EXECUTIVE EMPLOYMENT AGREEMENT

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     THIS AGREEMENT is made as of the 21st day of December, 2001, between

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Peoples Financial Corp., Inc.. (the "Corporation") and PFC (the

"Bank"), and R.B. Robertson (the "Executive").



     WHEREAS, the Bank is a subsidiary of the Corporation; and



     WHEREAS, any reference to "Corporation" shall mean Corporation or Bank;



     WHEREAS, the Corporation and Bank desire to employ the Executive as

President and Chief Executive Officer under the terms and conditions set forth

herein; and



     WHEREAS, the Executive desires to serve the Corporation and Bank in an

executive capacity under the terms and conditions set forth in this Agreement;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set

forth herein, and intending to be legally bound hereby, the parties agree as

follows:



     1.   TERM OF EMPLOYMENT.

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          (a)  General. The Corporation and Bank hereby shall employ the

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               Executive and the Executive hereby accepts employment with the

               Corporation and Bank for a term of two (2) year(s) beginning on

               January 1, 2002, and ending two years later (the "Employment

               Period"), subject, however, to prior termination of this

               Agreement as set forth below.



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          (b)  At the end of the first Employment Period, this Agreement shall

               renew automatically and the Employment Period shall be modified

               to one year and extended for successive additional periods of one

               year each, unless the Executive or the Corporation and/or Bank,

               at least thirty (30) days before the expiration of first two year

               period or the expiration of any one year extension, pursuant to

               this Section 1(b) gives written notice to the other of intention

               not to renew this Agreement.



     2.   POSITION AND DUTIES. The Executive shall serve as the President and

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          CEO of the Corporation and Bank, reporting only to the Board of

          Directors of the Corporation and Bank and shall have such other powers

          and duties as may from time to time be prescribed by the Board of

          Directors of the Corporation and Bank, provided that such duties are

          consistent with the Executive's position as President and CEO.



     3.   ENGAGEMENT IN OTHER EMPLOYMENT. The Executive will devote his full

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          attention, time and energies to the business of Corporation, Bank and

          any of their subsidiaries or affiliates. The Executive shall neither

          engage in any business or commercial activities, duties or pursuits

          which compete with the business or commercial activities of the

          Corporation, Bank or any of their subsidiaries or affiliates, nor

          serve as a director or officer or in any other capacity in a company

          which competes with the Corporation, Bank or any of their subsidiaries

          or affiliates. The Corporation, the Executive may engage in voluntary

          or philanthropic endeavors.



     4.   COMPENSATION.

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          (a)  Annual Direct Salary. As compensation for services rendered the

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               Corporation and Bank under this Agreement, the Executive shall be

               entitled to receive from the Corporation or Bank an annual direct

               salary of Two Hundred Thirty-Two Thousand, One Hundred

               Seventy-Five Dollars and Ninety-Seven Cents ($232,175.97) per

               year (the "Annual Direct Salary"), payable in substantially equal

               monthly installments (or such other intervals, consistent with

               the Bank's payroll policy), prorated for any partial



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               employment period. The Annual Direct Salary shall be reviewed

               annually, no later than December 31 of the then calendar year and

               shall be subject to such annual change (but not reduced below Two

               Hundred Thirty-Two Thousand One Hundred and Seventy-Five Dollars

               and Ninety-Seven Cents ($232,175.97) without the Executive's

               written consent, except in cases of national financial depression

               or emergency when compensation reduction has been implemented by

               the Board of Directors for the Bank's senior management) as may

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