EXHIBIT 10.1



STOCK OPTION AGREEMENT



        This is a STOCK OPTION AGREEMENT
(the  "Agreement")  dated as of MM/DD/YEAR,  by and between FIRST SECURITY  BANCORP,  INC., a
Kentucky corporation (the "Company") and _____________.  (the "Optionee").




Recitals



             A.       
          The Board of Directors of First Security Bank of Lexington, Inc. (the
          “Bank”) adopted the First Security Bank of Lexington, Inc. Stock Award
          Plan (the “Plan”), which Plan was approved by Bank shareholders and
          the obligations of said Plan were assumed by First Security Bancorp, Inc. (the
          “Company”) pursuant to a Plan of Merger set forth in Articles of
          Merger filed with the Kentucky Secretary of State on May 31, 2000. 



             B.       
          The Board of Directors of the Company (the “Board”) has determined
          that it is in the best interests of the Company and appropriate to the stated
          purposes of the Plan that the Company grant to the Optionee an option to
          purchase shares of the Company’s common stock (“Shares”) pursuant
          and subject to the terms, definitions and conditions of the Plan. 



             C.       
          Any capitalized terms used but not defined herein shall have the respective
          meanings given them in the Plan, which is incorporated herein by reference in
          its entirety. 



        NOW,
THEREFORE, the Company and the Optionee do hereby agree as follows: 




SECTION 1
GRANT OF OPTION 



        Subject
to the terms and conditions of this Agreement, the Company hereby grants to the Optionee
an option (the “Option”) to purchase all or any part from time to time of the
aggregate of _____ Shares. 




SECTION 2
OPTION PRICE 



        The
option price hereunder is $xx.xx per Share, which equals 100% of the fair market value of
a Share as determined in accordance with the Plan. 




SECTION 3
DURATION OF OPTION 



        Subject
to such shorter period as might be provided in Section 8 of this Agreement (related to
exercise of the Option upon the death of the Optionee), the Option shall be exercisable
immediately and all of said Option must be exercised within five (5) years of the date of
this Agreement (such five [5] year period [as the same may be shortened pursuant to
Section 8 of this Agreement] is referred to herein as the “Option Period”). The
Option Period shall (subject to Section 8 hereof) extend for five (5) years even if during
said Option Period the Optionee’s service as a director or advisory director of the
Company is terminated. 




SECTION 4
EXERCISE OF OPTION 



        During
the Option Period, the Optionee may exercise the Option upon compliance with the following
additional terms: 



             (a)       
          Method of Exercise. The Optionee shall exercise portions of the Option by
          written notice, which shall: 



     	(i) 	  	
          state the election to exercise the Option, the number of Shares in respect of
          which it is being exercised, and the Optionee’s address and Social Security
          Number; 



          










     	(ii) 	  	
          contain such representations and agreements, if any, as the Company’s
          counsel may require concerning the holder’s investment intent regarding
          such Shares; 



          



     	(iii) 	  	
          acknowledge and accept the restrictions on transfer of the Option Shares as
          required by Section 15 of the Plan by execution of an acknowledgment prepared by
          the Company; 



          



     	(iv) 	  	
          be signed by the Optionee; and 



          



     	(v) 	  	
          be in writing and delivered in person or by certified mail to the Board. 



          



             (b)       
          Payment Upon Exercise of Option. Payment of the full option price for Shares
          upon which the Option is exercised plus any tax withholding (if applicable)
          shall accompany the written notice of exercise described above. The Company
          shall cause to be issued and delivered to the Optionee the certificate(s)
          representing such Shares as soon as practicable following the receipt of notice
          and payment described above. 




SECTION 5
NONTRANSFERABILITY OF
OPTION 



             (a)       
          Subject to the provisions of Section 5(b) below, the Option shall not be
          transferable or assignable by the Optionee. The Option shall be exercisable,
          during the Optionee’s lifetime, only by him or her. The Option shall not be
          pledged or hypothecated in any way and shall not be subject to execution,
          attachment or similar process. Any attempted transfer, assignment, pledge,
          hypothecation or other disposition of the Option contrary to the provisions
          hereof, and the levy of any process upon the Option, shall be null, void and
          without effect. 



             (b)       
          Notwithstanding the preceding paragraph, (i) in the event of Optionee’s
          death, his or her Options shall thereafter be exercisable, during the period
          specified in Section 8 hereof, by his or her executors or administrators, and
          (ii) the Optionee, with the approval of the Company Board of Directors, may
          transfer his or her Option for no consideration to or for the benefit of the
          Optionee’s spouse, parents, children (including stepchildren or adoptive
          children), grandchildren or siblings, or to a trust for the benefit of any such
          persons. 




SECTION 6
EFFECT OF AMENDMENT,
SUSPENSION
OR TERMINATION OF
EXISTING OPTIONS



        No
amendment, suspension or termination of the Plan shall, without the Optionee’s
written consent, alter or impair the Option granted under the terms of this Agreement. 




SECTION 7
RESTRICTIONS ON ISSUING
SHARES 



        Shares shall
not be issued pursuant to the exercise of the Option, unless the issuance and
transferability of the Shares shall comply with all relevant provisions of law, including,
but not limited to, the (i) limitations, if any, imposed by the Commonwealth of Kentucky
and (ii) restrictions, if any, imposed by the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder by the United States Securities and Exchange Commission. The Board may, in its
discretion, determine if such restrictions or such issuance of Shares so complies with all
relevant provisions of law. Any certificate issued upon exercise of an Option shall bear a
legend setting forth notice of the restrictions on transfer. 




SECTION 8
EXERCISE UPON DEATH 



        Following
the death of Optionee, the Option Period shall terminate upon the earlier of (i) the
expiration of six (6) months following the appointment of an executor or administrator of
the deceased Optionee’s estate or (ii) one year after the Optionee’s death. 












SECTION 9
ACKNOWLEDGEMENTS 



        The
Optionee represents that he is familiar with the terms and provisions of the Plan and
hereby accepts the Option subject to all the terms and provisions thereof. Any capitalized
term used herein and not otherwise defined shall have the meaning given in the Plan. The
Optionee acknowledges that nothing contained in the Plan or this Agreement shall (a)
confer upon the Optionee any additional rights to continued employment by or service with
the Company (in whatever capacity) or any corporation related to the Company, or (b)
interfere in any way with the right of the Company to terminate the Optionee’s
employment or service or change the Optionee’s compensation at any time. 




SECTION 10
TERM OF AGREEMENT 



        This
agreement shall terminate upon the earlier of (i) complete exercise or termination of the
Option; (ii) mutual agreement of the parties; or (iii) expiration of the Option Period. 



        IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date set
forth in the preamble hereto. 


		
	 	FIRST SECURITY BANCORP, INC.
	 	


By:                                                                                

        R. Douglas Hutcherson
        President and Chief Executive Officer
	 	 
	 	

                                                                                        

        Name