BYLAWS

                                       OF

                                CKF BANCORP, INC.


                                    ARTICLE I

                           PRINCIPAL EXECUTIVE OFFICE

     The principal  executive  office of CKF Bancorp,  Inc. (the  "Corporation")
shall be at 340 West Main Street, Danville,  Kentucky 40422. The Corporation may
also have offices at such other  places  within or without the  Commonwealth  of
Kentucky as the board of directors shall from time to time determine.


                                   ARTICLE II

                                  STOCKHOLDERS

     SECTION  1.  Place  of  Meetings.   All  annual  and  special  meetings  of
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stockholders shall be held at the principal  executive office of the Corporation
or at such other  place  within or without the State of Delaware as the board of
directors may determine and as designated in the notice of such meeting.

     SECTION 2. Annual Meeting. A meeting of the stockholders of the Corporation
                --------------
for the election of directors and for the  transaction  of any other business of
the  Corporation  shall be held  annually  at such date and time as the board of
directors may determine.

     SECTION 3. Special  Meetings.  Special meetings of the stockholders for any
                ------------------
purpose or purposes  may be called at any time by the board of directors or by a
committee of the board of directors in  accordance  with the  provisions  of the
Corporation's Certificate of Incorporation.

     SECTION  4.  Conduct of  Meetings.  Annual and  special  meetings  shall be
                  ---------------------
conducted in  accordance  with these Bylaws or as  otherwise  prescribed  by the
board  of  directors.  The  chairman  or  the  chief  executive  officer  of the
Corporation shall preside at such meetings.

     SECTION 5. Notice of Meeting.  Written  notice  stating the place,  day and
                ------------------
hour of the meeting and the purpose or purposes  for which the meeting is called
shall be mailed by the secretary or the officer  performing his duties, not less
than ten days nor more than fifty days before the meeting to each stockholder of
record entitled to vote at such meeting.  If mailed, such notice shall be deemed
to be  delivered  when  deposited in the United  States  mail,  addressed to the
stockholder  at his address as it appears on the stock transfer books or records
of the  Corporation as of the record date  prescribed in Section 6, with postage
thereon prepaid.  If a stockholder is present at a meeting, or in writing waives
notice  thereof  before or after the  meeting,  notice  of the  meeting  to such
stockholder shall be unnecessary.  When any stockholders' meeting, either annual
or  special,  is  adjourned  for thirty  days or more,  notice of the  adjourned
meeting  shall be given as in the case of an original  meeting.  It shall not be
necessary to give any notice of the time and place of any meeting  adjourned for
less than thirty  days or of the  business to be  transacted  at such  adjourned
meeting,  other than an announcement at the meeting at which such adjournment is
taken.

     SECTION  6.  Fixing  of  Record  Date.   For  the  purpose  of  determining
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stockholders entitled to notice of or to vote at any meeting of stockholders, or
any  adjournment  thereof,  or  stockholders  entitled to receive payment of any
dividend,  or in order to make a  determination  of  stockholders  for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders.  Such date in any case shall be
not more than sixty days, and in case of a meeting of stockholders not less than
ten  days,  prior to the date on which  the  particular  action  requiring  such
determination  of  stockholders,  is  to  be  taken.  When  a

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determination  of  stockholders  entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof.

     SECTION 7. Voting  Lists.  The officer or agent having  charge of the stock
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transfer  books for  shares of the  Corporation  shall  make,  at least ten days
before  each  meeting of  stockholders,  a complete  record of the  stockholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the  number of shares  held by each.  The  record,  for a period of ten days
before  such  meeting,  shall  be kept on file at the  principal  office  of the
Corporation,  whether within or outside the Commonwealth of Kentucky,  and shall
be subject to  inspection  by any  stockholder  for any  purpose  germane to the
meeting at any time during  usual  business  hours.  Such  record  shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the  inspection  of any  stockholder  for any purpose  germane to the meeting
during the whole time of the meeting. The original stock transfer books shall be
prima facie  evidence as to who are the  stockholders  entitled to examine  such
record or transfer books or to vote at any meeting of stockholders.

     SECTION 8. Quorum.  One-third of the outstanding  shares of the Corporation
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entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of stockholders.  If less than one-third of the outstanding  shares
are  represented  at a meeting,  a majority  of the  shares so  represented  may
adjourn the meeting from time to time without further notice.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  The stockholders  present at a duly organized meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to leave less than a quorum.

     SECTION 9. Proxies. At all meetings of stockholders, a stockholder may vote
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by proxy  executed  in  writing  by the  stockholder  or by his duly  authorized
attorney in fact.  Proxies  solicited on behalf of the management shall be voted
as  directed  by the  stockholder  or,  in the  absence  of such  direction,  as
determined  by a majority  of the board of  directors.  No proxy  shall be valid
after eleven months from the date of its execution unless otherwise  provided in
the proxy.

     SECTION 10.  Voting.  At each  election  for  directors  every  stockholder
                  -------
entitled to vote at such  election  shall be entitled to one vote for each share
of stock held. Unless otherwise provided by the Certificate of Incorporation, by
statute, or by these Bylaws, a majority of those votes cast by stockholders at a
lawful meeting shall be sufficient to pass on a transaction or matter, except in
the election of directors,  which election shall be determined by a plurality of
the  votes of the  shares  present  in  person  or by proxy at the  meeting  and
entitled to vote on the election of directors.

     SECTION  11.  Voting  of Shares  in the Name of Two or More  Persons.  When
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ownership of stock stands in the name of two or more persons,  in the absence of
written  directions to the  Corporation  to the contrary,  at any meeting of the
stockholders of the Corporation any one or more of such  stockholders  may cast,
in person or by proxy,  all votes to which such  ownership is  entitled.  In the
event an attempt is made to cast  conflicting  votes,  in person or by proxy, by
the several  persons in whose name shares of stock  stand,  the vote or votes to
which  these  persons  are  entitled  shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting,  but
no votes shall be cast for such stock if a majority cannot agree.

     SECTION 12.  Voting of Shares by Certain  Holders.  Shares  standing in the
                  -------------------------------------
name of another  corporation may be voted by any officer,  agent or proxy as the
bylaws of such corporation may prescribe,  or, in the absence of such provision,
as the board of directors of such  corporation may determine.  Shares held by an
administrator,  executor, guardian or conservator may be voted by him, either in
person or by proxy,  without a transfer  of such  shares  into his name.  Shares
standing  in the name of a trustee  may be voted by him,  either in person or by
proxy,  but no trustee  shall be  entitled  to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such  receiver,  and  shares  held by or under the  control of a
receiver may be voted by such  receiver  without the  transfer  thereof into his
name if authority to do so is contained in an appropriate  order of the court or
other public authority by which such receiver was appointed.

     A  stockholder  whose  shares are  pledged  shall be  entitled to vote such
shares until the shares have been  transferred  into the name of the pledgee and
thereafter the pledgee shall be entitled to vote the shares so transferred.

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<PAGE>

     Neither  treasury  shares of its own  stock  held by the  Corporation,  nor
shares held by another corporation, if a majority of the shares entitled to vote
for  the  election  of  directors  of such  other  corporation  are  held by the
Corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding shares at any given time for purposes of any meeting.

     SECTION  13.  Inspectors  of  Election.   In  advance  of  any  meeting  of
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stockholders,  the chairman of the board or the board of  directors  may appoint
any persons, other than nominees for office, as inspectors of election to act at
such  meeting or any  adjournment  thereof.  The number of  inspectors  shall be
either one or three.  If the board of directors so appoints  either one or three
inspectors,  that appointment shall not be altered at the meeting. If inspectors
of  election  are not so  appointed,  the  chairman  of the  board may make such
appointment at the meeting.  In case any person  appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by  appointment  in
advance of the  meeting or at the  meeting by the  chairman  of the board or the
president.

     Unless  otherwise   prescribed  by  applicable  law,  the  duties  of  such
inspectors  shall  include:  determining  the  number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,  the
existence  of a quorum,  the  authenticity,  validity  and  effect  of  proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote;  counting and
tabulating all votes or consents;  determining the result;  and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

     SECTION 14.  Nominating  Committee.  The board of  directors or a committee
                  ----------------------
appointed by the board of  directors  shall act as a  nominating  committee  for
selecting the management nominees for election as directors.  Except in the case
of a  nominee  substituted  as a result of the  death or other  incapacity  of a
management nominee,  the nominating  committee shall deliver written nominations
to the  secretary at least twenty days prior to the date of the annual  meeting.
Provided such committee  makes such  nominations,  no nominations  for directors
except those made by the nominating  committee shall be voted upon at the annual
meeting  unless  other  nominations  by  stockholders  are made in  writing  and
delivered to the secretary of the  Corporation in accordance with the provisions
of the Corporation's Certificate of Incorporation.

     SECTION  15. New  Business.  Any new  business to be taken up at the annual
                  --------------
meeting  shall  be  stated  in  writing  and  filed  with the  secretary  of the
Corporation in accordance with the provisions of the  Corporation's  Certificate
of  Incorporation.  This  provision  shall not  prevent  the  consideration  and
approval or disapproval at the annual meeting of reports of officers,  directors
and  committees,  but in connection  with such reports no new business  shall be
acted upon at such  annual  meeting  unless  stated and filed as provided in the
Corporation's Certificate of Incorporation.


                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 1. General  Powers.  The  business  and affairs of the  Corporation
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shall be under the  direction  of its board of  directors.  The  chairman  shall
preside at all meetings of the board of directors.

     SECTION 2. Number, Term and Election.  The board of directors shall consist
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of nine  (9) members and shall be divided into three  classes as nearly equal in
number as  possible.  The  members of each class  shall be elected for a term of
three years and until their  successors  are elected or qualified.  The board of
directors  shall  be  classified  in  accordance  with  the  provisions  of  the
Corporation's Certificate of Incorporation.

     SECTION 3. Regular  Meetings.  A regular  meeting of the board of directors
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shall be held at such time and place as shall be determined by resolution of the
board of directors without other notice than such resolution.

     SECTION 4. Special Meetings. Special meetings of the board of directors may
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be called by or at the request of the chairman,  the chief executive  officer or
one-third of the directors. The person calling the special meetings of the board
of directors  may fix any place as the place for holding any special  meeting of
the board of directors called by such persons.

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<PAGE>

     Members of the board of directors may  participate  in special  meetings by
means of conference telephone or similar  communications  equipment by which all
persons  participating  in the meeting can hear each other.  Such  participation
shall constitute presence in person.

     SECTION 5. Notice.  Written notice of any special meeting shall be given to
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each  director at least two days  previous  thereto  delivered  personally or by
telegram  or at least  seven  days  previous  thereto  delivered  by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered  when  deposited in the United  States mail so addressed,
with  postage  thereon  prepaid  if mailed or when  delivered  to the  telegraph
company if sent by  telegram.  Any director may waive notice of any meeting by a
writing  filed with the  secretary.  The  attendance  of a director at a meeting
shall  constitute  a waiver of notice of such  meeting,  except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business  to be  transacted  at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.

     SECTION 6. Quorum. A majority of the number of directors fixed by Section 2
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shall  constitute a quorum for the transaction of business at any meeting of the
board of directors,  but if less than such  majority is present at a meeting,  a
majority of the  directors  present  may adjourn the meeting  from time to time.
Notice of any adjourned  meeting shall be given in the same manner as prescribed
by Section 5 of this Article III.

     SECTION  7.  Manner of Acting.  The act of the  majority  of the  directors
                  -----------------
present at a meeting at which a quorum is present  shall be the act of the board
of  directors,  unless a  greater  number is  prescribed  by these  Bylaws,  the
Certificate of  Incorporation,  or the General  Corporation  Law of the State of
Delaware.

     SECTION 8. Action Without a Meeting. Any action required or permitted to be
                -------------------------
taken by the board of directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors.  SECTION 9.  Resignation.  Any director may resign at any time by
sending  a  written  notice  of  such  resignation  to the  home  office  of the
Corporation  addressed to the chairman.  Unless otherwise specified therein such
resignation shall take effect upon receipt thereof by the chairman.

     SECTION 10.  Vacancies.  Any vacancy  occurring  in the board of  directors
                  ----------
shall  be  filled  in  accordance  with  the  provisions  of  the  Corporation's
Certificate  of  Incorporation.  Any  directorship  to be filled by reason of an
increase in the number of  directors  may be filled by the  affirmative  vote of
two-thirds of the directors  then in office or by election at an annual  meeting
or at a special meeting of the stockholders  held for that purpose.  The term of
such director shall be in accordance  with the  provisions of the  Corporation's
Certificate of Incorporation.

     SECTION 11.  Removal of  Directors.  Any  director  or the entire  board of
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directors  may  be  removed  only  in  accordance  with  the  provisions  of the
Corporation's Certificate of Incorporation.

     SECTION 12. Compensation.  Directors, as such, may receive compensation for
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service  on the board of  directors.  Members  of  either  standing  or  special
committees  may be  allowed  such  compensation  as the board of  directors  may
determine.

                                   ARTICLE IV

                      COMMITTEES OF THE BOARD OF DIRECTORS

         The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, as they may determine to be
necessary or appropriate for the conduct of the business of the Corporation, and
may prescribe the duties, constitution and procedures thereof. Each committee
shall consist of one or more directors of the Corporation appointed by a
majority of the whole board. The board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.

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<PAGE>

     The board  shall have power at any time to change the  members  of, to fill
vacancies  in, and to discharge  any  committee of the board.  Any member of any
such  committee  may  resign  at any time by giving  notice to the  Corporation;
provided,  however,  that notice to the board,  the  chairman of the board,  the
chief executive officer, the chairman of such committee,  or the secretary shall
be deemed to constitute  notice to the Corporation.  Such resignation shall take
effect upon receipt of such notice or at any later time specified therein;  and,
unless otherwise specified therein,  acceptance of such resignation shall not be
necessary to make it effective.  Any member of any such committee may be removed
at any time, either with or without cause, by the affirmative vote of a majority
of the  authorized  number of  directors  at any meeting of the board called for
that purpose.


                                    ARTICLE V

                                    OFFICERS

     SECTION 1. Positions.  The officers of the Corporation shall be a chairman,
                ----------
a president, one or more vice presidents,  a secretary and a treasurer,  each of
whom shall be  elected by the board of  directors.  The board of  directors  may
designate one or more vice presidents as executive vice president or senior vice
president. The board of directors may also elect or authorize the appointment of
such other officers as the business of the Corporation may require. The officers
shall have such  authority and perform such duties as the board of directors may
from time to time authorize or determine.  In the absence of action by the board
of  directors,  the  officers  shall have such  powers  and duties as  generally
pertain to their respective offices.

     SECTION 2.  Election and Term of Office.  The  officers of the  Corporation
                 ----------------------------
shall be elected  annually by the board of directors at the first meeting of the
board of directors  held after each annual meeting of the  stockholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible.  Each officer shall hold office until his successor
shall have been duly elected and  qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter  provided.  Election
or  appointment  of an officer,  employee  or agent  shall not of itself  create
contract  rights.  The board of directors may authorize the Corporation to enter
into an employment  contract with any officer in accordance  with state law; but
no such contract  shall impair the right of the board of directors to remove any
officer at any time in accordance with Section 3 of this Article V.

     SECTION 3. Removal. Any officer may be removed by vote of two-thirds of the
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board  of  directors  whenever,  in its  judgment,  the  best  interests  of the
Corporation  will be served  thereby,  but such  removal,  other than for cause,
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

     SECTION  4.   Vacancies.   A  vacancy  in  any  office  because  of  death,
                   ----------
resignation,  removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

     SECTION 5.  Remuneration.  The  remuneration of the officers shall be fixed
                 -------------
from time to time by the board of  directors,  and no officer shall be prevented
from  receiving  such salary by reason of the fact that he is also a director of
the Corporation.

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. Contracts. To the extent permitted by applicable law, and except
                ----------
as otherwise  prescribed by the  Corporation's  Certificate of  Incorporation or
these Bylaws with respect to certificates for shares,  the board of directors or
the executive  committee may  authorize any officer,  employee,  or agent of the
Corporation  to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the  Corporation.  Such authority may be general or
confined to specific instances.

     SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation
                ------
and no evidence of indebtedness shall be issued in its name unless authorized by
the board of  directors.  Such  authority may be general or confined to specific
instances.

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<PAGE>

     SECTION 3. Checks,  Drafts, Etc. All checks, drafts or other orders for the
                ---------------------
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by one or more officers,  employees or agents of
the Corporation in such manner,  including in facsimile form, as shall from time
to time be determined by resolution of the board of directors.

     SECTION 4. Deposits.  All funds of the Corporation  not otherwise  employed
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shall be deposited from time to time to the credit of the  Corporation in any of
its duly authorized depositories as the board of directors may select.


                                   ARTICLE VII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. Certificates for Shares.  The shares of the Corporation shall be
                ------------------------
represented by certificates  signed by the chairman of the board of directors or
the president or a vice president and by the treasurer or an assistant treasurer
or the secretary or an assistant secretary of the Corporation, and may be sealed
with the  seal of the  Corporation  or a  facsimile  thereof.  Any or all of the
signatures   upon  a  certificate  may  be  facsimiles  if  the  certificate  is
countersigned by a transfer agent, or registered by a registrar,  other than the
Corporation  itself or an  employee of the  Corporation.  If any officer who has
signed or whose facsimile  signature has been placed upon such certificate shall
have  ceased to be such  officer  before the  certificate  is issued,  it may be
issued by the Corporation with the same effect as if he were such officer at the
date of its issue.

     SECTION 2. Form of Share Certificates. All certificates representing shares
                ---------------------------
issued  by the  Corporation  shall  set  forth  upon the  face or back  that the
Corporation  will furnish to any  stockholder  upon request and without charge a
full  statement  of the  designations,  preferences,  limitations,  and relative
rights of the shares of each class  authorized to be issued,  the  variations in
the relative  rights and  preferences  between the shares of each such series so
far as the same have been fixed and  determined,  and the authority of the board
of  directors  to fix and  determine  the  relative  rights and  preferences  of
subsequent series.

     Each  certificate  representing  shares shall state upon the face  thereof:
That the Corporation is organized  under the laws of the State of Delaware;  the
name of the  person  to whom  issued;  the  number  and  class  of  shares,  the
designation of the series,  if any, which such certificate  represents;  the par
value of each share  represented  by such  certificate,  or a statement that the
shares  are  without  par  value.  Other  matters  in  regard to the form of the
certificates shall be determined by the board of directors.

     SECTION 3. Payment for Shares. No certificate shall be issued for any share
                -------------------
until such share is fully paid.

     SECTION 4. Form of Payment for Shares.  The  consideration for the issuance
                ---------------------------
of shares shall be paid in accordance  with the provisions of the  Corporation's
Certificate of Incorporation.

     SECTION 5.  Transfer of Shares.  Transfer of shares of capital stock of the
                 -------------------
Corporation  shall be made only on its stock transfer books.  Authority for such
transfer  shall be given  only the  holder  of  record  thereof  or by his legal
representative,  who shall furnish proper evidence of such authority,  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with
the Corporation.  Such transfer shall be made only on surrender for cancellation
of the certificate  for such shares.  The person in whose name shares of capital
stock stand on the books of the  Corporation  shall be deemed by the Corporation
to be the owner thereof for all purposes.

     SECTION  6. Lost  Certificates.  The board of  directors  may  direct a new
                 -------------------
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation alleged to have been lost, stolen, or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost,  stolen,  or destroyed.  When authorizing such issue of a new certificate,
the board of directors may, in its  discretion  and as a condition  precedent to
the  issuance  thereof,  require the owner of such lost,  stolen,  or  destroyed
certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate  alleged to have been lost,  stolen,
or destroyed.


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<PAGE>

                                  ARTICLE VIII

                            FISCAL YEAR; ANNUAL AUDIT

     The fiscal year of the Corporation shall end on the last day of December of
each year. The Corporation  shall be subject to an annual audit as of the end of
its fiscal year by independent public  accountants  appointed by and responsible
to the audit committee of the board of directors.


                                   ARTICLE IX

                                    DIVIDENDS

     Dividends upon the stock of the  Corporation,  subject to the provisions of
the  Certificate  of  Incorporation,  if any,  may be  declared  by the board of
directors at any regular or special meeting,  pursuant to law.  Dividends may be
paid in cash, in property or in the Corporation's own stock.


                                    ARTICLE X

                                CORPORATION SEAL

     The corporate seal of the Corporation shall be in such form as the board of
directors shall prescribe.


                                   ARTICLE XI

                                   AMENDMENTS

     In accordance with the Corporation's  Certificate of  Incorporation,  these
Bylaws may be repealed, altered, amended or rescinded by the stockholders of the
Corporation  only by vote of not less  than  80% of the  outstanding  shares  of
capital stock of the  Corporation  entitled to vote generally in the election of
directors  (considered  for this  purpose as one class) cast at a meeting of the
stockholders  called for that  purpose  (provided  that notice of such  proposed
repeal,  alteration,  amendment or  rescission is included in the notice of such
meeting).  In  addition,  the board of  directors  may repeal,  alter,  amend or
rescind  these Bylaws by vote of two-thirds of the board of directors at a legal
meeting held in accordance with the provisions of these Bylaws.




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