PEOPLES-SIDNEY FINANCIAL CORPORATION
                                  EXHIBIT 99.1

                                   CHARTER FOR
                THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
                     OF PEOPLES-SIDNEY FINANCIAL CORPORATION

      1.    PURPOSE. The Committee is intended to provide a forum for
            independent Directors to address issues of corporate governance to
            ensure that the board is appropriately constituted and conducts its
            affairs in a manner that will best serve the interests of the
            Company and its stockholders.

      2.    ORGANIZATION. The Committee shall consist of at least two
            independent Directors. The committee chair shall be elected by and
            from the Committee. The Committee shall meet at least twice each
            year.

      3.    PRINCIPAL RESPONSIBILITIES. The principal responsibilities of the
            Committee shall be as follows:

General

      o     Periodically review and recommend to the Board any appropriate
            modifications to the Company's Corporate Governance Policy.

      o     Periodically review and recommend to the Board any appropriate
            changes to the process for evaluation of the CEO and to oversee the
            Board's self-assessment process.

      o     Evaluate candidates for the positions of CEO and Chairman as
            appropriate.

      o     In carrying out its duties, the Committee will confer with and
            solicit the views of the Chairman and the CEO.

Board Composition and Membership

      o     Establish criteria for the selection of new directors and nominees
            for vacancies on the Board. At a minimum, such nominees should be
            less than 60 years old, able to read and understand basic financial
            statements, have business experience, exhibit high moral character
            and hold at least 100 shares of the Company's common stock. The
            Committee shall look for nominees who:

                  >>    meet the Company's strategic needs and will be most
                        effective in meeting the long term interests of the
                        Company and its stockholders;

                  >>    have an understanding of the regulatory and policy
                        environment in which the Company operates; and

                  >>    have diverse experience in the key business, financial
                        and other challenges that face the Company.

                  >>    Identify and evaluate the qualifications, skills and
                        other attributes of prospective nominees for the Board,
                        including those individuals properly nominated by
                        stockholders.


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                      PEOPLES-SIDNEY FINANCIAL CORPORATION

                  >>    Recommend to the Board a slate of potential nominees to
                        be proposed at the Company's annual meeting of
                        stockholders, including the nomination of incumbent
                        directors for re-election, as appropriate.

                  >>    Evaluate the performance of any Director whose term is
                        expiring and whether such Director should be invited to
                        stand for reelection.

                  >>    Consider and recommend to the Board the appropriate size
                        of the Board and retirement and other tenure policies
                        for Directors.

                  >>    Reassess annually the composition, challenges and needs
                        of the Board as whole, both in connection with
                        recommending candidates for election to the Board and in
                        analyzing the composition of the Board committees. The
                        assessment of the overall composition of the Board
                        considers issues of judgment, diversity in skills,
                        background, and experience.

                  >>    Review the tendered resignation of a Director for reason
                        of change of employment or other circumstances and make
                        a recommendation regarding his or her suitability for
                        remaining on the board.

                  >>    Review and determine the philosophy underlying the
                        Director's compensation and be informed regarding the
                        Compensation Committee's actions in approving executive
                        compensation to maintain alignment between stockholder
                        interest, management and the Board's role to ensure that
                        alignment. The Committee shall conduct a thorough
                        analysis of director compensation and stock ownership at
                        least every three years and make a recommendation to the
                        Board for any adjustments deemed appropriate.


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