EMPLOYMENT AND CHANGE OF CONTROL AGREEMENT

                                         WITH

                                  DAVID A. SVACINA







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

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

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



     WITNESSETH:



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

has performed his duties in a highly satisfactory manner; and



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

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. Svacina agree as follows:



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

pursuant to the terms hereof, Mr. Svacina is hereby employed as the Executive

Vice President of the Bank; provided, however, that Mr. Svacina 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. Svacina 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  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. Svacina's death, or (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. Svacina 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

                                  -1-

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

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



     3.    Extent of Services.  Mr. Svacina 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. Svacina's devotion of a reasonable and de minimis portion of his attention

<PAGE>

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

hours shall not constitute a breach of the foregoing requirement.



     4.    Compensation and Reimbursement.



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

     annual amount of $110,000.  The Bank may increase Mr. Svacina's salary

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

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

     Mr. Svacina'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. Svacina shall be entitled to receive such additional compensation from

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

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