S-8

As filed with the Securities and Exchange Commission on December 30, 2005

Registration Statement No. 333-             

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

First Financial Service Corporation

(Exact name of registrant as specified in its charter)

Kentucky	61-1168311
(State of incorporation)	(IRS Employer Identification No.)

2323 Ring Road

Elizabethtown, Kentucky  42701

(Address of principal executive offices)

FIRST FINANCIAL SERVICE CORPORATION EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

B. Keith Johnson

President and CEO

FIRST FINANCIAL SERVICE CORPORATION

2323 Ring Road

Elizabethtown, Kentucky 42701-5006

(270) 765-2131

(Name and Address of agent for service)

With copy to:

Alan K. MacDonald

FROST BROWN TODD LLC

400 West Market Street, 32nd Floor

Louisville, Kentucky 40202-3363

(502) 589-5400

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, $1.00 par value per share.	100,000 shares	$	28.97	$	2,897,000	$	310.00

(1)  The number represents the number of shares authorized to be issued under the Employee Stock Purchase Plan (the “Plan”).  This registration statement shall also cover any additional Common Shares which shall become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding Common Shares.

(2)  This estimate is made solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended.  The price per share and the aggregate offering price are calculated on the basis of the average of the high and low sales prices of Registrant’s Common Shares as reported on the Nasdaq National Market, which was $28.97 on December 27, 2005.

EXPLANATION STATEMENT

This Registration Statement on Form S-8 is being filed by First Financial Service Corporation (the “Corporation”) to register 100,000 shares (the “Shares”) of the Corporation’s common stock, $1.00 par value per share, subject to issuance under the Corporation’s 2005 Employee Stock Purchase Plan (the “Plan”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act.  In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 425 of the Securities Act.  These documents, which include the statement of availability required by Item 2 of Form S-8, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

All documents subsequently filed by the Registrant pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all the securities offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this registration Statement and to be a part hereof from the date of filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

There are hereby incorporated by reference into this Registration Statement the following documents and information heretofore filed by First Financial Service Corporation of Kentucky (the “Corporation”) with the Securities and Exchange Commission (the “Commission”):

•the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004;

•the Corporation’s Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, June 30 and September 30, 2005;

•the description of the Corporation’s Common Stock on pages 25-37 of Amendment No. 1 to S-4 Registration Statement (Reg. No. 33-30582); and

•the description of the Corporation’s shareholder rights agreement included in the Corporation’s Current Report on Form 8-K filed April 17, 2003.

 Item 4.  Description of Securities.

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

Not Applicable.

Item 6.  Indemnification of Directors and Officers.

Article XVIII of the Articles of Incorporation of the Corporation provides that directors of the Corporation will be indemnified against expenses actually and reasonably incurred by them in connection with a claim or proceeding asserted because the person is or

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was a director.  Officers, employees or agents may be indemnified to the same extent as directors.  The text of Article XVIII is as follows:

ARTICLE XVIII

Indemnification

(a)Except as provided in subsection (b) hereof, the Corporation shall indemnify a director who is made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (“proceeding”), because he is or was a director against liability incurred in such proceeding if he conducted himself in good faith and he reasonably believed, (i) in the case of conduct in his official capacity with the Corporation, that his conduct was in the Corporation’s best interest and in all other cases, that his conduct was at least not opposed to its best interests; and (ii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

The Corporation shall further indemnify any director and any officer who is not a director who was wholly successful, on the merits or otherwise, in the defense of any proceedings to which he was a party because he is or was a director of the Corporation against reasonable expenses incurred by him in connection with the proceeding.

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

(c)The Corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if (i) the director furnishes the Corporation a written affirmation of his good faith belief that he has met the standard of conduct set forth in subsection (a) hereof, (2) he provides the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he is not entitled to indemnification, and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article XVIII.

(d)The Corporation may not indemnify a director hereunder unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because he has 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 consisting of directors not at the time parties to the proceeding;

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

(3)By independent special legal counsel;

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

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

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

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

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(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 extent as a director hereunder.

(g)The Corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the Corporation, or who, which 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 domestic corporation, partnership, joint venture, employee benefit plan, or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the Corporation would have power to indemnify him against the same liability hereunder.

Generally, under KRS 271B.8-500 et seq., a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if (a) he conducted himself in good faith, and (b) he reasonably believed: in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and in all other cases, that his conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

A corporation may not indemnify a director: (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

Indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

Item 7.  Exemption From Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

Exhibit No.
4.1	Articles of Incorporation of the Registrant incorporated by reference to the Corporation’s Form S-4  Registration Statement (File No. 33-30582).
4.2	Bylaws of the Registrant incorporated by reference to Exhibit 3 (b) and 4 (b) to the Corporation’s Form 10-K dated March 16, 2005.
4.3	Rights Agreement, dated as of April 15, 2003 incorporated by reference to Exhibit 4 and 10 to Form 8-K dated  April 17, 2003.
5	Opinion of Frost Brown Todd LLC.
23.1	Consent of Frost Brown Todd LLC (contained in Exhibit 5)
23.2	Consent of Crowe Chizek and Company LLC, an independent registered public accounting firm (filed herewith).
24.1	Power of Attorney (included on Signature Page).
99	First Financial Corporation Employee Stock Purchase Plan.

Item 9.  Undertakings.

(a)The undersigned Corporation hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act.

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(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the law or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Corporation pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned Corporation hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Corporation’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee stock purchase plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Corporation pursuant to the foregoing provisions, or otherwise, the Corporation has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Elizabethtown, Commonwealth of Kentucky, on this 20^th day of December, 2005.

FIRST FINANCIAL SERVICE CORPORATION
(Registrant)
By:	/s/ B. Keith Johnson
	B. Keith Johnson
	Chief Executive Officer

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints B. Keith Johnson and Gregory S. Schreacke, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to said Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title	Date
By:	/s/ B. Keith Johnson	Chief Executive Officer and Director	December 20, 2005
	B. Keith Johnson	(principal executive officer)
By:	/s/ Gregory S. Schreacke	Chief Financial Officer	December 20, 2005
	Gregory S. Schreacke	(principal financial and accounting officer)
By:	/s/ Robert M. Brown	Director	December 20, 2005
	Robert M. Brown
By:	/s/ Wreno M. Hall	Director	December 20, 2005
	Wreno M. Hall
By:	/s/ Walter D. Huddleston	Director	December 20, 2005
	Walter D. Huddleston
By:	/s/ Diane E. Logsdon	Director	December 20, 2005
	Diane E. Logsdon
By:	/s/ J. Stephen Mouser	Director	December 20, 2005
	J. Stephen Mouser
By:	/s/ John L. Newcomb, Jr.	Director	December 20, 2005
	John L. Newcomb, Jr.
By:		Director	December   , 2005
	Gail L. Schomp
By:	/s/ J. Alton Rider	Director	December 20, 2005
	J. Alton Rider
By:		Director	December    , 2005
	Donald Scheer
By:	/s/ Michael L. Thomas	Director	December 20, 2005
	Michael L. Thomas

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EXHIBIT INDEX

Exhibit No.
4.1	Articles of Incorporation of the Registrant incorporated by reference to the Corporation’s Form S-4  Registration Statement (File No. 33-30582).
4.2	Bylaws of the Registrant incorporated by reference to Exhibit 3 (b) and 4 (b) to the Corporation’s Form 10-K dated March 16, 2005.
4.3	Rights Agreement, dated as of April 15, 2003 incorporated by reference to Exhibit 4 and 10 to Form 8-K dated April 17, 2003.
5	Opinion of Frost Brown Todd LLC.
23.1	Consent of Frost Brown Todd LLC (contained in Exhibit 5)
23.2	Consent of Crowe Chizek and Company LLC, an independent registered public accounting firm (filed herewith).
24	Powers of Attorney are included on signature page of this Registration Statement
99	First Financial Corporation Employee Stock Purchase Plan.

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EX-5

Exhibit 5

Opinion of Frost Brown Todd LLC

FROST BROWN TODD LLC

Attorneys

Kentucky • Ohio • Indiana • Tennessee

December 30, 2005

First Financial Service Corporation

2323 Ring Road

Elizabethtown, KY 42701-5006

Re:Registration Statement on Form S-8

Board of Directors:

We have acted as counsel to First Financial Service Corporation (the “Corporation”) in connection with the registration of 100,000 common shares (the “Common Shares”) of the Corporation covered by the Registration Statement on Form S-8 filed by the Corporation pursuant to the Securities Act of 1933, as amended (the “Act”), to which this opinion is an exhibit, which Common Shares may be issued pursuant to the Employee Stock Purchase Plan (the “Plan”).

As such counsel, we have examined originals, or copies certified to our satisfaction, of the Plan, the Corporation’s Articles of Incorporation and Bylaws, such agreements, documents, certificates and other statements of government officials and corporate officers and representatives, and other papers as we have deemed relevant and necessary as a basis for our opinion.  In such examination we have assumed the genuineness of all documents submitted to us as originals and the conformity with the original document of documents submitted to us as copies.  In addition, as to matters of fact only, we have relied to the extent we deemed such reliance proper, upon certificates and other written statements of public officials and corporate officers of the Corporation.

Based upon and subject to the foregoing, we are of the opinion that the Common Shares have been duly and validly authorized for issuance in accordance with the terms of the Plan, and when the Common Shares are issued, delivered and paid for, in accordance with the terms of the Plan, they will be duly authorized, validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the above-mentioned Registration Statement.

Very truly yours,

FROST BROWN TODD LLC

/s/ Alan K. MacDonald

Alan K. MacDonald, Member

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of First Financial Service Corporation of our reports dated March 15, 2005 on the consolidated financial statements of First Financial Service Corporation as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004, and management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports appear in the Annual Report of First Financial Service Corporation on Form 10-K for the year ended December 31, 2004.

/s/ Crowe Chizek and Company LLC

Crowe Chizek and Company LLC

Louisville, Kentucky
December 29, 2005

EX-99

Exhibit 99

FIRST FINANCIAL SERVICE CORPORATION

EMPLOYEE STOCK PURCHASE PLAN

(Effective January 1, 2006)

Section 1 — PURPOSE

First Financial Service Corporation (the “Corporation”) hereby establishes this employee stock purchase plan (the “Plan”) for the benefit of its employees and the employees of its subsidiary, as set forth below.

The purpose of the Plan is to provide employees of the Corporation and its Subsidiaries with an opportunity to participate in the growth of the Corporation and to further align the interests of the employees with the interests of the Corporation through the purchase of shares of the Corporation’s common stock.  The Plan is intended to be an employee stock purchase plan under Section 423 of the Code (as defined below).

Section 2 — DEFINITIONS

For purposes of the Plan, the following terms shall have the meanings below unless the context clearly indicates otherwise:

2.1“Board” means the Board of Directors of the Corporation.

2.2“Common Stock” means the Corporation’s voting common stock, $1.00 par value per share.

2.3“Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

2.4“Committee” means the committee appointed by the Board, if any, pursuant to Section 6 to administer the Plan.  If no Committee has been appointed, Committee shall mean the Board.

2.5“Compensation” means the Participant’s base salary plus any overtime and commissions, excluding cash bonuses.

2.6“Eligible Employee” means any employee of the Corporation, or any Subsidiary that, with the approval of the Corporation, has elected to participate in this Plan, whose customary employment is more than twenty hours per week and more than five months in any calendar year.

2.7“Offering Period” means an offering period set by the Board pursuant to Section 5.1 during which Eligible Employees may elect to purchase Common Stock under the Plan.

2.8“Participant” means an Eligible Employee who has elected to participate in the Plan and who has not ceased participation herein.

2.9“Subsidiary” means any entity in which the Corporation owns directly or indirectly 50% or more of the voting stock, as determined in accordance with Code Section 424(f).

Section 3 — ELIGIBILITY AND PARTICIPATION

3.1Initial Eligibility.  An Eligible Employee may participate in the Plan for any Offering Period that begins after the Eligible Employee has completed 90 days of employment with the Corporation or a participating Subsidiary.

3.2Limitation on Eligibility.  Notwithstanding Section 3.1, no Eligible Employee may participate in the Plan for an Offering Period if, upon the employee’s purchase of the largest amount of shares available to him for purchase during the Offering Period, the employee would own stock, and/or hold outstanding options to purchase stock, possessing 5% or more of the total combined voting power or value of all classes of stock of the Corporation (for purposes of this paragraph, the rules of Code Section 424(d) shall apply in determining stock ownership for any employee).

Section 4 — SHARES AVAILABLE UNDER THE PLAN

4.1Shares Available.  Subject to adjustments pursuant to Section 4.3, the maximum number of shares of Common Stock that may be purchased under the Plan is 100,000.

4.2Source of Shares.  Any shares of Common Stock issued under the Plan may be issued from authorized and unissued Common Stock or from any other proper source.

4.3Adjustments in Authorized Shares.  In the event of a merger, reorganization, consolidation, recapitalization, reclassification, split-up, spin-off, separation, liquidation, stock dividend, stock split, reverse stock split, share repurchase, share combination, share exchange or other change in the corporate structure of the Corporation affecting the Common Stock, the Board may substitute or adjust the total number and class of shares of Common Stock or other stock or securities which may be issued under the Plan as it determines to be appropriate and equitable to prevent dilution or enlargement of the rights of Participants hereunder.  If any of the events referred to above occur, outstanding shares of Common Stock shall be treated like all other shares of Common Stock.

Section 5 — STOCK PURCHASES UNDER THE PLAN

5.1Offering Periods.  The Board shall, from time to time in its discretion, designate Offering Periods with a duration of up to twelve months, during which all Eligible Employees may elect to purchase stock under the Plan.  The Board may designate a maximum number of shares of Common Stock that may be purchased by each Eligible Employee during the Offering Period or restrict purchases by Eligible Employees to a set percentage of Compensation,

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provided that no Participant shall be eligible to purchase Common Stock with a value in excess of $25,000 in any calendar year.  During each Offering Period, each Eligible Employee may elect to purchase Common Stock in accordance with the rules set by the Committee for that offering period.

5.2Payroll Deductions.  The Committee may, in its discretion, allow or require Eligible Employees to purchase stock during an Offering Period by payroll deduction.  If payroll deduction is available during an Offering Period, an Eligible Employee shall signify his election to participate in the Plan for the Offering Period by completing a form provided by the Committee (the “Election Form”) and returning it to the Committee by the date indicated thereon.  No interest shall be paid on amounts withheld from a Participant’s pay during an Offering Period.

5.3Purchase Price.

(a)Purchases of Common Stock under the Plan shall occur on the last day of each Offering Period (the “Purchase Date”).  The purchase price (the “Purchase Price”) of each share of Common Stock will be 95% of the closing price of the Common Stock on the last day of the Offering Period, or the nearest prior business day on which trading occurred, on any established stock exchange or national market system, or the exchange with the greatest volume of trading in the Common Stock, for the nearest prior business day on which trading occurred.

(b)If no closing trading price is listed on any of the dates referenced in Section 5.3(a), the Committee may determine the fair market value of the Common Stock on that date, on such basis as it deems appropriate.

5.4Fractional Shares.  Fractional shares may be issued under the Plan.  Any accumulated payroll deductions which are not used to purchase shares will be returned to the Participant promptly after the last day of the Offering Period, without interest.

5.5Issuance of Common Stock.  The purchase of Common Stock pursuant to the Plan will be effective as of the Purchase Date and the shares of Common Stock purchased will be deemed outstanding as of such date and will be registered in book entry form on the registration books maintained by the Corporation’s transfer agent.

5.6Termination of Employment or Death of the Participant.  In the event a Participant ceases to be an employee of the Corporation or a Subsidiary (except in the case of transfer from one of such companies to another) for any reason, including death, prior to the end of an Offering Period, all amounts deducted by the Corporation from the Participant’s Compensation or otherwise paid by the Participant toward the purchase of Common Stock during the Offering Period and prior to the date of termination shall be used to purchase shares of Common Stock on the next Purchase Date.  Notwithstanding the preceding sentence, if a Participant was not an employee of the Corporation or a Subsidiary during the 90-day period preceding the Purchase Date, the Corporation shall return all amounts withheld from pay or paid to the Corporation for the purchase of Common Stock during the Offering Period and no Common Stock shall be issued to such Participant or the Participant’s heirs under this Plan.  In

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the event of a Participant’s death, the Common Stock to be issued under this Section 5.6, if any, and any other rights of the Participant with respect to an Offering Period, shall be issued to or exercised by the Participant’s surviving spouse, or if the Participant is not survived by a spouse, the Participant’s estate.

Section 6 — ADMINISTRATION

6.1Governance.  This Plan shall be administered by the Board, provided that the Board may appoint a Committee to carry out its administrative duties under the Plan.  If a Committee is appointed by the Board, the following provisions shall apply.  The number of Committee members shall be determined by the Board.  The Board shall add or remove members from the Committee as the Board sees fit, and vacancies shall be filled by the Board.  The Committee shall select one of its members as the chairperson of the Committee and shall hold meetings at such times and places as it may determine.  The Committee may appoint a secretary and, subject to the provisions of the Plan and to policies determined by the Board, may make such rules and regulations for the conduct of its business as it shall deem advisable.  Unanimous written action of the Committee may be taken by its members, and actions so taken shall be fully effective as if taken by a vote of a majority of the members at a meeting duly called and held.  A majority of Committee members shall constitute a quorum for purposes of meeting.  The act of a majority of the members present at any meeting for which there is a quorum shall be a valid act of the Committee.

6.2Committee to Interpret Plan.  Subject to the express terms and conditions of the Plan, the Committee shall have sole power to (i) construe and interpret the Plan; (ii) establish, amend or waive rules for its administration; and (iii) correct any inconsistencies in the Plan.

6.3Exculpation.  No member of the Board or the Committee, nor any officer or employee acting on their behalf, shall be liable for actions, determinations or interpretations made in good faith with respect to the Plan.  All members of the Board and the Committee and each officer or employee of the Corporation acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Corporation with respect to any such action, determination or interpretation.

6.4Decisions Binding.  All determinations and decisions made by the Board or the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, including the Corporation, its shareholders, Participants and their estates and beneficiaries.

Section 7 — NO ASSIGNMENT

No Participant may assign or transfer any rights under the Plan to any other person, nor delegate any duties of the Participant.  Any attempted assignment or delegation by the Participant is void and shall have no effect.

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Section 8 — AMENDMENT, MODIFICATION AND TERMINATION

8.1Right to Amend, Modify and Terminate.  The Board may, at any time, amend, modify or terminate the Plan.

Section 9 —  GENERAL PROVISIONS

9.1Not a Contract of Employment.  Neither the Plan, nor any action taken under the Plan, shall be construed as conferring upon a Participant any right to continue as an employee of the Corporation or a Subsidiary.

9.2Withholding.  The Corporation shall be entitled to take whatever steps it deems necessary to satisfy its federal, state and local taxes withholding obligations under applicable law, if any, with respect to the Plan.

9.3Restrictions on Sale of Stock.  The Committee may require Participants receiving Common Stock under the Plan to represent to and agree with the Corporation in writing that the Participant is acquiring the shares for investment without a view to distribution thereof.  No shares shall be issued or transferred unless the Committee determines, in its sole discretion, that such issuance or transfer complies with all relevant provisions of law, including but not limited to, the (i) limitations, if any, imposed in the state of issuance or transfer, (ii) restrictions, if any, imposed by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, and (iii) requirements of any stock exchange upon which the Corporation’s shares may then be listed.  The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.

9.4Governing Law.  To the extent not preempted by federal law, the Plan shall be governed by, and construed in accordance with, the laws of the Commonwealth of Kentucky without regard to its conflicts of laws rules.

9.5Gender and Number.  Except where otherwise indicated by the context, reference to the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural.

9.6Severability.  In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

9.7Not a Shareholder.  No person entitled to purchase Common Stock with respect to an Offering Period hereunder will have any rights as a shareholder of the Corporation with respect to the Common Stock to be purchased during an Offering Period until such person has become the holder of record of such shares of Common Stock on the Corporation’s corporate records.

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9.8Headings.  The headings in this Plan have been inserted solely for convenience of reference and shall not be considered in the interpretation or construction of this Plan.

Section 10 — EFFECTIVE DATE AND TERM OF PLAN

The Plan shall be effective on the date (the “Effective Date”) when the Board adopts the Plan subject to approval of the Plan by the shareholders of the Corporation within 12 months after the Effective Date.  The Plan shall begin on the Effective Date and shall continue until all Common Stock authorized for issuance under Section 4 has been issued under the Plan or until the Board terminates the Plan, if sooner.

IN WITNESS WHEREOF, the Corporation has caused this Plan to be executed by the undersigned officer this 21st day of June, 2005.

FIRST FINANCIAL SERVICE CORPORATION
By:	/s/ B. Keith Johnson
Title:	President and CEO
Date:	June 21, 2005

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