EXHIBIT 10.16

          FORM OF INDEMNIFICATION AGREEMENT BETWEEN THE COMPANY AND ITS
            DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN OTHER OFFICERS

                       EMPLOYEE INDEMNIFICATION AGREEMENT


                This Agreement is  made  as of  the  27th  day  of  April,  2004
between   CITIZENS   FINANCIAL   CORPORATION,   a  Kentucky   corporation   (the
"Corporation"), and ____________________ (the "Employee").

                                   WITNESSETH:

                WHEREAS,  the  Employee  has  been  asked  to  continue  his/her
employment  with the  Corporation  and may be  subjected  to claims,  suits,  or
proceedings arising as a result of such employment; and

                WHEREAS, Article  XII of  the Articles of  Incorporation  of the
Corporation  (the "Article")  allows the  Corporation,  upon the approval of the
Corporation's  Board of Directors,  to indemnify  employees,  including entering
into contracts for indemnification with such employees; and

                WHEREAS, the Board of Directors has approved the indemnification
of the Employee under this Agreement; and

                WHEREAS,  to  provide  greater  certainty  with  respect  to the
Employee's right to indemnification and the payment thereof, and thereby help to
induce the Employee to continue  his/her  employment with the  Corporation,  the
Corporation and the Employee desire to enter into this Agreement.

                NOW,  THEREFORE,  in consideration  of the Employee's  continued
employment  with  the  Corporation  after  the  date  of  this  Agreement,   the
Corporation and the Employee agree as follows:

1.       INDEMNITY  OF  EMPLOYEE.  Subject  only  to the  exclusions  set  forth
in  Sections~2~and~11  of this Agreement,  the Corporation hereby agrees to hold
harmless and indemnify  the Employee  against any and all  reasonable  costs and
expenses  (including,  but not limited to,  attorneys' fees) and any liabilities
(including,  but not limited to,  judgments,  fines,  penalties  and  reasonable
settlements)  paid by or on behalf  of, or  imposed  against,  the  Employee  in
connection  with any threatened,  pending or completed  claim,  action,  suit or
proceeding, whether civil, criminal, administrative,  legislative, investigative
or other (including any appeal relating  thereto) whether formal or informal and
whether made or brought by or in the right of the  Corporation or otherwise,  in
which the  Employee  is, was or at any time  becomes a party or  witness,  or is
threatened to be made a party or witness,  or  otherwise,  by reason of the fact
that the Employee is, was or at any time becomes a director,  officer,  employee
or agent of the  Corporation  or,  at the  Corporation's  request,  a  director,
officer,   partner,   trustee,   employee  or  agent  of  another   corporation,
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,

<PAGE>

specifically  including,  without  limitation,  an officer of the  Corporation's
insurance company subsidiaries and all related positions.

2.       LIMITATIONS  ON INDEMNITY.  No indemnity  pursuant to Section~1 of this
Agreement shall be paid by the Corporation:

         A.    if a court of competent jurisdiction renders a final adjudication
on the  merits,  in an action,  suit or  proceeding  in which the  Employee is a
party, that such indemnification is prohibited by law; or

        B.     if a court of competent jurisdiction renders a final adjudication
on the merits, in an action, suit or proceeding in which the Employee is a party
that [i] the Employee is liable for  violating the federal  securities  laws and
[ii]  indemnification  of the  Employee by the  Corporation  for such  liability
violates  public policy as expressed by the Securities and Exchange  Commission;
or

        C.     in connection with any transaction  with respect to which a court
of competent  jurisdiction  renders a final  adjudication  on the merits,  in an
action,  suit or  proceeding  in which  the  Employee  is a party,  [i] that the
Employee's  personal  financial  interest  was in  conflict  with the  financial
interests  of the  Corporation  or its  shareholders,  or [ii] that the Employee
derived an improper personal benefit; or

        D.     on account of acts or omissions of the Employee  to the  extent a
court of competent  jurisdiction  renders a final adjudication on the merits, in
an action,  suit or proceeding in which the Employee is a party,  that such acts
or  omissions  [i]  were  not  in  good  faith,  or  [ii]  involved  intentional
misconduct, or [iii] were known to the Employee to be a violation of law; or

        E.     in respect of any liability to the Corporation to the extent that
a court of competent jurisdiction renders a final adjudication on the merits, in
an  action,  suit or  proceeding  in which the  Employee  is a party,  that such
liability to the Corporation arises under any federal or state statute providing
for  liability  directly  to the  Corporation  by  reason  of the fact  that the
Employee  is  deemed  to be or to  have  been  an  officer  of the  Corporation,
including,  by way of example and not limitation,  liability under Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or

        F.     to the extent and only to the extent  that,  prior to a Change of
Control, as hereinafter defined, a majority of the Board of the Directors of the
Corporation or a duly designated committee thereof, in either case consisting of
directors  who  are  not at the  time  parties  to the  claim,  action,  suit or
proceeding  against the Employee,  determines that the amount of expenses and/or
settlements for which indemnification is sought is unreasonable; or

        G.     in connection with any claim,  action, suit or proceeding if such
claim,  action,  suit or proceeding  was initiated by the Employee or his or her
personal or legal  representative,  or involved the  voluntary  solicitation  or
intervention  by the  Employee or his or her  personal  or legal  representative
(other than an action to enforce  indemnification  rights or an action initiated
with the approval of a majority of the Board of the Directors).
<PAGE>

                  For the purposes  of  this  Section~2,  a  settlement  by  the
Employee that substantially acknowledges the Employee's responsibility such that
the  Corporation  would be excused from liability under this Section~2 had there
been a final  adjudication  on the merits shall be deemed the equivalent of such
final adjudication.

                  The limitations on indemnity contained in this Section~2 shall
not be applicable  if the  Corporation  purchases  and  maintains  directors and
officers  insurance ("D&O Insurance") and such indemnity is covered and paid for
by the  Corporation's D&O Insurance.  The Employee  acknowledges and agrees that
the  preceding  sentence [i] does not obligate the  Corporation  to purchase and
maintain D&O  Insurance in general and [ii] does not give the Employee any right
to be covered by the D&O Insurance in particular.

                  For purposes  of this  Agreement,  a "Change of Control" shall
be deemed to have occurred if [i] any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange  Act),  other than a trustee or other  fiduciary
holding  securities  under an  employee  benefit  plan of the  Corporation  or a
corporation  owned,   directly  or  indirectly,   by  the  shareholders  of  the
Corporation in substantially the same proportions as their ownership of stock of
the Corporation,  is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly of securities of the Corporation
representing 40% or more of the combined voting power of the Corporation's  then
outstanding  voting  securities;  or [ii] during any period of twenty-four  (24)
consecutive  months  (not  including  any  period  prior  to the  date  of  this
Agreement),  individuals  who at the  beginning of such period  constituted  the
Board of the  Directors of the  Corporation  and any new director  (other than a
director  designated  by a person who has  entered  into an  agreement  with the
Corporation  to effect a  transaction  described in clauses [ii or [iii] of this
Paragraph)  whose  election  by the Board of the  Directors  or  nomination  for
election by the  Corporation's  shareholders  was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose  election or nomination for election was
previously  so  approved,  cease for any reason to  constitute a majority of the
Board of the Directors or [iii] the  shareholders of the  Corporation  approve a
merger or  consolidation of the Corporation  with any other  corporation,  other
than a merger or  consolidation  which would result in the voting  securities of
the Corporation  outstanding or by being converted into voting securities of the
surviving  entity  constituting at least 70% of the combined voting power of the
voting  securities  of the  Corporation  or such  surviving  entity  outstanding
immediately after such merger of consolidation;  or [iv] the shareholders of the
Corporation  approve a plan of complete  liquidation  of the  Corporation  or an
agreement for the sale or disposition by the Corporation of all or substantially
all of the assets owned by the Corporation, whether directly or indirectly.

3.       CONTINUATION  OF  INDEMNITY.  All  agreements  and  obligations  of the
Corporation  contained in this Agreement  shall  continue  during the period the
Employee serves in any capacity entitling the Employee to indemnification  under
this  Agreement and shall  continue  thereafter so long as the Employee shall be
subject to any possible claim or threatened,  pending or completed action,  suit
or  proceeding,  whether  civil,  criminal,   administrative,   legislative,  or
investigative,  or other,  arising  as a result of acts or  omissions  occurring
during the period the Employee was employed by the Corporation.
<PAGE>

4.       NOTIFICATION   OF  CLAIM.   It   shall  be a  condition  precedent   to
indemnification under this Agreement that, within twenty (20) days after receipt
by the  Employee  of  actual  notice  that the  Employee  is or will be a party,
witness or  otherwise  involved in any  threatened  or pending  action,  suit or
proceeding  described in Section 1 of this  Agreement,  the Employee  shall have
notified the  Corporation in writing of the assertion or  commencement  thereof;
but the  omission  to so notify  the  Corporation  will not  relieve it from any
liability which it may have to the Employee otherwise than under this Agreement.

5.       ADVANCEMENT OF COSTS AND EXPENSES.  The costs and expenses  (including,
but not limited to,  attorneys' fees) incurred by the Employee in investigating,
being a witness in,  defending or appealing  any  threatened or pending claim or
any threatened or pending action,  suit or proceeding  described in Section 1 of
this Agreement  shall,  at the written  request of the Employee,  be paid by the
Corporation in advance of final judgment or settlement  with the  understanding,
undertaking  and agreement  hereby made and entered into by the Employee and the
Corporation,  that  the  Employee  shall,  if it  is  ultimately  determined  in
accordance  with  Section~2 or pursuant to  Section~11  that the Employee is not
entitled to be indemnified,  or was not entitled to be fully indemnified,  repay
to the Corporation such amount, or the appropriate  portion thereof,  so paid or
advanced. Such advancements shall be made at least monthly.

6.       ENFORCEMENT.  If  a claim  for  payment  under  this  Agreement  is not
paid in full by the  Corporation  within ninety (90) days after a written demand
has been  delivered by the Employee to the  Corporation,  or within  thirty days
after delivery of a written demand by the Employee to the Corporation based upon
a final and  unappealable  judgment of a court of  competent  jurisdiction,  the
Employee  may at any time  thereafter  bring suit  against  the  Corporation  to
recover the unpaid  amount of the claim and, if  successful in whole or in part,
the Employee shall also be entitled to be paid all costs and expenses (including
but not limited to attorneys' fees) incurred by the Employee in prosecuting such
suit. In any suit brought by the Employee to enforce this Agreement,  the burden
of proof  shall be on the  Corporation  to  establish  that the  Employee is not
entitled to the relief sought under this Agreement.

7.       CONTRIBUTION.  If the full  indemnity  provided  in  Section 1 of  this
Agreement may not be paid to the Employee  because of any exclusion in Section 2
of this Agreement,  then in respect of any actual or threatened  claim,  action,
suit or proceeding in which the  Corporation is jointly liable with the Employee
(or would be if joined in such claim) the  Corporation  shall  contribute to the
amount of expenses and  liabilities  incurred by the Employee in such proportion
as is  appropriate  to  reflect  [i]  the  relative  benefits  received  by  the
Corporation  on the one hand and the Employee on the other hand from the acts or
omissions from which such claim,  action,  suit or proceeding arose and [ii] the
relative fault of the Corporation,  including its directors,  officers,  agents,
other employees and other  representatives,  on the one hand and of the Employee
on the other hand in  connection  with the acts or omissions  which  resulted in
such claim, action, suit or proceeding,  as well as any other relevant equitable
considerations.  The relative fault of the Corporation, including its directors,
officers, agents, other employees and other representatives, on the one hand and
of the Employee on the other hand shall be  determined  by  reference  to, among
other things, the parties' relative intent, knowledge, access to information and
opportunity  to correct or prevent the  circumstances  resulting  in such claim,
action, suit or proceeding. The Corporation agrees that it would not be just and

<PAGE>

equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation  or any other method of  allocation  which does not take into account
the foregoing equitable considerations.

8.       PARTIAL INDEMNITY.   If the Employee is entitled  under  any  provision
of this Agreement to indemnification by the Corporation for some or a portion of
the costs, expenses, judgments, fines, penalties and amounts paid in settlement,
but not  for the  total  amount  thereof,  the  Corporation  shall  nevertheless
indemnify  the  Employee  for the  portion  thereof  to which  the  Employee  is
entitled.

9.       NON-EXCLUSIVITY.  The rights of the Employee under this Agreement shall
be in addition to any other  rights the  Employee may have under the Articles of
Incorporation  or By-laws of the  Corporation  or any of its  insurance  company
subsidiaries,  both as amended, agreement, vote of shareholders or disinterested
directors, as a matter of law or otherwise.

10.      SUBROGATION.  In the  event of any payment  under this  Agreement,  the
Corporation  shall be  subrogated  to the  extent of such  payment to all of the
rights of recovery of the Employee,  who shall  execute all papers  required and
shall do everything  that may be necessary to secure such rights,  including the
execution of such documents  necessary to enable the Corporation  effectively to
bring suit to enforce such rights.

11.      NO DUPLICATION OF PAYMENTS.  The Corporation shall not be liable  under
this  Agreement  to make any payment to the extent the  Employee  has  otherwise
actually received payment (under any insurance  policy,  By-law or otherwise) of
the amounts  otherwise  payable by the  Corporation  under this  Agreement.  The
Employee  shall use best efforts to collect  from all third  parties any amounts
otherwise  payable by the Corporation  under this Agreement.  If the Employee is
entitled to but has not received payment from a third party (under any insurance
policy or otherwise) of amounts  otherwise payable by the Corporation under this
Agreement, the Corporation shall nevertheless pay the Employee such amounts with
the understanding, undertaking and agreement hereby made and entered into by the
Employee and the  Corporation  that the Employee  will repay to the  Corporation
such  amounts to the extent  they are  ultimately  paid to the  Employee by such
third party.

12.      BINDING  EFFECT.  This Agreement shall be binding upon and inure to the
benefit  of and be  enforceable  by the  parties  hereto  and  their  respective
successors and assigns,  including any direct or indirect successor by purchase,
merger,  consolidation or otherwise to all or substantially  all of the business
and/or assets of the Corporation, heirs, and personal and legal representatives;
provided,  however,  that this Agreement is personal to the Employee and may not
be transferred or encumbered by the Employee in any way.

13.      SEVERABILITY.  The provisions of this  Agreement shall be  severable in
the event that any of the provisions  hereof  (including any provision  within a
single  section,  paragraph  or  sentence)  are  held  by a court  of  competent
jurisdiction to be invalid, void or otherwise  unenforceable,  and the remaining
provisions shall remain enforceable to the fullest extent permitted by law.

14.      GOVERNING LAW; AMENDMENT.
<PAGE>

        A.     This Agreement  shall be  interpreted  and enforced in accordance
with the laws of the Commonwealth of Kentucky.

        B.     No amendment,  modification,  termination or cancellation of this
Agreement shall be effective unless in writing signed by both parties hereto.

15.      NOTICES.  Any  notice to the  Corporation  or the  Employee  under this
Agreement  shall be in  writing  and shall be  delivered  personally  or sent by
overnight courier service or certified mail:

                  If to the Corporation:

                  Citizens Financial Corporation
                  The Marketplace, Suite 300
                  12910 Shelbyville Road
                  Louisville,  Kentucky 40243
                  Attn: Secretary



                  If to the Employee:

                  __________________

                  _______________________

                  _______________________


<PAGE>

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement on and as of the day and year first above written.

                                           CITIZENS FINANCIAL CORPORATION







                                        By:



                                        Name:



                                        Title:



                                          Authority:  Resolution of the Board of
                                          Directors adopted  April 27, 2004







                                                     EMPLOYEE











                                                     Name: