EXHIBIT 10.2



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 Bancorp, Inc. adopted the First
          Security Bancorp, Inc. Stock Award Plan (the “Plan”), which Plan was
          approved by Company shareholders on May 20, 2003 as amended and revised as of
          March 18, 2003. 



             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. This Option shall be deemed to represent “incentive stock
options” under the Plan. 




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, the Option
shall be exercisable twenty percent (20%) on or after MM/DD/YEAR, forty percent (40%) on
or after MM/DD/YEAR, sixty percent (60%) on or after MM/DD/YEAR, eighty percent (80%) on
or after MM/DD/YEAR and one hundred percent (100%) on or after MM/DD/YEAR provided that
all of said Option must be exercised within seven (7) years of the date of this Agreement
(such seven [7] year period [as the same may be shortened pursuant to Section 8 of this
Agreement] is referred to herein as the “Option Period”). 












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 and the Option shall be exercisable,
          during the Optionee’s lifetime, only by 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, in the event of Optionee’s death,
          his Option shall thereafter be exercisable, during the period specified in
          Section 8 (c) hereof, by her executors or administrators. 



     2










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
TERMINATION 



        The
unexercised portion of the Option granted hereunder shall automatically and without notice
terminate and become null and void at the time of the earliest to occur of the following: 



             (a)       
          The expiration of seven (7) years from the date of this Agreement; 



             (b)       
          The expiration of three (3) months from the date of termination of the
          Optionee’s employment by First Security Bank, Inc. (the “Bank”)
          (other than a termination described in subparagraph (c) or (d) below); provided,
          that if the Optionee shall die during such three (3) month period, the time of
          termination of the unexercised portion of the Option shall be determined under
          the provisions of subparagraph (c) below; 



             (c)       
          The expiration of six (6) months following the issuance of letters testamentary
          or letters of administration to the executor or administrator of Optionee, if
          the Optionee’s death occurs either during her employment by the Bank or
          during the three (3) month period following the date of termination of such
          employment (other than a termination described in subparagraph (d) below), but
          in no event later than one (1) year after the Optionee’s death; or 



             (d)       
          The termination of the Optionee’s employment by the Bank if such
          termination constitutes or is attributable to a breach by the Optionee of an
          employment or consulting agreement with the Bank, or if the Optionee is
          discharged from employment with the Bank for cause or if the Optionee
          voluntarily terminates her employment with the Bank. 



3










SECTION 9
ACKNOWLEDGEMENTS 



        The
Optionee represents that she 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. 



        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









4