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<SEC-DOCUMENT>0000909654-05-002387.txt : 20051209
<SEC-HEADER>0000909654-05-002387.hdr.sgml : 20051209
<ACCEPTANCE-DATETIME>20051209160001
ACCESSION NUMBER:		0000909654-05-002387
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		6
REFERENCES 429:			061-1484858
FILED AS OF DATE:		20051209
DATE AS OF CHANGE:		20051209
EFFECTIVENESS DATE:		20051209

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Kentucky First Federal Bancorp
		CENTRAL INDEX KEY:			0001297341
		STANDARD INDUSTRIAL CLASSIFICATION:	SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035]
		IRS NUMBER:				611484858
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-130243
		FILM NUMBER:		051255644

	BUSINESS ADDRESS:	
		STREET 1:		479 MAIN STREET
		CITY:			HAZARD
		STATE:			KY
		ZIP:			41702
		BUSINESS PHONE:		(606) 436-3860

	MAIL ADDRESS:	
		STREET 1:		479 MAIN STREET
		CITY:			HAZARD
		STATE:			KY
		ZIP:			41702

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Kentucky First Federal Bancorp Inc
		DATE OF NAME CHANGE:	20040715
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>kentuckyfirsts8nov14.txt
<TEXT>
<PAGE> 1


As filed with the Securities and Exchange Commission on December 9, 2005
Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         KENTUCKY FIRST FEDERAL BANCORP
             (exact name of registrant as specified in its charter)


        UNITED STATES                               61-1484858
        -------------                               ----------
(State or other jurisdiction of          (IRS Employer Identification No.)
 incorporation or organization)


                                 479 MAIN STREET
                             HAZARD, KENTUCKY 41702
                                 (606) 436-3860
               (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

            KENTUCKY FIRST FEDERAL BANCORP 2005 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)
                             ----------------------

                                                    COPIES TO:
TONY D. WHITAKER                                    GARY R. BRONSTEIN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER                THOMAS P. HUTTON
KENTUCKY FIRST FEDERAL BANCORP                      JOEL E. RAPPOPORT
479 MAIN STREET                                     MULDOON MURPHY & AGUGGIA LLP
HAZARD, KENTUCKY 41702                              5101 WISCONSIN AVENUE, N.W.
(606) 436-3860                                      WASHINGTON, D.C.  20016
(Name, address, including zip code, and telephone   (202) 362-0840
number, including area code, of agent for service)

<TABLE>
<CAPTION>
===================================================================================================================
          Title of                                     Proposed Maximum      Proposed Maximum
      Securities to be                Amount          Offering Price Per    Aggregate Offering        Amount of
         Registered            to be Registered (1)          Share                 Price          Registration Fee
- -------------------------------------------------------------------------------------------------------------------
       <S>                          <C>                      <C>                     <C>                  <C>
        Common Stock
       $.01 par Value               589,702 (2)              $10.12 (3)               $5,967,748           $639
===================================================================================================================
</TABLE>
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Kentucky First Federal Bancorp 2005 Equity Incentive Plan (the "Plan")
     as the result of a stock split, stock dividend or similar adjustment to the
     outstanding common stock of Kentucky First Federal Bancorp (the "Common
     Stock") pursuant to 17 C.F.R. ss.230.416(a).
(2)  Represents the shares which may be issued as stock awards or upon the
     exercise of options to purchase shares of Kentucky First Federal Bancorp
     common stock under the Plan.
(3)  Estimated solely for the purpose of calculating the registration fee. The
     average of the high and low price of the Common Stock as reported on
     December 8, 2005 in accordance with 17 C.F.R. ss.230.457(c).

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.


<PAGE> 2



KENTUCKY FIRST FEDERAL BANCORP

PART I   INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The document containing the information for the Kentucky First
Federal Bancorp 2005 Equity Incentive Plan (the "Plan") specified by Part I of
this Registration Statement will be sent or given to the participants in the
Plan as specified by Rule 428(b)(1). Said document need not be filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428. Said document and the information incorporated
by reference pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus for the Registration Statement.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed or to be filed by Kentucky First Federal
Bancorp (the "Registrant" or the "Corporation") with the SEC are incorporated by
reference in this Registration Statement:

         (a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended June 30, 2005, which includes the consolidated statements of income,
equity and cash flows for the periods ending June 30, 2004 and June 30, 2005,
filed with the SEC on September 28, 2005 (File No. 000-51176).

         (b) The description of the Registrant's common stock contained in
Registrant's Form 8-A12G (File No. 000-51176), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on February 23, 2005.

         (c) All documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which deregisters all securities then remaining unsold.

         ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

<PAGE> 3


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR

         The Registrant (also referred to herein as the "Holding Company") shall
indemnify its directors, officers and employees in accordance with the following
provision from the Registrant's Bylaws:

                                   ARTICLE XI
                                 INDEMNIFICATION

         The Subsidiary Holding Company shall indemnify all officers, directors
and employees of the Subsidiary Holding Company, and their heirs, executors and
administrators, to the fullest extent permitted under federal law against all
expenses and liabilities reasonably incurred by them in connection with or
arising out of any action, suit or proceeding in which they may be involved by
reason of their having been a director or officer of the Subsidiary Holding
Company, whether or not they continue to be a director or officer at the time of
incurring such expenses or liabilities, such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         None.

ITEM 8.  EXHIBITS

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

         List of Exhibits (filed herewith unless otherwise noted):

         5        Opinion of Muldoon Murphy & Aguggia LLP as to the legality of
                  the common stock to be issued.
         10.1     Kentucky First Federal Bancorp 2005 Equity Incentive Plan(1)
         10.2     Form of Restricted Stock Award Agreement
         10.3     Form of Incentive Stock Option Award Agreement
         10.4     Form of Non-Statutory Stock Option Award Agreement
         23.1     Consent of Muldoon Murphy & Aguggia LLP
                  (contained in the opinion included as Exhibit 5)
         23.2     Consent of Grant Thornton LLP
         24       Power of Attorney (contained on the signature pages).
- ----------------------------
(1)      Incorporated herein by reference to Appendix C in the definitive proxy
         statement amendment (000-51176) filed with the SEC on October 24, 2005.

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement unless the information or prospectus required by (i)
                  and (ii) is contained in periodic reports filed by the
                  Registrant pursuant to Section 13(a) or 15(d) of the Exchange
                  Act that are incorporated by reference into this Registration
                  Statement:

                                       2
<PAGE> 4


                  (i)  To include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933;

                 (ii)  To reflect in the prospectus any facts or events
                       arising after the effective date of the Registration
                       Statement (or the most recent post-effective amendment
                       thereof) which, individually or in the aggregate,
                       represent a fundamental change in the information set
                       forth in the registration statement; and

                (iii)  To include any material information with respect to
                       the plan of distribution not previously disclosed in
                       the Registration Statement or any material change to
                       such information in the Registration Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new Registration Statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (4)      That, for purposes of determining any liability under the
                  Securities Act, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or 15(d) of the Exchange Act that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in such Act and will be governed by the final
adjudication of such issue.

                                       3

<PAGE> 5


                                   SIGNATURES

         THE REGISTRANT.

         Pursuant to the requirements of the Securities Act of 1933, Kentucky
First Federal Bancorp certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hazard, Kentucky on December 9, 2005.

                                         KENTUCKY FIRST FEDERAL BANCORP


                                         By:/s/ Tony D. Whitaker
                                            ------------------------------------
                                            Tony D. Whitaker
                                            Chairman and Chief Executive Officer
                                            (principal executive officer)

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Tony D. Whitaker and R. Clay Hulette, as the true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities to sign any or all amendments to the Form S-8 registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the United States Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully, and to all intents and purposes, as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his or her substitute, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>


     Name                        Title                                       Date
     ----                        -----                                       ----

<S>                         <C>                                         <C>

/s/ Tony D. Whitaker        Chairman, Chief Executive Officer           December 9, 2005
- ----------------------      and Director
 Tony D. Whitaker           (principal executive officer)


/s/ R. Clay Hulette
- ----------------------      Vice President, Chief Financial Officer     December 9, 2005
R. Clay Hulette             and Treasurer
                            (principal financial and
                            accounting  officer)


/s/ Walter G. Ecton. Jr.
- ------------------------    Director                                    December 9, 2005
Walter G. Ecton. Jr.


<PAGE> 6

/s/ Don D. Jennings
- ----------------------      Director                                    December 9, 2005
Don D. Jennings


/s/ Stephen G. Barker
- ----------------------      Director                                    December 9, 2005
Stephen G. Barker


/s/ David R. Harrod
- ----------------------      Director                                    December 9, 2005
David R. Harrod


/s/ William D. Gorman
- ----------------------      Director                                    December 9, 2005
William D. Gorman


/s/ Herman D. Regan, Jr.
- ------------------------    Director                                    December 9, 2005
Herman D. Regan, Jr.

</TABLE>

                                       4

<PAGE> 7
<TABLE>
<CAPTION>

                                  EXHIBIT INDEX
                                  -------------


                                                                                                       Sequentially
                                                                                                        Numbered Page
Exhibit No.            Description                                   Method of Filing                     Location
- -----------      -----------------------------------------          ------------------------------    ----------------
  <S>            <C>                                                <C>
   5             Opinion of Muldoon Murphy & Aguggia LLP            Filed herewith.

  10.1           Kentucky First Federal Bancorp 2005                Incorporated herein by
                 Equity Incentive Plan                              reference to Appendix C in
                                                                    the definitive proxy
                                                                    statement amendment(000-51176)
                                                                    filed with the SEC on
                                                                    October 24, 2005.

  10.2           Form of Restricted Stock Award Agreement           Filed herewith.

  10.3           Form of Incentive Stock Option Award               Filed herewith
                 Agreement

  10.4           Form of Non-Statutory Stock Option Award           Filed herewith
                 Agreement

  23.1           Consent of Muldoon Murphy & Aguggia LLP            Contained in the opinion
                                                                    included as Exhibit 5.0.

  23.2           Consent of Grant Thornton LLP                      Filed herewith.

  24             Power of Attorney                                  Located on the signature page.

</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>kentuckyfirstexb5.txt
<TEXT>
<PAGE> 1






               EXHIBIT 5: OPINION OF MULDOON MURPHY & AGUGGIA LLP







<PAGE> 2

                   [MULDOON MURPHY & AGUGGIA LLP LETTERHEAD]


                                December 9, 2005



Board of Directors
Kentucky First Federal Bancorp
479 Main Street
Hazard, Kentucky 41702

         Re:      KENTUCKY FIRST FEDERAL BANCORP 2005 EQUITY INCENTIVE PLAN

Board Members:

         We have been requested by Kentucky First Federal Bancorp, a federal
corporation (the "Company"), to issue our opinion in connection with the
registration on Form S-8 of 589,702 shares of the Company's common stock, par
value $.01 per share (the "Shares"). The registration statement on Form S-8
("Registration Statement") covers 589,702 Shares that may be issued as awards
under the Kentucky First Federal Bancorp 2005 Equity Incentive Plan (the
"Plan"). The Plan provides that no more than 421,216 Shares may be issued upon
the exercise of stock options and no more than 168,486 Shares may be issued upon
the grant of restricted stock awards. The registration of the shares is being
effected under the Securities Act of 1933, as amended (the "Securities Act").

         We have made such legal and factual examinations and inquiries as we
have deemed advisable for the purpose of rendering this opinion. In our
examination, we have assumed and have not verified (i) the genuineness of all
signatures; (ii) the authenticity of all documents submitted to us as originals;
(iii) the conformity with the originals of all documents supplied to us as
copies; and (iv) the accuracy and completeness of all corporate records and
documents and of all certificates and statements of fact, in each case given or
made available to us by the Company or its subsidiaries.

         Based on the foregoing and limited in all respects to Federal law, it
is our opinion that the Shares reserved for issuance under the Plan are duly
authorized and, with respect to the Shares of Company common stock issuable upon
the exercise of stock options granted or to be granted under the Plan, upon
payment for such stock options, and, with respect to awards of restricted stock
under the Plan, upon issuance of such shares in the manner described in the
Plan, the Shares granted or to be granted will be validly issued, fully paid and
nonassessable.

         We note that, although certain portions of the Registration Statement
on Form S-8 (the financial statements and schedules) have been included therein
(through incorporation by reference) on the authority of "experts" within the
meaning of the Securities Act, we are not experts with respect to any portion of
the Registration Statement, including, without limitation, the financial
statements or schedules or the other financial information or data included
therein.

                                       8

<PAGE> 3

         We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of the
name of our firm under the heading "Interests of Named Experts and Counsel"
therein.

                                            Very truly yours,


                                            /s/ Muldoon Murphy & Aguggia LLP
                                            ------------------------------------
                                            MULDOON MURPHY & AGUGGIA LLP









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>kentuckyfirstexb102.txt
<TEXT>
<PAGE> 1





             EXHIBIT 10.2: FORM OF RESTRICTED STOCK AWARD AGREEMENT





<PAGE> 2

<TABLE>
<CAPTION>
                                     FORM OF
                        RESTRICTED STOCK AWARD AGREEMENT
        FOR THE KENTUCKY FIRST FEDERAL BANCORP 2005 EQUITY INCENTIVE PLAN


This Award Agreement is provided to _______________ (the "Participant") by
Kentucky First Federal Bancorp (the "Company") as of ___________, the date the [
______ COMMITTEE] (the "Committee") awarded the Participant restricted stock
award pursuant to the Kentucky First Federal Bancorp 2005 Equity Incentive Plan
(the "2005 Plan"), subject to the terms and conditions of the 2005 Plan and this
Award Agreement:
      <S>      <C>                                  <C>
      1.       NUMBER OF SHARES SUBJECT
               TO YOUR RESTRICTED STOCK AWARD:      _________  shares of Common Stock  ("Shares"),
                                                    subject to  adjustment as may be necessary
                                                    pursuant to Article 11 of the 2005 Plan.

      2.       GRANT DATE:                          _________
</TABLE>


Unless sooner vested in accordance with Section 3 of the Terms and Conditions
(attached hereto) or otherwise in the discretion of the Committee, the
restrictions imposed under Section 2 of the Terms and Conditions will expire as
to the following percentage of the Shares awarded hereunder, on the following
respective dates; provided that Participant is then still employed by or in
service with the Company or any of its subsidiaries:

          Percentage of           Number of Shares
          Shares Vesting             Vesting               Vesting Date
              _____                   _____                  _____
              _____                   _____                  _____
              _____                   _____                  _____
              _____                   _____                  _____
              _____                   _____                  _____

         IN WITNESS WHEREOF, Kentucky First Federal Bancorp, acting by and
through the [ _______ COMMITTEE] of the Board of Directors of the Company, has
caused this Award Agreement to be executed as of the Grant Date, set forth
above.

                                       KENTUCKY FIRST FEDERAL BANCORP



                                       By:
                                          --------------------------------------
                                          On behalf of the [ ______ ]  Committee

ACCEPTED BY PARTICIPANT:


- --------------------------------
[Name]


- --------------------------------
Date


<PAGE> 3


TERMS AND CONDITIONS

1.       GRANT OF SHARES. The Grant Date and number of Shares underlying your
         Restricted Stock Award are stated on page 1 of this Award Agreement.
         Capitalized terms used herein and not otherwise defined shall have the
         meanings assigned to such terms in the 2005 Plan.

2.       RESTRICTIONS. The unvested Shares underlying your Restricted Stock
         Award are subject to the following restrictions ("Restricted Shares")
         until they expire or terminate.

         (a) Restricted Shares may not be sold, transferred, exchanged,
             assigned, pledged, hypothecated or otherwise encumbered.

         (b) If your Participant's employment or service with the Company or
             any Affiliate terminates for any reason other than as set forth in
             paragraph (b) of Section 3 hereof, then you will forfeit all of
             your rights, title and interest in and to the Restricted Shares as
             of the date of termination, and the Restricted Shares shall revert
             to the Company under the terms of the 2005 Plan.

         (c) Restricted Shares are subject to the vesting schedule set forth
             on page 1 of this Award Agreement.

3.       EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions imposed
         under Section 2 will expire on the earliest to occur of the following
         (the period prior to such expiration being referred to herein as the
         "Restricted Period"):

         (a) As to the percentages of the Shares specified in the vesting
             schedule on page 1 of this Award Agreement, on the respective dates
             specified in the vesting schedule on page 1; provided you are then
             still employed by or in service of the Company or an Affiliate; or
         (b) Upon termination of your employment by reason of death or
             Disability; or

         (c) Upon a change in control.

4.       DELIVERY OF SHARES. Once the Shares are vested (SEE VESTING SCHEDULE ON
         PAGE 1), the Shares (and accumulated dividends and earnings, if any)
         will be distributed in accordance with your instructions.

5.       VOTING AND DIVIDEND RIGHTS. As beneficial owner of the Shares, you have
         full voting and dividend rights with respect to the Shares during and
         after the Restricted Period. If you forfeit any rights you may have
         under this Award Agreement in accordance with Section 2, you will no
         longer have any rights as a shareholder with respect to the Restricted
         Shares or any interest therein and you will no longer be entitled to
         receive dividends on such Shares.

                                       12
<PAGE> 4


6.       CHANGES IN CAPITAL STRUCTURE. In the event of a corporate event or
         transaction involving the Company (including, without limitation, any
         stock dividend, stock split, extraordinary cash dividend,
         recapitalization, reorganization, merger, consolidation, split-up,
         spin-off, combination or exchange of shares), the Committee may adjust
         this award to preserve the benefits or potential benefits of this
         award. Without limiting the foregoing, in the event of a subdivision of
         the outstanding Stock (stock-split), a declaration of a dividend
         payable in Stock, or a combination or consolidation of the outstanding
         Stock into a lesser number of Shares, the Shares then subject to this
         Award Agreement will automatically be adjusted proportionately.

7.       NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in this Award Agreement will
         interfere with or limit in any way the right of the Company or any
         Affiliate to terminate your employment or service at any time, nor
         confer upon a you any right to continue in the employ or service of the
         Company or any Affiliate.

8.       PAYMENT OF TAXES. You may make an election to be taxed upon your
         Restricted Stock Award under Section 83(b) of the Code within 30 days
         of the Grant Date. If you do not make an 83(b) Election, upon vesting
         of the Restricted Stock Award the Committee is entitled to require as a
         condition of delivery: (i) that the you remit an amount sufficient to
         satisfy any and all federal, state and local (if any) tax withholding
         requirements and employment taxes (I.E., FICA and FUTA), (ii) that the
         withholding of such sums come from compensation otherwise due to you or
         from Shares due to you under the 2005 Plan, or (iii) any combination of
         the foregoing. Any withholding shall comply with Rule 16b-3 or any
         amendments or successive rule. OUTSIDE DIRECTORS OF THE COMPANY ARE
         SELF-EMPLOYED AND NOT SUBJECT TO TAX WITHHOLDING.

9.       PLAN CONTROLS. The terms contained in the 2005 Plan are incorporated
         into and made a part of this Award Agreement and this Award Agreement
         shall be governed by and construed in accordance with the 2005 Plan. In
         the event of any actual or alleged conflict between the provisions of
         the Plan and the provisions of this Agreement, the provisions of the
         Plan shall be controlling and determinative.

10.      SEVERABILITY. If any one or more of the provisions contained in this
         Agreement is deemed to be invalid, illegal or unenforceable, the other
         provisions of this Agreement will be construed and enforced as if the
         invalid, illegal or unenforceable provision had never been included.

11.      NOTICE. Notices and communications under this Agreement must be in
         writing and either personally delivered or sent by registered or
         certified United States mail, return receipt requested, postage
         prepaid. Notices to the Company must be addressed to:

                           Kentucky First Federal Bancorp
                           479 Main Street
                           Hazard, Kentucky 41702
                           Attn:   [_____ COMMITTEE]

                                       13
<PAGE> 5

         or any other address designated by the Company in a written notice to
         you. Notices to you will be directed to your address as then currently
         on file with the Company, or at any other address given by that you
         provide in a written notice to the Company.

12.      SUCCESSORS. This Award Agreement shall be binding upon any successor of
         the Company, in accordance with the terms of this Award Agreement and
         the 2005 Plan.





                                       14



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>kentuckyfirstexb103.txt
<TEXT>
<PAGE> 1


          EXHIBIT 10.3: FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT





<PAGE> 2

<TABLE>
<CAPTION>

                                     FORM OF
                     INCENTIVE STOCK OPTION AWARD AGREEMENT
        FOR THE KENTUCKY FIRST FEDERAL BANCORP 2005 EQUITY INCENTIVE PLAN

This Award Agreement is provided to ________________ (the "Participant") by
Kentucky First Federal Bancorp (the "Company") as of _________, the date the [
______ COMMITTEE] (the "Committee") granted the Participant the right and option
to purchase Shares pursuant to the Kentucky First Federal Bancorp 2005 Equity
Incentive Plan (the "2005 Plan"), subject to the terms and conditions of the
2005 Plan and this Award Agreement:
      <S>      <C>                                <C>
      1.       OPTION GRANT:                      You have been granted an INCENTIVE  STOCK  OPTION
                                                  (referred to in this  Agreement as your "Option").
      2.       NUMBER OF SHARES
               SUBJECT TO YOUR OPTION:            ___________  shares of Common Stock  ("Shares"),
                                                  subject to  adjustment as may be necessary pursuant to
                                                  Article 11 of the 2005 Plan.

      3.       GRANT DATE:                        ___________

      4.       EXERCISE PRICE:                    You may purchase Shares covered by your Option at a
                                                  price of $_______ per share.
</TABLE>

<TABLE>
<CAPTION>

         Unless sooner vested in accordance with Section 2 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the Committee,
the Options shall vest (become exercisable) in accordance with the following
schedule:

      Continuous Status              Percentage of
      as a Participant              Option Vested/         Number of Shares
      after Grant Date             Number of Shares      Available for Exercise   Vesting Date
      ----------------             ----------------      ----------------------   ------------
      <S>                              <C>                      <C>                  <C>
      Less than 1 year                 _____                    _____                ______
           1 year                      _____                    _____                ______
           2 years                     _____                    _____                ______
           3 years                     _____                    _____                ______
           4 years                     _____                    _____                ______
           5 years                     _____                    _____                ______
</TABLE>


         IN WITNESS WHEREOF, Kentucky First Federal Bancorp, acting by and
through the [ _____ COMMITTEE] of the Board of Directors of the Company, has
caused this Award Agreement to be executed as of the Grant Date, set forth
above.

                                        KENTUCKY FIRST FEDERAL BANCORP

ACCEPTED BY PARTICIPANT:                By:
                                           -------------------------------------
                                           On behalf of the [ _____] Committee

- ---------------------
[Name]


- ---------------------
Date


<PAGE> 3


TERMS AND CONDITIONS

1.       GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares
         subject to your Option are stated on page 1 of this Award Agreement.
         Capitalized terms used herein and not otherwise defined shall have the
         meanings assigned to such terms in the 2005 Plan. The Company intends
         this grant to qualify as an Incentive Stock Option under Section 422 of
         the Internal Revenue Code of 1986, as amended.

2.       VESTING OF OPTIONS. The Option shall vest (become exercisable) in
         accordance with the vesting schedule shown on page 1 of this Award
         Agreement. Notwithstanding the vesting schedule on page 1, the Option
         will also vest and become exercisable:

         (a)    Upon your death or Disability during your Continuous Status as a
                Participant; or

         (b)    Upon a Change in Control.

3.       TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the
         Option will be for a period of ten (10) years, expiring at 5:00 p.m.,
         Eastern Time, on the tenth anniversary of the Grant Date (the
         "Expiration Date"). To the extent not previously exercised, the vested
         portion of your Option will lapse prior to the Expiration Date upon the
         earliest to occur of the following circumstances:

         (a)      Three (3) months after the termination of your Continuous
                  Status as a Participant for any reason other than by reason of
                  your death or Disability.

         (b)      Twelve (12) months after termination of your Continuous Status
                  as a Participant by reason of Disability.

         (c)      Twelve (12) months after the date of your death, if you die
                  while employed, or during the three-month period described in
                  subsection (a) above or during the twelve-month period
                  described in subsection (b) above and before the Option would
                  otherwise lapse. Upon your death, your beneficiary (designated
                  pursuant to the terms of the 2005 Plan) may exercise your
                  Option.

         (d)      At the end of the remaining original term of the Option, if
                  your employment is involuntarily or constructively terminated
                  within twelve (12) months of a Change in Control. Options
                  exercised after three (3) months from your termination date
                  will be treated as Non-Statutory Stock Options for tax
                  purposes.

         The Committee may, prior to the lapse of your Option under the
         circumstances described in paragraphs (a), (b), (c) or (d) above,
         extend the time to exercise your Option as determined by the Committee
         in writing and subject to federal regulations. If you return to
         employment with the Company during the designated post-termination
         exercise period, then you will be restored to the status as a
         Participant that you held prior to termination, but no vesting credit
         will be earned for any period you were not in Continuous Status as a
         Participant. If you or your beneficiary exercises an Option after your
         termination of

<PAGE> 4

         service, the Option may be exercised only with respect to the Shares
         that were otherwise vested on the date of your termination of service.

4.       EXERCISE OF OPTION. You may exercise your Option by providing:

         (a)    a written notice of intent to exercise to [NAME] at the address
                and in the form specified by the [ _______ COMMITTEE] of the
                Board of Directors of the Company from time to time; and

         (b)    payment to the Company in full for the Shares subject to such
                exercise (unless the exercise is a cash-less exercise. Payment
                for such Shares can be made in cash, Company common stock
                ("stock swap"), a combination of cash and Company common stock
                or a "cash-less exercise" (if permitted by the Committee).

5.              BENEFICIARY DESIGNATION. You may, in the manner determined by
                the Committee, designate a beneficiary to exercise your rights
                hereunder and to receive any distribution with respect to this
                Option upon your death. A beneficiary, legal guardian, legal
                representative, or other person claiming any rights hereunder is
                subject to all terms and conditions of this Award Agreement and
                the 2005 Plan, and to any additional restrictions deemed
                necessary or appropriate by the Committee. If you have not
                designated a beneficiary or none survives you, the Option may be
                exercised by the legal representative of your estate, and
                payment will be made to your estate. Subject to the foregoing,
                you may change or revoke a beneficiary designation at any time,
                provided the change or revocation is filed with the Company.

6.              WITHHOLDING.

                (A)  EXERCISE OF INCENTIVE
                     STOCK OPTION:
                                            Under this Award Agreement, there
                                            are no regular federal or state
                                            income or employment tax liabilities
                                            upon the exercise of an Incentive
                                            Stock Option (SEE INCENTIVE STOCK
                                            OPTION HOLDING PERIOD), although the
                                            excess, if any, of the Fair Market
                                            Value of the shares of Common Stock
                                            on the date of exercise over the
                                            Exercise Price will be treated as
                                            income for alternative minimum tax
                                            ("AMT") purposes and may subject you
                                            to AMT in the year of exercise.
                                            Please check with your tax advisor.

                (B)    DISQUALIFYING DISPOSITION:

                                            In the event of a disqualifying
                                            disposition (described below), you
                                            may be required to pay Kentucky
                                            First Federal Bancorp or its
                                            Affiliates (based on the federal and
                                            state regulations in place at the
                                            time of exercise) an amount



<PAGE> 5

                                            sufficient to satisfy all federal,
                                            state and local tax withholding.

                (C)    INCENTIVE STOCK OPTION
                       HOLDING PERIOD:
                                            In order to receive Incentive Stock
                                            Option tax treatment under Section
                                            422 of the Code, you may not dispose
                                            of Shares acquired under an
                                            Incentive Stock Option Award (i) for
                                            two (2) years from the Date of Grant
                                            and (ii) for one (1) year after the
                                            date you exercise your Incentive
                                            Stock Option. YOU MUST NOTIFY THE
                                            COMPANY WITHIN TEN (10) DAYS OF AN
                                            EARLY DISPOSITION OF COMMON STOCK
                                            (I.E., A "DISQUALIFYING
                                            DISPOSITION").

7.       LIMITATION OF RIGHTS. This Option does not confer on you or your
         beneficiary designated pursuant to Paragraph 5 any rights of a
         shareholder of the Company unless and until Shares are in fact issued
         in connection with the exercise of the Option. Nothing in this Award
         Agreement shall interfere with or limit in any way the right of the
         Company or any Affiliate to terminate your service at any time, nor
         confer upon you any right to continue in the service of the Company or
         any Affiliate.

8.       STOCK RESERVE. The Company shall, at all times during the term of this
         Award Agreement, reserve and keep available a sufficient number of
         Shares to satisfy the requirements of this Award Agreement.

9.       RESTRICTIONS ON TRANSFER AND PLEDGE. You may not pledge, encumber, or
         hypothecate your right or interest in this Option to or in favor of any
         party other than the Company or an Affiliate, and the Option shall not
         be subject to any lien, obligation, or liability of the Participant to
         any other party other than the Company or an Affiliate. You may not
         assign or transfer the Option other than by will or the laws of descent
         and distribution or pursuant to a domestic relations order that would
         satisfy Section 414(p)(1)(A) of the Code, if such Section applied to an
         Option under the 2005 Plan; provided, however, that the Committee may
         (but need not) permit other transfers. Only you or a permitted
         transferee may exercise the Option during your lifetime.

10.      PLAN CONTROLS. The terms contained in the 2005 Plan are incorporated
         into and made a part of this Award Agreement and this Award Agreement
         shall be governed by and construed in accordance with the 2005 Plan. In
         the event of any actual or alleged conflict between the provisions of
         the 2005 Plan and the provisions of this Award Agreement, the
         provisions of the 2005 Plan shall be controlling and determinative.

11.      SUCCESSORS. This Award Agreement shall be binding upon any successor of
         the Company, in accordance with the terms of this Award Agreement and
         the 2005 Plan.

12.      SEVERABILITY. If any one or more of the provisions contained in this
         Award Agreement is invalid, illegal or unenforceable, the other
         provisions of this Award Agreement will be

<PAGE> 6

         construed and enforced as if the invalid, illegal or unenforceable
         provision had never been included.

13.      NOTICE. Notices and communications under this Award Agreement must be
         in writing and either personally delivered or sent by registered or
         certified United States mail, return receipt requested, postage
         prepaid. Notices to the Company must be addressed to:

                           Kentucky First Federal Bancorp
                           479 Main Street
                           Hazard, Kentucky 41702
                           Attn:   [ ____ COMMITTEE]

         or any other address designated by the Company in a written notice to
         the Participant. Notices to you will be directed to your address, then
         currently on file with the Company, or at any other address that you
         provide in a written notice to the Company.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>kentuckyfirstexb104.txt
<TEXT>
<PAGE> 1


        EXHIBIT 10.4: FORM OF NON-STATUTORY STOCK OPTION AWARD AGREEMENT





<PAGE> 2



<TABLE>
<CAPTION>

                                     FORM OF
                   NON-STATUTORY STOCK OPTION AWARD AGREEMENT
        FOR THE KENTCUKY FIRST FEDERAL BANCORP 2005 EQUITY INCENTIVE PLAN

This Award Agreement is provided to _______________ (the "Participant") by
Kentucky First Federal Bancorp (the "Company") as of _________, the date the [
______ COMMITTEE] (the "Committee") granted the Participant the right and option
to purchase Shares pursuant to the Kentucky First Federal Bancorp 2005 Equity
Incentive Plan (the "2005 Plan"), subject to the terms and conditions of the
2005 Plan and this Award Agreement:
         <S>      <C>                                <C>
         1.       OPTION GRANT:                      You have been granted a NON-STATUTORY STOCK OPTION
                                                     (referred to in this Agreement as your "Option"). Your
                                                     Option is NOT intended to qualify as an "incentive stock
                                                     option" under Section 422 of the Internal Revenue Code
                                                     of 1986, as amended.

         2.       NUMBER OF SHARES
                  SUBJECT TO YOUR OPTION:            ________  shares  of  Common  Stock  ("Shares"),   subject
                                                     to adjustment  as may be necessary  pursuant to Article 11
                                                     of the 2005 Plan.

         3.       GRANT DATE:                        ________

         4.       EXERCISE PRICE:                    You may purchase  Shares  covered by your Option at a
                                                     price of $______ per share.
</TABLE>

<TABLE>
<CAPTION>

         Unless sooner vested in accordance with Section 2 of the Terms and
         Conditions (attached hereto) or otherwise in the discretion of the
         Committee, the Options shall vest (become exercisable) in accordance
         with the following schedule:

             Continuous Status
             as a Participant               Percentage of            Number of Shares
             after Grant Date               Option Vested         Available for Exercise    Vesting Date
             ----------------               -------------         ----------------------    ------------
             <S>                                <C>                      <C>                  <C>
             Less than 1 year                   _____                    _____                _____
                  1 year                        _____                    _____                _____
                  2 years                       _____                    _____                _____
                  3 years                       _____                    _____                _____
                  4 years                       _____                    _____                _____
                  5 years                       _____                    _____                _____

</TABLE>

         IN WITNESS WHEREOF, Kentucky First Federal Bancorp acting by and
         through the [_______COMMITTEE] of the Board of Directors of the
         Company, has caused this Award Agreement to be executed as of the Grant
         Date, set forth above.

                                      KENTUCKY FIRST FEDERAL BANCORP

ACCEPTED BY PARTICIPANT:              By:
                                         ---------------------------------------
                                         On behalf of the Compensation Committee

- -----------------------------
[Name]


- -----------------------------
Date


<PAGE> 3


TERMS AND CONDITIONS

1.       GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares
         subject to your Option are stated on page 1 of this Award Agreement.
         Capitalized terms used herein and not otherwise defined shall have the
         meanings assigned to such terms in the 2005 Plan.

2.       VESTING OF OPTIONS. The Option shall vest (become exercisable) in
         accordance with the vesting schedule shown on page 1 of this Award
         Agreement. Notwithstanding the vesting schedule on page 1, the Option
         will also vest and become exercisable:

         (a) Upon your death or Disability during your Continuous Status as a
             Participant; or

         (b) Upon a Change in Control.

3.       TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the
         Option will be for a period of ten (10) years, expiring at 5:00 p.m.,
         Eastern Time, on the tenth anniversary of the Grant Date (the
         "Expiration Date"). To the extent not previously exercised, the vested
         portion of your Option will lapse prior to the Expiration Date upon the
         earliest to occur of the following circumstances:

         (a)      Three (3) months after the termination of your Continuous
                  Status as a Participant for any reason other than by reason of
                  your death or Disability.

         (b)      Twelve (12) months after termination of your Continuous Status
                  as a Participant by reason of Disability.

         (c)      Twelve (12) months after the date of your death, if you die
                  while employed, or during the three-month period described in
                  subsection (a) above or during the twelve-month period
                  described in subsection (b) above and before the Option would
                  otherwise lapse. Upon your death, your beneficiary (designated
                  pursuant to the terms of the 2005 Plan) may exercise your
                  Option.

         (d)      At the end of the remaining original term of the Option if
                  your employment is involuntarily or constructively terminated
                  within twelve (12) months of a Change in Control.

         The Committee may, prior to the lapse of your Option under the
         circumstances described in paragraphs (a), (b), (c) or (d) above,
         extend the time to exercise your Option as determined by the Committee
         in writing and subject to federal regulations. If you return to
         employment with the Company during the designated post-termination
         exercise period, then you will be restored to the status as a
         Participant you held prior to such termination, but no vesting credit
         will be

<PAGE>

         earned for any period you were not in Continuous Status as a
         Participant. If you or your beneficiary exercises an Option after your
         termination of service, the Option may be exercised only with respect
         to the Shares that were otherwise vested on the date of your
         termination of service.

4.       EXERCISE OF OPTION. You may exercise your Option by providing:

         (a)      a written notice of intent to exercise to [NAME] at the
                  address and in the form specified by the [ _______ COMMITTEE]
                  of the Board of Directors of the Company from time to time;
                  and

         (b)      payment to the Company in full for the Shares subject to such
                  exercise (unless the exercise is a cash-less exercise).
                  Payment for such Shares can be made in cash, Company common
                  stock ("stock swap"), a combination of cash and Company common
                  stock or a "cash-less exercise" (if permitted by the
                  Committee).

5.       BENEFICIARY DESIGNATION. You may, in a manner determined by the
         Committee, designate a beneficiary to exercise your rights hereunder
         and to receive any distribution with respect to this Option upon your
         death. A beneficiary, legal guardian, legal representative, or other
         person claiming any rights hereunder is subject to all terms and
         conditions of this Award Agreement and the 2005 Plan, and to any
         additional restrictions deemed necessary or appropriate by the
         Committee. If you have not designated a beneficiary or none survives
         you, the Option may be exercised by the legal representative of your
         estate, and payment shall be made to your estate. Subject to the
         foregoing, you may change or revoke a beneficiary designation at any
         time provided the change or revocation is filed with the Company.

6.       WITHHOLDING. The Company or any employer Affiliate has the authority
         and the right to deduct or withhold, or require you to remit to the
         Company, an amount sufficient to satisfy federal, state, and local (if
         any) withholding taxes and employment taxes (I.E., FICA and FUTA).
         OUTSIDE DIRECTORS OF THE COMPANY ARE SELF-EMPLOYED AND ARE NOT SUBJECT
         TO TAX WITHHOLDING.

7.       LIMITATION OF RIGHTS. This Option does not confer on you or your
         beneficiary designated pursuant to Paragraph 5 any rights of a
         shareholder of the Company unless and until Shares are in fact issued
         in connection with the exercise of the Option. Nothing in this Award
         Agreement shall interfere with or limit in any way the right of the
         Company or any Affiliate to terminate your employment at any time, nor
         confer upon you any right to continue in the service of the Company or
         any Affiliate.

8.       RESTRICTIONS ON TRANSFER AND PLEDGE. You may not pledge, encumber,
         or hypothecate your right or interest in this Option to or in favor of
         any party other than the Company or an Affiliate, and this Option shall
         not be subject to any lien,


<PAGE>

         obligation, or liability of the Participant to any other party other
         than the Company or an Affiliate. You may not assign or transfer this
         Option other than by will or the laws of descent and distribution or
         pursuant to a domestic relations order that would satisfy Section
         414(p)(1)(A) of the Code if such Section applied to an Option under the
         2005 Plan; provided, however, that the Committee may (but need not)
         permit other requested transfers. Only you or any permitted transferee
         may exercise this Option during your lifetime.

9.       PLAN CONTROLS. The terms contained in the 2005 Plan are incorporated
         into and made a part of this Award Agreement and this Award Agreement
         shall be governed by and construed in accordance with the 2005 Plan. In
         the event of any actual or alleged conflict between the provisions of
         the 2005 Plan and the provisions of this Award Agreement, the
         provisions of the 2005 Plan shall be controlling and determinative.

10.      SUCCESSORS. This Award Agreement shall be binding upon any successor of
         the Company, in accordance with the terms of this Award Agreement and
         the 2005 Plan.

11.      SEVERABILITY. If any one or more of the provisions contained in this
         Award Agreement is invalid, illegal or unenforceable, the other
         provisions of this Award Agreement will be construed and enforced as if
         the invalid, illegal or unenforceable provision had never been
         included.

12.      NOTICE. Notices and communications under this Award Agreement must be
         in writing and either personally delivered or sent by registered or
         certified United States mail, return receipt requested, postage
         prepaid. Notices to the Company must be addressed to:

                           Kentucky First Federal Bancorp
                           479 Main Street
                             Hazard, Kentucky 41702
                            Attn: [ _____ COMMITTEE]

         or any other address designated by the Company in a written notice to
         the Participant. Notices to you will be directed to your address, as
         then currently on file with the Company, or at any other address that
         you provide in a written notice to the Company.

13.      STOCK RESERVE. The Company shall at all times during the term of this
         Agreement reserve and keep available a sufficient number of Shares to
         satisfy the requirements of this Agreement.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>6
<FILENAME>kentuckyfirstexb232.txt
<TEXT>
<PAGE> 1












                   EXHIBIT 23.2: CONSENT OF GRANT THORNTON LLP



<PAGE> 2


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Bank of Directors
Kentucky First Federal Bancorp


We have issued our report dated September 1, 2005 with respect to the audit of
Kentucky First Federal Bancorp's consolidated statements earnings, stockholders'
equity, comprehensive income and cash flows for each of the years in the three
year period ended June 30, 2005, which is included in Bancorp's Annual Report on
Form 10-K for the year ended June 30, 2005. We hereby consent to the
incorporation by reference of said report in Kentucky First Federal Bancorp's
Form S-8 to be filed on or about December 2, 2005.

/s/Grant Thornton LLP

Cincinnati, Ohio
December 2, 2005

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
