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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q





(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the Quarterly Period Ended September 30, 2008

Or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number: 001-33033





PORTER BANCORP, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Kentucky                                                       |  | 61-1142247                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                             |  |           
|-------------------------------------------- |  | ----------
|2500 Eastpoint Parkway, Louisville, Kentucky |  | 40223     
|(Address of principal executive offices)     |  | (Zip Code)

(502) 499-4800

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                           |  |                             
|-------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈        
|Non-accelerated filer  x   |  | Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ̈ No x

Indicate the number of shares outstanding of each of the
issuers class of common stock, as of the latest practicable date.

7,893,137 shares of Common Stock, no par value, were outstanding at
October 1, 2008.









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INDEX



|          |  |                                                                                       |  |     
|--------- |  | ------------------------------------------------------------------------------------- |  | ----
|          |  |                                                                                       |  | Page
|PART I   |  | FINANCIAL INFORMATION                                                                 |  |     
|          |  |                                                                                      
|ITEM 1.   |  | FINANCIAL STATEMENTS                                                                  |  | 1   
|          |  |                                                                                      
|ITEM 2.   |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 16  
|          |  |                                                                                      
|ITEM 3.   |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 28  
|          |  |                                                                                      
|ITEM 4.   |  | CONTROLS AND PROCEDURES                                                               |  | 29  
|          |  |                                                                                      
|PART II  |  | OTHER INFORMATION                                                                     |  |     
|          |  |                                                                                      
|ITEM 1.   |  | LEGAL PROCEEDINGS                                                                     |  | 30  
|          |  |                                                                                      
|ITEM 1A.  |  | RISK FACTORS                                                                          |  | 30  
|          |  |                                                                                      
|ITEM 2.   |  | UNREGISTERED SALES ON EQUITY SECURITIES AND USE OF PROCEEDS                           |  | 30  
|          |  |                                                                                      
|ITEM 3.   |  | DEFAULTS UPON SENIOR SECURITIES                                                       |  | 30  
|          |  |                                                                                      
|ITEM 4.   |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |  | 30  
|          |  |                                                                                      
|ITEM 5.   |  | OTHER INFORMATION                                                                     |  | 30  
|          |  |                                                                                      
|ITEM 6.   |  | EXHIBITS                                                                              |  | 30  





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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

The following consolidated financial statements of Porter Bancorp, Inc. and Subsidiary, PBI Bank, Inc., are submitted:

Unaudited
Consolidated Balance Sheets for September 30, 2008 and December 31, 2007

Unaudited Consolidated Statements of Income for the
three and nine months ended September 30, 2008 and 2007

Unaudited Consolidated Statement of Changes in Stockholders Equity for
the nine months ended September 30, 2008

Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30,
2008 and 2007

Notes to Unaudited Consolidated Financial Statements



1





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PORTER BANCORP, INC. AND SUBSIDIARY

Unaudited Consolidated Balance Sheets

(dollars in thousands except share data)



|                                                                                                                        |  |                   |           |   |                  |   |           |  
|----------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                        |  | September 30,2008 |           |   | December 31,2007 |  
|Assets                                                                                                                  |  |                   |           |   |                  |   |           |  
|Cash and due from financial institutions                                                                                |  | $                 | 41,343    |   |                  | $ | 23,608    |  
|Federal funds sold                                                                                                      |  |                   | 30,172    |   |                  |   | 19,379    |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Cash and cash equivalents                                                                                               |  |                   | 71,515    |   |                  |   | 42,987    |  
|Interest-bearing deposits in other financial institutions                                                               |  |                   | 600       |   |                  |   | 600       |  
|Securities available for sale                                                                                           |  |                   | 109,799   |   |                  |   | 128,036   |  
|Loans, net of allowance of $18,638 and $16,342, respectively                                                            |  |                   | 1,323,829 |   |                  |   | 1,201,356 |  
|Premises and equipment                                                                                                  |  |                   | 22,986    |   |                  |   | 21,279    |  
|Goodwill                                                                                                                |  |                   | 23,891    |   |                  |   | 18,174    |  
|Accrued interest receivable and other assets                                                                            |  |                   | 43,572    |   |                  |   | 43,588    |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Total assets                                                                                                            |  | $                 | 1,596,192 |   |                  | $ | 1,456,020 |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|                                                                                                                        |  |                  
|Liabilities and Stockholders Equity                                                                                    |  |                   |           |   |                  |   |           |  
|Deposits                                                                                                                |  |                   |           |   |                  |   |           |  
|Non-interest bearing                                                                                                    |  | $                 | 87,603    |   |                  | $ | 95,533    |  
|Interest bearing                                                                                                        |  |                   | 1,184,336 |   |                  |   | 1,071,021 |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Total deposits                                                                                                          |  |                   | 1,271,939 |   |                  |   | 1,166,554 |  
|Federal funds purchased and repurchase agreements                                                                       |  |                   | 10,457    |   |                  |   | 11,285    |  
|Federal Home Loan Bank advances                                                                                         |  |                   | 143,842   |   |                  |   | 121,767   |  
|Accrued interest payable and other liabilities                                                                          |  |                   | 8,194     |   |                  |   | 9,125     |  
|Junior subordinated debentures                                                                                          |  |                   | 34,000    |   |                  |   | 25,000    |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Total liabilities                                                                                                       |  |                   | 1,468,432 |   |                  |   | 1,333,731 |  
|Stockholders equity                                                                                                    |  |                   |           |   |                  |   |           |  
|Preferred stock, no par, 1,000,000 shares authorized                                                                    |  |                   |          |   |                  |   |          |  
|Common stock, no par, 10,000,000 shares authorized, 7,893,137 and 7,881,206 shares issued and outstanding, respectively |  |                   | 70,446    |   |                  |   | 70,747    |  
|Additional paid-in capital                                                                                              |  |                   | 11,496    |   |                  |   | 11,270    |  
|Retained earnings                                                                                                       |  |                   | 47,051    |   |                  |   | 40,351    |  
|Accumulated other comprehensive income (loss)                                                                           |  |                   | (1,233    | ) |                  |   | (79       | )
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Total stockholders equity                                                                                              |  |                   | 127,760   |   |                  |   | 122,289   |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  
|Total liabilities and stockholders equity                                                                              |  | $                 | 1,596,192 |   |                  | $ | 1,456,020 |  
|                                                                                                                        |  |                   |           |   |                  |   |           |  

See accompanying notes to unaudited consolidated financial statements.



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PORTER BANCORP, INC. AND SUBSIDIARY

Unaudited Consolidated Statements of Income

(dollars in thousands, except per
share data)



|                                                    |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|--------------------------------------------------- |  | ------------------------------- | ------ | ------------------------------ | ---- | - | ------ |  | - | ------ | - |  | - | ------
|                                                    |  | Three Months EndedSeptember 30, |        | Nine Months EndedSeptember 30,
|                                                    |  | 2008                            |        |                                | 2007 |   | 2008   |  |   | 2007  
|Interest income                                     |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|Loans, including fees                               |  | $                               | 23,478 |                                |      | $ | 21,941 |  | $ | 70,655 |   |  | $ | 60,498
|Taxable securities                                  |  |                                 | 1,173  |                                |      |   | 1,054  |  |   | 3,717  |   |  |   | 3,123 
|Tax exempt securities                               |  |                                 | 216    |                                |      |   | 170    |  |   | 606    |   |  |   | 507   
|Fed funds sold and other                            |  |                                 | 239    |                                |      |   | 686    |  |   | 843    |   |  |   | 1,712 
|                                                    |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|                                                    |  |                                 | 25,106 |                                |      |   | 23,851 |  |   | 75,821 |   |  |   | 65,840
|                                                    |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|                                                    |  |                                 |        |                               
|Interest expense                                    |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|Deposits                                            |  |                                 | 10,670 |                                |      |   | 11,758 |  |   | 34,263 |   |  |   | 31,441
|Federal Home Loan Bank advances                     |  |                                 | 1,421  |                                |      |   | 810    |  |   | 4,178  |   |  |   | 2,292 
|Junior subordinated debentures                      |  |                                 | 453    |                                |      |   | 488    |  |   | 1,196  |   |  |   | 1,433 
|Federal funds purchased and other                   |  |                                 | 129    |                                |      |   | 59     |  |   | 436    |   |  |   | 74    
|                                                    |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|                                                    |  |                                 | 12,673 |                                |      |   | 13,115 |  |   | 40,073 |   |  |   | 35,240
|                                                    |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|Net interest income                                 |  |                                 | 12,433 |                                |      |   | 10,736 |  |   | 35,748 |   |  |   | 30,600
|Provision for loan losses                           |  |                                 | 1,250  |                                |      |   | 1,500  |  |   | 2,650  |   |  |   | 2,825 
|                                                    |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|Net interest income after provision for loan losses |  |                                 | 11,183 |                                |      |   | 9,236  |  |   | 33,098 |   |  |   | 27,775
|                                                    |  |                                 |        |                               
|Non-interest income                                 |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|Service charges on deposit accounts                 |  |                                 | 876    |                                |      |   | 669    |  |   | 2,607  |   |  |   | 1,852 
|Income from fiduciary activities                    |  |                                 | 261    |                                |      |   |       |  |   | 845    |   |  |   |      
|Secondary market brokerage fees                     |  |                                 | 92     |                                |      |   | 67     |  |   | 306    |   |  |   | 232   
|Title insurance commissions                         |  |                                 | 50     |                                |      |   | 37     |  |   | 144    |   |  |   | 149   
|Net (loss) gain on sales of securities              |  |                                 | (101   | )                              |      |   | 42     |  |   | (146   | ) |  |   | 104   
|Other                                               |  |                                 | 547    |                                |      |   | 498    |  |   | 1,575  |   |  |   | 1,453 
|                                                    |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|                                                    |  |                                 | 1,725  |                                |      |   | 1,313  |  |   | 5,331  |   |  |   | 3,790 
|                                                    |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|Non-interest expense                                |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|Salaries and employee benefits                      |  |                                 | 3,666  |                                |      |   | 3,115  |  |   | 11,382 |   |  |   | 9,051 
|Occupancy and equipment                             |  |                                 | 882    |                                |      |   | 673    |  |   | 2,699  |   |  |   | 1,837 
|State franchise tax                                 |  |                                 | 435    |                                |      |   | 326    |  |   | 1,305  |   |  |   | 976   
|FDIC Insurance                                      |  |                                 | 284    |                                |      |   | 76     |  |   | 747    |   |  |   | 127   
|Professional fees                                   |  |                                 | 177    |                                |      |   | 149    |  |   | 595    |   |  |   | 485   
|Postage and delivery                                |  |                                 | 201    |                                |      |   | 127    |  |   | 568    |   |  |   | 388   
|Communications                                      |  |                                 | 181    |                                |      |   | 113    |  |   | 530    |   |  |   | 322   
|Other real estate owned expense                     |  |                                 | 109    |                                |      |   | 232    |  |   | 456    |   |  |   | 327   
|Office supplies                                     |  |                                 | 108    |                                |      |   | 105    |  |   | 446    |   |  |   | 348   
|Advertising                                         |  |                                 | 100    |                                |      |   | 140    |  |   | 401    |   |  |   | 393   
|Other                                               |  |                                 | 626    |                                |      |   | 480    |  |   | 1,804  |   |  |   | 1,342 
|                                                    |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|                                                    |  |                                 | 6,769  |                                |      |   | 5,536  |  |   | 20,933 |   |  |   | 15,596
|                                                    |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|Income before income taxes                          |  |                                 | 6,139  |                                |      |   | 5,013  |  |   | 17,496 |   |  |   | 15,969
|Income tax expense                                  |  |                                 | 2,039  |                                |      |   | 1,714  |  |   | 5,826  |   |  |   | 5,380 
|                                                    |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|Net income                                          |  | $                               | 4,100  |                                |      | $ | 3,299  |  | $ | 11,670 |   |  | $ | 10,589
|                                                    |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       
|Basic and diluted earnings per share                |  | $                               | 0.52   |                                |      | $ | 0.44   |  | $ | 1.49   |   |  | $ | 1.40  
|                                                    |  |                                 |        |                                |      |   |        |  |   |        |   |  |   |       

See accompanying notes to unaudited consolidated financial statements.



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PORTER BANCORP, INC. AND SUBSIDIARY

Unaudited Consolidated Statement of Changes in Stockholders Equity

For
Nine Months Ended September 30, 2008

(dollars in thousands, except share and per share data)



|                                                                |  |                 |   |  |                          |        |                  |  |   |                                            |  |   |        |   |  |   |        |   |  |   |         |  
|--------------------------------------------------------------- |  | --------------- | - |  | ------------------------ | ------ | ---------------- |  | - | ------------------------------------------ |  | - | ------ | - |  | - | ------ | - |  | - | ------- | -
|                                                                |  | Common Stock    |   |  | AdditionalPaid-InCapital |        | RetainedEarnings |  |   | AccumulatedOtherComprehensiveIncome (Loss) |  |   | Total  |  
|                                                                |  | Number ofShares |   |  | Amount                   |        |                  |  |   |                                           
|Balances, January 1, 2008                                       |  | 7,881,206       |   |  | $                        | 70,747 |                  |  | $ | 11,270                                     |  | $ | 40,351 |   |  | $ | (79    | ) |  | $ | 122,289 |  
|Shares repurchased                                              |  | (17,371         | ) |  |                          | (301   | )                |  |   |                                           |  |   |       |   |  |   |       |   |  |   | (301    | )
|Issuance of unvested stock                                      |  | 31,952          |   |  |                          |       |                  |  |   |                                           |  |   |       |   |  |   |       |   |  |   |        |  
|Forfeited unvested stock                                        |  | (2,650          | ) |  |                          |       |                  |  |   |                                           |  |   |       |   |  |   |       |   |  |   |        |  
|Stock-based compensation expense                                |  |                |   |  |                          |       |                  |  |   | 226                                        |  |   |       |   |  |   |       |   |  |   | 226     |  
|Comprehensive income:                                           |  |                 |   |  |                          |        |                  |  |   |                                            |  |   |        |   |  |   |        |   |  |   |         |  
|Net income                                                      |  |                |   |  |                          |       |                  |  |   |                                           |  |   | 11,670 |   |  |   |       |   |  |   | 11,670  |  
|Changes in accumulated other comprehensive income, net of taxes |  |                |   |  |                          |       |                  |  |   |                                           |  |   |       |   |  |   | (1,154 | ) |  |   | (1,154  | )
|                                                                |  |                 |   |  |                          |        |                  |  |   |                                            |  |   |        |   |  |   |        |   |  |   |         |  
|Total comprehensive income                                      |  |                |   |  |                          |       |                  |  |   |                                           |  |   |       |   |  |   |       |   |  |   | 10,516  |  
|                                                                |  |                 |   |  |                          |        |                  |  |   |                                            |  |   |        |   |  |   |        |   |  |   |         |  
|Cash dividends ($0.63 per share)                                |  |                |   |  |                          |       |                  |  |   |                                           |  |   | (4,970 | ) |  |   |       |   |  |   | (4,970  | )
|                                                                |  |                 |   |  |                          |        |                  |  |   |                                            |  |   |        |   |  |   |        |   |  |   |         |  
|Balances, September 30, 2008                                    |  | 7,893,137       |   |  | $                        | 70,446 |                  |  | $ | 11,496                                     |  | $ | 47,051 |   |  | $ | (1,233 | ) |  | $ | 127,760 |  
|                                                                |  |                 |   |  |                          |        |                  |  |   |                                            |  |   |        |   |  |   |        |   |  |   |         |  

See accompanying notes to unaudited consolidated financial statements.



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PORTER BANCORP, INC. AND SUBSIDIARY

Unaudited Consolidated Statements of Cash Flows

For Nine Months Ended
September 30, 2008 and 2007

(dollars in thousands)



|                                                                          |  |      |         |   |      |   |          |  
|------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | -------- | -
|                                                                          |  | 2008 |         |   | 2007 |  
|Cash flows from operating activities                                      |  |      |         |   |      |   |          |  
|Net income                                                                |  | $    | 11,670  |   |      | $ | 10,589   |  
|Adjustments to reconcile net income to net cash from operating activities |  |      |         |   |      |   |          |  
|Depreciation and amortization                                             |  |      | 2,811   |   |      |   | 1,691    |  
|Provision for loan losses                                                 |  |      | 2,650   |   |      |   | 2,825    |  
|Net (accretion) amortization on securities                                |  |      | (87     | ) |      |   | 6        |  
|Stock-based compensation expense                                          |  |      | 215     |   |      |   | 172      |  
|Net loss (gain) on sales of investment securities                         |  |      | 146     |   |      |   | (104     | )
|Net loss (gain) on other real estate owned                                |  |      | 102     |   |      |   | 119      |  
|Earnings on bank owned life insurance                                     |  |      | (229    | ) |      |   | (206     | )
|Federal Home Loan Bank stock dividends                                    |  |      | (393    | ) |      |   |         |  
|Net change in accrued interest receivable and other assets                |  |      | 2,861   |   |      |   | (2,817   | )
|Net change in accrued interest payable and other liabilities              |  |      | (455    | ) |      |   | 396      |  
|                                                                          |  |      |         |   |      |   |          |  
|Net cash from operating activities                                        |  |      | 19,291  |   |      |   | 12,671   |  
|                                                                          |  |      |         |   |      |   |          |  
|Cash flows from investing activities                                      |  |      |         |   |      |   |          |  
|Purchases of available for sale securities                                |  |      | (25,557 | ) |      |   | (22,280  | )
|Sales and calls of available for sale securities                          |  |      | 23,331  |   |      |   | 884      |  
|Maturities and prepayments of available for sale securities               |  |      | 18,630  |   |      |   | 15,352   |  
|Proceeds from sale of other real estate owned                             |  |      | 6,266   |   |      |   | 3,958    |  
|Improvements to other real estate owned                                   |  |      | (226    | ) |      |   | (370     | )
|Loan originations and payments, net                                       |  |      | (62,645 | ) |      |   | (231,057 | )
|Purchases of premises and equipment, net                                  |  |      | (2,230  | ) |      |   | (1,919   | )
|Redemption of bank owned life insurance                                   |  |      | 2,179   |   |      |   |         |  
|Acquisition of Paramount Bank, net                                        |  |      | (5,215  | ) |      |   |         |  
|                                                                          |  |      |         |   |      |   |          |  
|Net cash from investing activities                                        |  |      | (45,467 | ) |      |   | (235,432 | )
|                                                                          |  |      |         |   |      |   |          |  
|Cash flows from financing activities                                      |  |      |         |   |      |   |          |  
|Net change in deposits                                                    |  |      | 29,728  |   |      |   | 184,922  |  
|Net change in federal funds purchased and repurchase agreements           |  |      | (828    | ) |      |   | 10,435   |  
|Repayment of Federal Home Loan Bank advances                              |  |      | (2,925  | ) |      |   | (27,355  | )
|Advances from Federal Home Loan Bank                                      |  |      | 25,000  |   |      |   | 30,000   |  
|Issue subordinated debentures                                             |  |      | 9,000   |   |      |   |         |  
|Repurchase common stock                                                   |  |      | (301    | ) |      |   |         |  
|Cash dividends paid                                                       |  |      | (4,970  | ) |      |   | (4,576   | )
|                                                                          |  |      |         |   |      |   |          |  
|Net cash from financing activities                                        |  |      | 54,704  |   |      |   | 193,426  |  
|                                                                          |  |      |         |   |      |   |          |  
|Net change in cash and cash equivalents                                   |  |      | 28,528  |   |      |   | (29,335  | )
|Beginning cash and cash equivalents                                       |  |      | 42,987  |   |      |   | 56,263   |  
|                                                                          |  |      |         |   |      |   |          |  
|Ending cash and cash equivalents                                          |  | $    | 71,515  |   |      | $ | 26,928   |  
|                                                                          |  |      |         |   |      |   |          |  
|Supplemental cash flow information:                                       |  |      |         |   |      |   |          |  
|Interest paid                                                             |  | $    | 40,637  |   |      | $ | 34,818   |  
|Income taxes paid                                                         |  |      | 4,900   |   |      |   | 5,950    |  
|Supplemental non-cash disclosure:                                         |  |      |         |   |      |   |          |  
|Transfer from loans to other real estate                                  |  | $    | 9,619   |   |      | $ | 8,279    |  

See accompanying notes to unaudited consolidated financial statements.



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PORTER BANCORP, INC. AND SUBSIDIARY

Notes to Unaudited Consolidated Financial Statements

Note 1  Basis of Presentation
and Summary of Significant Accounting Policies

Basis of Presentation  The consolidated financial statements include Porter Bancorp, Inc.
(the Company) and its wholly-owned subsidiary, PBI Bank (the Bank). All significant inter-company transactions and accounts have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for nine months ended September 30, 2008 are not necessarily indicative of the results that
may be expected for the entire year. A description of other significant accounting policies is presented in the notes to the Consolidated Financial Statements for the year ended December 31, 2007, included in the Companys Annual Report on
Form 10-K.

Use of Estimates  To prepare financial statements in conformity with U.S. generally accepted accounting principles, management
makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses and
fair values of financial instruments are particularly subject to change.

Reclassifications  Some items in the prior year financial statements
were reclassified to conform to the current presentation.

New Accounting Standards

In September 2006, the FASB issued Statement No. 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value
measurements. This Statement establishes a fair value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset. The standard is effective for
fiscal years beginning after November 15, 2007. In February 2008, the FASB issued Staff Position (FSP) 157-2,Effective Date of FASB Statement No. 157.This FSP delays the effective date of FAS 157 for all non-financial assets and
non-financial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact of
adoption is disclosed in Note 6.

In October, 2008, the FASB issued FSP No. 157-3 Determining the Fair Value of a Financial Asset When the
Market for that Asset Is Not Active. The FSP clarifies the application of SFAS 157 in a market that is not active and provides an example to illustrate key consideration in determining the fair value of a financial asset with the market for
that financial asset is not active.

In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-4, Accounting for Deferred
Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. This issue requires that a liability be recorded during the service period when a split-dollar life insurance agreement continues after
participants employment or retirement. The required accrued liability will be based on either the post-employment benefit cost for the continuing life insurance or based on the future death benefit depending on the contractual terms of the
underlying agreement. This issue is effective for fiscal years beginning after December 15, 2007. The adoption of this statement did not have a material impact on our consolidated financial position or results of operations.



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In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities. The standard provides companies with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that
choose different measurement attributes for similar types of assets and liabilities. The new standard is effective for the Company on January 1, 2008. The Company did not elect the fair value option for any financial assets or financial
liabilities as of January 1, 2008.

Recently Issued Accounting Pronouncements  In March 2008, the Financial Accounting Standards Board
(FASB) issued SFAS 161, Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No. 133. SFAS 161 requires enhanced disclosures about how and why an entity uses derivative
instruments, how derivative instruments and related items are accounted for under SFAS 133 and how derivative instruments and related hedged items affect an entitys financial position, financial performance and cash flows. The new standard is
effective for the Company on January 1, 2009. The Company is currently evaluating the impact of adopting SFAS 161 on the consolidated financial statements.

Note 2  Stock Plans and Stock Based Compensation

At September 30, 2008, the Company has a stock option plan and a stock
incentive plan. On December 31, 2005, the Company assumed the 2000 Stock Option Plan of Ascencia Bank, Inc. when the Company acquired the minority interest of Ascencia Bancorp, Inc. On February 23, 2006, the Company adopted the Porter
Bancorp, Inc. 2006 Stock Incentive Plan. With regard to the 2000 Option Plan, no additional grants were made after assumption of the plan and none are expected to be made in the future. The 2006 Plan permits the issuance of up to 400,000 shares of
the Companys common stock upon the exercise of stock options or upon the grant of stock awards. As of September 30, 2008, the Company had granted outstanding options to purchase 190,279 shares under the 2000 option plan and 36,816 shares
under the 2006 plan. The Company also had granted under the 2006 plan 64,022 unvested shares net of forfeitures and vesting. The Company has 299,162 shares remaining available for issue under the 2006 Plan. All shares issued under the above
mentioned plans came from authorized and unissued shares.

On May 15, 2006, the board of directors approved the Porter Bancorp, Inc. 2006 Non-Employee
Directors Stock Ownership Incentive Plan, which was approved by holders of the Companys voting common stock on June 8, 2006. On May 22, 2008, shareholders voted to amend the plan to change the form of incentive award from stock
options to unvested shares. Under the terms of the plan, 100,000 shares are reserved for issuance to non-employee directors upon the exercise of stock options or upon the grant of unvested stock awards granted under the plan. Prior to the amendment,
options were granted automatically under the plan at fair market value on the date of grant. The options vest over a three-year period and have a five year term. After May 22, 2008, unvested shares will be granted automatically under the plan
at fair market value on the date of grant and vest semi-annually on the anniversary date of the grant over three years. To date, the Company has granted options to purchase 43,000 shares and granted 2,400 unvested shares to non-employee directors.
At September 30, 2008, 54,600 shares remain available for issue under this plan.

All stock options have an exercise price that is equal to or greater
than the fair market value of the Companys stock on the date the options were granted. Options granted generally become fully exercisable at the end of three years of continued employment. Options granted under the 2000 plan have a life of ten
years while those granted under the 2006 plan have a life of five years.



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The following table summarizes stock option activity:



|                       |  |                                     |   |                                      |                              |       |         |         |   |                              |   |      
|---------------------- |  | ----------------------------------- | - | ------------------------------------ | ---------------------------- | ----- | ------- | ------- | - | ---------------------------- | - | -----
|                       |  | Nine Months EndedSeptember 30, 2008 |   | Twelve Months EndedDecember 31, 2007
|                       |  | Options                             |   |                                      | WeightedAverageExercisePrice |       | Options |         |   | WeightedAverageExercisePrice
|Outstanding, beginning |  | 284,556                             |   |                                      | $                            | 25.00 |         | 251,820 |   |                              | $ | 25.29
|Granted                |  |                                    |   |                                      |                              |      |         | 36,500  |   |                              |   | 23.01
|Forfeited              |  | (14,461                             | ) |                                      |                              | 23.95 |         | (3,764  | ) |                              |   | 25.50
|                       |  |                                     |   |                                      |                              |       |         |         |   |                              |   |      
|Outstanding, ending    |  | 270,095                             |   |                                      | $                            | 25.05 |         | 284,556 |   |                              | $ | 25.00
|                       |  |                                     |   |                                      |                              |       |         |         |   |                              |   |      

The following table details stock options outstanding:



|                                                |  |                   |        
|----------------------------------------------- |  | ----------------- | -------
|                                                |  | September 30,2008
|Stock options vested and currently exercisable: |  |                   | 243,209
|Weighted average exercise price                 |  | $                 | 25.26  
|Aggregate intrinsic value                       |  | $                 | 0      
|Weighted average remaining life (in years)      |  |                   | 1.6    
|Total Options Outstanding:                      |  |                   | 270,095
|Aggregate intrinsic value                       |  | $                 | 0      
|Weighted average remaining life (in years)      |  |                   | 2.1    

The intrinsic value of stock options is calculated based on the exercise price of the underlying awards and the
market price of our common stock as of the reporting date. There were no options exercised during the first nine months of 2008. The Company recorded $78,000 of stock option compensation during the nine months ended September 30, 2008 to
salaries and employee benefits. Since the stock options are non-qualified stock options, a deferred tax benefit of $27,000 was recognized. No options were modified during either period. As of September 30, 2008, no stock options issued by the
Company have been exercised.

As described above, the Company grants unvested shares which vest over time to employees and non-employee directors. The
shares vest either semi-annually or annually over three to ten years on the anniversary date of the grant date provided the employee or director continues in such capacity at the vesting date. The fair value on the date of grant ranged from $17.90
to $25.50 per share. The Company recorded $137,000 of stock-based compensation during the nine months ended September 30, 2008 to salaries and employee benefits. A deferred tax benefit of $48,000 was recognized related to this expense.

The following table summarizes unvested share activity as of and for the periods indicated:



|                       |  |                                     |   |                                      |                           |       |        |        |   |                           |   |      
|---------------------- |  | ----------------------------------- | - | ------------------------------------ | ------------------------- | ----- | ------ | ------ | - | ------------------------- | - | -----
|                       |  | Nine Months EndedSeptember 30, 2008 |   | Twelve Months EndedDecember 31, 2007
|                       |  | Shares                              |   |                                      | WeightedAverageGrantPrice |       | Shares |        |   | WeightedAverageGrantPrice
|Outstanding, beginning |  | 41,430                              |   |                                      | $                         | 24.90 |        | 40,000 |   |                           | $ | 25.33
|Granted                |  | 31,952                              |   |                                      |                           | 18.54 |        | 7,500  |   |                           |   | 23.02
|Vested                 |  | (4,310                              | ) |                                      |                           | 25.07 |        | (3,920 | ) |                           |   | 25.33
|Forfeited              |  | (2,650                              | ) |                                      |                           | 23.22 |        | (2,150 | ) |                           |   | 25.50
|                       |  |                                     |   |                                      |                           |       |        |        |   |                           |   |      
|Outstanding, ending    |  | 66,422                              |   |                                      | $                         | 21.90 |        | 41,430 |   |                           | $ | 24.90
|                       |  |                                     |   |                                      |                           |       |        |        |   |                           |   |      



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Unrecognized stock-based compensation expense related to stock options and unvested shares for the remainder of 2008 and
beyond is estimated as follows (in thousands):



|                             |  |   |    
|---------------------------- |  | - | ---
|October 2008  December 2008 |  | $ | 82 
|2009                         |  |   | 290
|2010                         |  |   | 242
|2011                         |  |   | 221
|2012 & thereafter            |  |   | 618

Note 3 - Securities

The fair value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) were as follows:



|                                   |  |                |         |                      |   |                       |  |   |        |  
|---------------------------------- |  | -------------- | ------- | -------------------- | - | --------------------- |  | - | ------ | -
|                                   |  | FairValue      |         | GrossUnrealizedGains |   | GrossUnrealizedLosses | 
|                                   |  | (in thousands) |        
|September 30, 2008                 |  |                |         |                      |   |                       |  |   |        |  
|U.S. Government and federal agency |  | $              | 3,717   |                      | $ | 15                    |  | $ | (6     | )
|State and municipal                |  |                | 23,000  |                      |   | 147                   |  |   | (552   | )
|Mortgage-backed                    |  |                | 74,934  |                      |   | 504                   |  |   | (584   | )
|Corporate bonds                    |  |                | 5,746   |                      |   |                      |  |   | (747   | )
|Other debt securities              |  |                | 704     |                      |   |                      |  |   |       |  
|                                   |  |                |         |                      |   |                       |  |   |        |  
|Total debt securities              |  |                | 108,101 |                      |   | 666                   |  |   | (1,889 | )
|Equity                             |  |                | 1,698   |                      |   | 60                    |  |   | (733   | )
|                                   |  |                |         |                      |   |                       |  |   |        |  
|Total                              |  | $              | 109,799 |                      | $ | 726                   |  | $ | (2,622 | )
|                                   |  |                |         |                      |   |                       |  |   |        |  
|December 31, 2007                  |  |                |         |                      |   |                       |  |   |        |  
|U.S. Government and federal agency |  | $              | 27,331  |                      | $ | 200                   |  | $ | (32    | )
|State and municipal                |  |                | 20,163  |                      |   | 277                   |  |   | (72    | )
|Mortgage-backed                    |  |                | 69,378  |                      |   | 377                   |  |   | (363   | )
|Corporate bonds                    |  |                | 6,422   |                      |   | 34                    |  |   | (120   | )
|Other debt securities              |  |                | 704     |                      |   |                      |  |   |       |  
|                                   |  |                |         |                      |   |                       |  |   |        |  
|Total debt securities              |  |                | 123,998 |                      |   | 888                   |  |   | (587   | )
|Equity                             |  |                | 4,038   |                      |   | 568                   |  |   | (991   | )
|                                   |  |                |         |                      |   |                       |  |   |        |  
|Total                              |  | $              | 128,036 |                      | $ | 1,456                 |  | $ | (1,578 | )
|                                   |  |                |         |                      |   |                       |  |   |        |  

Sales and calls of available for sale securities were as follows:



|             |  |                                   |        |                            |   |      
|------------ |  | --------------------------------- | ------ | -------------------------- | - | -----
|             |  | Nine MonthsEndedSeptember 30,2008 |        | Year EndedDecember 31,2007
|Proceeds     |  | $                                 | 23,331 |                            | $ | 2,800
|Gross gains  |  |                                   | 615    |                            |   | 107  
|Gross losses |  |                                   | 761    |                            |   |     

Securities pledged at September 30, 2008 and December 31, 2007 had carrying values of approximately
$72,111,000 and $83,683,000, respectively, and were pledged to secure public deposits, repurchase agreements, and Federal Home Loan Bank advances.



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The Company evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently
when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, underlying credit
quality of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuers financial condition, the
Company may consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the sector or industry trends and cycles affecting the issuer, and the results of reviews of
the issuers financial condition.

As of September 30, 2008, the Company owns 44 equity securities. Of these securities, 11 had an unrealized
loss of $173,000 and had been in an unrealized loss position for less than 12 months and 19 had an unrealized loss of $560,000 and had been in an unrealized loss position for more than 12 months. Management monitors the current market pricing for
these equity securities monthly. Management currently intends to hold all securities with unrealized losses until recovery, which for fixed income securities may be at maturity. As of September 30, 2008, management does not believe any equity
securities should be classified as other than temporarily impaired.

Note 4  Loans

Loans were as follows:



|                                |  |                   |           |   |                  |   |           |  
|------------------------------- |  | ----------------- | --------- | - | ---------------- | - | --------- | -
|                                |  | September 30,2008 |           |   | December 31,2007 |  
|                                |  | (in thousands)    |          
|Commercial                      |  | $                 | 91,316    |   |                  | $ | 108,619   |  
|Real estate                     |  |                   | 1,192,024 |   |                  |   | 1,054,952 |  
|Agriculture                     |  |                   | 16,580    |   |                  |   | 14,855    |  
|Consumer                        |  |                   | 39,318    |   |                  |   | 38,061    |  
|Other                           |  |                   | 3,229     |   |                  |   | 1,211     |  
|                                |  |                   |           |   |                  |   |           |  
|Subtotal                        |  |                   | 1,342,467 |   |                  |   | 1,217,698 |  
|Less: Allowance for loan losses |  |                   | (18,638   | ) |                  |   | (16,342   | )
|                                |  |                   |           |   |                  |   |           |  
|Loans, net                      |  | $                 | 1,323,829 |   |                  | $ | 1,201,356 |  
|                                |  |                   |           |   |                  |   |           |  

Activity in the allowance for loan losses was as follows:



|                             |  |                           |        |   |                   |   |        |  
|---------------------------- |  | ------------------------- | ------ | - | ----------------- | - | ------ | -
|                             |  | For the Nine Months Ended |       
|                             |  | September 30,2008         |        |   | September 30,2007 |  
|                             |  | (in thousands)            |       
|Beginning balance            |  | $                         | 16,342 |   |                   | $ | 12,832 |  
|Acquired in bank acquisition |  |                           | 1,420  |   |                   |   |       |  
|Provision for loan losses    |  |                           | 2,650  |   |                   |   | 2,825  |  
|Loans charged-off            |  |                           | (1,999 | ) |                   |   | (1,345 | )
|Loan recoveries              |  |                           | 225    |   |                   |   | 188    |  
|                             |  |                           |        |   |                   |   |        |  
|Ending balance               |  | $                         | 18,638 |   |                   | $ | 14,500 |  
|                             |  |                           |        |   |                   |   |        |  



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Impaired loans were as follows:



|                                                  |  |                   |       |                  |   |      
|------------------------------------------------- |  | ----------------- | ----- | ---------------- | - | -----
|                                                  |  | September 30,2008 |       | December 31,2007
|                                                  |  | (in thousands)   
|Loans with no allocated allowance for loan losses |  | $                 | 3,253 |                  | $ | 3,239
|Loans with allocated allowance for loan losses    |  |                   | 2,620 |                  |   | 4,167
|                                                  |  |                   |       |                  |   |      
|Total                                             |  | $                 | 5,873 |                  | $ | 7,406
|                                                  |  |                   |       |                  |   |      
|Amount of the allowance for loan losses allocated |  | $                 | 220   |                  | $ | 216  



|                                             |  |                                   |       |                           |   |      
|-------------------------------------------- |  | --------------------------------- | ----- | ------------------------- | - | -----
|                                             |  | Nine MonthsEndedSeptember 30,2008 |       | YearEndedDecember 31,2007
|Average of impaired loans during the period  |  | $                                 | 5,275 |                           | $ | 4,842
|Interest income recognized during impairment |  |                                   | 66    |                           |   | 98   
|Cash basis interest income recognized        |  |                                   | 66    |                           |   | 98   

Impaired loans include commercial, construction, agriculture, and commercial real estate loans on non-accrual or
classified as doubtful, whereby collection of the total amount is improbable, or loss, whereby all or a portion of the loan has been written off or a specific allowance for loss had been provided.

Nonperforming loans were as follows:



|                                                |  |                   |        |                  |   |       
|----------------------------------------------- |  | ----------------- | ------ | ---------------- | - | ------
|                                                |  | September 30,2008 |        | December 31,2007
|                                                |  | (in thousands)   
|Loans past due 90 days or more still on accrual |  | $                 | 4,997  |                  | $ | 2,145 
|Non-accrual loans                               |  |                   | 10,420 |                  |   | 10,524

Nonperforming loans include impaired loans and smaller balance homogeneous loans, such as residential mortgage and
consumer loans, that are collectively evaluated for impairment.

Note 5  Advance from the Federal Home Loan Bank

Advances from the Federal Home Loan Bank were as follows:



|                                                                                                                                |  |                   |         |                  |   |        
|------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | ---------------- | - | -------
|                                                                                                                                |  | September 30,2008 |         | December 31,2007
|                                                                                                                                |  | (in thousands)   
|Single maturity advances with fixed rates from 4.15% to 6.38% maturing from 2009 through 2012, averaging 4.74%                  |  | $                 | 76,595  |                  | $ | 76,595 
|Single maturity advances with variable rates from 2.72% to 3.83% maturing from 2009 through 2010, averaging 3.27%               |  |                   | 50,000  |                  |   | 25,000 
|Monthly amortizing advances with fixed rates from 0.00% to 9.10% and maturities ranging from 2008 through 2035, averaging
3.76% |  |                   | 17,247  |                  |   | 20,172 
|                                                                                                                                |  |                   |         |                  |   |        
|Total                                                                                                                           |  | $                 | 143,842 |                  | $ | 121,767
|                                                                                                                                |  |                   |         |                  |   |        



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Each advance is payable per terms on agreement, with a prepayment penalty. The advances were collateralized by first
mortgage loans, under a blanket lien arrangement. At September 30, 2008, the Bank had unused borrowing capacity of $67.5 million with the FHLB.

Note 6  Fair Values Measurement

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157,
Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The statement establishes a fair
value hierarchy about the assumptions used to measure fair value and clarifies assumptions about risk and the effect of a restriction on the sale or use of an asset and was effective for us during the first quarter of 2008. In February 2008, the
FASB issued FASB Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2). FSP 157-2 delays the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities,
except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. We have included the disclosures required by
SFAS No. 157 in this document. In October, 2008, the FASB issued FSP No. 157-3 Determining the Fair Value of a Financial Asset When the Market for that Asset Is Not Active. The FSP clarifies the application of SFAS 157 in a
market that is not active and provides an example to illustrate key consideration in determining the fair value of a financial asset with the market for that financial asset is not active.

SFAS No. 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We use various valuation techniques to determine fair value, including market, income and cost approaches. SFAS
No. 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. SFAS No. 157 describes three levels of inputs that may
be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that an
entity has the ability to access as of the measurement date, or observable inputs.

Level 2: Significant other observable inputs
other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect an entitys own assumptions about the assumptions that market participants would use in
pricing an asset or liability.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When
that occurs, we classify the fair value hierarchy on the lowest level of input that is significant to the fair value measurement. We used the following methods and significant assumptions to estimate fair value.

Securities: The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities
exchanges or matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities relationship
to other benchmark quoted securities. Matrix pricing relies on the securities relationship to similarly traded securities, benchmark curves, and the benchmarking of like securities. Matrix pricing utilizes observable market inputs such as
benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, and industry and economic events. In instances where broker quotes are used, these quotes are obtained
from market makers or broker-dealers recognized to be market participants. This valuation method is classified as Level 2 in the fair value hierarchy.



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Impaired Loans: Impaired loans are evaluated at the time the loan is identified as impaired and
are recorded at the lower of cost or market value. Market value is measured based on the value of the collateral securing these loans and is classified as Level 3 in the fair value hierarchy. Fair value is determined using several methods. Generally
the fair value of real estate is determined based on appraisals by qualified licensed appraisers. Impaired loans are evaluated quarterly for additional impairment.

Financial assets measured at fair value on a recurring basis are summarized below:



|                              |  |                   |         |                                                             |   |                                             |  |                                        |         |  |   |  
|----------------------------- |  | ----------------- | ------- | ----------------------------------------------------------- | - | ------------------------------------------- |  | -------------------------------------- | ------- |  | - | -
|                              |  |                   |         | Fair Value Measurements at September 30, 2008 Using        
|                              |  |                   |         | (in thousands)                                             
|Description                   |  | September 30,2008 |         | Quoted Prices InActive Markets forIdentical Assets(Level 1) |   | Significant OtherObservable Inputs(Level 2) |  | SignificantUnobservableInputs(Level 3)
|Available-for-sale securities |  | $                 | 109,799 |                                                             | $ | 1,698                                       |  | $                                      | 108,101 |  | $ | 

Financial assets measured at fair value on a non-recurring basis are summarized below:



|               |  |                   |       |                                                             |   |                                             |  |                                        |   |  |   |      
|-------------- |  | ----------------- | ----- | ----------------------------------------------------------- | - | ------------------------------------------- |  | -------------------------------------- | - |  | - | -----
|               |  |                   |       | Fair Value Measurements at September 30, 2008 Using        
|               |  |                   |       | (in thousands)                                             
|Description    |  | September 30,2008 |       | Quoted Prices InActive Markets forIdentical Assets(Level 1) |   | Significant OtherObservable Inputs(Level 2) |  | SignificantUnobservableInputs(Level 3)
|Impaired loans |  | $                 | 5,059 |                                                             | $ |                                            |  | $                                      |  |  | $ | 5,059

Impaired loans had a carrying amount of $5.9 million, with a valuation allowance of $813,000, resulting in an
additional provision for loan losses of $490,000 for the first nine months of 2008.

Note 7  Business Combinations

On February 1, 2008, the Company completed the acquisition of Paramount Bank in Lexington, Kentucky in a $5 million all-cash transaction. Operating results of
Paramount Bank are included in the consolidated financial statements since the date of the acquisition. As a result of this acquisition, we expect to further solidify our market share in the Lexington market, expand our customer base to enhance
deposit fee income, provide an opportunity to market additional products and services to new customers and reduce operating costs through economies of scale.

The acquisition added approximately $73 million in loans and $76 million in deposits. The purchase price resulted in approximately $6 million in goodwill, and $631,000 in core deposit intangibles. The intangible assets will be amortized
over 5-10 years, using an accelerated method. Goodwill will not be amortized but instead evaluated periodically for impairment. Goodwill and intangible assets will be deducted for tax purposes over 15 years using the straight-line method.



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The following table summarizes the estimated fair value of assets acquired and liabilities assumed at the date of
acquisition.



|                          |  |                |         |  
|------------------------- |  | -------------- | ------- | -
|                          |  | (in thousands) |        
|Loans, net                |  | $              | 73,420  |  
|Goodwill                  |  |                | 5,986   |  
|Core deposit intangibles  |  |                | 631     |  
|Other assets              |  |                | 1,033   |  
|                          |  |                |         |  
|Total assets acquired     |  |                | 81,070  |  
|                          |  |                |         |  
|Deposits                  |  |                | (75,657 | )
|Other liabilities         |  |                | (198    | )
|                          |  |                |         |  
|Total liabilities assumed |  |                | (75,855 | )
|                          |  |                |         |  
|Net assets acquired       |  | $              | 5,215   |  
|                          |  |                |         |  

Note 8  Earnings per Share

The factors used in the earnings per share computation follow:



|                                                                                |  |                                                |           |                                                |   |           |  |      |           |  |   |          
|------------------------------------------------------------------------------- |  | ---------------------------------------------- | --------- | ---------------------------------------------- | - | --------- |  | ---- | --------- |  | - | ---------
|                                                                                |  | Three Months EndedSeptember 30,                |           | Nine Months EndedSeptember 30,                
|                                                                                |  | 2008                                           |           | 2007                                           |   | 2008      |  | 2007
|                                                                                |  | (in thousands, except shareand per share data) |           | (in thousands, except shareand per share data)
|Basic                                                                           |  |                                                |           |                                                |   |           |  |      |           |  |   |          
|Net income                                                                      |  | $                                              | 4,100     |                                                | $ | 3,299     |  | $    | 11,670    |  | $ | 10,589   
|                                                                                |  |                                                |           |                                                |   |           |  |      |           |  |   |          
|Weighted average common shares outstanding                                      |  |                                                | 7,826,715 |                                                |   | 7,586,167 |  |      | 7,830,867 |  |   | 7,585,063
|                                                                                |  |                                                |           |                                                |   |           |  |      |           |  |   |          
|Basic earnings per common share                                                 |  | $                                              | 0.52      |                                                | $ | 0.44      |  | $    | 1.49      |  | $ | 1.40     
|                                                                                |  |                                                |           |                                                |   |           |  |      |           |  |   |          
|Diluted                                                                         |  |                                                |           |                                                |   |           |  |      |           |  |   |          
|Net income                                                                      |  | $                                              | 4,100     |                                                | $ | 3,299     |  | $    | 11,670    |  | $ | 10,589   
|                                                                                |  |                                                |           |                                                |   |           |  |      |           |  |   |          
|Weighted average common shares outstanding                                      |  |                                                | 7,826,715 |                                                |   | 7,586,167 |  |      | 7,830,867 |  |   | 7,585,063
|Add: dilutive effects of assumed exercises of stock options and unvested shares |  |                                                | 1,523     |                                                |   |          |  |      | 494       |  |   | 22       
|                                                                                |  |                                                |           |                                                |   |           |  |      |           |  |   |          
|Average shares and potential common shares                                      |  |                                                | 7,828,238 |                                                |   | 7,586,167 |  |      | 7,831,361 |  |   | 7,585,085
|                                                                                |  |                                                |           |                                                |   |           |  |      |           |  |   |          
|Diluted earnings per common share                                               |  | $                                              | 0.52      |                                                | $ | 0.44      |  | $    | 1.49      |  | $ | 1.40     
|                                                                                |  |                                                |           |                                                |   |           |  |      |           |  |   |          

Unvested shares of common stock of 66,422 for 2008 and 42,855 for 2007; and stock options for 270,095 shares of
common stock for 2008 and 287,570 shares of common stock for 2007, were not considered in computing diluted earnings per common share because they were anti-dilutive.



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##### Table of Contents

Note 9  Total Comprehensive Income

Other comprehensive income (loss) components and related tax effects were as follows:



|                                                                        |  |                                 |      |   |                                |   |      |      |  |   |        |   |  |   |      |  
|----------------------------------------------------------------------- |  | ------------------------------- | ---- | - | ------------------------------ | - | ---- | ---- |  | - | ------ | - |  | - | ---- | -
|                                                                        |  | Three Months EndedSeptember 30, |      |   | Nine Months EndedSeptember 30, |  
|                                                                        |  | 2008                            |      |   | 2007                           |   |      | 2008 |  |   | 2007   |  
|                                                                        |  | (in thousands)                  |      |   | (in thousands)                 |  
|Unrealized holding gains (losses) on available-for-sale securities      |  | $                               | (432 | ) |                                | $ | 820  |      |  | $ | (1,921 | ) |  | $ | (408 | )
|Less: Reclassification adjustment for gains (losses) realized in income |  |                                 | (101 | ) |                                |   | 42   |      |  |   | (146   | ) |  |   | 104  |  
|                                                                        |  |                                 |      |   |                                |   |      |      |  |   |        |   |  |   |      |  
|Net unrealized gains (losses)                                           |  |                                 | (331 | ) |                                |   | 778  |      |  |   | (1,775 | ) |  |   | (512 | )
|Tax effect                                                              |  |                                 | 116  |   |                                |   | (272 | )    |  |   | 621    |   |  |   | 179  |  
|                                                                        |  |                                 |      |   |                                |   |      |      |  |   |        |   |  |   |      |  
|Net-of-tax effect                                                       |  | $                               | (215 | ) |                                | $ | 506  |      |  | $ | (1,154 | ) |  | $ | (333 | )
|                                                                        |  |                                 |      |   |                                |   |      |      |  |   |        |   |  |   |      |  

Note 10  Sale of Branch

On July 18, 2008, we entered into a definitive agreement to sell our branch located in Burkesville, Kentucky to First & Farmers National Bank of Somerset, Kentucky. The sale price is for $800,000 and
will be paid in cash. We expect to recognize a gain on the sale of approximately $400,000. The Burkesville branch has deposits of approximately $13 million and loans of approximately $3 million at September 30, 2008. The sale is expected to be
completed in the fourth quarter of 2008.

Note 11  Subsequent Events

On October 23, 2008, the board approved a stock dividend of 5% payable on November 10, 2008 to shareholders of record as of November 3, 2008. Share and per share data have not been restated to reflect
this stock dividend as the date of record is subsequent to the filing date of this document.



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition

and Results of Operations

This
item analyzes our financial condition, change in financial condition and results of operations. This section should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes presented in Part I,
Item 1 of this report.

Cautionary Note Regarding Forward-Looking Statements

This report contains statements about the future expectations, activities and events that constitute forward-looking statements under the Private Securities Litigation Reform Act. Forward-looking statements are based
on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account information currently available to us. These statements are not statements of historical fact. The words
believe, may, should, anticipate, estimate, expect, intend, objective, seek, plan, strive or similar words, or the
negatives of these words, identify forward-looking statements.

Forward-looking statements involve risks and uncertainties that may cause our actual
results to differ materially from the expectations of future results we expressed or implied in any forward-looking statements. These risks and uncertainties can be difficult to predict and may be out of our control. Factors that could contribute to
differences in our results include, but are not limited to the factors listed in Part 2, Item 1A  Risk Factors in this report and the more detailed risks identified, and the cautionary statements included in our December 31, 2007
Annual Report on Form 10-K.

Forward-looking statements are not guarantees of performance or results. A forward-looking statement may include a statement
of the assumptions or bases underlying the forward-looking statement. The Company believes it has chosen these assumptions or bases in good faith and that they are reasonable. We caution you however, that assumptions or bases almost always vary from
actual results, and the differences between assumptions or bases and actual results can be material. The forward-looking statements included in this report speak only as of the date of the report. We have no duty, and do not intend to, update these
statements unless applicable laws require us to do so.

Overview

Porter Bancorp, Inc. (NASDAQ: PBIB) is a Louisville, Kentucky-based bank holding company which operates 20 full-service banking offices in 13 counties through its wholly-owned subsidiary, PBI Bank. Our markets include
metropolitan Louisville in Jefferson County and the surrounding counties of Henry and Bullitt, and extend south along the Interstate 65 corridor to Tennessee. We serve south central Kentucky and southern Kentucky from banking offices in Cumberland,
Butler, Green, Hart, Edmonson, Barren, Warren, Ohio and Daviess Counties. We also have an office in Lexington Kentucky, the second largest city in Kentucky. The Bank is both a traditional community bank with a wide range of commercial and personal
banking products, including wealth management and trust services, and an innovative online bank which delivers competitive deposit products and services through an online banking division operating under the name of Ascencia.

For the three and nine months ended September 30, 2008, respectively, the Company reported net income of $4.1 million and $11.7 million. This compares with net
income of $3.3 million and $10.6 million, respectively, for the same periods of 2007. Basic and diluted earnings per share were $0.52 and $1.49 for the three and nine months ended September 30, 2008, respectively, compared with $0.44 and $1.40
for the same periods of 2007.



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##### Table of Contents

Significant developments during the quarter and nine months ended September 30, 2008 consist of the following:



| |  |  | Net income increased 24.3% to $4.1 million for the three months ended September 30, 2008, compared with the same quarter of 2007. Earnings per diluted share
increased 18.2% to $0.52 for the three months ended September 30, 2008, compared to the third quarter of 2007.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Net interest income increased 15.8% to $12.4 million for the three months ended September 30, 2008, compared with the same quarter of 2007.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Loans grew 24.9% to $1.3 billion compared with $1.1 billion at September 30, 2007 and 10.2% compared to $1.2 billion at December 31, 2007.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Deposits increased 21.5% to $1.3 billion compared with $1.05 billion at September 30, 2007 and 9.0% compared to $1.2 billion at December 31, 2007. Core
customer non-interest bearing deposit accounts increased 23.3% to $87.6 million from $71 million at both September 30, 2007 and December 31, 2007.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Total assets increased 27.2% to $1.6 billion since the third quarter of 2007 and 9.6% compared to $1.5 billion at December 31, 2007, fueled by strong loan
growth and the acquisitions of Kentucky Trust Bank and Paramount Bank.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Efficiency ratio improved on a linked quarter basis to 47.5% for the three months ended September 30, 2008, compared to 50.7% for the three months ended
June 30, 2008.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Net interest margin improved four basis points on a linked quarter basis to 3.33% in the third quarter of 2008.
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | Capital was strengthened with the sale of a $9 million subordinated capital note by our bank subsidiary, PBI Bank, on July 1, 2008. The capital note, which
qualifies as Tier 2 capital, will provide funding for continued asset growth and maintain the banks strong capital position without being dilutive to common shareholders of Porter Bancorp.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following discussion and analysis covers the primary factors affecting our performance and financial condition.

Results of Operations

The following table summarizes components of
income and expense and the change in those components for the three months ended September 30, 2008, compared with the same period of 2007:



|                            |  |                                         |        |                         |   |        |  |   |         |   |  |       |  
|--------------------------- |  | --------------------------------------- | ------ | ----------------------- | - | ------ |  | - | ------- | - |  | ----- | -
|                            |  | For the Three MonthsEnded September 30, |        | Change fromPrior Period |  
|                            |  | 2008                                    |        | 2007                    |   | Amount |  |   | Percent |  
|                            |  | (dollars in thousands)                  |       
|Gross interest income       |  | $                                       | 25,106 |                         | $ | 23,851 |  | $ | 1,255   |   |  | 5.3   | %
|Gross interest expense      |  |                                         | 12,673 |                         |   | 13,115 |  |   | (442    | ) |  | (3.4  | )
|Net interest income         |  |                                         | 12,433 |                         |   | 10,736 |  |   | 1,697   |   |  | 15.8  |  
|Provision for credit losses |  |                                         | 1,250  |                         |   | 1,500  |  |   | (250    | ) |  | (16.7 | )
|Non-interest income         |  |                                         | 1,725  |                         |   | 1,313  |  |   | 412     |   |  | 31.4  |  
|Non-interest expense        |  |                                         | 6,769  |                         |   | 5,536  |  |   | 1,233   |   |  | 22.3  |  
|Net income before taxes     |  |                                         | 6,139  |                         |   | 5,013  |  |   | 1,126   |   |  | 22.5  |  
|Income tax expense          |  |                                         | 2,039  |                         |   | 1,714  |  |   | 325     |   |  | 19.0  |  
|Net income                  |  |                                         | 4,100  |                         |   | 3,299  |  |   | 801     |   |  | 24.3  |  

Net income of $4,100,000 for the three months ended September 30, 2008 increased $801,000, or 24.3%, from
$3,299,000 for the comparable period of 2007. This increase in earnings was primarily attributable to increased net interest income, but was offset by increased non-interest expense. The increase in net interest income was attributable to growth in
our loan portfolio, but was partially offset by the reduction in net interest margin. Non-interest expense increased due to costs related to the acquisition of Kentucky Trust Bank and Paramount Bank, increased salaries and benefits for existing
employees and occupancy and equipment expense to support the addition of new offices acquired in 2007 and 2008. Expenses also increased because FDIC insurance premiums rose significantly due to growth in deposits and amendments to the FDICs
risk-based deposit premium assessment system made by the FDIC Reform Act of 2005 that took effect in 2007.



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##### Table of Contents

The following table summarizes components of income and expense and the change in those components for the nine months
ended September 30, 2008, compared with the same period of 2007:



|                            |  |                        |        |              |   |        |  |   |         |   |  |      |  
|--------------------------- |  | ---------------------- | ------ | ------------ | - | ------ |  | - | ------- | - |  | ---- | -
|                            |  | For the Nine Months    |        | Change from  |  
|                            |  | Ended September 30,    |        | Prior Period |  
|                            |  | 2008                   |        | 2007         |   | Amount |  |   | Percent |  
|                            |  | (dollars in thousands) |       
|Gross interest income       |  | $                      | 75,821 |              | $ | 65,840 |  | $ | 9,981   |   |  | 15.2 | %
|Gross interest expense      |  |                        | 40,073 |              |   | 35,240 |  |   | 4,833   |   |  | 13.7 |  
|Net interest income         |  |                        | 35,748 |              |   | 30,600 |  |   | 5,148   |   |  | 16.8 |  
|Provision for credit losses |  |                        | 2,650  |              |   | 2,825  |  |   | (175    | ) |  | (6.2 | )
|Non-interest income         |  |                        | 5,331  |              |   | 3,790  |  |   | 1,541   |   |  | 40.7 |  
|Non-interest expense        |  |                        | 20,933 |              |   | 15,596 |  |   | 5,337   |   |  | 34.2 |  
|Net income before taxes     |  |                        | 17,496 |              |   | 15,969 |  |   | 1,527   |   |  | 9.6  |  
|Income tax expense          |  |                        | 5,826  |              |   | 5,380  |  |   | 446     |   |  | 8.3  |  
|Net income                  |  |                        | 11,670 |              |   | 10,589 |  |   | 1,081   |   |  | 10.2 |  

Net income of $11,670,000 for the nine months ended September 30, 2008 increased $1,081,000, or 10.2%, from
$10,589,000 for the comparable period of 2007. This increase in earnings was primarily attributable to increased net interest income, but was offset by increased non-interest expense. The increase in net interest income was attributable to growth in
our loan portfolio, but was partially offset by the reduction in net interest margin. Non-interest expense increased due to costs related to the acquisition of Kentucky Trust Bank and Paramount Bank, increased salaries and benefits for existing
employees and occupancy and equipment expense to support the addition of new offices acquired in 2007 and 2008. Expenses also increased because FDIC insurance premiums rose significantly due to growth in deposits and amendments to the FDICs
risk-based deposit premium assessment system made by the FDIC Reform Act of 2005 that took effect in 2007.

Net Interest Income  Our
net interest income was $12,433,000 for the three months ended September 30, 2008, an increase of $1,697,000, or 15.8%, compared with $10,736,000 for the same period in 2007. Net interest spread and margin were 2.98% and 3.33%, respectively,
for the third quarter of 2008, compared with 3.03% and 3.60%, respectively, for the third quarter of 2007. Net interest income was $35,748,000 for the nine months ended September 30, 2008, an increase of $5,148,000, or 16.8%, compared with
$30,600,000 for the same period of 2007. Net interest spread and margin were 2.88% and 3.28%, respectively, for the first nine months of 2008, compared with 3.13% and 3.73%, respectively, for the first nine months of 2007. Our spread and margin were
adversely impacted as the Federal Reserve decreased rates resulting in a 275 basis point decline in the prime rate during the 12 months following September 30, 2007. However, net interest margin improved four basis points to 3.33% in the third
quarter of 2008, compared with 3.29% in the second quarter of 2008 due primarily to lower funding costs. Our balance sheet is asset-sensitive, so our loan yields have responded more rapidly to the Federal Reserve rate cuts than our cost of funds. We
expect a slight decline in our net interest margin in the fourth quarter of this year based on the 50 basis point rate reduction by the Federal Reserve on October 8, 2008. If interest rates remain stable, we expect continued margin expansion in
2009 based upon our expectation of continued downward liability repricing with limited repricing of assets.



18





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##### Table of Contents

Our yield on earning assets decreased to 6.70% for the third quarter of 2008 compared to 7.96% for the third quarter of
2007. Our cost of funds also decreased to 3.72% for the third quarter of 2008 compared to 4.93% for the third quarter of 2007. Our yield on earning assets declined 15 basis points from 6.85% during the second quarter of 2008 and our cost of funds
decreased 22 basis points from 3.94%. Interest rate cuts made by the Federal Reserve over the last year adversely affected our margin as we are asset sensitive. However, liabilities continued to reprice during the third quarter, which lowered our
cost of funds to a greater extent than the downward repricing of assets.

Our average interest-earning assets were $1.5 billion for the nine months ended
September 30, 2008, compared with $1.1 billion for the nine months ended September 30, 2007, a 32.7% increase primarily attributable to loan growth. Average loans were $1.3 billion for the nine months ended September 30, 2008,
compared with $963 million for the nine months ended September 30, 2007, a 36.7% increase. Our total interest income increased by 15.2% to $75.8 million for the nine months ended September 30, 2008, compared with $65.8 million for the same
period in 2007. The change was due to growth in our loan portfolio and the Kentucky Trust Bank and Paramount Bank acquisitions.

Our average
interest-bearing liabilities also increased, by 36.4%, to $1.3 billion for the nine months ended September 30, 2008, compared with $971.6 million for the nine months ended September 30, 2007. Our total interest expense increased by 13.7%
to $40.1 million for the nine months ended September 30, 2008, compared with $35.2 million during the same period in 2007, due primarily to an increase in the volume of certificates of deposit. Our average volume of certificates of deposit
increased by 30.1% to $927.7 million for the nine months ended September 30, 2008, compared with $713.2 million for the nine months ended September 30, 2007. The average interest rate paid on certificates of deposits decreased to 4.44% for
the nine months ended September 30, 2008, compared with 5.09% for the nine months ended September 30, 2007. The decrease in cost of funds was the result of the continued repricing of certificates of deposit at maturity at lower interest
rates. The certificate of deposit volume increase reflected organic growth as well as the acquisitions of Kentucky Trust Bank and Paramount Bank.



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##### Table of Contents

Average Balance Sheets

The following table presents the average balance sheets for the three month periods ending September 30, 2008 and 2007, along with the related calculations of tax-equivalent net interest income, net interest margin and net interest
spread for the related periods.



|                                                  |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|------------------------------------------------- |  | -------------------------------- | --------- | - | ------------------- | - | ----------------- |  | ---- | -------------- |  | - | ------------------- | - | ----------------- | - | ------ |  | ---- | -
|                                                  |  | Three Months Ended September 30, |          
|                                                  |  | 2008                             |           |   | 2007                |  
|                                                  |  | AverageBalance                   |           |   | InterestEarned/Paid |   | AverageYield/Cost |  |      | AverageBalance |  |   | InterestEarned/Paid |   | AverageYield/Cost |  
|                                                  |  | (dollars in thousands)           |          
|ASSETS                                            |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Interest-earning assets:                          |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Loan receivables (1)(2)                           |  | $                                | 1,351,897 |   |                     | $ | 23,478            |  | 6.91 | %              |  | $ | 1,039,355           |   |                   | $ | 21,941 |  | 8.38 | %
|Securities                                        |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Taxable                                           |  |                                  | 90,493    |   |                     |   | 1,144             |  | 5.03 |                |  |   | 81,373              |   |                   |   | 1,008  |  | 4.91 |  
|Tax-exempt (3)                                    |  |                                  | 21,306    |   |                     |   | 216               |  | 6.20 |                |  |   | 16,476              |   |                   |   | 170    |  | 6.30 |  
|FHLB stock                                        |  |                                  | 9,941     |   |                     |   | 134               |  | 5.36 |                |  |   | 8,978               |   |                   |   | 147    |  | 6.50 |  
|Other equity securities                           |  |                                  | 3,045     |   |                     |   | 29                |  | 3.79 |                |  |   | 4,141               |   |                   |   | 46     |  | 4.41 |  
|Federal funds sold and other                      |  |                                  | 21,679    |   |                     |   | 105               |  | 1.93 |                |  |   | 42,904              |   |                   |   | 539    |  | 4.98 |  
|                                                  |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Total interest-earning assets                     |  |                                  | 1,498,361 |   |                     |   | 25,106            |  | 6.70 | %              |  |   | 1,193,227           |   |                   |   | 23,851 |  | 7.96 | %
|                                                  |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Less: Allowance for loan losses                   |  |                                  | (18,280   | ) |                     |   |                   |  |      |                |  |   | (13,762             | ) |                   |   |        |  |      |  
|Non-interest earning assets                       |  |                                  | 102,620   |   |                     |   |                   |  |      |                |  |   | 67,684              |   |                   |   |        |  |      |  
|                                                  |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Total assets                                      |  | $                                | 1,582,701 |   |                     |   |                   |  |      |                |  | $ | 1,247,149           |   |                   |   |        |  |      |  
|                                                  |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|LIABILITIES AND STOCKHOLDERS EQUITY              |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Interest-bearing liabilities:                     |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Certificates of deposit and other time deposits   |  | $                                | 954,819   |   |                     | $ | 9,703             |  | 4.04 | %              |  | $ | 771,297             |   |                   | $ | 10,029 |  | 5.16 | %
|NOW and money market deposits                     |  |                                  | 172,788   |   |                     |   | 860               |  | 1.98 |                |  |   | 162,026             |   |                   |   | 1,631  |  | 3.99 |  
|Savings accounts                                  |  |                                  | 35,157    |   |                     |   | 107               |  | 1.21 |                |  |   | 25,153              |   |                   |   | 98     |  | 1.55 |  
|Federal funds purchased and repurchase agreements |  |                                  | 12,777    |   |                     |   | 129               |  | 4.02 |                |  |   | 5,662               |   |                   |   | 59     |  | 4.13 |  
|FHLB advances                                     |  |                                  | 144,442   |   |                     |   | 1,421             |  | 3.91 |                |  |   | 67,149              |   |                   |   | 810    |  | 4.79 |  
|Junior subordinated debentures                    |  |                                  | 34,000    |   |                     |   | 453               |  | 5.30 |                |  |   | 25,000              |   |                   |   | 488    |  | 7.74 |  
|                                                  |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Total interest-bearing liabilities                |  |                                  | 1,353,983 |   |                     |   | 12,673            |  | 3.72 | %              |  |   | 1,056,287           |   |                   |   | 13,115 |  | 4.93 | %
|                                                  |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Non-interest-bearing liabilities:                 |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Non-interest-bearing deposits                     |  |                                  | 93,014    |   |                     |   |                   |  |      |                |  |   | 69,591              |   |                   |   |        |  |      |  
|Other liabilities                                 |  |                                  | 7,624     |   |                     |   |                   |  |      |                |  |   | 7,921               |   |                   |   |        |  |      |  
|                                                  |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Total liabilities                                 |  |                                  | 1,454,621 |   |                     |   |                   |  |      |                |  |   | 1,133,799           |   |                   |   |        |  |      |  
|Stockholders equity                              |  |                                  | 128,080   |   |                     |   |                   |  |      |                |  |   | 113,350             |   |                   |   |        |  |      |  
|                                                  |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Total liabilities and stockholders equity        |  | $                                | 1,582,701 |   |                     |   |                   |  |      |                |  | $ | 1,247,149           |   |                   |   |        |  |      |  
|                                                  |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Net interest income                               |  |                                  |           |   |                     | $ | 12,433            |  |      |                |  |   |                     |   |                   | $ | 10,736 |  |      |  
|                                                  |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Net interest spread                               |  |                                  |           |   |                     |   |                   |  | 2.98 | %              |  |   |                     |   |                   |   |        |  | 3.03 | %
|                                                  |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Net interest margin                               |  |                                  |           |   |                     |   |                   |  | 3.33 | %              |  |   |                     |   |                   |   |        |  | 3.60 | %
|                                                  |  |                                  |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  



|(1) | Includes loan fees in both interest income and the calculation of yield on loans.
|--- | ---------------------------------------------------------------------------------

|(2) | Calculations include non-accruing loans in average loan amounts outstanding.
|--- | ----------------------------------------------------------------------------

|(3) | Taxable equivalent yields are calculated assuming a 35% federal income tax rate.
|--- | --------------------------------------------------------------------------------



20





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##### Table of Contents

Average Balance Sheets

The following table presents the average balance sheets for the six month periods ending September 30, 2008 and 2007, along with the related calculations of tax-equivalent net interest income, net interest margin and net interest
spread for the related periods.



|                                                  |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|------------------------------------------------- |  | ------------------------------- | --------- | - | ------------------- | - | ----------------- |  | ---- | -------------- |  | - | ------------------- | - | ----------------- | - | ------ |  | ---- | -
|                                                  |  | Nine Months Ended September 30, |          
|                                                  |  | 2008                            |           |   | 2007                |  
|                                                  |  | AverageBalance                  |           |   | InterestEarned/Paid |   | AverageYield/Cost |  |      | AverageBalance |  |   | InterestEarned/Paid |   | AverageYield/Cost |  
|                                                  |  | (dollars in thousands)          |          
|ASSETS                                            |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Interest-earning assets:                          |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Loan receivables (1)(2)                           |  | $                               | 1,316,367 |   |                     | $ | 70,655            |  | 7.17 | %              |  | $ | 962,822             |   |                   | $ | 60,498 |  | 8.40 | %
|Securities                                        |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Taxable                                           |  |                                 | 95,433    |   |                     |   | 3,622             |  | 5.07 |                |  |   | 81,688              |   |                   |   | 3,002  |  | 4.91 |  
|Tax-exempt (3)                                    |  |                                 | 19,949    |   |                     |   | 606               |  | 6.24 |                |  |   | 16,364              |   |                   |   | 507    |  | 6.37 |  
|FHLB stock                                        |  |                                 | 9,810     |   |                     |   | 393               |  | 5.35 |                |  |   | 8,978               |   |                   |   | 434    |  | 6.46 |  
|Other equity securities                           |  |                                 | 3,852     |   |                     |   | 95                |  | 3.29 |                |  |   | 3,753               |   |                   |   | 121    |  | 4.31 |  
|Federal funds sold and other                      |  |                                 | 24,100    |   |                     |   | 450               |  | 2.49 |                |  |   | 33,899              |   |                   |   | 1,278  |  | 5.04 |  
|                                                  |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Total interest-earning assets                     |  |                                 | 1,469,511 |   |                     |   | 75,821            |  | 6.92 | %              |  |   | 1,107,504           |   |                   |   | 65,840 |  | 7.98 | %
|                                                  |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Less: Allowance for loan losses                   |  |                                 | (17,861   | ) |                     |   |                   |  |      |                |  |   | (13,394             | ) |                   |   |        |  |      |  
|Non-interest earning assets                       |  |                                 | 101,651   |   |                     |   |                   |  |      |                |  |   | 65,144              |   |                   |   |        |  |      |  
|                                                  |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Total assets                                      |  | $                               | 1,553,301 |   |                     |   |                   |  |      |                |  | $ | 1,159,254           |   |                   |   |        |  |      |  
|                                                  |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|LIABILITIES AND STOCKHOLDERS EQUITY              |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Interest-bearing liabilities:                     |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Certificates of deposit and other time deposits   |  | $                               | 927,659   |   |                     | $ | 30,809            |  | 4.44 | %              |  | $ | 713,241             |   |                   | $ | 27,161 |  | 5.09 | %
|NOW and money market deposits                     |  |                                 | 183,890   |   |                     |   | 3,118             |  | 2.26 |                |  |   | 141,831             |   |                   |   | 4,015  |  | 3.78 |  
|Savings accounts                                  |  |                                 | 34,031    |   |                     |   | 336               |  | 1.32 |                |  |   | 24,744              |   |                   |   | 265    |  | 1.43 |  
|Federal funds purchased and repurchase agreements |  |                                 | 14,741    |   |                     |   | 436               |  | 3.95 |                |  |   | 2,801               |   |                   |   | 74     |  | 3.53 |  
|FHLB advances                                     |  |                                 | 137,182   |   |                     |   | 4,178             |  | 4.07 |                |  |   | 63,954              |   |                   |   | 2,292  |  | 4.79 |  
|Junior subordinated debentures                    |  |                                 | 28,022    |   |                     |   | 1,196             |  | 5.70 |                |  |   | 25,000              |   |                   |   | 1,433  |  | 7.66 |  
|                                                  |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Total interest-bearing liabilities                |  |                                 | 1,325,525 |   |                     |   | 40,073            |  | 4.04 | %              |  |   | 971,571             |   |                   |   | 35,240 |  | 4.85 | %
|                                                  |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Non-interest-bearing liabilities:                 |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Non-interest-bearing deposits                     |  |                                 | 94,175    |   |                     |   |                   |  |      |                |  |   | 68,499              |   |                   |   |        |  |      |  
|Other liabilities                                 |  |                                 | 7,489     |   |                     |   |                   |  |      |                |  |   | 7,087               |   |                   |   |        |  |      |  
|                                                  |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Total liabilities                                 |  |                                 | 1,427,189 |   |                     |   |                   |  |      |                |  |   | 1,047,157           |   |                   |   |        |  |      |  
|Stockholders equity                              |  |                                 | 126,112   |   |                     |   |                   |  |      |                |  |   | 112,097             |   |                   |   |        |  |      |  
|                                                  |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Total liabilities and stockholders equity        |  | $                               | 1,553,301 |   |                     |   |                   |  |      |                |  | $ | 1,159,254           |   |                   |   |        |  |      |  
|                                                  |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Net interest income                               |  |                                 |           |   |                     | $ | 35,748            |  |      |                |  |   |                     |   |                   | $ | 30,600 |  |      |  
|                                                  |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Net interest spread                               |  |                                 |           |   |                     |   |                   |  | 2.88 | %              |  |   |                     |   |                   |   |        |  | 3.13 | %
|                                                  |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  
|Net interest margin                               |  |                                 |           |   |                     |   |                   |  | 3.28 | %              |  |   |                     |   |                   |   |        |  | 3.73 | %
|                                                  |  |                                 |           |   |                     |   |                   |  |      |                |  |   |                     |   |                   |   |        |  |      |  



|(1) | Includes loan fees in both interest income and the calculation of yield on loans.
|--- | ---------------------------------------------------------------------------------

|(2) | Calculations include non-accruing loans in average loan amounts outstanding.
|--- | ----------------------------------------------------------------------------

|(3) | Taxable equivalent yields are calculated assuming a 35% federal income tax rate.
|--- | --------------------------------------------------------------------------------



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##### Table of Contents

Rate/Volume Analysis

The table below sets forth certain information regarding changes in interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on
changes attributable to (1) changes in rate (changes in rate multiplied by old volume); (2) changes in volume (changes in volume multiplied by old rate); and (3) changes in rate-volume (change in rate multiplied by change in volume).
Changes in rate-volume are proportionately allocated between rate and volume variance.



|                                                   |  |                                               |        |   |                                              |   |       |                                     |      |   |           |        |  |   |        |   |  |   |        |   |  |   |        |  
|-------------------------------------------------- |  | --------------------------------------------- | ------ | - | -------------------------------------------- | - | ----- | ----------------------------------- | ---- | - | --------- | ------ |  | - | ------ | - |  | - | ------ | - |  | - | ------ | -
|                                                   |  | Three Months Ended September 30,2008 vs.
2007 |        |   | Nine Months Ended September 30,2008 vs.
2007 |  
|                                                   |  | Increase (decrease)due to change in           |        |   | NetChange                                    |   |       | Increase (decrease)due to change in |      |   | NetChange |       
|                                                   |  | Rate                                          |        |   | Volume                                       |   |       |                                     | Rate |   |           | Volume |  |  
|                                                   |  | (in thousands)                                |       
|Interest-earning assets:                           |  |                                               |        |   |                                              |   |       |                                     |      |   |           |        |  |   |        |   |  |   |        |   |  |   |        |  
|Loan receivables                                   |  | $                                             | (4,325 | ) |                                              | $ | 5,862 |                                     |      | $ | 1,537     |        |  | $ | (9,739 | ) |  | $ | 19,896 |   |  | $ | 10,157 |  
|Securities                                         |  |                                               | 12     |   |                                              |   | 170   |                                     |      |   | 182       |        |  |   | 86     |   |  |   | 633    |   |  |   | 719    |  
|FHLB stock                                         |  |                                               | (28    | ) |                                              |   | 15    |                                     |      |   | (13       | )      |  |   | (79    | ) |  |   | 38     |   |  |   | (41    | )
|Other equity securities                            |  |                                               | (10    | ) |                                              |   | (7    | )                                   |      |   | (17       | )      |  |   | (29    | ) |  |   | 3      |   |  |   | (26    | )
|Federal funds sold and other                       |  |                                               | (240   | ) |                                              |   | (194  | )                                   |      |   | (434      | )      |  |   | (210   | ) |  |   | (618   | ) |  |   | (828   | )
|                                                   |  |                                               |        |   |                                              |   |       |                                     |      |   |           |        |  |   |        |   |  |   |        |   |  |   |        |  
|Total increase in interest income                  |  |                                               | (4,591 | ) |                                              |   | 5,846 |                                     |      |   | 1,255     |        |  |   | (9,971 | ) |  |   | 19,952 |   |  |   | 9,981  |  
|                                                   |  |                                               |        |   |                                              |   |       |                                     |      |   |           |        |  |   |        |   |  |   |        |   |  |   |        |  
|Interest-bearing liabilities:                      |  |                                               |        |   |                                              |   |       |                                     |      |   |           |        |  |   |        |   |  |   |        |   |  |   |        |  
|Certificates of deposit and other time deposits    |  |                                               | (2,440 | ) |                                              |   | 2,114 |                                     |      |   | (326      | )      |  |   | (3,785 | ) |  |   | 7,433  |   |  |   | 3,648  |  
|NOW and money market accounts                      |  |                                               | (873   | ) |                                              |   | 102   |                                     |      |   | (771      | )      |  |   | (1,885 | ) |  |   | 988    |   |  |   | (897   | )
|Savings accounts                                   |  |                                               | (24    | ) |                                              |   | 33    |                                     |      |   | 9         |        |  |   | (19    | ) |  |   | 90     |   |  |   | 71     |  
|Federal funds purchased and repurchased agreements |  |                                               | (2     | ) |                                              |   | 72    |                                     |      |   | 70        |        |  |   | 10     |   |  |   | 352    |   |  |   | 362    |  
|FHLB advances                                      |  |                                               | (173   | ) |                                              |   | 784   |                                     |      |   | 611       |        |  |   | (390   | ) |  |   | 2,276  |   |  |   | 1,886  |  
|Junior subordinated debentures                     |  |                                               | (181   | ) |                                              |   | 146   |                                     |      |   | (35       | )      |  |   | (449   | ) |  |   | 212    |   |  |   | (237   | )
|                                                   |  |                                               |        |   |                                              |   |       |                                     |      |   |           |        |  |   |        |   |  |   |        |   |  |   |        |  
|Total increase in interest expense                 |  |                                               | (3,693 | ) |                                              |   | 3,251 |                                     |      |   | (442      | )      |  |   | (6,518 | ) |  |   | 11,351 |   |  |   | 4,833  |  
|                                                   |  |                                               |        |   |                                              |   |       |                                     |      |   |           |        |  |   |        |   |  |   |        |   |  |   |        |  
|Increase (decrease) in net interest income         |  | $                                             | (898   | ) |                                              | $ | 2,595 |                                     |      | $ | 1,697     |        |  | $ | (3,453 | ) |  | $ | 8,601  |   |  | $ | 5,148  |  
|                                                   |  |                                               |        |   |                                              |   |       |                                     |      |   |           |        |  |   |        |   |  |   |        |   |  |   |        |  



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##### Table of Contents

Non-Interest Income  The following table presents the major categories of non-interest income for the
three and nine months ended September 30, 2008 and 2007:



|                                                      |  |                                 |       |                                |      |   |       |  |   |       |   |  |   |      
|----------------------------------------------------- |  | ------------------------------- | ----- | ------------------------------ | ---- | - | ----- |  | - | ----- | - |  | - | -----
|                                                      |  | Three Months EndedSeptember 30, |       | Nine Months EndedSeptember 30,
|                                                      |  | 2008                            |       |                                | 2007 |   | 2008  |  |   | 2007 
|                                                      |  | (in thousands)                 
|Service charges on deposit accounts                   |  | $                               | 876   |                                |      | $ | 669   |  | $ | 2,607 |   |  | $ | 1,852
|Income from fiduciary activities                      |  |                                 | 261   |                                |      |   |      |  |   | 845   |   |  |   |     
|Secondary market brokerage fees                       |  |                                 | 92    |                                |      |   | 67    |  |   | 306   |   |  |   | 232  
|Title insurance commissions                           |  |                                 | 50    |                                |      |   | 37    |  |   | 144   |   |  |   | 149  
|(Losses) gains on sales of investment securities, net |  |                                 | (101  | )                              |      |   | 42    |  |   | (146  | ) |  |   | 104  
|Other                                                 |  |                                 | 547   |                                |      |   | 498   |  |   | 1,575 |   |  |   | 1,453
|                                                      |  |                                 |       |                                |      |   |       |  |   |       |   |  |   |      
|Total non-interest income                             |  | $                               | 1,725 |                                |      | $ | 1,313 |  | $ | 5,331 |   |  | $ | 3,790
|                                                      |  |                                 |       |                                |      |   |       |  |   |       |   |  |   |      

Non-interest income for the third quarter ended September 30, 2008 increased $412,000, or 31.4%, compared
with the third quarter of 2007. For the nine months ended September 30, 2008 non-interest income increased by $1.5 million to $5.3 million compared with $3.8 million for same period of 2007. The increase in non-interest income for both the
third quarter and nine months ended September 30, 2008 was primarily due to higher service charges on deposit accounts and income from fiduciary activities from the trust operation acquired in the Kentucky Trust Bank transaction. Income from
fiduciary activities added $261,000 and $845,000 to non-interest income in the third quarter and first nine months of 2008, respectively. This was partially offset by a $101,000 net loss on the sale of securities in the third quarter of 2008
compared with a net gain of $42,000 in the same quarter of 2007 and a $146,000 net loss on the sale of securities for the first nine months of the current year compared with a net gain of $104,000 for the first nine months of 2007.

Non-interest ExpenseThe following table presents the major categories of non-interest expense for the three and nine months ended
September 30, 2008 and 2007:



|                                |  |                                 |       |                                |   |       |  |      |        |  |   |       
|------------------------------- |  | ------------------------------- | ----- | ------------------------------ | - | ----- |  | ---- | ------ |  | - | ------
|                                |  | Three Months EndedSeptember 30, |       | Nine Months EndedSeptember 30,
|                                |  | 2008                            |       | 2007                           |   | 2008  |  | 2007
|                                |  | (in thousands)                 
|Salary and employee benefits    |  | $                               | 3,666 |                                | $ | 3,115 |  | $    | 11,382 |  | $ | 9,051 
|Occupancy and equipment         |  |                                 | 882   |                                |   | 673   |  |      | 2,699  |  |   | 1,837 
|State franchise tax             |  |                                 | 435   |                                |   | 326   |  |      | 1,305  |  |   | 976   
|FDIC insurance                  |  |                                 | 284   |                                |   | 76    |  |      | 747    |  |   | 127   
|Professional fees               |  |                                 | 177   |                                |   | 149   |  |      | 595    |  |   | 485   
|Postage and delivery            |  |                                 | 201   |                                |   | 127   |  |      | 568    |  |   | 388   
|Communications                  |  |                                 | 181   |                                |   | 113   |  |      | 530    |  |   | 322   
|Other real estate owned expense |  |                                 | 109   |                                |   | 232   |  |      | 456    |  |   | 327   
|Office supplies                 |  |                                 | 108   |                                |   | 105   |  |      | 446    |  |   | 348   
|Advertising                     |  |                                 | 100   |                                |   | 140   |  |      | 401    |  |   | 393   
|Other                           |  |                                 | 626   |                                |   | 480   |  |      | 1,804  |  |   | 1,342 
|                                |  |                                 |       |                                |   |       |  |      |        |  |   |       
|Total non-interest expense      |  | $                               | 6,769 |                                | $ | 5,536 |  | $    | 20,933 |  | $ | 15,596
|                                |  |                                 |       |                                |   |       |  |      |        |  |   |       

Non-interest expense for the third quarter ended September 30, 2008 increased $1.2 million, or 22.3%,
compared with the third quarter of 2007. For the nine months ended September 30, 2008, non-interest expense increased $5.3 million, or 34.2%, to $20.9 million compared with $15.6 million for the first nine months of 2007. The increase in
non-interest expense was primarily attributable to costs related to the acquisitions of Kentucky Trust Bank and Paramount Bank, increased salaries and benefits for existing employees, and occupancy and equipment expense to support the addition of
new offices acquired in 2007 and 2008. Expenses also increased because FDIC insurance premiums rose significantly due to growth in deposits and amendments made by the FDIC to its risk-based deposit premium assessment system taking effect in 2007.
Expenses also increased for other real estate owned from $327,000 in the first nine months of 2007 to $456,000 in the first nine months of 2008 due to higher costs related to foreclosures on non-performing credits, repossessing collateral and other
collection efforts. This increase in non-interest expense primarily caused our efficiency ratio to increase to 50.8% for the first nine months of 2008 compared with 45.5% for the same period of 2007.



23





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##### Table of Contents

Income Tax ExpenseIncome tax expense was $2.0 million, or 33.2% of pre-tax income, for the
third quarter ended September 30, 2008, and $5.8 million, or 33.3% of pre-tax income for the first nine months of 2008, compared with $1.7 million, or 34.2% of pre-tax income, for the third quarter of 2007, and $5.4 million, or 33.7% of pre-tax
income, for the first nine months of 2007. The decrease in effective tax rate between periods is attributable to an increase in non-taxable income from municipal securities and increased tax credits related to investments in community development
partnerships.

Analysis of Financial Condition

Total
assets increased $140.2 million, or 9.6%, to $1.6 billion at September 30, 2008 from $1.5 billion at December 31, 2007. This increase was primarily attributable to an increase of $122.5 million in net loans from organic growth and the
acquisition of Paramount Bank.

Loans ReceivableLoans receivable increased $124.8 million, or 10.2%, during the nine months
ended September 30, 2008 to $1.3 billion. Our commercial, commercial real estate and real estate construction portfolios increased by an aggregate of $59.9 million, or 7.1%, during the nine months and comprised 67.7% of the total loan portfolio
at September 30, 2008.

Loan Portfolio CompositionThe following table presents a summary of the loan portfolio at the
dates indicated, net of deferred loan fees, by type. There are no foreign loans in our portfolio; and other than commercial real estate, construction real estate and residential real estate, there is no concentration of loans in any industry
exceeding 10% of total loans.



|              |  |                         |           |         |                        |   |        |   |           |  |        |  
|------------- |  | ----------------------- | --------- | ------- | ---------------------- | - | ------ | - | --------- |  | ------ | -
|              |  | As of September 30,2008 |           |         | As of December 31,2007 |  
|              |  | Amount                  |           | Percent |                        |   | Amount |   | Percent   | 
|              |  | (dollars in thousands)  |          
|Type of Loan: |  |                         |           |         |                        |   |        |   |           |  |        |  
|Real estate:  |  |                         |           |         |                        |   |        |   |           |  |        |  
|Commercial    |  | $                       | 449,686   |         | 33.50                  | % |        | $ | 422,405   |  | 34.69  | %
|Construction  |  |                         | 368,424   |         | 27.44                  |   |        |   | 318,462   |  | 26.15  |  
|Residential   |  |                         | 341,081   |         | 25.41                  |   |        |   | 288,703   |  | 23.71  |  
|Home equity   |  |                         | 32,833    |         | 2.45                   |   |        |   | 25,382    |  | 2.08   |  
|Commercial    |  |                         | 91,316    |         | 6.80                   |   |        |   | 108,619   |  | 8.92   |  
|Consumer      |  |                         | 39,318    |         | 2.93                   |   |        |   | 38,061    |  | 3.13   |  
|Agriculture   |  |                         | 16,580    |         | 1.23                   |   |        |   | 14,855    |  | 1.22   |  
|Other         |  |                         | 3,229     |         | 0.24                   |   |        |   | 1,211     |  | 0.10   |  
|              |  |                         |           |         |                        |   |        |   |           |  |        |  
|Total loans   |  | $                       | 1,342,467 |         | 100.00                 | % |        | $ | 1,217,698 |  | 100.00 | %
|              |  |                         |           |         |                        |   |        |   |           |  |        |  

Non-Performing AssetsNon-performing assets consist of certain restructured loans for
which interest rate or other terms have been renegotiated, loans past due 90 days or more still on accrual, loans on which interest is no longer accrued, real estate acquired through foreclosure and repossessed assets.



24





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##### Table of Contents

The following table sets forth information with respect to non-performing assets as of September 30, 2008 and
December 31, 2007.



|                                                |  |                        |        |   |                  |   |        |  
|----------------------------------------------- |  | ---------------------- | ------ | - | ---------------- | - | ------ | -
|                                                |  | September 30,2008      |        |   | December 31,2007 |  
|                                                |  | (dollars in thousands) |       
|Loans past due 90 days or more still on accrual |  | $                      | 4,997  |   |                  | $ | 2,145  |  
|Non-accrual loans                               |  |                        | 10,420 |   |                  |   | 10,524 |  
|                                                |  |                        |        |   |                  |   |        |  
|Total non-performing loans                      |  |                        | 15,417 |   |                  |   | 12,669 |  
|Real estate acquired through foreclosure        |  |                        | 7,521  |   |                  |   | 4,309  |  
|Other repossessed assets                        |  |                        | 96     |   |                  |   | 30     |  
|                                                |  |                        |        |   |                  |   |        |  
|Total non-performing assets                     |  | $                      | 23,034 |   |                  | $ | 17,008 |  
|                                                |  |                        |        |   |                  |   |        |  
|Non-performing loans to total loans             |  |                        | 1.15   | % |                  |   | 1.04   | %
|                                                |  |                        |        |   |                  |   |        |  
|Non-performing assets to total assets           |  |                        | 1.44   | % |                  |   | 1.17   | %
|                                                |  |                        |        |   |                  |   |        |  

Nonperforming loans at September 30, 2008 were $15.4 million, or 1.15% of total loans, compared with $8.4
million, or 0.78% of total loans, at September 30, 2007, and $12.7 million, or 1.04% of total loans, at December 31, 2007. The increase of $2.7 million in non-performing loans from December 31, 2007 to September 30, 2008 is
primarily attributable to the effects of the economic slowdown in the real estate market. We continue to closely monitor non-performing loans.

Foreclosed
properties at September 30, 2008 were $7.5 million compared with $6.9 million at September 30, 2007 and $4.3 million at December 31, 2007. The increase in foreclosed properties from year-end 2007 is attributable to the economic
slowdown in the real estate market and the normal progression of troubled loans through workout, collateral repossession and ultimate disposition. We value foreclosed properties at fair value less costs to sell when acquired and expect to liquidate
these properties to recover our investment in the due course of business.

Allowance for Loan LossesThe allowance for loan
losses is based on managements continuing review and risk evaluation of individual loans, loss experience, current economic conditions, risk characteristics of various categories of loans and such other factors that, in managements
judgment, require current recognition in estimating loan losses.

Management has established loan grading procedures that result in specific allowance
allocations for any estimated inherent risk of loss. For loans not individually graded, a general allowance allocation is computed using factors developed over time based on actual loss experience. The specific and general allocations plus
consideration of qualitative factors represent managements best estimate of probable losses contained in the loan portfolio at the evaluation date. Although the allowance for loan losses is comprised of specific and general allocations, the
entire allowance is available to absorb any credit losses.

Our loan loss reserve as a percentage of total loans at September 30, 2008 increased to
1.39% from 1.35% at September 30, 2007 and from 1.34% at December 31, 2007. Provision for loan losses decreased $250,000 to $1.3 million for the third quarter of 2008 compared with the third quarter of 2007 and increased $500,000 compared
with the second quarter of 2008. Provision for loan losses decreased $175,000 to $2.7 million for the nine months ended September 30, 2008, compared with $2.8 million for the same nine months of 2007. The decrease in provision expense was
primarily due to the moderation of loan growth in the current periods. Net loan charge-offs were very stable for the periods under review. Net charge-offs for the third quarter of 2008 were $745,000, or 0.06% of average loans, compared with
$479,000, or 0.05%, for the third quarter of 2007, and $684,000, or 0.05%, for the second quarter of 2008. Net charge-offs for the nine months ended September 30, 2008, were $1.8 million, or 0.13% of average loans, compared with $1.2 million, or
0.12%, for the first nine months of 2007.



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##### Table of Contents

An analysis of changes in allowance for loan losses and selected ratios for the three and nine month periods ended
September 30, 2008 and 2007 follows:



|                                                  |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------- |  | ------------------------------- | ------ | - | ------------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                  |  | Three Months EndedSeptember 30, |        |   | Nine Months EndedSeptember 30, |  
|                                                  |  | 2008                            |        |   | 2007                           |   |        | 2008 |  |   | 2007   |  
|                                                  |  | (dollars in thousands)          |       
|Balance at beginning of period                    |  | $                               | 18,133 |   |                                | $ | 13,479 |      |  | $ | 16,342 |   |  | $ | 12,832 |  
|Acquired in bank acquisition                      |  |                                 |       |   |                                |   |       |      |  |   | 1,420  |   |  |   |       |  
|Provision for loan losses                         |  |                                 | 1,250  |   |                                |   | 1,500  |      |  |   | 2,650  |   |  |   | 2,825  |  
|Recoveries                                        |  |                                 | 37     |   |                                |   | 40     |      |  |   | 225    |   |  |   | 188    |  
|Charge-offs                                       |  |                                 | (782   | ) |                                |   | (519   | )    |  |   | (1,999 | ) |  |   | (1,345 | )
|                                                  |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Balance at end of period                          |  | $                               | 18,638 |   |                                | $ | 14,500 |      |  | $ | 18,638 |   |  | $ | 14,500 |  
|                                                  |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Allowance for loan losses to period-end loans     |  |                                 | 1.39   | % |                                |   | 1.35   | %    |  |   | 1.39   | % |  |   | 1.35   | %
|                                                  |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Net charge-offs to average loans                  |  |                                 | 0.06   | % |                                |   | 0.05   | %    |  |   | 0.13   | % |  |   | 0.12   | %
|                                                  |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  
|Allowance for loan losses to non-performing loans |  |                                 | 120.89 | % |                                |   | 173.34 | %    |  |   | 120.89 | % |  |   | 173.34 | %
|                                                  |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   |        |  

LiabilitiesTotal liabilities at September 30, 2008 were $1.5 billion compared
with $1.3 billion at December 31, 2007, an increase of $134.7 million, or 10.1%. The increase was primarily attributable to an increase in deposits of $105.4 million, or 9.0%, at September 30, 2008 to $1.3 billion from $1.2 billion at
December 31, 2007 primarily due to the acquisition of Paramount Bank.

Federal Home Loan Bank advances also increased $22.1 million, or 18.1%, to
$143.8 million from $121.8 million at December 31, 2007. These advances are used from time to time to fund asset growth and manage interest rate risk in accordance with our asset/liability management strategies.

Deposits are our primary source of funds. The following table sets forth the average daily balances and weighted average rates paid for our deposits for the periods
indicated:



|                        |  |                                            |           |             |                                    |   |                |   |             |  |      |  
|----------------------- |  | ------------------------------------------ | --------- | ----------- | ---------------------------------- | - | -------------- | - | ----------- |  | ---- | -
|                        |  | For the Nine MonthsEnded September 30,2008 |           |             | For the YearEnded December 31,2007 |  
|                        |  | AverageBalance                             |           | AverageRate |                                    |   | AverageBalance |   | AverageRate | 
|                        |  | (dollars in thousands)                     |          
|Demand                  |  | $                                          | 94,175    |             |                                   |   |                | $ | 73,183      |  |     |  
|Interest checking       |  |                                            | 96,414    |             | 1.86                               | % |                |   | 60,600      |  | 2.05 | %
|Money market            |  |                                            | 87,476    |             | 2.71                               |   |                |   | 97,045      |  | 4.69 |  
|Savings                 |  |                                            | 34,031    |             | 1.32                               |   |                |   | 25,766      |  | 1.44 |  
|Certificates of deposit |  |                                            | 927,659   |             | 4.44                               |   |                |   | 740,693     |  | 5.09 |  
|                        |  |                                            |           |             |                                    |   |                |   |             |  |      |  
|Total deposits          |  | $                                          | 1,239,755 |             | 3.69                               |   |                | $ | 997,287     |  | 4.40 |  
|                        |  |                                            |           |             |                                    |   |                |   |             |  |      |  



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##### Table of Contents

The following table sets forth the average daily balances and weighted average rates paid for our certificates of deposit
for the periods indicated:



|                   |  |                                             |         |             |                                     |   |                |   |             |  |      |  
|------------------ |  | ------------------------------------------- | ------- | ----------- | ----------------------------------- | - | -------------- | - | ----------- |  | ---- | -
|                   |  | For the Nine Months EndedSeptember 30, 2008 |         |             | For the Year EndedDecember 31, 2007 |  
|                   |  | AverageBalance                              |         | AverageRate |                                     |   | AverageBalance |   | AverageRate | 
|                   |  | (dollars in thousands)                      |        
|Less than $100,000 |  | $                                           | 602,879 |             | 4.41                                | % |                | $ | 529,114     |  | 5.04 | %
|$100,000 or more   |  |                                             | 324,780 |             | 4.49                                |   |                |   | 211,579     |  | 5.22 |  
|                   |  |                                             |         |             |                                     |   |                |   |             |  |      |  
|Total              |  | $                                           | 927,659 |             | 4.44                                |   |                | $ | 740,693     |  | 5.09 |  
|                   |  |                                             |         |             |                                     |   |                |   |             |  |      |  

The following table shows at September 30, 2008 and December 31, 2007 the amount of our time deposits of
$100,000 or more by time remaining until maturity:



|                                 |  |                        |         |                       |   |        
|-------------------------------- |  | ---------------------- | ------- | --------------------- | - | -------
|Maturity Period                  |  | As ofSeptember 30,2008 |         | As ofDecember 31,2007
|                                 |  | (in thousands)        
|Three months or less             |  | $                      | 90,361  |                       | $ | 95,315 
|Three months through six months  |  |                        | 93,977  |                       |   | 73,012 
|Six months through twelve months |  |                        | 119,782 |                       |   | 66,536 
|Over twelve months               |  |                        | 66,453  |                       |   | 44,871 
|                                 |  |                        |         |                       |   |        
|Total                            |  | $                      | 370,573 |                       | $ | 279,734
|                                 |  |                        |         |                       |   |        

Liquidity

Liquidity risk arises from the possibility we may not be able to satisfy current or future financial commitments, or may become unduly reliant on alternative funding sources. The objective of liquidity risk management is to ensure that the
cash flow requirements of depositors and borrowers, as well as our operating cash needs, are met, taking into account all on- and off-balance sheet funding demands. Liquidity risk management also includes ensuring cash flow needs are met at a
reasonable cost. We maintain an investment and funds management policy, which identifies the primary sources of liquidity, establishes procedures for monitoring and measuring liquidity and establishes minimum liquidity requirements in compliance
with regulatory guidance. The liquidity position is continually monitored and reviewed by our Asset Liability Committee.

Funds are available from a number
of sources, including the sale of securities in the available-for-sale portion of the investment portfolio, principal pay-downs on loans and mortgage-backed securities, brokered deposits and other wholesale funding. During 2007 and the first nine
months of 2008, PBI Bank utilized brokered and wholesale deposits to supplement its funding strategy. At September 30, 2008, these deposits totaled $61.5 million. PBI Bank also secured federal funds borrowing lines from major correspondent
banks totaling $46.3 million on an unsecured basis and an additional $25 million on a secured basis.

Traditionally, PBI Bank has utilized borrowings from
the FHLB to supplement our funding requirements. At September 30, 2008, the Bank had an unused borrowing capacity with the FHLB of $67.5 million. Management believes our sources of liquidity are adequate to meet expected cash needs for the
foreseeable future.



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We use cash to pay dividends on common stock, if and when declared by the board of directors, and to service debt. The
main sources of funding include dividends paid by PBI Bank, management fees received from PBI Bank and affiliated banks and financing obtained in the capital markets.

Capital

Stockholders equity increased $5.5 million to $127.8 million at September 30, 2008, compared with
$122.3 million at December 31, 2007. The increase was due to net income earned during the first nine months of 2008 reduced by dividends declared and changes in accumulated other comprehensive loss. The Company and the Bank qualified as well
capitalized under regulatory guidelines at September 30, 2008.

Each of the federal bank regulatory agencies has established minimum leverage capital
requirements for banking organizations. Banking organizations must maintain a minimum ratio of Tier 1 capital to adjusted average quarterly assets equal to 3% to 5% subject to federal bank regulatory evaluation of an organizations overall
safety and soundness.

The following table shows the ratios of Tier 1 capital and total capital to risk-adjusted assets and the leverage ratios for Porter
Bancorp, Inc. and PBI Bank at the dates indicated:



|                         |  |                    |   |               |                          |   |         |                    |   |               |                   |   |         |       |   |  |      
|------------------------ |  | ------------------ | - | ------------- | ------------------------ | - | ------- | ------------------ | - | ------------- | ----------------- | - | ------- | ----- | - |  | -----
|                         |  | RegulatoryMinimums |   |               | Well-CapitalizedMinimums |   |         | September 30, 2008 |   |               | December 31, 2007
|                         |  |                    |   | PorterBancorp |                          |   | PBIBank |                    |   | PorterBancorp |                   |   | PBIBank
|Tier I capital           |  | 4.0                | % |               | 6.0                      | % |         | 9.55               | % |               | 9.18              | % |         | 10.39 | % |  | 9.30%
|Total risk-based capital |  | 8.0                |   |               | 10.0                     |   |         | 11.49              |   |               | 11.12             |   |         | 11.64 |   |  | 10.55
|Tier I leverage ratio    |  | 4.0                |   |               | 5.0                      |   |         | 8.11               |   |               | 7.78              |   |         | 9.07  |   |  | 8.11 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Companys interest sensitivity profile was asset sensitive at September 30, 2008, and December 31, 2007. Given an instantaneous 100
basis point decrease in rates that was sustained for 12 months, base net interest income would decrease by an estimated 6.1% at September 30, 2008 compared with a decrease of 5.4% at December 31, 2007. Given a 100 basis point increase in
interest rates, base net interest income would increase by an estimated 4.7% at September 30, 2008, compared with an increase of 5.3% at December 31, 2007 and is within the risk tolerance parameters of our risk management policy.

The following table indicates the estimated impact on net interest income under various interest rate scenarios for the twelve months following
September 30, 2008, as calculated using the static shock model approach:



|                   |  |                                     |        |   |                   |        |  
|------------------ |  | ----------------------------------- | ------ | - | ----------------- | ------ | -
|                   |  | Change in FutureNet Interest Income |       
|                   |  | Dollar Change                       |        |   | Percentage Change |       
|                   |  | (dollars in thousands)              |       
|+ 200 basis points |  | $                                   | 4,998  |   |                   | 10.16  | %
|+ 100 basis points |  |                                     | 2,306  |   |                   | 4.69   |  
|- 100 basis points |  |                                     | (3,006 | ) |                   | (6.11  | )
|- 200 basis points |  |                                     | (7,643 | ) |                   | (15.53 | )



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Item 4. Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, we carried out an evaluation, under the
supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the fiscal quarter covered by this report, these
disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is: (a) recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission, and (b) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure. Additionally, there was no change in our internal control over financial reporting during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the
internal control over financial reporting.



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##### Table of Contents

PART II  OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

In the normal course of operations, we are
defendants in various legal proceedings. In the opinion of management, there is no proceeding pending or, to the knowledge of our management, threatened litigation in which an adverse decision could result in a material adverse change in our
business or consolidated financial position.



|Item 1A. | Risk Factors
|-------- | ------------

Information regarding risk factors appears in the
Companys Annual Report on Form 10-K for the year ended December 31, 2007 under Item 1A  Risk Factors. There have been no material changes from the risk factors previously discussed in our Form 10-K.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

Purchases of Equity Securities by Issuer

In December 2006, the Companys Board of Directors approved the repurchase of shares of
Porter Bancorps common stock in an amount not to exceed $3 million, exclusive of any fees or commissions. The shares may be repurchased from time to time in open market transactions or privately negotiated transactions at its discretion,
subject to market conditions and other factors. The Company did not repurchase any shares in the third quarter of 2008. As of September 30, 2008, Porter Bancorp had approximately $2.5 million remaining to purchase shares under the current
stock repurchase program.



|Item 3. | Default Upon Senior Securities
|------- | ------------------------------

Not applicable.



|Item 4. | Submission of Matters to a Vote of Securities Holders
|------- | -----------------------------------------------------

Not
applicable.



|Item 5. | Other Information
|------- | -----------------

Not applicable.



|Item 6. | Exhibits
|------- | --------

(a) Exhibits

The following exhibits are filed or furnished as part of this report:





|              |  |                                                                                                                                                       
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                                                                                                
|31.1          |  | Certificationof Principal Executive Officer, pursuant to Rule 13a  14(a).                                                                            
|              | 
|31.2          |  | Certificationof Principal Financial Officer, pursuant to Rule 13a  14(a).                                                                            
|              | 
|32.1          |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|              | 
|32.2          |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act if 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                 |  |  |  |                      |  |                                                     
|---------------- |  |  |  | -------------------- |  | ----------------------------------------------------
|                 |  |  |  | PORTER BANCORP, INC.
|                 |  |  |  | (Registrant)        
|                 |  |  | 
|October 31, 2008 |  |  |  | By:                  |  | /s/ Maria L. Bouvette                               
|                 |  |  |  |                      |  | Maria L. Bouvette                                   
|                 |  |  |  |                      |  | President & Chief Executive Officer                 
|                 |  |  | 
|October 31, 2008 |  |  |  | By:                  |  | /s/ David B. Pierce                                 
|                 |  |  |  |                      |  | David B. Pierce                                     
|                 |  |  |  |                      |  | Chief Financial Officer and Chief Accounting Officer



31