PEOPLES STATE BANK

                   EXECUTIVE DEFERRED COMPENSATION AGREEMENT



      THIS AGREEMENT is made by and between PEOPLES STATE BANK (the "Bank"), a

Wisconsin state banking association with its principal place of business in

Wausau, Wisconsin, and ______________________ (the "Executive") and provides as

follows:



                                 INTRODUCTION



      WHEREAS, the Bank desires to promote its growth and prosperity and the

growth and prosperity of its parent holding company, PSB Holdings, Inc. (the

"Holding Company"), through the attraction and retention of qualified personnel

for positions of substantial responsibility by providing key officers and

employees with the opportunity to defer compensation as an incentive and reward

for their contribution to the success of the Bank and the Holding Company.



                                   AGREEMENT



      The Executive and the Bank agree as follows:



                                   ARTICLE

                                  DEFINITIONS



      1.1   Definitions.  Whenever used in this Agreement, the following words

and phrases shall have the meanings specified:



            1.1.1 "Base Salary" means the Executive's current base salary,

      excluding any and all other compensation such as commissions, allowances,

      or any other non-annual payment or incentive bonus of either cash,

      deferred cash payments, or payments into or for any deferred compensation

      plan, including Code section 401(k) plans, and premium payments for life

      insurance under the terms of any other deferred compensation or benefit

      agreement.



            1.1.2 "Benefit Election Form" means the form attached hereto as

      Exhibit C.



            1.1.3 "Beneficiary" means each designated person, or the estate of

      the deceased Executive, entitled to benefits, if any, upon the death of

      the Executive determined pursuant to Article 5.



            1.1.4 "Beneficiary Designation Form" means the form established

      from time to time by the Plan Administrator that the Executive completes,

      signs, and returns to the Plan Administrator to designate one or more

      Beneficiaries, such form attached hereto as Exhibit A.



            1.1.5 "Change of Control" means:



                  (a)   a change in the ownership of the of the Bank or of the

            Holding Company whereby a Person (defined below) acquires, directly

            or indirectly, ownership of a number of shares of capital stock of

            the Bank or of the Holding Company which, together with capital

            stock held by such Person, constitutes more than fifty percent

            (50%) of the total fair market value or of the combined voting

            power of the Bank's or of the Holding Company's outstanding capital

<PAGE>

            stock; provided, however, that if a Person already owns more than

            fifty percent (50%) of the total fair market value or of the

            combined voting power of the Bank's or of the Holding Company's

            outstanding capital stock, the acquisition of additional capital

            stock by such Person is not considered a Change of Control of the

            Bank or of the Holding Company; provided further, that an increase

            in the percentage of stock owned by a Person as a result of a

            transaction in which the Bank or the Holding Company acquires its

            capital stock in exchange for property will be treated as an

            acquisition of capital stock for purposes of this Section 1.1.5(a);

            or



                  (b)   a change in the effective control of the Bank or of the

            Holding Company, whereby either:



                        (i)   a Person acquires (or has acquired during the

                  preceding twelve (12) month period ending on the date of the

                  most recent acquisition by such Person), directly or

                  indirectly, ownership of a number of shares of capital stock

                  of the Bank or of the Holding Company which constitutes

                  thirty-five percent (35%) or more of the combined voting

                  power of the Bank's or of the Holding Company's outstanding

                  capital stock; provided, however, that if a Person already

                  owns thirty-five percent (35%) or more of the combined voting

                  power of the Bank's or of the Holding Company's outstanding

                  capital stock, the acquisition of additional capital stock by

                  such Person is not considered a Change of Control of the Bank

                  or of the Holding Company; or

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