DIRECTORS DEFERRED INCOME AGREEMENTS

Deferred Unit Award Agreement

You are currently viewing:

This Deferred Unit Award Agreement involves

PEOPLES BANK OF BILOXI, | LYLE M. PAGE

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: DIRECTORS DEFERRED INCOME AGREEMENTS
Governing Law: Mississippi Date: 3/26/2004
Industry: BANKRG

Search Deferred Unit Award Agreement by:

<PAGE>

EXHIBIT 10.2

DIRECTORS DEFERRED INCOME AGREEMENT

This Agreement is entered into on this the ______________ day

of __________________, 19 ___________, by and between PEOPLES BANK OF BILOXI,

BILOXI, MISSISSIPPI, hereinafter called the "Bank", and LYLE M. PAGE,

hereinafter called the "Director".

WITNESSETH:

WHEREAS, the Bank recognizes that the competent and faithful efforts of

the Director on behalf of the Bank have contributed significantly to the success

and growth of the Bank; and

WHEREAS, the Bank values the efforts, abilities and accomplishments of

the Director and recognizes the Director's services will substantially

contribute to the continued growth and profits in the future; and

WHEREAS, the Bank desires to compensate the Director and retain the

services of the Director for five years if re-elected to serve on the Board of

Directors; and

WHEREAS, the Director, in consideration of the foregoing, agrees to

continue to serve as a Director, if re-elected; and

WHEREAS, the Director has agreed to defer receipt of fees to be earned

in the future.

<PAGE>

NOW, THEREFORE, it is mutually agreed as follows:

1. DEFINITIONS

For the purposes of this Agreement, whenever the context so indicates,

the singular or plural number and the masculine, feminine, or neuter gender

shall be deemed to include the other, the terms, "he," "his," and "him," shall

refer to the Officer, and the capitalized terms shall have the following

meanings:

Beneficiary: The person or persons the Director has designated in

writing to the Bank; if none, then the Director's

Spouse, if living; if none, then the Children of the

Director; if none, then the Estate of the Director.

Children: The Director's children, both natural and adopted,

then living at the time payments are due the Children

under this Agreement.

Deferred

Compensation

Benefit: The benefit provided to the Director at his

Retirement Age, provided he has satisfied the

conditions and terms of this Agreement, as calculated

in paragraph 5.

Estate: Means the Estate of the Director. The benefits

remaining, if any, after death of the Director, the

Director's designated Beneficiaries, Spouse, and

Children shall be paid to the Estate of the Director.

Spouse: The individual to whom the Director is legally

married at the time of the Director's death.

<PAGE>

2. DEFERRAL OF FEES

The Director has elected to defer receipt of Five Thousand Five Hundred

and 00/100 Dollars ($5,500.00) annually of Director's fees to be earned during

the five year period which commenced with the execution of the Election to

Participate Form (a copy of which is attached hereto), said form to be filed

with the Secretary of the Board. Any increase in Director's fees payable to the

Directors of the Bank due to an increase in the fee structure shall be covered

by the above mentioned election unless the Director directs the Secretary in

writing within 10 days after notification of the increase and prior to the right

to receive the additional fees that such additional fees are not to be deferred.

If Director fees are increased or decreased during the deferral period, the

compensation payable under paragraph (3) and (4) shall be determined by

reference to the Adjustment Schedule held by the Secretary and adopted by the

Board of Directors and evidenced by an addendum to this Agreement.

3. COMPENSATION

The Bank agrees to pay to the Director, if living, and if not, then to

the designated Beneficiary(ies) as recorded with the Secretary of the Bank, the

total sum of One Hundred Seventeen Thousand Nine Hundred Twenty and 40/100

Dollars ($117,920.40) payable in monthly installments of Nine Hundred Eighty-two

and 67/100 Dollars ($982.67) for one hundred twenty consecutive months,

commencing on the first day of the month following the completion of the five

year deferral or the Director's attainment of age 65 whichever occurs last, or

upon Director's death if such shall occur first. However, said amounts shall be

adjusted as provided by the provisions of paragraph 5 as required therein.

<PAGE>

4. DEATH OF DIRECTOR AFTER BEGINNING OF PAYMENTS

If the Director dies after the beginning of monthly payments, but prior

to receiving the full one hundred twenty monthly installments, the remaining

monthly installments will be paid to the Director's designated Beneficiary(ies).

The Beneficiary(ies) shall receive all remaining monthly installments which the

Director would have received until the total sum set forth in paragraph 3 is

paid.

5. BENEFIT REDUCTION CLAUSE

If the Director shall terminate service on the Board during the five

year deferral period, the benefits provided under this Agreement will be reduced

prorata by the amount of time remaining in the five year period.

6. STATUS OF AGREEMENT

This Agreement does not constitute a contract of employment between the

parties, nor shall any provision of this Agreement restrict the right of the

Bank's Shareholders to replace the Director or the right of the Director to

terminate service on the Board.

7. BINDING EFFECT

This Agreement shall be binding upon the parties hereto and upon the

successors and assigns of the Bank, and upon the heirs and legal representatives

of the Director.

8. BENEFICIARY DESIGNATION

For purposes of this Agreement, the Director shall designate primary

and contingent Beneficiary(ies) on forms furnished by the Bank (a copy is

attached hereto). Such Director may then from time to time change the designated

Beneficiary(ies) by written notice to the Bank and upon such change, the rights

of all previously designated Beneficiary(ies) to receive any benefits under this

Agreement shall cease. If, at the date of death of the Director, no duly

designated

<PAGE>

Beneficiary(ies) exists, or if the Beneficiary(ies) designated shall have died

prior to the death of the Director, or if the Director has revoked a prior

designation by a writing filed with the Bank without having filed a new

designation, then any death benefits which would have been payable to the

Beneficiary(ies) shall be payable to the Director's Spouse, if any; if none, to

the Director's surviving Children, share and share alike; or if non survive,

then to the Director's Estate.

9. INCOMPETENCY

If the Bank shall find that any person to whom any payment is payable

under this Agreement is unable to care for their affairs because of illness or

accident, or is a minor, any payment due (unless a prior claim therefore shall

have been made by a duly appointed guardian, committee or other legal

representative) may be paid to the spouse, a child, a parent, a brother or

sister, or a custodian determined pursuant to the Uniform Gift to Minors Act, or

to any person deemed by the Bank to have incurred expense for such person

otherwise entitled to payment, in such manner and proportions as the Bank may

determine. Any such payment shall be a complete discharge of the liabilities of

the Bank under this Agreement.

10. ASSIGNMENT OF RIGHTS

None of the rights to compensation under this Agreement are assignable

by the Director or any Beneficiary(ies) or designee of the Director, and any

attempt to anticipate, sell, transfer, assign, pledge, encumber, or change the

Director's right to receive Compensation shall be void.

<PAGE>

11. FUNDING

The Bank's obligations under this Agreement shall be an unfunded and

unsecured promise to pay. The Bank shall not be obligated under any

circumstances to fund or otherwise secure its obligations under this Agreement.

Under no circumstances will the Bank, without the consent of the Director, cause

this Agreement to be directly funded in whole or part through escrow, trust, or

otherwise such as to create a pre-retirement or post-retirement taxable event to

the Director or an annual post-death taxable event to his beneficiary through

direct annual or monthly payments to the Director of his beneficiary as provided

in paragraph 3.

12. DIRECTOR RIGHTS

The rights of the Director, any designated Beneficiary(ies) of the

Director, or any other person claiming through the Director under this

Agreement, shall be solely those of an unsecured general creditor of the Bank.

The Director, a designated Beneficiary(ies) of the Director, or any other person

claiming through the Director shall only have the right to receive from the Bank

those payments as specified under this Agreement.

13. ASSETS

It is agreed that the Director, the Director's designated

Beneficiary(ies), or any other person claiming through the Director shall have

no rights or interests whatsoever in any asset of the Bank in connection with

the liabilities the Bank has assumed under this Agreement, or otherwise. Any

asset used or acquired by the Bank in connection with the liabilities it has

assumed under this Agreement shall not be deemed to be held under any trust for

the benefit of the Director or the Director's designated Beneficiary(ies), nor

<PAGE>

shall it be considered security for the performance of the obligations of the

Bank, and it shall be, and remain, a general, unpledged, and unrestricted asset

of the Bank.

14. AMENDMENT

During the lifetime of the Director and prior to retirement, this

Agreement may be amended or revoked at any time, in whole or in part, by the

mutual written agreement of the Bank and the Director.

15. LAW GOVERNING

This Agreement shall be governed by the laws of the State of

Mississippi.

16. SEVERABILITY

In the event that any of the provisions of this Agreement or portion

thereof, are held to be inoperative or invalid by any court of competent

jurisdiction, then: (1) insofar as is reasonable, effect will be given to the

intent manifested in the provision held invalid or inoperative, and (2) the

validity and enforceability of the remaining provisions will not be affected

thereby.

17. SUICIDE

Notwithstanding anything to the contrary in this Agreement, the

benefits otherwise provided herein shall not be payable if the Director's death

results from suicide, whether sane or insane, within two years after the

execution of this Agreement. If the Director dies during this two year period

due to suicide, the fees deferred will be paid to the Director's designated

Beneficiary(ies) in a single payment. Payment is to be made within thirty days

after the Director's death is declared a suicide by competent legal authority.

<PAGE>

Credit shall be given to the Bank for payments made prior to determination of

suicide.

18. PERIOD OF ECONOMIC HARDSHIP

If, in any year, payments made under this Agreement would, in the sole

judgment of the Board of Directors, create economic hardship for the Bank's

depositors, the Board of Directors has full authority to postpone such payments.

19. EXECUTION OF AGREEMENT

This Agreement shall be executed in triplicate, each copy of which,

when so executed and delivered, shall be an original, but all three copies shall

together constitute one and the same instrument.

In witness hereof, the parties have signed this Agreement the day and

year written here below.

________________________ ________________________________

Date LYLE M. PAGE

PEOPLES BANK OF BILOXI

BILOXI, MISSISSIPPI

________________________ ________________________________

Date Title

<PAGE>

THE PEOPLES BANK, BILOXI, MISSISSIPPI

BILOXI, MISSISSIPPI

DIRECTORS DEFERRED INCOME AGREEMENT

This Agreement is effective on the 1st day of January, 1991, by and

between THE PEOPLES BANK, BILOXI, MISSISSIPPI Biloxi, Mississippi (the "Bank")

and LYLE M. PAGE (the "Director").

WITNESSETH:

WHEREAS, the Bank recognizes that the competent and faithful efforts of

the Director on behalf of the Bank have contributed significantly to the success

and growth of the Bank;

WHEREAS, the Bank values the efforts, abilities and accomplishments of

the Director and recognizes the Director's services will substantially

contribute to the continued growth and profits in the future;

WHEREAS, the Bank desires to compensate the Director and retain the

services of the Director if re-elected to serve on the Board of Directors;

WHEREAS, the Director, in consideration of the foregoing, agrees to

continue to serve as a Director, if re-elected; and

WHEREAS, the Director has agreed to defer receipt of fees to be earned

in the future.

<PAGE>

NOW, THEREFORE, it is mutually agreed as follows:

ARTICLE 1. DEFINITIONS

For the purposes of this Agreement, whenever the context so indicates,

the capitalized terms shall have the following meanings:

Beneficiary: The person or persons designated by the Director who

may become entitled to receive the Compensation

payable under Article 3 and Article 4 of this

Agreement (See Article 8).

Deferral Period: The sixty (60) month period which commenced on the

date shown on the Addendum to this AGREEMENT. An

Election to Participate Form signed by the Director

is included and made a part of this Agreement.

ARTICLE 2. DEFERRAL OF FEES

The Director has elected to defer receipt of Director's fees to be

earned during the Deferral Period. Once the Director has executed the Election

to Participate Form, a subsequent increase in the Director's fees payable due to

an increase in the fee structure shall also be deferred under the provisions of

this Agreement, unless the Director directs the Secretary in writing within 10

days after notification of the increase and prior to the right to receive the

additional fees that such additional fees are not to be deferred. If Director

fees are increased or decreased during the Deferral Period, the Compensation

payable under Article 3 and Article 4 shall be actuarially determined and

evidenced by the Addendum to this Agreement.

ARTICLE 3. COMPENSATION

The Bank agrees to pay Director, if living, and if not, then to the

designated Beneficiary, the Annual Compensation as

<PAGE>

shown in the Addendum to this Agreement. Annual Compensation is to be paid in

monthly payments, for a total of one hundred twenty (120) consecutive payments,

commencing on the first business day of the month following the date upon which

the Director attains the age of 65, or upon Director's death if such shall occur

before the payments have commenced. The payments may be accelerated or paid in a

lump sum at the request of the Director and subject to the Board's discretion.

Accelerated payments are to be actuarially determined to be of substantially the

same value as payments made under the terms of this Article using the current

Pension Benefit Guaranty Corporation interest rate for valuing immediate

annuities. However, in any event, Compensation payable under this Article 3 and

the Addendum to this Agreement shall be adjusted as provided by the provisions

of Article 5.

ARTICLE 4. DEATH OF DIRECTOR AFTER BEGINNING OF PAYMENTS

If the Director dies after the beginning of payments, but prior to

receiving the full one hundred twenty (120) payments, the Bank shall continue to

pay such payments to the Director's Beneficiary until the total number of

payments made to the Director and the Beneficiary equal one hundred twenty

(120).

ARTICLE 5. BENEFIT REDUCTION CLAUSE

If the Director shall terminate service on the Board

during the Deferral Period, the Compensation provided under this Agreement will

be reduced pro rata by the amount of time remaining in the Deferral Period.

ARTICLE 6. STATUS OF AGREEMENT

This Agreement does not constitute a contract of employment between the

parties, nor shall any provision of

<PAGE>

this Agreement restrict the right of the Bank's shareholders to replace the

Director or the right of the Director to terminate service on the Board.

ARTICLE 7. BINDING EFFECT

This Agreement shall be binding upon and inure to the benefit of the

parties hereto and upon the successors and assigns of the Bank, and upon the

heirs and legal representatives of the Director.

ARTICLE 8. BENEFICIARY DESIGNATION

While covered under this Agreement, the Director may from time to time

designate, in writing, any person or entity, contingently or successively to

whom the Bank shall pay the Director's compensation in the event of the

Director's death. If the Director fails to designate a Beneficiary or if the

Beneficiary predeceases the Director, then benefits are payable to the

Director's estate. If the Beneficiary dies before complete distribution of the

Director's benefits, then the Bank shall pay the Director's Compensation to the

Beneficiary's estate.

ARTICLE 9. INCOMPETENCY

If the Bank shall find that any person to whom any payment is payable

under this Agreement is unable to care for his or her affairs because of illness

or accident, or is a minor, any payment due (unless a prior claim therefore

shall have been made by a duly appointed guardian, committee or other legal

representative) may be paid to the spouse, a child, a parent, a brother or

sister, or a custodian determined pursuant to the Uniform Gift to Minors Act, or

to any person deemed by the Bank to have incurred expense for

<PAGE>

such person otherwise entitled to payment, in such manner and proportions as the

Bank may determine. Any such payment shall be a complete discharge of the

liabilities of the Bank under this Agreement.

ARTICLE 10. ASSIGNMENT OF RIGHTS

None of the rights to Compensation under this Agreement are assignable

by the Director or any Beneficiary or designee of the Director, and any attempt

to anticipate, sell, transfer, assign, pledge, encumber, or change the

Director's right to receive Compensation shall be void.

ARTICLE 11. NAMED FIDUCIARY

(a) The Bank is hereby designated as the Named Fiduciary under

this Agreement. The Named Fiduciary shall have authority to control and

manage the operation and administration of this Agreement, and it shall be

responsible for establishing and carrying out a funding policy and method

consistent with the objectives of this Agreement.

(b) The Bank shall make all determinations as to rights to

benefits under this Agreement. Any decision by the Bank denying a claim

made by the Director or by a Beneficiary for benefits under this Agreement

shall be stated in writing and delivered or mailed to the Director or such

Beneficiary. Such statement shall set forth the specific reasons for the

denial, written to the best of the Bank's ability in a manner that may be

understood without legal or actuarial counsel. In addition, the Bank shall

afford a reasonable opportunity to the Director or the Beneficiary for a

full and fair review of the decision denying such claim.

<PAGE>

shall have full power and authority to interpret, construe and administer

this Agreement. No member of the Board of Directors of the Bank shall, in

any event, be liable to any person for any action taken or omitted in

connection with the interpretation, construction or administration of this

Agreement, so long as such action or omission to act be made in good faith.

In no event, however, shall the provisions of Article 12 or any other

provisions in this Agreement prevent the Director from seeking legal

recourse for any claim under this Agreement.

ARTICLE 12. FUNDING

The Bank's obligations under this Agreement shall be an unfunded and

unsecured promise to pay. The Bank shall not be obligated under any

circumstances to fund or otherwise secure its obligations under this Agreement.

Under no circumstances will the Bank, without the consent of the Director, cause

this Agreement to be directly funded in whole or part through escrow, trust, or

otherwise such as to create a taxable event to the Director or the Director's

Beneficiary.

ARTICLE 13. DIRECTOR RIGHTS

The rights of the Director, any designated Beneficiary of the Director,

or any other person claiming through the Director under this agreement, shall be

solely those of an unsecured general creditor of the Bank. The Director, a

designated Beneficiary of the Director, or any other person claiming through the

Director shall only have the right to receive from the Bank those payments as

specified under this Agreement.

<PAGE>

ARTICLE 14. ASSETS

The Director, the Director's designated Beneficiary, or any other

person claiming through the Director shall have no rights or interests

whatsoever in any asset of the Bank in connection with the liabilities the Bank

has assumed under this Agreement, or otherwise. Any asset used or acquired by

the Bank in connection with the liabilities it has assumed under this Agreement

shall not be deemed to be held in trust for the benefit of the Director or the

Director's designated Beneficiary, nor shall it be considered security for the

performance of the obligations of the Bank, and it shall be, and remain, a

general, unpledged, and unrestricted asset of the Bank.

ARTICLE 15. AMENDMENT

During the lifetime of the Director and prior to retirement, this

Agreement may be amended or revoked at any time, in whole or part, by the mutual

written agreement of the Bank and the Director.

ARTICLE 16. LAW GOVERNING

This Agreement shall be governed by the laws of the State of

Mississippi.

ARTICLE 17. SEVERABILITY

In the event that any of the provisions of this Agreement or portion

thereof, are held to be inoperative or invalid by any court of competent

jurisdiction, then (1) insofar as is reasonable, effect will be given to the

intent manifested in the provision held invalid or inoperative, and (2) the

validity and enforceability of the remaining provisions will not be affected

thereby.

<PAGE>

ARTICLE 18. SUICIDE

Notwithstanding anything to the contrary in this Agreement, the

benefits otherwise provided herein shall not be payable if the Director's death

results from suicide, whether sane or insane, within two years after the

execution of this Agreement. If the Director dies during this two year period

due to suicide, the fees deferred will be paid to the Director's designated

Beneficiary in a single payment. Payment is to be made within thirty days after

the Director's death is declared a suicide by competent legal authority. Credit

shall be given to the Bank for payments made prior to determination of suicide.

ARTICLE 19. PERIOD OF ECONOMIC HARDSHIP

If, in any year, payments made under this Agreement would, in the sole

judgment of the Board of Directors, create economic hardship for the Bank's

depositors, the Board of Directors has full authority to postpone such payments.

However, upon such postponement, the Bank will increase the total sum payable to

the Director or the Director's Beneficiaries under this Agreement by an

actuarially determined amount.

ARTICLE 20. PRIOR AGREEMENTS

This Agreement sets forth the entire understanding of the parties

hereto with respect to the transactions contemplated hereby, and any previous

agreements or understandings between the parties hereto regarding the subject

matter hereof are merged into and superseded by this Agreement.

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement each

acknowledging a receipt of the fully signed original.

___________________________ __________________________________________

Date LYLE M. PAGE

THE PEOPLES BANK, BILOXI, MISSISSIPPI

BILOXI, MISSISSIPPI

___________________________ By__________________________________________

Date Title

<PAGE>

THE PEOPLES BANK

BILOXI, MISSISSIPPI

DIRECTORS DEFERRED INCOME AGREEMENT

THIS AGREEMENT is effective on the 1st day of January, 1996, by and

between The Peoples Bank, Biloxi, Mississippi (the "Bank") and Tyrone Gollott

(the "Director") and supersedes the existing Director Deferred Income Agreement

between the parties.

WITNESSETH:

WHEREAS, the Bank recognizes that the competent and faithful efforts of

the Director on behalf of the Bank have contributed significantly to the success

and growth of the Bank;

WHEREAS, the Bank values the efforts, abilities and accomplishments of

the Director and recognizes the Director's services will substantially

contribute to the continued growth and profits in the future;

WHEREAS, the Bank desires to compensate the Director and retain the

services of the Director if re-elected to serve on the Board of Directors;

WHEREAS, the Director, in consideration of the foregoing, agrees to

continue to serve as a Director, if re-elected; and

WHEREAS, the Director has agreed to defer receipt of fees to be earned

in the future.

NOW, THEREFORE, it is mutually agreed as follows:

ARTICLE 1

DEFINITIONS

For the purposes of this Agreement, whenever the context so requires,

the capitalized terms shall have the following meanings:

1.1 "Beneficiary" shall mean the person or persons designated by

the Director who may become entitled to receive the

Compensation payable under Article 3, 4, and 5 of this

Agreement (See Article 8).

<PAGE>

1.2 "Deferral Period" shall mean the period shown on the Addendum

to this Agreement. An Election to Participate Form signed by

the Director is included and made a part of this Agreement.

ARTICLE 2

DEFERRAL OF FEES

The Director has elected to defer receipt of Director's fees to be

earned during the Deferral Period. Once the Director has executed the Election

to Participate Form, a subsequent increase in the director's fees payable due to

an increase in the fee structure shall also be deferred under the provisions of

this Agreement, unless the Director directs the Secretary in writing within 10

days after notification of the increase and prior to the right to receive the

additional fees that such additional fees are not to be deferred. If Director

fees are increased or decreased during the Deferral Period for any reason other

than death of the Director, the compensation payable under Article 3 and Article

5 shall be actuarially determined and evidenced by the Addendum to this

Agreement.

ARTICLE 3

COMPENSATION

The Bank agrees to pay to the Director, if living, and if not, then to

the designated Beneficiary, the Annual Compensation as shown in the Addendum to

this Agreement. Annual Compensation is to be paid in monthly payments, for a

total of one hundred twenty (120) consecutive payments, commencing on the first

business day of the month following the Director's attainment of age 65, or upon

Director's death if such event shall occur before the payments have commenced.

However, in any event, Compensation payable under this Article 3 and the

Addendum to this Agreement shall be recalculated to reflect any increase or

decrease in the future deferral of fees for any reason other than death of the

Director during the Deferral Period.

<PAGE>

ARTICLE 4

DEATH OF DIRECTOR DURING DEFERRAL PERIOD

If the Director dies during the Deferral Period, the Bank shall pay to

the designated Beneficiary the Annual Compensation as shown in the Addendum to

this Agreement in effect at the time of death.

ARTICLE 5

DEATH OF DIRECTOR AFTER BEGINNING OF PAYMENTS

If the Director dies after the beginning of payments, but prior to

receiving the full one hundred twenty (120) consecutive payments, the Bank shall

continue to pay such payments to the Director's Beneficiary until the total

number of payments made to the Director and the Beneficiary equal one hundred

twenty (120).

ARTICLE 6

STATUS OF AGREEMENT

This Agreement does not constitute a contract of employment between the

parties, nor shall any provision of this Agreement restrict the right of the

Bank's shareholders to replace the Director or the right of the Director to

terminate service on the Board.

ARTICLE 7

BINDING EFFECT

This Agreement shall be binding upon and inure to the benefit of the

parties hereto and upon the successors and assigns of the Bank, and upon the

heirs and legal representatives of the Director.

<PAGE>

ARTICLE 8

BENEFICIARY DESIGNATION

While covered under this Agreement, the Director may from time to time

designate, in writing, any person or persons, contingently or successively to

whom the Bank shall pay the Director's compensation in the event of the

Director's death. If the Director fails to designate a Beneficiary or if the

Beneficiary designated by the Director predeceases the Director, then benefits

are payable to the Director's estate. If the Beneficiary dies before complete

distribution of the Director's Compensation, then the Bank shall pay the

Director's Compensation to the Director's estate.

ARTICLE 9

INCOMPETENCY

If the Bank shall find that any person to whom any payment is payable

under this Agreement is unable to care for his or her affairs because of illness

or accident, or is a minor, any payment due (unless a prior claim therefore

shall have been made by a duly appointed guardian, committee or other legal

representative) may be paid to the spouse, a child, a parent, a brother or

sister, or a custodian determined pursuant to the Uniform Transfers to Minors

Act, or to any person deemed by the Bank to have incurred expense for such

person otherwise entitled to payment, in such manner and proportions as the Bank

may determine. Any such payment shall be a complete discharge of the liabilities

of the Bank under this Agreement.

ARTICLE 10

ASSIGNMENT OF RIGHTS

None of the rights to Compensation under this Agreement are assignable

by the Director or any Beneficiary or designee of the Director, and any attempt

to anticipate, sell, transfer, assign, pledge, encumber, or change the

Director's right to receive Compensation shall be void.

<PAGE>

ARTICLE 11

NAMED FIDUCIARY

(a) The Bank is hereby designated as the Named Fiduciary under this

Agreement. The Named Fiduciary shall have authority to control and manage the

operation and administration of this Agreement, and it shall be responsible for

establishing and carrying out a funding policy and method consistent with the

objectives of this Agreement.

(b) The Bank shall make all determinations as to rights to benefits

under this Agreement. Any decision by the Bank denying a claim made by the

Director or by a Beneficiary for benefits under this Agreement shall be stated

in writing and delivered or mailed to the Director or such Beneficiary. Such

statement shall set forth the specific reasons for the denial, written to the

best of the Bank's ability in a manner that may be understood without legal or

actuarial counsel. In addition, the Bank shall afford a reasonable opportunity

to the Director or the Beneficiary for a full and fair review of the decision

denying such claim.

have full power and authority to interpret, construe and administer this

Agreement. No member of the Board of Directors of the Bank shall, in any event,

be liable to any person for any action taken or omitted in connection with the

interpretation, construction or administration of this Agreement, so long as

such action or omission to act be made in good faith. In no event, however,

shall the provisions of Article 12 or any other provisions in this Agreement

prevent the Director from seeking legal recourse for any claim under this

Agreement.

ARTICLE 12

FUNDING

The Bank's obligations under this Agreement shall be an unfunded and

unsecured promise to pay. The Bank shall not be obligated under any

circumstances to fund or otherwise secure its obligations under this Agreement.

Under no circumstances will the Bank, without the consent of the Director, cause

this Agreement to be directly funded in

<PAGE>

whole or part through escrow, trust, or otherwise to create a taxable event to

the Director or the Director's beneficiary.

ARTICLE 13

DIRECTOR RIGHTS

The rights of the Director, any designated Beneficiary of the Director,

or any other person claiming through the Director under this agreement, shall be

solely those of an unsecured general creditor of the Bank. The Director, a

designated Beneficiary of the Director, or any other person claiming through the

Director shall only have the right to receive from the Bank those payments as

specified under this Agreement.

ARTICLE 14

ASSETS

The Director, a Director's designated Beneficiary, or any other person

claiming through the Director shall have no rights or interests whatsoever in

any asset of the Bank in connection with the liabilities the Bank has assumed

under this Agreement, or otherwise. Any asset used or acquired by the Bank in

connection with the liabilities it has assumed under this Agreement shall not be

deemed to be held in trust for the benefit of the Director or the Director's

designated Beneficiary, nor shall it be considered security for the performance

of the obligations of the Bank, and it shall be, and remain, a general,

unpledged, and unrestricted asset of the Bank.

ARTICLE 15

AMENDMENT

During the lifetime of the Director and prior to retirement, this

Agreement may be amended or revoked at any time, in whole or in part, by the

mutual written agreement of the Bank and the Director.

<PAGE>

ARTICLE 16

LAW GOVERNING

This Agreement shall be governed by the laws of the state of

Mississippi.

ARTICLE 17

SEVERABILITY

In the event that any of the provisions of this Agreement or portion

thereof, are held to be inoperative or invalid by any court of competent

jurisdiction, then (1) insofar as is reasonable, effect will be given to the

intent manifested in the provision held invalid or inoperative, and (2) the

validity and enforceability of the remaining provisions will not be affected

thereby.

ARTICLE 18

SUICIDE

Notwithstanding anything to the contrary in this Agreement, the

benefits otherwise provided herein shall not be payable if the Director's death

results from suicide, whether sane or insane, within two years after the

effective date of this Agreement. If the Director dies during this two year

period due to suicide, the fees deferred plus interest will be paid to the

Director's designated Beneficiary in a single payment. Payment is to be made

within thirty days after the Director's death is declared a suicide by competent

legal authority. Credit shall be given to the Bank for payments made prior to

determination of suicide.

ARTICLE 19

PERIOD OF ECONOMIC HARDSHIP

If, in any year, payments made under this Agreement would, in the sole

judgment of the Board of Directors, create economic hardship for the Bank's

depositors, the Board of Directors has full authority to postpone such payments.

However, upon such postponement, the Bank will increase the total sum payable to

the Director or the Director's Beneficiaries under this Agreement by an

actuarially determined amount.

<PAGE>

ARTICLE 20

PRIOR AGREEMENTS

This Agreement sets forth the entire understanding of the parties

hereto with respect to the transactions contemplated hereby, and any previous

agreements or understandings between the parties hereto regarding the subject

matter hereof are merged into and superseded by this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement each

acknowledging a receipt of the fully signed original.

______________________________

TYRONE GOLLOTT

THE PEOPLES BANK

BILOXI, MISSISSIPPI

BY:___________________________

<PAGE>

THE PEOPLES BANK

BILOXI, MISSISSIPPI

DIRECTORS DEFERRED INCOME AGREEMENT

THIS AGREEMENT is effective on the 1st day of January, 1999, by and

between The Peoples Bank, Biloxi, Mississippi (the "Bank") and Elizabeth Joachim

(the "Director").

WITNESSETH:

WHEREAS, the Bank recognizes that the competent and faithful efforts of

the Director on behalf of the bank have contributed significantly to the success

and growth of the Bank;

WHEREAS, the Bank values the efforts, abilities and accomplishments of

the Director and recognizes the Director's services will substantially

contribute to the continued growth and profits in the future;

WHEREAS, the Bank desires to compensate the Director and retain the

services of the Director if re-elected to serve on the Board of Directors;

WHEREAS, the Director, in consideration of the foregoing, agrees to

continue to serve as a Director, if re-elected; and

WHEREAS, the Director has agreed to defer receipt of fees to be earned

in the future.

NOW, THEREFORE, it is mutually agreed as follows:

ARTICLE 1

DEFINITIONS

For the purposes of this Agreement, whenever the context so

requires, the capitalized terms shall have the following meanings:

1.1 "Beneficiary" shall mean the person or persons designated by

the Director who may become entitled to receive the

Compensation payable under Article 3, 4, and 5 of this

Agreement (See Article 8).

1.2 "Deferral Period" shall mean the period shown on the Addendum

to this Agreement. An Election to Participate Form signed by

the Director Is included and made a part of this Agreement.