Exhibit
10.1

    


    HOLDING
COMPANY

    EMPLOYMENT
AGREEMENT

    


    THIS AGREEMENT (the
“Agreement”), made this 15th day of August, 2008, by and between KENTUCKY FIRST FEDERAL
BANCORP, a federally chartered corporation (the “Company”), and Tony D. Whitaker (the
“Executive”).  References to the “Bank” herein shall mean First
Federal Savings and Loan Association, 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 Chairman of the Board of Directors and Chief Executive Officer 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
      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 $164,400 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 time 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 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
      its affiliates 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 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 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 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;

            


    

    


    
      	
               
      

            	
              (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 or 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
      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 shall terminate Executive’s employment Without Cause, or (ii)
      Executive voluntarily terminates his employment with Good Reason, the
      Company or 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,
      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 attorney’s 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 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’s independent public accountants and paid for by the
Company.  In the event that the Company and/or Executive do not agree
with the opinion of such counsel, (i) the Company or 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
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 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 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 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 level of activity and
the time expended on such 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 office and to Executive at his home address as
maintained in the records of the Company.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    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.

    


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

    


    
      
        	
                ATTEST:

              	 
      	
                KENTUCKY
      FIRST FEDERAL BANCORP

              
	 
      	 
      	 
      	 
      
	
                /s/ Thomas F. Skaggs

              	 
      	
                By:   
      

              	
                /s/ Don D. Jennings

              
	
                Corporate
      Secretary

              	 
      	 
      	
                For
      the Entire Board of Directors

              
	 
      	 
      	 
      	 
      
	
                WITNESS:

              	 
      	
                EXECUTIVE

              
	 
      	 
      	 
      	 
      
	
                /s/ Thomas F. Skaggs

              	 
      	
                By:  

              	
                /s/ Tony D. Whitaker

              
	
                Corporate
      Secretary

              	 
      	 
      	
                Tony
      D. Whitaker

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Amendment

    to
the

    Holding
Company

    Employment
Agreement

     

    This Amendment to the Employment
Agreement is entered into as of December 22, 2008, by and
between Kentucky First Federal Bancorp (the “Company”) and Tony D. Whitaker (the
“Executive”).

     

    WHEREAS, the Executive is
currently employed as Chairman
and Chief Executive Officer of the Company; and

     

    WHEREAS, the Executive and the
Company previously entered into an Employment Agreement dated August 15, 2008 (the
“Employment Agreement”); and

     

    WHEREAS, the parties to the
Employment Agreement desire to amend the Employment Agreement to bring it into
compliance with Section 409A of the Internal Revenue Code of 1986, as
amended.

     

    NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to amend the Employment Agreement
as follows:

    


    A new Section 27 is added to the
Employment Agreement read as follows:

    


    27.         Section 409A

    


    (i)       The
Executive will be deemed to have a termination of employment for purposes of
determining the timing of any payments that are classified as deferred
compensation only upon a “separation from service” within the meaning of
Section 409A.

     

    (ii)      If
at the time of the Executive’s separation from service, (a) the Executive
is a “specified employee” (within the meaning of Section 409A and using the
methodology selected by the Company) and (b) the Company make a good faith
determination that an amount payable or the benefits to be provided hereunder
constitutes deferred compensation (within the meaning of Section 409A), the
payment of which is required to be delayed pursuant to the six-month delay
rule of Section 409A in order to avoid taxes or penalties under
Section 409A, then the Company will not pay the entire amount on the
otherwise scheduled payment date but will instead pay on the scheduled payment
date the maximum amount permissible in order to comply with Section 409A (i.e.,
any amount that satisfies an exception under the Section 409A rules from being
categorized as deferred compensation) and will pay the remaining amount (if any)
in a lump sum on the first business day after such six month
period. 

      

    (iii)     To
the extent the Executive would be subject to an additional 20% tax imposed on
certain deferred compensation arrangements pursuant to Section 409A as a
result of any provision of this Agreement, such provision shall be deemed
amended to the minimum extent necessary to avoid application of such tax and the
parties shall promptly execute any amendment reasonably necessary to implement
this Section 27.  The Executive and the Company agree to cooperate to
make such amendment to the terms of this Agreement as may be necessary to avoid
the imposition of penalties and taxes under Section 409A; provided,
however, that the Executive agrees that any such amendment shall provide the
Executive with economically equivalent payments and benefits, and the Executive
agrees that any such amendment will not materially increase the cost to, or
liability of, the Company with respect to any payment.

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (iv)        For
purposes of the this Agreement, Section 409A shall refer to Section 409A of the
Internal Revenue Code of 1986, as amended, and the Treasury regulations and any
other authoritative guidance issued thereunder.

     

    IN WITNESS WHEREOF, the
parties have duly executed and delivered this Amendment to the Employment
Agreement, or have caused this Amendment to the Employment Agreement to be duly
executed and delivered in their name and on their behalf, as of the day and year
first above written.

    


    
      
        	
                KENTUCKY
      FIRST FEDERAL BANCORP

              
	 
      	 
      
	
                By:

              	
                /s/ Don D. Jennings

              
	 
      	 
      
	
                Title:

              	
                President/Chief Operating
      Officer

              
	 
      	 
      
	
                EXECUTIVE

              
	 
      
	
                /s/ Tony D.
  Whitaker