Exhibit
10.4

     

    EMPLOYMENT
AGREEMENT

    


    THIS AGREEMENT (the
“Agreement”), made this 15th day of August, 2008, by and between FIRST FEDERAL SAVINGS BANK OF
FRANKFORT, a federally chartered savings institution (the “Bank”), and Don Jennings (the
“Executive”). References to the Company herein shall mean Kentucky First Federal
Bancorp, a federally chartered corporation and the holding company of the
Bank.

     

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

    


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

    


    WHEREAS, Executive is willing
to serve in the employ of the Bank on a full-time basis for said
period.

    


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

    


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

    


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

    


    3.           Term.

    


    
      	
               
      

            	
              a.

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

            


    

    


    
      	
               
      

            	
              b.

            	
              Commencing
      on the first year anniversary date of this Agreement, and continuing on
      each anniversary thereafter, the disinterested members of the boards of
      directors of the Bank may extend the Agreement for an additional one-year
      period beyond the then effective expiration date, unless Executive elects
      not to extend the term of this Agreement by giving written notice in
      accordance with Section 19 of this Agreement.  The Board of
      Directors of the Bank (the “Board”) will review Executive’s performance
      annually for purposes of determining whether to extend the Agreement and
      the rationale and results thereof shall be included in the minutes of the
      Board’s meeting.  The Board shall give notice to Executive as
      soon as possible after such review as to whether the Agreement is to be
      extended.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    4.           Base
Compensation.

    


    
      	
               
      

            	
              a.

            	
              The
      Bank agrees to pay Executive during the term of this Agreement a base
      salary at the rate of $109,200 per year,
      payable in accordance with customary payroll
  practices.

            


    

    


    
      	
               
      

            	
              b.

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

            


    

    


    
      	
               
      

            	
              c.

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

            


    

    


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

    


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

    


    7.           Vacation
and Leave.  At such
reasonable times as the Board shall in its discretion permit, Executive shall be
entitled, without loss of pay, to absent herself voluntarily from the
performance of her 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 herself voluntarily from the
      performance of her 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 she shall
incur in connection with her services under this Agreement upon substantiation
of such expenses in accordance with applicable policies of the
Bank.

    


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

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    10.         Loyalty and
Confidentiality.

    


    
      	
               
      

            	
              a.

            	
              During
      the term of this Agreement and except for illnesses, reasonable vacation
      periods, and reasonable leaves of absence, Executive: (i) shall devote her
      full business time, attention, skill, and efforts to the faithful
      performance of her duties hereunder; provided, however, that from time to
      time, Executive may serve on the boards of directors of, and hold any
      other offices or positions in, companies or organizations which will not
      present any conflict of interest with the Bank or any of their
      subsidiaries or affiliates or unfavorably affect the performance of
      Executive’s duties pursuant to this Agreement, or violate any applicable
      statute or regulation and (ii) shall not engage in any business or
      activity contrary to the business affairs or interests of the Bank. “Full
      business time” is hereby defined as that amount of time usually devoted to
      like companies and institutions by similarly situated executive
      officers.

            


    

    


    
      	
               
      

            	
              b.

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

            


    

    


    
      	
               
      

            	
              c.

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

            


    

    


    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 her 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 her death
  occurred.

            


    

    


    
      	
               
      

            	
              b.

            	
              Retirement.  This
      Agreement shall be terminated upon Executive’s retirement under the
      retirement benefit plan or plans in which she 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 her duties under this
      Agreement and that results in Executive becoming eligible for long-term
      disability benefits under any long-term disability plans of the Bank (or,
      if there are no such plans in effect, that impairs Executive’s ability to
      substantially perform her duties under this Agreement for a period of one
      hundred eighty (180) consecutive days).  The Board shall
      determine whether or not Executive is and continues to be permanently
      disabled for purposes of this Agreement in good faith, based upon
      competent medical advice and other factors that they reasonably believe to
      be relevant.  As a condition to any benefits, the Board may
      require Executive to submit to such physical or mental evaluations and
      tests as it deems reasonably
appropriate.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              ii.

            	
              In
      the event of such Disability, Executive shall be entitled to the
      compensation and benefits provided for under this Agreement for (1) any
      period during the term of this Agreement and prior to the establishment of
      Executive’s Disability during which Executive is unable to work due to the
      physical or mental infirmity, and (2) any period of Disability which is
      prior to Executive’s termination of employment pursuant to this Section
      11c.; provided, however, that any benefits paid pursuant to the Bank’s
      long-term disability plan will continue as provided in such plan without reduction for
      payments made pursuant to this Agreement.  During any period
      that Executive receives disability benefits and to the extent that
      Executive shall be physically and mentally able to do so, she shall
      furnish such information, assistance and documents so as to assist in the
      continued ongoing business of the Bank and, if able, she shall make
      herself available to the Bank to undertake reasonable assignments
      consistent with her prior position and her physical and mental
      health.  The Bank 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 her employment at any time, for
      “Cause.”  Executive shall have no right to receive compensation
      or other benefits for any period after termination for Cause except for
      vested benefits.  Termination for Cause shall mean termination
      because of, in the good faith determination of the Board,
      Executive’s:

            


    

    


    
      	
               
      

            	
              (1)

            	
              Personal
      dishonesty;

            


    

    


    
      	
               
      

            	
              (2)

            	
              Incompetence;

            


    

    


    
      	
               
      

            	
              (3)

            	
              Willful
      misconduct;

            


    

    


    
      	
               
      

            	
              (4)

            	
              Breach
      of fiduciary duty involving personal
profit;

            


    

    


    
      	
               
      

            	
              (5)

            	
              Intentional
      failure to perform stated duties under this
  Agreement;

            


    

    


    
      	
               
      

            	
              (6)

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

            


    

    


    
      	
               
      

            	
              (7)

            	
              Material
      breach by Executive of any provision of this
  Agreement.

            


    

    


    
      	
               
      

            	
              ii.

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

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              e.

            	
              Voluntary Termination
      by Executive.  In addition to her 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 her compensation, vested rights and employee benefits up to
      the date of her 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 her 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 her 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 she 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 her termination
      (with the amount of the benefits determined by reference to the benefits
      received by Executive or accrued on her behalf under such programs during
      the twelve (12) months preceding her termination) and continue to
      participate in any benefit plans of the Bank that provide health
      (including medical and dental), life or disability insurance, or similar
      coverage, upon terms no less favorable than the most favorable terms
      provided to senior executives of the Bank during such
      period.  In the event that the Bank is unable to provide such
      coverage by reason of Executive no longer being an employee, the Bank
      shall provide Executive with comparable coverage on an individual policy
      basis.

            


    

    


    
      	
               
      

            	
              iii.

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

            


    

    


    
      	
               
      

            	
              (1)

            	
              A
      material reduction in Executive’s responsibilities or authority in
      connection with her employment with the
Bank;

            


    

    


    
      	
               
      

            	
              (2)

            	
              Assignment
      to Executive of duties of a non-executive nature or duties for which she
      is not reasonably equipped by her skills and
  experience;

            


    

    


    
      	
               
      

            	
              (3)

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

            


    

    


    
      	
               
      

            	
              (4)

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

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (5)

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

            


    

    


    (6)           Liquidation
or dissolution of the Bank.

    


    
      	
               
      

            	
              iv.

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

            


    

    


    
      	
               
      

            	
              g.

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

            


    

    


    
      	
               
      

            	
              i.

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

            


    

    


    
      	
               
      

            	
              ii.

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

            


    

    


    12.         Termination in Connection
with a Change in Control.

    


    
      	
               
      

            	
              a.

            	
              For
      purposes of this Agreement, a “Change in Control” means any of the
      following events with respect to the Bank or Kentucky First Federal
      Bancorp, Inc. (the “Company”):

            


    

    


    
      	
               
      

            	
              i.

            	
              Merger: The
      Company merges into or consolidates with another corporation, or merges
      another corporation into the Company, and as a result less than a majority
      of the combined voting power of the resulting corporation immediately
      after the merger or consolidation is held by persons who were stockholders
      of the Company immediately before the merger or
    consolidation.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              ii.

            	
              Acquisition of
      Significant Share Ownership: The Company files, or is required to
      file, a report on Schedule 13D or another form or schedule (other than
      Schedule 13G) required under Sections 13(d) or 14(d) of the Securities
      Exchange Act of 1934, if the schedule discloses that the filing person or
      persons acting in concert has or have become the beneficial owner of 25%
      or more of a class of the Company’s voting securities, but this clause (b)
      shall not apply to beneficial ownership of Company voting shares held in a
      fiduciary capacity by an entity of which the Company directly or
      indirectly beneficially owns 50% or more of its outstanding voting
      securities.

            


    

    


    
      	
               
      

            	
              iii.

            	
              Change in Board
      Composition:  During any period of two consecutive years,
      individuals who constitute the Company’s Board of Directors at the
      beginning of the two-year period cease for any reason to constitute at
      least a majority of the Company’s Board of Directors; provided, however,
      that for purposes of this clause (iii), each director who is first elected
      by the Board (or first nominated by the Board for election by the
      stockholders) by a vote of at least two-thirds (2/3) of the directors who
      were directors at the beginning of the two-year period shall be deemed to
      have also been a director at the beginning of such period;
    or

            


    

    


    
      	
               
      

            	
              iv.

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

            


    

    


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

    


    
      	
               
      

            	
              b.

            	
              Termination.  If
      within the period ending one year after a Change in Control, (i) the Bank
      shall terminate Executive’s employment Without Cause, or (ii) Executive
      voluntarily terminates her employment with Good Reason, the Bank shall,
      within ten calendar days of the termination of Executive’s employment,
      make a lump-sum cash payment to her 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 her
      termination of employment, receive the benefits she would have received
      over such period under any retirement programs (whether tax-qualified or
      non-tax-qualified) in which Executive participated prior to her
      termination (with the amount of the benefits determined by reference to
      the benefits received by Executive or accrued on her behalf under such
      programs during the twelve (12) months preceding the Change in Control)
      and continue to participate in any benefit plans of the Bank that provide
      health (including medical and dental), life or disability insurance, or
      similar coverage upon terms no less favorable than the most favorable
      terms provided to senior executives during such period.  In the
      event that the Bank is unable to provide such coverage by reason of
      Executive no longer being an employee, the Bank shall provide Executive
      with comparable coverage on an individual policy basis or the cash
      equivalent.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              c.

            	
              The
      provisions of Section 12 and Sections 14 through 25, including the defined
      terms used in such sections, shall continue in effect until the later of
      the expiration of this Agreement or one year following a Change in
      Control.

            


    

    


    
      	
               
      

            	
              Indemnification and
      Liability Insurance.

            


    

    


    
      	
               
      

            	
              a.

            	
              Indemnification.  The
      Bank agrees to indemnify Executive (and her 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 her in connection with or
      arising out of any action, suit, or proceeding in which she may be
      involved by reason of her having been a director or Executive of the Bank
      or any of its subsidiaries (whether or not she 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 her capacity as an Executive or director
      of the Bank or any of its subsidiaries.  Indemnification for
      expenses shall not extend to matters for which Executive has been
      terminated for Cause.  Nothing contained herein shall be deemed
      to provide indemnification prohibited by applicable law or
      regulation.  Notwithstanding anything herein to the contrary,
      the obligations of this Section 13 shall survive the term of this
      Agreement by a period of six (6)
years.

            


    

    


    
      	
               
      

            	
              b.

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

            


    

    


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

    


    15.      Limitation
of Benefits under Certain Circumstances.  If the payments
and benefits pursuant to Section 12 of this Agreement, either alone or together
with other payments and benefits which Executive has the right to receive from
the Bank, would constitute a “parachute payment” under Section 280G of the Code,
the payments and benefits pursuant to Section 12 shall be reduced or revised, in
the manner determined by Executive, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits under Section 12
being non-deductible to the Bank pursuant to Section 280G of the Code and
subject to the excise tax imposed under Section 4999 of the Code.  The
determination of any reduction in the payments and benefits to be made pursuant
to Section 12 shall be based upon the opinion of the Bank’s independent public
accountants and paid for by the Bank.  In the event that the Bank
and/or Executive do not agree with the opinion of such counsel, (i) the Bank
shall pay to Executive the maximum amount of payments and benefits pursuant to
Section 12, as selected by Executive, which such opinion indicates there is a
high probability do not result in any of such payments and benefits being
non-deductible to the Bank and subject to the imposition of the excise tax
imposed under Section 4999 of the Code and (ii) the Bank may request, and
Executive shall have the right to demand that they request, a ruling from the
IRS as to whether the disputed payments and benefits pursuant to Section 12 have
such consequences.  Any such request for a ruling from the IRS shall
be promptly prepared and filed by the Bank, but in no event later than thirty
(30) days from the date of the opinion of counsel referred to above, and shall
be subject to Executive’s approval prior to filing, which shall not be
unreasonably withheld.  The Bank and Executive agree to be bound by
any ruling received from the IRS and to make appropriate payments to each other
to reflect any such rulings, together with interest at the applicable federal
rate provided for in Section 7872(f)(2) of the Code.  Nothing
contained herein shall result in a reduction of any payments or benefits to
which Executive may be entitled upon termination of employment other than
pursuant to Section 12 hereof, or a reduction in the payments and benefits
specified in Section 12 below zero.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


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

    


    17.         Successors and
Assigns.

    


    
      	
               
      

            	
              a.

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

            


    

    


    
      	
               
      

            	
              b.

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

            


    

    


    18.         No
Mitigation.  Executive shall
not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise and no such payment shall be
offset or reduced by the amount of any compensation or benefits provided to
Executive in any subsequent employment.

    


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

    


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

    


    21.         Amendments.  No amendments or
additions to this Agreement shall be binding unless made in writing and signed
by all of the parties, except as herein otherwise specifically
provided.

    


    22.         Applicable
Law.  Except to the
extent preempted by federal law, the laws of the Commonwealth of Kentucky shall
govern this Agreement in all respects, whether as to its validity, construction,
capacity, performance or otherwise.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    23.         Severability.  The provisions of
this Agreement shall be deemed severable and the invalidity or unenforceability
of any provision shall not affect the validity or enforceability of the other
provisions hereof.

    


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

    


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

    


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

    


    
      	
               
      

            	
              a.

            	
              The
      Bank may terminate Executive’s employment at any time, but any termination
      by the Bank, other than termination for Cause, shall not prejudice
      Executive’s right to compensation or other benefits under this
      Agreement.  Executive shall not have the right to receive
      compensation or other benefits for any period after termination for Cause
      as defined in Section 7 of this
Agreement.

            


    

    


    
      	
               
      

            	
              b.

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

            


    

    


    
      	
               
      

            	
              c.

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

            


    

    


    
      	
               
      

            	
              d.

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

            


    

    


    
      	
               
      

            	
              e.

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

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              f.

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

            


    

    


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

    


    
      
        
          	
                  ATTEST:

                	 	
                  FIRST
      FEDERAL SAVINGS BANK OF FRANKFORT

                
	 
      	 	 
      	 
      
	
                  /s/ Teresa Kuhl

                	 	
                  By:  

                	
                  /s/ Herman D. Regan, Jr.

                
	 
      	 	 
      	
                  For
      the Entire Board of Directors

                
	 
      	 	 
      	 
      
	
                  WITNESS:

                	 	
                  EXECUTIVE

                
	 
      	 	 
      	 
      
	
                  /s/ Teresa Kuhl

                	 	
                  By:

                	
                  /s/ Don D. Jennings

                
	 
      	 	 
      	
                  Don
      D. Jennings

                


        

      

    

    


    Amendment

    to
the

    Bank
Employment Agreement

    


     

    This Amendment to the Employment
Agreement is entered into as of December 9, 2008 by and
between First Federal Savings Bank  of Frankfort (the “Bank”) and
Don D. Jennings (the
“Executive”).

     

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

     

    WHEREAS, the Executive and the
Bank 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 Bank) and (b) the Bank 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 Bank 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 21.  The Executive and the Bank 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 Bank 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.

    


    
      
        	
                FIRST
      FEDERAL SAVINGS BANK OF FRANKFORT

              
	 
      	 
      
	
                By:

              	
                /s/ R. Clay Hulette

              
	 
      	 
      
	
                Title:

              	
                President

              
	 
      	 
      
	
                EXECUTIVE

              
	 
      
	
                /s/ Don D.
  Jennings