EXHIBIT 99.2





CERTIFICATION PURSUANT TO SECTION 111(b)(4)


OF THE EMERGENCY ECONOMIC STABILIZATION


ACT OF 2008 AND 31 CFR § 30.15





[PRINCIPAL FINANCIAL OFFICER]





CERTIFICATION





I, Brien M. Chase, Senior Vice President and Chief Financial Officer, certify, based on my knowledge, that:




(i)           The compensation committee of Premier Financial Bancorp, Inc. (“Premier”) has discussed, reviewed, and evaluated with senior risk officers at least every six months during the period beginning on the later of September 14, 2009, or ninety
days after the closing date of the agreement between Premier and the U.S. Department  of the Treasury (“Treasury”) and ending with the last day of the Premier’s fiscal year containing that date (the applicable period), the senior executive officer (SEO) compensation plans and the employee compensation plans and the risks these plans pose to Premier Financial Bancorp, Inc.;




(ii)           The compensation committee of Premier has identified and limited during the applicable period the features in the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Premier and during
that same applicable period has identified any features of the employee compensation plans that pose risks to Premier and has limited those features to ensure that Premier is not unnecessarily exposed to risks;




(iii)           The compensation committee has reviewed at least every six months during the applicable period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Premier
to enhance the compensation of an employee, and has limited any such features;




(iv)           The compensation committee of Premier will certify to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;




(v)           The compensation committee of Premier will provide a narrative description of how it limited during any part of the most recently completed fiscal year that included a TARP period the features in




(A)           SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Premier;




(B)           Employee compensation plans that unnecessarily expose Premier to risks; and




(C)           Employee compensation plans that could encourage the manipulation of reported earnings of Premier to enhance the compensation of an employee;




(vi)           Premier has required that bonus payments, as defined in the regulations and guidance established under section 111 of EESA (“bonus payments”), of the SEOs and twenty next most highly compensated employees be subject to a recovery or ‘‘clawback’’
provision during any part of the most recently completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria;




(vii)           Premier has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to an SEO or any of the next five most highly compensated employees during the period beginning on the later of
the closing date of the agreement between the Premier and Treasury  or June 15, 2009 and ending with the last day of the Premier’s fiscal year containing that date;




(viii)           Premier has limited bonus payments to its applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during the period beginning on the later of the closing date of the agreement between the
Premier and Treasury or June 15, 2009 and ending with the last day of the Premier’s fiscal year containing that date;




(ix)           The board of directors of Premier has established an excessive or luxury expenditures policy, as defined in the regulations and guidance established under section 111 of EESA; by the later of September 14, 2009, or ninety days after the closing date
of the agreement between the Premier and Treasury; this policy has been provided to Treasury and its primary regulatory agency; Premier and its employees have complied with this policy during the applicable period; and any expenses that, pursuant to this policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility, were properly approved;




(x)           Premier will permit a non-binding shareholder resolution in compliance with any applicable Federal securities rules and regulations on the disclosures provided under the Federal securities laws related to SEO compensation paid or accrued during the
period beginning on the later of the closing date of the agreement between Premier and Treasury or June 15, 2009 and ending with the last day of the Premier’s fiscal year containing that date;




(xi)           Premier will disclose the amount, nature, and justification for the offering during the period beginning on the later of the closing date of the agreement between the Premier and Treasury or June 15, 2009 and ending with the last day of Premier’s
fiscal year containing that date of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations identified in paragraph (viii);




(xii)           Premier will disclose whether Premier Financial Bancorp, Inc., the board of directors of Premier, or the compensation committee of Premier has engaged during the period beginning on the later of the closing date of the agreement between the Premier
and Treasury or June 15, 2009 and ending with the last day of Premier’s fiscal year containing that date, a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;




(xiii)           Premier has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during the period beginning on the later of the
closing date of the agreement between Premier and Treasury or June 15, 2009 and ending with the last day of Premier’s fiscal year containing that date;




(xiv)           Premier has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Premier and Treasury, including any amendments;




(xv)           Premier has submitted to Treasury a complete and accurate list of the SEOs and the twenty next most highly compensated employees for the current fiscal year and the most recently completed fiscal year, with the non-SEOs ranked in descending order of
level of annual compensation and with the name, title, and employer of each SEO and most highly compensated employee identified; and




(xvi)           I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See, for example, 18 U.S.C. 1001.)






Date: March 30, 2010
  /s/ Brien M. Chase
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 Brien M. Chase
 Senior Vice President & Chief Financial Officer


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