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    Exhibit 10.1 2002 Stock Option Plan of Citizens First Corporation

                           CITIZENS FIRST CORPORATION
                             2002 STOCK OPTION PLAN

         1. Purpose. The purpose of the Citizens First Corporation 2002 Stock
Option Plan is to promote the interests of the Company by affording an incentive
to certain key employees to remain in the employ of the Company and its
Subsidiaries and to use their best efforts in its behalf and to aid the Company
and its Subsidiaries in attracting, maintaining, and developing capable
personnel of a caliber required to ensure the continued success of the Company
and its Subsidiaries by means of an offer to such persons of an opportunity to
acquire or increase their proprietary interest in the Company through the
granting of incentive stock options, nonstatutory stock options or
performance-based options to purchase the Company's stock pursuant to the terms
of the Plan.

         2. Definitions.

                  A. "Board" means the Company's Board of Directors.

                  B. "Code" means the Internal Revenue Code of 1986, as amended.

                  C. "Committee" means the Compensation Committee of the Board
           that administers the Plan, pursuant to Section 4.

                  D. "Common Stock" means the Company's common stock, no par
           value, or the common stock or securities of a Successor that have
           been substituted theretofore pursuant to Section 9.

                  E. "Company" means Citizens First Corporation, a Kentucky
           corporation, with its principal place of business at 1805 Campbell
           Lane, Bowling Green, Kentucky 42104.

                  F. "Disability" means, as defined by and to be construed in
           accordance with Code Section 22(e)(3), any medically determinable
           physical or mental impairment that can be expected to result in death
           or that has lasted or can be expected to last for a continuous period
           of not less than twelve (12) months, and that renders Optionee unable
           to engage in any substantial gainful activity. An Optionee shall not
           be considered to have a Disability unless Optionee furnishes proof of
           the existence thereof in such form and manner, and at such time, as
           the Committee may require.

                  G. "ISO" means an option to purchase Common Stock which at the
           time the option is granted under the Plan qualifies as an incentive
           stock option within the meaning of Code Section 422.

                  H. "NSO" means a nonstatutory stock option to purchase Common
           Stock which at the time the option is granted under the Plan does not
           qualify as an ISO.

                  I. "Option Price" means the price to be paid for Common Stock
           upon the exercise of an option granted under the Plan in accordance
           with Section 7.B.

                  J. "Optionee" means an employee to whom options have been
           granted under the Plan.

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                  K. "Optionee Representative" means the Optionee's estate or
           the person or persons entitled thereto by will or by applicable laws
           of descent and distribution.

                  M. "Plan" means the Citizens First Corporation 2002 Stock
           Option Plan, as set forth herein, and as amended from time to time.

                  N. "Subsidiary" shall mean any corporation which at the time
           an option is granted under the Plan qualifies as a subsidiary of the
           Company under the definition of "subsidiary corporation" contained in
           Code Section 424(f), or any similar provision thereafter enacted.

                  O. "Successor" means the entity surviving a merger or
           consolidation with the Company, or the entity that acquires all or a
           substantial portion of the Company's assets or outstanding capital
           stock (whether by merger, purchase or otherwise).

                  Q. "Ten Percent Shareholder" means an employee who, at the
           time an option is granted, owns stock possessing more than ten
           percent (10%) of the total combined voting power of all classes of
           stock of the Company or Subsidiary employing the Optionee or of its
           parent (within the meaning of Code Section 424(e)) or subsidiary
           (within the meaning of Code Section 424(f)) corporation.

         3. Shares Subject to Plan.

                  A. Authorized Unissued or Treasury Shares. Subject to the
provisions of Section 9, the shares to be delivered upon exercise of options
granted under the Plan shall be made available, at the discretion of the Board,
from the authorized unissued shares or treasury shares of Common Stock.

                  B. Aggregate Number of Shares. Subject to adjustments and
substitutions made pursuant to the provisions of Section 9, the aggregate number
of shares that may be issued upon exercise of all options that may be granted
under the Plan shall not exceed One Hundred Twenty Thousand (120,000) of the
Company's authorized shares of Common Stock.

                  C. Shares Subject to Expired Options. If any option granted
under the Plan expires or terminates for any reason without having been
exercised in full in accordance with the terms of the Plan, the shares of Common
Stock subject to, but not delivered under, the option shall become available for
any lawful corporate purpose, including for transfer pursuant to other options
granted to the same employee or other employees without decreasing the aggregate
number of shares of Common Stock that may be granted under the Plan.

         4. Administration. The Plan shall be administered by the Compensation
Committee of the Board. The Compensation Committee shall have full power and
authority to construe, interpret, and administer the Plan and to adopt such
rules and regulations for carrying out the Plan as it may deem proper and in the
best interests of the Company.

         5. Grant of Options.

                  A. Board Authority. Subject to the terms, provisions and
conditions of the Plan, the Board shall have full and final authority in its
discretion: (i) to select the employees to whom options shall be granted; (ii)
to authorize the granting of ISOs and NSOs, or a combination of ISOs and NSOs;
(iii) to determine the number of shares of Common Stock subject to each option;
(iv) to determine the

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time or times when options shall be granted, the manner in
which each option shall be exercisable, and the duration of the exercise period;
(v) to fix such other provisions of the option agreement as it may deem

necessary or desirable consistent with the terms of the Plan; and (vi) to
determine all other questions relating to the administration of the Plan. The
interpretation of any provisions of the Plan by either the Board or the
Compensation Committee shall be final, conclusive, and binding upon all persons
and the officers of the Company shall place into effect and shall cause the
Company to perform its obligations under the Plan in accordance with the
determinations of the Board or the Compensation Committee in administering the
Plan.

                  B. $100,000 ISO Limitation. Notwithstanding the foregoing, the
aggregate fair market value (determined as of the date the option is granted) of
the Common Stock for which ISOs shall first become exercisable by an Optionee in
any calendar year under all ISO plans of the Company and its Subsidiaries shall
not exceed $100,000. Options in excess of this limitation shall constitute NSOs.

         6. Eligibility. Key employees of the Company and its subsidiaries
including officers and directors, shall be eligible to receive options under the
Plan. No director of the Company who is not also an employee of the Company or a
Subsidiary shall be entitled to receive an option under the Plan. Key employees
to whom options may be granted under the Plan shall be those elected by the
Board from time to time who, in the sole discretion of the Board, have
contributed in the past or who may be expected to contribute materially in the
future to the successful performance of the Company and its Subsidiaries.

         7. Terms and Conditions of Options. Each option granted under the Plan
shall be evidenced by an option agreement signed by the Optionee and by a member
of the Board on behalf of the Company. An option agreement shall constitute a
binding contract between the Company and the Optionee, and every Optionee, upon
acceptance of such option agreement, shall be bound by the terms and
restrictions of the Plan and of the option agreement. Such agreement shall be
subject to the following express terms and conditions and to such other terms
and conditions that are not inconsistent with the Plan and that the Board may
deem appropriate.

A.                         Option Period. Each option agreement shall specify
                           the period for which the option thereunder is granted
                           and shall provide that the option shall expire at the
                           end of such period. The Board may extend such period
                           provided that, in the case of an ISO, such extension
                           shall not in any way disqualify the option as an ISO
                           without the Optionee's consent. Such period,
                           including any such extensions, shall not exceed ten
                           (10) years from the date of grant, provided, however,
                           that in the case of an ISO granted to a Ten Percent
                           Stockholder, such period, including extensions, shall
                           not exceed five (5) years from the date of grant.

B.                         Option Price. The Option Price for ISOs and NSOs
                           shall be: (i) the fair market value of the Common
                           Stock on the date the option is granted, or (ii) in
                           the case of an ISO granted to a Ten Percent
                           Shareholder, one hundred ten percent (110%) of the
                           fair market value of the Common Stock on the date the
                           option is granted and shall be subject to adjustments
                           in accordance with the provisions of Section 9.

C.                         Fair Market Value. The fair market value of Common
                           Stock on any given measurement date shall be
                           determined as follows:

                           [1] if the Common Stock is traded on the
                  over-the-counter market, the closing sale price for the Common
                  Stock in the over-the-counter market on the measurement date
                  (or if there was no sale of the Common Stock on such date, on
                  the

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                  immediately preceding date on which there was a sale of
                  the Common Stock), as reported by the National Association of
                  Securities Dealers Automated Quotation System; or

                           [2] if the Common Stock is listed on a national
                  securities exchange, the closing sale price for the Common
                  Stock on the Composite Tape on the measurement date; or

                           [3] if the Common Stock is neither traded on the
                  over-the-counter market nor listed on a national securities
                  exchange, such value as the Board, in good faith, shall
                  determine.

                  D. Payment of Option Price. Each option shall provide that the
purchase price of the shares as to which an option shall be exercised shall be
paid to the Company at the time of exercise either in cash or in such other
consideration as the Board deems acceptable, and which other consideration in
the Board's sole discretion may include: (i) Common Stock of the Company already
owned by the Optionee having a total fair market value on the date of exercise,
determined in accordance with Section 7.C., equal to the purchase price, (ii)
Common Stock of the Company issuable upon the exercise of a Plan option and
withheld by the Company having a total fair market value on the date of
exercise, determined in accordance with Section 7.C., equal to the purchase
price, as long as the Optionee can produce evidence of ownership for at least
six months of a sufficient number of shares of Common Stock of the Company
("Mature Shares") which would cover the option exercise price, or (iii) a
combination of cash and Common Stock of the Company (either shares already owned
by the Optionee or shares being withheld upon the exercise of a Plan option,
with evidence of Mature Shares) having a total fair market value on the date of
exercise, determined in accordance with Section 7.C, equal to the amount of the
purchase price not paid in cash.

                  E. Manner of Exercise. Subject to the terms and conditions of
any applicable option agreement, any option granted under the Plan may be
exercised in whole or in part. To initiate the process for the exercise of an
option: (i) the Optionee shall deliver to the Company, or to a broker-dealer in
the Common Stock with the original copy to the Company a written notice
specifying the number of shares as to which the option is being exercised and,
if determined by counsel for the Company to be necessary, representing that such
shares are being acquired for investment purposes only and not for the purpose
of resale or distribution; and (ii) the Optionee, or the broker-dealer, shall
pay for the exercise price of such shares with cash, or if the Board in its
discretion agrees to so accept, by delivery to the Company of Common Stock of
the Company (either shares already owned by the Optionee or shares being
withheld upon the exercise of a Plan option, with evidence of Mature Shares), or
in some combination of cash and such Common Stock acceptable to the Board. If
payment of the Option Price is made with Common Stock, the value of the Common
Stock used for such payment shall be the fair market value of the Common Stock
on the date of exercise, determined in accordance with Section 7.C. The date of
exercise of a stock option shall be determined under procedures established by
the Board, but in no event shall the date of exercise precede the date on which
both the written notice of intent to exercise an option and full payment of the
exercise price for the shares as to which the option is being exercised have
been received by the Company. Promptly after receiving full payment for the
shares as to which the option is being exercised and, provided that all
conditions precedent contained in the Plan are satisfied, the Company shall,
without transfer or issuance tax or other incidental expenses to Optionee,
deliver to Optionee a certificate for such shares of the Common Stock. If an
Optionee fails to accept delivery of the Common Stock, the Optionee's rights to
exercise the applicable portion of the option shall terminate.

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                  F. Exercises Causing Loss of Compensation Deduction. No part
of an option may be exercised to the extent the exercise would cause the
Optionee to have compensation from the Company and its affiliated companies for
any year in excess of $1 million and which is nondeductible by the Company and
its affiliated companies pursuant to Code Section 162(m). Any option not
exercisable because of this limitation shall continue to be exercisable in any
subsequent year in which the exercise would not cause the loss of the Company's
or its affiliated companies compensation tax deduction, provided such exercise
occurs before lapse of the option, and otherwise complies with the terms and
conditions of the Plan and option agreement.

                  G. Investment Representation. Each option agreement may
provide that, upon demand by the Board for such a representation, the Optionee
or Optionee Representative shall deliver to the Board at the time of any
exercise of an option or portion thereof a written representation that the
shares to be acquired upon such exercise are to be acquired for investment and
not for resale or with a view to the distribution thereof. Upon such demand,
delivery of such representation before delivery of Common Stock issued upon
exercise of an option and before expiration of the option period shall be a
condition precedent to the right of the Optionee or Optionee Representative to
purchase Common Stock.

                  H. ISOs. Each option agreement which provides for the grant of
an ISO to an employee shall contain such terms and provisions as the Board deems
necessary or desirable to qualify such option as an ISO within the meaning of
Code Section 422.

                  I. Exercise in the Event of Death or Termination of
Employment. Unless the Board, in its sole discretion, provides otherwise in the
option agreement, these conditions shall apply to the ability of an Optionee to
exercise his or her options:

                           [1] If an Optionee dies; (i) while an employee of the
                  Company or a Subsidiary, or (ii) within three (3) months after
                  termination of employment with the Company or a Subsidiary
                  because of a Disability, the Optionee's options may be
                  exercised by Optionee Representative, to the extent that the
                  Optionee shall have been entitled to do so on the date of
                  death or employment termination, but not later than the
                  expiration date specified in Section 7.A or one (1) year after
                  the Optionee's death, whichever date is earlier.

                           [2] If an Optionee's employment by the Company or a
                  Subsidiary terminates because of the Optionee's Disability and
                  the Optionee has not died within the following three (3)
                  months, the Optionee may exercise his or her options, to the
                  extent that he or she shall have been entitled to do so at the
                  date of employment termination, at any time, or from time to
                  time, but not later than the expiration date specified in
                  Section 7.A or one (1) year after termination of employment,
                  whichever date is earlier.

                           [3] If an Optionee's employment terminates by reason
                  of retirement in accordance with the terms of the Company's
                  tax-qualified retirement plans or with the consent of the
                  Board, all right to exercise his or her options shall
                  terminate at the expiration date specified in Section 7.A or
                  three (3) months after employment termination, whichever date
                  is earlier.

                           [4] If an Optionee's employment terminates for any
                  reason other than death, Disability, or retirement, all rights
                  to exercise his or her options shall terminate on the date of
                  employment termination.

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                  J. Leaves of Absence. The Board may, in its discretion, treat
all or any portion of any period during which an Optionee is on military or on
an approved leave of absence from the Company or a Subsidiary as a period of
employment of such Optionee by the Company or Subsidiary for purposes of accrual
of the Optionee's rights under the Plan. Notwithstanding the foregoing, if a
leave of absence exceeds ninety (90) days and reemployment is not guaranteed by
contract or statute, the Optionee's employment by the Company or a Subsidiary
for the purposes of the Plan shall be deemed to have terminated on the 91st day
of the leave.

                  K. Transferability of Options. An option granted under the
Plan may not be transferred by the Optionee otherwise than by will or the laws
of descent and distribution, and during the lifetime of the Optionee to whom
granted, may be exercised only by the Optionee.

                  L. No Rights as Shareholder. No Optionee or Optionee
Representative shall have any rights as a shareholder with respect to Common
Stock subject to option before the date of transfer to the Optionee of a
certificate or certificates for the shares.

                  M. No Rights To Continued Employment. The Plan and any option
granted under the Plan shall not confer upon any Optionee any right with respect
to continuance of employment by the Company or any Subsidiary, nor shall it
interfere in any way with the right of the Company or any Subsidiary by which an
Optionee is employed to terminate employment at any time.

                  N. Tax Withholding. To the extent required by applicable law,
the Optionee shall, on the date of exercise, make arrangements satisfactory to
the Company for the satisfaction of any withholding tax obligations that arise
by reason of an option exercise or any sale of shares. The Board, in its sole
discretion, may permit these obligations to be satisfied in whole or in part
with: (i) cash paid by the Optionee or by a broker-dealer on behalf of the
Optionee, (ii) shares of Common Stock that otherwise would be issued to the
Optionee upon exercise of the option, as long as the Optionee can produce
evidence of ownership of Mature Shares, and/or (iii) shares of Common Stock
already owned by the Optionee. The Company shall not be required to issue shares
for the exercise of an option until such tax obligations are satisfied and the
Company may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to the Optionee.

         8. Compliance With Other Laws and Regulations. The Plan, the grant and
exercise of options thereunder, and the obligation of the Company to sell and
deliver Common Stock under such options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for Common Stock before: (i) the
listing of the Common Stock on any stock exchange or over-the-counter market on
which the Common Stock may then be listed and (ii) the completion of any
registration or qualification of any governmental body which the Company shall,
in its sole discretion, determine to be necessary or advisable. To the extent
the Company meets the then applicable requirements for the use thereof and to
the extent the Company may do so without undue cost or expense, and subject to
the determination by the Board of Directors of the Company that such action is
in the best interest of the Company, the Company intends to register the
issuance and sale of such Common Stock by the Company under federal and
applicable state securities laws using a Form S-8 registration statement under
the Securities Act of 1933, as amended, or such successor Form as shall then be
available.

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         9. Capital Adjustments Affecting Stock, Mergers and Consolidations.

                  A. Capital Adjustments. In the event of a capital adjustment
in the Common Stock resulting from a stock dividend, stock split,
reorganization, merger, consolidation, or a combination or
exchange of shares, the number of shares of Common Stock subject to the Plan
and the number of shares under option shall be automatically adjusted to take
into account such capital adjustment. By virtue of such a capital adjustment,
the price of any share under option shall be adjusted so that there shall be no
change in the aggregate purchase price payable upon exercise of any such option.

                  B. Mergers and Consolidations. In the event the Company merges
or consolidates with another entity, or all or a substantial portion of the
Company's assets or outstanding capital stock are acquired (whether by merger,
purchase or otherwise) by a Successor, the kind of shares of Common Stock that
shall be subject to the Plan and to each outstanding option shall, automatically
by virtue of such merger, consolidation or acquisition, be converted into and
replaced by shares of common stock, or such other class of securities having
rights and preferences no less favorable than the Common Stock, of the
Successor, and the number of shares subject to the option and the purchase price
per share upon exercise of the option shall be correspondingly adjusted, so
that, by virtue of such merger, consolidation or acquisition, each Optionee
shall have the right to purchase (a) that number of shares of common stock of
the Successor that have a book value equal, as of the date of such merger,
conversion or acquisition, to the book value, as of the date of such merger,
conversion or acquisition, of the shares of Common Stock of the Company
theretofore subject to the Optionee's option, (b) for a purchase price per share
that, when multiplied by the number of shares of common stock of the Successor
subject to the option, shall equal the aggregate Option Price at which the
Optionee could have acquired all of the shares of Common Stock of the Company
theretofore optioned to the Optionee.

                  C. No Effect on the Company's Rights. The granting of an
option pursuant to the Plan shall not effect in any way the right and power of
the Company to make adjustments, reorganizations, reclassifications, or changes
of its capital or business structure or to merge, consolidate, dissolve,
liquidate, sell or transfer all or any part of its business or assets.

         10. Amendment, Suspension, or Termination. The Board shall have the
right, at any time, to amend, suspend or terminate the Plan in any respect that
it may deem to be in the best interests of the Company, except that, without
approval by shareholders of the Company holding not less than a majority of the
votes represented and entitled to be voted at a duly held meeting of the
Company's shareholders, no amendment shall be made that would:

                  A. increase the maximum number of shares of Common Stock which
         may be delivered under the Plan, except as provided in Section 9;

                  B. change the Option Price for an ISO, except as provided in
         Section 9;

                  C. extend the period during which an ISO may be exercised
         beyond the period provided in Section 7.A;

                  D. make any changes in any outstanding option, without the
         consent of the Optionee, which would adversely affect the rights of the
         Optionee; or

                  E. extend the termination date of the Plan.

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         11. Effective Date, Term and Approval. The effective date of the Plan
is December 9, 2002, subject to the approval by the stockholders of the Company
holding not less than a majority of the shares present and voting at its 2003
annual meeting of stockholders. The Plan shall terminate ten (10) years after
the effective date of the Plan and no options may be granted under the Plan
after such time, but any option granted prior thereto may be exercised in
accordance with its terms.

         12. Governing Law; Severability. The Plan shall be governed by the laws
of the State of Delaware. The invalidity or unenforceability of any provision of
the Plan or any option granted pursuant to the Plan shall not affect the
validity and enforceability of the remaining provisions of the Plan and the
options granted hereunder, and such invalid or unenforceable provision shall be
stricken to the extent necessary to preserve the validity and enforceability of
the Plan and the options granted hereunder.

         Dated this 9th day of December, 2002.



                                                      CITIZENS FIRST CORPORATION



                                              By:             /s/ Mary D. Cohron
                                              ----------------------------------
                                                                  Mary D. Cohron
                                           President and Chief Executive Officer