8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) August 26, 2015

PREMIER FINANCIAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

Commission file number 000-20908

Kentucky	61-1206757
(State or other jurisdiction of incorporation organization)	(I.R.S. Employer Identification No.)
2883 Fifth Avenue Huntington, West Virginia	25702
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number    (304) 525-1600

Not Applicable

Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

PREMIER FINANCIAL BANCORP, INC,

INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.03.  Creation of a Direct Financial Obligation

On August 26, 2015, Premier Financial Bancorp, Inc. (“Premier”) executed and delivered to First Guaranty Bank of Hammond, Louisiana (“First Guaranty”) a Promissory Note and Business Loan Agreement dated August 26, 2015 for the principal amount of $12,000,000, bearing interest at a fixed rate of 4.00% per annum and requiring 59 monthly principal payments of $143,000 plus accrued interest and one final principal and interest payment of $3,575,272.56 due on August 26, 2020.  The Promissory Note is secured by the pledge of 25% of Premier’s interest in Premier Bank, Inc. (a wholly owned subsidiary) under a Commercial Pledge Agreement dated August 26, 2015.  The proceeds of this note were used to refinance the $4,500,000 plus accrued interest amount due under Premier’s previous Promissory Note to First Guaranty bearing a floating rate of interest with a floor of 4.00% per annum; pay off the remaining $5,400,000 plus accrued interest due to Bankers’ Bank of Kentucky (“Bankers’ Bank”) under a Term Note dated September 8, 2010, bearing a floating rate of interest with a floor of 4.50% per annum; and pay the remaining $2,000,000 balance plus accrued interest due on Premier’s $5,000,000 Line of Credit with Bankers’ Bank that also bears a floating rate of interest with a floor of 4.50% per annum.

The August 26, 2015 Promissory Note with First Guaranty does not cancel the existing $3,000,000 Line of Credit with First Guaranty that expires on June 30, 2016 and is secured by the pledge of the same 25% of Premier’s interest in Premier Bank, Inc.  Also, the repayment of the amount outstanding on the Line of Credit with Bankers’ Bank does not terminate that Line of Credit.  However, the Bankers’ Bank Line of Credit is scheduled to mature on September 7, 2015.  Premier is working with Bankers’ Bank to extend the Line of Credit for another 12 month term.

Premier’s chairman owns approximately 23.8% of the voting stock of First Guaranty Bancshares, parent company for First Guaranty.  However, Premier’s board of directors, the chairman obstaining, and audit committee determined prior to its vote to authorize the company to enter into the loan transaction that the terms of the financing, including the interest rate and collateral, were no less favorable than those which could be obtained from other financial institutions.

PREMIER FINANCIAL BANCORP, INC,

INFORMATION TO BE INCLUDED IN THE REPORT

Item 9.01.Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 – Business Loan Agreement between Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, dated August 26, 2015.

Exhibit 10.2 – Promissory Note between Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, dated August 26, 2015.

Exhibit 10.3 – Commercial Pledge Agreement between Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, dated August 26, 2015.

Exhibit 10.4 – Line of Credit Renewal Agreement between Premier Financial Bancorp, Inc. and The Bankers’ Bank of Kentucky, Inc. dated September 7, 2014 filed as Exhibit 10.4 to Form 8-K filed on October 10, 2014 is incorporated herein by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PREMIER FINANCIAL BANCORP, INC.

(Registrant)

/s/ Brien M. Chase                                      

Date: August 27, 2015Brien M. Chase, Senior Vice President

  and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Business Loan Agreement between Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, dated August 26, 2015.
10.2	Promissory Note between Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, dated August 26, 2015.
10.3	Commercial Pledge Agreement between Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, dated August 26, 2015.

EX-10.1

 

Exhibit 10.1

BUSINESS LOAN AGREEMENT

Principal	Loan Date	Maturity	Loan No	Call / Coll	Account	Officer	Initials
$12,000,000.00	08-26-2015	08-26-2020	25915746	9A / 54		***
References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “ * * * “ has been omitted due to text length limitations

Borrower: Premier Financial Bancorp, Inc. (TIN:  61-1206757) 2883 Fifth Avenue Huntington, WV  25702 Lender: FIRST GUARANTY BANK First Guaranty Square Banking Center 400 East Thomas Street P 0 Box 2009 Hammond, LA 70401-2009 (985) 345-7685

THIS BUSINESS LOAN AGREEMENT dated August 26. 2015, is made and executed between PREMIER FINANCIAL BANCORP, INC. ("Borrower") and FIRST GUARANTY BANK  ("Lender") on the following terms and conditions. Borrower has applied to Lender for a loan or loans or other financial accommodations,including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties. and agreements as set forth in this Agreement; (BJ the grar1ting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (CJ all such Loans shall be and remain subject to the terms and conditions of this Agreement.

APPLICATION FOR AND PURPOSE OF THE LOAN.   Borrower has applied to Lender for a Loan in the aggregate principal amount of 12,000,000.00 for the following purpose: CONSOLIDATE LOAN #25915746 WITH NEW MONEY TO PAY OFF DEBT WITH KY BANKERS BANK AND CASH OUT TO PAY CLOSING COSTS.

BORROWER'S NOTE. Lender has agreed to extend a Loan to Borrower in the amount of $12,000,000.00 subject to the terms and conditions of this Agreement and Borrower's attached Note.Borrower agrees to be bound and obligated under the terms and conditions of this Agreement and Borrower's Note.

TERM. This Agreement shall be effective as of August 26,2015,and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest,costs,expenses, attorneys' fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.

Loan Documents. Borrower shall provide to ender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender's Security Interests; (4) evidence of insurance as required below; (5) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender's counsel.

Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents.In addition, Borrower shall have provided such other resolutions,authorizations, documents and instruments as Lender or its counsel, may require.

Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.

Representations and Warranties.The representations and warrant ies set forth in this Agreement, in the Related Documents,and in any document or certificate delivered to Lender under this Agreement are true and correct.

No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan,and at all times any Indebtedness exists:

Organization. Borrower Is a corporation tor profit which Is,and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws ol the Commonwealth of Kentucky. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary filings,governmental licenses and approvals tor each state in which Borrower is doing business.Specifically, Borrower is, and at all times shall be, duly qualified as a fore ign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition.Borrower has the full power and author ity to own its properties and to transact the business In w hich it is presently engaged or presently proposes to engage. Borrower maintains its principal office at 2883 FIFTH AV E.,HUNTINGTON,WV 25702.Unless Borrower has designated otherwise in writing, this is the principal office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change In the location of Borrower's state of organization or any change in Borrower's name. Borrower shall do all things necessary to preserve and to keep In full force and effect its existence,rights and privileges, and shall comply with all regulations, rules,ordinances,statutes, orders and decrees of any governmenta l or quasi-governmental authority or court applicable to Borrower and Borrower's business activities.

Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

Authorization. Borrower's execution,delivery,and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of,or constitute a default under (1) any provision of (a) Borrower's articles of incorporation or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree,or order applicable to Borrower or to Borrower's properties.

Financial Information. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements.

Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.

Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except tor property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (5) years.

Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's ownership of the Collateral, there has been no use, generation, manufacture, storage,treatment, disposal, release or threatened release of any Hazardous Substance by any person on,under, about or from any of the Collateral. (2) Borrower has no knowledge of,or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use,generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use,generate, manufacture, store, treat, dispose of or release any Hazardous Substance  on,under,about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations,and ordinances,including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to

Exhibit 10.1

BUSINESS LOAN AGREEMENT

(Continued)

Loan No: 25915746 Page 2

make such inspections and tests as Lender may deem appropr iate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not  be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses,liabilities, damages,penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral.  The provisions of this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the terminat ion, expiration or satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise.

Litigation. There are no suits or proceedings pending,or to the knowledge of Borrower, threatened against or affecting Borrower or Borrower's assets, before any court or by any governmental agency,other than those previously disclosed to Lender in writing,which,if adversely determined, may have a material adverse effect on Borrower's financial condition or business.

Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or  were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.

Information. All information heretofore or contemporaneously herewith furnished by Borrower to Lender tor the purposes of or in connection with this Agreement or any transaction contemplated hereby is,and all information hereafter furnished by or on behalf of Borrower to Lender will be,true and accurate in every material respect on the date as of which such information is dated or certified; and none of such information is or will be incomplete by omitting to state any material fact necessary to make such information not misleading.

Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements,or permitted the filing or attachment of  any Security Interests on or affecting any  of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note,that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral.

Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will:

Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened litigation, claims,investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor.

Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all reasonable times.

Financial Statements. Furnish Lender with the following :

Annual Statements. As soon as available, but in no event later than ninety (90) days after the end of each fiscal year, Borrower's balance sheet and income statement for the year ended, prepared by Borrower.

Tax Returns. As soon as available, but in no event later than ninety (90) days after the applicable filing date for the tax reporting period ended,Borrower's Federal and other governmental tax returns, prepared by Borrower.

All financial reports required to be provided under this Agreement shall be prepared in accordance w ith GAAP, applied on a consistent basis, and certified by Borrower as being true and correct.

Additional Information. Furnish such additional information and statements, as Lender may request from time to time.

Financial Covenants and Ratios. Comply with the follow ing covenants and ratios:

Minimum Income and Cash flow Requirements.

Except as provided above, all computations made to determine compliance with the requirements contained in this paragraph shall be made in accordance with generally accepted accounting principles, applied on a consistent basis,and certified by Borrower as being true and correct.

Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties and operations, in form,amounts, coverages and with insurance companies acceptable to Lender.Borrower,upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender,including stipulations that coverages will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender.Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require.

Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy show ing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy.In addition,upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determineas applicable,the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.

Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing,between Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements.

Loan Fees,Charges and Expenses. In addition to all other agreed upon fees,charges, and expenses, pay the following : A COVENANT DEFAULT FEE OF $500.00 MAY BE CHARGED BY LENDER IF BORROWER FAILS TO COMPLY WITH THE FINANCIAL STATEMENTS COVENANT WITHIN THE TIME AS STATED IN THE AFFIRMATIVE COVENANTS ABOVE.

Loan Proceeds. Use all Loan proceeds solely for the following specific purposes: CONSOLIDATE LOAN #25915746 WITH NEW MONEY TO PAY OFF DEBT WITH KY BANKERS BANK AND CASH OUT TO PAY CLOSING COSTS.

Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach,and all lawful claims  that, if unpaid,might become a lien or charge upon any of Borrower's properties,income,or profits.Provided however, Borrower will not be required to pay  and discharge any  such assessment, tax, charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have established on Borrower's books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP.

Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents,and in all other instruments and agreements between Borrower and Lender.Borrower shall notify Lender immediately in writing of any default in connection with any agreement.

Operations. Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner.

Environmental Studies.Promptly conduct and complete,at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower.

Exhibit 10.1

BUSINESS LOAN AGREEMENT

(Continued)

Loan No: 25915746 Page 3

Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities  applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act.   Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest.

Inspection.Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender,shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower 's expense.

Compliance Certificates. Unless waived in writing by Lender, provide Lender within thirty (30) days after the end of each fiscal year,with a certificate executed by Borrower's chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement are true and correct as at the date of the certificate and further certifying that,as of the date of the certif icate, no Event of Default exists under this Agreement.

Environmental Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities ; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources.

Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages,deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests.

RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in any law, rule, regulation or guideline, or the interpretation or application of any thereof by any court or administrative or governmental authority (including any request or policy not having the force of law) shall impose, modify or make applicable any taxes (except federal, state or local income or franchise taxes imposed on Lender), reserve requirements, capital adequacy requirements or other obligations which would (A) increase the cost to Lender for extending or maintaining the credit facilities to which this Agreement relates, (B) reduce the amounts payable to Lender under this Agreement or the Related Documents, or (C) reduce the rate of return on Lender's capital as a consequence of Lender's obligations with respect to the credit facilities to which this Agreement relates, then Borrower agrees to pay Lender such additional amounts as will compensate Lender therefor, within five (5) days after Lender's written demand for such payment,  which demand shall be accompanied by an explanation of  such imposition or charge and a calculation in reasonable detail of the additional amounts payable by Borrower, which explanation and calculations shall be conclusive in the absence of manifest error.

LENDER'S EXPENDITURES. Borrower recognizes and agrees that Lender may incur certain expenses in connection with Lender's exercise of rights under this Agreement.If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but  not  limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, Encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral, including without limitation, the purchase of insurance protecting only  Lender's interest in any Collateral. Lender may further take such other action or actions and incur such additional expenditures as Lender may deem to be necessary and proper to cure or rectify any actions or inactions on Borrower's part as may be required under this Agreement. Nothing under this Agreement or otherwise shall obligate Lender to take any such actions or to incur any such additional expenditures on Borrower's behalf, or as making Lender  in any way responsible or liable for any loss, damage, or injury to any Collateral, to Borrower, or to any other person or persons, resulting from Lender's election not to take such actions or to incur such additional expenses. In addition,Lender's election to take any such actions or to incur such additional expenditures shall not constitute a waiver or forbearance by Lender of any Event of Default under this Agreement. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date at repayment by Borrower.  All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand;  (B)  be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either ( 1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender:

Indebtedness and Liens.(1) Except tor trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases,(2) sell, transfer,mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower's  accounts,except to  Lender.

Agreements.Enter into any agreement containing any provisions which would be violated or breached by the performance of Borrower's obligations under this Agreement or in connection herewith.

DEPOSIT ACCOUNTS. As collateral security for repayment of Borrower's Note and all renewals and extensions, as well as to secure any and all other loans, notes, indebtedness and obligations that Borrower may now and in the future owe to Lender or incur in Lender's favor, whether direct or indirect,absolute or contingent,due or to become  due, of any nature and kind whatsoever (with the exception of any indebtedness under a consumer credit card account), and to the extent permitted by law, Borrower is granting Lender a continuing security interest in any and all funds that Borrower may now and in the  future have  on deposit with Lender  or in certificates of deposit or  other deposit accounts as to which Borrower is an account holder (with the exception of IRA, pension, and other tax-deferred deposits). Borrower further agrees that,to the extent permitted by law, Lender may at any time apply any funds that Borrower may have on deposit with Lender or in certificates of deposit or other deposit accounts as to which Borrower is an account holder against the unpaid balance of Borrower 's Note and any and all other present and future indebtedness and obligations that Borrower may then  owe to Lender,in principal, interest,fees, costs, expenses, and reasonable attorneys' tees.

EVENTS OF DEFAULT. The following actions or inactions or both shall constitute Events of Default under this Agreement:

Default Under the Note.Should Borrower default in the payment of principal or interest under the Note or any of the Indebtedness.

Default Under this Agreement. Should Borrower violate, or tail to comply fully with any of the terms and conditions of, or default under this Agreement.

Default Under other Agreements.Should any default occur or exist under any Related Document which directly or indirectly secures repayment of the Loan and any of the Indebtedness.

Other Defaults in Favor of Lender. Borrower or any guarantor defaults under any other loan, extension of credit, security right, instrument, document, or agreement,or obligation in favor of Lender.

Insolvency. Should the suspension, failure or insolvency, however evidenced, of Borrower or any Guaranto r occur or exist.

Readjustment of Indebtedness. Should proceedings for readjustment of indebtedness, reorganization, composition or extension under any insolvency law be brought by or against Borrower or any Guarantor.

Exhibit 10.1

BUSINESS LOAN AGREEMENT

(Continued)

Loan No: 25915746 Page 4

Assignment tor Benefit of Creditors.Should Borrower or any Guarantor file proceedings for a respite or make a general assignment for the benefit of creditors.

Receivership.  Should a receiver of all or any part of Borrower's property, or the property of any Guarantor, be applied for or appointed. Dissolution Proceedings. Proceedings tor the dissolution or appointment of a liquidator of Borrower or any guarantor are commenced.

False Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or on Borrower 's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insecurity. Lender in good faith believes itself insecure w ith regard to repayment of the Loan.

EFFECT OF AN EVENT OF DEFAULT. It any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option,all Indebtedness immediately will become due and payable,all without notice of any kind to Borrower,except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise.

Lender shall have the right at its sole option, to accelerate payment of Borrower's Note in full, in principal,interest,costs, expenses, attorneys' fees,and other fees and charges, as well as to accelerate the maturity of any and all other loans and/or obligations that Borrower may then owe to Lender, whether direct or indirect,or by way of assignment or purchase of a participation interest,and whether absolute or contingent, liquidated or unliquidated, voluntary or involuntary, determined or undetermined, due or to become due, and whether now existing or hereafter arising,and whether Borrower is obligated alone or with others on a "solidary" or "joint and several" basis, as a principal obligor or as a surety, of every nature and kind whatsoever,whether any such indebtedness may be barred under any statute of limitations or otherwise may be unenforceable or voidable tor any reason whatsoever.

Lender shall have the additional right, again at its sole option, to file an appropriate collection action against Borrower and/or against any guarantor or guarantors of Borrower's Loan and Note,and/or to proceed or exercise any rights against any Collateral then securing repayment of Borrower's Loan and Note.Borrower and each guarantor further agree that Lender's remedies shall be cumulative in nature and nothing under this Agreement or otherwise,shall be construed as to limit or restrict the options and remedies available to Lender following any event of default under this Agreement or otherwise.

Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Granter shall not affect Lender's right to declare a default and to exercise its rights and remedies.

CONTINUITY OF OPERATIONS. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, or (2) cease operations, liquidate,merge,transfer,acquire or consolidate with any other entity, change its name,dissolve or transfer or sell Collateral out of the ordinary course of business.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:

Amendments.No amendment, modification,consent or waiver of any provision of this Agreement,and no consent to any departure by Borrower therefrom,shall be effective unless the same shall be in writing signed by a duly authorized officer of Lender, and then shall be effective only as to the specific instance and for the specific purpose for which given. 

Attorneys' Fees; Expenses.  Borrower agrees to pay upon demand, all of Lender's costs and expenses, including Lender's reasonable attorneys' fees in an amount not exceeding 10.00% of the principal balance due on the Loan and Lender's legal expenses, incurred in connection with the enforcement of this Agreement.  Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement.  Costs and expenses include Lender's reasonable attorneys' fees in an amount not exceeding 10.000% of the principal balance due on the Loan and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees in an amount not exceeding 10.000% of the principal balacne due on the Loan and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services.  Borrower also shall pay all court costs and such additional fees as may be directed by the court.

Caption Heading.  Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer,whether now or later, of one or more partic ipation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers,or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests,as well as all notices of any repurchase of such participation interests.Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the  rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.

Governing Law. This Agreement will be governed by federal law applicable to Lender and,to the extent not preempted by federal law, the laws of the State of Louisiana without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Louisiana.

No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender.No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Granter, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions.Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.

Notices. To give Borrower any notice required under this Agreement, Lender may hand deliver or mail the notice to Borrower at Borrower's last address in Lender' s records.If there is more than one Borrower under this Agreement, notice to a single Borrower shall be considered as notice to all Borrowers. To give Lender any notice under this Agreement,Borrower (or any Borrower) shall mail the notice to Lender by registered or certified mail at the address specified in this Agreement,or at any other address that Lender may have given to Borrower (or any Borrower) by written notice as provided in this section. All notices required or permitted under this Agreement must be in writing and will be considered as given on the day it is delivered by hand or deposited in the U.S. Mail as provided herein.

Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable.This Agreement shall be construed and enforceable as if the illegal, invalid or unenforceable provision had never comprised a part of it, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement, a provision as similar in terms to such illegal,invalid or unenforceable provision as may be possible and legal, valid and enforceable.

Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate,  including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodat ion to any of Borrower's subsidiaries or affiliates.

Exhibit 10.1

BUSINESS LOAN AGREEMENT

(Continued)

Loan No: 25915746 Page 5

Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns.Borrower shall not,however, have the right to assign Borrower's rights under this Agreement or any interest therein,without the prior written consent of Lender.

Survival of Representations and Warranties. Borrower understands and agrees that in making the Loan, Lender is relying on  all representations,warranties, and covenants made by Borrower in this Agreement  or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the making of the Loan and delivery to Lender of the Related Documents, shall be continuing in nature, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full,or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.

DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America.Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require.Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Louisiana Commercial Laws (La.R.S. 10: 9-101, et seq.). Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement :

Advance. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement.

Agreement. The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached or to be attached to this Business Loan Agreement from time to time.

Borrower. The word " Borrower" means PREMIER FINANCIAL BANCORP, INC.and includes all co-signers and co-makers signing the Note and all their successors and assigns.

Collateral. The word "Collateral" means all property and assets granted as collateral security for a Loan,whether real or personal property, whether granted directly or indirectly,whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage,deed of trust,assignment, pledge, crop pledge, chattel mortgage,collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device,or any other security or lien interest whatsoever, whether created by law, contract, or otherwise.

Environmental Laws. The words " Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation,and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"),the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No.99-499 (" SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42  U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.

Event of Default. The words " Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement.

GAAP. The word  "GAAP" means generally accepted accounting  principles.

Grantor. The word " Grantor " means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest.

Guarantor. The word "Guarantor" means any guarantor,surety,or accommodation party of any or all of the Loan.

Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious  characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used,treated,stored, disposed of, generated,manufactured,transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation,petroleum and petroleum by-products or any traction thereof and asbestos.

Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, in principal, interest, costs, expenses and attorneys' fees and all other fees and charges together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents.

Lender. The word " Lender" means FIRST GUARANTY BANK, its successors and assigns, and any subsequent holder or holders of Borrower's Loan and Note, or any interest therein.

Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time.

Note. The word "Note" means the Note dated August 26, 2015 and executed by PREMIER FINANCIAL BANCORP, INC. in the principal amount of $12,000,000.00, together with all renewals, extensions, modifications, refinancings, consolidations and substitutions of and for the note or credit agreement.

Permitted Liens.  The words "Permitted Liens" mean  (1)  liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens tor taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen,or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled "Indebtedness and Liens";  (5) liens and security interests which,as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets.

Related Documents.  The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, secur ity agreements, mortgages, deeds of trust, security deeds, collateral mortgages,and all other instruments,agreements and documents, whether now or hereafter existing, executed in connection with the Loan.

Security Agreement. The words "Security Agreement" mean and include individually, collectively, interchangeably and without limitation any agreements, promises, covenants,arrangements,understandings or other agreements,whether created by law, contract. or otherwise, evidencing, governing,representing, or creating a Security Interest.

Security Interest. The words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien,charge, encumbrance,mortgage, deed of trust, security deed, assignment,pledge,crop pledge,chattel mortgage, collateral  chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise.

Exhibit 10.1

BUSINESS LOAN AGREEMENT

(Continued)

Loan No: 25915746 Page 6

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED AUGUST 26, 2015.

PREMIER FINANCIAL BANCORP, INC.

By:  /s/ Robert W. Walker                                                                                                      

     ROBERT W. WALKER, President & CEO of PREMIER FINANCIAL BANCORP, INC.

LENDER:

FIRST GUARANTY BANK

By:  /s/ Randy Vicknair                                                                                             

     Randy Vicknair, Credit Officer

EX-10.2

 

Exhibit 10.2

PROMISSORY NOTE

Principal	Loan Date	Maturity	Loan No	Call / Coll	Account	Officer	Initials
$12,000,000.00	08-26-2015	08-26-2020	25915746	9A / 54		***
References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing " * * * " has been omitted due to text length limitations

Borrower: Premier Financial Bancorp, Inc. (TIN: 61-1206757) 2883 Fifth Avenue Huntington, WV  25702 Lender: FIRST GUARANTY BANK First Guaranty Square Banking Center 400 East Thomas Street P O Box 2009 Hammond, LA 70401-2009 (985) 345-7685

Principal Amount:  $ 12,000,000.00 Date of Note: August 26, 2015

PROMISE TO PAY. PREMIER FINANCIAL BANCORP,INC.("Borrower") promises to pay to the order of FIRST GUARANTY BANK ("Lender"), in lawful money of the United States of America the sum of Twelve Million & 00/100 Dollars (U.S. $12,000,000.00), together with simple interest assessed on the unpaid principal balance of this Note as outstanding from time to time, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 4.000% per annum based on a year of 360 days, commencing on August 26. 2015, and continuing untilthis Note is paid in full.

PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, Borrower will pay this loan in 59 principal payments of $143,000.00 each and one final principal and interest payment of $3,575,272.56. Borrower's first principal payment is due September 26, 2015, and all subsequent principal payments are due on the same day of each month after that. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning September 26, 2015, with all subsequent interest payments to be due on the same day of each month after that. Borrower's final payment due August 26, 2020, will be for all principal and all accrued interest not yet paid. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.

INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. This calculation method results in a higher effective interest rate than the numeric interest rate stated in this Note.

PREPAYMENT. Other than Borrower's obligation to pay any prepayment penalty, Borrower may prepay this Note in full at any time by paying the then unpaid principal balance of this Note, plus accrued simple interest and any unpaid late charges through date of prepayment. If Borrower prepays this Note in full,or if endet accelerates payment,Borrower understands that, unless otherwise required by law, any prepaid fees or charges will not be subject to rebate and will be earned by Lender at the time this Note is signed. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result In Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language.If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts,Including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: FIRST GUARANTY BANK. 400 East Thomas Street, P.O. Box 2009 Hammond, LA 70404-2009.

LATE CHARGE. If Borrower fails to pay any payment under this Note in full within 10 days of when due, Borrower agrees to pay Lender a late payment fee in an amount equal to 5.000% of the unpaid portion of the regularly scheduled payment or $25.00,whichever is greater with a maximum of $250.00.   Late charges will not be assessed following declaration of default and acceleration of the maturity of this Note.

INTEREST AFTER DEFAULT. If Lender declares this Note to be in default, Lender has the right prospectively to adjust and fix the simple interest rate under this Note until this Note is paid in full, as follows : (A) If the original principal amount of this Note is $250,000 or less, the fixed default interest rate shall be equal to eighteen (18%) percent per annum based on a year of 360 days, or three (3%) percent per annum in excess of the interest rate under this Note,whichever is greater. (8) If the original principal amount of this Note is more than $250,000, the fixed default interest rate shall be equal to twenty-one (21 %) percent per annum based on a year of 360 days, or three (3%) percent per annum in excess of the interest rate under this Note at the time of default, whichever is greater.

DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:

Default Under Loan Agreement. If an event of default occurs or exists under the terms of Borrower 's Loan Agreement in favor of Lender.

Payment Default. Borrower fails to make any payment when due under this Note.

Default Under Security Agreements.Should Borrower or any guarantor violate,or tail to comply fully with any of the terms and conditions of, or default under any security right, instrument, document, or agreement directly or indirectly securing repayment of this Note.

Other Defaults in Favor of Lender. Should Borrower or any guarantor of this Note default under any other loan, extension of credit, security right, instrument,document, or agreement, or obligation in favor of Lender.

Default in Favor of Third Parties. Should Borrower or any guarantor default under any loan, extension of credit, security agreement, purchase or sales agreement,or any other agreement,in favor of any other creditor or person that may affect any property or other collateral directly or indirectly securing repayment of this Note.

Insolvency. Should the suspension, failure or insolvency, however evidenced, of Borrower or any Guarantor of this Note occur or exist.

Death or Interdiction. Should any guarantor of this Note die or be interdicted.

Readjustment of Indebtedness. Should proceedings for readjustment of indebtedness, reorganization, bankruptcy, composition or extension under any insolvency law be brought by or against Borrower or any guarantor.

Assignment for Benefit of Creditors. Should Borrower or any guarantor file proceedings for a respite or make a general assignment for the benefit of creditors.

Receivership. Should a receiver of all or any part of Borrower ' s property, or the property of any guarantor,be applied for or appointed.

Dissolution Proceedings. Proceedings for the dissolution or appointment of a liquidator of Borrower or any guarantor are commenced.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect,either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Material Adverse Change. Should any material adverse change occur in the financial condition of Borrower or any guarantor of this Note or should any material discrepancy exist between the financial statements submitted by Borrower or any guarantor and the actual financial condition of Borrower or such guarantor.

Insecurity. Lender in good faith believes itself insecure with regard to repayment of this Note.

LENDER'S RIGHTS UPON DEFAULT. Should any one or more default events occur or exist under this Note as provided above, Lender shall have the right, at Lender's sole option,to declare formally this Note to be in default and to accelerate the maturity and insist upon Immediate payment in full of the unpaid principal balance then outstanding under this Note, plus accrued Interest, together with reasonable attorneys ' fees, costs, expenses and other fees and charges as provided herein.Lender shall have the further right, again at Lender's sole option, to declare formal default and to accelerate the malUrity and to insist upon  immediate payment in full of each and every other  loan, extension of credit, debt, liability and/or obligation of every nature and kind that Borrower may then owe ·co Lender, whether direct or indirect or by way of assignment, and whether absolute or contingent, liquidated or unliquidated,voluntary or involuntary, determined or undetermined,secured or unsecured, whether Borrower is obligated alone or with others on a "solidary" or "joint and several" basis, as a principal obligor or otherw ise, all without further notice or demand, unless Lender shall otherwise elect.

Exhibit 10.2

PROMISSORY NOTE

(Continued)

Loan No. 25915746 Page 2

ATTORNEYS' FEES; EXPENSES.  If Lender refers this Note to an attorney for collection,or files suit against Borrower to collect this Note, or if Borrower files for bankruptcy or other relief from creditors,Borrower agrees to pay Lender's reasonable attorneys' fees in an amount not exceeding 10.000% of theprincipal balance due on the loan.

GOVERNING LAW.  This Note will be governed by federal law applicable to Lender and. to the extent not preempted by federal law. the laws of the State of Louisiana without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Louisiana.

RETURNED ITEM CHARGE. In the event that Borrower makes any payment under this Note by check or electronic payment and Borrower's check or electronic payment is returned to Lender unpaid for any reason, Borrower agrees to pay Lender a returned item charge in an amount of $25.00 or 5.000% of the dishonored item (whether check or electronic payment), whichever is less.

DEPOSIT ACCOUNTS. As collateral security for repayment of this Note and all renewals and extensions, as well as to secure any and all other loans,notes, indebtedness and obligations that Borrower may now and in the future owe to Lender or incur in Lender's favor, whether direct or indirect, absolute or contingent, due or to become  due, of any nature and kind whatsoever (with the exception of any indebtedness under a consumer credit card account), and to the extent permitted by law,  Borrower is granting Lender a continuing security interest in any and all funds that Borrower may now and in the future have on deposit with Lender or in certificates of deposit or other deposit accounts as to which Borrower is an account holder (with the exception of IRA, pension, and other tax-deferred deposits).Borrower further agrees that, to the extent permitted by law, Lender may at any time apply any funds that Borrower may have on deposit with Lender or in certificates of deposit or other deposit accounts as to which Borrower is an account holder against the unpaid balance of this Note and any and all other present and future indebtedness and obligations that Borrower may then owe to Lender, in principal,interest,fees, costs,expenses,and reasonable attorneys' fees.

COLLATERAL. Borrower acknowledges this Note is secured by 2500 SHARES OF PREMIER BANK, INC.STOCK,CERTIFICATE # 2. Collateral securing other loans with Lender may also secure this Note as the result of cross-collateralization.

FINANCIAL STATEMENTS. Borrower agrees to provide Lender with such financial statements and other related information at such frequencies and in such detail as Lender may reasonably request.

WAIVERS. Borrower and each guarantor of this Note hereby waive demand, presentment for payment,protest, notice of protest and notice of nonpayment, and all pleas of division and discussion, and severally agree that their obligations and liabilities to Lender hereunder shall be on a "solidary" or "joint and several" basis. Borrower and each guarantor further severally agree that discharge or release of any party who is or may be liable to Lender for the indebtedness represented hereby,or the release of any collateral directly or indirectly securing repayment hereof, shall not have the effect of releasing any other party or parties, who shall remain liable to Lender, or of releasing any other collateral that is not expressly released by Lender. Borrower and each guarantor additionally agree that Lender's acceptance of payment other than in accordance with the terms of this Note, or Lender's subsequent agreement to extend or modify such repayment terms, or Lender's failure or delay in exercising any rights or remedies granted to Lender, shall likewise not have the effect of releasing Borrower or any other party or parties from their respective obligations to Lender, or of releasing any collateral that directly or indirectly secures repayment hereof.In addition, any failure or delay on the part of Lender to exercise any of the rights and remedies granted to Lender shall not have the effect of waiving any of Lender's rights and remedies.Any partial exercise of any rights and/or remedies granted to Lender shall furthermore not be construed as a waiver of any other rights and remedies; it being Borrower's intent and agreement that Lender's rights and remedies shall be cumulative in nature. Borrower and each guarantor further agree that, should any default event occur or exist under this Note,any waiver or forbearance on the part of Lender to pursue the rights and remedies available to Lender, shall be binding upon Lender only to the extent that Lender's specifically agrees to any such waiver or forbearance in writing.A waiver or forbearance on the part of Lender as to one default event shall not be construed as a waiver or forbearance as to any other default.Borrower and each guarantor of this Note further agree that any late charges provided for under this Note will not be charges tor deferral of time tor payment and will not and are not intended to compensate Lender's tor a grace or cure period, and no such deferral, grace or cure period has or will be granted to Borrower in return tor the imposition of any late charge. Borrower recognizes that Borrower's failure to make timely payment of amounts due under this Note will result in damages to Lender, including but not limited to Lender's loss of the use of amounts due, and Borrower agrees that any late charges imposed by Lender hereunder will represent reasonable compensation to Lender tor such damages. Failure to pay in full any installment or payment timely when due under this Note, whether or not a late charge is assessed,will remain and shall constitute an Event of Default hereunder.

SUCCESSORS AND ASSIGNS LIABLE. Borrower's and each guarantor's obligations and agreements under this Note shall be binding upon Borrower's and each guarantor's respective successors, heirs, legatees, devisees, administrators, executors and assigns.The rights and remedies granted to Lender under this Note shall inure to the benefit of Lender's successors and assigns, as well as to any subsequent holder or holders of this Note.

CAPTION HEADINGS. Caption headings in this Note are for convenience purposes only and are not  to be used to interpret or define the provisions of this Note.

SEVERABILITY. If any provision of this Note is held to be invalid, illegal or unenforceable by any court, that provision shall be deleted from this Note and the balance of this Note shall be interpreted as if the deleted provision never existed.

PRIOR NOTE. PROMISSORY NOTE IN THE AMOUNT OF $11,550,000.00 DATED APRIL 30,2008.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower,and upon Borrower's successors, heirs, legatees, devisees, administrators,executors and assigns,and shall inure to the benefit of Lender and its successors and assigns.

APPLICABLE LENDING LAW.To the extent not preempted by federal law, this business or commercial loan is being made under the terms and provisions of La.R.S. 9:3509, et seq.

PRIOR TO SIGNING THIS NOTE. BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE.

BORROWER:

PREMIER FINANCIAL BANCORP. INC.

By:  /s/ Robert W. Walker                  

ROBERT W. WALKER, President & CEO of PREMIER FINANCIAL BANCORP, INC.

EX-10.3

Exhibit 10.3

COMMERCIAL PLEDGE AGREEMENT

Principal	Loan Date	Maturity	Loan No	Call / Coll	Account	Officer	Initials
$12,000,000.00	08-26-2015	08-26-2020	29515746	9A / 54		***
References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “ * * * “ has been omitted due to text length limitations

Borrower: Premier Financial Bancorp, Inc. (TIN: 61-1206757) 2883 Fifth Avenue Huntington, WV  25702 Lender: FIRST GUARANTY BANK First Guaranty Square Banking Center 400 East Thomas Street P 0 Box 2009 Hammond, LA 70401-2009 (985) 345-7685

THIS COMMERCIAL PLEDGE AGREEMENT dated August 26, 2015, is made and executed between PREMIER FINANCIAL BANCORP, INC. ("Grantor") and FIRST GUARANTY BANK ("Lender").

GRANT OF SECURITY INTEREST. For valuable consideration,Grantor grants to Lender a continuing security interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.

COLLATERAL DESCRIPTION.The word "Collateral" as used in this Agreement means individually, collectively and interchangeably Grantor's present and future rights, title and interest in and to the following described investment property, together with any and all present and future additions thereto,substitutions therefor,and replacements thereof, together with any and all present and future certificates and/or instruments evidencing any Stock and further together with all Income and Proceeds as described herein:

2500 Shares of PREMIER BANK, INC. Stock, STOCK #2

CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them,as well as all claims by Lender against Grantor or  any one or more of them, whether now existing or hereafter arising,whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect,determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with others,whether obligated as guarantor,surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable (Initial Here  /s/ BW)

DELIVERY OF COLLATERAL. Contemporaneous with the execution of this Agreement, Grantor has delivered or will deliver to Lender or Lender’s designated agent the above described Collateral, including without limitation, any and all certificates and instruments evidencing Grantor's Stock subject to this Agreement, appropriately endorsed in blank, together with irrevocable stock or bond powers also endorsed in blank. As long as this Agreement remains in effect, Grantor further agrees to immediately deliver to Lender, or Lender’s designated agent, any and all additions to or substitutions or replacements for the Collateral, including without limitation any and all future certificates representing Stock subject to this Agreement that are subsequently issued in Grantor's favor or that Grantor otherwise holds or owns. In the event that Grantor is unable to deliver any of the Collateral to Lender or Lenders designated agent at  the time this Agreement is executed,  or should Grantor ever withdraw or obtain temporary possession of any of the Collateral while this Agreement remains in effect, either under a trust receipt or otherwise,Grantor unconditionally agrees to deliver immediately to Lender the Collateral or, alternatively, such substitute or replacement collateral security as may then be satisfactory to Lender.

CONTINUING SECURITY INTEREST TO SECURE PRESENT AND FUTURE INDEBTEDNESS. Grantor affirms that Grantor has granted a continuing security interest in the Collateral in favor of Lender to secure any and all present and future Indebtedness of Grantor in favor of Lender, as may be outstanding from time to time set forth above,in principal,interest, costs, expenses, reasonable attorneys' fees and other fees and charges, with the continuing preferences and priorities provided under applicable Louisiana law. Grantor agrees that all such additional loans and Indebtedness will be secured under this Agreement without the necessity that Grantor (or any of them) agree or consent to such a result at the time such additional loans are made and Indebtedness incurred, without the further necessity that the note or notes evidencing such additional loans or Indebtedness refer to the fact that such notes are secured  by this Agreement. Grantor further agrees Grantor may not subsequently have a change  of mind and insist that any such additional loans or Indebtedness not be secured by this Agreement unless Lender specifically agrees to such a request in writing.

DURATION OF AGREEMENT. This Agreement shall remain in full force and effect until such time as this Agreement and the security interests created hereby are terminated and cancelled by Lender under a written cancellation instrument in favor of Grantor.

ADDITIONAL COLLATERAL. In the event that any of the Collateral should at any time decline in value or become unsatisfactory to Lender for any reason, Grantor agrees to immediately provide Lender with such additional collateral security as may then be acceptable to Lender.

GRANTOR'S OBLIGATIONS TO DELIVER STOCK CERTIFICATES, DIVIDENDS, DISTRIBUTIONS, ETC.  In the event that Grantor should ever receive any: (A) certificates or instruments representing any of the Stock, including without limitation, any certificates or instruments representing a stock dividend,or Stock issued in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets,combination of shares,stock split, spin-off, or split-off; (B)options, warrants or rights, whether as an addition to,or in substitution of, or exchange for, any of the Stock, or otherwise; (C) non-cash dividends or other distributions payable in property, including securities issued by third parties other than the issuers(s) of the Stock; or (E) proceeds or payments, whether in cash or otherwise, derived or to be derived from the sale, transfer, assignment,delivery or other distribution of the Stock; then Grantor shall accept the same as Lender's agent, in trust for and on behalf of  Lender, and Grantor shall deliver them forthwith to Lender in the exact form received, with Grantor 's endorsement in blank,when necessary, or with irrevocable stock  or bond powers duly executed by Grantor in blank, with the same to be held in pledge by Lender, subject to the terms and conditions of this Agreement, as collateral security for repayment of the indebtedness, as heretofore stated.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. Grantor represents and warrants to Lender that:

Ownership. Grantor at all times will continue to be the legal and lawful owner of the Collateral free and clear of all security interests, liens, Encumbrances and claims of others except as disclosed to and accepted by Lender in writing prior to execution of this Agreement.

Right to Grant Security Interest. Grantor has the right,power and authority to enter into this Agreement and to grant a continuing security interest in the Collateral in favor of Lender.

Authorization. Grantor's execution, delivery,and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Grantor and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Grantor 's articles of incorporation or organization,or bylaws,or (b) any agreement or other instrument binding upon Grantor or (2) any law, governmental regulation, court decree, or order applicable to Grantor or to Grantor's properties.

Perfection of Security Interest. Upon delivery of the Collateral to Lender, including without limitation delivery of the certificates and/or instruments evidencing and representing the Stock, this Agreement shall create a valid first lien upon,and perfect a security interest in the Collateral subject to no prior security interest,lien,charge, individually, collectively and interchangeably any and all presently existing and/or future mortgages,  liens, privileges and other contractual and/or statutory security interests and rights, of every nature and kind, whether in admiralty, at law, or in equity, that now and/or in the future may affect the Collateral or any part or parts thereof. or other agreement purporting to grant to any third party a security interest in the Collateral.

Exhibit 10.3

COMMERCIAL PLEDGE AGREEMENT

(Continued)

Loan No: 25915746 Page 2

Notice to Obligors. Upon request by Lender, Grantor immediately will notify individual obligors under Grantor 's Collateral or Rights, advising such obligors of the fact that their obligations have been collaterally assigned and pledged to Lender. In the event that Grantor should tail to provide such notices tor any reason upon Lender's request, Grantor agrees that Lender may forward appropriate notices to such obligors either in Lender's name or in Grantor's name.

Authority; Binding Effect. Grantor has the full right, power and authority to enter into this Agreement and to grant a security interest in the Collateral to Lender.This Agreement is binding upon Grantor as well as Grantor's successors and assigns,and is legally enforceable in accordance with its terms.The foregoing representations and warranties,and all other representations and warranties contained in this Agreement are and shall be continuing in nature and shall remain in full force and effect until such time as this Agreement is terminated or cancelled as provided herein.

Valid Issuance of Stock. All of the Stock have been duly and validly issued and are fully paid and nonassessable.

Ownership of Stock. Unless otherwise previously disclosed to Lender in writing, the shares of Stock subject to this Agreement constitute all shares owned by Grantor of the issued and outstanding shares of the capital stock of the corporation or corporations listed above.

Free Transferability of Stock. Unless otherwise previously disclosed to Lender in writing, all of the shares of Stock are freely transferable and subject to sale without being subject to limitations, restriction, stock legends, or prohibitive covenants under any agreements, or otherwise under which Grantor or the issuer of any such Stock may be bound or obligated.

Stock Dividend; Stock Split. In order to prevent Lender's collateral position from becoming diluted by any stock dividends or stock splits, Grantor agrees to notify Lender immediately when knowledge of any such transaction or transactions becomes known, and to deliver all of the stock certificates to Lender tor pledging within f ive (5) days of receipt of the stock dividend and/or stock split together with appropriately executed stock powers.

No Further Assignment. Grantor has not, and shall not, sell,assign, transfer, encumber or otherwise dispose of any of Grantor's rights in the Collateral except as provided in this Agreement.

No Defaults. There are no defaults existing under the Collateral,and there are no offsets or counterclaims to the same. Grantor will strictly and promptly perform each of the terms,conditions,covenants and agreements, if any, contained in the Collateral which are to be performed by Grantor.

No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement.

Financing Statements. Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender's security interest.At Lender's request,Grantor additionally agrees to sign all other documents that are necessary to perfect, protect,and continue Lender 's security interest in the Property.Grantor will pay all tiling fees, continuation  tees, terminat ion  tees, title transfer tees, and other fees and costs involved.Grantor irrevocably appoints Lender to execute documents necessary to transfer title it there is a default. Lender may tile a carbon, photographic, facsimile or other reproduction copy of this Agreement as  a UCC financing statement.  Lender may also tile a carbon, photographic, facsimile or other reproduction copy of Grantor's UCC financing statement.

LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL.  Lender shall have the following rights in addition to all other rights Lender may have by law:

Maintenance and Protection of Collateral. Lender may, but shall not be obligated to, take such steps as it deems necessary or desirable to protect, maintain, insure, store, or care tor the Collateral, including paying of  any liens or claims against the Collateral. This may include such things as hiring other people, such as attorneys, appraisers or other experts. Lender may charge Grantor tor any cost incurred in so doing.  When applicable law provides more than one method of perfection of Lender's security interest, Lender may choose the method(s) to be used.Lender may also require Grantor to notify, or Lender may notify,third parties of the fact that the Collateral has been pledged to Lender. If the Collateral consists of stock, bonds or other  investment property tor which no certificate has been issued, Grantor agrees, at Lender's request, either to request issuance of an appropriate certificate or to give instructions on Lender's forms to the issuer,transfer agent, mutual fund company, or  broker, as the case may be, to record on its books or records Lender's security interest in the  Collateral. Grantor also agrees to execute any additional documents,including but not limited to, a control agreement,necessary to perfect Lender's security interest as Lender may desire.

Income and Proceeds from the Collateral.  Where it is necessary for Lender to enforce performance, payment and delivery of any such Income and Proceeds from the Obligor therefor,Grantor unconditionally agrees that Lender may compromise or take such other actions, either in Grantor 's name or in Lender's name as Lender may deem appropriate, within Lender's sole judgment, with regard to performance, collection and payment of the same, without affecting the obligations and liabilities of Grantor under this Agreement or any Indebtedness secured by this Agreement. In order to further permit the foregoing, Grantor agrees that Lender shall have the additional irrevocable rights, coupled with an interest, to: (1) receive, open and dispose of all mail addressed to Grantor pertaining to any of the Collateral; (2) notify the postal authorities to change the address and delivery of mail addressed to Grantor pertaining to any of the Collateral to such address as Lender may designate; and  (3)  endorse Grantor's name on any and all notes, acceptances, checks, drafts, money orders or other instruments of payment of such Income and Proceeds that may come into Lender 's possession, and to deposit or otherw ise collect the same, applying such funds to the unpaid balance of the Indebtedness in the manner provided below.

In the event that Grantor should, for any reason, receive any Income and Proceeds subject to this Agreement, and Grantor should deposit such funds into one or more of Grantor's deposit accounts, no matter where located, Lender shall have the additional right following any Event of Default under this Agreement, to attach any and all of Grantor's deposit accounts in which such funds may have been deposited, whether or not any such funds were commingled with other funds of Grantor, and whether or not any such funds then remain on deposit in such an account or accounts.To this end, Grantor additionally collaterally assigns and pledges to Lender and grants to Lender a continuing security interest in and to any and all of Grantor 's present and future rights, title and interest in and to any and all funds that Grantor may now or in the future maintain on deposit with banks, savings and loan associations and other financial institutions, as well as money market accounts with other types of entities, in which Grantor at any time may deposit any such Income and Proceeds.

Application of Cash. At Lender's option, Lender may apply any cash, whether included in the Collateral or received as Income and Proceeds or through liquidation, sale, or retirement, of the Collateral, to the satisfaction of the Indebtedness or such portion thereof as Lender shall choose, whether or not matured.Lender may alternatively and at its sole option and election hold such cash as additional "cash collateral" to secure the Indebtedness.

Transactions with Others. Lender may ( 1) extend time tor payment or other performance, (2) grant a renewal  or change in terms or conditions, or (3) compromise, compound or release any obligation, with any one or more Obligors, endorsers, or Guarantors of the Indebtedness as Lender deems advisable,without obtaining the prior written consent of Grantor, and no such act or failure to act shall affect Lender's rights against Grantor or the Collateral.

Perfection of Security Interest. Grantor agrees to take whatever actions are requested by Lender to perfect and continue Lender's security interest in the Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting the

Exhibit 10.3

COMMERCIAL PLEDGE AGREEMENT

(Continued)

Loan No: 25915746 Page 3

Collateral, and Grantor will note Lender's interest upon any and all chattel paper and instruments if not delivered to Lender for possession by Lender. When applicable law provides more than one method of perfection of Lender's security  interest, Lender may choose the method(s) to be used. Upon Lender's request, Grantor will sign and deliver any writings necessary to perfect Lender's security interest. If the Collateral consists of investment property for which no certificate has been issued, Grantor agrees, at Lender's option, either to request issuance of an appropriate certificate or to execute appropriate instructions on Lender's forms instructing the issuer, transfer agent, mutual fund company, or broker, as the case may be, to record on its books or records, by book-entry, initial transaction statement, registered by pledge, or otherwise, Lender's security interest in the Collateral.

All Collateral Secures Indebtedness. All Collateral shall be security tor the Indebtedness, whether the Collateral is located at one or more offices or branches of Lender. This will be the case  whether or not the office or branch where Grantor obtained Grantor's loan knows about the Collateral or relies upon the Collateral as security.

Collection of Collateral. Lender at Lender's option may, but need not, collect the Income and Proceeds directly from the Obligors. Grantor authorizes and directs the Obligors, if Lender decides to collect the Income and Proceeds, to pay and deliver to Lender all Income and Proceeds from the Collateral and to accept Lender's receipt for the payments.

LENDER'S EXPENDITURES. Grantor recognizes and  agrees that Lender may  incur  certain expenses in connection with Lender's exercise of rights under this Agreement. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated  to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, Encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for insuring, maintaining and preserving the Collateral, including without limitation, the purchase of insurance protecting only Lender's interest in the Collateral. Lender may further take such other action or actions and incur such additional expenditures as Lender may deem to be necessary and proper to cure or rectify any actions or inactions on Grantor's part as may be required under this  Agreement. Nothing under this  Agreement or otherwise shall obligate Lender to take any such actions or to incur any such additional expenditures on Grantor's behalf, or as making Lender in any way responsible or liable for any loss, damage, or injury to the Collateral, to Grantor, or to any other person or persons, resulting from Lender's election not to take such actions or to incur such additional expenses. In addition, Lender's election to take any such actions or to incur such additional expenditures shall not constitute a waiver or forbearance by Lender of any Event of Default under this Agreement.   All such expenditures incurred or paid by Lender for  such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of  any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default.

LIMITATIONS ON OBLIGATIONS OF LENDER.Lender shall use ordinary reasonable care in the physical preservation and custody of the Collateral in Lender's possession, but shall have no other obligation to protect the Collateral or its value. In particular, but without limitation, Lender shall have no responsibility for (A) any depreciation in value of the Collateral or for the collection or protection of any Income and Proceeds from the Collateral, (B) preservation of rights against parties to the Collateral or against third persons, (C) ascertaining any maturities, calls, conversions, exchanges, offers, tenders, or similar matters relating to any of the Collateral, or (D) informing Grantor about any of the above, whether or not Lender has or is deemed to have knowledge of such matters. Except as provided above, Lender shall have no liability for depreciation or deterioration of the Collateral.

EVENTS OF DEFAULT. The following actions or inactions or both shall constitute Events of Default under this Agreement:

Default Under Loan Agreement.  If an Event of Default occurs or exists under the terms of Grantor's  Loan Agreement in favor of Lender. Default Under the Note. Should Grantor default in the payment of principal or interest under the Note or any of the Indebtedness.

Default Under this Agreement. Should Grantor violate, or fail to comply fully with any of the terms and conditions of, or default under this Agreement.

Default Under other Agreements. Should any default occur or exist under any Related Document which directly or indirectly secures repayment of any of the Indebtedness.

Other Defaults in Favor of Lender. Grantor or any guarantor defaults under any other loan, extension of credit, security right, instrument, document, or agreement, or obligation in favor of Lender.

Insolvency.  Should the suspension, failure or insolvency, however evidenced, of Grantor or any Guarantor occur or exist.

Readjustment of Indebtedness. Should proceedings for readjustment of indebtedness, reorganization, composition or extension under any insolvency law be brought by or against Grantor or any Guarantor.

Assignment for Benefit of Creditors. Should Grantor or any Guarantor file  proceedings for a respite or make a general assignment tor the benefit of creditors.

Receivership. Should a receiver of all or any part of Grantor's property, or the property of any Guarantor, be applied for or appointed.

Dissolution Proceedings.Proceedings for the dissolution or appointment of a liquidator of Grantor or any guarantor are commenced.

Insufficient Market Value of Securities. Stock Cusip. No. STOCK #2: The  Collateral to loan percentage falls below 60.00%, or PREMIER FINANCIAL BANCORP, INC. SHALL PROVIDE ADDITIONAL SHARES OF PREMIER BANK, INC. COMMON STOCK IN THE EVENT LOAN TO BOOK EXCEEDS 60%; and as a result of the deterioration of the market value of the Collateral, Grantor does not, by the close of business on the next business day after Grantor has received notice from Lender of the deterioration, either (1) reduce the amount of the Indebtedness in this loan as required by Lender or (2) pledge or grant an additional security interest to increase the value of the Collateral as required by Lender.

False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insecurity. Lender in good faith believes itself insecure with regard to repayment of the Indebtedness.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender may exercise any one or more of the following rights and remedies :

Accelerate Indebtedness. Lender, at its sole option, may accelerate the maturity and declare and demand immediate payment in full of any and all Indebtedness secured hereby in principal, interest, costs, expenses, attorneys' fees and other fees and charges.

Collect the Collateral. Collect any of the Collateral and, at Lender's option retain possession thereof while suing on the Indebtedness.

Sell the Collateral. Sell the Collateral, at Lender's discretion, as a unit or in parcels, at one or more public or private sales, or through any exchange or broker, at such prices and on such terms as Lender may deem best, for cash or on credit or future delivery, without assumption of any credit risk, without any further demand or notice upon Grantor for performance, without appraisal, without the intervention of any court and without any formalities other than those provided herein. For purposes of selling the Collateral, Lender has been and is hereby made and constituted the agent of Grantor, such agency being coupled with an interest. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least ten ( 10) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing.If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general

Exhibit 10.3

COMMERCIAL PLEDGE AGREEMENT

(Continued)

Loan No: 25915746 Page 4

circulation in the parish or county where the Collateral is located,setting forth the time and place of sale and a brief description of the property to be sold.Lender may be a purchaser at any public sale.Grantor agrees that any such sale shall be conclusively deemed to be conducted In a commercially reasonable manner if it Is made consistent with the standard of similar sales of collateral by commercial banks in Hammond, Louisiana.

Sale of Stock. Grantor recognizes that Lender may not be able to effect a public sale on all or any part of the Stock, and Lender may be compelled or deem it best to resort to one or more private sales to a restricted group of purchasers,w ho may be obligated to agree, among other things,to acquire the Stock for their own account for investment purposes only and not with a view of distribution or resale.  Grantor acknowledges that any private sale of the Stock may be at prices and on terms less favorable than those of public sales,and Grantor unconditionally agrees that such private sates shall be deemed to have been made in a commerc ially reasonable manner,and that Lender has no obligation to delay the sale of any Stock to permit the issuer(s) to register it for sale under the Securities Act of 1933,as amended (the "Securities Act") or to quality such Stock under the "Blue Sky" laws of any state. Grantor additionally agrees to use Grantor's best efforts to cause any issuer, transfer agent, or registrar of the Stock to take all such actions and execute all such documents as may be necessary or appropriate, upon request by Lender, (1) to remove any restrictive legends placed on the Stock that are not legally required, (2) to effect any sale or sales of the Stock in accordance with Rule 144 and other applicable rules of the Securities Act, and/or (3) to effect any sale or other disposition of the Stock at any lawful public or private sale or other disposition.

Registration of Stock. If Lender shall elect to exercise Lender's right to sell or otherwise dispose of all or any of the Stock at public or private sale, and if, in the opinion of Lender's counsel,it is necessary to have the Stock or any portion thereof registered under the provisions of the Securities Act, Grantor unconditionally agrees and covenants to use Grantor's best efforts to cause: (1) the issuer(s) of the Stock, its directors and officers, to take all action necessary to register the Stock or the portion of the Stock to be disposed of,under the provisions of the Securities Act, at Grantor's expense; (2) the registration statement relating to the Stock to become effective and to remain so for not less than one ( 1) year from the date of the first public offering of the Stock or that portion of the Stock to be disposed of, and to make  all amendments thereto and to the related prospectus, which, in the opinion of Lender and Lender's counsel, may be necessary or advisable, all in conformity with requirements of the Securities Act and the rules and regulations of the  Securities and Exchange Commission applicable thereto; (3) the issuer(s) of the Stock to comply with the provisions of the "Blue Sky" laws of any jurisdiction that the Lender shall designate; and (4) the issuer(s) of the Stock to make available to its security holders, as soon as practical (but in no event later than sixteen (16) months after the effective date of such registration statement). an earning statement (which need not be audited) covering a period of at least twelve (12) months beginning with the first month after the effective date of any such registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act. Grantor acknowledges that a breach of any of the covenants contained in this section of the Agreement may cause irreparable injury to Lender, and that Lender w ill have no adequate remedy at law with respect to any such breach, and, as a consequence, that Grantor's covenants as set forth in this Agreement are enforceable against Grantor. Granter hereby waives, to the extent such waiver is enforceable under law,and Granter shall not assert, any defenses against an action for specific performance of such covenants, except for a defense that Grantor is not in default under any of Grantor's Indebtedness in favor of Lender.

Rights and Remedies with Respect to Investment Property, Financial Assets and Related Collateral. In addition to other rights and remedies granted under this Agreement and under applicable law, Lender may exercise any or all of the following rights and remedies : (1) register with any issuer or broker or  other securities intermediary any of the Collateral consisting of investment property or  financial assets (collectively herein, "investment property") in Lender's sole name or in the name of Lender's broker, agent or nominee; (2) cause any issuer,broker or other securities intermediary to deliver to Lender any of the Collateral consisting of securities, or investment property capable of being delivered; (3) enter into a control agreement or power of attorney with any issuer or securities intermediary with respect to any Collateral consisting of investment property, on such terms as Lender may deem appropriate, in its sole discretion, including without limitation, an agreement granting to Lender any of the rights provided hereunder without further notice to or consent by Grantor ; (4) execute any such control agreement on Grantor's behalf and in Grantor 's name, and hereby irrevocably appoints  Lender as agent and attorney-in-fact, coupled with an interest, for the purpose of executing such control agreement on Grantor's behalf; (5) exercise any and all rights of Lender under any such control agreement or power of attorney ; (6) exercise any voting, conversion, registration,purchase, option, or other rights with respect to any Collateral; (7) collect,with or without legal action,and issue receipts concerning any notes, checks, drafts, remittances or distributions that are paid or payable with respect to any Collateral consisting of investment property.Any control agreement entered with respect to any investment property shall contain the following provisions, at Lender's discretion.Lender shall be authorized to instruct the issuer, broker or other securities intermediary to take or to refrain from taking such actions with respect to the investment property as Lender may instruct, without further notice to or consent by Grantor.Such actions may include without limitation the issuance of entitlement orders, account instructions, general trading or buy or sell orders,transfer and redemption orders, and stop loss orders. Lender shall be further entitled to instruct the issuer,  broker or securities intermediary to  sell or to liquidate any investment property, or to pay the cash surrender or account termination value with respect to any and all investment property, and to deliver all such payments and liquidation proceeds to  Lender.Any such control agreement shall contain such authorizations as are necessary to place Lender in "control" of such investment collateral,as contemplated under the provisions of the Uniform Commercial Code, and shall fully authorize Lender to issue "entitlement orders " concerning the transfer, redemption,liquidation or disposition of investment collateral, in conformance with the provisions of the Uniform Commercial Code.

Lender's Right to Vote Stock.Immediately and without further notice, upon the occurrence of any Event of Default under this Agreement,whether or not the Stock may have previously been registered in the name of Lender or in the name of Lender's nominee,Lender or its nominee shall have the right to exercise all voting rights with respect to the Stock. Lender or its nominee shall have the further right to exercise any and all additional corporate rights and all other conversion, exchange, or subscription rights, privileges and/or options with regard thereto, including, without limitation, the right to exchange any and all shares of Stock upon the merger, consolidation,reorganization, recapitalization or other readjustment of the issuer(s) thereof, or upon the exercise by any such issuer(s) of any rights, privileges or options pertaining thereto. Lender or its nominee shall  have the additional right to deliver the Stock to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Lender may determine, all without liability except to account for property actually received by Lender. Lender shall have no duty to exercise any of the foregoing rights, privileges or options and shall not be responsible for any failure to do so or delay in doing so. Lender may by written notice to Grantor, relinquish, either partially or completely in accordance with any terms or conditions Lender may set forth in such notice, any or all voting rights Lender may acquire pursuant to this Agreement.

Foreclosure.  Maintain a judicial suit for foreclosure and sale of the Collateral.

Specific Performance. Lender may,in addition to or in lieu of the foregoing remedies, in Lender's sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted.

Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Granter irrevocably appoints Lender as Grantor ' s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable.

Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Louisiana Commercial Laws (La.R.S.§ § 10:1-101, et seq.), at law, in equity, or otherwise.

Application of Proceeds and Payments.  Any and all proceeds, interest,profits, and Income and Proceeds that Lender actually receives and collects,whether resulting from the public or private sale of  the Collateral and/or collection or exercise of any  of Lender's rights provided hereunder, shall be applied first to reimburse Lender for its costs  of collecting the same (including, but not limited to, any  attorneys' fees incurred by Lender and Lender's court costs, whether or not there is a lawsuit, including any fees on appeal incurred by Lender in connection with the collection or sale of the Collateral), with the balance being applied  to principal, interest,costs, expenses, attorneys' fees and other fees and charges under the Indebtedness, in such order and with such preferences and priorities as Lender shall determine within its sole discretion.

Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, the Related Documents,or by any other writing, shall be cumulative and may be exercised singularly or concurrently.Election

Exhibit 10.3

COMMERCIAL PLEDGE AGREEMENT

(Continued)

Loan No: 25915746 Page 5

by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies.Nothing under this Agreement or otherw ise shall be construed so as to limit or restrict the rights and remedies available to Lender following an Event of Default, or in any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor and/or against any other co-maker, guarantor, surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness.

PROTECTION OF LENDER'S SECURITY RIGHTS. Grantor agrees  to appear in and to defend all actions or proceedings purporting to  affect Lender's security rights and interests granted  under this Agreement.In the event that Lender elects to defend any such action or proceeding, Grantor agrees to reimburse Lender for Lender's costs associated therewith, including without  limitation, Lender's attorneys' fees,which additional costs and expenses shall be secured by this Agreement.

INDEMNIFICATION OF LENDER. Grantor agrees to indemnity, to defend and to save and hold Lender harmless from any and all claims,suits, obligations,damages, losses, costs, expenses (including without limitation, Lender's reasonable attorneys' fees), demands, liabilities,  penalties, fines and forfeitures of any nature whatsoever which may be asserted against or incurred by Lender, arising out of or in any manner occasioned by this Agreement or the rights and remedies granted to Lender hereunder. The foregoing indemnity provision shall survive the cancellation  of this Agreement as to all matters arising or accruing prior to such cancellation,and the foregoing indemnity provision shall further survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement  following any Event of Default hereunder.

ADDITIONAL OBLIGATIONS OF GRANTOR.  Grantor shall have the follow ing additional obligations under this Agreement :

Additional Collateral. In the event that any of the Collateral should at any time decline in value or become unsatisfactory to Lender for any reason, Grantor agrees to immediately provide Lender with such additional collateral security as may then be acceptable to Lender.

No Sale or Encumbrance. As long as this Agreement remains in effect, Grantor unconditionally agrees not to sell, option, assign, pledge, or create or permit to exist any lien or security interest in or against any of the Collateral in favor of any person other than Lender.

No Settlement or Compromise of Rights. Grantor will not, without the prior written consent of Lender, compromise, settle, adjust or extend payment under any of Grantor's Collateral.

No Consent to Issuance of Additional Stock. Grantor will not, without the prior written approval of Lender, consent to, or approve of, the issuance of any additional shares of any class of capital stock of the issuer(s) of the Stock, or any securities convertible voluntarily by the holder thereof, or automatically upon the occurrence or non-occurrence of any event or condition into, or exchangeable tor,any such shares, or any warrants,options,rights or other commitments entitling any person to purchase or otherwise acquire any such shares.

Additional Security Agreement; Effect. Grantor acknowledges and agrees that Grantor may,from time to time, one or more times, enter into additional security agreements with Lender under which Grantor may undertake to grant to Lender a security interest in the same Collateral. Grantor further acknowledges and agrees that the execution of such additional agreements, including any such agreements now in effect, will not have the effect of cancelling, novating or otherwise modifying this Agreement; it being Grantor's full intent and agreement that all such pledge or security agreements (including this Agreement) shall be cumulative in nature and shall remain in full force and effect until expressly cancelled by Lender under a written cancellation instrument delivered to Grantor.

Additional Documents. Grantor agrees, at any time, from time to time, one or more times, upon written request by Lender, to execute and deliver such further documents and do such further acts and things as Lender may reasonably request, within Lender's sole discretion, to effect the purposes of this Agreement.

Notification of Lender. Grantor will promptly deliver to Lender all written notices,and will promptly give Lender written notice of any other notices received by Grantor with respect to the Collateral.

EFFECT OF WAIVERS.Grantor has waived, and/or does by these presents waive,presentment tor payment, protest, notice of protest and notice of nonpayment under all of the Indebtedness secured by this Agreement.Grantor has further waived,and/or does by these presents waive, all pleas of division and discussion, and all similar rights with regard to the Indebtedness, and agrees that Grantor shall remain liable, together with any and all Guarantors of the Indebtedness, on a "solidary" or "joint and several" basis. Grantor further agrees that discharge or release of any party who is, may, or w ill be liable to Lender under any of the Indebtedness, or the release of the Collateral or any other collateral directly or indirectly securing repayment of the same, shall not have the effect of releasing or otherwise diminishing or reducing the actual or potential liability of Grantor and/or any other party or parties guaranteeing payment of the Indebtedness, who shall remain liable to Lender, and/or remain liable to Lender, and/or of releasing any Collateral or other collateral that is not expressly released by Lender.

Grantor additionally agrees that Lender's acceptance of payments other than in accordance with the terms of any agreement, or agreements governing repayment of the Indebtedness, or Lender's subsequent agreement to extend or modify such repayment terms, shall likewise not have the effect of releasing Grantor, and/or any other party or parties guaranteeing payment of the Indebtedness,from their respective obligations to Lender, and/or of releasing any of the Collateral or other collateral directly or indirectly securing repayment of the Indebtedness. In addition, no course of dealing between Grantor and Lender,nor any failure or delay on the part of Lender to exercise any of the rights and remedies granted to Lender under this Agreement,or under any other agreement or agreements by and between Grantor and Lender, shall have the effect of waiving any of Lender 's rights and remedies. Any partial exercise of any rights and remedies granted to Lender shall furthermore not constitute a waiver of any of Lender's other rights and remedies, it being Grantor's intent and agreement  that Lender's rights and remedies shall be cumulative in nature.Grantor further agrees that, upon the occurrence of any Event of Default under this Agreement, any waiver or forbearance on the part of Lender to pursue the rights and remedies  available to Lender, shall be binding upon Lender only to the extent that Lender specifically agrees to any such waiver or forbearance  in writing. A waiver or forbearance as to one Event of Default shall not constitute a waiver or forbearance as to any other Event of Default. None of the warranties, conditions, provisions and terms contained in this Agreement or any other agreement, document, or instrument now or hereafter executed by Grantor and delivered to Lender, shall be deemed to have been waived by any act or knowledge of Lender, Lender's agents, officers or employees; but only by an instrument in writing specifying such waiver, signed by a duly authorized officer of Lender and delivered to Grantor.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:

Amendments. No amendment, modification, consent or waiver of any provision of this Agreement, and no consent to any departure by Grantor therefrom, shall be effective unless the same shall be in writing signed by a duly authorized officer of Lender, and then shall be effective only as to the specific instance and tor the specific purpose for which given.

Attorneys' Fees; Expenses.  Borrower agrees to pay upon demand, all of Lender's costs and expenses, including Lender's reasonable attorneys' fees in an amount not exceeding 10.00% of the principal balance due on the Loan and Lender's legal expenses, incurred in connection with the enforcement of this Agreement.  Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement.  Costs and expenses include Lender's reasonable attorneys' fees in an amount not exceeding 10.000% of the principal balance due on the Loan and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees in an amount not exceeding 10.000% of the principal balacne due on the Loan and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services.  Borrower also shall pay all court costs and such additional fees as may be directed by the court.

Caption Headings.  Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Louisiana without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Louisiana.

Assignment of Indebtedness; Transfer of Collateral. Grantor hereby recognizes  and agrees that Lender may assign all or any portion of the Indebtedness to one or more third party creditors. Such transfers may include, but are not limited to, sales of participation interests in the Indebtedness. Grantor specifically agrees and consents to all such transfers and assignments and further waives any subsequent notice of such transfers or assignments as may be provided under applicable  Louisiana law. Grantor additionally agrees that any and all of Grantor's

Exhibit 10.3

COMMERCIAL PLEDGE AGREEMENT

(Continued)

Loan No: 25915746 Page 6

other and future, extensions of credit, liabilities and obligations in favor of such a third party assignee will be secured by the Collateral. Grantor further agrees that Lender may transfer all or any portion of the Collateral to such a third party assignee, in which case Lender will be fully released from any and all of Lender's obligations and responsibilities to Grantor with regard to the transferred Collateral. Any third party creditor to whom the Collateral is transferred will acquire all 6f Lender's rights and powers with respect to the transferred Collateral, with Lender retaining all powers and rights with regard to any of the Collateral which is not transferred to another party.

Notices. To give Grantor any notice required under this Agreement, Lender may hand deliver or mail the notice to Grantor at Grantor's last address in Lender's records. If there is more than one Grantor under this Agreement, notice to a single Grantor shall be considered as notice to all Grantors. To give Lender any notice under this Agreement, Grantor (or any Grantor) shall mail the notice to Lender by registered or certified mail at the address specified in this Agreement, or at any other address that Lender may have given to Grantor (or any Grantor) by written notice as provided in this section. All notices required or permitted under this Agreement must be in writing and will be considered as given on the day it is delivered by hand or deposited in the U.S. Mail as provided herein.

Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforceable as if the illegal, invalid or unenforceable provision had never comprised a part of it, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal,invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision,there shall be added automatically as a part of this Agreement, a provision as similar in terms to such illegal,invalid or unenforceable provision as may be possible and legal, valid and enforceable.

Successors and Assigns Bound; Solidary Liability. Subject to any limitations set forth herein on transfer of the Collateral, this Agreement shall be binding upon and inure to the benefit of the parties,and their successors and assigns. In the event that there is more than one Grantor under this Agreement, all of the agreements and obligations made and/or incurred by any Grantor under this Agreeme nt shall be on a "solidary" or "joint and several" basis.

Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall survive the execution and delivery of this Agreement, shall be continuing in nature, and shall survive the termination of this Agreement.

DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require.Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Louisiana Commercial Laws (La. R.S. § § 10:1-101, et seq.) :

Agreement. The word "Agreement" means this Commercial Pledge Agreement, as this Commercial Pledge Agreement may be amended or modified from time to time, together with all exhibits and schedules attached or to be attached to this Commercial Pledge Agreement from time to time.

Borrower. The word "Borrower" means PREMIER FINANCIAL BANCORP, INC. and includes all co-signers and co-makers signing the Note and all their successors and assigns.

Collateral. The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral Description section of this Agreement.

Default. The word "Default" means the Default set forth in this Agreement in the section titled "Default".

Encumbrance. The word "Encumbrance" means individually, collectively and interchangeably any and all presently existing and/or future mortgages, liens, privileges and other contractual and/or statutory security interests and rights, of every nature and kind, whether in admiralty, at law, or in equity, that now and/or in the future may affect the Collateral or any part or parts thereof.

Event of Default.The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement.

Grantor. The word "Grantor" means PREMIER FINANCIAL BANCORP, INC..

Income and Proceeds. The words "Income and Proceeds" mean (1)  any and all of Grantor's present and future options, warrants and rights accruing from, or arising out of, or in any way connected with the Collateral, including without limitation, Grantor's rights to exercise or enforce such options, warrants or rights; (2) any and all of Grantor's present and future rights, title and interest in and to any and all dividends and other distributions, of every type and description, to be paid or payable under, or on account of, or attributable to the Collateral, including without limitation, Grantor's rights to receive and to collect such dividends and other distributions and Grantor's rights to enforce performance, collection and payment thereof; (3) any and all of Grantor's present and future rights, title and interest in and to all interest, income, profits and other benefits and distributions, of every type and description, derived or to be derived from the Collateral, including without limitation, Grantor's rights to receive such interest, income, profits, benefits and other distributions and Grantor 's rights to enforce performance, collection and payment thereof; (4) all general intangibles in any way related to the Collateral; and (5) any and all of Grantor's present and future rights, title and interest in and to any and all proceeds, of every type and description, derived or to be derived from the sale, transfer, assignment or other distribution of the Collateral, including the right to receive such proceeds and Grantor's rights to enforce performance,collection and payment thereof.

Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, in principal,interest,costs, expenses and attorneys' fees and all other fees and charges together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of the Related Documents. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization provision of this Agreement.

Lender. The word "Lender" means FIRST GUARANTY BANK, its successors and assigns, and any subsequent holder or holders of the Note or any interest therein.

Note. The word "Note" means the Note dated August 26, 2015 and executed by PREMIER FINANCIAL BANCORP, INC. in the principal amount of $12,000,000.00, together with all renewals, extensions, modifications, refinancings, consolidations and substitutions of and for the note or credit agreement.

Obligor. The word "Obligor" means without limitation any and all persons obligated to pay money or to perform some other act under the Collateral.

Property. The word "Property " means all of Grantor's right, title and interest in and to all the Property as described in the "Collateral Description" section of this Agreement.

Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.

Rights. The word "Rights" means any and  all of Grantor's additional rights granted and  pledged to Lender as provided under this Agreement.

Stocks. The word "Stocks" means individually, collectively and interchangeably Grantor's stock, and other securities subject to pledge under this Agreement, together with any and all additions thereto, substitutions therefor or replacements thereof.

GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL PLEDGE AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AUGUST 26, 2015.

Exhibit 10.3

COMMERCIAL PLEDGE AGREEMENT

(Continued)

Loan No: 25915746 Page 7

GRANTOR:

PREMIER FINANCIAL BANCORP, INC.

By:  /s/ Robert W. Walker                                                                                                      

     ROBERT W. WALKER, President & CEO of PREMIER FINANCIAL BANCORP, INC.

LENDER:

FIRST GUARANTY BANK

By:  /s/ Randy Vicknair                                                                                             

     Randy Vicknair, Credit Officer