tbiagreement.htm


    Exhibit
      10.1


    


    


    


    


    


    


    


    


    


    AGREEMENT
      OF MERGER

    


    


    


    


    DATED
      AS OF NOVEMBER 27, 2007

    


    among

    


    


    PREMIER
      FINANCIAL BANCORP, INC.

    


    and

    


    TRADERS
      BANKSHARES, INC.

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    


    TABLE
      OF CONTENTS

    


    
      
        	 	 	Page
	Section 1.	 Merger	 
	 	 	 
	
                1.1

              	
                General
                  Effect of Merger; Assets

              	
                2

              
	
                1.2

              	
                Liabilities
                  of Surviving Company

              	
                2

              
	
                1.3

              	
                Name,
                  Directors and Officers of Surviving Company

              	
                2

              
	
                1.4

              	
                Offices,
                  Policies of Surviving Company

              	
                3

              
	
                1.5

              	
                Capital
                  Structure of Surviving Company

              	
                3

              
	
                1.6

              	
                Change
                  in Method of Effecting Acquisition

              	
                3

              
	 	 	 
	 	 	 
	 Section
                2.	 Conversion,
                Exchange and Cancellation of Shares	
                 

              
	 	 	 


      

      
        	
                2.1

              	
                General

              	
                4

              
	
                2.2

              	
                Stock
                  Consideration and Cash Consideration

              	
                4

              
	
                2.3

              	
                Manner
                  of Exchange

              	
                4

              
	
                2.4

              	
                Fractional
                  Shares

              	
                5

              
	
                2.5

              	
                Lost
                  Certificates

              	
                5

              


      

      
        	 	 	 
	 	 	 
	
                Section
                  3.

              	
                Representations,
                  Warrantis and Covenants of Premier

              	 
	 	 	 


      

      
        	
                3.1

              	
                Organization,
                  Standing and Authority

              	
                6

              
	
                3.2

              	
                Capital
                  Structure

              	
                6

              
	
                3.3

              	
                Premier
                  Subsidiaries

              	
                7

              
	
                3.4

              	
                Authority

              	
                8

              
	
                3.5

              	
                Premier
                  Financial Statements

              	
                8

              
	
                3.6

              	
                Allowance
                  for Possible Loan Losses

              	
                9

              
	
                3.7

              	
                Accuracy
                  of Annual Reports

              	
                9

              
	
                3.8

              	
                Absence
                  of Undisclosed Liabilities

              	
                9

              
	
                3.9

              	
                Tax
                  Matters

              	
                9

              
	
                3.10

              	
                Loans

              	
                10

              
	
                3.11

              	
                Properties

              	
                10

              
	
                3.12

              	
                Compliance
                  with Laws

              	
                10

              
	
                3.13

              	
                Employee
                  Benefit Plans

              	
                11

              
	
                3.14

              	
                Commitments
                  and Contracts

              	
                11

              
	
                3.15

              	
                Labor

              	
                12

              
	
                3.16

              	
                Material
                  Contracts Furnished

              	
                12

              
	
                3.17

              	
                Material
                  Contracts

              	
                12

              
	
                3.18

              	
                Material
                  Contract Defaults

              	
                12

              
	
                3.19

              	
                Legal
                  Proceedings

              	
                13

              
	
                3.20

              	
                Absence
                  of Certain Changes or Events

              	
                13

              
	
                3.21

              	
                Reports

              	
                13

              
	
                3.22

              	
                Investments

              	
                13

              


      

       

       

      
        
          
            
            

          

          
            ii

            
              

            

          

          Exhibit
            10.1 -
            continued

        

      

       

      

        
          	
                  3.23

                	
                  Securities
                    Portfolio

                	
                  13

                
	
                  3.24

                	
                  Environmental
                    Matters

                	
                  14

                
	
                  3.25

                	
                  Accuracy
                    of Proxy Statement

                	
                  14

                
	
                  3.26

                	
                  Interim
                    Bank Formation; Adoption Agreement

                	
                  14

                
	
                  3.27

                	
                  Filing
                    of Application to Merge

                	
                  14

                
	
                  3.28

                	
                  Best
                    Efforts

                	
                  14

                
	
                  3.29

                	
                  Conduct
                    of Business - Acquisitions

                	
                  15

                
	
                  3.30

                	
                  Conduct
                    of Business - Affirmative Covenants of Premier

                	
                  15

                


        

        
          	 	 	 
	 	 	 
	
                  Section
                    4.

                	
                  Representations,
                    Warranties and Covenants of Traders

                	 
	 	 	 
	
                  4.1

                	
                  Organization,
                    Standing and Authority

                	
                  16

                
	
                  4.2

                	
                  Capital
                    Structure

                	
                  16

                
	
                  4.3

                	
                  Subsidiary

                	
                  16

                
	
                  4.4

                	
                  Authority

                	
                  16

                
	
                  4.5

                	
                  Traders
                    Financial Statements

                	
                  17

                
	
                  4.6

                	
                  Accuracy
                    of Annual Reports

                	
                  17

                
	
                  4.7

                	
                  Allowance
                    for Possible Loan Losses

                	
                  17

                
	
                  4.8

                	
                  Absence
                    of Undisclosed Liabilities

                	
                  17

                
	
                  4.9

                	
                  Tax
                    Matters

                	
                  18

                
	
                  4.10

                	
                  Loans

                	
                  19

                
	
                  4.11

                	
                  Properties

                	
                  19

                
	
                  4.12

                	
                  Compliance
                    with Laws

                	
                  19

                
	
                  4.13

                	
                  Employee
                    Benefit Plans

                	
                  19

                
	
                  4.14

                	
                  Commitments
                    and Contracts

                	
                  20

                
	
                  4.15

                	
                  Labor

                	
                  21

                
	
                  4.16

                	
                  Material
                    Contracts Furnished

                	
                  21

                
	
                  4.17

                	
                  Material
                    Contracts

                	
                  21

                
	
                  4.18

                	
                  Material
                    Contract Defaults

                	
                  21

                
	
                  4.19

                	
                  Legal
                    Proceedings

                	
                  21

                
	
                  4.20

                	
                  Absence
                    of Certain Changes or Events

                	
                  22

                
	
                  4.21

                	
                  Reports

                	
                  22

                
	
                  4.22

                	
                  Accuracy
                    of Proxy Statement

                	
                  22

                
	
                  4.23

                	
                  Investments

                	
                  22

                
	
                  4.24

                	
                  Securities
                    Portfolio

                	
                  22

                
	
                  4.25

                	
                  Environmental
                    Matters

                	
                  22

                
	
                  4.26

                	
                  Best
                    Efforts

                	
                  23

                
	
                  4.27

                	
                  Conduct
                    of Business – Negative Covenants of Traders

                	
                  23

                
	
                  4.28

                	
                  Conduct
                    of Business – Affirmative Covenants of Traders

                	
                  24

                
	 4.29	CEO/CFO
                  Certification Checklist	26
	 4.30	Branch
                  Operations Certification	26
	 4.31	Termination
                  of "Trade-In Your Mortgage" Program	26


        

         

         

        
          
            
            

          

          
            iii

            
              

            

          

          Exhibit
            10.1 -
            continued

        


        
          	
                  Section
                    5.

                	
                  Indemnification
                    and Confidentiality

                	 
	 	 	 


        

        
          	
                  5.1

                	
                  Access
                    and Information

                	
                  27

                
	
                  5.2

                	
                  Furnishing
                    Information and Indemnification

                	
                  27

                
	
                  5.3

                	
                  Confidentiality

                	
                  28

                
	
                  5.4

                	
                  Updates
                    to Information

                	
                  28

                
	 	 	 
	 	 	 


        

        
          
            	
                    Section
                      6.

                  	
                    Conditions
                      Precedent

                  	 
	 	 	 


          

          
            	
                    (a)

                  	
                    Governmental
                      Approvals

                  	
                    29

                  
	
                    (b)

                  	
                    Shareholder
                      Approval

                  	
                    29

                  
	
                    (c)

                  	
                    Registration
                      Statement

                  	
                    29

                  
	
                    (d)

                  	
                    Affiliates

                  	
                    29

                  
	
                    (e)

                  	
                    No
                      Divestiture or Adverse Condition

                  	
                    30

                  
	
                    (f)

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

                  	
                    30

                  
	
                    (g)

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

                  	
                    30

                  
	
                    (h)

                  	
                    Opinion
                      of Counsel for Traders

                  	
                    30

                  
	
                    (i)

                  	
                    Opinion
                      of Counsel for Premier

                  	
                    32

                  
	
                    (j)

                  	
                    Less
                      than 20% Dissenters

                  	
                    33

                  
	
                    (k)

                  	
                    Tax
                      Ruling or Opinion Letter

                  	
                    34

                  
	
                    (l)

                  	
                    Absence
                      of Material Adverse Changes - Premier

                  	
                    34

                  
	
                    (m)

                  	
                    Absence
                      of Material Adverse Changes – Traders

                  	
                    34

                  
	(n)	Consent
                    of Lenders	34
	(o)	Financing	35
	(p)	No
                    Excess Parachute Payment	35
	(q)	Fairness
                    Opinion	35


          

          
            	 	 	 
	 	 	 
	
                    Section
                      7.

                  	
                    Closing
                      Date and Effective Time

                  	 
	 	 	 
	
                    7.1

                  	
                    Closing
                      Date

                  	
                    36

                  
	
                    7.2

                  	
                    Effective
                      Time

                  	
                    36

                  


          

          
            	 	 	 
	 	 	 
	
                    Section
                      8.

                  	
                    Termination
                      of Agreement

                  	 
	 	 	 
	
                    8.1

                  	
                    Grounds
                      for Termination

                  	
                    37

                  
	
                    8.2

                  	
                    Effect
                      of Termination

                  	
                    38

                  
	
                    8.3

                  	
                    Lost
                      Opportunity Costs

                  	
                    38

                  
	
                    8.4

                  	
                    Return
                      of Information

                  	
                    39

                  


          

          
            	 	 	 
	 	 	 
	
                    Section
                      9.

                  	
                    Waiver
                      and Amendment

                  	
                    40

                  
	 	 	 
	 	 	 
	
                    Section
                      10.

                  	
                    Meeting
                      of Shareholders of Traders

                  	
                    41

                  
	 	 	 
	 	 	 
	
                    Section
                      11.

                  	
                    Rights
                      of Dissenting Shareholders

                  	
                    42

                  
	 	 	 


          

           


          
            
              
              

            

            
              iv

              
                

              

            

            Exhibit
              10.1 -
              continued

          


          
            	
                    Section
                      12.

                  	
                    Indemnification

                  	 
	 	 	 
	
                    12.1

                  	
                    Indemnification

                  	
                    43

                  
	
                    12.2

                  	
                    Insurance

                  	
                    43

                  
	
                    12.3

                  	
                    Consolidation
                      or Merger

                  	
                    43

                  


          

          
            	
                    12.4

                  	
                    Survival

                  	
                    43

                  
	12.5	Regulatory Constraints 	43


          

          
            
              	 	 	 
	 	 	 
	
                      Section
                        13.

                    	
                      Operations
                        after the Closing Date

                    	 
	 	 	 
	13.1	Maintenance
                      of Existence	44
	
                      13.2

                    	
                      Employees
                        of Traders

                    	
                      44

                    
	
                      13.3

                    	
                      Severance

                    	
                      45

                    
	
                      13.4

                    	
                      Survival

                    	
                      46

                    


            

          

          
            
              	 	 	 
	 	 	 
	
                      Section
                        14.

                    	
                      Miscellaneous

                    	 
	 	 	 
	
                      14.1

                    	
                      Public
                        Announcements

                    	
                      46

                    
	
                      14.2

                    	
                      Brokers
                        and Finders

                    	
                      46

                    
	
                      14.3

                    	
                      Disclosed
                        In Writing

                    	
                      46

                    
	
                      14.4

                    	
                      Entire
                        Agreement

                    	
                      46

                    
	
                      14.5

                    	
                      Counterparts

                    	
                      46

                    
	
                      14.6

                    	
                      Invalid
                        Provisions

                    	
                      46

                    
	
                      14.7

                    	
                      Notices

                    	
                      46

                    
	
                      14.8

                    	
                      Headings

                    	
                      47

                    
	
                      14.9

                    	
                      Expenses

                    	
                      47

                    
	
                      14.10

                    	
                      Governing
                        Law

                    	
                      47

                    
	
                      14.11

                    	
                      No
                        Assignment

                    	
                      47

                    
	
                      14.12

                    	
                      Effectiveness
                        of Agreement

                    	
                      47

                    
	
                      14.13

                    	
                      Further
                        Acts

                    	
                      48

                    
	
                      14.14

                    	
                      Representations
                        and Warranties Not to Survive

                    	
                      48

                    
	
                      14.15

                    	
                      Individual
                        Directors

                    	
                      48

                    


            

             

          

        

      

    

    



    
      
        
        

      

      
        v

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    


    AGREEMENT
      OF MERGER

    


     

    THIS
      AGREEMENT OF MERGER (hereinafter
      sometimes referred to as the "Agreement”), made and entered into as of the
      27th day of
      November, 2007, by and between PREMIER FINANCIAL BANCORP INC. (“Premier”) and
      TRADERS BANKSHARES, INC. (“Traders”), and its directors, or a majority of
      them;

    


    W
      I T N E S S E T H:

     

    WHEREAS,
      Premier is a corporation duly
      organized and validly existing under the laws of the Commonwealth of Kentucky
      and a registered bank holding company, with its principal office and place
      of
      business located in the City of Huntington, County of Cabell and State of West
      Virginia, with authorized capital stock consisting of 10,000,000 common shares,
      no par value per share (“Premier Common Stock”), of which 5,237,899 shares are
      currently outstanding and 1,000,000 preferred shares, no par value per share,
      none of which are currently outstanding (“Premier Preferred Stock”);
      and

     

    WHEREAS,
      Traders is a corporation duly
      organized and validly existing under the laws of the State of West Virginia
      and
      a registered bank holding company, with its principal office and place of
      business located in Spencer, County of Roane, State of West Virginia, with
      authorized capital stock consisting of 360,000 common shares, par value $5.00
      (“Traders Common Stock”), of which 180,000 are currently outstanding;
      and

     

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

     

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

     

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

     

    WHEREAS,
      Premier has agreed to cause a
      new West Virginia corporation to be organized which shall be named TBI
      Acquisition Company, or such other name as Premier may determine (“Interim
      Company”), with its principal office and place of business to be located in
      Spencer, County of Roane, State of West Virginia, and all shares of its capital
      stock to be owned by Premier; and

     

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

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

    


    Section
      1.     Merger

     

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

     

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

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

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

     

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

    


    



    
      
        
        

      

      
        3

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    


    Section
      2.     Conversion, Exchange and Cancellation of
      Shares

     

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

    


    2.2           Stock
      Consideration and Cash Consideration.

    


    (a)           Each
      holder of a share of Traders Common Stock (other than those shares of Traders
      Common Stock for which appraisal rights have been perfected pursuant to the
      West Virginia Business Corporation Act), shall receive in respect thereof,
      subject to the limitations set forth in this Agreement, (i) 3.75 shares of
      Premier Common Stock (the “Stock Consideration”) and (ii) $50.00 cash, without
      interest (the “Cash Consideration”).  The Cash Consideration and the
      Stock Consideration are sometimes referred to herein collectively as the “Merger
      Consideration.”

     

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

     

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

     

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

     

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

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

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


    
      
        
        

      

      
        5

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    


    Section
      3.                      Representations,
      Warranties and Covenants of Premier

    


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

     

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

     

    3.2           Capital
      Structure.  The authorized capital stock of Premier consists of
      10,000,000 shares of Premier Common Stock, of which 5,237,899 shares are
      currently issued and outstanding and 1,000,000 shares of Premier Preferred
      Stock, none of which are currently issued and outstanding.  All of
      such shares are fully paid and non-assessable.  Premier does not have
      any other shares of Premier Common Stock or Premier Preferred Stock or any
      other
      capital stock issued or outstanding.  Premier does not have any
      outstanding subscriptions, options or other agreements or commitments obligating
      it to issue shares of its capital stock except that (i) Premier has
      reserved 511,000 shares of Premier Common Stock to be issued upon the exercise
      of stock options granted to certain Premier employees and (ii) Premier has
      entered into or will enter into an Agreement of Merger with Citizens First
      Bank,
      Inc., a West Virginia state banking corporation (“Citizens First”) in which
      Premier intends to purchase each of Citizens First 400,000 shares of common
      stock for the following consideration: (x) 1.20 shares of Premier Common Stock
      and (y) an amount of cash, without interest, determined by taking the
      volume-weighted average of the closing price of Premier Common Stock for the
      five (5) trading days ending with the fifth business day before the effective
      time of Premier/Citizens First merger multiplied by 1.20 and subtracting that
      sum from $29.25.  In no event, however, shall the cash to be paid per
      share of Citizens First exceed $13.25.

     

    As
      of September 30, 2007 152,417 option grants for Premier Common Stock were
      outstanding, of which 85,764 were immediately exercisable.  Neither
      the holders of Premier Common Stock or Premier Preferred Stock have any
      preemptive rights with respect to the issuance of additional authorized shares
      of Premier Common Stock.  Nothing in this Agreement shall prohibit or
      impair the ability and right of Premier to increase its authorized capital
      stock, or issue or agree to commit to issue additional shares of its capital
      stock, and any increase in authorized capital stock, or issuance, or agreement
      or commitment to issue, additional shares of Premier Common Stock (other than
      an
      issuance, or agreement or commitment to issue, resulting from a stock dividend,
      stock split, or reverse stock split) shall not alter or affect the Merger
      Consideration set forth in Section 2.2 hereof.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

    


    (a)        Premier
      State Banks:

    


    Citizens
      Deposit Bank and Trust,
      Inc.;

    Farmers
      Deposit Bank, Eminence,
      Kentucky;

    Ohio
      River Bank, Inc.;

    First
      Central Bank, Inc.;
      and

    Boone
      County Bank, Inc.

    


    hereinafter
      referred to as “Premier State Banks”.

    


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

    


    Mt.
      Vernon Financial Holdings,
      Inc.

    


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

    


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

    


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

     

    Each
      of the Premier State Banks is a
      banking corporation, duly organized, validly existing under the laws of either
      the State of West Virginia or Ohio, or the Commonwealth of Kentucky, and has
      the
      corporate power and is duly authorized to own all of its properties and assets
      and to carry on its business as is now being conducted.  The Premier
      Non-Bank Subsidiary is a corporation, validly existing under the laws of the
      Commonwealth of Kentucky, and has the corporate power and is duly authorized
      to
      own all of its properties and assets and to carry on its business as is now
      being conducted.  Premier owns all of the issued and outstanding
      capital stock of each of the Premier Subsidiaries, free and clear of any liens,
      claims, security interest, encumbrances, charges or rights of third parties
      of
      any kind whatsoever, except that (i) all Premier’s 100% interest in Boone County
      Bank is pledged as collateral for a $7,000,000 loan from First Guaranty Bank
      of
      Hammond, Louisiana and (ii) all of Premier’s 100% interest in Farmers Deposit
      Bank and Citizens Deposit Bank are pledged as collateral for a $6,500,000 loan
      and a $3,500,000 line of credit from The Bankers’ Bank of Kentucky, Inc. of
      Frankfort, Kentucky.

     

    As
      stated above, Premier has previously
      entered into or intends to enter into an agreement to acquire Citizens
      First.  Citizens First is a state banking corporation duly organized,
      validly existing and in good standing under the laws of West
      Virginia.  The authorized capital stock of Citizens First Bank
      consists of 750,000 shares of common stock, of which 400,000 shares are issued
      and outstanding.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

    3.6           Allowance
      for Possible Loan Losses.  The allowance for possible loan losses
      shown on the Consolidated Balance Sheet of Premier as of December 31, 2006, and
      September 30, 2007, has been established and is adequate in all material
      respects under the requirements of generally accepted accounting principles
      to
      provide for possible losses, net of recoveries relating to loans previously
      charged off, on loans outstanding (including accrued interest receivable) as
      of
      December 31, 2006.

     

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

     

    3.8           Absence
      of Undisclosed Liabilities.  At December 31, 2006, and September
      30, 2007, none of Premier or the Premier Subsidiaries had any obligation or
      liability (contingent or otherwise) which was material, or which when combined
      with all similar obligations or liabilities would have been material, to Premier
      (i) except as disclosed in the Premier Financial Statements or as disclosed
      to
      Traders in writing and (ii) except, in the case of any of the Premier Banks,
      for
      unfunded loan commitments made in the ordinary course of their respective
      businesses and consistent with generally accepted banking practices; nor does
      there exist a set of circumstances resulting from transactions effected or
      events occurring on or prior to December 31, 2006, or from any action omitted
      to
      be taken during such period that, to the knowledge of Premier, could reasonably
      be expected to result in any such material obligation or liability, except
      as
      previously disclosed to Traders in writing, or as disclosed or provided for
      in
      the Premier Financial Statements.  The amounts set up as liabilities
      for taxes in the Premier Financial Statements are sufficient for the payment
      of
      all respective taxes (including, without limitation, federal, state, local
      and
      foreign excise, franchise, property, payroll, income, capital stock and sales
      and use taxes) accrued in accordance with generally accepted accounting
      principles and unpaid at December 31, 2006.  Since December 31, 2006,
      none of Premier or the Premier Subsidiaries has incurred or paid any obligation
      or liability which would be material (on a consolidated basis) to Premier,
      except for obligations incurred or paid in connection with transactions by
      it in
      the ordinary course of its business consistent with generally accepted banking
      practices and except as disclosed herein.

     

    3.9           Tax
      Matters.

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

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

    


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

     

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

     

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

     

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

     

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

     

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

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

    


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

     

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

     

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

     

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

     

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

     

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

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

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

     

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

     

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

     

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

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

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

     

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

     

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

     

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

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

    


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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
         

      

      
        15

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

    

     

    Section
      4.     Representations, Warranties and Covenants
      of Traders.

    


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

    


    4.1           Organization,
      Standing and Authority.  Traders is a corporation duly organized,
      validly existing and in good standing under the laws of the State of West
      Virginia, and is a duly registered, and is a duly registered bank holding
      company under the provisions of the Bank Holding Company Act of 1956, as
      amended.  Traders has the corporate power to execute and deliver this
      Agreement, and has taken all action required by law, its Articles of
      Incorporation, its By-laws or otherwise, to authorize such execution and
      delivery, the Merger and the consummation of the transactions contemplated
      hereby, and this Agreement is a valid and binding agreement of Traders in
      accordance with its terms, subject only to the requirement of ratification,
      confirmation and approval by Traders’ shareholders.  At the Effective
      Time, Traders and its subsidiary bank will have corporate power to carry on
      its
      business as then to be conducted and will be qualified to do business in every
      jurisdiction in which the character and location of the assets to be owned
      by it
      or the nature of the business to be transacted by it require
      qualification.

     

    4.2           Capital
      Structure.  The authorized capital stock of Traders consists of
      360,000 shares of Traders Common Stock, par value of $5.00 per share, of which
      180,000 shares are issued and outstanding.  Traders does not have any
      subscriptions, options, warrants, calls, or other agreements or commitments,
      of
      any kind relating to or obligating it to issue any shares of its capital
      stock.  Further, there are no securities outstanding which are
      convertible into capital stock of Traders.  None of the shares of
      Traders Common Stock has been issued in violation of any preemptive rights
      of
      shareholders.

     

    4.3           Subsidiary.  Traders
      has one subsidiary:  Traders Bank, Inc. (hereinafter the “Traders’
Subsidiary Bank”).  Traders will not organize or acquire any other
      subsidiaries prior to the Effective Time of the Merger without the written
      consent of the President of Premier.

     

    The
      Traders’ Subsidiary Bank is a
      banking corporation, duly organized, validly existing under the laws of the
      State of West Virginia, and has the corporate power and is duly authorized
      to
      own all of its properties and assets and to carry on its business as is now
      being conducted.  Traders owns all of the issued and outstanding
      capital stock of the Traders’ Subsidiary Bank, free and clear of any liens,
      claims, security interest, encumbrances, charges or rights of third parties
      of
      any kind whatsoever.

     

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

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

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

     

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

     

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

     

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

     

    4.7           Allowance
      for Possible Loan Losses.  The allowances for possible loan losses
      shown on the Consolidated Balance Sheet of Traders and Traders Subsidiary Bank
      as of December 31, 2006 and September 30, 2007, have been established and are
      adequate in all material respects under the requirements of generally accepted
      accounting principles to provide for possible losses, net of recoveries relating
      to loans previously charged off, on loans outstanding (including accrued
      interest receivable) as of December 31, 2006 and September 30, 2007,
      respectively.

     

    4.8           Absence
      of Undisclosed Liabilities.  At December 31, 2006 and
      September 30, 2007, neither Traders nor the Traders’ Bank Subsidiary
      had any obligation or liability (contingent or otherwise) which was material,
      or
      which when combined with all similar obligations or liabilities would have
      been
      material, to Traders (i) except as disclosed in the Traders Financial Statements
      or as previously disclosed to Premier in writing; and (ii) except, in the case
      of Traders’ Subsidiary Bank any unfunded loan commitments made in the ordinary
      course of its business and consistent with generally accepted banking practices;
      nor does there exist a set of circumstances resulting from transactions effected
      or events occurring on or prior to December 31, 2006, or from any action omitted
      to be taken during such period that, to the knowledge of Traders, could
      reasonably be expected to result in any such material obligation or liability,
      except as previously disclosed to Premier in writing, or as disclosed or
      provided for in the Traders Financial Statements.  The amounts set up
      as liabilities for taxes in the Traders Financial Statements are sufficient
      for
      the payment of all respective taxes (including, without limitation, federal,
      state, local and foreign excise, franchise, property, payroll, income, capital
      stock and sales and use taxes) accrued in accordance with generally accepted
      accounting principles and unpaid at December 31, 2006 and September 30,
      2007.  Since December 31, 2006, neither Traders nor Traders’
Subsidiary Bank has incurred or paid any obligation or liability which would
      be
      material to Traders, except for obligations incurred or paid in connection
      with
      transactions by it in the ordinary course of its business consistent with
      generally accepted banking practices and except as disclosed
      herein.

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

    4.9           Tax
      Matters. 

     

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

     

    (b)           Neither
      Traders nor the Traders’ Subsidiary Bank has executed an extension or waiver of
      any statute of limitations on the assessment or collection of any tax due that
      is currently in effect.

     

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

     

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

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

     (a)           Except
      for liabilities to the Pension Benefit Guaranty Corporation pursuant to Section
      4007 of ERISA, all of which have been fully paid, and except for liabilities
      to
      the Internal Revenue Service under Section 4971 of the Internal Revenue Code
      of
      1954, if any, all of which have been fully paid, neither Traders nor Traders’
Subsidiary Bank has any liability to the Pension Benefit Guaranty Corporation
      or
      to the Internal Revenue Service with respect to any pension plan qualified
      under
      Section 401 of the Internal Revenue Code of 1954.

     

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

     

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

     

    (d)           Neither
      Traders nor the Traders’ Subsidiary Bank is a party to any multiemployer pension
      plan as defined in Section 414(f) of the Code and Section 3(37) of
      ERISA.

     

    4.14           Commitments
      and Contracts.  Except as previously disclosed in writing to
      Premier, neither Traders nor the Traders’ Subsidiary Bank is a party or subject
      to any of the following (whether written or oral, express or
      implied):

     

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

     

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

     

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

     

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

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

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

     

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

     

    4.17           Material
      Contracts.  Except as previously disclosed to Premier in writing
      and except as is otherwise provided in this Agreement, neither Traders nor
      Traders’ Subsidiary Bank or any of their respective assets, businesses or
      operations is, as of the date hereof, a party to, or is bound or affected by,
      or
      receives benefits under, (i) any material agreement, arrangement or commitment
      not cancellable by it without penalty, other than agreements, arrangements
      or
      commitments entered into in the ordinary course of its business and negotiated
      on an arms-length basis, or (ii) any material agreement, arrangement or
      commitment relating to the employment, election or retention in office of any
      director or officer other than agreements, arrangements or commitments entered
      into in the ordinary course of its business and negotiated on an arms-length
      basis.

     

    4.18           Material
      Contract Defaults.  Neither Traders nor the Traders’ Subsidiary
      Bank is in default in any material respect under any material contract,
      agreement, commitment, arrangement, lease, insurance policy or other instrument
      to which it is a party or by which its respective assets, business or operations
      may be bound or affected or under which it or its respective assets, business
      or
      operations receive benefits, and there has not occurred any event which with
      the
      lapse of time or the giving of notice or both would constitute such a default,
      except as previously disclosed to Premier in writing.

     

    4.19           Legal
      Proceedings.  Except as previously disclosed to Premier by Traders
      in writing, there are no actions, suits or proceedings instituted or pending,
      or
      to the best knowledge of Traders threatened (or unasserted but considered
      probable of assertion and which if asserted would have at least a reasonable
      probability of an unfavorable outcome), including eminent domain proceedings,
      against or relating to Traders or the Traders’ Subsidiary Bank, or against any
      property, asset, interest or right of Traders or the Traders’ Subsidiary Bank,
      that could have a material and adverse effect on the condition (financial or
      other, present or prospective), business, properties, assets, operations,
      liabilities or prospects of Traders or the Traders’ Subsidiary Bank, or that
      threaten or would impede the consummation of the transactions contemplated
      by
      this Agreement.  Neither Traders nor the Traders’ Subsidiary Bank is a
      party to any agreement or instrument or subject to any charter or other
      corporate restriction or any judgment, order, writ, injunction, stay, decree,
      rule, regulation, code or ordinance that threatens or might impede the
      consummation of the transactions contemplated by this Agreement.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

    4.20           Absence
      of Certain Changes or Events.  Since December 31, 2006, neither
      Traders nor the Traders’ Subsidiary Bank has:  (i) incurred any
      material liability, except in the ordinary course of its business, consistent
      with generally acceptable banking practice and except as permitted pursuant
      to
      this Agreement; (ii) suffered any material adverse change in its business,
      operations, assets or condition (financial or other); or (iii) failed to operate
      its business consistent with generally acceptable banking practice.

     

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

     

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

     

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

     

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

     

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

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

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

    


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

    


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

    


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

     

    (d)           Declare
      or pay any dividends or other distributions on any shares of common stock,
      except for regular quarterly dividends not to exceed Twenty-Five Cents ($0.25)
      per share.

     

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

     

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

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

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

     

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

     

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

     

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

    


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

     

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

     

    (b)           Except
      as specifically required herein, subsequent to the date of this Agreement and
      prior to the Effective Time it will operate its business only in the normal
      course and manner.

     

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

    


    
      	
               

            	
              (1)

            	
              Any
                new loan, or renewal of an existing loan, that totals $200,000 or
                greater;
                or

            


    

    


    
      	
               

            	
              (2)

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

            


    

     

    
 

    
      
        
        

      

      
        24

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

    Any
      objections by Premier to proposed loans reviewed hereunder will be made in
      writing to Traders’ Subsidiary Bank within forty-eight (48) hours of receipt by
      Premier of the information provided hereunder.

     

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

     

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

     

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

     

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

     

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

     

    (i)           Subsequent
      to the date of this Agreement and prior to the Effective Time, Traders and
      the
      Traders’ Subsidiary Bank shall take all steps necessary and appropriate
      to:

    


    
      	
               

            	
              (1)

            	
              Terminate
                pursuant to the terms thereof any and all employment contracts to
                which
                either Traders or the Traders’ Subsidiary Bank is a
                party.

            


    

    


    
      	
               

            	
              (2)

            	
              Terminate
                any defined benefit plan to which either Traders or the Traders’
                Subsidiary Bank is a party; provided, however, that if all
                appropriate steps are taken for termination and the defined benefit
                plan
                is frozen, the actual termination of any defined benefit plan need
                not be
                accomplished prior to, or at,
                Closing.

            


    

    


    
      	
               

            	
              (3)

            	
              Terminate
                any and all deferred compensation plans to which either Traders or
                the
                Traders’ Subsidiary Bank is a party; provided, however, that
                liability for accrued but unpaid deferred compensation shall remain
                on the
                balance sheet of Traders.

            


    

    


    
      	
               

            	
              (4)

            	
              Terminate
                any and all employee “carve-out life insurance” benefit
                plans.

            


    

     

    
 

    
      
        
        

      

      
        25

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

    Premier
      acknowledges and agrees that termination of the employee benefit plans, as
      required by this section, will require the payment of cash and/or other
      consideration to affected employees, in accordance with the terms thereof and
      applicable law.

    


     (j)           Promptly
      advise Premier prior to the institution of any new mortgage program by Traders’
Subsidiary Bank.

     

    4.29           CEO/CFO
      Certification Checklist.    The CEO/CFO Certification
      checklist completed by Traders prior to the execution of this Agreement is
      true
      and correct in all respects and a new true and accurate CEO/CFO Certification
      checklist will be executed prior to the Effective Date.

     

    4.30           Branch
      Operations Certification.    The Branch Operations
      Certification for each branch of Traders’ Subsidiary Bank completed prior to the
      execution of this Agreement is true and correct in all respects and a new true
      and accurate Branch Operations Certification for each branch will be executed
      prior to the Effective Date.

    


    4.31           ”Trade-In
      Your Mortgage” Program.  Traders’ Subsidiary Bank has ceased
      offering the 5.99% APR “Trade-In Your Mortgage” program.

    


    



    
      
        
        

      

      
        26

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    


    Section
      5.     Indemnification and
      Confidentiality

     

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

     

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

    


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

     

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

     

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

     

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

     

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

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

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


    
      
        
        

      

      
        28

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    


    Section
      6.     Conditions Precedent

    


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

     

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

     

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

    


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

     

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

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

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

     

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

     

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

    


    
      	
               

            	
              (1)

            	
              Traders
                is a corporation duly organized, validly existing and in good standing
                under the laws of the State of West Virginia, is a bank holding company
                under the Bank Holding Company Act of 1956 and is duly authorized
                to own
                its properties and to conduct its business as then being
                conducted.

            


    

    


    
      	
               

            	
              (2)

            	
              Traders’
                Subsidiary Bank is a banking corporation validly existing and in
                good
                standing under the laws of the State of West Virginia and is duly
                authorized to own its properties and to conduct its business as then
                being
                conducted.

            


    

     

    
 

    
      
        
        

      

      
        30

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

    
      	
               

               

            	
              (3)

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

            


    

    


    
      	
               

            	
              (4)

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

            


    

    


    
      	
               

            	
              (5)

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

            


    

    


    
      	
               

            	
              (6)

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

            


    

    


    
      	
               

            	
              (7)

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

            


    

     

    
 

    
      
        
        

      

      
        31

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

    
      	
               

            	
              (8)

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

            


    

    


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

    


    
      	
               

            	
              (1)

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

            


    

    


    
      	
               

            	
              (2)

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

            


    

    


    
      	
               

            	
              (3)

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

            


    

    


    
      	
               

            	
              (4)

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

            


    

     

    
 

    
      
        
        

      

      
        32

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

    
      	
               

            	
              (5)

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

            


    

    


    
      	
               

            	
              (6)

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

            


    

    


    
      	
               

            	
              (7)

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

            


    

    


    
      	
               

            	
              (8)

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

            


    

    


    
      	
               

            	
              (9)

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

            


    

     

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

    


    
      
        
        

      

      
        33

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

    


    
      	
               

            	
              (1)

            	
              The
                Merger will constitute and qualify as a reorganization within the
                meaning
                of Sections 368 of the Internal Revenue Code and Traders, Surviving
                Company and Premier will each qualify as “a party to a reorganization” as
                that term is defined in the Internal Revenue
                Code;

            


    

    


    
      	
               

            	
              (2)

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

            


    

    


    
      	
               

            	
              (3)

            	
              No
                gain or loss will be recognized by Premier, Traders, or Surviving
                Company
                by reason of the Merger; and

            


    

    


    
      	
               

            	
              (4)

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

            


    

     

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

     

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

     

    (n)           Consent
      of Lenders.   Premier shall have received the consents of
      First Guaranty Bank of Hammond, Louisiana and The Bankers’ Bank of Kentucky,
      Inc. of Frankfort, Kentucky as may be required by those loan agreements entered
      into by Premier with First Guaranty Bank and The Bankers’ Bank of Kentucky, as
      identified in Section 3.3 on or before midnight on the forty-fifth (45th) day following
      the
      date of this Agreement.  Premier shall use its best efforts to obtain
      such consents.  In the event that this Agreement is terminated because
      such consents are not available, Premier shall reimburse Traders and Traders’
Bank Subsidiary for their out-of-pocket costs with respect to this Agreement
      (not to exceed Seventy Five Thousand Dollars ($75,000)) and the transactions
      contemplated herein.

    


    
      
        
        

      

      
        34

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

    (o)           Financing.    Premier
      shall have received a loan commitment on or before midnight on the forty-fifth
      (45th) day
      following the date of this Agreement sufficient to fund the Cash Consideration
      from either The Bankers’ Bank of Kentucky or First Guaranty Bank on terms and
      conditions reasonably satisfactory to Premier for the Cash
      Consideration.  Premier shall use its best efforts to obtain such
      financing.  In the event that this Agreement is terminated because
      such financing is not available from The Bankers’ Bank of Kentucky, First
      Guaranty Bank, or another lender, Premier shall reimburse Traders and Traders’
Bank Subsidiary for their out-of-pocket costs with respect to this Agreement
      (not to exceed Seventy Five Thousand Dollars ($75,000)) and the transactions
      contemplated herein.

    


    (p)           No
      Excess Parachute Payment.    As a result, directly or
      indirectly, of the transactions contemplated by this Agreement (including,
      without limitation, as a result of any termination of employment prior to or
      following the Effective Time), neither Premier, Traders nor the Traders’
Subsidiary Bank will be obligated to make a payment that would be characterized
      as an “excess parachute payment” to an individual who is a “disqualified
      individual” (as such terms are defined in Section 280G of the Internal Revenue
      Code), without regard to whether such payment is reasonable compensation for
      personal services performed or to be performed in the future.

    


    (q)           Fairness
      Opinion.  Traders shall have received an opinion from its
      financial advisor, Baxter Fentriss and Company, that the Merger Consideration
      is
      fair, from a financial point of view, to the shareholders of
      Traders.


    
      
          

      

      
        35

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    


    Section
      7.     Closing Date and Effective
      Time

     

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

     

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


    
      
           

      

      
        36

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    


    Section
      8.     Termination of Agreement

     

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

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i)           By
      either Traders or Premier, if the Closing does not occur on or before April
      30,
      2008 unless extended by mutual agreement in writing; or

    


    (j)           By
      Traders by giving written notice thereof to Premier during the five day period
      (“Election Period”) ending two business days prior to the Closing Date, if the
      volume weighted average of the daily closing price per share of Premier Common
      Stock for the five trading days ending with the tenth trading day prior to
      the
      Closing Date (“Closing Price”) is less than $11.20, unless Premier by giving
      written notice to Traders after having received a termination notice from
      Traders, at its option, increases the Stock Consideration to a sufficient ratio
      such that Traders shareholders receive shares of Premier Common Stock which
      are
      the equivalent to at least $42.00, based upon the Closing Price and the total
      Merger Consideration being received by Traders shareholders is equal to at
      least
      $92.00 per share; or

    


    
      
        
        

      

      
        37

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

    (k)           By
      Premier by giving written notice thereof to Traders during the Election Period
      if the Closing Price is more than $16.80, unless Traders by giving written
      notice to Premier after having received a termination notice from Premier,
      at
      its option, decreases the Stock Consideration to a sufficient ratio such that
      Traders shareholders receive shares of Premier Common Stock which are the
      equivalent to, at the greatest, $63.00 based upon the Closing Price and the
      total Merger Consideration being received by Traders’ shareholders is equal to,
      at the greatest, $113.00 per share.

     

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

     

    8.3.           Lost
      Opportunity Costs.

     

    (a)           Traders
      shall pay promptly to Premier a cancellation fee of $500,000 (the “Termination
      Fee”) if a Triggering Event (as defined in Section 8.3(b) below) has occurred;
      provided that Premier has not breached in any material respect the obligations
      of Premier contained in this Agreement.  The Termination Fee shall be
      payable in immediately available funds.

    


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

    


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

    


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

     

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

     

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

    


    
      
        
        

      

      
        38

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

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

     

    (B)           pursuant
      to an offer or negotiations initiated or commenced while this Agreement is
      in
      effect, either:  (a) within 6 months following the date hereof,
      Traders announces or enters into a contract for a transaction with any person
      or
      group of persons relating to a merger or other business combination involving
      Traders or the sale or other disposition of a majority of the assets of, or
      equity interest in, Traders other than a transaction pursuant to which Traders
      is the surviving corporation and the shareholders of Traders are the owners
      of a
      majority of the stock of the surviving corporation subsequent to the transaction
      (an “Acquisition Transaction”) and such transaction is consummated within 12
      months following the date hereof; (b) within 12 months following the date
      hereof, a tender or exchange offer is commenced by any person or group of
      persons to acquire equity securities of Traders if, after giving effect to
      such
      offer, such person or group would own or have the right to acquire a majority
      equity interest in Traders (a “Tender Offer”), and such equity interest is
      acquired pursuant to such Tender Offer within 18 months following the date
      hereof.

     

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

     

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


    
      
        
        

      

      
        39

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    


    Section
      9.     Waiver and Amendment

     

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

    



    
      
        
        

      

      
        40

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    


    Section
      10.     Meeting of Shareholders of
      Traders

     

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

    



    
      
        
        

      

      
        41

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    

     

    Section
      11.     Rights of Dissenting
      Shareholders

     

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


    
      
        
        

      

      
        42

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    


    Section
      12.  Indemnification

    


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

     

    12.2           Insurance.  For
      a period of six (6) years from the Closing Date, Premier shall use its
      reasonable best efforts to provide director’s and officer’s liability insurance
      for the present and former officers and directors of Traders and Traders’
Subsidiary Bank with respect to claims against such directors and officers
      arising from facts or events which occurred before the Closing Date, which
      insurance shall contain at least the same coverage and amounts, and contain
      terms and conditions no less advantageous, as coverage currently being provided
      by Traders, but in no event shall the premium for said coverage exceed
      $78,000  Alternatively, Traders, at its option, may purchase the
      coverage provided for in this Section 12.2 prior to Closing for a premium not
      to
      exceed $78,000.

     

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

     

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

     

    12.5           Regulatory
      Constraints.  The indemnification provided for herein is subject
      in all respects to any applicable legal and regulatory limitations and
      prohibitions for indemnification of officers and directors of a financial
      institution; provided, however, that for any indemnification which
      is permissible with the approval of one or more regulatory agencies, Premier
      shall use reasonable efforts to obtain all of such approvals.

    



    
      
        
        

      

      
        43

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    


    Section
      13.   Operations after the Closing Date

     

    13.1           Maintenance
      of Existence.  For a period of at least one year after the Closing
      Date, if and as permitted by regulatory authorities, all locations of Trader’s
      Banking Subsidiary shall utilize signage and a trade name which uses in some
      form the name “Traders”.  For a period of at least two years after the
      Closing Date, if Trader’s Banking Subsidiary is merged with any other subsidiary
      of Premier, Premier shall appoint to the board of directors of the surviving
      entity of such merger such number of directors from the current board of
      directors of Traders as of the date hereof, or if an insufficient number of
      current directors is available, from the Spencer, West Virginia area to ensure
      that at least fifty percent (50%) of the board of directors of such surviving
      entity are from the Spencer, West Virginia area.

     

    13.2           Employees
      of Traders.  Premier shall consider the current employees of Traders
      and Traders’ Subsidiary Bank for employment after the Closing
      Date.  Premier agrees that those employees of Traders and the Traders’
Subsidiary Bank who become employees of Premier or its subsidiaries on the
      Closing Date (Traders employees), while they remain employees of Premier or
      its
      subsidiaries after the Closing Date, will be provided with benefits under
      employee benefit plans during their period of employment which are no less
      favorable in the aggregate than those provided by Premier to similarly situated
      employees of Premier and its subsidiaries, except as provided
      herein.  Premier and Traders agree that all employees of Traders and
      Surviving Bank at the Effective Time shall be considered “at will” employees and
      no employment contracts between Traders or Traders’ Subsidiary Bank and any of
      their employees will extend beyond the Effective Time.  Except as
      hereinafter provided, as of the Closing Date, in the event of termination or
      amendment of any employee benefit and welfare plan in which Traders employees
      are eligible to participate, (i) such plans will take into account for purposes
      of eligibility, participation, vesting and benefit accrual (except that there
      shall not be any benefit accrual for past service under any qualified defined
      benefit pension plans), the service of such employees with Traders or the
      Traders’ Subsidiary Bank as if such service were with Premier and its
      subsidiaries; (ii) provided Traders or the Traders’ Subsidiary Bank employee is
      currently covered under Traders’ medical and/or health plan at Closing Date,
      Traders or the Traders’ Subsidiary Bank employees will not be subject to any
      waiting periods or preexisting condition limitations under any medical, dental
      or health plans of Premier or its subsidiaries in which they are eligible to
      participate and may participate, except that Traders or the Traders’ Subsidiary
      Bank employees hired within 90 days prior to the Closing Date will be subject
      to
      the waiting periods, preexisting  condition limitations, and/or
      eligibility requirements of Premier’s benefit plans calculated using the Traders
      or the Traders’ Subsidiary Bank’s date of hire; (iii) Traders or the Traders’
Subsidiary Bank employees will retain credit for unused sick leave and vacation
      play which has been accrued as of the Closing Date; and (iv) for purposes of
      determining the entitlement of Traders or the Traders’ Subsidiary Bank employees
      to sick leave and vacation pay following the Closing Date, the service of such
      employees with the Traders or the Traders’ Subsidiary Bank shall be treated as
      if such service were with Premier and its
      subsidiaries.  Notwithstanding anything else to the contrary,
      employees of Traders and Traders’ Subsidiary Bank who are eligible for four (4)
      weeks’ paid vacation as of the date hereof shall continue to be eligible to
      receive four (4) weeks’ paid vacation during their employment after the
      Closing.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

    13.3           Severance. 
      Premier agrees that each Traders or the Traders’ Subsidiary Bank employee who is
      involuntarily terminated (other than for cause for actions arising after the
      Closing Date) within twelve (12) months of the Closing Date, shall receive,
      upon
      execution of an appropriate full release, a severance payment equal to one
      (1)
      week of base pay (at the rate in effect on the termination date) for each year
      of service at Traders or the Traders’ Subsidiary Bank (with credit for partial
      years of service), with a minimum payment equal to four (4) weeks of base pay
      and a maximum payment equal to eight (8) weeks of base pay, except for employees
      with twenty five (25) or more years of service, whose maximum payment shall
      be
      equal to ten (10) weeks of base pay.

     

    “Cause”
as
      used in this Agreement shall
      mean embezzlement, personal dishonesty causing injury to Traders, the Traders’
Subsidiary Bank, Premier or any Premier State Bank, gross personal misconduct
      which is repetitive and results in a decline in the net worth of Traders, the
      Traders’ Subsidiary Bank, Premier or any Premier State Bank, breach of a
      fiduciary duty involving personal profit, conviction of a felony involving
      personal dishonesty, knowing and willful failure to perform duties, intentional
      injury to Traders, the Traders’ Subsidiary Bank, Premier or any Premier State
      Bank, gross incompetence, or any material breach of any term or condition of
      employment.

    


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


    
      
        
        

      

      
        45

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    


    Section
      14.     Miscellaneous

     

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

     

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

     

    14.3           Disclosed
      In Writing.  As used in this Agreement, the phrase “disclosed in
      writing” shall mean disclosed or delivered prior to or within 20 days after, the
      date of this Agreement by means of a writing describing in reasonable detail
      the
      matters contained therein and delivered in accordance with Section 14.7
      hereof.  For purposes of this Agreement, anything appearing,
      contained, disclosed or described (i) in any Premier Financial Statement or
      Traders Financial Statement (including the notes thereto), (ii) in any call
      report or similar periodic report furnished to the Federal Deposit Insurance
      Corporation, the Office of the Comptroller of the Currency, the Federal Reserve
      Board or the West Virginia Department of Banking, or (iii) in any periodic
      report or other document filed with the Securities and Exchange Commission
      (including, but not limited to, Forms 8-K, Forms 10-K, Forms 10-Q, Annual
      Reports, and proxy statements) by either of Premier or Traders, shall be deemed
      to be previously disclosed.

     

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

     

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

     

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

     

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

    



    
      
        
        

      

      
        46

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    


    TO
      TRADERS:

    Gary
      L. Brown, President and Chief Executive Officer

    Traders
      Bankshares, Inc.

    303
      Main Street

    Spencer,
      West Virginia    25276

    


    with
      a copy
      to:              Charles
      D. Dunbar, Esquire

    Jackson
      Kelly PLLC

    1600
      Laidley Tower (Zip
      25301)

    P.O.
      Box 553

    Charleston,
      West Virginia
      25322

    


    TO
      PREMIER:             Robert
      Walker, President and Chief Executive Officer

    Premier
      Financial Bancorp,
      Inc.

    2883
      Fifth Avenue

    Huntington,
      West Virginia
      25301

    


    with
      a copy
      to:              Thomas
      J. Murray, Esquire

    Daniel
      J. Konrad, Esquire

    Huddleston
      Bolen LLP

    P.
      O. Box 2185

    Huntington,
      West
      Virginia  25722

    


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

     

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

     

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

     

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

     

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

     

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

    


    
      
        
        

      

      
        47

        
          

        

      

      
        
          Exhibit
            10.1 -
            continued

        

      

       

    

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

     

    14.14                      Representations
      and Warranties Not to Survive.  Except for the representations and
      warranties contained in Sections 5, 8.3, 12, 13, 14.9 and 14.15, the
      representations and warranties included or provided in this Agreement shall
      not
      survive the Effective Time.

     

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

     

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

    


    PREMIER
      FINANCIAL BANCORP,
      INC.

    


    By
_/s/
      Robert W.
      Walker______________________

    Robert
      Walker, President and Chief
      Executive Officer

    


    ATTEST:

    


    _/s/
      Toney K. Adkins________________

    Toney
      K. Adkins,

    Assistant
      Secretary


    
      
          

      

      
        48

        
          

        

      

      
        Exhibit
          10.1 -
          continued

      

    


    TRADERS
      BANKSHARES, INC.

    


    By
_/s/
      Gary L.
      Brown______________________

    Gary
      L. Brown, President
      and

    Chief
      Executive Officer

    


    ATTEST:

    _/s/
      David F. Boothe____________________

    David
      Boothe, Secretary

    
 

    The
      following Directors of Traders

    Bankshares,
      Inc. do hereby join in the

    foregoing
      Agreement to evidence their consent

    and
      agreement thereto:

    


    _/s/
      C. I. McKown, II___________________

    _C.
      I. McKown, II____________, Director

    


    


    _/s/
      John M. Denbigh ___________________

    _John
      M. Denbigh ____________, Director

    
 

    _/s/
      Doug Bentz        
___________________

    _Doug
      Bentz     ______________, Director

    


    


    _/s/
      Wayne Harris____        
_____________

    _Wayne
      Harris_     ___________, Director

    


    


    _/s/
      Samuel P.
      Sommrville_                         
__

    _Samuel
      P. Sommerville___ ____, Director

    


    


    _/s/
      Fred C. Hardman___________________

    _Fred
      C. Hardman___________, Director

    


    


    _/s/
      Kay Cottrell_______________________

    _Kay
      Cottrell_______________, Director

    


    


    _/s/
      Gary L. Brown_____________________

    _Gary
      L. Brown_____________, Director

    


    


     

     

    
      49