Edgar Filing: FARMERS CAPITAL BANK CORP

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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FARMERS CAPITAL BANK CORPORATION
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(Name of Registrant as Specified In Its Charter)

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FARMERS CAPITAL BANK CORPORATION
202 WEST MAIN STREET
FRANKFORT, KENTUCKY 40601

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 2003

The Annual Meeting of Shareholders of Farmers Capital Bank Corporation will
be held at the main office of Farmers Bank & Capital Trust Co., 125 West Main
Street, Frankfort, Kentucky, on Tuesday, May 13, 2003 at 11:00 a.m., local time,
to consider and act upon the following matters:

1. The election of four Directors for three-year terms ending in 2006 or
until their successors have been elected and qualified; and

2. Such other business as may properly come before the meeting.

Only shareholders of record at the close of business on April 1, 2003 will
be entitled to receive notice of and to vote at this meeting, or any adjournment
thereof. The stock transfer books will not be closed.

It is desirable that as many shareholders as possible be represented at the
meeting. Consequently, whether or not you now expect to be present, please
execute and return the enclosed proxy. You may revoke the proxy at any time
before the authority therein is exercised.

By order of the Board of Directors,

/s/ C. Douglas Carpenter
C. Douglas Carpenter
Vice President, Secretary
and Chief Financial Officer

Frankfort, Kentucky
April 1, 2003

YOUR VOTE IS IMPORTANT

PLEASE DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
POSTAGE-PAID ENVELOPE.

FARMERS CAPITAL BANK CORPORATION
202 WEST MAIN STREET
FRANKFORT, KENTUCKY 40601

PROXY STATEMENT
ANNUAL SHAREHOLDERS' MEETING-MAY 13, 2003

GENERAL

The Board of Directors of Farmers Capital Bank Corporation (the
"Corporation") solicits your proxy for use at the 2003 Annual Shareholders'
Meeting (the "Meeting"). The Meeting will be held at the main office of Farmers
Bank & Capital Trust Co. ("Farmers Bank"), 125 West Main Street, Frankfort,
Kentucky, on Tuesday, May 13, 2003 at 11:00 a.m., local time. The persons named
as proxies in the form of proxy, G. Anthony Busseni and Frank W. Sower, Jr.,
have been designated as proxies by the Board of Directors.

When the enclosed proxy is executed and returned before the Meeting, the
shares represented thereby will be voted at the Meeting as specified thereon.
Any person executing the enclosed proxy may revoke it prior to the voting at the
Meeting by giving notice of revocation to the Secretary of the Corporation (C.
Douglas Carpenter), by filing a proxy bearing a later date with the Secretary or
by attending the Meeting and voting his or her shares in person.

This Proxy Statement and the accompanying form of proxy are first being
sent to shareholders on or about April 1, 2003.

VOTING

Voting rights are vested exclusively in the holders of shares of
Corporation Common Stock. A shareholder is entitled to one vote per share of
Corporation Common Stock owned on each matter coming before the Meeting.
Shareholders being present at the Meeting in person or by proxy representing a
majority of the outstanding shares of Corporation Common Stock will constitute a
quorum.

If shares are held in "street name" through a broker or other nominee, the
broker or nominee may not be permitted to execute voting discretion with respect
to matters to be acted upon at the Meeting. Shares represented by a limited
proxy, such as where a broker may not vote on a particular matter without
instructions from the beneficial owner and no instructions have been received
(i.e., "broker nonvote"), will be counted to determine the presence of a quorum
but will not be deemed present for other purposes and will not be the equivalent
of a "no" vote on a proposition. Shares represented by a proxy with instructions
to abstain on a matter will be counted in determining whether a quorum is in
attendance and in determining the number of shares present at the Meeting. An
abstention is not the equivalent of a "no" vote on a proposition.

The affirmative vote of a plurality of the votes cast at the Meeting is
required for the election of Directors. A "plurality" means that the individuals
with the largest number of votes are elected as Directors up to the maximum
number of Directors (i.e., four) to be chosen at the Meeting. A properly
executed proxy whereby authority is withheld from one or more Nominees for
Directors will not be voted with respect to the Director or Directors indicated,
although it will be counted for purposes of determining whether there is a
quorum.

Only shareholders of record at the close of business on April 1, 2003 will
be entitled to receive notice of and to vote at the Meeting. On March 1, 2003
there were 6,744,014 shares of Corporation Common Stock issued, outstanding and
entitled to vote.

PRINCIPAL BENEFICIAL OWNERS

The following table gives information as to all persons or entities known
to the Corporation to be beneficial owners of more than five percent (5%) of the
shares of Corporation Common Stock. Unless otherwise indicated, beneficial
ownership includes both sole voting power and sole investment power.

Amount and Nature
Of Beneficial
Ownership of
Corporation
Name and Address Common Stock as of Percent
of Beneficial Owner March 1, 2003 of Class
--------------------------------------------------------------------------------

Farmers Bank & Capital
Trust Co., as Fiduciary
125 West Main Street
Frankfort, KY 40601 478,328 1 7.09 2

1 The shares indicated are held by the Trust Department of Farmers Bank, a
wholly-owned subsidiary of the Corporation, in fiduciary capacities as
trustee, executor, agent or otherwise. Of the shares indicated, Farmers
Bank has the sole right to vote 379,307 shares, or 5.62% of the outstanding
shares, and shared voting rights with respect to 26,288 shares, or 0.39% of
the outstanding shares. It has no voting rights with respect to 72,733
shares, or 1.08% of the outstanding shares.

In addition, of the shares indicated, Farmers Bank has sole investment
power with respect to 323,197 shares, or 4.79% of outstanding shares,
shared investment power with respect to 36,898 shares, or 0.55% of the
outstanding shares, and no investment power with respect to 118,233, shares
or 1.75% of the shares outstanding.

2 Based on 6,744,014 shares of Corporation Common Stock outstanding as of
March 1, 2003.

ELECTION OF DIRECTORS

In accordance with the Corporation's Articles of Incorporation, the Board
of Directors is classified into three classes as nearly equal in number as the
then total number of Directors constituting the whole Board permits. Each class
is to be elected to separate three (3) year terms with each term expiring in
different years. At each annual meeting the Directors or Nominees constituting
one class are elected for a three (3) year term. The term of those Directors
listed immediately below expires at the annual meeting on May 13, 2003 and this
class contains the Nominees to be elected to serve until the annual meeting of
shareholders in 2006. Any vacancies that occur after the Directors are elected
may be filled by the Board of Directors in accordance with law for the remainder
of the full term of the vacant Directorship.

The Board of Directors intends to nominate for election as Directors the
four (4) persons listed below, all of whom are presently serving as Directors of
the Corporation with the exception of Dr. Mullineaux and Dr. Sutterlin (though
Dr. Sutterlin was previously a Corporation Director from 1998 through 2001). It
is the intention of the persons named in the proxy to vote for the election of
all Nominees named. If any Nominee(s) shall be unable to serve, which is not now
contemplated, the proxies will be voted for such substitute Nominee(s) as the
Board of Directors recommends. Nominees receiving the four (4) highest totals of
votes cast in the election will be elected as Directors. Proxies in the form
solicited hereby which are returned to the Corporation will be voted in favor of
the four (4) Nominees specified below unless otherwise instructed by the
shareholder. Abstentions and shares not voted by brokers and other entities
holding shares on behalf of beneficial owners will not be counted and will have
no effect on the outcome of the election.

The following tables set forth information with respect to each Nominee for
Director, and with respect to incumbent Directors who (by virtue of the classes
in which they serve) are not Nominees for re-election at the annual meeting.

Name Has Served as Position and Offices Business Experience
and Age Director Since 1 with Corporation 2 During the Past Five Years
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NOMINEES FOR THREE-YEAR TERMS ENDING IN 2006

Frank W. Sower, Jr. 1996 Chairman of the Board Retired Appeals Officer, Internal
(63) of Directors Revenue Service

J. Barry Banker 3 1996 Director President of Stewart Home School
(51) (private, special needs school)

Dr. John D. Sutterlin N/A Chairman of the Board Retired Dentist
(62) of Directors of Farmers Bank

Dr. Donald J. Mullineaux N/A None Professor, University of Kentucky,
(57) College of Business and Economics

CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2004

Lloyd C. Hillard, Jr. 1996 Director; President, President and CEO of
(56) CEO and Director of First Citizens Bank
First Citizens Bank, Inc.
("First Citizens");
Director of FCB
Services Inc. ("FCB
Services")

Harold G. Mayes 1996 Director President of H.G. Mays Corp.
(68) (asphalt paving contractor)

Robert Roach, Jr. 1998 Director Retired Teacher, Frankfort
(64) City Commissioner

W. Benjamin Crain 2001 4 Director; Chairman of President of Fourth Street Tobacco
(62) the Board of Directors Warehouse
of United Bank & Trust
Co. ("United Bank")

CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2005

Gerald R. Hignite 2002 Director; Director of President of Curneal & Hignite
(58) First Citizens Bank Insurance, Inc. (general insurance
agency)since January 2001 (previously
Vice-President from 1997-2001)

G. Anthony Busseni 1996 Director; President and President, CEO and Director of
(55) CEO of the Corporation; Farmers Bank from 1999-2002 5;
Director of Farmers Bank, President, CEO and Director of
United Bank, Lawrenceburg Farmers Georgetown prior to 1999
National Bank ("Lawrenceburg
Bank"), Farmers Bank and
Trust Company ("Farmers
Georgetown"), First Citizens
Bank, Kentucky Banking
Centers, Inc., and FCB
Services; Chairman of the
Board of Leasing One
Corporation; Chairman of the
Board of Farmers Capital
Insurance Corporation

Shelley S. Sweeney 2002 None President, Swell Properties, Inc.
(61) (residential real estate rental
company)

Michael M. Sullivan 1999 Director; Director of Retired Senior Vice-President,
(65) FCB Services FCB Services

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1 Refers to the year in which the Nominee or the continuing Director became a
Director of the Corporation.

2 All corporations listed in this column other than the Corporation are
subsidiaries of the Corporation.

3 J. Barry Banker is the son-in-law of Dr. John P. Stewart, an Advisory
Director (and the Chairman Emeritus) of the Corporation. The foregoing is
the only "family relationship" between any Director (or Advisory Director),
Executive Officer, or person nominated or chosen to become a Director or
Executive Officer of the Corporation. "Family relationship" means a
relationship by blood, marriage or adoption not more remote than first
cousin.

4 Mr. Crain previously served as a Corporation Director from 1996 to 1998.

5 On March 11, 2002, the Board of Directors elected Mr. Busseni as President
and Chief Executive Officer of the Corporation replacing Charles Boyd, who
died on March 8, 2002.

None of the Nominees or continuing Directors is a Director of any company
with a class of securities registered with the Securities and Exchange
Commission pursuant to Section 12 of the Securities Exchange Act of 1934 or
subject to the requirements of Section 15(d) of that Act, or any company
registered as an investment company under the Investment Company Act of 1940.

In addition to the Nominees and continuing Directors listed in the tables
above, Charles T. Mitchell, E. Bruce Dungan and Dr. John P. Stewart serve as
Advisory Directors to the Corporation. The retirement policy for Directors of
the Corporation states that a Director shall retire effective as of the Annual
Meeting of Shareholders next following the date on which the Director attains
age 70. Thereafter, any such Director may, at the discretion of the Board of
Directors, become an Advisory Director.

COMMITTEES OF THE BOARD OF DIRECTORS

There are three standing committees of the Board of Directors of the
Corporation: the Retirement Committee, the Audit Committee and the Compensation
Committee. The Corporation has no standing nomination committee.

The Retirement Committee consists of G. Anthony Busseni and Harold G. Mays.
E. Bruce Dungan and Charles T. Mitchell, each of whom is a former Director and
now an Advisory Director, serve as advisors to this committee. The Committee
establishes investment policy and monitors investment results for the
Corporation Pension Plan and the Corporation Salary Savings Plan (collectively,
the "Retirement Plans"). It also, from time to time, recommends amendments to
the Retirement Plans to the Board of Directors. During 2002, the Retirement
Committee met four times.

The Audit Committee consists of J. Barry Banker, Frank W. Sower, Jr., and
Robert Roach, Jr., with Charles T. Mitchell serving as an advisor to this
committee. The Committee is empowered to:

1. Monitor the integrity of the Corporation's financial reporting processing
and systems of internal controls regarding finance, accounting, and legal
compliance;

2. Select the Corporation's independent auditors and determine their
compensation;

3. Monitor the independence and performance of the independent auditors,
management and the internal audit department; and

4. Provide an avenue of communication among the independent auditors,
management, the internal audit department, and the Board of Directors.

The Committee was in compliance with its written charter during 2002.
During 2002 the Audit Committee met five times.

The Compensation Committee for 2002 consisted of J. Barry Banker, Frank W.
Sower, Jr., and Shelley S. Sweeney, with Charles T. Mitchell serving as an
advisor to this committee. The Committee recommends to the Board of Directors
the salaries of all Executive Officers, including the Chief Executive Officer,
and recommends awards to be made (if any) under the Corporation Stock Option
Plan, which was approved by shareholders in 1998. The Compensation Committee met
four times during 2002.

There were seven meetings of the Board of Directors during 2002. Mr. Crain
attended less than 75% of the aggregate meetings of the Board of Directors and
all committees on which he served during 2002. Stock Ownership of Management

The table below gives information as to the shares of Corporation Common
Stock beneficially owned by all Directors (and Nominees), Advisory Directors and
Executive Officers, and by all such persons as a group. Unless otherwise
indicated, all shares are owned directly and the named persons possess both sole
voting power and sole investment power.

Amount and Nature of
Beneficial Ownership of
Corporation Common Stock
Name as of March 1, 2003 1,2 Percent of Class 1,2
--------------------------------------------------------------------------------

J. Barry Banker 5,001 3 .07

Glenn Birdwhistell 4 500 .01

G. Anthony Busseni 17,680 5 .26

W. Benjamin Crain 1,847 .03

E. Bruce Dungan 75,085 6 1.11

Allison Gordon 8,262 7 .12

Gerald R. Hignite 600 8 .01

Lloyd C. Hillard, Jr. 18,493 9 .27

Harold G. Mays 5,758 10 .09

Charles T. Mitchell 31,600 11 .47

Dr. Donald J. Mullineaux 100 .00

Robert Roach, Jr. 20,000 .30

Frank W. Sower, Jr. 58,866 12 .87

Dr. John P. Stewart 52,300 13 .78

Michael M. Sullivan 177,078 14 2.63

Dr. John D. Sutterlin 60,800 15 .90

Shelley S. Sweeney 194,982 16 2.89

All Directors (and Nominees),
Advisory Directors and Executive
Officers as a group 728,952 17 10.75

1 All entries are based on information provided to the Corporation by its
Directors, Advisory Directors and Executive Officers.

2 Includes beneficial ownership of the following numbers of shares respecting
which the named persons may be deemed to be beneficial owners as a result
of rights they may exercise to acquire beneficial ownership within 60 days
of March 1, 2003:

G. Anthony Busseni 16,667
Lloyd C. Hillard, Jr. 14,667
Allison Gordon 7,071

The above referenced shares for the named persons are deemed outstanding
for purposes of computing the percentage of outstanding shares of
Corporation common stock owned by such person that are not deemed to be
outstanding for purposes of computing the percentage of any other person.

3 Includes 3,400 shares held by Farmers Bank in trust for Mr. Banker's wife
and 115 shares held by Mr. Banker for each of his three children.

4 The term of Mr. Birdwhistell as Corporation Director ends May 13, 2003.

5 Includes 622 shares held for Mr. Busseni in the Corporation Employee Stock
Ownership Plan (the "ESOP").

6 Includes 42,500 shares owned by Mr. Dungan's wife and 1,584 shares held by
the ESOP for his benefit.

7 Includes 359 shares owned jointly with Ms Gordon's husband and 331 shares
held by the ESOP for her benefit.

8 Includes 400 shares owned by Mr. Hignite's wife.

9 Includes 125 shares held for Mr. Hillard by the ESOP, 200 shares held in a
self-directed IRA for the benefit of Mr. Hillard's wife, 1,757 shares held
in a self-directed IRA for his benefit, and 450 shares held in a profit
sharing trust for the benefit of his wife.

10 Includes 5,758 shares held by H. G. Mays Corp. of which Mr. Mays is the
President and principal shareholder.

11 Includes 8,000 shares owned by Mr. Mitchell's wife and 5,200 shares in an
IRA established by Mr. Mitchell with Farmers Bank serving as trustee.

12 Includes 36,466 shares held jointly by Mr. Sower, his brother, John R.
Sower, and his sister, Lynn S. Bufkin, as co-trustees for various trusts
established for the benefit of Mr. Sower's children and the other
grandchildren of Mr. Sower's parents.

13 Includes 41,500 shares held by Dr. Stewart as trustee for his own benefit,
and 6,800 shares held in trust by Farmers Bank for the benefit of two of
Dr. Stewart's children.

14 Includes 15,560 shares held by Mr. Sullivan's wife, 51,000 shares held by
the Sullivan Family Partnership respecting which Mr. Sullivan and his wife
are partners, 1,140 shares held by Mr. Sullivan as trustee of a charitable
remainder trust, and 748 shares held by the ESOP for Mr. Sullivan's
benefit.

15 Includes 17,900 shares held in an Individual Retirement Plan Trust for Dr.
Sutterlin's benefit.

16 Includes 153,640 shares held in trust for Ms Sweeney's benefit.

17 All shares set forth in footnote 2 above are deemed outstanding for
purposes of computing this number.

EXECUTIVE COMPENSATION

COMPENSATION

The following table sets forth all compensation for services in all
capacities to the Corporation and its subsidiaries during the last three fiscal
years by the Corporation's Chief Executive Officer and the Corporation's other
four highest-paid Executive Officers (including for these purposes three persons
not employees of the Corporation but of certain Corporation subsidiaries).

SUMMARY COMPENSATION TABLE
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Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
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Other
Name Annual Restricted All Other
and Compen- Stock Securities LTIP Compen-
Principal sation Awards Underlying Payouts sation1
Position Year Salary ($) Bonus($) ($) ($) Options(#) ($) ($)
------------------------------------------------------------------------------------------------------------------------------------

G. Anthony 2002 225,807 16,813
Busseni, 2001 160,020 12,812
President & CEO 2000 153,600 11,752

Lloyd C.
Hillard, Jr.
President & 2002 125,620 9,826
CEO First 2001 121,120 9,497
Citizens Bank 2000 116,000 8,792

Rickey D.
Harp,
President & 2002 119,756 10,123
CEO Farmers 2001 85,097 7,283
Bank 2000 79,537 6,764

Bruce W.
Brooks
Executive Vice 2002 112,623 9,571
President 2001 104,634 8,950
Farmers Bank 2000 99,674 8,376

Allison B.
Gordon 2002 103,320 7,344
Senior Vice 2001 95,560 7,039
President 2000 83,800 6,650

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1 In 2002, includes (a) Corporation's contributions to the Pension Plan (Mr.
Busseni $8,000, Mr. Hillard $4,625, Mr. Harp $4,790, Mr. Brooks $4,505 and
Ms Gordon $3,457); (b) Corporation's contributions to the Salary Savings
Plan (Mr. Busseni $8,000, Mr. Hillard $4,625, Mr. Harp $4,790, Mr. Brooks
$4,505 and Ms Gordon $3,457); and (c) the cost of group term life and
long-term disability insurance premiums paid by the Corporation (Mr.
Busseni $813, Mr. Hillard $576, Mr. Harp $543, Mr. Brooks $561 and Ms
Gordon $430).

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES

Shares Number of Securities Value of Unexercised
Acquired Value Underlying Unexercised Options at In-the-Money Options at
on Exercise Realized December 31, 2002 (#) December 31, 2002 ($)2
-------------------- ---------------------
Name (#) ($)1 Exercisable Unexercisable Exercisable Unexercisable
------------------------------------------------------------------------------------------------------------------------------------

G. Anthony Busseni 0 0 16,667 3,333 145,836 29,164
Lloyd C. Hillard, Jr. 1,000 9,020 14,667 3,333 128,336 29,164
Rickey D. Harp 0 0 1,428 571 12,495 4,996
Bruce W. Brooks 0 0 12,000 0 105,000 0
Allison B. Gordon 1,000 9,230 7,071 3,428 61,871 29,995

1 The value realized from exercising options is calculated by multiplying the
number of underlying shares by the difference between the value of a share
at exercise date and the option exercise price ($24.50).

2 The value of unexercised in-the-money options is calculated by multiplying
the number of underlying shares by the difference between the closing price
of the Corporation's Common Stock on the NASDAQ SmallCap Market tier at
fiscal year end ($33.25) and the option exercise price. These values have
not been realized.
--------------------------------

COMPENSATION OF DIRECTORS

Directors of the Corporation (including for these purposes Advisory
Directors) receive a quarterly fee of $1,500. Frank W. Sower, Jr. receives
$2,000 per quarter for serving as Chairman of the Board. In addition, Director
and Advisory Directors receive $250 per meeting for serving on the Retirement
Committee and the Compensation Committee and $500 for acting in such capacities
on the Audit Committee. Directors and Advisory Directors receive a year-end
retainer of $4,000. The Chief Executive Officer of the Corporation does not
receive any director fees for serving as a Director of the Corporation or any
subsidiaries.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended ("Section
16"), requires the Corporation's Directors and certain officers and beneficial
owners of Corporation Common Stock (collectively, the "reporting persons") to
file with the Securities and Exchange Commission (the "SEC") reports of
ownership and changes in ownership of Corporation Common Stock. The reporting
persons are required to furnish the Corporation with copies of all reports filed
pursuant to Section 16.

Based solely upon a review of such reports received by it, or written
representations from certain reporting persons that no Form 5 reports were
required for those persons, the Corporation believes that, during fiscal 2002,
all filing obligations applicable to the reporting persons were complied with.

REPORT OF COMPENSATION COMMITTEE

The Compensation Committee is composed of three members who are
independent, outside Directors. Among other duties, the Committee is responsible
for developing and making recommendations to the Board with respect to the
Corporation's executive compensation. All decisions by the Committee relating to
the compensation of the Company's Executive Officers, including the Chief
Executive Officer, are reviewed and given final approval by the full Board of
Directors. During 2002, no decisions of the Committee were modified in any
material way or rejected by the Board of Directors.

The Corporation's executive compensation objective is to link compensation
with corporate and individual performance in a manner that, recognizing the
marketplace practices of other bank holding companies, will attract and retain
executives who can achieve the short and long-term goals of the Corporation. The
compensation policy is to provide for competitive base salaries, which reflect
individual levels of responsibility and performance, and annual incentive
payments, which are based upon the annual performance of the Corporation. This
executive compensation is also intended to provide an incentive for the
Corporation's Executive Officers to pursue the long-term best financial
interests of the Corporation and its shareholders. Consistent with this, during
1997, the Corporation awarded stock options to certain employees and Executive
Officers (which awards were ratified by shareholders at the 1998 annual
meeting).

The Chief Executive Officer recommends to the Compensation Committee both
the total pool for annual base salary increases for the Corporation's Executive
Officers and the individual annual base salaries for each Executive Officer. The
recommendations by the Chief Executive Officer for the pool for 2002 salary
increases and the base salaries for the Executive Officers were accepted by the
Compensation Committee without objection, and the Committee's recommendations on
those matters were, in turn, approved by the Corporation's Board of Directors.

The 2002 salary for Mr. Busseni, the Chief Executive Officer of the
Corporation, was set by the Compensation Committee in an amount considered
competitive with the salary levels for Chief Executive Officers of comparable
institutions and in light of the recent performance of the Corporation. In
determining salary levels at comparable institutions, the Committee did not use
consultants or market surveys but relied instead on its own experience and
knowledge of market conditions. The Committee's recommendation on Mr. Busseni's
2002 salary was approved by the Corporation's Board of Directors.

Except for the annual incentive compensation described in the following
paragraph, executive compensation is not directly linked to corporate
performance.

As a part of its annual incentive compensation described above, the
Corporation established an incentive compensation plan, which is administered by
the Compensation Committee and designed to award incentive payments to all
full-time employees of the Corporation and its subsidiaries, including Executive
Officers, when certain threshold levels of performance are met. The Committee
establishes the incentive threshold at the earnings level recommended by the
management of the Corporation. As the earnings of the Corporation exceed that
threshold, certain incentive percentages are triggered. For 2002, the threshold
of this Plan was not met and therefore no payments were made under the Plan for
2002.

Frank W. Sower, Jr., Compensation Committee Chairman
J. Barry Banker
Shelley S. Sweeney

COMPARISON OF CUMULATIVE TOTAL RETURN AMONG FARMERS CAPITAL BANK CORPORATION,
NASDAQ MARKET INDEX, AND BANK INDUSTRY PEER GROUP INDEX

The following graph sets forth a comparison of the five-year cumulative
total returns among the common shares of the Corporation, the NASDAQ Market
Index ("broad market index") and MG Industry Group Index ("peer group index").
Cumulative shareholder return is computed by dividing the sum of the cumulative
amount of dividends for the measurement period and the difference between the
share price at the end and the beginning of the measurement period by the share
price at the beginning of the measurement period. The broad market index
comprises all domestic common shares traded on the NASDAQ National Market and
the NASDAQ SmallCap Market. The peer group index consists of 70 banking
companies in the Southeastern United States. The Corporation is among the 70
companies included in the peer group index.

Measurement Period Farmers Capital NASDAQ MG
(Fiscal Year Covered) Bank Corporation Market Index Group Index
------------------------------------------------------------------------------
FYE 12/31/98 $ 120.50 $ 141.04 $ 95.24
FYE 12/31/99 99.98 248.76 79.21
FYE 12/31/00 94.95 156.35 80.87
FYE 12/31/01 130.51 124.64 101.70
FYE 12/31/02 122.72 86.94 108.85

Total return assumes reinvestment of dividends.
Assumes $100.00 invested on December 31, 1997.

CORPORATION PENSION PLAN

The Corporation and its subsidiaries maintain a Pension Plan for their
employees, including the Executive Officers of the Corporation. The Pension Plan
is managed by the Trust Department of Corporation subsidiary Farmers Bank (the
"Fund Manager"). Employees who have attained the age of 21 and who have
completed one year of service are eligible to participate in the Pension Plan.
For purposes of the Pension Plan, a year of service is a twelve-month period in
which an employee works at least 1,000 hours.

The Pension Plan has two components, which are the Money Purchase Pension
Plan and the ESOP.

The Money Purchase Pension Plan portion of the Pension Plan provides that
the Corporation shall contribute to the Plan on behalf of each participant an
amount equal to 4% of such participant's compensation for the plan year. The
investment decisions respecting the contributions made by the Corporation to the
accounts of participants under the Money Purchase Pension Plan portion of the
Pension Plan are made at the sole discretion of the Fund Manager. The Fund
Manager may not, however, invest any portion of the Money Purchase Pension Plan
fund in the Corporation Common Stock.

Under the ESOP portion of the Pension Plan, the Corporation may at its
discretion contribute additional amounts (up to the maximum imposed by federal
law), which will be allocated to all participants in the ratio that each
participant's compensation bears to all participants' compensation. Such
discretionary contributions will be utilized to purchase shares of Corporation
Common Stock to be held in the participants' accounts. During 2002, the
Corporation made no contributions to the ESOP portion of the Pension Plan.

The benefits that a participant can ultimately expect to receive from the
Pension Plan are based upon the amount of the annual contributions made by the
Corporation to his or her account together with the accumulated value of all
earnings on those contributions. The Pension Plan's vesting schedule is as
follows: two years of service, 20% vested; three years of service, 40% vested;
four years of service, 60% vested; five years of service, 80% vested; and six
years of service, 100% vested.

CORPORATION SALARY SAVINGS PLAN

The Corporation and its subsidiaries maintain a Salary Savings Plan for
their employees, including the Executive Officers of the Corporation, who have
attained the age of 21 and have completed one year of service with the
Corporation or its subsidiaries. A year of service is a twelve-month period in
which an employee works at least 1,000 hours. The Savings Plan provides for
three types of contributions, as follows:

1. Voluntary tax deferred contributions made by the participant;

2. Matching contributions made by the Corporation; and

3. Discretionary Corporation contributions.

A participant is permitted to make tax-deferred voluntary contributions
under a salary reduction agreement. This deferral of compensation is subject to
certain limitations, one of which is the limit imposed by the Internal Revenue
Code of 1986, as amended, upon the dollar amount of the deferral. In 2002, such
limit was $11,000, though participants who had reached age 50 were permitted in
2002 to make an additional catch-up contribution of $1,000.

Participants are presented with various investment alternatives related to
the Salary Savings Plan. Those alternatives include various stock and bond
mutual funds that vary from traditional growth funds to more stable income
funds. Corporation Common Stock is not an available investment alternative in
the Salary Savings Plan. All contributions made by a participant up to 4% of
such participant's compensation are matched by the Corporation. The Corporation
may, in its sole discretion, make additional contributions to the Savings Plan
on behalf of participants. The Corporation made no discretionary contribution to
the Salary Savings Plan in 2002. Discretionary contributions are allocated among
participants in the ratio that each participant's compensation bears to all
participants' compensation.

A Participant's contribution to the Savings Plan is considered as part of
the participant's compensation for purposes of computing the Corporation's
contribution to the Savings Plan.

The Savings Plan participants are immediately vested in 100% of their
contributions, and Corporation contributions vest on a schedule that mirrors
that of the Corporation Pension Plan enumerated above.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is made up of three non-employee Directors and has the
advisory services of an Advisory Director. All members of the Audit Committee
are independent, as defined in the applicable National Association of Securities
Dealers Listing standards. The Corporation's Board of Directors has adopted a
written charter for the Audit Committee.

KPMG LLP, the Corporation's independent auditor, has provided the Audit
Committee with written assurance of its independence (as required by
Independence Standards Board Standard No. 1). The Audit Committee also met with
KPMG LLP and discussed KPMG LLP's independence, the results of its audit and
other matters required to be discussed by applicable accounting standards
(including Statement on Auditing Standards 61).

The Audit Committee has considered whether the provision of services to the
Corporation by KPMG LLP, beyond those rendered in connection with the audit and
review of financial statements, is compatible with maintaining the independence
of such firm.

The Audit Committee has reviewed and discussed with management the audited
financial statements that will appear in the 2002 Annual Report to Shareholders.

The Audit Committee recommended to the Board of Directors that the
financial statements for 2002 be included in the Annual Report on Form 10-K for
filing with the Securities and Exchange Commission.

The fees for services provided by KPMG LLP were as follows:

Audit fees - Fees for the audit, and the review of the Corporation's
Form 10-Q's were $123,500 for 2002 and $114,675 for 2001.

Audit related fees - Aggregate fees for all other services rendered by
KPMG LLP were $25,700 for 2002 and $16,700 for 2001.

Financial information systems design and implementation fees - KPMG
LLP did not render any services related to financial information
systems design and implementation for 2002 or 2001.

J. Barry Banker, Audit Committee Chairman
Frank W. Sower, Jr.
Robert Roach, Jr.

TRANSACTIONS WITH MANAGEMENT

The bank subsidiaries of the Corporation have had and expect in the future
to have banking transactions in the ordinary course of business with Directors
and Executive Officers of the Corporation and their associates. All loans to
such persons or their associates have been on the same terms, including interest
rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others, and have not involved more than normal risk
of collectability or other unfavorable features.

Farmers Bank leases the second floor and basement of a building located at
201 West Main Street, Frankfort, Kentucky, to the Charles T. Mitchell Company
for $33,555 per year. Mr. Charles T. Mitchell is an Advisory Director of the
Corporation and is a former partner (now retired) in the Charles T. Mitchell
Company.

APPOINTMENT OF AUDITORS

On October 28, 2002, the Audit Committee determined and approved the
replacement of KPMG LLP with Crowe, Chizek and Company LLP ("Crowe Chizek") as
its independent accountants for 2003. KPMG LLP's services will terminate at the
completion of its audit and issuance of its related report on the Corporation's
financial statements to be filed on Form 10-K for the year ended December 31,
2002. The change in the Corporation's independent accountants was the result of
a competitive bidding process involving several accounting firms.

In connection with the audits of the two fiscal years ended December 31,
2002, and the subsequent interim period, there have been no disagreements with
KPMG LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure or any reportable events.
KPMG LLP's audit reports on the financial statements of the Corporation as of
and for the years ended December 31, 2002 and 2001 contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.

Representatives of KPMG LLP are expected to be present at the Annual
Meeting of Shareholders, and they will have an opportunity to make a statement,
if they so desire, and will be available to respond to questions.

SHAREHOLDERS' PROPOSALS FOR 2004 ANNUAL MEETING

It is presently contemplated that the 2004 Annual Meeting of the
Shareholders will be held on or about May 11, 2004. In order for any shareholder
proposal to be included in the proxy material of the Corporation for the 2004
Annual Meeting of Shareholders, the Secretary of the Corporation must receive it
no later than December 3, 2003. It is urged that any proposals be sent by
certified mail, return receipt requested.

Shareholders' proxies to be solicited of the Corporation in connection with
its 2004 Annual Meeting of Shareholders will confer on the proxyholders'
discretionary authority to vote on any matter presented at that meeting, unless
notice that the matter is to be presented at the 2004 meeting is provided to the
Corporation no later than February 18, 2004.

GENERAL

SHAREHOLDERS' PARTICIPATION IN THE 2003 ANNUAL SHAREHOLDERS' MEETING. The
Bylaws of the Corporation do not contain any requirement for shareholders to
provide advance notice of proposals or nominations they intend to present at the
Meeting.

EXPENSES. The expense of this solicitation of proxies will be borne by the
Corporation.

SOLICITATIONS. Solicitations will be made by the use of mails, except that
proxies may be solicited by telephone by Directors and Officers of the
Corporation. The Corporation does not expect to pay any other compensation for
the solicitation of proxies, but will reimburse brokers and other persons
holding Corporation Common Stock in their names, or in the name of nominees, for
their expenses in sending proxy materials to their principals.

NO APPRAISAL RIGHTS. Under Kentucky law, there are no appraisal or similar
rights of dissenters with respect to any matter to be acted upon at the meeting.

OTHER BUSINESS

The Board of Directors does not presently know of any matters that will be
presented for action at the meeting. However, if any other matters properly come
before the meeting, the holders of proxies solicited by the Board of Directors
of the Corporation will have the authority to vote the shares represented by all
effective proxies on such matters in accordance with their best judgment.

By Order of the Board of Directors,

/s/ C. Douglas Carpenter
C. Douglas Carpenter
Vice President, Secretary
and Chief Financial Officer

Frankfort, Kentucky
April 1, 2003

Farmers Capital Bank Corporation
Proxy

Solicited by the Board of Directors in accordance with the notice of Annual
Meeting of Shareholders and Proxy Statement dated April 1, 2003 for the Annual
Meeting of Shareholders to be held May 13, 2003.

The undersigned shareholder hereby appoints G. Anthony Busseni and Frank W.
Sower, Jr., or any of them with full power of substitution, to act as proxy for
and to vote the stock of the undersigned at the Annual Meeting of Shareholders
of Farmers Capital Bank Corporation to be held at Farmers Bank & Capital Trust
Co., 125 West Main Street, Frankfort, Kentucky on Tuesday, May 13, 2003, at
11:00 a.m., local time, notice of which meeting and accompanying Proxy Statement
being hereby acknowledged as having been received by the undersigned, and at any
adjournment or adjournments thereof, as fully as the undersigned would be
entitled to vote if then and there personally present. Without limiting the
general authorization and power hereby given, the above proxies are directed to
vote as follows:

1. The election of the following Nominees as Directors of the Corporation as
set forth in the Board of Director's Proxy Statement, 1) Frank W. Sower,
Jr., 2) J. Barry Banker, 3) Dr. John D. Sutterlin, 4) Dr. Donald J.
Mullineaux;

2. The transaction of such other business as may properly come before the
meeting.

Farmers Capital Bank Corporation
Proxy Reply Card

This Proxy when properly executed will be voted in the manner directed herein by
the shareholder. If no specific direction is given, this proxy will be voted FOR
all the Nominees referred to in Item 1 (including any substitute Nominee in the
case of unavailability).

[ ] FOR ALL NOMINEES
[ ] WITHHOLD ALL NOMINEES
[ ] FOR ALL NOMINEES EXCEPT THOSE
LISTED

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PLEASE DATE AND SIGN ON REVERSE, AND RETURN IN THE ENCLOSED ENVELOPE.

This proxy is solicited by the Board of Directors and will be voted as
stated herein.

Farmers Capital Bank Corporation
Proxy

I hereby vote my shares (listed below) as indicated on the reverse side.

Please sign your name below exactly as it appears on your stock certificate(s).
Joint owners must each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title.

Date 2003
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Signature of Shareholder(s)