-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GyraJoapR3ARLyvA5U05KDBABaah/5HxuSBSNVhSzMaXw7lsXpeI/h6gwcNLKko6 5jyFOD3cOJXalG775EE1qw== 0000854395-03-000003.txt : 20030331 0000854395-03-000003.hdr.sgml : 20030331 20030331163723 ACCESSION NUMBER: 0000854395-03-000003 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030331 EFFECTIVENESS DATE: 20030331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY CENTRAL INDEX KEY: 0000854395 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 611168311 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-18832 FILM NUMBER: 03631343 BUSINESS ADDRESS: STREET 1: 2323 RING ROAD CITY: ELIZABETHTOWN STATE: KY ZIP: 42701 BUSINESS PHONE: 2707652131 MAIL ADDRESS: STREET 1: 2323 RING ROAD CITY: ELIZABETHTOWN STATE: KY ZIP: 42701 DEF 14A 1 proxy2003.htm FIRST FEDERAL FINANCIAL CORP PROXY

April 1, 2003

Dear Shareholder:

You are cordially invited to attend the 2003 Annual Meeting of Shareholders of First Federal Financial Corporation of Kentucky (the
"Corporation") to be held at the Corporation's corporate headquarters, 2323 Ring Road, Elizabethtown, Kentucky on Wednesday May 14,
2003 at 5:00 p.m.

The attached Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted at the meeting. During the
meeting, we will report on the operations of the Corporation. Directors and Officers of the Corporation as well as a representative
from the Corporation's independent accounting firm, Crowe, Chizek and Company LLP, will be present to respond to questions of
shareholders.

Detailed information concerning activities and operating performance during the six months ended December 31, 2002 is contained in
our Annual Report, which is also enclosed.

Please sign, date and promptly return the enclosed proxy card to the Corporation. If you attend the meeting, you may vote in person
even if you have previously mailed a proxy card.

We look forward to seeing you at the meeting.

Sincerely,

B. KEITH JOHNSON
President & Chief Executive Officer

FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
2323 Ring Road
Elizabethtown, Kentucky 42702-5006
(270) 765-2131

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on May 14, 2003

The Annual Meeting of Shareholders of First Federal Financial Corporation of Kentucky (the "Corporation") will be held at
the Corporation's corporate headquarters, 2323 Ring Road, Elizabethtown, Kentucky, on Wednesday, May 14, 2003 at 5:00 p.m.

A proxy card and a proxy statement for the meeting are enclosed.

The meeting is for the purpose of considering and acting upon:

1. The election of three directors of the Corporation;

2. Such other matters as may properly come before the meeting or any adjournments thereof.

The Board of Directors is not aware of any other business to come before the meeting.

Any action may be taken on any one of the foregoing proposals at the meeting on the date specified above or on any date or
dates to which, by original or later adjournment, the meeting may be adjourned. Shareholders of record at the close of business on
March 17, 2003 are the shareholders entitled to vote at the meeting and any adjournments thereof.

You are requested to complete and sign the enclosed proxy card, which is solicited by the Board of Directors, and to mail it
promptly in the enclosed envelope. The proxy card will not be used if you attend and elect to vote at the meeting in person.

Any shareholder who wishes to obtain a copy, without charge, of First Federal Financial Corporation's Annual Report on Form
10-K for the six months ended December 31, 2002, which includes financial statements and financial statement schedules, may contact
Rebecca Bowling, the Corporate Secretary, at 2323 Ring Road, Elizabethtown, Kentucky 42701, or at telephone number (270) 765-2131.

BY ORDER OF THE BOARD OF DIRECTORS

REBECCA S. BOWLING
Corporate Secretary

Elizabethtown, Kentucky
April 1, 2003

IMPORTANT: THE PROMPT RETURN OF PROXY CARDS WILL SAVE THE CORPORATION THE EXPENSE OF FURTHER REQUESTS FOR PROXY CARDS IN ORDER TO
INSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.

FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
2323 Ring Road
Elizabethtown, Kentucky 42702-5006
(270) 765-2131

ANNUAL MEETING OF SHAREHOLDERS
May 14, 2003

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxy cards by the Board of Directors of First
Federal Financial Corporation of Kentucky (the "Corporation") for use at the 2003 Annual Meeting of Shareholders of the Corporation
(the "Meeting") to be held at the corporate headquarters, 2323 Ring Road, Elizabethtown, Kentucky, on Wednesday, May 14, 2003 at 5:00
p.m. The accompanying Notice of Annual Meeting of Stockholders and this proxy statement, together with the enclosed proxy card, are
being first mailed to stockholders of the Corporation on or about April 1, 2003.

REVOCABILITY OF PROXY CARDS

Shareholders who execute proxy cards retain the right to revoke them at any time. Unless revoked, the shares represented by
proxy cards will be voted at the Meeting and all adjournments thereof. Proxy cards may be revoked by written notice to the Corporate
Secretary of the Corporation or by filing a later-dated proxy card before voting on a particular proposal at the Meeting. A written
notice of revocation of a proxy card should be sent to the Corporate Secretary, First Federal Financial Corporation of Kentucky, 2323
Ring Road, P.O. Box 5006, Elizabethtown, Kentucky 42702-5006, and will be effective if received by the Corporate Secretary before the
Meeting. A previously submitted proxy card will also be revoked if a shareholder attends the Meeting and votes in person. Proxy
cards solicited by the Board of Directors of the Corporation will be voted in accordance with the directions given by the
shareholder. Where no instructions are indicated, the shares represented by a signed proxy card will be voted for the nominees for
director set forth below.

The accompanying proxy card confers discretionary authority on the persons named as proxies to vote in their discretion in
matters related to the conduct of the Meeting. If one or more persons other than the nominees named below are nominated as
directors, then the named proxies or their substitutes will have the power, in their discretion, to vote cumulatively for some number
less than all nominees named below or for such of the other nominees as they may choose. If any of the nominees named below becomes
unwilling or unable to accept nomination or election, then the proxies will have the right to vote for any substitute nominee in
place of the withdrawing nominee.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Shareholders of record as of the close of business on March 17, 2003 are entitled to one vote for each share then held,
except in the election of directors, when cumulative voting applies, see "Cumulative Voting." As of March 17, 2003, the Corporation
had 3,623,294 shares of common stock ("Common Stock") issued and outstanding.

Persons and groups owning more than 5% of the Common Stock are required by the Securities Exchange Act of 1934 to file
reports regarding their ownership. Based on such reports, the following table sets forth, as of March 17, 2003, information as to
beneficial owners of more than 5% of the outstanding Common Stock as of that date. The table also sets forth the beneficial
ownership of all executive officers and directors of the Corporation as a group.

Amount & Nature Percent of Shares
of Beneficial of Capital Stock
Ownership Outstanding
--------- -----------
First Federal Financial Corporation
of Kentucky Employee Stock
Ownership Plan
2323 Ring Road
P.O. Box 5006
Elizabethtown, Kentucky 42702-5006 200,413 (1) 5.53%

All Executive Officers and
Directors as a Group (13 Persons) 535,199 (2) 14.77%
- -----------------------------------

(1) As of the date of this proxy statement, all shares have been allocated. The voting of allocated shares is directed by the
employees.

(2) Includes shares owned by spouses, or as custodian or trustee, over which all executive officers and directors as a group
effectively exercise sole voting and investment power. Also includes 54,300 shares of Common Stock subject to exercisable
stock options, and 19,073 shares held by the Bank's ESOP which have been allocated to the executive officer participants in
the group. Each employee participant votes shares allocated to his or her account.

CUMULATIVE VOTING

Pursuant to the Articles of Incorporation and Bylaws of the Corporation, every shareholder voting for the election of
directors is entitled to cast a number of votes calculated by multiplying the number of shares the shareholder is entitled to vote
times the number directors to be elected. Each shareholder is entitled to cast his or her votes for one director or distribute those
votes among any number of candidates as he or she chooses. The Board of Directors intends to vote the shares represented by
completed proxy cards solicited by it equally among the three candidates nominated by the Board of Directors. However, the Board
reserves the right, in its sole discretion, to distribute the votes among some or all of the nominees of the Board of Directors in
another manner so as to elect as directors the maximum number of nominees possible.

PROPOSAL I - ELECTION OF DIRECTORS

The Corporation's Board of Directors is currently comprised of ten directors, divided into three classes with staggered
terms. We currently have two classes of directors with three directors in the class and one class of directors with four directors.

At the meeting, the Corporation will elect three directors. The Board has nominated each of B. Keith Johnson, Diane E.
Logsdon, and John L. Newcomb, Jr. for election to a three-year term ending at the 2006 annual meeting. If any nominee is unable to
serve, the shares represented by all valid proxy cards will be voted for election of a substitute nominee that the Board of Directors
selects. At this time, the Board knows of no reason why any nominee might be unable to serve.

The three persons receiving the most votes at the meeting will be elected as directors. Votes, not cast at the meeting,
either because of abstentions or broker non-votes, are not considered in determining the number of votes cast for the election of a
nominee.

The following table sets forth personal information for each nominee and for each director continuing in office and the
number of shares and percentage of the Common Stock he or she beneficially owns.

NOMINEES
--------
SHARES OF
COMMON
STOCK
YEAR FIRST BENEFICIALLY
AGE ELECTED OWNED
AT OR TERM AT PERCENT
MARCH 17, APPOINTED TO MARCH 17, OF
NAME 2003 DIRECTOR (1) EXPIRE 2003 (2) (3) CLASS
---- ---- ------------ ------ ------------ -----
B. Keith Johnson 42 1997 2006 48,502 1.34%
Diane E. Logsdon 60 2000 2006 216 *
John L. Newcomb, Jr. 48 2000 2006 12,936 *

DIRECTORS CONTINUING IN OFFICE
------------------------------
Robert M. Brown 63 1991 2004 16,599 *
Wreno M. Hall 84 1979 2005 82,960 2.29%
Walter D. Huddleston 76 1966 2005 74,030 2.04%
J. Stephen Mouser 54 1997 2005 6,121 *
Gail L. Schomp 49 2001 2004 170,836 4.71%
J. Alton Rider 65 1987 2004 80,208 2.21%
Michael L. Thomas 48 1997 2005 1,455 *

NON-DIRECTOR EXECUTIVE OFFICERS
-------------------------------
Number of
Unexercised
Options
Number of Shares of at Percent
Common Stock Beneficially 12/31/2002 of
Name Age Owned(2)(4) (Exercisable) Class
---- --- ----------- ------------- -----
Charles Chaney 51 26,698 6,000 *
Anne Moran 50 166 5,000 *
Larry Hawkins 47 171 3,300 *
- ------------------------------
*Represents less than 1%

(1) Each director first elected in 1990 or earlier was first elected as a director of the Bank and became a director of the
Corporation on the date of its incorporation in June 1990.

(2) Includes shares owned by spouses, or as custodian or trustee over which the director or executive officer effectively
exercises shared voting and investment power, unless otherwise indicated.

(3) Includes 2,612 shares under the ESOP that have been allocated to Mr. Johnson. Mr. Johnson votes shares allocated to
his account.

(4) Includes 16,461 shares under the ESOP that have been allocated to executive officer participants. Each employee participant
votes shares allocated to his or her account.

Listed below is information about the directors and executive officers of the Corporation. Unless otherwise noted all
directors and executive officers have held these positions for at least five years.

Robert M. Brown, owner of Brown Funeral Home for the past 30 years, has served on the Board of Directors for ten years. He
is a charter member of the Elizabethtown A.M. Rotary Club. Mr. Brown is also active in the National, Kentucky and South Central
Funeral Directors Association. In addition, he is an active member of the Chamber of Commerce and has served as a major division
chairman of Elizabethtown Community College's Partners in Progress fund raising campaign.

Wreno M. Hall has served on the Board of Directors for 23 years. He is a retired surgeon who spent 39 years practicing in
Elizabethtown.

Walter D. Huddleston is Chairman of the Board and a former two-term member of the United States Senate. He began his
professional career in broadcasting at WIEL in Elizabethtown. Today he owns and operates Walter D. Huddleston Consulting, a
legislative consulting firm located in Elizabethtown and Washington D.C. and is a former President of the Elizabethtown Chamber of
Commerce and Rotary Club. Senator Huddleston has received the U.S. Central Intelligence Agency Medal of Honor and the Outstanding
Young Man of Elizabethtown and Kentucky. He has served on the Board of Directors since 1966.

B. Keith Johnson was named President and Chief Executive Officer of the Corporation and the Bank on September 4, 1997. Mr.
Johnson joined the Bank as Comptroller in 1993 and was appointed Executive Vice President in 1995. Before joining the Corporation he
was a principal in the accounting firm of Whelan, Johnson, Doerr, Pike & Pawley P.S.C., where he was extensively involved in the
firm's financial institution practice. He has been a licensed CPA since 1984. Locally, Mr. Johnson serves on the Executive
Committee of the Elizabethtown Industrial Foundation, Ft. Knox AUSA CORE Committee, and the United Way of Central Kentucky Board. He
is also involved in various capacities with several other community/charitable organizations.

Diane E. Logsdon is currently Vice President, Planning and Development for Hardin Memorial Hospital. Mrs. Logsdon serves on
numerous community and charity Boards and is past president of the Elizabethtown-Hardin County Chamber of Commerce. She is also a
member of the Elizabethtown Comprehensive Plan Steering Committee and Ft. Knox Chapter, AUSA. She is a past recipient of the Athena
Award and has been recognized through many leadership awards. She has been honored as a Hall of Fame Award recipient by both the
Chamber and the Elizabethtown Lions' Club.

Stephen Mouser is President of Mouser Custom Cabinetry, LLC, a family-owned cabinet manufacturer in Elizabethtown. He is a
member of the Better Business Bureau, the Elizabethtown-Hardin County Chamber of Commerce, and a Board member of the United Way of
Central Kentucky. He is a former President of the Rineyville Optimist Club and former Board Member of Lincoln Trail Home Builders'
Association.

John L. Newcomb, Jr. is President and Financial Manager of Newcomb Oil Company, a family business that among other things,
owns and operates the Five Star Food Marts. He serves as Vice Chairman of the Kentucky Petroleum Marketers Association and is a
member of the National Chevron Marketers Council. A lifelong resident of Nelson County, Mr. Newcomb was elected as a director of the
Bank in 1999.

J. Alton Rider has been the owner and operator of Rider's Men & Women Clothing Store in Elizabethtown since 1969. He is
past President of the Hardin County A.M. Rotary Club, former Hardin County School Board member, past Hardin County Representative of
the Kentucky Retail Association, a current member of the National Retail Federation, and is a member of the Elizabethtown-Hardin
County Chamber of Commerce. He is former chairman of the Kentucky Retail Federation, and currently serves on the Board of Directors.

Gail L. Schomp is the owner and operator of Carty and Carty, Inc., a mail hauling business that specializes in freight
hauling, and Lexington Truck Sales, a new and used truck dealership for Volvo, Isuzu and GMC. She was employed by her family's
business, Langley Trucking Company until 1983. Mrs. Schomp also serves on the Executive Committee of Kentucky Motor Transportation
Association.

Michael Thomas, DVM, has been a partner in the Elizabethtown Animal Hospital for 22 years. Dr. Thomas is an active member
of the American Veterinary Medical Association and the Kentucky Veterinary Medical Association.

Non-Director Executive Officers

Charles Chaney has served as Chief Operating Officer and Chief Financial Officer since 1999. He joined the Bank in 1976 as
Banking Center Manager of the Munfordville Banking Center.

Anne Moran has served as Chief Retail Officer since 1999. Prior to joining the Bank in 1999, Ms. Moran was a Regional
Manager for Bank One Corporation with 25 years of banking experience.

Larry Hawkins has served as Chief Lending Officer since 2001. He began serving as a Senior Loan Officer with the Radcliff
Banking Center in 2000. Prior to joining the Bank, Mr. Hawkins was a Commercial Loan Officer with PNC Bank.

Meetings and Committees of the Board of Directors

During the six months ended December 31, 2002, the Board of Directors held seven meetings. All directors attended at least
75% of the meetings of the Board and the committees to which they belonged. The full Board of Directors of the Corporation acts as a
nominating committee for the annual selection of nominees for election as directors. The Board of Directors met once during the six
month period in its capacity as nominating committee. While the Board of Directors will consider nominees recommended by
shareholders, it has not actively solicited recommendations from the Corporation's shareholders for nominees.

Nominations by shareholders must be submitted to the Corporate Secretary in writing in accordance with procedures set forth
in the Corporation's Articles of Incorporation. Notices generally must be submitted not less than 30 days nor more than 60 days
before the date of the annual meeting and must include (i) the name, age, address, principal occupation and Common Stock ownership of
the person to be nominated; (ii) a description of all arrangements or understandings between the shareholder and the nominee and any
other person or persons (naming such person or persons) pursuant to which the nomination is to be made by the shareholder; (iii) such
other information regarding the nominee as would be required to be included in proxy materials filed under the applicable rules of
the SEC had the nominee been nominated by the Board of Directors; and (iv) the written consent of the nominee to serve as a director
of the Corporation if so elected.

The notice must also include information about the shareholder submitting the nomination including name and address as they
appear on the Corporation's books and the number of shares of Common Stock owned by the shareholder. Copies of the Articles of
Incorporation may be obtained without charge upon written request to Corporate Secretary, First Federal Financial Corporation of
Kentucky, 2323 Ring Road, Elizabethtown, Kentucky 42702-5006.

The Board's Risk Management Committee is responsible for the selection and oversight of the Corporation's independent
auditors and reviews major financial, accounting and internal auditing policies. This committee meets with the independent auditors
to discuss audit findings and oversees the Corporation's financial reporting procedures. The committee also reviews examination
reports from bank regulatory agencies and monitors policies pertaining to conflicts of interest as they affect directors, officers,
and employees. The Risk Management Committee, composed of Directors Brown, Mouser, and Rider, met twice during the six months ended
December 31, 2002. The report of the Risk Management Committee is on page 12. The charter of the Risk Management Committee is
attached as an appendix to this proxy statement.

The Board's Executive Compensation Committee determines issues involving executive compensation. This committee is composed
of Directors Huddleston, Hall, Mouser, and Newcomb and met two times during the six months ended December 31, 2002.

EXECUTIVE COMPENSATION

Report of Executive Compensation Committee on Executive Compensation

The Corporation's Executive Compensation Committee, comprised entirely of independent, directors, is responsible for
reviewing all aspects of the Corporation and Bank's executive compensation program. The Executive Compensation Committee's primary
objective in structuring executive compensation is to provide a means of attracting and retaining executives with the experience and
capability of providing outstanding leadership to the Corporation and the Bank.

The Corporation's and the Bank's executive compensation program, described in greater detail below, consists of a
competitive base salary, an incentive bonus based on the attainment of annual corporate performance objectives, and stock-based
compensation awards.

In establishing base salary levels and recommending corporate performance objectives, the Committee reviews relevant
financial results for the Corporation, including growth in earnings, the rate of return on assets, and various other measures of
productivity and efficiency. The Executive Compensation Committee also believes that stock-based compensation, in the form of ESOP
awards and grants of stock options, can provide a longer-term incentive by giving executives, employees, and the Corporation's
shareholders a common interest in increasing long-term shareholder value.

Salaries
The Executive Compensation Committee has established a policy of providing base pay for executives that approximate the
median base pay provided to executives of other thrifts and financial institutions of similar size. Base pay increases for
executives and all other employees are based on an evaluation of individual performance.

Bonus Incentive Compensation
The Board of Directors establishes overall corporate performance objectives each year, which can include specific targets
for growth, return on assets, and return on equity. When these objectives are met, all employees, including executive officers, earn
an incentive bonus equal to a percentage of base pay.

Employee Stock Ownership Plan
The Corporation allocates shares of the Common Stock under the ESOP to all eligible employees, including executives, based
on a percentage of base pay determined by the Board of Directors. Under the ESOP, executive officers were allocated an aggregate of
138 shares of Common Stock during the six months ended December 31, 2002.

Stock Option and Incentive Plan
The Board of Directors believes that grants of stock options and other forms of stock-based incentive compensation from time
to time can help to attract, retain and motivate executive officers to improve long-term shareholder value. The Corporation adopted
its 1998 Stock Option and Incentive Plan as a means of increasing the incentive and encouraging the continued employment of key
employees by facilitating their purchases of an equity interest in the Corporation. The 1998 Plan authorizes grants of stock options
and stock appreciation rights to eligible employees. Awards are subject to vesting and forfeiture as determined by the Stock Option
Committee, which administers the Plan. During the six months ended December 31, 2002, there were no shares granted to executive
officers under the 1998 Plan.

Compensation of Chief Executive Officer
In establishing Mr. Johnson's salary for 2002, the Executive Compensation Committee took into account the Corporation's
success in meeting its non-financial and financial performance goals during 2002. Mr. Johnson's annual base salary was increased from
$175,000 to $180,000 effective January 1, 2003. Mr. Johnson was also allocated 51 shares of stock under the ESOP during the six
months ended December 31, 2002.

EXECUTIVE COMPENSATION COMMITTEE
Walter D. Huddleston, Chairperson
Wreno M. Hall
Stephen Mouser
John L. Newcomb, Jr.

Summary Compensation Table

The following table contains information concerning the compensation received by the Chief Executive Officer and the next
two most highly compensated executive officers of the Bank who earned at least $100,000 in salary and bonus for the fiscal year ended
June 30, 2002. Also included is compensation received during the six months ended December 31, 2002.

Securities
Name and Underlying All Other
Principal Position Year Salary Bonus Options (#) Compensation
------------------ ---- ------ ----- ----------- ------------
B. Keith Johnson Dec 2002 $ 87,500 $ 2,552 - $17,434 (1)
President and CEO 2002 172,000 32,548 - 32,116
2001 165,000 6,372 - 33,875
2000 157,500 10,313 20,000 30,468

Anne Moran Dec 2002 $ 54,000 $ 1,570 - $ 3,230(1)
Senior Vice President 2002 106,000 20,613 - 6,379
and Chief Retail Officer 2001 100,000 8,458 - 3,530
2000 61,000 10,307 20,000 -

Charles Chaney Dec 2002 $ 54,000 $ 1,570 - $ 3,230 (1)
Senior Vice President, CFO and COO 2002 104,000 20,541 - 6,223
2001 93,000 2,743 - 5,586
2000 81,000 5,247 5,000 4,651

- ----------------------------------
(1) Includes matching contributions to the Bank's 401(k) Retirement Plan, ($5,318 for B. Keith Johnson, $3,230 for Anne Moran, and
$3,230 for Charles Chaney), director's fees paid to Mr. Johnson in the amount of $10,991, and an auto allowance of $1,125 for Mr.
Johnson.

Option Exercises in Last Six Months and Option Values at December 31, 2002

The following table contains information concerning the value of options held by the Chief Executive Officer and the next
two most highly compensated executive officers as of the six months ended December 31, 2002.

Number of Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options
December 31, 2002 at December 31, 2002 (2)
-------------------------------- ----------------------------
Shares Acquired Value
Name on Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------- ----------- -------------
B. Keith Johnson -0- $ -0- 40,000 -0- $276,600 $ -0-
Anne Moran -0- -0- 5,000 15,000 10,500 31,500
Charles Chaney -0- -0- 6,000 4,000 5,490 3,660

(1) Market price at time of exercise less exercise price.
(2) Market value of underlying securities at December 31, 2002, $24.48 less exercise price.

Directors' Compensation

Members of the Board of Directors of the Corporation receive a monthly fee of $371. Members of the Bank's Board of
Directors receive a monthly fee of $1,250. No fees are paid for attendance at committee meetings.

Retirement Plan

The Bank is a participant in the Financial Institutions Retirement Fund, a multiple-employer defined benefit pension
plan-covering employees hired before June 1, 2002. Employees hired on or after that date are not eligible for membership in the
fund. Service credit for purposes of eligibility and vesting is retroactive to the date of employment. Benefit service is based on
the date of enrollment into the plan and is calculated through February 28, 2003 when the plan was frozen.

A qualifying employee becomes fully vested in the plan upon completion of five years' service or when the normal retirement
age of 65 is attained. The plan is intended to comply with the requirements of Section 401(a) of the Internal Revenue Code of 1986,
as amended ("Code"), as a "tax qualified" defined benefits plan, and with the provisions of the Employee Retirement Income Security
Act of 1974, as amended.

The plan provides for monthly payments to each participating employee at normal retirement age. The annual allowance
payable under the plan is equal to 1.5% of the career average earnings multiplied by the years of credited service. A participant
who has attained the age of 45 and completed ten years of service may take an early retirement and elect to receive a reduced monthly
benefit beginning immediately. Mr. Johnson, Ms. Moran, Mr. Chaney, and Mr. Hawkins have 8, 2, 25, and 1 years respectively of
credited service under the plan.

The following table indicates the annual retirement benefit payable under the plan based on various specified levels of plan
compensation and various specified years of credited service as calculated under the plan assuming retirement at age 65 on December
31, 2002. The IRS maximum annual benefit under the plan is limited to $152,091 per year.

YEARS OF BENEFIT SERVICE
Career Average ------------------------------------------------------------
Compensation 15 20 25 30 35
------------ -- -- -- -- --
10,000 2,300 3,000 3,800 4,500 5,300
20,000 4,500 6,000 7,500 9,000 10,500
30,000 6,800 9,000 11,300 13,500 15,800
60,000 13,500 18,000 22,500 27,000 31,500
90,000 20,300 27,000 33,800 40,500 47,300
120,000 27,000 36,000 45,000 54,000 63,000
150,000 33,800 45,000 56,300 67,500 78,800

Transactions with the Corporation and the Bank

All loans to directors and executive officers are approved by the Executive Loan Committee, reviewed and ratified by the
Risk Management Committee and promptly reported to the Board of Directors. They are made in the ordinary course of business on
substantially the same terms as those of comparable transactions prevailing at the time and do not involve more than the normal risk
of collectability or contain other unfavorable terms.

COMPARATIVE STOCK PERFORMANCE GRAPH

The graph below shows the cumulative total return on the Common Stock of the Corporation between June 30, 1997 through
December 31, 2002 compared with the cumulative total return of the NASDAQ Stock Market Index for U.S. Companies and the S&P Banks
Index over the same period. Cumulative total return on the stock or the index equals the total increase in value since June 30,
1997, assuming reinvestment of all dividends paid into the stock or the index, respectively. The graph was prepared assuming that
$100 was invested on June 30, 1997 in the Common Stock of the Corporation or in the indexes.

[GRAPHIC OMITTED]
*100 INVESTED ON 6/30/97 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.

6/97 6/98 6/99 6/00 6/01 6/02 12/02
---- ---- ---- ---- ---- ---- -----
First Federal Financial
Corporation of Kentucky 100 158 129 112 102 149 159
NASDAQ Stock Market - US 100 132 189 280 152 103 95
S & P Banks 100 137 137 101 136 142 130

RISK MANAGEMENT COMMITTEE REPORT

The Risk Management Committee has furnished the following report:

It is the responsibility of management to prepare the financial statements and the responsibility of Crowe, Chizek and
Company LLP, the Corporation's independent auditors, to audit the financial statements in accordance with generally accepted auditing
standards. The functions and responsibilities of the Risk Management Committee are described in the Risk Management Committee
charter attached as an appendix to this proxy statement.

In connection with its review of First Federal Financial Corporation's financial statements for the six months ended
December 31, 2002, the Risk Management Committee:

o has reviewed and discussed the audited financial statements with management;

o has discussed with the independent auditors the matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards, AU Section 380); and

o has received the written disclosures and the letter from the independent accountants required by Independence Standards
Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees), and has
discussed with the independent accountant the independent accountant's independence.

The Risk Management Committee also discussed with management and the independent auditors the quality and adequacy of
the Corporation's internal controls and the internal audit function's organization, responsibilities, budget and staffing. The
Committee reviewed with the independent auditors their audit plans, audit scope and identification of audit risks.

Based on the review and discussions referred to above, the Risk Management Committee recommended to the Board of Directors
that the audited financial statements be included in First Federal Financial Corporation's Annual Report on Form 10-K for the six
months ended December 31, 2002.

RISK MANAGEMENT COMMITTEE
Robert M. Brown
Stephen Mouser
J. Alton Rider

INDEPENDENT PUBLIC ACCOUNTANTS

Representatives of Crowe, Chizek and Company LLP are expected to be present at the annual meeting and will be available to
respond to appropriate questions and will have the opportunity to make a statement if they desire to do so. Crowe, Chizek and
Company LLP has served as the Corporation's independent public accountants and auditors since the 1999 fiscal year.

Audit Fees

The aggregate fees incurred for professional services rendered by Crowe, Chizek and Company LLP for the audit of our annual
financial statements for the six months ended December 31, 2002 and the year ended June 30, 2002, were $38,875 and $56,175.

Audit-Related Fees

The aggregate fees incurred for professional services rendered for audit-related services by Crowe, Chizek and Company LLP
for the six months ended December 31, 2002 and the year ended June 30, 2002 were $2,325 and $1,700.

Tax Fees

The aggregate fees incurred for professional services rendered for tax-related services by Crowe, Chizek and Company LLP for
the six months ended December 31, 2002 and the year ended June 30, 2002 were $450 and $1,450. Services for both periods related to an
IRS examination and estimated payments.

All Other Fees

The aggregate fees incurred for services rendered by Crowe, Chizek and Company LLP, other than the services covered under
the captions "Audit Fees", "Audit-Related Fees", and "Tax Fees" for the six months ended December 31, 2002 were $5,520 related to
corporate governance and SEC advisory services. Fees for the year ended June 30, 2002 were $8,505 and related to trust compliance
matters.

The Audit Committee of the Board of Directors has considered whether the provision of the services covered under the
captions "Financial Information Systems Design and Implementation Fees" and "All Other Fees", above, is compatible with maintaining
the principal accountant's independence.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Corporation's officers, directors and persons who own more than ten percent of the outstanding Common Stock must file
reports detailing their ownership of Common Stock, and to furnish the Corporation with copies of all such reports. Based solely on
its review of the copies of such reports, the Corporation believes that all of its officers and directors and all stockholders who
own more than ten percent of the Corporation's outstanding Common Stock have complied with the reporting requirements for the six
months ended December 31, 2002.

OTHER MATTERS

The Board of Directors is not aware of any business to come before the Meeting other than those matters described above in
this Proxy Statement. However, if any other matters should properly come before the Meeting, it is intended that shares represented
by completed proxy cards will be voted in accordance with the judgment of the Board of Directors.

MISCELLANEOUS

The cost of solicitation of proxy cards will be borne by the Corporation. In addition to solicitations by mail, directors,
officers, and regular employees of the Corporation may solicit proxy cards personally or by telephone without additional compensation.

The Corporation's Annual Report to Shareholders, including financial statements, is being mailed to all shareholders of
record as of the close of business on March 17, 2003. The Annual Report is not a part of the proxy solicitation material nor is it
incorporated herein by reference.

SHAREHOLDER PROPOSALS

Shareholders proposals to be presented at the 2004 Annual Meeting must be received by the Corporate Secretary of the
Corporation no later than December 3, 2003 to be included in the proxy statement for the 2004 Annual Meeting. Any such proposals and
any nominations of candidates for election of directors must comply with the Corporation's Articles of Incorporation and the
requirements of the proxy rules adopted under the Securities Exchange Act of 1934. The Corporation expects to exercise discretionary
voting authority granted under any proxy form which is properly executed and returned to the Corporation on any matter that may
properly come before the 2004 Annual Meeting unless written notice of the matter is delivered to the Corporation at its corporate
offices, addressed to the Corporate Secretary of the Corporation, not later than April 13, 2004.

BY ORDER OF THE BOARD OF DIRECTORS

Rebecca S. Bowling
Corporate Secretary

Elizabethtown, Kentucky
April 1, 2003

Appendix
Risk Management Committee Charter

Purpose and Authority

The purposes of the Risk Management Committee (the "Committee") are to assist the Board of Directors in monitoring:

I. The Corporation's accounting and financial reporting principles and policies and internal accounting and disclosure controls
and procedures;
II. The Corporation's internal audit function;
III. The certification of the Corporation's quarterly and annual financial statements and disclosures and assessment of internal
disclosure controls by the Corporation's Chief Executive Officer (CEO) and Chief Financial Officer (CFO);
IV. The preparation of Corporation's consolidated financial statements and the independent external audit thereof; and
V. The independence of the external auditors.

The Committee shall have sole authority to appoint or replace the independent auditors (subject to, if sought or required by the
Board of Directors, shareholder ratification). The Committee shall be directly responsible for the compensation and oversight of
the independent auditors (including the resolution of disagreements between management and the independent external auditors
regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor
shall report directly to the Committee. The Committee shall be responsible for evaluating the independence of the external auditor.

The management of the Corporation is responsible for the preparation, presentation and integrity of Corporation's consolidated
financial statements. Management is responsible for maintaining appropriate accounting and financial reporting principles and
policies and internal accounting and disclosure controls and procedures designed to assure compliance with accounting standards and
applicable laws and regulations.

The independent auditors are responsible for planning and carrying out a proper audit of Corporation's annual consolidated financial
statements, reviews of Corporation's quarterly consolidated financial statements prior to the filing of each quarterly report on Form
10-Q, and other procedures.

It is not the duty or responsibility of the Risk Management Committee or its members to conduct "field work" or other types of
auditing or accounting reviews or procedures or to set auditor independence standards, and each member of the Committee shall be
entitled to rely on:

a. The integrity of those persons and organizations within and outside the Corporation from which it receives information; and

b. The accuracy of the financial and other information provided to the Committee by such persons or organizations absent actual
knowledge to the contrary (which shall be promptly reported to the Board of Directors), and representations made by
management as to any information technology, internal audit and other non-audit services provided by the independent
external auditors to the Corporation.

Composition of the Risk Management Committee

The Risk Management Committee shall be comprised of at least three members of the Board of Directors, each of whom shall meet the
independence and experience requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934, the Nasdaq Stock Market and the
rules of the Securities and Exchange Commission ("SEC"), as those requirements may be interpreted by the Corporation's Board of
Directors in its business judgment.

Each member of the Committee must be able to read and understand fundamental financial statements, including the Corporation's
consolidated balance sheet, income statement, and cash flow statement. If not required by the Nasdaq Stock Market, the Corporation
shall seek to have at least one member of the Committee who is a "financial expert" as defined by the rules of the SEC.

Members of the Risk Management Committee shall be appointed annually by majority vote of the Board of Directors and shall serve until
the next annual meeting of the Board of Directors or until their successors shall be duly qualified and appointed.

Meetings of the Risk Management Committee

The Risk Management Committee shall meet four times annually, or more frequently if circumstances dictate, to discuss with management
the annual audited financial statements and quarterly financial results and the required certifications of the CEO and CFO. At least
annually, the Committee should meet separately with the internal auditor and the independent external auditor, without any members of
management being present, to discuss any matters that the Risk Management Committee or any of these persons or firms believes should
be discussed privately.

The Risk Management Committee may request any officer or employee of the Corporation, or the Corporation's independent counsel, or
independent external auditors to attend a meeting or to meet with any members of or consultants to, the Risk Management Committee.

Members may participate in a Committee meeting by means of conference call or similar communications equipment by means of which all
persons participating in the meeting can hear each other.

Responsibilities of the Risk Management Committee

The Risk Management Committee, to the extent it deems necessary or appropriate, shall do the following:

I. Overseeing Financial Reporting and Disclosures:

a. Review of Financial Statements and Disclosures. The Risk Management Committee shall review and discuss with management and
the independent auditor the annual audited and quarterly unaudited financial statements and related disclosures to be
included in the Corporation's annual, quarterly and other SEC reports prior to filing, including the results of the
independent auditor's reviews of quarterly financial statements, and shall recommend to the Board whether the audited
financial statements and related disclosures should be included in the Corporation's Form 10-K.

b. Financial Reporting. The Risk Management Committee shall discuss with management and the independent auditor significant
financial reporting issues and judgments made in connection with the preparation of the Corporation's financial
statements, including any significant changes in the Corporation's selection or application of accounting principles,
any major issues as to the adequacy of the Corporation's internal controls and any special steps adopted in light of
material control deficiencies.

c. Critical Accounting Policies. The Risk Management Committee shall review and discuss quarterly reports from the independent
auditors on (i) all critical accounting policies and practices to be used, (ii) all alternative treatments of financial
information with within generally accepted accounting principles ("GAAP") that have been discussed with management,
ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent
auditor, and (iii) other material written communications between the independent auditor and management, such as any
management letter or schedule of unadjusted differences.

d. Disclosure of Off-Balance-Sheet Transactions. On a quarterly basis, the Risk Management Committee shall review with
management the Corporation's compliance with the SEC's disclosure requirements regarding all material off-balance-sheet
transactions, arrangements, obligations (including contingent obligations) and other relationships of the Corporation
with unconsolidated entities or other persons, that could have a material current or future effect on financial
condition, changes in financial condition, results of operations, liquidity, capital resources, or significant
components of revenues or expenses.

e. Disclosure of Non-GAAP Financial Information. On at least a quarterly basis, the Risk Management Committee review with
management the Corporation's compliance with the SEC's disclosure requirements regarding the use of non-GAAP financial
measures in SEC filings, press releases, or other disclosures.

f. Management Certification of Financial Statements and Disclosures, and Assessment of Internal Controls. The Risk Management
Committee shall review the Corporation's procedures designed to ensure that quarterly and annual financial statements
and disclosures, required to be reported to the SEC, are accurate and complete. This will include reviewing disclosures
made to the Committee by the CEO and CFO during their certification process for the Form 10-K and Form 10-Q about any
significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud
involving management or other employees who have a significant role in the Corporation's internal controls. In
reviewing and considering the quarterly and annual certifications of the CEO and CFO, the Committee shall also obtain,
review and consider any applicable reports issued by the internal auditor or the independent external auditor.

g. Real Time Issuer Disclosures. The Committee shall review the Corporation's procedures for compliance with applicable
requirements of the SEC to report to the SEC real time (prompt) disclosures of any material changes in the Corporation's
financial condition or results of operations.

II. Approval of Related Party Transactions:

The Risk Management Committee shall review and ratify all Corporation transactions with related parties, including loans and
extensions of credit, fees and commissions for services, purchases or sales of assets, rental agreements, and any other financial
arrangements. For purposes of this Committee responsibility, the definition of related parties will follow the definition of insider
loans as provided in Regulation O, of the federal banking regulations.

III. Approval of Expenses of Executive Management

All expenses of personnel defined as executive management for purposes of complying with banking regulations (Reg. O), shall be
reported to the Committee on a quarterly basis.

IV. Independence of the External Audito

The Risk Management Committee has exclusive authority to appoint or discharge the independent external auditor (subject, if
appropriate, to shareholder ratification), to determine the external auditor's compensation, and to evaluate the external auditor's
independence. The external auditors shall submit to the Committee annually a formal written statement delineating all relationships
between the external auditors and the Corporation ("Statement as to Independence"), addressing each non-audit service provided to the
Corporation.

The Committee shall pre-approve all permitted non-audit services (including the fees and terms thereof) be provided by the
independent external auditor. The pre-approval of audit and non-audit services and fees of the independent external auditor may be
documented by a member of the Risk Management Committee signing annual or periodic engagement letters that define in general terms
the type of services to be provided and the range of fees that are considered acceptable for such services, or as otherwise
documented in the minutes of the Risk Management Committee meetings. The actual compensation paid to the independent external
auditor, for all such pre-approved services and fees, are to be reported to the Risk Management Committee by management on at least a
quarterly basis.

V. Internal and External Audit Plans:

The Committee should review the annual audit plans of the internal audit division and the independent external auditor, including the
degree of coordination of the respective plans.

The Committee should inquire of the internal auditor and independent external auditor as to the extent to which the planned audit
scope can be relied upon to detect material misstatements in the consolidated financial statements and other public disclosures,
weaknesses in internal accounting and disclosure controls, and fraud. Additionally, the Committee should inquire regarding the audit
plans of the internal auditor and independent external auditor regarding electronic data processing and controls to ensure that such
plans address the related impact on financial risk and internal controls.

VI. External Audit Results

The Risk Management Committee should review with management the results of the independent external auditor's quarterly financial
statement reviews, and review with management and the independent external auditor the results of the annual financial statement
audit. The Committee should also review with management and the independent external auditor their assessment of the quality of the
Corporation's accounting principles, the adequacy of internal accounting and disclosure controls and the resolution of identified
significant deficiencies or material weaknesses and reportable conditions in internal accounting and disclosure controls. The
Committee should also review compliance with laws and regulations and other audit reports deemed significant by the Committee.

VII. Committee Reports:

The Risk Management Committee shall report regularly to the Board of Directors and shall issue a report for inclusion in the proxy
statement for the Corporation's annual meeting of shareholders as required by SEC rules. The Committee shall review and assess the
adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval. The Committee shall
annually review its own performance.

VIII. Independent External Auditor Communication With the Risk Management Committee:

It is the independent external auditor's responsibility, as required by generally accepted auditing standards, to make certain
communications to the Committee shall on at least an annual basis. Such matters include the independent external auditor's
responsibility under generally accepted auditing standards, matters pertaining to the external auditor's independence, selection of
or changes in significant accounting principles, management's judgments and significant accounting estimates, significant audit
adjustments posted or uncorrected, the external auditors responsibility and consideration of other information that accompanies the
audited consolidated financial statements, any disagreements with management, any difficulties encountered during the audit, any
consequential illegal acts or irregularities, any major issues discussed with management prior to retention of the external auditors
as auditors of the Corporation for the current fiscal year, or instances of management consultation with other accountants regarding
significant accounting or auditing matters, and any management advisory services and fees provided by the independent external
auditor.

IX. Communication of Concerns to the Independent External Auditor:

The Risk Management Committee shall be responsible for informing the independent external auditor of any serious concerns regarding
to the accuracy and integrity of the Corporation's financial reporting, any serious concerns regarding the honesty and integrity of
the Corporation's management, and any serious concerns regarding the adequacy of the Corporation's internal accounting and disclosure
controls.

X. Internal Audit Supervision:

The Risk Management Committee should review the appointment and replacement of the senior internal auditing executive or outsourced
internal audit service provider. At least annually, the Committee should evaluate the effectiveness of the internal audit function
and consider the need to make changes to ensure that the internal audit objectives are be met.

The Committee should review and approve the annual internal audit plans, monitor the completion of these plans, and approve any
changes to the annual plans. The Committee should review the periodic reports of internal audit division activities, including the
opinion of the internal audit director or outsourced service provider regarding the adequacy of the Corporation's internal accounting
and disclosure control structure. The Committee should meet with the internal audit director or outsourced service provider to
discuss the status of completion of the annual internal audit plans and the periodic internal audit reports and to consider the need
for further audit follow-up and investigation.

XI. Fraud Reporting and Handling of Complaints:

The Risk Management Committee shall have the responsibility for establishing procedures for:

a. The receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting
controls, or auditing matters; and
b. The confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or
auditing matters. The Committee shall also establish procedures to ensure that no retaliation will be allowed to occur
against anyone who reports potential fraud or a complaint in good faith.

XII. New Accounting Pronouncements:

Changes in accounting standards that have a material effect on the consolidated financial statements and new or changing regulations
which will affect compliance issues or the approach taken towards evaluating the internal control structure, should be explained to
the Committee by financial management, the internal auditor or the independent external auditor.

XII. Continuing Education:

The Committee shall consider appropriate measures to better enable Committee members to carry out their responsibilities, such as a
continuing director education program.

XIII. Legal Matters:

The Committee should meet regularly with the Corporation's general in-house legal counsel and outside legal counsel, when
appropriate, to discuss legal matters that have a significant impact on the Corporation's consolidated financial statements. An
assessment of the Corporation's legal liability should be reviewed for any pending or threatened litigation, including establishment
of any appropriate reserves or financial disclosures until the matter is adjudicated. The Committee may retain legal counsel at its
discretion without prior permission of the Board of Directors or its management at the expense of the Corporation.

XIV. Areas Requiring Special Attention:

The Committee may request detailed reports from management, the independent external auditor, or the internal auditor related to
significant matters affecting the financial reporting process, internal controls, or other areas of special interest or concern.

Authority to Engage Independent Advisors

The Risk Management Committee shall have the authority to engage independent legal counsel, auditors, or other advisors for special
audits, reviews and other procedures as it determines necessary to carry out its duties.

Funding

The Corporation shall provide appropriate funding, as determined by the Risk Management Committee, for payment of compensation -
A) To the registered independent external auditor employed by the Corporation for the purpose of rendering or issuing an audit
report; and
B) To any advisors employed by the Committee.

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