CERTAIN SUBORDINATION AGREEMENT

         FOR VALUE RECEIVED, the undersigned, CITIZENS FINANCIAL CORPORATION , a Kentucky corporation (“ Borrower ”), having an address of Suite 300, The Marketplace, 12910 Shelbyville Road, Louisville, Kentucky 40243, hereby promises and agrees to pay to the order of Darrell R. Wells (“ Lender ”), having an address of Suite 310, 4310 Brownsboro Road, Louisville, Kentucky 40207, the aggregate principal sum of FIVE MILLION THREE HUNDRED THIRTY THOUSAND DOLLARS ($5,330,000.00), or so much thereof as may be advanced hereunder, together with interest hereon as hereinafter provided, in lawful money of the United States of America, in the manner set forth herein, on or before June 30, 2007 (the “ Final Maturity Date ”).

This Second Amended, Consolidated and Restated Promissory Note (this “ Note ”) amends, consolidates, restates and replaces the following instruments made by Maker to the order of Payee (collectively, the “ Prior Notes ”):

Amended, Consolidated and Restated Promissory Note ($4,000,000) dated as of March 23, 2006;

Promissory Note ($360,000) dated as of March 29, 2006;

Promissory Note ($400,000) dated as of July 7, 2006; and

Promissory Note ($370,000) dated as of September 19, 2006.

This Note is not intended to be and shall not be construed as a novation of the indebtedness evidenced by the Prior Notes. This Note shall be entitled to the benefits (in the same priority) of, inter   alia , any security at any time granted and pledged by Maker to Payee in conjunction with the original execution and delivery of the Prior Notes or predecessor notes or by Maker or any other person at any time thereafter. This Note also evidences an additional loan from Lender to Borrower made on the date hereof in the original principal amount of Two Hundred Thousand Dollars ($200,000.00).

The principal of this Note shall bear interest on the unpaid balance thereof at a rate per annum equal to the greater of [i] six percent (6%) or [ii] one percent (1%) in excess of the Prime Rate as it existed at the opening of business on October 1, 2006. The rate per annum shall be reset at the opening of business on the first day of each January, April, July and October  thereafter (each an “ Adjustment Date ”) so that for the calendar quarter beginning on that day the rate per annum shall equal the greater of   [i] six percent (6%) or [ii] one percent (1%) in excess

All interest on this Note shall be computed daily on the basis of the actual number of days elapsed over a year assumed to consist of three hundred sixty (360) days.

Principal of this Note shall be paid in a single payment on the Final Maturity Date. All accrued and unpaid interest shall be paid on each Adjustment Date for the preceding calendar quarter and also on the Final Maturity Date or any other date on which the principal balance of this Note is paid in full.

The holder of this Note shall have the right to require repayment in full of this Note in whole or in part and all accrued and unpaid interest hereon by giving written notice to Borrower at the address first set forth above specifying a date for repayment that shall be not less than ninety (90) days after the date Borrower receives such notice.

Borrower reserves the right to repay the principal of this Note in whole or in part without penalty or premium at any time; provided, however, that Borrower shall have no right to reborrow any amounts so repaid.

Notwithstanding any other provision of this Note, the rights and obligations of Borrower and Lender hereunder to demand, pay or receive payments and prepayments of the principal hereof, interest hereon, and other sums payable hereunder are subject to the terms and conditions of a Subordination Agreement from Borrower and Lender to the Bank dated as of December 19, 2002, as it may be amended, modified or replaced from time to time. In particular, Borrower’s failure to pay any installment of principal of or interest on this Note that it is not permitted to pay in order to comply with the Subordination Agreement shall not constitute a default on this Note nor shall it give rise to any obligation to pay any increased interest or late payment charges in respect of any such unpaid installment until ten (10) days after the Bank notifies Borrower that it may pay such installment.

All payments of principal and interest and any other sums due under this Note shall be made in immediately available funds to Lender at its address set forth above in this Note or to such ot