0001193125-10-014125 Sample Contracts

FORM OF SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • January 27th, 2010 • Premierwest Bancorp • National commercial banks • Massachusetts

This Subscription Agent Agreement (the “Agreement”) is made as of [— ], 2010 between PremierWest Bancorp (the “Company”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the (Registration Statement on Form S-1, File No. 333-163201 filed by the Company with the Securities and Exchange Commission on November 18, 2009, as amended by any amendment filed with respect thereto (the “Registration Statement”).

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