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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Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12

Farmers Capital Bank Corporation
------------------------------------------------
(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 11, 2004

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 11, 2004 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 2007 or
until their successors have been elected and qualified;

2. Approval of the Corporation's 2004 Employee Stock Purchase Plan; and

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

Only shareholders of record at the close of business on April 1, 2004 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, 2004

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 11, 2004

GENERAL

The Board of Directors of Farmers Capital Bank Corporation (the
"Corporation") solicits your proxy for use at the 2004 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 11, 2004 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, 2004.

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.

The affirmative vote of the holders of shares of Corporation Common Stock,
having a majority of the votes present in person or represented by proxy at the
Meeting and entitled to vote on the matter, is necessary to approve the
Corporation Employee Stock Purchase Plan (Proposal No. 2)

Only shareholders of record at the close of business on April 1, 2004 will be
entitled to receive notice of and to vote at the Meeting. On March 1, 2004 there
were 6,727,380 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, 2004 of Class
----------------------------------------------------------------------------

Farmers Bank & Capital 479,623 1 7.13 2
Trust Co., as Fiduciary
125 West Main Street
Frankfort, KY 40601

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 381,880 shares, or 5.68% 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 71,455 shares, or 1.06% of the outstanding
shares.

In addition, of the shares indicated, Farmers Bank has sole investment
power with respect to 321,890 shares, or 4.78% 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 120,835,
shares or 1.80% of the shares outstanding.

2 Based on 6,727,380 shares of Corporation Common Stock outstanding as
of March 1, 2004.

PROPOSAL NO. 1

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, 2004 and this
class contains the Nominees to be elected to serve until the annual meeting of
shareholders in 2007. 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 Cecil D. Bell, Jr. (though Mr. Bell was
previously a Corporation Director from 1997 through 2000). 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.

In accordance with rules of the National Association of Securities Dealers
("NASD"), all of the Nominees for Director and Incumbent Directors listed below
meet the NASD definition of "independent" except Mr. Hillard and Mr. Busseni.

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
----------------------------------------------------------------------------------------------------------

NOMINEES FOR THREE-YEAR TERMS ENDING IN 2007

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

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

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

Cecil D. Bell, Jr.3 N/A Chairman of Farmer
(63) the Board of Directors
of Farmers Bank and
Trust Company ("Farmers
Georgetown")

Name Has Served as Position and Offices Business Experience
and Age Director Since 1 with Corporation 2 During the Past Five Years
----------------------------------------------------------------------------------------------------------

CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2005

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

G. Anthony Busseni 1996 Director; President and President, CEO and
(56) CEO of the Corporation; Director of Farmers Bank
Director of Farmers Bank, from 1999-2002; President,
United Bank & Trust Co. CEO and Director of
("United Bank") Lawrenceburg Farmers Georgetown prior
National Bank ("Lawrenceburg to 1999
Bank"), Farmers Georgetown,
First Citizens, 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 Director President, Swell Properties,
(62) Inc. (residential real estate
rental company)

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

CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2006

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

J. Barry Banker 4 1996 Director President of Stewart Home
(52) School (private, special needs
school)

Dr. John D. Sutterlin 5 2003 Chairman of the Board Retired Dentist
(63) of Directors of Farmers Bank

Dr. Donald J. Mullineaux 2003 Director Professor, University of
(58) Kentucky, College of
Business and Economics

-----------------------------------------------------

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 Mr. Bell previously served as a Corporation Director from 1997 to 2000.

4 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.

5 Dr. Sutterlin previously served as a Corporation Director from 1998 through
2001.

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. Effective January 1, 2004, the retirement
policy for Directors of the Corporation provides that a Director shall retire
effective as of the end of his elected term next following the date on which the
Director attains age 70. Prior to January 1, 2004, any such Director could, at
the discretion of the Board of Directors, become an Advisory Director. Effective
January 1, 2004, the three Advisory Directors listed above may continue to serve
in such capacity at the discretion of the Board of Directors, but otherwise the
status of Corporation Advisory Director has been eliminated.

THE CORPORATION BOARD OF DIRECTORS RECOMMENDS VOTING FOR THE ELECTION
OF EACH OF THE NOMINEES FOR 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 Retirement Committee consists of G. Anthony Busseni and Harold G. Mays.
E. Bruce Dungan and Charles T. Mitchell, each of whom is an Advisory Director,
serve as advisors to this committee. The Committee establishes investment policy
and monitors investment results for the Corporation Salary Savings Plan (the
"Savings Plan"). It also, from time to time, recommends amendments to the
Savings Plan to the Board of Directors. During 2003, the Retirement Committee
met five 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. All members of the Audit Committee are "independent directors" as
defined by the rules of the NASD. The Board of Directors has determined (in
accordance with Securities and Exchange Commission Regulation S-K 401(h)) that
J. Barry Banker satisfies the qualifications of "financial expert" and Mr.
Banker accordingly has been designated as the Audit Committee financial expert.
The Audit 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 auditor and determine their
compensation;
3. Monitor the independence and performance of the independent auditor,
management and the internal audit department; and 4. Provide an avenue of
communication among the independent auditor, management, the internal audit
department and the Board of Directors.

The Audit Committee was in compliance with its written charter during 2003.
The Board does not limit the number of audit committees for other corporations
on which its audit committee members may serve. None of the committee members
currently serve on another audit committee for a publicly-held entity. During
2003 the Audit Committee met five times.

The Compensation Committee consists 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 twice during
2003.

There were six meetings of the Board of Directors during 2003, and all
Directors attended at least 75% of the total number of Board meetings and the
meetings of the committees to which they belonged. The Board of Directors does
not have a specific policy for Directors attending the Annual Meeting of
Shareholders. All but one Director attended the prior year's annual meeting.

CORPORATE GOVERNANCE

NOMINATIONS OF DIRECTORS: The Corporation has no standing nominating committee.
The independent members of the Board of Directors determine the Nominees for
Director to be presented for election based upon their review of all proposed
nominees for the Board, including those proposed by shareholders. The
independent members of the Board of Directors select qualified candidates based
upon the criteria set forth below and review their recommendations with the
Board, which decides whether to invite the candidate to be a nominee for
election to the Board.

Board members must possess the acumen, education and experience to make a
significant contribution to the Board and bring a diverse range of skills and
perspectives to satisfy the perceived needs of the Board at a particular time.
Board members must have the highest ethical standards, a strong sense of
professionalism, independence and an understanding of the Corporation's
business. Additionally, Board members must have the aptitude and experience to
fully appreciate the legal responsibilities of a director and the governance
processes of a public company, a willingness to commit, as well as have,
sufficient time to discharge their duties to the Board and such other factors as
the independent members of the Board of Directors determine are relevant in
light of the needs of the Board and the Corporation.

For a shareholder to submit a candidate for a consideration as a Director,
a shareholder must notify the Corporation's secretary. To be considered for
nomination and inclusion in the Corporation's proxy statement at the 2005 Annual
Meeting, a shareholder must notify the Corporation's secretary no later than
December 1, 2004 (the date 120 days prior to the first anniversary of the date
of the 2004 annual meeting proxy statement). Notices should be sent to: Farmers
Capital Bank Corporation, 202 West Main Street, Frankfort, Kentucky 40601,
Attention: C. Douglas Carpenter, Secretary.

CODE OF ETHICS: Ethical business conduct is a shared value of the Corporation's
Board of Directors, management and employees. The Corporation's Code of Ethics
applies to the Board of Directors as well as all employees and officers,
including the principal executive officer, principal financial officer and
principal accounting officer.

The Code of Ethics covers all areas of professional conduct, including, but
not limited to, conflicts of interest, disclosure obligations, insider trading,
confidential information, as well as compliance with all laws, rules and
regulations applicable to the Corporation's business. The Corporation encourages
all employees, officers and directors to promptly report any violations of the
Code to the appropriate persons identified in the Code. A copy of the
Corporation's Code of Ethics is available through the Investor Relations section
of the Corporation's website at the following address: www.farmerscapital.com.

EXECUTIVE SESSIONS OF THE BOARD: Non-management directors meet in executive
sessions without management. "Non-management" directors are all those who are
not Corporation officers, and include directors, if any, who are not
"independent" by virtue of a material relationship with the Corporation or a
family relationship. Executive sessions are led by a "Presiding Director." An
executive session is held in conjunction with regularly scheduled Board meetings
at least twice per year and other sessions may be called by the Presiding
Director in his or her own discretion or at the request of the Board. Frank W.
Sower, Jr. has been designated as the Presiding Director.

COMMUNICATIONS WITH THE BOARD: The Board of Directors has established a process
for shareholders to communicate with the Board or an individual director.
Shareholders may contact the Board or an individual Director by writing to their
attention at the Corporation's principal executive offices at 202 West Main
Street, Frankfort, Kentucky 40601, Attention: C. Douglas Carpenter, Secretary.
Each communication intended for the Board of Directors or an individual director
will be forwarded to the specified party.

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 Percent of
Name Stock as of March 1, 2004 1, 2 Class 1, 2
--------------------------------------------------------------------------------

J. Barry Banker 5,063 3 .08

Cecil D. Bell, Jr. 2,000 .03

G. Anthony Busseni 20,054 4 .30

W. Benjamin Crain 2,118 .03

E. Bruce Dungan 75,251 5 1.12

Allison Gordon 9,004 6 .12

Gerald R. Hignite 600 7 .01

Lloyd C. Hillard, Jr. 20,948 8 .29

Harold G. Mays 5,865 9 .09

Charles T. Mitchell 31,600 10 .47

Dr. Donald J. Mullineaux 100 .00

Robert Roach, Jr. 20,000 .30

Frank W. Sower, Jr. 58,866 11 .88

Dr. John P. Stewart 52,300 12 .78

Michael M. Sullivan 172,359 13 2.56

Dr. John D. Sutterlin 60,300 14 .90

Shelley S. Sweeney 194,382 15 2.89

All Directors (and Nominees), 685,124 10.21
Advisory Directors and Executive
Officers as a group

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, 2004:

G. Anthony Busseni 19,000
Lloyd C. Hillard, Jr. 15,500
Allison Gordon 6,786

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 persons (and for all Directors [and
Nominees], Advisory Directors and Executive Officers as a group) but 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 120 shares held by Mr. Banker for each of his three children.

4 Includes 648 shares held for Mr. Busseni in the Corporation Employee Stock
Ownership Plan (the "ESOP").

5 Includes 42,500 shares owned by Mr. Dungan's wife and 1,551 shares held by
the ESOP for his benefit.

6 Includes 373 shares owned jointly with Ms Gordon's husband and 345 shares
held by the ESOP for her benefit.

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

8 Includes 130 shares held for Mr. Hillard by the ESOP, 200 shares held in a
self-directed IRA for the benefit of Mr. Hillard's wife, 1,825 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.

9 Includes 5,865 shares held by H. G. Mays Corp. of which Mr. Mays is the
President and principal shareholder.

10 Includes 8,000 shares owned by Mr. Mitchell's wife and 4,954 shares in an
IRA established by Mr. Mitchell with Farmers Bank serving as trustee.

11 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.

12 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.

13 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 779 shares held by the ESOP for Mr. Sullivan's
benefit.

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

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

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 for 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
-----------------------------------------------------------------------------------------------------------------
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
-------------------------------------------------------------------------------
Other
Name Annual Restricted All Other
and Compen- Stock Securities LTIP Compen-
Principal sation Awards Underlying Payouts sation 1
Position Year Salary ($) Bonus($) ($) ($) Options(#) ($) ($)
-----------------------------------------------------------------------------------------------------------------

G. Anthony
Busseni, 2003 250,673 17,080
President & 2002 225,807 16,813
CEO 2001 160,020 12,812

Lloyd C.
Hillard, Jr.,
President & 2003 132,221 10,378
CEO First 2002 125,620 9,826
Citizens 2001 121,120 9,497

Rickey D.
Harp,
President & 2003 146,100 12,634
CEO Farmers 2002 119,756 10,123
Bank 2001 85,097 7,283

Bruce W.
Brooks,
Executive Vice 2003 127,130 10,526
President 2002 112,623 9,571
Farmers Bank 2001 104,634 8,950

Allison B.
Gordon, 2003 100,300 7,697
Senior 2002 103,320 7,344
Vice President 2001 95,560 7,039
-----------------------------------------------------------------------------------------------------------------
1 In 2003, includes (a) Corporation's contributions to the Pension Plan (Mr.
Busseni $8,000, Mr. Hillard $4,800, Mr. Harp $5,844, Mr. Brooks $4,869 and
Ms Gordon $3,560); (b) Corporation's contributions to the Salary Savings
Plan (Mr. Busseni $8,000, Mr. Hillard $4,800, Mr. Harp $5,844, Mr. Brooks
$4,869 and Ms Gordon $3,560); and (c) the cost of group term life and
long-term disability insurance premiums paid by the Corporation (Mr.
Busseni $1,080, Mr. Hillard $778, Mr. Harp $946, Mr. Brooks $788 and Ms
Gordon $577).

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

Number of Securities Value of Unexercised
Shares Underlying Unexercised Options at In-the-Money Options at
Acquired Value December 31, 2003 (#) December 31, 2003 ($) 2
on Exercise Realized ----------------------------------- --------------------------
Name (#) ($) 1 Exercisable Unexercisable Exercisable Unexercisable
--------------------------------------------------------------------------------------------------------------

G. Anthony Busseni 1,000 9,540 19,000 0 180,690 0
Lloyd C. Hillard, Jr. 1,000 7,920 17,000 0 161,670 0
Rickey D. Harp 0 0 1,715 285 16,310 2,710
Bruce W. Brooks 2,110 22,071 9,890 0 94,054 0
Allison B. Gordon 1,000 11,750 7,785 1,715 74,035 16,310

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 ($34.01) and the option exercise price. These values have
not been realized.
--------------------------------

COMPENSATION OF DIRECTORS

During 2003, Directors of the Corporation received a quarterly fee of
$1,500. Frank W. Sower, Jr. received an additional $2,000 per quarter for
serving as Chairman of the Board. Directors received $250 for attending any
specially-called board meetings. In addition, Directors received $250 per
meeting for serving on the Retirement Committee and the Compensation Committee
and $500 for serving on the Audit Committee. In addition to the sums set forth
above, Directors and Advisory Directors received a year-end fee of $4,000. The
Chief Executive Officer of the Corporation did not receive any director fees for
serving as a Director of the Corporation or any subsidiaries. Prior to January
1, 2004, Advisory Directors were paid in the same manner and amount as
Directors. Effective January 1, 2004, Advisory Directors will receive a fee of
$750 for each quarterly meeting attended, a fee of $125 for a specially-called
board meeting attended, $125 for each Retirement Committee and Compensation
Committee meeting attended and $250 for each Audit Committee meeting attended.
The fee structure for Directors, including the Chief Executive officer, will not
change in 2004.

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 2003,
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 2003, 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 (no annual incentive payments have been made in the periods presented
above), 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 2003 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 2003 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
2003 salary was approved by the Corporation's Board of Directors. Executive
compensation is not directly linked to corporate performance. A previously
established incentive compensation plan was not in place for 2003.

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 67 banking
companies in the Southeastern United States. The Corporation is among the 67
companies included in the peer group index.

Measurement Period Farmers Capital NASDAQ MG
(Fiscal Year Covered) Bank Corporation Market Index Group Index
-------------------------------------------------------------------------------
FYE 12/31/99 $ 82.97 $ 176.37 $ 83.17
FYE 12/31/00 78.79 110.86 84.91
FYE 12/31/01 108.30 88.37 106.79
FYE 12/31/02 101.84 61.64 114.29
FYE 12/31/03 108.27 92.68 145.92

Total return assumes reinvestment of dividends.
Assumes $100.00 invested on December 31, 1998.

EMPLOYEE BENEFIT PLANS

Prior to April 1, 2003, the Corporation and its subsidiaries maintained a
Pension Plan and a Salary Savings Plan. The Pension Plan had two components
which were the Money Purchase Pension Plan and the Employee Stock Ownership Plan
(the "ESOP"). Effective April 1, 2003, the Money Purchase component was merged
with the Salary Savings Plan.

EMPLOYEE STOCK OWNERSHIP PLAN

The Corporation and its subsidiaries maintain an ESOP for their employees,
including the Executive Officers of the Corporation. The ESOP 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 ESOP. For purposes of the ESOP, a
year of service is a twelve-month period in which an employee works at least
1,000 hours.

The Corporation may at its discretion contribute amounts (up to the maximum
imposed by federal law) to the ESOP, 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 2003, the Corporation made no contributions to the ESOP.

The ESOP'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 (the
"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. For purposes of the Savings
Plan, a year of service is a twelve-month period in which an employee works at
least 1,000 hours. The Savings Plan is administered by the Fund Manager. 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 2003, such
limit was $12,000, though participants who had reached age 50 were permitted in
2003 to make an additional catch-up contribution of $2,000.

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 a 4%
discretionary contribution to the Savings Plan in 2003. Discretionary
contributions are allocated among participants in the ratio that each
participant's compensation bears to all participants' compensation.
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.

Participants are presented with various investment alternatives related
to the 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
Savings Plan.

The benefits that a participant can ultimately expect to receive from the
Savings Plan are based upon the amount of the annual contributions made by the
Corporation and the employee to his or her account together with the accumulated
value of all earnings on those contributions. The Savings Plan participants are
immediately vested in 100% of their contributions, and Corporation contributions
vest on a schedule that mirrors that of the ESOP 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 directors" as defined by the rules of the NASD. The
Corporation's Board of Directors has adopted a written charter for the Audit
Committee.

Crowe Chizek and Company LLC ("Crowe Chizek"), 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 Crowe Chizek and discussed Crowe Chizek'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 Crowe Chizek, 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 2003 Annual Report to Shareholders.

The Audit Committee recommended to the Board of Directors that the
financial statements for 2003 be included in the Annual Report on Form 10-K for
filing with the Securities and Exchange Commission.

The Audit Committee has pre-approved by policy that management of the
Corporation may consult with the primary independent auditor concerning certain
additional services outside of the audit and tax work that was specifically
approved in the engagement letter for those services. Included were services
such as:

1. Consultation regarding financial accounting and reporting standards,
2. Discussions related to accounting for a proposed acquisition,
3. Discussions concerning internal control matters,
4. Discussions regarding regulatory requirements,
5. Consultation concerning tax planning strategies, and
6. Assistance with tax examinations.

The fees for services provided by the primary independent auditor, Crowe
Chizek for 2003 and KPMG LLP for 2002 were as follows:

Audit fees - Fees for the financial statement audit, and the review of
the Corporation's Form 10-Q's were $123,500 for 2003 and $123,500 for
2002.

Audit related fees - Aggregate fees for all assurance and related
services were $32,670 for 2003 and $25,700 for 2002. These fees were
incurred for audits of ancillary programs and benefit plans. An amount
of $8,370 is included in the 2003 total which was preapproved by
policy as described above.

Tax fees - Fees related to tax compliance, advice and planning were
$9,165 for 2003 and none for 2002. An amount of $4,165 is included in
the 2003 total which was preapproved by policy as described above.

All other fees - None for 2003 and none for 2002.

All services provided by the Corporation's primary independent auditor in
2002 and 2003 were approved by the Audit Committee.

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
and received payment of $36,833 for 2003. Mr. Charles T. Mitchell is an Advisory
Director of the Corporation and is a former partner (now retired) in the Charles
T. Mitchell Company.

PROPOSAL NO. 2

APPROVAL OF CORPORATION EMPLOYEE STOCK PURCHASE PLAN

The Farmers Capital Bank Corporation 2004 Employee Stock Purchase Plan
("the Plan") was adopted by the Corporation's Board of Directors on January 26,
2004. Approval of the Plan by the shareholders of the Corporation is required in
order for purchases of Corporation Common Stock under the Plan to benefit from
the favorable tax treatment afforded such plans pursuant to Section 423 of the
Internal Revenue Code of 1986, as amended . The complete text of the Plan is set
forth in Appendix A. Capitalized terms in the following discussion shall have
the meanings assigned such terms in the Plan.

The purpose of the Plan is to provide a means by which employees of the
Corporation and employees of certain Related Corporations may be given an
opportunity to purchase shares of Common Stock (such purchase opportunities are
referred to as "Purchase Rights") at a discounted price and without payment of
brokerage costs or other fees. The Corporation, by means of the Plan, seeks to
retain the services of such employees, to secure and retain the services of new
employees and to provide incentives for such persons to exert maximum efforts
for the success of the Corporation and its subsidiaries.

The Plan provides that the Plan will be administered by the Board of
Directors of the Corporation unless and until the Board delegates administration
of the Plan to a Committee which the Board of Directors may establish. The Plan
affords the Board (or any such designated Committee) complete power and
discretion (i) to determine when and how Purchase Rights will be granted and the
provisions of each Offering of such Purchase Rights, (ii) to amend the Plan and
(iii) to construe and interpret the Plan and Purchase Rights granted under the
Plan.

The Plan provides that, subject to adjustments upon changes in shares of
Common Stock (such as in the case of merger, recapitalization, stock dividends
and the like), the shares of Common Stock that may be sold pursuant to Purchase
Rights granted under the Plan shall not exceed in the aggregate 50,000 shares of
Common Stock, as such aggregate number of shares may be increased annually
commencing January 1, 2006 in amounts equal to the lesser of (i) one percent of
the shares of Common Stock outstanding on each January 1, (ii) 20,000 shares of
Common Stock or (iii) such number of shares of Common Stock as determined by the
Board (such number to be in no event equal to or greater than the number
resulting from either computation in (i) or (ii above).

Under the Plan, the Board may from time to time grant Purchase Rights for
the purchase of shares of Common Stock to Eligible Employees in an Offering on
Offering Dates selected by the Board. Under the Plan, each such Offering is to
comply with the applicable requirements of the Code and the period during which
any Offering shall be effective shall not exceed twenty-seven months beginning
with the subject Offering Date.

With respect to eligibility to participate in the Plan, the Plan provides
that Purchase Rights may be granted only to employees of the Corporation or
employees of a Related Corporation, which is defined under the Plan to mean any
parent corporation or subsidiary corporation of the Corporation. Under the Plan,
no Employee shall be eligible to be granted Purchase Rights under the Plan until
the Employee has been an Employee of the Corporation or a Related Corporation
for a period prescribed by the Board of Directors (not to exceed two years).
Moreover, the Plan permits the Board of Directors to provide that no Employee
will be eligible to be granted Purchase Rights unless on the Offering Date such
Employee's customary employment with the Corporation or the Related Corporation
is more than twenty hours per week and more than five months per calendar year.

Pursuant to limitations prescribed by the Code, no Employee is eligible for
the grant of Purchase Rights if, immediately after any such Purchase Rights are
granted, such Employee owns stock possessing five percent or more of the total
combined voting power of the Corporation or any Related Corporation. Moreover,
an Eligible Employee may be granted Purchase Rights under the Plan only if such
Purchase Rights, together with any other rights granted under all Employee stock
purchase plans of the Corporation, do not permit the Eligible Employee the right
to purchase stock of the Corporation at a rate which exceeds $25,000 in Fair
Market Value of the Common Stock.

The Plan provides that on each Offering Date each Eligible Employee shall
be granted a right to purchase up to that number of shares of Common Stock
purchasable with a maximum dollar amount not exceeding 15% of such Employee's
Earnings. The purchase price for Common Stock under any Purchase Right shall not
be less than the lesser of (i) an amount equal to 85% of the Fair Market Value
of the shares of Common Stock on the subject Offering Date or (ii) an amount
equal to 85% of the Fair Market Value of the shares of Common Stock on the
applicable Purchase Date.

Under the Plan, Employees may participate by delivering a participation
agreement to the Corporation within the time specified in any subject Offering,
which agreement will authorize payroll deductions of up to the maximum
percentage specified by the Board of each Participant's Earnings during the
subject Offering. Payroll deductions will be credited to an account for such
Participant under the Plan. At any time during an Offering, a Participant may
terminate his payroll deductions under the Plan and withdraw from the Offering
by delivering to the Corporation a notice of withdrawal.

The Plan provides that Purchase Rights granted pursuant to any Offering
under the Plan shall terminate immediately upon the Participant ceasing to be an
Employee for any reason, at which point the Corporation shall distribute to such
terminated Employee all of his accumulated payroll deductions (without interest)
which have not been used to acquire shares of Common Stock. Purchase Rights
granted under the Plan are not transferable by a Participant except by will or
the laws of descent and distribution or by a beneficiary designation made during
the Participant's lifetime.

The Plan provides that on any Purchase Date during an Offering, each
Participant's accumulated payroll deductions shall be applied to the purchase of
shares of Common Stock up to the maximum number of shares of Common Stock
permitted pursuant to the terms of the Plan and the applicable Offering. Any
amount of accumulated payroll deductions remaining in a Participant's account
after the purchase of shares will be held in such Participant's account for the
purchase of shares of Common Stock under the next Offering under the Plan unless
such Participant withdraws from (or is not eligible to participate in) such next
Offering.

With respect to the tax consequences to an Employee participating under the
Plan, there are no income tax consequences to an Employee upon the grant of a
Purchase Right or upon the exercise of said right. If the Employee sells or
disposes of Common Stock purchased pursuant to the Plan after the expiration of
the statutory holding period (i.e., the later of (i) two years from the date of
the grant of the subject Purchase Right or (ii) one year from the date of its
exercise), the Employee will be required to recognize ordinary income equal to
the lesser of (i) the difference between the fair market value of the Common
Stock on the date of the grant of the Purchase Right and the exercise price of
the Purchase Right or (ii) the difference between the amount realized on the
disposition of the stock and the exercise price of the Purchase Right. Any
additional gain or loss recognized on the disposition of the stock will be
short-term or long-term capital gain or loss.

With respect to the tax consequences for the Corporation from the Plan, the
Corporation may not deduct the difference between the fair market value of
Common Stock purchased under the Plan and the Purchase Right exercise price if
the Purchase Right is executed properly pursuant to Section 423 of the Code as
described above.

THE CORPORATION'S BOARD OF DIRECTORS RECOMMENDS VOTING FOR APPROVAL OF
THE CORPORATION EMPLOYEE STOCK PURCHASE PLAN.

APPOINTMENT OF AUDITOR

On October 28, 2002, the Audit Committee determined and approved the
replacement of KPMG LLP with Crowe Chizek as its independent accountant for
2003. KPMG LLP's services terminated at the completion of its audit and issuance
of its related report on the Corporation's financial statements filed on Form
10-K for the year ended December 31, 2002. The change in the Corporation's
independent accountant 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.

The Audit Committee will recommend to the Board of Directors that Crowe
Chizek be reappointed as the Corporation's independent auditor for 2004.
Representatives of Crowe Chizek 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 2005 ANNUAL MEETING

It is presently contemplated that the 2005 Annual Meeting of the
Shareholders will be held on or about May 10, 2005. In order for any shareholder
proposal to be included in the proxy material of the Corporation for the 2005
Annual Meeting of Shareholders, the Secretary of the Corporation must receive it
no later than December 1, 2004. It is urged that any proposals be sent by
certified mail, return receipt requested.

Shareholders' proxies to be solicited by the Corporation in connection with
its 2005 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 2005 meeting is provided to the
Corporation no later than February 17, 2005.

GENERAL

SHAREHOLDERS' PARTICIPATION IN THE 2004 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, 2004

APPENDIX A

EMPLOYEE STOCK PURCHASE PLAN
FARMERS CAPITAL BANK CORPORATION
2004 EMPLOYEE STOCK PURCHASE PLAN

ADOPTED BY THE BOARD OF DIRECTORS JANUARY 26, 2004

1. PURPOSE.

(a) The purpose of the Plan is to provide a means by which Employees of
the Corporation and certain designated Related Corporations may be
given an opportunity to purchase shares of the Common Stock of the
Corporation.

(b) The Corporation, by means of the Plan, seeks to retain the services of
such Employees, to secure and retain the services of new Employees and
to provide incentives for such persons to exert maximum efforts for
the success of the Corporation and its Related Corporations.

(c) The Corporation intends that the Purchase Rights granted under the
Plan be considered options issued under an Employee Stock Purchase
Plan.

2. DEFINITIONS.

(a) "Board" means the Board of Directors of the Corporation.

(b) "Code" means the Internal Revenue Code of 1986, as amended.

(d) "Common Stock" means the common stock, $.125 per share par value, of
the Corporation.

(e) "Corporation" means Farmers Capital Bank Corporation, a Kentucky
corporation.

(f) "Corporate Transaction" means the occurrence, in a single transaction
or in a series of related transactions, of any one or more of the
events:

(i) a sale, lease, license or other disposition of all or
substantially all of the consolidated assets of the Company;

(ii) a sale or other disposition of at least ninety percent (90%) of
the outstanding securities of the Company;

(iii)a merger, consolidation or similar transaction following which
the Company is not the surviving corporation; or

(iv) a merger, consolidation or similar transaction following which
the Company is the surviving corporation but the shares of Common
Stock outstanding immediately preceding the merger, consolidation
or similar transaction are converted or exchanged by virtue of
the merger, consolidation or similar transaction into other
property, whether in the form of securities, cash or otherwise.

(g) "Director" means a member of the Board.

(h) "Eligible Employee" means an Employee who meets the requirements set
forth in the Offering for eligibility to participate in the Offering,
provided that such Employee also meets the requirements for
eligibility to participate set forth in the Plan.

(i) "Employee" means any person, including Officers and Directors, who is
employed for purposes of Section 423(b)(4) of the Code by the
Corporation or a Related Corporation. Neither service as a Director
nor payment of a director's fee shall be sufficient to make an
individual an Employee of the Corporation or a Related Corporation.

(j) "Employee Stock Purchase Plan" means a plan that grants Purchase
Rights intended to be options issued under an "employee stock purchase
plan," as that term is defined in Section 423(b) of the Code.

(k) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(l) "Fair Market Value" means the value of a security, as determined in
good faith by the Board. If the security is listed on any established
stock exchange or traded on the NASDAQ National Market or the NASDAQ
SmallCap Market, the Fair Market Value of the security, unless
otherwise determined by the Board, shall be the closing sales price
(rounded up where necessary to the nearest whole cent) for such
security (or the closing bid, if no sales were reported) as quoted on
such exchange or market (or the exchange or market with the greatest
volume of trading in the relevant security of the Corporation) on the
Trading Day prior to the relevant determination date, as reported in
The Wall Street Journal or such other source as the Board deems
reliable.

(m) "Offering" means the grant of Purchase Rights to purchase shares of
Common Stock under the Plan to Eligible Employees.

(n) "Offering Date" means a date selected by the Board for an Offering to
commence.

(o) "Officer" means a person who is an officer of the Corporation within
the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

(p) "Participant" means an Eligible Employee who holds an outstanding
Purchase Right granted pursuant to the Plan.

(q) "Plan" means this Farmers Capital Bank Corporation 2004 Employee Stock
Purchase Plan.

(r) "Purchase Date" means one or more dates during an Offering established
by the Board on which Purchase Rights granted under the Plan shall be
exercised and as of which purchases of shares of Common Stock shall be
carried out in accordance with such Offering.

(s) "Purchase Period" means a period of time specified within an Offering
beginning on the Offering Date or on the next day following a Purchase
Date within an Offering and ending on a Purchase Date, at the end of
which there shall be purchased shares of Common Stock on behalf of
Participants. An Offering may consist of one or more Purchase Periods.

(t) "Purchase Right" means an option to purchase shares of Common Stock
granted pursuant to the Plan.

(u) "Related Corporation" means any parent corporation or subsidiary
corporation of the Corporation, whether now or hereafter existing, as
those terms are defined in Sections 424(e) and (f), respectively, of
the Code.

(v) "Securities Act" means the Securities Act of 1933, as amended.

(w) "Trading Day" means any day the exchange(s) or market(s) on which
shares of Common Stock are listed, whether it be any established stock
exchange, the NASDAQ National Market, the NASDAQ SmallCap Market or
otherwise, is open for trading.

3. ADMINISTRATION.

(a) The Board shall administer the Plan unless and until the Board
delegates administration to a Committee, as provided in Section 3(c).
Whether or not the Board has delegated administration, the Board shall
have the final power to determine all questions of policy and
expediency that may arise in the administration of the Plan.

(b) The Board (or the Committee) shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

(i) To determine when and how Purchase Rights to purchase shares of
Common Stock shall be granted and the provisions of each Offering
of such Purchase Rights (which need not be identical);

(ii) To designate from time to time which Related Corporations of the
Corporation shall be eligible to participate in the Plan;

(iii)To construe and interpret the Plan and Purchase Rights granted
under the Plan, and to establish, amend and revoke rules and
regulations for the administration of the Plan. The Board, in the
exercise of this power, may correct any defect, omission or
inconsistency in the Plan, in a manner and to the extent it shall
deem necessary or expedient to make the Plan fully effective;

(iv) To amend the Plan as provided in Section 15; and

(v) Generally, to exercise such powers and to perform such acts as it
deems necessary or expedient to promote the best interests of the
Corporation and its Related Corporations and to carry out the
intent that the Plan be treated as an Employee Stock Purchase
Plan.

(c) The Board may delegate administration of the Plan to a Committee of
the Board composed of one (1) or more members of the Board. If
administration is delegated to a Committee, the Committee shall have,
in connection with the administration of the Plan, the powers
theretofore possessed by the Board, subject, however, to such
resolutions, not inconsistent with the provisions of the Plan, as may
be adopted from time to time by the Board. The Board may abolish the
Committee at any time and revest in the Board the administration of
the Plan. If administration is delegated to a Committee, references to
the Board in this Plan and in the Offering document shall thereafter
be deemed to be to the Board or the Committee, as the case may be.

4. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

(a) Subject to the provisions of Section 14 relating to adjustments upon
changes in stock, the shares of Common Stock that may be sold pursuant
to Purchase Rights granted under the Plan shall not exceed in the
aggregate fifty thousand (50,000) shares of Common Stock, plus an
annual increase to be added on the first day of each calendar year,
commencing on January 1, 2006 and ending on (and including) January 1,
2014, equal to the lesser of (i) one percent (1%) of the shares of
Common Stock outstanding on each January 1 (rounded down to the
nearest whole share and calculated on a fully diluted basis, [i.e.
assuming the exercise of all outstanding stock options and warrants to
purchase shares of Common Stock]); (ii) twenty thousand (20,000)
shares of Common Stock]; or (iii) such number of shares of Common
Stock as determined by the Board, which number shall be less than the
number resulting under either (i) or (ii). If any Purchase Right
granted under the Plan shall for any reason terminate without having
been exercised, the shares not purchased under such Purchase Right
shall again become available for issuance under the Plan.

(b) The shares of Common Stock subject to the Plan may be unissued shares
or shares that have been bought on the open market at prevailing
market prices or otherwise.

5. GRANT OF PURCHASE RIGHTS; OFFERING.

(a) The Board may from time to time grant or provide for the grant of
Purchase Rights to purchase shares of Common Stock under the Plan to
Eligible Employees in an Offering (consisting of one or more Purchase
Periods) on an Offering Date or Offering Dates selected by the Board.
Each Offering shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate, which shall comply
with the requirement of Section 423(b)(5) of the Code that all
Employees granted Purchase Rights to purchase shares of Common Stock
under the Plan shall have the same rights and privileges. The terms
and conditions of an Offering shall be incorporated by reference into
the Plan and treated as part of the Plan. The provisions of separate
Offerings need not be identical, but each Offering shall include
(through incorporation of the provisions of this Plan by reference in
the document comprising the Offering or otherwise) the period during
which the Offering shall be effective, which period shall not exceed
twenty-seven (27) months beginning with the Offering Date, and the
substance of the provisions contained in Sections 6 through 9,
inclusive.

(b) If a Participant has more than one Purchase Right outstanding under
the Plan, unless he or she otherwise indicates in agreements or
notices delivered hereunder: (i) each agreement or notice delivered by
that Participant shall be deemed to apply to all of his or her
Purchase Rights under the Plan, and (ii) a Purchase Right with a lower
exercise price (or an earlier-granted Purchase Right, if different
Purchase Rights have identical exercise prices) shall be exercised to
the fullest possible extent before a Purchase Right with a higher
exercise price (or a later-granted Purchase Right, if different
Purchase Rights have identical exercise prices) shall be exercised.

6. ELIGIBILITY.

(a) Purchase Rights may be granted only to Employees of the Corporation
or, as the Board may designate as provided in Section 3(b), to
Employees of a Related Corporation. Except as provided in Section
6(b), an Employee shall not be eligible to be granted Purchase Rights
under the Plan unless, on the Offering Date, such Employee has been in
the employ of the Corporation or the Related Corporation, as the case
may be, for such continuous period preceding such Offering Date as the
Board may require, but in no event shall the required period of
continuous employment be greater than two (2) years. In addition, the
Board may provide that no Employee shall be eligible to be granted
Purchase Rights under the Plan unless, on the Offering Date, such
Employee's customary employment with the Corporation or the Related
Corporation is more than twenty (20) hours per week and more than five
(5) months per calendar year.

(b) The Board may provide that each person who, during the course of an
Offering, first becomes an Eligible Employee shall, on a date or dates
specified in the Offering which coincides with the day on which such
person becomes an Eligible Employee or which occurs thereafter,
receive a Purchase Right under that Offering, which Purchase Right
shall thereafter be deemed to be a part of that Offering. Such
Purchase Right shall have the same characteristics as any Purchase
Rights originally granted under that Offering, as described herein,
except that:

(i) the date on which such Purchase Right is granted shall be the
"Offering Date" of such Purchase Right for all purposes,
including determination of the exercise price of such Purchase
Right;

(ii) the period of the Offering with respect to such Purchase Right
shall begin on its Offering Date and end coincident with the end
of such Offering; and

(iii)the Board may provide that if such person first becomes an
Eligible Employee within a specified period of time before the
end of the Offering, he or she shall not receive any Purchase
Right under that Offering.

(c) No Employee shall be eligible for the grant of any Purchase Rights
under the Plan if, immediately after any such Purchase Rights are
granted, such Employee owns stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of
the Corporation or of any Related Corporation. For purposes of this
Section 6(c), the rules of Section 424(d) of the Code shall apply in
determining the stock ownership of any Employee, and stock which such
Employee may purchase under all outstanding Purchase Rights and
options shall be treated as stock owned by such Employee.

(d) As specified by Section 423(b)(8) of the Code, an Eligible Employee
may be granted Purchase Rights under the Plan only if such Purchase
Rights, together with any other rights granted under all Employee
Stock Purchase Plans of the Corporation and any Related Corporations,
do not permit such Eligible Employee's rights to purchase stock of the
Corporation or any Related Corporation to accrue at a rate which
exceeds twenty five thousand dollars ($25,000) of Fair Market Value of
such stock (determined at the time such rights are granted and which,
with respect to the Plan, shall be determined as of their respective
Offering Dates) for each calendar year in which such rights are
outstanding at any time.

(e) Officers of the Corporation and any designated Related Corporation, if
they are otherwise Eligible Employees, shall be eligible to
participate in Offerings under the Plan. Notwithstanding the
foregoing, the Board may provide in an Offering that Employees who are
highly compensated Employees within the meaning of Section
423(b)(4)(D) of the Code shall not be eligible to participate.

7. PURCHASE RIGHTS; PURCHASE PRICE.

(a) On each Offering Date, each Eligible Employee, pursuant to an Offering
made under the Plan, shall be granted a Purchase Right to purchase up
to that number of shares of Common Stock purchasable either with a
percentage or with a maximum dollar amount, as designated by the
Board, but in either case not exceeding fifteen percent (15%) of such
Employee's Earnings (as defined by the Board in each Offering) during
the period that begins on the Offering Date (or such later date as the
Board determines for a particular Offering) and ends on the date
stated in the Offering, which date shall be no later than the end of
the Offering.

(b) The Board shall establish one (1) or more Purchase Dates during an
Offering as of which Purchase Rights granted under the Plan and
pursuant to that Offering shall be exercised and purchases of shares
of Common Stock shall be carried out in accordance with such Offering.

(c) In connection with each Offering made under the Plan, the Board shall
specify a maximum number of shares of Common Stock that may be
purchased by any Participant on any Purchase Date during such
Offering. In connection with each Offering made under the Plan, the
Board may specify a maximum aggregate number of shares of Common Stock
that may be purchased by all Participants pursuant to such Offering.
In addition, in connection with each Offering that contains more than
one Purchase Date, the Board may specify a maximum aggregate number of
shares of Common Stock that may be purchased by all Participants on
any given Purchase Date under the Offering. If the aggregate purchase
of shares of Common Stock issuable upon exercise of Purchase Rights
granted under the Offering would exceed any such maximum aggregate
number, then, in the absence of any Board action otherwise, a pro rata
allocation of the shares of Common Stock available shall be made in as
nearly a uniform manner as shall be practicable and equitable.

(d) The purchase price of shares of Common Stock acquired pursuant to
Purchase Rights granted under the Plan shall be not less than the
lesser of:

(i) an amount equal to eighty-five percent (85%) of the Fair Market
Value of the shares of Common Stock on the Offering Date; or

(ii) an amount equal to eighty-five percent (85%) of the Fair Market
Value of the shares of Common Stock on the applicable Purchase
Date.

8. PARTICIPATION; WITHDRAWAL; TERMINATION.

(a) An Eligible Employee may become a Participant in the Plan pursuant to
an Offering by delivering a participation agreement to the Corporation
within the time specified in the Offering, in such form as the
Corporation may provide. Each such agreement shall authorize payroll
deductions of up to the maximum percentage specified by the Board of
such Participant's Earnings (as defined in each Offering) during the
Offering. The payroll deductions made for each Participant shall be
credited to a bookkeeping account for such Participant under the Plan
and shall be deposited with the general funds of the Corporation. To
the extent provided in the Offering, a Participant may reduce
(including to zero) or increase such payroll deductions. To the extent
provided in the Offering, a Participant may begin such payroll
deductions after the beginning of the Offering. A Participant may make
additional payments into his or her account only if specifically
provided for in the Offering and only if the Participant has not
already had the maximum permitted amount withheld during the Offering.

(b) At any time during an Offering, a Participant may terminate his or her
payroll deductions under the Plan and withdraw from the Offering by
delivering to the Corporation a notice of withdrawal in such form as
the Corporation may provide. Such withdrawal may be elected at any
time prior to the end of the Offering, except as provided in the
Offering. Upon such withdrawal from the Offering by a Participant, the
Corporation shall distribute to such Participant all of his or her
accumulated payroll deductions (reduced to the extent, if any, such
deductions have been used to acquire shares of Common Stock for the
Participant) under the Offering, without interest (unless otherwise
specified in the Offering), and such Participant's interest in that
Offering shall be automatically terminated. A Participant's withdrawal
from an Offering shall have no effect upon such Participant's
eligibility to participate in any other Offerings under the Plan, but
such Participant shall be required to deliver a new participation
agreement in order to participate in subsequent Offerings under the
Plan.

(c) Purchase Rights granted pursuant to any Offering under the Plan shall
terminate immediately upon a Participant ceasing to be an Employee for
any reason or for no reason (subject to any post-employment
participation period required by law) or other lack of eligibility.
The Corporation shall distribute to such terminated or otherwise
ineligible Employee all of his or her accumulated payroll deductions
(reduced to the extent, if any, such deductions have been used to
acquire shares of Common Stock for the terminated or otherwise
ineligible Employee) under the Offering, without interest (unless
otherwise specified in the Offering).

(d) Purchase Rights granted under the Plan shall not be transferable by a
Participant otherwise than by will or the laws of descent and
distribution, or by a beneficiary designation as provided in Section
13 and, during a Participant's lifetime, shall be exercisable only by
such Participant.

9. EXERCISE.

(a) On each Purchase Date during an Offering, each Participant's
accumulated payroll deductions and other additional payments
specifically provided for in the Offering (without any increase for
interest) shall be applied to the purchase of shares of Common Stock
up to the maximum number of shares of Common Stock permitted pursuant
to the terms of the Plan and the applicable Offering, at the purchase
price specified in the Offering. Fractional shares may (in the
discretion of the Corporation) be issued upon the exercise of Purchase
Rights granted under the Plan.

(b) If any amount of accumulated payroll deductions remains in a
Participant's account after the purchase of shares of Common Stock and
such remaining amount is less than the amount required to purchase one
share of Common Stock on the final Purchase Date of an Offering, then
such remaining amount shall be held in each such Participant's account
for the purchase of shares of Common Stock under the next Offering
under the Plan, unless such Participant withdraws from such next
Offering, as provided in Section 8(b), or is not eligible to
participate in such Offering, as provided in Section 6, in which case
such amount shall be distributed to the Participant after said final
Purchase Date, without interest (unless otherwise specified in the
Offering). If any amount of accumulated payroll deductions remains in
a Participant's account after the purchase of shares of Common Stock
and such remaining amount is equal to the amount required to purchase
one (1) or more whole shares of Common Stock on the final Purchase
Date of the Offering, then such remaining amount shall be distributed
in full to the Participant at the end of the Offering without interest
(unless otherwise specified in the Offering).

(c) No Purchase Rights granted under the Plan may be exercised to any
extent unless the shares of Common Stock to be issued upon such
exercise under the Plan are covered by an effective registration
statement pursuant to the Securities Act and the Plan is in material
compliance with all applicable federal, state, foreign and other
securities and other laws applicable to the Plan. If on a Purchase
Date during any Offering hereunder the shares of Common Stock are not
so registered or the Plan is not in such compliance, no Purchase
Rights granted under the Plan or any Offering shall be exercised on
such Purchase Date, and the Purchase Date shall be delayed until the
shares of Common Stock are subject to such an effective registration
statement and the Plan is in such compliance, except that the Purchase
Date shall not be delayed more than twelve (12) months and the
Purchase Date shall in no event be more than twenty-seven (27) months
from the Offering Date. If, on the Purchase Date under any Offering
hereunder, as delayed to the maximum extent permissible, the shares of
Common Stock are not registered and the Plan is not in such
compliance, no Purchase Rights granted under the Plan or any Offering
shall be exercised and all payroll deductions accumulated during the
Offering (reduced to the extent, if any, such deductions have been
used to acquire shares of Common Stock) shall be distributed to the
Participants, without interest (unless otherwise specified in the
Offering).

10. COVENANTS OF THE CORPORATION.

(a) During the terms of the Purchase Rights granted under the Plan, the
Corporation shall ensure that the amount of shares of Common Stock
required to satisfy such Purchase Rights are available.

(b) The Corporation shall seek to obtain from each federal, state, foreign
or other regulatory commission or agency having jurisdiction over the
Plan such authority as may be required to issue and sell shares of
Common Stock upon exercise of the Purchase Rights granted under the
Plan. If, after reasonable efforts, the Corporation is unable to
obtain from any such regulatory commission or agency the authority
that counsel for the Corporation deems necessary for the lawful
issuance and sale of shares of Common Stock under the Plan, the
Corporation shall be relieved from any liability for failure to issue
and sell shares of Common Stock upon exercise of such Purchase Rights
unless and until such authority is obtained.

11. USE OF PROCEEDS FROM SHARES OF COMMON STOCK.

Proceeds from the sale of shares of Common Stock pursuant to Purchase
Rights granted under the Plan shall constitute general funds of the
Corporation.

12. RIGHTS AS A STOCKHOLDER.

A Participant shall not be deemed to be the holder of, or to have any of
the rights of a holder with respect to, shares of Common Stock subject to
Purchase Rights granted under the Plan unless and until the Participant's
shares of Common Stock acquired upon exercise of Purchase Rights granted
under the Plan are recorded in the books of the Corporation (or its
transfer agent).

13. DESIGNATION OF BENEFICIARY.

(a) A Participant may file a written designation of a beneficiary who is
to receive any shares of Common Stock and/or cash, if any, from the
Participant's account under the Plan in the event of such
Participant's death subsequent to the end of an Offering but prior to
delivery to the Participant of such shares of Common Stock or cash. In
addition, a Participant may file a written designation of a
beneficiary who is to receive any cash from the Participant's account
under the Plan in the event of such Participant's death during an
Offering.

(b) The Participant may change such designation of beneficiary at any time
by written notice. In the event of the death of a Participant and in
the absence of a beneficiary validly designated under the Plan who is
living at the time of such Participant's death, the Corporation shall
deliver such shares of Common Stock and/or cash to the executor or
administrator of the estate of the Participant, or if no such executor
or administrator has been appointed (to the knowledge of the
Corporation), the Corporation, in its sole discretion, may deliver
such shares of Common Stock and/or cash to the spouse or to any one or
more dependents or relatives of the Participant, or if no spouse,
dependent or relative is known to the Corporation, then to such other
person as the Corporation may designate.

14. ADJUSTMENTS UPON CHANGES IN SECURITIES; CORPORATE TRANSACTIONS.

(a) If any change is made in the shares of Common Stock subject to the
Plan, or subject to any Purchase Right, without the receipt of
consideration by the Corporation (through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend,
dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in
corporate structure or other transaction not involving the receipt of
consideration by the Corporation), the Plan shall be appropriately
adjusted in the type(s), class(es) and maximum number of shares of
Common Stock subject to the Plan pursuant to Section 4(a), and the
outstanding Purchase Rights granted under the Plan shall be
appropriately adjusted in the type(s), class(es), number of shares and
purchase limits of such outstanding Purchase Rights. The Board shall
make such adjustments, and its determination shall be final, binding
and conclusive. (The conversion of any convertible securities of the
Corporation shall not be treated as a "transaction not involving the
receipt of consideration by the Corporation.")

(b) In the event of a Corporate Transaction, then: (i) any surviving or
acquiring corporation may continue or assume Purchase Rights
outstanding under the Plan or may substitute similar rights (including
a right to acquire the same consideration paid to stockholders in the
Corporate Transaction) for those outstanding under the Plan, or (ii)
if any surviving or acquiring corporation does not assume such
Purchase Rights or does not substitute similar rights for Purchase
Rights outstanding under the Plan, then the Participants' accumulated
payroll deductions (exclusive of any accumulated interest that cannot
be applied toward the purchase of shares of Common Stock under the
terms of the Offering) shall be used to purchase shares of Common
Stock immediately prior to the Corporate Transaction under the ongoing
Offering, and the Participants' Purchase Rights under the ongoing
Offering shall terminate immediately after such purchase.

15. AMENDMENT OF THE PLAN.

(a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 14 relating to adjustments upon
changes in securities and except as to amendments solely to benefit
the administration of the Plan, to take account of a change in
legislation or to obtain or maintain favorable tax, exchange control
or regulatory treatment for Participants or the Corporation or any
Related Corporation, no amendment shall be effective unless approved
by the stockholders of the Corporation to the extent stockholder
approval is necessary for the Plan to satisfy the requirements of
Section 423 of the Code, or other applicable laws or regulations.

(b) It is expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide Employees
with the maximum benefits provided or to be provided under the
provisions of the Code and the regulations promulgated thereunder
relating to Employee Stock Purchase Plans and/or to bring the Plan
and/or Purchase Rights granted under the Plan into compliance
therewith.

(c) The rights and obligations under any Purchase Rights granted before
amendment of the Plan shall not be impaired by any amendment of the
Plan except (i) with the consent of the person to whom such Purchase
Rights were granted, (ii) as necessary to comply with any laws or
governmental regulations, or (iii) as necessary to ensure that the
Plan and/or Purchase Rights granted under the Plan comply with the
requirements of Section 423 of the Code.

16. TERMINATION OR SUSPENSION OF THE PLAN.

(a) The Board in its discretion may suspend or terminate the Plan at any
time. Unless sooner terminated, the Plan shall terminate at the time
that all of the shares of Common Stock reserved for issuance under the
Plan, as increased and/or adjusted from time to time, have been issued
under the terms of the Plan. No Purchase Rights may be granted under
the Plan while the Plan is suspended or after it is terminated.

(b) Any benefits, privileges, entitlements and obligations under any
Purchase Rights granted under the Plan while the Plan is in effect
shall not be impaired by suspension or termination of the Plan except
(i) as expressly provided in the Plan or with the consent of the
person to whom such Purchase Rights were granted, (ii) as necessary to
comply with any laws, regulations, or listing requirements, or (iii)
as necessary to ensure that the Plan and/or Purchase Rights granted
under the Plan comply with the requirements of Section 423 of the
Code.

17. EFFECTIVE DATE OF PLAN.

The Plan shall become effective as determined by the Board, but no Purchase
Rights granted under the Plan shall be exercised unless and until the Plan
has been approved by the stockholders of the Corporation within twelve (12)
months before or after the date the Plan is adopted by the Board.

18. MISCELLANEOUS PROVISIONS.

(a) The Plan and Offering do not constitute an employment contract.
Nothing in the Plan or in the Offering shall in any way alter the at
will nature of a Participant's employment or be deemed to create in
any way whatsoever any obligation on the part of any Participant to
continue in the employ of the Corporation or a Related Corporation, or
on the part of the Corporation or a Related Corporation to continue
the employment of a Participant.

(b) The provisions of the Plan shall be governed by the laws of the
Commonwealth of Kentucky without reference to its rules respecting
choice of law or conflicts of law.

FARMERS CAPITAL
BANK CORPORATION

NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT

ANNUAL MEETING OF
SHAREHOLDERS
MAY 11, 2004

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, 2004 for the Annual
Meeting of Shareholders to be held May 11, 2004.

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 11, 2004, 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) Lloyd C.
Hillard, Jr., 2) Harold G. Mays, 3) Robert Roach, Jr., 4) Cecil D.
Bell, Jr.;

2. Approval of the Corporation's 2004 Employee Stock Purchase Plan; and

3. 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) and FOR the proposal referred to in Item 2.

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

[] FOR THE PROPOSAL
[] AGAINST THE PROPOSAL
[] ABSTAIN

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 2004
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Signature of Shareholder(s)