EXHIBIT 10.1

December 31, 1999

John S. Shropshire
656 Tally Road
Lexington, KY  40502

Dear John:

     First  Security Bank of Lexington is pleased to offer you employment in the
position of its President  and Chief  Executive  Officer.  Your  experience  and
"track record" makes our decision an easy one.

 The terms of your employment are as follows:

 1.      Base Salary                $125,000

 2.      Cash  Incentive  Bonus - A cash bonus will be accrued and paid
         each year based on the amount if growth in Total Resources and
         the amount of Net Income.  Shareholders  are benefited in the
         short  term by  current  earnings  and in the long term by the
         amount of  resources on which  earnings  are derived.  Thus, a
         matrix will be  established  with one axis being asset growth,
         and the other being Net Income. The bonus will be adjusted per
         the matrix if either  objective is exceeded or not met.  Refer
         to attached matrix.

 3.      Incentive  Stock  Option Plan - Subject to  Shareholder  approval,  the
         Board of  Directors  is in favor of  granting  stock  options on 10,000
         shares  of  stock  which  will  vest at 20% per year  over a five  year
         period. The option price will be at the current market price at time of
         the grant. The options will be exercisable within seven years, and will
         be non-qualified.

 4.      Health and Dental  Insurance  - The bank will  provide  this  insurance
         benefit in accordance with present employee benefits.

 5.      Life  Insurance - Term Life  insurance  equal to $200,000 (max) will be
         provided,  subject to reasonable procurement of such policy at a normal
         cost.

 6.      Disability  Insurance - The bank will provide this insurance benefit in
         accordance with the present policy, up to a monthly cap of $5,000.

 7.      401(k) - The bank will provide this benefit in accordance  with present
         employee  benefits,  with 50% match by the Company on the first 7.5% of
         salary contributed, with a cap of $10,000 for employee contribution per
         IRS.

 8.      Vacation - A three (3) week vacation will be provided, to be
         established in manner consistent with the duties of the CEO.
         2 personal days and 3 floating holidays will be provided.



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 9.      Country  Club  Dues - The bank will  attempt  to  procure  a  Corporate
         Andover  Country  Club  membership  for your use.  Actual  dues will be
         reimbursed   up  to  a  maximum  of  $200  per  month.   Any   business
         entertainment expense will be reimbursed monthly as incurred.

 10.     COBRA - The bank will  reimburse you for any COBRA  expenses  while you
         satisfy waiting periods for the various insurance  coverages  mentioned
         above in items four, five and six.

 11.     Severance  Pay -  Severance  pay equal to 125% of annual  salary in the
         event of "Change of  Control".  All options that have been granted will
         also  immediately  vest if  "Change  of  Control"  occurs.  "Change  of
         Control" is defined for these  purposes as the  ownership of 50% of the
         outstanding  shares plus one share by an  individual,  and  individuals
         family collectively, or by any other single entity.

 12.     Early Termination - If early  termination  occurs for other than cause,
         the severance awarded would equal six months base salary.

 13.     Non-Compete  Agreement - A Non-Compete  Agreement will be drafted which
         term will run for one year after  separation,  and will apply to all of
         First Security's existing customers.

 14.     Employment Date - Your employment will begin at your discretion,
         but in no case later than April 1, 2000.

If the terms of this offer of employment meet with your approval, please sign in
the space provided below within ten days, and return to me as soon as possible.

Sincerely,
/s/Julian E. Beard
Julian E. Beard
Chairman and President

/s/ John S. Shropshire                    1-3-00
    John S. Shropshire                Date Accepted
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