Exhibit 10.2




AMENDMENT

TO

EXECUTIVE DEFERRED COMPENSATION AGREEMENT







THIS
AMENDMENT TO EXECUTIVE DEFERRED COMPENSATION AGREEMENT (this “Amendment”) is
entered into as of the 17th day of June, 2008 by and between Peoples State Bank
of Wausau, Wisconsin (the “Bank”) and Peter W. Knitt (the “Executive”).
 All terms used herein which are not otherwise defined have the same
meaning as in the Peoples State Bank Executive Deferred Compensation Agreement
with the Executive, as amended and restated effective December 31, 2007 (the
“Agreement”).

WHEREAS,
the Bank entered into the Agreement to encourage the Executive to remain an
employee of the Bank; and

WHEREAS,
the Bank reserved the right to amend the Agreement with the consent of the
Executive under Section 9.1 thereof; and

WHEREAS,
the parties now desire to amend the Agreement pursuant to this Amendment to
utilize the transition rules promulgated under Section 409A of the Internal
Revenue Code of 1986, as amended.

NOW,
THEREFORE, the Agreement is hereby amended as follows, effective as of the date
set forth above, except that notwithstanding anything herein contained to the
contrary, this Amendment will not be effective to any extent if the Termination
of Employment occurs prior to January 1, 2009.




1.

Section
3.1.3.  The last sentence of Section 3.1.3 is deleted in its entirety
and is replaced by the following:

“Notwithstanding
the preceding, the rate of Interest credited under this Section 3.1.3 is subject
to adjustment from time to time in the sole discretion of the Board of Directors
of the Bank, except that after a Change of Control, as defined in the
Executive’s Amended and Restated Employment Agreement with the Bank, the rate of
Interest credited cannot in any circumstances be less than the mid-term
applicable federal rate, compounded semi-annually, as determined under Section
1274 of the Code, for the month in which the Change of Control occurs.”

2.

Section
4.1.  Section 4.1 (including Sections 4.1.1 and 4.1.2) is deleted in
its entirety and is replaced by the following:

“4.1

Distribution
of Benefit.  Upon Termination of Employment, the 
Bank shall pay to
the Executive his Deferral Account balance in the form elected 
by the
Executive on the Benefit Election Form.  The benefit shall commence on

the date of the first payroll of the Bank following the month in which the














Termination
of Employment occurs, provided, however that except in the case of
payments governed by Section 5.3, if the Executive is a Specified Employee, the
benefit under this Section 4.1 shall not commence until the date of the first
payroll of the Bank following the last day of the sixth (6th) month
following the month in which the Termination of Employment occurred.”

3.

Section
4.2.  Section 4.2 (including Sections 4.2.1 and 4.2.2) is deleted in
its entirety and is replaced by the following:

“4.2

Intentionally
Omitted.”

4.

Section
4.3.  Section 4.3 (including Sections 4.3.1 and 4.3.2) is deleted in
its entirety and is replaced by the following:

“4.3

Intentionally
Omitted.”

5.

Section
4.4.  Section 4.4 (including Sections 4.4.1 and 4.4.2) is deleted in
its entirety and is replaced by the following:

“4.4

Intentionally
Omitted.”

6.

Sections
9.3 and 9.4.  Sections 9.3 and 9.4 are hereby deleted in their
entirety.

7.

Full
Force and Effect.  Except as specifically amended hereby, the Agreement
shall remain in full force and effect.

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




EXECUTIVE:

PEOPLES
STATE BANK:







/s/
Peter W.
Knitt                                           

By:

/s/
Patrick L.
Crooks                            

Peter
W. Knitt

Patrick
L. Crooks

As
its Chairman of the Board








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