PSB 8-K (W0787674.DOC;1)

0000916480-14-000036.txt : 20140224 0000916480-14-000036.hdr.sgml : 20140224 20140224171622 ACCESSION NUMBER: 0000916480-14-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140219 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140224 DATE AS OF CHANGE: 20140224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSB HOLDINGS INC /WI/ CENTRAL INDEX KEY: 0000948368 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391804877 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26480 FILM NUMBER: 14637896 BUSINESS ADDRESS: STREET 1: 1905 WEST STEWART AVE CITY: WAUSAU STATE: WI ZIP: 54401 BUSINESS PHONE: 7158422191 MAIL ADDRESS: STREET 1: P.O. BOX 1686 CITY: WAUSAU STATE: WI ZIP: 54402-1686 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLES STATE BANK /WI/ DATE OF NAME CHANGE: 19950721 8-K 1 psb8k.htm PSB FORM 8-K PSB 8-K (W0787674.DOC;1)


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934




Date of Report (date of earliest event reported): February 19, 2014


PSB HOLDINGS INC.
(Exact name of registrant as specified in its charter)


WISCONSIN		0-26480	39-1804877
(State or other		(Commission File	(IRS Employer
jurisdiction of		Number)	Identification
incorporation)			Number)

1905 STEWART AVENUE
WAUSAU, WI 54401
(Address of principal executive offices, including Zip Code)

(715) 842-2191
Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 23.425)

£	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Section 5 – Corporate Governance and Management

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2014, PSB Holdings, Inc.’s wholly-owned subsidiary, Peoples State Bank (the “Bank”), entered into amendments to the Survivor Income Benefit Agreements (the “Benefit Agreements”) that are currently in place with Peter W. Knitt (PSB’s President and Chief Executive Officer), and Scott M. Cattanach (PSB’s Chief Financial Officer). These Benefit Agreements were originally entered into in connection with the Bank’s Survivor Income Benefit Plan, which was adopted as an inducement to encourage the Bank’s executive officers to permit the Bank to purchase life insurance policies on their lives, with the Bank as beneficiary on the policies. Under this plan, the Bank has purchased life insurance on the lives of a number of its senior officers, including Messrs. Knitt and Cattanach, and all premiums on these policies have been fully paid. Under the terms of the Benefit Agreements, the Bank has agreed to pay to the executive’s named beneficiary a one-time payment that is a multiple of the employee’s base salary up to a maximum amount. The payment is made out of insurance proceeds received, and no payment is made unless the Bank holds an insurance policy on the executive’s life and the executive dies while employed by the Bank. The maximum payment obligation under the plan is capped at $900,000 for Mr. Knitt and $450,000 for Mr. Cattanach. If Mr. Knitt or Mr. Cattanach leave the Bank’s employ for any reason other than death prior to age 67 (e.g., through retirement), no benefit is paid under this plan, unless the departure from the Bank was due to a permanent disability prior to age 67, in which case the death of Mr. Knitt or Mr. Cattanach would also give rise to a benefit under the plan.

The amendments to the Benefit Agreements provide that any payments made to Mr. Knitt or Mr. Cattanach under the Benefit Agreements will consist of a split dollar life insurance death benefit, which is intended to make the payments nontaxable to the beneficiary.

The foregoing description of the amendments to the Benefit Agreements is qualified in its entirety by reference to the complete terms of the Benefit Agreements, as amended, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

Exhibit 10.1

Survivor Income Benefit Agreement dated as of April 27, 2007, as amended by Amendment No. 1 dated as of January 27, 2010, and Amendment No. 2 dated as of February 19, 2014 (Peter W. Knitt).

Exhibit 10.2

Survivor Income Benefit Agreement dated as of February 16, 2005, as amended by Amendment No. 1 dated as of January 28, 2010, and Amendment No. 2 dated as of February 19, 2014 (Scott M. Cattanach).

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PSB HOLDINGS, INC.

Date: February 24, 2014

By: SCOTT M. CATTANACH

Scott M. Cattanach

Treasurer

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EXHIBIT INDEX

FORM 8-K

PSB HOLDINGS, INC.

dated February 19, 2014

Pursuant to Section 102(d) of Regulation S-T

(17 C.F.R. Section 232.102(d))

Exhibit 10.1

Survivor Income Benefit Agreement dated as of April 27, 2007, as amended by Amendment No. 1 dated as of January 27, 2010, and Amendment No. 2 dated as of February 19, 2014 (Peter W. Knitt).

Exhibit 10.2

Survivor Income Benefit Agreement dated as of February 16, 2005, as amended by Amendment No. 1 dated as of January 28, 2010, and Amendment No. 2 dated as of February 19, 2014 (Scott M. Cattanach).

-4-

EX-10.1 3 psbex101.htm PSB EXHIBIT 10.1 PSB Exhibit 10.1 (W0787678.DOC;1)

Exhibit 10.1

SURVIVOR INCOME BENEFIT AGREEMENT

THIS AGREEMENT, entered into this 27 day of April

, 2007, is made by and between Peoples State Bank, a state-chartered commercial bank with its principal office located in Wausau, Wisconsin (hereafter the “Bank”) and Peter W. Knitt (hereafter the “Executive”).

INTRODUCTION

To encourage the Executive to remain an employee of the Bank, the Bank is willing to provide survivorship benefits to the Executive’s beneficiary if the Executive dies prior to terminating employment or dies while receiving disability benefits subsequent to terminating employment with the Bank as a result of a disability. The Bank will pay the benefits from its general assets, but only so long as one of its general assets is a life insurance policy on the Executive’s life.

AGREEMENT

The Executive and the Bank agree as follows:

Article 1

Survivorship Benefit

1.1

Death Prior to Executive Attaining Age Sixty-seven (67) and prior to Termination of Employment. If the Executive dies before otherwise terminating employment with the Bank prior to the Executive attaining age sixty-seven (67), the Bank shall pay the Executive’s beneficiary a Survivor Income Benefit amount equal to Four Hundred percent (400%) of the Executive’s annual base salary as of the date of the Executive’s death. The amount of Survivorship Benefit so determined herein shall be paid to the Executive’s beneficiary within sixty (60) days following the date of the Executive’s death.

1.2

Death Prior to Executive Attaining Age Sixty-seven (67) and Subsequent to the Disability of the Executive. If the Executive’s employment is terminated due to Disability and the Executive thereafter dies prior to attaining age sixty-seven (67), the Bank shall pay the Executive’s beneficiary a Survivorship Benefit amount equal to Four Hundred percent (400%) of Executive’s annual base salary that was in effect at the time of the Executive’s termination of employment due to Disability. Disability means (i) the inability of the Executive to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of more than twelve (12) months, or (ii) the receipt of income replacement benefits for a period of more than three (3) months under a Bank-sponsored accident and health plan covering the Executive due to a medically determinable physical or mental impairment which is expected to result in death or is expected to last for a continuous period of more than twelve (12) months. The Executive must submit proof to the Bank of the carrier’s or Social Security Administration’s determination upon the request of the Bank. The amount of Survivor Income Benefit so determined herein shall be paid to the Executive’s beneficiary within sixty (60) days following the date of the Executive’s death.

1.3 Death of the Executive Subsequent to the Executive Attaining Age Sixty-seven (67). No benefits shall be payable under this Agreement if the Executive dies after attaining age sixty-seven (67).

1.4 Suicide or Misstatement. The Bank shall not pay any benefit under this Agreement if the Executive commits suicide within two (2) years after the date of this Agreement. In addition, the Bank shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on any application for life insurance owned by the Bank on the Executive’s life that results in the Bank being unable to collect the total death proceeds from such policies.

Article 2

Beneficiaries

2.1

Beneficiary Designations. The Executive shall designate a beneficiary by filing a written designation with the Bank. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and accepted by the Bank during the Executive’s lifetime. The Executive’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive’s surviving spouse, if any, and if none, to the Executive’s surviving children and the descendants of any deceased child by right of representation, and if no children or descendants survive, to the Executive’s estate.

2.2

Facility of Payments. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Bank may pay such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Bank may require proof of incompetency, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Bank from all liability with respect to such benefit.

Article 3

Claims and Review Procedures

3.1

Claims Procedure. An Executive or Beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:

3.1.1

Initiation – Written Claim. The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits.

3.1.2

processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days by notifying the claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision. If there is an extension, a decision on the claim shall be made as soon as possible, but not later than one hundred eighty (180) days after receipt by the Plan Administrator of your initial claim for benefits.

3.1.3

Notice of Decision. If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)

The specific reasons for the denial;

(b)

A reference to the specific provisions of the Agreement on which the denial is based;

(c)

A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

(d)

An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

(e)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

3.2

Review Procedure. If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:

3.2.1

Initiation – Written Request. To initiate the claim denial review, the claimant, within sixty (60) days after receiving the Plan Administrator’s notice of denial, must file with the Plan Administrator a written request for review.

3.2.2

Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records, and other information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

3.2.3

Considerations on Review. In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

3.2.4

Timing of Plan Administrator Response. The Plan Administrator shall respond in writing to such claimant within sixty (60) days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional sixty (60) days by notifying the claimant in writing, prior to the end of the initial sixty (60) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision. This extension may only be made where there are special circumstances which are communicated to you in writing within the initial sixty (60) day period. If there is an extension, a decision on your appeal shall be made as soon as possible, but not later than one hundred twenty (120) days after receipt by the Plan Administrator of your initial claim for review.

3.2.5

Notice of Decision. The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)

The specific reasons for the denial;

(b)

A reference to the specific provisions of the Agreement on which the denial is based;

(c)

A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 4

Amendments and Termination

4.1 Amendments and Termination This Agreement may be amended or terminated only by a written agreement signed by the Bank and the Executive.

Article 5

Miscellaneous

5.1 Exclusive Agreement / Binding Effect. This Agreement is the entire agreement between the Bank and the Executive, written or oral, related to the Bank’s obligation to pay any

death benefits to the Executive’s beneficiaries or survivors. This Agreement supercedes all prior agreements, understanding and negotiations. This Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, administrators and transferees.

5.2 No Guaranty of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Bank, nor does it interfere with the Bank’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

5.3 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of Wisconsin, except to the extent preempted by the laws of the United States of America.

5.4

Unfunded Plan. The beneficiary is a general unsecured creditor of the Bank for the payment of benefits under this Agreement. The benefits represent the mere promise by the Bank to pay such benefits. The beneficiary’s rights to such benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Bank to which the Executive and the designated beneficiary have no preferred or secured claim.

5.5

Full Obligation. Notwithstanding any provision to the contrary, when the Bank has paid a Survivorship benefit under any section of the Agreement, the Bank has completed its obligation to the Executive.

5.6

Named Fiduciary. The Bank shall be the named fiduciary and plan administrator under this Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

********

IN WITNESS WHEREOF, a duly authorized officer of the Bank and the Executive have signed this Agreement as of the day first noted above.

BANK:

Peoples State Bank

By:

/s/ DONNA STAPLES

Its:

VP, DIRECTOR OF HR

EXECUTIVE:

/s/ PETER W. KNITT

Peter W. Knitt

Amendment #1 to Survivor Income Benefit Agreement

This Amendment #1, dated January 27, 2010 is to the Survivor Income Benefit Agreement dated as of April 27,2007 (“ Agreement”) by and between Peoples State Bank, Wausau, Wisconsin (“Bank”) and Peter W Knitt (“Executive”).

Article 1 – Survivorship Benefit

The following portions of the “Article 1- Survivorship Benefit” are amended in its entirety to read as shown below. All other sections of Article 1 remain unchanged.

1.1 Death Prior to Executive Attaining Age Sixty-seven (67) and prior to Termination of Employment. If the Executive dies before otherwise terminating employment with the Bank prior to the Executive attaining age sixty-seven (67), the Bank shall pay the Executive’s beneficiary a Survivor Income Benefit amount equal to Four Hundred percent (400%) of the Executive’s annual base salary as of the date of the Executive’s death not to exceed Nine Hundred Thousand dollars ($900,000). The amount of Survivorship Benefit so determined herein shall be paid to the Executive’s beneficiary within sixty (60) days following the date of the Executive’s death.

1.2 Death Prior to Executive Attaining Age Sixty-seven (67) and Subsequent to the Disability of the Executive. If the Executive’s employment is terminated due to Disability and the Executive thereafter dies prior to attaining age sixty-seven (67), the Bank shall pay the Executive’s beneficiary a Survivor Income Benefit amount equal to Four Hundred percent (400%) of the Executive’s annual base salary that was in effect at the time of the Executive’s termination of employment due to Disability not to exceed Nine Hundred Thousand dollars ($900,000). Disability means (i) the inability of the Executive to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of more than twelve (12) months, or (ii) the receipt of income replacement benefits for a period of more than three (3) months under a Bank-sponsored accident and health plan covering the Executive due to a medically determinable physical or mental impairment which is expected to result in death or is expected to last for a continuous period of more than twelve (12) months. The Executive must submit proof to the Bank of the carrier’s or Social Security Administration’s determination upon the request of the Bank. The amount of Survivor Income Benefit so determined herein shall be paid to the Executive’s beneficiary within sixty (60) days following the date of the Executive’s death.

Therefore, the Bank and the Executive have caused this Amendment #1 to be executed as of the date indicated above.

PEOPLES STATE BANK

EXECUTIVE

BY:/s/ DONNA STAPLES

/s/ PETER W. KNITT

SURVIVOR INCOME BENEFIT AGREEMENT – AMENDMENT No. 2

This amendment, entered into this 19 day of

Feb

, 2014, is made by and between Peoples State Bank, a state-chartered commercial bank with its principal office located in Wausau, Wisconsin (hereafter the “Bank”), and Peter W Knitt (hereafter the “Executive”), amended pursuant to Article 4.1 of the Survivor Income Benefit Agreement dated April 27, 2007 (hereafter the “Agreement”).

Pursuant to this Amendment No. 2, Article 1.1, Article 1.2, and Article 1.4 of the Agreement dated February 16, 2005 are deleted in their entirety and replaced with the following:

1.1

Death Prior to Executive Attaining Age Sixty-seven (67) and prior to Termination of Employment. If the Executive dies before otherwise terminating employment with the Bank prior to the Executive attaining age sixty-seven (67), the Bank shall pay the Executive’s beneficiary a Survivorship Benefit payment consisting of, and representing, a split dollar life insurance death benefit equal to Four Hundred percent (400%) of the Executive’s annual base salary as of the date of the Executive’s death not to exceed Nine Hundred Thousand Dollars ($900,000). The amount of Survivorship Benefit so determined herein shall be paid to the Executive’s beneficiary within sixty (60) days following the date of the Executive’s death.

1.2

Death Prior to Executive Attaining Age Sixty-seven (67) and Subsequent to the Disability of the Executive. If the Executive’s employment is terminated due to Disability and the Executive thereafter dies prior to attaining age sixty-seven (67), the Bank shall pay the Executive’s beneficiary a Survivorship Benefit payment consisting of, and representing, a split dollar life insurance death benefit equal to Four Hundred percent (400%) of the Executive’s annual base salary that was in effect at the time of the Executive’s termination of employment due to Disability not to exceed Nine Hundred Thousand Dollars ($900,000). Disability means (i) the inability of the Executive to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of more than twelve (12) months, or (ii) the receipt of income replacement benefits for a period of more than three (3) months under a Bank-sponsored accident and health plan covering the Executive due to a medically determinable physical or mental impairment which is expected to result in death or is expected to last for a continuous period of more than twelve (12) months. The Executive must submit proof to the Bank of the carrier’s or Social Security Administration’s determination upon the request of the Bank. The amount of Survivor Income Benefit so determined herein shall be paid to the Executive’s beneficiary within sixty (60) days following the date of the Executive’s death.

1.4 Suicide or Misstatement. The Bank shall not pay any benefit under the Agreement if the Executive commits suicide within two (2) years after the date of this Agreement Amendment. In addition, the Bank shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on any application for life insurance owned by the Bank on the Executive’s life that results in the Bank being unable to collect the total death proceeds from such policies.

All other Articles of the Agreement remain in full force and effect.

IN WITNESS WHEREOF, a duly authorized officer of the Bank and the Executive have signed this Agreement as of the day first noted above.

BANK:

Peoples State Bank

By:

/s/ DONNA STAPLES

Its:

SVP – HR

EXECUTIVE:

/s/ PETTER W. KNITT

Peter W Knitt

EX-10.2 4 psbes102.htm PSB EXHIBIT 10.2 PSB Exhibit 10.2 (W0787685.DOC;1)

Exhibit 10.2

SURVIVOR INCOME BENEFIT AGREEMENT

THIS AGREEMENT, entered into this 16^th

day of February, 2005, is made by and between Peoples State Bank, a state-chartered commercial bank with its principal office located in Wausau, Wisconsin (hereafter the “Bank”) and Scott M. Cattanach (hereafter the “Executive”).

INTRODUCTION

AGREEMENT

The Executive and the Bank agree as follows:

Article 1

Survivorship Benefit

1.1

Death Prior to Executive Attaining Age Sixty-seven (67) and prior to Termination of Employment. If the Executive dies before otherwise terminating employment with the Bank prior to the Executive attaining age sixty-seven (67), the Bank shall pay the Executive’s beneficiary a Survivor Income Benefit amount equal to Three Hundred percent (300%) of the Executive’s annual base salary as of the date of the Executive’s death. The amount of Survivorship Benefit so determined herein shall be paid to the Executive’s beneficiary within sixty (60) days following the date of the Executive’s death.

1.2

Death Prior to Executive Attaining Age Sixty-seven (67) and Subsequent to the Disability of the Executive. If the Executive’s employment is terminated due to Disability and the Executive thereafter dies prior to attaining age sixty-seven (67), the Bank shall pay the Executive’s beneficiary a Survivorship Benefit amount equal to Three Hundred percent (300%) of Executive’s annual base salary that was in effect at the time of the Executive’s termination of employment due to Disability. Disability means (i) the inability of the Executive to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of more than twelve (12) months, or (ii) the receipt of income replacement benefits for a period of more than three (3) months under a Bank-sponsored accident and health plan covering the Executive due to a medically determinable physical or mental impairment which is expected to result in death or is expected to last for a continuous period of more than twelve (12) months. The Executive must submit proof to the Bank of the carrier’s or Social Security Administration’s determination upon the request of the Bank. The amount of Survivor Income Benefit so

determined herein shall be paid to the Executive’s beneficiary within sixty (60) days following the date of the Executive’s death.

1.3 Death of the Executive Subsequent to the Executive Attaining Age Sixty-seven (67). No benefits shall be payable under this Agreement if the Executive dies after attaining age sixty-seven (67).

Article 2

Beneficiaries

2.1

2.2

Article 3

Claims and Review Procedures

3.1

3.1.1

Initiation – Written Claim. The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits.

3.1.2

Timing of Plan Administrator Response. The Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days by notifying the claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision. If there is an extension, a decision on the claim shall be made as soon as possible, but not later than one hundred eighty (180) days after receipt by the Plan Administrator of your initial claim for benefits.

3.1.3

(a)

The specific reasons for the denial;

(b)

A reference to the specific provisions of the Agreement on which the denial is based;

(c)

A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

(d)

An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

(e)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

3.2

Review Procedure. If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:

3.2.1

3.2.2

3.2.3

3.2.4

3.2.5

(a)

The specific reasons for the denial;

(b)

A reference to the specific provisions of the Agreement on which the denial is based;

(c)

(d)

A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 4

Amendments and Termination

4.1 Amendments and Termination This Agreement may be amended or terminated only by a written agreement signed by the Bank and the Executive.

Article 5

Miscellaneous

5.1 Exclusive Agreement / Binding Effect. This Agreement is the entire agreement between the Bank and the Executive, written or oral, related to the Bank’s obligation to pay any death benefits to the Executive’s beneficiaries or survivors. This Agreement supercedes all prior agreements, understanding and negotiations. This Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, administrators and transferees.

5.3 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of Wisconsin, except to the extent preempted by the laws of the United States of America.

5.4 Unfunded Plan. The beneficiary is a general unsecured creditor of the Bank for the payment of benefits under this Agreement. The benefits represent the mere promise by the Bank to pay such benefits. The beneficiary’s rights to such benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Bank to which the Executive and the designated beneficiary have no preferred or secured claim.

5.5

5.6

********

IN WITNESS WHEREOF, a duly authorized officer of the Bank and the Executive have signed this Agreement as of the day first noted above.

BANK:

Peoples State Bank

By:

/s/ DAVID SVACINA

Its:

EXEC VICE PRES.

EXECUTIVE:

/s/ SCOTT M. CATTANACH

Amendment #1 to Survivor Income Benefit Agreement

This Amendment #1, dated January 28, 2010 is to the Survivor Income Benefit Agreement dated as of February 16, 2005 (“ Agreement”) by and between Peoples State Bank, Wausau, Wisconsin (“Bank”) and Scott M. Cattanach (“Executive”).

Article 1 – Survivorship Benefit

The following portions of the “Article 1- Survivorship Benefit” are amended in its entirety to read as shown below. All other sections of Article 1 remain unchanged.

Therefore, the Bank and the Executive have caused this Amendment #1 to be executed as of the date indicated above.

PEOPLES STATE BANK

EXECUTIVE

BY:/s/ DONNA STAPLES

/s/ SCOTT M. CATTANACH

SURVIVOR INCOME BENEFIT AGREEMENT – AMENDMENT No. 2

This amendment, entered into this 19th day of February, 2014, is made by and between Peoples State Bank, a state-chartered commercial bank with its principal office located in Wausau, Wisconsin (hereafter the “Bank”), and Scott M. Cattanach (hereafter the “Executive”), amended pursuant to Article 4.1 of the Survivor Income Benefit Agreement dated February 16, 2005 (hereafter the “Agreement”).

Pursuant to this Amendment No. 2, Article 1.1, Article 1.2, and Article 1.4 of the Agreement dated February 16, 2005 are deleted in their entirety and replaced with the following:

1.1

Death Prior to Executive Attaining Age Sixty-seven (67) and prior to Termination of Employment. If the Executive dies before otherwise terminating employment with the Bank prior to the Executive attaining age sixty-seven (67), the Bank shall pay the Executive’s beneficiary a Survivorship Benefit payment consisting of, and representing, a split dollar life insurance death benefit equal to Four Hundred percent (400%) of the Executive’s annual base salary as of the date of the Executive’s death not to exceed Nine Hundred Thousand Dollars ($900,000). The amount of Survivorship Benefit so determined herein shall be paid to the Executive’s beneficiary within sixty (60) days following the date of the Executive’s death.

1.2

Death Prior to Executive Attaining Age Sixty-seven (67) and Subsequent to the Disability of the Executive. If the Executive’s employment is terminated due to Disability and the Executive thereafter dies prior to attaining age sixty-seven (67), the Bank shall pay the Executive’s beneficiary a Survivorship Benefit payment consisting of, and representing, a split dollar life insurance death benefit equal to Four Hundred percent (400%) of the Executive’s annual base salary that was in effect at the time of the Executive’s termination of employment due to Disability not to exceed Nine Hundred Thousand Dollars ($900,000). Disability means (i) the inability of the Executive to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of more than twelve (12) months, or (ii) the receipt of income replacement benefits for a period of more than three (3) months under a Bank-sponsored accident and health plan covering the Executive due to a medically determinable physical or mental impairment which is expected to result in death or is expected to last for a continuous period of more than twelve (12) months. The Executive must submit proof to the Bank of the carrier’s or Social Security Administration’s determination upon the request of the Bank. The amount of Survivor Income Benefit so determined herein shall be paid to the Executive’s beneficiary within sixty (60) days following the date of the Executive’s death.

All other Articles of the Agreement remain in full force and effect.

IN WITNESS WHEREOF, a duly authorized officer of the Bank and the Executive have signed this Agreement as of the day first noted above.

BANK:

Peoples State Bank

By:

/s/ DONNA STAPLES

Its:

SVP – HR

EXECUTIVE:

/s/ SCOTT M. CATTANACH

Scott M. Cattanach