EXHIBIT 10.12


                            Executive Severance Plan

                         CITIZENS FINANCIAL CORPORATION
                            EXECUTIVE SEVERANCE PLAN

         CITIZENS FINANCIAL CORPORATION, a Kentucky corporation (the "Company"),
has adopted this  Executive Severance Plan (the "Plan"), effective as of June 1,
2002, for the benefit of certain key employees of the Company.

1. The purposes of the Plan are as follows:

2. To reinforce and  encourage the continued attention and dedication of Company
Executives (as defined  below) to their  assigned duties without the distraction
arising from the possibility of a change of control of the Company; and

3. To  provide  severance  benefits to any  Executive (as defined  below) in the
event of his or  her termination of employment under the circumstances described
herein within a certain period following a Change of Control (as defined below).

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                                    ARTICLE 1
                                   DEFINITIONS
     1.1  Definitions. For purposes of the Plan, the following  terms shall have
the meanings indicated below:

          (A)  "Act" shall mean the Securities Exchange Act of 1934,  as amended
from time to time.

          (B)  "Affiliate"  shall  have  the  meaning  set  forth in  Rule 12b-2
promulgated  under Section 12 of the Act.

          (C)  "Board" shall mean the Board of Directors of the Company.

          (D)  "Cause"  shall  mean

               (i)     any act of  fraud or personal dishonesty committed by the
Executive  and intended to result in personal enrichment at the expense  of  the
Company,
               (ii)    commission  of a  felony or  other offense that  involves
moral turpitude or is  injurious to the Company,

               (iii)   a willful act  by  the  Executive that  constitutes gross
misconduct and that  is injurious to the Company,  or

               (iv)    two   or  more   violations  by   the  Executive  of  the
Executive's duties to the Company that are demonstrably willful and  deliberate;
provided that in the case of this clause

               (iv)    the  Executive  has  received  in  at least one  instance
written notice of the described activity, has  been afforded a period of 20 days
to cure or correct the activity described in the notice, and has failed to cure,
correct or cease the activity, as appropriate.

          (E)  A "Change of Control" shall be  deemed to have occurred if all of
the following shall have occurred:

               (i)     Any "Person"(as such term is  used in Sections 13(d)  and
14(d) of the Act) other than the Control  Shareholder)  becomes  the  Beneficial
Owner, directly or indirectly,  of securities of the Company  representing  more
than fifty percent (50%) of the total voting power  represented by the Company's
then  outstanding voting  securities;

               (ii)    Darrell R. Wells  ceases  for any  reason  to serve as an
executive officer of the Company; and

               (iii)   The Kentucky  Department  of  Insurance  would no  longer
consider  Darrell R. Wells  to be a  "controlling"  "person," as such  terms are
defined  in  Kentucky  Revised  Statutes Chapter  304.37-010(5)  and (8), of the
Company's insurance subsidiaries.

          (F)  "Control Shareholder" shall mean  Darrell R. Wells together  with
his Affiliates.

          (G)  "Code" shall mean  the Internal Revenue Code  of 1986, as amended
from time to time.

          (H)  "Committee"    shall   mean   the   committee   responsible   for
administering  the  Plan,  as  described  in  Article 3  hereof,  the  Executive
Committee of the Board or the committee appointed by it, as the case may be.

          (I)  "Company"  shall mean  Citizens Financial Corporation, a Kentucky
corporation, but shall also mean any successor to its business and/or  assets by
merger, share exchange, share  purchase,  asset  acquisition or otherwise or any
combination thereof.1

          (J)  "Disability"   shall  mean   the  Executive's  incapacity  due to
physical  or  mental  illness to  perform his or her  full-time  duties with the
Company for a continuous period of three months or an  aggregate  of six  months
in any eighteen-month period.

          (K)  "Good Reason" shall mean,  without the  consent of the Executive,

               (i)    any changes in the  duties  and  responsibilities  of  the
Executive that are materially inconsistent with the duties and  responsibilities
of the Executive within the Company immediately  prior to the Change of Control,

               (ii)   any  reduction  of  the   Executive's  salary,   aggregate
incentive  compensation  opportunities  (excluding  any reduction  in  incentive
compensation awards due to the economic performance of the Company) or aggregate
benefits,

               (iii)  any required relocation  of the Executive's  office beyond
a 50 mile radius from the location of the Executive's office  immediately  prior
to the  Change of  Control,

               (iv)   any failure by the Company to obtain the assumption of the
Plan by a successor of the Company, or

               (v)    the Company's requiring the Executive to travel materially
in excess of the Executive's business  travel obligations prior to the Change of
Control.

          (L)  "Executives" shall mean the following individuals, and such other
individuals as the Committee may,from time to time, determine: Tonya R.Crawford;
Robert N. Greenwood; James L. Head; Lane A. Hersman; and Brent L. Nemec.

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1     For example,  with  reference  to Section  1(E), in the event (i) Citizens
Financial  Corporation  is  merged  into  another  corporation  or (ii)  another
corporation  acquires the shares of Citizens  Financial  Corporation  in a share
exchange or by purchase or (iii)  another  corporation  acquires  its assets,  a
"Change of  Control"  shall not be deemed to have  occurred  unless (a) a Person
other  than  the  Control  Shareholder  is the  Beneficial  Owner,  directly  or
indirectly,  of securities of the Company  representing  more than fifty percent
(50%) of the total  voting  power  represented  by the  surviving  or  acquiring
corporation's  then outstanding  voting securities and (b) Darrell R. Wells does
not serve as an executive officer of the surviving or acquiring  corporation and
(c) the Kentucky  Department of Insurance  would no longer  consider  Darrell R.
Wells to be a  "controlling"  person,  as such  terms are  defined  in  Kentucky
Revised  Statutes  Chapter  304.37-010(5)  and (8) of the surviving or acquiring
corporation's insurance subsidiaries.
<PAGE>

          (M)  "Protected Period" shall mean the period beginning on the date of
a Change of Control and  ending on the date that is twelve (12) months after the
date of such Change of Control.

                                   ARTICLE 2.
                                  TERM OF PLAN

     2.1  The effective date  of the Plan shall be  June 1, 2002 (the "Effective
Date"). The Plan shall remain in effect until the earlier of

               (i)    October 1, 2004,  if no Change  of  Control  has  occurred
before such date or
               (ii)   the  date  of  the  termination of  the  Plan pursuant  to
Section 10.4 hereof.

                                   ARTICLE 3.
                             ADMINISTRATION OF PLAN

     3.1  Administration by  Executive  Committee. Prior to the date of a Change
of Control, the Plan  shall be  interpreted, administered  and  operated  by the
Executive Committee of the Board;  on and after the date of a Change of Control,
the  Plan  shall be  interpreted,  administered  and operated  by a committee of
individuals  appointed  by  the  Executive   Committee  of  the  Board  as  such
Committee  is constituted immediately  prior to  the Change of  Control. In each
case,  subject  to  the  terms of the  Plan, the Committee  shall have  complete
authority, in its sole discretion subject to the express provisions of the Plan,
to  determine who  shall be an Executive,  to interpret  the Plan, to prescribe,
amend and rescind  rules and regulations  relating to it, and  to make all other
determinations  necessary  or  advisable  for  the  administration of  the Plan.
Notwithstanding  the  foregoing,  the  Committee may delegate  any of its duties
hereunder to such person or persons from time to time as it may designate.

     3.2  Expenses of Administration.  All expenses and liabilities that members
of the Committee  may incur  in connection with the  administration  of the Plan
shall be borne by the Company.  The Committee may employ attorneys, consultants,
accountants,  appraisers,  brokers,  or other persons,  and the  Committee,  the
Company and the Company's  officers and directors shall be entitled to rely upon
the  advice,  opinions  or  valuations  of any such  persons.  No  member of the
Committee or the Board shall be personally liable for any action,  determination
or  interpretation  made in good faith with respect to the Plan, and all members
of the Committee  shall be fully protected by the Company in respect of any such
action, determination or interpretation.

                                   ARTICLE 4
                               SEVERANCE BENEFITS

     4.1  If an Executive's employment with the Company is terminated during the
Protected Period  (a) by the  Company  other than for  Cause or  Disability,  or
(b) by the Executive for Good Reason,  the Company  shall,  in lieu of any other
severance payments or benefits payable by the Company to the  Executive  (except
as  otherwise expressly provided  in a written agreement between the Company and
the  Executive  that  such  severance  payments or  benefits  are to  be paid in
addition  to  any  payment or benefit  described herein),  pay to such Executive
within  ten  (10)  business  days after  the Executive's  Date of  Termination a
severance payment (the "Severance  Payment")  as follows:  a lump sum payment in
an  amount  equal to  the sum  of the  Executive's  annual  base  salary and the
Executive's annual cash bonus, in each case,  for the year  prior to the  fiscal
year  in which  the Change  of Control  occurs.  The Severance Payment and other
benefits  described  herein  shall  be  conditioned  upon  the execution  by the
Executive of the Company's standard form general  release or, if it has not then
adopted a standard form, a general release in form specified by the Company.

                                   ARTICLE 5.
                            TERMINATION OF EXECUTIVE

     5.1  Notice of Termination.  Any  purported  termination of an  Executive's
employment following a  Change  of  Control  (other  than by  reason  of  death)
shall  be  communicated by  written Notice of Termination  from one party to the
other party in  accordance  with   Section 8 hereof.  For purposes of this Plan,
a "Notice of Termination"  shall mean a notice that shall  indicate the specific
termination provision in this Plan relied upon and shall set forth in reasonable
detail the facts and circumstances claimed  to provide a basis  for  termination
of  the  Executive's  employment  under the provision so  indicated. Further, no
termination for Cause shall be effective without notice to the Executive setting
forth the reasons for the  Company's  intention  to  terminate.  Notwithstanding
anything  contained  herein,  no termination for Good  Reason shall be effective
unless (A) the Executive has delivered to the Company a Notice of Termination in
accordance with this Section 5.1 within thirty (30) days after the occurrence of
the  event or circumstance  which constitutes  Good Reason  under Section 1.1(K)
hereof,  and  (B)  the  Company  has  not  cured  or  corrected  such  event  or
circumstance within twenty (20) days after  receipt of such notice.

     5.2  Date of  Termination.  "Date  of  Termination,"  with  respect  to any
purported termination of an Executive's employment (other than  by reason of the
Executive's death or Disability),  shall mean the date  specified  in the Notice
of Termination (which shall be within thirty (30) days from the date such Notice
of Termination is given).

     5.3  Covenants.  The Executive  agrees  that, in order for the Executive to
be  eligible  to  receive  the Severance  Payment and  other benefits  described
herein, the Executive must comply with the covenants set forth in paragraphs (A)
and (B) of  this  Section 5.3.  In  the  event  that an  Executive  breaches  or
violates  any  provision  of  paragraphs  (A)  and (B) of this  Section 5.3, the
Executive shall  forfeit any right and interest of the  Executive to receive any

<PAGE>

Severance  Payment or other  benefit  described  herein and  the Executive shall
promptly refund to the Company all payments received under Article IV.

          (A)  The Executive  hereby agrees, upon termination of the Executive's
employment  with the  Company,  that the  Executive  shall hold,  in a fiduciary
capacity for the benefit of the Company, all secret or confidential information,
knowledge or data  relating to the Company and its  businesses,  that shall have
been  obtained by  the Executive during his or her employment by the Company and
that  shall  not  be  public  knowledge.  After  termination  of the Executive's
employment with the Company, the Executive shall not, without the prior  written
consent of the Company,  communicate or divulge any such information,  knowledge
or  data  to  any  person or entity  other than  the Company  and those  persons
designated by the Company.

          (B)  The Executive  hereby agrees  that,  for a  period commencing  on
the Date of Termination  and  terminating on the first anniversary  thereof, the
Executive shall not, either on the Executive's own account or jointly with or as
a manager,  agent, officer, employee, consultant, partner, joint venturer, owner
or shareholder orotherwise on behalf of any other  person, firm or  corporation,
directly or  indirectly  solicit or attempt to solicit away from the Company any
of its officers or employees; provided, however, that a general advertisement to
which an employee of the Company  responds shall in no event be deemed to result
in a breach of this Section 5.3(B).

                                   ARTICLE 6.
                                 NO MITIGATION

     6.1  The Company  agrees that, in  order for an Executive to be eligible to
receive the Severance Payment and other benefits described herein, the Executive
is not required  to seek other employment or to attempt in any way to reduce any
amounts  payable to the  Executive by the Company pursuant to Article IV hereof.
Further, the  amount of any  payment or benefit  provided for in this Plan shall
not  be  reduced  by  any compensation or income  earned by the Executive as the
result  of  employment  by  another employer or  self-employment,  by retirement
benefits, by offset  against any amount claimed to be  owed by  the Executive to
the Company, or otherwise.

                                   ARTICLE 7.
                                   SUCCESSORS

     7.1  Company's Successors. The Company shall require any successor (whether
direct or indirect,  by purchase, merger,  consolidation or otherwise) to all or
substantially  all of the  business  and/or  assets of the Company to  expressly
assume this Plan and all obligations of the Company hereunder in the same manner
and to the  same  extent  that the  Company  would  be so  obligated  if no such
succession had taken place.

     7.2  Company's Assigns.  This Plan shall  inure to the benefit of and shall
be binding upon the Company, its successors  and assigns,  but without the prior
written consent of  the Executives  this Plan may not be assigned  other than in
connection with the merger or sale of substantially  all of the business  and/or
assets of the Company or similar transaction  in which the successor or assignee
assumes (whether by operation of law or express assumption) all  obligations  of
the Company hereunder.

     7.3  Executive's Successors. This Plan shall inure to the benefit of and be
enforceable by the  Executive's  personal or legal  representatives,  executors,
administrators,  successors,  heirs, distributees,  devisees,  legatees or other
beneficiaries.  If an  Executive  should  die  with  any  amount  owing  to such
Executive  hereunder,  such amount,  unless otherwise provided herein,  shall be
paid in  accordance  with the  terms  of this  Plan to the  executors,  personal
representatives or administrators of such Executive's  estate. When a payment is
due  under  this  Plan to an  Executive  who is  unable  to care  for his or her
affairs,  payment may be made directly to his or her legal  guardian or personal
representative.

     7.4  Executor's Assigns.  Except as otherwise provided herein or by law, no
right  or  interest  of  any  Executive  under the Plan  shall be  assignable or
transferable, in whole or  in part, including without  limitation by  execution,
levy,  garnishment,  attachment,  pledge  or in  any  manner,  and no  attempted
assignment or transfer thereof by the Executive shall be effective.  No right or
interest of any Executive under the  Plan shall be  subject to any obligation or
liability of such Executive.

                                   ARTICLE 8.
                                    NOTICES

     8.1  For the  purpose of this  Plan, notices and  all other  communications
provided for in the Plan  shall be in writing  and shall be deemed to  have been
duly  given when  delivered or mailed  by United States  registered mail, return
receipt  requested,  postage  prepaid,  addressed,  if to  an Executive,  to the
address on  file with the  Company and, if to  the  Company, to the  address set
forth below, or to such other  address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address
shall be effective only upon actual receipt:

         To the Company:            Citizens Financial Corporation
                                    The Marketplace, Suite 300
                                    12910 Shelbyville Road
                                    Louisville, Kentucky 40203
                                    Attention: President
<PAGE>


                                    ARTICLE 9.
                                CLAIMS; EXPENSES

     9.1  Claim for Benefits. An Executive may file with the Committee a written
claim for benefits under the Plan if the Executive believes that the Company has
not paid the Executive  all amounts  due under the Plan.  The  Committee  shall,
within a reasonable time not to exceed ninety (90) days, provide adequate notice
in writing to any  Executive whose claim for benefits  shall  have been  denied,
setting forth the following:  (A) the specific reason or reasons for the denial;
(B) specific  reference to the  provision or provisions of the Plan on which the
denial is based;  (C) a description  of any  additional  material or information
required  to perfect  the claim,  and an  explanation  of why such  material  or
information  is necessary;  and (D)  information  as to the steps to be taken in
order that the denial of the claim may be reviewed.

     9.2  Expenses, Legal Fees. If  an  Executive commences  a legal  action  to
enforce  any  of  the  obligations  of the  Company  under  this Plan  and it is
ultimately determined that the Executive is entitled to any payments or benefits
under this  Plan, the  Company shall  pay the Executive the amount  necessary to
reimburse  the  Executive  in  full  for  all   reasonable  expenses  (including
reasonable  attorneys' fees and  legal expenses) incurred  by the Executive with
respect to such action.

                                   ARTICLE 10.
                                  MISCELLANEOUS

    10.1  No Waiver. No waiver by  the Company or any Executive, as the case may
be,  at  any  time of any  breach by the  other  party  of, or of  any  lack  of
compliance with, any condition or provision of this Plan to be performed by such
other  party  shall  be  deemed a waiver of similar or  dissimilar provisions or
conditions at the same or at any prior or subsequent time.

    10.2  Other  Benefits. Except  as otherwise  specifically  provided  herein,
nothing in the Plan shall  affect the level of benefits  provided to or received
by any Executive (or the  Executive's  estate or  beneficiaries)  as part of any
employee  benefit plan of  the Company, and the  Plan shall not be  construed to
affect in any way an Executive's rights  and  obligations  under any other  plan
maintained  by the Company on behalf of employees.

    10.3  No  Right  to  Employment. Nothing  contained  in  this  Plan  or  any
documents relating to the Plan shall (A) confer  upon any Executive any right to
continue  in  the  employ  of  the  Company,  its  successor  or  a  subsidiary,
(B) constitute any contract or agreement of employment, or (C) interfere  in any
way with the right of the Company to terminate the Executive's employment at any
time, with or without Cause.

    10.4  Termination and Amendment of Plan. Prior to a  Change of  Control, the
Board  shall  have the  right to  amend or  terminate the Plan and add or remove
Executives  from time to time,  in its sole  and absolute  discretion.  From and
after  the date  of a  Change of Control,  the Board shall not have the right to
terminate the Plan or amend it any manner, that adversely  affects the rights of
any Executive unless the Company has obtained the prior written  consent of each
affected    Executive.   Notwithstanding    the   foregoing,   the   Plan  shall
automatically terminate on the date  following the  termination of the Protected
Period,  provided however,  that all obligations  accrued by Executives prior to
such  termination  of the Plan  must be satisfied in full in accordance with the
terms hereof.

    10.5  Tax  Withholding.  All  amounts payable  hereunder shall be subject to
applicable federal, state and local tax withholding.

    10.6  Kentucky Law. This Plan shall be construed, interpreted and the rights
of  the  parties  determined in accordance with the laws of the  Commonwealth of
Kentucky (without regard to  the conflicts  of laws principles thereof),  to the
extent not preempted by federal law, which shall otherwise control.

    10.7  Severability.  The invalidity or  unenforceability of any provision of
this  Plan  shall  not  affect  the  validity  or  enforceability  of  any other
provision of this Plan, which  shall  remain in full  force  and  effect  to the
fullest extent permitted by law.