uncollectibility of a loan balance is confirmed.

Loans are considered impaired when full payment under the loan terms is not
expected. Impairment is evaluated in total for smaller-balance loans of similar
nature such as residential mortgage and consumer loans, and on an individual
loan basis for other loans. Impaired loans are carried at the present value of
expected cash flows discounted at the loan's effective interest rate or at the
fair value of the collateral if the loan is collateral dependent. A portion of
the allowance for loan losses is allocated to impaired loans. Loans are
evaluated for impairment when payments are delayed or expected to be delayed or
when it is probable that all principal and interest amounts will not be
collected according to the original terms of the loan.

Premises and Equipment: Premises and equipment are reported net of accumulated
depreciation. Depreciation expense is computed using principally the
straight-line method over the shorter of the asset's useful life or lease term.
Maintenance and repairs are expensed and major improvements are capitalized.
These assets are reviewed for impairment when events indicate the carrying
amount may not be recoverable.

Repurchase  Agreements:   Substantially  all  repurchase  agreement  liabilities
represent amounts advanced by various customers. Securities are pledged to cover
these liabilities, which are not covered by federal deposit insurance.

Benefit Plans:  Profit sharing and 401(k) plan expense is the amount contributed
as determined by a formula.

Stock Compensation: Employee compensation expense under stock option plans is
reported if options are granted below market price at grant date. Pro forma
disclosures of net income and earnings per share are shown using the fair value
method of SFAS No. 123 to measure expense using an option pricing model to
estimate fair value.

Income Taxes: Income tax expense is the sum of the current year income tax due
or refundable and the change in deferred tax assets and liabilities. Deferred
tax assets and liabilities are for the expected future tax consequences of
temporary differences between the carrying amounts and tax basis of assets and
liabilities, computed using enacted tax rates. A valuation allowance, if needed,
reduces deferred tax assets to the amount expected to be realized.

Earnings Per Common Share: Basic earnings per common share are net income
divided by the weighted average number of common shares outstanding during the
period. Diluted earnings per common share include the dilutive effect of
additional potential common shares issuable under warrants and stock options.

Comprehensive Income: Comprehensive income consists of net income and other
comprehensive income. Other comprehensive income includes unrealized gains and
losses on securities available for sale which are also recognized as a separate
component of equity.

Dividend Restriction: The Bank is subject to banking regulations which require
the maintenance of certain capital levels and which limit the amount of
dividends which can be paid. For details concerning regulatory capital
requirements, see Note 12.

Loss Contingencies: Loss contingencies, including claims and legal actions
arising in the ordinary course of business, are recorded as liabilities when the
likelihood of loss is probable and an amount or range of loss can be reasonably
estimated. Management does not believe there now are such matters that will have
a material impact on the financial statements.

New Accounting Pronouncements: A new accounting standard requires all business
combinations to be recorded using the purchase method of accounting for any
transaction initiated after June 30, 2001. Under the purchase method, all
identifiable tangible and intangible assets and liabilities of the acquired
company must be recorded at fair value at date of acquisition, and the excess of
cost over fair value of net assets acquired is recorded as goodwill.
Identifiable intangible assets must be separated from goodwill. Identifiable
intangible assets with finite useful lives will be amortized under the new
standard, whereas goodwill, both amounts previously recorded and future amounts
purchased, will cease being amortized starting in 2002. Annual impairment
testing will be required for goodwill with impairment being recorded if the
carrying amount of goodwill exceeds its implied fair value. Adoption of this
standard on January 1, 2002 did not have a material effect on the Company's
financial statements.

Fair Value of Financial Instruments: Fair values of financial instruments are
estimated using relevant market information and other assumptions, as more fully
disclosed in a separate note. Fair value estimates involve uncertainties and
matters of significant judgment regarding interest rates, credit risk,
prepayments, and other factors, especially in the absence of broad markets for
particular items. Changes in assumptions or in market conditions could
significantly affect the estimates.

Reclassifications: Certain amounts for 2000 have been reclassified to conform to
the 2001 presentation.

NOTE 2 - SECURITIES

Year-end securities available for sale are as follows:
<TABLE>
<S>                                                   <C>             <C>                <C>                <C>
                                                                          Gross             Gross
                                                      Amortized       Unrealized         Unrealized         Fair
                                                        Cost              Gains            Losses           Value
                                                        ----              -----            ------           -----
                                                                            (in thousands)
December 31, 2001
   U.S. Government agency                            $     500         $       3        $       -         $     503
   State and municipal                                  13,381                 1             (449)           12,933
   Mortgage-backed                                      18,923                98             (148)           18,873
                                                     ---------         ---------        ---------         ---------

     Total                                           $  32,804         $     102        $    (597)        $  32,309
                                                     =========         =========        =========         =========

December 31, 2000
   U.S. Treasury                                     $     250         $       -        $       -         $     250
   U.S. Government agency                               10,628               121              (54)           10,695
   Mortgage-backed                                       2,253                48               (6)            2,295
                                                     ---------         ---------        ---------         ---------

     Total                                           $  13,131         $     169        $     (60)        $  13,240
                                                     =========         =========        =========         =========

</TABLE>

NOTE 2 - SECURITIES (Continued)

Contractual maturities of securities at year-end 2001 were as follows.
Securities not due at a single maturity date are shown separately.

                                                 Amortized            Fair
                                                   Cost               Value
                                                   ----               -----
                                                         (in thousands)

Due in one year or less                     $         -         $         -
Due from one to five years                        1,137               1,130
Due from five to ten years                        2,536               2,496
Due after ten years                              10,208               9,810
Mortgage-backed                                  18,923              18,873
                                            -----------         -----------

   Total                                    $    32,804         $    32,309
                                            ===========         ===========

Securities pledged at year-end 2001 and 2000 had carrying amounts of $13,040,000
and $2,419,000, and were pledged to secure customer repurchase agreements.


NOTE 3 - LOANS

Loans at year-end were as follows:
                                                 2001                2000
                                                 ----                ----
                                                       (in thousands)

Commercial                                   $    33,969         $    31,257
Mortgage loans on real estate:
   Commercial                                     69,670              41,397
   Residential                                    19,749              11,663
   Construction                                   15,508              11,661
   Home equity                                     7,981               5,871
Consumer                                           4,696               4,501
Credit card                                          849                 748
                                             -----------         -----------

                                             $   152,422         $   107,098
                                             ===========         ===========


Changes in the allowance for loan losses were as follows:

                                                 2001                 2000
                                                 ----                 ----
                                                      (in thousands)

Beginning balance                         $     1,221         $       819
   Loans charged off                             (130)                (23)
   Recoveries                                       -                   -
   Provision for loan losses                      447                 425
                                          -----------         -----------

Ending balance                            $     1,538         $     1,221
                                          ===========         ===========

The Company had no impaired loans at year-end 2001. At year-end 2000, the
Company had $61,000 in impaired loans with allocated allowance for loan losses
of $12,000. Average impaired loans during 2001 and 2000 were $31,000 and
$11,000, interest income on which was not material.

Nonperforming loans were as follows:
                                                2001                 2000
                                                ----                 ----
                                                     (in thousands)

Loans past due 90 days still on accrual  $       319         $         2
Nonaccrual loans                                 470                   -

Nonperforming loans includes impaired loans and smaller balance homogeneous
loans as defined in Note 1.

Loans to executive officers, directors, and their affiliates in 2001 were as
follows (in thousands):

Beginning balance                         $    6,526
New loans                                      1,146
Repayments                                    (1,777)
                                           ----------

Ending balance                            $    5,895
                                          ==========

NOTE 4 - PREMISES AND EQUIPMENT

Premises and equipment at year-end were as follows:
                                               2001                2000
                                               ----                ----
                                                    (in thousands)

Land                                     $    1,250         $     1,250
Buildings                                     4,728               3,381
Leasehold improvements                          298                 516
Furniture and equipment                       1,967                 800
                                         ----------         -----------
    Total cost                                8,243               5,947
Accumulated depreciation                       (587)               (357)
                                          ----------         -----------

   Premises and equipment, net           $    7,656         $     5,590
                                          ==========         ===========

The Company leases its three branch locations with various renewal options.
Lease expense for the years ended December 31, 2001 and 2000 was $187,000 and
$125,000, including $63,000 and $66,000 for the original main office through
October 2001 when the Company terminated the lease and relocated to its new
office which is owned. No future amounts are due for the original main office
lease.

Future operating lease commitments as of December 31, 2001 (in thousands):

         2002                          $      167
         2003                                 137
         2004                                 140
         2005                                  89
         2006                                  74
                                       ----------

           Total                       $      607
                                       ==========

NOTE 5 - DEPOSITS

The scheduled maturities of time deposits as of December 31, 2001 were as
follows (in thousands):

         2002                          $    91,859
         2003                               20,861
         2004                                6,156
         2005                                  795
         2006                                  499
                                           -------

           Total                       $   120,170
                                        ===========

Related party deposits totaled $3,917,000 and $3,978,000 at December 31, 2001
and 2000.

NOTE  6 - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Securities sold under agreements to repurchase generally mature within one to
ninety days from the transaction date. Information concerning securities sold
under agreements to repurchase is summarized as follows:

                                                  2001                2000
                                                  ----                ----
                                                       (in thousands)

Average balance during the year              $   6,474           $   1,009
Average interest rate during the year             2.98%               5.84%
Maximum month-end balance during the year    $  13,647           $   2,558

NOTE  7 - FEDERAL HOME LOAN BANK ADVANCES

At year-end, advances from the Federal Home Loan Bank were as follows:

                                                  2001                 2000
                                                  ----                 ----
                                                       (in thousands)
Monthly principal and interest
amortizing over 30 years,
maturing in 15 years
with the balance due in December 2015,
fixed rate of 6.71%                             $ 1,038              $ 1,049

Monthly principal and interest
amortizing over 30 years, maturing
in 15 years with the balance due
in December 2016, fixed rate of 5.61%             1,298                   -
                                              ---------           ---------

     Total                                    $   2,336           $   1,049
                                              =========           =========

Advances are secured by the Federal Home Loan Bank stock and all first mortgage
loans under a blanket lien arrangement.

Principal payments over the next five years are as follows (in thousands):

              2002                                                $    29
              2003                                                     31
              2004                                                     33
              2005                                                     35
              2006                                                     37
              Thereafter                                            2,171


NOTE  8- BENEFIT PLANS

The Bank has a 401(k) benefit plan which allows employee contributions up to 15%
of their compensation. The Bank matches 50% of the first 7.5% of compensation
contributed. Expense for the years ended December 31, 2001 and 2000 was $35,000
and $33,000.


NOTE 9 - INCOME TAXES

The components of the provision (benefit) for income taxes consists of:

                                                   2001                 2000
                                                   ----                 ----
                                                         (in thousands)

Current                                     $       363         $         3
Deferred                                            (77)                286
Change in valuation allowance                      (218)               (289)
                                             -----------         -----------

                                            $        68         $         -
                                             ===========         ===========

An analysis of the differences between the statutory U.S. federal income tax
rate and the effective tax rate is as follows:
                                               2001                    2000
                                               ----                    ----
                                                      (in thousands)

U.S. federal income tax rate          $  370      34.0%      $    290     34.0%

Changes from the statutory rate
   Change in valuation allowance        (218)    (20.1)          (289)   (33.9)
   Tax exempt interest income            (89)     (8.2)             -        -
   Other                                   5        .5             (1)     (.1)
                                      ------     ------          -----  -------

                                      $   68       6.2%      $      -        -%
                                      ======    ======       ========   ======

The Company's deferred tax assets and liabilities are shown below. A valuation
allowance was established due to uncertainty over the utilization of the
deferred tax assets.

                                                 2001                2000
                                                 ----                ----
                                                       (in thousands)
Deferred tax assets
   Allowance for loan losses              $       503         $       373
   Organizational costs                            25                  51
   Unrealized security losses                     168                   -
                                           -----------         -----------

   Total assets                                   696                 424

Deferred tax liabilities
   Depreciation                           $       (94)        $       (59)
   Cash to accrual                               (103)               (138)
   Other                                          (33)                 (6)
                                           -----------         -----------

   Total liabilities                             (230)               (203)
                                           -----------         -----------

                                                  466                 221
Valuation allowance                                 -                (218)
                                           -----------         -----------

   Net deferred tax asset                 $       466         $         3
                                           ===========         ===========

During 2000 the Company fully utilized its tax net operating loss of $895,000.

NOTE 10 - STOCK OPTIONS

The Company maintains a stock option plan whereby certain employees of the
Company are eligible to receive incentive stock options. The Plan is accounted
for in accordance with Accounting Principles Board Opinion (APB) No. 25,
"Accounting for Stock Issued to Employees", and related interpretations. Under
the Plan, a maximum of 100,000 shares of the Company's common stock may be
issued through the exercise of these options. The option price is the fair
market value of the Company's share at the date of the grant. The options are
exercisable seven years from the date of grant and vest either immediately or
over a five-year period.

In 2001, the Company granted 5,000 options at an exercise price of $16.00.
In 2000, the Company granted 46,200 options under the plan with a weighted
average exercise price of $14.70. At year-end 2001, all of the options granted
remained outstanding, 25,440 of which were exercisable, and had a weighted
average remaining life of 5.4 years.

Under SFAS No. 123, compensation cost is recognized in the amount of the
estimated fair value of the options and amortized to expense over the options'
vesting period. The pro forma effect on net income and earnings per share of
this statement are as follows:

                                               2001               2000
                                               ----               ----
                                                   (In thousands)

Net income
     As reported                         $    1,022        $      853
     Pro forma                                  947               740

Basic earnings per share
     As reported                          $     .70         $      .81
     Pro forma                                  .65                .70

Diluted earnings per share
     As reported                          $     .69         $      .79
     Pro forma                                  .64                .69


The weighted average assumptions for options granted during the year and the
resulting estimated weighted average fair value per share used in computing pro
forma disclosures are as follows:
                                                 2001               2000
Weighted averages                                ----               ----
   Fair value of options granted                 $7.44             $5.99
   Risk free interest rate                        5.16%             6.44%
   Expected life                                  7 years           7 years
   Expected volitility                            34%                20%
   Expected dividend                             $  -              $  -



NOTE 11 - STOCK WARRANTS

The Company has issued stock warrants to each of its initial investors who
subscribed to $100,000 or more of the common stock prior to July 4, 1997, the
value of which is included in common stock and paid-in capital. The warrants
entitle the holder to purchase additional shares of the Company's common stock
at the offering price of $10 per share at any time during 2003. If all the
warrants are fully exercised, the Company will issue a total of 88,440 shares of
common stock, and the Company's capital will be increased by $884,400. The
amount of dilution to the book value, earnings per share, and market value of
the common stock that will occur upon exercise of the warrants will depend on a
variety of factors, including the number of warrants exercised, the amount of
the Company's capital at the time the warrants are exercised, the number of
shares of common stock then outstanding, net earnings of the Company, and the
then market value of the Company's common stock. The warrants have no voting
rights and may be transferred without the underlying shares of common stock, but
are not transferable until the exercise period commences. The warrants will
expire if not exercised by December 31, 2003.


NOTE 12 - SHAREHOLDERS' EQUITY AND REGULATORY MATTERS

Common Stock - On September 29, 2000, the Company initiated the sale of 456,250
shares common stock at $16 per share through a public offering. Through December
31, 2000, the Company sold 414,778 shares which, net of direct costs of
issuance, increased shareholders' equity $6.3 million. The remaining 41,472
shares in the offering were sold in January 2001 which, net of direct costs of
issuance, increased shareholder's equity an additional $628,000.

Regulatory Capital Requirement - The Company and Bank are subject to regulatory
capital requirements administered by federal banking agencies. Capital adequacy
guidelines and prompt corrective action regulations involve quantitative
measures of assets, liabilities, and certain off-balance-sheet items calculated
under regulatory accounting practices. Capital amounts and classifications are
also subject to qualitative judgments by regulators about components, risk
weightings, and other factors, and the regulators can lower classifications in
certain cases. Failure to meet various capital requirements can initiate
regulatory action.

The prompt corrective action regulations provide five classifications, including
well capitalized, adequately capitalized, under capitalized, significantly
undercapitalized, and critically under capitalized, although these terms are not
used to represent overall financial condition. The Company and Bank were
categorized as well capitalized for the periods presented as noted in the tables
that follow.


<TABLE>
<CAPTION>
                                                                                                 Minimum Amounts
                                                                                                   to be Well
                                                                         Minimum Required          Capitalized
                                                                            for Capital           Under Prompt
                                                     Actual             Adequacy Purposes      Action Provisions
                                               Amount       Ratio       Amount       Ratio      Amount      Ratio
                                               ------       -----       ------       -----      ------      -----
<S>                                         <C>             <C>        <C>            <C>      <C>          <C>
                                                                          (in    thousands)
2001
Total Risk Based Capital to
  Risk Weighted Assets
    Consolidated                            $ 18,691        11.1%      $13,497        8%       $ 16,872     10%
    Bank only                                 18,484        11.0        13,497        8          16,872     10


Tier I Capital to Risk
  Weighted Assets
    Consolidated                            $ 17,153        10.2%      $ 6,749        4%       $ 10,123      6%
    Bank only                                 16,946        10.0         6,749        4          10,123      6

Tier I Leverage Capital to
  Average Assets
    Consolidated                            $ 17,153         8.8%      $ 7,826        4%       $  9,783      5%
    Bank only                                 16,946         8.7         7,797        4           9,746      5


2000
Total Risk Based Capital to
  Risk Weighted Assets
    Consolidated                            $ 16,724        14.5%      $ 9,215        8%       $ 11,519     10%
    Bank only                                 15,454        13.4         9,215        8          11,519     10

Tier I Capital to Risk
  Weighted Assets
    Consolidated                            $ 15,503        13.5%      $ 4,608        4%       $  6,911      6%
    Bank only                                 14,233        12.4         4,608        4           6,911      6

Tier I Leverage Capital to
  Average Assets
    Consolidated                            $ 15,503        12.0%      $ 5,148        4%       $  6,436      5%
    Bank only                                 14,233        11.2         5,106        4           6,383      5
</TABLE>

Banking regulations also limit the amount of dividends that may be paid by the
Bank without prior approval. Under these regulations, the amount of dividends
that may be paid in any calendar year is limited to the current year's net
profits, as defined, combined with the retained net profits of the preceding two
years. Also, no dividends can be paid that would exceed the retained earnings
then on hand. Without prior approval, the Bank had $411,000 in retained earnings
available for dividends to the Company at December 31, 2001.


NOTE 13 - COMMITMENTS AND OFF-BALANCE-SHEET RISK

Some financial instruments are used in the normal course of business to meet the
financing needs of customers and to reduce exposure to interest rate changes.
These financial instruments include commitments to extend credit, and standby
letters of credit. These involve, to varying degrees, credit and interest-rate
risk in excess of the amount reported in the financial statements. Exposure to
credit loss if the other party does not perform is represented by the
contractual amount for commitments to extend credit, standby letters of credit,
and financial guarantees written. The same credit policies are used for
commitments and conditional obligations as are used for loans. Collateral or
other security is normally not required to support financial instruments with
credit risk.

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the commitment.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitments are expected to
expire without being used, the total commitments do not necessarily represent
future cash requirements. Standby letters of credit are conditional commitments
to guarantee a customer's performance to a third party. The contractual amount
of financial instruments with off-balance-sheet risk at year-end was as follows:

                                         2001                      2000
                                         ----                      ----
                                  Fixed     Variable        Fixed     Variable
                                  -----     --------        -----     --------
                                                  (in thousands)

Commitments to make loans      $  4,109   $   8,557     $   3,553    $   6,358
Unused lines of credit            2,544      18,402         1,831       11,171
Letters of credit                   723          51            40          275

Commitments to make loans are at market rates and generally made for periods of
60 days or less. The fixed rate loan commitments at December 31, 2001 had
interest rates ranging from 4.70% to 9.35% and maturities up to five years.


NOTE 14 - FAIR VALUES OF FINANCIAL INSTRUMENTS

Carrying amount and estimated fair values of financial instruments were as
follows at year-end.
<TABLE>

                                                                2001                               2000
                                                                ----                               ----
                                                    Carrying            Fair            Carrying           Fair
                                                     Amount             Value            Amount            Value
                                                     ------             -----            ------            -----
<S>                                                <C>              <C>               <C>               <C>
Financial assets
   Cash and cash equivalents                       $     8,918       $     8,918      $     8,298       $     8,298
   Securities available for sale                        32,309            32,309           13,240            13,240
   Loans, net                                          150,884           151,737          105,877           105,291
   Federal Home Loan Bank stock                            539               539              224               224
   Accrued interest receivable                           1,133             1,133            1,062             1,062


Financial liabilities
   Deposits                                        $   168,744       $   171,173      $   115,543       $   115,810
   Repurchase agreements and
     short-term borrowings                              12,957            12,957            1,393             1,393
   Federal Home Loan Bank advances                       2,336             2,236            1,049             1,039
   Accrued interest payable                                832               832              624               624
</TABLE>

The methods and assumptions used to estimate fair value are described as
follows:

Carrying amount is the estimated fair value for cash and cash equivalents,
accrued interest receivable and payable, demand deposits, and variable rate
loans or deposits that reprice frequently and fully. Security fair values are
based on market prices or dealer quotes, and if no such information is
available, on the rate and term of the security and information about the
issuer. For fixed rate loans or deposits and for variable rate loans or deposits
with infrequent repricing or repricing limits, fair value is based on discounted
cash flows using current market rates applied to the estimated life of credit
risk. Fair values for impaired loans are estimated using discounted cash flow
analysis or underlying collateral values. Fair value of debt is based on current
rates for similar financing. The fair value of off-balance-sheet items is based
on the current fees or cost that would be charged to enter into or terminate
such arrangements and is not material.


NOTE 15 - PARENT COMPANY ONLY FINANCIAL STATEMENTS

As also discussed in Note 1, the Company was formed on February 11, 2000 and on
May 31, 2000 acquired all the outstanding shares of the Bank. The financial
statements presented below are since inception.


                          FIRST SECURITY BANCORP, INC.
                                  BALANCE SHEET
                                   December 31
                                 (in thousands)


                                                      2001                2000
                                                      ----                ----
ASSETS
Cash and due from banks                        $        98         $     1,362
Investment in subsidiary                            16,620              14,342
Other assets                                           117                   -
                                               -----------         -----------

                                               $    16,835         $    15,704
                                               ===========         ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
     Other liabilities                        $         8         $        92

Shareholders' Equity
     Common stock                                   8,385               8,071
     Paid-in capital                                8,385               8,071
     Retained earnings (deficit)                      383                (639)
     Accumulated other comprehensive income (loss)   (326)                109
                                                  -------         -----------
         Total shareholders' equity                16,827              15,612
                                              -----------         -----------

                                              $    16,835         $    15,704
                                              ===========         ===========


                               STATEMENT OF INCOME
                  For the Year Ended December 31, 2001 and the
         Period February 11, 2000 (Inception) through December 31, 2000
                                 (in thousands)

                                                    2001                2000
                                                    ----                ----
Income
   Interest income                           $         4         $        14
   Dividend from subsidiary                            -                 189
                                             -----------         -----------
                                                       4                 203
Expenses
   Interest expense                                    -                  21
   Salaries and employee benefits                     45                  45
   Professional fees                                  35                 143
   Other                                              24                  31
                                             -----------         -----------
                                                     104                 240
                                             -----------         -----------

Loss before income tax and undistributed
   subsidiary income                                (100)                (37)
Income tax benefit                                   108                   -
                                              -----------         -----------

Net income (loss) before undistributed earnings
   of subsidiary                                       8                 (37)
Equity in undistributed earnings of subsidiary     1,014                 890
                                             -----------         -----------

Net income                                   $     1,022         $       853
                                             ===========         ===========


                          FIRST SECURITY BANCORP, INC.
                             STATEMENT OF CASH FLOWS
                         For the Year Ended December 31,
                      2001 and the Period February 11, 2000
                      (Inception) through December 31, 2000
                                 (in thousands)

                                                          2001            2000
                                                          ----            ----

Cash flows from operating activities
   Net income                                      $     1,022      $      853
   Adjustments to reconcile net income
     to net cash from operating activities
       Equity in undistributed earnings of subsidiary   (1,014)           (890)
       Change in other assets                             (109)              -
       Change in other liabilities                         (92)             92
                                                   -----------     -----------
           Net cash from operating activities             (193)             55

Cash flows from investing activities
   Investment in subsidiary                             (1,699)         (5,033)

Cash flows from financing activities
   Proceeds from issuance of short-term borrowing            -             600
   Repayment of short-term borrowing                         -            (600)
   Proceeds from issuance of common stock, net             628           6,340
                                                   -----------     -----------
       Net cash from financing activities                  628           6,340
                                                   -----------     -----------

Net change in cash and cash equivalents                 (1,264)          1,362

Cash and cash equivalents at beginning of period         1,362               -
                                                   -----------     -----------

Cash and cash equivalents at end of period         $        98     $     1,362
                                                   ===========     ===========


NOTE 16 - EARNINGS PER SHARE

The factors used in the earnings per share computation follow:
                                                       2001          2000
                                                       ----          ----
                                                         (in thousands,
                                                      except per share data)
Basic
   Net income                                       $      1,022   $       853
                                                    ============   ===========

   Weighted average common shares                          1,456         1,051

Basic earnings per common share                         $    .70      $    .81
                                                        ========      ========
Diluted
   Net income                                       $      1,022     $     853
                                                     ============   ===========

   Weighted average common shares outstanding
     for basic earnings per common share                   1,456         1,051
   Add dilutive effects of assumed exercises:
     Stock warrants                                           31            31
     Stock options                                             2             2
                                                       ---------      --------

   Average shares and dilutive potential
     common shares                                         1,489         1,084
                                                       =========     =========

Diluted earnings per common share                       $    .69      $    .79
                                                        ========       ========

The diluted earnings per share computation for 2001 excludes 27,200 stock
options because they were anti-dilutive.

NOTE  17  - OTHER COMPREHENSIVE INCOME

Other comprehensive income components and related taxes were as follows:

                                                            2001          2000
                                                            ----          ----
                                                               (in thousands)
Unrealized holding gains and losses on
   available-for-sale securities                     $      (293)   $      204
Less reclassification adjustments for gains
   and losses later recognized as income                    (311)            -
                                                      -----------  -----------
Net unrealized gains and losses                             (604)          204
Tax effect                                                   169             -
                                                      -----------  -----------

Other comprehensive income (loss)                    $      (435)   $      204
                                                     ===========   ===========

NOTE 18 - SUBSEQUENT EVENT (UNAUDITED)
On March 15,  2002,  the Bank  entered  into a  definitive  agreement to acquire
certain assets of First Security Mortgage Company, Inc., in Lexington, Kentucky.
First Mortgage originates mortgage loans for sale into the secondary market. The
agreement  includes a purchase price of up to $476,000,  $69,000 of which is due
at closing. The remainder of the purchase price is payable contingent upon First
Mortgage's  earnings over the next four years.  The agreement  also requires the
Bank to enter  into a  four-year  employment  agreement  with  First  Mortgage's
shareholder and president at a salary level similar to that of other  executives
of the Bank. Subject to regulatory approval,  the acquisition is scheduled to be
completed in the second quarter of 2002.

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
        None.

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.
     In accordance with the Company's  Articles of  Incorporation,  the Board of
Directors is classified into three classes as nearly equal in number as the then
total number of directors constituting the whole Board permits. Each class is to
be elected to separate three (3) year terms with each term expiring in different
years. At each Annual Meeting the directors or nominees  constituting  one class
are elected for a three (3) year term. The term of those directors  listed below
as Class  II  expires  at the  Annual  Meeting  on May 21,  2002 and this  Class
contains  the  nominees  to be  elected  to serve  until the  Annual  Meeting of
Shareholders  in 2005.  Any vacancies that occur after the directors are elected
may be filled by the Board of Directors in accordance with law for the remainder
of the full term of the vacant directorship.
     The following  tables set forth  information  with respect to each Class II
Director,  all of whom are nominees  for  re-election  at the Meeting,  and with
respect to  incumbent  directors  in Classes I and III of the Board of Directors
who are not nominees for re-election at the Annual Meeting.
<TABLE>
<CAPTION>

Name                                       Year First                                Business Experience
and Age                                    Elected              Positions with       During the Past
                                           Director             the Company          Five Years
<S>                                        <C>                 <C>                   <C>

                                            CLASS II DIRECTORS
                                                 (Terms Expire 2002)
Len Aldridge                               2000                Director              Vice-President, Limited
(64)                                                                                 Partners of Lexington, Inc.
                                                                                     (real estate management
                                                                                     company)
Julian E. Beard                            2000                Chairman Emeritus     Chief Financial Officer,
(64)                                                           and Founder           Hopewell Farm and Bluegrass
                                                                                     Bloodstock Agency; Retired
                                                                                     President and Chief Executive
                                                                                     Officer of the Company;
                                                                                     Retired President and Chief
                                                                                     Executive Officer of First
                                                                                     Security Bank; Previously
                                                                                     President, B.S.C., Inc.
                                                                                     (community bank data
                                                                                     processing and operations
                                                                                     management company) from 1990

A.F. Dawahare                              2000                Director              President and Chief Executive
(69)                                                                                 Officer, Dawahare's, Inc.
                                                                                     (retail clothier)









                                           Year First                                Business Experience
Name                                       Elected             Positions with        During the Past
and Age                                    Director            the Company           Five Years

Fon Rogers, II                             2000                Director              Manager, Mary-Lon Investments,
(51)                                                                                 LLC, an investment limited
                                                                                     liability company, and Rogers
                                                                                     Run, LLC (manages mineral
                                                                                     holdings in Kentucky); Trustee
                                                                                     of four trusts containing
                                                                                     mineral properties in
                                                                                     Kentucky, Virginia and West
                                                                                     Virginia

Robert J. Rosenstein                       2000                Director              President, Shoppers Village
(49)                                                                                 Liquors, Inc. (d/b/a The
                                                                                     Liquor Barn); Commercial real
                                                                                     estate developer
Dr. Ronald J. Saykaly                      2000                Director              Rheumatologist (Ronald J.
(59)                                                                                 Saykaly, M.D., P.S.C.)

Kathy E. Walker                            2000                Director              Owner, Elm Street Resources,
(43)                                                                                 Inc. (coal sales agency)


                                                     CLASS III DIRECTORS
                                                     (Terms Expire 2004)

Harold Glenn Campbell                      2000                Director              Financial Advisor, Merrill
(51)                                                                                 Lynch since December 2000;
                                                                                     President and Chief Executive
                                                                                     Officer, Farmers State Bank,
                                                                                     Booneville, Kentucky 1983 -
                                                                                     2000.

William A. Combs, Jr.                      2000                Director              Officer and Director,
(61)                                                                                 Ellerslie Corp. and Mercedes
                                                                                     Benz of Cincinnati

Dr. Kenneth L. Gerson                      2000                Director              Allergist (Gerson & Greisner
(71)                                                                                 M.D.)


Name                                       Year First          Positions with        Business Experience
and Age                                    Elected             the Company           During the Past
                                           Director                                  Five Years

Tommy R. Hall                              2000                Director              President and Owner, Hall's
(64)                                                                                 Enterprises, Inc.
Nick O. Rowe                               2001                Director              Vice-President, Operations,
(44)                                                                                 Kentucky-American Water
                                                                                     Company

Richard S. Trontz                          2000                Director              Owner, Hopewell Farm and
(47)                                                                                 Bluegrass Bloodstock Agency
                                                                                     (bloodstock services and
                                                                                     equine insurance)

William T. Vennes                          2000                Director              Retired Vice-President and
(61)                                                                                 General Manager of the Imaging
                                                                                     Solutions Division, Lexmark
                                                                                     International Inc.


                                                      CLASS I DIRECTORS
                                                     (Terms Expire 2003)

John S. Shropshire                         2000                Chairman of the       President and Chief Executive
(53)                                                           Board of Directors;   Officer of the Company since
                                                               President and Chief   June 1, 2000; President of
                                                               Executive Officer     First Security Bank since
                                                                                     March 1, 2000; Previously
                                                                                     Community Trust Bancorp, Inc.
                                                                                     [President, Chief Executive
                                                                                     Officer and Director,
                                                                                     Flemingsburg, Kentucky
                                                                                     affiliate (1995-1997);
                                                                                     Executive Vice-President and
                                                                                     Senior Lending Officer,
                                                                                     Pikeville, Kentucky
                                                                                     (1997-1998); President and
                                                                                     Chief Executive Officer,
                                                                                     Central Kentucky Region
                                                                                     (1998-2000)]
Name                                       Year First          Positions with        Business Experience
and Age                                    Elected             the Company           During the Past
                                           Director                                  Five Years

R. Greg Kessinger                          2000                Director; Secretary/  Executive Vice-President and
(52)                                                           Treasurer             Chief Credit Officer of First
                                                                                     Security Bank since 1997;
                                                                                     Previously President and Chief
                                                                                     Executive Officer of Whitaker
                                                                                     Bank, N.A. from 1994

Dennis R. Anderson                         2000                Director              Owner, Dennis Anderson Real
(50)                                                                                 Estate, Inc. (real estate
                                                                                     development and investment
                                                                                     company)

John D. Barlow                             2000                Director              President, Barlow Homes, Inc.
(42)                                                                                 (home builder)

Erle L. Levy                               2000                Director              Owner, Kentucky Lighting and
(68)                                                                                 Supply, Inc.

David R. McCulloch                         2000                Director              Director of Sales, Schaefer
(38)                                                                                 Systems International
                                                                                     (industrial packaging company)

Dr. Ira P. Mersack                         2000                Director              Dermatologist (Dermatology
(61)                                                                                 Associates of Kentucky, P.S.C.)

D. Woodford Webb, Jr.                      2000                Director              Attorney (Webb, Hoskins,
(33)                                                                                 Glover & Thompson, P.S.C.)
</TABLE>


     In addition to the directors  listed in the tables above,  Michael Lischin,
Donald K. Poole,  Irving  Rosenstein,  Warren W.  Rosenthal and Dr. Sibu P. Saha
serve as advisory directors of the Company.

     The  Company's   directors  and  executive  officers  are  not  subject  to
compliance  with  Section  16(a)  of  the  Exchange  Act.

Item 10. Executive Compensation

Set forth below are tables showing for the Chief  Executive  Officer of the
Company  and the next  highest  paid  executive  officer of the  Company  (i) in
summary form, the compensation  paid the last three years for services  rendered
in all  capacities by First  Security Bank (no  compensation  being paid Company
officers by the Company) and (ii) the stock options granted.
Summary

<TABLE>
<CAPTION>
                                                                                Long-Term
                                                                                Compensation
                                                                                    Shares
                                                                                Underlying
          Name and              Fiscal         Annual Compensation                 Options           All Other
     Principal Position           Year              Salary Bonus                                Compensation1
<S>                              <C>         <C>            <C>                 <C>                   <C>

John S. Shropshire               2001        125,000        15,000                 ---                6,208.14
President, CEO and Chairman      2000        104,167          ---               20,000                  ---
of the Board of Directors,       1999         ---             ---                 ---                   ---
First Security Bancorp and
First Security Bank


R. Greg Kessinger                2001        95,000          3,000                ---                 4,447.68
Secretary/Treasurer, First       2000        90,000          1,000               4,000                2,400.00
Security Bancorp and             1999        80,000          1,000                ---                 2,400.00
Executive Vice-President and
Chief Credit Officer, First
Security Bank
</TABLE>

1  Represents  the  amounts  contributed  by First  Security  Bank to the  named
participants' accounts in the First Security Bank 401(k) Profit Sharing Plan and
insurance premiums paid on behalf of the named officer.

Stock Options

     The following table sets forth information  concerning individual grants of
options to purchase the Company's  common stock made to the named  individual in
2001:
                                          OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>


                                         Percent of                                    Potential Realizable Value
                      Number of Shares   Total Options   Exercise                      at Assumed Annual Rates of
                      Underlying         Granted to      or Base                       Stock Price Appreciation
                      Options Granted    Employees in    Price       Expiration Date   For Option Term
Name                                     Fiscal Year     ($/Sh.)                          5%($)
                                                                                       10%($)
<S>                   <C>                <C>             <C>         <C>                 <C>                 <C>

Julian E. Beard       5,000              100.00%         16.00       February 14,        4,000               8,000
                                                                     2008
</TABLE>

Employee Benefit Plans

     First Security Bank offers all officers and full-time  employees group life
and  medical  and dental  insurance  coverage.  First  Security  Bank also has a
defined  contribution  401(k)  retirement plan which covers  employees that meet
certain age and length of service  requirements.  First  Security Bank currently
contributes  to the 401(k) plan  through a one hundred  percent  (100%) match of
employee contributions up to 4.0% of employee compensation.  First Security Bank
also  sponsors  the Section 125  Cafeteria  Plan that  provides the employee the
opportunity  to use  pre-tax  dollars to pay for  approved  benefits  instead of
paying for these benefits using after-tax dollars.

     Under the  Company's  Stock Award Plan,  100,000  shares of Company  common
stock are available for issuance under options which may be granted between 2000
and 2010.  Both incentive stock options and  non-qualified  stock options may be
issued under the Stock Award Plan, as well as restricted  stock awards and stock
appreciation  rights.  The  purpose  of the Stock  Award  Plan is to enable  the
Company to attract,  retain and provide  incentives for  outstanding  employees,
directors and advisory directors for the Company and First Security Bank, and to
reward  excellent  performance  by the  employees  and to  further  the  growth,
development and financial success of the Company. The Company Board of Directors
administers the Stock Award Plan.

Compensation of Directors

     Directors of the Company and First Security Bank currently  receive no fees
for their services in such capacity.



        Item 11. Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets forth  certain  information  as of April 1, 2002
concerning  the  number  and  percentage  of  shares  of  Company  common  stock
beneficially  owned by Company  directors  and  executive  officers,  and by all
Company  directors and  executive  officers as a group,  as well as  information
regarding  the only  persons  known by the  Company to own 5% or more of Company
common stock. Except as otherwise indicated,  all shares are owned directly, and
the named persons  possess sole voting and investment  power with respect to all
shares.
<TABLE>
<CAPTION>

                                   Amount and Nature of
                                Beneficial Ownership of
                                     Common Stock as of                             Eligible Shares Subject to
Name of Beneficial Owner                  April 1, 2002  Percent of Class*          Warrants*                *
<S>                             <C>                      <C>                         <C>

Len Aldridge                    53,500 1                 3.67                         ---

Dennis R. Anderson              21,240 2                 1.46                       2,680

John D. Barlow                  12,219 2                  .84                       2,680

Julian E. Beard                 27,200 4                 1.87                       2,680

Harold Glenn Campbell           52,000 5                 3.57                         ---

William A. Combs, Jr.           40,000                   2.75                       2,680

A.F. Dawahare                   20,000 6                 1.37                       5,896

Dr. Kenneth L. Gerson           13,000                    .89                       2,680

Tommy R. Hall                   18.855                   1.29                       2,680

R. Greg Kessinger               10,050 7                  .69                         ---

Erle L. Levy                    15,000 8                 1.03                       2,680

David R. McCulloch              10,000                    .69                       2,680

Dr. Ira P. Mersack              30,000 9                 2.06                       5,494

Ben A. New                         500                    .03                         ---

Fon Rogers, II                  26,000 10                1.79                       5,896

Robert J. Rosenstein            30,010 11                2.06                       8,844

Nick O. Rowe                         0                    ---                         ---

Dr. Ronald J. Saykaly           60,000 12                4.12                         ---

John S. Shropshire               5,925                    .41                         ---

Richard S. Trontz                22,500                  1.55                       4,422

William T. Vennes                40,000                  2.75                       2,680

Kathy E. Walker                  21,250                  1.46                         ---

D. Woodford Webb, Jr.            16,250                  1.12                       2,680

Officers as a group             545,499                 37.46%                      57,352

5% Shareholders:
Donald K. Poole
1999 Richmond Road
Lexington, Kentucky 40502       179,700 13              12.34%                      11,792


Warren W. Rosenthal
P.O. Box 54826
Lexington, Kentucky 40555        76,250                  5.24%                       5,896



--------
*Exclusive of shares of common stock that may be purchased pursuant to warrants.
** Represents rights to purchase the number of shares of common stock indicated
at a price of $10.00 per share at any time during the sixth full calendar year
of First Security Bank's operations. These warrants were issued to the
individuals reflected in 1997 by virtue of such persons' actions as initial
investors in First Security Bank.
1 Includes 15,000 shares held by Brookhaven Trust Properties of which Mr.
  Aldridge is a co-trustee.
2 Includes 10,000 shares held in an individual retirement account for the
  benefit of Mr. Anderson.
3 Includes 1,094 shares held in an individual retirement account for the benefit
  of Mr. Barlow.
4 Includes 15,000 shares which are issuable upon the exercise of currently
  exercisable, but unexercised, stock option and 12,000 shares held in an
  individual retirement account for the benefit of Mr. Beard.
5 Shares are held by the Harold Glenn Campbell Trust.
6 Shares are held by the S F Dawahare Estate Limited Partnership
7 Includes 10,000 shares held in an individual retirement account for the
  benefit of Mr. Kessinger and 50 shares held by Mr. Kessinger's wife,
  Lana Kessinger.
8 Shares are jointly owned with Mr. Levy's wife, Sara Levy.
9 Includes 10,000 shares held for the benefit of Dr. Ira Mersack by National
  City Bank as Custodian for Dermatology Associates of Kentucky, P.S.C. Profit
  Sharing Plan.
10 Includes 1,500 shares held by two trusts (750 shares in each trust) for two
  of Mr. Rogers' children, 2,500 shares held by Mary-Lon Investments, LLC and
  1,000 shares in the Estate of Lon Brown Rogers.
11 Includes 10 shares held by Mr. Rosenstein as custodian for his son, Ross J.
   Rosenstein.
12 Shares are jointly owned with Dr. Saykaly's wife, Teresa G. Saykaly.
13 Includes 15,000 shares held by the Donald K. Poole Trust under Agreement
   dated March 29, 1985.
</TABLE>

Item 12. Certain Relationships and Related Transactions

     First  Security  Bank has had,  and expects to have in the future,  banking
transactions  in the  ordinary  course of business  with some of its  directors,
officers, and employees and their associates. All of such transactions have been
on  the  same  terms,  including  interest  rates,   maturities  and  collateral
requirements as those  prevailing at the time for comparable  transactions  with
non-affiliated  persons  and  did not  involve  more  than  the  normal  risk of
collectibility or present other unfavorable features.

     First Security Bank entered into a twenty (20) year lease with LEX/108, LLC
dated  April 2, 2001 for the lease of land and  improvements  thereon in Palomar
Centre in  Lexington,  Kentucky for the purpose of a First  Security Bank branch
office. First Security Bank will pay monthly rental of $5,600 for the first five
years of the lease term, with the monthly rental increasing $200 every two years
of the lease term (except for the fifteenth and sixteenth years when the monthly
rental increases $400 over the previous  two-year  period).  First Security Bank
may extend the lease term an additional twenty (20) years in which event monthly
rental would increase four percent (4%) annually.  First Security Bank will also
be obligated to pay the cost of all  insurance,  taxes and utilities  associated
with the property as well as a pro rata portion of the maintenance costs for the
Palomar Centre.  Company  Director D. Woodford Webb, Jr. is a member of LEX/108,
LLC.

Item 13. Exhibits, Lists and Reports on Form 8-K

      (a)Exhibits

The following exhibits are filed herein:

3.1 Articles of Incorporation of First Security Bancorp, Inc. (incorporated by
    reference to Exhibit 3.1 of the Company=s Registration Statement on Form
    SB-2 [No. 333-43444]).

3.2 Articles of Amendment to Articles of Incorporation of First Security
    Bancorp, Inc. (incorporated by reference to Exhibit 3.2 of the Company=s
    Registration Statement on Form SB-2 [No. 333-43444]).

3.3 Bylaws of First Security Bancorp, Inc. (incorporated by reference to
    Exhibit 3.3 of the Company=s Registration Statement on Form SB-2
    [No. 333-43444]).

4.1 Articles of Incorporation of First Security Bancorp, Inc.
    (included in Exhibit 3.1) (incorporated by reference to Exhibit 4.1 of the
    Company=s Registration Statement on Form SB-2 [No. 333-43444]).

4.2 Articles of Amendment of Articles of Incorporation of First Security
    Bancorp, Inc., (included in Exhibit 3.2) (incorporated by reference to
    Exhibit 4.2 of the Company=s Registration Statement on Form SB-2
    [No. 333-43444]).

10.1 Employment Agreement between First Security Bancorp, Inc. and John S.
     Shropshire (incorporated by reference to Exhibit 10.1 of the Company=s
     Registration Statement on Form SB-2 [No. 333-43444]).

10.2 Contract for Electronic Data Processing Services between BSC, Inc. and
     First Security Bank of Lexington, Inc. (incorporated by reference to
     Exhibit 10.2 of the Company=s Registration Statement on Form SB-2
     [No. 333-43444]).

10.3 Outsource Contract between BSC, Inc. and First Security Bank of Lexington,
     Inc. (incorporated by reference to Exhibit 10.3 of the Company=s
     Registration Statement on Form SB-2 [No. 333-43444]).

10.4 Business/Manager (R) License Agreement between Private Business, Inc. and
     First Security Bank of Lexington, Inc. (incorporated by reference to
     Exhibit 10.4 of the Company=s Registration Statement on Form SB-2
     [No. 333-43444]).

10.5 Agreement for Administration of Credit Card Program between Crittson
     Financial, LLC and First Security Bank of Lexington, Inc. (incorporated
     by reference to Exhibit 10.5 of the Company=s Registration Statement on
     Form SB-2 [No. 333-43444]).

10.6 Lease 400 East Main Street between Isaac and Teresa C. Lawrence and
     First Security Bank of Lexington, Inc. (incorporated by reference to
     Exhibit 10.6 of the Company=s Registration Statement on Form SB-2
     [No. 333-43444]).

10.7 Lease between THOMCO, Inc. and First Security Bank of Lexington, Inc.
     (incorporated by reference to Exhibit 10.7 of the Company=s Registration
     Statement on Form SB-2 [No. 333-43444]).

10.8 Grounds lease between Cherrywood Development, LLC and First Security Bank
     of Lexington, Inc. (incorporated by reference to Exhibit 10.8 of the
     Company=s Registration Statement on Form SB-2 [No. 333-43444]).

10.9 First Security Bank of Lexington, Inc. Stock Award Plan (incorporated by
     reference to Exhibit 10.9 of the Company=s Registration Statement on Form
     SB-2 [No. 333-43444]).

10.10 Consulting Services Support Corporation Affiliation Agreement.

11 Statement re Computation of Per share Earnings (included in Note 16 to the
   Company's Consolidated Financial Statement included in this report).

21 Subsidiaries of First Security Bancorp, Inc.

    (b)Reports on Form 8-K.  The Company filed on October 16, 2000 a report on
    Form 8-K dated October 16, 2000 reporting the Company=s press release
    announcing its earnings for the third quarter of 2000.

                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

Date:  March 26, 2002                       By:  /s/John S. Shropshire
                                                 ---------------------
                                                  John S. Shropshire
                                           President and Chief Executive Officer

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

                  Principal Executive Officer:                  Date

                  /s/ John S. Shropshire                        March 26, 2002
                  -------------------------------
                  John S. Shropshire
                  President, Chief Executive Officer
                    and Director


                  Principal Financial and Accounting Officer:


                  /s/ Ben New                                    March 26, 2002
                  -----------------------------------
                  Ben New
                  Chief Financial Officer

                  Directors:

                  /s/ Julian E. Beard                            March 26, 2002
                  ----------------------------------
                  Julian E. Beard

                  /s/ R. Greg Kessinger                          March 26, 2002
                  -------------------------------
                  R. Greg Kessinger

                  /s/ Len Aldridge                               March 26, 2002
                  ----------------------------------
                  Len Aldridge

                  /s/ Dennis R. Anderson                         March 26, 2002
                  -----------------------------
                  Dennis R. Anderson
                                                                 March 26, 2002
                  ------------------------------
                  John D. Barlow

                  /s/ Harold Glenn Campbell                      March 26, 2002
                  ---------------------------
                  Harold Glenn Campbell

                  /s/ William A. Combs, Jr.                      March 26, 2002
                  -----------------------------
                  William A. Combs, Jr.


                  --------------------------------
                  A. F. Dawahare

                                                                 March 26, 2002
                  ---------------------------------
                  Dr. Kenneth L. Gerson

                                                                 March 26, 2002
                  ---------------------------------
                  Tommy R. Hall


                  ---------------------------------
                  Erle L. Levy

                                                                 March 26, 2002
                  ----------------------------------
                  David R. McCulloch

                  /s/ Ira P. Mersack                             March 26, 2002
                  ----------------------------------
                  Dr. Ira P. Mersack

                  /s/ Fon Rogers, II                             March 26, 2002
                  -----------------------------------
                  Fon Rogers, II

                  /s/ Robert J. Rosenstein                       March 26, 2002
                  -------------------------------
                  Robert J. Rosenstein

                  ------------------------------                 March 26, 2002
                  Nick O. Rowe

                  /s/ Dr. Ronald J. Saykaly                      March 26, 2002
                  ------------------------------
                  Dr. Ronald J. Saykaly

                  /s/ Richard S. Trontz                          March 26, 2002
                  --------------------------------
                  Richard S. Trontz

                  /s/ William T. Vennes                          March 26, 2002
                  ------------------------------
                  William T. Vennes

                  /s/ Kathy E. Walker                            March 26, 2002
                  --------------------------------
                  Kathy E. Walker

                  /s/ D. Woodford Webb, Jr.                      March 26, 2002
                  -----------------------------
                  D. Woodford Webb, Jr.

EXHIBIT INDEX
The following exhibits are filed herein:

3.1     Articles of Incorporation of First Security Bancorp, Inc.
       (incorporated by reference to Exhibit 3.1 of the Company=s Registration
        Statement on Form SB-2 [No. 333-43444]).

3.2     Articles of Amendment to Articles of Incorporation of First Security
        Bancorp, Inc. (incorporated by reference to Exhibit 3.2 of the Company's
        Registration Statement on Form SB-2 [No. 333-43444]).

3.3     Bylaws of First Security Bancorp, Inc. (incorporated by reference to
        Exhibit 3.3 of the Company=s Registration Statement on Form SB-2
        [No. 333-43444]).

4.1     Articles of Incorporation of First Security Bancorp, Inc.
        (included in Exhibit 3.1) (incorporated by reference to Exhibit 4.1
        of the Company=s Registration Statement on Form SB-2 [No. 333-43444]).

4.2     Articles of Amendment of Articles of Incorporation of First Security
        Bancorp, Inc., (included in Exhibit 3.2) (incorporated by reference to
        Exhibit 4.2 of the Company=s Registration Statement on Form SB-2
        [No. 333-43444]).

10.1    Employment Agreement between First Security Bancorp, Inc. and John S.
        Shropshire (incorporated by reference to Exhibit 10.1 of the Company=s
        Registration Statement on Form SB-2 [No. 333-43444]).

10.2    Contract for Electronic Data Processing Services between BSC, Inc. and
        First Security Bank of Lexington, Inc. (incorporated by reference to
        Exhibit 10.2 of the Company=s Registration Statement on Form SB-2
        [No. 333-43444]).

10.3    Outsource Contract between BSC, Inc. and First Security Bank of
        Lexington, Inc. (incorporated by reference to Exhibit 10.3 of the
        Company=s Registration Statement on Form SB-2 [No. 333-43444]).

10.4    Business/Manager (R) License Agreement between Private Business, Inc.
        and First Security Bank of Lexington, Inc. (incorporated by reference
        to Exhibit 10.4 of the Company=s Registration Statement on Form SB-2
        [No. 333-43444]).

10.5    Agreement for Administration of Credit Card Program between Crittson
        Financial, LLC and First Security Bank of Lexington, Inc.
        (incorporated by reference to Exhibit 10.5 of the Company=s
        Registration Statement on Form SB-2 [No. 333-43444]).

10.6    Lease 400 East Main Street between Isaac and Teresa C. Lawrence and
        First Security Bank of Lexington, Inc. (incorporated by reference to
        Exhibit 10.6 of the Company=s Registration Statement on Form SB-2
        [No. 333-43444]).

10.7    Lease between THOMCO, Inc. and First Security Bank of Lexington, Inc.
        (incorporated by reference to Exhibit 10.7 of the Company=s Registration
        Statement on Form SB-2 [No. 333-43444]).

10.8    Grounds lease between Cherrywood Development, LLC and First Security
        Bank of Lexington, Inc. (incorporated by reference to Exhibit 10.8 of
        the Company=s Registration Statement on Form SB-2 [No. 333-43444]).

10.9    First Security Bank of Lexington, Inc. Stock Award Plan
        (incorporated by reference to Exhibit 10.9 of the Company's
        Registration Statement on Form SB-2 [No. 333-43444]).

10.10    Consulting Services Support Corporation Affiliation Agreement.

11      Statement re Computation of Per share Earnings (included in Note 16 to
        the Company's Consolidated Financial Statement included in this report).

21      Subsidiaries of First Security Bancorp, Inc.

                                  EXHIBIT 10.10
 2001, Consulting Services Support Corporation



                     CONSULTING SERVICES SUPPORT CORPORATION
                              AFFILIATION AGREEMENT

     The  undersigned   bank  ("Bank"),   separate   consulting   services  firm
("Consulting   Services  Entity")  and  individuals   ("Program   Participants")
(collectively   and,  as   applicable   individually,   referred  to  herein  as
"Affiliates"),  by signing this Affiliation  Agreement,  agree to affiliate with
Consulting Services Support Corporation, and its subsidiaries,
(Consulting  Services  Support  Corporation  and  its  subsidiaries  are  herein
collectively referred to as "CSSC"),  which collectively accept such affiliation
upon their  execution  of this  Agreement,  subject to the  following  terms and
conditions.
     CSSC provides training,  a financial services business development Program,
consulting  service support,  and other service and assistance to banks, such as
Affiliates  (hereinafter referred to as "Consulting Services Support ProgramSM"
or  "Program").
(as such terms are  regulatorily  defined),  all subject to
the provisions set forth below.

     The  parties  below,  intending  to be  legally  bound,  hereby  represent,
warrant, and agree as follows:


1.       The Consulting Services Support ProgramSM.

     1.1  Payment  of  Affiliation  Fee and  Access to the  Consulting  Services
Support  ProgramSM.  Upon payment of the Affiliation Fee set forth on Schedule A
to this  Agreement,  and after  Program  Participants  obtain the  licenses  and
registrations  required to participate  in CSSC's  Consulting  Services  Support
ProgramSM, Affiliates will actively participate in CSSC's Program, through which
CSSC will provide  Affiliates  with access to the financial  services  described
above;  training  and  support  in the  areas  of  financial  services  business
development and consulting services support;  protocols and procedures to enable
the  Affiliates  to ethically  provide  financial  services in  compliance  with
federal and state laws and  regulations,  and the rules of  regulatory  entities
with jurisdiction over the providers of the services contemplated herein ("other
regulatory entities"); and the materials,  systems,  procedures,  methodologies,
and forms used in the Program.  Affiliates  understand  and agree this Agreement
does not confer on  Affiliates  any right of  geographical  or any other form of
exclusivity with respect to the Program.
     1.2 Licensing and  Registration of Program  Participants.  CSSC will assist
Program  Participants in obtaining the required  licenses and  registrations set
forth in Schedule B ("Licenses  &  Registrations").  If any Program  Participant
does not already hold the required  Licenses & Registrations,  CSSC will provide
Program Participant with one set of study materials,  along with admittance to a
license  preparation  classroom  course (if available in the local area,  and if
desired)  for such  Program  Participant.  CSSC  will  schedule  and pay for the
examination(s)  and state  required  for  Program  Participants  to  obtain  the
Licenses & Registrations.  If a Program Participant must retake any examination,
or if any  examination  or  course  needs to be  rescheduled,  then the  Program
Participant  shall be responsible for any additional  rescheduling fees or other
expenses required to obtain the Licenses & Registrations.
     1.3 Holding of Licenses and  Registrations.  Affiliates  agree to place and
maintain  their  Licenses and  Registrations,  in compliance  with all state and
federal laws and regulations and the rules of other  regulatory  entities,  with
such entities as CSSC shall, from time to time,  designate.

with Mutual Service  Corporation  ("MSC"),  a registered  broker/dealer  through
which brokerage  services are currently provided to Program  Participants.  Each
individual Program  Participant agrees to execute and comply with the provisions
of an  MSC  Registered  Representative  Agreement  in  such  form  as  CSSC  has
negotiated with MSC. The cost of annual renewal of state securities,  investment
advisory,  and insurance  registrations,  if any, shall be the responsibility of
each registered Program Participant.
     The SEC requires  that all licensed  individuals'  accounts be monitored by
the  broker-dealer's  Compliance  Department for insider trading  activities and
other potential compliance  violations.  As a result, all licensed  Participants
and their  immediate  family  members  (i.e.,  spouse  and minor  children)  who
maintain  a  securities  account  with  another  broker-dealer  must  either (i)
transfer their accounts to CSSC's  designated  broker-dealer  (currently  Mutual
Service  Corporation),  or (ii) direct the other broker-dealer to send duplicate
copies of the statements for such accounts to the MSC Compliance Department.
     When  directed  to do so by CSSC,  Affiliates  agree to take all  necessary
steps  (including the termination of Registered  Representative  Agreements with
MSC)  to have  their  Licenses  and  Registrations,  as well as such  underlying
accounts  as  may  be  affected   thereby,   transferred   to  such   registered
broker/dealer,  general insurance  agent/agency,  and/or  registered  investment
advisor  as CSSC  shall  designate.  CSSC  shall  have the right to modify  this
Agreement to add such new broker/dealer or other entity as a party hereto.

     1.4 Minimum Computer, Software, and Technical Requirements.  As a condition
of participating  in CSSC's Program,  Affiliates agree to obtain and maintain at
their own cost and  expense  hardware  and  software  needed  to meet  technical
requirements, as set forth in Schedule C, as said Schedule may from time to time
be amended.
     1.5 Providing  Solutions to Affiliate's  Clients' Needs.  Affiliates  shall
accurately  and  completely  obtain and  transmit  to CSSC such client and other
information  as CSSC may  require  in order to  accomplish  an  analysis  of the
specific  financial  or other  service  needs  corresponding  to the  particular
service needs which CSSC assists Affiliates in meeting for their clients.  After
completing  its  analysis,  CSSC will  provide  Affiliates  with the results for
review  and  presentation  to  Affiliates'  clients.   CSSC  will  also  provide
applications,  new account forms,  prospectuses  and/or other documents required
for  the   implementation  of  such  resulting   conclusions   and/or  suggested
alternatives  as Affiliates  shall have approved  (subject to CSSC's  Compliance
Department's review and approval).  If Affiliate requests support and assistance
from CSSC in presenting and explaining its analysis and/or resulting conclusions
or  alternatives  to  Affiliates'  client,  then CSSC will provide the necessary
support by means including conference telephone calls and/or  videoconferencing.
Affiliates shall bear such teleconferencing and  videoconferencing  costs (e.g.,
the  costs  of  Affiliates'  acquisition  and use of such  equipment,  including
Affiliates'  ISDN or other  transmission  line usage charges incurred in on-line
conferences  with CSSC,  but not including the costs of CSSC's  equipment or its
access charges.)
     1.6 Compensation of Affiliate.  If Affiliate successfully  "Implements" all
or any  portion of a  financial  services  solution  on behalf of a client , the
client executes all required  documents,  and takes all other actions  necessary
(e.g.,  pays the required  insurance  premiums,  pays for securities  purchased,
etc.) to implement the particular financial services solutions),  then CSSC will
cause to be paid to the appropriately licensed Program Participants the share of
the commissions or other compensation  generated by him or her, all as set forth
in Schedule D. No commissions or other  compensation will be due until the funds
to which  Affiliates'  revenue shares apply are actually received by CSSC or its
subsidiaries.  If an  Affiliate's  client  fails to pay an invoice for a service
rendered by an Affiliate  through CSSC's Program,  then CSSC may, at its option,
deduct its share of such unpaid amount (i.e.,  the amount of the unpaid  invoice
multiplied by CSSC's revenue share set forth on the current Schedule D) from any
amounts  due the  Affiliate  hereunder,  or  charged  to any  credit  card which
Affiliate has  previously  authorized  CSSC to charge.  Any unpaid balance shall
accrue  interest  at the lesser of (a) 18% per annum;  or (b) the  maximum  rate
permissible  by the laws of the  state in which  Consulting  Services  Entity is
located.

     2. Training, Continuing Education, Compliance, and Liability Insurance.
     2.1 Training and Continuing  Education.  As a condition of participation in
CSSC's Program,  Program  Participants  shall  participate  in such programs of
training and continuing  education,  as CSSC shall  prescribe.  CSSC will inform
Program  Participants  from  time to time of the  specific  requirements  of its
training  and  continuing   education  programs  but,  at  a  minimum,   Program
Participants  will be required to attend initial  training at CSSC's offices and
at least one CSSC Affiliate  Meeting/Compliance  Conference per year.  CSSC will
provide  Program  Participants  with  continuing  education  modules,  which the
Program  Participants  must complete and return to CSSC,  within the time period
prescribed by CSSC. Program Participants shall be responsible for transportation
to  CSSC's  offices  for the  aforementioned  training  program  and  compliance
conference, and for lodging and meals during the training program and compliance
conference.

     2.2 Compliance.
     2.2.1 Compliance Manual. Program Participants agree to read and be familiar
with the contents of MSC's Compliance  Manual, as it may be amended from time to
time,  or any other  compliance  manual  that CSSC may adopt  and/or  substitute
therefor.  In addition,  Affiliates agree to comply with the terms,  conditions,
and  procedures  set forth  therein,  and agree  that a material  or  continuing
failure to do so may result in the  termination  of this  Agreement  by CSSC for
cause in accordance with Section 3.2 below.

     2.2.2 Full Bank  Participation.  Affiliates  agree that any employee of the
Bank or the Consulting  Services  Entity who holds any of the required  Licenses
and Registrations,  whether obtained through CSSC's Program or otherwise,  shall
participate in CSSC's Program through the Consulting  Services Entity, and shall
either  execute  this  Agreement  or  a  supplemental  signature  page  to  this
Agreement.

     2.2.3  Recording  of  Telephone   Conversations.   Affiliates  acknowledge,
consent, and agree that telephone conversations between CSSC and Affiliates,  or
with Affiliates' clients, may be recorded by CSSC or its representatives.
     2.2.4 Required Consulting Services Entity Materials. In order to be able to
render financial services through their Consulting Services Entity, and prior to
rendering any such services,  Affiliate agrees to utilize  separate  stationary,
business  cards,  and  fax  cover  sheets.  This  can  either  be  done  through
Affiliates' own marketing/graphic  vendors or through CSSC's staff, according to
fees set forth in Schedule F.
     2.3 Liability Insurance.  Affiliates shall pay to Trading Support, Inc., or
to such other  entity as CSSC  shall  designate,  the sum of       per  Program
Participant  per year,  payable  by the 1st of  December,  to cover the costs of
their Errors & Omissions Insurance Coverage. This amount may be adjusted by CSSC
from time to time  upon not less than 30 days  prior  notice to  Affiliates.  At
CSSC's  option,  this expense may be deducted from any amounts due to Affiliates
hereunder,  or charged  to any credit  card  which  Affiliates  have  previously
authorized  CSSC to charge.  Any unpaid  balance  shall  accrue  interest at the
lesser of (a) 18% per annum; or (b) the maximum rate  permissible by the laws of
the state in which Consulting Services Entity is located.
     2.4 Other Fees and Expenses. Affiliates agree to pay the following fees, as
set forth in Schedule F, in order to hold and  maintain the  following  licenses
and bond so that they may render financial services:
NASD Filing Fee
State Branch Registration & Renewal Fee
NASD Fidelity Bond Fee
OSJ Satellite Branch Fee
Miscellaneous Fees

     This amount may be adjusted by CSSC from time to time upon not less than 30
days prior notice to Affiliates.  At CSSC's option, this expense may be deducted
from any  amounts  due to  Affiliates  hereunder,  or charged to any credit card
which Affiliates have previously  authorized CSSC to charge.  Any unpaid balance
shall  accrue  interest  at the lesser of (a) 18% per annum;  or (b) the maximum
rate permissible by the laws of the state in which Consulting Services Entity is
located.
     3. Term and Termination.
     3.1 Term.  The initial  term of this  Agreement  is five years,  subject to
earlier  termination,  as set forth herein. This Agreement will be automatically
renewed for additional five-year periods, unless a party gives written notice of
intention  not to renew this  Agreement  to the others at least 90 days prior to
the expiration of its then current term.
     3.2  Termination.  Affiliate or CSSC may  terminate  this  Agreement for no
cause,  upon ninety (90) days prior written notice to the terminated  party. The
notice  period  provided for above shall not apply in the event of a termination
for cause,  in which event the notice and cure periods  shall be as set forth in
Schedule G. If one party gives another  notice of an intention to terminate this
Agreement for cause,  then the party to which such notice is directed shall have
the times set forth in Schedule G to cure the matter.

     Upon  termination  of this Agreement by one or more  Affiliate(s),  if such
terminating  Affiliate(s)  desire  assistance  from CSSC in the  transferring of
their clients'  securities and investment  advisory  accounts,  such  Affiliates
shall pay CSSC an Account Transfer  Assistance Fee, to be determined by CSSC, in
order to help  defray  CSSC's  administrative  and other costs  associated  with
rendering such  assistance.  This fee shall be paid on the effective date of the
termination. At CSSC's option, this expense may be deducted from any amounts due
to Affiliates  hereunder,  or charged to any credit card which  Affiliates  have
previously  authorized CSSC to charge.  Any unpaid balance shall accrue interest
at the lesser of (a) 18% per annum;  or (b) the maximum rate  permissible by the
laws of the state in which Consulting Services Entity is located.
     Nothing  in this  Section  shall  be  construed  to mean  or  imply  that a
terminating  Affiliate  may  make  any use of any of  CSSC's  training  or other
materials following  termination of the Agreement,  all of which (and any copies
or other  reproductions of the same) Affiliate agrees to return to CSSC promptly
upon termination of the Agreement, by either party and with or without cause.
     4. Confidentiality,  Copyrights,  Confidential and Proprietary Information,
and Non-Competition.
     4.1 Confidentiality.
     4.1.1 Affiliates' Duty of Confidentiality.  Affiliates understand and agree
that CSSC  owns,  uses,  and  develops  valuable  proprietary  and  confidential
information  for  use  in  connection  with  its  Consulting   Services  Support
ProgramSM.  This proprietary and confidential  information includes,  but is not
limited to, the following documents and information, which may exist in printed,
magnetic, digital, or other forms (hereinafter "Confidential Information"):  all
descriptions of procedures, systems, concepts,  methodologies, and know-how used
in the  organization,  operation,  or  management  of the Program;  all internal
forms, training and other materials; all compliance,  procedural, operating, and
other manuals, booklets, bulletins, memoranda, and similar documents, pertaining
to the Program;  all affiliate,  or  prospective  affiliate,  names,  addresses,
telephone numbers and related information disclosed in writing or orally by CSSC
or  their  representatives  from  time to time;  all  marketing  strategies  and
marketing materials pertaining to the organization,  operation,  or promotion of
the Program; all computer software programs that are not commercially  available
to the  public  that are used in  connection  with the  Program;  and all  other
documents,  systems, procedures, forms, data, or information as may be disclosed
to  Affiliates  from  time  to time by CSSC  in  connection  with  the  Program.
Affiliates shall not disclose or use, except:  (i) as is necessary in connection
with their  participation  in the Program;  (ii) as may be necessary in order to
enforce  Affiliates'  rights  hereunder in a Court  proceeding,  as long as such
confidential  information is protected from outside disclosure or use; and (iii)
as may be  required  by  Court  order,  subject  to  CSSC's  right  to  secure a
protective order or other order ensuring that such use is protected from outside
disclosure or use, the  Confidential  Information in any way,  either during the
term of this  Agreement or  following  the  expiration  or  termination  of this
Agreement  (with or without  cause).  Upon the expiration or termination of this
Agreement  (with or without  cause),  Affiliates  shall  immediately  return all
Confidential  Information and Proprietary  Information  (defined below), and any
and all copies, duplicates, and/or extracts of the same, to CSSC, and CSSC shall
be  entitled  to  withhold  any and all  amounts  due to  Affiliates  until such
Information is returned to CSSC.

     4.1.2  CSSC's  Duty of  Confidentiality.  During and after the term of this
Agreement,  CSSC shall maintain the confidentiality of Affiliates' clients, only
using the  information  that it obtains  regarding  such  clients to further the
intent and  purposes of this  Agreement  and/or  assist in the  providing of the
financial  services  needed by Affiliates'  clients.  After  termination of this
Agreement,  CSSC  agrees  not to  directly  or  indirectly  solicit  Affiliates'
clients,  and shall only provide routine  servicing and account  maintenance for
Affiliates'  clients and such  additional  services as  Affiliates'  clients may
request  and/or  reasonably  need.  This  paragraph  does not  prohibit  general
advertising by CSSC not specifically targeted to Affiliates' clients.

     4.2  Copyrights  and  Proprietary  Information.  Affiliates  agree that any
Confidential Information and forms, agreements,  contracts, procedures, publicly
used with clients,  prospective clients, or other persons in connection with the
Program;  promotional,  marketing, or advertising materials that may be publicly
distributed  in  connection  with the  Program;  and  such  other  documents  or
information  created  or  developed  by  CSSC  or by  Affiliates,  or  to  which
Affiliates  contribute  while  affiliated  with CSSC,  are valuable  assets that
belong to CSSC  ("Proprietary  Information").  Affiliates  acknowledge that CSSC
claims a copyright with respect to all such Proprietary Information,  whether or
not it may contain a copyright  symbol.  At no time will Affiliates  acquire any
ownership interest in the Proprietary Information, nor may Affiliates attempt to
place a copyright symbol on any such Proprietary Information.
     4.3  Non-Competition.  Affiliates shall, at all times,  retain the right to
perform and  continue  to perform  the types and levels of services  provided by
Affiliates  prior  to the  execution  of  this  Agreement,  provided  that  such
activities can be offered under existing  federal,  state,  and other regulatory
exemptions  from  the  licensing  and  registration  requirements  set  forth in
Schedule  B.  Outside  of the  scope of the  foregoing  reservation  of  rights,
Affiliates  shall not,  either  directly or indirectly,  during the term of this
Agreement,  without the prior  written  consent of CSSC,  engage in any business
activities within the scope of CSSC's service  capabilities with, through, or in
relationship  with any  person(s)  and/or  entity(ies)  other than  CSSC.  It is
understood that this prohibition includes, but is not limited to:
o the placing, securing, or sale of any stocks, bonds, mutual funds, securities,
annuities,  insurance,  or any other type of financial services or products,  to
clients, or other entities and/or individuals; or
o assisting  other firms,  entities or individuals to render,  provide,  or sell
such  products  and  financial  services,  in any manner  involving  Affiliates'
receipt of compensation from the firms,  entities or individuals  providing such
products or services (whether on a commission, referral fee, fee for service, or
other basis).
     During  the term of this  Agreement,  and for a period  of three  (3) years
following its termination,  Affiliates shall not, either directly or indirectly,
engage in any  employment  or  business  activities  that  compete,  directly or
indirectly,  with CSSC. This prohibition is intended to prevent  Affiliates from
in any way  participating  in or assisting in the marketing to other  accounting
firms,  law firms,  banks,  advisory  professionals  (of all  types),  financial
planners,  and others of support services,  programs or methodologies similar to
those offered by CSSC.  This  includes,  but is not limited to,  assisting  such
firms,  professionals  and/or entities in rendering  financial services or other
consulting services to the clients of such firms,  professionals and/or entities
through the provision of any knowledge,  information, services or support of any
nature other than:
o the making of uncompensated referrals of clients of Affiliates during the term
of this Agreement  (after the termination of this  Agreement,  there shall be no
such restriction on the making of compensated referrals of clients), or
o the provision of normal accounting services to them.
This provision is not intended to prevent the rendering of financial services by
Affiliates to Bank's clients,  through any relationship with any other financial
services entity(ies), after the termination of this Agreement.
     4.4 Other Contracts and Relationships. Affiliates understand and agree that
CSSC has contracts  and/or business  affiliations and  relationships  with other
companies,  entities,  and  individuals  (collectively  referred  to  as  "Other
Affiliates"),  both inside and outside of the  accounting  industry.  Affiliates
agree not to solicit such Other Affiliates.
     5. Arbitration.  It is understood that the following AGREEMENT TO ARBITRATE
does not constitute a waiver of the right to seek a judicial forum to the extent
that such a waiver would be void under applicable law.
     5.1 IT IS AGREED THAT ANY  CONTROVERSY  BETWEEN THE PARTIES  ARISING OUT OF
THIS AGREEMENT SHALL BE SUBMITTED TO ARBITRATION  CONDUCTED  BEFORE THE NATIONAL
ASSOCIATION OF SECURITIES  DEALERS,  INC., AND IN ACCORDANCE WITH ITS RULES. THE
ARBITRATION  PROCEEDING  IS COMMENCED  ONLY BY SERVICE UPON THE OTHER PARTY OF A
WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE. IT
IS THE INTENT OF THE  PARTIES  THAT THIS  ARBITRATION  AGREEMENT  SHALL APPLY TO
CSSC,  AND  ANY  AFFILIATE  OR  EMPLOYEE  OF  THE  CONSULTING  SERVICES  ENTITY.
NOTWITHSTANDING THE FOREGOING, THE PARTIES HERETO AGREE THAT CSSC MAY APPLY TO A
JUDICIAL  COURT TO SEEK THE INJUNCTIVE AND OTHER RELIEF SET FORTH IN SECTION 6.5
OF THIS AGREEMENT.
     5.2  ARBITRATION  IS FINAL AND  BINDING ON THE  PARTIES.  THE  PARTIES  ARE
WAIVING  THEIR RIGHT TO SEEK  REMEDIES IN COURT,  INCLUDING  THE RIGHT TO A JURY
TRIAL.  PRE-ARBITRATION  DISCOVERY GENERALLY IS MORE LIMITED THAN, AND DIFFERENT
FROM,  COURT  PROCEEDINGS.  THE  ARBITRATORS'  AWARD IS NOT  REQUIRED TO INCLUDE
FACTUAL FINDINGS OR LEGAL REASONING,  AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK
MODIFICATION  OF RULINGS BY THE  ARBITRATORS IS STRICTLY  LIMITED.  THE PANEL OF
ARBITRATORS  TYPICALLY  WILL INCLUDE A MINORITY OF  ARBITRATORS  WHO WERE OR ARE
AFFILIATED WITH THE SECURITIES INDUSTRY.
     5.3 NO  PERSON  SHALL  BRING  A  PUTATIVE  OR  CERTIFIED  CLASS  ACTION  TO
ARBITRATION,  NOR SEEK TO ENFORCE ANY PRE-DISPUTE  ARBITRATION AGREEMENT AGAINST
ANY  PERSON WHO HAS  INITIATED  IN COURT A PUTATIVE  CLASS  ACTION;  OR WHO IS A
MEMBER OF A  PUTATIVE  CLASS  ACTION  WHO HAS NOT  OPTED  OUT OF THE CLASS  WITH
RESPECT TO ANY CLAIMS  ENCOMPASSED BY THE PUTATIVE  CLASS ACTION UNTIL:  (i) THE
CLASS  CERTIFICATION IS DENIED;  (ii) THE CLASS ACTION IS DECERTIFIED;  OR (iii)
THE PERSON IS EXCLUDED FROM THE CLASS BY THE COURT.  SUCH FORBEARANCE TO ENFORCE
AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS
AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
     5.4 Any arbitration pursuant to this Agreement shall be in accordance with,
and  governed  by, the rules and  regulations  of the  National  Association  of
Securities  Dealers,  Inc. The award of the  arbitrators,  or of the majority of
them,  will be final and binding upon the parties,  and judgment  upon the award
rendered may be entered in any federal or state court having  jurisdiction.  Any
arbitration  shall be  commenced  by  delivery  to the other  party of a written
demand for  arbitration  setting forth in detail the claim or  controversy to be
arbitrated.

     5.5 The arbitrators shall be entitled to order specific  performance of the
obligations imposed by this Agreement.
     6. Miscellaneous.
     6.1  Relationship  Between  Affiliates and CSSC.  CSSC must,  through those
persons and entities designated by it, supervise Affiliates pursuant to federal,
state, and regulatory entity laws, rules and regulations, including the National
Association of Securities Dealers,  Inc. ("NASD")  Membership,  Registration and
Conduct  Rules,  and  Affiliates  must comply with all  applicable  statutes and
regulations  pertaining to the conduct  covered hereby (as well as the rules and
procedures  from time to time  adopted by CSSC  respecting  its methods of doing
business).   Nevertheless,   Affiliates   shall  at  all  times  be  independent
contractors  with  respect  to  CSSC  and  otherwise   control  the  details  of
Affiliates'  work.  "Supervision,"  as required by the NASD's  Conduct Rules and
certain  other  securities  regulations,   relates  only  to  the  propriety  or
impropriety of making offers, sales and purchases of securities, and is not used
to connote,  or be deemed to mean, the exercise of any degree of control by CSSC
which would cause Affiliates to be anything other than  independent  contractors
in their relations with CSSC.

     Affiliates  will not at any time be a franchisee or be treated as employees
of CSSC for any  purposes,  and  Affiliates  will take any and all necessary and
appropriate  steps to ensure that no person or entity  misperceives  Affiliates'
relationship  with CSSC.  Affiliates  shall  bear all  expenses  for  conducting
Affiliates' business under this Agreement.
     In the event any state and/or federal agency and/or court  determines  that
Affiliate  is not an  independent  contractor,  CSSC  shall  be  entitled  to be
reimbursed by Affiliates for any costs,  taxes and/or  expenses  related to such
determination and CSSC shall be entitled to set the same off against any amounts
due to Affiliates hereunder.
     CSSC shall be  responsible  for all service  obligations  on any  insurance
policies  or  related  insurance  products,  and  all  agent  rights,  including
commissions  are  deemed  assigned  to  CSSC.  In the  event  that an  Affiliate
terminates  this  Agreement,  then CSSC shall assign the  Commission  Assignment
Rights and Principal  Servicing  Agent rights to said Affiliate  after the first
year commissions have been paid in full.  Affiliates grant an irrevocable  power
of attorney to, and hereby appoint as their lawful attorney-in-fact, CSSC or its
designee,  for the purpose of  executing,  on their  behalf,  any  assignment of
commission or similar forms, and any appointment forms. The parties  understand,
acknowledge,  and agree that the aforementioned power of attorney is irrevocable
and coupled with an interest.

     6.2 Audits.  Affiliates  agree that CSSC shall have the right,  at any time
during  the term of this  Agreement,  and for a period  of one year  beyond  the
effective  time of any duty or obligation of Affiliates to CSSC  thereafter,  to
require  Affiliates to undergo an audit of  Affiliates'  books and records by an
independent auditor selected by CSSC, as CSSC may deem necessary, to verify that
Affiliates  have not engaged in  transactions in violation of Sections 2.2.2 and
4.3, or violations of other provisions of this Agreement and any Schedule.  CSSC
will pay the costs of such audit  unless the results of the audit  confirm  that
Affiliates have violated this Agreement,  in which case Affiliates  agree to pay
the costs of the audit  (which  CSSC may  deduct  from any sums due and owing to
Affiliates,  or charge to any  credit  card  which  Affiliates  have  previously
authorized CSSC to charge).  The audit provision described herein is in addition
to such audits as may be required by the United States  Securities  and Exchange
Commission,  the National  Association  of Securities  Dealers,  Inc., and other
self-regulatory  organizations  and  governmental  authorities  which  may  have
jurisdiction over portions of CSSC's Program.

     6.3  Indemnification.  The  provisions  of this Section  shall  survive the
termination of this Agreement.
     6.3.1 By  Affiliates.  Affiliates  shall  indemnify  CSSC and its officers,
directors,  employees,  and agents  against,  and hold them harmless  from,  all
losses,  liabilities,  damages,  expenses,  investigative  costs, or other costs
(including,  without limitation,  reasonable attorneys' and paralegals' fees and
other  litigation  expenses),  incurred  by any of them  arising  out of,  or in
connection with, any violation by Affiliates  and/or their employees or staff of
any statute,  regulatory rule, or regulation,  or the policies,  procedures,  or
instructions set forth in the compliance  manuals provided to Affiliates by CSSC
(as said  manuals may be amended  and/or  substituted  from time to time).  CSSC
shall  be  entitled  to  this  indemnification  whether  or not  any  action  or
proceeding  is  prosecuted  to a final  judgment  or  award or is  settled,  and
regardless  of whether or not such  claim also  involves a failure to  supervise
claim against CSSC.
     6.3.2 By CSSC.  CSSC shall indemnify  Affiliates and Affiliates'  officers,
directors,  employees,  and agents  against,  and hold them harmless  from,  all
losses,  liabilities,  damages,  expenses,  investigative  costs, or other costs
(including,  without limitation,  reasonable attorneys' and paralegals' fees and
other  litigation  expenses),  incurred  by any of them  arising  out of,  or in
connection  with,  any  violation  by CSSC and/or its  employees or staff of any
statute, regulatory rule, or regulation,  excluding a failure to supervise claim
against  CSSC  as a  result  of  an  underlying  or  associated  action  against
Affiliates.  Affiliates shall be entitled to this indemnification whether or not
any  action or  proceeding  is  prosecuted  to a final  judgment  or award or is
settled.

     6.3.3  Right of Offset.  The parties  shall be  entitled,  upon  reasonable
notice to the other and without any  further  action,  to offset any amount that
may become due and owing  under this  Agreement  against  any  consideration  or
compensation  that may become due or owing to the other.  In the event the other
party  shall  contest  the  prospective   offset  by  submitting  the  issue  to
Arbitration,  pursuant to Section 5, above,  no such offset shall be made unless
and until the offset shall be sanctioned by a ruling in that proceeding.
     6.4 Choice of Law.  This  Agreement  was made and accepted in, and shall be
construed in  accordance  with the laws of (without  regard to conflicts of laws
principles), the state of Michigan.

     6.5 Specific  Performance/Enforcement.  Affiliates agree that any breach of
the provisions of Sections  2.2.2,  4.1, 4.2, 4.3, and other  provisions of this
Agreement  and  any  Schedule   (from  time  to  time   amended)   dealing  with
confidentiality,  non-competition,  regulatory  compliance  and fair and  honest
dealings by Affiliates (which,  together with the provisions for indemnification
and collection of amounts due CSSC,  will survive any  termination or expiration
of  this  Agreement  and  remain  binding  on  Affiliates),   would  cause  CSSC
irreparable  damage,  and that, in addition to any other  remedies  available to
CSSC,  and  notwithstanding  the  Agreement to Arbitrate  set forth in Section 5
herein, CSSC shall be entitled to a restraining or injunctive order from a court
of competent jurisdiction  restraining or preventing Affiliates'  anticipated or
actual breach of these Sections.

     In the event that CSSC obtains such a restraining order or injunctive order
restraining or preventing Affiliates  anticipated or actual breach of the above
described  provisions of the Agreement,  but not as a precondition to such, CSSC
shall also be entitled to an award of the direct and consequential  damages that
it has sustained as a result of said breach or  anticipated  breach,  but in any
event in an amount not less than the income  obtained  by  Affiliates,  or those
acting in concert with Affiliates,  in using said Confidential  Information.  In
addition, if it is determined that Affiliates have violated the terms of Section
4.3, then Affiliates  shall pay to CSSC damages in an amount equal to the amount
of revenue generated by Affiliates in violation of Section 4.3 multiplied by the
percentage revenue share for CSSC set forth on Schedule D.
     The prevailing  party shall be entitled to an award of its attorneys'  fees
and  other  costs  and  expenses  associated  with any  action  to  enforce  the
provisions of this Agreement or the collection of any amounts due hereunder.
     6.6 General. No modification or amendment of this Agreement shall be valid,
and no term,  provision,  or right granted  pursuant to this Agreement  shall be
deemed  waived,  and no  breach  of this  Agreement  shall  be  excused,  unless
documented in a writing  signed by the parties.  Any consent by any party to, or
waiver of, a breach by the other party, whether expressed or implied,  shall not
constitute  consent to,  waiver of, or excuse of, any  different  or  subsequent
breach.  The invalidity of any provision in this Agreement  shall not affect the
validity of any other provision.  If any one or more of the provisions contained
in this Agreement  shall be held to be excessively  broad as to time,  duration,
geographical scope, activity, or subject, it shall be construed,  by limiting or
reducing  it,  so as to be  enforceable  to  the  fullest  extent  permitted  by
applicable law.  Headings in this Agreement are provided solely for convenience,
and shall be of no effect in construing this Agreement.  Notices,  when required
by this  Agreement,  shall be deemed  given  when sent to the  parties  at their
respective  addresses set forth on the signature page, by certified mail, return
receipt requested, or by overnight delivery service.

     IN WITNESS WHEREOF, the Parties hereto,  intending to be fully bound by the
terms hereof and all Schedules hereto,  have hereby  individually  executed this
Agreement  (in  the  case  of  Individual  Program  Participants)  and  by  duly
authorized  officers,  members and/or partners (in the case of other  entities),
all effective on the 29 day of January,2002.

BANK:

First Security Bank of Lexington         /s/ John S. Shropshire
___________________________________ By:______________________________
(Please print or type Bank name)
                                    Its:___President & CEO___________
                                    Date: 1-20-02
                                    Address:__318 East Main Street___
                                    __________Lexington, KY  40507___


CONSULTING SERVICES ENTITY:


_________________________________   By:______________________________
(Please print or type name of Consulting
Services Entity)                    Its:______________________________
                                    Date:____________
                                    Address:_________________________
                                    _________________________________


PROGRAM PARTICIPANTS:
Each  individual  associated  with the  Consulting  Services  Entity who becomes
affiliated  with CSSC must execute this  Agreement  below,  or later  execute an
Addition of Party  signature page adding the individual as a bound party to this
Agreement.
Individual's Name (printed or typed)       Individual's Signature          Date


John S. Shropshire                      /s/John S. Shropshire        1-29-02
         Address: 656 Tally Road, Lexington, KY  40502


Wayne Stefanovich                       /s/Wayne Stefanovich         1-29-02
         Address:  1353 Corona Drive, Lexington, KY  40514


D.Keith Preston                         /s/D.Keith Preston           1-29-02
         Address:  1348 Tanforan Drive, Lexington, KY  40517


Paul Victor Rowe                        /s/Paul Victor Rowe          1-29-02
         Address:1368 Deer Lake circle, Lexington, KY  40515

R.Greg Kessinger                        /s/R.Greg Kessinger          1-29-02
        Address: 2063 Old Nassau Road, Lexington, KY  40504

                                     EX-21
                                  Subsidiaries
                                                                Exhibit 21
     Subsidiaries of First Security Bancorp, Inc.

     First Security Bank of Lexington, Inc.