STOCK PURCHASE AGREEMENT

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                                                                  Exhibit 10




                          STOCK PURCHASE AGREEMENT


                             DATED JUNE 1, 2006


                                BY AND AMONG


                       FARMERS CAPITAL BANK CORPORATION,


                       KENTUCKY BANKING CENTERS, INC.


                                     AND


                         CITIZENS FIRST CORPORATION






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                          STOCK PURCHASE AGREEMENT
                          ------------------------


         THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into as of the 1st day of June, 2006, by and among (i) FARMERS CAPITAL BANK
CORPORATION, a Kentucky corporation with its principal executive offices
located at 202 West Main Street, Frankfort, Kentucky 40601 ("Farmers"); (ii)
KENTUCKY BANKING CENTERS, INC., a Kentucky banking corporation with its
principal executive offices located at 1530 South Green Street, Glasgow,
Kentucky 42141 ("Bank"); and (iii) CITIZENS FIRST CORPORATION, a Kentucky
corporation with its principal executive offices located at 1065 Ashley
Street, Bowling Green, Kentucky 42101 ("Citizens").

                                  PREAMBLE

         Farmers is the owner of all of the issued and outstanding shares of
capital stock (the "Shares") of Bank. Farmers desires to sell the Shares to
Citizens, and Citizens desires to purchase the Shares from Farmers, for the
consideration and on the terms and conditions set forth herein.

         NOW THEREFORE, in consideration of the premises and the mutual and
dependent covenants and undertakings contained in this Agreement, and for
other good and valuable consideration, the mutuality, receipt and
sufficiency of which is hereby acknowledged, and intending to be legally
bound, the parties hereby agree as follows:

                                  ARTICLE 1
                                 DEFINITIONS

         1.1. Certain Defined Terms. The words listed in this Article 1 when
              ---------------------
used and capitalized in this Agreement shall have the meanings set forth for
each by this Article 1. Certain other capitalized terms when used in this
Agreement shall have the meanings ascribed to them when first encountered
elsewhere in this Agreement:

                  (a) "Acquisition Proposal" shall mean with respect to Bank
any bona fide written proposal or offer from any Person relating to any (i)
direct or indirect acquisition or purchase of a business that constitutes
50% or more of the net revenues, net income or the Assets of Bank, (ii)
direct or indirect acquisition or purchase of equity securities of Bank
representing 50% or more of the combined voting power of Bank, (iii) any
tender offer or exchange offer that if consummated would result in any
Person beneficially owning equity securities of such Party representing 50%
or more of the combined voting power of Bank, or (iv) any merger,
consolidation, business combination, recapitalization, liquidation,
dissolution or similar transaction involving Bank, other than the
transactions contemplated by this Agreement.

                  (b) "Adverse Consequences" shall mean all Proceedings,
charges, claims, demands, injunctions, Orders, damages, dues, assessments,
expenditures, outlays, awards,


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penalties, fines, costs, interest, amounts paid in settlement, liabilities,
obligations, payments, premiums, taxes, liens, losses, reduction in value,
loss of use, injuries, expenses and fees of whatever nature, including
without limitation response, restoration, investigative, removal, remedial,
monitoring or inspection costs and court costs and reasonable attorneys'
fees and expenses.

                  (c) "Affiliate" means, as applied to any Person, (i) any
director, executive officer, or general partner of such Person, (ii) any
other Person directly or indirectly controlling, controlled by or under
common control with or by such Person or (iii) any other Person that
directly or indirectly owns or controls, whether beneficially or as a
trustee, guardian or other fiduciary, ten percent (10%) or more of the
equity capital of such Person. For purposes of this definition, "control"
(including the terms "controlling," "controlled by" and "under common
control with") shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities or by Contract or
otherwise.

                  (d) "Agreement" shall mean this Agreement and the
Schedules, Exhibits and other certificates or documents delivered pursuant
hereto.

                  (e) "Assets" of a Person shall mean all of the assets,
properties, businesses, and rights of such Person of every kind, nature,
character and description, whether real, personal or mixed, tangible or
intangible, accrued or contingent, or otherwise, wherever located.

                  (f) "Bankruptcy Event" shall mean, with respect to a
Person, if such Person shall (i) discontinue business, or cease doing
business for more than ten (10) days; (ii) make a general assignment for the
benefit of creditors; (iii) apply for or consent to the appointment of a
custodian, receiver, trustee or liquidator of all or a substantial part of
its assets; (iv) be adjudicated bankrupt or insolvent; (v) file a voluntary
petition in bankruptcy or file a petition or an answer seeking a
composition, reorganization or an arrangement with creditors or seek to take
advantage of any other Law (whether federal or state) relating to relief for
debtors, or admit (by answer, default or otherwise) the material allegations
of any petition filed against it in any bankruptcy, reorganization,
composition, insolvency or other Proceeding (whether federal or state)
relating to relief for debtors; (vi) suffer the filing of any involuntary
petition in any bankruptcy, reorganization, insolvency or other Proceeding
(whether federal or state), if the same is not dismissed within sixty (60)
days after the date of such filing; (vii) suffer or permit to continue any
judgment, decree or order entered by a court which assumes control of its
business or financial affairs or approves a petition seeking a
reorganization, composition or arrangement of its business or financial
affairs or any other judicial modification of the rights of any of its
creditors, or appoints a receiver, trustee or liquidator for it, or for all
or a substantial part of any of its businesses or assets or financial
affairs; (viii) be enjoined or restrained from conducting all or a material
part of any of its businesses as then conducted or as hereafter conducted
and the same is not dismissed and dissolved within thirty (30) days after
the entry thereof; (ix) not be paying its debts generally as they become
due; or (x) admit in writing its inability, or is unable, to pay its debts
generally as they become due.


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                  (g) "Benefit Plans" shall have the meaning assigned such
term in Section 3.18(a) hereof.

                  (h) "BHC Act" shall mean the federal Bank Holding Company
Act of 1956, as amended.

                  (i) "Bank Common Stock" shall mean the common stock,
$20,000 par value per share, of Bank.

                  (j) "Bank Financial Statements" shall have the meaning
assigned such term in Section 3.5 hereof.

                  (k) "Change in Control" shall mean (i) any merger,
consolidation, share exchange or other reorganization or recapitalization to
which a Party or any of its Subsidiaries is a party or subject, (ii) the
sale, lease or exchange following the date of this Agreement (either in one
(1) transaction or a series of transactions) of five percent (5%) or more of
the Assets of a Party or any of its Subsidiaries within a one (1) year
period, (iii) the issuance of equity interests in a Party or any of its
Subsidiaries following the date of this Agreement (either in one (1)
transaction or a series of transactions) which increases by five percent
(5%) or more the equity of a Party or any of its Subsidiaries or (iv) the
issuance of voting interests in a Party or any of its Subsidiaries following
the date of this Agreement (either in one (1) transaction or a series of
transactions) equal to five percent (5%) or more of the voting interests of
a Party or any of its Subsidiaries prior to such issuance.

                  (l) "Citizens Indemnified Persons" shall have the meaning
assigned such term in Section 9.2 hereof.

                  (m) "Claim Notice" shall have the meaning assigned such
term in Section 9.5 hereof.

                  (n) "Closing" shall mean the consummation of the
Contemplated Transactions and the satisfaction of all other conditions
precedent thereto as set forth hereinafter.

                  (o) "Closing Date" shall have the meaning assigned such
term in Section 2.3 hereof.

                  (p) "Code" shall mean the Internal Revenue Code of 1986,
as amended, or any successor thereto and all rulings and regulations issued
pursuant thereto or any successor thereto.

                  (q) "Consent" shall mean any consent, approval,
authorization, clearance, exemption, waiver or similar affirmation by any
Person pursuant to any Contract, Law, Order or Governmental Authorization.

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                  (r) "Contemplated Transactions" shall mean all of the
transactions contemplated by this Agreement, apart from the Bank Merger,
including the sale of the Shares by Farmers to Citizens.

                  (s) "Contract" shall mean any legally binding written or
oral agreement, arrangement, authorization, commitment, contract, indenture,
instrument, lease, obligation, plan, practice, restriction, order, permit,
understanding or undertaking of any kind or character, or other document to
which any Person is a party or that is binding on any Person or its equity
capital, assets or business.

                  (t) "Covered Claim" shall have the meaning assigned such
term in Section 9.5 hereof.

                  (u) "Default" shall mean (i) any breach or violation of or
default under any Contract, (ii) any occurrence or event that with the
passage of time or the giving of notice or both would constitute a breach or
violation of or default under any Contract or (iii) any occurrence or event
that with or without the passage of time or the giving of notice would give
rise to a right to terminate, revoke, modify, cancel, amend, change the
current terms of, renegotiate, or to accelerate, increase or impose any
liability under, any Contract.

                  (v) "Disclosure Memorandum" shall mean the written
Memorandum entitled "Disclosure Memorandum" delivered to Citizens by Farmers
describing in reasonable detail the matters contained therein and, with
respect to each disclosure made therein, Farmers shall make reasonable
efforts to specifically reference each Section of this Agreement under which
such disclosure is being made.

                  (w) "Encumbrance" shall mean any claim, lien, security
interest (or other security arrangement), charge, equity, mortgage, pledge,
community property interest, condition, equitable interest, option, right of
first refusal, conditional sale agreement, default of title, hypothecation,
reservation, title retention or encumbrance of any nature whatsoever, other
than liens for Taxes accrued but not yet payable, and, as to real property,
such imperfections of title and encumbrances, if any, as do not materially
detract from the value or interfere with the present use or sale of any of
the real property of Bank.

                  (x) "Environment" means soil, land surface or subsurface
strata, surface waters (including navigable waters, ocean waters, streams,
ponds, drainage basins and wetlands), groundwaters, drinking water supply,
stream sediments, ambient air (including indoor air), plant and animal life
and any other environmental medium or natural resource.

                  (y) "Environmental Laws" means any Laws that require or
relate to: (a) advising appropriate authorities, employees and the public of
intended or actual releases of pollutants or Hazardous Materials, violations
of discharge limits or other prohibitions and of the commencements of
activities, such as resource extraction or construction, that could have
significant impact on the Environment; (b) preventing or reducing to
acceptable levels the release of pollutants or Hazardous Materials into the
Environment; (c) reducing the quantities,


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preventing the release or minimizing the hazardous characteristics of wastes
that are generated; (d) assuring that products are designed, formulated,
packaged and used so that they do not present unreasonable risks to human
health or the Environment when used or disposed of; (e) protecting
resources, species or ecological amenities; (f) reducing to acceptable
levels the risks inherent in the transportation of Hazardous Materials or
other potentially harmful substances; (g) cleaning up pollutants that have
been released preventing the threat of release or paying the costs of such
clean up or prevention; or (h) making responsible parties pay private
parties, or groups of them, for damages done to their health or the
Environment, or permitting self-appointed representatives of the public
interest to recover for injuries done to public assets. "Environmental Laws"
shall include, without limitation, the Comprehensive Environmental Response
Compensation and Liability Act, as amended, Sections 42 U.S.C. 9601 et seq.
("CERCLA") or any successor law, and regulations and rules issued pursuant
thereto or any successor, and the Resource Conservation and Recovery Act, as
amended Sections 42 U.S.C. 6901 et seq. ("RCRA") or any successor law, and
regulations and rules issued pursuant thereto or any successor.

                   (z) "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended, or any successor thereto, and regulations
and rules issued pursuant thereto or any successor thereto.

                  (aa) "ERISA Affiliate" shall mean any trade or business,
whether or not incorporated, that together with the Person under
consideration would be deemed a "single employer" within the meaning of
Section 4001(b) of ERISA.

                  (bb) "ERISA Plan" shall mean any Benefit Plan which is an
"employee pension benefit plan" as defined in Section 3(2) of ERISA.

                  (cc) "Exhibits" shall mean the exhibits so marked and
attached to this Agreement, which Exhibits are hereby incorporated herein by
reference and made a part hereof.

                   (dd) "Farmers" shall mean Farmers Capital Bank
Corporation, a Kentucky corporation.

                  (ee) "Farmers Indemnified Persons" shall have the meaning
assigned such term in Section 9.3 hereof.

                  (ff) "FDIC" shall mean the Federal Deposit Insurance
Corporation.

                  (gg) "FRB" shall mean the Board of Governors of the
Federal Reserve System.

                  (hh) "Funded Debt" shall mean, at any date, all
indebtedness for borrowed money issued, incurred, assumed or guaranteed of
or by a Person which would, in accordance with GAAP, be classified as funded
indebtedness, but in any event "Funded Debt" shall include all indebtedness
for borrowed money, whether secured or unsecured. However, notwithstanding
the foregoing, "Funded Debt" shall not include, with respect to the subject
Person, any liability or obligation of the subject Person incurred in the
Ordinary Course of the subject Person's banking or trust business with
respect to (i) any deposits held by the subject Person or funds


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collected by the subject Person; (ii) any banker's acceptance or letter of
credit issued by the subject Person; (iii) any check, note, certificate of
deposit, money order, traveler's check, draft or bill of exchange accepted
or endorsed by the subject Person; (iv) any lease of real or personal
property, purchase money security agreement or similar instrument not
involving an obligation of the subject Person for borrowed money other than
purchase money indebtedness; (v) any guarantee or similar obligation
incurred by the subject Person in such circumstances as are incidental or
usual in carrying on the banking or trust business; (vi) any transaction in
the nature of an extension of credit, whether in the form of a commitment or
otherwise, undertaken by the subject Person for the account of a third party
after the application by the subject Person of the same banking
considerations and legal lending limits that would otherwise be applicable
if the transaction were a loan to such party; (vii) any transaction in which
the subject Person acts solely in a fiduciary or agency capacity; and (viii)
FHLB borrowings and Federal Funds transactions in the Ordinary Course of
Business.

                   (ii) "GAAP" shall mean generally accepted accounting
principles applicable to banks and bank holding companies as set forth in
the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants, in statements and
pronouncements of the Financial Accounting Standards Board, or in such other
statements by such other Person as may be approved by a significant segment
of the accounting profession, in each case which are applicable to the
circumstances as of the date of determination.

                  (jj) "Governmental Authorization" shall mean any approval,
Consent, license, permit, waiver, or other authorization issued, granted,
given or otherwise made available by or under the authority of any
Governmental Body or pursuant to any Law.

                  (kk) "Governmental Body" shall mean any: (a) nation,
state, county, city, town, village, district or other jurisdiction of any
nature; (b) federal, state, local, municipal, foreign or other government;
(c) governmental or quasi-governmental authority of any nature (including
any self-regulatory organization, governmental agency, branch, department,
official or entity and any court or other tribunal); (d) multi-national
organization or body; or (e) body exercising, or entitled to exercise, any
administrative, executive, judicial, legislative, police, regulatory or
taxing authority or power of any nature.

                  (ll) "Hazardous Materials" shall mean any waste or other
substance that is listed, defined, designated or classified as, or otherwise
determined to be, hazardous, radioactive or toxic or a pollutant or a
contaminant or otherwise regulated under or pursuant to any Environmental
Law, including any admixture or solution thereof, and specifically including
(without limitation) petroleum and all derivatives thereof or synthetic
substitutes therefor, asbestos or asbestos-containing materials and
polychlorinated biphenyls, substances containing polychlorinated biphenyls,
nitrate, perchloroethylene, 1,1,1-trichloroethane, trichloroethylene,
tetrachloroethylene, 1,1-dichloroethane, 1, 1-dichloroethene, cis-1,
2-dichloroethene, trans-1, 2-dichloroethene, copper, chromium, zinc,
cadmium, lead, mercury, nickel, iron, magnesium, nitrite and aluminum.

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                  (mm) "Indemnified Person" shall have the meaning assigned
such term in Section 9.5 hereof.

                  (nn) "Intellectual Property" shall mean any copyrights (in
both published and unpublished works), patents, trademarks (registered and
unregistered), service marks, service names, fictional business names and
trade names, technology rights and licenses, computer software (including
any source or object codes therefore or documentation relating thereto),
trade secrets, confidential information, customer lists, technical
information, research and development information and records, data
processing technology, plans, drawings, blueprints, franchises, know-how,
inventions and discoveries (whether or not patentable), any applications for
any of the foregoing and any other intellectual property rights of whatever
nature.

                  (oo) "Knowledge:" a Person who is an individual will be
deemed to have "Knowledge" of a particular fact or other matter if: (a) such
individual is actually aware of such fact or other matter; or (b) a prudent
individual would be expected to discover or otherwise become aware of such
fact or other matter in the course of conducting reasonably comprehensive
investigation concerning the existence of such fact or other matter. A
Person (other than an individual) will be deemed to have "Knowledge" of a
particular fact or other matter if any individual who is serving as a
director or executive officer of such Person (or in any similar capacity) as
of the date of this Agreement or as of the Closing Date has, or at any time
had, Knowledge of such fact or other matter.

                  (pp) "Law" shall mean any code, law, constitution,
ordinance, regulation, principle of common law, reporting or licensing
requirement, rule, treaty or statute applicable to a Person or its Assets,
Liabilities or business, including, without limitation, those promulgated,
interpreted or enforced by any Governmental Body wherever located.

                  (qq) "Liability" shall mean any direct or indirect,
primary or secondary, liability, indebtedness, obligation, penalty, cost, or
expense (including costs of investigation, collection, and defense), claim,
deficiency, guaranty, or endorsement of or by any Person (other than
endorsements of notes, bills, checks, and drafts presented for collection or
deposit in the ordinary course of business) of any type, whether accrued,
absolute or contingent, liquidated or unliquidated, matured or unmatured, or
otherwise.

                  (rr) "Material Adverse Effect" shall mean that the Adverse
Consequences from an event, change, or occurrence, individually or together
with any other event, change or occurrence, have had or can reasonably be
expected to have a material adverse impact (financial or otherwise) on (i)
the financial condition, business, results of operations or properties of
the subject Person or (ii) the ability of the subject Person to perform its
obligations under this Agreement or to consummate other transactions
contemplated by this Agreement in accordance with applicable Law; provided
that "Material Adverse Effect" shall not be deemed to include the impact of
(a) changes in banking and similar Laws of general applicability or
interpretations thereof by Governmental Bodies, (b) changes in GAAP or
regulatory accounting principles generally applicable to banks and their
holding companies, (c) actions or omissions of a Party (or any of its
Subsidiaries) taken with the prior written consent of the other Parties
pursuant to


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Section 10.4 hereof, (d) changes in economic conditions or interest rates
generally affecting financial institutions, or (e) the direct effects of
compliance with this Agreement on the operating performance of the Parties,
including expenses incurred by the Parties in consummating the transactions
contemplated by the Agreement.

                  (ss) "1933 Act" shall mean the Securities Act of 1933, as
amended.

                   (tt) "1934 Act" shall mean the Securities Exchange Act of
1934, as amended.

                  (uu) "Office" shall mean the Kentucky Office of Financial
Institutions.

                  (vv) "Operating Property" shall mean any property owned
(or previously owned) by the Party in question or any of its Subsidiaries or
in which the Party in question or any of its Subsidiaries holds (or
previously held) a security interest and, where required by Contract,
include the owner or operator of the said property, but only with respect to
such property.

                  (ww) "Order" shall mean any administrative decision or
award, directive, decree, judgment, order, quasi-judicial decision or award,
ruling, subpoena, injunction, decision, verdict or writ of any court,
arbitrator, mediator, tribunal or Governmental Body.

                  (xx) "Ordinary Course" or "Ordinary Course of Business" -
an action taken by a Person will be deemed to have been taken in the
"Ordinary Course" or the "Ordinary Course of Business" only if: (a) such
action is consistent with the past practices of such Person and is taken in
the ordinary course of the normal day-to-day operations of such Person; (b)
such action is not required to be authorized by the board of directors or
the shareholders of such Person (or by any Person or group of Persons
exercising similar authority); and (c) such action is similar in nature and
magnitude to actions customarily taken, without any authorization by the
board of directors or the shareholders (or by any Person or group of Persons
exercising similar authority), in the ordinary course of the normal
day-to-day operations of other Persons that are in the same line of business
as such Person.

                  (yy) "Participation Facility" shall mean any facility or
property in which the Party in question or any of its Subsidiaries
participates (or previously participated) in the management of such facility
or property and, where required by the Contract, such term means the owner
or operator of said facility or property, but only with respect to said
facility or property.

                  (zz) "Party" shall mean Citizens, Farmers or Bank and
"Parties" shall mean, collectively, Citizens, Farmers and Bank.

                  (aaa) "Permit" shall mean any federal, state, local or
foreign Governmental Authorization, certificate, easement, filing,
franchise, license, notice, permit or right to which any Person is a party
or that is or may be binding upon or inure to the benefit of any Person or
its securities, assets or business.

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                  (bbb) "Person" shall mean any individual, association,
corporation (including without limitation any non-profit corporation)
estate, general partnership, limited liability partnership, limited
partnership, limited liability company, joint stock association, joint
venture, firm, trust, business trust, cooperative, executor, administrator,
nominee or entity in a representative capacity, group acting in concert,
Governmental Body, unincorporated association or other legal entity or
organization.

                  (ccc) "Proceeding" shall mean any action, arbitration,
adjudication, case, cause of action, audit claim, litigation, suit,
complaint, citation, criminal prosecution, demand letter, governmental or
other examination or investigation, hearing, inquiry, notice of violation,
administrative or other proceeding of whatever nature, or notice (written or
oral) by any Person alleging potential Liability or requesting information
relating to or affecting any Person, its business, Assets or the
transactions contemplated by this Agreement, but shall not include regular,
periodic examinations of depository institutions and their Affiliates by
Regulatory Authorities.

                  (ddd) "Purchase Price" shall have the meaning set forth in
Section 2.2.

                  (eee) "Real Property" shall have the meaning assigned such
term in Section 3.11(b) hereof.

                  (fff) "Regulatory Authorities" shall mean, collectively,
the FRB, the Office, all state regulatory agencies having jurisdiction over
any of the Parties or their respective Subsidiaries, the NASD, and the SEC.

                  (ggg) "Representative" shall mean any investment banker,
financial advisor, attorney, accountant, consultant, or other representative
of a Person.

                  (hhh) "Rights" shall mean all arrangements, calls,
commitments, Contracts, options, rights to subscribe to, scrip, options,
purchase rights, warrants or other binding obligations of any character
whatsoever by which a Person is or may be bound to issue additional shares
of its capital stock or other equity interests of whatever nature or other
rights, or securities or rights convertible into or exchangeable for, shares
of the capital stock of a Person or other equity interests of whatever
nature, or by which a Person is or may be bound to repurchase, redeem or
otherwise acquire any of its outstanding shares of capital stock.

                  (iii) "Schedules" shall mean any schedules so marked and
attached to this Agreement, which Schedules are hereby incorporated herein
by reference and made a part hereof.

                  (jjj) "SEC" shall mean the Securities and Exchange
Commission.

                  (kkk) "Securities Laws" shall mean the 1933 Act, the 1934
Act, the Investment Company Act of 1940, as amended, the Investment Advisors
Act of 1940, as amended, the Trust Indenture Act of 1939, as amended, and
the rules and regulations of any Regulatory Authority promulgated
thereunder.

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                  (lll) "Subsidiaries" shall mean all those Persons of which
the entity in question owns or controls 5% or more of the outstanding equity
securities either directly or through an unbroken chain of entities as to
each of which 5% or more of the outstanding equity securities is owned
directly or indirectly by its parent; provided, there shall not be included
any such entity acquired through foreclosure or any such entity the equity
securities of which are owned or controlled in a fiduciary capacity.

                  (mmm) "Taxes" shall mean all taxes, charges, fees, levies,
imposts or other assessments, including, without limitation, all net income,
gross income, gross receipts, sales, use, goods and services, ad valorem,
transfer, alternative, net worth, value added, franchise, profits, license,
withholding, payroll, employment, employer health, excise, estimated,
severance, stamp, occupation, real property and personal property taxes, and
any other taxes, customs duties, fees, assessments or charges of any kind
whatsoever, together with any interest, fines and penalties, additions to
tax or additional amounts imposed by any Governmental Body and whether
disputed or not.

                  (nnn) "Tax Returns" shall mean all returns and reports of
or with respect to any Tax, which are required to be filed by or with
respect to the applicable Person.

                  (ooo) "Termination Date" shall mean the date eighteen (18)
months after the Closing Date.

                                 ARTICLE 2
                    SALE AND TRANSFER OF SHARES; CLOSING

         2.1. Purchase and Sale of Shares. Subject to the terms and
              ---------------------------
conditions of this Agreement, at the Closing, Farmers will sell and transfer
the Shares to Citizens, and Citizens will purchase the Shares from Farmers.

         2.2. Purchase Price. In consideration for the sale of the Shares,
              --------------
Citizens shall pay to Farmers Twenty Million Dollars ($20,000,000) (the
"Purchase Price"). The parties intend for the transactions contemplated by
this Agreement to be treated as an asset acquisition under Section
338(h)(10) of the Code (and any similar state law) for Federal Tax (and any
similar state Tax) purposes and agree to assist and cooperate with each
other in doing or causing to be done all things necessary, proper or
advisable to consummate and make effective such tax treatment to the mutual
satisfaction of the Parties, including without limitation making and filing
the election described in Section 338(h)(10) of the Code and any similar
provision of state Law.

         2.3. Closing. Unless otherwise mutually agreed to by the chief
              -------
executive officers of Farmers and Citizens, the purchase and sale of the
Shares (the "Closing") provided for in this Agreement will take place at the
offices of Citizens counsel at 500 West Jefferson Street, Suite 2800,
Louisville, Kentucky, 40202, at 10:00 a.m. (local time) as soon as is
reasonably practicable on the date (the "Closing Date") five (5) days
following the last to occur of (i) the effective date of the last required
Consent of any Regulatory Authority having authority over and approving or
exempting the Contemplated Transactions (taking into account any requisite
waiting period in


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respect thereto), and (ii) the date on which all other conditions precedent
(other than those conditions which relate to actions to be taken at the
Closing) to each Party's obligations hereunder shall have been satisfied or
waived (to the extent waivable by such Party). Subject to the provisions of
Section 9, failure to consummate the purchase and sale provided for in this
Agreement on the date and time and at the place determined pursuant to this
Section 2.3 will not result in the termination of this Agreement and will
not relieve any party of any obligation under this Agreement.

         2.4. Closing Obligations. At the Closing:
              -------------------

                  (a) Farmers will deliver to Citizens:

                           (i) certificates representing the Shares, duly
                  endorsed (or accompanied by duly executed stock powers),
                  with signatures guaranteed by a commercial bank or by a
                  member firm of the New York Stock Exchange, for transfer
                  to Citizens;

                           (ii) the minutes books, stock records, bylaws and
                  other corporate records of Bank;

                           (iii) the resignations of each of the existing
                  directors and officers of Bank;

                           (iv) the certificates contemplated in Section
                  7.2(c) hereof; and

                           (v) such other instruments and documents as are
                  reasonably necessary to effect the transactions
                  contemplated hereby; and

                  (b) Citizens will deliver to Farmers:

                           (i) the Purchase Price by wire transfer in
                  immediately available funds to an account specified by
                  Farmers at least two (2) business days prior to the
                  Closing;

                           (ii) the certificate contemplated in Section
                  7.3(c) hereof; and

                           (iii) such other instruments and documents as are
                  reasonably necessary to effect the transactions
                  contemplated hereby.

         2.5. Bank Merger. If and as requested by Citizens, each of Farmers
              -----------
and Bank agrees to cooperate with Citizens and take all action necessary and
appropriate, including causing the entering into of an appropriate merger
agreement (the "Bank Merger Agreement"), to cause the Bank to merge with and
into Citizens First Bank, Inc. (the "Bank Merger"), at or promptly after the
Closing and in accordance with applicable Laws and regulations and the terms
of the Bank Merger Agreement.

                                     11

<PAGE>

                                 ARTICLE 3
                       REPRESENTATIONS AND WARRANTIES
                                 OF FARMERS

         Farmers hereby represents and warrants to Citizens, except as set
forth in the Disclosure Memorandum, as follows (which representations and
warranties are made as of the date hereof and as of all times throughout the
term of this Agreement):

         3.1. Organization, Standing and Power.
              --------------------------------

                  (a) Farmers is a corporation duly organized, validly
existing and in good standing under the Laws of the Commonwealth of Kentucky
and has the corporate power and authority to carry on its business as now
conducted and to perform all of its obligations under this Agreement.
Farmers is duly qualified or licensed to transact business as a foreign
corporation in good standing in each of the States of the United States and
in each foreign jurisdiction where the character of its assets or the nature
or conduct of its business requires it to be so qualified or licensed,
except for such jurisdictions in which the failure to be so qualified or
licensed is not reasonably likely to have, individually or in the aggregate,
a Material Adverse Effect on Farmers.

                  (b) Bank is a corporation duly organized, validly existing
and in good standing under the laws of the Commonwealth of Kentucky and has
the corporate power and authority to carry on its business as now conducted
and to own, lease and operate its Assets. Bank is duly qualified or licensed
to transact business as a foreign corporation in good standing in each of
the States of the United States and in each foreign jurisdiction where the
character of its assets or the nature or conduct of its business requires it
to be so qualified or licensed, except for such jurisdictions in which the
failure to be so qualified or licensed is not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Bank. Bank is
an "insured depository institution" as defined in Section 3(c)(2) of the
Federal Deposit Insurance Act, as amended, and applicable regulations
thereunder, the deposits in which are insured by the FDIC to the maximum
extent permitted by the Federal Deposit Insurance Act, as amended, and
applicable regulations thereunder and Bank is a member in good standing with
the FDIC. Bank is a member of the Bank Insurance Fund.

         3.2. Authority; No Conflict.
              ----------------------

                  (a) Each of Farmers and Bank has the corporate power and
authority necessary to execute, deliver and perform its obligations under
this Agreement and all other agreements, documents or instruments
contemplated hereunder and to consummate the transactions contemplated
hereby and thereby. The execution, delivery and performance of this
Agreement, and the consummation of the Contemplated Transactions, have been
duly and validly authorized by all necessary corporate action (including
valid authorization and adoption of this Agreement by Farmers' and Bank's
duly constituted Boards of Directors and by Farmers, as the sole shareholder
of Bank) in respect thereof on the part of Farmers and Bank and this
Agreement constitutes the legal, valid and binding obligation of Farmers and
Bank, enforceable


                                     12

<PAGE>

against Farmers and Bank in accordance with its terms. Subject to the
required approvals of Regulatory Authorities, each of Farmers and Bank has
the absolute and unrestricted right, power, authority and capacity to
execute and deliver this Agreement, and to perform its obligations under
this Agreement.

                  (b) Neither the execution and delivery of this Agreement
by Farmers or Bank nor the consummation of the transactions contemplated
hereby, nor compliance by Farmers or Bank with any of the provisions hereof,
will (i) conflict with or result in a breach of any provision of the
Articles of Incorporation or Bylaws of Farmers or Bank, (ii) constitute or
result in a Default under, or require any Consent apart from necessary
consents from Regulatory Authorities pursuant to, or result in the creation
of any Encumbrance on any Asset of Farmers or Bank under, any Contract or
Governmental Authorization of or applicable to Farmers or Bank, or (iii)
subject to receipt of the requisite Consents referred to in Section 7.1(a)
hereof, violate any Law or Order applicable to Farmers or Bank or any of
their Assets.

                  (c) Other than notice to and filings with, and Consent of,
the Regulatory Authorities, no notice to, filing with, or Consent of, any
Governmental Body is necessary for the consummation by Farmers or Bank of
the transactions contemplated in this Agreement.

         3.3. Capital Stock. The authorized capital stock of Bank consists
              -------------
solely of fifteen (15) shares of Bank Common Stock, of which fifteen (15)
shares are issued and outstanding and constitute the Shares. All of the
issued and outstanding shares of Bank Common Stock are duly authorized and
validly issued and outstanding, and are fully paid and non-assessable under
applicable Law and the Articles of Incorporation and Bylaws of Bank. None of
the shares of Bank Common Stock has been issued in violation of any
preemptive rights of any current or past shareholder of Bank. There are no
outstanding Rights with respect to Bank Common Stock. Farmers is, and on the
Closing Date will be, the sole record and beneficial owner and holder of the
Shares, free and clear of all Encumbrances.

         3.4. Subsidiaries. Bank has no Subsidiaries and has had no
              ------------
Subsidiaries since January 1, 2001.

         3.5. Financial Statements. Farmers has delivered to Citizens (or
              --------------------
will deliver, when available, with respect to periods ended after the date
of this Agreement) complete copies of (i) the unaudited balance sheets
(including related notes and schedules, if any) of Bank as of December 31,
2005 and 2004, and the related statements of operations, stockholders'
equity, and cash flows (including related notes and schedules, if any) for
the fiscal years ended December 31, 2005, 2004 and 2003, (ii) the unaudited
balance sheets of Bank (including related notes and schedules, if any) as of
and for March 31, 2006, and related statements of operations, stockholders'
equity, and cash flows (including related notes and schedules, if any) for
the three-months ended March 31, 2006 and 2005, (iii) the unaudited
statements of financial position of Bank (including related notes and
schedules, if any) and related statements of operations, stockholders'
equity, and cash flows (including related notes and schedules, if any) with
respect to any period ending subsequent to March 31, 2006, and prior to the
Closing Date, and (iv) all Consolidated Reports of Condition and Income (or
similar reports, regardless of name),


                                     13

<PAGE>

including any amendments thereto, filed with any Regulatory Authorities by
Bank for the years ended December 31, 2005, 2004, and 2003, and for the
period ended March 31, 2006, and with respect to any period ending
subsequent to March 31, 2006, together with any correspondence with any
Regulatory Authorities concerning any of the aforesaid financial statements
and reports (collectively, the "Bank Financial Statements"). Such Financial
Statements (i) were (or will be) prepared from the records of Bank; (ii)
were (or will be) prepared in all material respects in accordance with GAAP
(or, where applicable, regulatory accounting principles) consistently
applied; (iii) accurately present (or, when prepared, will present), in all
material respects, Bank's financial condition and the results of its
operations, changes in stockholders' equity and cash flows at the relevant
dates thereof and for the periods covered thereby, except that the unaudited
interim Financial Statements were or are subject to normal and recurring
year-end adjustments which were not expected to be material in amount or
effect; (iv) do contain or reflect (or, when prepared, will contain and
reflect) all necessary adjustments and accruals for an accurate presentation
of Bank's financial condition and the results of Bank's operations and cash
flows for the periods covered by such financial statements; (v) do contain
and reflect (or, when prepared, will contain and reflect) adequate
provisions or allowance, as reasonably determined by Bank management, for
loan losses, for OREO reserves, and for all reasonably anticipatable
liabilities and Taxes, with respect to the periods then ended; (vi) do
contain and reflect (or, when prepared, will contain and reflect) adequate
provisions for all reasonably anticipated Liabilities for Post Retirement
Benefits Other Than Pensions pursuant to SFAS Nos. 106 and 112, (vii) except
as set forth therein, do not (or will not) contain any of items of special
or nonrecurring income or any other income not earned in the Ordinary Course
of Business and (viii) do not (or, when prepared, will not) contain any
untrue statement of a material fact or omit to state a fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading.

         3.6. Absence of Undisclosed Liabilities. Apart from Liabilities
              ----------------------------------
described in the last sentence of this Section 3.6, Bank does not have any
Liabilities that are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Bank, except Liabilities which are
required under GAAP to be accrued or reserved against and which are accrued
or reserved against in the balance sheet of Bank as of March 31, 2006
included in the Bank Financial Statements made available prior to the date
of this Agreement or reflected in the notes thereto. Bank has not incurred
or paid any Liability since March 31, 2006, except for such Liabilities (i)
incurred or paid in the Ordinary Course of Business consistent with past
business practice or (ii) which are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Bank.

         3.7. Regulatory Reports; Corporate Records. Farmers has delivered
               -------------------------------------
to Citizens (except when such delivery is prohibited by law) true and
complete copies of (i) any and all material reports which Bank has filed
with any Governmental Body since January 1, 2001, (ii) the Articles of
Incorporation and Bylaws of Bank and (iii) corporate minutes for the past
five (5) years of Bank. All of the foregoing are current, complete and
correct in all material respects.

         3.8. Loans; Allowance for Loan and Lease Losses.
              ------------------------------------------

                                     14

<PAGE>


         (a) Each of the allowances for loan and lease losses shown on the
Bank Financial Statements is adequate to provide for all known and probable
incurred credit losses of Bank as of the respective dates of the Bank
Financial Statements, in accordance with the requirements of GAAP and
standard banking practice to provide for losses, net of recoveries relating
to loans and leases previously charged off, on loans outstanding or lease
receivables (including, without limitation, accrued interest receivable).

         (b) All outstanding Bank loans, discounts and lease financings (as
well as those reflected on the Bank Financial Statements) have been (a) made
for good, valuable and adequate consideration in the Ordinary Course of
Business and (b) evidenced by notes or other evidences of indebtedness which
are true, genuine, what they purport to be and enforceable in all material
respects in accordance with their terms (except in all cases as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar Law affecting the enforcement of
creditors' rights generally and except that the availability of the
equitable remedy of specific performance or injunctive relief is subject to
the discretion of the court before which any Proceeding may be brought). No
Bank loan, discount or lease financing is subject to any defense with
respect to the enforceability of same (except in all cases as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar Law affecting the enforcement of
creditors' rights generally and except that the availability of the
equitable remedy of specific performance or injunctive relief is subject to
the discretion of the court before which any Proceeding may be brought). The
signature of any party appearing on any note or instrument evidencing any
Bank loan, discount or lease financing, or on any instrument evidencing any
security therefor, is valid and the balances for Bank loans, discounts or
lease financings, as reflected on the books and records of the Bank, are
accurate.

         (c) Bank is not a party to any written or oral loan agreement, note
or borrowing arrangement, including any loan guaranty, that was, as of the
dates identified by the subject reports in the Disclosure Memorandum (i)
delinquent by more than 30 days in the payment of principal or interest,
(ii) known by Bank to be otherwise in Default for more than 30 days, (iii)
classified as "substandard," "doubtful," "loss," "other assets especially
mentioned" or any comparable classification by Bank, the FDIC or the Office,
or (iv) an obligation of any director, executive officer of Bank who is
subject to Regulation O of the Federal Reserve Board (12 C.F.R. Part 215),
or any Person controlling, controlled by or under common control with any of
the foregoing. Any Bank loan made under, or in conjunction with, any
Governmental Body program (including, without limitation, the Farm Services
Administration) was made, and has been serviced and administered, in
compliance with any applicable requirements of Law.

         (d) Except for such noncompliances which could not be reasonably
expected to have, individually or in the aggregate, a Material Adverse
Effect on Bank, any Bank loan which has been assigned by Bank (including,
without limitation, Bank loans assigned to the secondary market) was made in
accordance with applicable Law and in accordance with the requirements
(including, without limitation, underwriting standards and documentation
requirements) of the subject assignee and no such assignment is subject to
any defense with respect to the enforceability of same (except in all cases
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar Law affecting the enforcement of

                                     15

<PAGE>

creditors' rights generally and except that the availability of the
equitable remedy of specific performance or injunctive relief is subject to
the discretion of the court before which any Proceeding may be brought) or
subject to revocation by the assignee whereby the assignee could require
Bank to repurchase any subject loan.

          (e) Except for such secured loans the default of which would not
have, individually or in the aggregate, a Material Adverse Effect on Bank,
(i) each of Bank's secured loans is secured with the collateral and priority
indicated on the books and records of Bank and (ii) each such Encumbrance is
evidenced by a security agreement or mortgage that is true, genuine and
enforceable in accordance with its terms (except in all cases as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar Law affecting the enforcement of
creditors' rights generally and except that the availability of the
equitable remedy of specific performance or injunctive relief is subject to
the discretion of the court before which any Proceeding may be brought).
There are no material uncured violations or violations with respect to which
material refunds or restitution may be required with respect to Bank loans
that have been cited in any compliance report to Bank as a result of
examination by any Governmental Body and the loan documentation with respect
to all Bank loans, discounts or lease financings, complies in all material
respects with applicable Law.

         (f) No borrower or obligor under any Bank loan has requested, and
Bank has not allowed, any relief pursuant to the Soldiers and Sailors Civil
Relief Act of 1940.

         3.9. Repurchase Agreements. With respect to all repurchase
              ---------------------
agreements to which Bank is a party, (i) where Bank has the obligation to
sell securities, it has a valid, perfected first Encumbrance in the
government securities or other collateral securing the repurchase agreement,
and the value of the collateral securing each such repurchase agreement
equals or exceeds the amount of the debt secured by such collateral under
such agreement, and (ii) where Bank has the obligation to buy securities,
the value of the collateral securing such obligation does not materially
exceed the amount of the obligation.

         3.10. Absence of Changes. Since December 31, 2005, the business of
               ------------------
Bank has been conducted in the Ordinary Course and Bank has not otherwise:

                  (a) experienced or suffered any change constituting a
Material Adverse Effect or events or transactions reasonably likely to
result in a Material Adverse Effect;

                  (b) incurred any Funded Debt or (apart from such actions
as are described in the second sentence of Section 1.1(hh) hereof) incurred,
or become subject to, any other absolute or contingent obligation or
liability, or guaranteed any liabilities or obligations of any other Person;

                  (c) created or suffered any Encumbrance with respect to
its properties, business or assets;

                                      16

<PAGE>

                  (d) sold, pledged, transferred or otherwise disposed of,
or agreed to sell, transfer or otherwise dispose of any portion of its
assets, properties or rights, except in the Ordinary Course of Business and
not exceeding in the aggregate $25,000;

                  (e) conveyed or agreed to convey any property to any
Affiliate or entered into any non-arm's length transaction with any
Affiliate;

                  (f) experienced any general work stoppage, labor dispute
or other employee disturbance;

                  (g) incurred or become subject to any claim or liability
for any damages which could have a Material Adverse Effect on it, for
negligence or any other tort, or for breach of Contract;

                   (h) entered into any Contract, or otherwise operated its
business, other than in the Ordinary Course of Business;

                  (i) committed any act or omitted to do any act which would
cause a Default under any Contract to which it is a party or by which it is
bound on the date hereof, which Default is reasonably likely to result in a
Material Adverse Effect on Bank;

                  (j) issued, sold, purchased or redeemed any stock, bonds,
debentures, notes, or other securities of Bank, or issued, sold or granted
any Right in respect thereof;

                  (k) waived, released or canceled any debts owed to it,
claims, rights of value or suffered any extraordinary loss, or paid any of
its non-current obligations or liabilities, or written down the value of any
assets or written down or off any receivable except for loan charge-offs and
writedowns in other real estate owned in the Ordinary Course of Business;

                  (l) declared, set aside or paid any dividend or
distributions on any shares of Bank Common Stock;

                  (m) made any capital expenditures or capital additions or
betterments (or commitment therefor) in excess of $10,000 for any single
item or in excess of $25,000 in the aggregate;

                   (n) suffered any casualty, damage, destruction or loss to
any of its assets not covered by insurance in excess of $10,000 in the
aggregate;

                  (o) terminated, placed on probation, disciplined, warned,
or experienced any resignation of (other than resignations for retirement)
any employee;

                  (p) paid or obligated itself to pay any bonuses, extra
compensation or extraordinary compensation to, pensions or severance pay, or
made any increase (except increases in the Ordinary Course of Business) in
the compensation payable (or to become


                                     17

<PAGE>

payable by it) to, any present or former officer, director or employee, or
entered into any contract of employment;

                  (q) terminated or amended or suffered the termination or
amendment of (i) any lease, bids, Contracts, commitments or other
agreements, or (ii) any Permits, licenses, concessions, Governmental
Authorizations, franchises and similar rights granted to or held by it,
which are necessary or related to its operations;

                  (r) failed to use reasonable efforts to preserve its
business or preserve the goodwill of its customers and others with which it
has business relations;

                  (s) taken (or failed to take) any action which action or
failure if taken after the date of this Agreement, would represent or result
in a breach or violation of Sections 5.1 or 5.2 hereof;

                  (t) experienced any change that would have a Material
Adverse Effect with respect to Asset concentrations as to customers or
industries or in the nature and source of its Liabilities or in the mix of
interest-bearing versus noninterest-bearing deposits; or

                  (u) entered into any Contract to do any of the foregoing.








                                     18

<PAGE>



         3.11. Assets.
               ------

                  (a) Except as disclosed or reserved against in the Bank
Financial Statements made available prior to the date of this Agreement,
Bank has good, marketable and indefeasible title, free and clear of all
Encumbrances, to all of its Assets. All tangible properties used in the
businesses of Bank are in good condition, reasonable wear and tear excepted,
and are usable in the Ordinary Course of Business of Bank. All Assets which
are material to Bank's business held under leases or subleases by Bank, are
held under valid Contracts enforceable in accordance with their respective
terms, assuming the enforceability with respect to third parties to such
Contracts, of which Bank has no reason to believe that any such Contracts
are not enforceable against any such third party thereto (except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or other Laws (including provisions of the U.S.
and Kentucky Constitutions) affecting the enforcement of creditors' rights
generally and except that the availability of equitable remedies is subject
to the discretion of the court before which any proceedings may be brought),
and each such Contract is in full force and effect.

                  (b) Schedule 3.11(b) of the Disclosure Memorandum contains
a complete list of all real property, leaseholds or other interests in real
property (other than mortgage interests held by Bank with respect to its
borrowers) owned by Bank (collectively, the "Real Property"). With respect
to each lease of any real property or personal property to which Bank is a
party (whether as lessee or lessor), except for financing leases in which
Bank is lessor, (i) such lease is in full force and effect in accordance
with its terms against Bank; (ii) all rents and other monetary amounts that
have become due and payable thereunder have been paid by Bank; (iii) there
exists no Default under such lease by Bank; and (iv) upon receipt of the
consents described in Section 3.11(b) of the Disclosure Memorandum, the
consummation of the transactions contemplated by this Agreement will not
constitute a Default or a cause for termination or modification of such
lease.

                  (c) Apart from any noncompliances which in the aggregate
are not reasonably likely to have a Material Adverse Effect on Bank, the
improvements on the Real Property fully comply with all (and Bank has not
received an uncured notice from any Governmental Body respecting any
violation of any) Laws including, without limitation, all applicable zoning,
building, fire, health, safety, handicapped persons, environmental,
pollution, and use laws, codes and ordinances and any and all requirements
imposed in connection with the zoning or rezoning of the Real Property
(including, without limitation, requirements with respect to on-site storm
water detention or retention). Certificates of Occupancy and all other
required Governmental Authorizations have been issued for each building or
structure constituting a portion of the Real Property improvements and for
all leased or leasable areas of such improvements and all fees and other
expenses required to be paid in connection with any zoning or rezoning of
the Real Property and all obligations to be performed by or on behalf of
Bank with respect to any such zoning or rezoning have been paid and
performed in full. The Real Property is zoned in a manner which permits Bank
to use the Real Property for the purpose and in the manner as the Real
Property is currently being used. There are no Contracts with Governmental
Bodies with respect


                                     19

<PAGE>

to the Real Property which would bind the Real Property following the
Closing, except for Contracts of record in the appropriate county clerk's
office, which do not materially interfere with the current use of the Real
Property.

                  (d) There are no Proceedings pending or, to the Knowledge
of Farmers, threatened against or relating to the Real Property (including,
without limitation, any Proceeding for the taking or condemnation of all or
any portion of the Real Property) which, if successful, would affect Bank or
the Real Property or restrict or prevent the continued operation of the Real
Property in the same manner as that in which it is being operated and
maintained as of the date hereof.

                  (e) There are no outstanding construction accounts payable
or mechanics' liens or rights to claim a mechanics' lien in favor of any
contractor, materialman or laborer or any other Person in connection with
construction on any portion of the Real Property.

                  (f) The Real Property is not located within an area which
has been designated by any Governmental Body as having, or being subject to,
special flood hazards or wetlands restrictions.

                  (g) There are no encroachments from or upon property
adjoining the Real Property or upon any easements located on the Real
Property that would have a material impact on the continued operation of the
Real Property in the same manner as that in which it is being operated and
maintained as of the date hereof.

                  (h) The structures on the Real Property and the
improvements thereon (including, without limitation, (i) the walls, ceilings
and other structural elements of any improvements erected thereon and (ii)
the building systems, such as heating, plumbing, ventilation, air
conditioning and electrical systems, related thereto) constitute all of the
real property currently used in relation to the business of Bank and the
aforesaid building systems located on such properties are in good working
order, repair and operating condition, ordinary wear and tear expected.

                  (i) There are no items of maintenance scheduled by Bank
for completion during the past six months that have been deferred with
respect to any building system located on the Real Property or with respect
to the structural soundness of the improvements comprising part of such
premises in excess of $20,000 in the aggregate.

                  (j) Bank has not received any notice from any insurance
company or insurance broker or underwriter of any material defects or
inadequacies in respect of the Real Property that could reasonably be
expected to affect the insurability of such property.

         3.12. Intellectual Property. All of the Intellectual Property
               ---------------------
rights of Bank are in full force and effect and, if applicable, constitute
legal, valid, and binding obligations of the respective parties thereto, and
there have not been, and, there currently are not, any material Defaults
thereunder by Bank. Bank owns, is the valid licensee of, or otherwise has
the unrestricted right to use in the manner in which it is or has been used,
all such Intellectual


                                     20

<PAGE>

Property rights free and clear of all Encumbrances or claims of
infringement. Bank has not infringed the Intellectual Property rights of
others (except to the extent any such infringement will not have a Material
Adverse Effect on Bank) and, to the Knowledge of Farmers and Bank, none of
the Intellectual Property rights as used in the business co