EXHIBIT 10.11


  2002 Promissory Note to Darrell R. Wells and Related Subordination Agreement

 SUBJECT TO THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF DECEMBER 19, 2002
                           FROM BORROWER AND LENDER TO
                         NATIONAL CITY BANK OF KENTUCKY




                                PROMISSORY NOTE

$2,000,000.00                                               Louisville, Kentucky
                                                               December 19, 2002

         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 TWO  MILLION  DOLLARS  ($2,000,000.00),  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, 2005 (the "Final Maturity Date").

         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 at the opening of business on the
date of this Note.  The rate per annum shall be reset at the opening of business
on the first day of each April,  July,  October and January  hereafter  (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 of the Prime Rate at the opening of business on that day.
The  "Prime  Rate,  as used in this  Note,  shall  mean  that  rate of  interest
announced  from time to time by National City Bank,  Kentucky (the "Bank") to be
its  prime  rate at its  principal  office  in  Louisville,  Kentucky,  it being
understood  and agreed that such rate shall not  necessarily  be the lowest rate
the Bank then offers to its most creditworthy  borrowers. As of the date of this
Note, the Prime Rate of the Bank is 4.25%, and accordingly the interest rate per
annum on this Note until the first Adjustment Date shall be 6%.

         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

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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 other person or at such other address as
may be designated  in writing  by the holder of this Note.  All payments on this
Note shall be applied first to the payment of any  expenses  or  charges payable
hereunder,  and next to  accrued  interest,  and then to the  principal  balance
hereof, or in such other order as Lender may elect in its sole discretion.

         Any  payment on this  Note that is overdue  for more than five (5) days
from its due date shall, if requested by and at the sole option of the holder of
this  Note, in  order  to  compensate  the  holder  for  the  inconvenience  and
administrative expense  incident  to such  delinquency and not as a penalty,  be
increased by an amount equal to five percent (5%) of the overdue payment, unless
such increase would exceed the maximum increase permitted by law, in which event
the overdue  payment shall be  increased by  such lesser  increment, if  any, as
would  not exceed  the maximum  increase  permitted  by  law.  The  charging  or
collection of a late charge shall not be deemed a waiver of any of the  holder's
other  rights  and  remedies hereunder, including, if  applicable, the right  to
exercise  the  remedies  of  the  holder  upon  a  default  under  this  Note as
hereinafter provided.

         The occurrence of any one or more of the following  shall  constitute a
default under this Note: [i] Borrower does not pay any  installment of principal
of,  or  interest  on,  this  Note as and  when  due or  within  five  (5)  days
thereafter;  [ii] a  proceeding  is  filed or  commenced  against  Borrower  for
dissolution  or liquidation  that is not dismissed  within sixty (60) days after
filing; [iii] Borrower becomes insolvent, or a custodian, trustee, liquidator or
receiver is appointed for Borrower or for any of its property, or Borrower makes
an  assignment  for  the  benefit  of its  creditors,  files  a  petition  under
bankruptcy,  insolvency  or  debtor's  relief  law or for  any  readjustment  of
indebtedness,  composition  or  extension or [iv] any such  proceeding  is filed
against Borrower and is not dismissed within sixty (60) days).

         Whenever there  is a  default  under this  Note, the  entire  principal
balance  of  and  all  accrued  interest on this  Note, shall, at  the option of
Lender, become forthwith  due and payable, without  presentment, notice, protest
or demand of any kind (all of which are expressly waived by Borrower).  Upon any
such  default, the rate of interest  applicable to the  entire  unpaid principal
balance of this Note shall,  at the sole and  exclusive option of the  holder of
this  Note, be increased  by four percent (4%) per  annum, unless  the resulting
rate would exceed the maximum rate  permitted by law, in which event the rate of
interest shall be increased to a rate that shall not exceed such maximum rate.

         This Note is hereby expressly limited  so that in no event  whatsoever,
whether by reason of acceleration of the maturity hereof or otherwise, shall the
amount  paid or  agreed  to be paid to the  holder  of this  Note  for the  use,
forbearance  or retention of money loaned  hereunder  exceed the maximum  amount
permissible  under  applicable law. If from any  circumstance the holder of this
Note  shall  ever  receive  anything  of value  deemed by  applicable  law to be
interest  in any  amount  that would  exceed the  highest  lawful  rate  payable
hereunder,  an amount equal to any  excessive  interest  shall be applied to the
reduction of the principal  amount owing hereunder and not to the payment of the
interest,  and if the  amount  that  would be  excessive  interest  exceeds  the
principal  balance then owing, such excess shall be refunded to the party paying
the same.

         Failure of the holder of this Note to  exercise  any of its  rights and
remedies shall not constitute a waiver of the right to exercise the same at that
or any other time.  All rights and remedies of the holder for default under this
Note shall be cumulative to the greatest extent  permitted by law. Time shall be
of the essence in the payment of all  installments  of interest and principal on
this Note and the performance of Borrower's other obligations under this Note.

         If there is any default under this Note, and this Note is placed in the
hands of an attorney for collection or is collected through any court, including
any  bankruptcy  court,  Borrower  promises  to  pay to the  holder  hereof  its
reasonable  attorneys' fees and court costs incurred in collecting or attempting
to collect or  securing  or  attempting  to secure  this Note or  enforcing  the
holder's  rights in any  collateral  securing  this Note,  provided  the same is
legally  allowed by the laws of the  Commonwealth of Kentucky or any state where
the collateral or part thereof is situated.

         If any provision, or portion thereof, of this Note, or the  application
thereof  to any  persons  or  circumstances  shall to any  extent be  invalid or
unenforceable, the remainder of this Note, or the application of such provision,

<PAGE>

or portion thereof,  to any other person or circumstances  shall not be affected
thereby,  and each provision of this Note shall be valid and  enforceable to the
fullest extent permitted by law.

         This Note, including matters of construction, validity and performance,
and the obligations arising hereunder, shall be construed in accordance with and
otherwise  governed in all respects by the laws of the  Commonwealth of Kentucky
applicable to contracts  made and performed in such state and any applicable law
of the United States of America.

         Borrower and any other  party who  may become  primarily or secondarily
liable for any of the  obligations  of  Borrower  hereunder  hereby  jointly and
severally waive  presentment,  demand, notice  of dishonor,  protest, notice  of
protest, and diligence in collection,  and further waive all exemptions to which
they may now or  hereafter be  entitled under  the laws  of the  Commonwealth of
Kentucky or any other state or of the United States,  and further agree that the
holder of this Note shall have the right without notice,  to deal in any way, at
any  time, with  Borrower, or with  any other party  who may become primarily or
secondarily liable for,  or pledge any  collateral  as  security for, any of the
obligations of Borrower  under this Note  and to grant any extension of time for
payment of this Note or any other  indulgence  or  forbearance  whatsoever,  and
may release any security for the payment of this Note and/or modify the terms of
the any other documents  securing or pertaining to this Note, without in any way
affecting  the liability of Borrower,  or such  other party  who may  pledge any
collateral as security for, or become primarily or  secondarily  liable for, the
obligations of Borrower hereunder and without  waiving any rights the holder may
have hereunder or by virtue of  the laws of this state or any other state of the
Unites States.

         Borrower hereby consents  to the  jurisdiction of  any state or federal
court located within the County  of  Jefferson,  Commonwealth  of  Kentucky, and
irrevocably  agrees that,  subject to Lender's sole and absolute  election,  any
case or  proceeding  relating  to Title  11 of the  United  States  Code and any
actions relating to the indebtedness evidenced hereby shall be litigated in such
courts,  and Borrower  waives any  objection  that it may have based on improper
venue or forum non  conveniens  to the  conduct  of any  proceeding  in any such
court.  Nothing  contained in this paragraph shall affect the right of Lender to
bring any action or proceeding against Borrower or its property in the courts of
any other jurisdiction.

         LENDER AND BORROWER ACKNOWLEDGE THAT THE TIME AND EXPENSE REQUIRED  FOR
TRIAL BY JURY EXCEED THE TIME AND EXPENSE  REQUIRED FOR A BENCH TRIAL AND HEREBY
KNOWINGLY AND  VOLUNTARILY  WAIVE,  TO THE FULLEST EXTENT  PERMITTED BY LAW, AND
AFTER  HAVING  CONSULTED  OR  HAVING  HAD AMPLE  OPPORTUNITY  TO  CONSULT  THEIR
RESPECTIVE LEGAL COUNSEL  CONCERNING THE  CONSEQUENCES OF SUCH WAIVER,  TRIAL BY
JURY IN ANY ACTION OR OTHER  PROCEEDING  BROUGHT  TO  ENFORCE OR DEFEND  AGAINST
COLLECTION  OF OR  OTHERWISE  IN  CONNECTION  WITH  THIS  NOTE  OR  ANY  RELATED
DOCUMENTS.

                                                  CITIZENS FINANCIAL CORPORATION


                                                By: /s/ Lane A. Hersman
                                                        Lane A. Hersman
                                                        Executive Vice President


<PAGE>


                             SUBORDINATION AGREEMENT


TO:      NATIONAL CITY BANK OF KENTUCKY

         101 South Fifth Street

         Louisville, Kentucky  40202



GENTLEMEN:

         NATIONAL CITY BANK OF KENTUCKY (the  "Bank") is a creditor to  CITIZENS
FINANCIAL  CORPORATION,   a  Kentucky  corporation  with  an  address  at  12910
Shelbyville Road, Suite 300, Louisville, Kentucky 40243 ("Citizens"). DARRELL R.
WELLS,  an  individual  and a resident of Jefferson  County,  Kentucky,  with an
address at 4350  Brownsboro  Road,  Louisville,  Kentucky 40207  ("Wells"),  has
requested  that the Bank extend him credit so that he may in turn extend  credit
to Citizens,  but Wells  understands  that the Bank is unwilling to do so unless
the  Bank  first  receives  from  Wells  this   subordination   agreement  (this
"Agreement").

         In consideration of and as an inducement to the Bank to, at any time or
from time to time at the Bank's  option,  make loans or extend  credit  upon any
instrument  or writing in respect of which Wells may be liable in any  capacity,
or to grant such  renewals,  extensions or  modifications  of any thereof as the
Bank may deem advisable, it is agreed as follows:

(1)     Citizens represents and warrants as follows:
        a)    The total principal  indebtedness owing by Citizens to the Bank is
              FIVE  MILLION  SEVEN  HUNDRED  SEVENTY-NINE  THOUSAND ONE  HUNDRED
              SIXTY-SEVEN  AND  FIFTY  HUNDREDTHS  DOLLARS ($5,779,167.50).   As
              used  herein, "Bank Indebtedness" shall  mean present indebtedness
              and any future indebtedness of Citizens to the Bank of every kind,
              nature and character, which may be from time to time  directly  or
              indirectly   incurred,   including   any   negotiable  instruments
              evidencing the  same, all debts,  demands,  monies,  indebtedness,
              liabilities  and  obligations  owed or to  become owing  including
              interest,  principal,  costs  and other  charges, and  all claims,
              rights, causes of action, judgments, decrees  or other obligations
              of any kind whatsoever.
        b)    As of  the date  hereof, Citizens  is not, and  with notice or the
              passage  of time or  both would  not be, in default in  connection
              with any Bank Indebtedness or, to the knowledge of Citizens, under
              any other agreements between Citizens and third parties.
(2)     Each of Wells and Citizens represents and warrants as follows:
        a)    Subsequent to the transaction contemplated in connection with this
              Agreement, the total indebtedness  owing by Citizens to Wells will
              be an amount not to exceed FIVE MILLION DOLLARS ($5,000,000).
              "Wells   Indebtedness"   as  used  herein   shall   mean   present
              indebtedness and any future indebtedness of Citizens  to Wells  of
              every kind,  nature  and character, which may be from time to time
              directly   or   indirectly   incurred,  including  any  negotiable
              instruments  evidencing  the  same,  all  debts,  demands, monies,
              indebtedness, liabilities and obligations owed  or to become owing
              including  principal,  interest, costs  and other charges, and all
              claims,  rights,  causes of  action, judgments,  decrees  or other
              obligations of any kind whatsoever.
        b)    At the Bank's option, either the instruments  evidencing the Wells
              Indebtedness shall  be delivered to  the Bank or  the face of said
              instruments shall be permanently marked with the following legend:

              "Subject to that certain Subordination Agreement executed by
              Darrell R. Wells on the /19th/ day of December, 2002, addressed to
              National City Bank of Kentucky" and after being so marked the said
              instruments shall be exhibited to the Bank.

(3)     Each of Wells and Citizens agrees with the Bank that:
        a)    The Wells Indebtedness  shall be and hereby is subordinated to the
              Bank  Indebtedness  and, subject  to the  provisions  of Section 6
              below, payment of  the  Wells Indebtedness shall be deferred until
              the full  and final payment in  cash or its  equivalent of any and
              all of the Bank Indebtedness (including  all  renewals, extensions
              or  modifications  thereof), together  with the  Bank's  costs and

<PAGE>

              expenses of  collection, including  attorneys' fees  (all of which
              obligations are hereinafter called the "Bank Obligations").
        b)    Wells  will not, without the Bank's prior written consent, assert,
              collect,  enforce  or release the  Wells Indebtedness  or any part
              thereof or  realize  upon or  release  any collateral securing the
              Wells Indebtedness or enforce  any security agreement, real estate
              mortgage, lien instrument, or other encumbrance securing the Wells
              Indebtedness or any part thereof.
        c)    Except  to  the  extent  otherwise  provided  in Section 6 of this
              Agreement, Wells  will  hold in  trust and  immediately pay to the
              Bank in the same form of  payment received, for  application  upon
              the  amount  now or hereafter owing to the  Bank by  Citizens, any
              amount   Citizens  pays   to  Wells   on  account   of  the  Wells
              Indebtedness.
        d)    Wells will forthwith  deliver or cause to be delivered to the Bank
              any  collateral  for the Wells  Indebtedness now  held by Wells or
              anyone on  his behalf, or in the future  received by him or anyone
              on his behalf.
        e)    Wells  agrees  that  he will not, without the Bank's prior written
              consent, commence, prosecute or participate in any administrative,
              legal   or   equitable   action   against   Citizens   or  in  any
              administrative,  legal or  equitable action  that  might adversely
              affect Citizens or its interest.


4.      If Wells,  in violation  of this agreement, shall commence, prosecute or
        participate in any suit, action or proceeding against Citizens, Citizens
        may interpose as a defense or plea the making of this agreement and  the
        Bank may intervene and interpose such defense or plea in the Bank's name
        or  in  the  name  of  Citizens.  If Wells shall attempt  to enforce any
        security  agreement,  real  estate  mortgage, lien  instrument or  other
        encumbrance,  the  Bank  or  Citizens  may  by  virtue of this agreement
        restrain  the enforcement  thereof in the  Bank's name or in the name of
        Citizens.  If  Wells  obtains any asset of Citizens  as a  result of any
        administrative, legal or equitable action, or otherwise, Wells agrees to
        forthwith  pay,  deliver  and  assign  to  the  Bank any  such asset for
        application upon the Bank Obligations.
5.      As  additional  security  for the Bank  Obligations  and in  furtherance
        hereof,  Wells  does hereby  assign and  transfer to the  Bank the Wells
        Indebtedness as security  for any and all amounts now or hereafter owing
        by  Citizens to the Bank, and  Wells irrevocably  authorizes the Bank or
        any person the Bank may designate to collect and receive the proceeds of
        the Wells Indebtedness, to do any and all things with the same power and
        authority that  Wells might or could have done if this agreement had not
        been executed, including the filing and proving of claims in the name of
        the Bank or Wells in  receiverships and proceedings under any bankruptcy
        law from  time  to  time  in  effect.  Wells agrees that upon the Bank's
        demand  it  will  execute  all  documents   necessary  or  desirable  to
        effectuate  the  foregoing  assignment.  The  net amount received by the
        Bank from the  Wells Indebtedness shall be applied to the payment of the
        Bank Obligations and the excess, if any, shall be returned to Wells.
6.      Citizens agrees with the Bank that it will not, without the Bank's prior
        written  consent,  pay  to  Wells  any  sum  on  account  of  the  Wells
        Indebtedness or execute or deliver any negotiable instrument as evidence
        of  the Wells  Indebtedness or any  part thereof.  Any provision of this
        Agreement to the  contrary  notwithstanding, Citizens shall be permitted
        to make, and Wells to retain, payments of accrued interest on  the Wells
        Indebtedness provided  that (i) no defaults exist in connection with the
        Bank Obligations (as determined by  the Bank, which  determination shall
        be  conclusive  in the  absence of manifest  error) and (ii) no defaults
        exist under (a) this Agreement, (b) that certain Promissory Note of even
        date herewith, made by  Wells to and in favor of the Bank, or (c) any of
        those  certain Stock  Pledge Agreements  of even date  herewith, by  and
        between the Bank and each of the Wells and Margaret Ann C. Wells.
7.      Wells agrees that  the Bank may grant  extensions of the time of payment
        or performance, make compromises; including releases of collateral, and
        settlements  with Citizens  and all other  persons, and  take or omit to
        take  or waive any action the Bank deems appropriate with respect to the
        Bank Obligations  without the consent  of Citizens or Wells  and without
        affecting the agreements of Citizens or Wells hereunder.
8.      If at any time  hereafter the Bank shall, in its own judgment, determine
        to discontinue the extension of  credit to Citizens, the Bank may do so.
        This agreement shall  continue in full force and  effect until  Citizens
        shall  have  satisfied all the Bank  Obligations and the Bank shall have
        been paid in full on all indebtedness of any  nature whatsoever that may
        be  due  to  the  Bank  from  Citizens  at  present  or in  the  future.
        Notwithstanding   the  foregoing,  this   agreement  shall  nevertheless
        continue  in  force  if  the  Bank Obligations shall be paid in full and
        subsequently additional Bank  Obligations  shall  be incurred  under the
        same  agreement  or  arrangement,  unless  Wells,  prior   to  Citizens'
        incurring of additional Bank  Obligations, shall  have notified the Bank
        in writing that his subordination is no longer effective.

<PAGE>

9.      Citizens agrees that it  will render to the  Bank, upon demand from time
        to time, a  statement of Citizens' account with Wells, and that the Bank
        will have the right through the Bank's designees to inspect the books of
        Citizens at reasonable times.
10.     This agreement shall be binding upon the heirs, administrators, personal
        representatives, successors and assigns of Wells and Citizens, and shall
        inure to the benefit of the Bank's successors and assigns.
11.     This Agreement and the obligations  which it secures  and all rights and
        liabilities   of  the   parties  shall  be   governed  as  to  validity,
        interpretation, enforcement  and effect by the laws  of the Commonwealth
        of Kentucky.
12.     This  Agreement may be  executed in any  number of counterparts, each of
        which shall be regarded as an original and all of which shall constitute
        but one and the same instrument.
                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



<PAGE>


         IN WITNESS WHEREOF, the Bank, Wells and Citizens have severally duly
executed this Agreement this /19th/ day of December, 2002.

Accepted By:



"BANK"

NATIONAL CITY BANK OF KENTUCKY
By: /s/ Rob King
Title: Senior V.P.

                                  "WELLS"
                                                  DARRELL R. WELLS
                                                  /s/ Darrell R. Wells
                                                  Darrell R. Wells



                                 "CITIZENS"
                                                  Citizens Financial Corporation
                                                  By: /s/ Lane A. Hersman
                                                  Title: Ex. V.P. and C.O.O.