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Community Bank Shares of Indiana, Inc. To Acquire First Financial Service Corporation of Elizabethtown, Kentucky

  Community Bank Shares of Indiana, Inc. To Acquire First Financial Service
  Corporation of Elizabethtown, Kentucky

Business Wire

NEW ALBANY, Ind. & ELIZABETHTOWN, Ky. -- April 22, 2014

Community Bank Shares of Indiana, Inc. (NASDAQ GM: CBIN), the holding company
for Your Community Bank and The Scott County State Bank, and First Financial
Service Corporation (NASDAQ GM: FFKY), the holding company for First Federal
Savings Bank of Elizabethtown, jointly announced today they have entered into
an agreement and plan of share exchange (the “Agreement”). Under the terms of
the Agreement, Community Bank Shares of Indiana, Inc. will exchange all of the
issued and outstanding common shares of First Financial Service Corporation
for 0.153 shares of CBIN’s common stock, subject to potential adjustments at
closing. Based on CBIN’s 20 trading day average common stock price of $22.33
per share, as of April 17, 2014, assuming no exchange ratio adjustments, the
transaction is valued at approximately $17.9 million. As part of the
transaction, FFKY’s outstanding preferred stock, all of which was issued in
the Troubled Assets Relief Program, will be redeemed at or promptly following
closing of the acquisition for approximately $12.3 million, plus accrued but
unpaid interest. In addition, CBIN has entered into subscription agreements
with investors to purchase approximately $25.0 million of CBIN common stock
immediately prior to the consummation of the share exchange transaction at a
price of $22.33 per share. The transaction is subject to receipt of FFKY
shareholder approval, CBIN shareholder approval and customary regulatory
approvals. We expect the transaction to close in the late third or fourth
quarter of 2014.

Upon the consummation of the transaction, First Federal Savings Bank of
Elizabethtown will be merged with and into Your Community Bank. At that time,
First Federal Savings Bank of Elizabethtown offices will become branches of
Your Community Bank. CBIN estimates it will have approximately $1.6 billion in
assets and 41 branch offices throughout southeastern Indiana and Kentucky
after the transaction closes. CBIN expects the transaction to be accretive to
earnings per share in the first full year of operations, excluding any
one-time restructuring charges, and that all subsidiary banks will exceed
“well-capitalized” thresholds under all regulatory definitions.

James D. Rickard, President and CEO of Community Bank Shares of Indiana,
stated, “We are excited to add to our presence in the Louisville and Bardstown
markets, while expanding into Elizabethtown and neighboring communities. We
believe this transaction creates a dynamic community banking franchise across
the entire Louisville MSA. Community Bank Shares enjoys strong market share in
the northern counties of Louisville and the addition of FFKY adds a strong
presence in Louisville’s southern counties. The acquisition of FFKY is the
second transaction we have undertaken in the last twelve months. These
activities are part of an integrated strategy to drive shareholder returns
through both organic and acquisition related growth.”

Gregory Schreacke, First Financial Service Corporation’s President, commented,
“We are excited to partner with a strong and reputable firm, such as Community
Bank Shares. Our shared values and synergies will create a tremendous new
opportunity for our associates, shareholders, customers and community. Our
combined financial institution will offer a wider array of products and
services while continuing our long-standing personal commitment to our
customers and community. ”

ABOUT COMMUNITY BANK SHARES OF INDIANA, INC.

Community Bank Shares of Indiana, Inc. is a bank holding company with $846
million in total assets as of March 31, 2014 and includes two wholly owned,
state-chartered subsidiary banks include Your Community Bank and The Scott
County State Bank. The Company’s stock trades on the NASDAQ Global Select
Market under the symbol “CBIN”. The Company may be contacted at (812) 944-2224
or 101 West Spring Street, New Albany, Indiana 47150. To learn more about the
Company, please visit www.yourcommunitybank.com and
www.scottcountystatebank.com.

ABOUT FIRST FINANCIAL SERVICE CORPORATION

Established in 1923, FFKY, through its wholly owned subsidiary, First Federal
Savings Bank of Elizabethtown (“First Federal Savings Bank”), operates 17
offices in Kentucky including seven offices in the Louisville metro area,
seven offices in the Elizabethtown metro area, and two offices in Bardstown.
At December 31, 2013, FFKY had approximately $859 million in total assets,
$467 million in loans and $783 million in deposits.

Sterne, Agee & Leach, Inc. is serving as financial advisor to CBIN on the
transaction and as placement agent on the offering. Stoll Keenon Ogden PLLC is
serving as legal counsel to CBIN on the transaction and the offering. FFKY is
represented by the investment banking firms of Keefe, Bruyette & Woods and
Professional Bank Services, Inc. and the law firm of Frost Brown Todd LLC.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy shares of the Company’s common stock. Any offer will be made
only by means of a private offering presentation solely to accredited
investors or qualified institutional buyers. This press release does not
constitute an offer to purchase, or the solicitation of an offer to tender,
any shares of the Company’s common stock.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of
the federal securities laws. These statements are not historical facts, but
rather statements based on the Company’s current expectations regarding our
business strategies and their intended results and future performance.
Forward-looking statements are preceded by terms such as “expects,”
“believes,” “anticipates,” “intends” and similar expressions, as well as any
statements related to future expectations of performance.

Forward-looking statements are not guarantees of future performance. Numerous
risks and uncertainties could cause or contribute to the Company’s actual
results, performance, and achievements to be materially different from those
expressed or implied by the forward-looking statements. Factors that may cause
or contribute to these differences include, without limitation, the Company’s
failure to integrate acquired institutions in accordance with expectations;
deviations from performance expectations related to acquired institutions;
general economic conditions, including changes in market interest rates and
changes in monetary and fiscal policies of the federal government; legislative
and regulatory changes; competitive conditions in the banking markets served
by the Company’s subsidiaries; the adequacy of the allowance for losses on
loans and the level of future provisions for losses on loans; and other
factors disclosed periodically in the Company’s filings with the Securities
and Exchange Commission.

Because of the risks and uncertainties inherent in forward-looking statements,
readers are cautioned not to place undue reliance on them, whether included in
this report or made elsewhere from time to time by the Company or on the
Company’s behalf. The Company assumes no obligation to update any
forward-looking statements.

Other Information

This release may be deemed to be offering materials of Community Bank Shares
of Indiana, Inc. in connection with CBIN’s proposed acquisition of First
Financial Service Corporation, on the terms and subject to the conditions in
the Agreement and Plan of Share Exchange. This release may also be deemed to
be proxy solicitation materials of First Financial Service Corporation in
connection with a special meeting of the FFKY shareholders, currently
anticipated to be held in the third quarter of 2014, to vote on a proposal to
approve the Agreement and Plan of Share Exchange.

Shareholders of CBIN and FFKY and other investors are urged to carefully read
the joint proxy statement/prospectus to be included in the registration
statement on Form S-4, which CBIN will file with the SEC in connection with
the proposed share exchange, because it will contain important information
about CBIN, FFKY, the share exchange, the persons soliciting proxies with
respect to the proposed share exchange and their interests in the proposed
share exchange and related matters.

The respective directors and executive officers of Community Bank Shares of
Indiana, Inc. and First Financial Service Corporation and other persons may be
deemed to be participants in the solicitation of proxies from FFKY
shareholders with respect to the proposed share exchange. Information
regarding the directors and executive officers of CBIN is available in its
proxy statement filed with the SEC on April 4, 2014. Information regarding
directors and executive officers of FFKY is available in its proxy statement
filed with the SEC on April 21, 2014. Other information regarding the
participants in the solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be filed with
the SEC when they become available.

Investors and security holders will be able to obtain free copies of the
registration statement and proxy statement/prospectus (when available) and
other documents filed with the SEC by Community Bank Shares of Indiana, Inc.
and First Financial Service Corporation through the website maintained by the
SEC at http://www.sec.gov. Copies of the documents filed with the SEC by CBIN
will be available free of charge on CBIN’s website at
http://www.yourcommunitybank.com, or by contacting Paul Chrisco by telephone
at (812) 981-7375. Copies of the documents filed with the SEC by FFKY will be
available free of charge on FFKY’s website at http://www.ffsbky.com, or by
contacting Frank Perez, Chief Financial Officer, by telephone at (270)
765-2131.

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Contact:

Community Bank Shares of Indiana, Inc.
Paul Chrisco, Chief Financial Officer, 812-981-7375
or
First Financial Service Corporation
Frank Perez, Chief Financial Officer, 270-765-2131
 
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