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Exhibit 3.3 ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF
            CORPORATION


           ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES
                                       OF
                           CITIZENS FIRST CORPORATION



Pursuant to the provisions of KRS 271B.6-020, these Articles of Amendment to the
Amended and Restated Articles of Incorporation of Citizens First Corporation, a
Kentucky corporation (the "Corporation"), are hereby adopted for the purpose of
determining the preferences, limitations and relative rights of a new series of
preferred stock to be designated as "Cumulative Convertible Preferred Stock":

         FIRST:   The name of the Corporation is Citizens First Corporation.

         SECOND: The designation of the series of preferred stock subject to
these Articles of Amendment is "Cumulative Convertible Preferred Stock", which
series of preferred stock was created by Articles of Amendment filed by the
Corporation on June 17, 2004 (the "Original Designation"). Pursuant to KRS
271B.6-020(5) without shareholder action, on July 14, 2004 the Board of
Directors duly adopted articles of amendment to amend certain preferences,
limitations and rights of the authorized shares of Cumulative Convertible
Preferred Stock, none of which were outstanding at the time of such adoption by
the Board of Directors. The text of the amendment changing the Cumulative
Convertible Preferred Stock, which restates in its entirety the Original
Designation, is as follows:

         Pursuant to the authority granted to the Board of Directors by Article
IV of the Corporation's Amended and Restated Articles of Incorporation (the
"Articles") and KRS 271B.6-020, as amended, the Board hereby establishes the
following general preferences, limitations and relative rights of 250 shares of
undesignated Preferred Stock of the Corporation, no par value per share,
authorized in the Corporation's Articles:

         1. DESIGNATION AND NUMBER. Two Hundred Fifty (250) shares of
undesignated, authorized Preferred Stock of the Corporation are hereby
constituted as a series of Preferred Stock designated as "Cumulative Convertible
Preferred Stock," having no par value per share. Each share of Cumulative
Convertible Preferred Stock shall have the same relative rights and be identical
in all respects with each other share of Cumulative Convertible Preferred Stock.
Each share of Cumulative Convertible Preferred Stock shall have a stated value
of $31,992 (the "Stated Value").

         2. VOTING RIGHTS. Except as otherwise expressly provided by law, shares
of Cumulative Convertible Preferred Stock shall not be entitled to any vote on
any matter or question submitted to a vote at a meeting of shareholders (or
submitted for action pursuant to written consent in lieu of a meeting) or to any
notice thereof (including without limitation notice of the taking of any action
pursuant to written consent in lieu of a meeting), including without limitation
the election of directors of the Corporation.

         3. DIVIDENDS.

         (a) The holder of each share of Cumulative Convertible Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of
Directors, out of any assets legally available therefor, cumulative quarterly
dividends per share payable in cash on April 30, July 30, October 30 and January
30 in each year (each, a "Dividend Payment Date"), beginning on the first such
date to occur after the issuance of such shares, at an annual rate equal to
6.50% of the Stated Value. Dividends shall accrue and cumulate on each share of
Cumulative Convertible Preferred Stock from the date of issuance and shall
accrue and cumulate from day to day, whether or not earned or declared. Unpaid
accumulated dividends on the shares of Cumulative Convertible Preferred Stock
shall not bear interest. Dividends will be payable to holders of record as they
appear in the Corporation's stock records at the close of business on March 30,
June 30, September 30 and December 30 of each year. Dividends payable on the
Cumulative
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 Convertible Preferred Stock for any period less than a full year
shall be computed on the basis of the actual number of days elapsed and a
365-day year.

         (b) No dividends or other distributions (other than those payable
solely in Common Stock of the Corporation) shall be declared or paid on any
shares of Common Stock of the Corporation (or any shares of any other series of
Preferred Stock ranking as to dividends or liquidation junior to the Cumulative
Convertible Preferred Stock) at any time and for so long as there shall not have
been declared and paid or set apart for payment all amounts necessary to
eliminate any arrearage in payment of the aforesaid dividends on the Cumulative
Convertible Preferred Stock.
         (c) To pay dividends on any Dividend Payment Date, the Corporation
shall have funds legally available to make such payment. The Corporation will
use its reasonable best efforts to provide notice to the holders of the
Preferred Stock not later than 15 days prior to each Dividend Payment Date if
the Corporation determines that it will not pay dividends on the Dividend
Payment Date. If a development occurs less than 15 days prior to a Dividend
Payment Date that will prevent the Corporation from paying dividends on that
Dividend Payment Date, and the Corporation has not already provided notice, the
Corporation will provide prompt notice to the holders.

         4. LIQUIDATION.

         (a) In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary, each holder of Cumulative
Convertible Preferred Stock shall be entitled to receive, out of funds legally
available therefor, prior and in preference to any distribution of any of the
assets or surplus funds of the Corporation to the holders of Common Stock of the
Corporation (or of any shares of any other series of Preferred Stock ranking as
to dividends or liquidation junior to the Cumulative Convertible Preferred
Stock) by reason of their ownership thereof, an amount equal to the Stated Value
per share (as adjusted for any stock dividends, combinations or splits with
respect to such shares), plus an amount equal to all accrued but unpaid
dividends on each such share, including a pro rata dividend according to the
number of days elapsed prior to the date of payment over an assumed year of 365
days ("Accrued Dividends"), for each share of Cumulative Convertible Preferred
Stock then held by them. If, upon the occurrence of such event, the assets and
funds thus distributed among the holders of the Cumulative Convertible Preferred
Stock shall be insufficient to permit the payment to such holders of the full
aforesaid preferential amounts, then the entire assets and funds of the
Corporation legally available for distribution shall be distributed ratably
among the holders of the Cumulative Convertible Preferred Stock in proportion to
the preferential amount each such holder would otherwise have been entitled to
receive if the preferential amounts payable in respect to the Cumulative
Convertible Preferred Stock had been paid in full. Whenever the distribution
provided for in this Subsection 4(a) shall be payable in securities or property
other than cash, the value of such distribution shall be the fair market value
of such securities or other property as determined in good faith by the Board of
Directors.
         (b) Neither the voluntary sale, conveyance, exchange or transfer (for
cash, shares of stock, securities or other consideration) of all or
substantially all of the property or assets of the Corporation, nor the
consolidation, merger or amalgamation of the Corporation with or into any other
entity, or the consolidation, merger or amalgamation of any other entity with or
into the Corporation shall be deemed to be a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation.

         5. REDEMPTION.

             (a) At its option, on and at any time after three years from the
date of issuance of such shares, the Corporation may, at least to the extent
that it may lawfully do so, redeem all or any portion of the outstanding shares
of Cumulative Convertible Preferred Stock, by paying in cash therefore a sum
equal to the Stated Value per share of Cumulative Convertible Preferred Stock
(as adjusted for any stock dividends, combinations or splits with respect to
such shares), plus all Accrued Dividends (the "Redemption Price") thereon, to
but excluding the date fixed for redemption. The Corporation shall give written
notice of any such redemption to each holder of record (at the close of business
on the business day next preceding the day on which notice is given) of the
Cumulative Convertible Preferred Stock to be redeemed, which notice shall be
mailed, first class postage prepaid, to each holder at the address last shown on
the records of the Corporation for such holder, and shall specify a date not
less than 15 nor more than 60 days after the date of such notice as the date of
such redemption (the "Redemption Date"). Notwithstanding the foregoing, the
Corporation may pay the Redemption Price only if the Corporation has funds
legally available for such payment and only if the Corporation has received the
prior written consent of the Federal Reserve.
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              (b) The Redemption Notice shall be mailed as aforesaid at least 15
but no more than 60 days prior to the Redemption Date; provided, however, that
no failure to give such Redemption Notice nor any deficiency therein shall
affect the validity of the procedure for the redemption of any shares of the
Cumulative Convertible Preferred Stock to be redeemed except as to the holder or
holders to whom the Corporation has failed to give said Redemption Notice or
except as to the holder or holders whose Redemption Notice was defective. All
such Redemption Notices shall identify the Cumulative Convertible Preferred
Stock to be redeemed and shall state:

A. the number of shares to be redeemed from such holder;

B.                the Redemption Date;

C.                the Redemption Price;

D.                that on the Redemption Date, the Redemption Price will become
                  due and payable upon each such share of Cumulative Convertible
                  Preferred Stock to be redeemed and that dividends thereon will
                  cease to accrue on and after said date; and

E.                the place where such Cumulative Convertible Preferred Stock is
                  to be surrendered for payment of the Redemption Price.

Except as provided in Subsection 5(c), on or after the Redemption Date, each
holder of Cumulative Convertible Preferred Stock to be redeemed shall surrender
to the Corporation the certificate or certificates representing such shares, in
the manner and at the place designated in the Redemption Notice, and thereupon
the Redemption Price of such shares shall be payable to the order of the person
whose name appears on such certificate or certificates as the owner thereof and
each surrendered certificate shall be cancelled.


              (c) If less than all the outstanding shares of Cumulative
Convertible Preferred Stock are to be redeemed, the Corporation shall select
those shares to be redeemed from outstanding shares of Cumulative Convertible
Preferred Stock not previously called for redemption by lot or pro rata (as
nearly as may be) or by any other method determined by the Board of Directors to
be equitable. In the event less than all the shares represented by any such
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares.

              (d) From and after the Redemption Date, unless there shall have
been a default in payment of the Redemption Price for the shares of Cumulative
Convertible Preferred Stock to have been redeemed, all rights of the holders of
Cumulative Convertible Preferred Stock designated for redemption in the
Redemption Notice as holders of Cumulative Convertible Preferred Stock (except
the right to receive the Redemption Price therefore without interest upon
surrender of their certificate or certificates) shall cease with respect to such
shares, and such shares shall not thereafter be transferred on the books of the
Corporation or be deemed to be outstanding for any purpose whatsoever. If the
funds of the Corporation legally available for redemption of the Cumulative
Convertible Preferred Stock on any Redemption Date are insufficient to redeem
the total number of shares of Cumulative Convertible Preferred Stock to be
redeemed on such date, those funds which are legally available will be used to
redeem the maximum possible number of such shares ratably among the holders of
such shares to be redeemed based upon their holdings of Cumulative Convertible
Preferred Stock. The shares of Cumulative Convertible Preferred Stock not
redeemed shall remain outstanding and entitled to all the rights and preferences
provided herein. At any time thereafter when additional funds of the Corporation
are legally available for the redemption of shares of Cumulative Convertible
Preferred Stock, such funds will immediately be used to redeem the balance of
the shares that the Corporation has become obligated to redeem on any Redemption
Date, but which it has not redeemed, in accordance with a procedure
substantially similar to that described above and approved by the Board of
Directors.

             (e) As one possible (though not exclusive) method of payment of the
Redemption Price for the shares of Cumulative Convertible Preferred Stock to be
redeemed, such method of payment to ultimately be determined and approved by the
Board of Directors, on or prior to each Redemption Date, the Corporation may
deposit the amount of the Redemption Price of all shares of Cumulative
Convertible Preferred Stock designated for redemption in the Redemption Notice
and not yet redeemed or converted, with a bank or trust company having aggregate
capital and surplus in excess of Fifty Million Dollars ($50,000,000) as a trust
fund for the benefit of the respective holders
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<PAGE>27
of the  shares  designated  for  redemption  and  not  yet  redeemed,  with
irrevocable  instructions and authority to such bank or trust company to pay, on
and after the Redemption  Date or prior thereto,  the Redemption  Price for such
shares to the respective  holders  thereof on or after the Redemption  Date upon
receipt of notification  from the  Corporation  that such holder has surrendered
his or her share  certificate to the  Corporation.  Any monies  deposited by the
Corporation  pursuant to this Subsection 5(e) for the redemption of shares which
are  thereafter  converted  into  shares of Common  Stock  pursuant to Section 6
hereof no later than the close of  business  on the day prior to the  Redemption
Date shall be returned to the Corporation  forthwith upon such  conversion.  The
balance of any monies  deposited by the Corporation  pursuant to this Subsection
5(e)  remaining  unclaimed  at the  expiration  of two (2) years  following  the
Redemption Date shall thereafter be returned to the  Corporation,  provided that
the  stockholder  to which  such  money  would  be  payable  hereunder  shall be
entitled,  upon proof of its ownership of the shares of  Cumulative  Convertible
Preferred  Stock  designated for redemption and payment of any bond requested by
the  Corporation,  to  receive  such  monies,  but  without  interest  from  the
Redemption Date.

         6. CONVERSION. The holders of the Cumulative Convertible Preferred
Stock shall have conversion rights as follows:

               (a) RIGHT TO CONVERT. Subject to this Section 6, each share of
Cumulative Convertible Preferred Stock shall be convertible, at the option of
the holder thereof, into shares of the Corporation's Common Stock (i) at any
time on and after three (3) years from the date of issuance of such shares, and,
with respect to shares of Cumulative Convertible Preferred Stock designated for
redemption, on or prior to the close of business on the day prior to the
Redemption Date, if any, as may be specified in the Redemption Notice with
respect to such share, or, if earlier, (ii) at any time on and after a Change of
Control, as hereinafter defined. Such shares of Cumulative Convertible Preferred
Stock shall be convertible at the office of the Corporation or any transfer
agent for such stock, into such number of fully paid and nonassessable shares of
Common Stock as is determined by dividing the Stated Value (as adjusted for any
stock dividends, combinations or splits with respect to such shares), by the
Conversion Price applicable to such share, determined as hereafter provided, in
effect on the date the certificate is surrendered for conversion. The initial
Conversion Price per share shall be $15.50. Such initial Conversion Price shall
be subject to adjustment as set forth in Subsection 6(c) below. When shares of
Cumulative Convertible Preferred Stock are converted pursuant to this Subsection
6(a), all Accrued Dividends on the Cumulative Convertible Preferred Stock so
converted to (and not including) the date of conversion shall be immediately due
and payable in cash.

               (b) MECHANICS OF CONVERSION. Before any holder of Cumulative
Convertible Preferred Stock shall be entitled to convert the same into shares of
Common Stock, he shall surrender the certificate or certificates therefore, duly
endorsed, at the office of the Corporation or of any transfer agent for such
shares of Cumulative Convertible Preferred Stock, and shall give written notice
to the Corporation at its principal corporate office, of the election to convert
a specified whole number of shares and shall state therein the name or names in
which the certificate or certificates for shares of Common Stock are to be
issued. The Corporation shall, as soon as practicable thereafter, issue and
deliver at such office to such holder of Cumulative Convertible Preferred Stock,
or to the nominee or nominees of such holder, a certificate or certificates for
the number of shares of Common Stock to which such holder shall be entitled as
aforesaid. Such conversion shall be deemed to have been made immediately prior
to the close of business on the date of such surrender of the shares of such
series of Cumulative Convertible Preferred Stock to be converted and the person
or persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock as of such date. If the conversion is in connection
with a Change of Control, the conversion may, at the option of any holder
tendering Cumulative Convertible Preferred Stock for conversion, be conditioned
upon the closing of the Change of Control transaction, in which event the
person(s) entitled to receive Common Stock upon conversion of Cumulative
Convertible Preferred Stock shall be deemed to have converted Cumulative
Convertible Preferred Stock immediately prior to the closing of such
transaction.

           (c) CONVERSION PRICE ADJUSTMENTS. The Conversion Price of the
Cumulative Convertible Preferred Stock shall be subject to adjustment from time
to time as follows:

                     (i) In the event the Corporation should at any time or from
time to time after the date hereof fix a record date
for the effectuation of a split or subdivision of the outstanding shares of
Common Stock or the determination of holders of Common Stock entitled to receive
a dividend or other distribution payable in additional shares of Common Stock or
other securities or rights convertible into, or entitling the holder thereof to
receive
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directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "Common Stock Equivalents") without payment of any consideration
by such holder for the additional shares of Common Stock or the Common Stock
Equivalents, then, as of such record date (or the date of such dividend,
distribution, split or subdivision if no record date is fixed), the Conversion
Price of the Cumulative Convertible Preferred Stock shall be appropriately
decreased so that the number of shares of Common Stock issuable on conversion of
each share of Cumulative Convertible Preferred Stock shall be increased in
proportion to such increase in the aggregate of shares of Common Stock
outstanding and those issuable with respect to such Common Stock Equivalents.

                     (ii) If the number of shares of Common Stock outstanding at
any time after the date hereof is decreased by a
combination of the outstanding shares of Common Stock, then, following the
record date of such combination, the Conversion Price for the Cumulative
Convertible Preferred Stock shall be appropriately increased so that the number
of shares of Common Stock issuable on conversion of each share of such series
shall be decreased in proportion to such decrease in outstanding shares.

               (d ) OTHER DISTRIBUTIONS. In the event the Corporation shall
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by the Corporation or other persons, assets (excluding cash
dividends) or options or rights not referred to in Subsection 6(c)(i), then, in
each such case for the purpose of this Subsection 6(d), the holders of shares of
Cumulative Convertible Preferred Stock shall be entitled to a proportionate
share of any such distribution as though they were the holders of the number of
shares of Common Stock of the Corporation into which their shares of Cumulative
Convertible Preferred Stock are convertible as of the record date fixed for the
determination of the holders of Common Stock of the Corporation entitled to
receive such distribution.

               (e) RECAPITALIZATIONS. In case of any capital reorganization or
reclassification or other change of outstanding shares of Common Stock of the
Corporation, whether by combination, merger, acquisition or otherwise (a
"Transaction") (other than a Transaction in which the Corporation is the
resulting or surviving entity and which does not result in any reclassification
or change of outstanding shares of Common Stock), each share of this Cumulative
Convertible Preferred Stock then outstanding shall, without the consent of any
holder of thereof, become convertible only into the kind and amount of shares of
stock or other securities (of the Corporation or another issuer) or property or
cash receivable upon such Transaction by a holder of the number of shares of
Common Stock into which such share of Cumulative Convertible Preferred Stock
could have been converted immediately prior to such Transaction. The provisions
of this subparagraph (e) similarly shall apply to successive Transactions. The
provisions of this subparagraph (e) shall be the sole right of holders of
Cumulative Convertible Preferred Stock in connection with any Transaction and
such holders shall have no separate vote thereon.

               (f) The Corporation shall not be required to give effect to any
adjustment in the Conversion Price unless and until the net effect of one or
more adjustments (each of which shall be carried forward until counted toward
adjustment), determined as above provided, shall have resulted in a change of
the Conversion Price by at least 1%, and when the cumulative net effect of more
than one adjustment so determined shall be to change the Conversion Price by at
least 1%, such change in the Conversion Price shall thereupon be given effect.

               (g) No Fractional Shares And Certificate as to Adjustments.

                        (i) No fractional shares shall be issued upon the
conversion of any share or shares of Cumulative Convertible
Preferred Stock, and the number of shares of Common Stock to be issued shall be
rounded to the nearest whole share.

                        (ii) Upon the occurrence of each adjustment of the
Conversion Price of Cumulative Convertible Preferred Stock
pursuant to this Section 6, the Corporation, at its expense, shall promptly
prepare and furnish to each holder of such Cumulative Convertible Preferred
Stock a certificate setting forth such adjustment and describing the facts upon
which such adjustment or readjustment is based. The Corporation shall, upon the
written request at any time of any holder of Cumulative Convertible Preferred
Stock, furnish or cause to be furnished to such holder a like certificate
setting forth (A) such adjustment and readjustment, (B) the Conversion Price for
such series of Cumulative Convertible Preferred Stock at the time in effect, and
(C) the number of shares of Common Stock and the amount, if any, of other
property which at the time would be received upon the conversion of a share of
such series of Cumulative Convertible Preferred Stock.
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              (h) NOTICES OF RECORD DATE. In the event of any taking by the
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, the Corporation
shall mail to each holder of Cumulative Convertible Preferred Stock, at least
twenty (20) days prior to the date specified therein, a notice specifying the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend,
distribution or right.

              (i) NOTICE OF CHANGE OF CONTROL TRANSACTION. The Corporation shall
give each holder of record of Cumulative Convertible Preferred Stock written
notice of an impending Change of Control transaction not later than twenty (20)
days prior to the stockholders' meeting called to approve such transaction, or
twenty (20) days prior to the closing of such transaction, whichever is earlier,
and shall also notify such holders in writing of the final approval of such
transaction. The first of such notices shall describe the material terms and
conditions of the impending transaction and the provisions of this Section 6,
and the Corporation shall thereafter give such holders prompt notice of any
material changes. The transaction shall in no event take place sooner than
twenty (20) days after the Corporation has given the first notice provided for
herein or sooner than ten (10) days after the Corporation has given notice of
any material changes provided for herein; provided that such periods may be
shortened upon consent of the holders of the Cumulative Convertible Preferred
Stock that are entitled to such notice rights or similar notice rights that
represent at least two-thirds of all then outstanding shares of the Cumulative
Convertible Preferred Stock.

             (j) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation
shall at all times after the Cumulative Convertible Preferred Stock first
becomes convertible reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of effecting the
conversion of shares of Cumulative Convertible Preferred Stock, such number of
its shares of Common Stock as shall from time to time be sufficient to effect
the conversion of all outstanding shares of Cumulative Convertible Preferred
Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding
shares of Cumulative Convertible Preferred Stock, in addition to such other
remedies as shall be available to the holder of such Cumulative Convertible
Preferred Stock, the Corporation will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purposes, including, without limitation, engaging in best efforts to obtain the
requisite stockholder approval of any necessary amendment to the Articles.

             (k) NOTICES. Any notice required by the provisions of this Section
6 to be given to the holders of shares of Cumulative Convertible Preferred Stock
shall be deemed given if deposited in the United States mail, postage prepaid,
and addressed to each holder of record at such holder's address appearing on the
books of the Corporation.

             (l) CHANGE OF CONTROL. "Change of Control" means, for purposes of
this Section 6, the occurrence of any of the following:

A. if any "person" or "group" (as such terms are used in Section 13(d) and
Section 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act") or any
successor provisions to either of the foregoing), including any group acting for
the purpose of acquiring, holding, voting or disposing of securities within the
meaning of Rule 13d-5(b)(1) under the Exchange Act, becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act, except that a person
will be deemed to have "beneficial ownership" of all shares that any such person
has the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of 50% or more of the total
voting power of the Common Stock of the Corporation; or

B. if the Corporation consolidates or merges with or into any other person,
other than a consolidation or merger under a transaction in which the
outstanding Common Stock of the Corporation remains outstanding or is changed
into or exchanged for cash, securities or other property with the effect that
the beneficial owners of the Corporation's outstanding Common Stock immediately
before that transaction, beneficially own, directly or indirectly, more than 50%
of the Common Stock, measured by voting power rather than number of shares, of
the surviving corporation immediately following that transaction; or
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<PAGE>30

C. upon the sale, transfer, assignment, lease, conveyance or other disposition,
directly or indirectly, of all or substantially all the assets of the
Corporation and its subsidiaries considered as a whole; or

D. if during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors (together with any
new directors whose election or appointment by the Board of Directors or whose
nomination for election by the Corporation's stockholders was approved by a vote
of a majority of the directors then still in office who were either directors at
the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Corporation's Board of Directors then in office.

     7. STATUS OF REDEEMED OR CONVERTED STOCK. All shares of Cumulative
Convertible Preferred Stock redeemed, purchased, exchanged, converted or
otherwise acquired by the Corporation shall be retired and canceled and, upon
the taking of any action required by applicable law, shall be restored to the
status of authorized but unissued shares of Preferred Stock of the Corporation
without designation as to series, and may thereafter be reissued.
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<PAGE>31


         THIRD: The foregoing  amendments to the  Corporation's  Amended and
Restated  Articles of  Incorporation  were duly adopted by
the Board of Directors of the Corporation.

         Dated as of July 14, 2004.

                           CITIZENS FIRST CORPORATION





                                                     By:/s/ Mary D. Cohron

                                                      Mary D. Cohron, President

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