Exhibit
10.2








AMENDED
POST - 2004


PEOPLES
BANK, A STATE SAVINGS BANK


UNQUALIFIED
DEFERRED COMPENSATION PLAN








ARTICLE
I





NATURE
AND PURPOSE OF PLAN





Section 1.1. Type of
Plan.  The Peoples Bank, a State Savings Bank (the “Bank”),
Unqualified Deferred Compensation Plan (“Plan”) is established by the Bank as an
unfunded, non-qualified deferred-compensation plan for a select group of the
Bank’s management and highly-compensated employees. It is the intent of all
parties that the Plan meets the requirements of Section 409A of the Internal
Revenue Code and the regulations thereunder.





Section
1.2.  Purpose of
Plan.  The purpose of the Plan is to provide a means for the
payment of deferred compensation to a select group of key senior management
employees of the Bank, in recognition of their substantial contributions to the
operation of the Bank, and to provide those individuals with additional
financial security as an inducement to them to remain in employment with the
Bank.








ARTICLE
II





DEFINITIONS
AND RULES OF CONSTRUCTION








Section
2.1.  Definitions.  As
used in the Plan, the following words and phrases, when capitalized, have the
following meanings except when used in a context that plainly requires a
different meaning:





(a)
            “Account”
      means, with respect to a Participant, the bookkeeping account that serves
      as a record of the contributions and interest credited to the Participant
      under the terms of this Plan.




(b)
            “
      Bank” means Peoples Bank, A State Savings
Bank.




(c)
            “Beneficiary”
      means, with respect to a Participant, the person or persons designated
      pursuant to the Section 6.2 to receive benefits under the Plan in the
      event of the Participant’s death.




(d)
            “Board
      of Directors” means the Board of Directors of the
  Bank.




(e)
            “Code”
      means the Internal Revenue Code of 1986, as amended from time to time, and
      interpretive rules and regulations.




(f)
            “Committee”
      means the Committee appointed by the Bank to administer the
      Plan.




(g)
            “Effective
      Date” means the date the Plan is approved by the Board of
      Directors.




(h)
            “Eligible
      Employee” means a key management Employee who has the opportunity to
      impact significantly the annual operating success of the
    Bank.




(i)
            “Employee”
      means any person employed by the Bank on a full-time salaried basis,
      including officers of the Bank.




(j)
            “Participant”
      means an Eligible Employee who becomes a participant in the Plan pursuant
      to Section 3.1.




(k)
            “Plan”
      means the Peoples Bank, A State Savings Bank Unqualified Deferred
      Compensation Plan, as amended from time to
time.




(l)
            “Plan
      Year” means a calendar year commencing on or after January 1,
      1994.







(m)
            “Qualified
      Plan” means the Peoples Bank, A State Savings Bank Profit Sharing Plan and
      Trust and the Peoples Bank, A State Savings Bank Employee Stock Ownership
      Plan.




(n)
            “Termination
      of Employment” means a separation of services as defined under Section
      409A of the Internal Revenue Code and the regulations
      thereunder.




Section 2.2. Rules of
Construction.  The following rules of construction shall govern
in interpreting the Plan:





(a)
            The
      provisions of this Plan shall be construed and governed in all respects
      under and by the internal laws of the State of Indiana, to the extent not
      preempted by federal law.




(b)
            Words
      used in the masculine gender shall be construed to include the feminine
      gender, where appropriate, and vice
versa.




(c)
            Words
      used in the singular shall be construed to include the plural, where
      appropriate, and vice versa.




(d)
            The
      headings and subheadings in the Plan are inserted for convenience of
      reference only and are not to be considered in the construction of any
      provision of the Plan.




(e)
            If
      any provision of the Plan shall be held to be illegal or invalid for any
      reason, that provision shall be deemed to be null and void, but the
      invalidation of that provision shall not otherwise impair or affect the
      Plan.







ARTICLE
III





ELIGIBILITY
AND PARTICIPATION





Section
3.1.  Eligibility.  Only
Eligible Employees selected by the Committee to participate in the Plan shall
become Participants.





Section
3.2.  Date of
Participation.  An Eligible Employee shall become a Participant
on the date specified by the Committee.





Section
3.3.  Cessation of
Participation.  Any Participant who ceases to be an Eligible
Employee, but continues to be an Employee, shall cease to be eligible to be
credited with contributions determined under Article V but shall continue to
have an Account and to be credited with interest on his Account as provided in
Section 5.2 until that Account is fully distributed.








ARTICLE
IV





PARTICIPANTS’
ACCOUNTS





Section
4.1.  Establishment of
Accounts.  The Committee shall create and maintain adequate
records to disclose the interest in the Plan of each Participant and
Beneficiary.  Records shall be in the form of individual bookkeeping
accounts, which shall be credited with the contributions and interest determined
pursuant to Article V.  Each Participant shall have a separate
Account.  The Participant’s interest in his Account shall be fully
vested at all times.





Section
4.2.  Accounts
Unfunded.  Accounts shall be accounting accruals, in the names
of Participants, on the Bank’s books.  Accounts shall be unfunded, so
that the Bank’s obligation to pay benefits under the Plan is merely a
contractual duty to make payments when due under the Plan.  The Bank’s
promise to pay benefits under the Plan shall not be secured in any way, and the
Bank shall not set aside or segregate assets for the purpose of paying
contributions and interest credited to Participants’ Accounts.





Section
4.3.  Valuation of
Accounts.  The value of a Participant’s Account as of any date
shall equal the contributions credited to the Account pursuant to Section 5.1,
increased by interest earnings deemed to be credited to the Account in
accordance with Section 5.2.








Section
4.4.  Annual
Report.  Within 120 days following the end of each Plan Year,
the Committee shall provide to each Participant a written statement of the
amount standing to his credit in his Account as of the end of that Plan
Year.








ARTICLE
V





CONTRIBUTIONS
AND INTEREST





Section
5.1.  Basic
Contributions.  For each Plan Year, there shall be credited to
the Account of each Participant an amount that is reasonably calculated to equal
the amount by which:





(a)
            the
      Participant’s employer-funded contributions under all Qualified Plans for
      the Plan Year determined without application of the limitations imposed by
      Code subsection 401(a)(17) or Code section 415,
  exceeds




(b)
            the
      amount of the Participant’s employer-funded contributions under all
      Qualified Plans for the Plan Year determined after application of the
      limitations imposed by Code subsection 401(a)(17) and Code section
      415.







Section
5.2.  Interest on
Accounts.  Amounts credited to a Participant’s Account during
each Plan Year shall earn interest at a rate which is the lower of either (i)
the interest rate paid on the Bank’s regular six-month certificate of deposit,
plus 2%, or (ii) 120% of the applicable federal long-term rate (compounded
quarterly) in effect during the month in which the Committee determines the
appropriate interest rate for the applicable Plan
Year.    Interest shall be credited quarterly.




ARTICLE
VI




BENEFITS





Section
6.1.  Termination of
Employment.  If the Participant incurs a Termination of
Employment, the Participant’s Account shall be distributed to the Participant
(or, in the event of his death, to his Beneficiary) in monthly installments for
60 months within 90 days after termination of employment.  However, a
“specified employee” as that term is defined under Section 409A of the Internal
Revenue Code and the regulations thereunder, may not receive any benefit
payments within six months of separation from service unless the employee dies
in the interim.  The company has complete discretion as to how the
six-month delay will be handled.  The determination of “specified
employees” shall take affect on the April 1st
immediately following each calendar year determination period.





Section
6.2.  Designation of
Beneficiary.  A Participant’s Beneficiary shall be the person
or persons, including a trustee, designated by the Participant in writing
pursuant to the practices of, or rules prescribed by, the Committee, as the
recipient of any benefits payable under the Plan following the Participant’s
death.  To be effective, a Beneficiary designation must be filed with
the Committee during the Participant’s life on a form prescribed by the
Committee.  If no person has been designated as the Participant’s
Beneficiary or if no person designated as Beneficiary survives the Participant,
the Participant’s estate shall be his Beneficiary.







ARTICLE
VII




ADMINISTRATION





Section
7.1.  Administrator.  The
Committee shall be the Administrator of the Plan.  All decisions of
the Committee shall be by a vote of a majority of its members and shall be final
and binding.





Section
7.2.  Powers and Duties of the
Committee.  Subject to the specific limitations stated in this
Plan, the Committee shall have the following powers, duties, and
responsibilities:





(a)
            To
      carry out the general administration of the
  Plan;




(b)
            To
      cause to be prepared all forms necessary or appropriate for the
      administration of the Plan;







(c)
            To
      keep appropriate books and records;




(d)
            To
      determine amounts to be distributed to Participants and Beneficiaries
      under the provisions of the Plan;




(e)
            To
      determine the appropriate interest rate credited under the Plan with
      respect to each Plan Year;




(f)
            To
      determine, consistent with the provisions of this instrument all questions
      of eligibility, rights, and status of Participants and Beneficiaries under
      the Plan;




(g)
            To
      issue, amend, and rescind rules relating to the administration of the
      Plan, to the extent those rules are consistent with the provisions of this
      instrument;




(h)
            To
      exercise all other powers and duties specifically conferred upon the
      Committee elsewhere in this instrument;
and




(i)
            To
      interpret, with discretionary authority, the provisions of this Plan and
      to resolve, with discretionary authority, all disputed questions of Plan
      interpretation and benefit
eligibility.







ARTICLE
VIII





AMENDMENT
AND TERMINATION





Section
8.1.  Amendment.  The
Bank reserves the right to amend the Plan at any time by action of the Board of
Directors, with written notice given to each Participant in the
Plan.  The Bank, however, may not make any amendment that reduces a
Participant’s benefits accrued as of the date of the amendment unless the
Participant consents in writing the amendment.





Section
8.2.  Termination.  The
Bank reserves the right to terminate the Plan, by action of the Board of
Directors, at any time, it deems appropriate.  Upon termination of the
Plan, no further contribution shall be made to the Plan.  In no event
will benefits be paid as a result of the termination of the plan unless
permitted under Section 409A of the Internal Revenue Code and the regulations
thereunder.








ARTICLE
IX





MISCELLANEOUS





Section
9.1.  Relationship.  Notwithstanding
any other provision of this Plan, the Plan and action taken pursuant to it shall
not be deemed or construed to establish a trust or fiduciary relationship of any
kind between or among the Bank, Participants, Beneficiaries or any other
persons.  The Plan is intended to be unfunded for purposes of the Code
and the Employee Retirement Income Security Act of 1974, as
amended.  The rights of Participants and Beneficiaries to receive
payment of benefits under the Plan is strictly a contractual right of payment,
and this Plan does not grant, nor shall it be deemed to grant Participants,
Beneficiaries, or any other person any interest or right to any of the funds,
property, or assets of the Bank other than as an unsecured general creditor of
the Bank.





Section
9.2.  Other Benefits and
Plans.  Nothing in this Plan shall be deemed to prevent
Participants from receiving, in addition to the benefits provided for under this
Plan, any funds that may be distributable to them at any time under any other
present or future retirement or incentive plan maintained by the
Bank.





Section
9.3.  Anticipation of
Benefits.  Neither Participants nor Beneficiaries shall have
the power to transfer, assign, anticipate, pledge, alienate, or otherwise
encumber in advance any of the payments that may become due under this Plan, and
any attempt to do so shall be void.  Any payments that may become due
under this Plan shall not be subject to attachment, garnishment, execution, or
be transferable by operation of law in the event of bankruptcy, insolvency, or
otherwise.





Section
9.4.  No Guarantee of Continued
Employment.  Nothing contained in this Plan or any action taken
under the Plan shall be construed as a contract of employment or as giving any
participant any right to be retained in employment with the Bank.  The
Bank specifically reserves the right to terminate any Participant’s employment
at any time with or without cause, and with or without notice or assigning a
reason, subject to the terms of any written employment agreement between the
Participant and the Bank.








Section
9.5.  Waiver of
Breach.  The Bank’s or the Committee’s waiver of any Plan
provision shall not operate or be construed as a waiver of any subsequent breach
by the Participant.





Section
9.6.  Benefit.  This
Plan shall be binding upon and inure to the benefit of the Employer and its
successors and assigns.





Section
9.7.  Responsibility for Legal
Affect.  Neither the Committee nor the Bank makes any
recommendations or warranties, express or implied, assumes any responsibility
concerning the legal context, or other implications or affects of this
Plan.





Section
9.8.  Tax
Withholding.  The Bank shall withhold from any payment made
under the Plan such amount or amounts as may be required by applicable federal,
state, or local laws.





Peoples Bank, a State Savings Bank, has
caused this Plan to be executed by its duly authorized officers as of the
26th
day of February 2010.







PEOPLES
      BANK, A STATE SAVINGS BANKBy:
              /s/ David
      A. BochnowskiCEO








ATTEST:




By:
              /s/ Jon
      E. DeGuilioCorporate
      Secretary