modificationagreement122208.htm


    EXHIBIT 10.1

      


       

      MODIFICATION
AND EXTENSION AGREEMENT

       

      Note
#300757

       

      This
MODIFICATION AND EXTENSION
AGREEMENT (the "Agreement') is made this 22nd day of December the year
2008 by and between:

       

      THE
BANKERS' BANK OF KENTUCKY

      107
Progress Drive

      P.O.
Box 713

      Frankfort,
Ky. 40601 ("Lender')

      And

       

      PREMIER
FINANCIAL BANCORP, INC.

      2883
5TH
Avenue

      Huntington,
WV 25702 ("Borrower')

       

      Whereas,
Borrower is indebted to Lender as of the date hereof in the amount of $4,709,390.00
evidenced by a term note from Borrower to Lender in the original face
amount of six million
five hundred thousand and 00/100 dollars  ($6,500,000.00),
dated November
10, 2006 (the "Note"), which is secured by 559,800 shares of Citizens
Deposit Bank & Trust, Inc., Vanceburg, Kentucky (“Citizens”) stock and
18,750 shares of Farmers Deposit Bank, Eminence, Kentucky (“Farmers”)
stock.

       

      Now, Therefore, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Lender and Borrower hereby agree as follows:

       

      
        	
                1.             

              	
                Amendment
      of Terms.
      Borrower and Lender desire to modify, renew and/or extend the Note
      by amending the terms thereof as follows, to be effective from and after
      the date hereof:

              


      

       

      Interest
Rate:  The
outstanding principal balance under this Term Note shall bear annual interest at
the rate of the Prime Rate, as announced from time to time by J.P. Morgan Chase
Bank, New York, New York, minus one (1%) percent, adjusted daily, with a floor
rate of 3.00% and a ceiling rate of 6.00%.  The Prime Rate of J.P.
Morgan Chase Bank will function only as a tool for setting the rate
on  this Term Note and Lender does not represent that such rate has
any relationship to the rate it charges its other customers.

       

      
        	
                2.             

              	
                No
      Novation. Lender
      and Borrower specifically agree that this Agreement represents a
      continuation and modification of credit previously extended and is not
      intended to constitute a novation. Except as expressly modified or amended
      herein, all of the terms and conditions of the Note shall remain in full
      force and effect

              


      

      


      


       

      IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first set forth
above

      


      LENDER                                                                                     BANKERS’
BANK OF KENTUCKY

                                        By:_/s/ John B.
Clark__________________________

                                          John B. Clark,
Executive Vice President

      


      


      BORROWER                                                                               PREMIER
FINANCIAL BANCORP, INC.

                           By:
_/s/ Robert W.
Walker_______________________

                                          Robert W. Walker,
President and CEO