74 EXHIBIT 2.4 FIRST AMENDMENT TO ACQUISITION AGREEMENT THIS FIRST AMENDMENT TO ACQUISITION AGREEMENT ("Amendment") is made and entered into effective as of February 10, 1998 between CHASWIL UNITED CORP., an Ohio corporation with principal offices c/o...

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                                                           EXHIBIT 2.4

             FIRST AMENDMENT TO ACQUISITION AGREEMENT


          THIS  FIRST  AMENDMENT  TO ACQUISITION AGREEMENT ("Amendment") is
made and  entered  into effective as  of  February 10, 1998 between CHASWIL
UNITED CORP., an Ohio corporation with principal offices c/o United Liberty
Life  Insurance Company, Xxxxx 000, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx
00000  ("CHASWIL")   and  CITIZENS   FINANCIAL   CORPORATION,  a   Kentucky
corporation with principal offices at Suite 300,  00000  Xxxxxxxxxxx  Xxxx,
Xxxxxxxxxx, Xxxxxxxx 00000 ("CITIZENS").

          The  parties  hereto are the parties to an Acquisition Agreement,
dated  as  of December 12, 1997 (the "Acquisition Agreement," defined terms
in which shall have the same meanings when  used herein).  The parties have
agreed to amend SECTION 11.1 (F) of the Acquisition Agreement to extend the
time limitation set forth therein.

          NOW,  THEREFORE,  in  consideration  of the  foregoing  premises,
the  representations,  warranties  and  agreements   herein   contained  in
the  Acquisition   Agreement  and  other  good  and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,  the  parties
hereto agree as follows:

     1.  AMENDMENT. SECTION 11.1(f) of the Acquisition Agreement is amended
to read in its entirety as follows:

        "(f)  by Citizens, at any time not later than 5:00 PM, ET, March 2,
1998, if it determines that the Purchase Price is excessive in relation  to
its  evaluation  of the value of United, based upon Citizens' investigation
pursuant to the provisions of this Agreement; or"

     2.  ACQUISITION  AGREEMENT  OTHERWISE UNCHANGED AND IN EFFECT.  Except
as amended hereby, the Acquisition Agreement is unchanged;  and  as amended
hereby, it remains in full force and effect.

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     IN  WITNESS  WHEREOF,  this  Amendment  has  been  duly  executed  and
delivered  by  the  duly  authorized  officers  of  Chaswil  and  Citizens,
effective as of the date first written above.

                                         CHASWIL UNITED CORP.



                                         By_________________________________
                                          Name: ___________________________
                                          Title: __________________________


                                         CITIZENS FINANCIAL CORPORATION



                                         By_________________________________
                                          Lane X. Xxxxxxx
                                          Executive Vice President