Term Note between Premier Financial Bancorp and The Kentucky Bankers’ Bank dated November 10, 2006


    Exhibit
      10.2


    


     

    TERM
      NOTE

    


     

    
      	 $6,500,000	
              November
                10, 2006 

            


    

     

    
          
(1)
        For
        value received, the undersigned, Premier Financial Bancorp, Inc., a Kentucky
        corporation with principal offices in Huntington, West Virginia (“Borrower”)
        hereby promises to pay in lawful money of the United States of America to
        the
        order of The Bankers’ Bank of Kentucky, Inc., a Kentucky banking organization,
        with main offices in Frankfort, Kentucky (“Lender”), at the main offices of
        Lender, 107 Progress Drive, Frankfort, Kentucky, 40602, equal payments of
        principal and interest in the amount of One Hundred Thousand ($100,000) Dollars,
        in eighty-three (83) consecutive monthly installments commencing December
        9,
        2006, and on each monthly anniversary thereof, with the entire remaining
        outstanding principal balance on November 9, 2013, together with interest
        then
        due and owing.

      


      (2)
        The outstanding principal balance under this Term Note shall bear annual
        interest at the rate of the Prime Rate, as announced from time to time by
        J.P.
        Morgan Chase Bank, New York, New York, minus one (1%) percent, adjusted daily.
        The Prime Rate of J.P. Morgan Chase Bank will function only as a tool for
        setting the rate on this Term Note and Lender does not represent that such
        rate
        has any relationship to the rate it charges its other customers.

      


      (3)
        All payments on account of indebtedness evidenced by this Term Note shall
        be
        first applied to interest, costs and expenses, and then to principal, and
        interest shall be computed on the basis of a 360-day year.

      


      (4)
        The occurrence of any one or more of the following shall constitute a Default
        or
        Event of Default under this Term Note as those terms are defined under the
        Loan
        Agreement executed of even date herewith:

       

              (i)
        Failure to make
        any payment of principal, interest or costs within ten (10) days after any
        such
        payment is due hereunder; and

       

              (ii)
        The occurrence
        of any other Default or Event of Default under the Loan Agreement, the
        Promissory Note, or the Stock Pledge and Security Agreement executed of even
        date herewith by Lender and Borrower.

      


      (5)
        Time is of the essence with respect to this Term Note and in the Event of
        Default or an Event of Default under this Term Note, then (i) the entire
        principal balance hereof, and all accrued interest and costs shall, at the
        option of the Lender, without notice, bear interest at a rate from time to
        time
        equal to five (5%) percentage points over what otherwise would have been
        the
        Term Note rate from the date of Default or Event of Default and until said
        is
        cured; and (ii) the entire principal balance hereof and all accrued interest
        and
        costs shall immediately become due and payable at the option of the Lender
        without notice. Lender’s failure to exercise any option hereunder shall not
        constitute a waiver of the right to exercise the same at a subsequent time
        or
        upon the occurrence of any such Default or Event of Default.

      


      (6)
        Borrower acknowledges that, if any payment, whether of principal, interest
        or
        costs, under this Term Note is not paid when due, Lender will, as a result
        thereof, incur costs not contemplated hereunder, the exact amount of which
        would
        be extremely difficult or impractical to ascertain. Such costs include, without
        limitation, process and accounting charges. Therefore, Borrower hereby agrees
        to
        pay to Lender with respect to each payment of any nature which is not received
        by Lender within twenty (20) days after such payment is due hereunder, a
        late
        charge equal to three (3%) percent of the amount of such payment. Borrower
        and
        Lender agree that such late charge represents a fair and reasonable estimate
        of
        the cost(s) Lender will incur by reason of any such late payment. Acceptance
        of
        such late charge by Lender shall in no event constitute a waiver of a Default
        or
        Event of Default with respect to the overdue payment and shall not prohibit
        or
        prevent Lender from exercising any of the other rights and remedies available
        to
        Lender.

      


      (7)
        If there is any Default or Event of Default under this Term Note and Lender
        consults with an attorney regarding the enforcement of any of its rights
        hereunder or under the Stock Pledge and Security Agreement, the Promissory
        Note
        or the Loan Agreement executed of even date herewith, or if this Term Note
        is
        placed in the hands of an attorney for collection, or if suit be brought
        to
        enforce this Term Note, or Loan Agreement, the Promissory Note or the Stock
        Pledge and Security Agreement, Borrower promises and agrees to pay all costs
        thereof, including reasonable attorneys fee’s. Such costs and attorneys fees
        shall include, without limitation, costs and attorneys fee’s in any appeal or in
        any proceeding under any present or future federal bankruptcy act, state
        receivership law or federal or state banking agency proceedings.

      


      (8)
        This Term Note is secured by a pledge under the Stock Pledge and Security
        Agreement of even date herewith of one hundred (100%) percent of the outstanding
        common stock of Citizens Deposit Bank and Trust, Vanceburg, Kentucky, and
        one
        hundred (100%) percent of the outstanding common stock of Farmers Deposit
        Bank,
        Eminence, Kentucky.

      


      (9)
        Borrower hereby waives presentment and demand for payment, notice of dishonor,
        protest and notice of protest.

      


      (10)
        This Term Note shall be construed and enforced and otherwise governed by
        the
        Laws of the Commonwealth of Kentucky.

      


      (11)
        As used herein, the term “Lender” shall mean any holder or owner of this Term
        Note, or any portion thereof, or participation therein.

      


      


      


      


      Premier
        Financial Bancorp, Inc.

      A
        Kentucky Corporation

      


      By:
        /s/ Robert W. Walker            

       

      


      Title:
        Chief Executive Officer