**Exhibit 3**

 

**Amended and Restated Articles of Incorporation**

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|   | **0262105.09**                | **sbates** |
|--------|-------------------------------|------------|
|   | **Trey Grayson**              | **PARI**   |
|   | **Secretary of State**        |
|   | **Received and Filed**        |
|   | **05/25/2004  1:00:14 PM**    |
|   | **Fee Receipt:  $80.00** |

 

**ARTICLES OF AMENDMENT AND RESTATEMENTTO THEARTICLES OF INCORPORATIONOFFIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY**

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**1.**                                       The current name of the corporation is First FederalFinancial Corporation of Kentucky (the “Corporation”).

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2.                                       Pursuant to KRS271B.10-020, 271B.10-030 and 271B.10-070, these Articles of Amendment andRestatement amend the Corporation’s Articles of Incorporation as follows:

 

(a)                                  Article I hasbeen amended to change the Corporation’s name.

(b)                                 Articles II, III andVI have been deleted.

(c)                                  Articles IV and Vhave been renumbered as Articles II and XVII, respectively, with no otherchanges.

(d)                                 ArticlesVII through XX have been renumbered as Articles III through XVI, with no otherchanges except those necessary in the cross references to reflect therenumbering of the Articles.

 

3.                                       Thetext of the Articles of Incorporation, as amended and restated, is as follows:

 

**AMENDED AND RESTATEDARTICLES OF INCORPORATIONOFFIRST FINANCIAL SERVICE CORPORATION**

 

**ARTICLE I**

 

**Name**

 

The name of the corporation is First Financial Service Corporation(herein the “Corporation”).

 

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# **ARTICLE II**

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# **Powers**

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The purpose for which theCorporation is organized is to act as a savings and loan holding company and totransact all other lawful business for which corporations may be incorporatedpursuant to the laws of the Commonwealth of Kentucky.  The Corporation shall have all the powers of a corporationorganized under the laws of the Commonwealth of Kentucky.

 

# **ARTICLE III**

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# **Capital Stock**

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The aggregate number of sharesof all classes of capital stock which the Corporation has authority to issue is15,000,000, of which 10,000,000 are to be shares of common stock $1,00 parvalue per share, and of which 5,000,000 are to be shares of serial preferredstock, $1,000 par value per share.  Theshares may be issued by the Corporation from time to time as approved by theboard of directors of the Corporation without the approval of the shareholdersexcept as otherwise provided in this Article III or the rules of anational securities exchange, if applicable. The consideration for the issuance of the shares shall be paid to orreceived by the Corporation in full before their issuance and shall not be lessthan the par value per share.  Theconsideration for the issuance of the shares shall be cash, services rendered,personal property (tangible or intangible), real property, leases of realproperty or any combination of the foregoing. Prior to the issuance of shares by the Corporation, the board ofdirectors shall determine that the consideration received or to be received forshares is adequate.  In the absence ofactual fraud in the transaction, the judgment of the board of directors as tothe value of such consideration shall be conclusive.  Upon payment of  suchconsideration such shares shall be deemed to be fully paid andnon-assessable.  In the case of a stockdividend, the part of the surplus of the Corporation which is transferred tostated capital upon the issuance of shares as a stock dividend shall be deemedto be the consideration for their issuance.

 

A description of the different classes and series (if any) of theCorporation’s capital stock, and a statement of the relative powers,designations, preferences and rights of the shares of each class and series (ifany) of capital stock, and the qualifications, limitations or restrictionsthereof, are as follows:

 

A.                                   CommonStock.  Except as provided in theseArticles, the holders of the common stock shall exclusively posses all votingpower.  Each holder of shares of commonstock shall be entitled to one vote for each share held by such holder.

 

Whenever there shall have been paid, or declared and set aside forpayment, to the holders of the outstanding shares of any class of stock havingpreference over the common stock as to the payment of dividends, the fullamount of dividends and sinking fund or retirement fund

 

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or other retirement payments, if any, to which such holders arerespectively entitled in preference to the common stock, then dividends may bepaid on the common stock, and on any class or series of stock entitled toparticipate therewith as to dividends, out of any assets legally available forthe payment of dividends, but only when as declared by the board of directorsof the Corporation.

 

In the event of any liquidation, dissolution or winding up of theCorporation, after there shall have been paid, or declared and set aside forpayment, to the holders of the outstanding shares of any class havingpreference over the common stock in any such event, the full preferential amountsto which they are respectively entitled, the holders of the common stock and ofany class or series of stock entitled to participate therewith, in whole or inpart, as to distribution of assets shall be entitled, after payment orprovision for payment of all debts and liabilities of the Corporation, toreceive the remaining assets of the Corporation available for distribution, incash or in kind.

 

Each share of common stock shall have the same relative powers,preferences and rights as, and shall be identical in all respects to, all theother shares of common stock of the Corporation.

 

B.                                     SerialPreferred Stock.   Except asprovided in these Articles, the board of directors of the Corporation isauthorized, by resolution or resolutions from time to time adopted, to providefor the issuance of serial preferred stock in series and to fix and state thepowers, designations, preferences and relative, participating, optional orother special rights of the shares of each such series, and the qualifications,limitations or restrictions thereof, including, but not limited todetermination of any of the following:

 

1.                                       thedistinctive serial designation and the number of shares constituting suchseries;

 

2.                                       thedividend rates or the amount of dividends to be paid on the shares of suchseries, whether dividends shall be cumulative and, if so, from which date ordates, the payment date or dates for dividends, and the participating or otherspecial rights, if any, with respect to dividends;

 

3.                                       thevoting powers, full or limited, if any, of the shares of such series;

 

4.                                       whetherthe shares of such series shall be redeemable and, if so, the price or pricesat which, and the terms and conditions upon which such shares may be redeemed;

 

5.                                       theamount or amounts payable upon the shares of such series in the event ofvoluntary or involuntary liquidation, dissolution or winding up of theCorporation;

 

6.                                       whetherthe shares of such series shall be entitled to the benefits of a sinking orretirement fund to be applied to the purchase or redemption of such shares,and, if so entitled, the amount of such fund and the manner of its application,including the price or prices at which such shares may be redeemed or purchasedthrough the application of such funds;

 

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7.                                       whetherthe shares of such series shall be convertible into, or exchangeable for,shares of any other class or classes or any other series of the same or anyother class or classes of stock of the Corporation and, if so convertible orexchangeable, the conversion price or prices, or the rate or rates of exchange,and the adjustments thereof, if any, at which such conversion or exchange maybe made, and nay other terms and conditions of such conversion or exchange;

 

8.                                       thesubscription or purchase price and form of consideration for which the sharesof such series shall be issued; and

 

9.                                       whetherthe shares of such series which are redeemed or converted shall have the statusof authorized but unissued shares of serial preferred stock and whether suchshares may be reissued as shares of the same or any other series of serialpreferred stock.

 

Each share of each series of serial preferred stock shall have the samerelative powers, preferences and rights as, and shall be identical in allrespects with, all the other shares of the Corporation of the same series.

 

C.                                     JuniorParticipating Deferred Stock.

 

1.                                       Designation.  The designation of the series of thePreferred Stock created by the Board of Directors shall be “2003A Junior ParticipatingPreferred Stock” (hereinafter called this “Series”) and the number of sharesconstituting this Series is one-hundred thousand (100,000).

 

2.                                       Dividends.

 

(A)                              Subjectto the prior and superior rights of the holders of any shares of any series ofPreferred Stock ranking prior and superior to the shares of this Series withrespect to dividends, the holders of shares of this Series shall be entitled toreceive, when and as declared by the Board of Directors out of funds legallyavailable for the purpose, quarterly dividends payable in cash onMarch 31, June 30, September 30 and December 31 of eachyear (each such date being referred to herein as a “Quarterly Dividend PaymentDate”), commencing on the first Quarterly Dividend Payment Date after the firstissuance of a share or fraction of a share of this Series, in an amount pershare (rounded to the nearest cent) equal to the greater of (A) $1.00 or (B)subject to the provision for adjustment hereinafter set forth, 100 times theaggregate per share amount of all cash dividends, and 100 times the aggregateper share amount (payable in kind) of all non-cash dividends or otherdistributions other than a dividend payable in shares of Common Stock or asubdivision of the outstanding shares of Common Stock (by reclassification orotherwise), declared on the Common Stock of the Corporation since theimmediately preceding Quarterly Dividend Payment Date, or, with respect to thefirst Quarterly Dividend Payment Date, since the first issuance of any share orfraction of a share of this Series.  Ifthe Corporation shall at any time on or after April 15, 2003 (the “RightsDeclaration Date”) (i) declare any dividend on Common Stock payable in sharesof Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combinethe outstanding Common Stock into a smaller

 

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number of shares, then in each such case the amount to which holders ofshares of this Series were entitled immediately before such event under clause(B) of the preceding sentence shall be adjusted by multiplying such amount by afraction the numerator of which is the number of shares of Common Stockoutstanding immediately after such event and the denominator of which is thenumber of shares of Common Stock that were outstanding immediately before suchevent (the “Adjustment Ratio”).

 

(B)                                TheCorporation shall declare a dividend or distribution on this Series as providedin clause (A) of the preceding paragraph (1) immediately after it declares adividend or distribution on the Common Stock (other than a dividend payable inshares of Common Stock); provided that, in the event no dividend ordistribution shall have been declared on the Common Stock during the periodbetween any Quarterly Dividend Payment Date and the next subsequent QuarterlyDividend Payment Date, a dividend of $1.00 per share on this Series shallnevertheless be payable on such subsequent Quarterly Dividend Payment Date.

 

(C)                                Dividendsshall begin to accrue and be cumulative on outstanding shares of this Seriesfrom the Quarterly Dividend Payment Date next preceding the date of issue ofsuch shares of this Series unless the date of issue of such shares is beforethe record date for the first Quarterly Dividend Payment Date, in which casedividends on such shares shall begin to accrue from the date of issue of suchshares, or unless the date of issue is a Quarterly Dividend Payment Date or isa date after the record date for the determination of holders of shares of thisSeries entitled to receive a quarterly dividend and before such QuarterlyDividend Payment Date, in either of which events such dividends shall begin toaccrue and be cumulative from such Quarterly Dividend Payment Date. Accrued butunpaid dividends shall not bear interest. Dividends paid on the shares of this Series in an amount less than thetotal amount of such dividends at the time accrued and payable on such sharesshall be allocated pro rata on a share-by-share basis among all such shares atthe time outstanding.  The Board ofDirectors may fix a record date for the determination of holders of shares ofthis Series entitled to receive payment of a dividend or distribution declaredthereon, which record date shall be no more than 30 days before the date fixedfor the payment thereof.

 

(D)                               Nofull dividends shall be declared or paid or set apart for payment on thePreferred Stock of any series ranking, as to dividends, on a parity with orjunior to this Series for any period unless full cumulative dividends have beenor contemporaneously are declared and a sum sufficient for the payment thereofset apart for such payment on this Series for all dividend payment periodsterminating on or prior to the date of payment of such full cumulativedividends.  When dividends are not paidin full, as aforesaid, upon the shares of this Series and any other PreferredStock ranking on a parity as to dividends with this Series, all dividendsdeclared upon shares of this Series and any other Preferred Stock ranking on aparity as to dividends with this Series shall be declared pro rata so that theamount of dividends declared per share on this Series and such other PreferredStock shall in all cases bear to each other the same ratio that accrueddividends per share on the shares of this Series and such other Preferred Stockbear to each other.  Holders of sharesof this Series shall not be entitled to any dividends, whether payable in cash,property or stock, in excess of full cumulative dividends, as herein provided,on this Series. No interest, or sum of money in lieu of interest, shall bepayable in respect of any dividend payment or payments on this Series that maybe in arrears.

 

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(E)                                 Solong as any shares of this Series are outstanding, no dividend (other than adividend in Common Stock or in any other stock ranking junior to this Series asto dividends and upon liquidation and other than as provided insubsection C.2.(D) shall be declared or paid or set aside for payment orother distribution declared or made upon the Common Stock or upon any otherstock ranking junior to or on a parity with this Series as to dividends or uponliquidation, nor shall any Common Stock or any other stock of the Corporationranking junior to or on a parity with this Series as to dividends or uponliquidation be redeemed, purchased or otherwise acquired for any consideration(or any moneys be paid to or made available for a sinking fund for theredemption of any shares of any such stock) by the Corporation (except byconversion into or exchange for stock of the Corporation ranking junior to thisSeries as to dividends and upon liquidation) unless, in each case, the fullcumulative dividends on all outstanding shares of this Series shall have beenpaid for all past dividend payment periods.

 

3.                                       Conversionor Exchange.  The holders of sharesof this Series shall not have any rights to convert such shares into orexchange such shares for shares of any other class or classes or of any otherseries of any class or classes of capital stock of the Corporation.

 

4.                                       VotingRights.  The holders of shares of aSeries 2003A Junior Participating Preferred Stock shall have the followingvoting rights:

 

(A)                              Eachshare of Series 2003A Junior Participating Preferred Stock shall entitle theholder thereof to a number of votes equal to 100 multiplied by the AdjustmentRatio on all matters submitted to a vote of the stockholders of theCorporation.

 

(B)                                Exceptas required by law or the Corporation’s Articles of Incorporation, holders ofSeries 2003A Junior Participating Preferred Stock shall have no special votingrights and their consent shall not be required (except to the extent they aretitled to vote with holders of Common Stock as set forth herein) for taking anycorporate action.

 

5.  Liquidation Rights.

 

(A)                              Uponthe dissolution, liquidation (voluntary or otherwise), or winding up of theCorporation, the holders of the shares of this Series shall be entitled toreceive out of the assets of the Corporation, before any payment ofdistribution shall be made on the Common Stock, or on any other class of stockranking junior to the Preferred Stock upon liquidation, the amount of $9,000.00per share, plus a sum equal to all dividends (whether or not earned ordeclared) on such shares accrued and unpaid thereon to the date of finaldistribution (the “Liquidation Preference”). Following the payment of the full amount of the Liquidation Preference,no additional distributions shall be made to the holders of shares of thisSeries unless, prior thereto, the holders of shares of Common Stock shall havereceived an amount per share (the “Common Adjustment”) equal to the quotientobtained by dividing (i) the Liquidation Preference by (ii) 100 (asappropriately adjusted as set forth in subsection C.5.(B) below to reflectsuch events as stock splits, stock dividends and recapitalizations with respectto the Common Stock) (such number in clause (ii), the “AdjustmentNumber”).  Following the payment 

 

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of the full amount of the Liquidation Preference and the CommonAdjustment in respect of all outstanding shares of Junior ParticipatingPreferred Stock and Common Stock, respectively, holders of this Series andholders of Common Stock shall receive their ratable and proportionate share ofthe remaining assets to be distributed in the ratio of the Adjustment Number to1 with respect to such Preferred Stock and Common Stock, on a per share basis,respectively.

 

(B)                                Ifthe Corporation shall at any time on or after the Rights Declaration Date(i) declare any dividend on Common Stock payable in shares of CommonStock, (ii) subdivide the outstanding Common Stock, or (iii) combinethe outstanding Common Stock into a smaller number of shares, then in each suchcase the Adjustment Number in effect immediately before such event shall beadjusted by multiplying such Adjustment Number by a fraction the numerator ofwhich is the number of shares of Common Stock outstanding immediately aftersuch event and the denominator of which is the number of shares of Common Stockthat were outstanding immediately before such event.

 

(C)                                Thesale, conveyance, exchange or transfer (for cash, shares of stock, securitiesor other consideration) of all or substantially all the property and assets ofthe Corporation shall be deemed a voluntary dissolution, liquidation or windingup of the Corporation for the purposes of this subsection C.5., but themerger or consolidation of the Corporation into or with another corporation or themerger or consolidation of any other corporation into or with the Corporation,shall not be deemed to be a dissolution, liquidation or winding up, voluntarilyor involuntarily, for the purposes of this subsection C.5.

 

(D)                               Afterthe payment to the holders of the shares of this Series of the fullpreferential amounts provided for in this subsection C.5., the holders ofthis Series as such shall have no right or claim to any of the remaining assetsof the Corporation.

 

(E)                                 Ifthe assets of the Corporation available for distribution to the holders ofshares of this Series upon any dissolution, liquidation or  winding up of the Corporation, whethervoluntary or involuntary, shall be insufficient to pay in full all amounts towhich such holders are entitled pursuant to subsection C.5. (A), no suchdistribution shall be made on account of any shares of any other class orseries of Preferred Stock ranking on a parity with the shares of this Seriesupon such dissolution, liquidation or winding up unless proportionate distributiveamounts shall be paid on account of the shares of this Series, ratably, inproportion to the full distributable amounts for which holders of all suchparity shares are respectively entitled upon such dissolution, liquidation orwinding up.  If, however, there are notsufficient assets available to permit payment in full of the Common Adjustment,then such remaining assets shall be distributed ratably to the holders ofCommon Stock.

 

6.                                       Priority.  For purposes of this resolution, any stockof any class or classes of the Corporation shall be deemed to rank:

 

(A)                              priorto the shares of this Series, either as to dividends or upon liquidation, ifthe holders of such class or classes shall be entitled to the receipt ofdividends or of amounts distributable upon dissolution, liquidation or windingup of the Corporation, as the case may be, in preference or priority to theholders of shares of this Series;

 

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(B)                                ona parity with shares of this Series, either as to dividends or uponliquidation, whether or not the dividend rates, dividend payment dates orredemption or liquidation prices per share or sinking fund provisions, if any,be different from those of this Series, if the holders of such stock shall beentitled to the receipt of dividends or of amounts distributable upondissolution, liquidation or winding up of the Corporation, as the case may be,in proportion to their respective dividend rates or liquidation prices, withoutpreference or priority, one over the other, as between the holders of suchstock and the holders of shares of this Series; and

 

(C)                                juniorto shares of this Series, either as to dividends or upon liquidation, if theholders of shares of this Series shall be entitled to receipt of dividends orof amounts distributable upon dissolution, liquidation or winding up of theCorporation, as the case may be, in preference or priority to the holders ofshares of such class or classes.

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# **ARTICLE IV**

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**Preemptive Rights**

 

No holder of any of the sharesof any class or series of stock or of options, warrants, or other rights topurchase shares of any class or series of stock or of other securities of theCorporation shall have any preemptive right to purchase or subscribe for anyunissued stock of any class or series, or any unissued bonds, certificates ofindebtedness, debentures or other securities convertible into or exchangeablefor stock of any class or series or carrying any right to purchase stock of anyclass or series; but any such unissued stock, bonds, certificates orindebtedness, debentures or other securities convertible into or exchangeablefor stock or carrying any right to purchase stock may be issued pursuant toresolution of the board of directors of the Corporation to such persons, firms,corporations, or associations, whether or not holders thereof, and upon suchterms as may be deemed advisable by the board of directors in the exercise ofits sole discretion.

 

**ARTICLE V**

 

**Repurchase of Shares**

 

The Corporation may from timeto time, pursuant to authorization by the board of directors of the Corporationand without action by the shareholders, purchase or otherwise acquire shares ofany class, bonds, debentures, notes, scrip, warrants, obligations, evidences ofindebtedness, or other securities of the Corporation in such manner upon suchterms, and in such amounts as the board of directors shall determine; subject,however, to such limitations or restrictions, if any, as are contained in theexpress terms of any class of shares of the Corporation outstanding at the timeof the purchase or acquisition in question or as are imposed by law orregulation.

 

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**ARTICLE VI**

 

**Meetings of Shareholders; Cumulative Voting**

 

A.                                   Notwithstandingany other provision of these Articles or the bylaws of the Corporation, noaction required to be taken or which may be taken at any annual or specialmeeting of shareholders of the Corporation may be taken without a meeting, andthe power of shareholders to consent in writing, without a meeting, to thetaking of any action is specifically denied.

 

B.                                     Specialmeetings of the shareholders of the Corporation for any purpose or purposes maybe called at any time by the board of directors of the Corporation, by acommittee of the board of directors which has been duly designated by the boardof directors and whose powers and authorities, as provided in a resolution ofthe board of directors or in the bylaws of the Corporation, include the powerand authority to call such meetings, or upon the written demand of the holdersof at least 80% of all the votes entitled to be case on any issue proposed tobe considered at such special meeting. Such written demand must be signed, dated and delivered to theCorporation’s Secretary and must describe the purpose or purposes for which themeeting is to be held.

 

C.                                     Ateach election for directors, each shareholder entitled to vote at such electionshall have the right to case, in person or by proxy, as many votes in theaggregate as he shall be entitled to vote under these Articles, multiplied bythe number of directors to be elected at such election; and each shareholdermay cast the whole number of votes for one candidate or distribute such votesamong two or more candidates.

 

D.                                    Meetingsof shareholders may be held within or without the Commonwealth of Kentucky, asthe bylaws may provide.

 

**ARTICLE VII**

 

**Notice for Nominations and Proposals**

 

A.                                   Nominationsfor the election of directors and proposals for any new business to be taken upat any annual or special meeting of shareholders may be made by the board ofdirectors of the Corporation or by any shareholder of the Corporation entitledto vote generally in the election of directors.  In order for a shareholder of the Corporation to make any suchnominations and/or proposals, he or she shall give notice thereof in writing,delivered or mailed by first class United States mail, postage prepaid, to theSecretary of the Corporation not less than 30 days nor more than 60 days priorto any such meeting; provided, however, that if less than 31 days’ notice ofthe meeting is given to shareholders, such written notice shall be delivered ormailed, as prescribed, to the Secretary of the Corporation no later than theclose of the tenth day following the day on which notice of the meeting wasmailed to shareholders.

 

B.                                     Eachsuch notice given by a shareholder with respect to nominations for the electionof directors shall set forth (i) the name, age, business address and, if known,residence address of each nominee proposed in such notice, (ii) the principaloccupation or employment of each such nominee, (III) the number of shares ofstock of the Corporation which are beneficially owned by each such nominee,(iv) such other information as would be required to be included in

 

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a proxy statement soliciting proxies for the election of the proposednominee pursuant to Regulation 14A under the Securities Exchange Act of 1934,as amended, including, without limitation, such person’s written consent tobeing named in the proxy statement as a nominee and to serving as a director,if elected, and (v) as to the shareholder giving such notice, (vi) his name andaddress as they appear on the Corporation’s books, and (vii) the class andnumber of shares of the Corporation which are beneficially owned by suchshareholder.  In addition, theshareholder making such nomination shall promptly provide any other informationreasonably requested by the Corporation.

 

C.                                     Eachsuch notice given by a shareholder to the Secretary with respect to businessproposals to bring before a meeting shall set forth in writing as to eachmatter:  (i) a brief description of thebusiness desired to be brought before the meeting and the reasons forconducting such business at the meeting; (ii) the name and address, as theyappear on the Corporation’s books, of the shareholder proposing such business;(iii) the class and number of shares of the Corporation which are beneficiallyowned by the shareholder; and (iv) any material interest of the shareholder insuch business.  Notwithstanding anythingin these Articles to the contrary, no business shall be conducted at themeeting except in accordance with the procedures set forth in thisArticle VII.

 

D.                                    TheChairman of the annual or special meeting of shareholders may, if the factswarrant, determine and declare to such meeting that a nomination or proposalwas not made in accordance with the foregoing procedure, and, if he should sodetermine, he shall so declare to the meeting and the defective nomination orproposal shall be disregarded and laid over for action at the next succeedingadjourned, special or annual meeting of the shareholders taking place 30 daysor more thereafter.  This provision shallnot require the holding any adjourned or special meeting of shareholders forthe purpose of considering such defective nomination or proposal.

 

**ARTICLE VIII**

 

**Directors**

 

A.                                   Number;Vacancies.  The number of directorsof the Corporation shall be such number, not less than 9 nor more than 13(exclusive of directors, if any, to be elected by holders of preferred stock ofthe Corporation, voting separately as a class), as shall be provided from timeto time in or in accordance with the bylaws, provided that no decrease in thenumber of directors shall have the effect of shortening the term of anyincumbent director and no action shall be taken to decrease or increase thenumber of directors from time to time unless at least two-thirds of thedirectors then in office shall concur in said action.  Vacancies in the board of directors of the Corporation, howevercaused, and newly created directorships shall be filled by a vote of two-thirdsof the directors then in office, whether or not a quorum, and any director sochosen shall hold office for a term expiring at the annual meeting ofshareholders at which the term of the class to which the director has beenchosen expires and when the director’s successor is elected and qualified.  Notwithstanding the foregoing, any increaseor decrease in the number of directors greater than 30% must be effected by theshareholders of the Corporation. Directors need not be residents of any particular state, country orother jurisdiction.

 

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B.                                     ClassifiedBoard.  The board of directors ofthe Corporation shall be divided into three classes of directors, which shallbe designated Class I, Class II and Class III. The members of each class shall be elected for a term of three years anduntil their successors are elected and qualified.  Such classes shall be as nearly equal in number as the then totalnumber of directors constituting the entire board of directors shall permit,with the terms of office of all members of one class expiring each year.  Should the number of directors not beequally divisible by three, the excess director or directors shall be assignedto Classes II or III as follows:  (i)  if there shall be an excess of onedirectorship over a number equally divisible by three, such extra directorateshall be classified in Class II; and (ii) if there be an excess of twodirectorships over a number equally divisible by three, one shall be classifiedin Class II and the other in Class III. At the first annual meeting of shareholders, directors of Class I shallbe elected to hold office for a term expiring at the third succeeding annualmeeting thereafter.  At the secondannual meeting of shareholders, directors of Class II shall be elected to holdoffice for a term expiring at the third succeeding annual meetingthereafter.  At the third annual meetingof shareholders, directors of Class III shall be elected to hold office for aterm expiring at the third succeeding annual meeting thereafter.  Thereafter, at each succeeding annualmeeting, directors of each class shall be elected for three year terms.  Notwithstanding the foregoing, the directorwhose term shall expire at any annual meeting shall continue to serve untilsuch time as his successor shall have been duly elected and shall havequalified unless his position on the board of directors shall have beenabolished by action taken to reduce the size of the board of directors prior tosaid meeting.

 

Should the number of directorsof the Corporation be reduced, the directorship(s) eliminated shall beallocated among classes as appropriate so that the number of directors in eachclass is as specified in the immediately preceding paragraph.  The board of directors shall designate, bythe name of the incumbent(s), the position(s) to be abolished.  Notwithstanding the foregoing, no decreasein the number of directors shall have the effect of shortening the term of anyincumbent director.  Should the numberof directors of the Corporation be increased, the additional directorships shallbe allocated among classes as appropriate so that the number of directors ineach class is as specified in the immediately preceding paragraph.

 

Whenever the holders of any oneor more series of preferred stock of the Corporation shall have the right, votingseparately as a class, to elect one or more directors of the Corporation, theboard of directors shall consist of said directors so elected in addition tothe number of directors fixed as provided above in this Article VIII.  Notwithstanding the foregoing, and except asotherwise may be required by law, whenever the holders of any one or moreseries of preferred stock of the Corporation shall have the right, votingseparately as a class, to elect one or more directors of the Corporation, theterms of the director or directors elected by such holders shall expire at thenext succeeding annual meeting of shareholders.

 

**ARTICLE IX**

 

**Removal of Directors**

 

Notwithstanding any otherprovision of these Articles or the bylaws of the Corporation, any director orthe entire board of directors of the Corporation may be removed only for causeby

 

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the affirmative vote of the holders of at least 80% of the outstandingshares of capital stock of the Corporation entitled to vote generally in theelection of directors (considered for this purpose as one class) cast at ameeting of the shareholders called for that purpose.  Notwithstanding the foregoing, if a director is elected by avoting group of shareholders, only the shareholders of that voting group mayparticipate in the vote to remove him. Further, a director may not be removed if the number of votes sufficientto elect him under cumulative voting as provided in Article VI hereof isvoted against his removal.

 

**ARTICLE X**

 

**Acquisition of Capital Stock**

 

For a period of five years fromthe effective date of the completion of the conversion of First FederalFinancial Service Corporation (the “Bank”) from mutual to stock form, no personshall directly or indirectly offer to acquire or acquire the beneficialownership of more than 10% of any class of equity security of theCorporation.  This limitation shall notapply to the purchase of shares by underwriters in connection with a publicoffering.

 

In the event shares areacquired in violation of this Article X, all shares beneficially owned byany person in excess of 10% shall be considered “excess shares” and shall notbe counted as shares entitled to vote and shall not be voted by any person orcounted as voting shares in connection with any matters submitted to theshareholders for a vote.

 

For purposes of thisArticle X, the following definitions apply:

 

(1)  The term “person” includes an individual, a group acting inconcert, a corporation, a partnership, an association, a joint stock company, atrust, an unincorporated organization or similar company, a syndicate or anyother group formed for the purpose of acquiring, holding or disposing of theequity securities of the Corporation.

 

(2)  The term “offer” includes every offer to buy or otherwiseacquire, solicitation of an offer to sell, tender offer for, or request forinvitation for tenders of, a security or interest in a security for value.

 

(3)  The term “acquire” includes every type of acquisition, whethereffected by purchase, exchange, operation of law or otherwise.

 

(4)  The term “acting in concert” means (a) knowing participation in ajoint activity or conscious parallel action towards a common goal whether ornot pursuant to an express agreement, or (b) a combination or pooling of votingor other interests in the securities of an issuer for a common purpose pursuantto any contract, understanding, relationship, agreement or other arrangements,whether written or otherwise.

 

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**ARTICLE XI**

 

**Approval of Certain Business Combinations**

 

Business combinations (asdefined in Section 271B.12-200 of the Kentucky Revised Statutes) to whichthe Corporation is a party shall be governed by and subject to the provisionsof Sections 271B.12-200 through 271B.12-230 of the Kentucky Revised Statutes,as the same may be amended from time to time.

 

**ARTICLE XII**

 

**Evaluation of Business Combinations**

 

In connection with the exerciseof its judgment in determining what is in the best interests of the Corporationand of the shareholders, when evaluating a Business Combination (as defined inSection 271B.12-200 of the Kentucky Revised Statutes) or a tender orexchange offer, the board of directors of the Corporation shall, in addition toconsidering the adequacy of the amount to be paid in connection with any suchtransaction, consider all of the following factors and any other factors whichit deems relevant: (i) the social and economic effects of the transaction onthe Corporation and its subsidiaries, employees, depositors, loan and othercustomers, creditors and other elements of the communities in which theCorporation and its subsidiaries operate or are located; (ii) the business andfinancial condition and earnings prospects of the acquiring person or entity,including, but not limited to, debt service and other existing financialobligations, financial obligations to be incurred to connection with theacquisition, and other likely financial obligations of the acquiring person orentity, and the possible effect of such conditions upon the Corporation and itssubsidiaries and the other elements of the communities in which the Corporationand its subsidiaries operate or are located; and (iii) the competence,experience, and integrity of the acquiring person or entity and its or theirmanagement.

 

**ARTICLE XIII**

 

**Elimination of Directors’ Liability**

 

No director of the Corporationshall be personally liable to the Corporation or its shareholders for monetarydamages for breach of his duty as a director, provided that thisArticle XIII shall not eliminate liability of a director (i) for anytransaction in which a director’s personal financial interest is in conflictwith the financial interests of the Corporation or its shareholders, (ii) foracts or omissions that are not in good faith or that involve intentionalmisconduct or a knowing violation of law, (iii) for any vote for or assent toan unlawful distribution to shareholders as prohibited bySection 271.8-330 of the Kentucky Revised Statutes, or (iv) for anytransaction from which a director derived an improper personal benefit.  If the Kentucky Business Corporation Act isamended after the effective date of these Articles to further eliminate orlimit the personal liability of directors, then the liability of a director ofthe Corporation shall be eliminated or limited to the fullest extent permittedby the Kentucky Business corporation Act, as so amended.

 

Any repeal or modification ofthe foregoing paragraph by the shareholders of the Corporation shall notadversely affect any right or protection of a director of the Corporationexisting at the time of such repeal or modification.

 

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**ARTICLE XIV**

 

**Indemnification**

 

(a)  Except as provided in subsection (b) hereof, the Corporationshall indemnify a director who is made a party to any threatened, pending, orcompleted action, suit or proceeding, whether civil, criminal, administrative,or investigative (“proceeding”), because he is or was a director againstliability incurred in such proceeding if he conducted himself in good faith andhe reasonably believed, (i) in the case of conduct in his official capacitywith the Corporation, that his conduct was in the Corporation’s best interestand in all other cases, that his conduct was at least not opposed to its bestinterests; and (ii) in the case of any criminal proceeding, he had noreasonable cause to believe his conduct was unlawful.

 

The Corporation shall furtherindemnify any director and any officer who is not a director who was whollysuccessful, on the merits or otherwise, in the defense of any proceedings towhich he was a party because he is or was a director of the Corporation againstreasonable expenses incurred by him in connection with the proceeding.

 

(b)  The Corporation shall not indemnify a director in connection witha proceeding by or in the right of the Corporation in which the director wasadjudged liable to the Corporation or in connection with any other proceedingcharging improper personal benefit to him, whether or not involving action inhis official capacity, in which he was adjudged liable on the basis thatpersonal benefit was improperly received by him.

 

(c)  The Corporation may pay for or reimburse the reasonable expensesincurred by a director who is a party to a proceeding in advance of finaldisposition of the proceeding if (i) the director furnishes the Corporation awritten affirmation of his good faith belief that he has met the standard ofconduct set for in subsection (a) hereof, (2) he provides the Corporationa written undertaking, executed personally or on his behalf, to repay theadvance if it is ultimately determined that he is not entitled toindemnification, and (3) a determination is made that the facts then known tothose making the determination would not preclude indemnification under thisArticle XIV.

 

(d)  The Corporation may not indemnify a director hereunder unlessauthorized in the specific case after a determination has been made thatindemnification of the director is permissible in the circumstances because hehas met the standard set forth in subsection (a) hereof.  the determination shall be made:

 

(1)  By the board of directors by majority vote of a quorum consistingof directors not at the time parties to the proceedings;

 

(2)  If a quorum cannot be obtained under (1), by majority vote of acommittee duly designated by the board of directors (in which designationdirectors who are parties may participate), consisting solely of two or moredirectors not at the time parties to the proceeding;

 

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(3)  By independent special legal counsel;

 

(A)  Selected by the board of directors or its committee in the mannerprescribed in paragraphs (1) or (2) of this subsection (d); or

 

(B)  If a quorum of the board of directors cannot be obtained underparagraph (1) and a committee cannot be designated under paragraph (2),selected by majority vote of the full board of directors (in which selectiondirectors who are parties may participate); or

 

(4)  By the shareholders, but shares owned by or voted under thecontrol of directors who are at the time parties to the proceeding may not bevoted on the determination.

 

(e)  Authorization of indemnification and evaluation thatindemnification is permissible shall be made in the same manner as thedetermination that indemnification is permissible, except that, if thedetermination is made by special legal counsel, authorization ofindemnification and evaluation as to reasonableness of expenses shall be madeby those entitled under paragraph (3) of subsection (d) hereof to selectcounsel.

 

(f)  The Corporation may indemnify and advance expenses to an officer,employee or agent of the Corporation who is not a director to the same extentas a director hereunder.

 

(g)  The Corporation may purchase and maintain insurance on behalf ofan indivdiual who is or was a director, officer, employee, or agent of theCorporation, or who while a director, officer, employee, or agent of the Corporation,is or was serving at the request of the Corporation as a director, officer,partner, trustee, employee, or agent of another foreign or domesticcorporation, partnership, joint venture, employee benefit plan, or otherenterprise, against liability asserted against or incurred by him in thatcapacity or arising from his status as a director, officer, employee, or agent,whether or not the Corporation would have power to indemnify him against thesame liability hereunder.

 

**ARTICLE XV**

 

**Amendment of Bylaws**

 

In furtherance and not inlimitation of the powers conferred by statute, the board of directors of theCorporation is expressly authorized to make, repeal, alter, amend and rescindthe bylaws of the Corporation.  Notwithstandingany other provision of these Articles or the bylaws of the Corporation (andnotwithstanding the fact that some lesser percentage may be specified by law),the bylaws shall not be made, repealed, altered, amended or rescinded by theshareholders of the Corporation except by the vote of the holders of not lessthan 80% of the outstanding shares of capital stock of the Corporation entitledto vote generally in the election of directors (considered for this purpose asone class) cast at a meeting of the shareholders called for that purpose(provided that notice of such proposed adoption, repeal, alteration, amendmentor rescission is included in the notice of such meeting), or, as set forthabove, by the board of directors. Notwithstanding the foregoing, a bylaw fixing a greater quorum or votingrequirement

 

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for the board of directors may be amended or repealed, if originallyadopted by the shareholders, only by the shareholders.  Further, action by the board of directorsamending a bylaw to fix a greater quorum or voting requirement for the board ofdirectors shall meet the same quorum requirement and be adopted by the samevote required to take action under the quorum and voting requirement then ineffect or proposed to be adopted, whichever is greater.

 

**ARTICLE XVI**

 

**Amendment of Articles of Incorporation**

 

The Corporation reserves theright to repeal, alter, amend or rescind any provision contained in theseArticles in the manner now or hereafter prescribed by law, and all rights conferred on shareholders herein aregranted subject to this reservation. Notwithstanding the foregoing, the provisions set forth in Articles VI(excluding Article VI(C)) VII, VIII, IX, X, XI, XII, XIII, XIV and XV andthis Article XVI of these Articles may not be repealed, altered, amendedor rescinded in any respect unless the same is approved by the affirmative voteof the holders of not less than 80% of the outstanding shares of capital stockof the Corporation entitled to vote generally in the election of directors(considered for this purpose as a single class) cast at a meeting of theshareholders called for that purpose (provided that notice of such proposedadoption, repeal, alteration, amendment or rescissions included in the noticeof such meeting).

 

**ARTICLE XVII**

 

# **Incorporator**

# ** **

The name and mailing address ofthe incorporator is as follows:

 
| **Name**         |   | **Mailing  Address**          |
|------------------|--------|-------------------------------|
| Larry W. Logsdon |   | 202 West Dixie Avenue         |
|             |   | Elizabethtown, Kentucky 42701 |

 

4.                                       Theforegoing amendments do not provide for an exchange, reclassification orcancellation of issued shares of the Corporation.

 

5.                                       Theamendment to Article I was adopted by holders of the Corporation’s capitalcommon stock (the “Common Stock”), the Corporation’s sole class of issued andoutstanding shares, at the Corporation’s 2004 Annual Meeting of Shareholders(the “2004 Annual Meeting”) on May 12, 2004. There were 3,705,437.683 shares of Common Stock issued, outstanding andentitled to vote at the 2004 Annual Meeting, of which 2,713,369.852 shares ofCommon Stock were indisputably represented at the 2004 Annual Meeting.  The total number of  undisputed votes cast for the amendment was2,643,377.581 and was sufficient for approval by the shareholders.

 

6.                                       Theother amendments to the Corporation’s Articles of Incorporation were adopted bythe Board of Directors, pursuant to KRS 271B.10-020, on May 12, 2004, and didnot require shareholder approval.

 

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**[remainder of page left blank intentionally]**

 

Executed this 12th day of May, 2004 by the President andChief Executive Officer of the Corporation.

 
|   | /s/ B. Keith Johnson                   |   |
|--------|----------------------------------------|--------|
|   | B. Keith  Johnson,                     |
|   | President  and Chief Executive Officer |

 

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