PEOPLES STATE BANK AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

Exhibit 10.5

PEOPLES STATE BANK
AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

PEOPLES STATE BANK
AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN

     WHEREAS, Peoples State Bank, a Michigan corporation (hereinafter referred to as the “Bank”), established the Peoples State Bank Deferred Compensation Plan (hereinafter referred to as the “Plan”) for certain Officers and Directors of the Bank, effective as of July 1, 1995.

     WHEREAS, the Bank amended and restated the Plan, effective as of January 1, 1997 (“Prior Amendment”).

     WHEREAS, the Bank hereby amends and restates the Plan in order to comply with the applicable provisions of the American Jobs Creation Act of 2004, Internal Revenue Code Section 409A (“Section 409A”).

     NOW, THEREFORE, the Bank hereby amends and restates the Plan and Prior Amendment in its entirety, effective as of January 1, 2005.

PURPOSE

     The purpose of this Plan is to provide a means by which certain Officers and Directors of the Bank may elect to defer the receipt of certain compensation.

ARTICLE I. DEFINITIONS

     1.01. “Beneficiary” means the individual, trust or estate designated by the Participant to receive the Participant’s benefits after his death on a Designation of Beneficiary form prescribed by the Committee and filed with the Bank before the Participant’s death. A Participant may revoke, amend or alter such Beneficiary designation at any time. In the absence of an effective designation of Beneficiary, or if the Beneficiary does not survive the Participant, the Participant’s benefits shall be paid to the individual in (or paid in equal shares by right of representation to the individuals in) the first of the following classes of successive preference Beneficiaries in which there shall be an individual surviving such Participant: (a) his spouse,(b) his issue; (c) his parents; or (d) his brothers and sisters and issue thereof. If no such Beneficiary survives the Participant, the Participant’s benefits shall be paid to the Participant’s estate.

     1.02. “Bank” means Peoples State Bank, a Michigan corporation, and any successor, and any organization into which or with which the Bank may merge or consolidate or to which all or substantially all of the Bank’s assets may be transferred.

     1.03. “Board of Directors” or “Board” means the board of directors of Peoples State Bank. For purposes of determining which Directors are eligible to participate in the Plan and effective with respect to all director fees payable on or after September 1, 2003, “Board of Directors” or “Board” shall include the members of the board of directors of PSB Group, Inc. (the “Holding Company”).

     1.04. “Change in Control” means the time any person or entity acquires 50% or more the Holding Company’s outstanding voting stock. Notwithstanding the aforementioned, no event shall be considered a Change in Control, unless the event also constitutes a change in the ownership or effective control pursuant to Section 409A(a)(2)(A)(v) and the final regulations promulgated thereunder.

     1.05. “Committee” means the Compensation and Benefits Committee appointed by the Board of Directors to administer the Plan, or any successor thereto.

     1.06. “Deferred Benefit” means the benefit payable to, or on behalf of, a Participant upon his retirement, death, disability, or termination of employment from the Bank or upon the cessation of service as a Director of the Bank, as calculated under Article VII hereof.

     1.07. “Deferred Benefit Account” means the account or accounts maintained on the books of the Bank for each Participant pursuant to Article VI. A Participant’s Deferred Benefit Account shall be utilized solely as a device for the measurement and determination of the amounts to be paid to the Participant shall not constitute or be treated as a trust fund of any kind.

     1.08. “Director” means a director on the Board of Directors of the Bank or the Holding Company.

     1.09. “Disability” or “Disabled Participant” means an inability 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 not less than 12 months or is by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Bank.

     1.10. “Effective Date” means January 1, 2005.

     1.11. “Normal Retirement Age” means the time at which a Participant attains age 65.

     1.12. “Officer” means a person employed as an officer of the Bank.

     1.13. “Participant” means each individual who is a Director or any individual who is an Officer designated by the Committee as eligible to participate in this Plan and who elects to participate by filing a Participation Agreement, as provided in ARTICLE IV.

     1.14. “Participation Agreement” means the agreement filed by a Participant prior to the beginning of the first period for which the Participant’s compensation is to be deferred pursuant to the Plan.

     1.15. “Plan” means the Peoples State Bank Deferred Compensation Plan as set forth herein and as may be amended from time to time.

     1.16. “Plan Year” means the calendar year, except that the first Plan Year shall be a short Plan Year and shall begin on July 1, 1995, the date this Plan is executed by the Bank, and shall end on December 31, 1995.

     1.17. “Separation from Service” means the Participant’s termination of employment or cessation from service as a Director for any reason other than death provided the termination of employment or cessation from service as a Director is a Separation from Service as defined in Section 409A and the regulations promulgated thereunder.

     1.18. “Specified Employee” means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise.

ARTICLE II. ADMINISTRATION

     2.01. Administration of the Plan. The Plan shall be administered by the Committee which shall have full and exclusive power to interpret the Plan, to determine the amount and manner of any deferrals and payments and to adopt such rules and regulations as are necessary for its administration. A member of the Committee who is a Participant shall not vote on any question relating specifically to himself; and, in the event the remaining members of the Committee are unable to come to a determination of any question, the same shall be determined by the Board of Directors. The decisions of the Committee shall be final and conclusive on all persons and the Committee shall not be subject to liability thereon. The Committee may delegate specific responsibilities it assumes under this Plan which are administrative or ministerial in nature by notifying a delegate as to the duties and responsibilities delegated.

     2.02. Claims Procedure. Claims for benefits under the Plan shall be made in writing to the Committee. If a claim for benefits is wholly or partially denied, the Committee shall, within a reasonable period of time, but not later than 90 days after receipt of the claim, provide the claimant notice written in a manner calculated to be understood by the claimant of:

          (a) The specific reason or reasons for denial;

          (b) Specific reference to the pertinent Plan provisions on which the denial is based;

          (c) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

          (d) Any explanation of the Plan’s claim review procedure.

A Participant whose claim for benefits under the Plan has been denied, or his duly authorized representative, may request a review upon written application to the Committee, may review pertinent documents, and may submit issues and comments in writing. The claimant’s written request for review must be submitted to the Committee within 60 days after receipt by the claimant of written notification of the denial of a claim. A decision by the Committee shall be made promptly, and not later than 60 days after the Committee’s receipt of a request for review,

unless special circumstances require an extension of time for proceeding, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. The decision on review shall be in writing and shall include specific reasons for the decision, specific reference to the pertinent Plan provision on which the decision is based, and be written in a manner calculated to be understood by the claimant.

ARTICLE III. PARTICIPATION

     3.01. Eligibility to Participate. Each Director and any Officer who is designated by the Committee