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SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 Commission File No. : 000-50301
 PSB GROUP, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Michigan
    
    42-1591104(State of Organization)
    
    (IRS Employer Identification No.)
 1800 East Twelve Mile Road, Madison Heights, Michigan
    
    48071(Address of Principal Executive Offices)
    
    (Zip Code)
 (248) 548-2900  (Registrants Telephone Number)
 None
 Common Stock, No Par Value
  YES o NO þ
  YES o NO þ
 YES þ NO o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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INDEX
 PagePART I
    
    
    3Item 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    15Item 1B. Unresolved Staff Comments
    
    
    21Item 2. Properties
    
    
    22Item 3. Legal Proceedings
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23SUPPLEMENTAL INFORMATION  EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    23PART II
    
    
    24Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securiites
    
    
    24Item 6. Selected Financial Data
    
    
    24Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    25Item 8. Financial Statements and Supplementary Data
    
    
    25Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    25Item 9A(T). Controls and Procedures
    
    
    25Item 9B. Other Information
    
    
    26PART III
    
    
    26Item 10. Directors, Executive Officers and Corporate Governance
    
    
    26Item 11. Executive Compensation
    
    
    26Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    26Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    27Item 14. Principal Accountant Fees and Services
    
    
    27PART IV
    
    
    27Item 15. Exhibits and Financial Statement Schedules
    
    
    27SIGNATURES
    
    
    29EX-10.5EX-10.7EX-13EX-21.1EX-23EX-31.1EX-31.2EX-32.1EX-32.2
  2




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PART I
 
 Item 1. Business
     Products and Services
  3




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Lending Activities
      Loan Approval
  4




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Non-performing Assets
 Asset Quality.
 Deposit Activities
   Investment Portfolio and Activities
  Borrowings
  5




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Additional Activities
  Market Area and Competition
    Supervision and Regulation
 General
    6




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The Company
 General .
  Investments and Activities.
   7




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Regulatory Capital Requirements.
     Recent Developments .
 8




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Dividends .
   Federal Securities Regulation.
  Sarbanes-Oxley Act .
    
    
    internal controls over financial reporting;
    
    audit committees;
    
    certification of financial statements by the chief executive officer and
the chief financial officer;
    
    the forfeiture of bonuses or other incentive-based compensation and
profits from the sale of an issuers securities by directors and senior
officers in the twelve month period following initial publication of any
financial statements that later require restatement;
    
    a prohibition on insider trading during pension plan black out periods;
    
    disclosure of off-balance sheet transactions;
    
    expedited filing requirements for Form 4s;
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
    
    disclosure of a code of ethics and filing a Form 8-K for a change or
waiver of such code;
    
    real time filing of periodic reports;
    
    the formation of a public accounting oversight board;
    
    auditor independence; and
    
    various increased criminal penalties for violations of securities laws.
 The Bank
 General.
  Branching.
  Loans to One Borrower.
 Enforcement.
  10




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Assessments and Fees.
 Federal Home Loan Bank System.
 Regulatory Capital Requirements.
        11




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Tier 1 capital
    
    $
    29,518Total capital
    
    $
    34,236Tier 1 capital to risk weighted assets
    
    
    7.87
    %Total capital to risk weighted assets
    
    
    9.13
    %Leverage ratio
    
    
    6.29
    %
 Prompt Corrective Regulatory Action.
   Deposit Insurance.
  12




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Payment of Dividends by the Bank.
   13




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Insider Transactions.
  Standards for Safety and Soundness.
 Financial Management Requirements.
 Reserve Requirement.
 
    
    for transaction accounts totaling $10.3 million or less, a reserve of 0%; and
    
    for transaction accounts in excess of $10.3 million up to and including $44.4
million, a reserve of 3%; and
    
    for transaction accounts totaling in excess of $44.4 million, a reserve requirement
of $1.023 million plus 10% of that portion of the total transaction accounts greater
than $44.4 million.
  State Bank Activities.
  14




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Employees
  Incorporation of Additional Information by Reference
             
 Item 1A. Risk Factors
  15




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Risks Related To the Companys Business
 We Are Subject To Credit Risk
  Our Allowance for Loan Losses May Be Insufficient
  Potential Problem Loans
   16




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Our Profitability Depends Significantly On Economic Conditions in the Areas within Which We Do
Business
  We Are Subject To Interest Rate Risk
   We Are Subject To Extensive Government Regulation and Supervision
  17




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Our Internal Controls May Be Ineffective
  New Lines of Business or New Products and Services May Subject Us to Additional Risks
  We May Not Be Able To Attract and Retain Skilled People
  Our Information Systems May Experience an Interruption or Breach in Security
  We Continually Encounter Technological Change
  18




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We Are Subject To Claims and Litigation Pertaining To Fiduciary Responsibility
  Severe Weather, Natural Disasters, Acts of War or Terrorism, and Other External Events Could
Significantly Impact Our Business
  We Are Subject To Environmental Liability Risk Associated With Lending Activities
  Risks Associated With the Companys Common Stock   Our Stock Price Can Be Volatile
  
    
    Actual or anticipated variations in quarterly results of operations.
    
    Lack of liquidity in our common stock.
    
    Recommendations by securities analysts.
    
    Operating and stock price performance of other companies that investors deem
comparable to the Company.
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
    
    News reports relating to trends, concerns, and other issues in the financial services
industry.
    
    Perceptions in the marketplace regarding the Company and/or its competitors.
    
    New technology used or services offered by competitors.
    
    Significant acquisitions or business combinations, strategic partnerships, joint ventures,
or capital commitments by or involving the Company or its competitors.
    
    Failure to integrate acquisitions or realize anticipated benefits from acquisitions.
    
    Changes in government regulations.
    
    Geopolitical conditions such as acts or threats of terrorism or military conflicts.
  An Investment in Our Common Stock Is Not an Insured Deposit
  Our Articles of Incorporation, Bylaws, and Certain Banking Laws May Have an Anti-Takeover Effect
  Risks Associated With the Companys Industry
 We Operate In a Highly Competitive Industry and Market Area
   20




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
    
    The ability to develop, maintain, and build upon long-term customer relationships
based on top quality service, high ethical standards, and safe, sound assets.
    
    The ability to expand the Companys market position.
    
    The scope, relevance, and pricing of products and services offered to meet customer
needs and demands.
    
    The rate at which the Company introduces new products and services relative to its
competitors.
    
    Customer satisfaction with the Companys level of service.
    
    Industry and general economic trends.
  Financial Services Companies Depend On the Accuracy and Completeness of Information about
Customers and Counterparties
  Consumers May Decide Not To Use Banks to Complete Their Financial Transactions
  
 Item 1B. Unresolved Staff Comments
  21




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Item 2. Properties
  Common Name of Office
    
    Address
    
    Owned or LeasedWarren Office
    
    14801 12 Mile Road at Gloede
    
    OwnedWarren, MI 48088Warren Office & Loan Center
    
    31130 Ryan Road at 13 Mile Road
    
    OwnedWarren, MI 48092Sterling Heights/Ryan Road
    
    40828 Ryan Road
    
    LeasedSterling Heights, MI 48310Madison Hgts/12 Dequindre
    
    1800 E. 12 Mile Road
    
    OwnedMadison Heights, MI 48071-0485Southfield/Evergreen
    
    25250 Evergreen Road
    
    OwnedSouthfield, MI 48075Farmington Hills/Halsted
    
    37386 12 Mile Road
    
    OwnedFarmington Hills, MI 48331Sterling Heights/
    
    3801 Metropolitan Parkway
    
    Land - LeasedMetropolitan Parkway
    
    Sterling Heights, MI 48310
    

Building - OwnedFenton
    
    17197 Silver Parkway
    
    OwnedFenton, MI 48430Troy
    
    30 East Long Lake Rd.
    
    Land - LeasedTroy, MI 48085
    

Building - OwnedGrosse Pointe Woods
    
    20276 Mack Avenue
    
    Land - LeasedGrosse Pointe Woods, MI 48236
    

Building - Owned
  Ann Arbor
    
    3001 Plymouth Road, Suite 205
    
    LeasedAnn Arbor, MI 48105Howell
    
    110 N. Chestnut
    
    LeasedHowell, MI 48843
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Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 SUPPLEMENTAL INFORMATION  EXECUTIVE OFFICERS OF THE REGISTRANT
  Principal OccupationName and Age
    
    Position with the Company
    
    During Past Five YearsMichael J. Tierney, 53
    
    President and Chief
Executive Officer
    
    President and Chief
Executive Officer
since January 2007.
President of Peoples
State Bank since July
2006. Managing
director for business
banking in the
midwest region for JP
Morgan Chase from
February 2006 to June
2006. Prior to
February 2006, Mr.
Tierney spent 28
years at Comerica
Inc. where he held
executive positions
in retail banking,
corporate banking,
private banking and
product management.Jeffrey Moore, 52
    
    Executive Vice President
and Chief Credit Officer
    
    Executive Vice
President and Chief
Credit Officer since
January of 2009.
Senior Vice President
and Chief Credit
Officer since May of
2007; Senior Vice
President  Business
Banking at Fifth
Third Bank  Eastern
Michigan from Sept.
1997  Mar. 2007.Michael J. Banks, 50
    
    Senior Vice President 
Chief Lending Officer
    
    Senior Vice President
and Chief Lending
Officer since March
2007; 1st
Vice President in
Commercial Lending at
Comerica Bank from
2001  March 2007.Gregory Quick, 54
    
    Senior Vice President 
Residential Mortgages
    
    Senior Vice President
 Residential
Mortgages since Sept.
2007; Senior Vice
President of Mortgage
Operations at
Citizens Bank in
Flint from Jan. 2002
 Sept. 2007.Denise Kiepper, 45
    
    Senior Vice President 
Human Resources
    
    Senior Vice President
- Human Resources
since April, 2008;
Senior Vice President
- Human Resources at
Citizens Republic
Bancorp since 1997.
 23




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Principal OccupationName and Age
    
    Position with the Company
    
    During Past Five YearsVincent J. Szymborski, 49
    
    Senior Vice President 
Retail Banking
    
    Senior Vice President
 Retail Banking
since Mar. 2007;
1st Vice
President and
National Group Mgr.
of Deposit, Credit
and Service Related
Products at Comerica
for over 5 years.David A. Wilson, 48
    
    Senior Vice President
and Chief Financial
Officer
    
    Senior Vice President
and Chief Financial
Officer since 1991.
 
 PART II
 
 Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    Maximum Number(or ApproximateTotal Number of
    
    Dollar Value) ofShares Purchased
    
    Shares that Mayas Part of Publicly
    
    Yet Be PurchasedTotal Number of
    
    Average Price Paid
    
    Announced Plans
    
    Under the Plans orPeriod
    
    Shares Purchased
    
    per Share
    
    or Programs
    
    Programs10/01/08 
10/31/08
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    011/01/08 
11/30/08
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    012/01/08 
12/31/08
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
  
 Item 6. Selected Financial Data
  24




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
  
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
  
 Item 9A(T). Controls and Procedures
 Disclosure controls and procedures.
 Managements Annual Report on Internal Control over Financial Reporting.
   Changes in internal controls.
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Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
   
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder  Matters
   Equity Compensation Plan Information
 Number of securitiesremaining available forNumber of securities to be
    
    Weighted-average
    
    future issuance underissued upon exercise of
    
    exercise price of
    
    equity compensationoutstanding options,
    
    outstanding options,
    
    plans (excludingPlan category
    
    warrants and rights
    
    warrants and rights
    
    securities in column (a))Equity compensation
plans approved by
security holders
    
    
    145,293
    
    
    $
    16.21
    
    
    
    212,692Equity compensation
plans not approved
by security holders
    
    None
        
    None
        
    NoneTotal
    
    
    145,293
    
    
    $
    16.21
    
    
    
    212,692
 26




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Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accountant Fees and Services
  
 PART IV
 
 Item 15. Exhibits and Financial Statements
  1.
    
    Independent Auditors Report2.
    
    Consolidated Balance Sheets as of December 31, 2008 and 20073.
    
    Consolidated Statements of Income for each of the years in the Three-Year
Period Ended December 31, 20084.
    
    Consolidated Statements of Stockholders Equity for each of the years in the
Three-Year Period Ended December 31, 20085.
    
    Consolidated Statements of Cash Flows for each of the years in the Three-Year
Period Ended December 31, 20086.
    
    Notes to Consolidated Financial Statements
   No.
    
    Description3.1
    
    Articles of Incorporation of PSB Group, Inc.*3.2
    
    Bylaws of PSB Group, Inc.*4.1
    
    Specimen Certificate of Common Stock.*10.1
    
    Employment Agreement with Michael J. Tierney (incorporated by reference from Current Report on
Form 8-K filed on June 26, 2006).10.2
    
    Restricted Stock Agreement with Michael J. Tierney (incorporated by reference from Current
Report on Form 8-K filed on June 26, 2006).
 
 *
    
    Incorporated by reference from the Registrants
Quarterly Report on Form 10-Q for the quarter ended June 30, 2003. 27




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No.
    
    Description10.3
    
    2004 Stock Compensation Plan.**10.4
    
    Form of Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement
(incorporated by reference from Annual Report on Form 10-K for the year ended December 31, 2005).10.5
    
    Deferred Compensation Plan, as amended and restated (filed herewith).10.6
    
    Form of Restricted Stock Agreement (incorporated by reference from Quarterly Report on Form
10-Q for the quarter ended March 31, 2007).10.7
    
    Amendment No. 1 to Employment Agreement with Michael J. Tierney (filed herewith).11
    
    Computation of Earnings Per Share (filed herewith on page 3 of the 2008 Annual Report to
Shareholders including Note 1 thereto).13
    
    Portions of 2008 Annual Report to Shareholders (filed herewith).14
    
    Code of Ethics (incorporated by reference from Annual Report on Form 10-K for the year ended
December 31, 2006).21.1
    
    Subsidiaries of Registrant (filed herewith).23.
    
    Consent of Plante & Moran, PLLC.31.1
    
    Certification of Michael J. Tierney required by Rule 13a  14(a).31.2
    
    Certification of David A. Wilson required by Rule 13a  14(a).32.1
    
    Certification of Michael J. Tierney required by Rule 13a  14(b) and Section 906 of the
Sarbanes - Oxley Act of 2002, 18 U.S.C. Section 1350.32.2
    
    Certification of David A. Wilson required by Rule 13a  14(b) and Section 906 of the Sarbanes
- Oxley Act of 2002, 18 U.S.C. Section 1350.
 
 **
    
    Incorporated by reference from Registrants Proxy
Statement for the 2004 annual meeting of shareholders. 28




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PSB GROUP, INC.Date:
    
    March 31, 2009
    
    
    
    By:
    
    /s/ Michael J. Tierney

Michael J. Tierney
President and Chief Executive Officer
  By:
    
    /s/ Michael J. Tierney

Michael J. Tierney
    
    
    
    Date: March 31, 2009President and Chief Executive Officer(Principal Executive Officer and Director)By:
    
    /s/ David A. Wilson
    
    
    
    Date: March 31, 2009David A. WilsonSenior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)By:
    
    /s/ Dr. James Jacobs
    
    
    
    Date: March 31, 2009Dr. James Jacobs(Director)By:
    
    /s/ Michael J. Kowalski
    
    
    
    Date: March 31, 2009Michael J. Kowalski(Director)By:
    
    /s/ Longine Morawski
    
    
    
    Date: March 31, 2009Longine V. Morawski(Director)By:
    
    /s/ Sydney L. Ross
    
    
    
    Date: March 31, 2009Sydney L. Ross(Director)By:
    
    /s/ Edward H. Turner
    
    
    
    Date: March 31, 2009Edward H. Turner(Director)By:
    
    /s/ David L. Wood
    
    
    
    Date: March 31, 2009David L. Wood(Director)
 29