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                                                                 EXHIBIT 10.4(a)

                                     FORM OF
                                 HOLDING COMPANY
                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT (the "Agreement"), made this _____ day of _________, 2004,
by and between KENTUCKY FIRST FEDERAL BANCORP, a federally chartered corporation
(the "Company"), and R. CLAY HULETTE (the "Executive"). References to the "Bank"
herein shall mean First Federal Savings Bank of Frankfort, a federally chartered
savings institution and subsidiary of the Company.

      WHEREAS, Executive serves the Company in a position of substantial
responsibility;

      WHEREAS, the Company wishes to assure the services of Executive for the
period provided in this Agreement; and

      WHEREAS, Executive is willing to serve in the employ of the Company for
said period.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:

      1.    EMPLOYMENT. Executive is employed as Vice President, Chief Financial
Officer and Treasurer of the Company. Executive shall perform all duties and
shall have all powers which are commonly incident to those offices. During the
term of this Agreement, Executive also agrees to serve, if elected, as an
officer and/or director of any subsidiary of the Company and in such capacity
will carry out such duties and responsibilities as are reasonably appropriate to
those offices.

      2.    LOCATION AND FACILITIES. Executive will be furnished with the
working facilities and staff customary for executive officers with the title and
duties set forth in Section 1 and as are necessary for him to perform his
duties. The location of such facilities and staff shall be at the principal
administrative offices of the Company or the Bank, or at such other site or
sites customary for such offices.

      3.    TERM.

      a.    The term of this Agreement shall be (i) the initial term, consisting
            of the period commencing on the date of this Agreement (the
            "Effective Date") and ending on the third anniversary of the
            Effective Date, plus (ii) any and all extensions of the initial term
            made pursuant to this Section 3.

      b.    Commencing on the first year anniversary date of this Agreement, and
            continuing on each anniversary thereafter, the disinterested members
            of the board of directors of the Company may extend the Agreement
            for an additional one-year period beyond the then effective
            expiration date, unless Executive elects not to extend the term of
            this Agreement by giving written notice in accordance with Section
            20 of this Agreement. The Board of Directors of the Company (the
            "Board") will review Executive's

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            performance annually for purposes of determining whether to extend
            the Agreement and the rationale and results thereof shall be
            included in the minutes of the Board's meeting. The Board shall give
            notice to Executive as soon as possible after such review as to
            whether the Agreement is to be extended.

      4.    BASE COMPENSATION.

      a.    The Company agrees to pay Executive during the term of this
            Agreement a base salary at the rate of $85,000 per year, payable in
            accordance with customary payroll practices.

      b.    The Board shall review annually the rate of Executive's base salary
            based upon factors they deem relevant, and may maintain or increase
            his salary, provided that no such action shall reduce the rate of
            salary below the rate in effect on the Effective Date.

      c.    In the absence of action by the Board, Executive shall continue to
            receive salary at the annual rate specified on the Effective Date
            or, if another rate has been established under the provisions of
            this Section 4, the rate last properly established by action of the
            Board under the provisions of this Section 4.

      5.    BONUSES. Executive shall be entitled to participate in discretionary
bonuses or other incentive compensation programs that may be awarded from time
to time to senior management employees pursuant to bonus plans or otherwise.

      6.    BENEFIT PLANS. Executive shall be entitled to participate in such
life insurance, medical, dental, pension, profit sharing, retirement and
stock-based compensation plans and other programs and arrangements as may be
approved from time to for the benefit of Company or Bank employees.

      7.    VACATION AND LEAVE. At such reasonable times as the Board shall in
its discretion permit, Executive shall be entitled, without loss of pay, to
absent himself voluntarily from the performance of his employment under this
Agreement, all such voluntary absences to count as vacation time, provided that:

      a.    Executive shall be entitled to an annual vacation in accordance with
            the policies that the Board periodically establishes for senior
            management employees.

      b.    Executive shall accumulate any unused vacation and/or sick leave
            from one fiscal year to the next, in either case to the extent
            authorized by the Board, provided that the Board shall not reduce
            previously accumulated vacation or sick leave.

      c.    In addition to the above mentioned paid vacations, Executive shall
            be entitled, without loss of pay, to absent himself voluntarily from
            the performance of his employment for such additional periods of
            time and for such valid and legitimate

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            reasons as the Board may in its discretion determine. Further, the
            Board may grant Executive a leave or leaves or absence, with or
            without pay, at such time or times and upon such terms and
            conditions as the Board in its discretion may determine.

      8.    EXPENSE PAYMENTS AND REIMBURSEMENTS. Executive shall be reimbursed
for all reasonable out-of-pocket business expenses that he shall incur in
connection with his services under this Agreement upon substantiation of such
expenses in accordance with applicable policies of the Company.

      9.    AUTOMOBILE ALLOWANCE. During the term of this Agreement, Executive
may be entitled to an automobile allowance. In the event such automobile
allowance is provided by the Company, Executive shall comply with reasonable
reporting and expense limitations on the use of such automobile as may be
established by the Company from time to time, and the Company shall annually
include on Executive's Form W-2 any amount of income attributable to Executive's
personal use of such automobile.

      10.   LOYALTY AND CONFIDENTIALITY.

      a.    During the term of this Agreement and except for illnesses,
            reasonable vacation periods, and reasonable leaves of absence,
            Executive: (i) shall devote his full business time, attention,
            skill, and efforts to the faithful performance of his duties
            hereunder; provided, however, that from time to time, Executive 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 Company or any of its affiliates or
            unfavorably affect the performance of Executive's duties pursuant to
            this Agreement, or violate any applicable statute or regulation and
            (ii) shall not engage in any business or activity contrary to the
            business affairs or interests of the Company or its affiliates.
            "Full business time" is hereby defined as that amount of time
            usually devoted to like companies and institutions by similarly
            situated executive officers.

      b.    Nothing contained in this Agreement shall prevent or limit
            Executive's right to invest in the capital stock or other securities
            of any business dissimilar from that of the Company, or, solely as a
            passive, minority investor, in any business.

      c.    Executive agrees to maintain the confidentiality of any and all
            information concerning the operation or financial status of the
            Company and its affiliates; the names or addresses of any of the
            Bank's borrowers, depositors and other customers; any information
            concerning or obtained from such customers; and any other
            information concerning the Company and the Bank to which he may be
            exposed during the course of his employment. Executive further
            agrees that, unless required by law or specifically permitted by the
            Board in writing, he will not disclose to any person or entity,
            either during or subsequent to his employment, any of the
            above-mentioned information which is not generally known to the
            public, nor shall

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            he employ such information in any way other than for the benefit of
            the Company and its affiliates.

      11.   TERMINATION AND TERMINATION PAY. Subject to Section 12 of this
Agreement, Executive's employment under this Agreement may be terminated in the
following circumstances:

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

      b.    Retirement. This Agreement shall be terminated upon Executive's
            retirement under the retirement benefit plan or plans in which he
            participates pursuant to Section 6 of this Agreement or otherwise.

      c.    Disability.

            i.    The Board or Executive may terminate Executive's employment
                  after having determined Executive has a Disability. For
                  purposes of this Agreement, "Disability" means a physical or
                  mental infirmity that impairs Executive's ability to
                  substantially perform his duties under this Agreement and that
                  results in Executive becoming eligible for long-term
                  disability benefits under any long-term disability plans of
                  the Company or the Bank (or, if there are no such plans in
                  effect, that impairs Executive's ability to substantially
                  perform his duties under this Agreement for a period of one
                  hundred eighty (180) consecutive days). The Board shall
                  determine whether or not Executive is and continues to be
                  permanently disabled for purposes of this Agreement in good
                  faith, based upon competent medical advice and other factors
                  that they reasonably believe to be relevant. As a condition to
                  any benefits, the Board may require Executive to submit to
                  such physical or mental evaluations and tests as it deems
                  reasonably appropriate.

            ii.   In the event of such Disability, Executive shall be entitled
                  to the compensation and benefits provided for under this
                  Agreement for (1) any period during the term of this Agreement
                  and prior to the establishment of Executive's Disability
                  during which Executive is unable to work due to the physical
                  or mental infirmity, and (2) any period of Disability which is
                  prior to Executive's termination of employment pursuant to
                  this Section 11c.; provided, however, that any benefits paid
                  pursuant to the Company's or the Bank's long-term disability
                  plan will continue as provided in such plan without reduction
                  for payments made pursuant to this Agreement. During any
                  period that Executive receives disability benefits and to the
                  extent that Executive shall be physically and mentally able to
                  do so, he shall furnish such information, assistance and
                  documents so as to assist in the continued ongoing business of
                  the Company and, if able, he shall make himself

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                  available to the Company to undertake reasonable assignments
                  consistent with his prior position and his physical and mental
                  health. The Company shall pay all reasonable expenses incident
                  to the performance of any assignment given to Executive during
                  the Disability period.

      d.    Termination for Cause.

            i.    The Board may, by written notice to Executive in the form and
                  manner specified in this paragraph, immediately terminate his
                  employment at any time, for "Cause." Executive shall have no
                  right to receive compensation or other benefits for any period
                  after termination for Cause except for vested benefits.
                  Termination for Cause shall mean termination because of, in
                  the good faith determination of the Board, Executive's:

                  (1)   Personal dishonesty;

                  (2)   Incompetence;

                  (3)   Willful misconduct;

                  (4)   Breach of fiduciary duty involving personal profit;

                  (5)   Intentional failure to perform stated duties under this
                        Agreement;

                  (6)   Willful violation of any law, rule or regulation (other
                        than traffic violations or similar offenses) that
                        reflects adversely on the reputation of the Company or
                        its affiliates, any felony conviction, any violation of
                        law involving moral turpitude, or any violation of a
                        final cease-and-desist order; or

                  (7)   Material breach by Executive of any provision of this
                        Agreement.

            ii.   Notwithstanding the foregoing, Executive shall not be deemed
                  to have been terminated for Cause unless there shall have been
                  delivered to Executive a copy of a resolution duly adopted by
                  the affirmative vote of a majority of the entire membership of
                  the Board at a meeting of such Board called and held for the
                  purpose (after reasonable notice to Executive and an
                  opportunity for Executive to be heard before the Board with
                  counsel), of finding that, in the good faith opinion of the
                  Board, Executive was guilty of the conduct described above and
                  specifying the particulars thereof.

      e.    Voluntary Termination by Executive. In addition to his other rights
            to terminate under this Agreement, Executive may voluntarily
            terminate employment during the term of this Agreement upon at least
            ninety (90) days' prior written notice to the

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            Board, in which case Executive shall receive only his compensation,
            vested rights and employee benefits up to the date of his
            termination.

      f.    Without Cause or With Good Reason.

            i.    In addition to termination pursuant to Sections 11a. through
                  11e., the Board may, by written notice to Executive,
                  immediately terminate his employment at any time for a reason
                  other than Cause (a termination "Without Cause") and Executive
                  may, by written notice to the Board, immediately terminate
                  this Agreement at any time within ninety (90) days following
                  an event constituting "Good Reason," as defined below (a
                  termination "With Good Reason").

            ii.   Subject to Section 12 of this Agreement, in the event of
                  termination under this Section 11f., Executive shall be
                  entitled to receive his base salary for the remaining term of
                  the Agreement paid in one lump sum within ten (10) calendar
                  days of such termination. Also, in such event, Executive
                  shall, for the remaining term of the Agreement, receive the
                  benefits he would have received during the remaining term of
                  the Agreement under any retirement programs (whether
                  tax-qualified or non-qualified) in which Executive
                  participated prior to his termination (with the amount of the
                  benefits determined by reference to the benefits received by
                  Executive or accrued on his behalf under such programs during
                  the twelve (12) months preceding his termination) and continue
                  to participate in any benefit plans that provide health
                  (including medical and dental), life or disability insurance,
                  or similar coverage, upon terms no less favorable than the
                  most favorable terms provided to senior executives during such
                  period. In the event that the Company or the Bank are unable
                  to provide such coverage by reason of Executive no longer
                  being an employee, the Company or the Bank shall provide
                  Executive with comparable coverage on an individual policy
                  basis.

            iii.  "Good Reason" shall exist if, without Executive's express
                  written consent, the Company or the Bank materially breach any
                  of their respective obligations under this Agreement. Without
                  limitation, such a material breach shall be deemed to occur
                  upon any of the following:

                  (1)   A material reduction in Executive's responsibilities or
                        authority in connection with his employment;

                  (2)   Assignment to Executive of duties of a non-executive
                        nature or duties for which he is not reasonably equipped
                        by his skills and experience;

                  (3)   Failure of Executive to be nominated or renominated to
                        the Company's Board;

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                  (4)   A reduction in salary or benefits contrary to the terms
                        of this Agreement, or, following a Change in Control as
                        defined in Section 12 of this Agreement, any reduction
                        in salary or material reduction in benefits below the
                        amounts to which Executive was entitled prior to the
                        Change in Control;

                  (5)   Termination of incentive and benefit plans, programs or
                        arrangements, or reduction of Executive's participation
                        to such an extent as to materially reduce their
                        aggregate value below their aggregate value as of the
                        Effective Date;

                  (6)   A requirement that Executive relocate his principal
                        business office or his principal place of residence
                        outside of the area consisting of a thirty (30) mile
                        radius from the current main office of the Company and
                        any branch of the Bank, or the assignment to Executive
                        of duties that would reasonably require such a
                        relocation; or

                  (7)   Liquidation or dissolution of the Company or the Bank.

            iv.   Notwithstanding the foregoing, a reduction or elimination of
                  Executive's benefits under one or more benefit plans
                  maintained by the Company and the Bank as part of a good
                  faith, overall reduction or elimination of such plans or
                  benefits thereunder applicable to all participants in a manner
                  that does not discriminate against Executive (except as such
                  discrimination may be necessary to comply with law) shall not
                  constitute an event of Good Reason or a material breach of
                  this Agreement, provided that benefits of the type or to the
                  general extent as those offered under such plans prior to such
                  reduction or elimination are not available to other officers
                  of the Company or the Bank or any company that controls either
                  of them under a plan or plans in or under which Executive is
                  not entitled to participate.

      g.    Continuing Covenant Not to Compete or Interfere with Relationships.
            Regardless of anything herein to the contrary, following a
            termination by the Company or Executive pursuant to Section 11f.:

            i.    Executive's obligations under Section 10c. of this Agreement
                  will continue in effect; and

            ii.   During the period ending on the first anniversary of such
                  termination, Executive shall not serve as an officer, director
                  or employee of any bank holding company, bank, savings bank,
                  savings and loan holding company, or mortgage company (any of
                  which shall be a "Financial Institution") which Financial
                  Institution offers products or services competing with those
                  offered by the Company or its affiliates from any office
                  within fifty (50) miles from the main office of the Company or
                  any branch of the Bank and shall not

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                  interfere with the relationship of the Company or the Bank and
                  any of their employees, agents, or representatives.

      12.   TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL.

      a.    For purposes of this Agreement, a "Change in Control" means any of
            the following events:

            i.    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.

            ii.   Acquisition of Significant Share Ownership: The Company files,
                  or is required to file, a report on Schedule 13D or another
                  form or schedule (other than Schedule 13G) required 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 50% or more of its outstanding
                  voting securities.

            iii.  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 (iii), 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
                  (2/3) 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

            iv.   Sale of Assets: The Company sells to a third party all or
                  substantially all of its assets.

            Notwithstanding anything in this Agreement to the contrary, in no
            event shall the conversion of the Bank from mutual to stock form
            constitute a "Change in Control" for purposes of this Agreement.

      b.    Termination. If within the period ending one year after a Change in
            Control, (i) the Company and the Bank shall terminate Executive's
            employment Without Cause, or (ii) Executive voluntarily terminates
            his employment with Good Reason, the

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            Company and the Bank shall, within ten calendar days of the
            termination of Executive's employment, make a lump-sum cash payment
            to him equal to three times Executive's average Annual Compensation
            over the five (5) most recently completed calendar years ending with
            the year immediately preceding the effective date of the Change in
            Control. In determining Executive's average Annual Compensation,
            Annual Compensation shall include base salary and any other taxable
            income, including, but not limited to, amounts related to the
            granting, vesting or exercise of restricted stock or stock option
            awards, commissions, bonuses (whether paid or accrued for the
            applicable period), as well as retirement benefits, director or
            committee fees and fringe benefits paid or to be paid to Executive
            or paid for Executive's benefit during any such year, profit
            sharing, employee stock ownership plan and other retirement
            contributions or benefits, including to any tax-qualified plan or
            arrangement (whether or not taxable) made or accrued on behalf of
            Executive for such years. The cash payment made under this Section
            12b. shall be made in lieu of any payment also required under
            Section 11f. of this Agreement because of a termination in such
            period. Executive's rights under Section 11f. are not otherwise
            affected by this Section 12. Also, in such event, Executive shall,
            for a thirty-six (36) month period following his termination of
            employment, receive the benefits he would have received over such
            period under any retirement programs (whether tax-qualified or
            non-tax-qualified) in which Executive participated prior to his
            termination (with the amount of the benefits determined by reference
            to the benefits received by Executive or accrued on his behalf under
            such programs during the twelve (12) months preceding the Change in
            Control) and continue to participate in any benefit plans of the
            Company or the Bank that provide health (including medical and
            dental), life or disability insurance, or similar coverage upon
            terms no less favorable than the most favorable terms provided to
            senior executives during such period. In the event that the Company
            or the Bank are unable to provide such coverage by reason of
            Executive no longer being an employee, the Company or the Bank shall
            provide Executive with comparable coverage on an individual policy
            basis or the cash equivalent.

      c.    The provisions of Section 12 and Sections 14 through 26, including
            the defined terms used in such sections, shall continue in effect
            until the later of the expiration of this Agreement or one year
            following a Change in Control.

      13.   INDEMNIFICATION AND LIABILITY INSURANCE.

      a.    Indemnification. The Company agrees to indemnify Executive (and his
            heirs, executors, and administrators), and to advance expenses
            related thereto, to the fullest extent permitted under applicable
            law and regulations against any and all expenses and liabilities
            reasonably incurred by him in connection with or arising out of any
            action, suit, or proceeding in which he may be involved by reason of
            his having been a director or Executive of the Company or any of its
            affiliates (whether or not he continues to be a director or
            Executive at the time of incurring any such expenses or
            liabilities), such expenses and liabilities to include, but not be
            limited to, judgments,

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            court costs, and attorneys' fees and the costs of reasonable
            settlements, such settlements to be approved by the Board, if such
            action is brought against Executive in his capacity as an Executive
            or director. Indemnification for expenses shall not extend to
            matters for which Executive has been terminated for Cause. Nothing
            contained herein shall be deemed to provide indemnification
            prohibited by applicable law or regulation. Notwithstanding anything
            herein to the contrary, the obligations of this Section 13 shall
            survive the term of this Agreement by a period of six (6) years.

      b.    Insurance. During the period in which indemnification of Executive
            is required under this Section, the Company shall provide Executive
            (and his heirs, executors, and administrators) with coverage under a
            directors' and officers' liability policy at the expense of the
            Company, at least equivalent to such coverage provided to directors
            and senior executives of the Company or the Bank.

      14.   REIMBURSEMENT OF EXECUTIVE'S EXPENSES TO ENFORCE THIS AGREEMENT. The
Company shall reimburse Executive for all out-of-pocket expenses, including,
without limitation, reasonable attorneys' fees, incurred by Executive in
connection with successful enforcement by Executive of the obligations of the
Company to Executive under this Agreement. Successful enforcement shall mean the
grant of an award of money or the requirement that the Company and the Bank take
some action specified by this Agreement: (i) as a result of a court order; or
(ii) otherwise following an initial failure of the Company to pay such money or
take such action promptly after written demand therefor from Executive stating
the reason that such money or action was due under this Agreement at or prior to
the time of such demand.

      15.   LIMITATION OF BENEFITS UNDER CERTAIN CIRCUMSTANCES. If the payments
and benefits pursuant to Section 12 of this Agreement, either alone or together
with other payments and benefits which Executive has the right to receive from
the Company or the Bank, would constitute a "parachute payment" under Section
280G of the Code, the payments and benefits pursuant to Section 12 shall be
reduced or revised, in the manner determined by Executive, by the amount, if
any, which is the minimum necessary to result in no portion of the payments and
benefits under Section 12 being non-deductible to the Company pursuant to
Section 280G of the Code and subject to the excise tax imposed under Section
4999 of the Code. The determination of any reduction in the payments and
benefits to be made pursuant to Section 12 shall be based upon the opinion of
the Company independent public accountants and paid for by the Company. In the
event that the Company or Executive do not agree with the opinion of such
counsel, (i) the Company shall pay to Executive the maximum amount of payments
and benefits pursuant to Section 12, as selected by Executive, which such
opinion indicates there is a high probability do not result in any of such
payments and benefits being non-deductible to the Company and subject to the
imposition of the excise tax imposed under Section 4999 of the Code and (ii) the
Company may request, and Executive shall have the right to demand that it
request, a ruling from the IRS as to whether the disputed payments and benefits
pursuant to Section 12 have such consequences. Any such request for a ruling
from the IRS shall be promptly prepared and filed by the Company, but in no
event later than thirty (30) days from the date of the opinion of counsel
referred to above, and shall be subject to Executive's approval prior to filing,
which shall not be unreasonably withheld. The Company, the Bank and Executive
agree to be bound by any ruling received from the IRS and to make appropriate
payments to each other to reflect

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any such rulings, together with interest at the applicable federal rate provided
for in Section 7872(f)(2) of the Code. Nothing contained herein shall result in
a reduction of any payments or benefits to which Executive may be entitled upon
termination of employment other than pursuant to Section 12 hereof, or a
reduction in the payments and benefits specified in Section 12 below zero.

      16.   INJUNCTIVE RELIEF. If there is a breach or threatened breach of
Section 11g. of this Agreement or the prohibitions upon disclosure contained in
Section 10c. of this Agreement, the parties agree that there is no adequate
remedy at law for such breach, and that the Company shall be entitled to
injunctive relief restraining Executive from such breach or threatened breach,
but such relief shall not be the exclusive remedy hereunder for such breach. The
parties hereto likewise agree that Executive, without limitation, shall be
entitled to injunctive relief to enforce the obligations of the Company under
this Agreement.

      17.   SOURCE OF PAYMENTS. Notwithstanding any provision herein to the
contrary, to the extent that payments and benefits, as provided by this
Agreement, are paid to or received by Executive under the Employment Agreement
in effect between the Executive and the Bank (the "Bank Agreement"), such
compensation payments and benefits paid by the Bank will be subtracted from any
amount due simultaneously to Executive under similar provisions of this
Agreement. Payments pursuant to this Agreement and the Bank Agreement shall be
allocated in proportion to the activities by Executive as determined by the
Company and the Bank.

      18.   SUCCESSORS AND ASSIGNS.

      a.    This Agreement shall inure to the benefit of and be binding upon any
            corporate or other successor of the Company which shall acquire,
            directly or indirectly, by merger, consolidation, purchase or
            otherwise, all or substantially all of the assets or stock of the
            Company.

      b.    Since the Company is contracting for the unique and personal skills
            of Executive, Executive shall be precluded from assigning or
            delegating his rights or duties hereunder without first obtaining
            the written consent of the Company.

      19.   NO MITIGATION. Executive 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 Executive in any subsequent employment.

      20.   NOTICES. All notices, requests, demands and other communications in
connection with this Agreement shall be made in writing and shall be deemed to
have been given when delivered by hand or 48 hours after mailing at any general
or branch United States Post Office, by registered or certified mail, postage
prepaid, addressed to the Company at its principal business offices and to
Executive at his home address as maintained in the records of the Company.

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      21.   NO PLAN CREATED BY THIS AGREEMENT. Executive and the Company
expressly declare and agree that this Agreement was negotiated among them and
that no provision or provisions of this Agreement are intended to, or shall be
deemed to, create any plan for purposes of the Employee Retirement Income
Security Act or any other law or regulation, and each party expressly waives any
right to assert the contrary. Any assertion in any judicial or administrative
filing, hearing, or process that such a plan was so created by this Agreement
shall be deemed a material breach of this Agreement by the party making such an
assertion.

      22.   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.

      23.   APPLICABLE LAW. Except to the extent preempted by federal law, the
laws of the State of Kentucky shall govern this Agreement in all respects,
whether as to its validity, construction, capacity, performance or otherwise.

      24.   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.

      25.   HEADINGS. Headings contained herein are for convenience of reference
only.

      26.   ENTIRE AGREEMENT. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof, other than written agreements with respect to specific plans, programs
or arrangements described in Sections 5 and 6.

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      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first set forth above.

ATTEST:                                  KENTUCKY FIRST FEDERAL BANCORP

                                         By:
_____________________________________       ____________________________________
Corporate Secretary                         For the Entire Board of Directors

WITNESS:                                 EXECUTIVE

                                         By:
_____________________________________       ____________________________________
Corporate Secretary                         R. Clay Hulette

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