CITIZENS FINANCIAL CORP /KY/
EX10.15 SEVERANCE AGREEMENT AND RELEASE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhibit1015q12004.txt
<DESCRIPTION>EX10.15 SEVERANCE AGREEMENT AND RELEASE
<TEXT>

                                  EXHIBIT 10.15

                 Severance Agreement dated as of April 15, 2004
                     between the Company and Lane A. Hersman

                         SEVERANCE AGREEMENT AND RELEASE

                This Severance  Agreement  and Release  ("Agreement") is made by
and between Citizens Financial Corporation  for itself  and for its  direct  and
indirect subsidiaries Citizens Security Life Insurance Company,  United  Liberty
Life  Insurance  Company,  Citizens  Insurance  Company,  and  Corporate  Realty
Service,  Inc. (hereinafter  collectively  referred  to  as  the "Company")  and
Lane A. Hersman ("Hersman").

                W I T N E S S E T H :

                WHEREAS, Hersman has previously been employed by the Company and
has  acted  as an  officer and  director of  the Company,  and the  parties have
mutually  agreed  to  terminate  Hersman's  employment subject to the  terms and
conditions set forth herein; and

                WHEREAS,  the parties  wish to clarify and  memorialize  certain
agreements  made  between  them  in  regard  to  Hersman's  employment  and  the
termination of his employment; and

                WHEREAS,  Hersman  acknowledges  that he was  given  an  initial
draft  of  this  Agreement  on  February 13, 2004,  was  informed  that  he  had
twenty-one (21)  days to  consider it,  has  employed  counsel,  has  negotiated
revised  terms through  counsel and  has voluntarily  agreed to  this definitive
version of this Agreement;

                NOW THEREFORE,  in  consideration  of the foregoing premises and
for other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, and intending to be legally bound, it is mutually agreed
between the parties as follows:

        1.      Termination of Employment and Offices.  Hersman's employment and
  offices  with the  Company are  hereby terminated  effective February 13, 2004
  (the "Separation Date").

        2.      Payment of  Compensation and  Benefits; Cooperation. As specific
  consideration for  the release and  waiver  contained  in  Paragraph 3 of this
  Agreement and  the covenants and  promises  contained in Paragraphs 4 and 5 of
  this Agreement,  the Company  shall provide the  following  benefits to  which
  Hersman is otherwise not entitled:

                A.      The Company shall pay Hersman at his rate of base salary
      in  effect  on  the  Separation Date  in  installments  according  to  the
      Company's  usual  payroll  practices,  for  the  period  beginning on  the
      Separation  Date  and  continuing  until  the  earlier  of  (i)  the  date
      Mr. Hersman begins Full-time Employment or (ii) May 13, 2004.

                B.      On May 13, 2004, the Company shall pay Mr. Hersman  in a
      lump sum an amount equal  to six (6) months of  his base salary calculated
      at his rate of base salary in effect on the Separation Date.
<PAGE>

                C.      If  Hersman  has  not  begun  Full-time   Employment  by
      November 13, 2004,  the Company  shall pay  Hersman  at his  rate of  base
      salary in effect on the Separation Date in  installments according to  the
      Company's   usual  payroll   practices,  for  the   period   beginning  on
      November 14, 2004 and continuing until the earlier of (i) the date Hersman
      begins Full-time Employment or (ii) February 13, 2005.

                D.      Until the earlier of (i) February  13, 2005  or (ii) the
      date Hersman becomes eligible  for coverage under  a new employer's  group
      health  plans,  the  Company  shall pay  the  COBRA premium for  Hersman's
      continued coverage under those Company group health  plans under  which he
      was  covered  on the  Separation  Date and for  which  he timely  makes an
      election to receive COBRA  continuation  coverage.  Hersman shall continue
      to pay co-payments from time to  time  in  effect under  those  plans.  In
      addition, Hersman shall be responsible for the payment of  COBRA  premiums
      for any remaining COBRA coverage to which he may be entitled by law  after
      February 13, 2005. The  period of  COBRA coverage  shall  commence on  the
      Separation   Date.  Unless   the   Company  otherwise  expressly   agrees,
      Mr. Hersman  shall  not be  entitled  to other employee benefits after the
      Separation Date.

                E.      The Company agrees to provide Hersman  with outplacement
      assistance through LaBaugh & Associates at the Company's expense until the
      earlier  of   (i)  the  date  Hersman   begins  Full-time   Employment  or
      (ii)  February  13, 2005.  Hersman  agrees continuously to  use reasonable
      efforts to obtain Full-time Employment as soon as possible.

                F.      For  purposes of  this agreement, "Full-time Employment"
      shall  be defined  as an employment or a self-employment arrangement  that
      provides  payments  to Hersman  that are  equivalent  to at  least  75% of
      Hersman's  rate  of base salary in effect on the Separation Date.  Hersman
      shall be responsible for claiming and reasonably demonstrating entitlement
      to payments pursuant to subparagraphs A, C and E above.

                G.      The  parties acknowledge  that Hersman's  base salary in
      effect on the Separation Date was $137,800 per year.

                H.      The Company  shall withhold  from payments made pursuant
      to this Paragraph any taxes required by law to be withheld.

                I.      Hersman will cooperate with, and make himself reasonably
      available to consult with, the Company  and  its officers,  directors  and
      management  regarding  the  business of the Company upon their  reasonable
      request until  February  13,  2005.  Hersman  will  also  cooperate  with,
      and make himself reasonably available to consult with, the Company and its
      officers,  directors,  management,  and  attorneys  regarding  pending  or
      threatened    litigation    upon    their   reasonable    request    until
      February 13, 2006.

                J.      The Company will provide Hersman  with a neutral  letter
      of  reference,  a  copy  of  which  is  attached  hereto  as  Attachment A
      [Omitted].

        3.      Release of Claims.

                 A.   For purposes  of this Paragraph 3, (i) each of Hersman and
      the  Company shall be  referred to as  a "Releasing  Party'" (ii)~the term
      "Related  Persons" shall  mean,  with  respect to a  particular  Releasing

<PAGE>

      Party, the heirs, successors  and  assigns  of such  Releasing  Party, any
      person controlled, directly or indirectly, by such Releasing Party, or any
      person controlling,  directly or  indirectly,  such Releasing  Party,  and
      (iii)`the term "Representatives"  shall mean, with respect to a particular
      Releasing Party,  any director, officer,  employee, shareholder,  manager,
      agent,  consultant, advisor,  insurer, trustee or other  representative of
      such  Releasing  Party  or of  such  Releasing  Party's  Related  Persons,
      including  but not  limited  to legal  counsel, accountants  and financial
      advisors.  As applied  to the  Company, the  term  Related  Persons  shall
      include  but not  be limited to Citizens  Financial Corporation,  Citizens
      Security  Life Insurance Company,  United Liberty  Life Insurance Company,
      Citizens Insurance Company, and Corporate Realty Service, Inc.

                B.      Subject  to  their   performance  of  their   respective
      obligations  under this  Agreement, each Releasing  Party and each of such
      Releasing  Party's  Related Persons,  if any,  hereby release  and forever
      discharge  and  covenant  not  to sue:  (i)~each of  the  other  Releasing
      Parties,  (ii)~each of  such other Releasing Parties' Related Persons,  if
      any, and (iii)~each of such other Releasing Parties'  Representatives,  if
      any, (collectively, the "Released Persons") from and in respect of any and
      all  causes of  action,  claims,  demands,  suits, damages,  sums of money
      and/or  judgments  of  every  nature, whether existing, known, unknown, or
      contingent, arising at any time prior to and through the date of execution
      of this Agreement, including, without  limitation, in the case of  Hersman
      claims relating to his  employment or the termination  of his  employment,
      claims  for  compensation,  unemployment  compensation,  reimbursement  of
      expenses and rights to indemnification, claims for lost wages or severance
      of any type other than that provided by this Agreement, and claims arising
      under any federal, state or local statute, contract, or common law, claims
      under  the Title  VII of the  Civil Rights  Act of 1964, as  amended,  the
      Kentucky Civil Rights Act and  the Age Discrimination in Employment Act of
      1967, as amended.  The Releasing  Parties intend that  this is a final and
      binding release.

                C.      Without  in  any  way  limiting  any of  the  rights and
      remedies otherwise available to  any Released Person, each Releasing Party
      (also  an "Indemnifying  Party")  shall indemnify  and hold  harmless each
      Released  Person from  and against  any and  all loss,  liability,  claim,
      damage   (including  incidental  and  consequential  damages)  or  expense
      (including  costs of  investigation and  defense and reasonable attorneys'
      fees) whether  or not involving  third party  claims, arising  directly or
      indirectly from or in connection with (i)~the assertion by or on behalf of
      such Indemnifying Party  or any of its Related Persons or  Representatives
      of  any claim  or other  matter released  pursuant to  this Agreement  and
      (ii)~the  assertion by any third party of any claim or demand  against any
      Released Person, which claim or demand arises directly or indirectly from,
      or in  connection with,  any assertion  by or on behalf of an Indemnifying
      Party against  such third party  of any claims or other matters which have
      been released pursuant to this Agreement.

        4.      Certain Covenants by Hersman.

                A.      Hersman  acknowledges  that,  during  the  course of his
      employment   Hersman  was  exposed   to   confidential   and   proprietary
      information, including, but not  limited to customer information, budgets,
      underwriting  guidelines,  financial  data,  accounts  payable  and  other
      confidential  information of the  Company.  Hersman  agrees  that,  unless

<PAGE>

      otherwise  required by  law, he will  not disclose to any  third party any
      information  that is  confidential to or  proprietary to  the Company, and
      that  he  has  returned  to  the  Company  all  documents  containing  any
      confidential  or  proprietary   information,  including  all  confidential
      interoffice correspondence from or to the Company.

                B.      Until  August 13,  2004,  without  the  consent  of  the
      Company, Hersman shall not directly or indirectly, or by assisting others,
      whether as  an  employee,  owner,  shareholder,  director,  consultant  or
      otherwise, engage in ~any business that  competes materially and  directly
      with  the Company's sale of its principal insurance  products as described
      in its most recent Annual Report on SEC Form 10-K; provided however,  that
      Hersman shall not be prohibited from owning less than one percent (1%)  of
      the outstanding shares of any entity whose shares are  publicly  traded on
      the Nasdaq or any national stock exchange.

                C.      Until  February 13, 2006,  without  the  consent of  the
      Company, Hersman  shall not  directly or  indirectly,  individually  or on
      behalf of  persons not  parties  to  this Agreement, aid  or  endeavor  to
      solicit or induce any of the Company's employees to leave their employment
      with the Company in order to accept employment with Hersman or any another
      person, partnership, corporation or other entity.

        5.      Non-Disparagement.   Neither   Hersman  nor  the   Company  will
  directly or indirectly, disparage   the  other, nor  will  either   instigate,
  request, encourage, suggest, support, or assist any person in disparaging  the
  other.  This  obligation extends  to all  statements, written or oral, whether
  intended to be public or private, and is not limited as to time.

        6.      Remedies.

                A.      The Company and Hersman agree that  it and he may not be
      adequately compensated by damages for a breach by the other of  any of the
      covenants contained  in Paragraphs~4  and 5 and  that, in addition  to all
      other remedies,  the Company and  Hersman shall be entitled to  injunctive
      relief  and  specific  performance.  In such  event,  the periods  of time
      referred to in Paragraph 4 shall be deemed extended for a period  equal to
      the  respective  period during which the Hersman is in breach thereof,  in
      order to  provide for  injunctive  relief and  specific  performance for a
      period equal to the full term thereof.

                B.      If at any time any  of the provisions of Paragraphs 4 or
      5 shall be determined to be invalid or unenforceable  by reason  of  being
      vague  or  unreasonable  as  to  duration,  area,  scope  of  activity  or
      otherwise, the  invalid or unenforceable provisions  shall become  and  be
      deemed to be immediately amended to include only such time, area, scope of
      activity and other  restrictions, as shall be determined to be  reasonable
      and enforceable by the court or other body  having  jurisdiction over  the
      matter, and the Company and Hersman expressly  agree that this  Agreement,
      as  so  amended,  shall  be valid and  binding as  though any  invalid  or
      unenforceable provision has not been included herein.

                C.      The Company  and  Hersman shall  indemnify and  hold the
      other harmless from any liability, loss, damage, judgment, cost or expense

<PAGE>

      (including  reasonable  attorneys'  fees and  expenses) arising out  of or
      resulting  from such  party's breach  of any  covenants contained  in this
      Agreement or his or its failure to perform a duty hereunder.

        7.      Non-Admission.  It is understood and  agreed that this Agreement
  does not and shall  not constitute an  admission by Hersman or  the Company of
  any violation of any law or any right of the other.

        8.      Separability.  Should   this   Agreement  be  held   invalid  or
  unenforceable (in  whole or in  part) with respect to any particular claims or
  circumstances, it shall remain fully  valid and  enforceable  as to all  other
  claims and circumstances.

        9.      Arbitration.  Any claims  concerning  the  meaning,  application
  and/or interpretation of this Agreement, any matter which relates to Hersman's
  employment and arises after the date of this Agreement, or any claim of breach
  of or  failure to  perform  this  Agreement,  except for claims  arising under
  Paragraphs 4  and 5 of  this Agreement, shall  be  settled  solely by  binding
  arbitration in  accordance  with the  Employment  Dispute Resolution Rules  of
  the American  Arbitration  Association.  Any  arbitration  decision  shall  be
  fully  binding  on both  parties and  judgment on the  award  rendered  by the
  arbitrator  may be entered  in any court  having  jurisdiction  thereof.  Each
  party shall pay the fees and costs of presenting its case in arbitration.  All
  other  costs of  arbitration,  including  the cost  of any  transcript  of the
  proceedings,  administrative  fees, and the  arbitrator's  fees shall be borne
  equally  by  the  parties.   Any  arbitration  hearing  shall  take  place  in
  Louisville  and  Kentucky law shall  govern.  The  parties, and each  of them,
  agree that the remedy,  if any, awarded  by such  arbitrator shall be the sole
  and exclusive remedy for each and  every claim which is subject to arbitration
  pursuant  to  this  Paragraph,  but  that  the arbitrator  shall not  have the
  authority or power to order reinstatement as a remedy.

                Any award by the  arbitrator shall, unless both parties agree in
  writing  otherwise, be in  writing and shall  set forth the  factual and legal
  basis for such award.

        10.     Governing Law.  This Agreement shall be  construed in accordance
  with the laws of the Commonwealth of Kentucky.

        11.     Amendment; Revocation. This  Agreement  constitutes  the  entire
  understanding  and  agreement  between  the parties as  to the subject  matter
  hereof  and the  terms  of this  Agreement  may  not  be waived,  modified  or
  supplemented  except in  writing  signed by all parties  hereto.  The  parties
  further acknowledge  that  this  Agreement  may be revoked by  Hersman  within
  seven  (7) days  from the execution  hereof and  that the  Agreement shall not
  become  effective  or  enforceable  until  after  the  revocation  period  has
  expired.  Hersman  agrees  that any  revocation by  him shall be  submitted in
  writing to Darrell R. Wells.

<PAGE>

        12.     Declaration.  The parties  declare that each has carefully  read
  this Agreement.  By his signature on this Agreement, Hersman  warrants that he
  fully  understands that this Agreement contains potentially important  waivers
  of rights.  Hersman was informed and  both  parties  understand  they have the
  right  to and  should  consult  with  an  attorney  prior  to  executing  this
  Agreement.  After consultation  with counsel,  both parties agree to the terms
  of this Agreement and  enter into it freely and voluntarily in order to make a
  full and final adjudication and resolution of the matters contained herein.

                              Citizens Financial Corporation for itself and for:
                                  Citizens Security Life Insurance Company
                                  United Liberty Life Insurance Company
                                  Citizens Insurance Company
                                  Corporate Realty Service, Inc.


                              s/ Darrel R. Wells
                              By:  Darrell R. Wells
                                   President and CEO





                              Date:  April 15, 2004





                              s/ Lane A. Hersman

                              By:  Lane A. Hersman





                              Date:  April 15, 2004

</TEXT>
</DOCUMENT>
