CITIZENS FINANCIAL CORP /KY/
EX10.14 EMPLOYMENT CONTRACT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex101410k2003.txt
<DESCRIPTION>EX10.14 EMPLOYMENT CONTRACT
<TEXT>
                                  EXHIBIT 10.14

                              EMPLOYMENT AGREEMENT


                  This EMPLOYMENT  AGREEMENT  (this "Agreement")  is  made as of
February 6, 2004 between CITIZENS FINANCIAL CORPORATION, a Kentucky  corporation
("Employer"), and FRANK C. JONES, an individual  resident in Birmingham, Alabama
("Employee").

                                    RECITALS

                  Employer  desires to employ Employee for the Employer Group on
a temporary and short-term basis, and Employee wishes to accept such employment,
upon the terms and conditions set forth in this Agreement.

                                    AGREEMENT

                  The parties, intending to be legally bound, agree as follows:

         1.       DEFINITIONS

                  For the purposes of  this Agreement, the  following terms have
                  the meanings specified or referred to in this Section~1.

                  "Agreement" - this Employment  Agreement, as amended from time
                  to time.

                  "Basic Compensation" - Salary and Benefits.

                  "Benefits" - as defined in Section 3.2.

                  "Boards  of  Directors" -  the  board   of  directors  of  the
                  constituents of the Employer Group.

                  "Confidential Information" - any and all:

     (a) trade  secrets  concerning  the  business  and affairs of the  Employer
Group,  including  without  limitation  products,  past,  current,  and  planned
research  and  development,   current  and  planned   distribution  methods  and
processes, customer lists, current and anticipated customer requirements, market
studies,  business plans,  computer software and programs (including object code
and source code), and any other information, however documented, that is a trade
secret within the meaning of the Uniform Trade Secrets Act, KRS 365.880-.900;

     (b)  information  concerning the business and affairs of the Employer Group
including  without  limitation   historical  financial   statements,   financial
projections  and  budgets,   historical  and  projected  sales,  the  names  and
backgrounds  of  key  personnel,  and  personnel  training  and  techniques  and
materials, however documented; and

     (c) notes, analyses,  compilations,  studies, summaries, and other material
prepared by or for the Employer Group  containing or based, in whole or in part,
on any information included in the foregoing.

                  "Effective Date" - March 1, 2004.

                  "Employer Group" - Employer and the Insurance Subsidiaries.

                  "Employment Period" - the actual term of Employee's employment
                  by Employer.

                  "Insurance  Subsidiaries" -  Citizens  Security Life Insurance
                  Company,  United  Liberty Life Insurance  Company and Citizens
                  Insurance Company.
<PAGE>

                  "person" - any  individual,  corporation  (including  any non-
                  profit corporation),  general or limited  partnership, limited
                  liability company, joint  venture, estate, trust, association,
                  organization, or governmental body.

                  "Post-Employment Period" - as defined in Section 7.2.

                  "President of Employer" - Darrell R. Wells  and his successors
                  in office as president of Employer.

                  "Proprietary Items" - as defined in Section 6.2.

                  "Salary" - as defined in Section 3.1.

         2.       EMPLOYMENT TERMS AND DUTIES

                  2.1      Employment.  Employer  hereby employs  Employee,  and
         Employee  hereby  accepts  employment  by Employer,  upon the terms and
         conditions set forth in this Agreement.

                  2.2      Term. The term of  Employee's  employment  under this
         Agreement  will  begin on the  Effective  Date  and  continue  until 14
         calendar  days' after the date  either party  gives  written  notice of
         termination.  Either party may give such notice of  termination  at any
         time for any reason whatsoever or for no reason,  without  liability to
         the other except as expressly provided herein.

                  2.3      Duties.  Employee  will  have  such  duties  for  the
         Employer  Group  as  are  assigned or  delegated  to  Employee  by  the
         President  of  Employer  or  the Boards  of Directors  of the Insurance
         Subsidiaries, and will initially serve as president and chief operating
         officer of the Insurance Subsidiaries.  Employee will devote his entire
         business  time,  attention,  skill,  and   energy  exclusively  to  the
         business of the Employer  Group,  will use his best  efforts to promote
         the success of the Insurance Subsidiaries' business, and will cooperate
         fully with the President of Employer and the Boards of Directors of the
         Insurance  Subsidiaries in the advancement of the best interests of the
         Employer  Group.  Nothing in this  Section  2.3, however,  will prevent
         Employee  from  engaging in  additional  activities in  connection with
         personal  investments and  community affairs that  are not inconsistent
         with Employee's duties under this Agreement.

                  2.4      Place of  Performance.  Employee  will  maintain  his
         primary office at Employer's executive offices in Louisville,  Kentucky
         but  may also  maintain a  support office  at no expense to Employer in
         Birmingham,  Alabama.  Employee will spend at least  60% of his time in
         the Louisville  office, which  for this purpose shall include travel to
         and from the Louisville office.

         3.       COMPENSATION

                  3.1      Salary.  Employee  will be  paid a  weekly  salary of
         $4,800  (the "Salary"),   which  will be  payable  bi-weekly net of tax
         withholding  according  to  applicable  law  and  Employer's  customary
         payroll practices.  Employee shall not be entitled to vacation or leave
         pay but shall be entitled to holiday pay in accordance with  Employer's
         customary payroll practices.

                  3.2      Benefits.  Employee   will,  during  the   Employment
         Period,  be  permitted  to  participate in  all  such  life  insurance,
         hospitalization, major medical and dental plans of Employer that may be
         in effect from  time to time, on the  same terms and  conditions  under
         which senior  executives  of Employer  are eligible  under the terms of
         those plans (collectively, the "Benefits").

                  3.3      Termination  Pay.  Effective upon the  termination of
         this Agreement, Employer will be obligated to pay Employee  (or, in the
         event of his death,  his wife) only such  Salary  and  Benefits as have
         accrued through the date of such termination.

         4.       FACILITIES AND EXPENSES

         Employer  will  furnish  Employee  suitable  office  space,  equipment,
supplies  and  such  other  facilities  and  personnel  (including  an  assigned
administrative assistant) in Louisville for the performance of Employee's duties

<PAGE>

under this Agreement.  Employer will also furnish Employee the use of a suitable
automobile for use in Louisville,  plus  reimbursement  for fuel and maintenance
costs.  Employer  will pay on behalf of Employee  (or  reimburse  Employee  for)
actual and  reasonable  expenses  incurred  by Employee at the request of, or on
behalf of,  Employer in the  performance of Employee's  duties  pursuant to this
Agreement, and in accordance with Employer's employment policies,  including the
following:

         (a)      charges for  long distance  telephone and  high speed internet
                  access in the Birmingham office;

         (b)      travel expenses;

         (c)      round-trip   airfare   between   Louisville  and   Birmingham,
                  Pensacola (FL) or Beaumont (TX) once per week;

         (d)      round-trip airfare between  Louisville and Birmingham once per
                  month for Employee's wife;

         (e)      costs for rental on a monthly basis of a one-bedroom or studio
                  unit in an  extended stay  hotel in  Louisville  equivalent in
                  quality to a Residence Inn; and

         (f)      a meal per diem while in Louisville of $35.

         Employee  must file  expense  reports  with respect to such expenses in
accordance with Employer's policies.

         5.       INSURANCE.

         Employee will be  entitled to the  benefit of  all insurance  coverages
that Employer makes available to its senior executive officers.

         6.       NON-DISCLOSURE COVENANT.

                  6.1      Acknowledgments  by Employee.  Employee  acknowledges
         that (a)~during the Employment Period and as a part of  his employment,
         Employee   will   be  afforded  access  to  Confidential   Information;
         (b)~public  disclosure of such  Confidential Information  could have an
         adverse effect on the Employer  Group and its business  and/or  violate
         or  create  liability under  federal  securities  laws  and  securities
         exchange  regulations;  and (c)~the  provisions  of this  Section 6 are
         reasonable and necessary  to prevent the  improper use or disclosure of
         Confidential Information.

                  6.2      Agreements  of  Employee.  In   consideration  of the
         compensation  and  benefits  to  be  paid or  provided  to  Employee by
         Employer under this Agreement, Employee covenants as follows:

                           (a)      During and following the Employment  Period,
                  Employee will hold in confidence the Confidential  Information
                  and  will  not  disclose  it  to  any person  except  with the
                  specific  prior  written  consent  of  Employer  or  except as
                  otherwise expressly permitted by the terms of this Agreement.

                           (b)      Any trade secrets of the Employer Group will
                  be entitled to all of the  protections  and benefits under the
                  Uniform  Trade  Secrets Act (KRS  365.880-.900)  and any other
                  applicable  law.  If any  information  that Employer  deems to
                  be  a  trade  secret  is   found  by  a  court  of   competent
                  jurisdiction  not to be  a trade  secret for  purposes of this
                  Agreement, such information will, nevertheless,  be considered
                  Confidential  Information  for  purposes  of  this  Agreement.
                  Employee  hereby waives any  requirement  that Employer submit
                  proof of the economic value of any trade secret or post a bond
                  or other security.

                           (c)      None  of  the   foregoing  obligations   and
                  restrictions   applies  to   any  part  of  the   Confidential
                  Information that Employee demonstrates was or became generally
                  available to the public other than as a result of a disclosure
                  by Employee.

                           (d)      Employee  will not  remove from the Employer
                  Group's   premises (except to  the  extent such removal is for
                  purposes of  the performance of  Employee's duties  at home or

<PAGE>

                  while   traveling,  or   except  as   otherwise   specifically
                  authorized by the President of Employer) any document, record,
                  or computer  software or code,  whether  embodied in a disk or
                  in any  other form  (collectively,  the "Proprietary  Items").
                  Employee  recognizes that,  as between  Employer and Employee,
                  all of  the  Proprietary  Items,  whether  or not developed by
                  Employee,   are  the  exclusive  property  of  Employer.  Upon
                  termination of  this Agreement  by either  party, or  upon the
                  request  of Employer  during the  Employment Period,  Employee
                  will  return  to  Employer  all of  the  Proprietary  Items in
                  Employee's possession or  subject to Employee's  control,  and
                  Employee  shall  not  retain  any  copies  or  other  physical
                  embodiment of any of the Proprietary Items.

                           (e)      During   the  Employment   Period,   neither
                  Employee nor  any member of  his family who resides  with him
                  shall buy,  sell or  beneficially own, directly or indirectly,
                  any shares of Employer's stock.

                  6.3      Disputes or Controversies. Employee  recognizes  that
         should  a  dispute or  controversy  arising  from  or relating  to this
         Agreement  be  submitted  for  adjudication  to any court,  arbitration
         panel, or  other  third  party,  the  preservation  of the  secrecy  of
         Confidential   Information   may   be   jeopardized.   All   pleadings,
         documents,  testimony, and  records  relating to any such  adjudication
         will be maintained  in secrecy and will be available for  inspection by
         Employer,  Employee,  and their  respective  attorneys and experts, who
         will agree, in advance and in writing, to receive and maintain all such
         information in secrecy, except as may be limited by them in writing.

         7.       NON-COMPETITION, NON-SOLICITATION AND NON-INTERFERENCE

                  7.1      Acknowledgments  by Employee.  Employee  acknowledges
         that: (a)~the services to be performed by him under  this Agreement are
         of  a  special,   unique,  unusual,   extraordinary,  and  intellectual
         character; and (b)~the provisions of this  Section 7 are reasonable and
         necessary to protect the Employer Group's business.

                  7.2      Covenants  of  Employee.  In   consideration  of  the
         acknowledgments  by Employee,  and in consideration of the compensation
         and benefits to be paid or provided to  Employee by Employer,  Employee
         covenants that he will not, directly or indirectly:

                           (a)      during the Employment Period,  except in the
                  course of his employment  hereunder, engage or invest in, own,
                  manage,  operate,  finance,  control,  or  participate in  the
                  ownership, management, operation, financing, or control of, be
                  employed by, associated with, or in any manner connected with,
                  lend Employee's name or any similar name to,  lend  Employee's
                  credit to or render services or advice to, any business  whose
                  products  or activities  compete in whole  or in part with the
                  products  or  activities  of   the  Employer  Group  anywhere;
                  provided,   however,  that Employee may purchase  or otherwise
                  acquire up to (but not  more than) one percent of any class of
                  securities  of   any   enterprise   (but   without   otherwise
                  participating  in the activities  of such  enterprise) if such
                  securities are listed  on any securities exchange or have been
                  registered under Section  12(g) of the Securities Exchange Act
                  of 1934;

                           (b)      whether for  Employee's own  account or  for
                  the account  of any  other person,  at  any  time  during  the
                  Employment  Period,  solicit  business of  the same or similar
                  type being carried on by the Employer Group,  from any  person
                  known  by  Employee to be  a customer  of the Employer  Group,
                  whether or not Employee had personal  contact with such person
                  during  and  by  reason  of  Employee's  employment  with  the
                  Employer Group;

                           (c)      whether  for  Employee's  own account or the
                  account  of  any  other  person  (i)`at  any  time during  the
                  Employment  Period and the  Post-Employment  Period,  solicit,
                  employ,  or  otherwise  engage  as  an  employee,  independent
                  contractor,  or  otherwise,  any  person  who  is  or  was  an
                  employee  of  the  Employer  Group  at  any  time  during  the
                  Employment Period or in any manner induce or attempt to induce
                  any employee of the Employer Group to terminate his employment
                  with  the  Employer Group;  or (ii)~at  any  time  during  the
                  Employment Period  and the  Post-Employment  Period, interfere
                  with  the  Employer  Group's  relationship  with  any  person,
                  including  any  person  who at any  time during the Employment
                  Period was an employee, contractor, supplier,  or  customer of
                  the Employer Group; or
<PAGE>

                           (d)      at any time during the Employment Period and
                  the Post-Employment Period,  disparage the  Employer  Group or
                  any of  its  shareholders, directors, officers,  employees, or
                  agents.

                  For purposes  of this Section 7.2,  the term  "Post-Employment
         Period" means the two-year period beginning on the date  of termination
         of Employee's employment with Employer.

                  If  any   covenant  in  this   Section  7.2  is   held  to  be
         unreasonable, arbitrary, or  against public policy, such  covenant will
         be  considered  to  be  divisible  with respect  to  scope,  time,  and
         geographic area,  and such lesser  scope, time, or  geographic area, or
         all  of them, as a  court of competent jurisdiction may determine to be
         reasonable,  not  arbitrary,  and  not  against public  policy, will be
         effective, binding, and enforceable against Employee.

                  The  period  of  time  applicable  to  any  covenant  in  this
         Section 7.2  will  be extended  by the  duration  of any  violation  by
         Employee of such covenant.

                  Employee  will,  while the  covenant  under  this  Section 7.2
         is in effect, give notice to Employer, within ten days after  accepting
         any other employment, of the identity of Employee's employer.  Employer
         may notify such employer that Employee is bound by this Agreement  and,
         at Employer's  election,  furnish  such  employer  with a copy  of this
         Agreement or relevant portions thereof.

         8.       GENERAL PROVISIONS

                  8.1      Injunctive  Relief and Additional  Remedy.   Employer
         will have  the right, in addition  to any other  rights it may have, to
         apply for injunctive relief to restrain any breach or threatened breach
         or otherwise to specifically enforce any provision of this Agreement.

                  8.2      Covenants  of  Sections 6  and  7 are  Essential  and
         Independent Covenants.  The covenants by Employee in  Sections 6  and 7
         are  essential  elements of  this  Agreement,  and  without  Employee's
         agreement  to comply  with  such  covenants, Employer  would  not  have
         entered into this  Agreement  or employed or continued  the  employment
         of Employee.  Employer and Employee have independently consulted  their
         respective counsel and have been advised in all respects concerning the
         reasonableness and propriety of such covenants, with specific regard to
         the nature of the business conducted by the Employer Group.

                  Employee's  covenants  in  Sections 6  and  7 are  independent
         covenants  and  the  existence of  any  claim  by  Employee against the
         Employer  Group  under  this  Agreement  or  otherwise  will not excuse
         Employee's breach of any covenant in Section 6 or 7.

                  This  Agreement  will continue in  full force and effect after
         termination of Employee's employment as is necessary or  appropriate to
         enforce the covenants and agreements of Employee in Sections 6 and 7.
<PAGE>

                  8.3      Representations and Warranties by Employee.  Employee
         represents and warrants to Employer that the execution  and delivery by
         Employee of this Agreement do not,  and the  performance by Employee of
         Employee's obligations  hereunder  will not, with or without the giving
         of notice or the passage of time,  or both:  (a)~violate  any judgment,
         writ, injunction,  or order of any court,  arbitrator,  or governmental
         agency  applicable  to Employee;  or (b)~conflict with,  result in  the
         breach of  any provisions  of or the  termination  of, or  constitute a
         default  under, any  agreement to which Employee  is party or  by which
         Employee is or may be bound.

                  8.4      Waiver.   To  the   maximum   extent   permitted   by
         applicable law, (a)~no claim or right arising out of this Agreement can
         be  discharged  by  one  party,  in  whole  or  in part, by a waiver or
         renunciation  of  the claim or  right unless  in  writing signed by the
         other  party;  (b)~no  waiver  that  may  be  given by a  party will be
         applicable except in the specific  instance for which it is given;  and
         (c)~no  notice to or demand on one party will be  deemed to be a waiver
         of any  obligation  of such party or of  the right of  the party giving
         such notice or demand to take further action  without  notice or demand
         as provided in this Agreement.

                  8.5      Binding  Effect;  Delegation  of  Duties  Prohibited.
         This  Agreement  shall inure  to the benefit  of, and shall  be binding
         upon,  the  parties hereto and their  respective  successors,  assigns,
         heirs, and legal  representatives, including  the other  members of the
         Employer  Group and any  entity with  which any  member of the Employer
         Group may merge or consolidate  or to  which all or  substantially  all
         of  its  assets  may  be  transferred.  The  duties  and  covenants  of
         Employee under this Agreement, being personal, may not be delegated.

                  8.6      Notices.  All notices,  consents,  waivers, and other
         communications  under  this  Agreement must  be in  writing and will be
         deemed to  have  been  duly  given  when  (a)~delivered  by  hand (with
         written confirmation of receipt), (b)~sent by facsimile  (with  written
         confirmation   of  receipt),  provided   that  a   copy  is  mailed  by
         registered mail, return receipt requested, or (c)~when  received by the
         addressee,  if  sent  by a  nationally  recognized  overnight  delivery
         service (receipt requested), in each case to the appropriate  addresses
         and facsimile  numbers set forth below (or to such other addresses and
         facsimile  numbers as  a party  may designate  by notice  to the  other
         parties):

         If to Employer:            Citizens Financial Corporation

                                    P.O. Box 436149

                                    Louisville, Kentucky  40253-6149

                                    Attention:  President

                                    Facsimile No.:  502/212-2671





         If to Employee:            Frank C. Jones

                                    3001 Woodleigh Road

                                    Birmingham, Alabama  352234

                  8.7      Entire Agreement; Amendments. This Agreement contains
         the entire  agreement between the  parties with respect  to the subject
         matter hereof and supersedes all prior  agreements and  understandings,
         oral or written, between the parties hereto with respect to the subject
         matter  hereof.  This  Agreement  may not be amended  orally,  but only
         by an agreement in writing signed by the parties hereto.

                  8.8      Governing  Law.  This  Agreement  will be governed by
         the laws of the State of  Kentucky without regard to  conflicts of laws
         principles.
<PAGE>

                  8.9      Jurisdiction.  Any  action or  proceeding  seeking to
         enforce any provision of, or  based on any  right arising out of,  this
         Agreement may be brought  against either of the  parties in the  courts
         of the State  of Kentucky, County of  Jefferson,  or, if it  has or can
         acquire  jurisdiction,  in the  United  States  District  Court for the
         Western District of Kentucky,  and each of the parties  consents to the
         jurisdiction of such courts (and of the appropriate  appellate  courts)
         in any such action or proceeding and waives any objection to venue laid
         therein.  Process  in any  action  or  proceeding  referred  to in  the
         preceding sentence may be served on either party anywhere in the world.

                  8.10     Section  Headings,  Construction.   The  headings  of
         Sections in this Agreement are provided for convenience  only and  will
         not affect  its  construction  or  interpretation.  All  references  to
         "Section" or "Sections" refer to the corresponding  Section or Sections
         of this Agreement unless  otherwise  specified.  All words used in this
         Agreement  will  be construed  to be  of such  gender or  number as the
         circumstances require.  Unless otherwise expressly  provided,  the word
         "including" does not limit the preceding words or terms.

                  8.11     Severability.  If any provision of this Agreement  is
         held invalid or unenforceable by any court of  competent  jurisdiction,
         the  other provisions  of this  Agreement will remain in full force and
         effect.  Any provision of this Agreement held invalid or  unenforceable
         only in part  or degree  will remain  in full  force and effect  to the
         extent not held invalid or unenforceable.

                  8.12     Counterparts.  This Agreement  may be executed in one
         or more  counterparts, each  of which  will be deemed to be an original
         copy of this Agreement and all of which,  when taken together,  will be
         deemed to constitute one and the same agreement.

                  IN WITNESS WHEREOF,  the parties  have executed  and delivered
         this Agreement as of the date above first written above.

                                       CITIZENS FINANCIAL CORPORATION



                                     By:_______________________________________
                                         Darrell R. Wells, President







_______________________________________
FRANK C. JONES


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