EXHIBIT 14
                                                                      ----------

                             CLASSIC BANCSHARES, INC

                                 CODE OF ETHICS

I.          OVERVIEW

This Code of 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 Classic Bancshares, Inc. and all of its subsidiaries (referred
to in this Code as the "Company" or "Classic").

II.         PRINCIPLES

COMPLYING WITH LAWS, REGULATIONS, POLICIES AND PROCEDURES

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

Directors, officers and employees are directed to make available the applicable
Company policies and procedures available to the persons they supervise.

CONFLICTS OF INTEREST

All directors, officers and employees of Classic should be scrupulous in
avoiding any action or interest that conflicts with, or gives the appearance of
a conflict with, Classic's interests. A "conflict of interest" exists whenever
an individual's private interests interfere or conflict in any way (or even
appear to interfere or conflict) with the interests of Classic. A conflict
situation can arise when an employee, officer or director takes actions or has
interests that may make it difficult to perform his or her work for Classic
objectively and effectively. Conflicts of interest may also arise when a
director, officer or employee or a member of his or her family receives improper
personal benefits as a result of his or her position with Classic, whether from
a third party or from Classic. While directors, officers and employees are
encouraged to utilize Classic's products and services, this should generally be
done on an arm's length basis and in compliance with applicable law.

Conflicts of interest may not always be clear-cut, so if a questions arises, an
officer or employee should consult with higher levels of management, the Board
of Directors or company counsel. Any employee, officer or director who becomes
aware of a conflict or potential conflict should bring it to the attention of a
supervisor, manager or other appropriate personnel.

CORPORATE OPPORTUNITY

Directors, officers and employees are prohibited from (a) taking for themselves
personally opportunities that properly belong to Classic or are discovered
through the use of corporate property, information or position; (b) using
corporate property, information or position for

<PAGE>

personal gain; and (c) competing with the Company. Directors, officers and
employees owe a duty to Classic to advance its legitimate interests when the
opportunity to do so arises.

CONFIDENTIALITY

Directors, officers and employees must maintain the confidentiality of
confidential information entrusted to them by Classic or its suppliers or
customers, except when disclosure is specifically authorized by the Board of
Directors or required by laws, regulations or legal proceedings. Confidential
information includes all non-public information that might be material to
investors or of use to competitors of Classic or harmful to Classic or its
customers or employees if disclosed. The misappropriation of confidential
information owned by the Company for another person's use may be considered
theft.

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 Classic'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.

PROTECTION AND PROPER USE OF CLASSIC BANCSHARES, INC. ASSETS

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

PUBLIC COMPANY REPORTING

As a public company, it is of critical importance that Classic'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. Classic expects employees,
officers and directors to take this responsibility very seriously.

FINANCIAL STATEMENTS AND OTHER RECORDS

All of the Company's books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company's
transactions and must both conform 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.

                                        2
<PAGE>

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 the Board of Directors.

III.        REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

Employees, officers and directors 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 supervisor or superiors. 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
Chief Executive Officer 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 Chairman of the Board or any of the
Company's outside directors.

ACCOUNTING COMPLAINTS

Classic's policy is to comply with all applicable financial reporting and
accounting regulations. If any director, officer or employee of the Company has
unresolved concerns or complaints regarding questionable accounting or auditing
matters of the Company, then he or she is encouraged to submit those concerns or
complaints (anonymously, confidentially or otherwise) to the Company's audit
committee. Subject to its legal duties, the audit committee and the Board will
treat such submissions confidentially. Such submissions may be directed to the
attention of the Company's audit committee, through the procedure outlined
below. Employees are requested to mark all communications "CONFIDENTIAL" and
forward complaints on a confidential basis to Smith, Goolsby, Artis and Reams,
CPA, P.O. Box 551, Ashland, Kentucky 41105-0551, ATTN: Delmar H. Fraley, or via
e-mail to dfraley@sgar.com.

NON-RETALIATION

Classic 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.

IV.         AMENDMENT, MODIFICATION AND WAIVER

This code may be amended or modified by the Board of Directors of Classic.
Waivers of this Code may only be granted by the Board of Directors or a
committee of the Board with specific delegated authority. Waivers will be
disclosed to shareholders as required by the Securities Exchange Act of 1934 and
the rules thereunder and the applicable rules of the Nasdaq.

V.          VIOLATIONS

Violation of this Code is grounds for disciplinary action up to and including
termination of employment. Such action is in addition to any civil or criminal
liability which might be imposed by any court or regulatory agency.


                                        3