UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

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Check the appropriate box:

¨ Preliminary Proxy Statement

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x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material pursuant to § 240.14a-12

PREMIERWEST BANCORP

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PremierWest Bancorp

NOTICE OF SPECIAL MEETING

AND PROXY STATEMENT

P R E M I E R W E ST  B A N C O R P

503 Airport Road

Medford, Oregon 97504

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD DECEMBER 16, 2010

To the shareholders of PremierWest Bancorp:

Notice is hereby given that a special meeting of PremierWest Bancorp’s shareholders will be held at the Rogue Valley Country Club, 2660 Hillcrest Road, Medford, Oregon, on Thursday, December 16, 2010, at 3:00 p.m., local time, for the following purposes:

(1) To approve amendments to our Articles of Incorporation, as amended, to effect a reverse stock split of our common stock and maintain the current authorized number of shares of our common stock at 150,000,000. Three different reverse stock split exchange ratios will be presented for approval by shareholders and if all are approved, the Board of Directors will determine which exchange ratio is appropriate following the special meeting. The Board may, in its sole discretion, elect not to implement any reverse stock split. The text of the proposed amendments to our Articles of Incorporation are attached as Appendix A-1, Appendix A-2 and Appendix A-3 to the accompanying Proxy Statement; and

(2) To approve the special meeting’s adjournment, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the proposed amendments to the Articles of Incorporation.

The items of business listed above are more fully described in the proxy statement accompanying this notice. If you were a shareholder of record of the Company’s common stock as of the close of business on October 28, 2010, you are entitled to receive this notice and vote at the special meeting, and any adjournments or postponements thereof. This notice and the proxy statement are being mailed to shareholders of record on or about November 5, 2010. Your Board recommends a vote FOR each of the items of business.

YOUR VOTE IS IMPORTANT. Whether or not you expect to attend the special meeting, it is important that your shares be represented and voted at the meeting. Please mark, sign, date and promptly return your proxy card in the enclosed envelope or vote by telephone or Internet by following the instructions on your proxy card.

November 5, 2010	BY ORDER OF THE BOARD OF DIRECTORS
	Tom Anderson
	Executive Vice President
	Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 16, 2010: A full set of proxy materials, including a copy of the accompanying proxy statement and voting information, is available at www.edocumentview.com/PRWT.

Voting promptly will save us the expense of further requests for proxies in order to ensure a quorum. A proxy card and self-addressed envelope are enclosed for your convenience. You may also vote by phone or on the Internet.

PREMIERWEST BANCORP

503 Airport Road

Medford, Oregon 97504

PROXY STATEMENT

This proxy statement, proxy card and notice of special meeting of shareholders are being furnished to shareholders of PremierWest Bancorp in connection with the solicitation by the Board of Directors of proxies to be used at the special meeting of shareholders to be held at the Rogue Valley Country Club, 2660 Hillcrest Road, Medford, Oregon, on Thursday, December 16, 2010, at 3:00 p.m., local time. This proxy statement and related materials are being mailed to shareholders on or about November 5, 2010.

As used in this proxy statement, the terms “we,” “our,” “the Company” and “us” all refer to PremierWest Bancorp.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements about the Company that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These statements may include statements regarding business strategies, management plans and objectives for future operations. All statements other than statements of historical fact are forward-looking statements. You can find many of these statements by looking for words such as “anticipates,” “expects,” “believes,” “estimates” and “intends” and words or phrases of similar meaning. Forward-looking statements involve substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. The Company does not intend to update these forward-looking statements, which are made as of the date of this proxy statement. You should consider any written or oral forward-looking statements in light of this explanation, and we caution you about relying on forward-looking statements.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Why am I receiving these materials?

On March 15, 2010, we received written notice from The NASDAQ Stock Market that we were not in compliance with the $1.00 minimum bid price requirement for continued listing on The NASDAQ Capital Market, as set forth in Listing Rule 5550(a)(2). Nasdaq provided 180 calendar days, or until September 13, 2010, to regain compliance by achieving a closing bid price of $1.00 or higher for a minimum of 10 consecutive trading days. At September 13, 2010, we had not regained compliance with the minimum bid price requirement, but remained in compliance with all other Nasdaq listing requirements and Nasdaq granted us an additional 180-day period, or until March 10, 2011, to achieve the minimum bid price requirement.

A delisting from Nasdaq could have a negative impact on the value and liquidity of our common stock and ability to access the capital markets in the future. On October 28, 2010, the last reported sale price of our common stock was $0.39 per share.

The Board determined that continued listing on The NASDAQ Capital Market is beneficial to the Company and its shareholders and on October 28, 2010, approved amendments to our Articles of Incorporation to effect a reverse stock split at three possible exchange ratios with the intention of increasing our stock price above the $1.00 minimum bid price. Nasdaq rules permit listed companies to effect a reverse stock split to regain compliance with the minimum bid price requirement.

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Several factors beyond our control will influence the future trading price of our common stock. As a result, there can be no assurance that the market price of our common stock will increase following the reverse stock split (either at all or in proportion to the reduction in the number of shares of common stock outstanding before the reverse stock split), that the market price of the common stock will not decrease in the future or that we will be able to meet and continue to meet Nasdaq’s continued listing requirements.

An amendment to our Articles of Incorporation to effect a reverse stock split requires shareholder approval.

What will I vote on at the special meeting?

This proxy statement is being sent to shareholders to solicit votes on the following matters:

Proposal 1.	To approve a one-for-five share reverse stock split of our common stock;
Proposal 2.	To approve a one-for-ten share reverse stock split of our common stock;
Proposal 3.	To approve a one-for-fifteen share reverse stock split of our common stock; and
Proposal 4.	To approve an adjournment of the special meeting, if necessary, to solicit additional proxies.

If one or more of Proposals 1, 2 and 3 are approved by shareholders, the Board will select which, if any, of the reverse stock split exchange ratios to adopt.

Who may vote?

Only the holders of our common stock shown on our records as of October 28, 2010, are entitled to notice of and to vote at the special meeting. As of the record date, there were 100,348,303 shares of common stock outstanding.

How do I vote?

We encourage you to vote electronically via the Internet or by telephone. You can also vote by mail. To vote by mail, please complete, sign and date the proxy card and return it as instructed at your earliest convenience. For more information regarding how to vote using any of these methods, please refer to the instructions on your proxy card.

If you are a shareholder of record as of October 28, 2010, you may vote in person at the special meeting. Even if you plan to attend the special meeting, please complete, date, and sign the accompanying proxy and return it promptly to us by mail, or vote via the Internet or telephone.

What if my shares are held in street name?

If you are the beneficial owner of shares held in street name by a broker, your broker, as the record holder of the shares, is required to vote the shares in accordance with your instructions. If you do not give instructions to your broker, your broker will not be permitted to vote your shares on the proposed amendment to effect the reverse stock split. The proposal to approve the adjournment of the special meeting is discretionary, which allows your broker to vote your shares without your prior instructions.

If your shares are held in street name, you will need proof of ownership to be admitted to the special meeting. A recent brokerage statement or letter from the record holder of your shares are examples of proof of ownership. If you want to vote your shares of common stock held in street name in person at the special meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Also, you must contact the nominee holder of your shares to change your vote.

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How will my shares be voted if I submit a signed proxy card without instructions?

You may vote your shares by obtaining and marking a proxy card to indicate your vote on the matters presented at the meeting and the proxy holders will vote your shares as instructed. If no instructions are given, the proxy will be voted:

• FOR each of the proposed amendments to our Articles of Incorporation to effect a reverse stock split of our common stock;

• FOR the special meeting’s adjournment, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the proposed amendments to our Articles of Incorporation; and

• in the proxy holders’ discretion on any other matters that may properly come before the shareholders at the meeting.

The Board has named James Ford and Tom Anderson as the proxy holders. Their names appear on the proxy card accompanying this proxy statement.

How do I change or revoke a proxy?

A proxy may be revoked by a holder of record prior to its exercise at the meeting by:

• presenting a proxy bearing a later date prior to the commencement of the special meeting;

• submitting prior to the special meeting’s commencement a written revocation to Tom Anderson, Executive Vice President & Secretary, at PremierWest Bancorp, P.O. Box 40, Medford, Oregon 97501; or

• if present at the special meeting, requesting and submitting an instrument of revocation at the meeting.

A shareholder attending the meeting does not need to revoke his, her or its proxy and vote in person, unless the shareholder wishes to do so. Attendance at the meeting will not, of itself, revoke a proxy. Execution of a proxy will not in any way affect a record shareholder’s right to attend the special meeting and vote.

How do we determine if a quorum is present?

A majority of the outstanding shares of common stock must be represented at the meeting, in person or by proxy, to constitute a quorum for the transaction of business. If you attend the meeting or submit a proxy but abstain from voting on a given matter, your shares will count as present for determining a quorum. If you do not sign and return your proxy, vote by telephone or vote via the Internet, then your shares cannot be voted at the meeting by the proxies and your shares will not count as present for determining a quorum unless you attend the meeting in person.

How do we count votes?

The named proxy holders will vote your shares as you instruct on your proxy. We will not count abstentions or broker non-votes for or against a matter submitted to a vote of shareholders. Each share of common stock is entitled to one vote.

How many votes are required for adoption of the proposals?

If a quorum is present:

• the proposal to approve amendments to our Articles of Incorporation to effect a reverse stock split will be approved if more shares are voted in favor than are voted against; and

• a proposal to postpone or adjourn the meeting will be approved if a majority of the shares present at the meeting in person or represented by proxy vote in favor.

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How many shares may directors and executive officers vote at the meeting?

As of October 28, 2010, there were 100,348,303 shares of our common stock issued and outstanding and entitled to vote at the special meeting, and directors and executive officers, together with their affiliates and shares held in our 401(k) plan (as of October 15, 2010), held 21,995,952 shares of common stock entitled to vote at the meeting, which shares represent 21.9% of the total shares outstanding and entitled to vote at the meeting. Of the 22,279,227 shares listed as “beneficially owned” on the Security Ownership table on page 12 by directors, executive officers and the 401(k) plan, 283,275 shares are subject to exercisable options, but are not entitled to vote at the special meeting.

Who is paying for the costs of proxy solicitation?

We will bear the cost of this proxy solicitation. We expect to engage Georgeson, Inc., to assist with solicitation of proxies, and may reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their expenses in sending proxy materials to principals and obtaining their proxies. In addition to solicitation of proxies by mail, we may also use officers and regular employees to solicit proxies from shareholders, either in person or by telephone, fax or letter, without extra compensation.

Where do I get more information?

If you have any questions about the meeting or submitting your proxy, or if you need additional copies of this document or the proxy card, please call Tom Anderson, Executive Vice President & Secretary, at (541) 618-6003.

WE REQUEST THAT SHAREHOLDERS COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, OR VOTE VIA THE INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS ON THE PROXY CARD.

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BUSINESS OF THE MEETING

ITEMS 1, 2 AND 3. APPROVAL OF AMENDMENTS TO OUR ARTICLES OF INCORPORATION TO EFFECT A ONE-FOR-FIVE REVERSE STOCK SPLIT OF OUR COMMON STOCK, TO EFFECT A ONE-FOR-TEN REVERSE STOCK SPLIT OF OUR COMMON STOCK, TO EFFECT A ONE-FOR-FIFTEEN REVERSE STOCK SPLIT OF OUR COMMON STOCK

Purpose and Background of the Reverse Stock Split

Our common stock is listed on The NASDAQ Capital Market and we are subject to continued Nasdaq listing standards and requirements, including a minimum bid price of our common stock of at least $1.00 per share. Earlier this year, our common stock failed to meet the $1.00 minimum bid price for 30 consecutive business days. On March 15, 2010, we received written notice from Nasdaq that we were not in compliance with the $1.00 minimum bid price requirement for continued listing on The NASDAQ Capital Market, as set forth in Listing Rule 5550(a)(2). Nasdaq provided 180 calendar days, or until September 13, 2010 to regain compliance by achieving a closing bid price of $1.00 or higher for a minimum of 10 consecutive business days. At September 13, 2010, we had not regained compliance with the minimum bid price requirement, but remained in compliance with all other Nasdaq listing requirements and Nasdaq granted us an additional 180-day period, or until March 10, 2011, to achieve the minimum bid price requirement. Nasdaq rules permit listed companies to effect a reverse stock split to regain compliance with the minimum bid price requirement. On October 28, 2010, the last reported sale price of our common stock was $0.39 per share.

We believe that a delisting from Nasdaq could have a negative impact on the value and liquidity of our common stock and ability to access the capital markets in the future. The Board determined that continued listing on The NASDAQ Capital Market is beneficial to the Company and its shareholders. On October 28, 2010, the Board approved each of the three proposed amendments to our Articles of Incorporation. If the proposed amendments are approved, the number of issued and outstanding shares of our common stock would be reduced by an exchange ratio of one-for-five, one-for-ten or one-for-fifteen shares outstanding, depending on the decision of the Board following the special meeting, and the current authorized shares of our commons tock would remain at 150 million, without further shareholder approval. The Board may decide not to effect a reverse stock split.

The Board’s primary objective in proposing the reverse stock split is to raise the per share trading price of the Company’s common stock sufficiently above the $1.00 minimum bid price requirement for continued listing on The NASDAQ Capital Market. Several factors beyond our control will influence the future trading price of our common stock. As a result, there can be no assurance that the market price of our common stock will increase following the reverse stock split (either at all or in proportion to the reduction in the number of shares of common stock outstanding before the reverse stock split), that the market price of the common stock will not decrease in the future or that we will be able to meet and continue to meet Nasdaq’s continued listing requirements.

In selecting one of the three exchange ratios, following shareholder approval of the proposed amendments, the Board may consider, among other things, factors such as:

• historical trading prices and volume of our common stock;

• then-prevailing trading price and volume of our common stock;

• number of shares of our common stock outstanding;

• anticipated impact of the reverse stock split on the market for our common stock; and

• prevailing general market and economic conditions.

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The Company is not aware of any present efforts by anyone to accumulate its common stock, and although the number of outstanding shares of common stock would decrease following the proposed reverse stock split, we do not intend for the reverse stock split to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act. The proposed reverse stock split is not intended to be an anti-takeover device.

The forms of proposed amendments to our articles of incorporation (“Articles of Amendment”) are attached to this Proxy Statement as Appendix A-1, Appendix A-2 and Appendix A-3.

Effects of Reverse Stock Split on Common Stock

If one or more of the proposals are approved by shareholders, the Board, in its sole discretion and without the need for any further action on the part of our shareholders, will determine prior to the date of our 2011 annual meeting of shareholders whether to effect a reverse stock split. If the Board determines a reverse stock split continues to be in the best interests of the Company and our shareholders, the Board will elect one of the three approved exchange ratios. Shareholders are being asked to approve each of the three exchange ratios, rather than an immediate implementation of the reverse stock split at a single exchange ratio, to provide the Board with the flexibility necessary to achieve the desired result under changing market conditions. The Board may elect not to effect the reverse stock split, in its sole discretion.

Following shareholder approval of one or more of the proposed amendments, if the Board determines that it is advisable and in the best interests of the Company and our shareholders to proceed with the reverse stock split, the number of issued and outstanding shares of our common stock would be reduced in accordance with the exchange ratio determined by the Board effective upon the filing of the Articles of Amendment by the Secretary of State of the State of Oregon (the “Effective Time”). If the Board chooses to effect the reverse stock split, the Effective Time will be prior to the date of our 2011 annual meeting of shareholders. The reverse stock split would affect all holders of our outstanding common stock uniformly and would not affect any shareholder’s percentage ownership or proportionate voting and other rights in our common stock, except for adjustments that might result from the treatment of fractional shares as described below.

The number of authorized shares of our common stock would remain unchanged at 150,000,000. The shares of authorized and unissued common stock following the reverse stock split will be available for such corporate purposes as may, from time to time, be considered advisable by our Board. We have no arrangements, agreements, understandings, or plans at the current time for the issuance or use of the additional shares of common stock that will be available following a reverse stock split. Having such shares available for issuance in the future will allow the shares to be issued as determined by our Board. The corporate purposes for which we may issue common stock could include, without limitation, exchange offers of debt for equity, new equity offerings to raise capital, restructuring of existing debt, acquisitions, and providing incentives to employees, officers and directors pursuant to our stock incentive plan or in connection with the adoption of additional stock-based incentive plans. Our Board will determine the terms of any such issuance of additional shares. Future issuances of shares of common stock could have the effect of diluting the voting rights and could have the effect of diluting earnings per share and book value per share of existing stockholders. The availability for issuance of additional shares of common stock could discourage or make more difficult efforts to obtain control of the Company.

6

The table below illustrates the effect of the reverse stock split at each specified exchange ratio on the number of shares of our common stock that would be issued and outstanding, authorized and reserved for issuance and authorized and unreserved for issuance based on our capitalization as of October 28, 2010:

	Shares Issued and Outstanding		Shares Authorized and Reserved for Issuance			Shares Authorized and Unreserved for Issuance		Total Authorized Including Issued and Outstanding
As of October 28, 2010		100,348,303		3,230,508	(1)		46,421,189		150,000,000
1-for-5 reverse stock split		20,069,661		646,102	(2)		129,284,238		150,000,000
1-for-10 reverse stock split		10,034,830		323,051	(3)		139,642,119		150,000,000
1-for-15 reverse stock split		6,689,887		215,367	(4)		143,094,746		150,000,000

(1) Includes 904,418 stock options granted but not yet exercised; 1,235,705 stock options unissued and available to grant under the 2002 Stock Incentive Plan; and 1,090,385 shares reserved for issuance pursuant to a Warrant granted to the United States Department of the Treasury pursuant to the Troubled Asset Relief Program Capital Purchase Program (the “TARP Warrant”).

(2) Includes 180,884 stock options granted but not yet exercised; 247,141 stock options unissued and available to grant under the 2002 Stock Incentive Plan; and 218,077 shares reserved for issuance pursuant to the TARP Warrant.

(3) Includes 90,442 stock options granted but not yet exercised; 123,570 stock options unissued and available to grant under the 2002 Stock Option Plan; and 109,039 shares reserved for issuance pursuant to the TARP Warrant.

(4) Includes 60,295 stock options granted but not yet exercised; 82,380 stock options unissued and available to grant under the 2002 Stock Option Plan; and 72,692 shares reserved for issuance pursuant to the TARP Warrant.

One principal effect of the reverse stock split would be to decrease the number of outstanding shares of our common stock. Except for minor adjustments that may result from the treatment of fractional shares as described below, the reverse stock split will not have any dilutive effect on our shareholders since each shareholder would hold the same percentage of our common stock outstanding immediately following the reverse stock split as such shareholder held immediately prior to the reverse stock split. The relative voting and other rights that accompany the shares of common stock would not be affected by the reverse stock split.

The proposed amendments to the Articles of Incorporation will not otherwise alter or modify the rights, preferences, privileges or restrictions of the common stock.

After the Effective Time, our common stock will have a new Committee on Uniform Securities Identification Procedures (“CUSIP”) number, which is a number used to identify equity securities, and stock certificates with the older CUSIP numbers will need to be exchanged for stock certificates with the new CUSIP numbers by following the procedures described below.

After the Effective Time, we will continue to be subject to the periodic reporting and other requirements of the Securities Exchange Act of 1934, as amended. Bid and ask prices for our common stock will continue to be quoted on The NASDAQ Capital Market under the symbol “PRWT,” although Nasdaq will add the letter “D” to the end of the trading symbol for a period of 20 trading days after the Effective Time to indicate that a reverse stock split has occurred.

Certain Risks of the Reverse Stock Split

Although the reverse stock split will not have any dilutive effect on our shareholders, the proportion of shares owned by our shareholders relative to the number of shares authorized for issuance will decrease because the proposed amendments to our Articles of Incorporation maintain the current authorized number of shares of common stock at 150,000,000. As a result, the additional authorized shares of common stock will be available for issuance at such times and for such purposes as the Board may deem advisable without further action by our shareholders, except as required by applicable laws and regulations. Because our common stock is traded on The NASDAQ Capital Market, shareholder approval must be obtained, under applicable Nasdaq rules, prior to the issuance of shares for certain purposes, including the issuance of shares of the Company’s common stock equal to or greater than 20% of the Company’s then outstanding shares of common stock in connection with a private refinancing or an acquisition or merger, unless an exemption is available.

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The reverse stock split may result in some shareholders owning “odd lots” of less than 100 shares of common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.

Fractional Shares

Any shareholder who would otherwise be entitled to receive a fractional share due to holding a number of shares not evenly divisible by the exchange ratio set by the Board, within the specified range of potential exchange ratios, would receive cash in lieu of a fractional share. The cash amount to be paid to each shareholder will be paid out (without interest or deduction) in an amount equal to the number of whole shares exchanged into such fractional share multiplied by the closing trading price of our common stock on The NASDAQ Capital Market on the trading day immediately before the Effective Time. Such cash payment is subject to applicable tax and abandoned property or escheat laws.

Effect on Outstanding Options and Other Securities

As of October 28, 2010, current and former employees and directors of the Company hold options to purchase 904,418 shares of our common stock. Under the terms of the options, when the reverse stock split becomes effective, the number of shares covered by each option will be decreased and the conversion or exercise price per share will be increased in accordance with the exchange ratio. The Company has 1,235,705 shares authorized for future issuance under its 2002 Stock Incentive Plan, as amended and restated. Under the terms of the Plan, when the reverse stock split becomes effective, the number of shares reserved for issuance under the Plan will be proportionately decreased in accordance with the exchange ratio.

Shares of outstanding restricted stock will be reduced in the same proportion as the reduction in the total number of shares outstanding. Other securities convertible into, or exchangeable for, shares of our common stock, and the exercise or conversion prices for these securities, will also be ratably adjusted in accordance with their terms as of the effective time of the reverse stock split.

Exchange of Stock Certificates

The Company will appoint Computershare to act as exchange agent for holders of common stock in connection with the reverse stock split. The Company will not issue fractional shares with respect to the reverse stock split, but will instruct Computershare to pay cash in lieu of issuing a fractional share. The Company’s shareholder list shows that some of the outstanding common stock is registered in the names of clearing agencies and broker nominees. Because the Company does not know the numbers of shares held by each beneficial owner for whom the clearing agencies and broker nominees are record holders, the Company cannot predict with certainty the number of fractional shares that will result from the reverse stock split.

On or after the effective date of the reverse stock split, the Company will mail a letter of transmittal to each shareholder. Each shareholder will be able to obtain a certificate evidencing its post-split shares only by sending the exchange agent its old stock certificate(s), together with the properly executed and completed letter of transmittal and such evidence of ownership of the shares as the Company may require. Shareholders will not receive certificates for post-split shares unless and until old certificates are surrendered. Shareholders should not forward their certificates to the exchange agent until they receive the letter of transmittal, and they should only send in their certificates with the letter of transmittal. The exchange agent will send each shareholder’s new stock certificate promptly after receipt of that shareholder’s properly completed letter of transmittal and old stock certificate(s). Shareholders who hold shares in street name through a nominee (such as a bank or broker) will be treated in the same manner as shareholders whose shares are registered in their names, and nominees will be instructed to effect the reverse stock split for their beneficial holders. However, nominees may have different procedures and shareholders holding shares in street name should contact their nominees.

SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

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Certain Federal Income Tax Consequences of the Reverse Stock Split

The following summary describes certain material U.S. federal income tax consequences of the reverse stock split to holders of common stock.

Unless otherwise specifically indicated herein, this summary addresses the tax consequences only to a beneficial owner of common stock that is a citizen or individual resident of the United States, a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis in respect of the common stock (a “U.S. holder”). This summary does not address all of the tax consequences that may be relevant to any particular investor, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold the common stock as part of a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for federal income tax purposes, or (iii) persons that do not hold the common stock as “capital assets” (generally, property held for investment).

This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date hereof. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the reverse stock split.

EACH SHAREHOLDER SHOULD CONSULT THEIR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of the common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold the common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the reverse stock split.

U.S. Holders

The reverse stock split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, no gain or loss is expected to be recognized upon the reverse stock split. Accordingly, the aggregate tax basis in the common stock received pursuant to the reverse stock split should equal the aggregate tax basis in the common stock surrendered, and the holding period for the common stock received should include the holding period for the common stock surrendered.

Non-U.S. Holders

The discussion in this section is addressed to “non-U.S. holders.” A non-U.S. holder includes a beneficial owner of the common stock that is a foreign corporation or who is a non-resident alien individual. Generally, non-U.S. holders will not recognize any gain or loss upon the reverse stock split.

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Fractional Shares

A U.S. holder who receives cash in lieu of a fractional share of our common stock pursuant to the reverse stock split should recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. holder’s tax basis in the shares of our common stock surrendered that are allocated to such fractional share of our common stock. Such capital gain or loss should be long term capital gain or loss if the U.S. holder’s holding period for our common stock surrendered exceeded one year at the effective time of the reverse stock split. The deductibility of net capital losses by individuals and corporations is subject to limitations.

Dividends

The Company does not believe that the reverse stock split will have any effect with respect to future distributions, if any, to the Company’s shareholders. In the second quarter of 2009, we suspended the cash dividend on our common stock and in the fourth quarter of 2009, we deferred payments on our junior subordinated debentures. We suspended payment of the quarterly dividend on our Series B Preferred Stock in the fourth quarter of 2009. We are unable to pay dividends on our common stock until we make all accrued payments on our junior subordinated debentures and Series B Preferred Stock. We do not anticipate paying dividends in the near future. There can be no assurance as to future dividends because they are dependent on our future earnings, capital requirements and financial condition. In addition, we are currently restricted from paying dividends on our common stock pursuant to an agreement with the Federal Reserve Bank of San Francisco and Oregon Division of Finance and Corporate Securities.

Dissenters’ Rights

Under Oregon law and our Articles of Incorporation, holders of our common stock will not be entitled to appraisal or other dissenters’ rights with respect to the reverse stock split.

Approval Required

If a quorum is present at the meeting, a proposal will be approved if the number of shares voted in favor of the proposal exceeds the number of shares voted against. The Board reserves the right not to implement a reverse stock split.

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE PROPOSED AMENDMENTS TO EFFECT A REVERSE STOCK SPLIT AND RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS.

10

ITEM 2. ADJOURNMENT OF THE SPECIAL MEETING

A proposal will be submitted to shareholders at the special meeting to approve the special meeting’s adjournment, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the proposed amendments to Article III, Section A of our Articles of Incorporation to effect a reverse stock split. Any adjournment of the special meeting may be made without notice, other than by an announcement made at the special meeting. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow shareholders who have already sent in their proxies to revoke them at any time prior to their use. Approval of the special meeting’s adjournment requires a majority of the common shares represented at the special meeting in person or by proxy.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL.

11

MANNER AND COST OF PROXY SOLICITATION

The Company pays the cost of soliciting proxies. In addition to mailing proxies, officers, directors and regular employees of the Company, acting on its behalf, may solicit proxies by telephone, personal interview or other electronic means. You may also be solicited by means of press releases issued by the Company. Also, the Company intends to retain Georgeson, Inc., a proxy solicitation firm, to aid in soliciting proxies for a fee estimated not to exceed $7,500 plus expenses. The Company will, at its expense, request banks, brokers and other custodians, nominees and fiduciaries to forward proxy soliciting material to the beneficial owners of shares held of record by such persons.

SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT AND OTHERS

The following table sets forth certain information regarding beneficial ownership of issued and outstanding shares of the Company’s common stock as of October 28, 2010 held by any shareholder who is (a) known by the Company to own beneficially more than 5% of the outstanding shares of any class of stock, (b) each of the directors, (c) each of our named executive officers and (d) all of our directors and named executive officers as a group.

	Class of Stock		Amount Beneficially Owned		Notes			Percentage of Class Owned
Known 5% Beneficial Owners*
Great Oaks Capital Management, LLC		Common		8,587,073		(A	)		8.56	%
Directors and Executive Officers
John A Duke, Chairman of the Board		Common		6,684,766		(1	)		6.66	%
George C. St. Laurent, Jr., Director		Common		9,878,339		(2	)		9.84	%
Patrick G. Huycke, Director		Common		753,095		(3	)		*	*
Thomas R. Becker, Director		Common		1,084,923		(4	)		1.08	%
Dennis N. Hoffbuhr, Director		Common		291,285		(5	)		*	*
Rickar D. Watkins, Director		Common		229,181		(6	)		*	*
John L. Anhorn, Director, Executive Chairman		Common		258,738		(7	)		*	*
Brian Pargeter, Director		Common		458,120		(8	)		*	*
Richard R. Hieb, COO, Director		Common		198,649		(9	)		*	*
James L. Patterson, Director		Common		51,156		(10	)		*	*
John B. Dickerson, Director		Common		476,915		(11	)		*	*
Tom Anderson, CAO		Common		333,573		(12	)		*	*
Michael D. Fowler, CFO		Common		48,690		(13	)		*	*
James M. Ford, President & CEO		Common		176,143		(14	)		*	*
PremierWest 401K Plan		Common		1,455,743		(15	)		1.45	%
All Directors and Executive Officers as a group (14 persons and 401K Plan)		Common		22,279,227		(16	)		22.14	%
U.S. Department of the Treasury		Series B Preferred		41,400					100	%
U.S. Department of the Treasury		Common		1,090,385		(17	)		1.07	%

* Other than directors and executive officers.

** Represents less than one percent

12

(A) As reported on Schedule 13G filed on April 13, 2010, which Schedule 13G lists reporting persons Andrew K. Boszhardt, Jr., Zoltan H. Zsitvay, Great Oaks Capital Management, LLC, GOCP, LLC and Great Oaks Strategic Investment Partners, LP.

(1) Includes (a) 20,425 shares subject to options currently exercisable or exercisable within 60 days and (b) 6,662,482 shares held by The John Duke Trust for the benefit of Mr. Duke.

(2) Includes 1,847,284 shares held by the Georges C. St. Laurent, Jr. Trust for the benefit of Mr. St. Laurent.

(3) Includes (a) 665,605 shares held in a Profit Sharing Trust Plan, (b) 20,425 shares subject to options currently exercisable or exercisable within 60 days and (c) 1,450 shares held in Mr. Huycke’s IRA account.

(4) Includes 16,405 shares subject to options currently exercisable or exercisable within 60 days.

(5) Includes (a) 6,126 shares held by Mr. Hoffbuhr’s spouse and immediate family members and (b) 20,425 shares subject to options currently exercisable or exercisable within 60 days, and (c) 170,000 shares held in his 401(k).

(6) Includes (a) 119,372 shares held in an IRA for the benefit of Mr. Watkins, (b) 49,603 shares held in a SEP account for the benefit of Mr. Watkins, (c) 23,584 shares held in trust for the benefit of Mr. Watkins and (d) 16,405 shares subject to options currently exercisable or exercisable within 60 days.

(7) Includes (a) 32,928 shares held in a 401(k) Plan for the benefit of Mr. Anhorn and (b) 39,368 shares subject to options currently exercisable or exercisable within 60 days.

(8) Includes 4,305 shares subject to options currently exercisable or exercisable within 60 days.

(9) Includes (a) 94,404 shares held in an IRA for the benefit of Mr. Hieb, (b) 30,249 shares held in a 401(k) plan for the benefit of Mr. Hieb and (c) 32,558 shares subject to options currently exercisable or exercisable within 60 days.

(10) Includes (a) 31,464 shares held in a SEP for the benefit of Mr. Patterson and (b) 19,692 shares subject to options currently exercisable or exercisable within 60 days.

(11) Includes (a) 5,509 shares held in an IRA for the benefit of Mr. Dickerson, (b) 11,717 shares subject to options currently exercisable or exercisable within 60 days and (c) 459,689 shares held in a family trust for the benefit of Mr. Dickerson.

(12) Includes (a) 288,670 held in an IRA for the benefit of Mr. Anderson, (b) 13,470 shares held in a 401(k) plan for the benefit of Mr. Anderson, (c) 30,772 shares subject to options currently exercisable or exercisable within 60 days and (d) 661 shares held by Mr. Anderson’s spouse.

(13) Includes 2,100 shares subject to options currently exercisable or exercisable within 60 days and (b) 23,065 shares held in a 401(k) plan for the benefit of Mr. Fowler.

(14) Includes (a) 127,088 shares held in trust for the benefit of Mr. Ford, (b) 377 shares held in a 401(k) plan for benefit of Mr. Ford and (c) 48,678 shares subject to options currently exercisable or exercisable within 60 days.

(15) Messrs. Ford, Anderson and Fowler act as Trustees of the PremierWest 401(k) Plan and are authorized to vote shares held in the Plan. Messrs. Ford, Anderson and Fowler all disclaim beneficial ownership of the shares held in the Plan, except to the extent of their individual pecuniary interest in the Plan, if any. Shares held in the Plan are as of October 15, 2010, the most recent practicable date prior to printing this proxy statement.

(16) Includes 283,275 shares subject to options currently exercisable or exercisable within 60 days.

(17) Pursuant to Warrant to Purchase Common Stock issued in connection with the TARP Capital Purchase Program.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Representatives of Moss Adams, LLP, our independent registered public accounting firm, are not expected to be present at the special meeting, will not have an opportunity to make a statement and are not expected to be available to respond to questions from shareholders.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document that we file at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC website at http://www.sec.gov.

Any person, including any beneficial owner, to whom this proxy statement is delivered, may request copies of proxy statements or other information concerning us, without charge, by written or telephonic request directed to:

PremierWest Bancorp

Attention: Tom Anderson P.O. Box 40 Medford, OR 97501 Telephone: (541) 618-6003

13

COMMUNICATIONS WITH THE BOARD

All communications to the Board of Directors, Chairman of the Board, the non-management directors or any individual director, must be in writing and addressed to them c/o Secretary, PremierWest Bancorp, P.O. Box 40, Medford, OR 97501 or by email to Tom.Anderson@PremierWestBank.com.

PROPOSALS OF SHAREHOLDERS FOR THE 2011 ANNUAL MEETING

Any shareholder who intends to present a proposal at the Company’s 2011 Annual Meeting of Shareholders must send the proposal to: Secretary Tom Anderson, PremierWest Bancorp, 503 Airport Road, Medford, Oregon 97504. The date of the 2011 annual meeting has not been set.

In accordance with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, in order for any shareholder proposal to be considered for inclusion in the proxy materials of PremierWest for the 2011 annual meeting of shareholders, the deadline by which such proposal must be received in writing addressed to the Company’s Secretary, Tom Anderson, at our corporate office at 503 Airport Road, Medford, Oregon, is no later than December 16, 2010. The proposals must comply with all of the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, to be included in the Company’s proxy materials.

In addition, our Bylaws contain an advance notice provision that requires that all business proposed by a shareholder that will be conducted or considered at a meeting must meet notice requirements. For business to be properly submitted by a shareholder for a vote at an annual meeting, the shareholder must (i) be a shareholder of record as of the record date for the meeting, (ii) be entitled to vote at the meeting, and (iii) have given timely notice in writing of the proposal to be submitted by the shareholder for a vote. The shareholder’s notice must be delivered to the Secretary at the Company’s principal executive office. To be timely, a shareholder’s notice must be received by the Secretary at least 60 calendar days before the date corresponding to the date on which our proxy materials were mailed to shareholders for the annual meeting in the preceding year, and no more than 120 calendar days before that date; provided, however, if the date of the annual meeting is changed by more than 30 calendar days from the date corresponding to the date of the preceding year’s annual meeting, or if we did not hold an annual meeting in the preceding year, then the shareholder’s notice will be considered timely if it is received by the Secretary a reasonable time before we mail our proxy materials for the annual meeting, but in any event at least 30 days before we mail our proxy materials for the annual meeting.

A shareholder’s notice to the Secretary must set forth as to each matter the shareholder proposes to bring before the annual meeting: (i) a description in reasonable detail of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Company’s books, of the shareholder proposing such business and of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class and number of shares of the Company that are owned beneficially and of record by the shareholder proposing such business and by the beneficial owner, if any, on whose behalf the proposal is made, and (iv) any material interest of such shareholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made in such business.

14

OTHER MATTERS

The Board is not aware of any business to come before the special meeting other than those matters described above in this proxy statement. If any other matters properly come before the special meeting, it is intended that the proxies in the accompanying form will be voted in accordance with the judgment of the person voting the proxies.

By Order of the Board of Directors,

Tom Anderson

Executive Vice President

Secretary

November 5, 2010

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APPENDIX A-1

Articles of Amendment of PremierWest Bancorp

Subsection A of Article III—Authorized Capital Stock is amended and restated in its entirety as follows:

“A. AUTHORIZED CLASSES OF SHARES.

(i) Immediately upon the filing of this Amendment to Articles of Incorporation (the “Effective Time”) by the Secretary of State of the State of Oregon, each five outstanding shares of the Corporation’s common stock will be exchanged and combined, automatically, without further action, into one share of common stock (the “Reverse Split”). Any fractional shares resulting from that exchange and combination will not be issued, but will be paid out in cash (without interest or deduction) in the amount equal to the number of shares exchanged into such fractional share multiplied by the closing trading price of the Corporation’s common stock on The NASDAQ Capital Market on the trading day immediately before the Effective Time. Each stock certificate that immediately prior to the Effective Time represented shares of common stock (the “Old Certificates”) shall thereafter represent that number of whole shares of common stock into which the shares of common stock represented by the Old Certificate shall have been exchanged and combined, and the right to receive payment for resulting fractional shares. Each person holding of record an Old Certificate shall receive, upon surrender of such certificate or certificates, a new certificate or certificates evidencing and representing the number of whole shares of common stock to which such person is entitled, or, at the discretion of the Corporation and unless otherwise instructed by such holder, book-entry shares in lieu of a new certificate or certificates evidencing and representing the number of whole shares of common stock to which such person is entitled, under the foregoing exchange and combination.

(ii) Immediately after the Reverse Split, the Corporation is authorized to issue 151,000,000 shares of stock, divided into two classes as follows:

1,000,000 shares of preferred stock, no par value (“Preferred Stock”). The Preferred Stock may be further divided into one or more series of Preferred Stock. Each series of Preferred Stock will have the preferences, limitations and relative rights as may be set forth for such series either in these Articles or in an amendment to these Articles (“Preferred Stock Designation”). A Preferred Stock Designation may be adopted either by action of the Board of Directors of the Corporation pursuant to Section G of Article III or by action of the shareholders of the Corporation; and

150,000,000 shares of common stock, no par value (“Common Stock”).

Except as may otherwise be provided in a Preferred Stock Designation, all shares of a class will have preferences, limitations and relative rights identical to those of all other shares of the same class. All shares of a series of Preferred Stock will have preferences, limitations and relative rights identical to those of all other shares of that series of Preferred Stock.”

A-1

APPENDIX A-2

Articles of Amendment of PremierWest Bancorp

Subsection A of Article III—Authorized Capital Stock is amended and restated in its entirety as follows:

“A. AUTHORIZED CLASSES OF SHARES.

(i) Immediately upon the filing of this Amendment to Articles of Incorporation (the “Effective Time”) by the Secretary of State of the State of Oregon, each ten outstanding shares of the Corporation’s common stock will be exchanged and combined, automatically, without further action, into one share of common stock (the “Reverse Split”). Any fractional shares resulting from that exchange and combination will not be issued, but will be paid out in cash (without interest or deduction) in the amount equal to the number of shares exchanged into such fractional share multiplied by the closing trading price of the Corporation’s common stock on The NASDAQ Capital Market on the trading day immediately before the Effective Time. Each stock certificate that immediately prior to the Effective Time represented shares of common stock (the “Old Certificates”) shall thereafter represent that number of whole shares of common stock into which the shares of common stock represented by the Old Certificate shall have been exchanged and combined, and the right to receive payment for resulting fractional shares. Each person holding of record an Old Certificate shall receive, upon surrender of such certificate or certificates, a new certificate or certificates evidencing and representing the number of whole shares of common stock to which such person is entitled, or, at the discretion of the Corporation and unless otherwise instructed by such holder, book-entry shares in lieu of a new certificate or certificates evidencing and representing the number of whole shares of common stock to which such person is entitled, under the foregoing exchange and combination.

(ii) Immediately after the Reverse Split, the Corporation is authorized to issue 151,000,000 shares of stock, divided into two classes as follows:

1,000,000 shares of preferred stock, no par value (“Preferred Stock”). The Preferred Stock may be further divided into one or more series of Preferred Stock. Each series of Preferred Stock will have the preferences, limitations and relative rights as may be set forth for such series either in these Articles or in an amendment to these Articles (“Preferred Stock Designation”). A Preferred Stock Designation may be adopted either by action of the Board of Directors of the Corporation pursuant to Section G of Article III or by action of the shareholders of the Corporation; and

150,000,000 shares of common stock, no par value (“Common Stock”).

Except as may otherwise be provided in a Preferred Stock Designation, all shares of a class will have preferences, limitations and relative rights identical to those of all other shares of the same class. All shares of a series of Preferred Stock will have preferences, limitations and relative rights identical to those of all other shares of that series of Preferred Stock.”

A-2

APPENDIX A-3

Articles of Amendment of PremierWest Bancorp

Subsection A of Article III—Authorized Capital Stock is amended and restated in its entirety as follows:

“A. AUTHORIZED CLASSES OF SHARES.

(i) Immediately upon the filing of this Amendment to Articles of Incorporation (the “Effective Time”) by the Secretary of State of the State of Oregon, each fifteen outstanding shares of the Corporation’s common stock will be exchanged and combined, automatically, without further action, into one share of common stock (the “Reverse Split”). Any fractional shares resulting from that exchange and combination will not be issued, but will be paid out in cash (without interest or deduction) in the amount equal to the number of shares exchanged into such fractional share multiplied by the closing trading price of the Corporation’s common stock on The NASDAQ Capital Market on the trading day immediately before the Effective Time. Each stock certificate that immediately prior to the Effective Time represented shares of common stock (the “Old Certificates”) shall thereafter represent that number of whole shares of common stock into which the shares of common stock represented by the Old Certificate shall have been exchanged and combined, and the right to receive payment for resulting fractional shares. Each person holding of record an Old Certificate shall receive, upon surrender of such certificate or certificates, a new certificate or certificates evidencing and representing the number of whole shares of common stock to which such person is entitled, or, at the discretion of the Corporation and unless otherwise instructed by such holder, book-entry shares in lieu of a new certificate or certificates evidencing and representing the number of whole shares of common stock to which such person is entitled, under the foregoing exchange and combination.

(ii) Immediately after the Reverse Split, the Corporation is authorized to issue 151,000,000 shares of stock, divided into two classes as follows:

1,000,000 shares of preferred stock, no par value (“Preferred Stock”). The Preferred Stock may be further divided into one or more series of Preferred Stock. Each series of Preferred Stock will have the preferences, limitations and relative rights as may be set forth for such series either in these Articles or in an amendment to these Articles (“Preferred Stock Designation”). A Preferred Stock Designation may be adopted either by action of the Board of Directors of the Corporation pursuant to Section G of Article III or by action of the shareholders of the Corporation; and

150,000,000 shares of common stock, no par value (“Common Stock”).

Except as may otherwise be provided in a Preferred Stock Designation, all shares of a class will have preferences, limitations and relative rights identical to those of all other shares of the same class. All shares of a series of Preferred Stock will have preferences, limitations and relative rights identical to those of all other shares of that series of Preferred Stock.”

A-3

		Electronic Voting Instructions
		You can vote by Internet or telephone!
		Available 24 hours a day, 7 days a week!
		Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
		VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
		Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on December 16, 2010.
			Vote by Internet
			•  Log on to the Internet and go to      www.envisionreports.com/prwt
			•  Follow the steps outlined on the secured website.
			Vote by telephone
			•  Call toll free 1-800-652-VOTE (8683) within the USA,      US territories & Canada any time on a touch tone      telephone. There is NO CHARGE to you for the call.
			•  Follow the instructions provided by the recorded message.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.	x

  Special Meeting Proxy Card  

q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.   q

A	Proposals — The Board of Directors recommends a vote FOR Proposal 1, FOR Proposal 2, FOR Proposal 3, and FOR Proposal 4.
		For	Against	Abstain	É
1.	To approve a one-for-five reverse stock split of outstanding shares of our common stock.	¨	¨	¨
2.	To approve a one-for-ten reverse stock split of outstanding shares of our common stock.	¨	¨	¨
3.	To approve a one-for-fifteen reverse stock split of outstanding shares of our common stock.	¨	¨	¨
4.	To approve the special meeting’s adjournment, if necessary, to solicit additional proxies in the event there are not sufficient votes to approve the proposed amendments to effect a reverse stock split.	¨	¨	¨
5.	At the discretion of the proxy holder, on such other business as may properly come before the meeting and any adjournments or postponements thereof.

B Non-Voting Items

Change of Address — Please print new address below.

C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please date and sign exactly as name appears herein. Joint owners should each sign. Where applicable, indicate position or representative capacity.

Date (mm/dd/yyyy) — Please print date below.	Signature 1 — Please keep signature within the box.	Signature 2 — Please keep signature within the box.
/        /

q	IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.	q
Proxy — PREMIERWEST BANCORP
REVOCABLE PROXY SOLICITED BY THE BOARD OF DIRECTORS SPECIAL MEETING OF SHAREHOLDERS DECEMBER 16, 2010 PremierWest Bancorp’s Special Meeting of Shareholders will be held on December 16, 2010 at 3:00 p.m., local time, at the Rogue Valley Country Club, 2660 Hillcrest Road, Medford, Oregon. The undersigned hereby appoints James M. Ford and Tom Anderson, and each of them, proxies with full power of substitution to vote on behalf of the undersigned all shares of common stock of PremierWest Bancorp at the Special Meeting to be held on December 16, 2010, and any adjournments or postponements thereof, with all powers the undersigned would possess if personally present, with respect to the matters set forth on the reverse side. Either or both of the proxies (or substitutes) present at the meeting may exercise all powers granted hereby. The shares represented by this Proxy will be voted as specified on the reverse side, but if no specification is made, this Proxy will be voted FOR proposal 1, FOR proposal 2, FOR proposal 3 and FOR proposal 4. Proxies may vote in their discretion as to other matters that may come before the meeting. The Board of Directors has fixed the close of business on October 28, 2010, as the record date for the determination of shareholders entitled to receive notice of and vote at the special meeting and any adjournments or postponements thereof. When you go online, you can also help the environment and save the Company the costs of printing and mailing by consenting to receive electronic delivery of future materials. Your internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. If you have submitted your proxy by the Internet or telephone there is no need for you to mail back your proxy card.