EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “ Agreement ”) is made November 21, 2006 between CITIZENS FINANCIAL CORPORATION, a Kentucky corporation (“ Employer ”), and JOHN D. CORNETT, an individual currently residing in Houston, Texas (“ Employee ”).

Employer desires to employ Employee for the Employer Group, and Employee wishes to accept such employment, upon the terms and conditions set forth in this Agreement.

The parties, intending to be legally bound, agree to the following terms and conditions of Employee’s employment by Employer. Anything to the contrary notwithstanding, however, this Agreement and any and all obligations hereunder are subject to the condition precedent that all of Employee’s obligations under the Cornett Employment Agreement dated April 1, 2006 between Employee and American Capitol Insurance Company and any related agreements (excluding continuing confidentiality obligations) shall have been fully and finally terminated prior to the Effective Date. Employee undertakes to deliver to Employer evidence of such termination in form and substance satisfactory to Employer as soon as it becomes available.

1.        DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.

“ Agreement ” -- this Executive Employment Agreement, as amended from time to time.

“ Benefits ” -- as defined in Section 3.3.

“ Boards of Directors ” -- the boards of directors of the constituents of the Employer Group.

“ Bonuses ” -- as defined in Section 3.2.

“ Change in Control ” means the occurrence of any of the following events:

(a)         any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 of such Act), directly or indirectly, of securities of Employer representing more than fifty percent (50%) of the total voting power represented by Employer’s then outstanding voting securities, excluding (A) those persons and entities included in the Schedule 13D filed by Darrell R. Wells with the Securities and Exchange Commission with respect to Employer securities, as heretofore and hereafter amended from time to time, and Margaret Ann Wells, his wife, and all current or

future heirs, successors and affiliates to and of such persons and all trusts or other entities established or maintained, or to be established or maintained, for the benefit of such persons and their heirs, successors and affiliates (collectively, the “ Wells Family Interests ”), (B) any employee benefit plan or related trust sponsored or maintained by Employer, and (C) any corporation or other entity owned, directly or indirectly, by all or substantially all of the shareholders of Employer immediately prior to the transaction in substantially the same proportions as their ownership of stock of Employer; provided, that, at the time of the acquisition of such beneficial ownership interest, such person’s beneficial ownership interest in Employer exceeds that of the Wells Family Interests;

(b)         the consummation of the sale or disposition by Employer of all or substantially all of Employer’s assets, other than a sale or disposition that would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (by being converted into voting securities of the acquiring corporation or entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the acquiring corporation or entity or its parent outstanding immediately after such sale or disposition; or

(c)         the consummation of a merger or consolidation of Employer with any other corporation or entity, other than a merger or consolidation that would result in the voting securities of Employer outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation or entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of Employer or such surviving corporation or entity or its parent outstanding immediately after such merger or consolidation.

“ Confidential Information ” -- any and all:

(a)         trade secrets concerning the business and affairs of the Employer Group, including without limitation products, past, current, and planned research and development, current and planned distribution methods and processes, customer lists, agent lists, current and anticipated customer requirements, market studies, business plans, computer software and programs (including object code and source code), and any other information, however documented, that is a trade secret within the meaning of the Uniform Trade Secrets Act, KRS 365.880-.900;

(b)         information concerning the business and affairs of the Employer Group including without limitation historical internal financial statements, financial projections and budgets, historical and projected sales data, the names and backgrounds of key personnel, and personnel training and techniques and materials, however documented; and

(c)         notes, analyses, compilations, studies, summaries, and other material prepared by or for the Employer Group containing or based, in whole or in part, on any information included in the foregoing.

“ Contract Year ” -- a period of 12 months from the Effective Date or any anniversary thereof.

“ disability ” -- as defined in Section 6.2.

“ Effective Date ” -- January 1, 2007.

“ Employee ” -- as defined in the heading of this Agreement.

“ Employee Invention ” -- any idea, invention, technique, modification, process, or improvement (whether patentable or not) and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived or developed by Employee, either solely or in conjunction with others, during the Employment Period, or a period that includes a portion of the Employment Period, that relates in any way to, or is useful in any manner in, the business then being conducted or proposed to be conducted by the Employer Group, and any such item created by Employee, either solely or in conjunction with others, following termination of Employee’s employment with Employer, that is based upon or uses Confidential Information. Notwithstanding the foregoing, Employee Invention does not include the business process described in a certain provisional patent application filed with the United States Patent and Trademark Office (the “ Patent Application ”), a copy of which Employee has furnished to Employer on a confidential basis, and any idea, invention, technique, modification, process, or improvement and any work or authorship that developed by or for the business Employee and others may establish to prosecute the Patent Application and commercialize the business process it describes.

“ Employer ” -- as defined in the heading of this Agreement.

“ Employer Group ” -- Employer and one or more of the Principal Subsidiaries.

“ Employment Period ” -- the actual term of Employee’s employment by Employer, beginning on the Effective Date and terminating as provided herein.

“ for cause ” -- as defined in Section 6.3.

“ for convenience of Employe r” -- as defined in Section 6.5

“ for good reason ” -- as defined in Section 6.4.

“ Nominal Expiration Date ” -- as defined in Section 2.2.

“ person ” -- any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or governmental body.

“ Post-Employment Limitation Period ” -- as defined in Section 9.3.

“ President of Employer ” -- Darrell R. Wells and his successors in office as president of Employer.

“ Principal Subsidiaries ” -- the subsidiaries through which Employer may conduct insurance or related businesses from time to time, presently consisting of (but without

limitation) Citizens Security Life Insurance Company, United Liberty Life Insurance Company, Citizens Insurance Company and Citizens Security Benefit Services, Inc.

“ Proprietary Items ” -- as defined in Section 8.2.

“ Salary ” -- as defined in Section 3.1.

2.         EMPLOYMENT TERMS AND DUTIES

2.1         Employment . Employer hereby employs Employee, and Employee hereby accepts employment by Employer, upon the terms and conditions set forth in this Agreement.

2.2         Term . The term of Employee’s employment under this Agreement will begin on the Effective Date and shall terminate on December 31, 2008 (the “ Nominal Expiration Date ”). The Nominal Expiration Date shall be automatically extended for successive periods of one year each ending on the next anniversary of the Effective Date, unless either party shall give at least sixty (60) days notice of termination of this Agreement as of the original or last extended Nominal Expiration Date. This Agreement is subject to earlier termination as provided in Section 6.

2.3         Duties .

(a)      Employee will have such offices and duties for the Employer Group as are assigned or delegated to Employee by the President of Employer or the Boards of Directors of the Employer Group, and will initially serve as executive vice president and chief operating officer of Employer and as president and chief operating officer of the Principal Subsidiaries.

(b)         Employee will devote substantially his entire business time, attention, skill and energy exclusively to the business of the Employer Group in and from its executive offices in Louisville, will use his best efforts to promote the success of the Employer Group’s business, and will cooperate fully with the President of Employer and the Boards of Directors of the Employer Group in the advancement of the best interests of the Employer Group.

(c)         Employee may devote insubstantial amounts of time during Employer’s office hours, as such office hours are listed from time to time in Employer’s Employee Handbook (“ Office Hours ”) to the business Employee and others may establish to prosecute the Patent Application and commercialize the business process it describes. Employee may serve as a director and officer of the business but shall not engage in day-to-day management and operation of the business. Employee shall maintain reasonably detailed records of any time he devotes during Office Hours to the business and furnish such records to the President of Employer upon request. The President of Employer may present any concerns to Employee, who shall have five (5) days to provide assurances reasonably acceptable to the President of Employer regarding the extent of his commitments to the business in the future. Employee may also devote insubstantial amounts of time to activities in connection with personal investments and

community affairs so long as they do not interfere with Employee’s duties under this Agreement.

2.4         Relocation . Employee agrees to relocate his family residence and domicile from Texas to Kentucky not later than June 30, 2007, subject to extension for reasons beyond the control of Employee (such as an unfavorable Houston real estate market) with the approval of Employer, which shall not be unreasonably withheld.

3.         COMPENSATION

3.1         Salary . During the Employment Period, Employer will pay Employee a salary at the annual rate of $195,000.00   (the “ Salary ”), which will be payable bi-weekly less withholding according to applicable law and Employer’s customary payroll practices.

3.2         Bonuses . Employer will pay the following additional sums to Employee (“ Bonuses ”):

(a)         Employer will pay Employee a guaranteed bonus of $60,000, less the amount of costs paid or reimbursed by Employer pursuant to Section 4.2, and less withholding according to applicable law and Employer’s customary payroll practices, on the first regular payday falling next after January 1, 2008.

(b)        During the Employment Period, Employee shall be eligible to participate in bonus plans established by the Board of Directors of Employer, in its discretion, for which senior executives are generally eligible, on the same terms and conditions applicable to other senior executives.

3.3         Benefits . Employee will, during the Employment Period, be permitted to participate in all such life insurance, hospitalization, major medical and dental plans of Employer that may be in effect from time to time, on the same terms and conditions under which other senior executives of Employer are eligible under the terms of those plans (collectively, the “ Benefits ”).

4.         FACILITIES AND EXPENSES

4.1         Standard Items . During the Employment Period, Employer will furnish Employee suitable office space, equipment, supplies and such other facilities and personnel (including an assigned administrative assistant) for the performance of Employee’s duties under this Agreement. Employer will pay on behalf of Employee (or reimburse Employee for) actual and reasonable expenses incurred by Employee at the request of, or on behalf of, Employer in the performance of Employee’s duties pursuant to this Agreement, and in accordance with Employer’s employment policies, but specifically including the following whether or not addressed in such employment policies:

(a)         charges for cellular telephone usage not exceeding $1,000 per Contract Year;

(b)         continuing education and license fees not exceeding $1,200 per Contract Year; and

(c)         use of an automobile supplied by Employer or an automobile expense allowance of $500 per calendar month.

Employee must file expense reports with respect to such expenses in accordance with or corresponding to Employer’s policies regarding expense reimbursements.

4.2         Relocation Expenses . During the first Contract Year, Employer will also pay on behalf of Employee (or reimburse Employee for) actual expenses incurred by Employee in relocating his family residence and domicile from Houston to Louisville and interim living expense in Louisville, including trips to and from Houston and Louisville, up to a maximum of $60,000.

5.         VACATIONS AND HOLIDAYS

Employee will be entitled to paid vacation, holiday, personal, and sick days in accordance with the policies of Employer in effect for its senior executives from time to time, except that Employee’s paid vacation shall be not less than four (4) weeks per Contract Year. Vacation may be taken by Employee at such time or times as reasonably chosen by the Employee, on notice to the President of Employer.

6.         TERMINATION

6.1         Events of Termination . Subject to the other provisions of this Section 6, the Employment Period, Basic Compensation, Bonuses, Benefits, and any and all other rights of Employee under this Agreement or otherwise as an employee of Employer will terminate:

(a)         on the Nominal Expiration Date;

(b)         upon the death of Employee;

(c)         upon the disability of Employee (as defined in Section 6.2) and its continuation for sixty (60) consecutive days or ninety (90) days during any twelve (12) month period, immediately upon notice from either party to the other;

(d)         for cause (as defined in Section 6.3), immediately upon notice from Employer to Employee, or at such later time as such notice may specify or at such earlier time as Employee may then determine;

(e)         for good reason (as defined in Section 6.4), immediately upon notice from Employee to Employer;

(f)         upon the resignation of Employee other than for good reason, upon not less than two (2) weeks notice from Employee to Employer or at such earlier time as Employer may then determine; or

(g)         for the convenience of Employer (as defined in Section 6.5), immediately upon notice from Employer to Employee, or at such later time as such notice may specify or at such earlier time as Employee may then determine.

6.2         Definition of Disability . For purposes of Section 6.1, Employee will be deemed to have a “ disability ” if, by reason of a change in his physical or mental condition, Employee is unable to or does not perform Employee’s duties under this Agreement. Employer shall notify Employee if Employer at any time claims that Employee has a disability. If Employee contests Employer’s claim, the questions of the existence of the claimed disability and the approximate date of its onset submitted to a medical doctor selected by written agreement of Employer and Employee. If Employer and Employee cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will determine whether Employee has a disability. The professional opinion of the medical doctor selected under this Section 6.2 will be binding on both parties as to the questions submitted. Employee must submit to a reasonable number of examinations by the medical doctor selected under this Section 6.2, and Employee hereby authorizes the disclosure and release to Employer of such determination and all supporting medical records. If Employee is not legally competent, Employee’s legal guardian or duly authorized attorney-in-fact will act in Employee’s stead, under this Section 6.2, for the purposes of submitting Employee to the examinations, and providing the authorization of disclosure, required under this Section 6.2.

6.3         Definition of “For Cause .” For purposes of Section 6.1, the phrase “ for cause ” means: (a) Employee’s material breach of this Agreement, which breach continues for a period of ten (10) days after Employer has given Employee written notice thereof; (b) Employee’s failure to adhere to any written Employer policy (including without limitation, its Code of Business Ethics and Conduct and Insider Trading Policy) if Employee has been given a reasonable opportunity to comply with such policy or cure his failure to comply (which reasonable opportunity must be granted during the ten (10) day period preceding termination of this Agreement); (c) the failure for more than ten (10) days of Employer and Employee to agree on acceptable specific limitations on the time Employee may devote to the business described in Section 2.3(c), (d) the appropriation (or attempted appropriation) of a material business opportunity of the Employer Group, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Employer Group, except that this Section 6.3(d) shall not prohibit Employee’s purchase of equity securities of Employer subject to its Insider Trading Policy and other generally applicable policies; (e) the misappropriation (or attempted misappropriation) of any of the Employer Group’s funds or property; or (f) the conviction of, the indictment for (or its procedural equivalent), or the entering of a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment.

6.4         Definition of “For Good Reason .” For purposes of Section 6.1, the phrase “ for good reason ” means (a) Employer’s breach of this Agreement, which breach continues for a period of ten (10) days after Employee has given Employer written notice thereof, (b) a material reduction in the duties or title of Employee, (c) a relocation of Employer’s offices in and from which Employee is expected to work beyond fifty (50) miles from where such offices are located on the Effective Date of this Agreement, and (d) a Change of Control.

6.5         Definition of “For Convenience of Employer .” For purposes of Section 6.1, the phrase “ for convenience of Employer ” means a termination by Employer for a reason other than pursuant to Section 6.1(c) or (d).

6.6         Termination Pay . Effective upon the termination of this Agreement, Employer will be obligated to pay Employee (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 6.6, and in lieu of all other Salary or Bonus, which sha