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                                                                    EXHIBIT 10.5

                                     FORM OF
                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT (the "Agreement"), made this _____ day of _________, 2004,
by and between FIRST FEDERAL SAVINGS BANK OF FRANKFORT, a federally chartered
savings institution (the "Bank"), and DANNY A. GARLAND (the "Executive").

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

      WHEREAS, the Bank 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 Bank on a
full-time basis 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 of the Bank.
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 Bank and in such capacity will carry out such duties and responsibilities as
are reasonably appropriate to that office.

      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 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 boards of directors of the Bank 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 19 of
            this Agreement. The Board of Directors of the Bank (the "Board")
            will review Executive's 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

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            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 Bank agrees to pay Executive during the term of this Agreement a
            base salary at the rate of $88,200 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 the Bank may award 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 time by the Bank for the benefit of its 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 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.

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      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 Bank.

      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 Bank, Executive shall comply with reasonable
reporting and expense limitations on the use of such automobile as may be
established by the Bank from time to time, and the Bank 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 Bank or any of their subsidiaries or
            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 Bank. "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 Bank, 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
            Bank; the names or addresses of any of its borrowers, depositors and
            other customers; any information concerning or obtained from such
            customers; and any other information concerning 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 he employ such information in any way other
            than for the benefit of the Bank.

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      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 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 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 Bank and, if
                  able, he shall make himself available to the Bank to undertake
                  reasonable assignments consistent with his prior position and
                  his physical and mental health. The Bank shall pay all
                  reasonable expenses

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

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      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 of 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 of
                  the Bank during such period. In the event that the Bank is
                  unable to provide such coverage by reason of Executive no
                  longer being an employee, 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 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 with the
                        Bank;

                  (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)   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;

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                  (4)   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;

                  (5)   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 and any branch of
                        the Bank, or the assignment to Executive of duties that
                        would reasonably require such a relocation; or

                  (6)   Liquidation or dissolution of the Bank.

            iv.   Notwithstanding the foregoing, a reduction or elimination of
                  Executive's benefits under one or more benefit plans
                  maintained by 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 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 Bank 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 Bank from any office within fifty (50) miles
                  from the main office or any branch of the Bank and shall not
                  interfere with the relationship of the Bank and any of its
                  employees, agents, or representatives.

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      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 with respect to the Bank or Kentucky First
            Federal Bancorp, Inc. (the "Company"):

            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 Bank shall terminate Executive's employment Without
            Cause, or (ii) Executive voluntarily terminates his employment with
            Good Reason, 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

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            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
            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 Bank is unable
            to provide such coverage by reason of Executive no longer being an
            employee, 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 25, 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 Bank 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 Bank or any of its
            subsidiaries (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, 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 of the Bank or any of its
            subsidiaries. Indemnification for expenses shall not extend to
            matters for which Executive has

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            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 Bank shall provide Executive
            (and his heirs, executors, and administrators) with coverage under a
            directors' and officers' liability policy at the expense of the
            Bank, at least equivalent to such coverage provided to directors and
            senior executives of the Bank.

      14.   REIMBURSEMENT OF EXECUTIVE'S EXPENSES TO ENFORCE THIS AGREEMENT. The
Bank 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
Bank to Executive under this Agreement. Successful enforcement shall mean the
grant of an award of money or the requirement that the Bank take some action
specified by this Agreement: (i) as a result of a court order; or (ii) otherwise
by the Bank following an initial failure of the Bank 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 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 Bank 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 Bank's independent public
accountants and paid for by the Bank. In the event that the Bank and/or
Executive do not agree with the opinion of such counsel, (i) the Bank 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 Bank and subject to the imposition of the excise tax
imposed under Section 4999 of the Code and (ii) the Bank may request, and
Executive shall have the right to demand that they 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 Bank, 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 Bank and Executive agree to be bound by any ruling received from the IRS and
to make appropriate payments to each other to reflect 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

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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 Bank 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 Bank under this Agreement.

      17.   SUCCESSORS AND ASSIGNS.

      a.    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.    Since the Bank 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 Bank.

      18.   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.

      19.   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 Bank at its principal business offices and to
Executive at his home address as maintained in the records of the Bank.

      20.   NO PLAN CREATED BY THIS AGREEMENT. Executive and the Bank 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.

      21.   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.

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      22.   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.

      23.   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.

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

      25.   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.

      26.   REQUIRED PROVISIONS. In the event any of the foregoing provisions of
this Section 26 are in conflict with the terms of this Agreement, this Section
26 shall prevail.

      a.    The Bank may terminate Executive's employment at any time, but any
            termination by the Bank, other than termination for Cause, shall not
            prejudice Executive's right to compensation or other benefits under
            this Agreement. Executive shall not have the right to receive
            compensation or other benefits for any period after termination for
            Cause as defined in Section 11d. of this Agreement.

      b.    If Executive is suspended from office and/or temporarily prohibited
            from participating in the conduct of the Bank's affairs by a notice
            served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit
            Insurance Act, 12 U.S.C. Section 1818(e)(3) or (g)(1); the Bank's
            obligations under this contract shall be suspended as of the date of
            service, unless stayed by appropriate proceedings. If the charges in
            the notice are dismissed, the Bank may, in its discretion: (i) pay
            Executive all or part of the compensation withheld while their
            contract obligations were suspended; and (ii) reinstate (in whole or
            in part) any of the obligations which were suspended.

      c.    If Executive is removed and/or permanently prohibited from
            participating in the conduct of the Bank's affairs by an order
            issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit
            Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all
            obligations of the Bank under this contract shall terminate as of
            the effective date of the order, but vested rights of the
            contracting parties shall not be affected.

      d.    If the Bank is in default as defined in Section 3(x)(1) of the
            Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1), all
            obligations of the Bank under this contract shall terminate as of
            the date of default, but this paragraph shall not affect any vested
            rights of the contracting parties.

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<PAGE>

      e.    All obligations of the Bank under this contract shall be terminated,
            except to the extent determined that continuation of the contract is
            necessary for the continued operation of the institution: (i) by the
            Director of the OTS (or his designee), the FDIC or the Resolution
            Trust Corporation, at the time the FDIC enters into an agreement to
            provide assistance to or on behalf of the Bank under the authority
            contained in Section 13(c) of the Federal Deposit Insurance Act, 12
            U.S.C. Section 1823(c); or (ii) by the Director of the OTS (or his
            designee) at the time the Director (or his designee) approves a
            supervisory merger to resolve problems related to the operations of
            the Bank or when the Bank is determined by the Director to be in an
            unsafe or unsound condition. Any rights of the parties that have
            already vested, however, shall not be affected by such action.

      f.    Any payments made to Executive pursuant to this Agreement, or
            otherwise, are subject to and conditioned upon compliance with 12
            U.S.C. Section 1828(k) and 12 C.F.R. Section 545.121 and any rules
            and regulations promulgated thereunder.

                                       13
<PAGE>

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

ATTEST:                                  FIRST FEDERAL SAVINGS BANK OF FRANKFORT

                                         By:
__________________________________           ___________________________________
Corporate Secretary                          For the Entire Board of Directors

WITNESS:                                 EXECUTIVE

                                         By:
__________________________________           ___________________________________
Corporate Secretary                          Danny A. Garland

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