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, 2000

___       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)
------------------------------------------------------------- ------------------
400 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:  $9,777,000

State the aggregate market value of the voting stock held by non-affiliates of
the registrant on March 26, 2001: $10,340,066.

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, 2001
---------------------------                       -----------------------------
Common Stock, no par value                                    1,456,250

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





<PAGE>



                          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




<PAGE>


                                  Part I

Item 1. Description of Business

General

         First  Security  Bancorp has conducted no business  since its formation
(and has no expectation to conduct any business in the foreseeable future) apart
from its ownership of First  Security  Bank.  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  17  commercial   banks  and  thrift
institutions  with offices  located in Fayette  County,  Kentucky,  which is the
Bank's  primary  market area. As of December 31, 2000, the Bank had total assets
of $134 million and total deposits of $116 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 8:00 a.m. to 5:30 p.m., Monday through Thursday,  from 8:00 a.m.
to 6:00 p.m.  on Friday,  and 9:00 a.m. to 12:00 p.m.  on  Saturday.  The branch
office lobbies are open from 8:30 a.m. to 5:00 p.m.,  Monday  through  Thursday,
8:30 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 8:30 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 1998,  1999 and 2000.  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."




<PAGE>







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

                                       2000              1999             1998
                                       ----              ----             ----

 Income Statement Data:

Interest income             $          9,568  $          5,387  $         2,118

Interest expense                       5,722              3,010           1,093

Net interest income                    3,846              2,377           1,025

Provision for loan losses                425                487             329

Noninterest income                       209                139              41

Noninterest expense                    2,777              2,007           1,845

Net income                               853                 22          (1,261)


 Balance Sheet Data:

Total assets                $        134,459  $        94,515   $        47,135

Total securities                      13,260            4,331             5,014

Total loans, net                     105,877           77,378            34,068

Allowance for loan losses              1,221              819               335

Total deposits                       115,543           83,412            38,613

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

FHLB Advances                          1,049                -                 -

Total shareholders' equity            15,612            8,215             8,281


 Per Share Data:

Basic earnings per share    $            .81  $            .02  $         (1.26)

Diluted earnings per share               .79               .02            (1.26)

Book value                             11.03              8.22             8.28

 Performance ratios:

Return on average assets                 .74%              .03%          (4.01)%

Return on average common equity         8.63               .27           (14.13)

Net interest margin                     3.48              3.45             3.44

Efficiency ratio                          69                80              173



 Asset quality ratios:

Non-performing assets to total loans     ---%              ---%             .02%

Net loan charge-offs to average loans    .02               ---              .06

Allowance for loan losses               1.14              1.05              .97
 to total loans


 Capital ratios:

Average shareholders'equity
 to average total assets                8.66%            11.37%           28.42%

Leverage ratio                         12.04              9.39            19.40

Tier 1 risk-based capital ratio        13.46             10.47            22.40

Total risk-based capital ratio         14.52             11.50            23.30


 Other key data:

 End-of-period full-time
  equivalent employees                    30                22               21

 Number of bank offices                    3                 2                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
     our policies.



<PAGE>



         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 two 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 $4.3 million and $2.9 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.


<PAGE>




         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 taking 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.



<PAGE>



         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 you and other 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:


<PAGE>




                           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
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;



<PAGE>



      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 our
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. First Security Bank will also
be permitted  to invest an aggregate  amount not in excess of 40% of its capital
in such real estate,  including furniture and fixtures,  as is necessary for the
convenient transaction of its business.  First Security Bank has no present plan
to make any  such  investment  though  its  board of  directors  may  alter  the
investment policy without shareholder approval.

         Financial  Planning.  First  Security  Bank is exploring  using a third
party provider or creating a partnership, joint venture or other relationship to
offer financial  planning,  investment  services and insurance  services through
First Security Bank. 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.

<PAGE>

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 $6,000 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  thirty-three
(33) employees,  including six (6) 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 Controller
                           Executive Administrator and Human Resources Officer
                           Assistant Vice-President and Internal Auditor

                           Retail Operations

                           Three Branch Managers
                           Fourteen Tellers/New Accounts Staff
                           Two Marketing/Business Deposit Representatives
                           Information Systems Analyst

                           Lending

                           Consumer/Installment/Mortgage Lender
                           Commercial Lender
                           New Business Development Officer
                           Senior Loan Administrator
                           Four Loan Support Employees



<PAGE>



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 our judgment,  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  a total of 80  offices  in
Fayette County as well as 2 federal savings banks operating four 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 financial  institutions with
offices in Fayette County,  and the deposits (in millions)  attributable to such
offices, as of June 30, 2000:

                                                  June 30, 2000       Number of
                           Institution              Deposits           Offices

     Bank of the Bluegrass and Trust Company          $ 83                 1
     Bank One, Kentucky, N.A.                        1,046                14
     Central Bank & Trust Co.                          586                12
     Fifth Third Bank, Kentucky, Inc.                  310                 8
     First Southern National Bank                       27                 1
     National City Bank of Kentucky                    321                13
     Community Trust Bank, N.A.                         68                 4
     PNC Bank of Kentucky                              130                 4
     Republic Bank and Trust Co.                       131                 4
     Vine Street Trust Co.                             210                 4
     Whitaker Bank, N.A.                                79                 5
     Progressive Bank, N.A.                              6                 1
     Traditional Bank of Kentucky, Inc.                 45                 2
     Firstar Bank, N.A.                                140                 5
     First Security Bank                               103                 2
                                                     -----                 -
                                                    $3,285                80

<PAGE>

                                   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.

         The Lexington  banking  market is comprised of seven  central  Kentucky
counties.

             Lexington-Fayette County Metropolitan Statistical Area

    County               County Population          Largest City Population
    ------               -----------------          -----------------------
    Fayette                  243,785                Lexington          243,785
    Bourbon                   19,363                Paris                8,898
    Clark                     32,457                Winchester          15,937
    Jessamine                 37,300                Nicholasville       17,099
    Madison                   67,690                Richmond            27,644
    Scott                     32,249                Georgetown          14,365
    Woodford                  22,773                Versailles           8,233
                           ---------                               -----------
    TOTAL MSA                455,617                                   335,961

         Lexington is the center of a  seven-county  metropolitan  area that has
experienced  rapid growth over the past 15 years.  Based on  estimates  from the
U.S. Bureau of Census,  the MSA's  population  stood at 455,617 on July 1, 1999.
This represented  12.2% growth from 1990 and 22.8% growth since 1980.  Likewise,
over the last several years, Lexington has experienced  considerable  population
growth. From 1980 to 1990,  Lexington grew at an annual rate of 0.99% and 10.38%
overall.  As of July 1, 1999,  Lexington  had grown  during the 1990's by 18,000
people.

         Between   1990  and  1997,   the  per   capita   personal   income  for
Lexington-Fayette  County residents and the Lexington MSA increased at a rate of
37.8% and 36.9%, respectively. The average household income in the Lexington MSA
grew by 45% from 1985 to 1995.

<PAGE>
         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't          2,597
                                    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
         First Security Bank's main office is located at 400 East Main Street in
Lexington, Kentucky. In December, 2000, First Security Bank purchased a building
at 318-320 East Main Street, Lexington, Kentucky at a cost of $3.5 million which
will serve as First Security Bank's (and First Security Bancorp's) main offices.
This  relocation  should  occur  during  the  summer  of  2001,  and a  cost  of
approximately  $750,000  is  anticipated  for  equipping  this site for  banking
activities.

         First  Security Bank has two branch  offices  located at 2100 Southview
Drive and 3616 Walden Drive in Lexington. Both branch offices have drive-through
and automatic teller facilities.

         First  Security  Bank's main offices and Southview  Drive branch office
are leased and the land for the Walden Drive branch  facility has been leased as
well.  First  Security  Bank's main  office  lease is for a period of five years
(beginning  October 15,  1997),  with First  Security Bank holding the option to
extend said lease term for three  additional  terms of three years each.  During
the first two years of the initial term of this lease,  First  Security  Bank is
obligated to pay annual rental of $66,000, with such annual rental increasing to
$69,000 for the other three years of the initial term.  The annual rental during
the first two and the third of the lease  options  will  increase to $70,000 and
$73,200, respectively.

<PAGE>
         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.

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 the First Security Bancorp. To the knowledge of management,  no
proceedings  have  been  or are  contemplated  by or  against  any  governmental
authority in connection with the 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, 2000.

                                     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, 2000,  there were 1,414,778  shares of common
stock outstanding and beneficially held by approximately 411 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):

<PAGE>

                                   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

              These price  quotations  are derived  from data  furnished  by the
     National  Association  of Securities  Dealers and,  accordingly,  we cannot
     guarantee the accuracy or reliability of such price quotations. Some trades
     may occur which are not reported by the NASD. Since there is no established
     public trading market for our 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 our 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 34
     to 56 of this report.


<PAGE>
Overview

         The mission of First  Security  Bank is to firmly  establish  itself in
Lexington,  Kentucky  as  a  community  owned  and  operated  full-service  bank
providing  traditional  products and services  typically  offered by  commercial
banks.  The Lexington  banking market is highly  competitive  with 17 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 and
ownership has proven effective for First Security Bank in attracting  customers,
fostering loyalty and establishing and maintaining strong asset quality.

         Following  completion of a $10 million initial  capital  offering ($9.8
million net of commissions on the sale of stock),  First Security Bank commenced
operations as a newly-chartered commercial bank on November 17, 1997 at 400 East
Main  Street,  Lexington,  Kentucky.  Since  inception,  its  balance  sheet has
steadily  grown to $134.5 million in total assets at December 31, 2000 which was
sufficient to produce positive earnings on a monthly basis starting with August,
1999. As a result of becoming profitable,  First Security Bancorp's  accumulated
deficit had declined to $639,000 at December 31, 2000,  which not only  includes
net profit since inception,  but $133,000 of pre-opening  expenses reimbursed to
the organizers upon commencement.

         First  Security  Bancorp  became the holding  company of First Security
Bank on May 31, 2000. Accounted for as an internal reorganization, each of First
Security Bank's  outstanding shares of common stock was exchanged for two shares
of First Security  Bancorp stock.  The  transaction  was approved by the Federal
Reserve  Board,  the Federal  Deposit  Insurance  Corporation  and the  Kentucky
Department of Financial Institutions. This structure will permit the offering of
a broader  range of  financial  products and  services  than would  otherwise be
available. Information is presented as if First Security Bancorp had existed and
owned First Security Bank for all periods presented.

         In order to support  continued  strong 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).
Shareholders'  equity to total  assets  increased  to 11.6% at year-end  2000 as
compared to 8.7% at year-end 1999.



<PAGE>

         To support its growing  customer  base and to continue to increase  its
Lexington  presence,  First  Security  Bank  opened its third  branch  office in
November 2000 at 3616 Walden Drive investing $1.2 million and in December,  2000
purchased  a former  banking  facility  at 318-320  East Main Street in downtown
Lexington  for $3.5  million to replace its current  main  office.  The new main
office will  significantly  increase First Security Bank's downtown presence and
visibility and includes the added convenience of drive-thru  windows and an ATM.
It is expected  that an  additional  $750,000  will be invested to prepare  this
facility for use by summer 2001. More recently,  First Security Bank also signed
a letter of intent to purchase and renovate a fourth branch location and expects
to invest $1.0 million to prepare it for use during the second half of 2001. The
impact of these new locations will cause an increase in non-earning assets which
may slow near-term growth in net interest income.  Further, growth in net income
and book  value per  share  will be  negatively  impacted  until  the  growth in
earnings from these new locations  covers the associated  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
impacts.

         First  Security  Bancorp  and First  Security  Bank have not  needed to
record income tax expense since  inception as the result of losses  generated in
First  Security  Bank's  first years of  operation.  As  cumulative  profits are
approaching prior losses,  management  expects to need to begin recording income
tax expense beginning in the third or fourth quarter of 2001.

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 2000  increased  to $853,000 as compared to $22,000 in 1999 which
increased  ROE to 8.63% from .27% and ROA to .74% from .03%.  It is not uncommon
for newly  organized  banks,  like First  Security  Bank, to incur net losses or
limited earnings during their first years of operation.  First Security Bank had
its  first  monthly  profit  beginning  with  August  1999  and has  experienced
improving  results  virtually every month since.  The improvement in earnings is
the result of  continued  growth in net  interest  income in excess of growth in
noninterest expenses.

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.



<PAGE>



Total  interest  income  increased  from $5.4 million in 1999 to $9.6 million in
2000.  The increase  resulted  primarily  from growth in loans.  Total  interest
expense  increased  from $3.0 million in 1999 to $5.7 million in 2000  primarily
from growth in time deposits.  Comparing the same periods,  the spread increased
from 2.72% to 2.76% and the margin  increased from 3.45% to 3.48%.  The increase
in spread and margin is primarily the result of an increasing  rate  environment
in  2000  and  rates   repricing   slightly  faster  on  First  Security  Bank's
interest-earning assets than rates on its interest-bearing  liabilities.  As the
result of the  increase in earning  assets,  and rates to a lesser  degree,  net
interest income increased $1.5 million in 2000 compared to 1999.

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, 2000
                                 (in thousands)

                             Average                                 Average
                             Balance           Interest              Rate

     ASSETS
     Interest-earning
     assets:
     Securities              $6,918              $432                 6.24%

     Loans (1)

     Commercial              29,532             2,752                 9.32

     Real estate commercial  45,429             3,964                 8.73

     Real estate              9,938               907                 9.13
     residential

     Consumer                 9,694               939                 9.69
                              -----               ---

     TOTAL                  $94,593            $8,562                 9.05

     Federal Funds Sold       8,946               574                 6.42
                              -----               ---                 ----

     Total                 $110,457            $9,568                 8.66%
     interest-earning
     assets

     Allowance for loan      (1,014)
     losses

     Noninterest-earning
     assets

     Premises and equipment  1,304

     Cash and due from       2,512
     banks

     Interest receivable       847
     and other assets        -----

     Total Assets         $114,106
                          ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

     Interest-bearing liabilities

     Deposits

     Interest-bearing

     Demand deposits       $16,217           $721                      4.45%

     Savings deposits        9,754            507                      5.20

     Time deposits          69,650          4,407                      6.33
                            ------          ------

     Total interest-bearing
     deposits                95,621         5,635                      5.89

     Borrowed funds           1,324            87                      6.57
                              -----            --

     Total interest-bearing
       liabilities           96,945         5,722                      5.90

     Noninterest-bearing liabilities

     Noninterest-bearing
     demand deposits          6,615


     Interest payable and       661
     other liabilities

     Stockholders' equity     9,885
                              -----

     Total Liabilities     $114,106                                    2.76%
     and Stockholders'     ========
     Equity

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

     Net interest margin                                               3.48%
<TABLE>
<CAPTION>

                                                                 AVERAGE BALANCE SHEETS AND RATES
                                                                    Years ended December 31,
                                                        1999                                    1998

                                                                            (in thousands)

                                           Average                 Average Rate     Average                  Average
     ASSETS                                Balance     Interest                     Balance      Interest       Rate

     Interest-earning assets:
     <S>                                    <C>            <C>           <C>         <C>             <C>       <C>
     Securities                             $3,813         $206          5.40%       $1,520          $84       5.53%

     Loans (1)

     Commercial                             20,526        1,734           8.45        5,369          470        8.75

     Real estate commercial                 23,921        2,036           8.51        5,540          515        9.30

     Real estate residential                 5,744          470           8.18        2,255          182        8.07

     Consumer                                5,943          494           8.31        1,765          150        8.50
                                              ----        -----                       -----         ----
     TOTAL                                 $56,134       $4,734           8.43      $14,929       $1,317        8.82


     Federal funds sold                      9,040          447           4.94        13,307          717       5.39
                                             -----        -----                       ------         ----
     Total interest-earnings assets        $68,987       $5,387          7.81%       $29,756       $2,118       7.12%

     Allowance for loan losses                (579)                                     (104)

     Noninterest-earning assets

     Premises and equipment                      805                                     734

     Cash and due from banks                   1,789                                     718

     Interest receivable and other
     assets                                      480                                     296
                                                 ---                                     ---
     TOTAL ASSETS                            $71,482                                 $31,400
                                              ======                                  ======
</TABLE>

<TABLE>
                                    LIABILITIES AND STOCKHOLDERS' EQUITY

     Interest-bearing liabilities

     Deposits

     Interest-bearing
     <S>                                   <C>              <C>          <C>           <C>              <C>       <C>
     Demand deposits                       $15,160          $661         4.36%         $7,604           $351      4.62%

     Savings deposits                        3,476           136          3.91          1,333             49       3.68

     Time deposits                          40,220         2,198          5.47         11,977            693       5.79
                                            ------         -----                       ------            ---
     Total interest-bearing deposits        58,856         2,995          5.09         20,914          1,093       5.23


     Borrowed Funds                            309            15          4.91           ----           ----
                                              ----          ----                         ----           ----
     Total interest-bearing                 59,165         3,010          5.09%        20,914          1,093      5.23%
     liabilities

     Noninterest-bearing liabilities

     Noninterest-bearing                     3,837                                      1,420
     demand deposits

     Interest payable and                      351                                        143
     other liabilities

     Stockholders' equity                    8,129                                      8,923
                                             -----                                      -----
     Total Liabilities and
     Stockholders' Equity                  $71,482                                    $31,400
                                            ======                                     ======

     Net interest income and
     interest rate spread                                 $2,377         2.72%                        $1,025      1.89%

     Net interest margin                                                 3.45%                                    3.44%
</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 $246,000 for 1999
and $101,000 for 1998.

         The  following  table  depicts  the  dollar  effect of volume  and rate
changes from  December 31, 1999 to December 31, 2000.  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
                                             2000 Compared to 1999
                                          Increase (Decrease) Due to

                                          Volume          Rate          Total

     December 31,                                   (in thousands)

     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              1

       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
                                          ======         =====       ========

<PAGE>

VOLUME/RATE ANALYSIS
                                             1999 Compared to 1998
                                          Increase (Decrease) Due to
                                 Volume             Rate                 Total
                                                      (in thousands)
December 31,
Interest Income
  Securities                      $ 124             $ (2)            $     122
  Loans                           3,477              (60)                3,417
  Federal funds sold               (215)             (55)                 (270)
                                --------          -------            ----------
  Total interest income           3,386             (117)                3,269
Interest expense
  Interest-bearing demand deposits  330              (20)                  310
  Savings deposits                   84                3                    87
  Time deposits                   1,546              (41)                1,505
  Borrowed Funds                     15               --                    15
                                 ------          --------             --------
  Total interest expense          1,975              (58)                1,917
                                 ------          --------             --------
Net interest income              $1,411          $   (59)              $ 1,352
                                 ======          ========            =========

Noninterest Income and Expense

     Noninterest  income is comprised  primarily  of service  charges on deposit
accounts.  Total service charges  increased from $102,000 in 1999 to $132,000 in
2000.  Service  charges  increased  during the reported  periods  primarily as a
result of the increase in the number of deposit  accounts and are anticipated to
continue  to  increase  as First  Security  Bank  continues  to grow its deposit
portfolio  and diversify its mix.  Other  noninterest  income other than deposit
service charges, was $37,000 in 1999 and $77,000 in 2000.
<PAGE>
         The  largest  components  of  noninterest   expense  are  salaries  and
benefits. Salaries and benefits were $1.1 million in 1999 increasing by $300,000
to $1.4 million in 2000. The increase in salary  expense  resulted from a number
of staffing  additions designed to accommodate  current and anticipated  growth.
Noninterest expenses, exclusive of salaries and benefits, were $909,000 in 1999,
increasing  to $1.4  million in 2000.  The  increase  is  attributable  to costs
associated  with the  formation of First  Security  Bancorp,  professional  fees
associated with becoming a public company, and increases in advertising.  Two of
the  more  commonly  used  ratios  to  analyze  a  bank's  noninterest   expense
performance are (i) assets per employee,  and (ii) efficiency  ratio. The assets
per  employee  ratio is computed by dividing  total end of period  assets by the
number  of  full-time  equivalent  employees  at  the  end of  the  period.  The
efficiency ratio expresses  noninterest expenses as a percentage of net interest
income plus other fee income.  At December 31, 2000,  First  Security  Bancorp's
assets per employee  ratio was $4.5 million  versus $4.3 million at December 31,
1999.  The  efficiency  ratio for 2000 was 69%,  improving from 80% in 1999. The
improvement  was primarily a result of the growth in earning assets at a rate in
excess of the growth in noninterest expenses.  The efficiency ratio is likely be
negatively  impacted  temporarily  as a  result  of the  anticipated  growth  in
non-earning assets and noninterest expense incurred from the addition of a third
branch in fourth quarter 2000 and from the relocation to the new main office and
addition of a fourth branch location in 2001.

       No income tax has been recorded since First Security Bank's  inception as
earnings have not exceeded the previous  losses.  As of December 31, 2000, First
Security  Bancorp had a net deferred  tax asset of $221,000,  (See Note 9 to the
Consolidated  Financial  Statements).  Due to the uncertainty  concerning  First
Security  Bancorp's  near-term  ability  to  utilize  this  asset,  a  valuation
allowance in the same amount has been established.  The valuation allowance will
be reduced as First Security  continues to generate taxable  earnings.  Once the
valuation  allowance is fully  utilized,  which is  anticipated  to occur in the
third or fourth  quarter of 2001,  First Security  Bancorp will begin  recording
income tax expense which will amount to approximately 34% of pre-tax net income.

Financial Condition

         Total assets  increased  42% from $94.5 million at December 31, 1999 to
$134.5  million at December 31, 2000.  The increase is primarily the result of a
37% increase in net loans from $77.4  million to $105.9  million and to a lesser
extent the increase in securities  available for sale from $4.3 million to $13.2
million.  The growth in assets was funded by a 38%  increase  in  deposits  from
$83.4 million at December 31, 1999 to $115.5  million at December 31, 2000. To a
lesser extent,  growth in assets was also funded by an increase in shareholders'
equity from $8.2 million to $15.6  million as a result of current year  earnings
of $853,000 and First Security  Bancorp's offering of common stock in 2000 which
provided $6.3 million.

Loans

          Net loans  increased  $28.5  million or 37% from  December 31, 1999 to
December 31, 2000. The majority of the increase in 2000 was in commercial  loans
and commercial real estate loans and, to a lesser extent,  residential loans. As
of December 31, 2000,  approximately 79% of First Security Bank's loan portfolio
was in loans to commercial  businesses and commercial  real estate  borrowers as
compared to 80% in 1999.

         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.  The loan portfolio is primarily to customers within
the Fayette County area.
<PAGE>

         Approximately  97% of First  Security  Bank's  loans  mature or reprice
within five years or less.  Residential  (1-4 family) real estate loans are held
in the First  Security  Bank  portfolio,  the  majority of which  amortize up to
thirty  years,  but that  mature or reprice  in five years or less.  In order to
accommodate customers that prefer longer term fixed rate mortgage loans, we have
established a relationship  with a local mortgage company which  underwrites and
sells  these  long term  fixed rate  loans  into the  secondary  market.  Income
received from this relationship is included as other income.

         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,  we have 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 our
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).
<PAGE>
LOANS

December 31,                      2000               1999              1998
                                               (in thousands)

Commercial                    $ 31,257            $26,596           $12,469

Real Estate - Commercial        53,058             35,855            14,125

Real Estate - Residential       11,663              7,450             3,831

Consumer                        11,120              8,296             3,978
                              --------             ------            ------
Total                         $107,098            $78,197           $34,403
                               =======             ======            ======

SELECTED LOAN DISTRIBUTION
                                                  As of December 31, 2000
                                                        (in thousands)

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

Fixed rate maturities                $66,854   $ 7,074       $56,259     $3,521

Variable rate repricing frequency     40,244    34,826         5,418         --
                                     -------    ------        ------     ------

Total                               $107,098   $41,900       $61,677     $3,521
                                     =======    ======        ======      =====

<PAGE>

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 newly 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.



<PAGE>
         Management  believes the allowance for loan losses at December 31, 2000
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.  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  allocated  to the types of
loans in the portfolio:

MANAGEMENT'S ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

December 31            2000               1999               1998

                           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        $514      29.2%    $348     34.0%      $142     36.2%

Real Estate -
Commercial         364      49.5      270     45.9        110      41.1

Real Estate
-Residential        85      10.9       71      9.5         26      11.1

Consumer           258      10.4      130     10.6         57      11.6
                  ----      ----     ----     ----       ----      ----

Total           $1,221     100.0%    $819    100.0%      $335     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.
<PAGE>
         The following table sets forth loan charge-offs and recoveries:

SUMMARY OF LOAN LOSS EXPERIENCE

 Years ended December 31,             2000             1999              1998
                                               (dollars in thousands)

Balance at beginning of period        $819             $335               $15
Charge-offs
 Commercial                           (23)             ---                ---

 Real Estate                          ---              ---                ---

 Installment (Consumer)               ---              (3)                (9)
                                      ---              ---                ---
 Total                                (23)             (3)                (9)

Recoveries

 Commercial                           ---              ---                ---

 Real Estate                          ---              ---                ---

 Installment (Consumer)               ---              ---                ---
                                      ---              ---                ---
 Total                                ---              ---                ---

Net charge-offs                       (23)              (3)                (9)

Provision for loan losses             425              487                329
                                      ---              ---                ---
Balance at end of period           $1,221             $819               $335
                                    =====              ===                ===

Loans at end of period           $107,098          $78,197            $34,403

Average loans                     $94,593          $56,134            $14,929

Ratios:
   Allowance for loan losses to
   total loans                      1.14%             1.05%              0.97%

 Net loan charge-offs to average
   loans for the period             0.02%              ---               0.06%

<PAGE>

         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
collectable.  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. As the table above illustrates, First Security Bank has experienced a
relatively small number (and dollar amount) of charge-offs during its operation.
Management  expects  charge-offs  to  increase  in  future  periods  as the loan
portfolio matures, and as loans to consumers and small businesses  increase.  In
addition,  adverse changes in the economy could negatively affect our commercial
and commercial real estate loans.

NON-PERFORMING ASSETS

December 31,                           2000              1999            1998
                                                 (dollars in thousands)

Loans on non-accrual status           $ ---               ---            $6

Loans past due 90 days or more            2               ---           ---
                                         --               ---           ---
 Total non-performing loans               2               ---             6
                                         --               ---           ---

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

Total non-performing assets             $ 2              $---           $ 6
                                        ===               ===           ===

Percentage of non-performing loans
 to total loans                         ---%              ---%          .02%

 Percentage of non-performing
 assets to total loans                  ---%              ---%          .02%

Investment Securities

         Through all the reported periods,  our investment  portfolio  consisted
primarily of U.S. Government agency securities. The amortized cost of investment
securities increased from $4.4 million as of December 31, 1999, to $13.2 million
as of December 31, 2000. The increases in investment securities were to reemploy
excess liquidity into higher yielding assets.  The weighted average yield of the
portfolio  increased from 5.33% as of December 31, 1999, to 6.85% as of December
31, 2000.  The weighted  average  maturity of First Security  Bank's  investment
portfolio increased from 2.7 years at December 31, 1999 to 6.4 years at December
31, 2000.

INVESTMENT PORTFOLIO


December 31,                             2000            1999             1998
                                                     (in thousands)

Investment securities available for sale

U.S. Treasury and U.S. Government      $10,945          $3,682          $4,497
Agencies
Mortgage-backed                          2,295             629             497
                                         -----             ---             ---
Total debt securities                   13,240           4,311           4,994
Equity                                      20              20              20
                                            --              --              --
Total Securities                       $13,260          $4,331          $5,014
                                       =======          ======          ======



                             As of December 31, 2000
                             (Dollars in thousands)                   Weighted
                                           Amortized     Fair         Average
Investment securities available for sale      Cost       Value         Yield

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

Within one year                              $750         752           5.42%

Over one year through five years            6,912       6,984           6.68

Over five years through ten years           1,414       1,447           7.22

Over 10 years through 15 years              1,802       1,762           7.57
                                            -----       -----
Total                                      10,878      10,945           6.85

Mortgage-backed securities

Over five years through ten years           1,501       1,524           6.91

Over 10 years through 15 years                 --          --             --

Over 15 years through 20 years                752         771           7.00
                                            -----       -----
Total                                       2,253       2,295           6.94
Equity Securities                              20          20             --
                                          -------      ------
Total available for sale investment       $13,151     $13,260           6.85%
securities                                =======     =======


         The general rise in interest  rates  resulted in  unrealized  losses of
$95,000 in the fair value of our  securities  portfolio as of December 31, 1999.
Conversely,  a decrease in the general  level of interest  rates  resulted in an
unrealized  gain of  $109,000  in the  fair  market  value of  securities  as of
December  31,  2000.  Unrealized  losses  and  unrealized  gains are a result of
changes in the general  level of interest  rates  since  these  securities  were
purchased  and are  accordingly  due to market risk  rather  than  credit  risk.
Through the reported  periods,  all of the securities  comprising our 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. 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.


<PAGE>

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,                             2000           1999             1998
                                                   (in thousands)
 Interest-bearing demand deposits   $  15,028        $ 17,488          $12,192

 Savings deposits                      12,784           6,598            3,718

 Time deposits                         57,707          39,772           14,710

 Time deposits $100,000 and over       21,750          14,397            5,247
                                      -------          ------          -------

   Total interest-bearing deposits    107,269          78,255           35,867

   Total noninterest-bearing deposits   8,274           5,157            2,746
                                      -------          ------           ------

   Total                            $ 115,543         $83,412        $  38,613
                                      =======          ======           ======

MATURITIES OF TIME DEPOSITS $100,000 AND OVER

                                December 31, 2000
                                 (in thousands)

                 0-3 months                 $ 5,097

                 3-6 months                   6,842

                 6-12 months                  1,364

                 12 months and over           8,447
                                           --------

                 Total                      $21,750
                                             ======

<PAGE>

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 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
three  correspondent  banks  aggregating  approximately  $10.5 million;  secured
repurchase  agreement  line of credit from a  correspondent  bank based upon the
market value of pledged  securities;  and a secured line of credit in the amount
of   approximately   $650,000  from  the  Federal  Reserve  Bank  of  Cleveland.
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, 2000, First Security Bank could borrow an additional
$11.9 million based on available collateral.

         First Security Bank had total short term  borrowings of $2.4 million as
of December 31, 2000 and 1999.  Borrowings at December 31, 2000 were in the form
of customer repurchase agreements in the amount of $1.4 million and Federal Home
Loan Bank advances in the amount of $1.0 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

First  Security  Bancorp  was formed on February  11, 2000 and on May 31,  2000,
acquired all the shares of First Security Bank. Each outstanding  share of First
Security Bank was converted  into two shares of First  Security  Bancorp.  First
Security Bank, in connection with the initial  approval of its charter,  was not
permitted to pay dividends  without prior  approval for its first three years of
operation.  Having  received  approval,  First  Security  Bank paid  $189,000 in
dividends to First Security  Bancorp to fund the expenses  associated with First
Security Bancorp's formation.

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 $630,000.



<PAGE>

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 $7.4 million from $8.2 million
at year-end 1999 (8.7% of total assets) to $15.6 million at year-end 2000 (11.6%
of total  assets).  This increase was  attributable  to the sale of common stock
discussed  above,  net income during 2000 and an improvement in the  accumulated
other  comprehensive  income (loss)  category as market  interest rates declined
favorably at year-end 2000, leading to an increase in the value of the available
for sale security portfolio.

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.  Accordingly,  at
December 31, 2000 and at least  through  2001,  First  Security  Bank cannot pay
dividends  without prior  approval.  First Security  Bancorp also has regulatory
limits on dividends,  but less restrictive.  Beyond regulatory limits, we do 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 13 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 AND COMPREHENSIVE INCOME............    4

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

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

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


<PAGE>




                         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. and its wholly owned subsidiary, First Security Bank of Lexington,
as of  December  31, 2000 and 1999 and the related  consolidated  statements  of
income and comprehensive 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  generally   accepted  auditing
standards.  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. and its wholly owned subsidiary, First Security Bank of Lexington,
as of December 31, 2000 and 1999 and the results of its  operations and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles.




                                                 Crowe, Chizek and Company LLP
Lexington, Kentucky
February 2, 2001



<PAGE>



                          FIRST SECURITY BANCORP, INC.

                           CONSOLIDATED BALANCE SHEETS
                                   December 31
                             (Dollars in Thousands)

                                                       2000              1999
ASSETS
Cash and due from banks                         $     3,774       $     2,219
Federal funds sold                                    4,524             9,053
                                                      -----             -----
   Total cash and cash equivalents                    8,298            11,272
Securities available for sale                        13,260             4,331
Loans                                               107,098            78,197
   Less allowance for loan losses                    (1,221)             (819)
                                                    -------            -------
Net loans                                           105,877            77,378
Federal Home Loan Bank stock                            224               117
Premises and equipment, net                           5,590               758
Accrued interest receivable                           1,062               528
Other assets                                            148               131
                                                     ------            ------

                                                $   134,459       $    94,515
                                                    =======            ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
   Deposits
     Noninterest bearing                        $     8,274       $     5,157
     Time deposits, $100,000 and over                21,750            14,397
     Other interest bearing                          85,519            63,858
                                                     ------            ------
       Total deposits                               115,543            83,412
   Repurchase agreements and short-term
     borrowings                                       1,393             2,382
   Federal Home Loan Bank advances                    1,049                 -
   Accrued interest payable                             624               387
   Other liabilities                                    238               119
                                                        ---               ---
     Total liabilities                              118,847            86,300

Shareholders' equity
   Common stock, no par value:  5,000,000 shares
     authorized; 1,414,778 (2000) and 1,000,000 (1999)
     shares issued and outstanding                    8,071             4,901
   Paid-in capital                                    8,071             4,901
   Accumulated deficit                                 (639)           (1,492)
   Accumulated other comprehensive income (loss)        109               (95)
                                                        ---               ---
     Total shareholders' equity                      15,612             8,215
                                                     ------             -----

                                                $   134,459       $    94,515
                                                    =======            ======
                                See Accompanying Notes
<PAGE>


           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                             Years Ended December 31
                      (In Thousands, Except Per Share Data)
                                                       2000            1999
Interest income
   Loans, including fees                          $   8,562       $   4,734
   Securities - taxable                                 398             202
   Federal funds sold                                   574             447
   Other                                                 34               4
                                                        ---             ---
                                                      9,568           5,387
Interest expense
   Deposits                                           5,635           2,995
   Other                                                 87              15
                                                        ---             ---
                                                      5,722           3,010

Net interest income                                   3,846           2,377

Provision for loan losses                               425             487
                                                        ---             ---

Net interest income after provision for loan losses   3,421           1,890

Noninterest income
   Service charges and fees on deposits                 132             102
   Other                                                 77              37
                                                        ---             ---
                                                        209             139
Noninterest expense
   Salaries and employee benefits                     1,401           1,098
   Occupancy and equipment                              354             317
   Data processing                                      143             101
   Advertising                                           98              68
   Professional fees                                    195              72
   Taxes other than payroll, property and income        145              72
   Other                                                441             279
                                                        ---             ---
                                                      2,777           2,007
                                                      -----           -----

Net income                                              853              22

Other comprehensive income (loss)                       204             (88)
                                                        ---             ---

Comprehensive income (loss)                       $   1,057       $     (66)
                                                      =====             ====
Weighted average shares common stock outstanding:
   Basic                                              1,051           1,000
   Diluted                                            1,084           1,019
Earnings per share:
   Basic                                          $     .81       $    .02
   Diluted                                              .79            .02

                                See Accompanying Notes
<PAGE>
<TABLE>

                      CONSOLIDATED STATEMENTS OF CHANGES IN
                              SHAREHOLDERS' EQUITY
                     Years Ended December 31, 2000 and 1999
                                 (In Thousands)
                                                                                      Accumulated
                                                                                         Other            Total
                                         Common Stock     Paid-In    Accumulated      Comprehensive    Shareholders'
                                       Shares    Amount   Capital      Deficit        Income (Loss)       Equity
<S>                                    <C>      <C>       <C>        <C>               <C>              <C>
Balance, January 1, 1999               1,000    $ 4,901   $ 4,901    $ (1,514)         $      (7)       $    8,281

Net income                                 -          -         -          22                  -                22

Change in unrealized gain
  (loss) on securities available
  for sale                                 -          -          -          -                (88)              (88)
                                        ----       ----        ----       ----               ----             ----
Balance, December 31, 1999             1,000      4,901       4,901    (1,492)               (95)            8,215

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

Net income                                 -          -           -       853                  -               853

Change in unrealized gain
  (loss) on securities available
  for sale                                 -          -           -         -                204               204
                                        ----       ----        ----       ----              ----              ----
Balance, December 31, 2000             1,415    $ 8,071    $  8,071    $ (639)         $     109       $    15,612
                                       =====     ======    ========    =======         =========       ===========
                                See Accompanying Notes
</TABLE>

<PAGE>

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

                                                           2000           1999
Cash flows from operating activities
   Net income                                      $        853     $       22
   Adjustments to reconcile net income to net
     cash from operating activities
       Depreciation                                         137            116
       Amortization and accretion on available
         for sale securities, net                           (32)             3
       Provision for loan losses                            425            487
       Federal Home Loan Bank stock dividends               (14)            (4)
       Change in assets and liabilities:
         Accrued interest receivable                       (534)          (303)
         Other assets                                       (17)           (50)
         Accrued interest payable                           237            229
         Other liabilities                                  119             36
                                                          -----           ----
           Net cash from operating activities             1,174            536

Cash flows from investing activities
   Activity in available for sale securities:
     Maturities and principal repayments                  1,634          2,593
     Purchases                                          (10,327)        (2,002)
   Net change in loans                                  (28,924)       (43,797)
   Purchase of Federal Home Loan Bank stock                 (93)          (113)
   Purchases of building and equipment, net              (4,969)           (43)
                                                        --------       -------
     Net cash from investing activities                 (42,679)       (43,362)

Cash flows from financing activities
   Net change in deposits                                32,131         44,799
   Net change in repurchase agreements and
     short-term borrowings                                 (989)         2,382
   Proceeds from Federal Home Loan Bank advances          1,049              -
   Proceeds from issuance of common stock, net            6,340              -
                                                         ------         ------
       Net cash from financing activities                38,531         47,181
                                                        -------         ------

Net change in cash and cash equivalents                  (2,974)         4,355

Cash and cash equivalents at beginning of period         11,272          6,917
                                                        -------         ------
Cash and cash equivalents at end of period            $   8,298      $  11,272
                                                        =======         ======
Supplemental cash flow information:
   Interest paid                                      $   5,485      $   2,781
                        See Accompanying Notes
<PAGE>

                          FIRST SECURITY BANCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     Years Ended December 31, 2000 and 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The  accounting  and reporting  policies of First  Security  Bancorp,  Inc. (the
"Company") and its wholly-owned subsidiary First Security Bank of Lexington (the
"Bank") conform to generally accepted  accounting  principles and to predominant
practices within the banking  industry.  The significant  policies are described
below.

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 First Security Bank of Lexington.  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.

Nature of Operations: The Bank is a Kentucky corporation incorporated to operate
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.  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
generally accepted  accounting  principles 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 in the near term include the allowance for loan losses and fair values
of securities.

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.

<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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  includes  the  dilutive  effect of
additional potential common shares issuable under warrants and stock options.

<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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:  Beginning  January 1, 2001,  a new  accounting
standard  required  all  derivatives  to  be  recorded  at  fair  value.  Unless
designated  as hedges,  changes in these fair  values  will be  recorded  in the
income statement. Fair value changes involving hedges will generally be recorded
by offsetting  gains and losses on the hedge and on the hedged item, even if the
fair  value of the  hedged  item is not  otherwise  recorded.  Adoption  of this
standard on January 1, 2001 did not have a material effect.

NOTE 2 - SECURITIES

Year-end securities are as follows:
                                              Gross          Gross
                              Amortized     Unrealized     Unrealized      Fair
                                 Cost         Gains          Losses        Value
                                                    (in thousands)
Available for Sale

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 debt securities      13,131           169          (60)       13,240
   Equity                           20             -            -            20
                                ------          ----            --      -------
     Total                   $  13,151     $     169    $     (60)    $  13,260
                                ======          ====          ====      =======
<PAGE>

NOTE 2 - SECURITIES (Continued)
                                              Gross          Gross
                              Amortized     Unrealized     Unrealized      Fair
                                 Cost         Gains          Losses        Value
                                                    (in thousands)
Available for Sale

December 31, 1999
   U. S. Treasury           $     250     $       -      $      (2)    $     248
   U. S. Government agency      3,501             -            (67)        3,434
   Mortgage-backed                655             -            (26)          629
                                -----            --             ---        -----
     Total debt securities      4,406             -            (95)        4,311
   Equity                          20             -              -            20
                                -----            --             ---        -----
     Total                  $   4,426     $       -       $    (95)     $  4,331
                                =====            ==             ===        =====
Contractual   maturities  of  securities  at  year-end  2000  were  as  follows.
Securities  not  due at a  single  maturity  date,  mortgage-backed  and  equity
securities, are shown separately.
                                              Amortized            Fair
                                                Cost               Value
                                                     (in thousands)

Due in one year or less                   $       750         $       752
Due from one to five years                      6,912               6,984
Due from five to ten years                      1,414               1,447
Due after ten years                             1,802               1,762
Mortgage-backed                                 2,253               2,295
Equity securities                                  20                  20
                                                -----               -----
   Total                                  $    13,151         $    13,260
                                               ======              ======
Securities  pledged at year-end 2000 and 1999 had carrying amounts of $2,419,000
and $3,564,000, and were pledged to secure customer repurchase agreements. There
were no securities sales during 2000 or 1999.

<PAGE>

NOTE 3 - LOANS

Loans at year-end were as follows:
                                               2000                1999
                                                    (in thousands)

Commercial                              $    31,257         $    26,596
Mortgage loans on real estate:
   Commercial                                41,397              24,556
   Residential                               11,663               7,450
   Construction                              11,661              11,299
   Home equity                                5,871               4,373
Consumer                                      4,501               3,544
Credit card                                     748                 379
                                                ---                 ---
                                        $   107,098         $    78,197
                                            =======             =======
Changes in the allowance for loan losses were as follows:
                                               2000                 1999
                                                     (in thousands)
Beginning balance                       $       819          $       335
   Loans charged off                            (23)                  (3)
   Recoveries                                     -                    -
   Provision for loan losses                    425                  487
                                                ---                  ---
Ending balance                          $     1,221          $       819
                                              =====                  ===
The  Company  had $61,000 in  impaired  loans at  year-end  2000 with  allocated
allowance for loan losses of $12,000.  Average of impaired loans during 2000 was
$11,000,  interest  income on which was not  material.  Other than the  impaired
loans  above and  $2,000 in loans past due more than 90 days at  year-end  2000,
there were no other impaired or nonperforming loans at year-end 2000 or 1999.

Loans to executive  officers,  directors,  and their  affiliates in 2000 were as
follows (in thousands):

Beginning balance            $     4,635
New loans                          4,211
Repayments                        (2,320)
                                  ------
Ending balance               $     6,526
                                  ======

<PAGE>

NOTE 4 - PREMISES AND EQUIPMENT

Premises and equipment at year-end were as follows:
                                              2000                1999
                                                   (in thousands)
Buildings                               $    4,631         $         -
Leasehold improvements                         516                 514
Furniture and equipment                        800                 464
                                               ---                 ---
    Total cost                               5,947                 978
Accumulated depreciation                      (357)               (220)
                                             -----                ----
   Premises and equipment, net          $    5,590         $       758
                                             =====                ====
The Company leases its original main banking facility and two branch  locations.
Lease  expense for the years ended  December  31, 2000 and 1999 was $125,000 and
$119,000.

Future operating lease commitments as of December 31, 2000 (in thousands):

         2001           $171
         2002            148
         2003             68
         2004             68
         2005             51
                         ---
           Total        $506
                        ====
In December 2000, the Company  purchased an existing  24,000 square foot banking
facility in downtown Lexington for $3.5 million. Intended to replace the current
main  office  which is  leased,  the  Company  expects  to invest an  additional
$750,000 to equip and  prepare the  building  for its use during  2001.  As this
facility is larger than current needs, the Company will lease  approximately two
thirds of the building recognizing $225,000 in annual rent income.


<PAGE>

NOTE 5 - DEPOSITS

The  scheduled  maturities  of time  deposits  as of  December  31, 2000 were as
follows (in thousands):

         2001        $42,142
         2002         32,721
         2003          2,919
         2004            995
         2005            678
                        ----
           Total     $79,455
                     =======
Related party  deposits  totaled  $3,978,000 and $4,044,000 at December 31, 2000
and 1999.


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:
                                              2000           1999
                                                (in thousands)
Average balance during the year              $   1,009  $     309
Average interest rate during the year             5.84%      4.91%
Maximum month-end balance during the year    $   2,558  $   2,382


NOTE  7 - FEDERAL HOME LOAN BANK ADVANCES

The  Federal  Home Loan Bank  advance  is a single  borrowing  with a balance of
$1,049,000  at year-end  2000.  The advance is fixed at 6.71% and will be repaid
through  monthly  principal and interest  payments with a balloon payment of the
remaining  balance in December 2015. The advance is secured by substantially all
1-4 family residential  mortgage loans under blanket pledge arrangement.  Annual
maturities over the next five years range from $10,000 to $14,000.

<PAGE>

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, 2000 and 1999 was $33,000
and $27,000.

NOTE 9 - INCOME TAXES

The components of the provision (benefit) for income taxes consists of:
                                                 2000                 1999
                                                      (in thousands)
Current                                   $         3         $         -
Deferred                                          286                  (8)
Change in valuation allowance                    (289)                  8
                                                -----                  --
                                          $         -         $         -
                                                =====                  ==
An analysis of the  differences  between the statutory U. S. federal  income tax
rate and the effective tax rate is as follows:

                                             2000                 1999
                                                     (in thousands)

U.S. federal income tax rate           $  290     34.0%      $  7     34.0%

Changes from the statutory rate
   Change in valuation allowance         (289)   (33.9)        (8)   (36.5)
   Other                                   (1)     (.1)         1      2.5
                                         ----     ----         --     ----
                                       $    -        - %     $  -        -%
                                         ====     ====         ==     ====
<PAGE>

NOTE 9 - INCOME TAXES (Continued)

The Company's  deferred tax assets and  liabilities are shown below. A valuation
allowance has been  established  due to uncertainty  over the utilization of the
deferred tax assets.
                                                   2000                1999
                                                        (in thousands)
Deferred tax assets
   Net operating loss carryforward          $         -         $       301
   Allowance for loan losses                        373                 229
   Organizational costs                              51                  74
   Other                                              -                   3
                                                    ---                 ---
   Total assets                                     424                 607

Deferred tax liabilities
   Depreciation                             $       (59)                (50)
   Cash to accrual                                 (138)                (49)
   Other                                             (6)                 (1)
                                                   ----                 ----
   Total liabilities                               (203)               (100)
                                                   ----                 ----
                                                    221                 507
Valuation allowance                                (218)               (507)
                                                   ----                 ----
   Net deferred tax asset                   $         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 for the currently
outstanding  options is the fair market value of the Company's share at the date
of the grant. The currently outstanding options are exercisable seven years from
the date of grant and vest either immediately or over a five-year period.

<PAGE>

NOTE 10 - STOCK OPTIONS (Continued)

In 2000,  the  Company  granted  46,200  options  under the plan with a weighted
average  exercise price of $14.70.  At year-end 2000, all of the options granted
remained  outstanding,  14,000 of which  were  exercisable,  and had a  weighted
average remaining life of 6.4 years.

Although the Company has elected to follow APB No. 25, SFAS No. 123, "Accounting
for Stock Based  Compensation"  requires pro forma  disclosure of net income and
earnings  per share as if the  Company  had  accounted  for its  employee  stock
options under that Statement.  The fair value of each option grant was estimated
on the grant date using an option-pricing model.

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:
                                               2000
                                          (In thousands)

Net income
     As reported                         $      853
     Pro forma                                  740

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

Diluted earnings per share
     As reported                          $     .79
     Pro forma                                  .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:
                                                          2000
Weighted averages
     Fair value of options granted                     $  5.99
     Risk free interest rate                              6.44%
     Expected life                                           7 years
     Expected volatility                                    20%
     Expected dividend                                  $    -

<PAGE>

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 $630,000.

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.

<PAGE>

NOTE 12 - SHAREHOLDERS' EQUITY AND REGULATORY MATTERS (Continued)

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
below.
<TABLE>
                                                                                                 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)
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

1999 (Bank Only)

Total Capital to Risk Weighted Assets        $ 9,129        11.5%       $6,348        8%          $ 7,935     10%
Tier 1 Capital to Risk Weighted Assets         8,310        10.5         3,174        4             4,761      6
Tier 1 Capital to Average Assets               8,310         9.4         3,541        4             4,426      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 equal or exceed the retained
earnings then on hand.  Without prior approval,  there were no retained earnings
available for dividends  from the Bank to the Company  during any of the periods
presented.

Having  received  approval  from the  regulators,  the  Bank  paid  $189,000  in
dividends during 2000 to the Company to fund its current expenses.

<PAGE>

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:

                                    2000                         1999
                                Fixed     Variable        Fixed       Variable
                                               (in thousands)
Commitments to make loans      $  3,553  $   6,358    $   1,222      $  10,088
Unused lines of credit            1,831     11,171        1,394          4,565
Letters of credit                    40        275          690              -

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,  2000 had
interest rates ranging from 8.32% to 9.27% and maturities up to six years.

<PAGE>

NOTE 14 - FAIR VALUES OF FINANCIAL INSTRUMENTS

Carrying  amount and  estimated  fair values of  financial  instruments  were as
follows at year-end.
                                            2000                  1999
                                     Carrying    Fair    Carrying        Fair
                                      Amount     Value    Amount         Value
                                                 (in thousands)
Financial assets
   Cash and cash equivalents     $     8,298    8,298    $11,272       $11,272
   Securities available for sale      13,260   13,260      4,331         4,331
   Loans, net                        105,877  105,291     77,378        77,337
   Federal Home Loan Bank stock          224      224        117           117
   Accrued interest receivable         1,062    1,062        528           528


Financial liabilities
   Deposits                      $   115,543 $115,810    $83,412       $82,810
   Repurchase agreements and
     short-term borrowings             1,393    1,393      2,382         2,382
   Federal Home Loan Bank advances     1,049    1,039          -             -
   Accrued interest payable              624      624        387           387

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.

<PAGE>

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, 2000
                                 (in thousands)
ASSETS
Cash                                                    $     1,362
Investment in subsidiary                                     14,342
                                                             ------
                                                        $    15,704
                                                             ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
     Other liabilities                                  $        92

Shareholders' Equity
     Common stock                                             8,071
     Paid-in capital                                          8,071
     Accumulated deficit                                       (639)
     Accumulated other comprehensive income (loss)              109
                                                             ------
         Total shareholders' equity                          15,612
                                                             ------
                                                        $    15,704
                                                             ======

                               STATEMENT OF INCOME
              For the Period February 11, 2000 (Inception) through
                                December 31, 2000
                                 (in thousands)
Income
   Interest income                                      $        14
   Dividend from subsidiary                                     189
                                                                ---
                                                                203
Expenses
   Interest expense                                              21
   Salaries and employee benefits                                45
   Professional fees                                            143
   Other                                                         31
                                                                ---
                                                                240
                                                                ---
Net loss before undistributed earnings of subsidiary            (37)
Equity in undistributed earnings of subsidiary                  890
                                                                ---
Net income                                              $       853
                                                                ===
<PAGE>

NOTE 15 - PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

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

Cash flows from operating activities
   Net income                                                    $       853
   Adjustments to reconcile net income
     to net cash from operating activities
       Equity in undistributed earnings of subsidiary                   (890)
       Increase in other liabilities                                      92
                                                                          --
           Net cash from operating activities                             55

Cash flows from investing activities
   Additional investment in subsidiary                                (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                         6,340
                                                                       -----
       Net cash from financing activities                              6,340
                                                                       -----

Net change in cash and cash equivalents                                1,362

Cash and cash equivalents at beginning of period                           -
                                                                        ----

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

<PAGE>
NOTE 16 - EARNINGS PER SHARE

The factors used in the earnings per share computation follow:
                                               2000             1999
                                        (in thousands,except per share data)
Basic
   Net income                            $      853       $       22
                                                ===              ===
   Weighted average common shares             1,051            1,000

Basic earnings per common share          $      .81       $      .02
                                              =====             ====
Diluted
   Net income                            $      853       $       22
                                              =====             ====
   Weighted average common shares outstanding
     for basic earnings per common share      1,051            1,000
   Add dilutive effects of assumed exercises:
     Stock warrants                              31               19
     Stock options                                2                -
                                                ---              ---
   Average shares and dilutive potential
     common shares                            1,084            1,019
                                              =====            =====
Diluted earnings per common share         $     .79       $      .02
                                              =====            =====

NOTE  17  - OTHER COMPREHENSIVE INCOME

Other comprehensive income components and related taxes were as follows:

                                                       2000                1999
                                                            (in thousands)
Unrealized holding gains and losses on
   available-for-sale securities                $       204         $       (88)
Less reclassification adjustments for gains
   and losses later recognized as income                  -                   -
                                                        ---                 ---
Net unrealized gains and losses                         204                 (88)
Tax effect                                                -                   -
                                                        ---                 ---
Other comprehensive income (loss)               $       204         $       (88)
                                                        ===                 ===

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 of  Shareholders  the  directors  or
nominees  constituting one class are elected for a three (3) year term. The term
of those  directors  listed below as Class III expires at the Annual  Meeting of
Shareholders  on May 15, 2001 and this Class contains the nominees to be elected
to serve until the Annual  Meeting of  Shareholders  in 2004. 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.

<PAGE>

         The following  tables set forth  information with respect to each Class
III  Director,  all of whom are  nominees  for  re-election  at the 2001  Annual
Meeting,  and with  respect to  incumbent  directors  in Classes I and II of the
Board of Directors who are not nominees for re-election at the Annual Meeting.

Name                 Year First         Positions with       Business Experience
and Age           Elected Director       the Company           During the Past
                                                                Five Years
                               CLASS III DIRECTORS
                               (Terms Expire 2001)

Harold Glenn Campbell     2000            Director          President and Chief
     (50)                                                    Executive Officer,
                                                             Farmers State Bank,
                                                            Booneville, Kentucky

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

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

Tommy R. Hall             2000            Director         President and Owner,
     (63)                                               Hall's Enterprises, Inc.

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

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

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

                                CLASS I DIRECTORS
                               (Terms Expire 2003)

R. Greg Kessinger         2000            Director;     Executive Vice-President
     (51)                             Secretary/Treasurer & Chief Credit Officer
                                                          of First Security Bank
                                                         since 1997; Previously
                                                        President & Chief Exec.
                                                       Officer of Whitaker Bank,
                                                             N.A. from 1994
Dennis R. Anderson         2000            Director  Owner, Dennis Anderson Real
     (49)                                            Estate, Inc. (real estate
                                                     development and investment
                                                     company)

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

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

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

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

John S. Shropshire        2000      Chairman of the     President of First
     (52)                           Board of Directors;  Security Bank since
                                    President & Chief    March 1, 2000;
                                    Executive Officer    Previously Community
                                                         Trust Bancorp, Inc.
                                                         [President, Chief
                                                          Executive Officer and
                                                        Director, Flemmingsburg,
                                                        Kentucky affiliate
                                                        (1995- 1997); Executive
                                                        Vice President & Senior
                                                        Lending Officer,
                                                        Pikeville, Kentucky
                                                         (1997-1998); President
                                                          and Chief Executive
                                                       Officer, Central Kentucky
                                                        Region (1998 - 2000)]


 D. Woodford Webb, Jr.     2000    Director            Attorney (Webb, Hoskins,
     (32)                                             Glover & Thompson, P.S.C.)

Name                 Year First         Positions with       Business Experience
and Age           Elected Director       the Company           During the Past
                                                                Five Years
                               CLASS II DIRECTORS
                               (Terms Expire 2002)

Julian E. Beard          2000        Chairman Emeritus    President and Chief
     (63)                            & Founder            Executive Officer of
                                                         the Company from March,
                                                          2000 to March, 2001;
                                                          President and Chief
                                                     Executive Officer of First
                                                     Security Bank from 1997 to
                                                     March 1, 2000; Previously
                                                     President, B.S.C., Inc.
                                                     (community bank data
                                                     processing and operations
                                                     management company) from
                                                     1990.

Len Aldridge             2000        Director         Vice-President, Limited
     (63)                                            Partners of Lexington, Inc.
                                                     (real estate management
                                                     company)


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

Fon Rogers, II           2000        Director      Manager, Mary-Lon
     (50)                                          Investments, 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
     (48)                                          Liquors, Inc. (d/b/a The
                                                   Liquor Barn); Commercial real
                                                   estate developer

Dr. Ronald J. Saykaly    2000       Director       Rheumatologist (Ronald J.
     (58)                                          Saykaly, M.D., P.S.C.)

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


     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 executive  officers of
     the Company (i) in summary form, the compensation paid the last three years
     for services rendered in all capacities by First Security Bank and (ii) the
     stock options granted and exercised.

<PAGE>
<TABLE>

Summary

Name and                        Fiscal    Annual Compensation      Long-Term     All Other
Principal Position              Year      Salary     Bonus        Compensation   Compensation(1)
                                                                    Shares
                                                                  Underlying
                                                                   Options

<S>                              <C>     <C>          <C>            <C>          <C>

Julian E. Beard                  2000    $100,000     ---            15,000       $4,285.68
Chairman Emeritus, First         1999     100,000     ---               ---        4,285.68
Security Bancorp and             1998     100,000     ---               ---        4,285.68
Founder, First Security Bank
(President and CEO until
March 1, 2000 and Chairman
of the Board of Directors
until February 28, 2001)

John S. Shropshire President     2000     104,167(2)  ---             20,000            ---
and Chief Executive Officer,     1999     ----------  ---                ---            ---
First Security Bancorp and       1998     ----------  ---                ---            ---
First Security Bank


R. Greg Kessinger                2000      90,000    1,000              4,000      2,400.00
Secretary/Treasurer, First       1999      80,000    1,000                ---      2,400.00
Security Bancorp and             1998      80,000      ---                ---      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 name
participants' accounts in the First Security Bank 401(k)Profit Sharing Plan.
(2) Represents compensation paid Mr. Shropshire in 2000. Mr. Shropshire became
the President of First Security Bank on March 1, 2000. Mr. Shropshire's annual
base salary for such service is $125,000.

Stock Options

     The following table sets forth information  concerning individual grants of
options to purchase the Company's  common stock made to the named  executives in
2000:
<TABLE>

                        OPTION GRANTS IN LAST FISCAL YEAR

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

     Julian E. Beard      10,000             21.65%           $15.50            July 18, 2007    $7,750      $15,500

     John S. Shropshire   20,000             43.29%           $13.75            July 18, 2007   $13,750      $27,500

     R. Greg Kessinger     4,000              8.66%           $15.50            July 18, 2007    $3,100       $6,200
</TABLE>
c
<PAGE>
     The options granted to Messrs. Beard, Shropshire, Kessinger were granted on
July 18, 2000. The options held by Mr. Beard are exercisable immediately,  while
twenty  percent (20%) of the options held by Messrs.  Shropshire,  Kessinger are
exercisable  each year (at the anniversary date of the grant) over the five year
period 2001-2005 provided Messrs.  Shropshire,  Kessinger (as applicable) remain
in the  employ of First  Security  Bank  during  such  period.  In the event the
Company shall consolidate with, merge into, or transfer all or substantially all
of its assets to another  corporation,  then all options  granted under the Plan
shall  become  immediately  exercisable.   The  option  exercise  price  is  not
adjustable  over the  seven  (7) year term of the  options  except  due to stock
splits and similar occurrences affecting all outstanding stock.

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 fifty  percent (50%) match of employee
contributions up to 7.5% of employee compensation.

         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 March 26, 2001
concerning  the  number  and  percentage  of  shares  of  Company  common  stock
beneficially  owned  by  Company  directors  and  officers,  and by all  Company
directors  and 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 such shares.


<PAGE>




 Name of Beneficial    Amount and Nature of    Percent of    Eligible Shares
 Owner                 Beneficial Ownership of    Class*        Subject to
                       Common Stock as of                       Warrants**
                       March 26, 2001

Len Aldridge               53,100(1)               3.65           --------
Dennis R. Anderson         21,240(2)               1.46             2,680
John D. Barlow             12,219(3)                .84             2,680
Julian E. Beard            27,200(4)               1.87             2,680
Harold Glenn Campbell      52,500(5)               3.61           --------
William A. Combs, Jr.      30,000                  2.06             2,680
A.F. Dawahare              20,000(6)               1.37             5,896
Dr. Kenneth L. Gerson      12,000                   .82             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 New                       500                   .34            -------
Fon Rogers, II             25,000(10)              1.72             5,896
Robert J. Rosenstein       30,010(11)              2.06             8,844
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

All Directors and         535,299                 36.76%            57,352
Executive
Officers as a group

Other 5% Shareholders

Donald K. Poole           177,600(13)              12.20%            11,792
1999 Richmond Road
Lexington, Kentucky 40502

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

*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  person'  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)Shares are 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 options and 12,000 shares held in an
individual retirement account for the benefit of Mr. Beard.
(5)Shares are held by 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 & 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.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 and 2,500 shares held by Mary-Lon Investments, LLC
(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 Don K. Poole Trust under Agreement
dated March 29, 1985.

<PAGE>

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 has agreed to enter into a twenty (20) year lease
with  LEX/108,  LLC 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 $5,600.00 for the first
five years of the lease term, with the monthly rental  increasing  $200.00 every
two years of the lease term (except for the fifteenth and sixteen 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]).

<PAGE>

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    Real Estate Purchase Agreement between National City Bank of Kentucky
         and First Security Bank of Lexington (incorporated by reference to
         Exhibit 10.12 of the Company's Registration Statement on Form SB-2
         [No.333-43444]).

11       Statement re: Computation of Per share Earnings (included in Note 10 to
         the Company financial statements 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.


<PAGE>




                                   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 20, 2001                       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 20, 2001
                  -------------------------------
                  John S. Shropshire
                  President, Chief Executive Officer
                    and Director


                  Principal Financial and Accounting Officer:


                  /s/ Ben New                                    March 20, 2001
                  -----------------------------------
                  Ben New
                  Controller

                  Directors:

                  /s/ Julian E. Beard                            March 20, 2001
                  ----------------------------------
                  Julian E. Beard

                  /s/ R. Greg Kessinger                          March 20, 2001
                  -------------------------------
                  R. Greg Kessinger

                  /s/ Len Aldridge                               March 20, 2001
                  ----------------------------------
                  Len Aldridge

                  /s/ Dennis R. Anderson                         March 20, 2001
                  -----------------------------
                  Dennis R. Anderson
                                                                 March 20, 2001
                  ------------------------------
                  John D. Barlow

                  /s/ Harold Glenn Campbell                      March 20, 2001
                  ---------------------------
                  Harold Glenn Campbell

                  /s/ William A. Combs, Jr.                      March 20, 2001
                  -----------------------------
                  William A. Combs, Jr.


<PAGE>

                  /s/ A. F. Dawahare                             March 20, 2001
                  --------------------------------
                  A. F. Dawahare

                                                                 March 20, 2001
                  ---------------------------------
                  Dr. Kenneth L. Gerson

                                                                 March 20, 2001
                  ---------------------------------
                  Tommy R. Hall

                  /s/ Erle L. Levy                               March 20, 2001
                  ---------------------------------
                  Erle L. Levy

                                                                 March 20, 2001
                  ----------------------------------
                  David R. McCulloch

                  /s/ Ira P. Mersack                             March 20, 2001
                  ----------------------------------
                  Dr. Ira P. Mersack

                  /s/ Fon Rogers, II                             March 20, 2001
                  -----------------------------------
                  Fon Rogers, II

                  /s/ Robert J. Rosenstein                       March 20, 2001
                  -------------------------------
                  Robert J. Rosenstein

                  /s/ Dr. Ronald J. Saykaly                      March 20, 2001
                  ------------------------------
                  Dr. Ronald J. Saykaly

                  /s/ Richard S. Trontz                          March 20, 2001
                  --------------------------------
                  Richard S. Trontz

                  /s/ William T. Vennes                          March 20, 2001
                  ------------------------------
                  William T. Vennes

                  /s/ Kathy E. Walker                            March 20, 2001
                  --------------------------------
                  Kathy E. Walker

                  /s/ D. Woodford Webb, Jr.                      March 20, 2001
                  -----------------------------
                  D. Woodford Webb, Jr.


<PAGE>
                                  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]).

<PAGE>

     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    Real Estate Purchase Agreement between National City Bank of
              Kentucky and First Security Bank of Lexington (incorporated by
              reference to Exhibit 10.12 of the Company's Registration Statement
              on Form SB-2 [No.333-43444]).

     11       Statement re: Computation of Per share Earnings (included in Note
              10 to the Company financial statements included in this report).

     21       Subsidiaries of First Security Bancorp, Inc.