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

_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
                                                      ---





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                          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."




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                                           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.



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         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.


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         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.

     The income statements of First Security Bancorp and First Security Bank
have not reflected income tax expense since inception because the earnings
recorded in the most recent periods have not exceeded initial losses and
uncertainty still exists regarding the realization of the remaining deferred tax
asset associated with those early losses. Income tax expense, approximately 34%
of pre-tax net income, will be reflected in the income statement once our
ability to utilize the net deferred tax asset becomes more certain.

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.

     As of December 31, 2000, First Security Bancorp had a net deffered tax
asset of $221,000 (see Note 9 to the Consolidated Financial Statements). Due to
the uncertainty concerning First Security's ability to utilize this asset, a
valuation allowance is maintained in the same amount of the net deferred tax
asset. The uncertainty is primarily the result of our limited history of
producing net income and additional pressure on earnings that will occur from
the committed facility expansion. The expansion will result in an increase in
personnel and facility related costs which will require revenue growth to cover.
The valuation allowance will be reversed when management determines that the net
asset is more likely than not to be recovered through future earnings. Once the
valuation allowance is fully reversed, First Security Bancorp's financial
statments will reflect income tax expense which will amount to approximately 34%
of pre-tax 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.



                      EX-21
                 Subsidiaries


                                                         Exhibit 21
        Subsidiaries of First Security Bancorp, Inc.

          First Security Bank of Lexington, Inc.