Peoples Financial Corporation

Nominating Committee Charter

Mission

The Nominating Committee is charged with the responsibility of nominating qualified candidates to stand for election to the board of directors of Peoples Financial Corporation (the “Company”).

Membership

The Committee shall be composed of the Vice Chairman of the Board of the Company and two other directors of the Company. All members of the Committee shall be independent, as defined in the pertinent SEC and NASDAQ regulations.

Nomination Process

In accordance with the bylaws of the Company, the Committee will determine, subject to the Company’s by-laws, the size of the Board and will develop a slate of nominees to stand for election at the annual meeting of shareholders. In developing the slate, the Committee will consider the qualifications set forth in this charter. Minutes of all Committee meetings will be maintained. The Committee shall report its recommendations regarding the slate of nominees to the Board for their ratification. Once the slate is ratified, the Board will instruct the President of the Company to take such actions as are required to distribute proxy materials to the shareholders in accordance with the Company’s bylaws and applicable regulatory requirements.

Nominations by Shareholders

The Committee does not have a policy for considering candidates recommended by shareholders. However, in accordance with the Company’s by-laws shareholders may make nominations for election to the Board by delivering written nominations to the Company’s President not less than 14 days nor more than 50 days prior to the meeting when the election is to be held. If the Company does not give at least 21 days notice of the meeting, shareholders are allowed to make nominations by mailing or delivering same to the President not later than the close of business on the seventh day following the day on which the notice of meeting is mailed. Nominations not made in accordance with the by-laws may be disregarded by the Chairman of the meeting.

Shareholder nominations shall include

1. the name, age, business address and residence address of the nominee,
2. the principal occupation or employment of the nominee,
3. the number of shares of the Company’s common stock which are beneficially owned by the nominee,
4. written consent from thepotential nominee
5. other information relating to the nominee that my be required under federal law and regulations governing such interests.

The written notice shall also include the

1. name and address of the shareholder making the nomination, and
2. the number of shares of the Company’s common stock which are beneficially owned by the shareholder.

Qualifications

The Company intends to seek nominees who have an understanding of the Company’s role in the local economy and who have demonstrated integrity and good business judgment. The Committee is encouraged to consider geographic and demographic diversity among candidates with financial, regulatory and/or business experience, but not so as to compromise the goal of attracting the most qualified individuals candidates.

Other Matters

This Charter shall be posted on the Company’