EXHIBIT 10.2 Change of Control Agreement between Premier Bancorp, Inc., Premier Bank and John C. Soffronoff (Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-QSB filed with the SEC on November 13, 1998).

                                  EXHIBIT 10.2


Change of Control Agreement between Premier Bancorp, Inc., Premier Bank and Xxxx
X. Xxxxxxxxxx (Incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-QSB filed with the SEC on November 13, 1998).

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