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Exhibit 10.1
 
 Plan Bank
      Definitions
 (a)
    
    Beneficiary. The person or trust that a Participant designates in writing to
Bank in accordance with Section 5 hereof.(b)
    
    Benefits. See Section 3.(c)
    
    Board. The Board of Directors of The Peoples Bank, Biloxi, Mississippi(d)
    
    Claimant. A Participant or Beneficiary who believes he/she has not received
the Benefits under the Plan to which he/she is entitled to receive.(e)
    
    Change of Control. A change in the ownership or effective control of the
Bank or its parent corporation, Peoples Financial Corporation, or a change
in the ownership of a substantial portion of the assets of the Bank or its
parent corporation, Peoples Financial Corporation, all within the meaning
of Treas. Reg. Section 1.409A-3(i)(5), provided, however, a Shareholder,
as hereinafter defined in Section 1(n) may make the following transfers
and such transfers shall be deemed not to be a Change of Control under
this Section 1.1(e):




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(1)
    
    To any trust, company, or partnership created solely for the benefit of any
Shareholder or any spouse of or any lineal descendant of any Shareholder;(2)
    
    To any individual or entity by bona fide gift;(3)
    
    To any spouse or former spouse of any Shareholder pursuant to the terms of a
decree of divorce;(4)
    
    To any officer or employee of the Company pursuant to any incentive stock
option plan established by the Shareholder;(5)
    
    To any family member of any Shareholder;(6)
    
    After receipt of any necessary regulatory approvals, to any company or
partnership, including, but not limited to, a family limited partnership, a
majority of the stock or interests of which company or partnership are owned by any
of the Shareholder; or(7)
    
    To any existing Shareholder as of the Effective Date.
 (f)
    
    Code. The Internal Revenue Code of 1986, as amended.(g)
    
    Disability or Disabled. The Participant (1) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months; or (2) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months, receiving
income replacement benefits for a period of not less than three (3) months under an
accident and health plan covering employees of the Bank. Medical determination of
Disability may be made by either the Social Security Administration or by the provider of
an accident or health plan covering employees of the Bank provided that the definition of
disability applied under such disability insurance program complies with the
requirements of the preceding sentence. Upon the request of the Board, the Participant
must submit proof of the Social Security Administrations or the providers determination.(h)
    
    Early Retirement Date. The first day of any month coincident with or following the
month in which the Participant completes 10 years of service and attains age 55.(i)
    
    Effective Date. October 1, 2007.(j)
    
    ERISA. The Employee Retirement Insurance Security Act of 1974, as amended.
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(k)
    
    Normal Retirement Date. The first day of the month coincident with or next
following the Participants 65th birthday.(l)
    
    Participant. An employee who has satisfied the eligibility requirements of
Section 2 hereof, who has been designated by the Board to be a participant
in the Plan, and who has not otherwise forfeited his/her Benefit under the
terms hereof.(m)
    
    Separation From Service or Separates From Service. A cessation of services
rendered by the Participant to the Bank within the meaning of Treas. Reg. Section
1.409A-1(h).(n)
    
    Shareholder. The existing owners of all issued and outstanding stock of the
Bank or Peoples Financial Corporation as of the Effective Date.(o)
    
    Specified Employee. A Participant who is described in Treas. Reg. Section
1.409A-1(i).
 Eligibility
 (a)
    
    is currently employed by the Bank;(b)
    
    is a Vice President or higher level officer of the Bank; and(c)
    
    has been employed with the Bank for at least one year.
  Benefits
 Entitlement to and Payment of Benefits
 (a)
    
    In General. A Participant shall be entitled to his/her Benefits upon his/her
Separation from Service:
 (1)
    
    following the Participants Normal Retirement Date; or(2)
    
    following the Participants Early Retirement Date.




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(b)
    
    Death Benefits.
 (1)
    
    Death After Commencement. If Participant dies before all of the
Benefits under this Plan are paid to him/her, the unpaid balance will be
paid to the Participants Beneficiary in the same manner as if the
Participant had lived.(2)
    
    After Retirement Age but Before Separation. If a Participant who has reached
his/her Early Retirement Date or Normal Retirement Date dies prior to Separation
from Service with the Bank, his/her Beneficiary shall be entitled to the same
Benefits that the Participant would have been entitled to under this Plan, with the
payments commencing as of the first day of the second month following the death of
the Participant, with the remaining nine installments being made on the
anniversaries of the first installment.(3)
    
    Death Before Retirement Age. If a Participant dies prior to his/her
Early Retirement Date or Normal Retirement Date, his/her Beneficiary shall
be entitled to the Participants Benefits, with payments commencing as of
the first day of the second month following the death of the Participant,
with the remaining nine installments being made on the anniversaries of the
first installment.
 (c)
    
    Disability Benefits. A Participant who suffers a Disability shall be entitled to
his/her Benefits commencing as of the first day of the month following the month in which
the Participant is determined to be Disabled, with the remaining nine installments being
made on the anniversaries of the first installment.(d)
    
    Other Separations. In the event a Participant Separates From Service before the Early
or Normal Retirement Date, Death or Disability, he/she shall be entitled to no Benefits
hereunder.(e)
    
    No Duplication of Benefits. Subject to the forfeiture provisions as provided herein,
the maximum amount of Benefits to which a Participant and his/her Beneficiary shall be
entitled shall be the amount described in Section 3 hereof. Once a Participant and/or his
Beneficiary shall become entitled to a benefit under a particular provision hereof, he/she
shall not later become entitled to Benefits under a different provision, it being the
intention of the Bank that there shall be no duplication of benefits hereunder.
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(f)
    
    Restriction on Distributions to Specified Employees. Notwithstanding any
provision of this Plan to the contrary, if any Participant is considered a
Specified Employee at Separation from Service, no Benefit distributions to such
Participant shall be made during the first six (6) months following Separation
from Service. Any distribution otherwise payable to such Participant shall be
accumulated and paid to the Participant in a single sum on the first day of the
seventh month following Separation from Service and all other distributions shall
be made in the manner specified.(g)
    
    Withholdings From Payments. All payments to be made to a Participant or a
Beneficiary shall be subject to all customary tax withholdings applicable to
payments of this type.(h)
    
    No Suspension Upon Re-employment. Once Benefit payments commence hereunder,
such payments shall continue to be made notwithstanding the re-employment of the
Participant by the Bank except as provided in Section 6 hereof.
 Designated Beneficiary
 Forfeiture
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(a)
    
    conduct which results in the termination of Participants employment with the
Bank for cause (as defined in 11 (c) below);(b)
    
    failure to devote all of Participants time, attention, skill and efforts to
the performance of his/her duties for the Bank; or(c)
    
    for a period of time beginning on the date Participant leaves the Banks
employ and continuing for a period of three (3) years from and after the date of
termination, for any of the following reasons:
 (1)
    
    Participant becomes engaged in the banking business (or in any
business in which the Bank or any of its affiliated companies is engaged)
in any capacity for any entity or person (including, but not limited to
banks), or Participant permits his name to be used in connection with any
such business that is doing business within the counties of Harrison,
Hancock, Jackson and Stone Counties, Mississippi;(2)
    
    Participant, directly or indirectly, for himself or for another, in
any manner whatsoever, procures, solicits, accepts or aids another in the
procurement, solicitation or acceptance of banking business or any
business in which the Bank or any of its affiliated companies are engaged,
or any person, firm, corporation, association or entity which was at the
time of the Participants termination of employment with the Bank, either
doing business with the Bank or any of its affiliated companies or being
quoted or actively solicited as a business prospect by the Bank or its
affiliated companies; or(3)
    
    Participant, directly or indirectly (a) induces, solicits or
encourages any employee of the Bank or its affiliated companies, or any
other persons associated with representation of the Bank or any of its
affiliated companies, to leave the employment of the Bank or any of its
affiliated companies, or (b) employs any employee of the Bank or its
affiliated companies.
 No Employment Contract
 Funding
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No Trust
 Spendthrift Provision
 Change in Control
 (a)
    
    General Rule. Unless this Plan is terminated by the transferee, purchaser, or
successor entity in accordance with the requirements of Section 409A within one
hundred and twenty days (120) following a Change of Control, no Participant shall
be entitled to a distribution from the Plan as a result of such Change of Control.(b)
    
    Termination. If this Plan is terminated by the transferee, purchaser or
successor entity within such one hundred and twenty (120) days, then upon a Change
in Control each Participant employed on the Change of Control date shall become
entitled to the benefit described in this Section 11 in lieu of any other benefit
under this Plan. Such benefit shall be calculated by determining the present
value of his/her Benefits hereunder using a discount rate of seven and one-half
percent (7.5%). The amount so determined shall be paid in a lump sum to each
Participant within one hundred eighty (180) days of the Change of Control date.
Any termination of the Plan following a Change of Control shall be made in a
manner consistent with the requirements of Section 409A.(c)
    
    Involuntary Separations. Notwithstanding the preceding, in the event that a
Participant is involuntarily terminated within 180 days of a Change of Control,
such Participant shall be entitled to the same benefit as if the Plan had been
terminated, as described above in this Section 11. For this purpose a Participant
shall be considered as involuntarily terminated if his/her employment is
terminated by the Bank for reasons other than
cause (as defined herein). For the purposes of this Agreement, cause shall
mean conviction in a court of competent jurisdiction of a felony; or fraud,
dishonesty, or embezzlement. Also, any willful violation of any law or willful
violation of a significant Bank policy committed in connection with the
Executives employment, with either resulting in an adverse effect on the Bank.
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Amendment
 Severability
 Administration
 Claims and Review Procedure
 (a)
    
    Claims Procedure.
 (1)
    
    Initiation. A Claimant initiates a claim by submitting to the Board a
written claim for the benefits.(2)
    
    Timing of Response. The Board shall respond to such Claimant within 90
days after receiving the claim. If the Board determines that special
circumstances require additional time for processing the claim, the Board
can extend the response period by an additional 90 days by notifying the
Claimant in writing, prior to the end of the initial 90-day period, that
an additional period is required. The notice of extension must set forth
the special circumstances and the date by which the Board expects to
render its decision.(3)
    
    Notice of Decision. If the Board denies part or all of the claim, the
Board shall notify the Claimant in writing of such denial. The
Board shall write the notification in a manner
calculated to be understood by the Claimant. The notification
shall set forth:
 (A)
    
    The specific reasons for the denial;
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(B)
    
    A reference to the specific provisions of the Plan on which the denial
is based;(C)
    
    A description of any additional information or material necessary for
the Claimant to perfect the claim and an explanation of why it is needed;(D)
    
    An explanation of the Plans review procedures and the time limits
applicable to such procedures; and(E)
    
    A statement of the Claimants right to bring a civil action under ERISA
Section 502(a) following an adverse benefit determination on review.
 (b)
    
    Review Procedure. If the Board denies part or all of the claim, a Claimant shall have
the opportunity for a full and fair review by the Board of the denial, as follows:
 (1)
    
    Initiation. To initiate the review, the Claimant, within 60 days after
receiving the Boards notice of denial, must file with the Board a written request
for review.(2)
    
    Additional Submissions and Access to Information. The Claimant shall then have
the opportunity to submit written comments, documents, records and other
information relating to the claim. The Board shall also provide the Claimant, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant (as defined in applicable ERISA regulations)
to the Claimants claim for benefits.(3)
    
    Considerations on Review. In considering the review, the Board shall take into
account all materials and information the Claimant submits relating to the claim,
without regard to whether such information was submitted or considered in the
initial benefit determination.(4)
    
    Timing of Response. The Board shall respond in writing to such Claimant within
60 days after receiving the request for review. If the Board determines that
special circumstances require additional time for processing the claim, the Board
can extend the response period by an additional 60 days by notifying the Claimant
in writing, prior to the end of the initial 60-day period, that an additional
period is required. The notice of extension must set forth the special
circumstances and the date by which the Board expects to render its decision.(5)
    
    Notice of Decision. The Board shall notify the Claimant in writing of its
decision on review. The Board shall write the notification in
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(A)
    
    The specific reasons for the denial;(B)
    
    A reference to the specific provisions of the Plan on which
the denial is based;(C)
    
    A statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant (as defined
in applicable ERISA regulations) to the Claimants claim for
benefits; and(D)
    
    A statement of the Claimants right to bring a civil action
under ERISA Section 502(a).
 Disclosure
 Incapacity of Recipient
 Unclaimed Benefit
 Limitations on Liability
 No Salary or Compensation
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Governing Law
 Construction and Compliance with Section 409A
 Transition Rule for 2007
  THE PEOPLES BANK, BILOXI, MISSISSIPPIBy:CHEVIS C. SWETMAN Title: PRESIDENT &
CEO   11




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Primary Beneficiary
  Full Name:
    
    
    
    
    
    Relationship:Address (No., Street,
City, State, Zip Code):SS#:
    
    
    
    Date of Birth:
    
    
    
    % of Benefits:Full Name:
    
    
    
    
    
    Relationship:Address (No., Street, City, State, Zip Code):SS#:
    
    
    
    Date of Birth:
    
    
    
    % of Benefits:Full Name:
    
    
    
    
    
    Relationship:Address (No., Street, City, State, Zip Code):SS#:
    
    
    
    Date of Birth:
    
    
    
    % of Benefits:




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Contingent Beneficiary
  Full Name:
    
    
    
    Relationship:Address (No., Street, City, State, Zip Code):SS#:
    
    
    
    Date of Birth:
    
    
    
    % of Benefits:Full Name:
    
    
    
    Relationship:Address (No., Street, City, State, Zip Code):SS#:
    
    
    
    Date of Birth:
    
    
    
    % of Benefits:
    
    
    
    
    
    
    
    
Full Name:
    
    
    
    Relationship:Address (No., Street, City, State, Zip Code):SS#:
    
    
    
    Date of Birth:
    
    
    
    % of Benefits:
    Signature of Witness
    
    Date
    
    Signature of Participant
    
    Date
 2