ctb8kacq0507ex10-1.htm

Exhibit
    10.1                                                                                                                                                                                                                                                              

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    AGREEMENT
      AND PLAN OF MERGER

     

    DATED
      AS
      OF MAY 31, 2007

     

    BY
      AND
      BETWEEN

     

    COMMUNITY
      TRUST BANCORP, INC.

     

    AND

     

    EAGLE
      FIDELITY, INC.

     

    
      
         

      

       

      
         

              

                  TABLE
            OF CONTENTS      
      

                  
      
      

                                                                                                                             Page              
    

      

    

    
      	
              1.

            	
              Definitions 

            	
              1

            


    

     

    
      	
              2.

            	
              The
                Merger 

            	
              4

            


    

     

    
      	
               

            	
              2.1

            	
              The
                Merger 

            	
              4

            


    

     

    
      	
               

            	
              2.2

            	
              Closing 

            	
              4

            


    

     

    
      	
               

            	
              2.3

            	
              Effective
                Time 

            	
              4

            


    

     

    
      	
               

            	
              2.4

            	
              Effects
                of the Merger 

            	
              4

            


    

     

    
      	
               

            	
              2.5

            	
              Merger
                Consideration 

            	
              4

            


    

     

    
      	
               

            	
              2.6

            	
              Election
                and Proration Procedures 

            	
              6

            


    

     

    
      	
               

            	
              2.7

            	
              Exchange
                Procedures 

            	
              6

            


    

     

    
      	
               

            	
              2.8

            	
              Effect
                on Outstanding Shares of Community Trust Common
                Stock 

            	
              7

            


    

     

    
      	
               

            	
              2.9

            	
              Directors
                of Surviving Corporation after Effective Time 

            	
              7

            


    

     

    
      	
               

            	
              2.10

            	
              Articles
                of Incorporation and Bylaws 

            	
              7

            


    

     

    
      	
               

            	
              2.11

            	
              Dissenters’
                Rights 

            	
              7

            


    

     

    
      	
               

            	
              2.12

            	
              Bank
                Merger 

            	
              7

            


    

     

    
      	
               

            	
              2.13

            	
              Alternative
                Structure 

            	
              7

            


    

     

    
      	
              3.

            	
              Representations
                and Warranties 

            	
              7

            


    

     

    
      	
               

            	
              3.1

            	
              Disclosure
                Letters 

            	
              7

            


    

     

    
      	
               

            	
              3.2

            	
              Representations
                and Warranties of Eagle 

            	
              7

            


    

     

    
      	
               

            	
              3.3

            	
              Representations
                and Warranties of Community Trust 

            	
              12

            


    

     

    
      	
              4.

            	
              Conduct
                Pending the Merger 

            	
              15

            


    

     

    
      	
               

            	
              4.1

            	
              Forbearances
                by Eagle 

            	
              15

            


    

     

    
      	
               

            	
              4.2

            	
              Forbearances
                by Community Trust 

            	
              16

            


    

     

    
      	
              5.

            	
              Covenants 

            	
              17

            


    

     

    
      	
               

            	
              5.1

            	
              Acquisition
                Proposals 

            	
              17

            


    

     

    
      	
               

            	
              5.2

            	
              Access
                and Information 

            	
              17

            


    

     

    
      	
               

            	
              5.3

            	
              Applications;
                Consents 

            	
              18

            


    

     

    
      	
               

            	
              5.4

            	
              Antitakeover
                Provisions 

            	
              18

            


    

     

    
      	
               

            	
              5.5

            	
              Additional
                Agreements 

            	
              18

            


    

     

    
      	
               

            	
              5.6

            	
              Publicity 

            	
              18

            


    

     

    
      	
               

            	
              5.7

            	
              Shareholders’
                Meeting 

            	
              18

            


    

     

    
      	
               

            	
              5.8

            	
              Registration
                of Community Trust Common Stock 

            	
              18

            


    

     

    
      	
               

            	
              5.9

            	
              Affiliate
                Letters 

            	
              18

            


    

     

    
      
         

      

      
        i

        
          

        

      

      
         

      

    

    
      	
               

            	
              5.10

            	
              Notification
                of Certain Matters 

            	
              18

            


    

     

    
      	
               

            	
              5.11

            	
              Employee
                Benefits Matters 

            	
              18

            


    

     

    
      	
               

            	
              5.12

            	
              Indemnification 

            	
              19

            


    

     

    
      	
               

            	
              5.13

            	
              Advisory
                Board 

            	
              19

            


    

     

    
      	
               

            	
              5.14

            	
              Exchange
                Listing 

            	
              19

            


    

     

    
      	
              6.

            	
              Conditions
                to Consummation 

            	
              19

            


    

     

    
      	
               

            	
              6.1

            	
              Conditions
                to Each Party’s Obligations 

            	
              19

            


    

     

    
      	
               

            	
              6.2

            	
              Conditions
                to the Obligations of Community Trust 

            	
              20

            


    

     

    
      	
               

            	
              6.3

            	
              Conditions
                to the Obligations of Eagle 

            	
              20

            


    

     

    
      	
              7.

            	
              Termination 

            	
              20

            


    

     

    
      	
               

            	
              7.1

            	
              Termination 

            	
              20

            


    

     

    
      	
               

            	
              7.2

            	
              Termination
                Fee 

            	
              21

            


    

     

    
      	
               

            	
              7.3

            	
              Effect
                of Termination 

            	
              21

            


    

     

    
      	
              8.

            	
              Certain
                Other Matters 

            	
              21

            


    

     

    
      	
               

            	
              8.1

            	
              Notification
                of Offer 

            	
              21

            


    

     

    
      	
               

            	
              8.2

            	
              Interpretation 

            	
              21

            


    

     

    
      	
               

            	
              8.3

            	
              Survival 

            	
              22

            


    

     

    
      	
               

            	
              8.4

            	
              Waiver;
                Amendment 

            	
              22

            


    

     

    
      	
               

            	
              8.5

            	
              Counterparts 

            	
              22

            


    

     

    
      	
               

            	
              8.6

            	
              Governing
                Law 

            	
              22

            


    

     

    
      	
               

            	
              8.7

            	
              Expenses 

            	
              22

            


    

     

    
      	
               

            	
              8.8

            	
              Notices 

            	
              22

            


    

     

    
      	
               

            	
              8.9

            	
              Entire
                Agreement; etc 

            	
              22

            


    

     

    
      	
               

            	
              8.10

            	
              Successors
                and Assigns; Assignment 

            	
              22

            


    

     

    
      	
               

            	
              8.11

            	
              Severability 

            	
              22

            


    

     

    
      	
               

            	
              8.12

            	
              Specific
                Performance 

            	
              22

            


    

     

    
      	
               

            	
              8.13

            	
              Prevailing
                Party 

            	
              22

            


    

     

    EXHIBITS

    
      	
               

            	
              Exhibit
                A

            	
              Form
                of Voting Agreement

            


    

    


    
      	
               

            	
              Exhibit
                B

            	
              Plan
                of Bank Merger

            


    

    


    
      	
               

            	
              Exhibit
                C

            	
              Form
                of Affiliate Letter

            


    

     

     

    
      
         

      

      
        ii

        
          

        

      

      
         

      

    

     


    AGREEMENT
      AND PLAN OF MERGER

     

    This
      is
      an Agreement and Plan of Merger, dated as of the 31st
      day of May, 2007
      (“Agreement”), by and between Community Trust Bancorp, Inc., a
      Kentucky corporation (“Community Trust”), and Eagle Fidelity,
      Inc., a Kentucky corporation (“Eagle”).

     

    RECITALS

     

    Whereas,
      the Board of Directors of each of Community Trust and Eagle (i) has determined
      that this Agreement and the business combination and related transactions
      contemplated hereby are advisable and in the best interests of Community Trust
      and Eagle, as the case may be, and in the best long-term interests of the
      shareholders of Community Trust and Eagle, as the case may be, and (ii) has
      determined that this Agreement and the transactions contemplated hereby are
      consistent with, and in furtherance of, its respective business
      strategies.

     

    Whereas,
      prior to making these determinations, Eagle engaged an investment banker to
      solicit the highest and best offer, and the determinations of the Board of
      Directors of Eagle were based on numerous factors, including, but not limited
      to, the consideration to be paid in the transaction, the structure of the
      business combination contemplated herein, and the historical performance and
      liquidity of Community Trust Common Stock (as defined herein).

     

    Whereas,
      the parties hereto intend that the Merger (as defined herein) shall qualify
      as a
      reorganization under the provisions of Section 368(a) of the IRC (as defined
      herein) for federal income tax purposes.

     

    Whereas,
      Community Trust and Eagle each desire to make certain representations,
      warranties, covenants and agreements in connection with the business combination
      and related transactions provided for herein and to prescribe various conditions
      to such transactions.

     

    Whereas,
      as a condition and inducement to Community Trust’s willingness to enter into
      this Agreement, each of the members of the Board of Directors of Eagle has
      entered into an agreement dated as of the date hereof in the form of Exhibit
      A attached hereto, pursuant to which he or she will vote his or her shares
      of Eagle Common Stock (as defined herein) in favor of this Agreement and the
      transactions contemplated hereby.

     

    AGREEMENT

     

    Now,
      Therefore, in consideration of the premises and of the mutual
      representations, warranties, covenants and agreements herein contained, and
      intending to be legally bound hereby, the parties hereto agree as
      follows:

     

    1.    Definitions.  

     

    For
      purposes of this Agreement:

     

    “Acquisition
      Proposal” means with respect to a party, any proposal or offer with
      respect to any of the following (other than the transactions contemplated
      hereunder): (i) any merger, consolidation, share exchange, business
      combination, extraordinary transaction or other similar transaction involving
      such party or any of its Subsidiaries; (ii) any sale, lease, exchange,
      mortgage, pledge, transfer or other disposition of 25% or more of such party’s
      consolidated assets outside of the regular course of business in a single
      transaction or series of related transactions; (iii) any tender offer or
      exchange offer for 25% or more of the outstanding shares of such party’s capital
      stock or the filing of a registration statement under the Securities Act in
      connection therewith; or (iv) any public announcement of a proposal, plan
      or intention to do any of the foregoing or any agreement to engage in any of
      the
      foregoing.

     

    “Affiliate
      Letter” means the letter in the form attached hereto as Exhibit
      C.

     

    “Agreement”
      means this Agreement, as amended, modified, or amended and restated from time
      to
      time in accordance with its terms.

     

    “All
      Cash Election” shall have the meaning given to that term in Section
      2.5(c)(2)(B).

     

    “All
      Stock Election” shall have the meaning given to that term in
Section 2.5(c)(2)(A).

     

    “Articles
      of Merger” shall have the meaning given to that term in Section
2.3.

     

    “Average
      Closing Price” means the average of the closing sale prices of
      Community Trust Common Stock, as reported on the NASDAQ Global Select Market
      (excluding sale prices of Community Trust Common Stock during extended-hours
      trading) for the ten (10) consecutive full trading days in which such shares
      are
      traded on the NASDAQ Global Select Market ending at the close of trading on
      the
      Determination Date.

     

    “Bank
      Merger” shall have the meaning given to that term in Section 2.12.

     

    “BHC
      Act” means the Bank Holding Company Act of 1956, as
      amended.

     

    “Cash
      Consideration” shall have the meaning given to that term in Section
      2.5(a).

     

    “Cash
      Election” shall have the meaning given to that term in Section
      2.6(b).

     

    “Cash
      Election Shares” shall have the meaning given to that term in
Section 2.6(b).

     

    “Cash
      Exchange Amount” shall have the meaning given to that term in
Section 2.5(c)(1).

     

    “Certificate”
      shall mean a certificate representing Eagle Common Stock.

     

    “Closing”
      shall have the meaning given to that term in Section 2.2.

     

    “Closing
      Date” shall have the meaning given to that term in Section
2.2.

     

    “Community
      Trust” shall have the meaning given to that term in the
      preamble.

     

    “Community
      Trust Bank” shall have the meaning given to that term in Section
2.12.

     

    “Community
      Trust Common Stock” means the common stock, par value $5.00 per share,
      of Community Trust.

     

    “Community
      Trust Employee Plans” shall have the meaning given to that term in
Section 3.3(q)(1).

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    “Community
      Trust Financial Statements” shall have the meaning given to that term
      in Section 3.3(j).

     

    “Community
      Trust Qualified Plan” shall have the meaning given to that term in
Section 3.3(q)(5).

     

    “Community
      Trust Regulatory Filings” shall have the meaning given to that term in
Section 3.3(e)(2).

     

    “Community
      Trust’s Reports” shall have the meaning given to that term in
Section 3.3(e)(1).

     

    “Confidentiality
      Agreements” shall have the meaning given to that term in Section
      5.2(c).

     

    “Continuing
      Employee” shall have the meaning given to that term in Section
5.11(a).

     

    “Continuity
      of Interest Date” shall have the meaning given to that term in
Section6.1(g).

     

    “Continuity
      of Interest Test” shall have the meaning given to that term in
Section6.1(g).

     

    “CRA”
      means the Community Reinvestment Act.

     

    “CT
      Measuring Price” shall have the meaning given to that term in
Section 2.5(b)(2).

     

    “CT
      Shares” shall have the meaning given to that term in Section
      2.5(b)(2).

     

    “D&O
      Tail Coverage” shall have the meaning given to that term in Section
      5.12(c).

     

    “Determination
      Date” shall mean three (3) business days prior to the Closing
      Date.

     

    “Disclosure
      Letter” shall have the meaning given to that term in Section 3.1.

     

    “Dissenters’
      Shares” shall have the meaning given to that term in Section 2.11.

     

    “Eagle”
      shall have the meaning given to that term in the preamble.

     

    “Eagle
      Common Stock” means the common stock, par value $1.00 per share, of
      Eagle.

     

    “Eagle
      Employee Plans” shall have the meaning given to that term in
Section 3.2(r)(1).

     

    “Eagle
      Bank” shall have the meaning given to that term in Section
2.12.

     

    “Eagle
      Qualified Plan” shall have the meaning given to that term in
Section 3.2(r)(6).

     

    “Eagle
      Regulatory Filings” shall have the meaning given to that term in
Section 3.2(g).

     

    “Eagle
      Shares” shall have the meaning given to that term in Section
      2.5(a).

     

    “Effective
      Time” shall have the meaning given to that term in Section
2.3.

     

    “Election
      Deadline” shall have the meaning given to that term in Section
      2.6(c).

     

    “Election
      Form” shall have the meaning given to that term in Section
      2.6(a).

     

    “Election
      Modification Period” shall have the meaning given to that term in
Section 2.6(c).

     

    “Environmental
      Law” means any federal, state or local law, statute, ordinance, rule,
      regulation, code, license, permit, authorization, approval, consent, order,
      directive, executive or administrative order, judgment, decree, injunction,
      or
      agreement with any Governmental Entity relating to (i) the protection,
      preservation or restoration of the environment (which includes, without
      limitation, air, water vapor, surface water, groundwater, drinking water supply,
      soil, surface land, subsurface land, plant and animal life or any other natural
      resource), or to human health or safety as it relates to Hazardous Materials,
      or
      (ii) the exposure to, or the use, storage, recycling, treatment, generation,
      transportation, processing, handling, labeling, production, release or disposal
      of, Hazardous Materials, in each case as amended and as now in
      effect.  The term Environmental Law includes, without limitation, the
      Federal Comprehensive Environmental Response, Compensation
      and Liability Act of 1980, the Superfund Amendments and Reauthorization Act
      of
      1986, the Federal Water Pollution Control Act of 1972, the Federal Clean Air
      Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery
      Act of 1976, the Federal Solid Waste Disposal and the Federal Toxic Substances
      Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Federal
      Occupational Safety and Health Act of 1970 as it relates to Hazardous Materials,
      the Federal Hazardous Substances Transportation Act, the Emergency Planning
      and
      Community Right-To-Know Act, the Safe Drinking Water Act, the Endangered Species
      Act, the National Environmental Policy Act, the Rivers
      and Harbors Appropriation Act or any so-called “Superfund”
or “Superlien” law, each as amended and as now in effect.

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as
      amended.

     

    “ERISA
      Affiliate” means any corporation, company, trade or business that,
      together with Eagle or Community Trust, as applicable, is treated, or has been
      treated, as a “single employer” under sections 414(b), (c), (m), or (o) of the
      IRC.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as
      amended.

     

    “Exchange
      Agent” shall mean Community Trust Bank.

     

    “FDIA”
      means the Federal Deposit Insurance Act, as amended.

     

    “FDIC”
      means the Federal Deposit Insurance Corporation.

     

    “Federal
      Reserve Board” means the Board of Governors of the Federal Reserve
      System.

     

    “GAAP”
      means generally accepted accounting principles.

     

    “Government
      Regulator” means any federal or state governmental authority charged
      with the supervision or regulation of depository institutions or depository
      institution holding companies or engaged in the insurance of bank
      deposits.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    “Governmental
      Entity” means any court, administrative agency or commission or other
      governmental authority or instrumentality.

     

    “Hazardous
      Material” means any substance (whether solid, liquid or gas) which is
      or could be detrimental to human health or safety or to the environment,
      currently or hereafter listed, defined, designated or classified as hazardous,
      toxic, radioactive or dangerous, or otherwise regulated, under any Environmental
      Law, whether by type or by quantity, including any substance containing any
      such
      substance as a component. Hazardous Material includes, without limitation,
      any
      toxic waste, pollutant, contaminant, hazardous substance, toxic substance,
      hazardous waste, special waste, industrial substance, oil or petroleum, or
      any
      derivative or by-product thereof, radon, radioactive material, asbestos,
      asbestos-containing material, urea formaldehyde foam insulation, lead and
      polychlorinated biphenyl.

     

    “HIPAA”
      shall mean the Health Insurance Portability and Accountability Act of 1996,
      as
      amended.

     

    “Indemnified
      Party” shall have the meaning given to that term in Section
5.12(a).

     

    “IRC”
      means the Internal Revenue Code of 1986, as amended.

     

    “IRS”
      means the Internal Revenue Service.

     

    “KBCA”
      means the Kentucky Business Corporation Act, as amended.

     

    “Knowledge”
      of a particular fact or other matter means, (a) with respect to Eagle, the
      actual knowledge of Dennis W Rich, president and chief executive officer of
      Eagle, or Rick W. Wood, executive vice-president of Eagle, and (b) with respect
      to Community Trust, the actual knowledge of any officer of Community Trust
      with
      the title ranking not less than senior vice president.

     

    “Letter
      of Transmittal” shall have the meaning given to that term in
Section 2.7(a).

     

    “Lien”
      means any charge, mortgage, pledge, security interest, claim, lien or
      encumbrance.

     

    “Loan”
      means a loan, lease, advance, credit enhancement, guarantee or other extension
      of credit.

     

    “Loan
      Property” means any property in which the applicable party (or a
      Subsidiary of it) holds a security interest and, where required by the context,
      includes the owner or operator of such property, but only with respect to such
      property.

     

    “Mailing
      Date” shall have the meaning given to that term in Section
      2.6(a).

     

    “Material
      Adverse Effect” means an effect which is material and adverse to the
      business, financial condition, assets, liabilities or results of operations
      of
      Eagle or Community Trust, as the context may dictate, and its Subsidiaries
      taken
      as a whole; provided, however, that any such effect resulting
      from any (i) changes in laws, rules or regulations or generally accepted
      accounting principles or regulatory accounting requirements or interpretations
      thereof that apply to both Community Trust and Eagle, (ii) changes in laws,
      rules or regulations or generally accepted accounting principles or regulatory
      accounting requirements or interpretations thereof that apply to companies
      subject to the reporting requirements of Section 12 or 15 of the Exchange Act,
      (iii) actions and omissions of Community Trust or Eagle taken with the prior
      written consent of the other in contemplation of the transactions contemplated
      hereby, (iv) direct effects of this Agreement on the operating performance
      of
      the parties, including reasonable expenses incurred by the parties in
      consummating the transactions contemplated by this Agreement, (v) changes
      resulting from the announcements of transactions contemplated by this Agreement,
      and (vi) changes in general political or economic conditions in the United
      States of America, shall not be considered in determining if a Material Adverse
      Effect has occurred.

     

    “Merger”
      shall have the meaning given to that term in Section 2.1.

     

    “Merger
      Consideration” shall have the meaning given to that term in Section
      2.5(a).

     

    “Mixed
      Election” shall have the meaning given to that term in Section
      2.5(c)(2)(C).

     

    “NASDAQ”
      shall have the meaning given to that term in Section
      2.5(b)(2).

     

    “Non-Election”
      shall have the meaning given to that term in Section
      2.6(b).

     

    “Non-Election
      Proration Factor” shall have the meaning given to that term in
Section 2.6(e).

     

    “Non-Election
      Shares” shall have the meaning given to that term in Section
      2.6(b).

     

    “Offer
      Notification” shall have the meaning given to that term in Section
      8.1.

     

    “Out-of-Pocket
      Expenses” shall have the meaning given to that term in Section
      7.2(a).

     

    “Participation
      Facility” means any facility in which the applicable party (or a
      Subsidiary of it) participates in the management (including all property held
      as
      trustee or in any other fiduciary capacity) and, where required by the context,
      includes the owner or operator of such property, but only with respect to such
      property.

     

    “Per
      Share Consideration” shall have the meaning given to that term in
Section 2.5(b)(1).

     

    “Person”
      means an individual, corporation, limited liability company, partnership,
      association, trust, unincorporated organization or other entity.

     

    “Proxy
      Statement-Prospectus” shall have the meaning given to that term in
Section 5.8.

     

    “Registration
      Statement” shall have the meaning given to that term in Section
5.8.

     

    “Representative”
      shall have the meaning given to that term in Section
      2.6(b).

     

    “SEC”
      means the United States Securities and Exchange Commission.

     

    “Securities
      Act” means the Securities Act of 1933, as amended, and the rules and
      regulations promulgated thereunder.

     

    “Shortfall
      Number” shall have the meaning given to that term in Section
      2.6(e).

     

    “Stock
      Consideration” shall have the meaning given to that term in Section
      2.5(a).

     

    “Stock
      Conversion Number” shall have the meaning given to that term in
Section 2.6(d).

    
      
         

      

      
        3

        
          

        

      

                    
        “Stock Election” shall have the meaning given to that term in
Section 2.6(b).

    

     

    “Stock
      Election Shares” shall have the meaning given to that term in
Section 2.6(b).

     

    “Stock
      Exchange Ratio” shall have the meaning given to that term in
Section 2.5(b)(3).

     

    “Shareholder
      Meeting” shall have the meaning given to that term in Section 5.7.

     

    “Subsidiary”
      means a corporation, partnership, joint venture or other entity in which Eagle
      or Community Trust, as the case may be, has, directly or indirectly, an equity
      interest representing 50% or more of any class of the capital stock thereof
      or
      other equity interests therein.

     

    “Superior
      Proposal” means an unsolicited, bona fide written offer made by a third
      party to consummate an Acquisition Proposal that (i) Eagle’s Board of Directors
      determines in good faith, after consulting with its outside legal counsel and
      its financial advisor, is reasonably likely to result in a transaction that
      is
      more favorable to the shareholders of Eagle than the transactions contemplated
      hereby, including any adjustments to the terms and conditions of such
      transactions proposed by Community Trust in response to such Acquisition
      Proposal as provided in Section 8.1, and taking into account all legal,
      financial, regulatory and other aspects of the Acquisition Proposal and the
      entity making the Acquisition Proposal, (ii) is not conditioned on obtaining
      any
      financing, and (iii) is for 100% of the outstanding shares of Eagle Common
      Stock.

     

    “Surviving
      Corporation” shall have the meaning given to that term in Section
2.1.

     

    “Taxes”
      means all income, franchise, gross receipts, real and personal property, real
      property transfer and gains, wage and employment taxes.

     

    “Termination
      Fee” shall have the meaning given to that term in Section
      7.2(b).

     

    “Third
      Party” shall have the meaning given to that term in Section
      8.1.

     

    “Topping
      Offer” shall have the meaning given to that term in Section
      8.1.

     

    “True-Down
      Amount” shall have the meaning given to that term in Section
      7.1(g).

     

    “True-Up
      Amount” shall have the meaning given to that term in Section
      7.1(h).

     

    2.    The
      Merger.  

     

    2.1    The
      Merger.  Upon the terms and subject to the conditions
      set forth in this Agreement, Eagle will merge with and into Community Trust
      (“Merger”) at the Effective Time.  At the Effective Time, the separate
      corporate existence of Eagle shall cease.  Community Trust shall be
      the surviving corporation (hereinafter sometimes referred to in such capacity
      as
      the “Surviving Corporation”) in the Merger and shall continue to be governed by
      the KBCA and its name and separate corporate existence, with all of its rights,
      privileges, immunities, powers and franchises, shall continue unaffected by
      the
      Merger.

     

    2.2    Closing.  The
      closing of the Merger (the “Closing”) will take place in the offices of
      Greenebaum Doll & McDonald PLLC, 3500 National City Tower, 101 South Fifth
      Street, Louisville, Kentucky 40202, at 10:00 a.m. on the date designated by
      Community Trust, which date shall be within thirty (30) days following the
      satisfaction or waiver of the last of conditions to Closing set forth in Article
      VI and which date shall be reasonably acceptable to Eagle (other than those
      conditions that by their nature are to be satisfied at the Closing), or such
      later date as the parties may otherwise agree in writing (the “Closing
      Date”).

     

    2.3    Effective
      Time.  In connection with the Closing,
      Community Trust and Eagle shall duly execute and deliver articles of merger
      (the
“Articles of Merger”) to the Kentucky Secretary of State for filing pursuant to
      the KBCA.  The parties will make all other filings or recordings
      required under the KBCA.  The Merger shall become effective at such
      time as the Articles of Merger are duly filed with the Kentucky Secretary of
      State or at such later date or time as Community Trust and Eagle agree and
      specify in the Articles of Merger (the date and time the Merger becomes
      effective being the “Effective Time”).

     

    2.4    Effects
      of the Merger.  The Merger will have
      the effects set forth in the KBCA.  Without limiting the generality of
      the foregoing, and subject thereto, from and after the Effective Time, Community
      Trust shall possess all of the properties, rights, privileges, powers and
      franchises of Eagle and be subject to all of the debts, liabilities and
      obligations of Eagle.

     

    2.5    Merger
      Consideration.  

     

    (a)    Subject
      to adjustment for cash paid in lieu of fractional shares in accordance with
      Section 2.5(d), the holders of shares of the Eagle Common Stock (“Eagle
      Shares”) will receive aggregate consideration consisting of (i) 544,137 shares
      of Community Trust Common Stock (the “Stock Consideration”) and (ii) Eighteen
      Million Five Hundred Thousand Dollars ($18,500,000) (the “Cash Consideration”)
      (collectively the Stock Consideration and the Cash Consideration are referred
      to
      herein as the “Merger Consideration”).

     

    (b)    For
      purposes of this Agreement, the following terms shall have the following
      meanings:

     

    
      	
               

            	
              (1)  “Per
                Share Consideration” means an amount equal to the sum of (A) the Cash
                Consideration plus (B) 544,137 multiplied by the CT Measuring Price,
                divided by the number of Eagle Shares issued and outstanding as of
                the
                Effective Time.

            


    

     

    
      	
               

            	
              (2)  “CT
                Measuring Price” means the average closing price of shares of Community
                Trust Common Stock (“CT Shares”) as reported on the NASDAQ Stock Market
                (“NASDAQ”) over the ten (10) consecutive trading day period ending on the
                third business day prior to the Effective
                Time.

            


    

     

                                                  
       (3)  “Stock Exchange Ratio” is the ratio
      determined by dividing the Per Share Consideration by the CT Measuring
      Price.

     

    (c)    Subject
      to the provisions of this Agreement, automatically by virtue of the Merger
      and
      without any action on the part of any person:

     

    
      	
               

            	
              (1)  Outstanding
                Eagle Shares.  Except as otherwise provided in this
                Section 2, at the Effective Time, each Eagle Share (excluding
                Eagle Shares held by Eagle as treasury shares and Eagle Shares held
                by
                Community Trust or Community Trust Bank other than in a fiduciary
                capacity
                or in satisfaction of a debt previously contracted) issued and outstanding
                immediately prior to the Effective Time shall, by virtue of the Merger
                and
                at the Effective Time, be converted at the election of the holder
                thereof
                (in accordance with the election and allocation procedures set forth
                in
                Sections 2.5(c)(ii), 2.5(c)(iv), 2.5(c)(v) and 2.7) into either
                (i) cash in the amount of the Per Share Consideration for each Eagle
                Share
                (the “Cash Exchange Amount”); (ii) CT Shares based upon an exchange ratio,
                which shall be equal to the Stock Exchange Ratio; or (iii) a combination
                of such CT Shares and cash, as more fully set forth in Section
                2.5(c)(ii)(C).

            


    

     

    
      	
               

            	
              (2)  Election
                as to Outstanding Eagle Shares.  The holders of Eagle
                Shares will have the following alternatives in connection with the
                exchange of their Eagle Shares in connection with the Merger (which
                alternatives shall in each case be subject to the allocation procedures
                set forth in Sections 2.5(c)(iv) and
                2.5(c)(v)):

            


    

     

    
      	
               

            	
              (A)

            	
              AT
                THE OPTION OF THE HOLDER, all of such holder’s Eagle Shares deposited with
                the Exchange Agent shall be converted into and become CT Shares at
                the
                Stock Exchange Ratio (such election, the “All Stock Election”); provided,
                however, that fractional shares will not be issued and cash (payable
                by
                check) will be paid in lieu thereof as provided in Section
                2.5(d); or

            


    

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
      	
               

            	
              (B)

            	
              AT
                THE OPTION OF THE HOLDER, all of such holder’s Eagle Shares deposited with
                the Exchange Agent shall be converted into and become cash (payable
                by
                check) at the Cash Exchange Amount (such election, the “All Cash
                Election”); or

            


    

     

    
      	
               

            	
              (C)

            	
              AT
                THE OPTION OF THE HOLDER, any whole number of such holder’s Eagle Shares
                deposited with the Exchange Agent shall be converted into and become
                CT
                Shares at the rate of the Stock Exchange Ratio and the remainder
                of such
                holder’s Eagle Shares deposited with the Exchange Agent shall be converted
                into and become cash (payable by check) at the rate of the Cash Exchange
                Amount (such election, the “Mixed Election”); provided, however, that
                fractional shares will not be issued and cash (payable by check)
                will be
                paid in lieu thereof as provided in Section 2.5(d);
                or

            


    

     

    
      	
               

            	
              (D)

            	
              IF
                NO ELECTION IS MADE BY THE HOLDER BY THE ELECTION DEADLINE, all of
                such
                holder’s Eagle Shares will be converted into the right to receive CT
                Shares as set forth in Section 2.5(c)(ii)(A), cash as set forth
                in Section 2.5(c)(ii)(B), or any combination of CT Shares and
                cash as determined by Community Trust or, at Community Trust’s direction,
                by the Exchange Agent, at the Stock Exchange Ratio and the Cash Exchange
                Amount, as applicable; provided, however, that fractional shares
                will not
                be issued and cash will be paid in lieu thereof as provided in Section
                2.5(d).

            


    

     

    
      	
               

            	
              (E)

            	
              In
                connection with any election made by a holder of Eagle Shares, such
                holder
                may designate specifically which of the Eagle Shares being exchanged
                are
                to be converted into and become CT Shares, and such designation shall
                be
                contained in the Election Form/Letter of
                Transmittal.

            


    

     

    (3)  Treasury
      Shares and Eagle Shares Held by Community Trust.  Each Eagle
      Share held by Eagle as a treasury share, or held by Community Trust or Community
      Trust Bank other than in a fiduciary capacity or in satisfaction of debt
      previously contracted, immediately prior to the Effective Time shall be canceled
      and retired at the Effective Time and no consideration shall be issued in
      exchange therefor.

     

    (4)  Reduction
      of Eagle Shares Deposited for Cash.  If (x) the product of the
      Per Share Consideration multiplied by the number of Eagle Shares deposited
      with
      the Exchange Agent at the Election Deadline for cash pursuant to the All Cash
      Election and the Mixed Election and not withdrawn pursuant to Section
      2.6(c) (including Eagle Shares for which no Election has been made by the
      holder by the Election Deadline and which are allocated to be converted into
      cash pursuant to Section 2.5(c)(ii)(D)), plus (y) the product
      of the Per Share Consideration multiplied by the number of Dissenters’ Shares,
      if any, is greater than the Cash Consideration, Community Trust (taking into
      account the specific designation made pursuant to Section 2.5(c)(ii)(E)
      and the Election Form/Letter of Transmittal) will promptly eliminate, or cause
      to be eliminated by the Exchange Agent (taking into account the specific
      designation made pursuant to Section 2.5(c)(ii)(E) and the Election
      Form/Letter of Transmittal), from the Eagle Shares deposited for cash pursuant
      to the All Cash Election and the Mixed Election (subject to the limitations
      described in Section 2.5(c)(iv)(D)), a sufficient number of such Eagle
      Shares so that the sum of the total number of Eagle Shares remaining on deposit
      for cash pursuant to the All Cash Election and the Mixed Election (after giving
      effect to Section 2.5(c)(ii)(D)) multiplied by the Per Share
      Consideration, plus the number of Dissenters’ Shares, if any,
      multiplied by the Per Share Consideration, equals the Cash
      Consideration.  After giving effect to Section 2.5(c)(ii)(D),
      such elimination will be effected as follows:

     

    
      	
               

            	
              (A)

            	
              Subject
                to the limitations described in Section 2.5(c)(iv)(D), the
                Exchange Agent will eliminate from the Eagle Shares deposited for
                cash
                pursuant to the All Cash Election and the Mixed Election, and will
                add or
                cause to be added to the Eagle Shares deposited for CT Shares, on
                a pro
                rata basis in relation to the total number of Eagle Shares deposited
                pursuant to the All Cash Election and the Mixed Election minus the
                number
                of Eagle Shares so deposited by the holders described in Section
                2.5(c)(iv)(D), such whole number of Eagle Shares on deposit for cash
                pursuant to the All Cash Election and the Mixed Election as may be
                necessary so that the total number of Eagle Shares remaining on deposit
                for cash pursuant to the All Cash Election and the Mixed Election
                multiplied by the Per Share Consideration, plus the number of
                Dissenters’ Shares, if any, multiplied by the Per Share Consideration,
                equals the Cash Consideration;

            


    

     

    
      	
               

            	
              (B)

            	
              All
                Eagle Shares that are eliminated pursuant to Section
                2.5(c)(iv)(A) from the Eagle Shares deposited for cash shall be
                converted into CT Shares as provided by Sections 2.5(c)(ii)(A)
                and 2.5(c)(ii)(C);

            


    

     

    
      	
               

            	
              (C)

            	
              Notice
                of such allocation shall be provided promptly to each shareholder
                whose
                Eagle Shares are eliminated from the Eagle Shares on deposit for
                cash
                pursuant to Section 2.5(c)(iv)(A);
                and

            


    

     

    
      	
               

            	
              (D)

            	
              Notwithstanding
                the foregoing, the holders of 100 or fewer Eagle Shares of record
                on the
                date of this Agreement who have elected the All Cash Election shall
                not be
                required to have any of their Eagle Shares converted into CT
                Shares.

            


    

     

    (5)  Increase
      of Eagle Shares Deposited for Cash.  If (x) the product of the
      Per Share Consideration multiplied by number of Eagle Shares deposited with
      the
      Exchange Agent at the Election Deadline for cash pursuant to the All Cash
      Election and the Mixed Election and not withdrawn pursuant to Section
      2.6(c) (including Eagle Shares for which no Election has been made by the
      holder by the Election Deadline and which are allocated to be converted into
      cash pursuant to Section 2.5(c)(ii)(D)), plus (y) the product
      of the Per Share Consideration multiplied by the number of Dissenters’ Shares,
      if any, is less than the Cash Consideration, Community Trust (taking into
      account the specific designation made pursuant to Section 2.5(c)(ii)(E)
      and the Election Form/Letter of Transmittal) will promptly add, or cause to
      be
      added by the Exchange Agent (taking into account the specific designation made
      pursuant to Section 2.5(c)(ii)(E) and the Election Form/Letter of
      Transmittal), to the Eagle Shares deposited for cash, a sufficient number of
      Eagle Shares deposited for CT Shares pursuant to the All Stock Election and
      the
      Mixed Election so that the sum of the total number of Eagle Shares on deposit
      for cash pursuant to the All Cash Election and the Mixed Election (after giving
      effect to Section 2.5(c)(ii)(D)) multiplied by the Per Share
      Consideration, plus the number of Dissenters’ Shares, multiplied by the
      Per Share Consideration, equals the Cash Consideration.  After giving
      effect to Section 2.5(c)(ii)(D), such addition will be effected as
      follows:

     

    
      	
               

            	
              (A)

            	
              Subject
                to the limitation described in Section 2.5(c)(iv)(D), Community
                Trust will add or cause to be added to the Eagle Shares deposited
                for
                cash, and the Exchange Agent will eliminate or cause to be eliminated
                from
                the Eagle Shares deposited for CT Shares pursuant to the All Stock
                Election and the Mixed Election, on a pro rata basis in relation
                to the
                total number of Eagle Shares deposited for CT Shares pursuant to
                the All
                Stock Election and the Mixed Election, such whole number of Eagle
                Shares
                not then on deposit for cash as may be necessary so that the sum
                of the
                total number of Eagle Shares on deposit for cash multiplied by the
                Per
                Share Consideration, plus the number of Dissenters’ Shares, if
                any, multiplied by the Per Share Consideration, equals the Cash
                Consideration;

            


    

     

    
      	
               

            	
              (B)

            	
              All
                Eagle Shares that are eliminated pursuant to Section 2.5(c)(v)(A)
                from the Eagle Shares to be converted into CT Shares shall be converted
                into cash, as provided by Sections 2.5(c)(ii)(B) and
                2.5(c)(ii)(C); and

            


    

     

    
      	
               

            	
              (C)

            	
              Notice
                of such allocation shall be provided promptly to each shareholder
                whose
                Eagle Shares are added to the Eagle Shares on deposit for cash pursuant
                to
                Section 2.5(c)(v)(A).

            


    

     

    (d)    Notwithstanding
      any other provision of this Agreement, no fraction of a share of Community
      Trust
      Common Stock and no certificates or scrip therefor will be issued in the Merger
      and no dividend or distribution with respect to the Community Trust Common
      Stock
      shall be payable on or with respect to any fractional shares; instead, Community
      Trust shall pay to each holder of Eagle Common Stock who would otherwise be
      entitled to a fraction of a share of Community Trust Common Stock an amount
      in
      cash, rounded to the nearest cent, determined by multiplying such fraction
      (rounded to the nearest thousandth when expressed in decimal form) by the CT
      Measuring Price (subject to an appropriate and proportionate adjustment in
      the
      event any transaction of the type described in Section 2.5(e) below
      occurs).

     

    (e)    If,
      between the date of this Agreement and the Effective Time, the outstanding
      shares of Community Trust Common Stock shall have been changed into a different
      number of shares or into a different class by reason of any stock dividend,
      subdivision, reclassification, recapitalization, split, combination or exchange
      of shares, an appropriate and proportionate adjustment shall be made to the
      Stock Consideration and the Stock Exchange Ratio.

     

    (f)    As
      of the Effective Time, each share of Eagle Common Stock held directly or
      indirectly by Community Trust, if any, other than shares held in a fiduciary
      capacity or in satisfaction of a debt previously contracted, shall be canceled
      and retired and shall cease to exist, and no exchange or payment shall be made
      with respect thereto.  All shares of Community Trust Common Stock that
      are held by Eagle, if any, other than shares held in a fiduciary capacity or
      in
      satisfaction of a debt previously contracted, shall be canceled and shall
      constitute authorized but unissued shares. In addition, no Dissenters’ Shares
      shall be converted into the Merger Consideration pursuant to this Section
2.5,
      but instead shall be treated in accordance with the provisions set forth in
      Section 2.11.

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    2.6    Election
      and Proration Procedures.

     

    (a)    An
      election form, in
      such form as Community Trust and Eagle shall mutually agree (an “Election
      Form”), shall be mailed on the Mailing Date (as defined below) to each holder of
      record of shares of Eagle Common Stock as of the record date for eligibility
      to
      vote on the Merger.  The “Mailing Date” shall be the date on which
      proxy materials relating to the Merger are mailed to holders of shares of Eagle
      Common Stock.  Community Trust shall make available Election Forms as
      may be reasonably requested by all persons who become holders of Eagle Common
      Stock after the record date for eligibility to vote on the Merger and prior
      to
      the Election Deadline (as defined herein), and Eagle shall provide to Community
      Trust all information reasonably necessary for it to perform its obligations
      as
      specified herein.

     

    (b)    Each
      Election Form shall entitle the holder of shares of Eagle Common Stock (or
      the
      beneficial owner through appropriate and customary documentation and
      instructions) to  make (i) the All Stock Election, (ii) the All Cash
      Election, (iii) the Mixed Election, or (iv) no election or to indicate that
      such
      holder has no preference as to the receipt of the Cash Consideration or the
      Stock Consideration (“Non-Election”).  Holders of record of shares of
      Eagle Common Stock who hold such shares as nominees, trustees or in other
      representative capacities (“Representative”) may submit multiple Election Forms,
      provided that such Representative certifies that each such Election Form covers
      all the shares of Eagle Common Stock held by that Representative for a
      particular beneficial owner.  Eagle Shares as to which no election has
      been made are referred to as “Non-Election Shares.”  

     

    (c)    To
      be effective, a properly completed Election Form must be received by the
      Exchange Agent on or before 5:00 p.m., Eastern Standard time, on the third
      business day immediately preceding the Effective Time (or such other time and
      date as Eagle and Community Trust may mutually agree) (the “Election
      Deadline”).  An election shall have been properly made only if the
      Exchange Agent shall have actually received a properly completed Election Form
      by the Election Deadline.  An Election Form shall be deemed properly
      completed only if accompanied by one or more Certificates (or customary
      affidavits and, if required by Community Trust pursuant to Section
      2.7(i), indemnification regarding the loss or destruction of such
      Certificates or the guaranteed delivery of such Certificates) representing
      all
      shares of Eagle Common Stock covered by such Election Form, together with duly
      executed transmittal materials included with the Election Form.  Any
      Eagle shareholder may at any time prior to the Election Deadline change his
      or
      her election by written notice received by the Exchange Agent prior to the
      Election Deadline accompanied by a properly completed and signed revised
      Election Form.  Any Eagle shareholder may, at any time prior to the
      Election Deadline, revoke his or her election by written notice received by
      the
      Exchange Agent prior to the Election Deadline or by withdrawal prior to the
      Election Deadline of his or her Certificates, or of the guarantee of delivery
      of
      such Certificates, previously deposited with the Exchange Agent.  All
      elections shall be revoked automatically if the Exchange Agent is notified
      in
      writing by Community Trust and Eagle that this Agreement has been
      terminated.  If a Eagle shareholder either (i) does not submit a
      properly completed Election Form by the Election Deadline or (ii) revokes (as
      opposed to changes) his or her Election Form prior to the Election Deadline
      and
      does not submit a new properly executed Election Form prior to the Election
      Deadline, the shares of Eagle Common Stock held by such shareholder shall be
      designated Non-Election Shares.  Community Trust shall cause the
      Certificates representing Eagle Common Stock described in (ii) in the
      immediately preceding sentence to be promptly returned without charge to the
      person submitting the Election Form upon written request to that effect from
      the
      person who submitted the Election Form.  Subject to the terms of this
      Agreement and of the Election Form, the Exchange Agent shall have reasonable
      discretion to determine whether any election, revocation or change has been
      properly or timely made and to disregard immaterial defects in any Election
      Form, and any good faith decisions of the Exchange Agent regarding such matters
      shall be binding and conclusive.

     

    2.7    Exchange
      Procedures.  

     

    (a)    Appropriate
      transmittal materials in a form reasonably satisfactory to Community Trust
      and
      Eagle (“Letter of Transmittal”) shall be mailed by the Exchange Agent within six
      (6) business days after the Effective Time to each holder of record of Eagle
      Common Stock as of the Effective Time who did not previously submit a completed
      Election Form in accordance with Section 2.6(c).  A Letter of
      Transmittal will be deemed properly completed only if accompanied by
      Certificates representing all shares of Eagle Common Stock to be converted
      thereby (or customary affidavits and, if required by Community Trust pursuant
      to
Section 2.7(i), indemnification regarding the loss or destruction of
      such Certificates or the guaranteed delivery of such
      Certificates).  Delivery of a properly completed Election Form in
      accordance with Section 2.6(c) which is not subsequently revoked shall
      satisfy the requirement for delivery of a Letter of Transmittal pursuant to
      this
Section 2.7.

     

    (b)    At
      and after the Effective Time, each Certificate (except as specifically set
      forth
      in Section 2.5) shall represent only the right to receive the Merger
      Consideration.

     

    (c)    Prior
      to the Effective Time, Community Trust shall (i) reserve for issuance with
      its
      transfer agent and registrar a sufficient number of shares of Community Trust
      Common Stock to provide for payment of the aggregate Stock Consideration and
      (ii) deposit, or cause to be deposited, with the Exchange Agent, for the benefit
      of the holders of shares of Eagle Common Stock, for exchange in accordance
      with
Section 2.5, an amount of cash sufficient to pay the aggregate Cash
      Consideration.

     

    (d)    The
      Letter of Transmittal shall (i) specify that delivery shall be effected, and
      risk of loss and title to the Certificates shall pass, only upon delivery of
      the
      Certificates to the Exchange Agent, (ii) be in a form and contain any other
      provisions as Community Trust may reasonably determine and (iii) include
      instructions for use in effecting the surrender of the Certificates in exchange
      for the Merger Consideration.  Upon the proper surrender of the
      Certificates to the Exchange Agent, together with a properly completed and
      duly
      executed Letter of Transmittal, the holder of such Certificates shall be
      entitled to receive in exchange therefor a certificate representing that number
      of whole shares of Community Trust Common Stock that such holder has the right
      to receive pursuant to Section 2.5,
      if any, and a check in the amount equal to the cash that such holder has the
      right to receive pursuant to Section 2.5,
      if any, (including any cash in lieu of fractional shares, if any, that such
      holder has the right to receive pursuant to Section 2.5,
      and any dividends or other distributions to which such holder is entitled to
      receive pursuant to Section 2.7(e)).  Certificates so
      surrendered shall forthwith be canceled.  Within five (5) business
      days of the receipt of the properly completed Letter of Transmittal and any
      necessary accompanying documentation, the Exchange Agent shall distribute
      Community Trust Common Stock and cash as provided herein.  The
      Exchange Agent shall not be entitled to vote or exercise any rights of ownership
      with respect to the shares of Community Trust Common Stock held by it from
      time
      to time hereunder, except that it shall receive and hold all dividends or other
      distributions paid or distributed with respect to such shares for the account
      of
      the Persons entitled thereto.  If there is a transfer of ownership of
      any shares of Eagle Common Stock not registered in the transfer records of
      Eagle, the Merger Consideration shall be issued to the transferee thereof if
      the
      Certificates representing such Eagle Common Stock are presented to the Exchange
      Agent, accompanied by all documents required, in the reasonable judgment of
      Community Trust and the Exchange Agent, to evidence and effect such transfer
      and
      to evidence that any applicable stock transfer Taxes have been
      paid.

     

    (e)    No
      dividends or other distributions declared or made after the Effective Time
      with
      respect to Community Trust Common Stock issued pursuant to this Agreement shall
      be remitted to any Person entitled to receive shares of Community Trust Common
      Stock hereunder until such Person surrenders his or her Certificates in
      accordance with Sections 2.6
      or 2.7.  Upon the surrender of such Person’s Certificates, such
      Person shall be entitled to receive any dividends or other distributions,
      without interest thereon, which subsequent to the Effective Time had become
      payable but not paid with respect to shares of Community Trust Common Stock
      represented by such Person’s Certificates.

     

    (f)    The
      stock transfer books of Eagle shall be closed immediately upon the Effective
      Time and from and after the Effective Time there shall be no transfers on the
      stock transfer records of Eagle of any shares of Eagle Common
      Stock.  If, after the Effective Time, Certificates are presented to
      Community Trust, they shall be canceled and exchanged for the Merger
      Consideration deliverable in respect thereof pursuant to this Agreement in
      accordance with the procedures set forth in this Section
      2.7.

     

    (g)    Any
      portion of the aggregate amount of cash to be paid pursuant to Section
2.5,
      any dividends or other distributions to be paid pursuant to this Section
      2.7 or any proceeds from any investments thereof that remains unclaimed by
      the shareholders of Eagle for six (6) months after the Effective Time shall
      be
      repaid by the Exchange Agent to Community Trust upon the written request of
      Community Trust.  After such request is made, any shareholders of
      Eagle who have not theretofore complied with Sections 2.6
      or 2.7 shall look only to Community Trust for the Merger Consideration
      deliverable in respect of each share of Eagle Common Stock such shareholder
      holds, as determined pursuant to Section 2.5
      of this Agreement, without any interest thereon.  If any Merger
      Consideration is not claimed by the Person(s) entitled thereto prior to the
      date
      on which such payments would otherwise escheat to or become the property of
      any
      governmental unit or agency, the unclaimed items shall, to the extent permitted
      by any abandoned property, escheat or other applicable laws, become the property
      of Community Trust.  Notwithstanding the foregoing, neither the
      Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall
      be liable to any former holder of Eagle Common Stock for any amount delivered
      to
      a public official pursuant to applicable abandoned property, escheat or similar
      laws.

     

    (h)    Community
      Trust and the Exchange Agent shall be entitled to rely upon Eagle’s stock
      transfer books to establish the identity of those Persons entitled to receive
      the Merger Consideration, which books shall be conclusive with respect
      thereto.  In the event of a dispute with respect to ownership of stock
      represented by any Certificate, Community Trust and the Exchange Agent shall
      be
      entitled to deposit any Merger Consideration represented thereby in escrow
      with
      an independent third party and thereafter be relieved with respect to any claims
      thereto.

     

    (i)    If
      any Certificate shall have been lost, stolen or destroyed, upon the making
      of an
      affidavit of that fact by the Person claiming such Certificate to be lost,
      stolen or destroyed and, if required by the Exchange Agent or Community Trust,
      the posting by such Person of a bond in such amount as the Exchange Agent may
      direct as indemnity against any claim that may be made against it with respect
      to such Certificate, the Exchange Agent will issue in exchange for such lost,
      stolen or destroyed Certificate the Merger Consideration deliverable in respect
      thereof pursuant to Section 2.5.

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    2.8    Effect
      on Outstanding Shares of Community Trust Common
      Stock.  Except as otherwise provided in Section
      2.5(f), at and after the Effective Time, each share of Community Trust
      Common Stock issued and outstanding immediately prior to the Effective Time
      shall remain an issued and outstanding share of common stock of the Surviving
      Corporation and shall not be affected by the Merger.

     

    2.9    Directors
      of Surviving Corporation after Effective
      Time.  Immediately after the Effective Time, until their
      respective successors are duly elected or appointed and qualified, the directors
      of the Surviving Corporation shall consist of the directors of Community Trust
      serving immediately prior to the Effective Time.  Each of the
      directors of Eagle as of the Effective Time shall be invited to serve on an
      advisory board, as more specifically described in Section
      5.13.

     

    2.10    Articles
      of Incorporation and Bylaws.  The articles of
      incorporation of Community Trust, as in effect immediately prior to the
      Effective Time, shall be the articles of incorporation of the Surviving
      Corporation as of the Effective Time.  The bylaws of Community Trust,
      as in effect immediately prior to the Effective Time, shall be the bylaws of
      the
      Surviving Corporation as of the Effective Time.

     

    2.11    Dissenters’
      Rights.  Notwithstanding any other provision of this
      Agreement to the contrary, shares of Eagle Common Stock that are outstanding
      immediately prior to the Effective Time and which are held by shareholders
      who
      shall have not voted in favor of the Merger or consented thereto in writing
      and
      who properly shall have delivered written notice to Eagle before the vote is
      taken of the shareholders’ intent to demand payment for such shares in
      accordance with the KBCA (collectively, the “Dissenters’ Shares”) shall not be
      converted into or represent the right to receive the Merger Consideration,
      provided that all such Dissenters’ Shares shall cause a reduction at the Closing
      in the Cash Consideration portion of the Merger Consideration to the extent
      provided in Section 2.5. Such shareholders instead shall be entitled to
      receive payment of the fair value of such shares held by them in accordance
      with
      the provisions of the KBCA, except that all Dissenters’ Shares held by
      shareholders who shall have failed to perfect or who effectively shall have
      withdrawn or otherwise lost their rights to appraisal of such shares under
      the
      KBCA shall thereupon be deemed to have been converted into and to have become
      exchangeable, as of the Effective Time, for the right to receive, without any
      interest thereon, the Merger Consideration upon surrender in the manner provided
      in Section 2.7 of the Certificate(s) that, immediately prior to the
      Effective Time, evidenced such shares.  Eagle shall give Community
      Trust (i) prompt notice of any written demands for payment for any shares of
      Eagle Common Stock, attempted withdrawals of such demands and any other
      instruments served pursuant to the KBCA and received by Eagle relating to
      shareholders’ dissenters’ rights, and (ii) the opportunity to participate in all
      negotiations and proceedings with respect to demands under the KBCA consistent
      with the obligations of Eagle thereunder.  Eagle shall not, except
      with the prior written consent of Community Trust, (a) make any payment with
      respect to such demand, (b) offer to settle or settle any demand for payment
      or
      (c) waive any failure to timely deliver a written demand for payment or timely
      take any other action to perfect dissenters’ rights in accordance with the
      KBCA.

     

    2.12    Bank
      Merger.  As soon as practicable after the execution and
      delivery of this Agreement, Community Trust Bank, Inc., a Kentucky banking
      corporation and a wholly owned subsidiary of Community Trust (“Community Trust
      Bank”), and Eagle Bank, Inc., a Kentucky banking corporation and a wholly owned
      subsidiary of Eagle (“Eagle Bank”), shall enter into the Plan of Bank Merger, in
      the form attached hereto as Exhibit B, pursuant to which Eagle Bank
      will merge with and into Community Trust Bank (the “Bank
      Merger”).  The parties intend that the Bank Merger will become
      effective immediately following the Effective Time.

     

    2.13    Alternative
      Structure.  Notwithstanding anything to the contrary
      contained in this Agreement, prior to the Effective Time, Community Trust may
      specify that the structure of the transactions contemplated by this Agreement
      be
      revised and the parties shall use commercially reasonable efforts to enter
      into
      such alternative transactions as Community Trust and Eagle mutually may
      reasonably determine to effect the purposes of this Agreement; provided,
      however, that such revised structure shall not (i) alter or change the
      amount or kind of the Merger Consideration, (ii) change the intended federal
      income or Kentucky state tax consequences of the transactions contemplated
      by
      this Agreement or (iii) materially impede the receipt of any regulatory
      approval referred to in, or the consummation of the transactions contemplated
      by, this Agreement.  In the event that Community Trust and Eagle elect
      to make such a revision, the parties agree to execute appropriate documents
      to
      reflect the revised structure.

     

    3.    Representations
      and Warranties.  

     

    3.1    Disclosure
      Letters.  Prior to the execution and delivery of this
      Agreement, Community Trust and Eagle have each delivered to the other a letter
      (each, its “Disclosure Letter”) setting forth, among other things, facts,
      circumstances and events the disclosure of which is required or appropriate
      in
      relation to any or all of their respective representations and warranties (and
      making specific reference to the Section of this Agreement to which they
      relate).  The disclosures in any section or paragraph of
      either  Disclosure Letter shall be deemed to have been made, as
      applicable, in any other section or paragraph of the Disclosure Letter, whether
      or not such disclosures have actually been made in such sections or
      paragraphs.  The mere inclusion of a fact, circumstance or event in a
      Disclosure Letter shall not be deemed an admission by a party that such item
      represents a material exception or that such item is reasonably likely to result
      in a Material Adverse Effect.

     

    3.2    Representations
      and Warranties of Eagle.  Eagle represents and warrants
      to Community Trust that, except as disclosed in Eagle’s Disclosure
      Letter:

     

    (a)    Organization
      and Qualification.  Eagle is a corporation duly organized,
      validly existing and in good standing under the laws of the Commonwealth of
      Kentucky and is registered as a bank holding company under the BHC
      Act.  Eagle has all requisite corporate power and authority to own,
      lease and operate its properties and to conduct the business currently being
      conducted by it. Eagle is duly qualified or licensed as a foreign corporation
      to
      transact business and is in good standing in each jurisdiction in which the
      character of the properties owned or leased by it or the nature of the business
      conducted by it makes such qualification or licensing necessary, except where
      the failure to be so qualified or licensed and in good standing would not have
      a
      Material Adverse Effect on Eagle.

     

    (b)    Subsidiaries.

     

    (1)    Eagle’s
      Disclosure Letter sets forth with respect to each of Eagle’s Subsidiaries its
      name, its jurisdiction of incorporation, Eagle’s percentage ownership, the
      number of shares of stock owned or controlled by Eagle and the name and number
      of shares held by any other Person who owns any stock of the Subsidiary. Eagle
      owns of record and beneficially all the capital stock of each of its
      Subsidiaries free and clear of any Liens. There are no contracts, commitments,
      agreements or understandings relating to Eagle’s right to vote or dispose of any
      equity securities of its Subsidiaries.  Eagle’s ownership interest in
      each of its Subsidiaries is in compliance with all applicable laws, rules and
      regulations relating to equity investments by bank holding companies or by
      and
      in Kentucky banking associations.

     

    (2)    Each
      of Eagle’s Subsidiaries is a corporation duly organized and validly existing
      under the laws of its jurisdiction of incorporation, has all requisite corporate
      power and authority to own, lease and operate its properties and to conduct
      the
      business currently being conducted by it and is duly qualified or licensed
      as a
      foreign corporation to transact business and is in good standing in each
      jurisdiction in which the character of the properties owned or leased by it
      or
      the nature of the business conducted by it makes such qualification or licensing
      necessary, except where the failure to be so qualified or licensed and in good
      standing would not have a Material Adverse Effect on such
      Subsidiary.

     

    (3)    The
      outstanding shares of capital stock of each Subsidiary have been validly
      authorized and are validly issued, fully paid and nonassessable.  No
      shares of capital stock of any Subsidiary of Eagle are or may be required to
      be
      issued by virtue of any options, warrants or other rights, no securities exist
      that are convertible into or exchangeable for shares of such capital stock
      or
      any other debt or equity security of any Subsidiary, and there are no contracts,
      commitments, agreements or understandings of any kind for the issuance of
      additional shares of capital stock or other debt or equity security of any
      Subsidiary or options, warrants or other rights with respect to such
      securities.

     

    (4)    No
      Subsidiary of Eagle other than Eagle Bank is an “insured depository institution”
as defined in the FDIA and the applicable regulations thereunder.  The
      deposits of Eagle Bank are insured by the FDIC through the Bank Insurance Fund
      to the fullest extent permitted by law.  Eagle Bank is a Kentucky
      banking corporation, duly organized, validly existing and in good standing
      under
      the laws of the Commonwealth of Kentucky, and is authorized to transact banking
      and trust business in Kentucky.  Eagle Bank is a member in good
      standing of the Federal Home Loan Bank System.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    (c)    Capital
      Structure.

     

    (1)    The
      authorized capital stock of Eagle consists of:

     

    (A)    3,500,000
      shares of Eagle Common Stock; and

     

    (B)    300,000
      shares of preferred stock.

    
       

    

    (2)    As
      of the date of this Agreement and at the Effective Time:

     

    (A)    906,894
      shares of Eagle Common Stock are issued and outstanding, all of which are
      validly issued, fully paid and nonassessable and were issued in full compliance
      with all applicable laws and not in violation of any preemptive
      rights;

     

    (B)    no
      shares of Eagle preferred stock are issued and outstanding.

     

    (3)    No
      bonds, debentures, notes or other indebtedness having the right to vote on
      any
      matters on which shareholders of Eagle may vote are issued or
      outstanding.

     

    (4)    Except
      as set forth in this Section 3.2(c),
      as of the date of this Agreement, no shares of capital stock or other voting
      securities of Eagle are issued, reserved for issuance or
      outstanding.  Neither Eagle nor any of its Subsidiaries has or is
      bound by any outstanding subscriptions, options, warrants, calls, rights,
      convertible securities, commitments or agreements of any character obligating
      Eagle or any of its Subsidiaries to issue, deliver or sell, or cause to be
      issued, delivered or sold, any additional shares of capital stock of Eagle
      or
      any of its Subsidiaries or obligating Eagle or any of its Subsidiaries to grant,
      extend or enter into any such option, warrant, call, right, convertible
      security, commitment or agreement.  As of the date hereof, there are
      no outstanding contractual obligations of Eagle or any of its Subsidiaries
      to
      repurchase, redeem or otherwise acquire any shares of capital stock of Eagle
      or
      any of its Subsidiaries.  A complete and accurate list of Eagle’s
      shareholders as of a date not more than ten (10) days prior to the date of
      this
      Agreement, indicating the name and address of, and the number of shares held
      of
      record by, each shareholder, has been made available to Community Trust, and
      such list shall be updated as of a date not more than ten (10) days prior to
      the
      Effective Time and delivered or made available to Community Trust prior to
      the
      Effective Time.

     

    (d)    Authority.

     

    (1)    Eagle
      has all
      requisite corporate power and authority to enter into this Agreement, to perform
      its obligations hereunder and to consummate the transactions contemplated by
      this Agreement.  The execution and delivery of this Agreement and the
      consummation of the transactions contemplated by this Agreement have been duly
      authorized by all necessary corporate actions on the part of Eagle’s Board of
      Directors, and no other corporate proceedings on the part of Eagle are necessary
      to authorize this Agreement or to consummate the transactions contemplated
      by
      this Agreement other than the approval and adoption of this Agreement by the
      affirmative vote of the holders of a majority of the outstanding shares of
      Eagle
      Common Stock.  This Agreement has been duly and validly executed and
      delivered by Eagle and constitutes a valid and binding obligation of Eagle,
      enforceable against Eagle in accordance with its terms, subject to applicable
      bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies
      generally and to general principles of equity, whether applied in a court of
      law
      or a court of equity.

     

    (2)    Eagle
      Bank has all requisite corporate power and authority to enter into the Plan
      of
      Bank Merger, to perform its obligations thereunder and to consummate the Bank
      Merger.  The execution and delivery of the Plan of Bank Merger and the
      consummation of the transactions contemplated by the Plan of Bank Merger have
      been duly authorized by all necessary corporate actions on the part of Eagle
      Bank’s Board of Directors, and no other corporate proceedings on the part of
      Eagle Bank are necessary to authorize the Plan of Bank Merger or to consummate
      the transactions contemplated by the Plan of Bank Merger.   The
      Plan of Bank Merger will be duly and validly executed and delivered by Eagle
      Bank and will constitute a valid and binding obligation of Eagle Bank,
      enforceable against Eagle Bank in accordance with its terms, subject to
      applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
      and remedies generally and to general principles of equity, whether applied
      in a
      court of law or a court of equity.

     

    (e)    No
      Violations.  The execution, delivery and performance of this
      Agreement by Eagle do not, and the consummation of the transactions contemplated
      by this Agreement (including the Bank Merger) by Eagle and Eagle Bank will
      not,
      (i) assuming all required governmental approvals have been obtained and the
      applicable waiting periods have expired, violate any law, rule or regulation
      or
      any judgment, decree, order, governmental permit or license to which Eagle
      or
      any of its Subsidiaries (or any of their respective properties) is subject,
      (ii)
      violate the articles of incorporation or bylaws of Eagle or the similar
      organizational documents of any of its Subsidiaries or (iii) constitute a
      breach or violation of, or a default under (or an event which, with due notice
      or lapse of time or both, would constitute a default under), or result in the
      termination of, accelerate the performance required by, or result in the
      creation of any Lien upon any of the properties or assets of Eagle or any of
      its
      Subsidiaries under, any of the terms, conditions or provisions of any note,
      bond, indenture, deed of trust, loan agreement or other agreement, instrument
      or
      obligation to which Eagle or any of its Subsidiaries is a party, or to which
      any
      of their respective properties or assets may be subject except, in the case
      of
      (iii), for any such breaches, violations or defaults that would not,
      individually or in the aggregate, have a Material Adverse Effect on
      Eagle.

     

    (f)    Consents
      and Approvals.   No consents or approvals of, or filings or
      registrations with, any Governmental Entity or any third party are required
      to
      be made or obtained in connection with the execution and delivery by Eagle
      of
      this Agreement, the execution and delivery by Eagle Bank of the Plan of Bank
      Merger, or the consummation by Eagle of the Merger, the consummation by Eagle
      Bank of the Bank Merger, or the consummation by Eagle of the other transactions
      contemplated by this Agreement, except for (i) filings of applications and
      notices with, receipt of approvals or nonobjections from, and expiration of
      the
      related waiting period required by, federal and state banking authorities,
      (ii)
      filing of the Registration Statement with the SEC and declaration by the SEC
      of
      the Registration Statement’s effectiveness under the Securities Act,
      (iii) the registration or qualification of the shares of Community Trust
      Common Stock to be issued in exchange for shares of Eagle Common Stock under
      applicable state securities or “blue sky” laws and (iv) the listing of the
      shares of Community Trust Common Stock to be issued in exchange for shares
      of
      Eagle Common Stock on NASDAQ.  As of the date hereof, Eagle knows of
      no reason pertaining to Eagle or Eagle Bank why any of the approvals referred
      to
      in this Section 3.2(f)
      should not be obtained without the imposition of any material condition or
      restriction described in Section 6.1(b).

     

    (g)    Regulatory
      Filings.  Eagle and each Subsidiary of Eagle has filed with any
      Government Regulator, and has made available to Community Trust, all reports,
      schedules, registrations, and statements that it has been required to file
      since
      December 31, 2001 (collectively, “Eagle Regulatory Filings”).  As of
      their respective dates, each of the Eagle Regulatory Filings complied in all
      material respects with all of the laws, rules and regulations of the Government
      Regulator with which they were filed.  None of the Eagle Regulatory
      Filings contained any untrue statement of a material fact or omitted to state
      a
      material fact required to be stated therein or necessary to make the statements
      made therein, in light of the circumstances under which they were made, not
      misleading.

     

    (h)    Financial
      Statements.  Eagle has previously made available to Community
      Trust copies of (i) the consolidated balance sheets of Eagle and its
      Subsidiaries as of December 31, 2006, 2005 and 2004 and related consolidated
      statements of income, cash flows and changes in shareholders’ equity for each of
      the years in the three-year period ended December 31, 2006, together with the
      notes thereto, accompanied by the audit report of Eagle’s independent public
      auditors, and (ii) the unaudited consolidated balance sheet of Eagle and its
      Subsidiaries as of March 31, 2007 and the related consolidated statements of
      income for the three months ended March 31, 2007.  Such financial
      statements were prepared from the books and records of Eagle and its
      Subsidiaries, fairly present the consolidated financial position of Eagle and
      its Subsidiaries in each case at and as of the dates indicated and the
      consolidated results of operations, retained earnings and cash flows, were
      applicable, of Eagle and its Subsidiaries for the periods indicated, and, except
      as otherwise set forth in the notes thereto, were prepared in accordance with
      GAAP consistently applied throughout the periods covered thereby; provided,
      however, that the unaudited financial statements for interim periods are
      subject to normal year-end adjustments (which will not be material individually
      or in the aggregate) and lack a statement of changes in shareholders’ equity,
      footnotes and cash flows to the extent permitted under applicable
      regulations.  All loans, discounts and financing leases reflected on
      Eagle’s financial statements have been, or, as the context requires, shall be
      (i) evidenced by notes or other evidences of indebtedness which are true,
      genuine and what they purport to be, and (ii) adequately reserved against in
      an
      amount sufficient to provide for all losses reasonably anticipated in the
      ordinary course of business as of the date thereof based on information
      available as of their respective dates in accordance with GAAP.  The
      books and records of Eagle and its Subsidiaries have been, and are being,
      maintained in all respects in accordance with GAAP and any other legal and
      accounting requirements and reflect only actual transactions.  Eagle
      and its Subsidiaries have devised and maintain a system of internal accounting
      controls sufficient to provide reasonable assurances regarding the reliability
      of financial reporting and the preparation of financial statements for external
      purposes in accordance with GAAP.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    (i)    Undisclosed
      Liabilities.  Neither Eagle nor any of its Subsidiaries has
      incurred any debt, liability or obligation of any nature whatsoever (whether
      accrued, contingent, absolute or otherwise and whether due or to become due)
      other than liabilities reflected on or reserved against in the consolidated
      balance sheet of Eagle as of December 31, 2006, except for liabilities incurred
      since December 31, 2006 in the ordinary course of business consistent with
      past
      practice that, either alone or when combined with all similar liabilities,
      have
      not had, and would not reasonably be expected to have, a Material Adverse Effect
      on Eagle.

     

    (j)    Absence
      of Certain Changes or Events.  Except as disclosed in Eagle’s
      Disclosure Letter, since December 31, 2006, (i) Eagle and its Subsidiaries
      have
      conducted their respective businesses only in the ordinary and usual course
      of
      such businesses consistent with their past practices, (ii) there has not been
      any event or occurrence that has had, or is reasonably expected to have, a
      Material Adverse Effect on Eagle, (iii) there has been no increase in the
      salary, compensation, pension or other benefits payable or to become payable
      by
      Eagle or any of its Subsidiaries to any of their respective directors, officers
      or employees except for normal increases in compensation and benefits in the
      ordinary and usual course of business consistent with past practice, (iv)
      neither Eagle nor any of its Subsidiaries has paid or made any accrual or
      arrangement for payment of bonuses or special compensation of any kind or any
      severance or termination pay to any of their directors, officers or employees,
      (v) there has been no change in any accounting principles, practices or
      methods of Eagle or any of its Subsidiaries other than as required by GAAP,
      and
      (vi) neither Eagle nor any of its Subsidiaries has received notice of, or has
      Knowledge that, any of its credit or deposit customers has terminated or intends
      to terminate its relationship with Eagle or any of its Subsidiaries, which
      termination either singly or in the aggregate would reasonably be expected
      to
      have a Material Adverse Effect on Eagle.

     

    (k)    Litigation.  There
      are no suits, actions or legal, administrative or arbitration proceedings
      pending or, to the Knowledge of Eagle, threatened against or affecting Eagle
      or
      any of its Subsidiaries or any property or asset of Eagle or any of its
      Subsidiaries that (i) individually or in the aggregate, would reasonably be
      expected to have a Material Adverse Effect on Eagle or (ii) challenge the
      validity or propriety of any of the transactions contemplated by this
      Agreement.  To the Knowledge of Eagle, there are no investigations,
      reviews or inquiries by any court or Governmental Entity pending or threatened
      against Eagle or any of its Subsidiaries.  There are no judgments,
      decrees, injunctions, orders or rulings of any Governmental Entity or arbitrator
      outstanding against Eagle or any of its Subsidiaries that, individually or
      in
      the aggregate, would reasonably be expected to have a Material Adverse Effect
      on
      Eagle.

     

    (l)    Absence
      of Regulatory Actions.  Since December 31, 2001, neither Eagle
      nor any of its Subsidiaries has been, nor is it currently, a party to any cease
      and desist order, written agreement or memorandum of understanding with, or
      any
      commitment letter or similar undertaking to, or has been since December 31,
      2001, or is subject to, any action, proceeding, order or directive by any
      Government Regulator, or has adopted any board resolutions at the request of
      any
      Government Regulator, or has been advised by any Government Regulator that
      it is
      contemplating issuing or requesting (or is considering the appropriateness
      of
      issuing or requesting) any such action, proceeding, order, directive, written
      agreement, memorandum of understanding, commitment letter, board resolutions
      or
      similar undertaking.  There are no unresolved violations, criticisms
      or exceptions by any Government Regulator with respect to any report or
      statement relating to any examinations of Eagle or its
      Subsidiaries.

     

    (m)    Compliance
      with Laws.  Each of Eagle and its Subsidiaries conducts its
      business in compliance with all statutes, laws, regulations, ordinances, rules,
      judgments, orders or decrees applicable to it or the employees conducting such
      business.  Each of Eagle and its Subsidiaries is in compliance, in all
      material respects, with the privacy provisions of the Gramm-Leach-Bliley Act
      and
      other applicable laws relating to consumer privacy.  To Eagle’s
      Knowledge, each of Eagle and its Subsidiaries has all permits, licenses,
      certificates of authority, orders and approvals of, and has made all filings,
      applications and registrations with, all Governmental Entities that are required
      in order to permit it to carry on its business as it is presently conducted;
      all
      such permits, licenses, certificates of authority, orders and approvals are
      in
      full force and effect and, to Eagle’s Knowledge, no suspension or cancellation
      of any of them is threatened.  Neither Eagle nor any of its
      Subsidiaries has been given notice or been charged with any violation of, any
      law, ordinance, regulation, order, writ, rule, decree or condition to approval
      of any Governmental Entity which, individually or in the aggregate, would
      reasonably be expected to have a Material Adverse Effect on Eagle.

     

    (n)    Taxes.  Except
      as set forth on Eagle’s Disclosure Letter, all material federal, state, local
      and foreign tax returns required to be filed by or on behalf of Eagle or any
      of
      its Subsidiaries have been timely filed or requests for extensions have been
      timely filed and any such extension shall have been granted and not have
      expired, and all such filed returns are complete and accurate in all material
      respects.  All Taxes shown on such returns, all Taxes required to be
      shown on returns for which extensions have been granted and all other Taxes
      required to be paid by Eagle or any of its Subsidiaries have been paid in full
      or adequate provision has been made for any such Taxes on Eagle’s balance sheet
      (in accordance with GAAP).  To Eagle’s Knowledge, there is no audit
      examination, deficiency assessment, tax investigation or refund litigation
      with
      respect to any Taxes of Eagle or any of its Subsidiaries, and no claim has
      been
      made in writing by any authority in a jurisdiction where Eagle or any of its
      Subsidiaries do not file tax returns that Eagle or any such Subsidiary is
      subject to taxation in that jurisdiction.  All Taxes, interest,
      additions and penalties due with respect to completed and settled examinations
      or concluded litigation relating to Eagle or any of its Subsidiaries have been
      paid in full or adequate provision has been made for any such Taxes on Eagle’s
      balance sheet (in accordance with GAAP).  Eagle and its Subsidiaries
      have 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.  Each of Eagle and its Subsidiaries has withheld and paid all
      Taxes required to have been withheld and paid in connection with amounts paid
      or
      owing to any employee, independent contractor, creditor, shareholder or other
      third party.  Neither Eagle nor any of its Subsidiaries is a party to
      any agreement, contract, arrangement or plan that has resulted or would result,
      individually or in the aggregate, in connection with this Agreement in the
      payment of any “excess parachute payments” within the meaning of Section 280G of
      the IRC and neither Eagle nor any of its Subsidiaries has made any payments
      and
      is not a party to any agreement, and does not maintain any plan, program or
      arrangement, that could require it to make any payments (including any deemed
      payment of compensation upon the issuance of any Eagle Common Stock), that
      would
      not be fully deductible by reason of Section 162(m) of the
      IRC.  Neither Eagle nor any of its Subsidiaries may be held liable for
      any material Taxes of another Person (other than Eagle or any of its
      Subsidiaries) pursuant to Treas. Reg. § 1.1502-6 or
      otherwise.   Neither the consummation of the Merger nor the Bank
      Merger will accelerate the recognition of any income pursuant to section 481
      of
      the IRC.   Neither Eagle nor any Subsidiary has engaged in a
“reportable transaction” or “listed transaction” as those terms are defined in
      section 6707A(c) of the IRC.   Neither Eagle nor any Subsidiary
      is a party to any tax sharing or similar agreement.

     

    (o)    Agreements.

     

    (1)    Eagle’s
      Disclosure Letter lists any contract, arrangement, commitment or understanding
      (whether written or oral) to which Eagle or any of its Subsidiaries is a party
      or is bound:

     

    (A)    with
      any executive officer or other key employee of Eagle or any of its Subsidiaries
      the benefits of which are contingent, or the terms of which are materially
      altered, upon the occurrence of a transaction involving Eagle or any of its
      Subsidiaries of the nature contemplated by this Agreement;

     

    (B)    with
      respect to the employment of any directors, officers, employees or
      consultants;

     

    (C)    any
      of the benefits of which will be increased, or the vesting or payment of the
      benefits of which will be accelerated, by the occurrence of any of the
      transactions contemplated by this Agreement, or the value of any of the benefits
      of which will be calculated on the basis of any of the transactions contemplated
      by this Agreement (including any stock option plan, phantom stock or stock
      appreciation rights plan, restricted stock plan or stock purchase
      plan);

     

    (D)    containing
      covenants that limit the ability of Eagle or any of its Subsidiaries to compete
      in any line of business or with any Person, or that involve any restriction
      on
      the geographic area in which, or method by which, Eagle (including any successor
      thereof) or any of its Subsidiaries may carry on its business (other than as
      may
      be required by law or any regulatory agency);

     

    (E)    pursuant
      to which Eagle or any of its Subsidiaries may become obligated to invest in
      or
      contribute capital to any entity;

     

    (F)    not
      fully disclosed in Eagle Regulatory Filings that relates to borrowings of money,
      letters of credit (or guarantees thereof) by Eagle or any of its Subsidiaries
      in
      excess of $50,000, other than purchases of Federal Funds or repurchase
      agreements fully secured by U.S. government agency securities;

     

    (G)    which
      is a lease or license with respect to any property, real or personal, whether
      as
      landlord, tenant, licensor or licensee, involving a liability or obligation
      as
      obligor in excess of $25,000 on an annual basis;

     

    (H)    the
      termination of which would require payment by Eagle or any of its Subsidiaries
      in excess of $25,000; or

     

    (I)    which
      would constitute a material contract (as defined in Item 601(b)(10) of
      Regulation S-K promulgated by the SEC).

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

      
      (2)    Neither
      Eagle nor any of its Subsidiaries is in default under (and no event has occurred
      which, with due notice or lapse of time or both, would constitute a default
      under) or is in violation of any provision of any note, bond, indenture,
      mortgage, deed of trust, loan agreement, lease or other agreement to which
      it is
      a party or by which it is bound or to which any of its respective properties
      or
      assets is subject and, to the Knowledge of Eagle, no other party to any such
      agreement (excluding any loan or extension of credit or security agreements
      relating thereto made by Eagle or any of its Subsidiaries) is in default in
      any
      respect thereunder, except for such defaults or violations that would not,
      individually or in the aggregate, have a Material Adverse Effect on
      Eagle.

     

    (p)    Intellectual
      Property.  Each of Eagle and its Subsidiaries owns or possesses
      valid and binding licenses and other rights to use without payment all patents,
      copyrights, trade secrets, trade names, service marks, trademarks, domain names,
      e-mail addresses, IP addresses and major software material to its businesses,
      a
      list of which is set forth in Eagle’s Disclosure Letter, and neither Eagle nor
      any of its Subsidiaries has received any notice of conflict with respect thereto
      that asserts the right of others.  Each of Eagle and its Subsidiaries
      has performed all the obligations required to be performed by it and is not
      in
      default under any contract, agreement, arrangement or commitment relating to
      any
      of the foregoing, except for such non-performance or defaults that would not,
      individually or in the aggregate, have a Material Adverse Effect on
      Eagle.

     

    (q)    Labor
      Matters.  Eagle and its Subsidiaries are in compliance in all
      material respects with all federal, state and local laws and regulations
      pertaining to employment, retention of independent contractors, employment
      practices, terms and conditions of employment, workers’ compensation and other
      benefits of employment, and wages and hours.  Neither Eagle nor any of
      its Subsidiaries is a party to any complaint, charge, or other cause of action
      in any federal, state or local court, or before any federal, state or local
      administrative agency or board, in which either Eagle or any of its Subsidiaries
      is alleged to have violated any federal, state or local law or regulation
      pertaining to employment.  Neither Eagle nor any of its Subsidiaries
      is or has ever been a party to, or is or has ever been bound by, any collective
      bargaining agreement, contract or other agreement or understanding with a labor
      union or labor organization with respect to any employees of Eagle or any of
      its
      Subsidiaries.  Neither Eagle nor any of its Subsidiaries is a party
      to, or the subject of, any proceeding in which it is asserted that Eagle or
      any
      of its Subsidiaries has committed an unfair labor practice, or in which any
      Person or entity seeks to compel Eagle or any of its Subsidiaries to bargain
      with any labor organization with respect to any term or condition or employment,
      nor has any such proceeding been threatened.  To the best of Eagle’s
      Knowledge, information and belief, there is no active, pending or threatened
      labor organizing effort, strike, or other labor dispute involving Eagle or
      any
      of its Subsidiaries.

     

    (r)    Employee
      Benefit Plans.

     

    (1)    Eagle’s
      Disclosure Letter contains a complete and accurate list of all retirement,
      pension, profit-sharing, stock bonus, 401(k), stock option, stock purchase,
      stock ownership, stock appreciation right, nonqualified deferred compensation
      (including, but not limited to, nonqualified deferred compensation within the
      meaning of Section 409A of the IRC), consulting, bonus, group insurance,
      severance, fringe benefits (within the meaning of Section 132 of the IRC),
      and
      other benefit plans, contracts, agreements and arrangements, including, but
      not
      limited to, “employee benefit plans,” as defined in Section 3(3) of ERISA,
      incentive and welfare policies, contracts, plans and arrangements, and all
      trust
      agreements related thereto, with respect to any present or former directors,
      officers or other employees of Eagle or any of its ERISA Affiliates (hereinafter
      referred to collectively as the “Eagle Employee Plans”).  Eagle’s
      Disclosure Letter contains a complete and accurate list of all ERISA Affiliates
      of Eagle.  There has been no announcement or commitment by Eagle or
      any of its ERISA Affiliates to create an additional Eagle Employee Plan, or
      to
      amend any Eagle Employee Plan, except for amendments required by applicable
      law
      which do not materially increase the cost of such Eagle Employee
      Plan.  Neither the execution of this Agreement nor the consummation of
      any transaction contemplated thereby will accelerate, increase or vest any
      benefits otherwise payable under any Eagle Employee Plan.

     

    (2)    With
      respect to each Eagle Employee Plan, Eagle has made available to Community
      Trust
      true and complete copies of all plan documents, amendments, agreements, trust
      instruments, insurance contracts, or other funding
      arrangements.   With respect to any Eagle Employee Plan that has
      not been reduced to writing, Eagle has made available to Community Trust a
      complete written description of such arrangement.  With respect to any
      such Eagle Employee Plans that is subject to the summary plan description
      requirements of section 102 of ERISA, Eagle has made available to Community
      Trust a true and complete copy of the most recent summary plan descriptions
      (and
      any summary of material modifications thereto, if applicable).  Eagle
      has made available to Community Trust a true and complete copy of any Form
      5500,
“Annual Return/Report of Employee Benefit Plan,” with related schedules and
      attachments, that has been filed with respect to any Eagle Employee Plan for
      the
      last five plan years.  With respect to any Eagle Employee Plan
      intended to qualify under Section 401(a) of the IRC, Eagle has made available
      to
      Community Trust a true and complete copy of all IRS determination letters,
      any
      pending applications for an IRS determination letter, opinion letters with
      respect to any pre-approved retirement plan format, and any Form 8905,
“Certification of Intent to Adopt a Pre-Approved Plan.”  Eagle has
      made available to Community Trust true and complete copies of all correspondence
      with the IRS, Department of Labor, PBGC or other governmental entity with
      respect to any Eagle Employee Plan.  With respect to any Eagle
      Employee Plan intended to comply with Section 404(c) of ERISA, Eagle has made
      available to Community Trust true and complete copies of materials disclosed
      to
      participants or beneficiaries during the past three years pursuant to ERISA
      Reg.
§ 2550.404c-1(b)(2).  Eagle has made available to Community Trust true
      and complete copies of all personnel, payroll and employment manuals and
      policies.  Eagle has made available to Community Trust true and
      complete copies of all contracts with third party administrators, actuaries,
      investment managers, consultants, and other independent contractors that relate
      to any Eagle Employee Plan, all reports submitted within the four years
      preceding the date of this Agreement by third party administrators, actuaries,
      investment managers, consultants, or other independent contractors with respect
      to any Eagle Employee Plan.

     

    (3)    There
      is no pending or, to Eagle’s Knowledge, threatened claim, litigation,
      administrative action, lien or proceeding relating to any Eagle Employee Plan,
      except for routine claims for benefits, for which Eagle or any ERISA Affiliates
      thereof could have any direct, indirect or contingent liability.  No
      Eagle Employee Plan is under audit by the IRS, Department of Labor, the PBGC,
      or
      any other government entity.  There has been no act or omission with
      respect to any Eagle Employee Plan that could result in the imposition of excise
      or other Taxes or the imposition of penalties.  No asset of any Eagle
      Employee Plan is subject to tax as unrelated business taxable
      income.

     

    (4)    Eagle
      and its ERISA Affiliates have performed all of their obligations under all
      Eagle
      Employee Plans and have made appropriate entries in their financial records
      and
      statements for all obligations and liabilities under all Eagle Employee
      Plans.  All contributions to all Eagle Employee Plans are deductible
      pursuant to Sections 162 or 404 of the IRC.  All of the Eagle Employee
      Plans have been administered in accordance with their written terms and comply
      with all applicable requirements of ERISA, the IRC and other applicable
      laws.  There has occurred no “prohibited transaction” (as defined in
      Section 406 of ERISA or Section 4975 of the IRC) with respect to the Eagle
      Employee Plans.  There has occurred no breach of a fiduciary duty owed
      pursuant to Section 404 of ERISA with respect to any Eagle Employee
      Plans.  Eagle, and any ERISA Affiliates thereof, have complied with
      all obligations under Section 102 of ERISA and related
      regulations.  With respect to any Eagle Employee Plans required to
      file a Form 5500, complete and accurate Forms 5500 timely have been filed for
      all applicable years.  Any notices, reports or disclosures required to
      be given by applicable law to participants, beneficiaries or alternate payees,
      or to any government agencies, have completely and timely been furnished,
      including, but not limited to, any notifications required by Section 101(i)
      of
      ERISA (i.e., “blackout” notices), or by Department of Labor Field
      Assistance Bulletin 2006-03 (i.e., pension benefit
      statements).  Any Eagle Employee Plan that is a “group health plan”
has been administered in accordance with the requirements of HIPAA, and the
      regulations thereunder, and the continuation coverage and notice requirements
      of
      Title I, Subtitle B, Part 6 of ERISA and Section 4980B of the
      IRC.  Neither Eagle nor any ERISA Affiliate thereof ever has
      sponsored, maintained or had any obligation to contribute to a “multiple
      employer welfare arrangement” within the meaning of Section 3(40) of ERISA or to
      a “voluntary employees’ beneficiary association” within the meaning of Section
      501(c)(9) of the IRC.

     

    (5)    No
      “employee pension benefit plan” (as defined in Section 3(2) of ERISA) currently
      or formerly maintained by Eagle, or any ERISA Affiliate thereof, is or was
      subject to Section 302 or Title IV of ERISA or to Section 412 of the
      IRC.  Neither Eagle nor any of its ERISA Affiliates ever has
      contributed to any “multiemployer plan,” as defined in Section 3(37) of
      ERISA.  Neither Eagle nor any ERISA Affiliate thereof ever has engaged
      in any transaction within the meaning of Sections 4069 or 4212(c) of
      ERISA.

     

    (6)    Each
      Eagle Employee Plan that is an “employee pension benefit plan” and which is
      intended to be qualified under Section 401(a) of the IRC (an “Eagle Qualified
      Plan”) is so qualified and is the subject of a favorable determination letter
      from the IRS (or is entitled to rely on a favorable IRS opinion letter on a
      pre-approved format).  All Eagle Qualified Plans have been timely
      amended in good faith, as appropriate, so as to extend any applicable remedial
      amendment period under Revenue Procedure 2005-66.  There are no facts
      or circumstances that may adversely affect the qualification of any Eagle
      Qualified Plan.  No Eagle Qualified Plan is an “employee stock
      ownership plan” (as defined in Section 4975(e)(7) of the IRC).  No
      portion of any account balance or assets in any Eagle Employee Plan is invested
      in employer securities.

     

    (7)    Neither
      Eagle nor any of its ERISA Affiliates has any obligation for post-retirement
      or
      post-employment welfare benefits under any Eagle Employee Plan, except for
      coverage required by Part 6 of Title I of ERISA or Section 4980B of the IRC,
      or
      similar state laws, the cost of which is borne by the insured
      individuals.

     

    (8)    All
      nonqualified deferred compensation plans (within the meaning of Section 409A
      of
      the IRC) have been administered in good-faith compliance with Section 409A
      of
      the IRC.

     

    (9)    Eagle
      has made available to Community Trust information regarding any vacation, paid
      sick leave, or other paid leave earned or accrued by employees of Eagle and
      any
      of its ERISA Affiliates that has not yet been taken or for which Eagle or an
      ERISA Affiliate may become liable.

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    (10)    No
      payment that is owed or may become due to any director, officer, employee or
      agent of Eagle or any ERISA Affiliate will be non-deductible or subject to
      tax
      under sections 280G, 409A or 4999 of the Code, nor shall Eagle or any ERISA
      Affiliate be required to “gross-up” or otherwise compensate any such Person
      because of the imposition of any tax on a payment to such Person.

     

    (s)    Properties.

     

    (1)    A
      description of each parcel of real property owned by Eagle or a Subsidiary
      of
      Eagle is set forth in Eagle’s Disclosure Letter.  Eagle or a
      Subsidiary of Eagle, as applicable, owns Eagle’s principal office and Eagle’s
      four branch offices.  Each of Eagle and its Subsidiaries has good and
      marketable title to all real property owned by it as reflected on Eagle’s
      financial statements (including any property acquired in a judicial foreclosure
      proceeding or by way of a deed in lieu of foreclosure or similar transfer)
      or
      acquired after the date of such financial statements, in each case free and
      clear of any Liens except (i) liens for Taxes not yet due and payable and
      (ii) such easements, restrictions and encumbrances, if any, as are not
      material in character, amount or extent, and do not materially detract from
      the
      value, or materially interfere with the present use of the properties subject
      thereto or affected thereby.   All real property and fixtures of
      Eagle and each of its Subsidiaries are in a good state of maintenance and repair
      (normal wear and tear excepted), to the Knowledge of Eagle conform with all
      applicable ordinances, regulations and zoning laws and are considered by Eagle
      to be adequate for the current business of Eagle and its
      Subsidiaries.  To the Knowledge of Eagle, none of the buildings,
      structures or other improvements located on real property owned by Eagle or
      any
      of its Subsidiaries encroaches upon or over any adjoining parcel or real estate
      or any easement or right-of-way.  Copies of all title insurance
      policies covering any real property owned by Eagle or any of its Subsidiaries,
      if any, have been previously made available to Community Trust.

     

    (2)    Each
      of Eagle and its Subsidiaries has good and marketable title to all tangible
      personal property owned by it as reflected in Eagle’s financial statements, free
      and clear of all Liens except such encumbrances, if any, as are not material
      in
      character, amount or extent, and do not materially detract from the value,
      or
      materially interfere with the present use of the properties subject thereto
      or
      affected thereby.  With respect to personal property used in the
      business of Eagle and its Subsidiaries that is leased rather than owned, neither
      Eagle nor any of its Subsidiaries is in default in any material respect under
      the terms of any such lease.

     

    (3)    A
      description of all real property leased by Eagle or a Subsidiary of Eagle,
      if
      any, is set forth in Eagle’s Disclosure Letter.  Each lease pursuant
      to which Eagle or any of its Subsidiaries as lessee, leases real or personal
      property, is valid and in full force and effect and neither Eagle nor any of
      its
      Subsidiaries, nor, to Eagle’s Knowledge, any other party to any such lease, is
      in default or in violation of any material provision of any such
      lease.

     

    (t)    Fees.  Other
      than financial advisory services performed for Eagle by Investment Bank
      Services, Inc. pursuant to an agreement dated December 5, 2006, a true and
      complete copy of which has been previously made available to Community Trust,
      neither Eagle nor any of its Subsidiaries, nor any of their respective officers,
      directors, employees or agents, has employed any broker or finder or incurred
      any liability for any financial advisory fees, brokerage fees, commissions
      or
      finder’s fees, and no broker or finder has (i) acted in any manner sufficient to
      give such Person any rights to any valid claim for any advisory fees, brokerage
      fees, commissions, finder’s fees or similar payments for services in connection
      with the transactions contemplated by this Agreement, or (ii) acted directly
      or
      indirectly for Eagle or any of its Subsidiaries in connection with this
      Agreement or the transactions contemplated hereby.

     

    (u)    Environmental
      Matters.

     

    (1)    Each
      of Eagle and its Subsidiaries and, to the Knowledge of Eagle, the Participation
      Facilities and the Loan Properties are, and have been, in substantial compliance
      with all Environmental Laws.

     

    (2)    There
      is no suit, claim, action, demand, executive or administrative order, directive,
      investigation or proceeding pending or, to the Knowledge of Eagle, threatened,
      before any court, governmental agency or board or other forum against Eagle
      or
      any of its Subsidiaries or any Participation Facility (A) for alleged
      noncompliance (including by any predecessor) with, or liability under, any
      Environmental Law or (B) relating to the presence of or release into the
      environment of any Hazardous Material, whether or not occurring at or on a
      site
      owned, leased or operated by Eagle or any of its Subsidiaries or any
      Participation Facility.

     

    (3)    To
      the Knowledge of Eagle, there is no suit, claim, action, demand, executive
      or
      administrative order, directive, investigation or proceeding pending or
      threatened before any court, governmental agency or board or other forum
      relating to or against any Loan Property (or Eagle or any of its Subsidiaries
      in
      respect of such Loan Property) (A) relating to alleged noncompliance (including
      by any predecessor) with, or liability under, any Environmental Law or (B)
      relating to the presence of or release into the environment of any Hazardous
      Material, whether or not occurring at a Loan Property.

     

    (4)    Neither
      Eagle nor any of its Subsidiaries has received any written notice, demand
      letter, executive or administrative order, directive or request for information
      from any Governmental Entity or any third party indicating that it may be in
      violation of, or liable under, any Environmental Law.

     

    (5)    To
      the Knowledge of Eagle, there are no underground storage tanks at any properties
      owned or operated by Eagle or any of its Subsidiaries or at any Participation
      Facility and no underground storage tanks have been closed or removed from
      any
      properties owned or operated by Eagle or any of its Subsidiaries or, to the
      Knowledge of Eagle, any Participation Facility.

     

    (6)    During
      the period of (A) Eagle’s or its Subsidiary’s ownership or operation of any of
      their respective current properties or (B) Eagle’s or its Subsidiary’s
      participation in the management of any Participation Facility, there has been
      no
      release of Hazardous Materials in, on, under or affecting such properties except
      in accordance with Environmental Law.  To the Knowledge of Eagle,
      prior to the period of (A) Eagle’s or its Subsidiary’s ownership or operation of
      any of their respective current properties or (B) Eagle’s or its
      Subsidiary’s participation in the management of any Participation Facility,
      there was no contamination by or release of Hazardous Materials in, on, under
      or
      affecting such properties except in accordance with Environmental
      Law.

     

    (v)    Loan
      Portfolio; Allowance for Loan Losses.

     

    (1)    With
      respect to each
      Loan owned by Eagle or its Subsidiaries in whole or in part:

     

    (A)    The
      note and the related security documents are each legal, valid and binding
      obligations of the maker or obligor thereof, enforceable against such maker
      or
      obligor in accordance with their terms subject to bankruptcy, insolvency,
      fraudulent conveyance and other laws of general applicability relating to or
      affecting creditors’ rights and to general equity principles and, to Eagle’s
      Knowledge, the security therefor, if any, is valid and properly
      perfected;

     

    (B)    neither
      Eagle nor any of its Subsidiaries, nor any prior holder of a Loan, has modified
      the note or any of the related security documents in any material respect or
      satisfied, canceled or subordinated the note or any of the related security
      documents except as otherwise disclosed by documents in the applicable Loan
      file;

     

    (C)    Eagle
      or a Subsidiary of Eagle is the sole holder of legal and beneficial title to
      each Loan (or Eagle’s or its Subsidiary’s applicable participation interest, as
      applicable), except as otherwise referenced on the books and records of Eagle
      or
      a Subsidiary of Eagle;

     

    (D)    the
      original note and the related security documents are included in the Loan files,
      and copies of any documents in the Loan files are true and correct copies of
      the
      documents they purport to be and have not been suspended, amended, modified,
      canceled or otherwise changed except as otherwise disclosed by documents in
      the
      applicable Loan file; and

     

    (E)    with
      respect to a Loan held in the form of a participation, to Eagle’s Knowledge, the
      participation documentation is legal, valid, binding and enforceable in
      accordance with its terms, subject to bankruptcy, insolvency, fraudulent
      conveyance and other laws of general applicability relating to or affecting
      creditors’ rights and to general equity principles.

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    (2)    Neither
      the terms of
      any Loan, any of the documentation for any Loan, the manner in which any Loans
      have been administered and serviced, nor Eagle’s or any of its Subsidiaries’
practices of approving or rejecting Loan applications, violate in any material
      respect any federal, state, or local law, rule or regulation applicable thereto,
      including, without limitation, the Truth In Lending Act, Regulations O and
      Z of
      the Federal Reserve Board, the CRA, the Equal Credit Opportunity Act, and any
      state laws, rules and regulations relating to consumer protection, installment
      sales and usury.

     

    (3)    The
      allowance for
      loan losses reflected on Eagle’s audited balance sheet at December 31, 2006 was,
      and the allowance for loan losses shown on the balance sheets in the Eagle
      Regulatory Filings for periods ending after December 31, 2006, was or will
      be
      adequate to reflect the inherent and actual risks in the loans of Eagle Bank,
      as
      of the dates thereof, under GAAP.  Eagle has no Knowledge of any fact
      which is likely to require a future material increase in the provision for
      loan
      losses or a material decrease in the allowance for loan losses under
      GAAP.

     

    (w)    Deposits.  The
      deposit accounts of Eagle Bank are insured by the FDIC to the maximum extent
      permitted by law.  Eagle Bank has paid all premiums and assessments
      required to have been paid, and filed all reports required to have been filed,
      under all rules and regulations applicable to the FDIC.  None of the
      deposits of Eagle or any of its Subsidiaries is a “brokered”
deposit.

     

    (x)    Anti-takeover
      Provisions Inapplicable.  Eagle and its Subsidiaries have taken
      all actions required to exempt Community Trust, the Agreement, the Plan of
      Bank
      Merger, the Merger and the Bank Merger from any provisions of an antitakeover
      nature contained in their organizational documents, and the provisions of any
      “anti-takeover,” “fair price,” “moratorium,” “control share acquisition” or
      similar laws or regulations contained in the KBCA.

     

    (y)    Related
      Party Transactions; Material Interests of Certain Persons.  No
      officer or director of Eagle or any of its Subsidiaries, or any “associate” (as
      such term is defined in Rule 12b-2 under the Exchange Act) of any such officer
      or director, has any material interest in any material contract or property
      (real or personal), tangible or intangible, used in or pertaining to the
      business of Eagle or any of its Subsidiaries other than banking relationships
      in
      the ordinary course of business.  Eagle’s Disclosure Letter lists all
      existing transactions, investments and loans, including loan guarantees existing
      as of the date hereof, to which Eagle or any of its Subsidiaries is a party
      with
      any director, executive officer or 5% shareholder of Eagle or any of its
      Subsidiaries, or any Person, corporation, or enterprise controlling, controlled
      by or under common control with any of the foregoing.  All such
      transactions, agreements, investments and loans are on terms, including interest
      rates and collateral, no less favorable to Eagle or any of its Subsidiaries
      than
      could be obtained from unrelated parties, and substantially comply with all
      applicable provisions of federal and state law.  Any such loans,
      extensions and commitments do not involve, to Eagle’s Knowledge, more than a
      normal risk of collectability.

     

    (z)    Insurance.
      Eagle and its Subsidiaries are presently insured for amounts against such risks
      as companies of a similar size engaged in a similar business would, in
      accordance with good business practice, customarily be insured.  All
      of the insurance policies and bonds maintained by Eagle and its Subsidiaries
      are
      in full force and effect, and neither Eagle nor any of its Subsidiaries (i)
      has
      received any written notice of premium increase or cancellation, (ii) is in
      default thereunder, or (iii) to Eagle’s Knowledge, is liable for any material
      retroactive premium adjustments.  All material claims thereunder have
      been filed in due and timely fashion, and as of the date of this Agreement,
      no
      claims are currently pending thereunder, and no claims have been denied
      thereunder at any time since December 31, 2003.

     

    (aa)    Investment
      Securities; Derivatives.

     

    (1)    Except
      for restrictions that exist for securities that are classified as “held to
      maturity,” none of the investment securities held by Eagle or any of its
      Subsidiaries is subject to any restriction (contractual or statutory) that
      would
      materially impair the ability of the entity holding such investment freely
      to
      dispose of such investment at any time.

     

    (2)    Neither
      Eagle nor any of its Subsidiaries is a party to or has agreed to enter into
      an
      exchange-traded or over-the-counter equity, interest rate, foreign exchange
      or
      other swap, forward, future, option, cap, floor or collar or any other contract
      that is a derivative contract (including various combinations thereof) or owns
      securities that (A) are referred to generically as “structured notes,” “high
      risk mortgage derivatives,” “capped floating rate notes” or “capped floating
      rate mortgage derivatives” or (B) are likely to have changes in value as a
      result of interest or exchange rate changes that significantly exceed normal
      changes in value attributable to interest or exchange rate changes.

     

    (bb)    Indemnification.  Except
      as provided in the articles of incorporation or bylaws of Eagle and the similar
      organizational documents of its Subsidiaries, neither Eagle nor any of its
      Subsidiaries is a party to any agreement that provides for the indemnification
      of any of its present or former directors, officers or employees, or other
      Persons who serve or served as a director, officer or employee of another
      corporation, partnership or other enterprise at the request of Eagle and, to
      the
      Knowledge of Eagle, there are no claims for which any such Person would be
      entitled to indemnification under the articles of incorporation or bylaws of
      Eagle or the similar organizational documents of any of its Subsidiaries, under
      any applicable law or regulation or under any indemnification
      agreement.

     

    (cc)    Corporate
      Documents.  Eagle has made available to Community Trust a
      complete and correct copy of the articles of incorporation, bylaws and similar
      organizational documents of Eagle and each of its Subsidiaries, as in effect
      as
      of the date of this Agreement.  Neither Eagle nor any of its
      Subsidiaries is in violation of its articles of incorporation, bylaws or similar
      organizational documents.  The minute books of Eagle and each of
      Eagle’s Subsidiaries constitute a complete and correct record of all actions
      taken by their respective boards of directors (and each committee thereof)
      and
      their shareholders.

     

    (dd)    Eagle
      Information.  The information regarding Eagle and its
      Subsidiaries to be supplied by Eagle for inclusion in the Registration
      Statement, any filings or approvals under applicable state securities laws,
      or
      any filing pursuant to Rule 165 or Rule 425 under the Securities Act will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary in order to make the statements
      therein, in light of the circumstances under which they are made, not
      misleading.

     

    (ee)    Community
      Reinvestment Act Compliance.  Eagle Bank is in material
      compliance with the applicable provisions of the CRA and the regulations
      promulgated thereunder, and Eagle Bank currently has a CRA rating of
      satisfactory or better.  To the Knowledge of Eagle, there is no fact
      or circumstance or set of facts or circumstances that would cause Eagle Bank
      to
      fail to comply with such provisions or cause the CRA rating of Eagle Bank to
      fall below satisfactory.

     

    (ff)    Tax
      Treatment of the Merger.  Eagle has no Knowledge of any fact or
      circumstance relating to it that would prevent the transactions contemplated
      by
      this Agreement from qualifying as a reorganization under section 368 of the
      IRC.

     

    (gg)    Fiduciary
      Activities.  Except as set forth on Eagle’s Disclosure Letter and
      other than acting as custodian for individual retirement accounts, simplified
      employee retirement plans and trusts, neither Eagle nor any of its Subsidiaries
      is engaged in any fiduciary or custodial activities.  Each of Eagle
      and its Subsidiaries is authorized by charter to exercise its fiduciary and
      custodial activities (if any), and all such activities have been and are being
      conducted in accordance with all applicable laws.

     

    (hh)    Rating.  As
      of the date hereof, Eagle Bank’s examination rating under the CRA is
“satisfactory” or better.

     

    (ii)    Disclosure.  No
      representation or warranty of Eagle in this Agreement and no statement by Eagle
      in Eagle’s Disclosure Letter or otherwise contained in this Agreement, contains
      or will contain any untrue statement of a material fact or omits or will omit
      to
      state a material fact required to be stated herein or therein or necessary
      in
      order to make the statements herein or therein, in light of the circumstances
      in
      which they were made, not misleading.

     

    3.3    Representations
      and Warranties of Community Trust.  Community Trust
      represents and warrants to Eagle that, except as set forth in Community Trust’s
      Disclosure Letter:

     

    (a)    Organization
      and Qualification.

     

    
      
         

      

      
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    (1)    Community
      Trust is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the Commonwealth of Kentucky and is registered with the Federal Reserve
      Board
      as a bank holding company.  Community Trust has all requisite
      corporate power and authority to own, lease and operate its properties
      and to conduct the business currently being conducted by it. Community Trust
      is
      duly qualified or licensed as a foreign corporation to transact
      business and is in good
      standing in each jurisdiction in which the character of the properties owned
      or
      leased by it or the nature of the business conducted by it makes such qualification
      or licensing necessary, except where the failure to be so qualified or licensed
      and in good standing would not have a Material Adverse Effect
      on Community
      Trust.

     

    (2)    Each
      of Community Trust’s Subsidiaries is a corporation duly organized and validly
      existing under the laws of its jurisdiction of incorporation, has all requisite
      corporate power and authority to own, lease and operate its properties and
      to
      conduct the business currently being conducted by it and is duly qualified
      or
      licensed as a foreign corporation to transact business and is in good standing
      in each jurisdiction in which the character of the properties owned or leased
      by
      it or the nature of the business conducted by it makes such qualification or
      licensing necessary, except where the failure to be so qualified or licensed
      and
      in good standing would not have a Material Adverse Effect on such
      Subsidiary.

     

    (b)    Authority.

     

               
      (1) Community Trust has all requisite corporate
      power and authority to enter into this Agreement, to perform its obligations
      hereunder and to consummate the transactions contemplated by this
      Agreement.  The execution and delivery of this Agreement and the
      consummation of the transactions contemplated by this Agreement have been duly
      authorized by all necessary corporate actions on the part of Community Trust’s
      Board of Directors, and no other corporate proceedings on the part of Community
      Trust are necessary to authorize this Agreement or to consummate the
      transactions contemplated by this Agreement.  This Agreement has been
      duly and validly executed and delivered by Community Trust and constitutes
      a
      valid and binding obligation of Community Trust, enforceable against Community
      Trust in accordance with its terms, subject to applicable bankruptcy, insolvency
      and similar laws affecting creditors’ rights and remedies generally and to
      general principles of equity, whether applied in a court of law or a court
      of
      equity.

     

           
      (2)  Community Trust Bank has all requisite corporate
      power and authority to enter into the Plan of Bank Merger, to perform its
      obligations thereunder and to consummate the Bank Merger.  The
      execution and delivery of the Plan of Bank Merger and the consummation of the
      transactions contemplated by the Plan of Bank Merger have been duly authorized
      by all necessary corporate actions on the part of Community Trust Bank’s Board
      of Directors, and no other corporate proceedings on the part of Community Trust
      Bank are necessary to authorize the Plan of Bank Merger or to consummate the
      transactions contemplated by the Plan of Bank Merger.  The Plan of
      Bank Merger will be duly and validly executed and delivered by Community Trust
      Bank and will constitute a valid and binding obligation of Community Trust
      Bank,
      enforceable against Community Trust Bank in accordance with its terms, subject
      to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights and remedies generally and to general principles of equity, whether
      applied in a court of law or a court of equity.

     

    (c)    No
      Violations.  The execution, delivery and performance of this
      Agreement by Community Trust do not, and the consummation of the transactions
      contemplated by this Agreement (including the Bank Merger) by Community Trust
      and Community Trust Bank will not, (i) assuming all required governmental
      approvals have been obtained and the applicable waiting periods have expired,
      violate any law, rule or regulation or any judgment, decree, order, governmental
      permit or license to which Community Trust or any of its Subsidiaries (or any
      of
      their respective properties) is subject, (ii) violate the articles of
      incorporation or bylaws of Community Trust or the similar organizational
      documents of any of its Subsidiaries or (iii) constitute a breach or
      violation of, or a default under (or an event which, with due notice or lapse
      of
      time or both, would constitute a default under), or result in the termination
      of, accelerate the performance required by, or result in the creation of any
      Lien upon any of the properties or assets of Community Trust or any of its
      Subsidiaries under, any of the terms, conditions or provisions of any note,
      bond, indenture, deed of trust, loan agreement or other agreement, instrument
      or
      obligation to which Community Trust or any of its Subsidiaries is a party,
      or to
      which any of their respective properties or assets may be subject except, in
      the
      case of (iii), for any such breaches, violations or defaults that would not,
      individually or in the aggregate, have a Material Adverse Effect on Community
      Trust.

     

    (d)    Consents
      and Approvals.  No consents or approvals of, or filings or
      registrations with, any Governmental Entity or any third party are required
      to
      be made or obtained in connection with the execution and delivery by Community
      Trust of this Agreement or the consummation by Community Trust of the Merger
      and
      the other transactions contemplated by this Agreement, including the Bank
      Merger, except for (i) filings of applications and notices with, receipt of
      approvals or nonobjections from, and expiration of the related waiting period
      required by, federal and state banking authorities, (ii) filing of the
      Registration Statement with the SEC and declaration by the SEC of the
      Registration Statement’s effectiveness under the Securities Act, (iii) the
      registration or qualification of the shares of Community Trust Common Stock
      to
      be issued in exchange for shares of Eagle Common Stock under applicable state
      securities or “blue sky” laws and (iv) the listing of the shares of
      Community Trust Common Stock to be issued in exchange for shares of Eagle Common
      Stock on NASDAQ.  As of the date hereof, Community Trust knows of no
      reason pertaining to Community Trust why any of the approvals referred to in
      this Section 3.3(d)
      should not be obtained without the imposition of any material condition or
      restriction described in Section 6.1(b).

     

    (e)    Securities
      and Regulatory Filings.

     

                                                                     (1)    Community
      Trust has filed with the SEC all reports, registration statements, definitive
      proxy statements and information statements that it has been required to file
      under the Securities Act or the Exchange Act since December 31, 2001
      (collectively, “Community Trust’s Reports”).  As of their respective
      dates, all of Community Trust’s Reports complied in all material respects with
      the applicable requirements of the Securities Act or the Exchange Act, as the
      case may be, and the rules and regulations of the SEC promulgated
      thereunder.  None of Community Trust’s Reports contained any untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary to make the statements made therein, in light of
      the
      circumstances under which they were made, not misleading.

     

                                                                  
      (2)    Community
      Trust and each Subsidiary of Community Trust has filed with any Government
      Regulator, and has made available, all reports, schedules, registrations,
      statements and definitive proxy statements that it has been required to file
      since December 31, 2001 (collectively, “Community Trust Regulatory
      Filings”).  As of their respective dates, each of the Community Trust
      Regulatory Filings complied in all material respects with all of the laws,
      rules
      and regulations of the Government Regulator with which they were
      filed.  None of the Community Trust Regulatory Filings contained any
      untrue statement of a material fact or omitted to state a material fact required
      to be stated therein or necessary to make the statements made therein, in light
      of the circumstances under which they were made, not misleading.

     

    (f)    Community
      Trust Information.  The information regarding Community Trust and
      its Subsidiaries to be supplied by Community Trust for inclusion in the
      Registration Statement, any filings or approvals under applicable state
      securities laws, or any filing pursuant to Rule 165 or Rule 425 under the
      Securities Act or Rule 14a-12 under the Exchange Act will not contain any untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they are made, not misleading.  The
      Proxy Statement-Prospectus (except for such portions thereof that relate only
      to
      Eagle or any of its Subsidiaries) will comply as to form in all material
      respects with the provisions of the Exchange Act and the rules and regulations
      thereunder.  The Registration Statement will comply as to form in all
      material respects with the provisions of the Securities Act and the rules and
      regulations thereunder.

     

    (g)    Tax
      Treatment of the Merger.  Community Trust has no Knowledge of any
      fact or circumstance relating to it that would prevent the transactions
      contemplated by this Agreement from qualifying as a reorganization under section
      368 of the IRC.

     

    (h)    Availability
      of Funds; Rating.  Community Trust has and will have available to
      it at the Effective Time, sources of capital sufficient to pay the aggregate
      Cash Consideration and to pay any other amounts payable pursuant to this
      Agreement and to effect the transactions contemplated hereby.  As of
      the date hereof, Community Trust and Community Trust Bank are “well-capitalized”
under applicable regulatory definitions and Community Trust Bank’s examination
      rating under the CRA is “satisfactory” or better.

     

    (i)    Community
      Trust Common Stock.

     

         
      (1) As of March 31, 2007, the authorized capital
      stock of Community Trust consisted solely of 25,000,000 shares of Community
      Trust Common Stock, of which 15,203,172 shares of Community Trust Common Stock
      were issued and outstanding.  The outstanding Community Trust Common
      Stock have been duly authorized and are validly issued and outstanding, fully
      paid and non-assessable, and were not issued in violation of the preemptive
      rights of any shareholders of Community Trust.

     

        
      (2)  The Community Trust Common Stock to be issued in
      exchange for Eagle Common Stock in the Merger, when issued in accordance with
      the terms of this Agreement, will be duly authorized validly issued, fully
      paid
      and non-assessable and will not be subject to any preemptive
      rights.  As of the date hereof there are, and as of the Effective Time
      there will be, sufficient authorized and unissued Community Trust Common Stock
      to enable Community Trust to issue in the Merger the portion of the Merger
      Consideration consisting of Community Trust Common Stock.

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    (j)    Financial
      Statements of Community Trust.  The consolidated financial
      statements of Community Trust (including the related notes) contained in or
      incorporated by reference into any of the Community Trust’s Reports (the
“Community Trust Financial Statements”), comply as to form in all material
      respects with applicable accounting requirements and the published rules and
      regulations of the SEC with respect thereto, have been prepared in accordance
      with GAAP (except, in the case of unaudited financial statements, as permitted
      by Form 10-Q of the SEC) applied on a consistent basis during the periods
      involved (except as may be indicated in the notes thereto) and fairy present,
      in
      all material respects, the consolidated financial position of Community Trust
      and its Subsidiaries as of the dates thereof and their respective consolidated
      results of operations and cash flows for the periods to which they relate
      (subject, in the case of unaudited consolidated financial statements, to normal
      year-end audit adjustments which are not expected to be, individually or in
      the
      aggregate, materially adverse to Community Trust and the absence of full
      footnotes.

    
       

    

    (k)    Undisclosed
      Liabilities.  Neither Community Trust nor any of its Subsidiaries
      has incurred any debt, liability or obligation of any nature whatsoever (whether
      accrued, contingent, absolute or otherwise and whether due or to become due)
      other than liabilities reflected on or reserved against in the consolidated
      balance sheet of Community Trust as of December 31, 2006, except for liabilities
      incurred since December 31, 2006 in the ordinary course of business consistent
      with past practice that, either alone or when combined with all similar
      liabilities, have not had, and would not reasonably be expected to have, a
      Material Adverse Effect on Community Trust.

     

    (l)    Absence
      of Certain Changes or Events.  Except as disclosed in Community
      Trust’s Disclosure Letter, since December 31, 2006, (i) Community Trust and its
      Subsidiaries have conducted their respective businesses only in the ordinary
      and
      usual course of such businesses consistent with their past practices, (ii)
      there
      has not been any event or occurrence that has had, or is reasonably expected
      to
      have, a Material Adverse Effect on Community Trust, (iii) there has been no
      change in any accounting principles, practices or methods of Community Trust
      or
      any of its Subsidiaries other than as required by GAAP, and (iv) neither
      Community Trust nor any of its Subsidiaries has received notice of, or has
      Knowledge that, any of its credit or deposit customers has terminated or intends
      to terminate its relationship with Community Trust or any of its Subsidiaries,
      which termination either singly or in the aggregate would reasonably be expected
      to have a Material Adverse Effect on Community Trust.

     

    (m)    Litigation.  There
      are no suits, actions or legal, administrative or arbitration proceedings
      pending or, to the Knowledge of Community Trust, threatened against or affecting
      Community Trust or any of its Subsidiaries or any property or asset of Community
      Trust or any of its Subsidiaries that (i) individually or in the aggregate,
      would reasonably be expected to have a Material Adverse Effect on Community
      Trust or (ii) challenge the validity or propriety of any of the transactions
      contemplated by this Agreement.  To the Knowledge of Community Trust,
      there are no investigations, reviews or inquiries by any court or Governmental
      Entity pending or threatened against Community Trust or any of its
      Subsidiaries.  There are no judgments, decrees, injunctions, orders or
      rulings of any Governmental Entity or arbitrator outstanding against Community
      or any of its Subsidiaries that, individually or in the aggregate, would
      reasonably be expected to have a Material Adverse Effect on Community
      Trust.

     

    (n)    Absence
      of Regulatory Actions.  Since December 31, 2001, neither
      Community Trust nor any of its Subsidiaries has been, nor is it currently,
      a
      party to any cease and desist order, written agreement or memorandum of
      understanding with, or any commitment letter or similar undertaking to, or
      has
      been since December 31, 2001, or is subject to, any action, proceeding, order
      or
      directive by any Government Regulator, or has adopted any board resolutions
      at
      the request of any Government Regulator, or has been advised by any Government
      Regulator that it is contemplating issuing or requesting (or is considering
      the
      appropriateness of issuing or requesting) any such action, proceeding, order,
      directive, written agreement, memorandum of understanding, commitment letter,
      board resolutions or similar undertaking.  There are no unresolved
      violations, criticisms or exceptions by any Government Regulator with respect
      to
      any report or statement relating to any examinations of Community Trust or
      its
      Subsidiaries.

     

    (o)    Compliance
      with Laws.  Each of Community Trust and its Subsidiaries conducts
      its business in compliance with all statutes, laws, regulations, ordinances,
      rules, judgments, orders or decrees applicable to it or the employees conducting
      such business.  Each of Community Trust and its Subsidiaries is in
      compliance, in all material respects, with the privacy provisions of the
      Gramm-Leach-Bliley Act and other applicable laws relating to consumer
      privacy.  To Community Trust’s Knowledge, each of Community Trust and
      its Subsidiaries has all permits, licenses, certificates of authority, orders
      and approvals of, and has made all filings, applications and registrations
      with,
      all Governmental Entities that are required in order to permit it to carry
      on
      its business as it is presently conducted; all such permits, licenses,
      certificates of authority, orders and approvals are in full force and effect
      and, to Community Trust’s Knowledge, no suspension or cancellation of any of
      them is threatened.  Neither Community Trust nor any of its
      Subsidiaries has been given notice or been charged with any violation of, any
      law, ordinance, regulation, order, writ, rule, decree or condition to approval
      of any Governmental Entity which, individually or in the aggregate, would
      reasonably be expected to have a Material Adverse Effect on Community
      Trust.

     

    (p)    Taxes.  Except
      as set forth on Community Trust’s Disclosure Letter, all material federal,
      state, local and foreign tax returns required to be filed by or on behalf of
      Community Trust or any of its Subsidiaries have been timely filed or requests
      for extensions have been timely filed and any such extension shall have been
      granted and not have expired, and all such filed returns are complete and
      accurate in all material respects.  All Taxes shown on such returns,
      all Taxes required to be shown on returns for which extensions have been granted
      and all other Taxes required to be paid by Community Trust or any of its
      Subsidiaries have been paid in full or adequate provision has been made for
      any
      such Taxes on Community Trust’s balance sheet (in accordance with
      GAAP).  To Community Trust’s Knowledge, there is no audit examination,
      deficiency assessment, tax investigation or refund litigation with respect
      to
      any Taxes of Community Trust or any of its Subsidiaries, and no claim has been
      made in writing by any authority in a jurisdiction where Community Trust or
      any
      of its Subsidiaries do not file tax returns that Community Trust or any such
      Subsidiary is subject to taxation in that jurisdiction.  All Taxes,
      interest, additions and penalties due with respect to completed and settled
      examinations or concluded litigation relating to Community Trust or any of
      its
      Subsidiaries have been paid in full or adequate provision has been made for
      any
      such Taxes on Community Trust’s balance sheet (in accordance with
      GAAP).  Community Trust and its Subsidiaries have 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.  Each of
      Community Trust and its Subsidiaries has withheld and paid all Taxes required
      to
      have been withheld and paid in connection with amounts paid or owing to any
      employee, independent contractor, creditor, shareholder or other third
      party.  Neither Community Trust nor any of its Subsidiaries is a party
      to any agreement, contract, arrangement or plan that has resulted or would
      result, individually or in the aggregate, in connection with this Agreement
      in
      the payment of any “excess parachute payments” within the meaning of Section
      280G of the IRC and neither Community Trust nor any of its Subsidiaries has
      made
      any payments and is not a party to any agreement, and does not maintain any
      plan, program or arrangement, that could require it to make any payments
      (including any deemed payment of compensation upon the issuance of any Community
      Trust Common Stock), that would not be fully deductible by reason of Section
      162(m) of the IRC.  Neither Community Trust nor any of its
      Subsidiaries may be held liable for any material Taxes of another Person (other
      than Community Trust or any of its Subsidiaries) pursuant to Treas. Reg. §
1.1502-6 or otherwise.   Neither the consummation of the Merger
      nor the Bank Merger will accelerate the recognition of any income pursuant
      to
      section 481 of the IRC.  Neither Community Trust nor any Subsidiary
      has engaged in a “reportable transaction” or “listed transaction” as those terms
      are defined in section 6707A(c) of the IRC.  Neither Community Trust
      nor any Subsidiary is a party to any tax sharing or similar
      agreement.

     

    (q)    Employee
      Benefit Plans.

     

    (1)    “Community
      Trust Employee Plans” collectively, means all retirement, pension,
      profit-sharing, stock bonus, 401(k), stock option, stock purchase, stock
      ownership, stock appreciation right, nonqualified deferred compensation
      (including, but not limited to, nonqualified deferred compensation within the
      meaning of Section 409A of the IRC), consulting, bonus, group insurance,
      severance, fringe benefits (within the meaning of Section 132 of the IRC),
      and
      other benefit plans, contracts, agreements and arrangements, including, but
      not
      limited to, “employee benefit plans,” as defined in Section 3(3) of ERISA,
      incentive and welfare policies, contracts, plans and arrangements, and all
      trust
      agreements related thereto, with respect to any present or former directors,
      officers or other employees of Community Trust or any of its ERISA
      Affiliates.

     

    (2)      There
      is no pending or, to Community Trust’s Knowledge, threatened claim, litigation,
      administrative action, lien or proceeding relating to any Community Trust
      Employee Plan, except for routine claims for benefits, for which Community
      Trust
      or any ERISA Affiliates thereof could have any direct, indirect or contingent
      liability.  No Community Trust Employee Plan is under audit by the
      IRS, Department of Labor, the PBGC, or any other government
      entity.  There has been no act or omission with respect to any
      Community Trust Employee Plan that could result in the imposition of excise
      or
      other Taxes or the imposition of penalties.  No asset of any Community
      Trust Employee Plan is subject to tax as unrelated business taxable
      income.

     

    (3)    Community
      Trust and its ERISA Affiliates have performed all of their obligations under
      all
      Community Trust Employee Plans and have made appropriate entries in their
      financial records and statements for all obligations and liabilities under
      all
      Community Trust Employee Plans.  All contributions to all Community
      Trust Employee Plans are deductible pursuant to Sections 162 or 404 of the
      IRC.  All of the Community Trust Employee Plans have been administered
      in accordance with their written terms and comply with all applicable
      requirements of ERISA, the IRC and other applicable laws.  There has
      occurred no “prohibited transaction” (as defined in Section 406 of ERISA or
      Section 4975 of the IRC) with respect to the Community Trust Employee
      Plans.  There has occurred no breach of a fiduciary duty owed pursuant
      to Section 404 of ERISA with respect to any Community Trust Employee
      Plans.  Community Trust, and any ERISA Affiliates thereof, have
      complied with all obligations under Section 102 of ERISA and related
      regulations.  With respect to any Community Trust Employee Plans
      required to file a Form 5500, complete and accurate Forms 5500 timely have
      been
      filed for all applicable years.  Any notices, reports or disclosures
      required to be given by applicable law to participants, beneficiaries or
      alternate payees, or to any government agencies, have completely and timely
      been
      furnished, including, but not limited to, any notifications required by Section
      101(i) of ERISA (i.e., “blackout” notices), or by Department of Labor
      Field Assistance Bulletin 2006-03 (i.e., pension benefit
      statements).  Any Community Trust Employee Plan that is a “group
      health plan” has been administered in accordance with the requirements of HIPAA,
      and the regulations thereunder, and the continuation coverage and notice
      requirements of Title I, Subtitle B, Part 6 of ERISA and Section 4980B of the
      IRC.  Neither Community Trust nor any ERISA Affiliate thereof ever has
      sponsored, maintained or had any obligation to contribute to a “multiple
      employer welfare arrangement” within the meaning of Section 3(40) of ERISA or to
      a “voluntary employees’ beneficiary association” within the meaning of Section
      501(c)(9) of the IRC.

    
      
         

      

      
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    (4)    No
      “employee pension benefit plan” (as defined in Section 3(2) of ERISA) currently
      or formerly maintained by Community Trust, or any ERISA Affiliate thereof,
      is or
      was subject to Section 302 or Title IV of ERISA or to Section 412 of the
      IRC.  Neither Community Trust nor any of its ERISA Affiliates ever has
      contributed to any “multiemployer plan,” as defined in Section 3(37) of
      ERISA.  Neither Community Trust nor any ERISA Affiliate thereof ever
      has engaged in any transaction within the meaning of Sections 4069 or 4212(c)
      of
      ERISA.

     

    (5)    Each
      Community Trust Employee Plan that is an “employee pension benefit plan” and
      which is intended to be qualified under Section 401(a) of the IRC (an “Community
      Trust Qualified Plan”) is so qualified and is the subject of a favorable
      determination letter from the IRS (or is entitled to rely on a favorable IRS
      opinion letter on a pre-approved format).  All Community Trust
      Qualified Plans have been timely amended in good faith, as appropriate, so
      as to
      extend any applicable remedial amendment period under Revenue Procedure
      2005-66.  There are no facts or circumstances that may adversely
      affect the qualification of any Community Trust Qualified Plan.

     

    (6)    Neither
      Community Trust nor any of its ERISA Affiliates has any obligation for
      post-retirement or post-employment welfare benefits under any Community Trust
      Employee Plan, except for coverage required by Part 6 of Title I of ERISA or
      Section 4980B of the IRC, or similar state laws, the cost of which is borne
      by
      the insured individuals.

     

    (7)    All
      nonqualified deferred compensation plans (within the meaning of Section 409A
      of
      the IRC) have been administered in good-faith compliance with Section 409A
      of
      the IRC.

     

    (r)    Fees.  Neither
      Community Trust nor any of its Subsidiaries, nor any of their respective
      officers, directors, employees or agents, has employed any broker or finder
      or
      incurred any liability for any financial advisory fees, brokerage fees,
      commissions or finder’s fees, and no broker or finder has (i) acted in any
      manner sufficient to give such Person any rights to any valid claim for any
      advisory fees, brokerage fees, commissions, finder’s fees or similar payments
      for services in connection with the transactions contemplated by this Agreement,
      or (ii) acted directly or indirectly for Community Trust or any of its
      Subsidiaries in connection with this Agreement or the transactions contemplated
      hereby.

     

    (s)    Environmental
      Matters.

     

    (1)    Each
      of Community Trust and its Subsidiaries and, to the Knowledge of Community
      Trust, the Participation Facilities and the Loan Properties are, and have been,
      in substantial compliance with all Environmental Laws.

     

    (2)    There
      is no suit, claim, action, demand, executive or administrative order, directive,
      investigation or proceeding pending or, to the Knowledge of Community Trust,
      threatened, before any court, governmental agency or board or other forum
      against Community Trust or any of its Subsidiaries or any Participation Facility
      (A) for alleged noncompliance (including by any predecessor) with, or liability
      under, any Environmental Law or (B) relating to the presence of or release
      into
      the environment of any Hazardous Material, whether or not occurring at or on
      a
      site owned, leased or operated by Community Trust or any of its Subsidiaries
      or
      any Participation Facility.

     

    (3)    To
      the Knowledge of Community Trust, there is no suit, claim, action, demand,
      executive or administrative order, directive, investigation or proceeding
      pending or threatened before any court, governmental agency or board or other
      forum relating to or against any Loan Property (or Community Trust or any of
      its
      Subsidiaries in respect of such Loan Property) (A) relating to alleged
      noncompliance (including by any predecessor) with, or liability under, any
      Environmental Law or (B) relating to the presence of or release into the
      environment of any Hazardous Material, whether or not occurring at a Loan
      Property.

     

    (4)    Neither
      Community Trust nor any of its Subsidiaries has received any written notice,
      demand letter, executive or administrative order, directive or request for
      information from any Governmental Entity or any third party indicating that
      it
      may be in violation of, or liable under, any Environmental Law.

     

    (t)    Allowance
      for Loan Losses.  The allowance for loan losses reflected on
      Community Trust’s audited balance sheet at December 31, 2006 was, and the
      allowance for loan losses shown on the balance sheets in the Community Trust
      Regulatory Filings for periods ending after December 31, 2006, was or will
      be
      adequate to reflect the inherent and actual risks in the loans of Community
      Trust Bank, as of the dates thereof, under GAAP.  Community Trust has
      no Knowledge of any fact which is likely to require a future material increase
      in the provision for loan losses or a material decrease in the allowance for
      loan losses under GAAP.

     

    4.    Conduct
      Pending the Merger.  

     

    4.1    Forbearances
      by Eagle.  Except as expressly contemplated or permitted
      by this Agreement, and except to the extent required by law or regulation or
      any
      Governmental Entity, during the period from the date of this Agreement to the
      Effective Time, Eagle shall not, nor shall Eagle permit any of its Subsidiaries
      to, without the prior written consent of Community Trust:

     

    (a)    conduct
      its business other than in the regular, ordinary and usual course consistent
      with past practice; or take any action that would adversely affect or delay
      its
      ability to perform its obligations under this Agreement or to consummate the
      transactions contemplated hereby;

     

    (b)    (1) 
      incur, modify, extend or renegotiate any indebtedness for borrowed money, or
      assume, guarantee, endorse or otherwise as an accommodation become responsible
      for the obligations of any other individual, corporation or other entity, other
      than the creation of deposit liabilities, purchases of Federal Funds, borrowings
      from the Federal Home Loan Bank or the Federal Reserve Bank of Cleveland that
      mature within one year, issuances of letters of credit in the ordinary course
      of
      business consistent with past practice, entry into repurchase agreements fully
      secured by U.S. government agency securities, bankers acceptances, treasury
      tax
      and loan accounts established in the ordinary course of business consistent
      with
      past practice, and sales of certificates of deposit that mature within five
      years;

     

    (2)    purchase
      any brokered certificates of deposit; or

     

    (3)    prepay
      any indebtedness or other similar arrangements so as to incur any prepayment
      penalty thereunder;

     

    (c)    (1) 
      adjust, split, combine or reclassify any capital stock;

     

    (2)    make,
      declare or pay any dividend, or make any other distribution on its capital
      stock
      other than the quarterly dividend paid by Eagle in the ordinary course of
      business consistent with past practice; provided, however, that any such
      quarterly dividend shall not exceed $0.35 per share of Eagle Common
      Stock;

     

    (3)    grant
      any individual, corporation or other entity any right to acquire any shares
      of
      its capital stock;

     

    (4)    issue
      any additional shares of capital stock or any securities or obligations
      convertible or exercisable for any shares of its capital stock; or

     

    (5)    redeem,
      purchase or otherwise acquire or enter into any agreement or commitment to
      redeem, purchase or otherwise acquire, any Eagle Common Stock.

     

    (d)    sell,
      transfer, mortgage, encumber or otherwise dispose of any of its properties
      or
      assets to any individual, corporation or other entity other than a Subsidiary,
      or cancel, release or assign any indebtedness to any such Person or any claims
      held by any such Person, except in the ordinary course of business consistent
      with past practice or pursuant to contracts or agreements in force at the date
      of this Agreement;

    
      
         

      

      
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    (e)    except
      pursuant to contracts or agreements in force at the date of or permitted by
      this
      Agreement, make any equity investment, either by purchase of stock or
      securities, contributions to capital, property transfers (other than
      foreclosures in connection with satisfaction of loans in the ordinary course
      of
      Eagle Bank’s business), or purchase outside the ordinary course of business of
      any property or assets of any other individual, corporation or other
      entity;

    
       

    

    (f)    enter
      into, renew, amend or terminate any contract or agreement, or make any change
      in
      any of its leases or contracts, other than with respect to those involving
      aggregate payments of less than, or the provision of goods or services with
      a
      market value of less than, $20,000 per annum and other than contracts or
      agreements covered by Section 4.1(h);

     

    (g)    enter
      into or renew any contract or agreement with a stated term of more than one
      (1)
      year that cannot be terminated by Eagle or its Subsidiary, as the case may
      be,
      within thirty (30) days without payment or penalty;

     

    (h)    make,
      renegotiate, renew, increase, extend, modify or purchase any loan, lease (credit
      equivalent), advance, credit enhancement or other extension of credit, or make
      any commitment in respect of any of the foregoing, except (i) in conformity
      with Eagle’s customary lending practices, as they exist on the date of this
      Agreement, in amounts not to exceed an aggregate of $1,000,000, provided, that
      the foregoing does not apply to those customers set forth in Section 4.1(h)
      of
      Eagle’s Disclosure Letter and provided further, that such lending practices
      shall not be amended or modified prior to the Effective Time and provided
      further, that Community Trust’s consent to any actions contrary to the foregoing
      shall not be unreasonably withheld; or (ii) loans or advances as to which Eagle
      has a binding obligation to make such loans or advances as of the date
      hereof.  Notwithstanding the foregoing, if Community Trust fails to
      respond to Eagle’s request for approval within two (2) business days after
      receipt by Community Trust of such written request, such loan shall be deemed
      approved by Community Trust;

     

    (i)    except
      for loans or extensions of credit made on terms generally available to the
      public, make or increase any loan or other extension of credit, or commit to
      make or increase any such loan or extension of credit, to any director or
      executive officer of Eagle or Eagle Bank, or any entity controlled, directly
      or
      indirectly, by any of the foregoing;

                                      
      

                                      
      (j)                      
        (1)  increase
      in any manner the compensation or fringe benefits of any of its employees or
      directors, or pay any bonus, pension, retirement allowance or contribution
      not
      required by any existing plan or agreement to any such employees or directors
      except: (A) for normal increases in compensation or benefits in the ordinary
      and
      usual course of business consistent with past practice; (B) for changes required
      by applicable law; and (C) to satisfy contractual obligations existing as of
      the
      date hereof which have previously been disclosed to Community
      Trust;

     

    (2)    become
      a party to, amend or commit itself to any pension, retirement, profit-sharing
      or
      welfare benefit plan or agreement or employment agreement with or for the
      benefit of any employee or director;

     

    (3)    voluntarily
      accelerate the vesting of, or the lapsing of restrictions with respect to,
      any
      stock options or other stock-based compensation; or

     

    (4)    elect
      to any executive office any Person who is not a member of its executive officer
      team as of the date of this Agreement or elect to its Board of Directors any
      Person who is not a member of its Board of Directors as of the date of this
      Agreement, or hire any employee with annual compensation in excess of
      $50,000;

     

    (k)    settle
      any claim, action or proceeding involving payment by it of money damages in
      excess of $25,000, admit to any material liability or violation of law, or
      impose any material restriction on its operations or the operations of any
      of
      its Subsidiaries;

     

    (l)    amend
      its articles of incorporation or bylaws, or similar governing
      documents;

     

    (m)    restructure
      or materially change its investment securities portfolio or its interest rate
      risk position, through purchases, sales or otherwise, or the manner in which
      the
      portfolio is classified or reported;

     

    (n)    make
      any investment in any debt security, including mortgage-backed and
      mortgage-related securities, other than U.S. government and U.S. government
      agency securities with final maturities not greater than one year;

     

    (o)    make
      any single capital expenditure in excess of $10,000 or any series of related
      capital expenditures in excess of $20,000 other than pursuant to binding
      commitments existing on the date hereof and other than expenditures necessary
      to
      maintain existing assets in good repair or to make payment of necessary Taxes
      or
      other obligations due and owing;

     

    (p)    establish
      or commit to the establishment of any new branch or other office facilities
      or
      file any application to relocate or terminate the operation of any banking
      office;

     

    (q)    take
      any action that is intended or expected to result in any of its representations
      and warranties set forth in this Agreement being or becoming untrue in any
      material respect at any time prior to the Effective Time such that the
      conditions specified in Section 6.2(a)
      cannot be satisfied, or in any of the conditions to the Merger set forth in
      Article VI not being satisfied or in a violation of any provision of this
      Agreement;

     

    (r)    implement
      or adopt any change in its accounting principles, practices or methods, other
      than as may be required by GAAP or regulatory guidelines;

     

    (s)    knowingly
      take any action that would prevent or impede the Merger from qualifying as
      a
      reorganization within the meaning of Section 368 of the IRC; or

     

    (t)    agree
      to take, make any commitment to take, or adopt any resolutions of its Board
      of
      Directors in support of, any of the actions prohibited by this Section
4.1.

     

    Any
      request by Eagle or response thereto by Community Trust shall be made in
      accordance with the notice provisions of Section 8.8
      and shall note that it is a request pursuant to this Section 4.1.  Until
      the Effective Time, Eagle shall, to the maximum extent permitted by law, provide
      Community Trust with copies of all reports prepared by or for the Board of
      Directors or management of Eagle or Eagle Bank regarding Eagle Bank’s
      operations, including loan administration, loan collection and recovery efforts,
      asset and liability management and the establishing of interest rates in
      connection therewith, and changes in deposits maintained with Eagle
      Bank.  Eagle shall also provide Community Trust with such other
      reports as may be reasonably requested by Community Trust from time to
      time.

     

    4.2    Forbearances
      by Community Trust.  Except as expressly contemplated or
      permitted by this Agreement, and except to the extent required by law or
      regulation or any Governmental Entity, during the period from the date of this
      Agreement to the Effective Time (except as provided in Section 4.2(g) below),
      Community Trust shall not, nor shall Community Trust permit any of its
      Subsidiaries to, without the prior written consent of Eagle:

     

    (a)    take
      any action that would adversely affect or delay its ability to perform its
      obligations under this Agreement or to consummate the transactions contemplated
      hereby;

     

    (b)    take
      any action that is intended to or expected to result in any of its
      representations and warranties set forth in this Agreement being or becoming
      untrue in any material respect at any time prior to the Effective Time such
      that
      the conditions specified in Section 6.3(a)
      cannot be satisfied, or in any of the conditions to the Merger set forth in
      Article VI not being satisfied or in a violation of any provision of this
      Agreement;

     

    (c)    knowingly
      take any action that would prevent or impede the Merger from qualifying as
      a
      reorganization within the meaning of Section 368 of the IRC;

     

    (d)    agree
      to take, make any commitment to take, or adopt any resolutions of its Board
      of
      Directors in support of, any of the actions prohibited by this Section 4.2;

    
      
         

      

      
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    (e)    declare,
      set aside, make or pay any extraordinary or special dividends on Community
      Trust
      Common Stock or make any other extraordinary or special distributions in respect
      of any of its capital stock other than dividends from any Subsidiary to its
      parent unless an appropriate and proportionate adjustment is made to the Merger
      Consideration; or

    
       

    

    (f)    amend
      the articles of incorporation or code of regulations of Community Trust, the
      articles of association or bylaws of Community Trust Bank, or the articles
      of
      incorporation, code of regulations or similar governing instruments of any
      of
      the Community Trust Subsidiaries in a manner that would cause a Material Adverse
      Effect to Community Trust or any of its Subsidiaries.

     

    (g)    from
      and after September 1, 2007 until the Closing (or the earlier termination of
      this Agreement as provided herein), purchase any issued and outstanding
      Community Trust Common Stock, except by Community Trust’s employee stock
      ownership plan in the ordinary course of business.

     

    


     

    5.    Covenants.  

     

    5.1    Acquisition
      Proposals.  

     

    (a)    Except
      as permitted by this Agreement, neither Eagle, its Subsidiaries nor the officers
      and directors of Eagle or any of its Subsidiaries shall, and Eagle shall use
      all
      commercially reasonable efforts to cause its employees and agents, including
      any
      investment banker, financial advisor, attorney, accountant or other
      representative retained by Eagle or any of its Subsidiaries, not to, directly
      or
      indirectly, (i) solicit, initiate or encourage (including by way of furnishing
      non-public information), or take any other action to facilitate, any inquiries,
      discussions or the making of any proposal that constitutes or could reasonably
      be expected to lead to an Acquisition Proposal, (ii) participate in any
      discussions or negotiations, or otherwise communicate in any way with any Person
      (other than Community Trust), regarding an Acquisition Proposal or (iii) enter
      into or consummate any agreement requiring it to abandon, terminate or fail
      to
      consummate the transactions contemplated hereby.  Notwithstanding the
      foregoing, Eagle may, in response to an Acquisition Proposal that reasonably
      is
      expected to result in a Superior Proposal that has not been withdrawn and that
      did not otherwise result from a breach of this Section 5.1,
      (x) furnish non-public information with respect to Eagle to the Person who
      made
      such Acquisition Proposal pursuant to a confidentiality agreement on terms
      no
      more favorable to such Person than the Confidentiality Agreements and (y)
      participate in discussions or negotiations with such Person regarding such
      Acquisition Proposal, if and so long as Eagle’s Board of Directors determines in
      good faith, after consultation with and based upon the written advice of its
      outside legal counsel, that such action is required in order for the Board
      of
      Directors to comply with its fiduciary duties under applicable law.

     

    (b)    Eagle
      will notify Community Trust immediately orally (within one day) and in writing
      (within three days) of any Acquisition Proposal, any request for non-public
      information that could reasonably be expected to lead to an Acquisition
      Proposal, or any inquiry with respect to or that could reasonably be expected
      to
      lead to an Acquisition Proposal, including, in each case, the identity of the
      Person making such Acquisition Proposal, request or inquiry and the terms and
      conditions thereof. Eagle will keep Community Trust informed of any developments
      with respect to any such Acquisition Proposal, request or inquiry immediately
      upon the occurrence thereof.  The duties of Eagle under this
Section 5.1(b) shall be in addition to, and not in lieu of, the duties
      imposed on Eagle by Section 8.1.

     

    (c)    Eagle
      will immediately cease and cause to be terminated any existing activities,
      discussions or negotiations with any parties conducted heretofore that relate
      to
      any Acquisition Proposal. Eagle will take the necessary steps to inform the
      appropriate individuals or entities referred to in the first sentence of
Section 5.1(a)
      of the obligations undertaken in this Section 5.1.  Eagle
      will promptly request each Person (other than Community Trust) that has executed
      a confidentiality agreement prior to the date hereof in connection with its
      consideration of a business combination with Eagle or any of its Subsidiaries
      to
      return or destroy all confidential information previously furnished to such
      Person by or on behalf of Eagle or any of its Subsidiaries. Eagle shall not
      release any third party from, or waive any provisions of, any confidentiality
      agreements or standstill agreements to which it or any of its Subsidiaries
      is a
      party.

     

    5.2    Access
      and
      Information.  

     

    (a)    Upon
      reasonable notice, Eagle shall (and shall cause Eagle’s Subsidiaries to) afford
      Community Trust and its representatives (including, without limitation,
      directors, officers and employees of Community Trust and its affiliates and
      counsel, accountants and other professionals, agents and representatives
      retained by Community Trust) such reasonable access during normal business
      hours
      throughout the period prior to the Effective Time to the books, records
      (including, without limitation, tax returns and work papers of independent
      auditors), contracts, properties, personnel and to such other information
      relating to Eagle and Eagle’s Subsidiaries as Community Trust may reasonably
      request.  Upon reasonable notice, Community Trust shall (and shall
      cause Community Trust’s Subsidiaries to) afford Eagle and its representatives
      (including, without limitation, directors, officers and employees of Eagle
      and
      its affiliates and counsel, accountants and other professionals retained by
      Eagle) such reasonable access during normal business hours throughout the period
      prior to the Effective Time to the executive officers of Community Trust and
      to
      such information regarding Community Trust and its Subsidiaries as Eagle may
      reasonably request.  No investigation by any party pursuant to this
Section 5.2
      shall affect or be deemed to modify any representation or warranty made by
      the
      other party in this Agreement.

     

    (b)    From
      the date hereof until the Effective Time, Eagle shall, and shall cause Eagle’s
      Subsidiaries to, promptly provide Community Trust with (i) a copy of each report
      filed with federal or state banking regulators, (ii) a copy of each periodic
      report to its senior management and all materials relating to its business
      or
      operations furnished to its Board of Directors, (iii) a copy of each press
      release made available to the public and (iv) all other information concerning
      its business, properties and personnel as Community Trust may reasonably
      request.  Notwithstanding the foregoing, neither Eagle nor its
      Subsidiaries shall be required to provide access to or to disclose information
      where such access or disclosure would violate the rights of such entity’s
      customers, jeopardize the attorney-client privilege of the entity in possession
      or control of such information, or contravene any law, rule, regulation, order,
      judgment, decree or binding agreement entered into prior to the date of this
      Agreement.  The parties hereto will make appropriate substitute
      disclosure arrangements under circumstances in which the restrictions of the
      previous sentence apply.

     

    (c)    Community
      Trust and Eagle hereby acknowledge that they are parties to and bound by those
      certain confidentiality agreements dated May 3, 2007 and May 11, 2007
      (collectively, the “Confidentiality Agreements”), and agree that each of the
      Confidentiality Agreements shall survive the Closing and remain in full force
      and effect in accordance with their respective terms.  

     

    (d)    From
      and after the date hereof, representatives of Community Trust and Eagle shall
      meet on a regular basis to discuss and plan for the conversion of Eagle’s and
      its Subsidiaries’ data processing and related electronic informational systems
      to those used by Community Trust and its Subsidiaries with the goal of
      conducting such conversion simultaneously with the consummation of the Bank
      Merger.

     

    (e)    From
      and after the date hereof, Eagle shall permit Community Trust’s executive
      officers to meet with the financial officers of Eagle and its Subsidiaries,
      including officers responsible for the financial statements, internal controls
      and disclosure procedures of Eagle and its Subsidiaries, to discuss such matters
      as Community Trust may deem reasonably necessary or appropriate for Community
      Trust to satisfy its obligations under the Sarbanes-Oxley Act of
      2002.

     

    (f)    Each
      of Eagle and its Subsidiaries shall use commercially reasonable efforts to
      preserve the possession and control of all of its assets, to preserve the
      goodwill of its customers and others with whom it has business relations, and
      to
      do nothing knowingly to impair its ability to keep and preserve its businesses
      existing on the date of this Agreement.  Without in any way limiting
      the foregoing, each of Eagle and its Subsidiaries shall use commercially
      reasonable efforts, and shall cause its employees, agents and representatives
      to
      use their commercially reasonable efforts, to preserve, safeguard and maintain
      for the benefit of Eagle and its Subsidiaries the confidentiality of all
      customer lists, records and other information not generally known to the public
      relating to customers, business or operations of Eagle or its
      Subsidiaries.  In addition, neither Eagle nor any of its Subsidiaries
      shall, without first consulting with Community Trust, make any significant
      investment decisions, including, without limitation, engaging in any interest
      rate swaps, futures or options transactions, or purchases or sales of any
      marketable securities other than overnight Federal Reserve funds, Federal
      Reserve funds from correspondent banks, short-term U.S. Treasury securities
      or
      short-term securities of U.S. government agencies.  Eagle shall cause
      Eagle Bank to continue to manage and monitor its loan and investment portfolio
      in a manner consistent with sound lending and investment practices outlined
      by
      applicable regulations.  Eagle shall also deliver to Community Trust
      not less than monthly a list of all of Eagle Bank’s new loans or increases in
      existing loans to customers setting forth the amount of such loans, the
      collateral securing such loans, and any other matters or information concerning
      such loans as Community Trust shall reasonably
      request.  Notwithstanding any other provision of this Agreement,
      neither Eagle nor any of its Subsidiaries shall enter into any agreements or
      modifications of existing agreements with data processing or similar service
      providers without the prior written consent of Community Trust.

    
      
         

      

      
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    5.3    Applications;
      Consents.  

     

    (a)    The
      parties hereto and their Subsidiaries shall cooperate with each other and shall
      use their commercially reasonable efforts to prepare and file as soon as
      practicable after the date hereof all necessary applications, notices and
      filings to obtain all permits, consents, approvals and authorizations of all
      Governmental Entities that are necessary or advisable to consummate the
      transactions contemplated by this Agreement, including the Plan of Bank
      Merger.  Eagle and Community Trust shall furnish each other with all
      information concerning themselves, their respective Subsidiaries, and their
      and
      their respective Subsidiaries’ directors, officers and shareholders and such
      other matters as may be reasonably necessary or advisable in connection with
      any
      application, notice or filing made by or on behalf of Community Trust, Eagle
      or
      any of their respective Subsidiaries to any Governmental Entity in connection
      with the transactions contemplated by this Agreement, including the Plan of
      Bank
      Merger.  Community Trust and Eagle shall have the right to review in
      advance, and to the extent practicable each will consult with the other on,
      all
      the information relating to Community Trust and Eagle, as the case may be,
      and
      any of their respective Subsidiaries, that appears in any filing made with,
      or
      written materials submitted to, any Governmental Entity pursuant to this
Section 5.3(a).

     

    (b)    As
      soon as practicable after the date hereof, each of the parties hereto shall,
      and
      they shall cause their respective Subsidiaries to, use its commercially
      reasonable efforts to obtain any consent, authorization or approval of any
      third
      party that is required to be obtained in connection with the transactions
      contemplated by this Agreement and the Plan of Bank Merger.

     

    5.4    Antitakeover
      Provisions.  Each party and its Subsidiaries shall take
      all steps required by any relevant federal or state law or regulation or under
      any relevant agreement or other document to exempt or continue to exempt
      Community Trust, Community Trust Bank, the Agreement, the Plan of Bank Merger,
      the Merger and the Bank Merger from any provisions of an antitakeover nature
      in
      their respective articles of incorporation and bylaws, or similar organizational
      documents, and the provisions of any federal or state antitakeover
      laws.

     

    5.5    Additional
      Agreements.  Subject to the terms and conditions herein
      provided, each of the parties hereto agrees to use all commercially reasonable
      efforts to take promptly, or cause to be taken promptly, all actions and to
      do
      promptly, or cause to be done promptly, all things necessary, proper or
      advisable under applicable laws and regulations to consummate and make effective
      the transactions contemplated by this Agreement, including the Bank Merger,
      as
      expeditiously as possible, including using all commercially reasonable efforts
      to obtain all necessary actions or non-actions, extensions, waivers, consents
      and approvals from all applicable Governmental Entities, effecting all necessary
      registrations, applications and filings (including, without limitation, filings
      under any applicable state securities laws) and obtaining any required
      contractual consents and regulatory approvals.

     

    5.6    Publicity.  The
      initial press release announcing this Agreement shall be a joint press release
      and thereafter Eagle and Community Trust shall consult with each other prior
      to
      issuing any press releases or otherwise making public statements solely with
      respect to the Merger and any other transaction contemplated hereby;
provided, however, that nothing in this Section 5.6
      shall be deemed to prohibit any party from making any disclosure which its
      counsel deems necessary in order to satisfy such party’s disclosure obligations
      in a timely fashion imposed by law.

     

    5.7    Shareholders’
      Meeting.  Promptly after the Registration Statement is
      declared effective under the Securities Act, Eagle will submit to its
      shareholders this Agreement and any other matters required to be approved or
      adopted by shareholders in order to carry out the intentions of this
      Agreement.  In furtherance of that obligation, Eagle will promptly
      take, in accordance with applicable law and its articles of incorporation and
      bylaws, all action necessary to call, give notice of, convene and hold a meeting
      of its shareholders (the “Shareholder Meeting”) as promptly as practicable for
      the purpose of considering and voting on approval and adoption of this Agreement
      and the transactions provided for in this Agreement.  Except as
      provided in this Agreement or required by law, (i) Eagle’s Board of Directors
      shall recommend to Eagle’s shareholders approval of this Agreement, (ii) the
      Proxy Statement-Prospectus shall include a statement to the effect that Eagle’s
      Board of Directors has recommended that Eagle’s shareholders vote in favor of
      the approval of this Agreement and (iii) neither Eagle’s Board of Directors nor
      any committee thereof shall withdraw, amend or modify, or propose or resolve
      to
      withdraw, amend or modify in a manner adverse to Community Trust, the
      recommendation of Eagle’s Board of Directors that Eagle’s shareholders vote in
      favor of approval of this Agreement or make any statement in connection with
      the
      Shareholder Meeting inconsistent with such recommendation.

     

    5.8    Registration
      of Community
      Trust Common Stock.  As
      promptly as
      reasonably practicable following the date hereof, Community Trust shall prepare
      and file with the SEC a registration statement on Form S-4 with respect to
      the
      issuance of Community Trust Common Stock in the Merger (such Form S-4, and
      any
      amendments or supplements thereto, the “Registration Statement”). The
      Registration Statement shall contain proxy materials relating to the matters
      to
      be submitted to the Eagle shareholders at the Shareholder Meeting, which shall
      also constitute the prospectus relating to the shares of Community Trust Common
      Stock to be issued in the Merger (such proxy statement/prospectus, and any
      amendments or supplements thereto, the “Proxy
      Statement-Prospectus”).  Eagle will furnish to Community Trust the
      information required to be included in the Registration Statement with respect
      to its business and affairs and shall have the right to review and consult
      with
      Community Trust with respect to the Registration Statement prior to its being
      filed with the SEC.  Community Trust shall use commercially reasonable
      efforts to have the Registration Statement declared effective by the SEC and
      to
      keep the Registration Statement effective as long as is necessary to consummate
      the Merger and the transactions contemplated hereby.  Community Trust
      also agrees to use all commercially reasonable efforts to comply with all
      necessary state securities or “Blue Sky” laws required to carry out the
      transactions contemplated by this Agreement.  Eagle will use
      commercially reasonable efforts to cause the Proxy Statement-Prospectus to
      be
      mailed to Eagle’s shareholders promptly after the Registration Statement is
      declared effective under the Securities Act. Community Trust will advise Eagle,
      promptly after it receives notice thereof, of the time when the Registration
      Statement has become effective, the issuance of any stop order, the suspension
      of the qualification of the Community Trust Common Stock issuable in connection
      with the Merger for offering or sale in any jurisdiction, or any request by
      the
      SEC for amendment of the Proxy Statement-Prospectus or the Registration
      Statement.  If at any time prior to the Effective Time any information
      relating to Community Trust or Eagle, or any of their respective affiliates,
      officers or directors, should be discovered by Community Trust or Eagle which
      should be set forth in an amendment or supplement to any of the Registration
      Statement or the Proxy Statement-Prospectus so that any of such documents would
      not include any misstatement of a material fact or omit to state any material
      fact necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading, the party which discovers such
      information shall promptly notify the other party hereto and, to the extent
      required by law, rules or regulations, an appropriate amendment or supplement
      describing such information shall be promptly filed by Community Trust with
      the
      SEC and disseminated by Eagle to the shareholders of
      Eagle.  Notwithstanding the foregoing, prior to filing the
      Registration Statement (or any amendment or supplement thereto), filing or
      mailing the Proxy Statement-Prospectus (or any amendment or supplement thereto),
      or responding to any comments of the SEC with respect thereto, Community Trust
      shall: (i) provide Eagle with a reasonable opportunity to review and comment
      on
      such document or response, and (ii) include in such document or response all
      comments reasonably proposed by Eagle.

     

    5.9    Affiliate
      Letters.  Eagle shall use commercially reasonable
      efforts to cause each director, executive officer and other Person who is an
      “affiliate” of Eagle under Rule 145 of the Securities Act to deliver to
      Community Trust as soon as practicable and prior to the mailing of the Proxy
      Statement-Prospectus executed letter agreements, each substantially in the
      form
      attached hereto as Exhibit C, providing that such Person will comply with
      Rule 145.

     

    5.10    Notification
      of Certain Matters.  Each party shall give prompt notice
      to the other of:  (i) any event or notice of, or other communication
      relating to, a default or event that, with notice or lapse of time or both,
      would become a default, received by it or any of its Subsidiaries subsequent
      to
      the date of this Agreement and prior to the Effective Time, under any contract
      material to the financial condition, properties, businesses or results of
      operations of such party and its Subsidiaries taken as a whole to which such
      party or any Subsidiary is a party or is subject; and (ii) any event, condition,
      change or occurrence which individually or in the aggregate has, or which,
      so
      far as reasonably can be foreseen at the time of its occurrence, is reasonably
      likely to result in a Material Adverse Effect.  Each of Eagle and
      Community Trust shall give prompt notice to the other party of any notice or
      other communication from any third party alleging that the consent of such
      third
      party is or may be required in connection with any of the transactions
      contemplated by this Agreement.

     

    5.11    Employee
      Benefits Matters.

     

    (a)    Subject
      to determination of its staffing needs, Community Trust desires to retain
      certain of the employees of Eagle Bank following the Effective
      Time.  All Persons who are employees of Eagle Bank immediately prior
      to the Effective Time (including any employees of Eagle Bank on vacation, leave
      of absence or disability) and whose employment is not specifically terminated
      at
      or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective
      Time, become employees of Community Trust Bank; provided, however, that in
      no
      event shall any of Eagle Bank’s employees be officers of Community Trust Bank,
      or have or exercise any power or duty conferred upon such an officer, unless
      and
      until duly elected or appointed to such position in accordance with the bylaws
      of Community Trust Bank.  At and following the Effective Time,
      Community Trust shall cause Community Trust Bank to honor the obligations of
      Eagle Bank as of the Effective Time under the provisions of those employment
      agreements of executive officers of Eagle Bank listed on Eagle’s Disclosure
      Letter under Section 3.2(o); provided, however, that this provision shall not
      prevent Community Trust Bank from amending, suspending or terminating any such
      agreements to the extent permitted by the respective terms of such agreements;
      and provided further, however, that no contractual right to employment shall
      inure to any Continuing Employee by virtue of this Agreement.  Any
      continuation of employment of the Continuing Employees shall be on such terms
      and conditions as Community Trust Bank in its sole discretion determines to
      be
      appropriate, and without guarantee that any such Continuing Employee shall
      receive an offer of employment for the same or similar position that he or
      she
      currently holds, or for the wages and benefits that he or she currently
      receives.  It is understood and agreed that, except with respect to
      Persons working pursuant to employment agreements listed under Section 3.2(o)
      of
      Eagle’s Disclosure Letter, any continued employment by a Continuing Employee is
“at will” and may be terminated by Community Trust Bank at any time and for any
      reason (subject to any written commitments to the contrary made by Community
      Trust Bank to such Continuing Employee, and to any applicable
      laws).  Nothing in this Agreement shall be deemed to prevent or
      restrict in any way the right of Community Trust Bank, after the Effective
      Time,
      to terminate, re-assign, promote or demote any of the Continuing Employees
      after
      the Effective Time or to change adversely the title, powers, duties,
      responsibilities, functions, locations, salaries, other compensation or terms
      or
      conditions of employment of any such Continuing Employees.

    
      
         

      

      
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    (b)    As
      of the Effective Time, Community Trust shall make available employer-provided
      health and other employee welfare benefit plans to each Continuing Employee
      on
      the same basis as it provides such coverage to new employees of Community
      Trust.  With respect to any “M&A qualified beneficiary” of Eagle
      Bank within the meaning of Treas. Reg. § 4980B-9 Q&A 4, continuation
      coverage under COBRA shall be furnished under a group health plan sponsored
      by
      Community Trust.

    
       

    

    (c)    As
      of the Effective Time, each Continuing Employee shall be eligible to participate
      in Community Trust’s 401(k) plan and employee stock ownership plan with full
      credit for prior service with Eagle for purposes of eligibility and
      vesting.  Community Trust, after reviewing Eagle’s 401(k) plan and
      accompanying disclosures, within a reasonable time after such review, reserves
      the right to require Eagle to terminate the Eagle 401(k) plan (and to file
      for a
      determination letter from the IRS on such termination) prior to the Effective
      Time.  If, after reviewing Eagle’s 401(k) plan and accompanying
      disclosures, Community Trust does not exercise such right to require
      termination, Community Trust shall cause the Eagle 401(k) plan to be merged
      into
      the Community Trust 401(k) plan as soon as administratively practicable after
      the Effective Time.

     

    (d)    Except
      as otherwise provided in Eagle’s Disclosure Letter, each full-time Eagle
      employee who is terminated or given notice of termination at the Effective
      Time
      shall receive a severance payment equal to four (4) weeks of regular salary,
      plus one week of regular salary for every year of employment with Eagle, which
      shall be payable as a lump sum after withholding all applicable federal, state
      and local taxes.  Such terminated Eagle employees also shall be
      entitled to any accrued, unused vacation.  With respect to any such
      Eagle employees who elect continuation coverage under COBRA, Community Trust
      shall pay any COBRA premiums for the first three (3) months of such continuation
      coverage.  Such terminated Eagle employees also shall be entitled to
      free employee checking from Community Trust Bank for six (6)
      months.

     

    (e)    Eagle
      may make a bonus or other incentive payment to Eagle employees, prior to the
      Effective Time, provided that such bonus or incentive payments shall be paid
      only in accordance with Eagle’s incentive schedule for 2007, which schedule has
      been provided to Community Trust prior to the date of this
      Agreement.  Eagle agrees not to make any discretionary employer
      non-elective contribution to the Eagle 401(k) plan attributable to the current
      plan year.

     

    5.12    Indemnification.  

     

    (a)    From
      and after the Effective Time through the sixth anniversary of the Effective
      Time, Community Trust agrees to indemnify and hold harmless each present and
      former director of Eagle or such director’s estate, as applicable (each, an
“Indemnified Party”), against any costs or expenses (including reasonable
      attorneys’ fees), judgments, fines, amounts paid in settlement, losses, claims,
      damages or liabilities (collectively “Liabilities”) incurred in connection with
      any claim, action, suit, proceeding or investigation (except for any Liabilities
      incurred as a result of an Indemnified Party’s willful misconduct or gross
      negligence), whether civil, administrative or investigative, arising out of
      matters existing or occurring at or prior to the Effective Time (including
      the
      transactions contemplated by this Agreement), whether asserted or claimed prior
      to, at or after the Effective Time, as they are from time to time incurred,
      in
      each case to the fullest extent such Person would have been indemnified or
      have
      the right to advancement of expenses pursuant to the articles of incorporation
      and bylaws of Eagle and its Subsidiaries, as applicable, as in effect on the
      date of this Agreement and to the fullest extent permitted by law, including
      without limitation, the FDIC and Federal Reserve rules and
      regulations.

     

    (b)    Any
      Indemnified Party wishing to claim indemnification under Section 5.12(a),
      upon learning of any such claim, action, suit, proceeding or investigation,
      shall promptly notify Community Trust thereof, but the failure to so notify
      shall not relieve Community Trust of any liability it may have hereunder to
      such
      Indemnified Party if such failure does not materially and substantially
      prejudice Community Trust.

     

    (c)    Prior
      to the
      Closing, Community Trust shall use its best efforts to purchase a three (3)
      year
“tail” policy of directors’ and officers’ liability insurance for the benefit of
      the present and former officers and directors of Eagle (“D&O Tail
      Coverage”); provided; however, that in the event Community Trust is not
      able to purchase such D&O Tail Coverage prior to the Closing, Community
      Trust shall continue Eagle’s existing directors’ and officers’ liability
      insurance policy until January 1, 2010 (the termination date of such existing
      policy), in accordance with the provisions of paragraph six (6) of the coverage
      revision endorsement.

     

    (d)    The
      parties hereto and their Subsidiaries shall cooperate with each other and shall
      use their commercially reasonable efforts to promptly take all actions and
      do
      all things necessary, proper or advisable to make effective the provisions
      of
Section 5.12(c) above

     

    (e)    In
      the event Community Trust or any of its successors or assigns (i) consolidates
      with or merges into any other Person or entity and shall not be the continuing
      or surviving corporation or entity of such consolidation or merger or (ii)
      transfers or conveys all or substantially all of its properties and assets
      to
      any Person or entity, then, and in each such case, to the extent necessary,
      proper provision shall be made so that the successors and assigns of Community
      Trust assume the obligations set forth in this Section 5.12.

     

    (f)    The
      provisions of this Section 5.12shall
      survive the Effective Time and are intended to be for the
      benefit of, and shall be enforceable by, each Indemnified Party and his or
      her
      heir and representatives.

     

    5.13    Advisory
      Board.  Following the Effective Time, Community Trust
      shall maintain an advisory board for the purpose of advising Community Trust
      on
      the operations of the market previously served by Eagle Bank.  Each of
      the directors of Eagle as of the Effective Time shall be invited to serve on
      the
      advisory board, provided that Community Trust shall have the right to appoint
      additional individuals from time to time in its sole discretion.  All
      such individuals serving on the advisory board shall be subject to Community
      Trust’s board retirement policy, provided that any director of Eagle who exceeds
      the retirement age under such policy as of the date of this Agreement shall
      be
      excepted from such policy.  Each advisory director shall be paid
      $200.00 per quarter.

     

    5.14    Exchange
      Listing.  Community Trust will use all commercially
      reasonable efforts to cause the Community Trust Common Stock to be issued in
      the
      Merger to be approved for listing on NASDAQ, subject to official notice of
      issuance, as promptly as practicable, and in any event before the Effective
      Time.  

     

    6.    Conditions
      to Consummation.  

     

    6.1    Conditions
      to Each Party’s Obligations.  The respective obligations
      of each party to effect the Merger shall be subject to the satisfaction of
      the
      following conditions:

     

    (a)    Shareholder
      Approval.  This Agreement shall have been approved by the
      requisite vote of Eagle’s shareholders in accordance with applicable laws and
      regulations.

     

    (b)    Regulatory
      Approvals.  All approvals, consents or waivers of any
      Governmental Entity required to permit consummation of the transactions
      contemplated by this Agreement, including the Bank Merger, shall have been
      obtained and shall remain in full force and effect, and all statutory waiting
      periods shall have expired; provided, however, that none of such
      approvals, consents or waivers shall contain any condition or requirement that
      would so materially and adversely impact the economic or business benefits
      to
      Community Trust of the transactions contemplated hereby that, had such condition
      or requirement been known, Community Trust would not, in its reasonable
      judgment, have entered into this Agreement.

     

    (c)    No
      Injunctions or Restraints; Illegality.  No party hereto shall be
      subject to any order, decree or injunction of a court or agency of competent
      jurisdiction that enjoins or prohibits the consummation of the Merger or the
      Bank Merger and no Governmental Entity shall have instituted any proceeding
      for
      the purpose of enjoining or prohibiting the consummation of the Merger or the
      Bank Merger or any transactions contemplated by this Agreement.  No
      statute, rule or regulation shall have been enacted, entered, promulgated or
      enforced by any Governmental Entity which prohibits or makes illegal
      consummation of the Merger or the Bank Merger.

     

    (d)    Registration
      Statement; Blue Sky Laws.  The Registration Statement shall have
      been declared effective by the SEC and no proceedings shall be pending or
      threatened by the SEC to suspend the effectiveness of the Registration
      Statement, and Community Trust shall have received any required approvals by
      applicable state securities or “blue sky” authorities with respect to the
      transactions contemplated by this Agreement.

     

    (e)    Third
      Party Consents.  Community Trust and Eagle shall have obtained
      the consent or approval of each Person (other than the governmental approvals
      or
      consents referred to in Section 6.1(b))
      whose consent or approval shall be required to consummate the transactions
      contemplated by this Agreement, including the Bank Merger, except those for
      which failure to obtain such consents and approvals would not, individually
      or
      in the aggregate, have a Material Adverse Effect on Community Trust (after
      giving effect to the consummation of the transactions contemplated
      hereby).

    
      
         

      

      
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    (f)    Tax
      Opinions.  Community Trust and Eagle shall have received opinions
      of Greenebaum Doll & McDonald PLLC, dated as of the Closing Date, in form
      and substance reasonably satisfactory to Eagle and Community Trust, as the
      case
      may be, substantially to the effect that on the basis of the facts,
      representations and assumptions set forth in such opinions which are consistent
      with the state of facts existing at the Effective Time, (i) the Merger will
      be
      treated for Federal income tax purposes as a reorganization within the meaning
      of section 368(a) of the IRC, (ii) Community Trust and Eagle will each be a
      party to that reorganization within the meaning of section 368(b) of the IRC
      and
      (iii) except to the extent of any cash received in lieu of a fractional share
      interest in Community Trust Common Stock, and the Cash Consideration, no gain
      or
      loss will be recognized by the shareholders of Eagle with respect to the
      Merger.  Such opinions may be based on, in addition to the review of
      such matters of fact and law as counsel considers appropriate, representations
      contained in certificates of officers of Community Trust, Eagle and
      others.

     

    (g)    Continuity
      of Interest.  The total value of the shares of Community Trust
      Common Stock issued in the Merger, based upon the closing sales price of the
      Community Trust Common Stock as reported on the NASDAQ Global Select Market
      (excluding sales prices of Community Trust Common Stock during extended-hours
      trading) on the day immediately preceding the Effective Time (the “Continuity of
      Interest Date”), shall be not less than 45% of the total Merger Consideration
      issued in the Merger (the “Continuity of Interest Test”).  In the
      event the Continuity of Interest Test would not otherwise be satisfied,
      Community Trust may issue additional shares of Community Trust Common Stock
      sufficient to satisfy the Continuity of Interest Test and must immediately
      notify Eagle of such issuance on the Continuity of Interest Date.  Any
      such additional shares of Community Trust Common Stock shall be considered
      part
      of the Merger Consideration and shall be valued based upon the closing sales
      price of the Community Trust Common Stock on the Continuity of Interest
      Date.

     

    (h)    Rating;
      Capitalization.  As of the Effective Time, Community Trust and
      Community Trust Bank will be “well-capitalized” under applicable regulatory
      definitions and Community Trust Bank’s examination rating under the CRA will be
“satisfactory” or better.

     

    6.2    Conditions
      to the Obligations of Community Trust.  The obligations
      of Community Trust to effect the Merger shall be further subject to the
      satisfaction of the following additional conditions, any one or more of which
      may be waived by Community Trust:

     

    (a)    Eagle’s
      Representations and Warranties.  The representations and
      warranties of Eagle set forth in this Agreement that are qualified as to
      materiality shall be true and correct, and the representations and warranties
      of
      Eagle set forth in this Agreement that are not so qualified shall be true and
      correct in all material respects, in each case as of the date of this Agreement,
      and as of the Closing Date as though made on and as of the Closing Date, except
      to the extent such representation or warranty expressly relates to an earlier
      date (in which case as of such date).

     

    (b)    Performance
      of Eagle’s Obligations.  Eagle shall have performed in all
      material respects all obligations required to be performed by it under this
      Agreement at or prior to the Effective Time.

     

    (c)    Officers’
      Certificate.  Community Trust shall have received a certificate
      signed by the chief executive officer and the chief financial or principal
      accounting officer of Eagle to the effect that the conditions set forth in
      Sections 6.2(a)
      and (b)
      have been satisfied.

     

    (d)    No
      Material Adverse Effect.  Since December 31, 2006, no Material
      Adverse Effect shall have occurred to Eagle or any of its
      Subsidiaries.

     

    (e)    Dissenter’s
      Rights.  Eagle shareholders who properly exercise dissenter’s
      rights pursuant to the KBCA, if any, shall not be the holders of more than
      12.5%
      of the outstanding shares of Eagle Common Stock.

     

    (f)    Legal
      Opinion.  Community Trust shall have received a legal opinion
      from counsel to Eagle substantially in the form attached hereto as Exhibit
      D.

     

    (g)    Other
      Documents.  Eagle shall have delivered to Community Trust all
      other documents reasonably requested by Community Trust to effect the Closing
      of
      the transactions contemplated by this Agreement, including the Plan of Bank
      Merger.

     

    6.3    Conditions
      to the Obligations of Eagle.  The obligations of Eagle
      to effect the Merger shall be further subject to the satisfaction of the
      following additional conditions, any one or more of which may be waived by
      Eagle:

     

    (a)    Community
      Trust’s Representations and Warranties.  The representations and
      warranties of Community Trust set forth in this Agreement that are qualified
      as
      to materiality shall be true and correct, and the representations and warranties
      of Community Trust set forth in this Agreement that are not so qualified shall
      be true and correct in all material respects, in each case as of the date of
      this Agreement, and as of the Closing Date as though made on and as of the
      Closing Date, except to the extent such representation or warranty expressly
      relates to an earlier date (in which case as of such date).

     

    (b)    Performance
      of Community Trust’s Obligations.  Community Trust shall have
      performed in all material respects all obligations required to be performed
      by
      it under this Agreement at or prior to the Effective Time.

     

    (c)    Officers’
      Certificate.  Eagle shall have received a certificate signed by
      the chief executive officer and the chief financial or principal accounting
      officer of Community Trust to the effect that the conditions set forth in
Sections 6.3(a)
      and (b)
      have been satisfied.

     

    (d)    Deposit
      of Merger Consideration.  Community Trust shall have deposited
      with the Exchange Agent sufficient cash to pay the aggregate Cash
      Consideration.

     

    (e)    Legal
      Opinion.  Eagle shall have received a legal opinion from counsel
      to Community Trust substantially in the form attached hereto as Exhibit
      E.

     

    (f)    No
      Material Adverse Effect.  Since December 31, 2006, no Material
      Adverse Effect shall have occurred to Community Trust or any of its
      Subsidiaries.

     

    (g)    Fairness
      Opinion.  Eagle shall have received from Eagle’s financial
      advisors an opinion, reasonably acceptable to Eagle, dated as of the date of
      the
      Proxy Statement-Prospectus and as of the Closing Date to the effect that the
      Merger Consideration to be received by the holders of Eagle Common Stock in
      the
      Merger is fair to the holders of such Eagle Common Stock from a financial point
      of view.

     

    (h)    Other
      Documents.  Community Trust shall have delivered to Eagle all
      other documents reasonably requested by Eagle to effect the Closing of the
      transactions contemplated by this Agreement, including the Plan of Bank
      Merger.

     

    7.    Termination.  

     

    7.1    Termination.  This
      Agreement may be terminated, and the Merger abandoned, at any time prior to
      the
      Effective Time (except with respect to Sections 7.1(g) and
(h), in which case this Agreement may be terminated on the
      business day
      immediately following the Determination Date), by action taken or authorized
      by
      the Board of Directors of the terminating party, either before or after any
      requisite shareholder approval:

     

    (a)    by
      the mutual written consent of Community Trust and Eagle; or

     

    (b)    by
      either Community Trust or Eagle, in the event of the failure of Eagle’s
      shareholders to approve the Agreement at the Shareholder Meeting;
provided, however, that Eagle shall only be entitled to
      terminate the Agreement pursuant to this clause if it has complied in all
      material respects with its obligations under Section 5.7;
      or

    
      
         

      

      
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    (c)    by
      either Community Trust or Eagle, if (i) any material approval, material consent
      or material waiver of a Governmental Entity required to permit consummation
      of
      the transactions contemplated by this Agreement shall have been denied by a
      final, unappealable order, (ii) any Governmental Entity of competent
      jurisdiction shall have issued a final, unappealable order enjoining or
      otherwise prohibiting consummation of the transactions contemplated by this
      Agreement, or (iii) if the Continuity of Interest Test has not been met under
      Section 6.1(g) after giving effect to any additional shares of Community Trust
      Common Stock issued by Community Trust as provided therein; or

    
       

    

    (d)    by
      either Community Trust or Eagle, in the event that the Merger is not consummated
      by December 15, 2007 unless the failure to so consummate by such time is due
      to
      the failure of the party seeking to terminate this Agreement to perform or
      observe the representations, warranties, covenants or agreements of such party
      set forth herein; or

     

    (e)    by
      either Community Trust or Eagle (provided that the party seeking termination
      is
      not then in material breach of any representation, warranty, covenant or other
      agreement contained herein), in the event of a breach of any covenant or
      agreement on the part of the other party set forth in this Agreement, or if
      any
      representation or warranty of the other party shall have become untrue, in
      either case such that the conditions set forth in Sections 6.2(a)
      and (b)
      or Sections 6.3(a) and
      (b),
      as the case may, be would not be satisfied and such breach or untrue
      representation or warranty has not been or cannot be cured within thirty (30)
      days following written notice to the party committing such breach or making
      such
      untrue representation or warranty; or

     

    (f)    by
      Community Trust, if the Board of Directors of Eagle does not publicly recommend
      in the Proxy Statement-Prospectus that Eagle shareholders approve and adopt
      this
      Agreement or if, after recommending in the Proxy Statement-Prospectus that
      Eagle
      shareholders approve and adopt this Agreement, the Board of Directors of Eagle
      withdraws, qualifies or revises such recommendation or takes any action in
      any
      respect materially adverse to Community Trust, provided that in each case the
      action of the Board of Directors of Eagle is not caused by or resulting from
      a
      material breach by Community Trust of a representation, warranty, covenant
      or
      other agreement contained in this Agreement.

     

    (g)    by
      Community Trust, upon written notice to Eagle on the business day immediately
      following the Determination Date, if the Average Closing Price of Community
      Trust Common Stock on the Determination Date is more than $41.60; provided,
      however, that if Community Trust has entered into a definitive agreement to
      sell
      substantially all of the Community Trust Common Stock or substantially all
      of
      its assets prior to the Determination Date, Community Trust shall have no right
      to terminate this Agreement pursuant to this Section
      7.1(g).  If Community Trust elects to exercise its termination
      right pursuant to the immediately preceding sentence, it shall give written
      notice of such election to Eagle prior to the close of business on the second
      business day following the Determination Date.  During the period
      commencing with its receipt of such notice and ending on the Closing Date,
      Eagle
      may elect in its sole discretion to accept reduced Merger Consideration in
      the
      form of a reduced number of shares of Community Trust Common Stock and/or
      reduced cash in an amount per Eagle Share, as applicable, equal to the True-Down
      Amount Per Share.  The True-Down Amount Per Share shall be a reduction
      in shares of Community Trust Common Stock valued for this purpose at the Average
      Closing Price and/or cash, or a combination thereof, as determined by Community
      Trust. For purposes of this Section 7.1(g), “True-Down Amount Per Share” shall
      mean the quotient of (i) the difference between (a) $41,136,099 and (b)
      $18,500,000 plus 544,137 times the Average Closing Price of Community Trust
      Common Stock, divided by (ii) 906,894 shares.

     

    (h)    by
      Eagle, upon written notice to Community Trust on the business day immediately
      following the Determination Date, if the Average Closing Price of Community
      Trust Common Stock on the Determination Date is less than $27.82. If Eagle
      elects to exercise its termination right pursuant to the immediately preceding
      sentence, it shall give written notice of such election to Community Trust
      prior
      to the close of business on the second business day following the Determination
      Date.  During the period commencing with its receipt of such notice
      and ending on the Closing Date, Community Trust may elect in its sole discretion
      to pay, as additional Merger Consideration, to each holder of Eagle Common
      Stock, additional shares of Community Trust Common Stock and/or cash in an
      amount per Eagle Share, as applicable, equal to the True-Up Amount Per
      Share.  The True-Up Amount Per Share shall be paid in shares of
      Community Trust Common Stock valued for this purpose at the Average Closing
      Price and/or cash, or a combination thereof, as determined by Community Trust.
      For purposes of this Section 7.1(h), “True-Up Amount Per Share” shall mean the
      quotient of: (i) the difference between (a) $33,637,891 and (b) $18,500,000
      plus
      544,137 times the Average Closing Price of Community Trust Common Stock, divided
      by (ii) 906,894 shares.

     

    (i)   Notwithstanding
      anything to the contrary contained herein, the Board of Directors and designated
      officers of each of Community Trust and Eagle shall have the right and
      authority  to exercise or waive, as the case may be, any right of
      termination provided in this Section 7.1.

     

    7.2    Termination
      Fee.  

     

    (a)    If
      Community Trust terminates this Agreement pursuant to Section 7.1(f)
      and Community Trust is not in breach of Section 6.3(a), then Eagle shall make
      payment to Community Trust of a termination fee of an amount (not to exceed
      $200,000 in the aggregate) equal to all documented out-of-pocket expenses and
      fees incurred by Community Trust (including, without limitation, fees and
      expenses payable to all legal, accounting, financial, public relations and
      other
      professional advisors arising out of or in connection with or related to the
      Merger or the other transactions contemplated by this Agreement) (the
“Out-of-Pocket Expenses”).  Such amount shall be paid by wire transfer
      of immediately available funds within two (2) business days following such
      termination.  If Community Trust terminates this Agreement pursuant to
Section 7.1(f) and Community Trust is not in breach of Section
      6.3(a), and if within 12 months after such termination, Eagle shall
      consummate or enter into an agreement with respect to an Acquisition Proposal,
      then Eagle shall make payment to Community Trust of an additional termination
      fee in the amount of $1,000,000.  Such amount shall be paid by wire
      transfer of immediately available funds on the date of such consummation or
      execution.

     

    (b)    If
      Eagle or
      Community Trust, as the case may be, terminates this Agreement pursuant to
      Section 7.1(e), then Community Trust or Eagle, as the case may be, shall make
      payment of an amount (not to exceed $200,000 in the aggregate) equal to Eagle’s
      or Community Trust’s, as the case may be, Out-of-Pocket Expenses.

     

    (c)    If
      this Agreement is terminated by (i) Community Trust pursuant to Section
7.1(e)
      and in such case an Acquisition Proposal by a third party with respect to Eagle
      has been publicly announced, disclosed or communicated or made known to any
      member of the senior management or Board of Directors of Eagle by such third
      party at any time after the date of this Agreement and prior to the date of
      the
      date of termination or (ii) either party pursuant to Section 7.1(b)
      and Community Trust is not in breach of Section 6.3(a) and in such case an
      Acquisition Proposal by a third party with respect to Eagle has been publicly
      announced, disclosed or communicated or made known to any member of the senior
      management or Board of Directors of Eagle by such third party at any time after
      the date of this Agreement and prior to the date of the Shareholder Meeting
      and
      the Eagle Board of Directors has failed to recommend, or has changed its
      recommendation, as provided in Section 7.1(f) hereof, then in the case of (i)
      or
      (ii), as the case may be, Eagle shall make payment to Community Trust of a
      termination fee in the amount of $1,250,000 (the “Termination Fee”) if within 12
      months after such termination, Eagle shall consummate or enter into any
      agreement with respect to an Acquisition Proposal.  Such amount shall
      be paid by wire transfer of immediately available funds on the date of such
      consummation or execution.

     

    (d)    Notwithstanding
      anything herein to the contrary, in no event shall the aggregate amount that
      Eagle must pay to Community Trust pursuant to Sections 7.2(a),
      (b) and (c) exceed the Termination Fee.

     

    7.3    Effect
      of Termination.  In the event of termination of this
      Agreement by either Community Trust or Eagle as provided in Section 7.1,
      this Agreement shall forthwith become void and, subject to
Section 7.2,
      have no effect, and there shall be no liability on the part of any party hereto
      or their respective officers and directors, except that (i) Sections 5.2(c),
      7.2,
8.7
      and 8.13 shall survive any termination of this Agreement, and (ii)
      notwithstanding anything to the contrary contained in this Agreement, no party
      shall be relieved or released from any liabilities or damages arising out of
      its
      willful breach of any provision of this Agreement or fraudulent
      acts.

     

    8.    Certain
      Other Matters.  

     

    8.1    Notification
      of Offer.  If Eagle shall receive an unsolicited, bona
      fide offer made by a third party (“Third Party”) to consummate an Acquisition
      Proposal at anytime before the Effective Time, which if accepted in writing
      by
      Eagle would qualify as a Superior Proposal, Eagle shall immediately provide
      written notification to Community Trust (an “Offer Notification”) of such
      determination, but in any event within forty-eight (48) hours
      thereafter.  Within three (3) business days thereafter, Community
      Trust may propose any amendments or modifications to this Agreement, and the
      Eagle Board of Directors, in good faith and subject to its fiduciary duties,
      shall determine whether such third party’s Acquisition Proposal continues to be
      a Superior Proposal to the Community Trust revised proposal (which revised
      proposal shall receive full credit for an amount equal to the Termination
      Fee).

     

    8.2    Interpretation.  When
      a reference is made in this Agreement to Sections or Exhibits, such reference
      shall be to a Section of, or Exhibit to, this Agreement unless otherwise
      indicated.  The table of contents and headings contained in this
      Agreement are for ease of reference only and shall not affect the meaning or
      interpretation of this Agreement.  Whenever the words “include,”
“includes” or “including” are used in this Agreement, they shall be deemed
      followed by the words “without limitation.”  Any singular term in this
      Agreement shall be deemed to include the plural, and any plural term the
      singular.  Any reference to gender in this Agreement shall be deemed
      to include any other gender.

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    8.3    Survival.  None
      of the representations and warranties in this Agreement or in any instrument
      delivered pursuant to this Agreement shall survive the Effective
      Time.  This Section 8.3
      shall not limit any covenant or agreement of the parties which by its terms
      contemplates performance after the Effective Time.

     

    8.4    Waiver;
      Amendment.  Prior to the Effective Time, any provision
      of this Agreement may be: (i) waived in writing by the party benefited by the
      provision or (ii) amended or modified at any time (including the structure
      of the transaction) by an agreement in writing between the parties hereto,
      in
      each case as may be authorized by the Board of Directors or designated officers
      of each of Community Trust and Eagle except that, after the vote by the
      shareholders of Eagle approving this Agreement, no such amendment or
      modification may be made if, as a result of such amendment or modification,
      the
      aggregate Merger Consideration as of the Closing Date would be less than
      $33,637,891.

    
       

    

    8.5    Counterparts.  This
      Agreement may be executed in counterparts each of which shall be deemed to
      constitute an original, but all of which together shall constitute one and
      the
      same instrument.

     

    8.6    Governing
      Law.  This Agreement shall be governed by, and
      interpreted in accordance with, the laws of the Commonwealth of Kentucky,
      without regard to conflicts of laws principles.

     

    8.7    Expenses.  Each
      party hereto will bear all expenses incurred by it in connection with this
      Agreement and the transactions contemplated hereby.

     

    8.8    Notices.  All
      notices, requests, acknowledgments and other communications hereunder to a
      party
      shall be in writing and shall be deemed to have been duly given when delivered
      by hand, overnight courier or facsimile transmission to such party at its
      address or facsimile number set forth below or such other address or facsimile
      transmission as such party may specify by notice (in accordance with this
      provision) to the other party hereto.

     

    If
      to
      Community Trust, to:

     

    Community
      Trust Bancorp, Inc.

    Attn: 
      Jean R. Hale

    Chairman,
      President and Chief Executive Officer

    346
      N.
      Mayo Trail

    Pikeville,
      KY 41502

    Facsimile:  (606)
      437-3366

     

    With
      copies to:

     

    Greenebaum
      Doll & McDonald PLLC

    Attn:  Ivan
      M. Diamond

    3500
      National City Tower

    101
      S.
      Fifth Street

    Louisville,
      KY 40202

    Facsimile:
      (502) 587-3695

     

    If
      to
      Eagle, to:

     

    Eagle
      Fidelity, Inc.

    Attn: 
      Dennis W. Rich, President and Chief Executive Officer

    203
      South
      Main Street

    Williamstown,
      KY 41097

    Facsimile :
      (859) 824-6111

     

    With
      copies to:

     

    Frost
      Brown Todd LLC

    Attn:  R.
      James Straus

    400
      West
      Market Street, 32nd Floor

    Louisville,
      KY 40202

    Facsimile:
      (502) 581-1087

     

    8.9    Entire
      Agreement; etc.  This Agreement,
      together with the Disclosure Letters and the Confidentiality Agreements,
      represents the entire understanding of the parties hereto with reference to
      the
      transactions contemplated hereby and supersedes any and all other oral or
      written agreements heretofore made.  All terms and provisions of this
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and assigns.  Except for
Section 5.12,
      which confers rights on the parties described therein, nothing in this Agreement
      is intended to confer upon any other Person any rights or remedies of any nature
      whatsoever under or by reason of this Agreement.

     

    8.10    Successors
      and Assigns; Assignment.  This Agreement shall be
      binding upon and 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 hereto without the written consent of the other
      party.

     

    8.11    Severability.  Any
      term or provision of this Agreement that is invalid or unenforceable shall
      be
      ineffective to the extent of such invalidity or unenforceability without
      rendering invalid or unenforceable the remaining terms and provisions of this
      Agreement.  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.

     

    8.12    Specific
      Performance.  Each of Community Trust and Eagle
      acknowledges and agrees that the other would be damaged irreparably in the
      event
      any of the provisions of this Agreement are not performed in accordance with
      its
      specific terms or otherwise are breached.  Accordingly, Community
      Trust and Eagle agree that the other shall be entitled to an injunction or
      injunctions to prevent breaches of the provisions of this Agreement and to
      enforce specifically this Agreement and the terms and provisions hereof in
      any
      action instituted in any court of the United States or any state thereof having
      jurisdiction over Community Trust and Eagle and the matter, in addition to
      any
      other remedy to which it may be entitled, at law or in equity.

     

    8.13    Prevailing
      Party.  Notwithstanding Section 8.6, in the
      event either party hereto institutes legal action or proceedings arising out
      of
      or in any way connected with this Agreement, the non-prevailing party shall
      reimburse the prevailing party for all reasonable attorneys’ fees and costs
      incurred in connection therewith.

     

    [Remainder
      of Page Intentionally Left Blank; Signatures Follow]

     


    
      
         

      

      
        22

        
          

        

      

      
         

      

    


    In
      Witness Whereof, the parties hereto have caused this Agreement to be
      executed by their duly authorized officers as of the date first above
      written.

     

    


     

    Community
      Trust Bancorp, Inc.

    


    


    By:             
                 /s/
      Jean R.
      Hale                                                         


    Name:                    Jean
      R. Hale

    Title:                      Chairman,
      President and Chief Executive Officer

    


                  
      (“Community Trust”)

    


    


    


    Eagle
      Fidelity, Inc.

    


    


    By:                        
      /s/
      Dennis W.
      Rich                                                  
  

    Name:                    Dennis
      W. Rich

    Title:                      President
      and Chief Executive Officer

    


                 
      (“Eagle”)

     

    
       

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        Exhibit
          A



      

      


      VOTING
        AGREEMENT

       

      This
        Voting Agreement (“Agreement”) is entered into and effective as of May
        ____, 2007, by and between (i) Community Trust Bancorp, Inc., a
        Kentucky corporation (“Community Trust”), and (ii) The Undersigned
        Directors of Eagle Fidelity, Inc. (“Directors”).

       

      Recitals:

       

      Whereas, the
        parties desire that Eagle Fidelity, Inc., a Kentucky corporation (“Eagle”), be
        merged with and into Community Trust in accordance with that certain Agreement
        and Plan of Merger of even date herewith (“Merger Agreement”), by and between
        Community Trust and Eagle (said transaction being hereinafter referred to
        as the
“Merger”);

       

      Whereas,
        as a condition and inducement to Community Trust’s willingness to enter into the
        Merger Agreement, the Directors are entering into this Agreement concurrently
        with the execution of the Merger Agreement, pursuant to which the Directors
        will
        agree to vote the Directors’ shares of Eagle Common Stock (as defined in the
        Merger Agreement) in favor of the Merger and the transactions contemplated
        therein; and

       

      Whereas, as
        of the date hereof, each Director beneficially owns (as defined in Rule 13d-3
        under the Securities Exchange Act of 1934, as amended) and/or has voting
        power
        with respect to the number of shares of Eagle Common Stock set forth opposite
        each Director’s name below (such shares, together with any other shares of Eagle
        Common Stock which any Director acquires beneficial ownership of in any
        capacity, or voting power with respect to, after the date hereof and prior
        to
        the termination of this Agreement, are hereinafter referred to as the
“Securities”).

       

      Agreement:

       

      Now,
        Therefore, in consideration of, and as a condition to,
        Community Trust entering into the Merger Agreement, and in consideration
        of the
        expenses incurred and to be incurred by Community Trust in connection therewith,
        the parties hereto agree as follows:

       

      1.    Voting
        Agreement.  Each
        Director hereby agrees
        to vote all Securities that such Director is entitled to vote to approve
        the
        execution and delivery of the Merger Agreement and the consummation of the
        Merger and the other transactions contemplated therein at the Shareholder
        Meeting (as defined in the Merger Agreement), or at any other meeting of
        the
        shareholders of Eagle, however called, or in connection with any written
        consent
        of the shareholders of Eagle.

       

      2.    Representations
        and Warranties of Directors.  Each
        Director hereby represents and warrants to Community Trust that:

       

      2.1    Authorization;
        Capacity.  Such Director has the legal
        capacity to enter into this Agreement.  This Agreement constitutes a
        valid and binding Agreement of each such Director.

       

      2.2    Ownership
        of Securities.  Such Director is, as of the date hereof,
        the record or beneficial owner of the Securities set forth opposite the name
        of
        such Director below, and has the right to vote such Securities in the manner
        set
        forth in Section 1 of this Agreement.  There are no outstanding
        proxies, voting trusts or other agreements or arrangements by which such
        Director is bound, or by which such Director’s Securities are bound, that would
        require any of such Director’s Securities to be voted in a manner that would
        conflict with his or her obligations under this Agreement.

       

      2.3    No
        Conflict.  Neither the execution and
        delivery of this Agreement by such Director, the consummation by such Director
        of the transactions contemplated hereby, the performance by such Director
        of his
        or her obligations hereunder, nor the compliance by such Director with any
        provision hereof will: (i) result in a violation or breach of, or constitute
        a
        default under any contract, agreement, instrument, commitment, arrangement
        or
        understanding to which such Director is a party, (ii) violate or conflict
        with
        any writ, judgment, injunction or decree applicable to such Director or such
        Director’s Securities, or (iii) require any consent, authorization or approval
        of any person including any governmental authority.

       

      2.4    Residence.  Such
        Director is a resident of the Commonwealth of Kentucky.

       

      3.    Covenants
        of Directors.  Each Director hereby
        covenants and agrees that:

       

      3.1    No
        Proxies for Securities.  Except
        pursuant to the terms of this Agreement, during the Term (as defined below),
        such Director shall not directly or indirectly grant any proxies or enter
        into
        any voting trust or other agreement or arrangement with respect to the voting
        of
        any of his or her Securities with respect to the Merger Agreement or the
        transactions contemplated therein, or with respect to any other action on
        the
        part of Eagle, the consummation of which would frustrate the purposes, or
        prevent or delay the consummation of the Merger or the other transactions
        contemplated by the Merger Agreement.

       

      3.2    No
        Transfer or Encumbrances of Securities.  Without
        the prior written consent of Community Trust, no Director shall transfer,
        sell,
        assign, convey, encumber or otherwise dispose of, or enter into any contract,
        option or other arrangement or understanding with respect to the direct or
        indirect transfer, sale, assignment, conveyance, encumbrance or other
        disposition of any of such Director’s Securities during the Term, except for
        transfers: (i) by operation of law, by will, or pursuant to the laws of descent
        and distribution, (ii) in which the transferee shall agree in writing, pursuant
        to an instrument acceptable to Community Trust, to be bound by the provisions
        of
        this Agreement as fully as each Director, or (iii) by operation of law in
        conjunction with a valid foreclosure action or pursuant to bankruptcy or
        similar
        laws.  Without limiting the generality of the foregoing, no Director
        shall grant to any person or entity any option or right to purchase such
        Director’s Securities or any interest therein except in compliance with this
        Agreement, and no Director shall, during the Term, approve or ratify any
        agreement or contract pursuant to which such Director’s Securities would be
        transferred to any other person or entity as a result of any Acquisition
        Proposal (as defined in the Merger Agreement).

       

      4.    Term.  Unless
        otherwise agreed to in writing by all of the parties hereto, this Agreement
        shall remain in full force and effect until the earlier of (i) the termination
        of the Merger Agreement in accordance with its terms, or (ii) the consummation
        of the Merger and the other transactions contemplated by the Merger Agreement
        (“Term”).

       

      5.    Miscellaneous.

       

      5.1    Further
        Assurances.  Each Director will execute
        and deliver, or cause to be executed and delivered, all further documents
        and
        instruments and use his or her reasonable best efforts to take, or cause
        to be
        taken, all actions and to do, or cause to be done, all things reasonably
        necessary, proper or advisable under applicable laws and regulations, to
        consummate and make effective the transactions contemplated by this
        Agreement.

       

      5.2    Amendments.  Any
        provision of this Agreement may be amended or waived if, but only if, such
        amendment or waiver is in writing and is signed, in the case of an amendment,
        by
        each party to this Agreement, or in the case of a waiver, by the party against
        whom the waiver is to be effective.

       

      5.3    Successors
        and Assigns; Third Party Beneficiaries.  The provisions
        of this Agreement shall be binding upon and inure to the benefit of the parties
        hereto and their respective successors and assigns, heirs and representatives;
        provided that no Director may assign, delegate or otherwise transfer any
        of his
        or her rights or obligations under this Agreement without the consent of
        Community Trust, except as provided in Section 3.2 of this
        Agreement.  No provision of this Agreement is intended to confer upon
        any person or entity, other than the parties hereto, any rights or remedies
        hereunder.

       

      5.4    Governing
        Law.  This Agreement shall be construed in accordance
        with and governed by the laws of the Commonwealth of Kentucky, without giving
        effect to any conflict of law rule or principle thereof.

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      5.5    Counterparts.  This
        Agreement may be signed in any number of counterparts, each of which shall
        be an
        original, and all of which when taken together shall constitute one and the
        same
        instrument.

       

      5.6    Severability.Any
        term or provision of this Agreement that is invalid or unenforceable shall
        be
        ineffective to the extent of such invalidity or unenforceability without
        rendering invalid or unenforceable the remaining terms and provisions of
        this
        Agreement.  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.

       

      5.7    Specific
        Performance.  Each Director acknowledges that the
        remedies at law of Community Trust for a breach or threatened breach of this
        Agreement by a Director would be inadequate and, in recognition of this fact,
        Community Trust, without posting any bond and in addition to all other remedies
        which may be available to it at law or in equity, shall be entitled to obtain
        equitable relief in the form of specific performance, a temporary restraining
        order, a temporary or permanent injunction or any other equitable remedy
        which
        may then be available.  The rights and remedies herein provided shall
        be cumulative and not exclusive of any other rights or remedies provided
        by law
        or in equity.

       

      5.8    Entire
        Agreement.  This Agreement (together
        with the Merger Agreement) embodies the entire agreement and understanding
        of
        the parties hereto with respect to the subject matter contained herein, and
        supersedes all prior agreements, correspondence, arrangements and understandings
        relating to the subject matter hereof.

       

      5.9    Absence
        of Control.  It is the intent of the parties to this
        Agreement that Community Trust shall not be deemed (until consummation of
        the
        Merger) to control, directly or indirectly, Eagle and shall not exercise,
        or be
        deemed to exercise, directly or indirectly, a controlling influence over
        the
        management or policies of Eagle.  Nothing contained herein shall be
        deemed to grant Community Trust an ownership interest in any Eagle Common
        Stock.

       

      5.10    Individual
        Capacity.  With regard to the provisions of this
        Agreement related to the voting of Securities, the parties hereto acknowledge
        that each Director is entering into this Agreement solely in his or her capacity
        as an individual shareholder of Eagle and, notwithstanding anything to the
        contrary in this Agreement, nothing in this Agreement is intended or shall
        be
        construed to require any Director, in his or her capacity as a director of
        Eagle, to act or fail to act in accordance with his or her fiduciary duties
        in
        such director capacity.  Furthermore, no Director makes any agreement
        or understanding herein in his or her capacity as a director of
        Eagle.  For the avoidance of doubt, nothing in this Section
        5.10 shall in any way limit, modify or abrogate any of the obligations of
        any Director hereunder to vote the Securities owned by him or her, in his
        or her
        capacity as a shareholder of Eagle, in accordance with the terms of this
        Agreement and not to transfer any Securities except as permitted by this
        Agreement.

       

      [Remainder
        of Page Intentionally Left Blank; Signatures Follow]

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      In
        Witness Whereof, the parties have entered into this Agreement as of the
        date first written above.

       

      


       

      Community
        Trust Bancorp, Inc.

       

      By:          
                                                                 

      Name:      Jean
        R. Hale

      Title:        Chairman,
        President and Chief Executive Officer

       

      


       

      Dennis
        W. Rich  ( _______ Shares)

       

      _______________________________________

      


       

      


       

      William
        M. Stanley  ( _______ Shares)

       

      _______________________________________

      


       

      


       

      James
        J. Hale  ( _______ Shares)

       

      _______________________________________

      


       

      


       

      Rick
        W. Wood  ( _______ Shares)

       

      _______________________________________

       

       

       

       

       

      William
        C. Wilson  ( _______ Shares)

       

      _______________________________________

      


       

      


       

      Dr.
        William Ken Rich  ( _______ Shares)

       

      _______________________________________

      


       

      


       

      William
        F. Threlkeld  ( _______ Shares)

       

      _______________________________________

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Exhibit
        B


      PLAN
        OF MERGER

       

      This
        is a Plan
        of Merger dated as of May ___, 2007 (“Plan”), between Community
        Trust Bank, Inc., a Kentucky banking corporation (“Community
        Trust Bank”), and Eagle
        Bank, Inc., a Kentucky banking corporation (“Eagle
        Bank”).  This Plan is entered into pursuant to Section 2.12 of that
        certain Agreement and Plan of Merger dated as of May ___, 2007 (“Merger
        Agreement”), by and between Community Trust Bancorp, Inc., a Kentucky
        corporation (“Community Trust”), and Eagle Fidelity, Inc., a Kentucky
        corporation (“Eagle”).

       

      1.    Merger.  Upon
        the terms and conditions set forth in this Plan, Eagle Bank shall be merged
        with
        and into Community Trust Bank (the “Merger”) at the “Effective Time” (as defined
        in Section 6 below).

       

      2.    Community
        Trust Bank.  Community Trust Bank is a Kentucky chartered
        bank with its principal office in Pikeville, Kentucky.  The authorized
        capital stock of Community Trust Bank consists of 285,000 shares of common
        stock, $10 par value (“Community Trust Bank Common Stock”), of which 285,000
        shares are issued and outstanding, fully paid and nonassessable and held
        by
        Community Trust.

       

      3.    Eagle
        Bank.  Eagle Bank is a Kentucky chartered bank with
        its principal office in Williamstown, Kentucky.  The authorized
        capital stock of Eagle Bank consists of ______  shares of common
        stock, $____ par value (“Eagle Bank Common Stock”), of which ________ shares are
        issued and outstanding, fully paid and nonassessable and held by
        Eagle.

       

      4.    Surviving
        Corporation. Community Trust Bank shall be the “Surviving Corporation”
of the Merger.

       

      5.    Authorization.  The
        Board of Directors of Community Trust Bank and its sole shareholder, Community
        Trust, have approved this Plan, authorized its execution, and authorized
        the
        performance by Community Trust Bank hereunder.  The Board of Directors
        of Eagle Bank and its sole shareholder, Eagle, have approved this Plan,
        authorized its execution, and authorized the performance by Eagle Bank
        hereunder.

       

      6.    Statutory
        Merger.  At the time and on the date specified in the
        articles of merger filed with the Kentucky Secretary of State (the “Effective
        Time”), which shall be as soon as practicable following the effective time of
        the merger of Eagle with and into Community Trust (the “Holding Company
        Merger”), Eagle Bank shall be merged with and into Community Trust Bank on the
        terms and conditions of this Plan, in accordance with the Kentucky Business
        Corporation Act, as amended (the “KBCA”).

       

      7.    Conditions
        of Merger.  The Merger shall not be effected unless
        and until:

       

      (a)    The
        Holding Company Merger has become effective;

       

      (b)    All
        approvals, consents or waivers of any court, administrative agency or commission
        or other governmental authority or instrumentality (each a “Governmental
        Entity”) required to permit consummation of the transactions contemplated by
        this Plan shall have been obtained and shall remain in full force and effect,
        and all statutory waiting periods shall have expired; provided,
        however, that none of such approvals, consents or waivers shall contain any
        condition or requirement that would so materially and adversely impact the
        economic or business benefits to Community Trust Bank of the transactions
        contemplated hereby that, had such condition or requirement been known,
        Community Trust Bank would not, in its reasonable judgment, have entered
        into
        this Plan;

       

      (c)    No
        party hereto shall be subject to any order, decree or injunction of a court
        or
        agency of competent jurisdiction that enjoins or prohibits the consummation
        of
        the Merger and no Governmental Entity shall have instituted any proceeding
        for
        the purpose of enjoining or prohibiting the consummation of the Merger or
        any
        transactions contemplated by this Plan.  No statute, rule or
        regulation shall have been enacted, entered, promulgated or enforced by any
        Governmental Entity which prohibits or makes illegal consummation of the
        Merger;
        and

       

      (d)    Community
        Trust Bank and Eagle Bank shall have obtained the consent or approval of
        each
        person or entity (other than the governmental approvals or consents referred
        to
        in Section 7(b) above) whose consent or approval shall be required to consummate
        the Merger.

       

      8.    Effect
        of Merger.  From and after the Effective
        Time:

       

      (a)    The
        separate existence of Eagle Bank shall cease;

       

      (b)    The
        title to all real estate and other property owned by Eagle Bank shall be
        vested
        in the Surviving Corporation without reversion or impairment;

       

      (c)    The
        Surviving Corporation shall have all liabilities of Eagle Bank; and

       

      (d)    A
        proceeding pending against Eagle Bank may be continued as if the Merger did
        not
        occur or the Surviving Corporation may be substituted in the proceeding for
        Eagle Bank.

       

      9.    Name,
        Articles, Bylaws, Directors and Officers.  From and after the
        Effective Time, until changed or amended in accordance with the Articles
        of
        Incorporation and Bylaws of the Surviving Corporation and with the KBCA,
        the
        name of the Surviving Corporation shall be “Community Trust Bank,
        Inc.”

       

      (a)    The
        Articles of Incorporation and Bylaws of Community Trust Bank, as in effect
        immediately prior to the Effective Time, shall be the Articles of Incorporation
        and Bylaws of the Surviving Corporation at the Effective Time.

       

      (b)    The
        members of the Board of Directors of Community Trust Bank, as in effect
        immediately prior to the Effective Time, shall be the members of the Board
        of
        Directors of the Surviving Corporation at the Effective Time.

       

      (c)    The
        officers of Community Trust Bank, as in effect immediately prior to the
        Effective Time, shall be the officers of the Surviving Corporation at the
        Effective Time.

       

      10.    Capital
        Stock.

       

      (a)    At
        the Effective Time, each share of Eagle Bank Common Stock issued and outstanding
        immediately prior to the Effective Time shall be extinguished and cancelled,
        and
        no cash, stock or other property shall be delivered in exchange
        therefor.

       

      (b)    At
        the Effective Time, each share of Community Trust Bank Common Stock issued
        and
        outstanding immediately prior to the Effective Time shall remain outstanding
        and
        unaffected by the Merger and shall constitute the shares of the Surviving
        Corporation.

       

      11.    Termination.

       

      (a)    This
        Plan shall automatically terminate, without any action on the part of any
        party,
        if and when the Merger Agreement is properly terminated.

       

      (b)    Upon
        rightful termination of this Plan, except as may otherwise be provided in
        the
        Merger Agreement:

       

      (1)    this
        Plan shall be void, and of no further effect, and

       

      (2)    there
        shall be no liability by reason of this Plan, or the termination thereof
        on the
        part of Community Trust Bank or Eagle Bank or their respective directors,
        officers, employees, agents or shareholders.

       

      12.    Headings.  The
        headings in this Plan have been inserted solely for ease of reference and
        shall
        not be considered in the interpretation or construction of this
        Plan.

       

      13.    Counterparts.  This
        Plan may be executed in any number of counterparts, each of which shall be
        an
        original, but such counterparts shall together constitute one and the same
        instrument.

       

      14.    Merger
        Agreement.  This Plan is entered into in accordance
        with and for the purpose of facilitating the consummation of the “Bank Merger”
as contemplated by Section 2.12 of the Merger Agreement.

       

      15.    Governing
        Law.  This Plan shall be governed by, and construed
        and interpreted in accordance with, the laws of the Commonwealth of Kentucky,
        without regard to any conflict of law rule or principle thereof.

       

      [Remainder
        of Page Intentionally Left Blank; Signatures Follow]

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF,
        the parties have caused this Plan to be executed by their duly authorized
        officers as of the date first above written.

       

      


      


      


      Community
        Trust Bank,
        Inc.

      


      


      By:           ____________________________________

      Name:                  ____________________________________

      Title:                  ____________________________________

      


      


      


      


      Eagle
        Bank, Inc.

      


      


      By:           ____________________________________

      Name:                  ____________________________________

      Title:                  ____________________________________

      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Exhibit
        C


      May
        ___,
        2007

      


      Community
        Trust Bancorp, Inc.

      346
        N.
        Mayo Trail

      Pikeville,
        KY 41502

       

      Ladies
        and Gentlemen:

      


      To
        induce you to agree to the proposed
        merger (“Merger”) of Eagle Fidelity, Inc., a Kentucky corporation (“Eagle”),
        with and into Community Trust Bancorp, Inc., a Kentucky corporation (“Community
        Trust”), pursuant to that certain Agreement and Plan of Merger of even date
        herewith between Eagle and Community Trust (“Merger Agreement”), the undersigned
        hereby covenants, represents and warrants as follows:

      


      1.    Compliance
        with Securities Laws.  The undersigned hereby
        acknowledges that he, she or it will be subject to the restrictions on resales
        contained in Rule 145 of the rules and regulations of the Securities and
        Exchange Commission (“SEC”) under the Securities Act of 1933, as amended
        (“Securities Act”), and agrees to sell, transfer or otherwise dispose of any
        shares of common stock of Community Trust (“Community Trust Common Stock”)
        received by him, her or it pursuant to the Merger only in compliance with
        the
        provisions of the Securities Act and Rule 145 promulgated
        thereunder.  The undersigned acknowledges that Community Trust is not
        under any obligation to file a registration statement with the SEC covering
        the
        disposition of the undersigned’s shares of Community Trust Common Stock to be
        received pursuant to the Merger.

       

      2.    Restrictive
        Legend.  The undersigned agrees that the certificates
        representing shares of Community Trust Common Stock to be issued to the
        undersigned pursuant to the Merger will be stamped or otherwise imprinted
        with a
        legend in substantially the following form:

       

      The
        shares represented by this certificate may not be sold, transferred or otherwise
        disposed of except in a transaction covered by an effective registration
        statement under the Securities Act of 1933, as amended, or in accordance
        with
        Rule 145 promulgated thereunder, or in accordance with a legal opinion
        satisfactory to Community Trust that such sale or transfer is otherwise exempt
        from the requirements of such Act.

       

      This
        letter agreement (together with the Merger Agreement) is the complete agreement
        between Community Trust and the undersigned concerning the subject matter
        hereof
        and shall be governed by and construed in accordance with the laws of the
        Commonwealth of Kentucky, without regard to any conflict of law rule or
        principle thereof.

       

      [Remainder
        of Page Intentionally Left Blank; Signature Follows]

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      INDIVIDUAL
        AFFILIATE

       

      Signature
        of Affiliate:

       

       

      _________________________________________

       

      Printed
        Name:
        _____________________________

       

      


       

      CORPORATE
        / ENTITY AFFILIATE

       

      Signature
        of Affiliate:

       

      Printed
        Name of Entity:

       

      


                                                                                                     __________________________________________

       

      By:
        ______________________________________

       

      Title:
        _____________________________________