Exhibit 10.4




AMENDMENT TO RESTRICTED STOCK AGREEMENT

OF

PSB HOLDINGS, INC.







THIS
AMENDMENT TO PSB HOLDINGS, INC. RESTRICTED STOCK AGREEMENT (this “Amendment”) is
entered into as of the 17th day of June, 2008 by and between PSB Holdings, Inc.
of Wausau, Wisconsin and [INSERT EMPLOYEE NAME] (the “Executive”).  All
terms used herein which are not otherwise defined have the same meaning as in
the PSB Holdings, Inc. Restricted Stock Agreement (the “Agreement”) with the
Executive.

WHEREAS,
[INSERT EMPLOYEE NAME] entered into the Agreement, effective January 2, 2008;
and 

WHEREAS,
PSB Holdings, Inc. and [INSERT EMPLOYEE NAME] mutually agree to amend the
Agreement.

NOW,
THEREFORE, the Agreement is hereby amended as follows:

1.

Acceleration
of Vesting Upon A Change of Control.  Section 2, VESTING, FORFEITURE
AND TRANSFER RESTRICTIONS, is hereby amended to add the following at the end of
the existing Section 2:




“Notwithstanding
anything contained herein to the contrary, all Unvested Shares shall become
Vested Shares upon a “Change of Control.” For the purpose of this Agreement, a
“Change of Control” shall be deemed to have occurred:

(a)

when
any “person” as defined in Section 3(a)(9) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) and as used in Sections 13(d) and 14(d)
thereof, including a “group” as defined in Section 13(d) of the Exchange Act,
excluding any employee benefit plan sponsored or maintained by the Company or
any subsidiary of the Company (including any trustee of such plan acting as
trustee), directly or indirectly, becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act, as amended from time to time), of securities
of the Company or the Bank representing 30% or more of the combined voting power
of the Bank’s or Company’s then outstanding securities with respect to the
election of the directors of the Bank or the Company; or

(b)

when,
during any period of 24 consecutive months, the individuals who, at the
beginning of such period, constitute the board of directors of the Company (the

“Incumbent Directors”) cease for any reason other than death to constitute
at least a 
majority thereof, provided, however, that a director who was not
a director at the 
beginning of such 24-month period shall be deemed to have
satisfied such 24-month requirement (and be an Incumbent Director) if such
director was elected by, or on the recommendation of or with the approval of, at
least a majority of the directors who then 













qualified
as Incumbent Directors either actually (because they were directors at the
beginning of such 24-month period) or by prior operation of this provision;
or

(c)

the
occurrence of a transaction requiring stockholder approval of the acquisition of
the Bank by an entity other than the Company or a 50% or more owned subsidiary
of the Company or shareholder approval of the acquisition of the Company through
purchase of assets, or by merger, consolidation or otherwise, except in the case
of a transaction pursuant to which, immediately after the transaction, Company’s
shareholders immediately prior to the transaction own at least 60% of the
combined voting power of the surviving entity’s then outstanding securities with
respect to the election of the directors of such entity solely be reason of such
transaction; or

(d)

the
liquidation or dissolution of the Bank or the Company.” 

2.

Full
Force and Effect.  Except as expressly amended hereby, the Agreement
shall remain in full force and effect in accordance with its terms. 

IN
WITNESS WHEREOF, the parties below have executed this Amendment effective as of
the date first set forth above.




PSB
Holdings, Inc.







                                                                    

By:

                                                             

[INSERT
EMPLOYEE NAME]

Gordon
Gullickson

Chairman
of the Board of Directors








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