STOCK PURCHASE AGREEMENT





                             DATED JUNE 1, 2006





                                BY AND AMONG





                      FARMERS CAPITAL BANK CORPORATION,





                       KENTUCKY BANKING CENTERS, INC.





                                     AND





                         CITIZENS FIRST CORPORATION













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                          STOCK PURCHASE AGREEMENT

                          ------------------------





         THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered

into as of the 1st day of June, 2006, by and among (i) FARMERS CAPITAL BANK

CORPORATION, a Kentucky corporation with its principal executive offices

located at 202 West Main Street, Frankfort, Kentucky 40601 ("Farmers"); (ii)

KENTUCKY BANKING CENTERS, INC., a Kentucky banking corporation with its

principal executive offices located at 1530 South Green Street, Glasgow,

Kentucky 42141 ("Bank"); and (iii) CITIZENS FIRST CORPORATION, a Kentucky

corporation with its principal executive offices located at 1065 Ashley

Street, Bowling Green, Kentucky 42101 ("Citizens").



                                  PREAMBLE



         Farmers is the owner of all of the issued and outstanding shares of

capital stock (the "Shares") of Bank. Farmers desires to sell the Shares to

Citizens, and Citizens desires to purchase the Shares from Farmers, for the

consideration and on the terms and conditions set forth herein.



         NOW THEREFORE, in consideration of the premises and the mutual and

dependent covenants and undertakings contained in this Agreement, and for

other good and valuable consideration, the mutuality, receipt and

sufficiency of which is hereby acknowledged, and intending to be legally

bound, the parties hereby agree as follows:



                                  ARTICLE 1

                                 DEFINITIONS



         1.1. Certain Defined Terms. The words listed in this Article 1 when

              ---------------------

used and capitalized in this Agreement shall have the meanings set forth for

each by this Article 1. Certain other capitalized terms when used in this

Agreement shall have the meanings ascribed to them when first encountered

elsewhere in this Agreement:



                  (a) "Acquisition Proposal" shall mean with respect to Bank

any bona fide written proposal or offer from any Person relating to any (i)

direct or indirect acquisition or purchase of a business that constitutes

50% or more of the net revenues, net income or the Assets of Bank, (ii)

direct or indirect acquisition or purchase of equity securities of Bank

representing 50% or more of the combined voting power of Bank, (iii) any

tender offer or exchange offer that if consummated would result in any

Person beneficially owning equity securities of such Party representing 50%

or more of the combined voting power of Bank, or (iv) any merger,

consolidation, business combination, recapitalization, liquidation,

dissolution or similar transaction involving Bank, other than the

transactions contemplated by this Agreement.



                  (b) "Adverse Consequences" shall mean all Proceedings,

charges, claims, demands, injunctions, Orders, damages, dues, assessments,

expenditures, outlays, awards,





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penalties, fines, costs, interest, amounts paid in settlement, liabilities,

obligations, payments, premiums, taxes, liens, losses, reduction in value,

loss of use, injuries, expenses and fees of whatever nature, including

without limitation response, restoration, investigative, removal, remedial,

monitoring or inspection costs and court costs and reasonable attorneys'

fees and expenses.



                  (c) "Affiliate" means, as applied to any Person, (i) any

director, executive officer, or general partner of such Person, (ii) any

other Person directly or indirectly controlling, controlled by or under

common control with or by such Person or (iii) any other Person that

directly or indirectly owns or controls, whether beneficially or as a

trustee, guardian or other fiduciary, ten percent (10%) or more of the

equity capital of such Person. For purposes of this definition, "control"

(including the terms "controlling," "controlled by" and "under common

control with") shall mean the possession, directly or indirectly, of the

power to direct or cause the direction of the management and policies of a

Person, whether through the ownership of voting securities or by Contract or

otherwise.



                  (d) "Agreement" shall mean this Agreement and the

Schedules, Exhibits and other certificates or documents delivered pursuant

hereto.



                  (e) "Assets" of a Person shall mean all of the assets,

properties, businesses, and rights of such Person of every kind, nature,

character and description, whether real, personal or mixed, tangible or

intangible, accrued or contingent, or otherwise, wherever located.



                  (f) "Bankruptcy Event" shall mean, with respect to a

Person, if such Person shall (i) discontinue business, or cease doing

business for more than ten (10) days; (ii) make a general assignment for the

benefit of creditors; (iii) apply for or consent to the appointment of a

custodian, receiver, trustee or liquidator of all or a substantial part of

its assets; (iv) be adjudicated bankrupt or insolvent; (v) file a voluntary

petition in bankruptcy or file a petition or an answer seeking a

composition, reorganization or an arrangement with creditors or seek to take

advantage of any other Law (whether federal or state) relating to relief for

debtors, or admit (by answer, default or otherwise) the material allegations

of any petition filed against it in any bankruptcy, reorganization,

composition, insolvency or other Proceeding (whether federal or state)

relating to relief for debtors; (vi) suffer the filing of any involuntary

petition in any bankruptcy, reorganization, insolvency or other Proceeding

(whether federal or state), if the same is not dismissed within sixty (60)

days after the date of such filing; (vii) suffer or permit to continue any

judgment, decree or order entered by a court which assumes control of its

business or financial affairs or approves a petition seeking a

reorganization, composition or arrangement of its business or financial

affairs or any other judicial modification of the rights of any of its

creditors, or appoints a receiver, trustee or liquidator for it, or for all

or a substantial part of any of its businesses or assets or financial

affairs; (viii) be enjoined or restrained from conducting all or a material

part of any of its businesses as then conducted or as hereafter conducted

and the same is not dismissed and dissolved within thirty (30) days after

the entry thereof; (ix) not be paying its debts generally as they become

due; or (x) admit in writing its inability, or is unable, to pay its debts

generally as they become due.





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                  (g) "Benefit Plans" shall have the meaning assigned such

term in Section 3.18(a) hereof.



                  (h) "BHC Act" shall mean the federal Bank Holding Company

Act of 1956, as amended.



                  (i) "Bank Common Stock" shall mean the common stock,

$20,000 par value per share, of Bank.



                  (j) "Bank Financial Statements" shall have the meaning

assigned such term in Section 3.5 hereof.



                  (k) "Change in Control" shall mean (i) any merger,

consolidation, share exchange or other reorganization or recapitalization to

which a Party or any of its Subsidiaries is a party or subject, (ii) the

sale, lease or exchange following the date of this Agreement (either in one

(1) transaction or a series of transactions) of five percent (5%) or more of

the Assets of a Party or any of its Subsidiaries within a one (1) year

period, (iii) the issuance of equity interests in a Party or any of its

Subsidiaries following the date of this Agreement (either in one (1)

transaction or a series of transactions) which increases by five percent

(5%) or more the equity of a Party or any of its Subsidiaries or (iv) the

issuance of voting interests in a Party or any of its Subsidiaries following

the date of this Agreement (either in one (1) transaction or a series of

transactions) equal to five percent (5%) or more of the voting interests of

a Party or any of its Subsidiaries prior to such issuance.



                  (l) "Citizens Indemnified Persons" shall have the meaning

assigned such term in Section 9.2 hereof.



                  (m) "Claim Notice" shall have the meaning assigned such

term in Section 9.5 hereof.



                  (n) "Closing" shall mean the consummation of the

Contemplated Transactions and the satisfaction of all other conditions

precedent thereto as set forth hereinafter.



                  (o) "Closing Date" shall have the meaning assigned such

term in Section 2.3 hereof.



                  (p) "Code" shall mean the Internal Revenue Code of 1986,

as amended, or any successor thereto and all rulings and regulations issued

pursuant thereto or any successor thereto.



                  (q) "Consent" shall mean any consent, approval,

authorization, clearance, exemption, waiver or similar affirmation by any

Person pursuant to any Contract, Law, Order or Governmental Authorization.



                                     3



{PAGE}



                  (r) "Contemplated Transactions" shall mean all of the

transactions contemplated by this Agreement, apart from the Bank Merger,

including the sale of the Shares by Farmers to Citizens.



                  (s) "Contract" shall mean any legally binding written or

oral agreement, arrangement, authorization, commitment, contract, indenture,

instrument, lease, obligation, plan, practice, restriction, order, permit,

understanding or undertaking of any kind or character, or other document to

which any Person is a party or that is binding on any Person or its equity

capital, assets or business.



                  (t) "Covered Claim" shall have the meaning assigned such

term in Section 9.5 hereof.



                  (u) "Default" shall mean (i) any breach or violation of or

default under any Contract, (ii) any occurrence or event that with the

passage of time or the giving of notice or both would constitute a breach or

violation of or default under any Contract or (iii) any occurrence or event

that with or without the passage of time or the giving of notice would give

rise to a right to terminate, revoke, modify, cancel, amend, change the

current terms of, renegotiate, or to accelerate, increase or impose any

liability under, any Contract.



                  (v) "Disclosure Memorandum" shall mean the written

Memorandum entitled "Disclosure Memorandum" delivered to Citizens by Farmers

describing in reasonable detail the matters contained therein and, with

respect to each disclosure made therein, Farmers shall make reasonable

efforts to specifically reference each Section of this Agreement under which

such disclosure is being made.



                  (w) "Encumbrance" shall mean any claim, lien, security

interest (or other security arrangement), charge, equity, mortgage, pledge,

community property interest, condition, equitable interest, option, right of

first refusal, conditional sale agreement, default of title, hypothecation,

reservation, title retention or encumbrance of any nature whatsoever, other

than liens for Taxes accrued but not yet payable, and, as to real property,

such imperfections of title and encumbrances, if any, as do not materially

detract from the value or interfere with the present use or sale of any of

the real property of Bank.



                  (x) "Environment" means soil, land surface or subsurface

strata, surface waters (including navigable waters, ocean waters, streams,

ponds, drainage basins and wetlands), groundwaters, drinking water supply,

stream sediments, ambient air (including indoor air), plant and animal life

and any other environmental medium or natural resource.



                  (y) "Environmental Laws" means any Laws that require or

relate to: (a) advising appropriate authorities, employees and the public of

intended or actual releases of pollutants or Hazardous Materials, violations

of discharge limits or other prohibitions and of the commencements of

activities, such as resource extraction or construction, that could have

significant impact on the Environment; (b) preventing or reducing to

acceptable levels the release of pollutants or Hazardous Materials into the

Environment; (c) reducing the quantities,





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{PAGE}



preventing the release or minimizing the hazardous characteristics of wastes

that are generated; (d) assuring that products are designed, formulated,

packaged and used so that they do not present unreasonable risks to human

health or the Environment when used or disposed of; (e) protecting

resources, species or ecological amenities; (f) reducing to acceptable

levels the risks inherent in the transportation of Hazardous Materials or

other potentially harmful substances; (g) cleaning up pollutants that have

been released preventing the threat of release or paying the costs of such

clean up or prevention; or (h) making responsible parties pay private

parties, or groups of them, for damages done to their health or the

Environment, or permitting self-appointed representatives of the public

interest to recover for injuries done to public assets. "Environmental Laws"

shall include, without limitation, the Comprehensive Environmental Response

Compensation and Liability Act, as amended, Sections 42 U.S.C. 9601 et seq.

("CERCLA") or any successor law, and regulations and rules issued pursuant

thereto or any successor, and the Resource Conservation and Recovery Act, as

amended Sections 42 U.S.C. 6901 et seq. ("RCRA") or any successor law, and

regulations and rules issued pursuant thereto or any successor.



                  (z) "ERISA" shall mean the Employee Retirement Income

Security Act of 1974, as amended, or any successor thereto, and regulations

and rules issued pursuant thereto or any successor thereto.



                  (aa) "ERISA Affiliate" shall mean any trade or business,

whether or not incorporated, that together with the Person under

consideration would be deemed a "single employer" within the meaning of

Section 4001(b) of ERISA.



                  (bb) "ERISA Plan" shall mean any Benefit Plan which is an

"employee pension benefit plan" as defined in Section 3(2) of ERISA.



                  (cc) "Exhibits" shall mean the exhibits so marked and

attached to this Agreement, which Exhibits are hereby incorporated herein by

reference and made a part hereof.



                  (dd) "Farmers" shall mean Farmers Capital Bank

Corporation, a Kentucky corporation.



                  (ee) "Farmers Indemnified Persons" shall have the meaning

assigned such term in Section 9.3 hereof.



                  (ff) "FDIC" shall mean the Federal Deposit Insurance

Corporation.



                  (gg) "FRB" shall mean the Board of Governors of the

Federal Reserve System.



                  (hh) "Funded Debt" shall mean, at any date, all

indebtedness for borrowed money issued, incurred, assumed or guaranteed of

or by a Person which would, in accordance with GAAP, be classified as funded

indebtedness, but in any event "Funded Debt" shall include all indebtedness

for borrowed money, whether secured or unsecured. However, notwithstanding

the foregoing, "Funded Debt" shall not include, with respect to the subject

Person, any liability or obligation of the subject Person incurred in the

Ordinary Course of the subject Person's banking or trust business with

respect to (i) any deposits held by the subject Person or funds





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collected by the subject Person; (ii) any banker's acceptance or letter of

credit issued by the subject Person; (iii) any check, note, certificate of

deposit, money order, traveler's check, draft or bill of exchange accepted

or endorsed by the subject Person; (iv) any lease of real or personal

property, purchase money security agreement or similar instrument not

involving an obligation of the subject Person for borrowed money other than

purchase money indebtedness; (v) any guarantee or similar obligation

incurred by the subject Person in such circumstances as are incidental or

usual in carrying on the banking or trust business; (vi) any transaction in

the nature of an extension of credit, whether in the form of a commitment or

otherwise, undertaken by the subject Person for the account of a third party

after the application by the subject Person of the same banking

considerations and legal lending limits that would otherwise be applicable

if the transaction were a loan to such party; (vii) any transaction in which

the subject Person acts solely in a fiduciary or agency capacity; and (viii)

FHLB borrowings and Federal Funds transactions in the Ordinary Course of

Business.



                  (ii) "GAAP" shall mean generally accepted accounting

principles applicable to banks and bank holding companies as set forth in

the opinions and pronouncements of the Accounting Principles Board and the

American Institute of Certified Public Accountants, in statements and

pronouncements of the Financial Accounting Standards Board, or in such other

statements by such other Person as may be approved by a significant segment

of the accounting profession, in each case which are applicable to the

circumstances as of the date of determination.



                  (jj) "Governmental Authorization" shall mean any approval,

Consent, license, permit, waiver, or other authorization issued, granted,

given or otherwise made available by or under the authority of any

Governmental Body or pursuant to any Law.



                  (kk) "Governmental Body" shall mean any: (a) nation,

state, county, city, town, village, district or other jurisdiction of any

nature; (b) federal, state, local, municipal, foreign or other government;

(c) governmental or quasi-governmental authority of any nature (including

any self-regulatory organization, governmental agency, branch, department,

official or entity and any court or other tribunal); (d) multi-national

organization or body; or (e) body exercising, or entitled to exercise, any

administrative, executive, judicial, legislative, police, regulatory or

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