PFBX Peoples Financial Corporation (QX)

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Insert a new Section 1.03 which defines several terms important for compliance with new requirements under Rule 14a-19 and application of the new Bylaw provisions, including definitions for “Acting in Concert,” “Director Questionnaire,” “Nominating Person,” and “Solicitation Statement.”  Article I, Section 1.03.

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Require that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card other than white, which shall be reserved for exclusive use by the Board of Directors. Article II, Section 2.09.

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Revising procedures for bringing business before a stockholder meeting to further define the qualifications of stockholders allowed to do so, limit the subject of such business to those allowed to be brought by stockholders under Mississippi law, supplement requirements for the description of business to be brought before the meeting that must be included in the notice of the proposing stockholder, and require the notice of the proposing stockholder to include information about others supporting the proposal or acting in concert with the proposing stockholder. Article II, Section 2.14.

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Require director nominations to comply with SEC requirements and the Bylaws, including new SEC Rule 14a-19 which establishes requirements for the universal proxy. Article III, Sections 3.02.

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Confirm that the Board of Directors, a designated committee or an authorized PFBX executive shall determine if the Bylaw requirements have been satisfied. Article III, Section 3.02(g).

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Provide that a stockholder’s nominees cannot exceed the number of directors to be elected, and clarify the proper use of alternate nominees. Article III, Section 3.02(f).

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Require disclosure of all agreements, arrangements, or understandings between the stockholder or beneficial owner and any other person. Article III, Section 3.02(d).

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Require a person who has an agreement, arrangement or understanding with, or is otherwise acting in concert (as defined) with, a nominating stockholder to disclose the same types of information that a “participant” in a proxy solicitation would have to disclose in SEC filings. Article I, Section 1.03(a) and Article III, Section 3.02(d).

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Require more detailed disclosure regarding a nominee, including the completion of a Director Questionnaire and the provision of all information required to be disclosed by applicable SEC rules. Section 3.02(d).

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Require a written “Solicitation Agreement” that the stockholder or beneficial owner will deliver proxy solicitation materials in compliance with SEC filing requirements, including the requirement of Rule 14a-19 that a definitive proxy statement be delivered to at least 67% of the voting power of the common stock, and comply with all requirements of the Exchange Act and regulations related thereto. Article 1, Section 1.03(m) and Article III, Section 3.02(d).

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Require a written undertaking and agreement that the stockholder will update the Company in writing promptly if necessary or if the stockholder fails to satisfy the requirements of Rule 14a-19 for any reason. Otherwise, the stockholder shall prior to the meeting provide the Company evidence that the SEC requirements have been fully satisfied. Article III, Sections 3.02(e) and 3.02(h).

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Require disclosure of such other information as may be reasonably requested by the Company to determine compliance with the Bylaws and qualifications of the stockholder’s nominee. Article I, Sections 1.03(c) and 1.03(m) and Article III, Sections 3.02(d) and 3.02(e).

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Make a limited number of other clerical revisions to correct an internal reference and ensure consistent use of “stockholders” through the bylaws.