EXHIBIT 14.2

                         PREMIER FINANCIAL BANCORP, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS

I. OVERVIEW

Premier Financial Bancorp, Inc.'s Code of Business Conduct and Ethics sets forth
the guiding principles by which we operate our company and conduct our daily
business with our shareholders, customers, vendors, and with each other. These
principles apply to all of the directors, officers and employees of Premier
Financial Bancorp, Inc. and all of its wholly-owned subsidiaries (referred to in
this Code as the "Company" or "Premier"). The Chief Executive Officer, Chief
Financial Officer and Chief Accounting Officer also are covered by a separate
code of ethics for senior financial officers.

To further the Company's fundamental principles of honesty, loyalty, fairness
and forthrightness, we have established this Code. Our Code strives to deter
wrongdoing and promote the following five objectives:

1. Honest and ethical conduct, including handling of actual or apparent
conflicts of interests;

2. Full, fair, accurate, timely and transparent disclosure;

3. Compliance with applicable government and self-regulatory organization laws,
rules and regulations;

4. Prompt internal reporting of Code violations; and

5. Accountability for compliance of the Code.

Below we discuss situations that require application of our fundamental
principles and promotion of our objectives. If there is a conflict between this
Code and a specific procedure you should consult senior management for guidance.

                   ACCOUNTABILITY FOR COMPLIANCE WITH THE CODE

Each of the Company's directors, officers, and employees is expected to:

Understand. Premier expects you to comply with this Code and all applicable
laws, rules and regulations.

Comply. Premier expects you to report any violation of this Code of which you
become aware.

Report. Premier expects you to report any violation of this Code of which you
become aware.

Accountable. Premier holds you accountable for complying with the Code.

II. PRINCIPLES

Accounting Policies

Premier and each of our subsidiaries will make and keep books, records and
accounts, which in reasonable detail accurately and fairly present the
transactions and disposition of the assets of our Company.

All directors, officers, employees and other persons are prohibited from
directly or indirectly falsifying or causing to be false or misleading any
financial or accounting book, record or account. You and others are expressly
prohibited from directly or indirectly manipulating an audit, and from
destroying or tampering with any record, document or tangible object with the
intent to obstruct a pending or contemplated audit, review or federal
investigation. The commission of, or participation in, one of these prohibited
activities or other illegal conduct will subject the perpetrator to federal
penalties, as well as punishment of up to and including termination of
employment.

No director, officer, or employee of the Company may directly or indirectly;

>>       Make or cause to be made a materially false or misleading statement, or

>>       Omit to state, or cause another person to omit to state, any material
         fact necessary to make statements made not misleading

In connection with the audit of financial statements by independent accountants,
the preparation of any required reports whether by independent or internal
accountants, or any other work with involves or relates to the filing of a
document with the Securities and Exchange Commission ("SEC")

Antitrust and Fair Competition Laws

The purpose of antitrust laws in the United States and most other countries is
to provide a level playing field to economic competitors and to promote fair
competition. No director, officer or employee, under any circumstances or in any
context, may enter into any understanding or agreement, whether express or
implied, formal or informal, written or oral, with an actual or potential
competitor, which would illegally limit or restrict in any way either party's
actions, including the offers of either party to any third party. This
prohibition includes any action relating to prices, costs, profits, products,
services, terms or conditions of sale, market share or customer or supplier
classification or selection.

It is our policy to comply with all U.S. antitrust laws. This policy is not to
be compromised or qualified by anyone acting for or on behalf of our Company.
You must understand and comply with the antitrust laws as they may bear upon
your activities and decisions. Anti-competitive behavior in violation of
antitrust laws can result in criminal penalties, both for the individual
involved and for the Company. Accordingly, any question regarding compliance
with antitrust laws or your responsibilities under this policy should be
directed to the President. Any director, officer, or employee found to have
knowingly participated in violating the antitrust laws will be subject to
disciplinary action, up to and including termination of employment.

Below are some scenarios that are prohibited and scenarios that could be
prohibited for antitrust reasons. These scenarios are not an exhaustive list of
all prohibited and possibly prohibited antitrust conduct. When in doubt about
any situation, whether it is discussed below or not, you should consult with the
President.

The following scenarios are prohibited for antitrust and anti-competition
reasons:

>>      Proposals or execution of any agreements or understanding -
        express or implied, formal or informal, written or oral - with any
        competitor regarding any aspect of competition between Premier and
        the competitor.

The following business arrangements could raise anti-competition or antitrust
law issues. Before entering into them, you must consult with the President:

>>      Exclusive arrangements for the purchase or sale of products or services.

>>      Bundling of goods and services.

>>      Technology licensing agreements that restrict the freedom of the
        licensee of licensor.

>>      Agreements to add a Premier employee to another entity's Board of
        Directors.


Bribery

You are strictly forbidden from offering, promising, or giving money, gifts,
loans, rewards, favors or anything of value to any customer, governmental
official, employee, agent or other intermediary (either inside or outside of the
United States) which is prohibited by law. Those paying a bribe may be subject
the Company and themselves to civil and criminal penalties. When dealing with
government customers or officials, no improper payments will be tolerated. If
you receive any offer of money or gifts that is intended to influence a business
decision, then it should be reported to your supervisor and the President
immediately.

The Company prohibits improper payments in all of its activities, whether these
activities are with governments or in the private sector.

Business and Personal Investments

In general, an officer or staff member may not have an interest in or
relationship with an outside organization or individual having business dealing
with Premier or its subsidiary banks if this interest or relationship might
impair the ability of the officer or staff member to serve the best interest of
Premier.

Business Ventures

An officer or employee or any member of his/her immediate family may not hold
investments, direct or beneficial, in any of the following without disclosure to
and the permission of the Board of Directors:

>>            The business of a supplier or customer of Premier or a subsidiary
              bank or in an enterprise to which financing accommodations are, or
              may be, extended by Premier or a subsidiary bank

A business which is competitive with Premier or any of its subsidiaries

Investment, as defined in this paragraph, is not intended to include the
ownership of securities in a publicly owned company.

As used above, direct and beneficial ownership of property, including
securities, is defined as follows:

>>          Direct ownership held or registered in the name of an officer or
            employee or in the name of his broker or nominee.

>>          Beneficial ownership for the benefit of an officer in a partnership,
            trust, profit-sharing plan or other entity.

>>          Ownership in the name of the spouse and/or minor children of an
            officer or staff member or in the name of other relatives who
            share an officer or employee's home.

Community and Charitable Activities, Etc.

Premier encourages community participation as beneficial for the individual, the
community and the public image of Premier. Care, however, should be taken that
the commitments of time are not such as to interfere with Premier duties.

Complying With Laws, Regulations, Policies, and Procedures

All directors, officers, and employees of Premier are expected to understand,
respect and comply with all of the laws, regulations, policies and procedures
that apply to them in their position with Premier. Employees are responsible for
talking to their manager or compliance officer to determine which laws,
regulations and Premier policies apply to their position and what training is
necessary to understand and comply with them.

Computer and Information Systems

For business purposes, officers, and employees are provided telephones computer
workstations and software, including network access to computing systems such as
the Internet and e-mail, to improve personal productivity and to efficiently
manage proprietary information in a secure and reliable manner. You must obtain
permission from the Information Technology Department to install any software on
any Company computer or connect any personal laptop to the Company network. As
with other equipment and assets of the Company, we are each responsible for the
appropriate use of these assets. Except for a limited personal use of the
Company's telephones and computer/e-mail, such equipment may be used only for
business purposes. Officers and employees should not expect a right to privacy
of their e-mail. All e-mails on Company equipment are subject to monitoring by
the Company.

Confidentiality

As a company in a highly competitive business, Premier follows a strict
confidentiality policy. No director, officer, or employee may disclose (either
during or after his/her employment with the Company) to any other person any
confidential information relating to the business of the Company.

This policy applies to all confidential information, including, product
specifications, production procedures, financial data, account information,
personnel data, and payroll data.

>>            The confidential business of Premier should be discussed only
              within the Company and among those persons with whom it is
              appropriate and necessary to do so.

>>            The Company's confidential activities should not be discussed with
              the media, suppliers, customers, vendors, competing or
              non-competing financial institutions, sales, or purchasing agents
              or anyone outside of the Company.

>>            When the business discussions are held with suppliers and
              customers, they should be restricted to only those matters
              pertinent to the particular supplier or customers.

It is crucial to remember that the Company has invested a substantial amount of
time, effort, and resources to develop the foundation and success of its
operations. It is our best common interest that all members of our organization
understand and practice the policy outlined above. All employees are required to
sign a Secrecy Agreement.

Disclosure of all unauthorized confidential and proprietary information is
subject to disciplinary action, including termination.

Confidential Information

By the very nature of our work, we have access to a great deal of confidential
information concerning the financial affairs and plans of our customers and
those of our subsidiaries, prospective customers, and suppliers. Premier
strictly prohibits the use of this confidential information obtained through
employment for your own benefit or for the benefit of your family, friends, or
acquaintances.

Directors, officers, and employees should never discuss the affairs of Premier
in public. Even though the subject matter may be innocent, persons overhearing
the conversation might form an impression of indiscretion that could reflect
unfavorably on Premier.

If directors, officers, or employees receive requests for information from any
governmental authority, judicial party, or attorney this request should be
forwarded to the CEO for proper handling.

Conflicts of Interest

It is the policy of Premier Financial Bancorp, Inc to prohibit employees from
engaging in an activity, practice, or conduct which conflicts with, or appears
to conflict with, the interests of Premier Financial Bancorp, Inc, it's
affiliates, its customers, or its suppliers. It is impossible to describe all of
the situations that may cause or give the appearance of a conflict of interest.
You must avoid any position or interest that conflicts, or might reasonably
appear to conflict, with your job responsibilities or the interests of the
company.

Employees are expected to represent Premier Financial Bancorp, Inc in a positive
and ethical manner. Thus, employees have an obligation to avoid conflicts of
interest and to direct questions and concerns about potential conflicts to their
supervisor/manager.

Employees may not engage, directly or indirectly, on or off the job, in any
conduct that is disloyal, disruptive, competitive, or damaging to Premier
Financial Bancorp, Inc., or any of its affiliates or customers.


Employees have an obligation to conduct business within guidelines that prohibit
actual or potential conflicts of interest. The purpose of these guidelines is to
provide general direction so employees can seek further clarification on issues
related to the subject of acceptable standards of operation.

An actual or potential conflict of interest occurs when an employee is in a
position to influence a decision that may result in a personal gain for that
employee or for a relative as a result of the Company business dealings. For the
purposes of this policy, a relative is any person who is related by blood or
marriage, or whose relationship with the employee is similar to that of persons
who are related by blood or marriage.

Employees may not, directly or indirectly, give, offer, and/or promise anything
of value to any representative of a customer, potential client, and/or a
financial institution that is in connection with any transaction or business
that Premier Financial Bancorp, Inc, or any of its affiliated companies may have
with the customer, potential customer or financial institution.

Personal gain may result not only in cases where an employee or relative has a
significant ownership in a firm with which the Company does business, but also
when an employee or relative receives any kickback, bribe, substantial gift, or
special consideration as a result of any transaction or business dealings
involving the Company.

Employees and their immediate families may not accept gifts (except those of
nominal value) or any special discounts or loans from any person or firms doing,
or seeking to do business with Premier Financial Bancorp, Inc. Generally, no
gifts over $50.00 in value may be accepted from customer, potential customers,
or suppliers. For purposes of this policy the definition of gift includes the
acceptance of lavish entertainment and free travel and lodging.

No presumption of guilt is created by the mere existence of a relationship
outside the Company. However, if an employee has any influence on transactions
involving business purchases, contracts, or leases, it is imperative that he/she
disclose to an officer of the Company as soon as possible the existence of any
actual or potential conflict of interest so that safeguards can be established
to protect all parties.

Any conflicts or potential conflict of interest must be disclosed to Premier
Financial Bancorp, Inc. Failure to follow any of the aforementioned requirements
will result in discipline, up to and including termination of employment.

Corporate Opportunity

Directors, officers, and employees are prohibited from (a) taking for themselves
personally opportunities that properly belong to Premier or are discovered
through the use of corporate property, information or position; (b) using
corporate property, information, or position for personal gain; and (c)
competing with the Company, directors, officers and employees owe a duty to
Premier to advance Premier's legitimate interests when the opportunity to do so
arises.

Employee Loans

As representatives of Premier, directors, officers, and employees should use
discretion in handling personal finances. Staff members should be careful not to
overextend their credit capacity.

Should an officer or employee find it necessary to borrow funds for personal
needs from a subsidiary bank, the bank will approve credit on the same basis as
other bank customers and at a market rate.

Directors and Executive Officers' loans are regulated by Federal regulations.

Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing or utilizing
trade secret information that was obtained without the owner's consent or
inducing such disclosures by past or present employees of other companies is
prohibited. Each director, officer, and employee is expected to deal fairly with
Premier's customers, suppliers, competitors, officers, and employees. No one
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts or any other
unfair dealing.

Fidelity Coverage

Every officer and employee must be covered by the Company" fidelity bond. The
Company will not continue to employ anyone who ceases to be eligible for
coverage.

Coverage under the terms of the Company's fidelity bond ceases for anyone who
has been found to commit a dishonest or fraudulent act. Obviously, this includes
but is not limited to the misappropriation of money or other property. It also
includes the mis-posting of accounts to favor oneself or another, and the
marking of false entries, records and reports.

Financial Reporting

During the course of the year when any officer borrows a significant amount of
money from any lending institution, it is to be reported within 30 days of the
borrowing. Insiders and Executive Officers must follow all Regulation O
guidelines for reporting debt at other financial institutions.

Financial Speculation

Speculation, as opposed to investment, by officers and employees may create
problems for Premier. Ever present is the danger that someone will believe,
rightfully or wrongly, that the officer or employee has been influenced to enter
the speculation because of knowledge gained through his or her position with
Premier.

Any speculation activity that would weaken public confidence in Premier or
adversely affect Premier's reputation should not be entered into.

Honesty and Improper Actions

Personal honesty is an absolute essential for all directors, officers, and
employees of Premier. Without it, the Company cannot succeed. Accordingly,
complete integrity is required in each and every transaction a director,
officer, or employee has with Premier and its subsidiaries. Section 1005 of the
U.S. Criminal Code defines as a Premier and its subsidiaries. Section 1005 of
the U.S. Criminal Code defines as a crime, subject to fine and/or imprisonment,
any action carried out with the intent of injuring or defrauding Premier, any
person, or any legal authority. Equally guilty, as an accessory after the fact,
is any person who knowingly aids a guilty party in order to prevent or hinder
his or her apprehension, trial or punishment. Examples are as follows:

>>       Dishonest or fraudulent acts

>>       Misappropriation of money or other properties

>>       Deliberate misrouting of checks or delay of payments

>>       Misposting of an account to favor one's self or some other party

>>       False or misleading entries, records or reports

It goes without saying that the Company expects all of its staff members to be
aware of, and to be guided strictly by, these regulations.

Indebtedness

Personal financial responsibility is an absolute requirement for everyone
associated with the Company. Premier strictly prohibits the following forms of
indebtedness:

>>       Overdrafts

>>       Cash items (excluding travel advances or other bank related purposes)

>>       Check kiting

>>       Any loan to a director, officer, or employee that violates any law or
         regulation governing such loans.

Efficient handling of his or her personal finances is one of the
responsibilities expected of our directors, officers, and employees. The board
does not condone even the "occasional" overdraft. In addition, a director,
officer or employee is held personally responsible, in this connection, for an
overdraft caused by one with whom the account is maintained jointly.

Insider Trading or Stock Tipping

Directors, officers, and employees who are aware of material, nonpublic
information (an "insider") from or about the Company, are not permitted,
directly or through family members or other persons or entities, to:
>>            Buy or sell securities (or derivatives relating to such
              securities) of Premier (other than pursuant to a
              pre-approved trading plan that complies with the SEC Rule 10b5-1),
              or

>>            Pass on, tip or disclose material, nonpublic information to others
              outside the Company including family and friends.

Such buying, selling, or trading of securities may be punished by discipline of
up to and including termination of employment; civil actions, including
penalties of up to three times the amount of profit gained or loss avoided by
the inside trade or stock tip; or criminal actions, including jail time.

Examples of information that may be considered material, non-public information
in some circumstances are:

>>     Undisclosed annual, quarterly, or monthly financial results, a
       change in earnings or earning projections, or unexpected or
       unusual gains or losses in major operations.

>>     Undisclosed negotiations and agreements regarding mergers,
       concessions, joint ventures, acquisitions, divestitures, business
       combinations or tender offers.

>>     An undisclosed increase or decrease in dividends on the Company's common
       stock.

>>     Undisclosed major regulatory changes.

>>     Undisclosed major management changes.

>>     A substantial contract award or termination that has not been publicly
       disclosed.

>>     A major lawsuit or claim that has not been publicly disclosed.

>>     The gain or loss of a significant customer or supplier that has not been
       publicly disclosed.

>>     An undisclosed filing of a bankruptcy petition by the Company or a
       significant subsidiary.

>>     Information that is considered confidential.

>>     Any other undisclosed information that could affect our stock price.

Another Company's Securities. The same policy also applies to securities issued
by another company if you have acquired material, nonpublic information relating
to such company in the course of your employment or affiliation with Premier.

Trades Following Disclosure. When material information has been publicly
disclosed, each insider must continue to refrain from buying or selling the
securities in question until the third business day after the information has
been publicly released to all the markets time to absorb the information.

Lending Relationships and Prohibited Lending Practices

Borrowing

To avoid possible conflicts of interest, loan applications submitted to Senior
Managers and employees by relatives or close personal friends are to be
submitted to other independent lending Senior Managers or employees of equal or
higher position for processing and approval. The policy also applies to the
processing and approval of overdrafts, waiver of service charges, and other free
services.

Lending Relationships

It is the position of the Company that lending services be available to serve
the legitimate and deserving credit needs of all customers on an equal basis.
Loan terms and conditions shall be based on the borrower's credit worthiness and
accompanying relationships. These same measures will be used when loans are made
to employees. Any transaction between a Senior Manager and employee of the
Company and a customer of the Company must be conducted on an "arms length
basis", meaning the Senior Manager or employee may not received any discount or
other benefit not normally granted to others.

Loan Application Procedures are as follows:

o    Loans to Senior Officers (Executive Vice Presidents, Senior Vice
     Presidents, Vice Presidents, Comptrollers and Cashier may be approved by
     the President/C.E.O., or Board of Directors.
o    Loans to Junior Officers (Assistant Vice Presidents) may be approved by the
     President/C.E.O.


o    Loans to regular, full-time employees may be approved by the
     President/C.E.O. A loan officer may not vote to approve or disapprove a
     loan request of an employee working in their department.
o    Loans to regular, part-time employees may be approved by the
     President/C.E.O. A loan officer may not vote to approve or disapprove a
     loan request of an employee working in their department.

Senior Managers and employees may not borrow money from customers or suppliers
of the Company, except from recognized lending institutions. The term "borrow"
does not include a purchase from a customer or supplier resulting in an
extension of credit in the normal course of business.

Lending officers are not permitted to process loan applications or to extend
credit to members of their family or close personal friends. Any such loan
application must be referred to another lending officer.

Obeying Laws and Regulations

The Company and its employees may be subject to penalties if they violate any
laws. It is, therefore, important that employees be familiar with the laws and
regulations governing the line of business in which they work and that they are
careful to ensure that those laws and regulations are fully complied with.
Compliance with laws and regulations is everyone's responsibility, and employees
who knowingly commit illegal acts will be subjected to disciplinary action up to
and including termination.

It is the responsibility of all employees to report all instances of known or
suspected illegal activity on the part of any officer, employee, agent, or
customer of the Company. Failure to report suspected illegal activities properly
as outlined in this policy may subject that officer or employee to disciplinary
action up to and including termination. The Company is required by law to report
violations of criminal laws to state and/or federal enforcement agencies.

Company policy prohibits any form of retaliatory action toward a Senior Manager
or employee who notifies the Company of a suspected illegal act or participates
in the investigation of a complaint.

Dishonest and fraudulent acts by Company Senior Mangers and employees are crimes
under federal and state law, and may be punishable by fines and/or imprisonment.
Examples of activities prohibited by law include:

o    Accepting anything of value in connection with the business of the Company.
o    Stealing, embezzling, or misapplying corporate funds or assets.
o    Using threats, physical force or other unauthorized means to collect money.
o    Issuing unauthorized obligations (such as certificates of deposit, notes,
     mortgages, or commitments) or making false entries.
o    Unless specifically permitted by law, making a loan or giving a gift to a
     regulator who has the authority to examine the Company.
o    Using a computer to gain unauthorized access to the records of a customer.
o    Concealing or misapplying any of the Company's assets.
Loaning funds to, or depositing funds with third parties with the understanding,
express or implied, that the party receiving such funds will make a loan or pay
any consideration to the officer or employee.

Outside Activities

Outside activities should not interfere or conflict with the interest of
Premier, Acceptance of outside employment, representation of customers (Premier
and its subsidiaries) in their dealing with Premier and/or its subsidiaries, and
participation in the affairs of any outside organizations carry possibilities of
conflict of interest.

By accepting full time employment with Premier, the employee becomes a
representative of Premier and agrees to devote his or her full professional time
and interests first to Premier.

Premier employees are not expected to participate in an outside activity if it
interferes or conflicts with the interest of Premier, or if it in any way has an
adverse effect in the performance of the individual in his or her assigned
responsibilities and duties. Accordingly, outside employment or business
interests should not be undertaken or engaged in by a member of the staff
without approval of the immediate supervisor.

Payments to Government Personnel

The U.S. Government has a number of laws and regulations regarding business
gratuities, which may be accepted by U.S. Government personnel. The promise,
offer or delivery to an official or employee of the U.S. Government of a gift,
favor or other gratuity in violation of these rules would not only violate
Company policy but could also be criminal offense. State and local governments,
as well as foreign governments, may have similar rules. The Company's Chief
Financial Officer can provide guidance to you in this area.

Personal Conduct

Company employees should always be mindful of the Company's position and
reputation in the community. Since the success of any Company operation depends
on public trust, it is extremely important that employees conduct their personal
affairs in such a way as to avoid discredit or embarrassment to himself or
herself or to the Company. Company employees are expected to provide complete
and truthful information in any aspect of their dealings with the Company.

While conducting Company business or representing the Company employees are
expected to conduct themselves in a nondiscriminatory manner with Company
customers, vendors, employees and the general public. The Company's policy
prohibits discriminatory conduct due to race, age, color religion, national
origin, sex, veteran status, disability, or any other basis protected by
federal, state, or local law. Discriminatory behavior not only is illegal, but
it also diminishes good customer, vendor, and employee relations, all of which
are essential to the success of the Company.

Political Activities

Officers and employees of Premier should at all times be alert to and interested
in the affairs of both their business and social communities. It is anticipated
that every employee will be dedicated to the principles of an ever-improved
society.

Premier expects the voluntary participation of its staff members in the
activities of their chosen political parties, elections and all other matters of
civic importance.

However, Premier itself shall not engage in politics or make a contribution or
expenditure, which directly or indirectly is in connection wit any election to
any political office, any primary election or any political office, any primary
election or any political office.

Staff members should follow the following guidelines insofar as their personal
participation is concerned:

>>            In support of a candidate or party, an officer or employee's
              political activity is solely a matter of personal choice.

>>            In any political activity or support of a candidate, party or
              issue, the officer or staff member must make it perfectly clear at
              all times that the actions or support are those of a private
              citizen and that he or she does not represent Premier in this
              connection.

>>            In the event that an officer or staff member wishes to file for
              elective office or to accept an active position as a campaign
              leader or director for a political party or candidate at the city,
              county, state, or national level, the prior approval of the Board
              of Directors must be obtained. Such approval shall be granted
              unless the political position would interfere with the performance
              of the person's duties as an officer or staff member of Premier.

>>            In the event that an officer or employee of Premier engages in
              outside employment with any government unit, or is being appointed
              to any governmental position, the prior approval of the Board of
              Directors must be obtained.

Political Contributions

You shall refrain from making any use of Company, personal or other funds or
resources on behalf of the Company for political or other purposes which are
improper or prohibited by the applicable federal, state, local, or foreign laws,
rules or regulations. Company contributions or expenditures in connection with
election campaigns will be permitted where allowed by federal, state, local, or
foreign election laws, rules and regulations.

You are encouraged to participate actively in the political process. We believe
that individual participation is a continuing responsibility of those who live
in a free state.

Prohibited Substances

We have policies prohibiting the use of alcohol, illegal drugs or other
prohibited items including legal drugs which affect the ability to perform one's
work duties, while on Company premises. We also prohibit the possession or use
of alcoholic beverages, firearms, weapons, or explosives on our property unless
authorized by an Executive Officer of the Company. The Company also prohibits
you from reporting to work while under the influence of alcohol or illegal
drugs.

Protection and Proper Use of Premier Assets

All directors, officers, and employees should protect Premier's assets and
ensure their efficient use. All Premier assets should be used for legitimate
business purposes.

Public Company Reporting

As a public company, it is of critical importance that Premier's filings with
the Securities and Exchange Commission be accurate and timely. Depending on
their position with the Company, an employee, officer or director may be called
upon to provide necessary information to assure that the Company's public
reports are complete, fair and understandable. Premier expects employees,
officers, and directors to take this responsibility very seriously and to
provide prompt accurate answers to inquiries related to the Premier's public
disclosure requirements.

Record Retention

We have detailed document retention policies to systematically establish
retention periods for records created or received in the normal course of
business. A record is information, regardless of physical format, which has been
created or received in the transaction of the Company's business. Physical
format of a record includes hard transaction of the Company's business. Physical
format of a record includes hard copy, electronic, magnetic tape, disk, audio,
video, optical image, etc. Each corporate department and office is responsible
for the maintenance, retrieval, transfer, and destruction of its records in
accordance with the established filing procedures, records retention schedules
and procedures.

The alteration, destruction or falsification of corporate documents or records
may constitute a criminal act. Destruction or alteration of documents with the
intent to obstruct a pending or anticipated official government proceeding is a
criminal act and could result in large fines and a prison sentence of up to 20
years. Document destruction or falsification in other contexts can result in a
violation of the federal securities laws or the obstruction of justice laws.

Before any destruction of any documents or records, you must consult the
document retention procedures. You are required to review, follow and abide by
the terms of this policy and related procedures. If the policy or procedure is
not clear, questions arise, or there is a pending or anticipated official
proceeding, then the President must approve any document destruction.

Records and Financial Statements

All of the Company's book, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company's
transactions and must conform both to applicable legal requirements and to the
Company's system of internal controls. Unrecorded or "off the books" funds or
assets should not be maintained unless permitted by applicable law or
regulation. Records should always be retained or destroyed according to the
Company's record retention policies. In accordance with those policies, in the
event of litigation or governmental investigation please consult senior
management.

Security Investments

Officers and employees shall not accept offers, which come to them because of
their position to buy a security at terms more favorable than those available to
the general public.

Officers and staff members shall be prudent in investments and not engage in
unwarranted speculation in securities and commodities.

Transactions with Customers, Suppliers, Etc.

In no instance shall an officer or staff member negotiate or approve a
transaction with a customer, supplier, or competition with which he or she has
any investment as defined in the paragraph under "Business Ventures".

See section entitled "Conflicts of Interest" for additional data and see
"Financial Reporting" for requirements regarding reporting such information to
Premier's management.

Unprofessional Conduct

It is the policy of Premier Financial Bancorp, Inc. that certain rules and
regulations regarding employee behavior are necessary for efficient business
operations and for the benefit and safety of all employees. Employees are
expected to adhere to high standards of ethical business conduct in dealings
with depositors, creditors, community members, other employees, and members of
the public. Premier Financial Bancorp, Inc. expects all employees to conduct
themselves in a professional manner when representing our Company. This applies
whenever an employee is representing our Company while at work, or other Company
related activities or functions. Conduct that interferes with operations,
discredits the Company, or is offensive to customers or co-workers will not be
tolerated.

Unprofessional conduct is defined as personal or business conduct that
interferes with Company operations or brings discredit to our Company. The
following examples of unprofessional conduct are not intended to be an
all-inclusive list, but lists violations, which will be subject to discipline,
up to and including termination.

o    Unauthorized attempt or entry into restricted areas.
o    Falsification of records, time sheets, expense reports, employment
     applications, etc. o Unauthorized disclosure of information containing
     customer, employee, payroll, or other company business.

o    Use of illegal drugs or abuse of other controlled substances or
     alcohol while on Premier Financial Bancorp, Inc.'s business.

o    Selling, dispensing, or possessing alcohol or illegal drugs or narcotics on
     Company premises.

o    Threatening, coercing, or intimidating others while on Company premises or
     business.

o    Possession of dangerous or unauthorized materials in the workplace,
     such as explosives or firearms.

o    Insubordination and/or refusal to follow instructions.

o    Updating or modifying an unauthorized account.

o    Leaving the job or work area without permission during regularly scheduled
     working hours.

o    Failing to work in a safe manner, sleeping on the job and/or
     endangering the health of yourself or others.

o    Wrongful taking, misappropriation, conversion, or damage to Company
     property or the property of co-workers, customers, or suppliers.

o    Discrimination against or harassment of an employee based on race,
     sex, age, national origin, non-job related disability, etc.

o    Manipulation of a customer or an employee's account or Company record.

o    Abuse, destruction, theft of Company, computers or other equipment,
     vehicles, or the property of another employee or client.

o    Unauthorized use of Company equipment and software.

o    Intentional violation of a Premier Financial Bancorp, Inc. rules, internal
     control, regulation, or procedure.

o    Collaborating with others internally or externally of Premier Financial
     Bancorp, Inc. causing fraudulent, dishonest activity.

o    Posting both financial and non-financial transactions to your own account

o    Disorderly conduct, including fighting or horseplay on Company property.

o    Excessive tardiness or absenteeism or failure to report absence within a
     reasonable time.

o    Creating unsafe or unsanitary conditions including consumption of food or
     beverages in prohibited areas.

o    Conducting personal business during working hours and /or making excessive
     or unnecessary personal telephone calls.

o    Smoking in unauthorized areas.

o    Unethical behavior in worker-client relationship or disregard for customer
     relations.

o    Engaging in illegal, immoral, or indecent conduct on Company premises

o    Misuse of Company work time.

o    Violation of safety rules and/or failure to properly use safety equipment
     or gear.

o    Disclosing confidential company information.

o    Using profanity or abusive language.

o    Gambling on company property.

o    Wearing inappropriate attire or having an inappropriate personal
     appearance.

o    Disclosing your system password to anyone (employee or non-employee)

o    Dishonesty in an internal investigation.

o    Use of the internet to view and download inappropriate information
     i.e. pornography

III.  REPORTING

Employees who suspect or know of violations of this Code or illegal or
unethical business or workplace conduct by employees, officers or directors have
an obligation to contact either their immediate supervisor or other superiors or
the appropriate member of senior management. If the individuals to whom such
information is conveyed are not responsive, or if there is reason to believe
that reporting to such individuals is inappropriate in particular cases, then
the employee, officer or director may contact the President of the Company. Such
communications will be kept confidential to the extent feasible. If the employee
is still not satisfied with the response, the employee may contact the Audit
Committee of the Board of Directors of the Company. If concerns or complaints
require confidentiality, then this confidentiality will be protected to the
extent feasible, subject to applicable law. Directors and officers should report
any potential violations of the Code to the President, the Chairman of the Audit
Committee of the Board of Directors or the Chairman of the Board of Directors.

Any employee of Premier Financial Bancorp, Inc. or its subsidiaries may submit a
good faith complaint regarding accounting or auditing matters, or any other
inappropriate financial practices to the management of the Company without fear
of dismissal or retaliation of any kind. The Company is committed to achieving
compliance with all applicable securities laws and regulations, accounting
standards, accounting controls, and audit practices. The Company's Audit
Committee will oversee treatment of employee concerns in this area.

In order to facilitate the reporting of employees complaints, the Company's
Audit Committee has established the following procedures for (1) the receipt,
retention and treatment of complaints regarding accounting, internal accounting
controls, or auditing matters and (2) the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing matters.

Receipt Of Employee Complaints

o    Employees with concerns regarding Accounting Matters may report their
     concerns to the President or the Audit Committee of the Company.

o    Employees may forward complaints on a confidential or anonymous basis to
     the Audit Committee through regular mail to:

Mr. Robert Walker 2883 5th Avenue Huntington, WV 25702


Mr. E.V. Holder Holder and Lykins 407-409 2nd Street Vanceburg, KY 41179

Mr. Keith Molihan Community Action
PO Box 517
Ironton, OH  45638

Mr. Ed Burns CJ Hughes Construction, Inc. 75 West 3rd Avenue Huntington, WV
25701

o    Any employee complaints received by management of the Company shall be
     promptly forwarded to the Audit Committee.

Complaint Procedure

All mailed complaints shall be forwarded in a sealed envelope addressed either
to the Chairman of the Audit Committee or the President, containing another
envelope labeled with a legend such as: "To be opened by the Audit Committee
only. Being submitted pursuant to the "whistle blower policy" adopted by the
Audit Committee." If an employee would like to discuss any matter with the Audit
Committee, the employee should indicate this in the submission and include a
telephone number at which he or she might be contacted if the Audit Committee
deems it appropriate.

Scope Of Matters Covered By These Procedures

These procedures relate to employee complaints relating to any questionable
accounting or auditing matters, including, without limitation, the following:

o    Fraud or deliberate error in the preparation, evaluation, review or audit
     of any financial statement of the Company.

o    Fraud or deliberate error in the recording and maintaining of financial
     records of the Company;

o    Deficiencies in or noncompliance with the Company's internal accounting
     controls;

o    Misrepresentation or false statement to or by a senior officer or
     accountant regarding a matter contained in the financial records, financial
     reports or audit reports of the Company; or

o Deviation from full and fair reporting of the Company's financial condition.




Treatment of Complaints

o    Upon receipt of a complaint, the Audit Committee will (i) determine whether
     the complaint actually pertains to Accounting Matters and (ii) when
     possible, acknowledge receipt of the complaint to the sender.

o    Complaints relating to Accounting Matters will be reviewed under Audit
     Committee direction and oversight by legal counsel, Internal Audit or such
     other persons as the Audit Committee determines to be appropriate.
     Confidentiality will be maintained to the fullest extent possible,
     consistent with the need to conduct an adequate review.

o    Prompt and appropriate corrective action will be taken when and as
     warranted in the judgement of the Audit Committee.

o    The Company will not discharge, demote, suspend, threaten, harass or in any
     manner discriminate against any employee in the terms and conditions of
     employment based upon any lawful actions of such employee with respect to
     good faith reporting of complaints regarding Accounting Matters or
     otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.

Reporting and Retention of Complaints and Investigations

The Audit Committee will maintain a log of all complaints, tracking their
receipt, investigation and resolution and shall prepare a periodic summary
report thereof for the Audit Committee. Copies of complaints and such log will
be maintained in accordance with the Company's document retention policy, but in
all events for a period of not less than seven (7) years.

Non-Retaliation

Premier prohibits retaliation of any kind against individuals who have made good
faith reports or complaints of violations of this Code or other known or
suspected illegal or unethical conduct. However, if a reporting individual was
involved in improper activity the individual may be appropriately disciplined
even if he or she was the one who disclosed the matter to the Company. In these
circumstances, we may consider the conduct of the reporting individual in
promptly reporting the information as a mitigating factor in any disciplinary
decision.

IV.      AMENDMENT, MODIFICATION AND WAIVER

This Code may be amended or modified by the Board of Directors of Premier.
Waivers of this Code may only be granted on the recommendation of the Board of
Directors or a committee of the Board with specific delegated authority. Waivers
with respect to officers or directors will be disclosed to shareholders as
required by the Securities Exchange Act of 1934 and the rules thereunder and any
applicable rules of self- regulatory organizations.

V.       CONCLUSION

This Code is an attempt to point all of us at Premier in the right direction,
but no document can achieve the level of principled compliance that we are
seeking. In reality, each of us must strive every day to maintain our awareness
of these issues and to comply with the Code's principles to the best of our
abilities. We must always ask:

        Does it feel right?

        Is this action ethical in every way?

        Is this action in compliance with the law?

        Could my actions create an appearance of impropriety?

        Am I trying to fool anyone, including myself, about the propriety of
this action?

We cannot expect perfection, but we do except good faith. If you act in bad
faith or fail to report illegal or unethical behavior, then you will be subject
to disciplinary procedures. We hope that you agree that the best course of
action is to be honest, forthright and loyal at all times.






Revised November 2003