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                                  EXHIBIT 10.3


                  FORM OF NON-STATUTORY STOCK OPTION AGREEMENT



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                                    FORM OF
                             PULASKI FINANCIAL CORP.
                   NON-STATUTORY STOCK OPTION AWARD AGREEMENT

THIS NON-STATUTORY STOCK OPTION IS BEING GRANTED PURSUANT TO ANY FORMAL STOCK
OPTION PLAN MAINTAINED BY PULASKI FINANCIAL CORP.

NAME OF OPTIONEE:                   ____________________

NUMBER OF SHARES
SUBJECT TO THE OPTION AWARD:        ________ shares of Pulaski Financial Corp.
                                    common stock ("Common Stock")

DATE OF GRANT:                      ____________________

EXERCISE PRICE:                     ____________________

TERM OF OPTION:                     The term of this Non-Statutory Stock Option
                                    shall be 10 years commencing on the Date of
                                    Grant.

VESTING SCHEDULE:                   Subject to the limitations of this Award
                                    Agreement, this Non-Statutory Stock Option
                                    Award shall vest or become exercisable in
                                    installments according to the following
                                    schedule:

                                    Installment            Vesting  Date
                                    ---------              -------------

                                    ---------              -------------
                                    ---------              -------------
                                    ---------              -------------
                                    ---------              -------------
                                    ---------              -------------


                                    Except as provided below, an installment
                                    shall not become exercisable on the
                                    otherwise applicable vesting date if the
                                    Optionee terminates employment or service
                                    prior to such vesting date.

ACCELERATION OF VESTING
IN THE EVENT OF A
CHANGE IN CONTROL:                  In the event of a Change in Control (as
                                    defined in the Company's 2000 Stock-Based
                                    Incentive Plan) all Non-Statutory Stock
                                    Options granted as of the date of the Change
                                    in Control will immediately become
                                    exercisable and remain exercisable until the
                                    expiration of the term of the Non-Statutory
                                    Stock Option, regardless of termination of
                                    employment.

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PAYMENT OF EXERCISE PRICE:          The Exercise Price may be paid in cash or
                                    Common Stock having a Fair Market Value on
                                    the exercise date equal to the total
                                    Exercise Price, or any combination of cash
                                    or Common Stock, as well as a cashless
                                    exercise with a qualifying broker-dealer.

EFFECT OF TERMINATION OF
EMPLOYMENT OR SERVICE
BECAUSE OF:

         (A)  DEATH OR DISABILITY:  In the event the Optionee terminates
                                    employment due to death or Disability, the
                                    entire unvested portion of this
                                    Non-Statutory Stock Option Award will
                                    immediately become exercisable and the
                                    unexercised portion of the Non-Statutory
                                    Stock Option Award will remain exercisable
                                    for a period of two (2) years following
                                    termination of employment or, if sooner,
                                    until the expiration of the term of the
                                    Option.

         (B)  CAUSE:                In the event the Optionee is terminated for
                                    Cause (as defined in the Company's 2000
                                    Stock-Based Incentive Plan), all rights
                                    under this Non-Statutory Stock Option Award
                                    will expire immediately as of the effective
                                    date of such termination for Cause.

         (C)  RETIREMENT:           Upon Retirement (as defined in the Company's
                                    2000 Stock-Based Incentive Plan), all vested
                                    Options will remain exercisable for a period
                                    of one (1) year following the Optionee's
                                    Retirement (as defined in the Company's 200
                                    Stock-Based Incentive Plan) date, or, if
                                    sooner, until the expiration of the term of
                                    the Option.

         (D)  OTHER REASONS:        Options are exercisable only as to those
                                    shares that are immediately exercisable by
                                    the Optionee on the date of termination and
                                    only for a period of three (3) months
                                    following termination of employment, or, if
                                    sooner, until the expiration of the term of
                                    the option.

VOTING:                             The Optionee has no rights as a shareholder
                                    with respect to any shares of Common Stock
                                    covered by this Non-Statutory Stock Option
                                    Award until the date of issuance of a stock
                                    certificate for the Common Stock covered by
                                    this Non-Statutory Stock Option Award
                                    following exercise of all or some part of
                                    the Option.

DISTRIBUTION:                       Shares of Common Stock subject to this
                                    Non-Statutory Stock Option Award will be
                                    distributed as soon as practicable following
                                    exercise.
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DESIGNATION OF BENEFICIARY:         A beneficiary may be designated in writing
                                    to receive, in the event of death, any award
                                    the Optionee is entitled to under this
                                    Non-Statutory Stock Option Award.

NON-TRANSFERABILITY:                You may not transfer, assign or otherwise
                                    dispose of any part of your Option, other
                                    than by will or the laws of intestate
                                    succession. You may, however, petition the
                                    Company to permit a transfer or assignment
                                    of the Option, if such transfer or
                                    assignment is, in the Company's sole
                                    discretion, for valid estate planning
                                    purposes and permitted under the Internal
                                    Revenue Code of 1986, as amended, and the
                                    Securities Exchange Act of 1934, as amended.

TAX WITHHOLDING:                    If you are an employee of the Company or
                                    Pulaski Bank, the Company may require that
                                    you pay, in addition to the Exercise Price,
                                    any federal, state, local or other taxes
                                    required to be withheld in connection with
                                    an exercise of your Option. The Company may
                                    allow you to satisfy this tax withholding
                                    liability by authorizing the Company, upon
                                    exercise of your Option, to retain shares of
                                    Company Common Stock having a Fair Market
                                    Value equal to the required tax withholding
                                    amount.

MODIFICATION AND WAIVER:            The Board of Directors may amend or modify
                                    this Non-Statutory Stock Option Award from
                                    time to time, prospectively or
                                    retroactively; PROVIDED, HOWEVER, that no
                                    such amendment or modification will
                                    adversely affect the rights of the Optionee
                                    under this award without his written
                                    consent.

         The Optionee hereby acknowledges that all decisions, determinations and
interpretations of the Board of Directors in regards to this Non-Statutory Stock
Option Award Agreement are final and conclusive.

         IN WITNESS WHEREOF, PULASKI FINANCIAL CORP. has caused this
Non-Statutory Stock Option Award Agreement to be executed, and the Optionee has
hereunto set his hand, as of the ____ day of ___________, 200_.


                                        PULASKI FINANCIAL CORP.


                                        By:
                                           -------------------------------------
                                           For the Entire Board of Directors

                                        OPTIONEE

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