Exhibit 10.2





  NON-QUALIFIED RETIREMENT PLAN FOR DIRECTORS OF PEOPLES STATE BANK

 (As adopted May 18, 1981 and amended and terminated as of December 31,
 2000 as to any Bank director who did not have at least 15 years of service
 as a director on December 31, 2000)

     RESOLVED, that any and all directors who have served the Bank for

 fifteen (15) years or more shall, upon his or her retirement as a

 director, be paid a retirement payment quarterly of a sum equal to one-

 twentieth of 50% of his/her total earnings from the Bank during the five

 years immediately preceding his or her retirement as such director, such

 quarterly payment to be made for a period of five (5) years following his

 or her retirement; however, in the event of the death of such director

 prior to the expiration of said five (5) year period, the balance of said

 payments shall be paid either in one lump sum, or in payments to his or

 her estate, at the discretion of the Board of Directors; And, if any

 director who has served for more than fifteen (15) years shall die while

 serving as a director, then said pension payments shall be paid to his or

 her estate either in one lump sum or in payments, at the discretion of the

 Board of Directors.  Upon resignation by any of the original Board of

 Directors of said Bank, the status of "Director Emeritus" is hereby

 conferred upon said retiring director, and said Director Emeritus shall be

 entitled to attend all directors meetings thereafter, without vote, and

 without compensation for said attendance.