<DOCUMENT>
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<FILENAME>kentuckyaddproxoct-05.txt
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                            SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ]    Preliminary Proxy Statement
[ ]    Confidential, for use of the Commission Only (as permitted by
       Rule 14a-6(e)(2))
[ ]    Definitive Proxy Statement
[X]    Definitive Additional Materials
[ ]    Soliciting Material Pursuant to Section 240.14a-12

                         KENTUCKY FIRST FEDERAL BANCORP
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]     No fee required.
[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)      Title of each class of securities to which transaction applies:
        N/A
        ------------------------------------------------------------------------
2)      Aggregate number of securities to which transaction applies:
        N/A
        ------------------------------------------------------------------------
3)      Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11(set forth the amount on which the
        filing fee is calculated and state how it was determined):
        N/A
        ------------------------------------------------------------------------
4)      Proposed maximum aggregate value of transaction:
        N/A
        ------------------------------------------------------------------------
5)      Total Fee paid:
        N/A
        ------------------------------------------------------------------------
[ ]     Fee paid previously with preliminary materials.

[ ]     Check box if any part of the fee is offset as provided by Exchange
        Act Rule 0-11(a)(2) and identify the filing for which the offsetting
        fee was paid previously. Identify the previous filing by registration
        statement number, or the Form or Schedule and the date of its filing.

        1)      Amount Previously Paid:
                N/A
                ----------------------------------------------------------------
        2)      Form, Schedule or Registration Statement No.:
                N/A
                ----------------------------------------------------------------
        3)      Filing Party:
                N/A
                ----------------------------------------------------------------
        4)      Date Filed:
                N/A
                ----------------------------------------------------------------


<PAGE>




                 [LETTERHEAD OF KENTUCKY FIRST FEDERAL BANCORP]


                                October 24, 2005



Dear Stockholder:

         Previously we mailed to you definitive proxy materials for our
inaugural Annual Meeting of Stockholders (the "Annual Meeting") of Kentucky
First Federal Bancorp (the "Company") to be held at the First Federal Center on
the Campus of Hazard Community and Technical College located at One Community
College Drive, Hazard, Kentucky on Tuesday, November 15, 2005, at 3:30 p.m.,
Eastern time.

         One of the proposals stockholders will be voting on at the Annual
Meeting is a proposal to approve the Kentucky First Federal Bancorp 2005 Equity
Incentive Plan (the "2005 Plan"). The proxy materials we previously sent you
contemplated that the 2005 Plan would be attached as Appendix C. However, due to
an inadvertent oversight, we omitted the 2005 Plan from the proxy materials
previously sent to you. Accordingly, we are enclosing a copy of the 2005 Plan
with this letter.

         In addition, we are enclosing a form of proxy. ON BEHALF OF THE BOARD
OF DIRECTORS, WE URGE YOU TO SIGN, DATE AND RETURN THE ACCOMPANYING FORM OF
PROXY AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL
MEETING. Your vote is important, regardless of the number of shares you own.
This will not prevent you from voting in person but will assure that your vote
is counted if you are unable to attend the meeting.

         On behalf of the Board of Directors and all the employees of the
Company and First Federal of Hazard and First Federal of Frankfort, I wish to
thank you for your continued support.

          Sincerely,                             Sincerely,

          /s/ Tony D. Whitaker                   /s/ Don D. Jennings

          Tony D. Whitaker                       Don D. Jennings
          CHAIRMAN OF THE BOARD AND              PRESIDENT AND
          CHIEF EXECUTIVE OFFICER                CHIEF OPERATING OFFICER

<PAGE>


                                                                      APPENDIX C

                         KENTUCKY FIRST FEDERAL BANCORP
                           2005 EQUITY INCENTIVE PLAN

                                    ARTICLE 1
                                     PURPOSE

         The purpose of the Kentucky First Federal Bancorp 2005 Equity Incentive
Plan (the "Plan") is to promote the success and enhance the value of Kentucky
First Federal Bancorp (the "Company"), by linking the personal financial and
economic interests of employees, officers and directors of the Company or any
Affiliate (as defined below) to those of Company shareholders and by providing
such persons with an incentive for outstanding performance. The Plan is further
intended to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of employees, officers and directors upon whose
judgment, interest, and special effort the successful conduct of the Company's
operation is largely dependent. Accordingly, the Plan permits the grant of
equity incentive awards from time to time to selected employees, officers and
directors of the Company and its Affiliates.

                                    ARTICLE 2
                                   DEFINITIONS

         When a word or phrase appears in this Plan with the initial letter
capitalized, and the word or phrase does not commence a sentence, the word or
phrase shall generally be given the meaning ascribed to it in this Article 2
unless a clearly different meaning is required by the context. The following
words and phrases shall have the following meanings:

         "AFFILIATE" means an entity that directly or through one or more
intermediaries controls, is controlled by or is under common control with, the
Company, as determined by the Committee.

         "AWARD" means any Option or Restricted Stock Award granted to a
Participant under the Plan.

         "AWARD AGREEMENT" means a written document, in such form as the
Committee prescribes from time to time, setting forth the terms and conditions
of an Award.

         "BOARD OF DIRECTORS" means the Board of Directors of the Company.

         "CHANGE IN CONTROL" means the occurrence of any one of the following
events:

         (1)      MERGER: The Company merges into or consolidates with another
                  ------
                  corporation, or merges another corporation into the Company,
                  and, as a result, less than a majority of the combined voting
                  power of the resulting corporation immediately after the
                  merger or consolidation is held by persons who were
                  stockholders of the Company immediately before the merger or
                  consolidation.

         (2)      ACQUISITION OF SIGNIFICANT SHARE OWNERSHIP: A report on
                  ------------------------------------------
                  Schedule 13D or another form or schedule (other than Schedule
                  13G) is filed or is required to be filed under Sections 13(d)
                  or 14(d) of the Securities Exchange Act of 1934, if the
                  schedule discloses that the filing person or persons acting in
                  concert has or have become the beneficial owner of 25% or more
                  of a class of the Company's voting securities, but this clause
                  (b) shall not apply to beneficial ownership of Company voting
                  shares held in a fiduciary capacity by an entity of which the
                  Company directly or indirectly beneficially owns fifty percent
                  (50%) or more of its outstanding voting securities;


                                      C-1

<PAGE>


         (3)      CHANGE IN BOARD COMPOSITION: During any period of two
                  ---------------------------
                  consecutive years, individuals who constitute the Company's
                  Board of Directors at the beginning of the two-year period
                  cease for any reason to constitute at least a majority of the
                  Company's Board of Directors; provided, however, that for
                  purposes of this clause (3), each director who is first
                  elected by the board (or first nominated by the board for
                  election by the stockholders) by a vote of at least two-thirds
                  of the directors who were directors at the beginning of the
                  two-year period shall be deemed to have also been a director
                  at the beginning of such period; or

         (4)      SALE OF ASSETS:  The Company sells to a third party all or
                  --------------
                  substantially all of its assets.

         Notwithstanding anything in this Plan to the Contrary, in no event
shall the full conversion of First Federal MHC, or any successor corporation, to
the stock form of ownership under applicable regulations, constitute a Change in
Control.

         "CHANGE IN CONTROL PRICE" means the highest price per share of Shares
offered in conjunction with any transaction resulting in a Change in Control (as
determined in good faith by the Committee if any part of the offered price is
payable other than in cash) or, in the case of a Change in Control occurring
solely by reason of a change in the composition of the Board of Directors, the
highest Fair Market Value of the Shares on any of the thirty (30) trading days
immediately preceding the date on which a Change in Control occurs.

         "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

         "COMMITTEE" means the committee of the Board of Directors described in
Article 4 of the Plan.

         "COMPANY" means Kentucky First Federal Bancorp, or any successor
corporation.

         "CONTINUOUS STATUS AS A PARTICIPANT" means the absence of any
interruption or termination of service as an employee, officer or director of
the Company or any Affiliate, as applicable. Continuous service shall not be
considered interrupted in the case of sick leave, military leave or any other
absence approved by the Company or an Affiliate, in the case of transfers
between payroll locations or between the Company, an Affiliate or a successor or
performance of services in an emeritus advisory or consulting capacity;
provided, however, that for purposes of an Incentive Stock Option, "Continuous
Status as a Participant" means the absence of any interruption or termination of
service as an employee of the Company or any Parent or Subsidiary, as
applicable.

         "COVERED EMPLOYEE" means a covered employee as defined in Section
162(m)(3) of the Code.

         "DISABILITY" shall mean any illness or other physical or mental
condition of a Participant that renders the Participant incapable of performing
his customary and usual duties for the Company, or any medically determinable
illness or other physical or mental condition resulting from a bodily injury,
disease or mental disorder which, in the judgment of the Committee, is permanent
and continuous in nature. The Committee may require such medical or other
evidence as it deems necessary to judge the nature and permanency of the
Participant's condition. Notwithstanding the above, with respect to an Incentive
Stock Option, Disability shall mean Permanent and Total Disability as defined in
Section 22(e)(3) of the Code.


                                      C-2

<PAGE>


         "EFFECTIVE DATE" has the meaning assigned such term in Section 3.1 of
the Plan.

         "ELIGIBLE PARTICIPANT" means an employee, officer or director of the
Company or any Affiliate.

         "EXCHANGE" means any national securities exchange on which the Stock
may from time to time be listed or traded.

         "FAIR MARKET VALUE" on any date, means: (i) if the Stock is listed on
an Exchange, the closing sales price on such exchange or over such system on
such date or, in the absence of reported sales on such date, the closing sales
price on the immediately preceding date on which sales were reported, or (ii) if
the Stock is not listed on a securities exchange, Fair Market Value shall mean a
price determined by the Committee in good faith on the basis of objective
criteria.

         "GRANT DATE" means the date an Award is made by the Committee.

         "INCENTIVE STOCK OPTION" means an Option that is intended to be an
incentive stock option and meets the requirements of Section 422 of the Code or
any successor provision thereto.

         "NON-EMPLOYEE DIRECTOR" means a director of the Company or an Affiliate
who is not a common law employee of the Company or an Affiliate.

         "NONSTATUTORY STOCK OPTION" means an Option that is not an Incentive
Stock Option.

         "OPTION" means a right granted to a Participant under Article 7 of the
Plan to purchase Stock at a specified price during specified time periods. An
Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.

         "PARENT OR SUBSIDIARY" means a "parent" or "subsidiary" as such terms
are defined in Sections 424(e) and (f) of the Code.

          "PARTICIPANT" means a person who, as an employee, officer or director
of the Company or any Affiliate, has been granted an Award under the Plan;
provided that, in the case of the death of a Participant, the term "Participant"
refers to a beneficiary designated pursuant to Section 9.3 of the Plan or the
legal guardian or other legal representative acting in a fiduciary capacity on
behalf of the Participant under applicable state law and court supervision.

         "PLAN" means the Kentucky First Federal Bancorp 2005 Equity Incentive
Plan, as amended from time to time.

         "RESTRICTED STOCK AWARD" means Stock granted to a Participant under
Article 8 of the Plan that is subject to certain restrictions and to risk of
forfeiture.

         "SHARES" means shares of the Company's Stock. If there has been an
adjustment or substitution pursuant to Article 10 of the Plan, the term "Shares"
shall also include any shares of stock or other securities that are substituted
for Shares or into which Shares are adjusted pursuant to Article 10 of the Plan.

         "STOCK" means the common stock of the Company, par value $0.01, and
such other securities of the Company as may be substituted for Stock pursuant to
Article 10 of the Plan.

         "1933 ACT" means the Securities Act of 1933, as amended from time to
time.


                                      C-3

<PAGE>



         "1934 ACT" means the Securities Exchange Act of 1934, as amended from
time to time.

                                    ARTICLE 3
                             EFFECTIVE TERM OF PLAN

         3.1      EFFECTIVE DATE. The Plan shall be effective as of the date it
is approved by the shareholders of the Company (the "Effective Date").

         3.2      TERMINATION OF PLAN. The Plan shall terminate on the tenth
(10th) anniversary of the Effective Date. The termination of the Plan on such
date shall not affect the validity of any Award outstanding on the date of
termination.

                                    ARTICLE 4
                                 ADMINISTRATION

         4.1      COMMITTEE. The Plan shall be administered by a Committee
appointed by the Board of Directors (which Committee shall consist of at least
two disinterested directors) or, at the discretion of the Board from time to
time, the Plan may be administered by the Board of Directors. It is intended
that at least two of the directors appointed to serve on the Committee shall be
"non-employee directors" (within the meaning of Rule 16b-3 promulgated under the
1934 Act) and "outside directors" (within the meaning of Code Section 162(m) and
the regulations thereunder) and that any such members of the Committee who do
not so qualify shall abstain from participating in any decision to make or
administer Awards that are made to Eligible Participants who at the time of
consideration for such Award (i) are persons subject to the short-swing profit
rules of Section 16 of the 1934 Act, or (ii) are reasonably anticipated to
become Covered Employees during the term of the Award. However, the mere fact
that a Committee member shall fail to qualify under either of the foregoing
requirements or shall fail to abstain from such action shall not invalidate any
Award made by the Committee which Award is otherwise validly made under the
Plan. The members of the Committee shall be appointed by, and may be changed at
any time and from time to time in the discretion of, the Board of Directors. The
Board of Directors may reserve for itself any or all of the authority and
responsibility of the Committee under the Plan or may act as administrator of
the Plan for any and all purposes. To the extent the Board of Directors has
reserved any authority and responsibility or during any time that the Board of
Directors is acting as administrator of the Plan, it shall have all the powers
of the Committee hereunder, and any reference herein to the Committee (other
than in this Section 4.1) shall include the Board of Directors. To the extent
any action of the Board of Directors under the Plan conflicts with actions taken
by the Committee, the actions of the Board of Directors shall control.

         4.2      ACTION AND INTERPRETATIONS BY THE COMMITTEE. For purposes of
administering the Plan, the Committee may from time to time adopt rules,
regulations, guidelines and procedures for carrying out the provisions and
purposes of the Plan and make such other determinations, not inconsistent with
the Plan, as the Committee may deem appropriate. The Committee's interpretation
of the Plan, any Awards granted under the Plan, any Award Agreement and all
decisions and determinations by the Committee with respect to the Plan are
final, binding, and conclusive on all parties. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or any
Affiliate, the Company's or an Affiliate's independent certified public
accountants, Company counsel or any executive compensation consultant or other
professional retained by the Company to assist in the administration of the
Plan.


                                      C-4

<PAGE>


         4.3      AUTHORITY OF COMMITTEE. Except as provided below, the
Committee has the exclusive power, authority and discretion to:

         (a)      Grant Awards;

         (b)      Designate Participants;

         (c)      Determine the type or types of Awards to be granted to each
                  Participant;

         (d)      Determine the number of Awards to be granted and the number of
                  Shares to which an Award will relate;

         (e)      Determine the terms and conditions of any Award granted under
                  the Plan, including but not limited to, the exercise price,
                  any restrictions or limitations on the Award, any schedule for
                  lapse of forfeiture restrictions or restrictions on the
                  exercisability of an Award, and accelerations or waivers
                  thereof, based in each case on such considerations as the
                  Committee in its sole discretion determines;

         (f)      Accelerate the vesting, exercisability or lapse of
                  restrictions of any outstanding Award in accordance with
                  Articles 9 and 10 of the Plan, based in each case on such
                  considerations as the Committee in its sole discretion
                  determines;

         (g)      Prescribe the form of each Award Agreement, which need not be
                  identical for each Participant;

         (h)      Decide all other matters that must be determined in connection
                  with an Award;

         (i)      Establish, adopt or revise any rules, regulations, guidelines
                  or procedures as it may deem necessary or advisable to
                  administer the Plan;

         (j)      Make all other decisions and determinations that may be
                  required under the Plan or as the Committee deems necessary or
                  advisable to administer the Plan;

         (k)      Amend the Plan or any Award Agreement as provided herein.

         Notwithstanding the above, the Board of Directors or the Committee may
also delegate, to the extent permitted by applicable law, to one or more
officers of the Company, the Committee's authority under subsections (a) through
(h) above, pursuant to a resolution that specifies the total number of Options
or Restricted Stock Awards that may be granted under the delegation, provided
that no officer may be delegated the power to designate himself or herself as a
recipient of such Awards; and provided further that no delegation of its duties
and responsibilities may be made to officers of the Company with respect to
Awards to Eligible Participants who as of the Grant Date are persons subject to
the short-swing profit rules of Section 16 of the 1934 Act, or who as of the
Grant Date are reasonably anticipated to be become Covered Employees during the
term of the Award. The acts of such delegates shall be treated hereunder as acts
of the Committee and such delegates shall report to the Committee regarding the
delegated duties and responsibilities.


                                      C-5

<PAGE>


         4.4      AWARD AGREEMENTS.  Each Award shall be evidenced by an Award
Agreement. Each Award Agreement shall include such provisions, not inconsistent
with the Plan, as may be specified by the Committee.

                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

         5.1      NUMBER OF SHARES. Subject to adjustment as provided in Article
10 of the Plan, the aggregate number of Shares reserved and available for
issuance pursuant to Awards granted under the Plan shall be 589,702.

         5.2      SHARE COUNTING.

         (a)      To the extent that an Award is canceled, terminates, expires,
                  is forfeited or lapses for any reason, any unissued Shares
                  subject to the Award will again be available for issuance
                  pursuant to Awards granted under the Plan.

         (b)      If the exercise price of an Option is satisfied by delivering
                  Shares to the Company (by either actual delivery or
                  attestation), only the number of Shares issued in excess of
                  the delivery or attestation shall be considered for purposes
                  of determining the number of Shares remaining available for
                  issuance pursuant to Awards granted under the Plan.

         (c)      To the extent that the full number of Shares subject to an
                  Option is not issued upon exercise of the Option for any
                  reason (other than Shares used to satisfy an applicable tax
                  withholding obligation), only the number of Shares issued and
                  delivered upon exercise of the Option shall be considered for
                  purposes of determining the number of Shares remaining
                  available for issuance pursuant to Awards granted under the
                  Plan. Nothing in this subsection shall imply that any
                  particular type of cashless exercise of an Option is permitted
                  under the Plan, that decision being reserved to the Committee
                  or other provisions of the Plan.

         5.3      STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award
may consist, in whole or in part, of authorized and unissued Stock, treasury
Stock or Stock purchased on the open market.

         5.4      LIMITATION ON AWARDS. Notwithstanding any provision in the
Plan to the contrary (but subject to adjustment as provided in Section 10.1),
the maximum number of Shares that may be delivered pursuant to Options under the
Plan is 421,216 and the maximum number of Shares that may be delivered pursuant
to Award of Restricted Stock under the Plan is 168,486. The maximum number of
Shares with respect to which more Options may be granted during any one calendar
year under the Plan to any one Participant shall be 105,304.

                                    ARTICLE 6
                                   ELIGIBILITY

         Awards may be granted only to Eligible Participants; except that
Incentive Stock Options may be granted only to Eligible Participants who are
employees of the Company or a Parent or Subsidiary of the Company.



                                      C-6

<PAGE>


                                    ARTICLE 7
                                  STOCK OPTIONS

         7.1      GENERAL. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

         (a)      EXERCISE PRICE. The exercise price of an Option shall not be
                  less than the Fair Market Value as of the Grant Date.

         (b)      TIME AND CONDITIONS OF EXERCISE. The Committee shall determine
                  the time or times at which an Option may be exercised in whole
                  or in part, subject to Section 7.1(d) of the Plan. The
                  Committee shall also determine the conditions, if any, that
                  must be satisfied before all or part of an Option may be
                  exercised or vested. The Committee may waive any exercise or
                  vesting provisions at any time in whole or in part based upon
                  factors as the Committee may determine in its sole discretion
                  so that the Option becomes exercisable or vested at an earlier
                  date.

         (c)      PAYMENT. The Committee shall determine the methods by which
                  the exercise price of an Option may be paid, the form of
                  payment, including, without limitation, cash, Shares, or other
                  property (including "cashless exercise" arrangements), and the
                  methods by which Shares shall be delivered or deemed to be
                  delivered to Participants.

         (d)      EXERCISE TERM. In no event may any Option be exercisable for
                  more than ten years from the Grant Date.

         7.2      INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock
Options granted under the Plan must comply with the following additional rules:

         (a)      LAPSE OF OPTION. Subject to any earlier termination provision
                  contained in the Award Agreement, an Incentive Stock Option
                  shall lapse upon the earliest of the following circumstances;
                  provided, however, that the Committee may, prior to the lapse
                  of the Incentive Stock Option under the circumstances
                  described in subsections (3), (4) or (5) below, provide in
                  writing that the Option will extend until a later date, but if
                  an Option is so extended and is exercised after the dates
                  specified in subsections (3) and (4) below, it will
                  automatically become a Nonstatutory Stock Option:

                  (1)      The expiration date set forth in the Award Agreement.

                  (2)      The tenth anniversary of the Grant Date.

                  (3)      Three months after termination of the Participant's
                           Continuous Status as a Participant for any reason
                           other than the Participant's Disability or death.

                  (4)      One year after the Participant's Continuous Status as
                           a Participant by reason of the Participant's
                           Disability.

                  (5)      One year after the termination of the Participant's
                           death if the Participant dies while employed, or
                           during the three-month period described in paragraph
                           (3) or during the one-year period described in
                           paragraph (4) and before the Option otherwise lapses.


                                      C-7

<PAGE>


                  Unless the exercisability of the Incentive Stock Option is
                  accelerated as provided in Articles 9 or 10 of the Plan, if a
                  Participant exercises an Option after termination of
                  employment, the Option may be exercised only with respect to
                  the Shares that were otherwise vested on the Participant's
                  termination of employment. Upon the Participant's death, any
                  exercisable Incentive Stock Options may be exercised by the
                  Participant's beneficiary, determined in accordance with
                  Section 9.3 of the Plan.

         (b)      INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair Market Value
                  (determined as of the Grant Date) of all Shares with respect
                  to which Incentive Stock Options are first exercisable by a
                  Participant in any calendar year may not exceed $100,000.00
                  (or any higher value as may be permitted under Section 422 of
                  the Code).

         (c)      TEN PERCENT OWNERS. No Incentive Stock Option shall be granted
                  to any individual who, at the Grant Date, owns stock
                  possessing more than ten percent (10%) of the total combined
                  voting power of all classes of stock of the Company or any
                  Parent or Subsidiary unless the exercise price per share of
                  such Option is at least 110% of the Fair Market Value per
                  Share at the Grant Date and the Option expires no later than
                  five years after the Grant Date.

         (d)      EXPIRATION OF AUTHORITY TO GRANT INCENTIVE STOCK OPTIONS. No
                  Incentive Stock Option may be granted pursuant to the Plan
                  after the day immediately prior to the tenth anniversary of
                  the date the Plan was approved by shareholders, or the
                  termination of the Plan, if earlier.

         (e)      RIGHT TO EXERCISE. During a Participant's lifetime, an
                  Incentive Stock Option may be exercised only by the
                  Participant or, in the case of the Participant's Disability,
                  by the Participant's guardian or legal representative.

         (f)      ELIGIBLE GRANTEES. The Committee may not grant an Incentive
                  Stock Option to a person who is not at the Grant Date an
                  employee of the Company or of an Affiliate.

                                    ARTICLE 8
                                RESTRICTED STOCK

         8.1      GRANT OF RESTRICTED STOCK. The Committee is authorized to make
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee. An Award of Restricted
Stock shall be evidenced by an Award Agreement setting forth the terms,
conditions, and restrictions applicable to the Award.

         8.2      ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject
to such restrictions on transferability and other restrictions as the Committee
may impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter. Except as otherwise provided in an Award Agreement, the
Participant shall have all of the rights of a shareholder with respect to the
Restricted Stock.

         8.3      FORFEITURE. Except as otherwise determined by the Committee at
the time of the grant of the Award or thereafter, upon termination of Continuous
Status as a Participant during the applicable restriction period, Restricted
Stock that is at that time subject to restrictions shall be forfeited; provided,


                                      C-8

<PAGE>


however, that the Committee may provide in any Award Agreement that restrictions
or forfeiture conditions relating to Restricted Stock will be waived in whole or
in part in the event of terminations resulting from death or disability or in
connection with a Change in Control, and the Committee may in other cases waive
in whole or in part restrictions or forfeiture conditions relating to Restricted
Stock.

         8.4      DELIVERY OF RESTRICTED STOCK. Unless otherwise held in a trust
and registered in the name of the trustee, reasonably promptly after the Grant
Date with respect to shares of Restricted Stock, the Company shall cause to be
issued a stock certificate, registered in the name of the Participant to whom
the Restricted Stock was granted, evidencing such shares. Each such stock
certificate shall bear the following legend:

                  "The transferability of this certificate and the shares of
                  stock represented hereby are subject to the restrictions,
                  terms and conditions (including forfeiture provisions and
                  restrictions against transfer) contained in the Kentucky First
                  Federal Bancorp 2005 Equity Incentive Plan and Award Agreement
                  entered into between the registered owner of such shares and
                  Kentucky First Federal Bancorp or its Affiliates. A copy of
                  the Plan and Award Agreement is on file in the office of the
                  Corporate Secretary of Kentucky First Federal Bancorp".

         Such legend shall not be removed until the Participant vests in such
shares pursuant to the terms of the Plan and Award Agreement. Each certificate
issued pursuant to this Section 8.4, in connection with a Restricted Stock
Award, shall be held by the Company or its Affiliates, unless the Committee
determines otherwise.

         8.5      VOTING RIGHTS. Unless otherwise determined by the Committee at
the time of grant, a Participant holding Restricted Stock shall be entitled to
exercise full voting rights with respect to those Shares during the restriction
period.

         8.6      DIVIDENDS AND OTHER DISTRIBUTIONS. During the restriction
period, a Participant holding Restricted Stock may, if the Committee so
determines, be credited with dividends paid with respect to the underlying
Shares. Such dividends shall be paid to the Participant at times determined by
the Committee in its sole discretion. The Committee may apply any restrictions
to the dividends that the Committee deems appropriate.

                                    ARTICLE 9
                     GENERAL PROVISIONS APPLICABLE TO AWARDS

         9.1      TERM OF AWARD. The term of each Award shall be for the period
as determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option exceed a period of ten years from its Grant Date (or, if
Section 7.2(c) applies, five years from its Grant Date).

         9.2      LIMITS ON TRANSFER. No right or interest of a Participant in
any unexercised or restricted Award may be pledged, encumbered, or hypothecated
to or in favor of any party other than the Company or an Affiliate, or shall be
subject to any lien, obligation, or liability of such Participant to any other
party other than the Company or an Affiliate. No unexercised or restricted Award
shall be assignable or transferable by a Participant other than by will or the
laws of descent and distribution or, except in the case of an Incentive Stock
Option, pursuant to a domestic relations order that would satisfy Section
414(p)(1)(A) of the Code if that Code Section applied to an Award under the
Plan; provided, however, that the Committee may (but need not) permit other
transfers where the Committee concludes that such transferability (i) does not


                                      C-9

<PAGE>


result in accelerated taxation, (ii) does not cause any Option intended to be an
Incentive Stock Option to fail to be described in Code Section 422(b), and (iii)
is otherwise appropriate and desirable, taking into account any factors deemed
relevant, including without limitation, state or federal tax or securities laws
applicable to transferable Awards.

         9.3      BENEFICIARIES. Notwithstanding Section 9.2 of the Plan, a
Participant may, in the manner determined by the Committee, designate a
beneficiary to exercise the rights of the Participant and to receive any
distribution with respect to any Award upon the Participant's death. A
beneficiary, legal guardian, legal representative, or other person claiming any
rights under the Plan is subject to all terms and conditions of the Plan and any
Award Agreement applicable to the Participant, except to the extent the Plan and
Award Agreement otherwise provide, and to any additional restrictions deemed
necessary or appropriate by the Committee. If no beneficiary has been designated
or survives the Participant, payment shall be made to the Participant's estate.
Subject to the foregoing, a beneficiary designation may be changed or revoked by
a Participant at any time provided the change or revocation is filed with the
Committee.

         9.4      STOCK CERTIFICATES. All Stock issuable under the Plan is
subject to any stop-transfer orders and other restrictions as the Committee
deems necessary or advisable to comply with federal or state securities laws,
rules and regulations and the rules of any national securities exchange or
automated quotation system on which the Stock is listed, quoted, or traded. The
Committee may place legends on any Stock certificate or issue instructions to
the transfer agent to reference restrictions applicable to the Stock.

         9.5      ACCELERATION UPON DEATH OR DISABILITY. Except as otherwise
provided in the Award Agreement, upon the Participant's death or Disability
during his or her Continuous Status as a Participant, all of such Participant's
outstanding Options and other Awards in the nature of rights that may be
exercised shall become fully exercisable and all time-based vesting restrictions
on the Participant's outstanding Awards shall lapse. Any Awards shall thereafter
continue or lapse in accordance with the other provisions of the Plan and the
Award Agreement. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(b) of the Plan,
the excess Options shall be deemed to be Nonstatutory Stock Options.

         9.6      TERMINATION OF EMPLOYMENT. Whether military, government or
other service or other leave of absence shall constitute a termination of
employment shall be determined in each case by the Committee at its discretion,
and any determination by the Committee shall be final and conclusive. A
Participant's Continuous Status as a Participant shall not be deemed to
terminate in a circumstance in which a Participant transfers from the Company to
an Affiliate, transfers from an Affiliate to the Company, or transfers from one
Affiliate to another Affiliate. To the extent that this provision causes
Incentive Stock Options to extend beyond three months from the date a
Participant is deemed to be an employee of the Company, a Parent or Subsidiary
for purposes of Sections 424(e) and 424(f) of the Code, the Options held by such
Participant shall be deemed to be Nonstatutory Stock Options.


                                      C-10

<PAGE>


                                   ARTICLE 10
                 CHANGE IN CAPITAL STRUCTURE; CHANGE IN CONTROL

         10.1     CHANGES IN CAPITAL STRUCTURE. In the event of a corporate
event or transaction involving the Company (including, without limitation, any
stock dividend, stock split, extraordinary cash dividend, recapitalization,
merger, consolidation, split-up, spin-off, combination or exchange of shares),
the authorization limits under Article 5 shall be adjusted proportionately, and
the Committee may adjust the Plan and Awards to preserve the benefits or
potential benefits of the Awards. Action by the Committee may include: (i)
adjustment of the number and kind of shares which may be delivered under the
Plan; (ii) adjustment of the number and kind of shares subject to outstanding
Awards; (iii) adjustment of the exercise price of outstanding Awards or the
measure to be used to determine the amount of the benefit payable on an Award;
and (iv) any other adjustments that the Committee determines to be equitable.
Without limiting the foregoing, in the event of a subdivision of the outstanding
stock (stock-split), a declaration of a dividend payable in Shares, or a
combination or consolidation of the outstanding stock unto a lesser number of
Shares, the authorization limits under Article 5 shall automatically be adjusted
proportionately, and the Shares then subject to each Award shall automatically
be adjusted proportionately without any change in the aggregate purchase price
therefor.

         10.2     ACCELERATED VESTING AND PAYMENT. Subject to the provisions of
Section 10.3 of the Plan or as otherwise provided in the Award Agreement, in the
event of a Change in Control, unless otherwise specifically prohibited under law
or by the rules and regulations of an Exchange:

         (a)      Any and all Options granted hereunder shall become immediately
                  exercisable; additionally, if a Participant's employment or
                  service is involuntarily terminated or constructively
                  terminated for any reason except cause within twelve (12)
                  months of such Change in Control, the Participant shall have
                  until the expiration of the term of the Option to exercise
                  such Options;

         (b)      Any time-based and other restrictions imposed on Restricted
                  Stock shall lapse; and

         (c)      The Committee shall have the ability to unilaterally determine
                  that all outstanding Awards are cancelled upon a Change in
                  Control, and the value of such Awards, as determined by the
                  Committee in accordance with the terms of the Plan and the
                  Award Agreement, be paid out in cash in an amount based on the
                  Change in Control Price within a reasonable time subsequent to
                  the Change in Control.

         10.3     ALTERNATIVE AWARDS. Notwithstanding Section 10.2 of the Plan,
no cash settlement or other payment shall occur with respect to any Award if the
Committee reasonably determines in good faith prior to the occurrence of a
Change in Control that such Award shall be honored or assumed, or new rights
substituted therefor (such honored, assumed or substituted Award hereinafter
called an "Alternative Award") by any successor as described in Section 12.16 of
the Plan; provided that any such Alternative Award must:

         (a)      Be based on stock which is traded on an established U.S.
                  securities market, or that the Committee reasonably believes
                  will be so traded within sixty (60) days after the Change in
                  Control;

         (b)      Provide such Participant with rights and entitlements
                  substantially equivalent to or better than the rights, terms
                  and conditions applicable under such Award;


                                      C-11

<PAGE>


         (c)      Have substantially equivalent economic value to such Award
                  (determined at the time of the Change in Control); and

         (d)      Have terms and conditions which provide that in the event that
                  the Participant's employment is involuntarily terminated or
                  constructively terminated, any conditions on a Participant's
                  rights under, or any restrictions on transfer or
                  exercisability applicable to, each such Alternative Award
                  shall be waived or shall lapse, as the case may be.

                                   ARTICLE 11
                     AMENDMENT, MODIFICATION AND TERMINATION

         11.1     AMENDMENT, MODIFICATION AND TERMINATION. The Board or the
Committee may, at any time and from time to time, amend, modify or terminate the
Plan without shareholder approval; provided, however, that if an amendment to
the Plan would, in the reasonable opinion of the Board of Directors or the
Committee, either (i) materially increase the number of Shares available under
the Plan, (ii) expand the types of awards under the Plan, (iii) materially
expand the class of participants eligible to participate in the Plan, (iv)
materially extend the term of the Plan, or (v) otherwise constitute a material
change requiring shareholder approval under applicable laws, policies or
regulations or the applicable listing or other requirements of an Exchange, then
such amendment shall be subject to shareholder approval; and provided, further,
that the Board of Directors or Committee may condition any other amendment or
modification on the approval of shareholders of the Company for any reason,
including by reason of such approval being necessary or deemed advisable to (i)
permit Awards made hereunder to be exempt from liability under Section 16(b) of
the 1934 Act, (ii) to comply with the listing or other requirements of an
exchange, or (iii) to satisfy any other tax, securities or other applicable
laws, policies or regulations.

         11.2     AWARDS PREVIOUSLY GRANTED. At any time and from time to time,
the Committee may amend, modify or terminate any outstanding Award without
approval of the Participant; provided, however:

         (a)      Subject to the terms of the applicable Award Agreement, such
                  amendment, modification or termination shall not, without the
                  Participant's consent, reduce or diminish the value of such
                  Award determined as if the Award had been exercised, vested,
                  or otherwise settled on the date of such amendment or
                  termination (with the per-share value of an Option for this
                  purpose being calculated as the excess, if any, of the Fair
                  Market Value as of the date of such amendment or termination
                  over the exercise price of such Award);

         (b)      The original term of an Option may not be extended without the
                  prior approval of the shareholders of the Company;

         (c)      Except as otherwise provided in Article 10 of the Plan, the
                  exercise price of an Option may not be reduced, directly or
                  indirectly, without the prior approval of the shareholders of
                  the Company; and

         (d)      No termination, amendment, or modification of the Plan shall
                  adversely affect any Award previously granted under the Plan,
                  without the written consent of the Participant affected
                  thereby. An outstanding Award shall not be deemed to be
                  "adversely affected" by a Plan amendment if such amendment
                  would not reduce or diminish the value of such Award
                  determined as if the Award had been exercised, vested, or
                  otherwise settled on the date of such amendment (with the
                  per-share value of an Option for this purpose being calculated
                  as the excess, if any, of the Fair Market Value as of the date
                  of such amendment over the exercise or base price of such
                  Award).

                                      C-12

<PAGE>


                                   ARTICLE 12
                               GENERAL PROVISIONS

         12.1     NO RIGHTS TO AWARDS; NON-UNIFORM DETERMINATIONS. No
Participant or any Eligible Participant shall have any claim to be granted any
Award under the Plan. Neither the Company, its Affiliates nor the Committee is
obligated to treat Participants or Eligible Participants uniformly, and
determinations made under the Plan may be made by the Committee selectively
among Eligible Participants who receive, or are eligible to receive, Awards
(whether or not such Eligible Participants are similarly situated).

         12.2     NO SHAREHOLDER RIGHTS. Except as otherwise provided in this
Plan or an Award Agreement, no Award gives a Participant any of the rights of a
shareholder of the Company unless and until Shares are in fact issued to such
person in connection with such Award.

         12.3     WITHHOLDING. The Company or any Affiliate shall have the
authority and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy federal, state, and local taxes
(including the Participant's FICA obligation) required by law to be withheld
with respect to any exercise, lapse of restriction or other taxable event
arising as a result of the Plan. If Shares are surrendered to the Company to
satisfy withholding obligations in excess of the minimum withholding obligation,
such Shares must have been held by the Participant as fully vested shares for
such period of time, if any, as necessary to avoid variable accounting for the
Option. With respect to withholding required upon any taxable event under the
Plan, the Committee may, at the time the Award is granted or thereafter, require
or permit that any such withholding requirement be satisfied, in whole or in
part, by withholding from the Award Shares having a Fair Market Value on the
date of withholding equal to the minimum amount (and not any greater amount)
required to be withheld for tax purposes, all in accordance with such procedures
as the Committee establishes.

         12.4     NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan, any Award
Agreement or any other document or statement made with respect to the Plan,
shall interfere with or limit in any way the right of the Company or any
Affiliate to terminate any Participant's employment or status as an officer,
director or consultant at any time, nor confer upon any Participant any right to
continue as an employee, officer, director or consultant of the Company or any
Affiliate, whether for the duration of a Participant's Award or otherwise.

         12.5     UNFUNDED STATUS OF AWARDS. The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Agreement shall give the Participant any rights that
are greater than those of a general creditor of the Company or any Affiliate.
The Plan is not intended to be subject to the Employee Retirement Income
Security Act of 1974 ("ERISA").

         12.6     RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or benefit plan of
the Company or any Affiliate unless provided otherwise in such other plan.

         12.7     EXPENSES. The expenses of administering the Plan shall be
borne by the Company and its Affiliates.


                                      C-13

<PAGE>


         12.8     TITLES AND HEADINGS. The titles and headings of the Sections
in the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         12.9     GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         12.10    FRACTIONAL SHARES. No fractional Shares shall be issued and
the Committee shall determine, in its discretion, whether cash shall be given in
lieu of fractional Shares or whether such fractional Shares shall be eliminated
by rounding up or down.

         12.11    GOVERNMENT AND OTHER REGULATIONS.

         (a)      Notwithstanding any other provision of the Plan, no
                  Participant who acquires Shares pursuant to the Plan may,
                  during any period of time that such Participant is an
                  affiliate of the Company (within the meaning of the rules and
                  regulations of the Securities and Exchange Commission under
                  the 1933 Act), sell such Shares, unless such offer and sale is
                  made (i) pursuant to an effective registration statement under
                  the 1933 Act, which is current and includes the Shares to be
                  sold, or (ii) pursuant to an appropriate exemption from the
                  registration requirement of the 1933 Act, such as that set
                  forth in Rule 144 promulgated under the 1933 Act.

         (b)      Notwithstanding any other provision of the Plan, if at any
                  time the Committee shall determine that the registration,
                  listing or qualification of the Shares covered by an Award
                  upon any Exchange or under any federal, state or local law or
                  practice, or the consent or approval of any governmental
                  regulatory body, is necessary or desirable as a condition of,
                  or in connection with, the granting of such Award or the
                  purchase or receipt of Shares thereunder, no Shares may be
                  purchased, delivered or received pursuant to such Award unless
                  and until such registration, listing, qualification, consent
                  or approval shall have been effected or obtained free of any
                  condition not acceptable to the Committee. Any Participant
                  receiving or purchasing Shares pursuant to an Award shall make
                  such representations and agreements and furnish such
                  information as the Committee may request to assure compliance
                  with the foregoing or any other applicable legal requirements.
                  The Company shall not be required to issue or deliver any
                  certificate or certificates for Shares under the Plan prior to
                  the Committee's determination that all related requirements
                  have been fulfilled. The Company shall in no event be
                  obligated to register any securities pursuant to the 1933 Act
                  or applicable state law or to take any other action in order
                  to cause the issuance and delivery of such certificates to
                  comply with any such law, regulation or requirement.

         (c)      Notwithstanding any other provision contained in the Plan,
                  this Plan will comply with the requirements of 12 C.F.R.
                  Section 575.8 and 12 C.f.R. Section 563b.500, unless such
                  requirements are waived by the Office of Thrift Supervision
                  including:

                  (i)      No Options or Restricted Stock Awards granted to any
                           Eligible Participant who is an employee may exceed
                           25% of the total amount of Options or Restricted
                           Stock Awards, as applicable, available under the
                           Plan;


                                      C-14

<PAGE>


                  (ii)     No Options or Restricted Stock Awards granted to any
                           individual Non-Employee Director may exceed 5% of the
                           total amount of Options or Restricted Stock Awards,
                           as applicable, available under the Plan;

                  (iii)    The aggregate amount of Options or Restricted Stock
                           Awards granted to all Non-Employee Directors may not
                           exceed 30% of the total amount of Options or
                           Restricted Stock Awards, as applicable, under the
                           Plan; and

                  (iv)     No single grant of Options or Restricted Stock Awards
                           under the Plan may become exercisable or vest at a
                           rate more quickly than 20% per year commencing one
                           year from the Grant Date.

         12.12    GOVERNING LAW. To the extent not governed by federal law, the
Plan and all Award Agreements shall be construed in accordance with and governed
by the laws of the State of Kentucky.

         12.13    ADDITIONAL PROVISIONS. Each Award Agreement may contain such
other terms and conditions as the Committee may determine; provided that such
other terms and conditions are not inconsistent with the provisions of the Plan.

         12.14    INDEMNIFICATION. To the extent allowable under applicable law,
each member of the Committee shall be indemnified and held harmless by the
Company from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the
Plan and against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit, or proceeding against him
provided he gives the Company an opportunity, at its own expense, to handle and
defend the same before he undertakes to handle and defend it on his own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Company's Charter or Bylaws, as a matter of law, or otherwise, or any power that
the Company may have to indemnify them or hold them harmless.

         12.15    NO LIMITATIONS ON RIGHTS OF COMPANY. Subject to Section 12.16
of the Plan, the grant of any Award shall not in any way affect the right or
power of the Company to make adjustments, reclassification or changes in its
capital or business structure or to merge, consolidate, dissolve, liquidate,
sell or transfer all or any part of its business or assets. The Plan shall not
restrict the authority of the Company, for proper corporate purposes, to draft
or assume Awards, other than under the Plan, to or with respect to any person.
If the Committee so directs, the Company may issue or transfer Shares to an
Affiliate, for such lawful consideration as the Committee may specify, upon the
condition or understanding that the Affiliate will transfer such Shares to a
Participant in accordance with the terms of an Award granted to such Participant
and specified by the Committee pursuant to the provisions of the Plan.

         12.16    SUCCESSORS. Any obligations of the Company or an Affiliate
under the Plan with respect to Awards granted hereunder, shall be binding on any
successor to the Company or Affiliate, respectively, whether the existence of
such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business and/or
assets of the Company or Affiliate, as applicable.


                                      C-15




<PAGE>

                                 REVOCABLE PROXY

--------------------------------------------------------------------------------
                         KENTUCKY FIRST FEDERAL BANCORP
                                HAZARD, KENTUCKY
--------------------------------------------------------------------------------
                         ANNUAL MEETING OF STOCKHOLDERS
                                NOVEMBER 15, 2005


         The undersigned hereby appoints William D. Gorman, Herman D. Reagan and
Stephen G. Barker with full powers of substitution, to act as attorneys and
proxies for the undersigned, to vote all shares of the common stock of Kentucky
First Federal Bancorp which the undersigned is entitled to vote at the Annual
Meeting of Stockholders, to be held at The First Federal Center on the campus of
Hazard Community and Technical College located at One Community College Drive,
Hazard, Kentucky, on Tuesday, November 15, 2005 at 3:30 p.m., Eastern time (the
"Annual Meeting"), and at any and all adjournments thereof, as follows:

<TABLE>
<CAPTION>
                                                                                     VOTE
                                                                      FOR          WITHHELD
                                                                      ---          --------
    <S> <C>                                                          <C>             <C>
    1.  The election as directors of
        all nominees listed below (except as                         /__/            /__/
        marked to the contrary below)

        For a term expiring at the 2008 Annual Meeting:
        ----------------------------------------------

        Walter G. Ecton, Jr.
        Don D. Jennings

        INSTRUCTION:  TO WITHHOLD YOUR VOTE
        FOR ANY OF THE INDIVIDUALS NOMINATED, INSERT
        THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.

        ---------------------------------------------------------
                                                                             FOR      AGAINST      ABSTAIN
                                                                             ---      -------      -------

    2.  The approval of the Kentucky First Federal Bancorp                   /__/      /__/         /__/
        2005 Equity Incentive Plan.

    3.  The ratification of the appointment of Grant Thornton LLP as the     /__/      /__/         /__/
        Company's independent public accountants for the fiscal year
        ending June 30, 2006.

    4.  The transaction of such other business as may
        properly come before the Annual Meeting or any
        adjournment thereof.
</TABLE>

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED
ABOVE AND "FOR" THE OTHER PROPOSITIONS STATED.

--------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR THE OTHER PROPOSITIONS
STATED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, INCLUDING
MATTERS RELATING TO THE CONDUCT OF THE ANNUAL MEETING, THIS PROXY WILL BE VOTED
BY THOSE NAMED IN THIS PROXY IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY
OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF
NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
--------------------------------------------------------------------------------



<PAGE>


                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

         Should the undersigned be present and elect to vote at the Annual
Meeting or at any adjournment thereof, then the power of said attorneys and
prior proxies shall be deemed terminated and of no further force and effect. The
undersigned may also revoke his proxy by filing a subsequent proxy or notifying
the Secretary of his decision to terminate his proxy.

         The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting, a Proxy Statement dated
October 10, 2005 and an Annual Report.

Dated:                               , 2005
       ------------------------------



---------------------------------------     ------------------------------------
PRINT NAME OF STOCKHOLDER                   PRINT NAME OF STOCKHOLDER



---------------------------------------     ------------------------------------
SIGNATURE OF STOCKHOLDER                    SIGNATURE OF STOCKHOLDER


         Please sign exactly as your name appears on the enclosed card. When
signing as attorney, executor, administrator, trustee or guardian, please give
your full title. Corporation proxies should be signed in corporate name by an
authorized officer. If shares are held jointly, each holder should sign.


         PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.

</TEXT>
</DOCUMENT>
