EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT

                                           WITH

                                       DAVID K. KOPPERUD







     THIS AGREEMENT, made January 1, 2003, by and between Peoples State Bank,

Wausau, Wisconsin, a Wisconsin banking corporation, ("the Bank") and David K.

Kopperud, of Wausau, Wisconsin ("Mr. Kopperud").



     WITNESSETH:



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

Kopperud has performed his duties in a highly satisfactory manner; and



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

Mr. Kopperud 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. Kopperud agree as follows:



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

pursuant to the terms hereof, Mr. Kopperud is hereby employed as the President

and Chief Executive Officer of the Bank and Mr. Kopperud agrees to serve in

such capacity on the terms and conditions hereinafter set forth.



     2.    Term.  The term of this agreement shall commence on  January 1, 2003

(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. Kopperud's death, (b) the third anniversary of

the Commencement Date and (c) the date to which the term of this agreement has

most recently been automatically extended pursuant to the following sentence.

On the last day of each calendar month which commences on or after the

Commencement Date, the term of this agreement shall automatically be extended

for one calendar month; provided, however, that automatic extensions of the

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

this sentence shall cease on the first to occur of (x) either the Bank or Mr.

Kopperud giving to the other, at any time on or after the Commencement Date, a

written notice that no, or no further, as the case may be, automatic extensions

of the term of this agreement shall thereafter occur, but the giving of such a

notice shall not affect any previous extensions, or (y) Mr. Kopperud's 62nd

birthday.

                                      -1-

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. Kopperud's employment is terminated pursuant to paragraphs 5 or 8.



     3.    Extent of Services.  Mr. Kopperud 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. Kopperud'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. Kopperud a salary based on

     an annual amount of $170,000.  The Bank may increase Mr. Kopperud's salary

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

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

     Mr. Kopperud'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. Kopperud shall be entitled to receive such additional compensation

     from the Bank as may be provided for officers 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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