Exhibit 10.1
    

    
      PBIB CORPORATION
2500 Eastpoint Parkway
Louisville, Kentucky 40223
    

    
      September 30, 2015
    

    
      Patriot Financial Partners. L.P.
Attn:  W. Kirk Wycoff
Cira
      Centre
2929 Arch Street, 27th Floor
Philadelphia,
      Pennsylvania 19104
    

    
      Gentlemen:
    

    
      Patriot Financial Partners, L.P., a Delaware limited partnership
      (“Patriot”) has agreed to purchase $1,333,333 face amount of shares of
      the capital securities issued by Porter Statutory Trust IV (the “Securities”)
      effective on or before September 30, 2015.
    

    
      Patriot agrees,  immediately upon completing its purchase of the
      Securities, to transfer the Securities by book-entry delivery to PBIB
      Corporation, a Kentucky corporation (“PBIB”) and wholly
      owned subsidiary of Porter Bancorp, Inc. (“Porter”), and in exchange,
      PBIB will deliver to Patriot stock certificates representing 400,000
      newly issued Non-Voting Common Shares of Porter (the “Shares”).
    

    
      PBIB and Patriot understand and acknowledge that Patriot may transfer
      some or all of (i) its rights to purchase the Securities, (ii) the
      Securities, or (iii) the Shares to an affiliate of Patriot, and such
      affiliate of Patriot will agree to be bound by the terms of this
      Agreement to the same extent that Patriot is bound by the terms of this
      Agreement.  
    

    
      Patriot understands and acknowledges that the Shares have not been
      registered under federal and applicable state securities laws and may
      not be sold or transferred by Patriot unless so registered or subject to
      an exemption from registration under federal and applicable state
      securities laws.  Neither PBIB nor Porter is under any obligation to
      register the Shares for resale by Patriot.  Patriot further understands
      and acknowledges that the Shares will be “restricted securities” within
      the meaning of Rule 144 under the federal Securities Act of 1933, as
      amended, and any stock certificates issued to represent the Shares will
      bear a legend to that effect.
    

    
      PBIB and Patriot will each be responsible for its own expenses relating
      to any aspect of this Agreement.
    

    
      This Agreement constitutes the entire agreement of the parties with
      respect to the subject matter contained herein, and supersedes all prior
      and contemporaneous understandings and agreements, both written and
      oral, with respect to such subject matter.  The terms of this Agreement
      may only be amended or modified only by a written agreement signed by
      each party hereto.
    

    
      This Agreement shall be governed by and construed in accordance with the
      internal laws of the Commonwealth of Kentucky without giving effect to
      any choice or conflict of law provision or rule (whether of the
      Commonwealth of Kentucky or any other jurisdiction) that would cause the
      application of laws of any jurisdiction other than those of the
      Commonwealth of Kentucky.  Any legal suit, action or proceeding arising
      out of or based upon this Agreement or the transactions contemplated
      hereby may be instituted in the federal courts of the United States of
      America or the courts of the Commonwealth of Kentucky in each case
      located in the county of Jefferson, and each party irrevocably submits
      to the exclusive jurisdiction of such courts in any such suit, action or
      proceeding.  Each party acknowledges and agrees that any controversy
      which may arise under this Agreement is likely to involve complicated
      and difficult issues and, therefore, each such party irrevocably and
      unconditionally waives any right it may have to a trial by jury in
      respect of any legal action arising out of or relating to this Agreement
      or the transactions contemplated hereby.
    

    

    

    
      
        

        

      

      
        
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      Any term or provision of this Agreement which is invalid or
      unenforceable in any jurisdiction shall, as to that jurisdiction, be
      ineffective to the extent of such invalidity or unenforceability without
      rendering invalid or unenforceable the remaining terms and provisions of
      this Agreement or affecting the validity or enforceability of any of the
      terms or provisions of this Agreement in any other jurisdiction. If any
      provision of this Agreement is so broad as to be unenforceable, the
      provision shall be interpreted to be only so broad as is enforceable.
    

    
      This Agreement may be executed via facsimile or electronic mail
      transmission and may be executed in separate counterparts, each of which
      shall be deemed to be an original and all of which together shall
      constitute a single instrument.
    

    
      Please countersign in the space provided below and return a fully
      executed copy to PBIB.  Upon such countersignature, this Agreement shall
      take effect as of the date on the first page.
    

    

    


    	
           
        	
          Very truly yours,
        
	

        	

        	
           
        
	

        	
          
            PBIB CORPORATION
          

        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            PORTER BANCORP, INC., its sole
          

        
	

        	

        	
          
            shareholder
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ John T. Taylor
          

        
	

        	

        	
          Name: John T. Taylor
        
	

        	

        	
          Title: Chief Executive Officer
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            PATRIOT FINANCIAL PARTNERS, L.P.
          

        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ W. Kirk Wycoff
          

        
	

        	

        	
          Name: W. Kirk Wycoff
        
	

        	

        	
          Title: Managing Partner
        


    

    

    

    
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