cfbagreement.htm


    Exhibit
      10.1

    
 

    


     

     

     

    
 

    


    


    


    AGREEMENT
      OF MERGER

    


    


    


    


    DATED
      AS OF OCTOBER 24, 2007

    


    among

    


    


    PREMIER
      FINANCIAL BANCORP, INC.

    


    and

    


    CITIZENS
      FIRST BANK, INC.

    


    and

    


    CFB
      INTERIM BANK, INC.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
              

        
        

      

      
        
        

        
        

      

      
        
        

        Exhibit
          10.1 - continued

      

    


    TABLE
      OF CONTENTS

    


    
      
        	 	 	Page
	Section 1.	 Merger	 
	 	 	 
	
                1.1

              	
                General
                  Effect of Merger; Assets

              	
                2

              
	
                1.2

              	
                Liabilities
                  of Surviving Bank

              	
                2

              
	
                1.3

              	
                Name,
                  Directors and Officers of Surviving Bank

              	
                2

              
	
                1.4

              	
                Offices,
                  Policies of Surviving Bank

              	
                3

              
	
                1.5

              	
                Capital
                  Structure of Surviving Bank

              	
                3

              
	
                1.6

              	
                Change
                  in Method of Effecting Acquisition

              	
                3

              
	 	 	 
	 	 	 
	 Section
                2.	 Conversion,
                Exchange and Cancellation of Shares	 
	 	 	 


      

      	
            


    

    
      
        	
                2.1

              	
                General

              	
                4

              
	
                2.2

              	
                Stock
                  Consideration and Cash Consideration

              	
                4

              
	
                2.3

              	
                Manner
                  of Exchange

              	
                4

              
	
                2.4

              	
                Fractional
                  Shares

              	
                5

              
	
                2.5

              	
                Lost
                  Certificates

              	
                5

              
	 	 	 
	 	 	 
	 Section
                3.	 Representations,
                Warrantis and Covenants of Premier	 
	 	 	 


      

    

    
      
        	
                3.1

              	
                Organization,
                  Standing and Authority

              	
                6

              
	
                3.2

              	
                Capital
                  Structure

              	
                6

              
	
                3.3

              	
                Premier
                  Subsidiaries

              	
                6

              
	
                3.4

              	
                Authority

              	
                7

              
	
                3.5

              	
                Premier
                  Financial Statements

              	
                8

              
	
                3.6

              	
                Allowance
                  for Possible Loan Losses

              	
                8

              
	
                3.7

              	
                Accuracy
                  of Annual Reports

              	
                8

              
	
                3.8

              	
                Absence
                  of Undisclosed Liabilities

              	
                8

              
	
                3.9

              	
                Tax
                  Matters

              	
                9

              
	
                3.10

              	
                Loans

              	
                9

              
	
                3.11

              	
                Properties

              	
                10

              
	
                3.12

              	
                Compliance
                  with Laws

              	
                10

              
	
                3.13

              	
                Employee
                  Benefit Plans

              	
                10

              
	
                3.14

              	
                Commitments
                  and Contracts

              	
                11

              
	
                3.15

              	
                Labor

              	
                11

              
	
                3.16

              	
                Material
                  Contracts Furnished

              	
                12

              
	
                3.17

              	
                Material
                  Contracts

              	
                12

              
	
                3.18

              	
                Material
                  Contract Defaults

              	
                12

              
	
                3.19

              	
                Legal
                  Proceedings

              	
                12

              
	
                3.20

              	
                Absence
                  of Certain Changes or Events

              	
                12

              
	
                3.21

              	
                Reports

              	
                13

              
	
                3.22

              	
                Investments

              	13


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Exhibit
            10.1 - continued

        

      

       

      
        	
                3.23

              	
                Securities
                  Portfolio

              	
                13

              
	
                3.24

              	
                Environmental
                  Matters

              	
                13

              
	
                3.25

              	
                Accuracy
                  of Proxy Statement

              	
                13

              
	
                3.26

              	
                Interim
                  Bank Formation; Adoption Agreement

              	
                14

              
	
                3.27

              	
                Filing
                  of Application to Merge

              	
                14

              
	
                3.28

              	
                Best
                  Efforts

              	
                14

              
	
                3.29

              	
                Conduct
                  of Business - Acquisitions

              	
                14

              
	
                3.30

              	
                Conduct
                  of Business - Affirmative Covenants of Premier

              	
                14

              


      

    

    
      
        	 	 	 
	 	 	 
	 Section
                4.	 Representations,
                Warranties and Covenants of Bank	 
	 	 	 
	
                4.1

              	
                Organization,
                  Standing and Authority

              	
                16

              
	
                4.2

              	
                Capital
                  Structure

              	
                16

              
	
                4.3

              	
                No
                  Subsidiaries

              	
                16

              
	
                4.4

              	
                Authority

              	
                16

              
	
                4.5

              	
                Bank
                  Financial Statements

              	
                16

              
	
                4.6

              	
                Accuracy
                  of Annual Reports

              	
                17

              
	
                4.7

              	
                Allowance
                  for Possible Loan Losses

              	
                17

              
	
                4.8

              	
                Absence
                  of Undisclosed Liabilities

              	
                17

              
	
                4.9

              	
                Tax
                  Matters

              	
                18

              
	
                4.10

              	
                Loans

              	
                18

              
	
                4.11

              	
                Properties

              	
                18

              
	
                4.12

              	
                Compliance
                  with Laws

              	
                19

              
	
                4.13

              	
                Employee
                  Benefit Plans

              	
                19

              
	
                4.14

              	
                Commitments
                  and Contracts

              	
                20

              
	
                4.15

              	
                Labor

              	
                20

              
	
                4.16

              	
                Material
                  Contracts Furnished

              	
                20

              
	
                4.17

              	
                Material
                  Contracts

              	
                20

              
	
                4.18

              	
                Material
                  Contract Defaults

              	
                21

              
	
                4.19

              	
                Legal
                  Proceedings

              	
                21

              
	
                4.20

              	
                Absence
                  of Certain Changes or Events

              	
                21

              
	
                4.21

              	
                Reports

              	
                21

              
	
                4.22

              	
                Accuracy
                  of Proxy Statement

              	
                22

              
	
                4.23

              	
                Investments

              	
                22

              
	
                4.24

              	
                Securities
                  Portfolio

              	
                22

              
	
                4.25

              	
                Environmental
                  Matters

              	
                22

              
	
                4.26

              	
                Best
                  Efforts

              	
                22

              
	
                4.27

              	
                Conduct
                  of Business – Negative Covenants of Bank

              	
                22

              
	
                4.28

              	
                Conduct
                  of Business – Affirmative Covenants of Bank

              	
                24

              
	 	 	 
	 	 	 
	 Section
                5.	 Indemnification
                and Confidentiality	 
	 	 	 


      

    

    
      
        	
                5.1

              	
                Access
                  and Information

              	
                26

              
	
                5.2

              	
                Furnishing
                  Information and Indemnification

              	
                26

              
	
                5.3

              	
                Confidentiality

              	
                27

              
	
                5.4

              	
                Updates
                  to Information

              	
                27

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Exhibit
            10.1 - continued

        

      

      


      
        	 	 	 
	 Section
                6.	 Conditions
                Precedent	 
	 	 	 


      

    

    
      
        	
                (a)

              	
                Governmental
                  Approvals

              	
                28

              
	
                (b)

              	
                Shareholder
                  Approval

              	
                28

              
	
                (c)

              	
                Registration
                  Statement

              	
                28

              
	
                (d)

              	
                Affiliates

              	
                28

              
	
                (e)

              	
                No
                  Divestiture or Adverse Condition

              	
                29

              
	
                (f)

              	
                Accuracy
                  of Representations and Warranties; Performance of Obligations and
                  Covenants - Premier

              	
                29

              
	
                (g)

              	
                Accuracy
                  of Representations and Warranties; Performance of Obligations and
                  Covenants – Bank

              	
                29

              
	
                (h)

              	
                Opinion
                  of Counsel for Bank

              	
                29

              
	
                (i)

              	
                Opinion
                  of Counsel for Premier

              	
                30

              
	
                (j)

              	
                Less
                  than 20% Dissenters

              	
                32

              
	
                (k)

              	
                Tax
                  Ruling or Opinion Letter

              	
                32

              
	
                (l)

              	
                Absence
                  of Material Adverse Changes - Premier

              	
                32

              
	
                (m)

              	
                Absence
                  of Material Adverse Changes – Bank

              	
                33

              


      

       

    

    
      
        	 	 	 
	 Section
                7.	 Closing
                Date and Effective Time	 
	 	 	 
	
                7.1

              	
                Closing
                  Date

              	
                34

              
	
                7.2

              	
                Effective
                  Time

              	
                34

              


      

    

    
      
        	 	 	 
	 	 	 
	 Section
                8.	 Termination
                of Agreement	 
	 	 	 
	
                8.1

              	
                Grounds
                  for Termination

              	
                35

              
	
                8.2

              	
                Effect
                  of Termination

              	
                35

              
	
                8.3

              	
                Lost
                  Opportunity Costs

              	
                35

              
	
                8.4

              	
                Return
                  of Information

              	
                37

              


      

    

    
      	 	 	 
	 	 	 
	 Section
              9.	 Waiver
              and Amendment	38
	 	 	 
	 	 	 
	 Section
              10.	 Meeting
              of Shareholders of Bank	39
	 	 	 
	 	 	 
	 Section
              11.	 Rights
              of Dissenting Shareholders	40
	 	 	 
	 	 	 
	 Section
              12.	 Indemnification	 
	 	 	 
	
              12.1

            	
              Indemnification

            	
              41

            
	
              12.2

            	
              Insurance

            	
              41

            
	
              12.3

            	
              Consolidation
                or Merger

            	
              41

            


    

    
      	
              12.4

            	
              Survival

            	
              41

            


    

    
      	 	 	 
	 	 	 
	 Section
              13.	 Operations
              after the Closing Date	 
	 	 	 
	
              13.1

            	
              Employees
                of the Bank

            	
              42

            
	
              13.2

            	
              Severance

            	
              42

            
	
              13.3

            	
              Survival

            	
              42

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

    

     

    
      
        	 	 	 
	 Section
                14.	 Miscellaneous	 
	 	 	 
	
                14.1

              	
                Public
                  Announcements

              	
                43

              
	
                14.2

              	
                Brokers
                  and Finders

              	
                43

              
	
                14.3

              	
                Disclosed
                  In Writing

              	
                43

              
	
                14.4

              	
                Entire
                  Agreement

              	
                43

              
	
                14.5

              	
                Counterparts

              	
                43

              
	
                14.6

              	
                Invalid
                  Provisions

              	
                43

              
	
                14.7

              	
                Notices

              	
                43

              
	
                14.8

              	
                Headings

              	
                44

              
	
                14.9

              	
                Expenses

              	
                44

              
	
                14.10

              	
                Governing
                  Law

              	
                44

              
	
                14.11

              	
                No
                  Assignment

              	
                44

              
	
                14.12

              	
                Effectiveness
                  of Agreement

              	
                44

              
	
                14.13

              	
                Further
                  Acts

              	
                45

              
	
                14.14

              	
                Representations
                  and Warranties Not to Survive

              	
                45

              
	
                14.15

              	
                Individual
                  Directors

              	
                45

              


      



      
        
            

          
          

        

        
          
          

          
            

          

        

        
          
          

          Exhibit
            10.1 - continued

        

      



    AGREEMENT
      OF MERGER

     

     

    THIS
      AGREEMENT OF MERGER (hereinafter
      sometimes referred to as the "Agreement"), made and entered into as of the
      24th
      day of October, 2007, by and between PREMIER FINANCIAL BANCORP INC. ("Premier")
      and CITIZENS FIRST BANK, INC. ("Bank"), and its directors, or a majority of
      them;

    


    W
      I T N E S S E T H:

     

    WHEREAS,
      Premier is a corporation duly
      organized and validly existing under the laws of the Commonwealth of Kentucky
      and a registered bank holding company, with its principal office and place
      of
      business located in the City of Huntington, County of Cabell and State of West
      Virginia, with authorized capital stock consisting of 10,000,000 common shares,
      no par value per share ("Premier Common Stock"), of which 5,236,899 shares
      are
      currently outstanding and 1,000,000 preferred shares, no par value per share,
      none of which are currently outstanding ("Premier Preferred Stock");
      and

     

        WHEREAS,
      Bank
      is a state banking corporation, duly organized and validly existing under the
      laws of the State of West Virginia, with its principal office and place of
      business located in Ravenswood, County of Jackson, State of West Virginia,
      with
      capital accounts as of December 31, 2006 consisting of authorized capital stock
      of $750,000 divided into 750,000 authorized shares of common stock, of which
      400,000 shares are currently outstanding, having a par value of $1 per share
      ("Bank Common Stock"), surplus of $3,600,000 and retained earnings of
      $1,589,000; and

    


    WHEREAS,
      Premier and Bank have agreed
      to the merger of Bank with and into a wholly-owned subsidiary of Premier, to
      be
      organized under the laws of the State of West Virginia, so that upon
      consummation of the merger Bank will be a wholly-owned subsidiary of Premier;
      and

    


    WHEREAS,
      the Board of Directors of
      Premier has approved this agreement and has authorized the execution hereof
      in
      counterparts; and

    


    WHEREAS,
      the Board of Directors of Bank
      has approved this agreement, authorized the execution hereof in counterparts,
      and directed that it be submitted to its shareholders for approval, ratification
      and confirmation; and

    


    WHEREAS,
      Premier has agreed to cause a
      new West Virginia corporation to be organized which shall be named CFB Interim
      Bank, Inc. ("Interim Bank"), with its principal office and place of business
      to
      be located in Ravenswood, County of Jackson, State of West Virginia, and all
      shares of its capital stock to be owned by Premier; and

    


    WHEREAS,
      Premier has agreed to cause
      Interim Bank to approve this Agreement and authorize the execution of an
      Adoption Agreement substantially in the form attached hereto as "Exhibit A"
      which is incorporated herein by reference.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    NOW,
      THEREFORE, in consideration of the
      foregoing premises, which are not mere recitals but an integral part hereof,
      and
      in consideration of the mutual agreements hereinafter set forth, the parties
      hereto agree as follows:

    


    Section
      1.   Merger

     

        1.1      
      General Effect of Merger; Assets.  At the Effective Time
      (hereinafter defined in Section 7.2) and subject to the terms and conditions
      hereof and of the attendant Plan of Merger ("Plan of Merger") attached hereto
      as
      "Exhibit B", Bank shall merge with and into Interim Bank (the "Merger") under
      the charter of Interim Bank pursuant to the provisions of and with the effect
      provided in the West Virginia Business Corporation Act, Chapter
      31D.  Interim Bank shall be (and is hereinafter called when reference
      is made to it at and after the consummation of the Merger) the Surviving Bank
      and shall take the name and title of "Citizens First Bank, Inc.".  At
      the Effective Time of the Merger, the corporate existence of Bank shall, as
      provided in the West Virginia Business Corporation Act, Chapter 31D, Article
      11
      of the West Virginia Code, be merged with and into Interim Bank and continued
      in
      the Surviving Bank and the separate existence of Bank shall
      cease.  The Surviving Bank shall thereupon and thereafter possess all
      of the rights, privileges, immunities and franchises, of a public as well as
      of
      a private nature, of the Interim Bank and Bank; and all property, real, personal
      and mixed, and all debts due on whatever account, including subscriptions to
      shares, if any, and all other choses in action, and all and every other interest
      of or belonging to or due to the Interim Bank and Bank, and each of them, shall
      be deemed to be transferred to and vested in the Surviving Bank without further
      act or deed; and the title to any real estate, or any interest therein, vested
      in the Interim Bank and Bank and each of them, before the Merger, shall not
      revert or in any way be impaired by reason of the Merger.

     

    1.2     Liabilities
      of Surviving Bank.  From and after the Effective Time of the
      Merger, the Surviving Bank shall be liable for all liabilities of Bank and
      Interim Bank and all deposits, debts, liabilities, obligations and contracts
      of
      Bank and Interim Bank, respectively, matured or unmatured, whether accrued,
      absolute, contingent or otherwise, and whether or not reflected or reserved
      against on balance sheets, books of account or records of Bank or Interim Bank,
      as the case may be, shall be those of and are hereby expressly assumed by the
      Surviving Bank and shall not be released or impaired by the Merger, and all
      rights of creditors and other obligees and all liens on property of either
      Bank
      or Interim Bank shall be preserved unimpaired, and the Surviving Bank shall
      have
      all rights and shall be liable for all obligations of Bank under all employee
      benefit plans and arrangements of Bank and such plans and related trusts shall
      continue in effect without any interruption or termination unless and until
      changed as therein or by law provided or permitted or as mutually agreed to
      by
      the parties hereto.

     

    1.3     Name,
      Directors and Officers of Surviving Bank.  From and after the
      Effective Time, the name of the Surviving Bank shall be "Citizens First Bank,
      Inc.".  The Articles of Incorporation and the By-laws of Interim Bank
      in effect immediately prior to the Effective Time (which shall be substantially
      the same as the Articles of Incorporation and By-laws of Bank) shall be the
      Articles of Incorporation and By-laws of the Surviving Bank until changed as
      therein or by law provided.  The directors and officers of the
      Surviving Bank at the Effective Time shall be those persons who are directors
      and officers respectively of Bank immediately before the Effective
      Time.  The committees of the Board of Directors of the Surviving Bank
      at the Effective Time shall be the same as and shall be composed of the same
      persons who are serving on committees appointed by the Board of Directors of
      Bank as they exist immediately before the Effective Time.  The
      committees of officers of the Surviving Bank at the Effective Time shall be
      the
      same as and shall be composed of the same officers who are serving on the
      committees of officers of Bank as they exist immediately before the Effective
      Time.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    1.4     Offices,
      Policies of Surviving Bank.  From and after the Effective Time,
      the business and location of the Surviving Bank shall be the same as that of
      Bank.  Unless contrary to law, all corporate acts, plans, policies,
      applications, agreements, loan commitments, orders, registrations, licenses,
      approvals and authorizations of Bank and Interim Bank, their respective
      shareholders, boards of directors, committees elected or appointed by their
      boards of directors, officers and agents, which were valid and effective
      immediately before the Effective Time shall be taken for all purposes at and
      after the Effective Time as the acts, plans, policies, applications, agreements,
      orders, registrations, licenses, approvals, and authorizations of Surviving
      Bank
      and shall be effective and binding thereon as the same were with respect to
      Bank
      and Interim Bank immediately before the Effective Time.

     

    1.5     Capital
      Structure of Surviving Bank.  The capital structure of the
      Surviving Bank shall be the same as the capital structure of Interim
      Bank.

     

    1.6     Change
      in
      Method of Effecting Acquisition.  Premier may at any time prior to
      the Effective Time change the method of effecting the combination with Bank
      (including, without limitation, the provisions of this Section 1 if and to
      the
      extent it deems such change to be necessary, appropriate or desirable; however,
      that no such change shall (i) cause the approval of the stockholders of Premier
      to be required as a condition to the Merger, (ii) alter or change the amount
      or
      kind of Merger Consideration (as hereinafter defined), or the relative
      proportions of cash and Premier Common Stock included therein, (iii) adversely
      affect the tax treatment of Bank's stockholders as a result of receiving the
      Merger Consideration or (iv) materially impede or delay consummation of the
      transactions contemplated by this Agreement; and provided further, that Premier
      shall provide Bank prior written notice of such change and the reasons
      therefore.

    

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

          Exhibit
            10.1 - continued

        

      

    

     

    Section
      2.   Conversion, Exchange and Cancellation of
      Shares

     

    2.1     General.  The
      manner of converting and exchanging Bank Common Stock, all of which is
      represented by outstanding share certificates, into Premier Common Stock and
      cash shall be as hereinafter provided in this Section 2.

    


    2.2     Stock
      Consideration and Cash Consideration.

     

    (a)      Each
      holder of a share of Bank Common Stock (other than those shares of Bank Common
      Stock for which appraisal rights have been perfected pursuant to the West
      Virginia Business Corporation Act), shall receive in respect thereof, subject
      to
      the limitations set forth in this Agreement, (i) 1.20 shares of Premier Common
      Stock (the "Stock Consideration") and (ii) an amount of cash without interest
      to
      be determined as follows (the "Cash Consideration").  The Cash
      Consideration and the Stock Consideration are sometimes referred to herein
      collectively as the "Merger Consideration."   The Cash
      Consideration is based upon each share of Bank Common Stock being entitled
      to
      receive up to $29.25 in Merger Consideration per share with the Stock
      Consideration being fixed at 1.20 shares of Premier Common Stock.  The
      actual amount of Cash Consideration will be determined by taking the
      volume-weighted average of the closing price of Premier Common Stock for the
      five (5) trading days ending with the fifth business day before the Effective
      Time multiplied by 1.20 (the “Stock Consideration Amount”) and subtracting that
      sum from $29.25.  The difference shall be the Cash Consideration; in
      no event, however, shall the Cash Consideration exceed $13.25 per
      share.  Attached hereto as Exhibit “C” is a chart showing the Cash
      Consideration relative to various assumed Stock Consideration
      Amounts.

     

    (b)      Outstanding
      Premier Stock.  Each share of Premier Common Stock issued and
      outstanding immediately prior to the Effective Time shall remain issued and
      outstanding and unaffected by the Merger.

     

    (c)      Treasury
      Shares.  Each share of Bank Common Stock held as Treasury Stock
      immediately prior to the Effective Time shall be canceled and retired at the
      Effective Time and no consideration shall be issued in exchange
      therefore.

     

    (d)      Merger
      Sub.  Each share of capital stock of Interim Bank issued and
      outstanding immediately prior to the Effective Time shall remain outstanding
      and
      unaffected by the Merger, and no consideration shall be issued in exchange
      therefor.

     

    2.3      Manner
      of Exchange.   After the Effective Time of the Merger, except
      for persons exercising their rights as dissenting shareholders of Bank, each
      holder of a certificate theretofore evidencing outstanding shares of Bank Common
      Stock, upon surrender of such certificate, accompanied by a Letter of
      Transmittal, to Premier shall be entitled to receive in exchange therefor a
      certificate or certificates representing the number of full shares of Premier
      Common Stock for which shares of Bank Common Stock theretofore represented
      by
      the certificate or certificates so surrendered shall have been exchanged as
      provided in this Section 2, plus cash as provided in Section 2.2(a), without
      interest.  Until so surrendered, each outstanding certificate which,
      prior to the Effective Time of the Merger, represented Bank Common Stock will
      be
      deemed to evidence the right to receive the Cash Consideration (without
      interest) plus the number of full shares of Premier Common Stock into which
      the
      shares of Bank Common Stock represented thereby may be converted, and will
      be
      deemed for all corporate purposes of Premier to evidence ownership of the number
      of full shares of Premier Common Stock and Cash Consideration into which the
      shares of Bank Common Stock represented thereby were converted.  Until
      such outstanding certificates formerly representing Bank Common Stock are
      surrendered, no dividend payable to holders of record of Premier Common Stock
      for any period as of any date subsequent to the Effective Time of the Merger
      shall be paid to the holder of such outstanding certificates in respect thereof
      and no interest will be paid on the Cash Consideration.  After the
      Effective Time of the Merger there shall be no further registry of transfers
      on
      the records of Bank of shares of Bank Common Stock.  Upon surrender of
      certificates of Bank Common Stock for exchange for Premier Common Stock, there
      shall be paid to the record holder of the certificates of Premier Common Stock
      issued in exchange therefor (i) the Cash Consideration, (ii) the amount of
      dividends theretofore paid with respect to such full shares of Premier Common
      Stock as of any date subsequent to the Effective Time of the Merger which have
      not yet been paid to a public official pursuant to abandoned property laws
      and
      (iii) at the appropriate payment date the amount of dividends with a record
      date
      after the Effective Time of the Merger, but prior to surrender and a payment
      date subsequent to surrender.  No interest shall be payable with
      respect to such dividends or Cash Consideration upon surrender of outstanding
      certificates.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    2.4      Fractional
      Shares.  Premier will not issue fractional shares or fractional
      share certificates, but in lieu of the issuance of fractional shares will pay
      cash, without interest, to any Bank shareholder otherwise entitled to receive
      such fractional shares.  The amount of such cash payment will be
      determined by multiplying the fractional share interest to which a Bank
      shareholder would otherwise be entitled by the volume-weighted average of the
      closing price of Premier Common Stock for the five trading days ending with
      the
      fifth business day before the Effective Time.  Payment for fractional
      shares will be made with respect to each shareholder at the time such
      shareholder's certificates of Bank Common Stock are exchanged.

     

    2.5      Lost
      Certificates.  If a certificate evidencing outstanding shares of
      Bank Common Stock is lost, stolen or destroyed, the registered owner thereof
      shall be entitled to receive the Premier  certificate and cash,
      without interest, to which he would otherwise be entitled on exchange of such
      certificate, by notifying Premier in writing of such lost, stolen or destroyed
      certificate and giving Premier evidence of loss and a bond sufficient to
      indemnify Premier against any claim that may be made against it on account
      of
      the alleged lost, stolen and destroyed certificate and the issuance of the
      certificate and cash.


    
      
        
        

        
        

      

      
        5

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

    

     

    Section
      3.   Representations, Warranties and Covenants of
      Premier

    


    Except
      as disclosed in writing, Premier
      hereby represents and warrants to and covenants with Bank that:

     

    3.1      Organization,
      Standing and Authority.  Premier  is a corporation duly
      organized, validly existing and in good standing under the laws of the
      Commonwealth of Kentucky, and is a duly registered bank holding company under
      the provisions of the Bank Holding Company Act of 1956, as
      amended.  Premier has the corporate power to execute and deliver this
      Agreement, and has taken all action required by law, its Articles of
      Incorporation, its By-laws or otherwise, to authorize such execution and
      delivery, the Merger and the consummation of the transactions contemplated
      hereby, and this Agreement is a valid and binding agreement of Premier in
      accordance with its terms.  No action of Premier 's shareholders is or
      will be required to approve this Agreement or the Merger.  At the
      Effective Time, Premier will have corporate power to carry on its business
      as
      then to be conducted and will be qualified to do business in every jurisdiction
      in which the character and location of the assets to be owned by it or the
      nature of the business to be transacted by it require
      qualification.

     

    3.2      Capital
      Structure.  The authorized capital stock of Premier consists of
      10,000,000 shares of Premier Common Stock, of which 5,236,899 shares are
      currently issued and outstanding and 1,000,000 shares of Premier Preferred
      Stock, none of which are currently issued and outstanding.  All of
      such shares are fully paid and non-assessable.  Premier does not have
      any other shares of Premier Common Stock or Premier Preferred Stock or any
      other
      capital stock issued or outstanding.  Premier does not have any
      outstanding subscriptions, options or other agreements or commitments obligating
      it to issue shares of its capital stock except that Premier has reserved 511,000
      shares of Premier Common Stock to be issued upon the exercise of stock options
      granted to certain Premier employees.  As of June 30, 2007 156,248
      option grants were outstanding, of which 85,764 were immediately
      exercisable.  Neither the holders of Premier Common Stock or Premier
      Preferred Stock have any preemptive rights with respect to the issuance of
      additional authorized shares of Premier Common Stock.  Nothing in this
      Agreement shall prohibit or impair the ability and right of Premier to increase
      its authorized capital stock, or issue or agree to commit to issue additional
      shares of its capital stock, and any increase in authorized capital stock,
      or
      issuance, or agreement or commitment to issue, additional shares of Premier
      Common Stock (other than an issuance, or agreement or commitment to issue,
      resulting from a stock dividend, stock split, or reverse stock split) shall
      not
      alter or affect the Merger Consideration set forth in Section 2.2
      hereof.

     

    3.3      Premier
      Subsidiaries.  At the date of this Agreement, Premier has five (5)
      state bank subsidiaries, and one (1) non-banking/non-holding company subsidiary,
      as follows:

    


    (a)       Premier
      State Banks:

    


             
Citizens
      Deposit Bank and Trust,
      Inc.;

     Farmers
      Deposit Bank, Eminence,
      Kentucky;

     Ohio
      River Bank,
      Inc.;

     First
      Central Bank, Inc.;
      and

     Boone
      County Bank,
      Inc.

    


    hereinafter
      referred to as "Premier State Banks".

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    (b)       Premier
      has one (1) non-bank/non-bank holding company subsidiary:

    


     Mt.
      Vernon Financial Holdings,
      Inc.

    


    hereinafter
      referred to as the “Premier Non-Bank Subsidiary”.

    


    The
      Premier State Banks and Premier
      Non-Bank Subsidiary are hereinafter jointly referred to as the “Premier
      Subsidiaries”.

    


    Except
      for the Premier State Banks and
      Premier Non-Bank Subsidiary, Premier has no subsidiaries.

     

    Each
      of the Premier State Banks is a
      banking corporation, duly organized, validly existing under the laws of either
      the State of West Virginia or Ohio, or the Commonwealth of Kentucky, and has
      the
      corporate power and is duly authorized to own all of its properties and assets
      and to carry on its business as is now being conducted.  The Premier
      Non-Bank Subsidiary is a corporation, validly existing under the laws of the
      Commonwealth of Kentucky, and has the corporate power and is duly authorized
      to
      own all of its properties and assets and to carry on its business as is now
      being conducted.  Premier owns all of the issued and outstanding
      capital stock of each of the Premier Subsidiaries, free and clear of any liens,
      claims, security interest, encumbrances, charges or rights of third parties
      of
      any kind whatsoever, except that (i) all Premier’s 100% interest in Boone County
      Bank is pledged as collateral for a $7,000,000 loan from First Guaranty Bank
      of
      Hammond, Louisiana and (ii) all of Premier’s 100% interest in Farmers Deposit
      Bank and Citizens Deposit Bank are pledged as collateral for a $6,500,000 loan
      from The Bankers’ Bank of Kentucky, Inc. of Frankfort, Kentucky.

     

    Nothing
      in this Agreement shall
      prohibit or impair the ability and right of Premier or any Premier Subsidiary
      to
      create or acquire, or agree to create or acquire, any other subsidiaries or
      entities or to acquire, consolidate or merge with any other company,
      corporation, bank or banking association, or to acquire or establish any branch
      prior to the Effective Time.

     

    3.4      Authority.  The
      execution and delivery of this Agreement do not, and the consummation of the
      Merger and transactions contemplated hereby will not, violate any provision
      of
      the Articles of Incorporation or By-laws of Premier, or any provision of, or
      result in the acceleration of any obligation under, any material mortgage,
      deed
      of trust, note, lien, lease, franchise, license, permit, agreement, instrument,
      order, arbitration award, judgment, injunction or decree, or result in the
      termination of any material license, franchise, lease, or permit to which
      Premier is a party or by which it is bound, and will not violate or conflict
      with any other material restriction of any kind or character to which Premier
      is
      subject.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    3.5      Premier
      Financial Statements.  Premier has delivered to Bank prior to the
      execution of this Agreement copies of the following financial statements of
      Premier (which, together with all future financial statements to be furnished
      are collectively referred to herein as the "Premier Financial Statements"):
      the
      audited Consolidated Balance Sheets of Premier as of December 31, 2006, December
      31, 2005 and December 31, 2004, and the related Consolidated Statements of
      Income, Consolidated Statements of Cash Flows and of Consolidated Statements
      of
      Changes in Shareholders' Equity for the years then ended, and the notes
      thereto.  The Premier Financial Statements (as of the dates thereof
      and for the periods covered thereby):

     

               (a)     are
      in accordance with the books and records of Premier, which are complete and
      correct in all material respects that are required by generally accepted
      accounting principles (except as otherwise required or approved by applicable
      regulatory authorities or by applicable law) and which have been maintained
      in
      accordance with good business practices; and

     

              
      (b)     present fairly, in all material respects, the
      financial position and results of operations and cash flows of Premier as of
      the
      dates and for the periods indicated, in accordance with generally accepted
      accounting principles (except as otherwise required or approved by applicable
      regulatory authorities or by applicable law), applied on a basis consistent
      with
      prior years, and do not fail to disclose any material extraordinary or
      out-of-period items.

     

    Premier’s
      unaudited Balance Sheet and
      the related unaudited Statement of Income and Statement of Changes in
      Stockholders’ Equity, for the calendar quarter ended June 30, 2007, and for each
      calendar quarter thereafter until the Effective Time, all of which Premier
      shall
      deliver to Bank as soon as practicable, will be prepared in accordance with
      accounting principals consistently applied and will fairly present Premier’s
      financial condition and results of operations as of such date and for such
      period, except for footnote disclosures, which generally do not include all
      of
      the disclosures normally required for annual financial statements.

     

    3.6      Allowance
      for Possible Loan Losses.  The allowance for possible loan losses
      shown on the Consolidated Balance Sheet of Premier as of December 31, 2006,
      has
      been established and are adequate in all material respects under the
      requirements of generally accepted accounting principles to provide for possible
      losses, net of recoveries relating to loans previously charged off, on loans
      outstanding (including accrued interest receivable) as of December 31,
      2006.

     

    3.7      Accuracy
      of Annual Reports.  The annual report of Premier to its
      shareholders for the years 2006, 2005 and 2004 heretofore delivered to Bank
      do
      not contain as of the dates thereof any untrue statement of material fact or
      omit to state any material fact necessary to make the statements therein not
      misleading.

     

    3.8      Absence
      of Undisclosed Liabilities.  At December 31, 2006, none of Premier
      or the Premier Subsidiaries had any obligation or liability (contingent or
      otherwise) which was material, or which when combined with all similar
      obligations or liabilities would have been material, to Premier (i) except
      as
      disclosed in the Premier Financial Statements or as disclosed to Bank in writing
      and (ii) except, in the case of any of the Premier Banks, for unfunded loan
      commitments made in the ordinary course of their respective businesses and
      consistent with generally accepted banking practices; nor does there exist
      a set
      of circumstances resulting from transactions effected or events occurring on
      or
      prior to December 31, 2006, or from any action omitted to be taken during such
      period that, to the knowledge of Premier, could reasonably be expected to result
      in any such material obligation or liability, except as previously disclosed
      to
      Bank in writing, or as disclosed or provided for in the Premier Financial
      Statements.  The amounts set up as liabilities for taxes in the
      Premier Financial Statements are sufficient for the payment of all respective
      taxes (including, without limitation, federal, state, local and foreign excise,
      franchise, property, payroll, income, capital stock and sales and use taxes)
      accrued in accordance with generally accepted accounting principles and unpaid
      at December 31, 2006.  Since December 31, 2006, none of Premier or the
      Premier Subsidiaries has incurred or paid any obligation or liability which
      would be material (on a consolidated basis) to Premier, except for obligations
      incurred or paid in connection with transactions by it in the ordinary course
      of
      its business consistent with generally accepted banking practices and except
      as
      disclosed herein.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    3.9      Tax
      Matters.

     

    (a)     All
      federal, state, local and foreign tax returns, (including, without limitation,
      estimated tax returns, withholding tax returns with respect to employees, and
      FICA and FUTA returns) required to be filed by or on behalf of any of Premier
      or
      the Premier Subsidiaries have been timely filed or requests for extensions
      have
      been timely filed, granted and have not expired and all returns filed are
      complete and accurate to the best information and belief of Premier
      management.  All taxes shown on filed returns have been
      paid.  As of the date hereof, and as of the Effective Time, there is
      no audit examination, deficiency or refund litigation or matter in controversy
      with respect to any taxes that might result in a determination adverse to any
      of
      Premier or the Premier Subsidiaries, except as reserved against in the Premier
      Financial Statements, or as previously disclosed to Bank in
      writing.  Except as disclosed by Premier in writing, all taxes,
      interest, additions and penalties due with respect to completed and settled
      examinations or concluded litigation have been paid.

     

    (b)     None
      of Premier or the Premier Subsidiaries has executed an extension or waiver
      of
      any statute of limitations on the assessment or collection of any tax due that
      is currently in effect.

     

    (c)     To
      the
      extent any federal, state, local or foreign taxes are due from any of Premier
      or
      the Premier Subsidiaries for the period or periods beginning January 1, 2007,
      or
      thereafter through and including the Effective Time, adequate provision on
      an
      estimated basis has been or will be made for the payment of such taxes by
      establishment of appropriate tax liability accounts on the last monthly
      financial statements of Premier or the Premier Subsidiaries prepared before
      the
      Effective Time.

     

    (d)     Deferred
      taxes
      of Premier or the Premier Subsidiaries have been provided for in accordance
      with
      generally accepted accounting principles.

     

    3.10    Loans.  Except
      as previously disclosed to Bank in writing or as disclosed or provided for
      in
      the Premier Financial Statements, to the best knowledge and belief of its
      management, each loan reflected as an asset of any Premier Bank in the Premier
      Financial Statements as of December 31, 2006, or acquired since that date,
      is
      the legal, valid and binding obligation of the obligor named therein,
      enforceable in accordance with its terms, was made in the ordinary course of
      business, was not known to be uncollectible at the time it was made and was
      made
      in accordance with the standard loan policies of such lending bank, and no
      loan
      having an unpaid balance (principal and accrued interest) in excess of
      $500,000.00 is subject to any asserted defense, offset or counterclaim known
      to
      Premier.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    3.11    Properties.  Except
      as previously disclosed to Bank in writing, or disclosed in the Premier
      Financial Statements, Premier and the Premier Subsidiaries have good and
      marketable title, free and clear of all material liens, encumbrances, charges,
      defaults or equities of whatever character, to all of the respective properties
      and assets, tangible or intangible, whether real, personal or mixed, reflected
      in the Premier Financial Statements as being owned by them at December 31,
      2006
      or acquired by them after December 31, 2006.  To the best knowledge
      and belief of Premier management, all buildings, and all fixtures, equipment
      and
      other property and assets which in the opinion of management are material to
      its
      business on a consolidated basis, held under leases or subleases by any of
      Premier and the Premier Subsidiaries, as the case may be, are held under valid
      instruments enforceable in accordance with their respective terms (except as
      previously disclosed in writing to Bank and except as enforceability may be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium or
      other similar laws affecting the enforcement of creditors' rights generally
      and
      except that the availability of the equitable remedy of specific performance
      or
      injunctive relief is subject to the discretion of the court before which any
      proceedings may be brought).

    


    3.12    Compliance
      with
      Laws.  Premier and each of the respective Premier Subsidiaries, to
      Premier 's best knowledge and belief:

     

    (a)     is
      in
      compliance with all laws, regulations, reporting and licensing requirements
      and
      orders applicable to its business or any of its employees (because of such
      employee's activities on behalf of it), the breach or violation of which could
      have a material adverse effect on such business; and

     

    (b)     has
      received no notification (not previously disclosed to Bank in writing) from
      any
      agency or department of federal, state or local government or regulatory
      authorities or the staff thereof asserting that any such entity is not in
      compliance with any of the statutes, regulations, rules or ordinances which
      such
      governmental authority or regulatory authority enforces, or threatening to
      revoke any license, franchise, permit or governmental authorization, and is
      subject to no agreement with any regulatory authorities with respect to its
      assets or business.

     

    3.13    Employee
      Benefit Plans.  With respect to any plan or arrangement of Premier
      or any Premier Subsidiary which constitutes an employee benefit within the
      meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
      as amended ("ERISA"):

     

    (a)     All
      "employee benefit plans", as defined in Section 3(3) of ERISA, which cover
      one
      or more employees employed by any of Premier or any Premier Subsidiary (each
      individually, a "Plan", and collectively, the "Plans") comply in all material
      respects with ERISA and, where applicable for tax-qualified or tax-favored
      treatment, with the Internal Revenue Code of 1986.  As of December 31,
      2006, none of Premier or any Premier Subsidiary had any material liability
      under
      any Plan that is not reflected on the audited statements of financial condition
      of Premier or the unaudited balance sheets of the Premier Subsidiaries, as
      of
      such date, or in the notes thereto (other than such normally unrecorded
      liabilities under the Plans for sick leave, holiday, education, bonus, vacation,
      incentive compensation and anniversary awards, provided that such liabilities
      are not in any event material).  Neither the Plans nor any trustee or
      administrator thereof has engaged in a "prohibited transaction" within the
      meaning of Section 406 of ERISA or, where applicable, Section 4975 of the
      Internal Revenue Code of 1986 for which no exemption is applicable, nor have
      there been any "reportable events" within the meaning of Section 4043 of ERISA
      for which the 30-day notice therefor has not been waived.

     

    (b)     No
      litigation is pending against any Plan or plan fiduciary seeking the payment
      of
      benefits or alleging a breach of trust or fiduciary duty by any plan
      fiduciary.

     

    (c)     Neither
      Premier nor any Premier Subsidiary is a party to any multiemployer pension
      plan
      as defined in Section 414(f) of the Internal Revenue Code of 1986 and Section
      3(37) of ERISA.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    3.14    Commitments
      and
      Contracts.  Neither Premier nor any Premier Subsidiary is a party or
      subject to any of the following (whether written or oral, express or
      implied):

     

     (i)     any
      employment contract or understanding (including any understandings or
      obligations with respect to severance or termination pay liabilities or fringe
      benefits) with any present or former officer, director, employee or
      consultant;

     

    (ii)     any
      plan, contract or understanding providing for bonuses, pensions, options,
      deferred compensation, retirement payments, profit sharing or similar
      understandings with respect to any present or former officer, director or
      consultant;

     

               (iii)     any
      contract or agreement with any labor union;

     

    (iv)    any
      contract not made in the ordinary course of business containing covenants
      limiting the freedom of Premier or any Premier Subsidiary to compete in any
      line
      of business or with any person or involving any restriction of the area in
      which, or method by which, Premier or any Premier Subsidiary will carry on
      its
      business (other than as may be required by law or applicable regulatory
      authorities).

     

    3.15    Labor.    No
      work stoppage involving Premier or any Premier Subsidiary is pending or, to
      the
      best Premier 's knowledge, threatened.  Neither Premier nor any
      Premier Subsidiary is involved in, or threatened with or affected by, any labor
      dispute, arbitration, lawsuit or administrative proceeding which could
      materially and adversely affect the business of Premier or any Premier
      Subsidiary.  Employees of Premier or any Premier Subsidiary are not
      represented by any labor union nor are any collective bargaining agreements
      otherwise in effect with respect to such employees.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    3.16    Material
      Contracts Furnished.  Premier has made available to Bank true and
      complete copies of all material contracts, leases and other agreements to which
      Premier or any Premier Subsidiary are parties or by which they are bound and
      of
      all employment, pension, retirement, stock option, profit sharing and deferred
      compensation, consultant, bonus, group insurance or similar plans with respect
      to any of the directors, officers, or other employees of Premier or any Premier
      Subsidiary.

     

    3.17    Material
      Contracts.  Except as previously disclosed to Bank in writing and
      except as is otherwise provided in this Agreement, none of Premier or the
      Premier Subsidiaries, nor any of their respective assets, businesses or
      operations is, as of the date hereof, a party to, or is bound or affected by,
      or
      receives benefits under, (i) any material agreement, arrangement or commitment
      not cancellable by it without penalty, other than agreements, arrangements
      or
      commitments entered into in the ordinary course of its business and negotiated
      on an arms-length basis, or (ii) any material agreement, arrangement or
      commitment relating to the employment, election or retention in office of any
      director or officer other than agreements, arrangements or commitments entered
      into in the ordinary course of its business and negotiated on an arms-length
      basis.

     

    3.18    Material
      Contract Defaults.  None of Premier or the Premier Subsidiaries is
      in default in any material respect under any material contract, agreement,
      commitment, arrangement, lease, insurance policy or other instrument to which
      it
      is a party or by which its respective assets, business or operations may be
      bound or affected or under which it or its respective assets, business or
      operations receive benefits, and there has not occurred any event which with
      the
      lapse of time or the giving of notice or both would constitute such a default,
      except as previously disclosed to Bank in writing.

     

    3.19    Legal
      Proceedings.  Except as previously disclosed by Premier to Bank in
      writing, there are no actions, suits or proceedings instituted or pending,
      or to
      the best knowledge of Premier, threatened (or unasserted but considered probable
      of assertion and which if asserted would have at least a reasonable probability
      of an unfavorable outcome), including eminent domain proceedings, against or
      relating to any of Premier or the Premier Subsidiaries, respectively, or against
      any property, asset, interest or right of any of them, that could have a
      material and adverse effect on the condition (financial or other, present or
      prospective), business, properties, assets, operations, liabilities or prospects
      of Premier or any of the Premier Subsidiaries, respectively, or that threaten
      or
      would impede the consummation of the transactions contemplated by this
      Agreement.  None of Premier or the Premier Subsidiaries is a party to
      any agreement or instrument or is subject to any charter or other corporate
      restriction or any judgment, order, writ, injunction, stay, decree, rule,
      regulation, code or ordinance that threatens or might impede the consummation
      of
      the transactions contemplated by this Agreement.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    3.20    Absence
      of Certain Changes or Events.  Since December 31, 2006, none of
      Premier or the Premier Subsidiaries has:  (i) incurred any material
      liability, except in the ordinary course of its business, and except as
      permitted pursuant to this Agreement; (ii) suffered any material adverse change
      in its business, operations, assets or condition (financial or other); or (iii)
      failed to operate its business consistent with generally acceptable banking
      practice.

     

    3.21    Reports.  Since
      January 1, 2006, each of Premier and the Premier Subsidiaries has filed all
      reports and statements, together with any amendments required to be made with
      respect thereto, which they were required to file with:  (i) the
      Securities and Exchange Commission, including, but not limited to, Forms 10-K,
      Forms 10-Q, Forms 8-K and proxy statements; (ii) the Board of Governors of
      the
      Federal Reserve System; (iii) the Office of the Comptroller of the Currency;
      (iv) the Federal Deposit Insurance Corporation; (v) the West Virginia Department
      of Banking; (vi) the Kentucky Office of Financial Institutions; (vii) the Ohio
      Department of Banking; and (viii) any other governmental agency or regulatory
      authority having jurisdiction over its operations.  Each of such
      reports and documents, including the financial statements, exhibits and
      schedules thereto, and each other document delivered to Bank by Premier does
      not
      contain any statement which, at the time and in the light of the circumstances
      under which it was made, is false or misleading with respect to any material
      fact or which omits to state any material fact necessary in order to make the
      statements contained therein not false or misleading.

     

    3.22    Investments.    Except
      as incurred in the ordinary course of business as heretofore conducted or as
      previously disclosed to Bank in writing, all securities owned by Premier and
      the
      Premier Subsidiaries of record and beneficially are free and clear of all
      mortgages, liens, pledges and encumbrances.  Any securities owned of
      record by Premier and the Premier Subsidiaries in an amount equal to 5% or
      more
      of the issued and outstanding voting securities of the issuer have been
      previously disclosed to Bank in writing.  There are no voting trusts
      or other agreements or undertakings with respect to the voting of such
      securities.

     

    3.23    Securities
      Portfolio.  Since December 31, 2006, there have been no
      significant changes in the quality of Premier 's or any of the Premier Banks'
      portfolios of securities except as previously disclosed to Bank in
      writing.

     

    3.24    Environmental
      Matters.  To the knowledge of Premier, neither Premier nor any
      Premier Subsidiary nor any properties owned or operated by Premier or any
      Premier Subsidiary has been or is in violation of or liable under any
      Environmental Law (as hereinafter defined).  There are no actions,
      suits or proceedings, or demands, claims, notices or investigations (including,
      without limitation notices, demand letters or requests for information from
      any
      environmental agency) instituted or pending, or to the best knowledge of Premier
      's management, threatened relating to the liability of any properties owned
      or
      operated by Premier or any Premier Subsidiary under any Environmental
      Law.  "Environmental Law" means any federal, state, local or foreign
      law, statute, ordinance, rule, regulation, code, license, permit, authorization,
      approval, consent, order, judgment, decree, injunction or agreement with any
      regulatory authority relating to (i) the protection, preservation or restoration
      of the environment (including, without limitation, air, water vapor, surface
      water, ground water, drinking water supply, surface soil, sub-surface soil,
      plant and animal life or any other natural resource) and/or (ii) the use,
      storage, recycling, treatment, generation, transportation, processing, handling,
      labeling, production, release or disposal of any substance presently listed,
      defined, designated or classified as hazardous, toxic, radioactive or dangerous,
      or otherwise regulated, whether by type or by quantity, including any material
      containing any such substance as a component.

     

    3.25    Accuracy
      of Proxy Statement.  The material which refers to Premier and
      which will be submitted by Premier for inclusion in the proxy statement referred
      to in Section 10 hereof, or in any amendment or supplement thereto, mailed
      to
      the holders of Bank Common Stock will not contain any untrue statements of
      material fact or omit to state any material fact required to be stated therein
      or necessary to make the statements contained therein not
      misleading.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    3.26    Interim
      Bank Formation; Adoption Agreement.  Premier at its sole cost and
      expense shall cause to be organized Interim Bank as a West Virginia banking
      corporation and shall cause Interim Bank to execute and enter into an Adoption
      Agreement in substantially the form attached hereto as "Exhibit A" and a Plan
      of
      Merger in substantially the form annexed hereto as "Exhibit B" and cause Interim
      Bank to take such action as is provided in this Agreement or in said Adoption
      Agreement or Plan of Merger upon Interim Bank's part to be
      taken.  Immediately prior to the Effective Time, Premier will own all
      of the issued and outstanding shares of Interim Bank's capital
      stock.

     

    3.27    Filing
      of Application to Merge.  Premier at its sole cost and expense
      shall cause to be filed with the Federal Reserve Board, Federal Deposit
      Insurance Corporation and West Virginia Board of Banking and Financial
      Institutions an application to merge Bank and Interim Bank, and shall cause
      Interim Bank to take such action as is provided in this Agreement upon Interim
      Bank's part to be taken.

     

    3.28    Best
      Efforts.  On or prior to the Closing Date (hereinafter defined in
      Section 7.1 hereof), Premier will, to the extent permitted by applicable laws,
      rules and regulations, take such actions, and execute and deliver all such
      agreements, documents, certificates or amendments to this Agreement as may
      be
      necessary or desirable to effectuate the provisions and intent of this
      Agreement.

     

    3.29    Conduct
      of Business - Acquisitions.  Premier and Bank have agreed in
      principle that continued growth of Premier through the acquisition of, or
      consolidation or merger with, one or more banks or bank holding companies,
      and
      the payment of cash, the issuance of additional shares of Premier, or both,
      as
      consideration therefor, all upon proper terms and conditions, will inure to
      the
      benefit of Premier and to Bank in the event the Merger is
      effected.  Bank has agreed that in the event the Merger is effected,
      such contemplated actions will inure to the benefit of Bank as well as to
      Premier, and has generally approved, in principle, such acts. Bank hereby
      consents to, and agrees that Premier, without obtaining any further consent
      or
      approval of Bank, may acquire, consolidate or merge with any other company,
      corporation, bank or banking association, or acquire any assets of any other
      company, corporation, bank or banking association, and no agreement to issue
      Premier Common Stock or issuance thereof in connection with any such act shall
      alter or affect the Merger Consideration set forth in Section 2.2
      hereof.

     

    3.30    Conduct
      of Business - Affirmative Covenants of Premier.  Premier covenants
      and agrees that:

     

    (a)     Subsequent
      to
      the date of this Agreement and prior to the Effective Time, Premier and the
      Premier Subsidiaries will operate their respective businesses only in the normal
      course and manner.

     

    (b)     Immediately
      upon the execution of this Agreement, Premier will direct its accountants to
      give Bank access to all information, documents and working papers pertaining
      to
      Premier;

     

    (c)     From
      and after the execution of this Agreement, Premier will promptly advise Bank
      of
      any material adverse change in its or any Premier Subsidiary's respective
      financial conditions, assets, business operations or key personnel and of any
      material breach of any representation or warranty made by Premier in this
      Agreement;

     

    (d)     Subsequent
      to
      the date of this Agreement and prior to the Effective Time Premier shall
      maintain in full force and effect adequate fire, casualty, public liability,
      employee fidelity and other insurance coverage in effect on the date of this
      Agreement in order to protect Premier against losses for which insurance
protection can reasonably be obtained;

     

    (e)     Premier
      will
      use its best efforts in good faith to take or cause to be taken all actions
      required under this Agreement on its part to be taken as promptly as practicable
      so as to permit the consummation of the Merger and the transactions contemplated
      hereby at the earliest possible date and cooperate fully with Bank to that
      end.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

    


    Section
      4.     Representations, Warranties and Covenants of
      Bank

    


    Bank
      hereby represents and warrants to
      and covenants with Premier that:

     

    4.1      Organization,
      Standing and Authority.  Bank is a state banking corporation duly
      organized, validly existing and in good standing under the laws of the State
      of
      West Virginia.  Bank has the corporate power to execute and deliver
      this Agreement, and has taken all action required by law, its Articles of
      Incorporation, its By-laws or otherwise, to authorize such execution and
      delivery, the Merger and the consummation of the transactions contemplated
      hereby, and this Agreement is a valid and binding agreement of Bank in
      accordance with its terms, subject only to the requirement of ratification,
      confirmation and approval by Bank's shareholders.  At the Effective
      Time, Bank will have corporate power to carry on its business as then to be
      conducted and will be qualified to do business in every jurisdiction in which
      the character and location of the assets to be owned by it or the nature of
      the
      business to be transacted by it require qualification.

     

    4.2      Capital
      Structure.  The authorized capital stock of Bank consists of
      750,000 shares of Bank Common Stock, par value of $1 per share, of which 400,000
      shares are issued and outstanding and are fully paid and
      non-assessable.  Bank does not have any subscriptions, options,
      warrants, calls, or other agreements or commitments, of any kind relating to
      or
      obligating it to issue any shares of its capital stock.  Further,
      there are no securities outstanding which are convertible into capital stock
      of
      Bank.  None of the shares of Bank Common Stock has been issued in
      violation of any preemptive rights of shareholders.

     

    4.3      No
      Subsidiaries.  Bank has no subsidiaries and Bank will not organize
      or acquire any subsidiaries prior to the Effective Time of the Merger without
      the written consent of the President of Premier.

     

    4.4      Authority.  The
      execution and delivery of this Agreement do not, and the consummation of the
      Merger and transactions contemplated hereby will not, violate any provision
      of
      the Articles of Incorporation or By-laws of Bank, or any provision of, or result
      in the acceleration of any obligation under, any material mortgage, deed of
      trust, note, lien, lease, franchise, license, permit, agreement, instrument,
      order, arbitration award, judgment, injunction or decree, or result in the
      termination of any material license, franchise, lease, or permit to which Bank
      is a party or by which it is bound, and will not violate or conflict with any
      other material restriction of any kind or character to which Bank is
      subject.

     

    4.5      Bank
      Financial Statements.  Bank has delivered to Premier prior to the
      execution of this Agreement copies of the following financial statements of
      Bank
      (which, together with all future financial statements to be furnished are
      collectively referred to herein as the "Bank Financial
      Statements"):  the audited Balance Sheets of Bank as of December 31,
      2006, December 31, 2005 and December 31, 2004, and the related Statements of
      Income, Statements of Cash Flows and Statements of Changes in Shareholders’
Equity for the years then ended, and the notes thereto.  The Bank
      Financial Statements (as of the dates thereof and for the periods covered
      thereby):

     

    (a)     are
      in
      accordance with the books and records of Bank, which are complete and correct
      in
      all material respects that are required by generally accepted accounting
      principles (except as otherwise required or approved by applicable regulatory
      authorities or by applicable law) and which have been maintained in accordance
      with good business practice; and

     

    (b)     present
      fairly
      the financial position and results of operations and changes in financial
      position of Bank as of the dates and for the periods indicated, in accordance
      with generally accepted accounting principles (except as otherwise required
      or
      approved by applicable regulatory authorities or by applicable law), applied
      on
      a basis consistent with prior years, and do not fail to disclose any material
      extraordinary or out-of-period items.

     

    Bank's
      unaudited Balance Sheet and the
      related unaudited Statement of Income and Statement of Changes in Shareholders’
Equity, as reported in the Bank’s FDIC Quarterly Call Report for the calendar
      quarter ending June 30, 2007, and for each calendar quarter thereafter until
      the
      Effective Time, all of which Bank shall deliver to Premier as soon as
      practicable, will be prepared in accordance with accounting principles
      consistently applied and will fairly present Bank's financial condition and
      results of operations as of such date and for such period.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    4.6      Accuracy
      of Annual Reports.  Bank's annual reports to its shareholders for
      the years 2006 and 2005 heretofore delivered to Premier do not contain as of
      the
      dates thereof any untrue statement of material fact or omit to state any
      material fact necessary to make the statements therein not
      misleading.

     

    4.7      Allowance
      for Possible Loan Losses.  The allowances for possible loan losses
      shown on the Balance Sheet of Bank as of December 31, 2006, have been
      established and are adequate in all material respects under the requirements
      of
      generally accepted accounting principles to provide for possible losses, net
      of
      recoveries relating to loans previously charged off, on loans outstanding
      (including accrued interest receivable) as of December 31, 2006.

     

    4.8      Absence
      of Undisclosed Liabilities.  At December 31, 2006, the Bank had no
      obligation or liability (contingent or otherwise) which was material, or which
      when combined with all similar obligations or liabilities would have been
      material, to Bank (i) except as disclosed in the Bank Financial Statements
      or as
      previously disclosed to Premier in writing; and (ii) except, in the case of
      any
      unfunded loan commitments made in the ordinary course of its business and
      consistent with generally accepted banking practices; nor does there exist
      a set
      of circumstances resulting from transactions effected or events occurring on
      or
      prior to December 31, 2006, or from any action omitted to be taken during such
      period that, to the knowledge of Bank, could reasonably be expected to result
      in
      any such material obligation or liability, except as previously disclosed to
      Premier in writing, or as disclosed or provided for in the Bank Financial
      Statements.  The amounts set up as liabilities for taxes in the Bank
      Financial Statements are sufficient for the payment of all respective taxes
      (including, without limitation, federal, state, local and foreign excise,
      franchise, property, payroll, income, capital stock and sales and use taxes)
      accrued in accordance with generally accepted accounting principles and unpaid
      at December 31, 2006.  Since December 31, 2006, the Bank has not
      incurred or paid any obligation or liability which would be material to Bank,
      except for obligations incurred or paid in connection with transactions by
      it in
      the ordinary course of its business consistent with generally accepted banking
      practices and except as disclosed herein.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    4.9      Tax
      Matters.

     

    (a)     All
      federal, state, local and foreign tax returns, (including, without limitation,
      estimated tax returns, withholding tax returns with respect to employees, and
      FICA and FUTA returns) required to be filed by or on behalf of Bank have been
      timely filed or requests for extensions have been timely filed, granted and
      have
      not expired and all returns filed are complete and accurate to the best
      information and belief of Bank management.  All taxes shown on filed
      returns have been paid.  As of the date hereof, and as of the
      Effective Time, there is no audit examination, deficiency or refund litigation
      or matter in controversy with respect to any taxes that might result in a
      determination adverse to Bank, except as reserved against in the Bank Financial
      Statements, or as previously disclosed to Premier in writing.  All
      taxes, interest, additions and penalties due with respect to completed and
      settled examinations or concluded litigation have been paid.

     

    (b)     Except
      as previously disclosed to Premier in writing, the Bank has not executed an
      extension or waiver of any statute of limitations on the assessment or
      collection of any tax due that is currently in effect.

     

    (c)     To
      the
      extent any federal, state, local or foreign taxes are due from Bank for the
      period or periods beginning January 1, 2006, or thereafter through and including
      the Effective Time, adequate provision on an estimated basis has been or will
      be
      made for the payment of such taxes by establishment of appropriate tax liability
      accounts on the last monthly financial statements of Bank, prepared before
      the
      Effective Time.

     

    (d)     Deferred
      taxes
      of the Bank have been provided for in accordance with generally accepted
      accounting principles.

     

    4.10    Loans.  Except
      as previously disclosed to Premier in writing or as disclosed or provided for
      in
      the Bank Financial Statements, to the best knowledge and belief of its
      management, each loan reflected as an asset of Bank in the Bank Financial
      Statements as of December 31, 2006, or acquired since that date, is the legal,
      valid and binding obligation of the obligor named therein, enforceable in
      accordance with its terms, was made in the ordinary course of business, was
      not
      known to be uncollectible at the time it was made and was made in accordance
      with the standard loan policies of such lending bank, and no loan having an
      unpaid balance (principal and accrued interest) in excess of $50,000.00 is
      subject to any asserted defense, offset or counterclaim known to
      Bank.

     

    4.11    Properties.  Except
      as previously disclosed to Premier in writing or disclosed in the Bank Financial
      Statements, Bank has good and marketable title, free and clear of all material
      liens, encumbrances, charges, defaults or equities of whatever character, to
      all
      of the respective properties and assets, tangible or intangible, whether real,
      personal or mixed, reflected in the Bank Financial Statements as being owned
      by
      it at December 31, 2006 or acquired by it after December 31, 2006.  To
      the best knowledge and belief of Bank management, all buildings, and all
      fixtures, equipment and other property and assets which in the opinion of
      management are material to its business, held under leases or subleases by
      Bank
      are held under valid instruments enforceable in accordance with their respective
      terms (except as previously disclosed in writing to Premier and except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws affecting the enforcement
      of
      creditors' rights generally and except that the availability of the equitable
      remedy of specific performance or injunctive relief is subject to the discretion
      of the court before which any proceedings may be brought).

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    4.12    Compliance
      with
      Laws.   Except as previously disclosed in writing to Premier,
      the Bank, to its best knowledge and belief:

     

    (a)     is
      in
      compliance with all laws, regulations, reporting and licensing requirements
      and
      orders applicable to its business or any of its employees (because of such
      employee's activities on behalf of it), the breach or violation of which could
      have a material adverse effect on such business; and

     

    (b)     has
      received no notification (not previously disclosed to Premier in writing) from
      any agency or department of federal, state or local government or regulatory
      authorities or the staff thereof asserting that any such entity is not in
      compliance with any of the statutes, regulations, rules or ordinances which
      such
      governmental authority or regulatory authority enforces, or threatening to
      revoke any license, franchise, permit or governmental authorization, and is
      subject to no agreement with any regulatory authorities with respect to its
      assets or business.

     

    4.13    Employee
      Benefit Plans.  Except as previously disclosed in writing to
      Premier, with respect to any plan or arrangement of Bank which constitutes
      an
      employee benefit plan within the meaning of Section 3(3) of ERISA:

     

              
      (a)      Except for liabilities to the Pension
      Benefit Guaranty Corporation pursuant to Section 4007 of ERISA, all of which
      have been fully paid, and except for liabilities to the Internal Revenue Service
      under Section 4971 of the Internal Revenue Code of 1954, if any, all of which
      have been fully paid, the Bank has no liability to the Pension Benefit Guaranty
      Corporation or to the Internal Revenue Service with respect to any pension
      plan
      qualified under Section 401 of the Internal Revenue Code of 1954.

     

              
      (b)     All "employee benefit plans", as defined in
      Section 3(3) of ERISA, which cover one or more employees employed by Bank (each
      individually, a "Plan", and collectively, the "Plan") comply in all material
      respects with ERISA and, where applicable for tax-qualified or tax-favored
      treatment, with the Internal Revenue Code of 1986.  As of December 31,
      2006, no material liability under any Plan that is not reflected in the Bank
      Financial Statements (other than such normally unrecorded liabilities under
      the
      Plans for sick leave, holiday, education, bonus, vacation, incentive
      compensation and anniversary awards, provided that such liabilities are not
      in
      any event material).  Neither the Plans nor any trustee or
      administrator thereof has engaged in a "prohibited transaction" within the
      meaning of Section 406 of ERISA or, where applicable, Section 4975 of the
      Internal Revenue Code of 1986 for which no exemption is applicable, nor have
      there been any "reportable events" within the meaning of Section 4043 of ERISA
      for which the 30-day notice therefor has not been waived.

     

    (c)     No
      litigation is pending against any plan or plan fiduciary seeking the payment
      of
      benefits or alleging a breach of trust or fiduciary duty by any plan
      fiduciary.

     

    (d)     Bank
      is not a party to any multiemployer pension plan as defined in Section 414(f)
      of
      the Code and Section 3(37) of ERISA.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    4.14    Commitments
      and
      Contracts.  Except as previously disclosed in writing to Premier
      the Bank is not a party or subject to any of the following (whether written
      or
      oral, express or implied):

     

    (i)      any
      employment contract or understanding (including any understandings or
      obligations with respect to severance or termination pay liabilities or fringe
      benefits) with any present or former officer, director, employee or consultant
      (other than those which are terminable at will by Bank and involve not in excess
      of $25,000 per year);

     

    (ii)     any
      plan, contract or understanding providing for bonuses, pensions, options,
      deferred compensation, retirement payments, profit sharing or similar
      understandings with respect to any present or former officer, director or
      consultant involving in excess of $25,000 per year;

     

    (iii)    any
      contract or agreement with any labor union;

     

    (iv)    any
      contract not made in the ordinary course of business containing covenants
      limiting the freedom of Bank to compete in any line of business or with any
      person or involving any restriction of the area in which, or method by which,
      Bank will carry on its business (other than as may be required by law or
      applicable regulatory authorities);

     

    (v)     any
      lease with annual rental payments aggregating $50,000 or more.

     

    4.15    Labor.  No
      work stoppage involving Bank is pending or, to the best of Bank's knowledge,
      threatened.  Bank is not involved in, or threatened with or affected
      by, any labor dispute, arbitration, lawsuit or administrative proceeding which
      could materially and adversely affect the business of Bank.  Employees
      of Bank are not represented by any labor union nor are any collective bargaining
      agreements otherwise in effect with respect to such employees.

     

    4.16    Material
      Contracts Furnished.  Bank has made available to Premier true and
      complete copies of all material contracts, leases and other agreements to which
      Bank is a party or by which it is bound and of all employment, pension,
      retirement, stock option, profit sharing, deferred compensation, consultant,
      bonus, group insurance, or similar plans with respect to any of the directors,
      officers, or other employees of Bank.

     

    4.17    Material
      Contracts.  Except as previously disclosed to Premier in writing
      and except as is otherwise provided in this Agreement, neither the Bank or
      any
      of its respective assets, businesses or operations is, as of the date hereof,
      a
      party to, or is bound or affected by, or receives benefits under, (i) any
      material agreement, arrangement or commitment not cancellable by it without
      penalty, other than agreements, arrangements or commitments entered into in
      the
      ordinary course of its business and negotiated on an arms-length basis, or
      (ii)
      any material agreement, arrangement or commitment relating to the employment,
      election or retention in office of any director or officer other than
      agreements, arrangements or commitments entered into in the ordinary course
      of
      its business and negotiated on an arms-length basis.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    4.18    Material
      Contract Defaults.  Bank is not in default in any material respect
      under any material contract, agreement, commitment, arrangement, lease,
      insurance policy or other instrument to which it is a party or by which its
      respective assets, business or operations may be bound or affected or under
      which it or its respective assets, business or operations receive benefits,
      and
      there has not occurred any event which with the lapse of time or the giving
      of
      notice or both would constitute such a default, except as previously disclosed
      to Premier in writing.

     

    4.19    Legal
      Proceedings.  Except as previously disclosed to Premier by Bank in
      writing, there are no actions, suits or proceedings instituted or pending,
      or to
      the best knowledge of Bank threatened (or unasserted but considered probable
      of
      assertion and which if asserted would have at least a reasonable probability
      of
      an unfavorable outcome), including eminent domain proceedings, against or
      relating to Bank, or against any property, asset, interest or right of Bank,
      that could have a material and adverse effect on the condition (financial or
      other, present or prospective), business, properties, assets, operations,
      liabilities or prospects of Bank, or that threaten or would impede the
      consummation of the transactions contemplated by this Agreement.  The
      Bank is not a party to any agreement or instrument or subject to any charter
      or
      other corporate restriction or any judgment, order, writ, injunction, stay,
      decree, rule, regulation, code or ordinance that threatens or might impede
      the
      consummation of the transactions contemplated by this Agreement.

     

    4.20    Absence
      of Certain Changes or Events.  Since December 31, 2006, the Bank
      has not:  (i) incurred any material liability, except in the ordinary
      course of its business, consistent with generally acceptable banking practice
      and except as permitted pursuant to this Agreement; (ii) suffered any material
      adverse change in its business, operations, assets or condition (financial
      or
      other); or (iii) failed to operate its business consistent with generally
      acceptable banking practice.

     

    4.21    Reports.  Since
      January 1, 2006, the Bank has filed all reports and statements, together with
      any amendments required to be made with respect thereto, which it was required
      to file with:  (i) the Board of Governors of the Federal Reserve
      System; (ii) the Federal Deposit Insurance Corporation; (iii) the West Virginia
      Department of Banking; and (iv) any other governmental agency or regulatory
      authority having jurisdiction over its operations.  Each of such
      reports and documents, including the financial statements, exhibits and
      schedules thereto, and each other document delivered to Premier by Bank does
      not
      contain any statement which, at the time and in the light of the circumstances
      under which it was made, is false or misleading with respect to any material
      fact or which omits to state any material fact necessary in order to make the
      statements contained therein not false or misleading.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    4.22    Accuracy
      of Proxy Statement.  The material which refers to Bank and which
      will be submitted by Bank for inclusion in the proxy statement referred to
      in
      Section 10 hereof, or in any amendment or supplement thereto, mailed to the
      holders of Bank Common Stock will not contain any untrue statements of material
      fact or omit to state any material fact required to be stated therein or
      necessary to make the statements contained therein not misleading.

     

    4.23    Investments.  Except
      as incurred in the ordinary course of business as heretofore conducted or as
      previously disclosed to Premier in writing, all securities owned by Bank of
      record and beneficially are free and clear of all mortgages, liens, pledges
      and
      encumbrances.  Any securities owned of record by Bank in an amount
      equal to 5% or more of the issued and outstanding voting securities of the
      issuer have been previously disclosed to Premier in writing.  There
      are no voting trusts or other agreements or undertakings with respect to the
      voting of such securities.

     

    4.24    Securities
      Portfolio.  Since December 31, 2006, there have been no
      significant changes in the quality of Bank's portfolio of securities except
      as
      previously disclosed to Premier in writing.

     

    4.25    Environmental
      Matters.  To the knowledge of Bank, neither Bank nor any
      properties owned or operated by Bank has been or is in violation of or liable
      under any Environmental Law (as hereinafter defined).  There are no
      actions, suits or proceedings, or demands, claims, notices or investigations
      (including, without limitation notices, demand letters or requests for
      information from any environmental agency) instituted or pending, or the best
      knowledge of Bank's management, threatened relating to the liability of any
      properties owned or operated by Bank under any Environmental
      Law.  "Environmental Law" means any federal, state, local or foreign
      law, statute, ordinance, rule, regulation, code, license, permit, authorization,
      approval, consent, order, judgment, decree, injunction or agreement with any
      regulatory authority relating to (i) the protection, preservation or restoration
      of the environment (including, without limitation, air, water vapor, surface
      water, ground water, drinking water supply, surface soil, subsurface soil,
      plant
      and animal life or any other natural resource) and/or (ii) the use, storage,
      recycling, treatment, generation, transportation, processing, handling,
      labeling, production, release or disposal of any substance presently listed,
      defined, designated or classified as hazardous, toxic, radioactive or dangerous,
      or otherwise regulated, whether by type or by quantity, including any material
      containing any such substance as a component.

     

    4.26    Best
      Efforts.  On or prior to the Closing Date (hereinafter defined),
      Bank will, to the extent permitted by applicable laws, rules and regulations,
      take such actions and execute and deliver all such agreements, documents,
      certificates or amendments to this Agreement as may be necessary or desirable
      to
      effectuate the provisions and intent of this Agreement.

     

    4.27    Conduct
      of Business - Negative Covenants of Bank.  Except as otherwise
      contemplated hereby, between the date hereof and the Effective Time, or the
      time
      when this Agreement terminates as provided herein, the Bank will not, without
      the prior written approval of the President of Premier:

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    (a)     Make
      any change in its authorized capital stock.

    


    (b)     Issue
      any shares of its capital stock, securities convertible into its capital stock,
      or any long term debt securities.

    


    (c)     Issue
      or grant any options, warrants, or other rights to purchase shares of its common
      stock.

    


    (d)     Declare
      or pay
      any dividends or other distributions on any shares of common stock.

     

    (e)     Purchase
      or
      otherwise acquire or agree to acquire for a consideration any share of Bank
      Common Stock (other than in a fiduciary capacity).

     

    (f)      Enter
      into or amend any employment, pension, retirement, stock option, profit sharing,
      deferred compensation, consultant, bonus, group insurance, or similar plan
      in
      respect of any of its directors, officers, or other employees, or increase
      the
      current level of contributions to any such plan now in effect.

     

    (g)     Take
      any action materially and adversely affecting this Agreement or the transactions
      contemplated hereby or the financial condition (present or prospective),
      businesses, properties, or operations of Bank.

     

    (h)     Acquire,
      consolidate or merge with any other company, corporation, bank or banking
      association, or acquire, other than in the ordinary course of business, any
      assets of any other company, corporation, bank, or banking
      association.

     

    (i)      Mortgage,
      pledge, or subject to a lien or any other encumbrance, any of its assets,
      dispose of any of its assets, incur or cancel any debts or claims, or increase
      the current level of compensation or benefits payable to its officers, employees
      or directors except in the ordinary course of business as heretofore conducted
      or take any other action not in the ordinary course of their business as
      heretofore conducted or incur any material obligation or enter into any material
      contract.

    


    (j)      Amend
      its Articles of Incorporation or Association, By-laws or Charter.

     

    (k)     Take
      any action to solicit, initiate, encourage, or authorize any person, including
      directors, officers and other employees, to solicit from any third party any
      inquiries or proposals relating to the disposition of the business or assets
      of
      Bank, or the acquisition of their Bank Common Stock, or the merger of Bank
      with
      any person other than Premier, and Bank shall promptly notify Premier orally
      of
      all the relevant details relating to all inquiries and proposals which it may
      receive relating to any of such matters.  Nothing herein shall be
      construed to limit or affect the fiduciary obligation of Bank's officers and
      directors to Bank shareholders.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    4.28    Conduct
      of Business - Affirmative Covenants of Bank.  Bank covenants and
      agrees that:

     

    (a)     It
      will promptly advise Premier in writing of the name and address of and number
      of
      shares of Bank Common Stock held by each shareholder who elects to exercise
      his,
      her or its rights to appraisal in connection with the Merger pursuant to the
      West Virginia Business Corporation Act.

     

    (b)     Subsequent
      to
      the date of this Agreement and prior to the Effective Time it will operate
      its
      business only in the normal course and manner.

     

    (c)     It
      will make available to Premier for review prior to Bank’s final loan approval,
      any loan documentation, credit memorandums or other related documentation
      requested or received by Bank in its decision making process in determining
      whether to extend credit to any borrower for:

    


    
      	
               

            	
              (1)

            	
              Any
                new loan, or renewal of an existing loan, that totals $250,000 or
                greater;
                or

            


    

    


    
      	
               

            	
              (2)

            	
              Any
                new loan, or renewal of an existing loan, which, when included with
                all
                other loans from Bank to any such borrower and their related interests,
                would cause such borrower’s total loans from Bank, including loans from
                Bank to their related interests, to exceed
                $400,000.

            


    

     

    (d)     From
      and after the execution of this Agreement, Bank will promptly advise Premier
      of
      any material adverse change in the financial condition, assets, business
      operations or key personnel of Bank and of any material breach of any
      representation or warranty made by Bank in this Agreement.

    


    (e)     Immediately
      upon the execution of this Agreement, it will direct its accountants to give
      Premier access to all information, documents and working papers pertaining
      to
      Bank.

    


    (f)      Subsequent
      to the date of this Agreement and prior to the Effective Time, Bank shall
      maintain in full force and effect adequate fire, casualty, public liability,
      employee fidelity and other insurance coverage in effect on the date of this
      Agreement in order to protect Bank against losses for which insurance protection
      can reasonably be obtained.

    


    (g)     Within
      ten days from the execution of this Agreement, Bank shall furnish to Premier
      a
      list, accurate as of the close of business on a date not more than ten (10)
      days
      prior to the date on which such list is furnished, containing the names and
      addresses of all holders of Bank Common Stock as the same appear on the stock
      registration books of Bank and the number of shares held by each.  At
      the Effective Time, Bank shall furnish to Premier a list, true, correct and
      complete as of the close of business on the preceding day, containing the names
      and addresses of all holders of Bank Common Stock as the same appear on Bank's
      stock registration books and the number of shares held by each.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    (h)     It
      will use its best efforts in good faith to take or cause to be taken all action
      required under this Agreement on its part to be taken as promptly as practicable
      so as to permit the consummation of the Merger and the transactions contemplated
      hereby at the earliest possible date and cooperate fully with Premier to that
      end.

    

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

          Exhibit
            10.1 - continued

        

      

    

     

    Section
      5.     Indemnification and
      Confidentiality

     

    5.1      Access
      and Information.  Bank and Premier shall each afford to the other,
      and to the other's accountants, counsel and other representatives, full access
      during normal business hours throughout the period prior to the Closing Date
      to
      all of its properties, books, contracts, commitments and records (including
      but
      not limited to tax returns), and, during such period, each shall furnish
      promptly to the other (i) a copy of each report, schedule and other document
      filed or received by it pursuant to the requirements of federal or state
      securities and banking laws and (ii) all other information concerning its
      business, properties and personnel as such other party may reasonably request,
      provided that no investigation pursuant to this Section 5.1 shall affect any
      representations or warranties or the conditions to the obligations of the
      parties to consummate the Merger.

     

    5.2      Furnishing
      Information and Indemnification.  Premier and the Premier
      Subsidiaries, on the one hand, and the Bank, on the other hand, have furnished
      or will furnish as soon as practicable after the date of this Agreement, to
      each
      other all the information (including financial statements, information and
      schedules) concerning themselves required for inclusion in:

     

    (a)     any
      applications to be filed by any of Premier or Bank with the Federal Reserve
      Board, the Federal Deposit Insurance Corporation and the West Virginia Board
      of
      Banking and Financial Institutions;

     

    (b)     the
      registration statement to be filed with the Securities and Exchange Commission
      on behalf of under the Securities Act of 1933 in connection with the Merger
      and
      the proxy statement to solicit the approval of Bank shareholders to the Merger,
      and any documents to be filed with the Securities and Exchange Commission in
      connection therewith;

     

    (c)     any
      filings to be made by Premier with state securities authorities in connection
      with the transactions contemplated hereunder; and

     

    (d)     any
      other request, application, statement, report or material to be made or filed
      by
      any party to or with any regulatory authority or any governmental agency,
      department or instrumentality in connection with the transactions contemplated
      hereunder.

     

    Premier
      represents and warrants to
      Bank, and Bank represents and warrants to Premier, that all information so
      furnished for such requests, statements, applications, reports and materials
      shall be true and correct in all material respects without omission of any
      material fact required to be stated to make the information therein not false
      or
      misleading.  Premier will indemnify and hold harmless Bank, and Bank
      will indemnify and hold harmless Premier and each of the Premier Subsidiaries,
      each of their or the Premier Subsidiaries' and the Bank's respective directors
      and officers, and each person, if any, who controls such entities within the
      meaning of the Securities Act of 1933, from and against any and all losses,
      damages, expenses or liabilities to which such entity, or any such director,
      officer or controlling person may become subject under applicable laws
      (including the Securities Act of 1933 and the Securities Exchange Act of 1934)
      and rules and regulations thereunder and will reimburse the other, and any
      such
      director, officer or controlling person, for any legal or other expenses
      reasonably incurred in connection with investigating or defending any actions,
      whether or not resulting in liability, insofar as such losses, damages,
      expenses, liabilities or actions arise out of or are based upon any untrue
      statement or alleged untrue statement of a material fact contained in any such
      request, statement, application, report or material or arise out of or are
      based
      upon the omission or alleged omission to state therein a material fact required
      to be stated therein or necessary in order to make the statements therein not
      misleading, but only insofar as any such statement or omission was made in
      reliance upon and in conformity with information furnished in writing in
      connection therewith by such indemnifying party for use therein.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    5.3      Confidentiality.  It
      is hereby agreed that, except (i) as otherwise required in the performance
      by
      the parties of their respective obligations hereunder or under the Merger and
      (ii) as otherwise required by law, any non-public information received from
      the
      other party during the course of the investigation contemplated pursuant hereto
      shall remain and be kept as confidential information by it and all copies
      thereof will be returned promptly at the request of the party furnishing such
      information in the event of the termination of this Agreement and the
      Merger.  Each of the parties may disclose such information to its
      respective employees, affiliates, counsel, accountants, representatives,
      professional advisors and consultants, and shall require each of them to agree
      to keep all such information confidential.

     

    5.4      Updates
      to Information.  At the reasonable request of any party hereto,
      any other party will update by amendment or supplement any disclosure made
      in
      writing by such party to the other party and each party hereby represents and
      warrants that such written disclosures, as so amended or supplemented, shall
      be
      true, correct and complete as of the date or dates thereof.


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

    


    Section
      6.     Conditions Precedent

    


    The
      consummation of this Agreement and
      the Merger is conditioned upon the following:

     

    (a)     Governmental
      Approvals.  The approval of and consent to the Merger and the
      transactions contemplated hereby shall have been given prior to the Effective
      Time by the regulatory agencies whose approval or consent is required,
      including, without limitation, to the extent provided by applicable laws, rules
      and regulations, the Board of Governors of the Federal Reserve System, the
      Federal Deposit Insurance Corporation, the Kentucky Office of Financial
      Institutions, the West Virginia Board of Banking and Financial Institutions
      and
      the Securities and Exchange Commission, and all notice periods, waiting periods
      delay periods and all periods for review, objection or appeal of or to any
      of
      the consents, approvals, or permissions required by law with respect to the
      consummation of the Merger and this Agreement shall have
      expired.  Such approvals shall not be conditioned or restricted in a
      manner which, in the judgment of the Board of Directors of Premier, materially
      adversely affects the economic assumptions of the transactions contemplated
      hereby so as to render inadvisable consummation of the Merger.

     

    (b)     Shareholder
      Approval.  The shareholders of Bank and Interim Bank shall have
      ratified, confirmed and approved this Agreement and the terms and conditions
      herein contained by the affirmative vote of shareholders of each such
      corporation, owning at least a majority of its capital stock outstanding, and
      final approval of this Agreement shall have taken place as provided in Section
      10 hereof, and all provisions of Section 10 shall have been fully complied
      with.

     

    (c)     Registration
      Statement.  Premier at its sole cost and expense shall have
      prepared and filed an effective registration statement on Form S-4 or on such
      other appropriate form as may be prescribed by the Securities and Exchange
      Commission and as Premier may reasonably be able to prepare and file, providing
      timely registration under the provisions of the Securities Act of 1933, as
      amended, of the Premier Common Stock to be exchanged in connection with the
      Merger, and a prospectus shall have been delivered to all shareholders of Bank
      prior to obtaining the approval of this Agreement by such shareholders as
      provided in Section 10, which prospectus may be the same document or part of
      the
      same document to the extent permitted by the rules and regulations of the
      Securities and Exchange Commission as the proxy statement referred to in Section
      10, or in the alternative, Premier shall have received an opinion of its counsel
      that registration of such shares under the Securities Act of 1933 is not
      required.  The Registration Statement shall be effective and all
      post-effective amendments filed by Premier with respect to such registration
      statement shall have been declared effective or shall have been withdrawn and
      no
      stop orders suspending the effectiveness thereof shall have been issued and
      no
      proceedings for that purpose shall, before the Effective Time, have been
      initiated nor, to the knowledge of Premier, threatened by the Securities and
      Exchange Commission.

     

    (d)     Affiliates.  Bank
      agrees to deliver to Premier a letter identifying all persons whom it believes
      to be, at the time the Merger is submitted to a vote of Bank stockholders,
      "affiliates" of Bank, for purposes of Rule 145 or Rule 144 (as applicable)
      under
      the Securities Act of 1933, and shall use its best efforts to cause each person
      who is identified as an "affiliate" in such letter to deliver to Premier prior
      to the Closing Date a written agreement providing that such person will agree
      not to sell, pledge, transfer or otherwise dispose of the shares of Premier
      Common Stock to be received by such person in the Merger except in compliance
      with the applicable provisions of the Securities Act of 1933 and the rules
      and
      regulations thereunder.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    (e)     No
      Divestiture or Adverse Condition.  The approvals, consents and
      permissions referred to in subparagraphs (a), (b) and (c) hereof shall not
      have
      required the divestiture or cessation of any significant part of the present
      operations conducted by Premier, Bank or any Premier Subsidiary, and shall
      not
      have imposed any other condition, which divestiture, cessation or condition
      Premier deems to be materially disadvantageous or burdensome.

     

    (f)      Accuracy
      of Representations and Warranties; Performance of Obligations and Covenants
      -
      Premier.  Unless waived by Bank, the representations and
      warranties of Premier contained in this Agreement shall be correct on and as
      of
      the Closing Date and thereafter until the Effective Time in all material
      respects with the same effect as though made on and as of such Effective Time
      except for changes which are not in the aggregate material and adverse to the
      financial condition, businesses, properties, or operations of Premier and
      Premier shall have performed in all material respects all of its obligations
      and
      agreements hereunder theretofore to be performed by it and Bank shall have
      received on the Closing Date an appropriate certificate (in affidavit form)
      to
      the foregoing effect dated as of the Closing Date and executed on behalf of
      Premier by one or more appropriate executive officers of Premier.

     

    (g)     Accuracy
      of
      Representations and Warranties; Performance of Obligations and Covenants -
      Bank.  Unless waived by Premier, the representations and
      warranties of Bank contained in this Agreement shall be correct on and as of
      the
      Closing Date and thereafter until the Effective Time with the same effect as
      though made on and as of such Effective Time except for changes which are not
      in
      the aggregate material and adverse to the financial condition, businesses,
      properties or operations of Bank, and Bank shall have performed in all material
      respects all of its obligations and agreements hereunder theretofore to be
      performed by it and Premier shall have received on the Closing Date an
      appropriate certificate (in affidavit form) to the foregoing effect dated as
      of
      the Closing Date and executed on behalf of Bank by one or more appropriate
      executive officers of Bank.

     

    (h)     Opinion
      of
      Counsel for Bank.  Premier shall have received an opinion of
      Jackson Kelly, PLLC, counsel for Bank, dated the Closing Date, with respect
      to
      such matters as  Premier may reasonably request and to the effect
      that:

     

    (1)     Bank
      is a state banking corporation duly organized, validly existing and in good
      standing under the laws of the State of West Virginia and is duly authorized
      to
      own its properties and to conduct its business as then being
      conducted.

     

    (2)     The
      authorized capitalization of Bank is as set forth in such opinion and the shares
      of Bank Common Stock issued and outstanding (as of a date specified in such
      opinion not more than 5 days prior to the date of such opinion) are as stated
      in
      such opinion.  Such issued and outstanding shares of stock are validly
      issued, fully paid and were not issued in violation of any preemptive rights
      of
      the shareholders of Bank.  As of such date, there are, to the best of
      such counsel's knowledge, no options, warrants, rights, commitments or
      convertible securities outstanding or authorized on behalf of Bank, calling
      for
      the purchase from it of shares of unissued capital stock or capital stock held
      as treasury shares.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    (3)     Bank
      had the corporate power and authority to execute, deliver and perform its
      obligations under this Agreement.  This Agreement has been duly
      authorized, executed and delivered by Bank and constitutes the legal, valid
      and
      binding obligation of Bank, enforceable in accordance with its
      terms.

     

    (4)     All
      necessary corporate proceedings of the board of directors and the shareholders
      of Bank, to the extent required by law, its Articles of Incorporation and Bylaws
      or otherwise, to authorize the execution and delivery of this Agreement by
      Bank
      and the consummation of the Merger by Bank pursuant to this Agreement have
      been
      duly and validly taken.  The number of shares of stock of Bank voted
      for and against the Merger are as stated in such counsel's opinion; and the
      number of shares of such stock as to which shareholders have perfected their
      rights to dissent and appraisal under the West Virginia Business Corporation
      Act
      are as stated in such counsel's opinion.

     

    (5)     Such
      counsel has reviewed the registration statement filed by Premier as described
      in
      Section 6(c), and with respect to all information relating to Bank contained
      therein, such counsel does not know of any respect in which the registration
      statement contained any false or misleading statement of any material fact
      or
      failed to state a material fact which was necessary to be stated to prevent
      the
      statements made from being false or misleading in any material respect (except
      as to the financial statements and related notes and schedules and other
      financial data, as to which such counsel need express no opinion).

     

    (6)     The
      consummation of the Merger will not violate or result in a breach of, or
      constitute a default under, the Articles of Incorporation or By-Laws of Bank
      or
      constitute a breach or termination of, or default under, any agreement or
      instrument of which such counsel has knowledge and which would have a material
      adverse affect on the business of Bank, and to which Bank is a party or by
      which
      it or any of its property is bound.

     

    (7)     Such
      counsel does not know of any breach of any warranty contained in this Agreement
      on the part of Bank or any failure on the part of Bank to perform any of the
      conditions precedent to the consummation of the Merger imposed upon it
      herein.

     

    (i)      Opinion
      of Counsel for Premier.  Bank shall have received the opinion of
      Huddleston Bolen LLP, counsel for Premier, dated the Closing Date, with respect
      to such matters as Bank may reasonably request and to the effect
      that:

     

    (1)     Premier
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the Commonwealth of Kentucky, is a bank holding company under the Bank
      Holding Company Act of 1956, and is duly authorized to own its properties and
      to
      conduct its business as then being conducted.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    (2)     Each
      of the Premier State Banks are banking corporations duly organized, validly
      existing and in good standing under the laws of the States of Ohio or West
      Virginia or the Commonwealth of Kentucky, as the case may be, and each is duly
      authorized to own its properties and to conduct its business as then being
      conducted.

     

    (3)     The
      authorized capitalization of Premier is as set forth in such opinion and the
      shares of Premier Common Stock issued and outstanding (as of a date specified
      in
      such opinion not more than 5 days prior to the date of such opinion) are as
      stated in such opinion.  Such issued and outstanding shares of stock
      are validly issued, fully paid and non-assessable, and were not issued in
      violation of any preemptive rights of the shareholders of Premier or any Premier
      Subsidiary.  As of such date, there are, to the best of such counsel's
      knowledge, no options, warrants, rights, commitments or convertible securities
      outstanding or authorized on behalf of Premier or any Premier Subsidiary,
      calling for the purchase from any of them of shares of unissued capital stock
      or
      capital stock held as treasury shares, except as otherwise permitted by the
      Agreement or for those shares of stock issued pursuant to any employee stock
      option plan of Premier.  All of the issued and outstanding shares of
      each of the Premier Subsidiaries are held of record by Premier.

     

    (4)     All
      necessary corporate proceedings of the Boards of Directors and the shareholders
      of Premier and Interim Bank to the extent required by law, their Articles of
      Incorporation or Association or By-Laws or otherwise, to authorize the execution
      and delivery of this Agreement or the Adoption Agreement and the consummation
      of
      the Merger pursuant to this Agreement have been duly and validly
      taken.  Premier and Interim Bank have the corporate power and
      authority to execute, deliver and perform this Agreement or the Adoption
      Agreement.  This Agreement has been duly authorized, executed and
      delivered by Premier and Interim Bank (by virtue of the Adoption Agreement)
      and
      constitutes the legal, valid and binding obligation of Premier and Interim
      Bank
      in accordance with its terms.

     

    (5)     The
      consummation of the Merger will not violate or result in a breach of, or
      constitute a default under the Articles of Incorporation or By-Laws of Premier
      or constitute a breach or termination of, or default under, any agreement or
      instrument of which such counsel has knowledge and to which Premier is a party
      or by which it or its property is bound.

     

    (6)     To
      the
      best of such counsel's knowledge, all approvals of public authorities, federal,
      state or local, the granting of which is necessary for the consummation of
      the
      Merger by Premier have been obtained.

     

    (7)     The
      shares of Premier Common Stock into which shares of Bank Common Stock are to
      be
      converted upon the Effective Time will upon the Effective Time be duly
      authorized, and such shares, when transferred to holders of Bank Common Stock
      pursuant to the terms of the Merger, will be validly issued, fully paid and
      nonassessable shares of Premier Common Stock.

     

    (8)     Such
      counsel has reviewed the registration statement described in Section 6(c),
      and
      with respect to all information relating to the Merger and to Premier and the
      Premier Subsidiaries contained therein, such counsel does not know of any
      respect in which the registration statement contained any false or misleading
      statement of any material fact or failed to state a material fact which was
      necessary to be stated to prevent the statements made from being false or
      misleading in any material respect (except as to the financial statements and
      related notes and schedules and other financial data, as to which such counsel
      need express no opinion).

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    (9)     The
      registration statement has been filed on the proper form under the rules and
      regulations of the Securities and Exchange Commission, notice of effectiveness
      of the registration statement has been received, and, to the best of such
      counsel's knowledge, no stop order suspending the effectiveness of the
      registration statement has been issued and no proceeding for that purpose has
      been instituted.

     

    (j)      Less
      than 20% Dissenters.  Unless waived by Premier, the holders of no
      more than 20% of the outstanding shares of Bank Common Stock shall have elected
      to exercise their statutory rights to appraisal in connection with the
      transactions contemplated hereby, pursuant to the West Virginia Business
      Corporation Act.

     

    (k)     Tax
      Ruling or Opinion Letter.  Premier and Bank shall have received a
      ruling from the Internal Revenue Service, or at their option, Bank shall have
      received an opinion of tax counsel acceptable to it and Premier shall have
      received an opinion of tax counsel acceptable to it, to the effect
      that:

     

    (1)     The
      Merger will constitute and qualify as a reorganization within the meaning of
      Sections 368 of the Internal Revenue Code and Bank, Surviving Bank and Premier
      will each qualify as "a party to a reorganization" as that term is defined
      in
      the Internal Revenue Code;

     

    (2)     No
      gain or loss will be recognized by the shareholders of Bank who exchange their
      Bank Common Stock for Premier Common Stock pursuant to the Merger, except that
      gain or loss may be recognized as to cash received as Merger Consideration
      and
      cash received in lieu of fractional share interests;

    


    (3)     No
      gain or loss will be recognized by Premier, Bank, or Surviving Bank by reason
      of
      the Merger; and

     

    (4)     The
      holding period of Premier Common Stock received by Bank shareholders in exchange
      for Bank Common Stock will include the holding period of the shares of Bank
      Common Stock so exchanged, provided that the Bank Common Stock is held as a
      capital asset at the Effective Time.

     

    (l)      Absence
      of Material Adverse Changes -Premier.  Unless waived by
      Bank at or before the Effective Time, there shall have been no material adverse
      change in the financial condition, business or assets of Premier since December
      31, 2006, and there shall be no suit, action or proceeding pending or threatened
      against Premier or any Premier Subsidiary which, if successful, would have
      a
      material adverse effect on Premier or the Surviving Bank after the consummation
      of the Merger.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    (m)    Absence
      of Material Adverse Changes - Bank.  Unless waived by Premier at
      or before the Effective Time, there shall have been no material adverse change
      in the financial condition, business or assets of Bank since December 31, 2006,
      and there shall be no suit, action or proceeding pending or threatened against
      Bank which if successful would have a material adverse effect on Bank or the
      Surviving Bank after the consummation of the Merger.


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

    


    Section
      7.     Closing Date and Effective Time

     

    7.1      Closing
      Date.  The closing shall be effected as soon as practicable after
      all of the conditions contained herein shall have been satisfied.  The
      closing shall be held at the offices of Premier in Huntington, West Virginia,
      and the closing date ("Closing Date") shall be a mutually agreeable date
      following the date of final approval by such regulatory agencies whose approval
      is required of the Merger and the transactions contemplated hereby but, in
      no
      event, later than forty-five (45) days following the date of such final approval
      and/or the date when all such conditions are satisfied, whichever date shall
      last occur.

     

    7.2      Effective
      Time.  Subject to the terms and upon satisfaction on or before the
      Closing Date of all conditions specified in this Agreement, the Merger shall
      be
      effective at the time specified in the certificate of merger to be issued by
      the
      Secretary of State of West Virginia (such time herein called "Effective
      Time").


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

    


    Section
      8.     Termination of Agreement

     

    8.1      Grounds
      for Termination.  This Agreement and the transactions contemplated
      hereby may be terminated at any time prior to the Closing Date, either before
      or
      after the meeting of the shareholders of Bank:

    


    (a)     By
      mutual consent in writing of Bank and Premier; or

     

    (b)     By
      Bank by giving written notice thereof to Premier if (i) a material adverse
      change shall have occurred in the financial condition, results of operations
      or
      business of Premier or any Premier Bank since December 31, 2006, or (ii) Premier
      has in any material respect breached any covenant, undertaking, representation
      or warranty contained in this Agreement and such breach has not been cured
      within thirty (30) days after the giving of such notice; or

     

    (c)     By
      Premier by giving written notice thereof to Bank if (i) a material adverse
      change shall have occurred in the financial condition, results of operations
      or
      business of Bank since December 31, 2006 or (ii) Bank has in any material
      respect breached any covenant, undertaking, representation or warranty contained
      in this Agreement and such breach has not been cured within thirty (30) days
      after the giving of such notice; or

     

    (d)     By
      either Bank or Premier upon written notice to the other if any regulatory agency
      whose approval of the transactions contemplated by this Agreement is required
      denies such application for approval by final order or ruling (which order
      or
      ruling shall not be considered final until expiration or waiver of all periods
      for review or appeal); or

     

    (e)     By
      either Bank or Premier upon written notice to the other if any condition
      precedent to either party's performance hereunder is not satisfied or fulfilled;
      or

     

    (f)      By
      either Bank or Premier if the Merger shall violate any non-appealable final
      order, decree or judgment of any court or governmental body having competent
      jurisdiction; or

     

    (g)     By
      either Bank or Premier upon the bankruptcy, insolvency or assignment for the
      benefit of creditors of Bank, Premier or of any of the Premier Banks;
      or

     

    (h)     By
      either Bank or Premier, if the shareholders of Bank shall fail to approve the
      Merger by the vote required under the West Virginia Business Corporation Act
      and
      the Articles of Incorporation and Bylaws of Bank.

     

    8.2      Effect
      of Termination.  In the event of termination of this Agreement for
      any reason other than a breach thereof, neither party hereto shall have any
      liability to the other of any nature whatsoever, including any liability for
      loss, damages, or expenses suffered or claimed to be suffered by reason thereof,
      except as provided in Section 8.3.

    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    8.3.     Lost
      Opportunity Costs.

     

    (a)     Bank
      shall pay promptly to Premier a cancellation fee of $275,000.00 (the
      "Termination Fee") if a Triggering Event (as defined in Section 8.3(b) below)
      has occurred; provided that Premier has not breached in any material respect
      the
      obligations of Premier contained in this Agreement.  The Termination
      Fee shall be payable in immediately available funds.

    


    (b)     For
      purposes of this Section 8.3, a "Triggering Event" shall mean:

    


    (i)      a
      willful breach of this Agreement which would permit Premier to terminate this
      Agreement; or

    


    (ii)     the
      occurrence of both paragraphs (A) and (B):

     

    (A)    The
      Bank
      Board of Directors fails to recommend the Merger to Bank shareholders and to
      continue such recommendation until the Bank shareholders meeting duly called
      and
      held for the purpose of approving the Merger (the "Shareholders Meeting"),
      unless the Bank Board of Directors reasonably concludes that one of the
      conditions precedent to Bank's obligation to close, other than the required
      shareholders' vote, is not likely to be met, or unless a recommendation of
      the
      Merger would constitute a breach of the Bank Board of Directors fiduciary duty,
      and

     

    (B)    the
      shareholders of Bank fail to approve and adopt the Merger at the Shareholders
      Meeting in accordance with the terms hereof; or

     

    (iii)    the
      occurrence of both paragraphs (A) and (B):

    


    (A)    The
      shareholders of Bank fail to approve and adopt the Merger at the Shareholders
      Meeting in accordance with the terms hereof and,

     

    (B)    pursuant
      to
      an offer or negotiations initiated or commenced while this Agreement is in
      effect, either:  (a) within 12 months following the date hereof, Bank
      announces or enters into a contract for a transaction with any person or group
      of persons relating to a merger or other business combination involving Bank
      or
      the sale or other disposition of a majority of the assets of, or equity interest
      in, Bank other than a transaction pursuant to which Bank is the surviving
      corporation and the shareholders of Bank are the owners of a majority of the
      stock of the surviving corporation subsequent to the transaction (an
      "Acquisition Transaction") and such transaction is consummated within 18 months
      following the date hereof; (b) within 12 months following the date hereof,
      a
      tender or exchange offer is commenced by any person or group of persons to
      acquire equity securities of Bank if, after giving effect to such offer, such
      person or group would own or have the right to acquire a majority equity
      interest in Bank (a "Tender Offer"), and such equity interest is acquired
      pursuant to such Tender Offer within 18 months following the date
      hereof.

     

    As
      used in this Section 8.3, the terms
      "person" and "group of persons" shall have the meaning set forth in Section
      13(d) of the Securities Exchange Act of 1934.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    8.4      Return
      of Information.  In the event of the termination of this Agreement
      for any reason, each party shall deliver to the other party, and shall require
      each of its officers, agents, employees and independent advisers (including
      legal, financial and accounting advisers) to deliver to the other party all
      documents, work papers, and other material obtained from such other party
      relating to the transactions contemplated hereby, whether obtained before or
      after the execution hereof, including information obtained pursuant to Section
      5
      hereof.  Each party agrees that notwithstanding any other provision
      contained in this Agreement, the undertakings and covenants regarding
      confidentiality contained in Section 5 shall survive termination of this
      Agreement.


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

    


    Section
      9.     Waiver and Amendment

     

    Except
      with respect to required
      approvals of the applicable governmental authorities and shareholders, Premier
      or Bank by written instrument signed by its President at any time (whether
      before or after approval of the Agreement or the Merger by the shareholders
      of
      Bank), may extend the time for the performance of any of the obligations or
      other acts of the other and may waive, with respect to the other:  (i)
      any inaccuracies in the representations or warranties contained in this
      Agreement or in any document delivered pursuant hereto, (ii) compliance with
      any
      of the covenants, undertakings or agreements, or satisfaction of any of the
      conditions to its obligations, contained in this Agreement, and/or (iii) the
      performance (including performance to the satisfaction of a party or its
      counsel) of any obligations set out herein.  This Agreement may be
      amended or supplemented at any time by mutual agreement of the parties (except
      that they may not be amended in any material respect after approval by the
      shareholders of the parties without further approval by such
      shareholders).  Any waiver, amendment or supplement hereof shall be in
      writing.  Any waiver by Premier or Bank of a condition to its
      obligation to perform this Agreement and the subsequent Closing hereunder shall
      be without prejudice to the rights or remedies it may have arising out of any
      breach of any representation, warranty, covenant or other agreement
      hereunder.

    

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

          Exhibit
            10.1 - continued

        

      

    

     

    Section
      10.     Meeting of Shareholders of
      Bank

     

    Bank
      shall take all steps necessary to
      call and hold a meeting of its shareholders in accordance with applicable law
      and the Articles of Incorporation and By-laws of Bank as soon as practicable
      for
      the purpose of submitting this Agreement to its shareholders for their
      ratification, approval and confirmation, and Bank will send to its shareholders
      for purposes of such meeting a proxy statement which will not contain any untrue
      statement of material fact or omit to state any material fact required to be
      stated therein or necessary to make the statements contained therein not
      misleading and which will otherwise comply with all applicable laws, rules
      and
      regulations.  Premier agrees to assist Bank in the preparation of such
      proxy statement which will adequately disclose all information relevant and
      material to the Merger and which will comply with all such laws, rules and
      regulations.  Premier agrees that the material submitted by it to Bank
      for inclusion in the proxy statement which refers to the Merger and to Premier
      and the Premier Subsidiaries will not contain any untrue statement of material
      fact or omit to state any material fact required to be stated therein or
      necessary to make the statements contained therein not misleading and which
      will
      otherwise comply with all applicable laws, rules and
      regulations.  Bank will cause such proxy statement to be mailed by
      First Class mail postage prepaid to all of its shareholders at the last known
      address of each such shareholder contained in Bank's records and in the proxy
      statement and at such meeting of its shareholders Bank will recommend that
      all
      shareholders vote in favor of this Agreement and the
      Merger.  Notwithstanding the foregoing, Bank may disclose to any or
      all of its shareholders any facts with respect to Premier which Bank reasonably
      deems to be material to such shareholders' consideration of this Agreement
      and
      the Merger.

    

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

          Exhibit
            10.1 - continued

        

      

    

    


    Section
      11.     Rights of Dissenting
      Shareholders

     

    Any
      shareholder of Bank who properly
      exercises his right to dissent and perfects his appraisal rights under West
      Virginia law shall be entitled, with respect to any shares as to which he or
      she
      shall so dissent, to the fair value of such shares as of the day prior to the
      date on which the shareholders of Bank voted to approve the Merger, excluding
      any appreciation or depreciation in anticipation of the Merger.  The
      procedures to be followed and the rights of such dissenting shareholders shall
      be those set forth in the West Virginia Business Corporation Act, Sections
      31D-13-1301 et seq.


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

    


    Section
      12.    Indemnification.

     

    12.1    Indemnification.  
      Following the Closing Date and for a period of three (3) years thereafter,
      Premier shall indemnify, defend and hold harmless the present directors,
      officers, and employees of the Bank (an “Indemnified Party”) against all costs
      and expenses (including reasonably attorneys’ fees), judgments, fines, losses,
      claims, damages or liabilities (collectively, “Costs”) incurred in connection
      with any claim, action, suit, proceeding or investigation, whether civil,
      criminal, administrative or investigative by any third party, arising out of
      actions or omissions occurring at or prior to the Closing Date (including,
      but
      not limited to, the transactions contemplated by this Agreement) to the fullest
      extent that Premier if permitted or required to indemnify (and advance expenses
      to) its directors and officers by federal law or under the laws of the
      Commonwealth of Kentucky, Premier’s articles of incorporation, Premier’s bylaws,
      and any agreement as in effect as of the date hereof.

     

    12.2    Insurance.  
      For a period of three (3) years from the Closing Date, Premier shall use its
      reasonable best efforts to provide director’s and officer’s liability insurance
      for the present and former officers and directors of the Bank with respect
      to
      claims against such directors and officers arising from facts or events which
      occurred before the Closing Date, which insurance shall contain at least the
      same coverage and amounts, and contain terms and conditions no less
      advantageous, as coverage currently being provided by Premier.

     

    12.3    Consolidation
      or
      Merger.   If Premier or any of its successors or assigns
      shall consolidate with or merger into any other entity and shall not be the
      continuing or surviving entity of such consolidation or merger or shall transfer
      all or substantially all of its assets to any entity, then and in each case,
      proper provision shall be made so that the successors and assigns of Premier
      shall assume the obligations set forth in this Section 12.

    


    12.4    Survival. 
      Provisions of this Section 12 shall survive the Closing Date and are intended
      to
      be for the benefit of, and shall be enforceable by, each Indemnified Party
      and
      his or her heirs and representatives.

    

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

          Exhibit
            10.1 - continued

        

      

    

     

    Section
      13.  Operations after the Closing Date.

     

    13.1    Employees
      of the
      Bank.   Premier shall consider the current employees of the Bank
      for employment after the Closing Date.  Premier agrees that those
      employees of the Bank who become employees of Premier or its subsidiaries on
      the
      Closing Date (Bank employees), while they remain employees of Premier or its
      subsidiaries after the Closing Date, will be provided with benefits under
      employee benefit plans during their period of employment which are no less
      favorable in the aggregate than those provided by Premier to similarly situated
      employees of Premier and its subsidiaries, except as provided
      herein.  Except as hereinafter provided, as of the Closing Date, in
      the event of termination or amendment of any employee benefit and welfare plan
      in which Bank employees are eligible to participate, (i) such plans will take
      into account for purposes of eligibility, participation, vesting and benefit
      accrual (except that there shall not be any benefit accrual for past service
      under any qualified defined benefit pension plans), the service of such
      employees with the Bank as if such service were with Premier and its
      subsidiaries; (ii) provided Bank employee is currently covered under Bank’s
      medical and/or health plan at Closing Date, Bank employees will not be subject
      to any waiting periods or preexisting condition limitations under any medical,
      dental or health plans of Premier or its subsidiaries in which they are eligible
      to participate and may participate, except that Bank employees hired within
      90
      days prior to the Closing Date will be subject to the waiting periods,
      preexisting  condition limitations, and/or eligibility requirements of
      Premier’s benefit plans calculated using the Bank’s date of hire; (iii) Bank
      employees will retain credit for unused sick leave and vacation play which
      has
      been accrued as of the Closing Date; and (iv) for purposes of determining the
      entitlement of Bank employees to sick leave and vacation pay following the
      Closing Date, the service of such employees with the Bank shall be treated
      as if
      such service were with Premier and its subsidiaries.

     

    13.2    Severance.   Premier
      agrees that each Bank employee who is involuntarily terminated (other than
      for
      cause for actions arising after the Closing Date) within twelve (12) months
      of
      the Closing Date, shall receive a severance payment equal to one (1) week of
      base pay (at the rate in effect on the termination date) for each year of
      service at the Bank (with credit for partial years of service), with a minimum
      payment equal to four (4) weeks of base pay and a maximum payment equal to
      eight
      (8) weeks of base pay.

     

    13.3    Survival.   The
      provisions of this Section 13 shall survive the Closing Date.


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

    


    Section
      14.     Miscellaneous

     

    14.1    Public
      Announcements.  Prior to the Closing Date, each party shall use
      its best efforts to consult with the other party with respect to any prepared
      public announcement, statement or release to the press, or statement to a
      competitor, customer or other third party (except to its consultants or to
      the
      regulatory authorities in connection with applications for governmental
      approvals or filings) with respect to this Agreement or the Merger or the
      transactions contemplated hereby or thereby, except as may be necessary, in
      the
      opinion of counsel, to comply with any law, governmental order or
      regulation.

     

    14.2    Brokers
      and Finders.  Bank and Premier represent each to the other that
      this Agreement and the Merger contemplated hereby are the result of direct
      negotiations between them and that neither Bank nor Premier has incurred any
      liability for any broker's, finder's or similar fees in connection with this
      Agreement or the Merger.

     

    14.3    Disclosed
      In
      Writing.  As used in this Agreement, the phrase "disclosed in
      writing" shall mean disclosed or delivered prior to or within 20 days after,
      the
      date of this Agreement by means of a writing describing in reasonable detail
      the
      matters contained therein and delivered in accordance with Section 12.7
      hereof.  For purposes of this Agreement, anything appearing,
      contained, disclosed or described (i) in any Premier Financial Statement or
      Bank
      Financial Statement (including the notes thereto), (ii) in any call report
      or
      similar periodic report furnished to the Federal Deposit Insurance Corporation,
      the Office of the Comptroller of the Currency, the Federal Reserve Board or
      the
      West Virginia Department of Banking, or (iii) in any periodic report or other
      document filed with the Securities and Exchange Commission (including, but
      not
      limited to, Forms 8-K, Forms 10-K, Forms 10-Q, Annual Reports, and proxy
      statements) by either of Premier or Bank, shall be deemed to be previously
      disclosed.

     

    14.4    Entire
      Agreement.  This Agreement embodies the entire agreement among the
      parties and there have been no agreements, representations, or warranties among
      the parties other than those set forth herein or those provided for
      herein.

     

    14.5    Counterparts.  This
      Agreement has been executed in a number of identical counterparts, and each
      such
      counterpart shall be deemed to be an original instrument, but in making proof
      of
      this Agreement, it shall not be necessary to produce or account for more than
      one such counterpart.

     

    14.6    Invalid
      Provisions.  The invalidity or unenforceability of any particular
      provision of this Agreement shall not affect the other provisions hereof, and
      this Agreement shall be construed in all respects as if such invalid or
      unenforceable provision were omitted.

     

    14.7    Notices.  Any
      notices or other communication required or permitted hereunder shall be
      sufficiently given if sent by registered or certified mail, postage prepaid,
      addressed as follows:

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

    


    TO
      BANK:                  Thomas
      M. Lookabaugh, President

    Citizens
      First Bank, Inc.

    601
      Washington Street

    Ravenswood,
      West Virginia
      26164

    


    with
      a copy
      to:              Charles
      D. Dunbar, Esquire

    Jackson
      Kelly PLLC

    1600
      Laidley Tower (Zip
      25301)

    P.O.
      Box 553

    Charleston,
      West Virginia
      25322

    


    TO
      PREMIER:             Robert
      Walker, President and Chief Executive Officer

    Premier
      Financial Bancorp,
      Inc.

    2883
      Fifth Avenue

    Huntington,
      West Virginia
      25301

    


    with
      a copy
      to:              Thomas
      J. Murray, Esquire

    Daniel
      J. Konrad, Esquire

    Huddleston
      Bolen LLP

    P.
      O. Box 2185

    Huntington,
      West
      Virginia  25722

    


    or
      such other addresses as shall be furnished in writing by either party to the
      other party.  Any such notice or communication shall be deemed to have
      been given as of the date so mailed.

     

    14.8    Headings.  The
      captions contained in this Agreement are inserted solely for convenience of
      reference and shall not affect the meaning or interpretation of this
      Agreement.

     

    14.9    Expenses.  Each
      of the parties hereto will pay its own fees and expenses incurred in connection
      with the transactions contemplated by this Agreement, except as otherwise
      specifically provided herein.

     

    14.10  Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of West Virginia and the United States
      of
      America.

     

    14.11  No
      Assignment.  This Agreement shall be binding upon and shall inure
      to the benefit of the parties hereto and their respective successors and
      assigns; provided, however, that this Agreement may not be assigned by either
      party without the written consent of the other party.

     

    14.12  Effectiveness
      of
      Agreement.  This Agreement shall become effective and binding as
      to Premier and Bank when one or more counterparts shall have been signed and
      delivered by Premier and Bank, and shall become effective and binding as to
      Interim Bank when Interim Bank has executed an Adoption Agreement in
      substantially the form attached hereto as Exhibit "A".

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    14.13  Further
      Acts.  Premier and Bank each agree to execute and deliver on or
      before the Closing Date such other documents, certificates, agreements, or
      other
      writings and to take such other actions as may be necessary or desirable in
      order to consummate or implement expeditiously the transactions contemplated
      by
      this Agreement.

     

    14.14  Representations
      and
      Warranties Not to Survive.  Except for the representations and
      warranties contained in Sections 5, 8.3, 14.9 and 14.15, the representations
      and
      warranties included or provided in this Agreement shall not survive the
      Effective Time.

     

    14.15  Individual
      Directors.  The several Directors of Bank who are signatories to
      this Agreement have joined into this Agreement to evidence their assent hereto,
      and for the express purpose of binding themselves, and each of them, to the
      fulfillment of each of the terms and conditions hereof by the respective parties
      and to the diligent, expeditious and good faith pursuit, and timely
      consummation, of the transactions herein contemplated.  Each of the
      Directors hereby agrees to cooperate fully with the parties, their assistants
      and agents, in consummating the Merger, to vote appropriately upon all corporate
      resolutions of the board of directors toward that end, and to take no action
      inconsistent with the purposes of this Agreement or the consummation of the
      Merger.  Nothing in this Agreement shall be construed to limit or
      affect the fiduciary obligation of Bank's officers and directors to Bank
      shareholders or the ability of any director to vote his or her shares of common
      stock of the Bank.

     

    IN
      WITNESS WHEREOF, Premier and Bank
      have caused this Agreement to be executed by their duly authorized officers
      and
      their corporate seals to be hereunto affixed as of the date first above written,
      pursuant to resolutions adopted by the boards of directors of Premier and Bank,
      acting by a majority thereof, and WITNESS also the signatures hereto of a
      majority of the board of directors of Bank.

    


    PREMIER
      FINANCIAL BANCORP,
      INC.

    


    By _/s/
      Robert W.
      Walker____________________

    Robert
      Walker, President and Chief
      Executive Officer

    


    ATTEST:

    


    _/s/
      Toney K. Adkins _____________

    _Toney
      K. Adkins___________, 

    Assistant
      Secretary

    CITIZENS
      FIRST BANK, INC.

    


    By
_/s/
      Thomas M.
      Lookabaugh_______________

    Thomas
      M. Lookabaugh, President
      and

    Chief
      Executive Officer

    


    ATTEST:

    _/s/
      B. Scott Miller_______________

    _Scott
      Miller__________, Secretary

    


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

        Exhibit
          10.1 - continued

      

       

    

    The
      following Directors of Citizens

    First
      Bank, Inc. do hereby joint in the

    foregoing
      Agreement to evidence their consent

    and
      agreement thereto:

    


    _/s/
      John Myers_______________________

    _John
      Myers_______________, Director

    


    


    _/s/
      B. Scott Miller_____________________

    _Scott
      Miller________________, Director

    


    


    


    _/s/
      Norma Jean Cope__________________

    _Norma
      Jean Cope__________, Director

    


    


    _/s/
      Leslie R. Facemeyer________________

    _Leslie
      R. Facemeyer________, Director

    


    


    _/s/
      Thomas M. Lookabaugh_____________

    _Thomas
      M. Lookabaugh_____, Director

    


    


    ___________________________________

    _________________________,
      Director

    


    


    ___________________________________

    _________________________,
      Director

    


    


    ___________________________________

    _________________________,
      Director

    


    


    ___________________________________

    _________________________,
      Director

    


     

      
        
           

        

        
          45

          
            

          

        

        
          Exhibit
            10.1 - continued

        

      



    
      EXHIBIT
        C

       

       

      Purchase
        price fixed at 1.20 shares plus cash required to make purchase price up to
        $29.25 per shares but not more than $13.25 per share.

       

      
        	
                Weighted
                  Average 

                Premier
                  Stock Price

              	
                Stock
                  Consideration

              	
                Cash
                  per Citizens

                First
                  Share

              	
                Total
                  Value per

                Citizens
                  First Share

              
	 	 	 	 
	
                $16.50

              	
                1.20

              	
                9.450

              	
                $29.250

              
	
                $16.40

              	
                1.20

              	
                9.570

              	
                $29.250

              
	
                $16.30

              	
                1.20

              	
                9.690

              	
                $29.250

              
	
                $16.20

              	
                1.20

              	
                9.810

              	
                $29.250

              
	
                $16.10

              	
                1.20

              	
                9.930

              	
                $29.250

              
	
                $16.00

              	
                1.20

              	
                10.050

              	
                $29.250

              
	
                $15.90

              	
                1.20

              	
                10.170

              	
                $29.250

              
	
                $15.80

              	
                1.20

              	
                10.290

              	
                $29.250

              
	
                $15.70

              	
                1.20

              	
                10.410

              	
                $29.250

              
	
                $15.60

              	
                1.20

              	
                10.530

              	
                $29.250

              
	
                $15.50

              	
                1.20

              	
                10.650

              	
                $29.250

              
	
                $15.40

              	
                1.20

              	
                10.770

              	
                $29.250

              
	
                $15.30

              	
                1.20

              	
                10.890

              	
                $29.250

              
	
                $15.20

              	
                1.20

              	
                11.010

              	
                $29.250

              
	
                $15.10

              	
                1.20

              	
                11.130

              	
                $29.250

              
	
                $15.00

              	
                1.20

              	
                11.250

              	
                $29.250

              
	
                $14.90

              	
                1.20

              	
                11.370

              	
                $29.250

              
	
                $14.80

              	
                1.20

              	
                11.490

              	
                $29.250

              
	
                $14.70

              	
                1.20

              	
                11.610

              	
                $29.250

              
	
                $14.60

              	
                1.20

              	
                11.730

              	
                $29.250

              
	
                $14.50

              	
                1.20

              	
                11.850

              	
                $29.250

              
	
                $14.40

              	
                1.20

              	
                11.970

              	
                $29.250

              
	
                $14.30

              	
                1.20

              	
                12.090

              	
                $29.250

              
	
                $14.20

              	
                1.20

              	
                12.210

              	
                $29.250

              
	
                $14.10

              	
                1.20

              	
                12.330

              	
                $29.250

              
	
                $13.90

              	
                1.20

              	
                12.570

              	
                $29.250

              
	
                $13.80

              	
                1.20

              	
                12.690

              	
                $29.250

              
	
                $13.70

              	
                1.20

              	
                12.810

              	
                $29.250

              
	
                $13.60

              	
                1.20

              	
                12.930

              	
                $29.250

              
	
                $13.50

              	
                1.20

              	
                13.050

              	
                $29.250

              
	
                $13.40

              	
                1.20

              	
                13.170

              	
                $29.250

              
	
                $13.33

              	
                1.20

              	
                13.250

              	
                $29.250

              
	
                $13.30

              	
                1.20

              	
                13.250

              	
                $29.214

              
	
                $13.20

              	
                1.20

              	
                13.250

              	
                $29.094

              
	
                $13.10

              	
                1.20

              	
                13.250

              	
                $28.974

              
	
                $13.00

              	
                1.20

              	
                13.250

              	
                $28.854

              
	
                $12.90

              	
                1.20

              	
                13.250

              	
                $28.734

              
	
                $12.80

              	
                1.20

              	
                13.250

              	
                $28.614

              
	
                $12.70

              	
                1.20

              	
                13.250

              	
                $28.494

              


      

      



      
        
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