LOAN AND STOCK PLEDGE AGREEMENT

         THIS LOAN AND STOCK PLEDGE AGREEMENT (the "Agreement"), entered into as
of April 13, 2007,  by and between  Community  First  Bancorp,  Inc., a Maryland
corporation,  with its principal  place of business being 2420 North Main Street
Madisonville,  Kentucky 42431, hereinafter referred to as "Borrower",  and FIRST
UNITED  BANK  AND  TRUST  COMPANY,  a  Kentucky  Banking  corporation,  with its
principal place of business being 162 North Main Street, Madisonville,  Kentucky
42431, hereinafter referred to as "Lender".

         On the date hereof the Borrower is borrowing up to the principal amount
of SEVEN HUNDRED SIXTY-SIX THOUSAND NINE HUNDRED THIRTEEN DOLLARS AND THIRTY-TWO
CENTS ($766,913.32) from the Lender (the "Loan"), which will be evidenced by the
Note of even date. The Lender is willing to make the Loan to the Borrower on the
terms and  conditions  described  below.  The Borrower and Lender agree that the
payment and performance of all obligations  relating to the Loan will be secured
through  the pledge to the Lender of all the  issued and  outstanding  shares of
capital  stock owned or  hereafter  acquired by the  Borrower  (the  "Stock") in
Community  First  Bank,  having  its main  office  at 2420  North  Main  Street,
Madisonville,  Kentucky 42431, (the "Bank").  Certain  capitalized terms used in
this Agreement are defined in Section 23 of this Agreement.

         In  consideration  of  the  premises  and  the  mutual  agreements  and
representations in this Agreement, the Lender and the Borrower agree as follows:

         1. Security Interest.
            -----------------

         (a) The  Borrower  hereby  unconditionally  grants  and  assigns to the
Lender and its  successors  and assigns a  continuing  security  interest in and
security title to the Stock.  The Borrower  hereby delivers to the Lender all of
its right,  title and interest in and to the Stock,  together with  certificates
representing  the Stock and stock powers  endorsed in blank, as security for (i)
all  obligations of the Borrower to the Lender  hereunder,  and (ii) payment and
performance  of all  obligations  of the  Borrower to the Lender under the Note,
whether direct or indirect,  absolute or contingent,  now or hereafter existing,
or due or to become due. If the Borrower  receives,  for any reason  whatsoever,
any  additional  shares of the  capital  stock of the Bank,  such  shares  shall
thereupon  constitute  Stock to be held by the  Lender  under  the terms of this
Agreement and the Borrower shall immediately  deliver such shares to the Lender,
together  with  stock  powers  endorsed  in  blank by the  Borrower.  Beneficial
ownership of the Stock,  including all voting,  consensual and dividend  rights,
shall remain in the Borrower  until the  occurrence  of a Default as defined and
described  below,  and as contained in the Business Loan  Agreement,  Promissory
Note, and Commercial Pledge Agreement,  which agreements and/or notes are hereby
incorporated herein by reference.

         (b) If,  prior to  repayment  in full of the Loan,  the equity  capital
becomes  materially less than as stated in Community First Bank's March 31, 2007
Quarterly Performance Report (Call Report),  which report is hereby incorporated
herein by reference, the Borrower shall promptly deliver to the Lender on demand
additional  collateral  of a type and value  acceptable  to the Lender  (and the
Lender's  judgment in valuing same shall be  conclusive)  so that the sum of the
value of such  additional  collateral  plus the equity capital is equal to or in
excess of the amounts as stated in the  aforementioned  March 31, 2007 Quarterly
Performance  Report (call

<PAGE>

report).  The Borrower shall also execute any security  documents the Lender may
request  to  evidence  and  perfect  the  Lender's  rights  in  such  additional
collateral.  If at any time such  additional  collateral  is no longer  required
pursuant to this Section 1(b), the Lender shall release its security interest in
such additional collateral upon the request of the Borrower.

         2. Representations and Warranties. The Borrower represents and warrants
            ------------------------------
to the Lender as follows:

                  (a) The  Borrower is a  corporation  duly  organized,  validly
existing,  and in good  standing  under the laws of the State of Maryland,  duly
authorized  to transact  business  in the State of  Kentucky,  and is  otherwise
qualified  to do  business  in all  jurisdictions  where such  qualification  is
necessary. The Borrower is registered as a savings bank holding company with the
Board of Governors of the Federal Reserve System and the Kentucky  Department of
Banking  and  Finance.  The  chief  executive  office  of the  Borrower  and the
principal  place of business of the  Borrower  where the records of the Borrower
are kept is 2420  North  Main  Street,  Madisonville,  Kentucky  42431,  and the
Borrower's U.S. employer identification number is 36-4526348.

                  (b) The Bank is a banking corporation duly organized,  validly
existing,  and in good standing  under the laws of the State of  Kentucky..  The
Borrower  owns 100% of the Stock  (consisting  of 100,000  Shares) of  Community
First Bank and there are no other  outstanding  shares of  capital  stock and no
outstanding  options,  warrants or other  rights,  which can be  converted  into
shares of capital stock of the Bank. The Bank has all requisite  corporate power
and authority and possesses all licenses,  permits and authorizations  necessary
for it to own its  properties  and conduct its business as presently  conducted.
Borrower  further  warrants,  covenants,  and  acknowledges  that  there  are no
existing liens, encumbrances, obligations, or restrictions in favor of any other
third  party with regard to the  above-described  collateral.  Borrower  further
warrants  that  it is not an  uninsured  State  member  bank,  or a  corporation
organized  under  section 25A of the Federal  Reserve Act,  which  operates,  or
operates as, a multilateral clearing organization pursuant to section 409 of the
Federal Deposit Insurance Corporation Improvement Act of 1991 as described in 11
USCS 109(d).

                  (c) Each financial statement of the Borrower or any Subsidiary
which has been delivered to the Lender presents  fairly the financial  condition
of the  Borrower or such  Subsidiary  as of the date  indicated  therein and the
results of its  operations  for the  periods  shown  therein.  There has been no
material  adverse  change,  either  existing  or  threatened,  in the  financial
condition or operations of the Borrower or any Subsidiary since the date of such
financial  statement.  Borrower  acknowledges  that  Lender has relied  upon the
statements  that have been  provided by Borrower in entering  into this Loan and
Stock Pledge Agreement.

                  (d) The Borrower  has full power and  authority to execute and
perform the Financing Documents. The execution, delivery, and performance by the
Borrower  of the  Financing  Documents  (i) have  been  duly  authorized  by all
requisite action by the Borrower,  including,  but not limited to, Resolution by
the Board of  Directors,  (ii) do not violate any provision of law, and (iii) do
not result in a breach of or  constitute a default  under any agreement or other
instrument  to which  the  Borrower  or any  Subsidiary  is a party or which the
Borrower or any Subsidiary is bound. Each of the Financing Documents constitutes
the  legal,  valid,  and  binding  obligation  of the  Borrower  enforceable  in
accordance with its terms.

<PAGE>

                  (e)  Except  for  the  security   interest   created  by  this
Agreement,  the Borrower  represents,  covenants,  and warrants that it owns the
Stock free and clear of all liens, charges, and encumbrances.. The Stock is duly
issued,  fully paid and  non-assessable,  and the Borrower has the  unencumbered
right to pledge the Stock.

                  (f) There is no action,  arbitration,  or other  proceeding at
law or in equity, or by or before any court, agency, or arbitrator, nor is there
any judgment, order, or other decree pending, anticipated, or threatened against
the  Borrower or any  Subsidiary  or against any of their  properties  or assets
which might have a material adverse effect on the Borrower,  any Subsidiary,  or
their  respective  properties  or assets,  or which might call into question the
validity or  enforceability of the Financing  Documents,  or which might involve
the alleged  violation by the  Borrower or any  Subsidiary  of any law,  rule or
regulation.

                  (g) No consent or other authorization or filing with or of any
governmental  authority  or other public body on the part of the Borrower or any
Subsidiary is required in connection with the Borrower's execution, delivery, or
performance of the Financing Documents;  or if required,  all such prerequisites
have been fully satisfied.

                  (h) None of the  transactions  contemplated  in this Agreement
(including,  without  limitation,  the use of the  proceeds  of the  Loan)  will
violate or result in a violation of Section 7 of the Securities  Exchange Act of
1934, or any regulations issued pursuant thereto.

                  (i) The  following  are  attached  as exhibits  hereto:  true,
correct and complete  copies of (i) the  Borrower's  and the Bank's  articles of
incorporation  as in effect as of the date here (as  certified  by the  Maryland
Secretary  of State in June,  2003);  (ii)  certificates  of  existence  for the
Borrower  and the Bank issued by the  Kentucky  Secretary  of State on April 12,
2007;  (iii) the  bylaws of the  Borrower  in  effect  immediately  prior to the
adoption  of the  resolutions  referred  to below (and such bylaws have not been
further  altered or amended  and have been in full force and effect at all times
since the adoption of such resolutions through the date hereof); (iv) the bylaws
of the Bank as of the date hereof;  (v) resolutions (the  "Resolutions")  of the
Board  of  Directors  of the  Borrower  duly  adopted  on April  12,  2007 to be
documented in the minutes dated April 12, 2007. A quorum for the  transaction of
business was present and acting  throughout the meeting at which the Resolutions
were adopted,  and the Resolutions  have been since adoption and are now in full
force and effect and have not been  modified in any respect.  There have been no
further  amendments or other  documents  affecting or altering the Borrower's or
the  Bank's  articles  of  incorporation  since  the date of the  certifications
referred to above  through the date  hereof,  and the Borrower and the Bank have
remained in valid existence under the laws of the State of Maryland and Kentucky
since such dates.

         3. Affirmative Covenants.  The Borrower agrees that so long as the Note
            ---------------------
is outstanding or this Agreement is in effect:

                  (a) The  Borrower  shall  furnish  to the Lender no later than
fifteen  (15) days  after the end of each  month,  a monthly  compliance  letter
certified  by an  officer  of the  Borrower  in form  and  substance  reasonably
satisfactory to Lender and evidencing  Borrower's  compliance with all terms and
conditions  of this  Loan  and  Agreement  including,  without  limitation,  all
financial covenants contained in this section entitled Affirmative Covenants.

<PAGE>

                  (b) The Borrower shall promptly furnish to the Lender: (i) not
later  than 90 days  after the end of each  fiscal  year,  audited  consolidated
financial  statements  of the Borrower  prepared in  accordance  with  generally
accepted  accounting   principles  ("GAAP")  and  certified  by  an  independent
accounting firm acceptable to the Lender; (ii) not later than 45 days after each
of the  first  three  quarters  of  each  fiscal  year,  unaudited  consolidated
financial statements of the Borrower,  prepared in accordance with GAAP (subject
to changes  resulting  from normal  year-end  adjustments)  and certified by the
chief financial officer of the Borrower;  (iii) not later than 30 days after the
end of each of the first three  quarters  of each year,  copies of the Report of
Condition  and  the  Report  of  Income  and  Dividends  of  each  of  the  Bank
Subsidiaries; (iv) immediately after the occurrence of a material adverse change
in the business, properties,  condition,  management, or prospects (financial or
otherwise) of the Borrower or any  Subsidiary,  including,  without  limitation,
imposition  of any letter  agreement,  memorandum  of  understanding,  cease and
desist order, or other similar  regulatory  action involving the Borrower or any
Subsidiary,  a statement  of the  Borrower's  chief  executive  officer or chief
financial  officer setting forth in reasonable detail such change and the action
which the Borrower or any Subsidiary proposes to take with respect thereto;  and
(v) from  time to time  upon  request  of the  Lender,  such  other  information
relating to the operations,  business,  condition,  management,  properties,  or
prospects of the Borrower or any Subsidiary as the Lender may request (including
meetings with the Borrower's or Subsidiary's officers and employees).

                  (c) The Borrower and each Subsidiary  shall punctually pay and
discharge  all  taxes,  assessments  and other  governmental  charges  or levies
imposed upon it or upon its income or upon any of its property.

                  (d) The  Borrower  and each  Subsidiary  shall  comply  in all
material  respects with all  requirements  of  constitutions,  statutes,  rules,
regulations,  and orders and all  orders and  decrees of courts and  arbitrators
applicable to it or its properties.

                  (e) The Borrower  shall  immediately  notify the Lender of any
change in management or the beneficial  ownership of the Borrower's stock by any
officer, director or 25% or greater shareholder of the Borrower.

         4. Negative Covenants.  The Borrower agrees that so long as the Note is
            ------------------
outstanding or this Agreement is in effect:

                  (a) The  Borrower  shall  furnish  to the Lender no later than
fifteen  (15) days  after the end of each  month,  a monthly  compliance  letter
certified  by an  officer  of the  Borrower  in form  and  substance  reasonably
satisfactory to Lender and evidencing  Borrower's  compliance with all terms and
conditions  of this  Loan  and  Agreement  including,  without  limitation,  all
financial covenants contained in this section entitled Negative Covenants.

                  (b) The Borrower  will  unconditionally  allow Bank to inspect
its Books  upon  twenty-four  (24) hour  notice to  perform a review of the loan
portfolio of each  subsidiary as deemed  necessary,  and to review  internal and
external loan review reports.

                  (c) Borrower expressly covenants,  agrees,  acknowledges,  and
pledges to maintain its financial  condition and/or  performance at or above the
levels as depicted,  disclosed,  and  described in its March 31, 2007  Quarterly
Performance  Report (Call  Report)  Borrower  expressly  covenants and agrees to
maintain its financial  performance  and/or  condition at levels at

<PAGE>

or above the levels as reported in the above-referenced March 31, 2007 Quarterly
Performance  report  during the  duration  of this loan,  including  any and all
renewals and/or extensions of same.

                  (d) Any  present  or  future  debt  held by  Directors  and/or
Shareholders  shall be  subordinated  and  inferior to this new debt in favor of
Lender.

                  (e) If any change of ownership occurs debt is to be paid in
full.

                  (f) No dividend  shall be paid by the  Borrower if the Loan is
in  default  or if the  dividend  would  create a  default  without  prior  Bank
approval.

                  (g) Classified loans to total loans shall not exceed 2%.

         5. Advances  Under the Loan.  The Lender shall not be obligated to make
            ------------------------
any advance of the Loan to the Borrower unless in each instance,  at the time of
each advance:

                  (a)  All   representations  and  warranties  of  the  Borrower
contained in this  Agreement or the Note shall be true in all respects on and as
of the date of each advance of the Loan.

                  (b) The Borrower and each  Subsidiary  shall have performed in
all  material  respects all their  agreements  and  obligations  required by the
Financing Documents.

                  (c) No adverse change shall have occurred in the Borrower's or
any  Subsidiary's  condition  (financial  or  otherwise),  or in  the  business,
properties, assets, liabilities, prospects, or management of the Borrower or any
Subsidiary since the date of this Agreement.

                  (d) No  Default or event  which,  with the giving of notice or
passage of time (or both),  would  constitute a Default  under the terms of this
Agreement shall have occurred.

                  (e)  All  other  matters  incidental  to  the  Loan  shall  be
satisfactory to the Lender.

         6. Default. A "Default" shall exist if any of the following occurs:
            -------
                  (a) Failure of the Borrower  punctually to make any payment of
any amount payable, whether principal or interest or other amount, on any of the
Liabilities,  whether  at  maturity,  or at a date fixed for any  prepayment  or
partial prepayment, or by acceleration, or otherwise.

                  (b) Any statement, representation, or warranty of the Borrower
made in any of the Financing  Documents or at any time furnished by or on behalf
of the  Borrower  to the Lender  shall be false or  misleading  in any  material
respect as of the date made.

                  (c)  Failure of the  Borrower  punctually  and fully to comply
with (i) any of the covenants in Section 4 of this  Agreement or (ii) any of the
other  covenants  set forth in this  Agreement if such failure under this clause
(ii) is not  remedied  within  15 days  after  notice  from  the  Lender  to the
Borrower.

                  (d) The  occurrence of a default under any other  agreement to
which the  Borrower  and the  Lender are  parties or under any other  instrument
executed by the Borrower in

<PAGE>

favor of the Lender, including, but not limited to, the Business Loan Agreement,
Promissory Note , and Commercial Pledge Agreement.

                  (e) If the  Borrower or any  Subsidiary  becomes  insolvent as
defined in the  Kentucky  Uniform  Commercial  Code (KRS 355 et seq.),  or other
applicable  law, or makes an assignment for the benefit of creditors;  or if any
action is brought by the Borrower or any Subsidiary  seeking  dissolution of the
Borrower  or such  Subsidiary  or  liquidation  of its  assets  or  seeking  the
appointment of a trustee, interim trustee,  receiver, or other custodian for any
of its property; or if the Borrower or any Subsidiary commences a voluntary case
under the Federal  Bankruptcy  Code;  or if any  reorganization  or  arrangement
proceeding is instituted by the Borrower or any Subsidiary  for the  settlement,
readjustment, composition or extension of any of its debts upon any terms; or if
any action or petition is otherwise  brought by the  Borrower or any  Subsidiary
seeking  similar  relief or alleging  that it is  insolvent or unable to pay its
debts as they mature.

                  (f)  Any  action  is  brought  against  the  Borrower  or  any
Subsidiary seeking dissolution of the Borrower or such Subsidiary or liquidation
of any of its assets or seeking the appointment of a trustee,  interim  trustee,
receiver,  or  other  custodian  for any of its  property,  and such  action  is
consented  to or  acquiesced  in by the  Borrower or such  Subsidiary  or is not
dismissed  within  30 days of the  date  upon  which it was  instituted;  or any
proceeding under the Federal  Bankruptcy Code is instituted against the Borrower
or any Subsidiary  and (i) an order for relief is entered in such  proceeding or
(ii) such  proceeding  is consented to or  acquiesced in by the Borrower or such
Subsidiary  or is not  dismissed  within 30 days of the date  upon  which it was
instituted;  or any  reorganization  or  arrangement  proceeding  is  instituted
against  the  Borrower  or any  Subsidiary  for  the  settlement,  readjustment,
composition,  or  extension  of  any of its  debts  upon  any  terms,  and  such
proceeding is consented to or  acquiesced in by the Borrower or such  Subsidiary
or is not dismissed within 30 days of the date upon which it was instituted;  or
any  action or  petition  is  otherwise  brought  against  the  Borrower  or any
Subsidiary  seeking  similar relief or alleging that it is insolvent,  unable to
pay its debts as they mature,  or generally  not paying its debts as they become
due,  and such  action or  petition  is  consented  to or  acquiesced  in by the
Borrower or such Subsidiary or is not dismissed  within 30 days of the date upon
which it was brought.

                  (g) The Borrower or any  Subsidiary is in default (or an event
has occurred which,  with the giving of notice or passage of time, or both, will
cause the  Borrower  or any  Subsidiary  to be in default)  on  indebtedness  to
another  Person,  and the  amount of such  indebtedness  exceeds  $25,000 or the
acceleration of the maturity of such indebtedness  would have a material adverse
effect upon the Borrower or such Subsidiary.

                  (h) Any other material adverse change occurs in the Borrower's
financial condition or means or ability to pay the Liabilities.

                  (i) Any cease and desist or other  order has been  threatened,
noticed,  or entered  against the Borrower or any  Subsidiary by any  regulatory
agency  or body,  or the  Borrower  or any  Subsidiary  enters  into any form of
memorandum of understanding, plan of corrective action, or letter agreement with
any such regulatory agency or body, or any other regulatory  enforcement  action
is taken against the Borrower or any Subsidiary  relating to the capitalization,
management, or operation of the Borrower or any Subsidiary.


<PAGE>

                  (j) Any governmental  regulator  determines Bank is a troubled
institution.

                  (k) The Borrower or any Subsidiary is indicted or convicted or
pleads  guilty  or nolo  contendere  to any  charge  that the  Borrower  or such
Subsidiary  has  violated any drug,  controlled  substances,  money  laundering,
currency               reporting,                racketeering,                or
racketeering-influenced-and-corrupt-organization  statute or  regulations  other
forfeiture statute.

                  (l)  The  Borrower  ceases  to  own  100%  of the  issued  and
outstanding capital stock of the Bank or ceases to control any of the other Bank
Subsidiaries.

         7. Remedies Upon Default.  Upon the occurrence of a Default, the Lender
            ---------------------
shall be entitled,  without limitation,  to exercise the following rights at any
time and from time to time,  which the Borrower hereby agrees to be commercially
reasonable:

                  (a) declare any of the Liabilities due and payable,  whereupon
they immediately will become due and payable  (notwithstanding any provisions to
the contrary,  and without  presentment,  demand,  notice or protest of any kind
(all of which are expressly waived by the Borrower));

                  (b)  (i)  receive  all  amounts  payable  in  respect  of  the
Collateral otherwise payable to the Borrower; (ii) settle all accounts,  claims,
and controversies relating to the Collateral;  (iii) transfer all or any part of
the  Collateral  into the Lender's or any nominee's  name;  and (iv) execute all
agreements  and other  instruments;  bring,  defend and  abandon all actions and
other  proceedings;  and take all actions in relation to the  Collateral  as the
Lender in its sole discretion may determine;

                  (c) enforce the payment of the Stock and  exercise  all of the
rights,  powers and remedies of the Borrower thereunder,  including the exercise
of all voting rights and other ownership or consensual  rights of the Stock (but
the Lender is not hereby  obligated to exercise such rights),  and in connection
therewith the Borrower  hereby appoints the Lender to be the Borrower's true and
lawful  attorney-in-fact  and IRREVOCABLE  PROXY to vote the Stock in any manner
the Lender  deems  advisable  for or against all matters  submitted to a vote of
shareholders,  and  such  power-of-attorney  is  coupled  with an  interest  and
irrevocable;

                  (d) sell,  assign and deliver,  or grant  options to purchase,
all or any part of or interest in the Collateral in one or more parcels,  at any
public  or  private  sale  at any  exchange,  any of the  Lender's  offices,  or
elsewhere, without demand of performance,  advertisement, or notice of intention
to sell or of the time or place of sale or  adjournment  thereof or to redeem or
otherwise  (all of which are  hereby  expressly  and  irrevocably  waived by the
Borrower),  for cash, on credit, or for other property,  for immediate or future
delivery  without any  assumption of credit risk, and for such price and on such
terms as the Lender in its sole  discretion may determine;  the Borrower  agrees
that to the extent  that  notice of sale shall be  required by law that at least
five  business  days' notice to the Borrower of the time and place of any public
sale or the time after  which any  private  sale is to be made shall  constitute
reasonable  notification;  the Lender shall not be obligated to make any sale of
Collateral  regardless  of notice of sale  having  been  given;  the  Lender may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor, and any such sale may, without further notice, be made
at the time and place to which it was so adjourned;  the Borrower  hereby waives
and  releases  to the  fullest  extent  permitted  by law any right or equity of
redemption  with  respect

<PAGE>

to the Collateral,  whether before or after sale hereunder,  and all rights,  if
any,  of  marshalling  the  Collateral  and any other  security  for the Loan or
otherwise; at any such sale, unless prohibited by applicable law, the Lender may
bid for and  purchase  all or any part of the  Collateral  so sold free from any
such  right or equity of  redemption;  and the  Lender  shall not be liable  for
failure to collect or realize upon any or all of the Collateral or for any delay
in so doing nor shall any of them be under  any  obligation  to take any  action
whatsoever with regard thereto;

                  (e) appoint and  dismiss  managers or other  agents for any of
the purposes mentioned in the foregoing provisions of this Section 7, all as the
Lender in its sole discretion may determine; and

                  (f) generally, take all such other action as the Lender in its
sole  discretion  may determine as incidental or conducive to any of the matters
or  powers  mentioned  in this  Section 7 and  which  the  Lender  may or can do
lawfully  and  use  the  name  of the  Borrower  for  such  purposes  and in any
proceedings arising therefrom.  Furthermore, Lender may, in its sole discretion,
assume direct managerial and/or day to day operational control of Bank.

         8. Application of Proceeds.  The proceeds of the public or private sale
            -----------------------
or other  disposition  of any Collateral  hereunder  shall be applied to (i) the
costs  incurred  in  connection  with the  sale,  expressly  including,  without
limitation, any costs under Section 11(a) hereof; (ii) any unpaid interest which
may have accrued on any obligations  secured hereby;  (iii) any unpaid principal
on any obligations  secured hereby;  and (iv) damages  incurred by the Lender by
reason of any breach  secured  against  hereby,  in such order as the Lender may
determine,  and any  remaining  proceeds  shall be paid over to the  Borrower or
others as by law provided.  If the proceeds of the sale or other  disposition of
the Stock are  insufficient  to pay all such amounts,  the Borrower shall remain
liable to the Lender for the deficiency.

         9. No Waiver By Lender.  Lender shall not be deemed to have  waived any
            -------------------
rights under this agreement unless such waiver is given in writing and signed by
Lender. No delay or omission on the part of Lender in exercising any right shall
operate  as a waiver of such right or any other  right.  A waiver by Lender of a
provision  of this  agreement  shall not  prejudice  or  constitute  a waiver of
Lender's right otherwise to demand strict  compliance with that provision or any
other provision of this Agreement.  No prior waiver by Lender, nor any course of
dealing  between Lender and Borrower,  or between Lender and any Grantor,  shall
constitute  a waiver  of any of  Lender's  rights  or of any  Borrower's  or any
Grantor's  obligations  as to  any  future  transactions.  In  addition  to  the
foregoing,  Lender's  acceptance of late or partial payments from Borrower shall
not constitute a waiver of any of Lender's rights under this agreement.

         10.  Additional  Rights of Secured  Parties.  In  addition to its other
              --------------------------------------
rights and privileges under this Agreement, the Lender may exercise from time to
time any and all other rights and remedies  available to a secured  party when a
debtor is in default  under a security  agreement  as  provided  in the  Uniform
Commercial  Code of Kentucky (KRS 355 et seq.), or available to the Lender under
any other applicable law or in equity, including without limitation the right to
any deficiency remaining after disposition of the Collateral. The Borrower shall
pay all of the reasonable costs and expenses  (including  reasonable  attorneys'
fees) incurred by the Lender in enforcing its rights under this Agreement.

         11. Return of Stock to Borrower.  Upon payment in full of all principal
             ---------------------------
and interest on the Note and full  performance  by the Borrower of all covenants
and other  obligations

<PAGE>

under this  Agreement,  the Lender  shall  return to the Borrower (i) all of the
then remaining Stock and (ii) all rights received by the Lender as agent for the
Borrower as a result of its possessory interest in the Stock.

         12.  Disposition of Stock by Agent.  The Stock is not registered  under
              -----------------------------
the various  federal or state  securities  laws and  disposition  thereof  after
default may be subject to prior regulatory approval and may be restricted to one
or  more  private  (instead  of  public)  sales  in  view  of the  lack  of such
registration.  The Borrower acknowledges that upon such disposition,  the Lender
may approach only a restricted  number of potential  purchasers  and that a sale
under such circumstances may yield a lower price for the Stock than if the Stock
were  registered  pursuant to federal and state  securities laws and sold on the
open market. The Borrower, therefore, agrees that:

                  (a)  if the  Lender  shall,  pursuant  to the  terms  of  this
Agreement,  sell or cause  any of the Stock to be sold at a  private  sale,  the
Lender  shall have the right to rely upon the advice and opinion of any national
brokerage or  investment  firm having  recognized  expertise  and  experience in
connection  with shares of companies in the banking  industry  (but shall not be
obligated  to seek such advice and the failure to do so shall not be  considered
in determining the commercial  reasonableness  of the Lender's action) as to the
best  manner  in which to expose  the  Stock  for sale and as to the best  price
reasonably obtainable at the private sale thereof; and

                  (b) such reliance shall be conclusive evidence that the Lender
has handled such disposition in a commercially reasonable manner.

         13. Borrower's  Obligations  Absolute.  The obligations of the Borrower
             ---------------------------------
under  this  Agreement  shall be direct and  immediate  and not  conditional  or
contingent  upon the pursuit of any other  remedies  against the Borrower or any
other Person, nor against other security or liens available to the Lender or its
successors,  assigns or agents.  The Borrower hereby waives any right to require
that an action be brought against any other Person or require that resort be had
to any security or to any balance of any deposit  account or credit on the books
of the Lender in favor of any other  Person  prior to any  exercise of rights or
remedies hereunder,  or to require resort to rights or remedies of the Lender in
connection with the Loan.

         14.  Notices.  Except as  provided  otherwise  in this  Agreement,  all
              -------
notices and other  communications  under this Agreement are to be in writing and
are to be deemed to have been duly given and to be  effective  upon  delivery to
the  party  to whom  they  are  directed.  If sent by U.S.  mail,  first  class,
certified,  return  receipt  requested,  postage  prepaid,  and addressed to the
Lender or to the Borrower at their respective  addressees set forth below,  such
communications  are deemed to have been  delivered  on the second  business  day
after being so posted.

         If to the Lender:      First United Bank and Trust Company
                                162 North Main Street
                                Madisonville, Kentucky 42431
                                Attn: R. Steven Cox, President

<PAGE>

         If to the Borrower:    Community First Bancorp, Inc.
                                2420 North Main Street
                                Madisonville, Kentucky 42431
                                Attn: William M. Tandy, President and CEO


         Either the Lender or the Borrower may, by written  notice to the other,
designate  a different  address  for  receiving  notices  under this  Agreement;
provided,  however,  that no such  change of  address  will be  effective  until
written notice thereof is actually  received by the party to whom such change of
address is sent.

         15.  Binding  Agreement.  The  provisions  of this  Agreement  shall be
              ------------------
construed and interpreted,  and all rights and obligations of the parties hereto
determined,  in  accordance  with  the  laws  of the  State  of  Kentucky.  This
Agreement,  together  with all  documents  referred to herein,  constitutes  the
entire Agreement between the Borrower and the Lender with respect to the matters
addressed  herein and may not be  modified  except by a writing  executed by the
Lender  and  delivered  by the Lender to the  Borrower.  This  Agreement  may be
executed in multiple counterparts, each of which shall be deemed an original but
all of which, taken together, shall constitute one and the same instrument.

         16. Participations.  The Lender may at any time grant participations in
             --------------
or sell,  assign,  transfer  or  otherwise  dispose of all or any portion of the
indebtedness of the Borrower  outstanding  pursuant to the Financing  Documents.
The  Borrower  hereby  agrees  that any  holder of a  participation  in, and any
assignee or transferee of, all or any portion of any amount owed by the Borrower
under the  Financing  Documents  (i) shall be  entitled  to the  benefits of the
provisions of this  Agreement as the Lender  hereunder and (ii) may exercise any
and all rights of the banker's lien, set-off or counterclaim with respect to any
and all amounts owed by the Borrower to such  assignee,  transferee or holder as
fully as if such assignee,  transferee or holder had made the Loan in the amount
of the  obligation  in which it holds a  participation  or which is  assigned or
transferred to it.

         17. Expenses.  All reports and other documents or information furnished
             --------
to the Lender under this  Agreement  shall be supplied by the  Borrower  without
cost to the Lender.  Further,  the Borrower shall reimburse the Lender on demand
for all out-of-pocket  costs and expenses (including legal fees) incurred by the
Lender  in  connection  with the  preparation,  interpretation,  operation,  and
enforcement of the Financing  Documents or the protection or preservation of any
right or claim of the Lender with respect to such agreements.  The Borrower will
pay  all  taxes  (if  any) in  connection  with  the  Financing  Documents.  The
obligations  of the Borrower under this section shall survive the payment of the
Liabilities and the termination of this Agreement.

         18.  Indemnification.  In addition to any other amounts  payable by the
              ---------------
Borrower under this  Agreement,  the Borrower shall pay and indemnify the Lender
from  and  against  all  claims,   liabilities,   losses,  costs,  and  expenses
(including,  without limitation,  reasonable attorneys' fees and expenses) which
the  Lender  may  (other  than as a result of the gross  negligence  or  willful
misconduct of the Lender) incur or be subject to as a  consequence,  directly or
indirectly, of (i) any breach by the Borrower of any warranty, term or condition
in, or the  occurrence of any default  under,  any of the  Financing  Documents,
including all fees or expenses  resulting  from the settlement or defense of any
claims or  liabilities  arising as a result of any such breach or default,

<PAGE>

(ii) the Lender's making,  holding, or administering the Loan or the Collateral,
(iii)  allegations  of  participation  or  interference  by  the  Lender  in the
management,  contractual  relations  or other  affairs  of the  Borrower  or any
Subsidiary,  (iv)  allegations  that the  Lender  has joint  liability  with the
Borrower or any Subsidiary for any reason, and (v) any suit,  investigation,  or
proceeding  as to  which  the  Lender  or  such  participant  is  involved  as a
consequence,  directly or  indirectly,  of its execution of any of the Financing
Documents,  or  any  other  event  or  transaction  contemplated  by  any of the
foregoing.  The  obligations of Borrower under this Section 18 shall survive the
termination of this Agreement.

         19. Right to Set-Off.  Upon the occurrence of a Default hereunder,  the
             ----------------
Lender,  without notice or demand of any kind, may hold and set off against such
of the  Liabilities  (whether  matured or unmatured) as the Lender may elect any
balance or amount to the credit of the Borrower in any deposit, agency, reserve,
holdback or other account of any nature whatsoever maintained by or on behalf of
the Borrower  with the Lender at any of its offices,  regardless of whether such
accounts  are general or special and  regardless  of whether  such  accounts are
individual or joint. Any Person purchasing an interest in debt obligations under
this Agreement held by the Lender may exercise all rights of offset with respect
to such  interest as fully as if such  Person were a holder of debt  obligations
hereunder in the amount of such interest.

         20.  Further  Assurances.  If at any time the Lender upon advice of its
              -------------------
counsel shall  determine  that any further  document shall be required to effect
this Agreement and the transactions and other agreements  contemplated  thereby,
the Borrower  shall,  and shall cause its  Subsidiaries  to, execute and deliver
such document and otherwise carry out the purposes of this Agreement.

         21. Severability. If any paragraph or part thereof shall for any reason
             ------------
be held or adjudged to be invalid,  illegal,  or  unenforceable  by any court of
competent jurisdiction, such paragraph or part thereof shall be deemed separate,
distinct,  and independent,  and the remainder of this Agreement shall remain in
full force and effect and shall not be affected by such holding or adjudication.

         22.  Binding  Effect.  All  rights of the  Lender  under the  Financing
              ---------------
Documents shall inure to the benefit of its transferees, successors and assigns.
All  obligations  of the Borrower under the Financing  Documents  shall bind its
heirs, legal representatives, successors, and assigns.

         23. Definitions.
             -----------

                  (a) "Bank  Subsidiaries"  means  each  banking  Subsidiary  of
Borrower, now or hereafter in existence, including but not limited to the Bank.

                  (b) "Capital"  means all capital or all components of capital,
other than any  allowance  for loan and lease  losses and net of any  intangible
assets,  as defined  from time to time by the primary  federal  regulator of the
Borrower, the Bank, or each of the other Bank Subsidiaries (as the case may be).

                  (c) "Collateral"  means and includes all property  assigned or
pledged to the Lender or in which the Lender has been granted security  interest
or to which the Lender has been granted security title, whether under any of the
Financing  Documents or any other agreement,

<PAGE>

instrument, or document, and the proceeds thereof.

                  (d) "Financing  Documents"  means and includes this Agreement,
the Note,  and all other  associated  loan and collateral  documents  including,
without  limitation,  all  guaranties,   suretyship  agreements,  stock  powers,
security  agreements,   security  deeds,  subordination  agreements,   exhibits,
schedules,  attachments,   financing  statements,  notices,  consents,  waivers,
opinions,  letters,  reports,  records,  assignments,   documents,  instruments,
information and other writings related thereto,  or furnished by the Borrower to
the Lender in connection  therewith or in connection with any of the Collateral,
and any amendments, extensions, renewals, modifications or substitutions thereof
or therefor.

                  (e)  "Liabilities"  means all indebtedness,  liabilities,  and
obligations of the Borrower of any nature whatsoever which the Lender may now or
hereafter  have, own or hold, and which are now or hereafter owing to the Lender
regardless of however and whenever created,  arising or evidenced,  whether now,
heretofore or hereafter  incurred,  whether now, heretofore or hereafter due and
payable,  whether  alone or together with another or others,  whether  direct or
indirect, primary or secondary, absolute or contingent, or joint or several, and
whether as principal, maker, endorser,  guarantor, surety or otherwise, and also
regardless  of  whether  such  Liabilities  are from  time to time  reduced  and
thereafter  increased  or  entirely  extinguished  and  thereafter   reincurred,
including without limitation the Note and any amendments,  extensions, renewals,
modifications or substitutions thereof or therefor.

                  (f)  "Note"  shall  mean the  promissory  note  dated the date
hereof in the principal  amount of $766,913.32 and any  amendments,  extensions,
renewals,  modifications,  or substitutions thereof or therefor in effect at any
particular time.

                  (g) "Person" means any individual,  corporation,  partnership,
joint  venture,   association,   joint-stock  company,   trust,   unincorporated
organization or government or any agency or political subdivision thereof.

                  (h) "Subsidiary"  means each of the Bank Subsidiaries and each
other corporation for which the Borrower has the power,  directly or indirectly,
to direct its  management or policies or to vote 25% or more of any class of its
voting securities.

                  (i) "Tier 1  Capital"  means  Tier 1 capital as defined by the
capital maintenance regulations of the primary federal bank regulatory agency of
the relevant Bank Subsidiary.

                  (j) "Total  Risk  Based  Capital  Ratio"  means the total risk
based capital  ratio as defined by the capital  maintenance  regulations  of the
primary federal bank regulatory agency of the Borrower.

                   (k) All  accounting  terms not otherwise  defined herein have
the meanings assigned to them in accordance with generally  accepted  accounting
principles in effect from time to time.

                   (l) Lender  means  First  United  Bank and Trust  Company,  a
Kentucky corporation, its successors and assigns.

<PAGE>

                  (m) Borrower means Community  First Bancorp,  Inc., a Maryland
corporation,  duly  existing  and  authorized  under  the  laws of the  State of
Kentucky,  organized  as a savings Bank  Holding  Company,  and under the direct
supervision and direction of the Officer of Thrift Supervision.




<PAGE>

                  IN WITNESS  WHEREOF,  the undersigned  have hereunto set their
hands and affixed their seals by and through their duly authorized officers,  as
of the day and year first above written.



                                            BORROWER:

                                            COMMUNITY FIRST BANCORP, INC.


                                            BY:    /s/William M. Tandy
                                                   -----------------------------
                                            NAME:  WILLIAM M. TANDY
                                            TITLE: PRESIDENT AND CEO



                                     ATTEST:       /s/Charlotte Sellers
                                                   -----------------------------
                                            NAME:  CHARLOTTE SELLERS
                                            TITLE: SECRETARY OF CORPORATION


                                [CORPORATE SEAL]




I hereby  certify  that the  representation  and  warranty  contained in Section
2(i)(v) of this Agreement is true and correct.


                                            BY:    /s/William M. Tandy
                                                   -----------------------------
                                            NAME:  WILLIAM M. TANDY
                                            TITLE: CHAIRMAN OF THE BOARD





<PAGE>

                                            LENDER:

                                            FIRST UNITED BANK AND TRUST CO.


                                            BY:    /s/R. Steven Cox
                                                   -----------------------------
                                            NAME:  R. STEVEN COX
                                            TITLE: PRESIDENT AND CEO

                                            ATTEST:/s/Jane Ann Jackson
                                                   -----------------------------
                                            NAME:  JANE ANN JACKSON
                                            TITLE: SECRETARY TO THE BOARD

STATE OF KENTUCKY
COUNTY OF HOPKINS...SCT.

         The  foregoing  Loan and Stock Pledge  Agreement was  acknowledged  and
sworn to before me by William  M.  Tandy,  President  and CEO,  Community  First
Bancorp,  Inc.,  for and on  behalf  of said  corporation,  and  attested  to by
Charlotte  Sellers,  as Secretary,  to me personally known, this the 13th day of
April, 2007.

My commission expires:                             /s/Joan Griffin
    11-4-2007                                      -----------------------------
---------------------                              Notary Public
(Notarial Seal)

STATE OF KENTUCKY
COUNTY OF HOPKINS...SCT.

         The  foregoing  Loan and Stock Pledge  Agreement was  acknowledged  and
sworn to before me by R. Steven Cox,  President  and CEO,  First United Bank and
Trust Company.,  for and on behalf of said corporation,  and attested to by Jane
Ann Jackson,  as Secretary to the Board, to me personally  known,  this the 13th
day of April, 2007.

My commission expires:                             /s/Joan Griffin
    11-4-2007                                      -----------------------------
---------------------                              Notary Public
(Notarial Seal)