EXHIBIT 10.7

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED AGREEMENT entered into this 24th day of February,
2003, by and between  First Federal  Savings Bank (the "Bank") and Betty J. Long
(the "Employee"),  effective on the date hereof (the "Effective Date"). WHEREAS,
the Employee has heretofore been employed by the Bank as its President and Chief
Executive  Officer and is experienced in all phases of the business of the Bank;
and

     WHEREAS,  the Board of  Directors  of the Bank  believes  it is in the best
interests of the Bank to enter into this Agreement with the Employee in order to
assure  continuity  of management of the Bank and to reinforce and encourage the
continued attention and dedication of the Employee to her assigned duties; and

     WHEREAS,  the parties  desire by this  writing to set forth the  continuing
employment relationship of the Bank and the Employee.

     NOW, THEREFORE, it is AGREED as follows:

     1.  Employment.  The  Employee  is  employed  as the  President  and  Chief
Executive Officer of the Bank. The Employee shall render such administrative and
management  services  for  the  Bank  as  are  currently  rendered  and  as  are
customarily  performed by persons situated in a similar executive capacity.  The
Employee shall also promote, by entertainment or otherwise, as and to the extent
permitted by law, the business of the Bank. The Employee's other duties shall be
such as the Board of Directors  (the  "Board") of the Bank may from time to time
reasonably direct, including normal duties as an officer of the Bank.

     2. Base  Compensation.  The Bank agrees to pay the Employee during the term
of this Agreement a salary at the rate of $76,400 per annum, payable in cash not
less  frequently  than  monthly.  The Board  shall  review,  not less often than
annually,  the rate of the  Employee's  salary,  and in its sole  discretion may
decide to increase her salary.

     3.  Discretionary  Bonuses.  The Employee shall participate in an equitable
manner with all other senior  management  employees of the Bank in discretionary
bonuses  that  the  Board  may  award  from  time to time to the  Bank's  senior
management employees. No other compensation provided for in this Agreement shall
be  deemed  a  substitute  for  the  Employee's  right  to  participate  in such
discretionary bonuses.

     4. (a)  Participation  in Retirement,  Medical and Other Plans.  During the
term of this  Agreement,  the Employee  shall be eligible to  participate in the
following benefit plans: group hospitalization, disability, health, dental, sick
leave, life insurance,  travel and/or accident  insurance,  auto  allowance/auto
lease,  retirement,  pension,  and/or other  present or future  qualified  plans
provided by the Bank,  generally  which benefits,  taken as a whole,  must be at
least as favorable as those in effect on the Effective Date.

     (b)  Employee  Benefits;  Expenses.  The  Employee  shall  be  eligible  to
participate  in any fringe  benefits  which are or may become  available  to the
Bank's senior management  employees,  including for example: any stock option or
incentive compensation plans, and any other benefits which are commensurate with
the  responsibilities  and functions to be performed by the Employee  under this
Agreement.  The Employee shall be reimbursed  for all  reasonable  out-of-pocket
business  expenses  which she shall incur in connection  with her services under
this  Agreement  upon  substantiation  of such expenses in  accordance  with the
policies of the Bank.

<PAGE>

     5. Term.  The Bank hereby  employs the  Employee,  and the Employee  hereby
accepts such employment under this Agreement,  for the period  commencing on the
Effective Date and ending  thirty-six months thereafter (or such earlier date as
is  determined  in  accordance  with  Section 9).  Additionally,  on each annual
anniversary  date from the Effective  Date,  the  Employee's  term of employment
shall be extended for an additional  one-year  period beyond the then  effective
expiration date provided the Board determines in a duly adopted  resolution that
the performance of the Employee has met the Board's  requirements and standards,
and that this  Agreement  shall be extended.  Only those members of the Board of
Directors  who have no personal  interest  in this  Employment  Agreement  shall
discuss and vote on the approval and subsequent review of this Agreement.

     6. Loyalty; Noncompetition.

          (a)  During  the  period of her  employment  hereunder  and except for
illnesses,  reasonable vacation periods,  and reasonable leaves of absence,  the
Employee shall devote all her full business time, attention,  skill, and efforts
to the faithful  performance of her duties hereunder;  provided,  however,  from
time to time,  Employee  may serve on the boards of  directors  of, and hold any
other  offices or  positions  in,  companies  or  organizations,  which will not
present any  conflict of interest  with the Bank or any of its  subsidiaries  or
affiliates,  or unfavorably affect the performance of Employee's duties pursuant
to this  Agreement,  or will not violate any  applicable  statute or regulation.
"Full business time" is hereby defined as that amount of time usually devoted to
like companies by similarly situated executive officers.  During the term of her
employment  under this Agreement,  the Employee shall not engage in any business
or activity  contrary to the business  affairs or  interests of the Bank,  or be
gainfully employed in any other position or job other than as provided above.

          (b) Nothing  contained in this  Paragraph 6 shall be deemed to prevent
or limit the Employee's right to invest in the capital stock or other securities
of any business  dissimilar  from that of the Bank,  or,  solely as a passive or
minority investor, in any business.

     7. Standards. The Employee shall perform her duties under this Agreement in
accordance with such  reasonable  standards as the Board may establish from time
to time.  The Bank will provide  Employee with the working  facilities and staff
customary for similar executives and necessary for her to perform her duties.

     8. Vacation and Sick Leave. At such reasonable  times as the Board shall in
its discretion permit,  the Employee shall be entitled,  without loss of pay, to
absent herself  voluntarily  from the  performance of her employment  under this
Agreement, all such voluntary absences to count as vacation time, provided that:

          (a) The Employee shall be entitled to an annual vacation in accordance
with the policies that the Board periodically  establishes for senior management
employees of the Bank.

          (b) The Employee  shall not receive any additional  compensation  from
the Bank on account of her  failure to take a vacation  or sick  leave,  and the
Employee shall not accumulate unused vacation or sick leave from one fiscal year
to the next, except in either case to the extent authorized by the Board.

          (c) In addition to the aforesaid paid vacations, the Employee shall be
entitled without loss of pay, to absent herself voluntarily from the performance
of her employment with the Bank for such additional periods of time and for such
valid and  legitimate  reasons  as the Board  may in its  discretion  determine.
Further, the Board may grant to the Employee a leave or leaves of
<PAGE>

absence,  with or  without  pay,  at such time or times and upon such  terms and
conditions as such Board in its discretion may determine.

          (d) In  addition,  the  Employee  shall be  entitled to an annual sick
leave benefit as established by the Board.

     9.  Termination  and  Termination  Pay.  Subject to Section 11 hereof,  the
Employee's   employment   hereunder  may  be  terminated   under  the  following
circumstances:

          (a)  Death.  The  Employee's  employment  under this  Agreement  shall
terminate upon her death during the term of this  Agreement,  in which event the
Employee's estate shall be entitled to receive the compensation due the Employee
through the last day of the calendar month in which her death occurred.

          (b) Disability.  (1) The Bank may terminate the Employee's  employment
after  having  established  the  Employee's  Disability.  For  purposes  of this
Agreement,  "Disability"  means a physical or mental infirmity which impairs the
Employee's ability to substantially  perform her duties under this Agreement and
which  results  in the  Employee  becoming  eligible  for  long-term  disability
benefits under the Bank's long-term disability plan (or, if the Bank has no such
plan in effect,  which impairs the Employee's  ability to substantially  perform
her  duties  under  this  Agreement  for a period of one  hundred  eighty  (180)
consecutive  days).  The  Employee  shall be  entitled to the  compensation  and
benefits provided for under this Agreement for (i) any period during the term of
this  Agreement  and prior to the  establishment  of the  Employee's  Disability
during  which  the  Employee  is unable  to work due to the  physical  or mental
infirmity,  or (ii) any period of  Disability  which is prior to the  Employee's
termination  of  employment  pursuant to this Section  9(b);  provided  that any
benefits paid pursuant to the Bank's long term  disability plan will continue as
provided in such plan.

          (2) During any  period  that the  Employee  shall  receive  disability
benefits and to the extent that the Employee  shall be  physically  and mentally
able to do so, she shall furnish such  information,  assistance and documents so
as to assist in the continued  ongoing  business of the Bank and, if able, shall
make  herself  available  to  the  Bank  to  undertake  reasonable   assignments
consistent with her prior position and her physical and mental health.  The Bank
shall pay all reasonable  expenses incident to the performance of any assignment
given to the Employee during the disability period.

          (c) Just  Cause.  The Board may,  by written  notice to the  Employee,
immediately  terminate her employment at any time, for Just Cause.  The Employee
shall have no right to receive  compensation  or other  benefits  for any period
after  termination  for Just  Cause.  Termination  for "Just  Cause"  shall mean
termination  because  of, in the good  faith  determination  of the  Board,  the
Employee's personal  dishonesty,  incompetence,  willful  misconduct,  breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule or  regulation  (other than traffic
violations or similar  offenses) or final  cease-and-desist  order,  or material
breach of any provision of this Agreement. Notwithstanding the foregoing, in the
event of  termination  for Just Cause there shall be delivered to the Employee a
copy of a  resolution  duly adopted by the  affirmative  vote of not less than a
majority of the entire  membership of the Board at a meeting of the Board called
and held for that  purpose  (after  reasonable  notice  to the  Employee  and an
opportunity for the Employee,  together with the Employee's counsel, to be heard
before the Board), such meeting and the opportunity to be heard to be held prior
to, or as soon as reasonably practicable following, termination, but in no event
later than 60 days  following such  termination,  finding that in the good faith
opinion of the Board the  Employee  was guilty of conduct set forth above in the
second sentence of this Subsection (c) and specifying the particulars thereof in
detail.  If  following  such meeting the  Employee is  reinstated,  she shall be
entitled to receive back pay for the
<PAGE>

period following termination and continuing through reinstatement.

          (d) Without Just Cause;  Constructive Discharge. (1) The Board may, by
written notice to the Employee, immediately terminate her employment at any time
for a reason  other  than  Just  Cause,  in which  event the  Employee  shall be
entitled  to receive  the  following  compensation  and  benefits  (unless  such
termination  occurs  within the time period set forth in Section 11(b) hereof in
which  event the  benefits  and  compensation  provided  for in Section 11 shall
apply):  (i) the salary provided pursuant to Section 2 hereof, up to the date of
termination  of the term as provided in Section 5 hereof  (including any renewal
term) of this  Agreement  (the  "Expiration  Date"),  plus  said  salary  for an
additional  12-month period, and (ii) at the Employee's election either (A) cash
in an amount equal to the cost to the Employee of  obtaining  all health,  life,
disability  and other  benefits  which the Employee  would have been eligible to
participate  in  through  the  Expiration  Date based  upon the  benefit  levels
substantially equal to those that the Bank provided for the Employee at the date
of  termination  of employment or (B)  continued  participation  under such Bank
benefit plans through the  Expiration  Date, but only to the extent the Employee
continues  to qualify for  participation  therein.  All  amounts  payable to the
Employee  shall be paid, at the option of the  Employee,  either (I) in periodic
payments  through the  Expiration  Date, or (II) in one lump sum within ten (10)
days of such termination.

          (2) The Employee may voluntarily  terminate her employment  under this
Agreement,  and  the  Employee  shall  thereupon  be  entitled  to  receive  the
compensation  and benefits  payable under Section 9(d)(1) hereof,  within ninety
(90) days following the occurrence of any of the following events, which has not
been  consented to in advance by the Employee in writing  (unless such voluntary
termination  occurs  within the time period set forth in Section 11(b) hereof in
which  event the  benefits  and  compensation  provided  for in Section 11 shall
apply):  (i) the requirement that the Employee move her personal  residence,  or
perform her principal executive functions,  more than thirty (30) miles from her
primary office;  (ii) a material  reduction in the Employee's base compensation;
(iii)  the  failure  by the  Bank to  continue  to  provide  the  Employee  with
compensation and benefits provided for under this Agreement,  as the same may be
increased  from time to time,  or with benefits  substantially  similar to those
provided to her under any of the  employee  benefit  plans in which the Employee
now or hereafter becomes a participant,  or the taking of any action by the Bank
which would  directly or  indirectly  reduce any of such benefits or deprive the
Employee of any material  fringe benefit  enjoyed by him; (iv) the assignment to
the  Employee of duties and  responsibilities  materially  different  from those
normally  associated with her position as referenced at Section 1; (v) a failure
to elect or reelect the Employee to the Board of  Directors of the Bank;  (vi) a
material diminution or reduction in the Employee's responsibilities or authority
(including  reporting  responsibilities)  in connection with her employment with
the  Bank;  or  (vii)  a  material   reduction  in  the   secretarial  or  other
administrative support of the Employee.

          (3)  Notwithstanding  the foregoing,  but only to the extent  required
under  federal  banking law, the amount  payable under clause  (d)(1)(i)  hereof
shall be reduced to the extent that on the date of the Employee's termination of
employment,  the present value of the benefits  payable under clauses  (d)(1)(i)
and (ii) hereof exceeds the  limitation on severance  benefits that is set forth
in Regulatory Bulletin 27a of the Office of Thrift Supervision,  as in effect on
the Effective Date. In the event that Section 280G of the Internal  Revenue Code
of 1986, as amended (the "Code") becomes  applicable to payments made under this
Section 9(d), and the payments exceed the "Maximum Amount" as defined in Section
11(a)(1)  hereof,  the payments shall be reduced as provided by Section 11(a)(2)
of this Agreement.

          (e)  Termination or Suspension  Under Federal Law. (1) If the Employee
is removed and/or  permanently  prohibited from  participating in the conduct of
the Bank's affairs by an
<PAGE>

order issued under Sections 8(e)(4) or 8(g)(1) of the Federal Deposit  Insurance
Act ("FDIA") (12 U.S.C.  1818(e)(4)  and (g)(1)),  all  obligations  of the Bank
under this Agreement shall terminate, as of the effective date of the order, but
vested rights of the parties shall not be affected.

          (2) If the Bank is in default (as defined in Section 3(x)(1) of FDIA),
all obligations  under this Agreement shall terminate as of the date of default;
however, this Paragraph shall not affect the vested rights of the parties.

          (3) All obligations  under this Agreement shall  terminate,  except to
the extent that  continuation  of this  Agreement is necessary for the continued
operation of the Bank:  (i) by the Director of the Office of Thrift  Supervision
("Director  of OTS"),  or her  designee,  at the time that the  Federal  Deposit
Insurance  Corporation  ("FDIC") or the Resolution Trust Corporation enters into
an  agreement  to  provide  assistance  to or on  behalf  of the Bank  under the
authority  contained  in Section  13(c) of FDIA;  or (ii) by the Director of the
OTS, or her designee,  at the time that the Director of the OTS, or her designee
approves a supervisory  merger to resolve  problems  related to operation of the
Bank or when  the  Bank is  determined  by the  Director  of the OTS to be in an
unsafe or unsound  condition.  Such action shall not affect any vested rights of
the parties.

          (4) If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12
U.S.C.  1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee
from participating in the conduct of the Bank's affairs,  the Bank's obligations
under this Agreement  shall be suspended as of the date of such service,  unless
stayed by appropriate  proceedings.  If the charges in the notice are dismissed,
the  Bank  may in its  discretion  (i)  pay  the  Employee  all or  part  of the
compensation  withheld while its contract  obligations were suspended,  and (ii)
reinstate (in whole or in part) any of its obligations which were suspended.

          (f) Voluntary  Termination by Employee.  Subject to Section 11 hereof,
the Employee may voluntarily  terminate employment with the Bank during the term
of this  Agreement,  upon at least ninety (90) days' prior written notice to the
Board  of  Directors,  in  which  case  the  Employee  shall  receive  only  her
compensation,  vested  rights  and  employee  benefits  up to  the  date  of her
termination  (unless such termination  occurs pursuant to Section 9(d)(2) hereof
or within the time period set forth in Section  11(a)  hereof in which event the
benefits and  compensation  provided for in Sections 9(d) or 11, as  applicable,
shall apply).

     10. No  Mitigation.  The  Employee  shall not be required  to mitigate  the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Employee in any subsequent employment.

     11. Change in Control.

          (a)  Notwithstanding  any  provision  herein to the  contrary,  if the
Employee's  employment  under this Agreement is terminated by the Bank,  without
the Employee's  prior written consent and for a reason other than Just Cause, in
connection  with or within twelve (12) months after any change in control of the
Bank or Kentucky First Bancorp, Inc. (the "Company"), the Employee shall be paid
an amount equal to the difference between -

               (i) the sum of -

                    I.   the product of 2.99 times her "base  amount" as defined
                         in Section  280G(b)(3) of the Internal  Revenue Code of
                         1986,   as  amended   (the   "Code")  and   regulations
                         promulgated thereunder, and
                    II.  $150,000, and

     (ii) the sum of any other  parachute  payments  (as defined  under  Section
280G(b)(2)  of the Code) that the Employee  receives on account of the change in
control.  Said sum  shall be paid in one lump sum  within  ten (10) days of such
termination.  This paragraph  would not apply to a termination of employment due
to death, Disability or voluntary termination by the Employee.

     The term "change in control"  shall mean any one of the  following  events:
(1) the acquisition of ownership,  holding or power to vote more than 25% of the
Bank's or the Company's  voting  stock,  (2) the  acquisition  of the ability to
control the election of a majority of the Bank's or the Company's directors, (3)
the  acquisition  of a controlling  influence over the management or policies of
the Bank or the Company by any person or by persons acting as a "group"  (within
the meaning of Section 13(d) of the  Securities  Exchange Act of 1934),  (4) the
acquisition  of control  of the Bank or the  Company  within  the  meaning of 12
C.F.R.  Part 574 or its applicable  equivalent  (except in the case of (1), (2),
(3) and (4) hereof, ownership or control of the Bank by the Company itself shall
not  constitute  a  "change  in  control"),  or (5)  during  any  period  of two
consecutive  years,  individuals who at the beginning of such period  constitute
the Board of  Directors  of the Bank (the  "Existing  Board")  (the  "Continuing
Directors")  cease for any reason to  constitute  at least a  majority  thereof,
provided that any  individual  whose  election or  nomination  for election as a
member of the  Existing  Board was  approved by a vote of at least a majority of
the  Continuing  Directors  then in  office  shall be  considered  a  Continuing
Director. For purposes of this subparagraph only, the term "person" refers to an
individual or a corporation,  partnership,  trust,  association,  joint venture,
pool, syndicate, sole proprietorship,  unincorporated  organization or any other
form of entity not specifically  listed herein.

          (b)  Notwithstanding  any other  provision  of this  Agreement  to the
contrary,  the Employee may  voluntarily  terminate  her  employment  under this
Agreement within twelve (12) months following a change in control of the Bank or
the Company, and the Employee shall thereupon be entitled to receive the payment
described in Section 11(a) of this Agreement,  upon the occurrence of any of the
following  events,  or within ninety (90) days  thereafter,  which have not been
consented to in advance by the Employee in writing: (i) the requirement that the
Employee perform her principal  executive  functions more than thirty (30) miles
from her  primary  office or more  than  thirty  (30)  miles  from her  personal
residence as of the date of the change in control;  (ii) a material reduction in
the  Employee's  base  compensation  as in effect  on the date of the  change in
control  or as the same may be changed  by mutual  agreement  from time to time;
(iii)  the  failure  by the  Bank to  continue  to  provide  the  Employee  with
compensation and benefits provided for under this Agreement,  as the same may be
changed by mutual  agreement  from time to time, or with benefits  substantially
similar  to those  provided  to her  under  any  employee  benefit  in which the
Employee is a participant at the time of the change in control, or the taking of
any action  which would  materially  reduce any of such  benefits or deprive the
Employee of any material fringe benefit enjoyed by her at the time of the change
in control;  (iv) the assignment to the Employee of duties and  responsibilities
materially  different  from  those  normally  associated  with her  position  as
referenced  at Section 1; (v) a failure to elect or reelect the  Employee to the
Board of the Bank or the Company,  if the Employee is serving on these Boards on
the date of the change in control; or (vi) a material diminution or reduction in
the   Employee's    responsibilities   or   authority    (including    reporting
responsibilities) in connection with her employment with the Bank.

          (c) Any payments made to the Employee  pursuant to this Agreement,  or
otherwise,  are subject to and conditioned  upon their compliance with 12 U.S.C.
Section 1828(k) and any regulations promulgated thereunder.

          (d) In the event that any dispute  arises between the Employee and the
Bank as to the terms or interpretation of this Agreement, including this Section
11, whether  instituted by formal legal proceedings or otherwise,  including any
action that the  Employee  takes to enforce  the terms of this  Section 11 or to
defend  against any action taken by the Bank,  the Employee  shall be reimbursed
<PAGE>

for all costs and expenses,  including reasonable  attorneys' fees, arising from
such dispute,  proceedings or actions, provided that the Employee shall obtain a
final  judgment by a court of competent  jurisdiction  in favor of the Employee.
Such reimbursement  shall be paid within ten (10) days of Employee's  furnishing
to the Bank written evidence, which may be in the form, among other things, of a
cancelled check or receipt, of any costs or expenses incurred by the Employee.

          (e)  Notwithstanding  any other  provision  of this  Agreement  to the
contrary,  the Employee may voluntarily  terminate her employment for any reason
within the 30-day period  beginning on the date of the change in control and the
Employee shall be entitled to receive the payment  described in Section 11(a) of
this Agreement.

          (f) If the  Employee's  employment is terminated  under  circumstances
described in Section 11(a),  (b) or (e) of this Agreement,  and in consideration
of the payments to be made to her thereunder, the Employee agrees as follows:

               (i) The parties  recognize  that the  Employee's  reputation  and
business and personal  relationships are of significant benefit to the Bank. The
parties further  recognize that the Bank is in direct  competition  with certain
banks and other similar institutions.  Therefore, the Employee agrees that for a
period of eighteen (18) months  following her termination of employment she will
not accept  employment or serve in any capacity  with any bank,  savings bank or
savings  and loan  association  the  deposits or accounts or shares of which are
insured  by the  Federal  Deposit  Insurance  Corporation  or  credit  union the
deposits or accounts or shares of which are insured by the National Credit Union
Administration or any holding company for such bank,  savings bank,  savings and
loan association or credit union or other entity  controlling,  controlled by or
under common  control with such financial  institution  at a principal  place of
employment within thirty (30) miles of any office of the Bank open to the public
at the time of this Agreement.

               (ii) For a period of two (2) years  following her  termination of
employment,  the  Employee  will not  solicit  or induce  any  person  who is an
employee of the Bank, or any entity  controlling,  controlled by or under common
control with the Bank,  or any  successor to either,  or any person who was such
within three months prior to her  termination of employment,  to become employed
by any other person,  firm or corporation or approach any such employee for such
purpose or authorize  or  knowingly  approve the taking of such actions by other
persons.

               (iii) The  Employee  acknowledges  that  during the course of her
employment  with the Company and the Bank she has and will  continue to receive,
obtain or become aware of, and will have acess to proprietary information, lists
and records of customers and trade secrets which are the property of the Company
or the Bank  which are not  known by  competitors  or  generally  by the  public
("Proprietary  Information") and recognizes that such Proprietary Information to
be valuable and unique assets of the Company or the Bank, as the case may be. At
all times following her  termination of employment,  the Employee agrees to hold
the Proprietary Information in the strictest confidence and agrees not to use or
disclose any Proprietary  Information,  directly or indirectly,  at any time for
any purpose,  or to use for the Employee's benefit or the benefit of any person,
firm,  corporation  or other  entity  (other  than the Company or the Bank or an
affiliate of or successor to either),  any Proprietary  Information,  and to use
Executive's  best efforts to prevent such  prohibited  use or  disclosure by any
other persons.

               (iv)  The  Employee  hereby  acknowledges  that  her  duties  and
responsibilities  under this Section 11(f) are unique and extraordinary and that
irreparable  injury may result to the Company or the Bank or an  affiliate of or
successor to either in the event of a breach of the terms and conditions of this
Section  11(f),  which  may be  difficult  to  ascertain,  and
<PAGE>

that the award of damages  would not be  adequate  relief to the  Company or the
Bank or affiliate or successor.  The Employee therefore agrees that in the event
of her  breach of any of the terms or  conditions  of this  Section  11(f),  the
Company or the Bank or it successor  shall have the right,  without  posting any
bond or other security,  to preliminary and permanent  injunctive relief as well
as damages  and an  equitable  accounting  of all  earnings,  profits  and other
benefits  arising from such  violation,  which rights shall be cumulative and in
addition  to any other  rights or  remedies  in law or equity to which it may be
entitled  against  the  Employee.  If at  the  time  of the  enforcement  of any
provision of this  Section  11(f) a court shall hold that the period or scope of
the provisions  thereof are unreasonable  under the circumstances then existing,
the  parties   hereby  agree  that  the  maximum   period  or  scope  under  the
circumstances  shall be  substituted  for the  period  or scope  stated  in such
provision.

     12. Federal Income Tax  Withholding.  The Bank may withhold all Federal and
State  income or other taxes from any benefit  payable  under this  Agreement as
shall be required pursuant to any law or government regulation or ruling.

     13. Successors and Assigns.

          (a) Bank. This Agreement shall not be assignable by the Bank, provided
that this  Agreement  shall  inure to the  benefit  of and be  binding  upon any
corporate  or other  successor  of the Bank which  shall  acquire,  directly  or
indirectly,   by  merger,   consolidation,   purchase  or   otherwise,   all  or
substantially all of the assets or stock of the Bank.

          (b)  Employee.  Since  the  Bank is  contracting  for the  unique  and
personal skills of the Employee,  the Employee shall be precluded from assigning
or delegating her rights or duties hereunder without first obtaining the written
consent of the Bank;  provided,  however,  that nothing in this paragraph  shall
preclude (i) the Employee from  designating a beneficiary to receive any benefit
payable  hereunder  upon her death,  or (ii) the executors,  administrators,  or
other legal  representatives  of the Employee or her estate from  assigning  any
rights hereunder to the person or persons entitled thereunto.

          (c)  Attachment.  Except  as  required  by law,  no right  to  receive
payments under this  Agreement  shall be subject to  anticipation,  commutation,
alienation, sale, assignment,  encumbrance,  charge, pledge, or hypothecation or
to exclusion,  attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary,  to effect any such action shall
be null, void and of no effect.

     14.  Amendments.  No  amendments  or additions to this  Agreement  shall be
binding  unless  made in  writing  and signed by all of the  parties,  except as
herein otherwise specifically provided.

     15. Applicable Law. Except to the extent preempted by Federal law, the laws
of the  Commonwealth  of Kentucky  shall govern this  Agreement in all respects,
whether as to its validity, construction, capacity, performance or otherwise.

     16.  Severability.  The  provisions  of  this  Agreement  shall  be  deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

     17. Entire  Agreement.  This Agreement,  together with any understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.
<PAGE>




     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.


ATTEST:                                           FIRST FEDERAL SAVINGS BANK


/s/ Kevin R. Tolle                            By: /s/ William D. Morris
------------------------------                   -------------------------------
Kevin R. Tolle, Secretary                        Its: Chairman of the Board



WITNESS:
                                                /s/ Betty J. Long
-------------------------                       --------------------------------
                                                Betty J. Long