RENDERED: JUNE 16, 2022

TO BE PUBLISHED

Supreme Court of Kentucky

2021-SC-0161-DG

VERSAILLES FARM HOME AND GARDEN, 

LLC

APPELLANT

ON REVIEW FROM COURT OF APPEALS

V. NO. 2020-CA-0626

WOODFORD CIRCUIT COURT NO. 14-CI-00202

HARVEY HAYNES AND 

JERRY RANKIN 

APPELLEES

OPINION OF THE COURT BY JUSTICE VANMETER

AFFIRMING

Under Article 9 of the Uniform Commercial Code, priority of claims as 

between two secured creditors is determined by order of filing or perfection, 

provided that each had an appropriate security interest that has attached and 

that covered the collateral in question and any proceeds. The question we 

resolve in this case is whether the Woodford Circuit Court erred in its 

determination that the security agreement between Harvey Haynes, the debtor, 

covered future advances made by Jerry Rankin d/b/a Farmers Tobacco 

Warehouse (“Farmers”) so as to have priority over the security interest claimed 

by Versailles Farm Home and Garden, LLC (“Versailles Farm”) in Haynes’ 2013 

tobacco crop. We hold that the trial court did not err and therefore affirm its 
2

judgment and the Court of Appeals’ opinion, albeit on different grounds than 

as stated in that opinion.

I. Factual and Procedural Background.

In 2012, Haynes and Farmers signed a simple security agreement with 

respect to Haynes’ 2012 tobacco crop.1 Although the written agreement did not 

explicitly provide for future advances, Farmers periodically made advances to 

Haynes after execution of the 2012 security agreement with the advances 

typically being evidenced by Haynes’ promissory notes to Farmers referring to 

the security agreement. Farmers perfected its security interest by filing a 

financing statement with the Kentucky Secretary of State on October 30, 

2012.2 Versailles Farm makes no argument as to the sufficiency of Farmers’ 

financing statement and concedes that Farmers was the first to file.3 Following 

the sale of Haynes’ 2012 crop, and as of June 25, 2013, Haynes’ indebtedness 

to Farmers was $181,401.86.

On that date, Haynes signed another security agreement granting 

Farmers a security interest in his 2013 tobacco crop, stating “I the above 

debtor in exchange for value received, do grant to the secured party a security 

interest in the following property: 100 acres of burley tobacco and any 

1 This security agreement was dated June 22, 2012 and granted a security 

interest in “100% of 90 acres of burley tobacco and any insurance proceeds from the 

crop and the attached list of farm equipment.”

2 Farmers also filed financing statements with the Kentucky Secretary of State 

in 2011, 2013 and 2014.

3 Following the filing of its brief, Farmers moved to correct a misstatement 

therein as to the date its financing statement was filed. Because all parties agree that 

Farmers filed its financing statement first, its misstatement is inconsequential.
3

insurance proceeds from the crop.”4 As found by the trial court, Farmers 

advanced approximately $213,200 to Haynes between June 25 and December 

31, 2013. These advances were evidenced by demand promissory notes which 

provided, “This note and all sums payable hereunder are secured by a Security 

Agreement on certain personal property from Debtor dated _______, 2013.” The 

trial court identified 23 such promissory notes.

On July 1, 2013, Haynes obtained a $75,000 loan from Versailles Farm. 

In doing so, he signed a Promissory Note and a Collateral Security Agreement 

identifying the collateral as “the 2013 crops grown on . . . Backer Farm . . . 80 

acres of tobacco . . . Farm at Iron Works Pike and Hwy 25 . . . 16 acres of 

tobacco . . . and the proceeds of sale of said crops, and any and all crop 

insurance proceeds. . . .” Versailles Farm filed its financing statement with the 

Kentucky Secretary of State on August 29, 2013. In November 2013, Versailles 

Farm also notified Farmers of its perfected security interest but did not receive 

any proceeds of sale.5 Haynes subsequently defaulted on his obligation with 

Versailles Farm.

Versailles Farm then brought this action in 2014 against Haynes to 

collect on the balance due under his note.

6 During the course of discovery, 

4 In addition, Haynes also signed another security agreement with Farmers on 

April 4, 2013 granting a security interest in “[a]ll farm machinery.” 

5 Prior to making its loan, Versailles Farm apparently did not check the U.C.C. 

records at the Secretary of State’s office, nor inquire of Farmers as to its interest in 

Haynes’ 2013 tobacco crop.

6 In its brief, Versailles Farms claims a principal balance of $59,329.25, plus 

interest, costs and attorney’s fees.
4

Versailles Farm discovered Farmers had retained sale proceeds and insurance 

proceeds from the sale of Haynes’ 2013 tobacco crop totaling $255,460.12. 

The trial court granted Versailles Farm’s motion to join Farmers as a party to

assert its claim against Farmers for conversion to the extent Farmers retained 

any proceeds in excess of $181,401.86. As stated in its brief, 

The basis of [Versailles Farm]’s claim is that, in the absence of a

future advance clause in [Farmers]’s June 25 Security Agreement, 

the loans it made to Haynes after June 25, 2013 were unsecured. 

Since [Versailles Farm] held a perfected security interest in the

crop, [its] right to the proceeds after payment of [Farmers]’ secured 

claim was superior to [Farmers]’ unsecured claim under the 

priority rules of KRS 355.9 (Kentucky’s Article 9).

Farmers’ answer admitted selling a portion of Haynes’ 2013 tobacco crop, 

retaining the proceeds, but denied doing so in contravention of Versailles 

Farm’s security interest. It further asserted a cross-claim against Haynes 

claiming a first and superior lien in Haynes’ 2013 tobacco crop pursuant to the 

2012 and 2013 security agreements as perfected by its financing statement.

The trial court granted Versailles Farm’s motion for summary judgment 

against Haynes. Versailles Farm and Farmers filed cross-motions for summary 

judgment as to their respective priorities. The trial court denied Versailles 

Farm’s motion and granted Farmers’. In so ruling, the trial court rejected 

Versailles Farm’s argument that a future advance clause must be explicitly set 

out in the parties’ written security agreement and held that, because the 

U.C.C.

7 defines “agreement” as “the bargain of the parties in fact, as found in 

7 Uniform Commercial Code. Kentucky’s version of the U.C.C. is codified at 

KRS Chapter 355.
5

their language or inferred from other circumstances, including performance, 

course of dealing and usage of trade[,]” KRS8 355.1-201, Farmers’ and Haynes’ 

course of dealing over 2012 and 2013 established that future advances were 

within the contemplation of their agreement. Regarding the agreement between 

Haynes and Farmers, the record contains Tommy Kirkpatrick’s and Jerry 

Rankin’s affidavits, on Farmers’ behalf, stating that they had substantial 

meetings and conversations with Haynes at the time the June 25, 2013,

security agreement was signed. Both men averred that Haynes had been 

selling tobacco at Farmers since 2011 and that Farmers had been “extending 

secured credit . . . to him for production and operating expenses that entire 

time.” In addition, the parties agreed the agreement “would secure not only 

Haynes’ prior outstanding indebtedness . . ., but . . . was being executed 

primarily for the purpose of securing future advances . . . with regard to 

Haynes’ future expenses incurred in connection with the harvesting of Haynes’ 

2013 tobacco crop (and credit for other purposes).” The trial court 

subsequently denied Versailles Farm’s motion to alter, amend or vacate.

Versailles Farm then appealed to the Court of Appeals, which affirmed 

the trial court’s judgment. While the Court of Appeals agreed with Versailles 

Farm that Farmers’ security agreement did not contain a future advance 

clause, it reasoned that Versailles Farm could not rely on the absence of such a

clause because it was unaware of that security agreement or Farmers’ 

8 Kentucky Revised Statutes.
6

financing statement when it, Versailles Farm, made its loan to Haynes. 

Versailles Farm moved for discretionary review, which we granted.9

II. Standard of Review.

This matter is subject to the oft-stated rule that “summary judgment is 

proper only where the movant shows that the adverse party cannot prevail 

under any circumstances.” Steelvest, Inc. v. Scansteel Serv. Ctr., Inc., 807

S.W.2d 476, 479 (Ky. 1991). Furthermore, CR10 56.03 states that summary 

judgment is appropriate if the evidence demonstrates “no genuine issue as to 

any material fact and that the moving party is entitled to a judgment as a 

matter of law.” The movant bears the initial burden of demonstrating the 

absence of disputed material facts; the opposing party then must present “at 

least some affirmative evidence showing . . . a genuine issue of material fact for 

trial.” 807 S.W. at 482. A party responding to a properly supported summary 

judgment motion cannot merely rest on the allegations in its pleadings. 

Continental Cas. Co. v. Belknap Hardware & Mfg. Co., 281 S.W.2d 914, 916 

(Ky. 1955). 

In addition, this case also turns on the issue of contract formation—

which is a question of law to be reviewed de novo, when, as here, the relevant 

facts are undisputed. Baumann Paper Co. v. Holland, 554 S.W.3d 845, 848 

(Ky. 2018); see also Ky. Shakespeare Festival, Inc. v. Dunaway, 490 S.W.3d 

9 While Haynes has been included in the Notice of Appeal and the Motion for 

Discretionary Review, he has not participated in the appellate proceedings.

10 Kentucky Rules of Civil Procedure.
7

691, 695 (Ky. 2016) (holding that “[t]he interpretation of a contract, including 

determining whether a contract is ambiguous, is a question of law to be 

determined de novo on appellate review[]”).

And, to the extent we are asked to interpret statutes, specifically here the 

provisions of Kentucky’s version of the U.C.C., KRS Chapter 355, “we give the 

words of the statute their literal meaning and effectuate the intent of the 

legislature.” Samons v. Ky. Farm Bureau Mut. Ins. Co., 399 S.W.3d 425, 429 

(Ky. 2013). Our statutory analysis “is also a matter for de novo review, 

Cumberland Valley Contractors, Inc. v. Bell Cnty. Coal Corp., 238 S.W.3d 644, 

647 (Ky. 2007), and accordingly, we look anew at this issue, respectfully 

considering the opinions of the lower courts but without deference to their legal 

conclusions.” Lee v. Kentucky Dep’t of Corr., 610 S.W.3d 254, 257 (Ky. 2020).

III. Analysis.

As argued by Versailles Farm, the June 25, 2013, security agreement 

between Haynes and Farmers failed to include a permitted future advance 

clause. Versailles Farm cites our recent decision in Mostert v. Mostert Group, 

LLC, 606 S.W.3d 87 (Ky. 2020), for the proposition that contracts are to be 

interpreted according to their clear and unambiguous terms, and resort to 

extrinsic evidence is permissible only if the terms are ambiguous. Id. at 91. 

Since the parties failed to include an explicit future advance clause, as 

permitted by KRS 355.9-204, Versailles Farm argues, none existed and 

therefore future advances were not covered under the agreement. The result, 

Versailles Farm argues, is that Farmers’ advances after June 25, 2013, never 
8

attached to the security interest, were unsecured, and thus had no priority. 

We disagree.

As an initial matter, we reaffirm our holding in Mostert. Parties are 

bound by the clear and unambiguous terms in their contracts. The issue in 

Mostert, however, involving the construction of two documents, a Contribution 

Agreement and a Security Agreement, id. at 91, did not involve interpretation of 

the U.C.C. or priorities thereunder. Instead, issues arose because collateral 

subject to the agreements was variously described as “software” or “source 

codes” and the dispute concerned which of two parties had breached the 

Contribution Agreement. By contrast, interpretation of the U.C.C. is directly 

involved in this case.

The U.C.C. provides that “a security agreement is effective according to 

its terms between the parties, against purchasers of collateral, and against 

creditors.” KRS 355.9-201(1). Attachment and enforceability of a security 

interest is set out in KRS 355.9-203. Under its first subsection, “[a] security 

interest attaches to collateral when it becomes enforceable against the debtor 

with respect to the collateral[.]” KRS 355.9-203(1). Its next subsection defines 

when the security interest is enforceable against the debtor and third parties 

with respect to the collateral: when value has been given; the debtor has rights 

in the collateral; and the debtor has authenticated a security agreement that 

provides a description of the collateral. KRS 355.9-203(2)(a)-(c). And “[a]

security agreement may provide that collateral secures . . . future advances or 

other value, whether or not the advances or value are given pursuant to 
9

commitment.” KRS 355.9-204(3) (emphasis added). Under the commentary to 

this last subsection, “[d]etermining the obligations secured by collateral is 

solely a matter of construing the parties’ agreement under applicable law.” 

KRS 355.9-204 Official Comment 5.

As recognized by the trial court, of first import is determination of what 

constitutes the parties’ “security agreement.” KRS 355.9-102(1)(bv) defines 

“security agreement” as “an agreement that creates or provides for a security 

interest[.]” Significantly, the Official Comment states, 

The definition of “security agreement” is substantially the 

same as under the former Section 9-105—an agreement that 

creates or provides for a security interest. However, the term 

frequently was used colloquially in former Article 9 to refer to 

the document or writing that contained a debtor’s security 

agreement. This article eliminates that usage, reserving the 

term for the more precise meaning specified in the definition.”

KRS 355.9-102 Official Comment 3.b. (emphasis added).

Article One of the U.C.C. sets out general provisions applicable to other 

articles of the U.C.C. See KRS 355.1-102 (stating “‘[t]his article applies to a 

transaction to the extent that it is governed by another article of the Uniform 

Commercial Code[]”). In the following section, KRS 355.1-103(2) sets forth the 

general rule that “[u]nless displaced by the particular provisions of the [U.C.C.], 

the principles of law and equity . . . supplement its provisions.” Stated another 

way, express provisions of the U.C.C. control.

KRS 355.1-201(2)(c) defines “agreement” as follows: “‘[a]greement’ as 

distinguished from ‘contract,’ means the bargain of the parties in fact, as found 

in their language or inferred from other circumstances, including course of 
10

performance, course of dealing, or usage of trade as provided in KRS 355.1-

303[.]” KRS 355.1-201(2)(c) (emphasis added).

11 The referenced statute sets 

forth definitions and rules for course of performance, course of dealing, and

usage of trade:

(1) A “course of performance” is a sequence of conduct between the 

parties to a particular transaction that exists if:

(a) The agreement of the parties with respect to the 

transaction involves repeated occasions for performance by a 

party; and

(b) The other party, with knowledge of the nature of the 

performance and opportunity for objection to it, accepts the 

performance or acquiesces in it without objection.

(2) A “course of dealing” is a sequence of conduct concerning 

previous transactions between the parties to a particular 

transaction that is fairly to be regarded as establishing a common 

basis of understanding for interpreting their expressions and other 

conduct.

(3) A “usage of trade” is any practice or method of dealing having 

such regularity of observance in a place, vocation, or trade as to 

justify an expectation that it will be observed with respect to the 

transaction in question. The existence and scope of such a usage 

must be proved as facts. If it is established that such a usage is 

embodied in a trade code or similar record, the interpretation of 

the record is a question of law.

(4) A course of performance or course of dealing between the 

parties or usage of trade in the vocation or trade in which they are 

engaged or of which they are or should be aware is relevant in 

ascertaining the meaning of the parties' agreement, may give 

11 Under the comments, 

As used in the Uniform Commercial Code, the word [“agreement”] is 

intended to include full recognition of usage of trade, course of 

dealing, course of performance and the surrounding circumstances 

as effective parts thereof, and of any agreement permitted under the 

provisions of the Uniform Commercial Code to displace a stated rule 

of law. Whether an agreement has legal consequences is determined by 

applicable provisions of the Uniform Commercial Code and, to the extent 

provided in Section 1-103, by the law of contracts.

KRS 355.1-201, Official Comment ¶ 3 (emphasis added).
11

particular meaning to specific terms of the agreement, and may 

supplement or qualify the terms of the agreement. A usage of trade 

applicable in the place in which part of the performance under the 

agreement is to occur may be so utilized as to that part of the 

performance.

KRS 355.1-303.

Read together, these sections, KRS 355.9-203(2), 355.9-204(3), 355.1-

201(2)(c), and 355.1-303 do not require that a future advance clause be 

explicitly included in a written security agreement. In fact, these provisions 

carry out the liberal construction intended by the drafters of the U.C.C. and 

our legislature, as required by KRS 355.1-103(1), as also contemplated by the 

commentary to KRS 355.1.303:

The Uniform Commercial Code rejects both the “lay-dictionary” and 

the “conveyancer’s” reading of a commercial agreement. Instead

the meaning of the agreement of the parties is to be 

determined by the language used by them and by their action, 

read and interpreted in the light of commercial practices and 

other surrounding circumstances. The measure and 

background for interpretation are set by the commercial 

context, which may explain and supplement even the language 

of a formal or final writing.

KRS 355.1-303, Official Comment ¶ 1 (emphasis added).

12 

Thus, a security agreement, properly construed, requires only

authentication by the debtor and a description of the collateral. KRS 355.9-

203(2). As stated in the commentary, the authentication of a security 

agreement “compli[es] with an evidentiary requirement in the nature of the 

Statute of Frauds[,]” and “represents the most basic of the evidentiary 

12 See also KRS 355.2-202(1) (final written agreement under U.C.C. Article 2 

“may be explained or supplemented: [b]y course of performance, course of dealing, or 

usage of trade[]”).
12

alternatives, under which the debtor must authenticate a security agreement 

that provides a description of the collateral.” KRS 355.9-203, Official Comment 

¶ 3; see also Continental Can Co. Inc., v. Owensboro Canning Co. Inc. (In re 

Owensboro Canning Co.), 82 B.R. 450, 453-54 (W.D. Ky. 1988) (applying 

Kentucky law and holding that letter agreement granting lien on described 

collateral and signed by debtor was sufficient to constitute security agreement, 

and that no requirement existed “that the amount secured or a maturity date 

be shown[]”); New West Fruit Corp. v. Coastal Berry Corp., 1 Cal.App.4th 94, 97-

98 (1991) (holding that security agreement does not need to specify the value of 

the loan or the debtor’s obligation and “as long as the formalities of section [9-

203] are met, any payment or performance obligation covered by the security 

agreement may be secured[]”); Baldwin v. Hays Asphalt Constr., Inc., 893 P.2d 

275 (Kan. Ct. App. 1995) (citing U.C.C. section 9-203 and holding that 

“[n]othing requires the security agreement to reference the underlying 

obligation . . . before the security will attach[]”).

The record demonstrates the basic evidentiary requirement that Haynes 

authenticated a security agreement granting a security interest in his 2013 

tobacco crop to Farmers. The parties’ course of performance and course of 

dealing supplemented that writing, demonstrating their agreement with respect 

to the production credit to be advanced by Farmers to Haynes, i.e., the future 

advances, over the ensuing months of 2013 were to be secured by Haynes’

2013 tobacco crop. Kirkpatrick and Rankin so testified. And the parties’ 

previous course of dealing as to advances and repayment when tobacco was 
13

sold confirm the agreement. This evidence was sufficient to establish the 

“bargain of the parties in fact, as found in their language or inferred from other 

circumstances, including course of performance, course of dealing, or usage of 

trade.” KRS 355.1-201(2)(c). The record is devoid of any contrary evidence. 

Because the parties’ agreement covered Farmers’ advances made after June 25, 

2013, its security interest attached and was perfected by its October 30, 2012,

financing statement filed with the Secretary of State, which in turn gave it 

priority over Versailles Farm’s claim.13

Versailles Farms argues that this result is contrary to the holding in ITT

Indus. Credit Co. v. Union Bank & Trust Co., 615 S.W.2d 2 (Ky. App. 1981). The 

facts in that case were that a debtor, in 1973, purchased a trencher, a large 

piece of equipment, which it financed through ITT by giving a security 

agreement. The security agreement and a financing statement were properly 

filed. In 1975, the debtor bought a new trencher and gave a security interest in 

both the old and new trencher to a bank, a different creditor. Again, a 

financing statement was properly filed. In September 1977, the debtor paid off 

the first debt to ITT, but no termination statement was filed as to that security 

interest. A month later, the debtor bought more equipment, and gave a 

13 While we might agree that the better course is to set out all the particulars of 

a security agreement in a more detailed written document, a clear understanding of 

the Uniform Commercial Code, specifically the interactions of Article 1 and 9, does not 

so require in every case. That noted, the facts of this case may present the unusual 

situation in which the course of performance and course of dealing between the 

parties was sufficient to establish their bargain in fact.
14

security interest to ITT in this equipment as well as the original 1973 trencher. 

The question arose as to who had priority with respect to the 1973 trencher.

The court noted that if the security agreement is intended to protect 

future advances, the security agreement should so specify, and “[a] security 

agreement does not extend to future advances where the security agreement 

does not so provide.” Id. at 4 (quoting 4 R. Anderson, Uniform Commercial 

Code § 9-204:1(8)(2d ed. 1971)). The court, in the following paragraph, stated

“‘whether a particular future advance is protected by a security interest 

depends upon whether it was within the contemplation of the parties that the 

advance be made and secured by the security interest.’” Id. (quoting 4 R. 

Anderson, Uniform Commercial Code § 9-204:16)). The court then noted, as 

“certainly not apparent[,] that ITT and [the debtor] contemplated the future 

advance at the time the original loan was made.” Id. (emphasis added). To 

this point, the ITT Industrial opinion is consistent with our opinion today. 

However, the court also added comments supportive of a subsequent creditor’s 

failure to inquire of the prior perfected creditor’s security interest, id.,

14 which 

ignored that a filed financing statement, then as now, did not require any 

indication as to the existence of future advances, id.; see KRS 355.9-402(1),(3) 

14 While we believe the Court of Appeals erred both in a) failing to properly 

analyze whether Farmers’ security agreement covered future advances and b) denying 

priority based on a failure to inquire into a prior security interest, we understand the 

latter error based on ITT Industrial. As pointed out by the amici, lenders are on notice 

of filings made pursuant to KRS 355.9-501. Failure to exercise due diligence means 

that lenders move forward at their peril. Following a proper examination that 

discloses a prior security interest, lenders have choices: (i) refuse to extend credit; (ii) 

accept a subordinate position; (iii) insist on alternate collateral; or (iv) obtain a 

termination statement or subordination agreement from the prior lender. 
15

(1973) (financing statement required names and addresses of debtor and 

secured party, description of collateral and signatures of both parties), and 

required written provision for future advances in security agreement. Id. at 4-5 

(this requirement also ignored the then provisions of KRS 355.1-201(3) (1973) 

which defined “agreement” the same as it currently does).15

As pointed out by the amici, the decision in ITT Industrial has been 

justifiably criticized by several commentators, specifically on the grounds that

it ignored the mandated priority set forth in KRS 355.9-312(5)(a) (first-to-file 

rule)16 based on the court’s equitable considerations. Harold R. Weinberg, 

Louise Everett Graham & Thomas J. Stipanowich, Modernizing Kentucky’s 

Uniform Commercial Code, 73 Ky. L. J. 515, 547-48 (1984); Richard H. Nowka, 

Commercial Law, 72 Ky. L. J. 337, 342-52 (1983). Accordingly, we today 

expressly overrule ITT Industrial.

Versailles Farm finally argues that the security agreement between 

Haynes and Farmers only cited “in exchange for value received” as the 

consideration and thus could only be considered as encompassing past due 

amounts owed by Haynes to Farmers. Again, we disagree.

As defined in the U.C.C., 

Except as otherwise provided in Articles 3, 4, and 5 of this chapter,

a person gives value for rights if the person acquires them:

(1) in return for a binding commitment to extend credit or for the 

extension of immediately available credit, whether or not drawn 

15 This final failure likely was the result of the transaction between ITT and its 

debtor having been drafted in a more comprehensive manner than that in the instant 

case.

16 The first-to-file rule is now codified at KRS 355.9-322.
16

upon and whether or not a charge-back is provided for in the event 

of difficulties in collection;

(2) as security for, or in total or partial satisfaction of, a preexisting 

claim[.]

KRS 355.1-204. This section refutes Versailles Farm’s argument. Farmer’s 

commitment to extend credit to Haynes, as shown by their agreement, 

previously addressed, constituted “value” under this section. No other 

interpretation is possible.

Because the foregoing resolves the issues in this case, we do not address 

the parties’ remaining arguments regarding the Court of Appeals’ opinion.

IV. Conclusion.

For the foregoing reasons, we affirm the Woodford Circuit Court’s 

summary judgment in favor of Jerry Rankin d/b/a Farmers Tobacco 

Warehouse. 

All sitting. All concur. 

COUNSEL FOR APPELLANT:

Cassie Wells Barnes

Hoffman & Barnes

COUNSEL FOR APPELLEE,

HARVEY HAYNES:

Harvey Haynes, Pro se

COUNSEL FOR APPELLEE,

JERRY RANKIN:

Lisa Koch Bryant

Tilford Dobbins & Schmidt PLLC
17

COUNSEL FOR AMICUS,

COMMERCIAL LAW AMICUS

INITIATIVE:

John T. McGarvey

M. Thurman Senn

Kami E. Griffith

Morgan Pottinger McGarvey

COUNSEL FOR AMICUS,

KENTUCKY BANKERS

ASSOCIATION:

John T. McGarvey

M. Thurman Senn

Kami E. Griffith

Morgan Pottinger McGarvey

Debra Kaye Stamper

Vice President and General Counsel

Kentucky Bankers Association