pfbiexhibit10-1.htm


    Exhibit
      10.1

    MODIFICATION
      AND EXTENSION AGREEMENT

                                                        Note
      #UNFUNDED

     

    This
      MODIFICATION AND EXTENSION AGREEMENT (the “Agreement”) is made
      this 9th day of November
      the year 2007 by and
      between:

     

                        THE
      BANKERS’ BANK OF KENTUCKY

                        107
      Progress Drive

                        
      P.O. Box 713

                            Frankfort,
      Ky.
      40601                                       (“Lender”)

    And

       
                          PREMIER
      FINANCIAL BANCORP, INC.

                        2883
      5TH
      Avenue

                        Huntington,
      WV
      25702                                  (“Borrower”)

    
    Whereas,
      Borrower is indebted to Lender as of the date hereof in the amount of $0.00 evidenced by a promissory note from Borrower
      to Lender
      in the original face amount of three million five hundred
      thousand and 00/100 ($3,500,000.00), dated November
      10, 2006 (the “Note”), which is secured by 559,800
      shares of Citizens Deposit Bank & Trust (Vanceburg) stock and 18,750 shares
      of Farmers Deposit Bank (Eminence) stock.

     

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

    


    
      	
              1.  

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

            


    

                           

    
      	
               

            	
              The
                Maturity Date of the Note, at which time all unpaid
                principal, accrued interest and other charges, fees and expenses
                shall be
                due and payable in full, shall be November 9,
                2008.

            


    

    
      	
               

            	
              Interest
                shall accrue on the outstanding principal balance of the Note, based
                on
                the actual number of days elapsed over an assumed year
                of 360 days, at the rate per annum of 1.00% below the
                JP Morgan Chase Co. Prime, adjusted
                daily.

            


    

    
      


      
        	
                  

              	
                Borrower
                  shall make payments on the Note as follows:

                Interest
                  due quarterly beginning January 5,
                  2008

                Principal
                  and all outstanding interest due and payable at
                  maturity.

              


      

       

    

    
      	
              2.  

            	
              Acknowledgements
                and Waivers of Borrower.  Borrower acknowledges
                that it has no defense to repayment of the Note in full and Borrower
                further acknowledges that it is not aware of any claim or cause of
                action
                it currently has against Lender. Borrower hereby fully, finally and
                forever releases Lender from and against any and all claims Borrower
                has
                or may have against Lender directly or indirectly arising out of
                the
                negotiation, closing or administration of the loan evidenced by the
                Note
                or directly or indirectly arising out of the negotiation or execution
                of
                this Agreement. Borrower further acknowledges and agrees that any
                other
                waivers of rights or defenses contained in the Note or any of the
                Security
                Documents shall remain in full force and effect and are hereby remade
                and
                affirmed as if set forth in full
                herein.

            


    

     

    
      	
              3.  

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

            


    

     

    
      	
              4.  

            	
              LATE
                CHARGE AND DEFAULT RATE OF INTEREST. IF ANY PAYMENT
                DUE UNDER THE NOTE, AS AMENDED HEREBY, IS NOT RECEIVED BY LENDER
                WITHIN
                20 DAYS OF THE DATE IT
                IS DUE,
                THEN A LATE CHARGE OF 3.00% MAY
                BE CHARGED BY THE LENDER. UPON MATURITY OF THE NOTE, WHETHER BY
                ACCELERATION OR OTHERWISE, OR UPON THE OCCURRENCE OF AN EVENT OF
                DEFAULT
                UNDER THE NOTE, IN ADDITION TO ANY AND ALL OTHER REMEDIES TO WHICH
                THE
                LENDER MAY BE ENTITLED, THE APPLICABLE RATE OF INTEREST ON THIS NOTE
                SHALL
                BE INCREASED TO 5.00% PER ANNUM
                IN EXCESS OF THE RATE SET FORTH IN PARAGRAPH 1,
                ABOVE.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

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

    


     

    LENDER                                                                                                                  BANKERS’
      BANK OF KENTUCKY

     

                                                                                                        By 
      /s/ John B. Clark            

                                                                                                   John
      B. Clark, Executive Vice President

     

    


    BORROWER                                                                                                PREMIER
      FINANCIAL BANCORP, INC.

     

                                                                                                    By
      /s/ Robert W. Walker   11-21-2007    

                                                                                                   Robert
      Walker, President / CEO