Exhibit 10.2


  NON-QUALIFIED RETIREMENT PLAN FOR DIRECTORS OF PEOPLES STATE BANK


     1.   A director who had served the Bank as a director for 15 years or
 more shall, upon retirement as a director on or before of December 31,
 2000, be paid a retirement payment quarterly in an amount equal to one-
 twentieth of 50% of his total directors' compensation during the five
 years immediately preceding retirement as such director, such quarterly
 payment to be made for a period of five years following his retirement;
 provided, however, that in the event of the death of such director prior
 to the expiration of said five year period, the balance of said payments
 shall be paid either in one lump sum, or in payments to his estate, at the
 discretion of the Board of Directors.

     2.   Each director who had served the Bank as a director for 15 years
 or more on December 31, 2000, but whose service terminates after that
 date, and each director who had served the Bank as a director for fewer
 than 15 years as of December 31, 2000 shall be entitled to receive his
 accrued benefit as of December 31, 2000 in one or more installments
 payable in 2001 or 2002, as elected by the director with the consent of
 the Board.  The accrued benefit of directors who had not completed 15
 years of service on December 31, 2000 shall determined on a pro rata basis
 computed by the number of months served divided by 180.