PEOPLES STATE BANK

                      INCENTIVE DEFERRED BONUS 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 banking centers through the leadership and

management of the Executive and to provide deferred compensation as an

incentive and reward for the Executive's contribution to the success of the

Bank.



                                   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 "Addendum A" means the description form attached to this

      Agreement, which is updated by the Plan Administrator on an annual basis.

      If there is a conflict in any terms or provisions between the Addendum A

      and this Agreement, the terms and provisions of this Agreement shall

      prevail.



            1.1.2 "Annual Deferred Amount" means the annual deferred

      compensation amount calculated in accordance with Addendum A



            1.1.3 "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.



            1.1.4 "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

            1.1.5 "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, a form of which is attached hereto as Exhibit B.

<PAGE>

            1.1.6 "Change of Control" means:



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

            Holdings, Inc. (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 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

            1.1.6(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

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