EMPLOYMENT AGREEMENT





      THIS AGREEMENT, made September 30, 2003, by and between Peoples State

Bank, Wausau, Wisconsin, a Wisconsin banking corporation, ("the Bank") and Todd

R. Toppen, of Wausau, Wisconsin ("Mr. Toppen").



      WITNESSETH:



      WHEREAS, the Bank has employed Mr. Toppen for many years and Mr. Toppen

has performed his duties in a highly satisfactory manner; and



      WHEREAS, the Bank wished to continue to employ Mr. Toppen and Mr. Toppen

wishes to continue his employment by the Bank on the terms and conditions

hereinafter provided;



      NOW, THEREFORE, in consideration of the premises, covenants and mutual

agreements contained herein, the Bank and Mr. Toppen agree as follows:



      1.    Employment.  Subject to the earlier termination of this agreement

pursuant to the terms hereof, Mr. Toppen is hereby employed effective as of the

date first written above (the "Commencement Date") as Vice President of the

Bank; provided, however, that Mr. Toppen may be employed in such other capacity

as the Board of Directors of the Bank shall deem appropriate and in the best

interests of the Bank.  Mr. Toppen agrees to serve in such capacity or

capacities on the terms and conditions hereinafter set forth.



      2.    Term.  The term of this agreement shall commence on  the

Commencement Date and shall end at midnight on the Expiration Date.  For

purposes of this agreement, the term "Expiration Date" shall mean the first to

occur of (a) the date of Mr. Toppen's death, or (b) the later of (1) the first

anniversary of the Commencement Date and (2) the date to which the term of this

agreement has most recently been extended pursuant to the following sentence.

On the first anniversary of the Commencement Date (and on the first anniversary

of each subsequent extension of the term of this agreement), the term of this

agreement shall automatically be extended for one year unless not less than 90

days prior to the Expiration Date of the original or any extended term, either

party gives notice to the other that automatic extensions of the term of this

agreement (and, consequently, the Expiration Date) pursuant to this sentence

shall cease.  The term "Term of Employment" shall mean the period beginning on

the Commencement Date and ending on the earlier of the Expiration Date or the

date on which Mr. Toppen's employment is terminated pursuant to paragraphs 5 or

8.



      3.    Extent of Services.  Mr. Toppen agrees to devote his full-time

attention and efforts (except during vacation periods, periods of illness and

other approved absences as provided for in paragraph 4(c)) to the duties of any

office held by him during the Term of Employment, provided, however, that Mr.

Toppen's devotion of a reasonable and de minimis portion of his attention or

efforts to the management of his personal affairs during normal business hours

shall not constitute a breach of the foregoing requirement.

<PAGE>

      4.    Compensation and Reimbursement.



            (a)   Salary.  The Bank shall pay to Mr. Toppen a salary based on

      an annual amount of $94,000.  The Bank may increase Mr. Toppen's salary

      from the amount specified herein during the Term of Employment, but may

      not decrease Mr. Toppen's salary from any previously established amount.

      Mr. Toppen's salary shall be payable at such times and in such

      installments as are consistent with the manner in which the salaries of

      other executive officers of the Bank are paid.



            (b)   Incentive Compensation.  During the Term of Employment, Mr.

      Toppen shall be entitled to receive such additional compensation from the

      Bank as may be provided for officers of commensurate position or rank

      under the terms of any incentive program from time to time maintained and

      in effect at the Bank for executive officers.

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