Exhibit
10.8

       

      AMENDED
AND RESTATED

      FIRST
FEDERAL SAVINGS AND LOAN ASSOCIATION OF HAZARD

      CHANGE
IN CONTROL SEVERANCE COMPENSATION PLAN

      


      
        	
                A.

              	
                Purpose.

              


      

      


      
        	
                The
      purpose of the First Federal Savings and Loan Association of Hazard Change
      in Control Severance Compensation Plan (the “Plan”) is to ensure the
      successful continuation of the business of First Federal Savings and Loan
      Association (the “Bank”) and the fair and equitable treatment of employees
      following a Change in Control (as defined below).  The Bank has
      amended and restated this Plan to conform to the requirements of Section
      409A of the Internal Revenue Code of 1986, as amended (the
      “Code”).

              


      

      


      
        	
                B.

              	
                Covered
      Employees.

              


      

       

      Subject
to paragraph C below, any employee of the Bank (or a subsidiary that has adopted
that Plan in accordance with paragraph H) with at least one year of service as
of his or her termination date shall be eligible to receive a Change in Control
Severance Benefit (as defined below) if, within the period beginning on the
effective date of a Change in Control and ending on the first anniversary of
such date, (i) the employee’s employment is involuntarily terminated or (ii) the
employee terminates employment voluntarily after being offered continued
employment in a position that is not a Comparable Position (as defined
below).

      


      
        	
                C.

              	
                Limitations on
      Eligibility for Change in Control Severance
    Benefits.

              


      

      


      1.      No
employee shall be eligible for a Change in Control Severance Benefit if (a) his
or her employment is terminated for “Cause”, (b) he or she is offered a
Comparable Position and declines to accept such position or (c) the employee is,
at the time of termination of employment, a party to an individual employment
agreement or change in control agreement.

      


      
        
          	
                  2.

                	
                  For
      purposes of this Plan, a termination of employment for “Cause” shall
      include termination because of the employee’s personal dishonesty,
      incompetence, willful misconduct, breach of fiduciary duty involving
      personal profit, intentional failure to perform stated duties, willful
      violation of any law, rule or regulation (other than traffic violations or
      similar offenses) or violation of any final cease-and desist order, or
      material breach of any provision of the
plan.

                


        

      

      


      3.      For
purposes of this Plan, a “Comparable Position” shall mean a position that would
(i) provide the employee with base compensation and benefits that are comparable
in the aggregate to those provided to the employee prior to the Change in
Control, (ii) provide the employee with an opportunity for variable bonus
compensation that is comparable to the opportunity provided to the employee
prior to the Change in Control, (iii) be in a location that would not require
the employee to increase his or her daily one way commuting distance by more
than twenty-five miles as compared to the employee’s commuting distance
immediately prior to the Change in Control and (iv) have job skill requirements
and duties that are comparable to the requirements and duties of the position
held by the employee prior to the Change in Control.



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                D.

              	
                Definition of Change
      in Control.

              


      

      


      For
purposes of this Plan, “Change in Control” means the occurrence of any one of
the following events:

      


      
        	
                 
      

              	
                (1)

              	
                Merger:
      Kentucky First Federal Bancorp, Inc. (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.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                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.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                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

              


      

      


      
        	
                 
      

              	
                (4)

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

              


      

      


      
        	
                E.

              	
                Determination of the
      Change in Control Severance
Benefit.

              


      

      


      The
Change in Control Severance Benefit payable to an eligible employee under this
Plan shall be determined as follows:

      


      
        	
                 
      

              	
                (1)

              	
                An
      eligible employee who becomes entitled to receive a Change in Control
      Severance Payment under the Plan shall receive a benefit determined under
      the following schedule:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      basic benefit under the Plan shall be determined as the product of (i) the
      employee’s years of service from his or her hire date (including partial
      years) through the termination date and (ii) one (1) month of the
      employee’s Base Compensation (as defined below).  A “year of
      service” shall mean each 12-month period of service following an
      employee’s hire date determined without regard to the number of hours
      worked during such period(s).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Notwithstanding
      anything in this Plan to the contrary, the minimum payment to an eligible
      employee under this Plan shall be one (1) month of Base Compensation and
      the maximum payment to an eligible employee shall not exceed twelve (12)
      months of Base Compensation.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                The
      Change in Control Severance payment shall be made in a lump sum not later
      than five (5) business days after the date of the employee’s termination
      of employment.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (3)

              	
                For
      the purpose of making severance determinations under this paragraph D,
      “Base Compensation” shall mean:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                for
      salaried employees, the employee’s annual base salary at the rate in
      effect on his or her termination date or, if greater, the rate in effect
      on the date immediately preceding the Change in
  Control.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                for
      employees whose compensation is determined in whole or in part on the
      basis of commission income, the employee’s base salary at termination (or,
      if greater, the base salary on the date immediately preceding the
      effective date of the Change in Control), if any, plus the commissions
      earned by the employee in the twelve (12) full calendar months preceding
      his or her termination date (or, if greater, the commissions earned in the
      twelve (12) full calendar months immediately preceding the effective date
      of the Change in Control).

              


      

      


      (c)       for
hourly employees, the employee’s total hourly wages for the twelve (12) full
calendar months preceding his or her termination date or, if greater, the twelve
(12) full calendar months preceding the effective date of the Change in
Control.

      


      
        	
                F.

              	
                Withholding.

              


      

      


      All
payments will be subject to customary withholding for federal, state and local
tax purposes.

      


      
        	
                G.

              	
                Parachute
      Payment.

              


      

      


      Notwithstanding anything in this Plan
to the contrary, if a benefit to an employee who is a “Disqualified Individual”
shall be in an amount which includes an “Excess Parachute Payment” taking into
account payments under this Plan and otherwise, the benefit under this Plan to
that employee shall be reduced to the maximum amount which does not include an
Excess Parachute Payment.  The terms “Disqualified Individual” and
“Excess Parachute Payment” shall have the same meanings as under Section 280G of
the Code, or any successor provision thereto.

      


      
        	
                H.

              	
                Adoption by
      Subsidiaries.

              


      

      


      
        Upon
approval by the Board of Directors of the Bank, this Plan may be adopted by any
subsidiary  of the Bank.  Upon such adoption, the subsidiary
shall become an Employer hereunder and the provisions of the Plan shall be fully
applicable to the Employees of that subsidiary.

      

      


      
        	
                I.

              	
                Administration.

              


      

      


      
        The Plan
is administered by the Board of Directors of the Bank, which shall have the
discretion to interpret the terms of the Plan and to make all determinations
regarding eligibility for and payment of benefits. All decisions of the Board,
any action taken by the Board with respect to the Plan and within the powers
granted to the Board under the Plan, and any interpretation by the Board of any
term or condition of the Plan, are conclusive and binding on all persons, and
will be given the maximum possible deference allowed by law. The Board may
delegate and reallocate any authority and responsibility with respect to the
Plan.

      


      
        	
                J.

              	
                Source of
      Payments.

              


      

       

      
        All
amounts payable under the Plan will be paid in cash from the general funds of
the Bank; no separate fund will be established under the Plan; and the Plan will
have no assets.

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                K.

              	
                Inalienability.

              


      

       

      In no
event may any Employee sell, transfer, anticipate, assign or otherwise dispose
of any right or interest under the Plan. At no time will any such right or
interest be subject to the claims of creditors, nor liable to attachment,
execution or other legal process.

      


      
        	
                L.

              	
                Governing
      Law.

              


      

      


      
        The
provisions of the Plan will be construed, administered and enforced in
accordance with the laws of Kentucky, except to the extent that federal law
applies.

      

      


      
        	
                M.

              	
                Severability.

              


      

      


      
        If any
provision of the Plan is held invalid or unenforceable, its invalidity or
unenforceability will not affect any other provision of the Plan, and the Plan
will be construed and enforced as if such provision had not been
included.

      

       

      
        	
                N.

              	
                No Employment
      Rights.

              


      

      


      
        Neither
the establishment nor the terms of this Plan shall be held or construed to
confer upon any employee any right to continued employment by the Bank, nor
shall they constitute a contract of employment, express or
implied.  The Bank reserves the right to dismiss or discipline any
employee to the same extent and on the same basis as though this Plan had not
been adopted.  Nothing in this Plan is intended to alter the at-will
status of the Bank’s employees.  Except to the extent otherwise
expressly set forth to the contrary in an individual employment-related
agreement, the employment of any employee may be terminated at any time by
either the Bank or the employee with or without cause.

      

      


      
        	
                O.

              	
                Amendment and
      Termination.

              


      

      


      
        The Plan
may be terminated or amended in any respect by resolution adopted by a majority
of the Board of Directors of the Bank, unless a Change in Control has previously
occurred.  If a Change in Control occurs, the Plan no longer shall be
subject to amendment, change, substitution, deletion, revocation or termination
in any respect whatsoever.  The form of any proper amendment or
termination of the Plan shall be a written instrument signed by a duly
authorized officer or officers of the Bank, certifying that the amendment or
termination has been approved by the Board of Directors.  A proper
amendment of the Plan automatically shall effect a corresponding amendment to
each Participant’s rights hereunder.  A proper termination of the Plan
automatically shall effect a termination of all employees’ rights and benefits
hereunder.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                P.

              	
                Section
      409A.

              


      

      


      If when termination of employment
occurs an employee is a “specified employee” (within the meaning of Section 409A
of the Code), and if the cash severance payment under paragraph E. would be
considered deferred compensation under Section 409A of the Code, and, finally,
if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i)
of the Code is not available, the employee’s severance benefit shall be paid to
the employee in a single lump sum, without interest, on the first payroll date
of the seventh month after the month in which the employee’s employment
terminates, provided the termination of employment constitutes a “separation
from service” under Section 409A of the Code. References in this Plan to Section
409A of the Code include rules, regulations, and guidance of general application
issued by the Department of the Treasury under Section 409A of the
Code.


      


      IN WITNESS WHEREOF, a duly authorized
officer of the Bank has executed this Plan as of  December 22,
2008.


      


      
        
          	
                  ATTEST:

                	 
      	
                  FIRST
      FEDERAL SAVINGS AND LOAN

                
	
                  ASSOCIATION

                	 
      	 
      
	 
      	 
      	 
      
	
                  /s/ Thomas F. Skaggs

                	 
      	
                  /s/ Tony D.
  Whitaker