Exhibit
10.1








AMENDED
POST 2004


UNFUNDED
DEFERRED COMPENSATION


PLAN FOR
THE DIRECTORS OF


PEOPLES
BANK SB








The provisions of this Plan apply to
all post-2004 deferrals.  It is the intent of all of the parties
hereto that the Plan meets the requirements of Section 409A of the Internal
Revenue Code.  The terms of the Plan are as follows:





1.  Each
director may elect on or before December 31st of any
year to defer all or a specified portion of his annual fees for succeeding
calendar years.





2.  Any
person elected to fill a vacancy on the board, and who was not a director on the
preceding December 31st, may
elect, within 30 days after becoming eligible under the Plan, to defer all or a
specified part of his annual fees for the balance of the calendar year following
such election and for succeeding calendar years, unless such person is otherwise
prohibited from making such an election by Section 409A of the Internal Revenue
Code and the regulations thereunder.





3.  The
rate of interest to be paid on deferred fees will be equal to the lower of
either (i) 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 bank determined or reviews the appropriate
interest rate for the Plan.  Interest on this account will be
compounded quarterly.  The interest rate will be reset on the first
business day of each month.





4.  Amounts
deferred under the Plan, together with accumulated interest, will be distributed
in ten annual installments over a nine-year period beginning with the first day
of the calendar year immediately following the year in which the director ceases
to be a director.  Notwithstanding this provision, in no event shall a
“specified employee”; as that term is defined by the Internal Revenue Service,
receive any payment earlier than six-months after termination of
employment.   The first annual installment for any such specified
employee will be paid on or soon after the later of six-months after termination
of employment or the first day of the calendar year immediately following the
year of termination of employment.  All subsequent annual installment
payments to any such specified employee will be made in the month of January,
beginning with the January that immediately follows the first annual installment
payment.





5.  An
election to defer fees shall continue from year to year unless terminated by the
director by written request.  In the event a director elects to
terminate deferring fees, the amount already deferred cannot be paid to him
until he ceases to be a director.  A director may not make or modify
deferral elections during the middle of a year other than as provided in
Paragraph 2.





6.  Upon
the death of a director or former director prior to the expiration of the period
during which the deferred amounts are payable, the balance of the deferred fees
and interest in his account shall be payable to his estate or designated
beneficiary in full on the first day of the calendar year, following the year in
which he dies.





7.  Distribution of benefits
pursuant to the termination of the Plan is prohibited unless the termination
qualifies as a distributable event under Section 409A of the Internal Revenue
Code and the regulations thereunder.  Any such payments as a result of
the termination of the Plan shall be made in accordance with the requirements of
Section 409A of the Internal Revenue Code and the regulations
thereunder








8.  Notwithstanding any other
provisions to the contrary, in accordance with guidance issued by the United
States Treasury and the Internal Revenue Service, participants may make a valid
deferral election as late as March 15, 2005 with respect to 2005 fees that
became payable after such date.  A participant may make such an
election by completing the appropriate deferral election form and submitting it
to the bank no later than March 15, 2005.





ELECTION
TO PARTICIPATE IN UNFUNDED DEFERRED COMPENSATION PLAN





Certificates acknowledged and attested
and inserted herewith to become a part of these minutes.


Adopted
by the Board of Directors this 26th day of February, 2010, and made effective as
of such date.





Attested
by:




/s/
      David A. Bochnowski
              
              
              /s/
      Jon E. DeGuilioCEO
              
              
              Corporate
      Secretary