As filed with the Securities and Exchange Commission on November 16, 2001
                                            Registration No. 333-____________



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------

                           FIRST BANKING CENTER, INC.
              (Exact name of registrant a specified in its charter)

         Wisconsin                                            39-1391327
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                              400 Milwaukee Avenue
                                 Burlington, WI
                    (Address of principal executive offices)

                                                              53105
                                                            (Zip Code)
                            First Banking Center,Inc.
                            1994 Incentive Stock Plan
                            (Full title of the plan)
                              --------------------

                                Brantly Chappell
                              400 Milwaukee Avenue
                              Burlington, WI 53105
                     (Name and address of agent for service)

                                 (262) 763-3581
          (Telephone number, including area code of agent for service)
                               -------------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
<CAPTION>
 Title of securities to be registered    Amount to be     Proposed maximum     Proposed maximum       Amount of
                                         registered (1)   offering price per       aggregate       registration fee
                                                              share (2)        offering price (2)        (2)
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>                  <C>                 <C>
Common Stock...................            277,287               (2)
                                            shares                               $10,263,324         $2,566.00
====================================================================================================================
</TABLE>

<PAGE>

(1)  This Registration Statement covers the aggregate number of shares which may
     be issued upon the  exercise of options  which have been granted and may be
     granted in the future  under the terms of the First  Banking  Center,  Inc.
     1994  Incentive  Stock  Plan.  Pursuant  to  Rule  416,  this  Registration
     Statement  shall  also be  deemed  to  cover  an  indeterminate  number  of
     additional  shares of common  stock in the event the number of  outstanding
     shares of First Banking  Center,  Inc. is increased by stock splits,  stock
     dividends or similar transactions.

(2)  Estimated  pursuant to Rule 457(h),  solely for the purpose of  calculating
     the registration  fee as follows:  (a) the registration fee for the 122,164
     shares not presently  subject to options  under the Plan was  calculated by
     reference  to the  average of the bid and ask price on November  13,  2001,
     which was $41.50, for a total maximum offering price of $5,069,806; and (b)
     the registration  fee for the 155,123 shares  presently  subject to options
     under the Plan was  calculated by reference to the average  exercise  price
     which is $33.48 for a total maximum offering price of $5,193,518.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

     *   The  information  required  by  Items 1 and 2 of Part I  of Form S-8 is
         omitted from this  Registration  Statement in  accordance with the Note
         to Part I  of Form S-8 and Rule 428  promulgated  under the  Securities
         Act of 1933, as amended (the "Securities Act").

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         First Banking Center, Inc., a Wisconsin corporation (the "Registrant"),
         hereby  incorporates by reference into this registration statement (the
         "Registration Statement") the following:

         A.  Registrant's Annual Report  on Form  10-K for the fiscal year ended
             December 31, 2000, dated March 12, 2001.

         B.  Registrant's Quarterly Reports on Form 10-Q for  the quarters ended
             March 31, June 30 and September 30, 2001.

         C.  The description of the Registrant's common stock set forth  in  the
             Registrant's registration statement pursuant to Section 12  of  the
             Securities Exchange Act of 1934,   as amended (the "Exchange Act"),
             and  any amendment  or report filed for the purpose of updating any
             such description.

         D.  Proxy  Statement  dated   March 16,  2001  for  Annual  Meeting  of
             Shareholders of Registrant held on April 17, 2001.

     All  documents  subsequently  filed by the  Registrant  pursuant to Section
13(a)  and (c) of the  Exchange  Act and any  definitive  proxy  or  information
statements  filed pursuant to Section 14 of the Exchange Act in connection  with
any subsequent  shareholders'  meeting and any reports filed pursuant to Section
15(d) of the  Exchange  Act prior to the  filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  that have not been sold,  will be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such  documents.  Any  statement  contained  herein or any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent that a statement contained in any other subsequently filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed to constitute a part of this Registration Statement,  except as so
modified or superseded.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

<PAGE>

Item 6.  Indemnification of Directors and Officers.

     The Registrant is incorporated under the Wisconsin Business Corporation Law
(the "WBCL").  Under Section 180.0851 of the WBCL the Registrant shall indemnify
a director or officer,  to the extent such person is successful on the merits or
otherwise in the defense of a proceeding,  for all reasonable  expenses incurred
in the proceeding,  if such person was a party to such proceeding  because he or
she was a  director  or  officer  of the  Registrant.  In all other  cases,  the
Registrant  shall  indemnify a director or officer  against  liability  incurred
because he or she  breached  or failed to perform a duty owed to the  Registrant
incurred in a proceeding  to which such person was a party because he or she was
a director or officer of Registrant, unless liability was incurred because he or
she breached or failed to perform a duty owed to the  Registrant and such breach
or failure to perform constitutes: (i) a willful failure to deal fairly with the
Registrant or its shareholders in connection with a matter in which the director
or officer has a material  conflict of  interest;  (ii) a violation  of criminal
law,  unless the director or officer had reasonable  cause to believe his or her
conduct  was lawful or no  reasonable  cause to believe  his or her  conduct was
unlawful;  (iii) a  transaction  from which the  director or officer  derived an
improper  personal profit; or (iv) willful  misconduct.  Section 180.0858 of the
WBCL provides that subject to certain limitations, the mandatory indemnification
provisions do not preclude any additional right to  indemnification or allowance
of expenses that a director or officer may have under the Registrant's  articles
of  incorporation,  bylaws, a written  agreement between the director or officer
and the Registrant,  or a resolution of the Board of Directors,  or adopted by a
majority vote of the Registrant's shareholders.

     Section  180.0859 of the WBCL  provides that it is the public policy of the
State of Wisconsin to require or permit indemnification,  allowance of expenses,
and insurance to the extent  required or permitted  under  Sections  180.0850 to
180.0858 of the WBCL for any liability  incurred in connection with a proceeding
involving a federal or state statute,  rule or regulation  regulating the offer,
sale, or purchase of securities.

     The  Registrant's  Articles  of  Incorporation  contain  no  provisions  in
relation to the indemnification of directors and offices of the Registrant.

     Article  IX  of  the   Registrant's   Bylaws   ("Article  IX")   authorizes
indemnification of officers and directors of the Registrant  consistent with the
description of the indemnification provisions in Section 180.0851 of the WBCL as
described  above.  Article IX provides  that the  Registrant  shall  indemnify a
director or officer of the  Registrant  to the extent such  individual  has been
successful on the merits or otherwise in the defense of any threatened, pending,
or completed civil,  criminal,  administrative,  or investigative  action, suit,
arbitration,  or other  proceeding,  whether  formal or  informal,  to which the
director  or officer  was a party  because he or she is a director or officer of
the Registrant. In all other cases, the Registrant shall indemnify a director or
officer of the Registrant against liability and expenses incurred by such person
in a proceeding  unless  liability was incurred  because such person breached or
failed  to  perform  a duty  owed  to the  Registrant  under  the  circumstances
described above as set forth in Section 180.0851 of the WBCL. Article IX defines
a director or officer as (i) an  individual  who is or was a director or officer
of the  Registrant;  (ii) an individual  who, while a director or officer of the
Registrant, is or was serving pursuant to the Registrant's specific request as a
director,  officer, partner, trustee, member of any governing or decision making
committee,  employee,  or  agent  of  another  corporation,  partnership,  joint
venture,  or other  enterprise;  and  (iii) a person  who  while a  director  or
officer, is or was serving an employee benefit plan because his or her duties to
the  Registrant  also impose  duties on, or otherwise  involve  services by, the
person to the plan or to participants in or beneficiaries  of the plan.  Article
IX  indemnification  extends  to the  estate  or  personal  representative  of a
director or officer.

<PAGE>

     Upon  written  request  by a  director  or  officer  who  is a  party  to a
proceeding, the Registrant shall pay or reimburse his or her reasonable expenses
as incurred if the  director or officer  provides  the  Registrant  with : (i) a
written  affirmation  of his or her good faith belief that he or she is entitled
to indemnification  under Article IX and (ii) a written undertaking to repay all
amounts   advanced  to  the  extent  that  it  is  ultimately   determined  that
indemnification under Article IX is not required.  The Registrant shall have the
power to  purchase  and  maintain  insurance  on behalf of any  person  who is a
director or officer  against any liability  asserted  against or incurred by the
individual  in any  such  capacity  arising  out of his or her  status  as such,
regardless  of whether the  Registrant is required or authorized to indemnify or
allow expenses to the individual under Article IX.

     The right of indemnification under Article IX may be amended by a vote of a
majority  of  the  shares  present  or  represented  at  an  annual  or  special
shareholders meeting at which a quorum is present. Any reduction in the right to
indemnification  provided by Article IX would only be prospective  from the date
of the vote.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.     Exhibit

         3.1P            Articles of Incorporation, as amended, of First Banking
                         Center, Inc.

         3.2             Restated Bylaws of First Banking Center, Inc.

         3.3             First Banking Center, Inc. 1994  Incentive Stock  Plan,
                         as amended.

         3.4, 3.4(a)     Stock  Option Agreements for  use  with  First  Banking
                         Center, Inc. 1994 Incentive Stock Plan

         5.              Opinion of Davis & Kuelthau, s.c.

         23.1            Consent of Davis & Kuelthau, s.c. (contained in Exhibit
                         5)

         23.2            Consent of McGladrey & Pullen, LLP

         24              Powers of Attorney

<PAGE>

Item 9.  Undertakings.

         A.  The undersigned Registrant hereby undertakes:

             1. To file,  during any period  in which  offers or sales are being
                made, a post-effective amendment to this Registration Statement:

                (i)    To include any prospectus required by Section 10(a)(3) of
                       the Securities Act;

                (ii)   To reflect in the prospectus any facts or events  arising
                       after the effective date of the Registration Statement(or
                       the most recent  post-effective amendment  thereof)which,
                       individually or in the aggregate, represent a fundamental
                       change in the  information  set forth in the Registration
                       Statement. Notwithstanding the foregoing, any increase or
                       decrease  in  volume of securities  offered (if the total
                       dollar value of securities  offered would not exceed that
                       which was registered) and any  deviation from  the low or
                       high end of the estimated  maximum offering  range may be
                       reflected  in the  form of a  prospectus  filed  with the
                       Securities  and  Exchange  Commission  pursuant  to  Rule
                       424(b) if,  in the aggregate,  the changes in volume  and
                       price represent no more than a twenty percent (20%)change
                       in the maximum aggregate offering price set forth  in the
                       "Calculation of Registration Fee"  table in the effective
                       Registration Statement;

                (iii)  To include any material information  with  respect to the
                       plan of  distribution  not  previously  disclosed  in the
                       Registration  Statement or any  material change  to  such
                       information  in the  Registration  Statement;   provided,
                       however, that paragraphs  (i) and (ii) above do not apply
                       if the Registration Statement is on Form  S-8, and if the
                       information required to be included  in a  post-effective
                       amendment by those  paragraphs  is contained  in periodic
                       reports  filed  with or furnished to  the  Securities and
                       Exchange Commission by the Registrant pursuant to Section
                       13 or 15(d)  of  the  Securities  Exchange  Act of  1934,
                       as amended (the "Exchange Act") that  are incorporated by
                       reference in this Registration Statement.

             2. That,  for the purposes of determining any liability  under  the
                Securities Act,  each such  post-effective   amendment shall  be
                deemed  to be a  new  registration  statement  relating  to  the
                securities offered therein, and the offering  of such securities
                at  that  time shall  be  deemed to  be the  initial  bona  fide
                offering thereof; and

             3. To  remove  from  registration  by  means  of  a  post-effective
                amendment  any of  the securities being registered  that  remain
                unsold at the termination of the offering.

         The undersigned Registrant hereby further undertakes:

<PAGE>

         B.  That,for purposes of determining any liability under the Securities
             Act, each filing of Registrant's annual report  pursuant to Section
             13(a)  or 15(d)  of the Exchange Act  (and,  where applicable, each
             filing  of  an employee  benefit plan's annual  report  pursuant to
             Section  15(d)  of  the  Exchange  Act)  that  is  incorporated  by
             reference  in this Registration  Statement  shall  be deemed  to be
             a  new  registration  statement relating  to the securities offered
             therein,  and the offering of such securities at that time shall be
             deemed to be the initial bona fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
             Securities   Act  may  be  permitted  to directors,   officers  and
             controlling  persons  of the  Registrant  pursuant to the foregoing
             provisions,  or otherwise,  the Registrant has been advised that in
             the  opinion  of  the  Securities   and  Exchange  Commission  such
             indemnification  is a gainst public  policy  as  expressed  in  the
             Securities  Act  and is,  therefore,  unenforceable.  In the  event
             that a claim  for  indemnification  against such liabilities (other
             than the payment by the Registrant of expenses incurred or paid  by
             a director,  officer  or  controlling  person of the  Registrant in
             the   successful  defense  of  any  action,  suit  or   proceeding)
             is  asserted by  such  director,  officer or controlling  person in
             connection  with the securities  being  registered,  the Registrant
             will,  unless in  the  opinion of its counsel  the matter  has been
             settled  by   a  controlling  precedent,   submit  to  a  court  of
             appropriate  jurisdiction the question whether such indemnification
             by  it is against public  policy as expressed in the Securities Act
             and will be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Burlington, State of Wisconsin, on November 12, 2001.

                            FIRST BANKING CENTER, INC.


                            By: /s/ Brantly Chappell*
                                    Name: Brantly Chappell
                                    Title: President and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on November 12, 2001.

Signature                                                     Title


 /s/ Brantly Chappell*                               President, Chief Executive
         Brantly Chappell                            Officer and a Director

 /s/ Melvin W. Wendt*                                Chairman of the Board of
         Melvin W. Wendt                             Directors

 /s/ John S. Smith*                                  Director
         John S. Smith

 /s/ Richard McKinney*                               Director
         Richard McKinney

 /s/ Keith Blumer*                                   Director
         Keith Blumer

 /s/ David Boilini*                                  Director
         David Boilini

 /s/ John M. Ernster*                                Director
         John M. Ernster

 /s/ Robert Fait*                                    Director
         Robert Fait

 /s/ Daniel T. Jabobson*                             Director
         Daniel T. Jacobson

<PAGE>

 /s/ Thomas Laken, Jr.*                              Director
         Thomas Laken, Jr.

 /s/ Charles R. Wellington*                          Director
         Charles R. Wellington


     *    Brantly Chappell hereby signs this Registration  Statement on November
          12, 2001,  on behalf of each of the  indicated  persons for whom he is
          attorney-in-fact pursuant to a power of attorney filed herewith.

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NUMBER             DESCRIPTION OF EXHIBIT

         3.1P            Articles of Incorporation, as amended, of First Banking
                         Center, Inc.

         3.2             Restated Bylaws of First Banking Center, Inc.

         3.3             First Banking Center, Inc. 1994  Incentive Stock  Plan,
                         as amended.

         3.4, 3.4(a)     Stock  Option Agreements for  use  with  First  Banking
                         Center, Inc. 1994 Incentive Stock Plan

         5.              Opinion of Davis & Kuelthau, s.c.

         23.1            Consent of Davis & Kuelthau, s.c. (contained in Exhibit
                         5)

         23.2            Consent of McGladrey & Pullen, LLP

         24              Powers of Attorney

<PAGE>

                                   EXHIBIT 3.1


                 ARTICLES OF INCORPORATION, AS AMENDED, OF FIRST
                              BANKING CENTER, INC.
<PAGE>
(INSERT ARTICLES OF INCORPORATION, AS AMENDED, OF FIRST BANKING CENTER, INC.)
<PAGE>

                                   EXHIBIT 3.2

                  RESTATED BYLAWS OF FIRST BANKING CENTER, INC.

<PAGE>

                                    RESTATED
                                     BYLAWS

                                       OF

                           FIRST BANKING CENTER, INC.

                            (Adopted as of May, 2001)

                                    ARTICLE I

                                     OFFICES

ss.1.01 Business Office.

     The  Corporation's  principal office shall be within the State of Wisconsin
and shall be  located  in Racine  County.  The  Corporation  may have such other
offices,  either  within  or  without  the State of  Wisconsin,  as the Board of
Directors may designate or as the  Corporation's  business may require from time
to time.  The  Corporation  shall  maintain  at its  principal  office a copy of
certain records, as specified in ss. 2. l 2 of Article II.

ss.1.02 Registered Office.

     The  Corporation's  registered  office  required by the Wisconsin  Business
Corporation  Law (the "Act") to be maintained in the State of Wisconsin shall be
the place designated by resolution of the  Corporation's  Board of Directors and
may be,  but need not be,  identical  to the  principal  office  in the State of
Wisconsin.  The  address of the  registered  office may be changed  from time to
time.

                                   ARTICLE II

                                  SHAREHOLDERS

ss. 2.01 Annual Shareholder Meeting.

     The annual meeting of the  shareholders  shall be held on the third Tuesday
in April in each year at the hour of 2:30  p.m.,  or at such other time and date
within  thirty  (30) days  before or after said date as may be fixed by or under
the authority of the Board of Directors,  for the purposes of electing directors
and for the  transaction  of such other business as may come before the meeting.
If the day fixed for the annual meeting shall be a legal holiday in the State of
Wisconsin,  such meeting  shall be held at the same time on the next  succeeding
business  day.  If the  election  of  directors  shall  not be  held  on the day
designated  herein  for  the  annual  meeting  of  the  shareholders,  or at any
adjournment  thereof, the Board of Directors shall cause the election to be held
at a special meeting of the  shareholders as soon thereafter as conveniently may
be held.

<PAGE>

ss. 2.02 Special Shareholder Meetings.

     Special meetings of the shareholders,  for any purpose or purposes,  may be
called by (1) the President,  (2) the Board of Directors or such officers as the
Board of Directors  may  authorize  from time to time,  or (3) the  President or
Secretary  upon  the  written  request  of the  holders  of  record  of at least
one-tenth of all the outstanding  shares of the Corporation  entitled to vote on
any issue at the meeting.  The party calling the special meeting shall designate
the date and hour of the meeting.

     Upon delivery to the President or Secretary of a written  request  pursuant
to item (3) above,  stating the purpose(s) of the requested  meeting,  dated and
signed by the person(s) entitled to request such a meeting, it shall be the duty
of the officer to whom the request is delivered to give, within thirty (30) days
of such  delivery,  notice of the  meeting  to the  shareholders.  Notice of any
special  meeting  shall be given in the  manner  provided  in ss.  2.04 of these
Bylaws.  Only business  within the purpose(s)  described in the special  meeting
notice shall be conducted at a special shareholders meeting.

ss. 2.03 Place of Shareholder Meeting.

     The Board of Directors may  designate  any place,  either within or without
the  State of  Wisconsin,  as the  place of  meeting  for any  annual or for any
special  meeting called by the Board of Directors.  A waiver of notice signed by
all persons  entitled to vote at a meeting also may designate any place,  either
within or without the State of  Wisconsin,  as the place for the holding of such
meeting.  If no designation  is made by the Board of Directors,  or if a special
meeting be otherwise called, the place of the meeting shall be the Corporation's
principal  business  office in the State of  Wisconsin,  but any  meeting may be
adjourned  to  reconvene  at any place  designated  by vote of a majority of the
shares represented thereat.

ss. 2.04 Notice of Shareholder Meeting.

     (a) Required Notice.  Unless otherwise  required by the Act, written notice
stating  the place,  day and hour of any annual or special  shareholder  meeting
shall be  delivered  not less than ten (10) nor more than fifty (50) days before
the meeting  date,  either  personally or by mail, by or at the direction of the
President, the Board of Directors, or other persons calling the meeting, to each
shareholder  of  record  entitled  to  vote  at such  meeting  and to any  other
shareholder  entitled  by the Act or the  Articles of  Incorporation  to receive
notice of the meeting. Notice shall be deemed to be effective at the earlier of:
(1) when  deposited in the United States mail,  addressed to the  shareholder at
his or her address as it appears on the Corporation's stock transfer books, with
postage thereon prepaid;  (2) on the date shown on the return receipt if sent by
registered  or certified  mail,  return  receipt  requested,  and the receipt is
signed by or on behalf of the addressee;  (3) when received; or (4) 5 days after
deposit in the United States mail, if mailed postpaid and correctly addressed to
an  address  other  than  that  shown in the  Corporation's  current  record  of
shareholders.

<PAGE>

     (b)  Adjourned  Meeting.  If any  shareholder  meeting  is  adjourned  to a
different date, time, or place,  notice need not be given of the new date, time,
and place,  if the new date,  time, and place is announced at the meeting before
adjournment.  But if a new record date for the  adjourned  meeting is or must be
fixed (see ss. 2.05 of this Article II),  then notice must be given  pursuant to
the  requirements  of paragraph  (a) of this ss. 2.04,  to those persons who are
shareholders as of the new record date.

     (c) Waiver of Notice.  A  shareholder  may waive  notice of meeting (or any
notice required by the Act, Articles of Incorporation,  or Bylaws), by a writing
signed by the  shareholder  entitled to the notice,  which is  delivered  to the
Corporation  (either before or after the date and time stated in the notice) for
inclusion in the minutes or filing with the corporate records.

     A shareholder's attendance at a meeting:

          (1)  waives objection  to lack of notice  or defective  notice  of the
               meeting, unless the shareholder at the  beginning  of the meeting
               objects  to  holding  the meeting  or transacting business at the
               meeting;

          (2)  waives objection to consideration of a  particular matter  at the
               meeting  that is not within the purpose or purposes described  in
               the meeting notice, unless the shareholder objects to considering
               the matter when it is presented.

     (d)  Contents of Notice.  The notice of each  special  shareholder  meeting
shall include a description  of the purpose or purposes for which the meeting is
called.  Except  as  provided  in  this  ss.  2.04(d),  or as  provided  in  the
Corporation's Articles of Incorporation,  or otherwise in the Act, the notice of
an annual  shareholder  meeting need not include a description of the purpose or
purposes for which the meeting is called.

     If a purpose  of any  shareholder  meeting  is to  consider  either:  (1) a
proposed  amendment to the  Articles of  Incorporation  (including  any restated
articles  requiring  shareholder  approval);  (2) a  plan  of  merger  or  share
exchange;  (3) the  sale,  lease,  exchange  or  other  disposition  of all,  or
substantially  all, of the  Corporation's  property;  (4) the dissolution of the
Corporation;  or (5) the removal of a director,  the notice must so state and be
accompanied  by,  respectively,  a copy or  summary  of  the:  (1)  articles  of
amendment;  (2)  plan of  merger  or  share  exchange;  or (3)  transaction  for
disposition of the  Corporation's  property.  If the proposed  corporate  action
creates  dissenters' rights, the notice must state that shareholders are, or may
be entitled to assert  dissenters'  rights, and must be accompanied by a copy of
Section  180.1301 of the Act.  If the  Corporation  issues,  or  authorizes  the
issuance of shares for  promissory  notes or for promises to render  services in
the  future,  the  Corporation  shall,  with or  before  the  notice of the next
shareholder  meeting,  report in writing to all the  shareholders  the number of
shares authorized or issued, and the consideration  received.  Likewise,  if the
Corporation  indemnifies  or  advances  expenses  to a  director,  this shall be
reported to all the shareholders with or before notice of the next shareholder's
meeting.

<PAGE>

ss. 2.05 Fixing of Record Date.

     For the  purpose of  determining  shareholders  entitled to notice of or to
vote at any meeting of shareholders, or any adjournment thereof, or shareholders
entitled to receive payment of any distribution or dividend, or in order to make
a  determination  of  shareholders  for any other proper  purpose,  the Board of
Directors  may fix in advance a date as the record date.  Such record date shall
not be not more than fifty  (50) days prior to the date on which the  particular
action  requiring such  determination of shareholders is to be taken. If no such
record date is fixed,  the record date for  determination  of such  shareholders
shall be at the close of business on:

     (a)  With  respect  to  an  annual  shareholder   meeting  or  any  special
          shareholder  meeting  called by the Board of  Directors  or any person
          specifically  authorized  by the  Board  or  these  Bylaws  to  call a
          meeting, the day before the first notice is delivered to shareholders;

     (b)  With  respect  to a  special  shareholders  meeting  demanded  by  the
          shareholders, the date the first shareholder signs the demand;

     (c)  With  respect to the payment of a share  dividend,  the date the Board
          authorizes the share dividend;

     (d)  With respect to actions taken in writing  without a meeting  (pursuant
          to  Article  II, ss.  2.11),  the date the first  shareholder  signs a
          consent;

     (e)  With  respect  to a  distribution  to  shareholders,  (other  than one
          involving a repurchase or acquisition  of shares),  the date the Board
          authorizes the distribution; and

     (f)  With  respect to any other  matter for which such a  determination  is
          required, as provided by law.

     When a  determination  of  shareholders  entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any  adjournment  thereof  unless  the Board of  Directors  fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.

ss. 2.06 Voting Lists.

     The officer or agent having charge of the stock  transfer  books for shares
of the Corporation shall make,  before each meeting of shareholders,  a complete
list of the  shareholders  entitled to vote at such meeting,  or any adjournment
thereof,  arranged in alphabetical  order, with the address of and the number of
shares held by each. The list must be arranged by voting group,  if such exists,
and within each voting group by class or series of shares.  The shareholder list
shall be subject to  inspection  at the  Corporation's  principal  office by any
shareholder  at any time during  usual  business  hours for any proper  purpose,
beginning  two (2) business  days after notice is given of the meeting for which
the list was  prepared.  Such list also shall be  produced  and kept open at the
time and place of the  meeting  and shall be  subject to the  inspection  of any
shareholder   during  the  meeting  for  purposes  related  to  the  meeting.  A
shareholder,  or his or her agent or attorney,  is entitled on written demand to
inspect and, subject to the requirements of the Act and of ss. 2.1 2(c), to copy
the list during regular business hours and at the shareholder's expense,  during
the period it is available for inspection.  The  Corporation  shall maintain the
shareholder  list in written form or in another form capable of conversion  into
written form within a reasonable time.

<PAGE>

ss. 2.07 Shareholder Quorum and Voting Requirements.

     If the Articles of  Incorporation or the Act provide for voting by a single
voting group on a matter,  action on that matter is taken when voted upon by the
voting group.

     Shares  entitled  to vote as a separate  voting  group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter.  Unless the Articles of  Incorporation or the Act provide  otherwise,  a
majority  of the votes  entitled  to be cast on the matter by the  voting  group
constitutes a quorum of that voting group for action on that matter.

     If the Articles of  Incorporation or the Act provides for voting by two (2)
or more  voting  groups on a matter,  action on that  matter is taken  only when
voted upon by each of those  voting  groups  counted  separately.  Action may be
taken by one voting  group on a matter even though no action is taken by another
voting group entitled to vote on the matter.

     Once a share is  represented  for any  purpose at a  meeting,  it is deemed
present  for  quorum  purposes  for the  remainder  of the  meeting  and for any
adjournment  of that meeting unless a new record date is or must be set for that
adjourned meeting.

     If a  quorum  exists,  action  on a matter  (other  than  the  election  of
directors)  by a voting  group is  approved  if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action,  unless the
Articles of  Incorporation  or the Act require a greater  number of  affirmative
votes.

ss. 2.08 Proxies.

     Except as otherwise provided by the Act, at all meetings of shareholders, a
shareholder may vote in person, or vote by proxy which is executed in writing by
the  shareholder or which is executed by his duly  authorized  attorney-in-fact.
For purposes of this Section, a proxy; granted by telegram,  telex,  telecopy or
other  document  transmitted  electronically  for or by a  shareholder  shall be
deemed  valid and  effective  to the same  extent  as any other  form of a proxy
appointment.  Such proxy shall be filed with the secretary of the Corporation or
other person  authorized to tabulate votes before or at the time of the meeting.
No proxy shall be valid after eleven (11) months from the date of its  execution
unless  otherwise  provided  in the  proxy.  Unless  otherwise  provided  in the
appointment  form, a proxy  appointment  may be revoked at any time before it is
voted,  either by written  notice filed with the  Secretary or other  officer or
agent of the  Corporation  authorized to tabulate votes, or by oral notice given
by the  shareholder  during the meeting.  The presence of a shareholder  who has
filed his or her proxy  appointment shall not of itself constitute a revocation.
The Board of Directors shall have authority to make rules as to the validity and
sufficiency of proxies.

<PAGE>

ss. 2.09 Voting of Shares.

     Unless otherwise provided in the Articles of Incorporation or the Act, each
outstanding  share  entitled  to vote  shall be  entitled  to one vote upon each
matter submitted to a vote at a meeting of shareholders.

     Except as  provided  by  specific  court  order,  no shares held by another
corporation,  if a majority of the shares  entitled to vote for the  election of
directors of such other corporation are held by the Corporation,  shall be voted
at any meeting or counted in determining the total number of outstanding  shares
at any given time for purposes of any meeting. Provided,  however, the preceding
sentence shall not limit the Corporation's  power to vote any shares,  including
its own shares held by it in a fiduciary capacity.

     Redeemable  shares are not entitled to vote after notice of  redemption  is
mailed to the  holders  and a sum  sufficient  to  redeem  the  shares  has been
deposited with a bank, trust company,  or other financial  institution  under an
irrevocable  obligation to pay the holders the redemption  price on surrender of
the shares.

ss. 2.10 Corporation's Acceptance of Votes.

     (a) If the name signed on a vote,  consent,  waiver,  or proxy  appointment
corresponds to the name of a  shareholder,  the  Corporation,  if acting in good
faith, is entitled to accept the vote, consent, waiver, or proxy appointment and
give it effect as the act of the shareholder.

     (b) If the name signed on a vote,  consent,  waiver,  or proxy  appointment
does not correspond to the name of its shareholder,  the Corporation,  if acting
in good faith, is nevertheless entitled to accept the vote, consent,  waiver, or
proxy appointment and give it effect as the act of the shareholder if:

     (1)  the shareholder is an entity as defined in the Act and the name signed
          purports to  be that of an officer  or agent of the entity;

     (2)  the name  signed  purports to be that of an  administrator,  executor,
          guardian,  or conservator  representing  the  shareholder  and, if the
          Corporation  requests,  evidence of fiduciary status acceptable to the
          Corporation  has been  presented  with  respect to the vote,  consent,
          waiver, or proxy appointment;

     (3)  the name  signed  purports  to be that of a  receiver  or  trustee  in
          bankruptcy  of  the  shareholder  and,  if the  Corporation  requests,
          evidence  of this  status  a  cceptable  to the  Corporation  has been
          presented  with  respect  to the  vote,  consent,  waiver,  and  proxy
          appointment;

     (4)  the name signed purports to be that o f a pledgee,  beneficial  owner,
          or  attorney-in-fact  of  the  shareholder  and,  if  the  Corporation
          requests,  evidence  acceptable to the  Corporation of the signatory's
          authority to sign for the  shareholder has been presented with respect
          to the vote, consent, waiver, or proxy appointment;

<PAGE>

     (5)  two or more persons are the  shareholder  as co-tenants or fiduciaries
          and the name  signed  purports  to be the name of at least  one of the
          co-owners and the person signing appears to be acting on behalf of all
          the co-owners.

     (c) The Corporation is entitled to reject a vote, consent, waiver, or proxy
appointment  if the secretary or other  officer or agent  authorized to tabulate
votes,  acting in good faith,  has reasonable basis for doubt about the validity
of the signature on it or about the signatory's authority to sign for
the shareholder.

     (d) The Corporation and its officer or agent who accepts or rejects a vote,
consent,  waiver,  or proxy appointment in good faith and in accordance with the
standards of this section are not liable in damages to the  shareholder  for the
consequences of the acceptance or rejection.

     (e)  Corporate  action  based on the  acceptance  or  rejection  of a vote,
consent, waiver, or proxy appointment under this section is valid unless a court
of competent jurisdiction determines otherwise.

ss. 2.11 Informal Action By Shareholders.

     Any  action  required  or  permitted  to  be  taken  at a  meeting  of  the
shareholders  may be taken without a meeting if one or more consents in writing,
setting  forth the action so taken,  shall be signed by all of the  shareholders
entitled to vote with respect to the subject matter thereof and are delivered to
the Corporation for inclusion in the minute book.  Action may not,  however,  be
taken under this  section  with  respect to an election of  directors  for which
shareholders may vote cumulatively.  If the act to be taken requires that notice
be given to non-voting  shareholders,  the Corporation shall give the non-voting
shareholders  written notice of the proposed  action at least 10 days before the
action is taken,  which  notice  shall  contain  or be  accompanied  by the same
material  that would have been  required if a formal  meeting had been called to
consider  the action.  A consent  signed  under this section has the effect of a
meeting vote and may be described as such in any document.

ss. 2.12 Shareholder's Rights to Inspect Corporate Records.

     (a) Minutes and Accounting Records. The Corporation shall keep as permanent
records minutes of all meetings of its  shareholders  and Board of Directors,  a
record of all actions taken by the shareholders or Board of Directors  without a
meeting,  and a record of all  actions  taken by any  committee  of the Board of
Directors in place of the Board of Directors on behalf of the  Corporation.  The
Corporation shall maintain appropriate accounting records.

     (b) Absolute  Inspection Rights of Records Required at Principal Office. If
a shareholder gives the Corporation written notice of his or her demand at least
five (5) business  days before the date on which he or she wishes to inspect and
copy,  the  shareholder  (or his or her  agent  or  attorney)  has the  right to
inspect,  during regular  business hours, any of the following  records,  all of
which the Corporation is required to keep at its principal office:

<PAGE>

     (l)  its Articles or Restated  Articles of Incorporation and all amendments
          to them currently in effect;

     (2)  its Bylaws or Restated  Bylaws and all amendments to them currently in
          effect,

     (3)  resolutions  adopted by its Board of  Directors  creating  one or more
          classes  or  series of  shares,  and  fixing  their  relative  rights,
          preferences,  and  limitations,  if shares  issued  pursuant  to those
          resolutions are outstanding;

     (4)  the minutes of all shareholders'  meetings,  and records of all action
          taken by shareholders without a meeting, for the past three (3) years;

     (5)  all written  communications to shareholders  generally within the past
          three (3) years,  including the financial  statement furnished for the
          past three (3) years to the shareholders;

     (6)  a list of the names and business  addresses  of its current  directors
          and officers; and

     (7)  its most recent annual report delivered to the Secretary of State.

     (c)  Conditional  Right to Inspect and Copy. In addition,  if a shareholder
who has been a shareholder of the Corporation for at least six (6) months or who
owns at least five percent (5.0%) of the  outstanding  stock of the  Corporation
gives the  Corporation  a  written  demand  made in good  faith and for a proper
purpose at least five (5) business days before the date on which the shareholder
wishes  to  inspect  and  copy,  the   shareholder   describes  with  reasonable
particularity  his or her purpose and the  records  the  shareholder  desires to
inspect, and the records are directly connected with the shareholder's  purpose,
a shareholder (or his or her agent or attorney) is entitled to inspect and copy,
during  regular  business  hours  at a  reasonable  location  specified  by  the
Corporation, any of the following records of the Corporation:

     (1)  excerpts  from  minutes  of any  meeting  of the  Board of  Directors,
          records  of any action of a  committee  of the Board of  Directors  on
          behalf of the Corporation, minutes of any meeting of the shareholders,
          and records of action taken by the  shareholders or Board of Directors
          without a meeting;

     (2)  the Corporation's accounting records; and

     (3)  the record of shareholders  (compiled no earlier than the date of  the
          shareholder's demand).

<PAGE>

     (d) Copy Costs.  The right to copy records  includes,  if  reasonable,  the
right to receive copies made by photographic,  xerographic,  or other means. The
Corporation  may impose a  reasonable  charge,  covering  the costs of labor and
material,  for copies of any documents  provided to the shareholder.  The charge
may not exceed the estimated cost of production or reproduction of the records.

     (e) Shareholder  Includes  Beneficial Owner. For purposes of this ss. 2.12,
the term "shareholder" shall include a beneficial owner whose shares are held in
a voting trust or by a nominee in his or her behalf.

ss. 2.13 Preparation and Delivery of Financial Statements.

     (a) Within one  hundred  twenty  (120) days after the close of each  fiscal
year, the Corporation  shall prepare annual financial  statements,  which may be
consolidated  or combined  statements of the  Corporation and one or more of its
subsidiaries,  as appropriate, that include a balance sheet as of the end of the
fiscal year, an income  statement  for that year,  and a statement of changes in
shareholders'  equity for the year unless that information  appears elsewhere in
the  financial  statements.   If  financial  statements  are  prepared  for  the
Corporation on the basis of generally accepted accounting principles, the annual
financial statements also must be prepared on that basis.

     (b) On written request from any  shareholder,  the  Corporation  shall mail
such  shareholder  the latest  financial  statements.  If the  annual  financial
statements are reported upon by a public accountant,  such report must accompany
them. If not, the statements must be accompanied by a statement of the President
or the person responsible for the Corporation's accounting records:

     (1)  stating  his or her  reasonable  belief  whether the  statements  were
          prepared on the basis of generally accepted accounting principles and,
          if not, describing the basis of preparation, and

     (2)  describing any respects in which the statements were not prepared on a
          basis of accounting  consistent  with the statements  prepared for the
          preceding year.

ss. 2.14 Dissenters' Rights.

     Each  shareholder  shall  have the  right to  dissent  from  action  by the
Corporation  and obtain  payment for his or her shares when so authorized by the
Act, the Articles of Incorporation,  these Bylaws, or by resolution of the Board
of Directors.

ss. 2.15 Conduct of Meetings.

     The President,  or in his or her absence the Vice-President,  and in his or
her  absence,  any person  chosen by the  shareholders  present,  shall call the
meeting of the  shareholders  to order and shall act as Chairman of the meeting,
and the Secretary of the  Corporation  shall act as Secretary of all meetings of
the  shareholders,  except that the presiding  officer may appoint any Assistant
Secretary or other person to act as Secretary of the meeting.

<PAGE>

                                   ARTICLE III

                               BOARD OF DIRECTORS

ss. 3.01 General Powers.

All  corporate  powers shall be exercised by or under the  authority of, and the
Corporation's  business and affairs shall be managed under the direction of, the
Board of Directors.

ss. 3.02 Election.

Unless  otherwise  provided in the  Articles  of  Incorporation,  directors  are
elected by a plurality  of the votes cast by the shares  entitled to vote in the
election at a meeting at which a quorum is present.

ss. 3.03 Number, Tenure and Qualification.

     The  number  of  directors  shall be not less  than  five (5) nor more than
twenty-five  (25),  the  exact  number  to be  determined  from  time to time by
resolution  adopted by  affirmative  vote of a  majority  of  Directors  then in
office.  The directors shall be divided into three classes,  designated Class I,
Class II and Class III,  and the term of office of directors of each class shall
be three  (3)  years  following  the  initial  term of one (1) year for  Class I
Directors,  two (2) years for Class II  Directors  and three years for Class III
Directors.  Each class shall consist, as nearly as possible, of one-third of the
total number of directors  constituting  the entire Board of  Directors.  If the
number of directors is changed by resolution of the Board of Directors  pursuant
to this Article III, any  increase or decrease  shall be  apportioned  among the
classes so as to maintain  the number of directors in each class as nearly equal
as possible.  A director shall hold office until the Annual Meeting for the year
in which his term  expires  and until his  successor  shall be elected and shall
qualify.

ss. 3.04 Regular Meetings.

     A regular  meeting of the Board of Directors  shall be held  without  other
notice than this Bylaw  immediately  after, and at the same place as, the annual
meeting  of  shareholders,  and each  adjourned  session  thereof.  The Board of
Directors  may provide,  by  resolution,  the time and place,  either  within or
without the State of Wisconsin,  for the holding of additional  regular meetings
without other notice than such resolution.  Any such regular meeting may be held
by any means of communication as permitted by ss. 3.09.

<PAGE>

ss. 3.05 Special Meetings.

     Special  meetings  of the  Board of  Directors  may be  called by or at the
request of the President, Vice President or any two (2) directors. The person or
persons  authorized  to call special  meetings of the Board of Directors may fix
anytime and anyplace,  either  within or without the State of Wisconsin,  as the
time and place for holding any special meeting of the Board of Directors  called
by them.  If no place is fixed by the person  calling the meeting,  the place of
meeting shall be the  Corporation's  principal office in the State of Wisconsin.
Any such special meeting may be held by any means of  communication as permitted
by ss. 3.09.

ss. 3.06 Notice of Special Meetings; Waiver of Notice.

     Notice  stating the time and place of any  special  meeting of the Board of
Directors shall be given at least  forty-eight (48) hours previously  thereto by
written  notice  delivered  personally  or mailed to each director at his or her
business  address,  or such  other  address  as  designated  in  writing  to the
Secretary,  or by telephone or telegram.  If mailed, such notice shall be deemed
to be effective with the earlier of: (1) when  received,  or (2) five days after
deposit in the United States Mail,  addressed to the director's business office,
with postage  thereon  prepaid;  or (3) the date shown on the return  receipt if
sent by registered or certified mail, return receipt requested,  and the receipt
is signed by or on behalf of the  director.  If notice be given by  telephone or
telegram,  such notice shall be deemed to be delivered  when the notice is given
personally  by telephone  or when the  telegram is  delivered  to the  telegraph
company.  Whenever  any notice is  required  to be given to any  director of the
Corporation  under the provisions of these Bylaws or under the provisions of the
Articles of  Incorporation  or under the  provisions  of any  statute,  a waiver
thereof in writing,  signed at any time, whether before or after the time of the
meeting, by the director entitled to such notice,  shall be deemed equivalent to
the giving of such  notice.  The  attendance  of a director  at a meeting  shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting and  objects  thereat to the  transaction  of the  business  because the
meeting  is  not  lawfully  called  or  convened.  Neither  the  business  to be
transacted  at, nor the purpose of, any regular or special  meeting of the Board
of  Directors  need be  specified  in the  notice  or  waiver  of notice of such
meeting.

ss. 3.07 Director Quorum.

     Except as otherwise  specified by law or the Articles of  Incorporation  or
these Bylaws, a majority of the number of directors fixed in the manner provided
by ss. 3.03 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors,  provided that if less than a
quorum of directors  are present at said  meeting,  a majority of the  directors
present may adjourn the meeting from time to time without further notice.

     A majority of the number of directors  appointed to serve on a committee as
authorized  in ss.  3.16 of these  Bylaws  shall  constitute  a  quorum  for the
transaction of business at any committee  meeting.  These  provisions shall not,
however,  apply  to the  determination  of a  quorum  for  actions  taken  under
emergency  Bylaws or any other  provisions  of these  Bylaws that fix  different
quorum requirements.

<PAGE>

ss. 3.08 Voting Requirement.

     The affirmative vote of the majority of the directors  present at a meeting
at which a quorum is  present  shall be the act of the Board of  Directors  or a
committee of the Board of Directors. This provision shall not, however, apply to
any action taken by the Board of Directors pursuant to ss. 3.15 or Article IX of
these  Bylaws,  or in the event  the  affirmative  vote of a  greater  number of
directors is required by the Act, the  Articles of  Incorporation,  or any other
provision of these Bylaws.

ss. 3.09 Meetings by Electronic Means of Communication.

     To the extent  provided in these  Bylaws,  the Board of  Directors,  or any
committee of the Board,  may, in addition to  conducting  meetings in which each
director  participates in person, and notwithstanding any place set forth in the
notice of the meeting or these Bylaws, conduct any regular or special meeting by
the use of any electronic means of communication, provided (1) all participating
directors  may  simultaneously  hear each other during the  meeting,  or (2) all
communication   during  the   meeting  is   immediately   transmitted   to  each
participating  director,  and each participating director is able to immediately
send messages to all other participating  directors.  Before the commencement of
any business at a meeting at which any directors do not  participate  in person,
all participating  directors shall be informed that a meeting is taking place at
which official business may be transacted.

ss. 3.10 Director's Assent.

     A  director  who is present  at a meeting  of the Board of  Directors  or a
committee of the Board of Directors when corporate  action is taken is deemed to
have  assented  to the action  taken  unless:  (1) the  director  objects at the
beginning of the meeting (or promptly upon the director's arrival) to holding it
or transacting business at the meeting; or (2) the director dissents or abstains
from the action  taken and  minutes of the meeting  are  prepared  that show the
director's  dissent or abstention from the action;  (3) the director dissents or
abstains from an action taken,  minutes of the meeting are prepared that fail to
show the director's dissent or abstention from the action taken and the director
delivers to the  Corporation a written notice of that failure that complies with
Section  180.0141 of the Act promptly  after  receiving the minutes;  or (4) the
director  delivers  written  notice of his or her dissent or  abstention  to the
presiding  officer of the meeting before its  adjournment or to the  Corporation
immediately after adjournment of the meeting. The right of dissent or abstention
is not available to a director who votes in favor of the action taken.

ss. 3.11 Conduct of Meetings.

     The  President,  and in  his  absence  the  Vice-Presidents  in  the  order
appointed  under ss.  4.07 of Article  IV, and in their  absence,  any  director
chosen by the  directors  then  present,  shall  call  meetings  of the Board of
Directors  to order and shall act as Chairman of the meeting.  The  Secretary of
the  Corporation  shall  act as  secretary  of all  meetings  of  the  Board  of
Directors,  but in the  absence of the  secretary,  the  presiding  officer  may
appoint any Assistant  secretary or any director or other person  present to act
as secretary of the meeting.

<PAGE>

ss. 3.12 Removal.

     Any director or the entire  Board of  Directors  may be removed from office
with or  without  cause by the  affirmative  vote of a  majority  of the  shares
outstanding and entitled to vote for the election of such director(s) taken at a
special  meeting of  shareholders  called for that  purpose,  and any vacancy so
created may be filled by the shareholders.

ss. 3.13 Vacancies.

     Any  vacancy  occurring  on the  Board of  Directors,  including  a vacancy
created  by an  increase  in the  number  of  directors,  may be  filled  by the
shareholders.  During such time as the  shareholders  fail or are unable to fill
such vacancies then, and until the  shareholders  act, the vacancy may be filled
(1) by the  board of  directors,  or (2) if the  directors  remaining  in office
constitute  fewer  than a quorum  of the  Board,  by the  affirmative  vote of a
majority of all directors  remaining in office;  provided  however,  that if the
number of  directors  is  increased,  not more than two (2) such  newly  created
directorships may be filled by the directors.  Any director so elected to fill a
vacancy shall hold office for the remaining term of the class to which he or she
has been elected.

ss. 3.14 Compensation and Expenses.

     The Board of Directors, irrespective of any personal interest of any of its
members, may (1) establish reasonable compensation of all directors for services
to the Corporation as directors or may delegate this authority to an appropriate
committee, (2) provide for, or delegate authority to an appropriate committee to
provide  for,  reasonable  pensions,  disability  or death  benefits,  and other
benefits or payments to directors and to their estates, families, dependents, or
beneficiaries  for prior services  rendered to the Corporation by the directors,
and (3)  provide  for  reimbursement  of  reasonable  expenses  incurred  in the
performance of the directors' duties,  including the expense of traveling to and
from Board meetings.

ss. 3.15 Informal Action By Directors.

     Any action required or permitted by the Articles of Incorporation or Bylaws
or any provision of law to be taken by the Board of Directors at a meeting or by
resolution may be taken without a meeting if a consent in writing, setting forth
the action so taken shall be signed by all of the directors then in office,  and
filed with the Corporation's records.  Action taken by consent is effective when
the last director  signs the consent,  unless the consent  specifies a different
effective  date.  A  signed  consent  has the  effect  of a  meeting  and may be
described as such in any document.

ss. 3.16 Committees.

     The Board of Directors by resolution  adopted by the affirmative  vote of a
majority of the number of directors may designate one or more  committees,  each
committee  to  consist  of three (3) or more  directors  elected by the Board of
Directors,  which  to the  extent  provided  in said  resolution,  as  initially
adopted, and as thereafter supplemented or amended by further resolution adopted
by a like vote, shall have and may exercise,  when the Board of Directors is not
in  session,  the  powers of the Board of  Directors  in the  management  of the
Corporation's  business  and  affairs,  except  action  in  respect  to the  (1)
authorization of distributions,  (2) the approval or proposal to shareholders of
action  for  which  the Act  requires  approval  by  shareholders,  (3)  filling
vacancies on the Board of Directors or its committees, (4) amending the Articles
of  Incorporation  pursuant  to  Board  authority,  (5)  adopting,  amending  or
repealing  Bylaws,  (6)  approving  a plan of merger not  requiring  shareholder
approval,  (7)  the  authorization  or  approval  to  reacquire  shares,  except
according to a formula or method  prescribed by the Board of Directors,  (8) the
authorization  or  approval  of the  issuance  or sale or  contract  for sale of
shares,  or (9)  the  determination  of the  designation  and  relative  rights,
preferences and limitations of a class or series of shares. Sections 3.04, 3.05,
3.06,  3.07, 3.08, 3.09, 3. 10, 3.1 1 and 3.15 of this Article III, which govern
meetings,  actions  without  meetings,  notice and waiver of notice,  quorum and
voting  requirements  of the Board of Directors,  apply to committees  and their
members.

<PAGE>

ss. 3.17 Director Resignation Requirements
     Notwithstanding  any other  provision  in these  Bylaws,  a director  shall
resign  from  the  Board of  Directors  of the  Corporation,  or upon his or her
failure to do so, shall be removed by a majority of the Board of Directors  upon
occurrence of any one of the following events:

     (a) Being absent from the  Corporation's  market area for more than six (6)
consecutive  weeks in any calendar year or being absent for a total of more than
ten (10) weeks in any  calendar  year.  For purposes of this  Section,  the term
"Market Area" shall be the area  designated  in the First  Banking  Center's CRA
Statement and the term "being  absent" shall mean  continuous  absence  during a
twenty-four (24) hour period during each day.

     (b) Being disables because of physical injury or physical or mental illness
and being  unable to perform the normal and  customary  duties of a director for
six (6) consecutive months during any twelve (12) month period.

     (c) Reaching the age of sixty five (65) years, provided such resignation or
removal is lawful under the Age Discrimination in Employment Act.

     (d)  Retirement  from or other  termination  of a  director's  business  or
profession if such  retirement or termination  will, in the opinion of the Board
of  Directors,  substantially  diminish such  director's  ability to promote the
interests of the Corporation. Such determination by the Board of Directors shall
be  conclusive  and  shall be made  within  one (1) year  after the date of such
retirement or termination.

<PAGE>

                                   ARTICLE IV

                                    OFFICERS

ss. 4.01 Number.

     The  Corporation's   principal  officers  shall  be  a  President,  a  Vice
President, a Secretary, and a Treasurer,  each of whom shall be appointed by the
Board of Directors.  Additional officers and assistant  officers,  including any
Vice  Presidents,  may be appointed by the Board of Directors as the Board deems
appropriate.  If there is more than one Vice President,  the Board may establish
designations  for the Vice  Presidencies  to identify  their  functions or their
order. There may, in addition,  be a chairperson or co-chairperson of the board,
whenever  the Board  shall see fit to cause such office or offices to be filled.
Any two or more offices may be held simultaneously by the same person.

ss. 4.02 Appointment and Term of Office.

     The  Corporation's  officers shall be appointed for a term as determined by
the Board of Directors.  If no term is  specified,  they shall hold office until
their successor shall have been duly appointed and shall have qualified or until
the  officer's  death,   resignation  or  removal  from  office  in  the  manner
hereinafter provided.

     The  designation  of a  specified  term does not grant to the  officer  any
contract  rights,  and the Board can remove the officer at any time prior to the
termination of such term.

ss. 4.03 Removal.

     Any officer or agent  appointed by the Board of Directors may be removed by
the Board of Directors whenever in its judgment the Corporation's best interests
will be served  thereby,  but such  removal  shall be without  prejudice  to the
contract rights, if any, of the person so removed.  Appointment of an officer or
agent shall not of itself create contract rights.

ss. 4.04 Vacancies.

     A  vacancy  in  any  office   because  of  death,   resignation,   removal,
disqualification,  or other reason shall be filled in the manner  prescribed for
regular appointments to the office.

ss. 4.05 Powers, Authority and Duties.

     The Corporation's officers shall have the powers and authority conferred in
the duties  prescribed  by the Board of Directors  or the officer who  appointed
them in addition to and to the extent not  inconsistent  with those specified in
other sections of this Article IV.

ss. 4.06 The President.

     The President shall be the Corporation's  principal  executive officer and,
subject to the control of the Board of Directors, shall in general supervise and
control all of the Corporation's business and affairs. The President shall, when
present,  preside  at all  meetings  of the  shareholders  and of the  Board  of
Directors,  unless the Board of Directors  elects one of its members as Chairman
of the Board of  Directors  and  designates  the  Chairman  to  preside  at such
meetings. The President may sign, with the Secretary or any other proper officer
of the Corporation authorized by the Board of Directors, certificates for shares
of the Corporation and deeds, mortgages,  bonds, contracts, or other instruments
in the ordinary course of business or that the Board of Directors has authorized
to be executed, except in cases where the signing and execution thereof shall be
expressly  delegated  by the Board of  Directors  or by the Bylaws to some other
officer or agent of the Corporation, or shall be required by law to be otherwise
signed or executed;  and in general shall  perform all duties  incidental to the
office of President  and such other duties as may be  prescribed by the Board of
Directors from time to time.

<PAGE>

ss. 4.07 The Vice President.

     In the absence of the President or in the event of the President's death or
inability  or refusal to act as  directed  by the Board of  Directors,  the Vice
President  (or in the  event  there be more  than one Vice  President,  the Vice
Presidents in the order designated at the time of their  appointment,  or in the
absence of any designation,  then in order of their  appointment)  shall perform
the duties of the President, and when so acting shall have all the powers of and
be subject to all the  restrictions  upon the President.  Any Vice President may
sign, with the Secretary or an Assistant  Secretary  certificates  for shares of
the Corporation; and shall perform such other duties as from time to time may be
assigned by the President or by the Board of Directors.

ss. 4.08 The Secretary.

     The  Secretary  shall:  (a)  keep  the  minutes  of  the  meetings  of  the
shareholders  and of the Board of  Directors  in one or more books  provided for
that  purpose;  (b) see that all notices are duly given in  accordance  with the
provisions  of these  Bylaws or as  required  by law;  (c) be  custodian  of the
corporate records and see that books, reports, statements,  certificates and all
other  documents and records  required by law are properly  kept and filed;  (d)
keep a register of the post office address of each  shareholder,  which shall be
furnished to the Secretary by such shareholder;  (e) sign with the President, or
a Vice President,  certificates for shares of the  Corporation,  the issuance of
which shall have been  authorized by  resolution of the Board of Directors;  (f)
have general charge of the stock transfer books of the  Corporation;  and (g) in
general  perform all duties  incident to the office of Secretary  and such other
duties as from time to time may be  assigned to him by the  President  or by the
Board of Directors.

ss. 4.09 The Treasurer.

     The Treasurer  shall: (a) have charge and custody of and be responsible for
all of the Corporation's funds and securities; (b) receive and give receipts for
money due and payable to the Corporation from any source whatsoever, and deposit
all  funds  of  the  Corporation  in  such  banks,  trust  companies,  or  other
depositories as shall be selected in accordance with the provisions of Article V
of these Bylaws,  and (c) in general perform all of the duties incidental to the
office of  Treasurer  and such other duties as from time to time may be assigned
to him by the President or by the Board of  Directors.  If required by the Board
of Directors,  the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or  sureties  as the Board of  Directors
shall determine.

<PAGE>

ss. 4.10 Assistant Secretaries and Assistant Treasurers.

     The Assistant Secretaries,  when authorized by the Board of Directors,  may
sign with the  President  or a Vice  President  certificates  for  shares of the
Corporation  the issuance of which shall have been authorized by a resolution of
the Board of  Directors.  The  Assistant  Treasurers if required by the Board of
Directors,  shall give bonds for the faithful  discharge of their duties in such
sums and with such  sureties  as the Board of  Directors  shall  determine.  The
Assistant Secretaries and Assistant Treasurers,  in general,  shall perform such
duties  as  shall  be  assigned  to  them  by the  Secretary  or the  Treasurer,
respectively, or by the President or the Board of Directors.

ss. 4.11 Salaries.

     Officers'  salaries  shall  be  fixed  from  time to time by the  Board  of
Directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

ss. 5.01 Contracts.

     The Board of Directors  may authorize  any  individual  officer or agent or
number of  officers  or agents to enter  into any  contract  or to  execute  and
deliver any  instrument in the  Corporation's  name and on its behalf,  and such
authorization may be general or confined to specific instances.

ss. 5.02 Loans.

     No  loans  shall  be  contracted  on  the   Corporation's   behalf  and  no
indebtedness  shall be incurred in its name  unless  authorized  by or under the
authority of a resolution of the Board of Directors.  Such  authorization may be
general or confined to specific instances.

ss. 5.03 Checks, Drafts, etc.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness  issued in the Corporation's  name, shall be signed by
such officer or officers,  agent or agents of the Corporation and in such manner
as  shall  from  time to time be  determined  by or  under  the  authority  of a
resolution of the Board of Directors.

ss. 5.04 Deposits.

     All funds of the Corporation not otherwise employed shall be deposited from
time to time to the Corporation's credit in such banks, trust companies or other
depositories  as may be  selected  by or under  the  authority  of the  Board of
Directors.

<PAGE>

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

ss. 6.01 Certificates for Shares.

(a) Content

     Certificates  representing  shares  of the  Corporation  shall at a minimum
state on their face the name of the  issuing  corporation  and that it is formed
under the laws of  Wisconsin;  the name of the  person to whom  issued,  and the
number  and class of shares  and the  designation  of the  series,  if any,  the
certificate  represents;  and be in such  form as  determined  by the  Board  of
Directors.  Such certificates  shall be signed (either manually or by facsimile)
by the  President  or a Vice  President  and by the  Secretary  or an  Assistant
Secretary.  Each  certificate  for shares  shall be  consecutively  numbered  or
otherwise identified.

(b) Legend as to Class or Series

     If the  Corporation is authorized to issue  different  classes of shares or
different series within a class, the designations, relative rights, preferences,
and  limitations  applicable  to  each  class  and  the  variations  in  rights,
preferences,  and  limitations  determined for each series (and the authority of
the Board of  Directors  to  determine  variations  for future  series)  must be
summarized  on the  front  or  back  of each  certificate.  Alternatively,  each
certificate  may state  conspicuously  on its front or back that the Corporation
will furnish the shareholders this information on request in writing and without
charge.

(c) Shareholder List

     The name and address of the person to whom the shares  represented  thereby
are issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the Corporation.

(d) Transferred Shares

     All  certificates  surrendered  to the  Corporation  for transfer  shall be
canceled and no new certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and canceled, except that in
case of a lost,  destroyed  or  mutilated  certificate  a new one may be  issued
therefor upon such terms and  indemnification of the Corporation as the Board of
Directors may prescribe.

ss. 6.02 Registration of the Transfer of Shares.

     Registration  of the  transfer of shares of the  Corporation  shall be made
only on the  Corporation's  stock transfer books by the holder of record thereof
or by his or her legal  representative,  who shall  furnish  proper  evidence of
authority to transfer,  or by his or her attorney thereunto  authorized by power
of attorney duly executed and filed with the Secretary of the  Corporation,  and
on surrender for cancellation of the certificate for such shares.  The person in
whose  name  shares  stand on the  Corporation's  books  shall be  deemed by the
Corporation to be the owner thereof for all purposes.

<PAGE>

ss. 6.03 Restrictions on Transfer.

     The Board of  Directors  or  shareholders  may impose  restrictions  on the
transfer of shares.  A  restriction  does not affect  shares  issued  before the
restriction  was  adopted  unless the  holders of the shares are  parties to the
restriction agreement or voted in favor of the restriction.  The face or reverse
side of each certificate  representing shares shall bear a conspicuous  notation
of any restriction imposed by the Corporation upon the transfer of such shares.

ss. 6.04 Lost, Destroyed or Stolen Certificates.

     Where the owner  claims  that his  certificate  of  shares  has been  lost,
destroyed  or  wrongfully  taken,  a new  certificate  shall be  issued in place
thereof if the owner (a) so requests before the Corporation has notice that such
shares have been acquired by a bona fide purchaser, and (b) satisfies such other
reasonable  requirements  as may be  prescribed by or under the authority of the
Board  of  Directors,  including  the  furnishing  of an  indemnity  bond  if so
required.

ss. 6.05 Consideration for Shares.

     The Corporation's  shares may be issued for such  consideration as shall be
fixed  from time to time by the Board of  Directors,  provided  that any  shares
having a par value  shall not be issued  for a  consideration  less than the par
value thereof.  The  consideration to be paid for shares may be paid in whole or
in part, in money, promissory notes, in other property,  tangible or intangible,
or  in  labor  or  services  actually  performed  or  to be  performed  for  the
Corporation. When payment of the consideration for which shares are to be issued
shall have been received by the  Corporation,  such shares shall be deemed to be
fully paid and nonassessable by the Corporation.  No certificate shall be issued
for any share until such share is fully paid.

     If the consideration to be paid for shares consists, in whole or part, of a
promissory note or a contract for services to be performed for the  Corporation,
the Board of  Directors  may, in its  discretion,  elect to hold those shares in
escrow or otherwise  restrict  their  transfer.  In the event that shares are so
escrowed,  and the shareholder  defaults under his or her obligations  under the
promissory  note or the contract for services,  as applicable,  the  Corporation
may, in addition to any other legal or equitable remedies, cancel all or part of
the escrowed shares.

ss. 6.06 Acquisition of Shares.

     The Corporation may acquire its own shares and unless otherwise provided in
the  Articles  of  Incorporation,  the shares so  acquired  constitute  treasury
shares.

<PAGE>

ss. 6.07 Stock Regulations.

     The Board of Directors  shall have the power and authority to make all such
further rules and regulations not inconsistent with the statutes of the State of
Wisconsin  as they  may  deem  expedient  concerning  the  issue,  transfer  and
registration of certificates representing shares of the Corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The  fiscal  year of the  Corporation  shall  begin on January 1 and end on
December 31 in each year.
                                  ARTICLE VIII

                                  DISTRIBUTIONS

     The Board of Directors may from time to time authorize, and the Corporation
may make distributions  (including  dividends on its outstanding  shares) in the
manner  and upon the terms and  conditions  provided  by law,  the  Articles  of
Incorporation and the resolutions of the Board of Directors.

                                   ARTICLE IX

                                 INDEMNIFICATION

ss. 9.01 Mandatory Indemnification.

     Every  director  or officer  shall be  indemnified  to the  fullest  extent
permitted  by law as the same may exist or may  hereafter be amended (but in the
case of any such  amendment,  only to the  extent  such  amendment  permits  the
Corporation to provide broader indemnification rights than the law permitted the
Corporation to provide prior to such amendment) for all reasonable  expenses and
against all liability asserted against such person in connection with any action
to which he or she is made or  threatened to be made a party by reason of his or
her being or having been a director or officer of the Corporation.

     The Corporation shall indemnify a director or officer as follows:

     (a) To the extent he or she has been  successful on the merits or otherwise
in the defense of a  proceeding,  for all  reasonable  expenses  incurred in the
proceeding,  if the director or officer was a party  because he or she is or was
at the time of the events  upon  which the  proceeding  was based a director  or
officer of the  Corporation.  A director or officer  shall  exercise  his or her
right to  indemnification  under this ss.  9.01 of Article  IX by  delivering  a
written  demand  for  indemnification  to the  Corporation's  Treasurer,  or the
President if the party seeking indemnification is the Treasurer.

<PAGE>

     (b) In all cases not  included  in ss.  9.01(a)  of this  Article  IX,  the
Corporation shall indemnify a director or officer against liability  incurred by
the director or officer in a  proceeding  to which the director or officer was a
party  because  he or she is or was at the time of the  events  upon  which  the
proceeding was based a director or officer of the Corporation,  unless liability
was  incurred  because the  director or officer  breached or failed to perform a
duty he or she owes to the  Corporation and the breach or the failure to perform
constitutes:

     (i)    A willful failure  to  deal  fairly  with  the  Corporation  or  its
            shareholders in connection  with a matter in which the  director  or
            officer has a material conflict of interest;

     (ii)   A violation of the criminal law,  unless the director or officer had
            reasonable cause to believe his or her  conduct was lawful or had no
            reasonable cause to believe his or her conduct was unlawful;

     (iii)  A transaction from which the director or officer derived an improper
            personal benefit; or

     (iv)   Willful misconduct.

     (c) Whether a director or officer of the  Corporation  shall be entitled to
indemnification  under ss. 9.01 (b) shall be determined  in accordance  with the
procedures established in ss. 9.02 of this Article IX.

     (d) The  termination  of a proceeding  by judgment,  order,  settlement  or
conviction,  or upon a plea of no contest or an  equivalent  plea,  does not, by
itself,  create a presumption that indemnification of the director or officer is
not required under this subsection.

ss. 9.02 Determination of Right to Indemnification.

     A director or officer  seeking  indemnification  under ss.  9.01(b) of this
Article IX shall first make a written request to the Corporation's Treasurer, or
the  Corporation's  President,  if the  person  seeking  indemnification  is the
Treasurer, for such indemnification. Determination of whether indemnification is
required shall be made by one of the following means:

     (a) By a majority vote of a quorum of the Board of Directors  consisting of
directors who are not at the time parties to the same or related proceedings. If
such quorum of disinterested directors cannot be obtained, by a majority vote of
a committee duly  appointed by the Board of Directors and  consisting  solely of
two (2) or more directors who are not at the time parties to the same or related
proceedings.  Directors who are parties to the same or related  proceedings  may
participate in the designation of members of the committee.

<PAGE>

     (b) By independent legal counsel selected by a majority vote of a quorum of
the Board of Directors or its  committee  consisting of directors who are not at
the time parties to the same or related  proceedings or, if such a quorum cannot
be  obtained,  by a  majority  vote of the full  Board of  Directors,  including
directors who are parties to the same or related proceedings.

     (c) By the affirmative  majority vote, or unanimous written consent, of the
Corporation's shareholders.  However, shares owned by or voted under the control
of  persons  who at the time of the vote or consent  are  parties to the same or
related  proceedings,  whether  as  plaintiffs  or  defendants  or in any  other
capacity, may not be voted in making the determination.

     (d) By a panel of three (3)  arbitrators  consisting of one (1)  arbitrator
selected  by those  directors  entitled  under  subsection  (b)  above to select
independent  legal  counsel,  one (1)  arbitrator  selected  by the  director or
officer seeking indemnification and one (1) arbitrator selected by the other two
(2) arbitrators.

     (e) By a court of competent  jurisdiction  upon application by the director
or officer for an initial determination of entitlement to indemnification or for
review  by the  court  of an  adverse  determination.  Indemnification  shall be
ordered if the court  determines  that the  director  or officer is  entitled to
indemnification  under  ss.  9.01 of this  Article  IX or that the  director  or
officer is fairly and reasonably  entitled to indemnification in view of all the
relevant  circumstances.  If the director of officer is  successful in obtaining
indemnification  by order of the court, in addition to  indemnification  against
all other  expenses and  liability,  the director or officer shall be reimbursed
for   expenses   reasonably   incurred  in  pursuing  his  or  her  request  for
indemnification.

     The director or officer of the Corporation  seeking  indemnification  shall
designate  in his or her  request for  indemnification  the method of making the
indemnification determination.

ss. 9.03 Advance of Expenses as Incurred.

     The Corporation shall, upon written request by the director or officer, pay
for or reimburse the reasonable  expenses  incurred by a director or officer who
is a party to a proceeding,  as those expenses are incurred,  if the director or
officer furnishes the Corporation a written affirmation of his or her good faith
belief that he or she has not breached his or her duties to the Corporation, and
the director or officer  furnishes the Corporation  with a written  undertaking,
executed  personally  or on his or her  behalf,  to repay the  allowance  to the
extent  that  it is  ultimately  determined  that  the  indemnification  is  not
required. The Corporation may accept the undertaking without reference to his or
her  ability  to repay the  allowance,  and the  undertaking  may be  secured or
unsecured.

ss. 9.04 Insurance.

     The  Corporation  may  purchase  and  maintain  insurance  on behalf of its
directors and officers,  or to reimburse itself,  against liability  asserted or
incurred and  expenses  incurred by the  director or officer or  corporation  in
connection  with a  proceeding  brought  against the  director or officer in his
capacity  as a director  or officer or arising  from his status as a director or
officer,  regardless  of whether the  Corporation  is required or  authorized to
indemnify the individual  against the same liability  pursuant to the provisions
hereof.

<PAGE>

ss. 9.05 Definitions.

     The  following  terms  used in this  Article  IX shall  have the  indicated
meanings:

     (a)  "Director"  or  "officer"  means  an  individual  who  (i) is or was a
director or officer of the Corporation; (ii) an individual who, while a director
or officer of the Corporation, is or was serving at the Corporation's request as
a  director,   officer,   partner,   trustee,   member  of  any   governing   or
decision-making   committee,   employee   or  agent  of   another   corporation,
partnership,  joint  venture or other  enterprise;  or (iii) while a director or
officer of the  Corporation,  is or was serving an employee benefit plan because
his or her duties to the Corporation also impose duties on, or otherwise involve
services by, the person to the plan or to the  participants in or  beneficiaries
of  the  plan.   "Director"  or  "officer"   includes  the  estate  or  personal
representatives of a director or officer.

     (b) "Expenses"  include all fees, costs,  charges,  attorneys' counsel fees
and other expenses and disbursements incurred in connection with a proceeding.

     (c)  "Liability"  includes the  obligation  to pay a judgment,  settlement,
penalty,  fine, assessment or forfeiture,  including an excise tax assessed with
respect to or on an employee benefit plan, and reasonable expenses.

     (d) "Party"  includes an individual  who was or is, or who is threatened to
be  made,  or is at risk of  becoming,  a named  defendant  or  respondent  in a
proceeding.

     (e) "Proceeding" means any threatened,  pending or completed action,  suit,
claim,  litigation,  appeal,  arbitration  or other  proceeding,  whether civil,
criminal,  administrative  or investigative,  formal or informal,  predicated on
foreign,  federal,  state  or  local  law,  brought  by or in the  right  of the
Corporation  or by any other  person or by any  governmental  or  administrative
body.

ss. 9.06 Savings Clause.

     To the extent any court of competent  jurisdiction shall determine that the
indemnification  provided under this Article IX shall be invalid as applied to a
particular claim, issue or matter, the provisions hereof shall be deemed amended
to allow and require indemnification to the maximum extent permitted by law.

ss. 9.07 Effective Date.

     This  Article IX shall be deemed to be a contract  between the  Corporation
and each previous, current or future director or officer. The provisions of this
Article  IX shall  apply to all  proceedings  commenced  after the date  hereof,
whether  arising  from any  action  taken or failure to act before or after such
adoption. No amendment, modification or repeal of this Article IX shall diminish
the rights provided hereby or diminish the right to indemnification with respect
to any claim, issue or matter in any then pending or subsequent  proceeding that
is based in any material  respect on any alleged  action or failure to act prior
to such amendment, modification or repeal.

<PAGE>

                                    ARTICLE X

                                 CORPORATE SEAL

     The Board of  Directors  shall  provide a  corporate  seal  which  shall be
circular in form and shall have inscribed  thereon the name of the  Corporation,
the state of incorporation and the words "Corporate Seal."

                                   ARTICLE XI

                                   AMENDMENTS

ss. 11.01 Board of Directors.

     The Board of  Directors,  from time to time,  by vote of a majority  of the
directors  then  in  office,  may  adopt,  amend  or  repeal  any and all of the
Corporation's  Bylaws,  unless the Articles of  Incorporation or the Act reserve
this  power  exclusively  to  the  shareholders  in  whole  or in  part;  or the
shareholders,  in adopting,  amending or repealing a  particular  bylaw  provide
expressly that the Board of Directors may not amend or repeal that bylaw.

ss. 11.02 Shareholders.

     The  shareholders,  from time to time,  by vote of a majority of the shares
entitled to vote,  may adopt,  amend or repeal any and all of the  Corporation's
Bylaws.

ss. 11.03 Implied Amendments.

     Any  action  taken or  authorized  by the  shareholders  or by the Board of
Directors,  which would be inconsistent with the Bylaws then in effect but which
is taken or authorized by the unanimous  written consent of the  shareholders or
Board of  Directors  or by the  affirmative  vote of not less than the number of
shares  or the  number of  directors  required  to amend the  Bylaws so that the
Bylaws would be consistent  with such action,  shall be given the same effect as
though the Bylaws had been temporarily  amended or suspended so far, but only so
far, as is necessary to permit the specific action so taken or authorized.

<PAGE>

                                   EXHIBIT 3.3

              FIRST BANKING CENTER INC. 1994 INCENTIVE STOCK PLAN,
                                   AS AMENDED.

<PAGE>

                           FIRST BANKING CENTER, INC.
                            1994 INCENTIVE STOCK PLAN
                              (Revised August 2000)

Section 1.  Establishment, Purpose and Effective Date of Plan

     1.1  Establishment.  First  Banking  Center,  Inc. a Wisconsin  corporation
(together with any successor thereto, the "Corporation"), hereby establishes the
"FIRST  BANKING  CENTER,  INC. 2000 INCENTIVE  STOCK PLAN:  (the "Plan") for key
employees  of  the  Corporation  and  its  Subsidiaries  and  directors  of  the
Corporation  and its  Subsidiaries  who are not employees.  The Plan permits the
grant of Stock Options to such employees and directors.

     1.2  Purpose.  The purpose of the Plan is to advance the  interests  of the
Corporation   and  its   Subsidiaries  by  encouraging  and  providing  for  the
acquisition  of any equity  interest  in the success of the  Corporation  by key
employees and by enabling the  Corporation  and its  Subsidiaries to attract and
retain the services of key employees upon whose judgement,  interest, skills and
special effort the successful  conduct of their operations is largely dependent.
In  addition,  the  Plan is  designed  to  promote  the  best  interests  of the
Corporation  and its  shareholders  by  providing  a means to attract and retain
competent  directors  who  are  not  employees  of  the  Corporation  or of  any
Subsidiary and to provide  opportunities  for stock  ownership by such directors
which  will  increase  their  proprietary   interest  in  the  Corporation  and,
consequently,  their identification with the interest of the shareholders of the
Corporation.

     1.3  Effective  Date.  The Plan shall  become  effective  on August 8, 1994
subject,  however,  to the  approval  of the  Plan  by the  shareholders  of the
Corporation  at the next annual  meeting of  shareholders  within  twelve months
following the date of adoption of the Plan by the Board.

Section 2.  Definitions; Construction

     2.1 Definitions. Whenever used herein, the following terms shall have their
respective meanings set forth below:

          (a)  "Board" means the Board of Directors of the Corporation.

          (b)  "Board  of  Director"  means  any  member  of the  Board who is a
               Non-Employee Director.

          (c)  "Code" means the Internal Revenue Code of 1986, as amended.

          (d)  "Commission"  means the Unites  States  Securities  and  Exchange
               Commission or any successor agency.

          (e)  ""Committee"  means the  committee  of the Board as  specified in
               Section 3, appointed by the Board to administer  the Plan,  which
               shall consist of not less than three directors, each of whom is a
               "disinterested person" within the meaning of Rule 16b-3.

          (f)  "ERISA"  means the  Employee  Retirement  Income  Security Act of
               1974,as amended.

          (g)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
               amended from time to time.

<PAGE>

          (h)  "Fair  Market  Value"  means the fair  market  value of the Stock
               determined by such methods or procedures as shall be  established
               from time to time by the Committee after giving due consideration
               to recent sales of Stock; provided, however, that the Fair Market
               Value  shall  not be less than the par  value of the  Stock;  and
               provided further, that so long as the Stock is traded on a public
               market,  Fair Market  Value means the average of the high and low
               prices of a share of Stock in the over-the-counter  market on the
               specified  date, as reported by the NASDAQ National Market (or if
               no sales  occurred on such date, the last preceding date on which
               sales occurred);  provided, however, that if the principal market
               for the Stock is then a national  securities  exchange,  the Fair
               Market Value shall be the last  reported sale price of a share of
               Stock on the principal  securities exchange on which the Stock is
               traded on the  specified  date (or if no sales  occurred  on such
               date, the last preceding date on which sales occurred).

          (i)  "Hardship" means, with respect to a Participant, severe financial
               hardship due to illness or death in the  immediate  family of the
               Participant,  major uninsured  casualty loss or other  unforeseen
               events.

          (j)  "Key  Employee"  means any  officer or other key  employee of the
               Corporation  or of  any  Subsidiary  who  is  responsible  for or
               contributes to the  management,  growth or  profitability  of the
               business of the  Corporation  or any  Subsidiary as determined by
               the Committee.

          (k)  "Non-Employee  Director"  means  any  member  of the Board or any
               director  of  a  Subsidiary   who  is  not  an  employee  of  the
               Corporation or any Subsidiary.

          (l)  "Option"  means the right to purchase Stock at a stated price for
               a specified  period of time.  For purposes of the Plan, an Option
               may be either (I) an "incentive  stock option" within the meaning
               of  Section  422 of the  Code  or  (ii)  a  "non-qualified  stock
               option,"   except  that  all  Options   granted  to  Non-Employee
               Directors shall be non-qualified stock options.

          (m)  "Option Agreement" shall mean any written agreement, contract, or
               other instrument or document  evidencing any Option granted under
               the Plan.

          (n)  "Participant"  means any Key  Employee or  Non-Employee  Director
               designated  by the Committee to  participate  in the Plan and any
               Board Director.

          (o)  "Rule 16b-3" means Rule 16b-3 as  promulgated  by the  Commission
               under  the  Exchange  Act or any  successor  rule  or  regulation
               thereto.

          (p)  "Securities" shall have the meaning set forth in Section 10.1.

          (q)  "Stock"  means the  Common  Stock of the  Corporation,  $1.00 per
               value share.

          (r)  "Subsidiary"  means  any  present  or  future  subsidiary  of the
               Corporation, as defined in Section 424(f) of the Code.

     2.2 Number.  Except when otherwise  indicated by the context,  the singular
shall include the plural, and the plural shall include the singular.

<PAGE>

Section 3.  Administration

     The Plan shall be administered by the  Compensation  Committee of the Board
or by any other  committee  appointed by the Board  consisting  of not less than
three (3) directors. The Committee shall be comprised solely of directors,  each
of whom is a disinterested person within the meaning of Rule 16b-3.

     Subject to the terms of the Plan and  applicable  law, the Committee  shall
have full power and authority to: (I) designate Participants; (ii) determine the
type or types of Options to be granted  to  Participants  under the Plan;  (iii)
determine the number of shares to be covered by Options granted to Participants;
(iv)  determine the terms and conditions of any Option granted to a Participant;
(v) determine  whether,  to what extent,  and under what  circumstances  Options
granted  to  Participants  may  be  cancelled,  forfeited,  or  suspended;  (vi)
interpret and administer  the Plan and any instrument or agreement  relating to,
or Option  made  under , the Plan  (including,  without  limitation,  any Option
Agreement); (vii) establish, amend, suspend, or waive such rules and regulations
and  appoint  such  agents  as  it  shall  deem   appropriate   for  the  proper
administration of the Plan; and (viii) make any other determination and take any
other  action  that  the  Committee   deems   necessary  or  desirable  for  the
administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations,  interpretations and other decisions under or with
respect to the Plan or any Option  shall be within  the sole  discretion  of the
Committee, may be made at any time, and shall be final, conclusive,  and binding
upon all persons,  including the Corporation,  any Subsidiary,  any Participant,
any holder of beneficiary of any Option,  any  shareholder,  and any employee of
the Corporation or of any Subsidiary.


Section 4.  Eligibility and Participation

     Participants  in the Plan shall  consist of all Board  Directors  and those
individuals selected by the Committee from among those Key Employees,  including
any executive  officer of employee of the Corporation or of any Subsidiary,  and
Non-Employee  Directors  (other than Board Directors) who, in the opinion of the
Committee,  are in a position  to  contribute  materially  to the  Corporation's
continued growth and development and to its long-term financial success.

Section 5.  Stock Subject to Plan

     5.1  Number.  Subject to adjustment  as provided in Section  5.3, the total
number of shares of Stock with respect to which Options may be granted  pursuant
to the Plan shall be 300,000  determined  after giving effect to the stock split
approved  by the  directors  of the  Corporation  in the  form  of a 200%  stock
dividend on August 8, 1994,  effective as of August 10,  1994.  The shares to be
delivered  under the Plan may consist,  in whole or in part, of  authorized  but
unissued Stock or treasury Stock, not reserved for any other purpose.

     5.2  Unused Stock.  If, after the effective date of the Plan, any shares of
Stock  covered  by an Option  granted  under the  Plan,  or to which any  Option
relates,  are  forfeited  or if an Option  otherwise  terminates,  expires or is
cancelled prior to the delivery of all of the shares of Stock issuable  pursuant
to such Option, then the number of shares of Stock counted against the number of
shares available under the Plan in connection with the grant of such Option,  to
the extent of any such  forfeiture,  termination,  expiration  or  cancellation,
shall again be available for granting of additional Options under the Plan.

     5.3  Adjustments in  Capitalization.  In the event that the Committee shall
determine that any dividend or other distribution  (whether in the form of cash,
stock,  other  securities,  or other property),  recapitalization,  stock split,
reverse stock split, reorganization,  merger, consolidation, split-up, spin-off,
combination,  repurchase  or  exchange  of  stock  or  other  securities  of the
Corporation  issuance  of warrants  or other  rights to purchase  stock or other
securities of the Corporation,  or other similar corporate  transaction or event
(other than the stock split  referred to in Section  5.1) affects the Stock such
that an adjustment is determined by the Committee to be  appropriate in order to
prevent dilution or enlargement of the benefits or potential  benefits  intended
to be made available  under the Plan,  then the Committee may, in such manner as
it may deem equitable, adjust any or all of (I) the number and type of shares of
Stock  subject  to the Plan and  which  thereafter  may be made the  subject  of
Options under the Plan;  (ii) the number and types of shares of Stock subject to
outstanding  Options;  and (iii) the exercise  price with respect to any Option;
provided, however, in each case, that with respect to Options that are incentive
stock options,  no such  adjustment  shall be authorized to the extent that such
authority would cause options to cease to be treated as incentive stock options.
Any such  adjustment  shall  always be rounded to the  nearest  whole  number of
shares of Stock.

<PAGE>

Section 6.  Term of the Plan

     No Option shall be granted  under the Plan after  August 7, 2004.  However,
unless  otherwise  expressly  provided  in the Plan or in an  applicable  Option
Agreement,  any Option theretofore  granted may extend beyond such date, and, to
the extent  set forth in the Plan,  the  authority  of the  Committee  to amend,
alter,  adjust,  suspend,  discontinue or terminate any such Option, or to waive
any  authority of the Board to amend the Plan,  shall,  shall extend beyond such
date.

Section 7.  Stock Options

     7.1  Grant  of  Options to  Key Employees.  Subject  to  the  provisions of
Section5 and 6, Options may be granted to Participants who are Key Employees and
Non-Employee Directors (other than Board Directors) at any time and from time to
time as shall be determined by the Committee.  The Committee shall have complete
discretion  in  determining   the  number  of  Options   granted  to  each  such
Participant.  The Committee also shall  determine  whether an Option is to be an
incentive  stock  option  within the  meaning  of  Section  422 of the Code or a
nonqualified  stock  option.  However,  in no event shall the Fair Market  Value
(determined at the date of grant) of Stock with respect to which incentive stock
options are exercisable for the first time by a Participant  during any calendar
year exceed  $100,000.  Nothing in this Section 7 of the Plan shall be deemed to
prevent the grant of nonqualified stock options in excess of the maximum amounts
established by Section 422 of the Code.


     7.2  Grant of Options  to Board  Directors.  Simultaneously  with the first
grant of Options  under the Plan in December  1994,  each Board  Director  shall
automatically  be granted a nonqualified  stock option to purchase 100 shares of
Stock.  Thereafter,  simultaneously  with the grant of Options under the Plan to
other Participants in each December beginning in 1995 (or, of no such grants are
made in a  particular  year,  then on  December  31 of such  year),  each  Board
Director shall  automatically be granted a nonqualified stock option to purchase
100 shares of stock.  Beginning in December of 1998 and in December  thereafter,
each Board Director shall be automatically  granted a nonqualified  stock option
to purchase 500 shares of stock. Each option shall have an option price equal to
the Fair Market Value of the Stock on the date of the grant, shall expire on the
tenth  (10th)  anniversary  of the date of the grant and  subject  to Section 17
shall be first  exercisable  as to  one-third  (1/3) of the  shares on the first
anniversary  of the date of the  grant,  as to  another  one-third  (1/3) of the
shares  on the  second  anniversary  of the  date  of  the  grant  and as to the
remaining shares on the third anniversary of the date of the grant.

     7.3  Option Agreement.   Each  Option  shall  be  evidenced  by  an  Option
Agreementthat shall  specify the type of Option granted,  the Option price,  the
duration  ofthe  Option,  the  number  of shares  of Stock to  which the  Option
pertains and such other provisions as the Committee shall determine.

<PAGE>

     7.4  Option Price.  Subject to the provisions of Section 7.2 in the case of
Options granted to the Board  Directors,  no Option granted pursuant to the Plan
shall have an Option  price that is less than the Fair Market Value of the Stock
on the date the Option is  granted,  provided,  however,  that in the case of an
Option that is an incentive  stock option granted to any person then owning more
than ten percent (10%) of the outstanding  stock of the Corporation  (within the
meaning of Section 422 (b) (6) of the Code),  the Option price shall not be less
than one  hundred ten  percent  (110%) of the Fair Market  Value of the Stock on
such date.

     7.5  Duration of Options.  Subject to provisions of Section 7.2 in the case
of Options  granted to the Board of Directors,  each Option shall expire at such
time the Committee shall determine at the time it is granted, provided, however,
that no option shall be  exercisable  after the tenth (10th)  anniversary of its
grant and provided further that in no event shall any option granted to a person
then owning more than ten percent (10%) of the  Corporation's  outstanding stock
be exercisable after the expiration of five (5) years from the date of the grant
thereof.

     7.6  Exercise of Options.  Subject to the provisions  of Section 7.2 in the
case of Options granted to Board Directors, Options granted under the Plan shall
be exercisable at such times and be subject to such  restrictions and conditions
as the  Committee  shall in each instance  approve,  which terms need not be the
same for all Participants but shall be the same for all Non-Employee Directors.

     7.7  Payment.  The Committee  also shall determine the method or methods by
which, and the form or forms,  including,  without  limitation,  cash, shares of
Stock, other securities,  other Options,  or other property,  or any combination
thereof,  having a Fair Market Value on the exercise  date equal to the relevant
exercise price, in which payment of the exercise price with respect to an Option
may be or deemed to have been made.

     7.8  Incentive  Stock  Options.  The terms of any  incentive  stock  option
granted  under the Plan shall  comply in all  respects  with the  provisions  of
Section 422 of the Code, or any successor provision thereto, and any regulations
promulgated thereunder.

     7.9  Restrictions  on  Stock  Transferability.  Subject  to  the  terms  of
Sections 8 and 10, the Committee may impose such  restrictions  on any shares of
Stock acquired  pursuant to the  exercise of an Option  under the Plan as it may
deem advisable,  including,  without limitation,  restrictions imposed  by or in
order to comply with registration exemptions under applicable Federal securities
law,  under  the requirements  of any stock  exchange upon  which such shares of
Stock are then listed and under any blue sky or state securities law  applicable
to such shares.

Section 8.  Additional Transfer Restriction

     No  Participant  may sell or otherwise  dispose of stock  acquired upon the
exercise of an Option before the later of the expiration of the two-year  period
beginning  on the  date of the  grant of the  option  or the  expiration  of the
one-year period  beginning on the date of the exercise of such Option,  provided
that a Participant may dispose of the Stock by gift,  bequest, or inheritance at
any time.

<PAGE>

Section 9.  Corporate Offer to Purchase

     9.1  Offer. The Corporation shall offer to purchase the Stock acquired upon
the exercise of an Option upon the first to occur of the following events:

          (a)  The  Participant  ceases to be employed by the Corporation or any
               Subsidiary or, in the case of a Non-Employee Director,  ceases to
               serve as such director,  and shall have requested the Corporation
               to  purchase  such  Stock in a  written  notice  received  by the
               Corporation  within 180 days after the  Participant's  employment
               has terminated; or

          (b)  The Participant  shall have experienced a Hardship and shall have
               provided to the  Corporation  a written  irrevocable  election to
               have the Corporation purchase the Stock, including a statement in
               reasonable  detail as to the  nature of the  Hardship;  provided,
               however, that no Hardship shall exist for purposes of the Plan if
               the Board shall have so determined  within twenty (20) days after
               receiving  the  Participant's  written  election  and shall  have
               promptly   notified  the  Participant  of  its  determination  in
               writing.

     9.2  Terms of Offer.  The purchase  price for the  shares of Stock that the
Corporation  shall  purchase  pursuant  to Section  9.1 shall be the Fair Market
Value of the Stock on the  first  day that the  Corporation  shall  have  become
obligated to purchase such Stock. The purchase price shall be payable in cash on
the later to occur of:

          (a)  The  date  on  which  the  Fair  Market  Value  of the  Stock  is
               determined; or

          (b)  The date on which the  Participant  provides  to the  Corporation
               certificates   for  all  the  Stock  to  be   purchased   by  the
               Corporation,  duly  endorsed  in  blank  or  accompanied  by duly
               executed stock powers.

Section 10.  Rights of First Refusal

     10.1  Generally.  In  addition  to the  transfer  restrictions  provided in
Sections  7.8 and 8, no  Participant  or personal  representative  of a deceased
Participant  who holds Stock acquired under the Plan pursuant to the exercise of
an Option or any stock  issued as a stock  dividend  thereon  or any  securities
issued in lieu thereof or in substitution or exchange thereof (together referred
to herein as  "Securities")  shall sell or otherwise  dispose of the  Securities
without  first  offering the  Securities to the  Corporation  in writing for the
consideration  and  under  the  terms of  payment  to  apply to the  third-party
transfer.  The  written  offer  to  the  Corporation  shall  contain  all of the
information relating to the proposed  disposition,  including but not limited to
the name and address of the proposed purchaser, the number of shares of Stock to
be transferred and the terms of the transfer.

     10.2  Response to Offer. Upon receipt by the Corporation of any such offer,
the  Corporation  shall  have the right for a period of ten (10) days after such
receipt to purchase such Securities or place them with other stockholders of the
Corporation  on  the  terms  and at the  price  stated  in  such  offer.  If the
Corporation  shall fail to exercise  such rights  within ten (10) days after its
receipt of such offer of sale,  the offeror may,  within  thirty (30) days after
the date of delivery of such offer to the  Corporation,  sell the  Securities to
the proposed purchaser upon the same terms and price for which they were offered
to the  Corporation,  and after such sale such  Securities  shall be free of the
restrictions of this Section 10.

     10.3  Legend on  Certificates.  Certificates  for all  Securities  shall be
endorsed with a legend  referring to the  restrictions  on transfer set forth in
Sections 8 and 10.

<PAGE>

     10.4  Exceptions.  The  provisions  of this Section 10 shall not apply to a
gift or bequest of  Securities,  or disposition of the same pursuant to the laws
of intestate  succession,  provided,  however,  that any person who acquires any
Securities  by gift,  bequest or  intestate  succession  shall be subject to the
provisions  of this  Section 10 to the same  extent as though such person were a
Participant who acquired such Securities under the Plan.

     10.5  Waiver.  The provisions of this Section 10  may be waived in whole or
in part in any particular case or cases by the Committee or may be terminated at
any time by the Committee, whenever it may determine that no substantial benefit
to the Corporation is afforded by such provisions.

Section 11.  Beneficiary Designation

     Each  Participant  under  the  Plan  may,  from  time  to  time,  name  any
beneficiary of beneficiaries  (who may be named contingently or successively) by
whom any Option  under the Plan may be  exercised  in case of the  Participant's
death before he or she exercises the entire Option. Each designation will revoke
all prior designations with respect to the Options identified therein,  shall be
in a form  prescribed by the Committee and will be effective  only when filed by
the Participant in writing with the Committee during his or her lifetime.  I the
absence  of  any  such  designation,   Options  remaining   unexercised  at  the
Participant's  death may be  exercised  by the  personal  representative  of the
Participant.

Section 12.  Rights of Participants

     Nothing in the Plan shall  interfere  with or limit in any way the right of
the Corporation or any Subsidiary to terminate any  Participant's  employment or
position as a director at any time nor confer upon any  Participant any right to
continue  in the  employ,  or to remain a director,  of the  Corporation  or any
Subsidiary.

Section 13.  Amendment, Modifications and Termination of Plan

     13.1  Generally. Subject to the provisions of Section 13.2 the Board may at
any  time  terminate,  and from  time to time may  amend  or  modify  the  Plan,
provided,  however, that, notwithstanding any other provision of the Plan or any
Option  Agreement,  no  such  action  of  the  Board,  without  approval  of the
shareholders, may:

          (a)  Increase  the total amount of Stock which may be issued under the
               Plan, except as provided in Sections 5.1 and 5.3 of the Plan;

          (b)  Materially  increase the cost of the Plan or materially  increase
               the benefits to Participants; or

          (c)  Change the class of individuals eligible to receive Options.

     No amendment,  modification  or termination of the Plan shall in any manner
adversely  affect any Option  theretofore  granted  under the Plan,  without the
consent of the Participant.

     13.2  Board of Director Options.The  provisions of Section 7.2 (relating to
automatic  grants of Options to Board  Directors),  may not be amended more than
once in any six-month period, except as required by the Code, ERISA or the rules
and regulations thereunder.

<PAGE>

Section 14.  Tax Withholding

     No later than the date as of which an amount first  becomes  includible  in
the gross income of a Participant  for federal  income tax purposes with respect
to any Option under the plan, the Participant  shall pay to the Corporation,  or
make arrangements  satisfactory to the Corporation regarding the payment of, any
federal,  state,  local  or  foreign  taxes of any  kind  required  by law to be
withheld  with  respect  to such  amount.  Unless  otherwise  determined  by the
Committee,   withholding   obligations   arising  with  respect  to  Options  to
Participants  under the Plan may be  settled  with  shares  of Stock,  including
shares  that are  received  upon  exercise  of the Option that gives rise to the
withholding requirement. The obligations of the Corporation under the Plan shall
be  conditional on such payment or  arrangements,  and the  Corporation  and any
Subsidiary  shall, to the extent  permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the Participant.  The Committee may
establish  such  procedures  as  it  deems   appropriate  for  the  settling  of
withholding obligations with shares of Stock, including, without limitation, the
establishment of such procedures as may be necessary to satisfy the requirements
of Rule 16b-3.

Section 15.  General

     15.1  Rule 16b-3 Six-Month Limitations. Notwithstanding any other provision
of the Plan,  to the extent  required in order to comply  with Rule  16b-3,  any
equity  security  offered  pursuant to the Plan may not be sold for at least six
months after  acquisition,  except in the case of death or  disability,  and any
derivative  security issued pursuant to the Plan shall not be exercisable for at
least  six  months,  except  in the case of death or  disability  of the  holder
thereof.  Terms used in the preceding  sentence shall,  for the purposes of such
sentence only, have the meanings,  if any,  assigned or attributed to them under
Rule 16b-3.

     15.2  No  Consideration  for  Options.    Options   shall  be   granted  to
Participants  for  no cash  consideration  unless otherwise  determined  by  the
Committee.

     15.3  Limits on Transfer of Options. No Option, and no right under any such
Option,  shall  be  assignable,   alienable,   saleable  or  transferable  by  a
Participant  otherwise than be will or by the laws of descent and  distribution;
provided,   however,   that  a  Participant   may  designate  a  beneficiary  or
beneficiaries  to  exercise  his or her  rights,  and to  receive  any  property
distributable with respect to any Option as provided in Section 11 hereof.  Each
Option,  and each  right  under any  Option,  shall be  exercisable,  during the
lifetime of the  Participant  only by such  individual or, if permissible  under
applicable  law,  by such  individual's  guardian  or legal  representative.  No
Option, and no right under any such Option, may be pledged, alienated,  attached
or otherwise  encumbered,  and any purported pledge,  alienation,  attachment or
encumbrance  thereof shall be void and unforeseeable  against the Corporation or
any Subsidiary.

Section 16.  Legal Construction

     16.1  Requirements  of Law. The granting of Options  under the Plan and the
issuance of shares of Stock in  connection  with an Option,  shall be subject to
all  applicable  laws,  rules  and  regulations,  and to such  approvals  by any
governmental agencies or national securities exchanges as may be required.

     16.2  Governing Law.  The Plan,  and all Option Agreements hereunder, shall
be  construed  in  accordance  with and  governed  by the  laws of  the State of
Wisconsin.

     16.3  Severability. If any provision of the Plan or any Option Agreement or
any Option is or becomes or is deemed to be invalid, illegal or unenforceable in
any  jurisdiction,  or as to any person or Option, or would disqualify the Plan,
any Option  Agreement  or any  Option  under any law  deemed  applicable  by the
Committee,  such  provision  shall be construed or deemed  amended to conform to
applicable laws, or if it cannot be so construed or deemed amended  without,  in
the determination of the Committee,  materially altering the intent of the Plan,
any Option Agreement or the Option,  such provision shall be stricken as to such
jurisdiction,  person or Option,  and the remainder of the Plan, any such Option
Agreement and any such Option shall remain in full force and effect.

<PAGE>

Section 17.  Change in Control

          (a)  For  purposes of the Plan,  a "Change in Control"  shall mean and
               include any  transaction  or series of  transactions  pursuant to
               which any person (as defined in Section 3(a) (9) and 13(d) of the
               Securities  Exchange  Act of 1934 (the  "Exchange  Act"),  acting
               directly or indirectly,  acquires or becomes the beneficial owner
               (as defined in rule 13(d)-3 promugulated pursuant to the Exchange
               Act) of  twenty-five  percent  (25%)  or more of the  outstanding
               stock or  substantially  all of the assets of the  Corporation or
               any of its Subsidiaries,  or pursuant to which the Corporation or
               any of its  Subsidiaries  shall merge,  consolidate  or liquidate
               with or into another Corporation or business entity. For purposes
               of this  Section 17, a "Change in  Control"  shall occur upon the
               earlier of I) the execution of any legally  binding  agreement or
               other  document of any nature  (including  without  limitation  a
               stock purchase agreement, merger or consolidation agreement, plan
               of liquidation,  asset purchase  agreement)  which will result in
               such acquisition, ownership, merger, consolidation or liquidation
               or (ii) the consummation of the aforedescribed events. "Change in
               Control" shall not refer to or include any transaction  involving
               only   entities   controlled   directly  or   indirectly  by  the
               Corporation.

          (b)  Following a change in control,  the Options  granted  pursuant to
               this Agreement shall become  immediately  exercisable in full, to
               the  extent  that  the  Options   had  not   theretofore   become
               exercisable,  notwithstanding  the provisions of Section 3 or any
               other provisions of this Agreement.

<PAGE>

                                    EXHIBIT A

                   AMENDMENT OF THE 1994 INCENTIVE STOCK PLAN

Section 7.2 of the 1994 Incentive Stock Plan reading as follows:

"Section 7.2 Grant of Options to Board of Directors

     Simultaneously  with the first grant of Options under the Plan in December,
1994, each Board Director shall  automatically  be granted a nonqualified  stock
option to  purchase  100 shares of Stock.  Thereafter,  simultaneously  with the
grant of Options under the Plan to other Participants in each December beginning
in 1995 (or, if no such grants are made in a particular  year,  then on December
31,  of such  year),  each  Board  Director  shall  automatically  be  granted a
nonqualified stock option to purchase 100 shares of Stock. Beginning in December
1998 and in each December thereafter, each Board Director shall automatically be
granted a nonqualified  stock option to purchase 500 shares of Stock.  Each such
Option shall have an Option price equal to the Fair Market Value of the Stock on
the date of grant,  shall expire on the tenth (10th)  anniversary of the date of
grant,  and  subject to Section 17 shall be first  exercisable  as to  one-third
(1/3) of the shares on the first anniversary of the date of grant, as to another
one-third (1/3) of the shares on the second anniversary of the date of grant and
as to the  remaining  shares on the third (3rd)  anniversary  of the date of the
grant."

is deleted in its entirety and the following is inserted in lieu thereof:


"Section 7.2 Grant of Options to Board of Directors

     Beginning  in  December of the year 2000 and in each  December  thereafter,
each Board Director shall  automatically be granted a nonqualified  stock option
to purchase  800 shares of Stock.  Each such Option  shall have an Option  Price
equal to the Fair Market  Value of the Stock on the date of grant,  shall expire
on the tenth (10th) anniversary of the date of the grant, and subject to Section
17  shall  be  first  exercisable  as to  one-third  (1/3)  on the  first  (1st)
anniversary of the date of grant, as to another one-third (1/3) of the shares on
the second (2nd) anniversary of the date of grant and as to the remaining shares
on the third (3rd) anniversary of the date of grant."

<PAGE>

                             EXHIBIT 3.4 AND 3.4(a)

                                   EXHIBIT 3.4

                STOCK OPTION AGREEMENT FOR USE WITH FIRST BANKING
                     CENTER, INC. 1994 INCENTIVE STOCK PLAN
                           FOR INCENTIVE STOCK OPTIONS

                                 EXHIBIT 3.4(a)

                STOCK OPTION AGREEMENT FOR USE WITH FIRST BANKING
                   CENTER, INC., 1994 INCENTIVE STOCK PLAN FOR
                           NON-QUALIFIED STOCK OPTIONS

<PAGE>

                           FIRST BANKING CENTER, INC.
                            (a Wisconsin corporation)

                           1994 Incentive Stock Plan
                             Stock Option Agreement

Optionee:

Date of Grant:

Number of Shares:

Exercise Price Per Share:

Expiration Date:

     First Banking  Center,  Inc. and the  above-named  Optionee hereby agree as
follows:

          1.   Grant  of  Stock  Options.  In  consideration  of  the  continued
               employment  of  the  Optionee,  First  Banking  Center,  Inc.,  a
               Wisconsin  corporation  (hereinafter  called the  "Corporation"),
               grants to the Optionee the option (the  "Option)) to purchase the
               number of shares of Common Stock,  $1.00 par value per share,  of
               the  Corporation,  set forth  above  for an  amount  equal to the
               Exercise Prices per Share,  set forth above, all on the terms and
               conditions  hereinafter  stated.  The Option is intended to be an
               incentive  stock option  within the meaning of Section 422 of the
               Code as to 100% of such shares.

          2.   Plan.  The  Option is  granted  under and  pursuant  to the First
               Banking  Center,  Inc 1994 Incentive Stock Plan for key employees
               and   non-employee   directors   of  the   Corporation   and  its
               Subsidiaries  adopted  August 8, 1994 as amended  on April  20th,
               1999 and  April  17th,  2001(herein  called  the  "Plan")  and is
               subject  to each  and all of the  provisions  thereof,  a copy of
               which Plan has previously been furnished or made available to the
               optionee.  All  capitalized  terms not otherwise  defined therein
               shall have the meanings assigned to such terms in the Plan.

          3.   Exercise of Option.  Subject to the conditions stated herein, the
               right to exercise  the Option  shall accrue as to one third (1/3)
               of the shares on the first  anniversary of the date of grant,  as
               to  another   one  third  (1/3)  of  the  shares  on  the  second
               anniversary  of the date of the  grant,  and as to the  remaining
               shares  on the third  anniversary  of the date of the  grant.  No
               partial  exercise of the Option may be for less than  twenty-five
               (25) share lots or multiples thereof.

<PAGE>

     In the event that the  Optionee's  employment  with,  the  Corporation or a
Subsidiary terminates by reason of death or the attainment of age 65, the option
shall become  immediately  exercisable in full to the extent that the Option had
not therefore become  exercisable.  In the event that the Optionee's  employment
with, the Corporation or a Subsidiary terminates for any reason other than death
or the attainment of age 65, prior to the date on which the Option becomes fully
exercisable, the Optionee's right to exercise the Option granted hereunder shall
be  forfeited  to the  extent  it  was  not  exercisable  on the  date  of  such
termination.

          4.   Term of Option.  The term of this  Option  shall  expire ten (10)
               years  from  the date of grant or  three  (3)  months  after  the
               termination   of  the   Optionee's   employment   with,  of,  the
               Corporation or its Subsidiaries,  whichever occurs first, subject
               to the following provisions:

               a)   If the termination of employment is caused by the Optionee's
                    death,  this Option may be exercised in full,  to the extent
                    it had not  previously  been  exercised,  within twelve (12)
                    months after the Optionees death by the Optionee's executors
                    or administrators or by any person or persons who shall have
                    acquired the Option  directly  from the Optionee by will, by
                    the laws of descent and distribution or as the result of any
                    beneficiary  designation  made pursuant to Section 11 of the
                    Plan; and

               b)   If the termination of the Optionee's employment is caused by
                    the Optionee's  disability,  this Option may be exercised in
                    full, to the extent it had not  previously  been  exercised,
                    within twelve (12) months after the Optionee's disability by
                    the  Optionee  or the  Optionee's  guardian  or other  legal
                    representative.

     Notwithstanding any other provision of this Agreement to the contrary, this
Option shall not be exercisable after ten (10) years from the date of grant.

          5.   Notice of Exercise  of Option.  The  Optionee  or the  Optionee's
               representative  may exercise this Option by giving written notice
               to  the  Corporation  at  400  Milwaukee   Avenue,  PO  Box  660,
               Burlington,  Wisconsin  53105,  Attention:  Corporate  Secretary,
               specifying  the  election to exercise  the Option,  the number of
               shares of Stock in respect of which it is being exercised and the
               form  of  payment  and  the  number  of  shares,  it  any,  to be
               surrendered  as part of the Exercise  Price.  The Optionee or the
               Optionee's   representative   shall   deliver  to  the  Corporate
               Secretary,  at the time of giving such  notice  payment in a form
               that  conforms  to the  requirements  of Section 6 hereof for the
               full  amount of the  Exercise  Price of the Shares of Stock as to
               which this Option is exercised.

          The notice  shall be signed by the person or persons  exercising  this
     Option,   and  in  the  event  this  Option  is  being   exercised  by  the
     representative   of  the  Optionee,   it  shall  be  accompanied  by  proof
     satisfactory  to the  Corporation  of the  right of the  representative  to
     exercise  the  Option.  No share of stock  shall be  issued  until  payment
     therefore has been made. The  Corporation  shall  thereafter  cause to be a
     issued a certificate  or  certificates  for the shares of Stock as to which
     this Option  shall have been so  exercised,  registered  in the name of the
     person or persons so exercising the Option,  and cause such  certificate or
     certificates  to be  delivered  to or upon  the  order  of such  person  or
     persons.

<PAGE>

          6.   Payment  for  Stock.  At the time of giving  notice  of  exercise
               pursuant  to Section 5 hereof,  the  Optionee  or the  Optionee's
               representative  shall deliver to the Corporate  Secretary payment
               for the amount of the Exercise Price of the shares of Stock as to
               which the Option is being exercised in United States dollars,  by
               cash or check.

          7.   Withholding Tax. In the event the Corporation  determines that it
               is required to withhold  state or Federal  income tax or FICA tax
               as a result of the exercise of the Option,  as a condition to the
               exercise  of the  Option,  the  Optionee  will make  arrangements
               satisfactory  to the  Corporation  to enable it to  satisfy  such
               withholding requirements.

          8.   Legality of Issuance. No shares of Stock shall be issued upon the
               exercise  of any  Option  unless  and until the  Corporation  has
               determined that:

               a)   It and the  Optionee  have  taken all  actions  required  to
                    register  the shares of Stock  under the  Securities  Act of
                    1933, as amended (the  "Securities  Act"),  or to perfect an
                    exemption from the registration requirements thereof;

               b)   Any applicable listing requirements of any stock exchange on
                    which the Stock is listed have been satisfied; and

               c)   Any other  applicable  provision of state or Federal law has
                    been satisfied.

          9.   Securities  Law  Restriction  on  Transfers.  The shares of Stock
               acquired  pursuant to the  exercise of the Option may not be sold
               or otherwise disposed of except as otherwise provided in Sections
               8, 9 or 10 of the Plan.  In addition,  and  regardless of whether
               the offering and sale of shares of Stock under the Plan have been
               registered  under the Securities  Act, or have been registered or
               qualified under the securities laws of any state, the Corporation
               may impose  restrictions  upon the sale, pledge or other transfer
               of such shares of Stock  (including  the placement of appropriate
               legends  on  stock  certificates)  if,  in  the  judgment  of the
               Corporation and its counsel,  such  restrictions are necessary or
               desirable in order to achieve  compliance  with the provisions of
               the Securities Act, the securities laws of any state or any other
               law. In the event that the sale of shares of Stock under the Plan
               is not  registered  under the  Securities Act but an exemption is
               available  which requires an investment  representation  or other
               representation,  the  Optionee  represents  and  agrees  that the
               shares of Stock to be  acquired  pursuant  to the  exercise of an
               Option hereunder shall be acquired for investment, and not with a
               view to the  sale or  distribution  thereof.  Stock  certificates
               evidencing shares of Stock acquired under the Plan pursuant to an
               unregistered  transaction  shall bear the  following or a similar
               restrictive  legend as  required  or deemed  advisable  under the
               provisions of any applicable law:

<PAGE>

                    "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
                    REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED
                    ("SECURITES  ACT").  ANY TRANSFER OF SUCH SECURITIES WILL BE
                    INVALID UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES
                    ACT IS IN EFFECT AS TO SUCH  TRANSFER  OR IN THE  OPINION OF
                    COUNSEL FOR THE ISSUER SUCH  REGISTRATION  IS UNNECESSARY IN
                    ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SECURITIES ACT."

          10.  Other Restrictions.  The shares of Stock acquired pursuant to the
               exercise of the Option are further subject to additional transfer
               restrictions  pursuant to amended  Section 8 of the Plan and to a
               right of first refusal  pursuant to Section 10 of the Plan. Stock
               certificates  evidencing  shares of Stock acquired under the Plan
               shall also bear the following or a similar restrictive legend:

                    "ANY   SALE,   ASSIGNMENT,   TRANSFER,   PLEDGE,   OR  OTHER
                    DISPOSITION  OF THE  SHARES  OF  STOCK  REPRESENTED  BY THIS
                    CERTIFICATE  IS RESTRICTED BY, AND SUJBECT TO, THE TERMS AND
                    PROVISIONS OF THE FIRST BANKING  CENTER,  INC 1994 INCENTIVE
                    STOCK PLAN,  (AS  AMENDED) A COPY OF WHICH IS ON FILE IN THE
                    OFFICE OF THE SECRETARY OF THE CORPORATION. BY ACCEPTANCE OF
                    THIS  CERTIFICATE,  THE HOLDER  HEREOF AGREES TO BE BOUND BY
                    THE TERMS OF THIS PLAN."

          11.  Shareholder  Approval.  The Plan was approved by the  affirmative
               vote of the holders of a majority  of the issued and  outstanding
               shares of stock of the  Corporation  at the annual meeting of the
               shareholders held on April 11, 1995 and amended with the required
               approval of the  shareholders at the annual meeting held on April
               20, 1999 and April 17th, 2001.

          12.  Removal of Legends. If, in the opinion of the Corporation and its
               counsel,  any legend placed on a stock  certificate  representing
               shares of Stock  sold under the Plan is no longer  required,  the
               holder of such  certificate  shall be entitled  to exchange  such
               certificate  for a  certificate  representing  the same number of
               shares of Stock but lacking such legend.


          13.  No Right to  Continued  Employment.  This grant  shall not confer
               upon the  Optionee  any right  with  respect  to  continuance  of
               employment by, or a position as a director of, the Corporation or
               any Subsidiary,  nor shall it interfere in any way with the right
               of his or her employer to terminate  such  employment or position
               at any time.

<PAGE>

          14.  Miscellaneous.


               a)   Entire  Agreement.  This  Agreement  and the  Plan  together
                    constitute the entire  agreement  between the parties hereto
                    with respect to the subject  matter hereof and thereof,  and
                    there   have  been  and  are  no   restrictions,   promises,
                    agreements or covenants between the parties other than those
                    set forth or provided for herein.

               b)   Assignment. Except as specifically provided herein or in the
                    Plan,   neither  this  Agreement  nor  any  of  the  rights,
                    interests or obligations  contained herein shall be assigned
                    by either of the parties  hereto,  without the prior written
                    consent of the other  party,  and any  attempted  assignment
                    without  such  written  consent  shall  be null and void and
                    without  legal effect.  Subject to the  foregoing  sentence,
                    this Agreement  shall be binding upon and insure the benefit
                    of  the  respective   parties  hereto  and  their  permitted
                    successors and assigns.

               c)   Amendment  or  Modification.  No term or  provision  of this
                    Agreement may be amended,  modified or supplemented  orally,
                    but only by an  instrument  in  writing  signed by the party
                    against  which or whom  the  enforcement  of the  amendment,
                    modification or supplement is sought.

               d)   Counterparts.  This Agreement may be executed in two or more
                    counterparts, each of which shall be deemed an original, but
                    all of  which  together  shall  constitute  one and the same
                    instrument.

               e)   Governing  Law.  This  Agreement  shall be  governed  by the
                    internal  laws of the State of  Wisconsin as to all matters,
                    including   but  not   limited  to   matters  of   validity,
                    construction, effect, performance and remedies.


          15.  Change in Control

               (a)  For purposes of this Agreement,  a "Change in control" shall
                    mean  and   include

               (b)  any transaction or series of transactions  pursuant to which
                    any person (as defined in Section 3 (a) (9) and 13(d) of the
                    Securities  Exchange  Act of  1934  (the  "Exchange  Act")),
                    acting  directly  or  indirectly,  acquires  or becomes  the
                    beneficial  owner (as  defined in rule  13(d)-3  promulgated
                    pursuant to the Exchange Act) of  twenty-five  percent (25%)
                    or more of the outstanding stock or substantially all of the
                    assets of the  Corporation  or any of its  subsidiaries,  or
                    pursuant to which the corporation or any of its subsidiaries
                    shall merge,  consolidate  or liquidate with or into another

<PAGE>
                    corporation or business entity. For purposes of this Section
                    15, a "Change in Control" shall occur upon the earlier of i)
                    the  execution  of any legally  binding  agreement  or other
                    document of any nature (including without limitation a stock
                    purchase agreement,  merger or consolidation agreement, plan
                    of liquidation,  asset purchase agreement) which will result
                    in such  acquisition,  ownership,  merger,  consolidation or
                    liquidation or (ii) the  consummation of the  aforedescribed
                    events.  "Change in  Control"  shall not refer to or include
                    any transaction  involving only entities controlled directly
                    or indirectly by the  Corporation.(b)  Following a change in
                    control,  the Options  granted  pursuant  to this  Agreement
                    shall become immediately  exercisable in full, to the extent
                    that the Options  had not  theretofore  become  exercisable,
                    notwithstanding  the  provisions  of  Section 3 or any other
                    provisions of this Agreement.


     IN WITNESS  WHEREOF,  the  Corporation has caused this Agreement to be duly
executed,  and the Optionee has executed this  Agreement,  all as of the day and
year first above written.

                                                      FIRST BANKING CENTER, INC.

                                                  By: __________________________
                                                                           Title

                                                Attest _________________________


     The undersigned  Optionee  hereby accepts the Option granted  hereunder and
designates  ______________________  as the beneficiary to whom the Option may be
transferred  in  the  event  of  my  death.  I  understand  that  the  foregoing
designation  may  be  revoked  by me in  writing  at any  time  and  that  if no
designation is in effect at the time of my death the Option shall be transferred
to my estate.

                                                     ---------------------------
                                                                        Optionee

<PAGE>

                           FIRST BANKING CENTER, INC.
                            (a Wisconsin corporation)

                           1994 Incentive Stock Plan
                             Stock Option Agreement

Optionee:

Date of Grant:

Number of Shares:

Exercise Price Per Share

Expiration Date:

     First Banking  Center,  Inc. and the  above-named  Optionee hereby agree as
follows:

          1.   Grant  of  Stock  Options.  In  consideration  of  the  continued
               employment  of  the  Optionee  or  the  Optionee's  service  as a
               director,  First Banking  Center,  Inc., a Wisconsin  corporation
               (hereinafter  called the  "Corporation"),  grants to the Optionee
               the option (the  "Option))  to  purchase  the number of shares of
               Common Stock, $1.00 par value per share, of the Corporation,  set
               forth above for an amount equal to the Exercise Prices per Share,
               set forth  above,  all on the terms  and  conditions  hereinafter
               stated.

          2.   Plan.  The  Option is  granted  under and  pursuant  to the First
               Banking  Center,  Inc 1994 Incentive Stock Plan for key employees
               and   non-employee   directors   of  the   Corporation   and  its
               Subsidiaries  adopted  August 8, 1994 as amended  on April  20th,
               1998 and April  17th,  2001  (herein  called the  "Plan")  and is
               subject  to each  and all of the  provisions  thereof,  a copy of
               which Plan has previously been furnished or made available to the
               optionee.  All  capitalized  terms not otherwise  defined therein
               shall have the meanings assigned to such terms in the Plan.

          3.   Exercise of Option.  Subject to the conditions stated herein, the
               right to exercise  the Option  shall accrue as to one third (1/3)
               of the shares on the first  anniversary of the date of grant,  as
               to  another   one  third  (1/3)  of  the  shares  on  the  second
               anniversary  of the date of the  grant,  and as to the  remaining
               shares  on the third  anniversary  of the date of the  grant.  No
               partial  exercise of the Option may be for less than  twenty-five
               (25) share lots or multiples thereof.

                         In the event that the  Optionee's  employment  with, or
                    position as a director of, the  Corporation  or a Subsidiary
                    terminates  by reason of death or the  attainment of age 65,
                    the option shall become  immediately  exercisable in full to
                    the  extent  that  the  Option  had  not  therefore   become
                    exercisable.  In the event  that the  Optionee's  employment
                    with,  or position as a director  of, the  Corporation  or a
                    Subsidiary terminates for any reason other than death or the
                    attainment  of age 65, prior to the date on which the Option
                    becomes fully exercisable,  the Optionee's right to exercise
                    the  Option  granted  hereunder  shall be  forfeited  to the
                    extent  it  was  not   exercisable   on  the  date  of  such
                    termination.

          4.   Term of Option.  The term of this  Option  shall  expire ten (10)
               years  from  the date of grant or  three  (3)  months  after  the
               termination of the Optionee's  employment  with, or position as a
               director  of,  the  Corporation  or its  Subsidiaries,  whichever
               occurs first, subject to the following provisions:

               a)   If the  termination  of employment or position as a director
                    is  caused  by the  Optionee's  death,  this  Option  may be
                    exercised in full, to the extent it had not previously  been
                    exercised,  within  twelve (12) months  after the  Optionees
                    death by the Optionee's  executors or  administrators  or by
                    any person or persons  who shall  have  acquired  the Option
                    directly  from the Optionee by will,  by the laws of descent
                    and  distribution  or  as  the  result  of  any  beneficiary
                    designation made pursuant to Section 11 of the Plan; and

<PAGE>

               b)   If the termination of the Optionee's  employment or position
                    as a director is caused by the Optionee's  disability,  this
                    Option may be  exercised  in full,  to the extent it had not
                    previously been  exercised,  within twelve (12) months after
                    the Optionee's  disability by the Optionee or the Optionee's
                    guardian or other legal representative.

     Notwithstanding any other provision of this Agreement to the contrary, this
Option shall not be exercisable after ten (10) years from the date of grant.

          5.   Notice of Exercise  of Option.  The  Optionee  or the  Optionee's
               representative  may exercise this Option by giving written notice
               to  the  Corporation  at  400  Milwaukee   Avenue,  PO  Box  660,
               Burlington,  Wisconsin  53105,  Attention:  Corporate  Secretary,
               specifying  the  election to exercise  the Option,  the number of
               shares of Stock in respect of which it is being exercised and the
               form  of  payment  and  the  number  of  shares,  it  any,  to be
               surrendered  as part of the Exercise  Price.  The Optionee or the
               Optionee's   representative   shall   deliver  to  the  Corporate
               Secretary,  at the time of giving such  notice  payment in a form
               that  conforms  to the  requirements  of Section 6 hereof for the
               full  amount of the  Exercise  Price of the Shares of Stock as to
               which this Option is exercised.


     The notice shall be signed by the person or persons exercising this Option,
and in the event this Option is being  exercised  by the  representative  of the
Optionee,  it shall be accompanied by proof  satisfactory  to the Corporation of
the right of the  representative to exercise the Option. No share of stock shall
be  issued  until  payment  therefore  has  been  made.  The  Corporation  shall
thereafter  cause to be a issued a certificate or certificates for the shares of
Stock as to which this Option shall have been so  exercised,  registered  in the
name of the  person  or  persons  so  exercising  the  Option,  and  cause  such
certificate or  certificates to be delivered to or upon the order of such person
or persons.

          6.   Payment  for  Stock.  At the time of giving  notice  of  exercise
               pursuant  to Section 5 hereof,  the  Optionee  or the  Optionee's
               representative  shall deliver to the Corporate  Secretary payment
               for the amount of the Exercise Price of the shares of Stock as to
               which the Option is being exercised in United States dollars,  by
               cash or check.

          7.   Withholding Tax. In the event the Corporation  determines that it
               is required to withhold  state or Federal  income tax or FICA tax
               as a result of the exercise of the Option,  as a condition to the
               exercise  of the  Option,  the  Optionee  will make  arrangements
               satisfactory  to the  Corporation  to enable it to  satisfy  such
               withholding requirements.

          8.   Legality of Issuance. No shares of Stock shall be issued upon the
               exercise  of any  Option  unless  and until the  Corporation  has
               determined that:

               a)   It and the  Optionee  have  taken all  actions  required  to
                    register  the shares of Stock  under the  Securities  Act of
                    1933, as amended (the  "Securities  Act"),  or to perfect an
                    exemption from the registration requirements thereof;

               b)   Any applicable listing requirements of any stock exchange on
                    which the Stock is listed have been satisfied; and

               c)   Any other  applicable  provision of state or Federal law has
                    been satisfied.

<PAGE>

          9.   Securities  Law  Restriction  on  Transfers.  The shares of Stock
               acquired  pursuant to the  exercise of the Option may not be sold
               or otherwise disposed of except as otherwise provided in Sections
               8, 9 or 10 of the Plan.  In addition,  and  regardless of whether
               the offering and sale of shares of Stock under the Plan have been
               registered  under the Securities  Act, or have been registered or
               qualified under the securities laws of any state, the Corporation
               may impose  restrictions  upon the sale, pledge or other transfer
               of such shares of Stock  (including  the placement of appropriate
               legends  on  stock  certificates)  if,  in  the  judgment  of the
               Corporation and its counsel,  such  restrictions are necessary or
               desirable in order to achieve  compliance  with the provisions of
               the Securities Act, the securities laws of any state or any other
               law. In the event that the sale of shares of Stock under the Plan
               is not  registered  under the  Securities Act but an exemption is
               available  which requires an investment  representation  or other
               representation,  the  Optionee  represents  and  agrees  that the
               shares of Stock to be  acquired  pursuant  to the  exercise of an
               Option hereunder shall be acquired for investment, and not with a
               view to the  sale or  distribution  thereof.  Stock  certificates
               evidencing shares of Stock acquired under the Plan pursuant to an
               unregistered  transaction  shall bear the  following or a similar
               restrictive  legend as  required  or deemed  advisable  under the
               provisions of any applicable law:

                    "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
                    REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED
                    ("SECURITES  ACT").  ANY TRANSFER OF SUCH SECURITIES WILL BE
                    INVALID UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES
                    ACT IS IN EFFECT AS TO SUCH  TRANSFER  OR IN THE  OPINION OF
                    COUNSEL FOR THE ISSUER SUCH  REGISTRATION  IS UNNECESSARY IN
                    ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SECURITIES ACT."

          10.  Other Restrictions.  The shares of Stock acquired pursuant to the
               exercise of the Option are further subject to additional transfer
               restrictions  pursuant to amended  Section 8 of the Plan and to a
               right of first refusal  pursuant to Section 10 of the Plan. Stock
               certificates  evidencing  shares of Stock acquired under the Plan
               shall also bear the following or a similar restrictive legend:

                    "ANY   SALE,   ASSIGNMENT,   TRANSFER,   PLEDGE,   OR  OTHER
                    DISPOSITION  OF THE  SHARES  OF  STOCK  REPRESENTED  BY THIS
                    CERTIFICATE  IS RESTRICTED BY, AND SUJBECT TO, THE TERMS AND
                    PROVISIONS OF THE FIRST BANKING  CENTER,  INC 1994 INCENTIVE
                    STOCK PLAN,  (AS  AMENDED) A COPY OF WHICH IS ON FILE IN THE
                    OFFICE OF THE SECRETARY OF THE CORPORATION. BY ACCEPTANCE OF
                    THIS  CERTIFICATE,  THE HOLDER  HEREOF AGREES TO BE BOUND BY
                    THE TERMS OF THIS PLAN."

          11.  Shareholder  Approval.  The Plan was approved by the  affirmative
               vote of the holders of a majority  of the issued and  outstanding
               shares of stock of the  Corporation  at the annual meeting of the
               shareholders held on April 11, 1995 and amended with the required
               approval of the  shareholders at the annual meeting held on April
               20, 1999 and April 17th, 2001

          12.  Removal of Legends. If, in the opinion of the Corporation and its
               counsel,  any legend placed on a stock  certificate  representing
               shares of Stock  sold under the Plan is no longer  required,  the
               holder of such  certificate  shall be entitled  to exchange  such
               certificate  for a  certificate  representing  the same number of
               shares of Stock but lacking such legend.

<PAGE>

          13.  No Right to  Continued  Employment.  This grant  shall not confer
               upon the  Optionee  any right  with  respect  to  continuance  of
               employment by, or a position as a director of, the Corporation or
               any Subsidiary,  nor shall it interfere in any way with the right
               of his or her employer to terminate  such  employment or position
               at any time.

          14.  Miscellaneous.

               a)   Entire  Agreement.  This  Agreement  and the  Plan  together
                    constitute the entire  agreement  between the parties hereto
                    with respect to the subject  matter hereof and thereof,  and
                    there   have  been  and  are  no   restrictions,   promises,
                    agreements or covenants between the parties other than those
                    set forth or provided for herein.


               b)   Assignment. Except as specifically provided herein or in the
                    Plan,   neither  this  Agreement  nor  any  of  the  rights,
                    interests or obligations  contained herein shall be assigned
                    by either of the parties  hereto,  without the prior written
                    consent of the other  party,  and any  attempted  assignment
                    without  such  written  consent  shall  be null and void and
                    without  legal effect.  Subject to the  foregoing  sentence,
                    this Agreement  shall be binding upon and insure the benefit
                    of  the  respective   parties  hereto  and  their  permitted
                    successors and assigns.

                    c)   Amendment or Modification. No term or provision of this
                         Agreement  may be  amended,  modified  or  supplemented
                         orally,  but only by an instrument in writing signed by
                         the party against which or whom the  enforcement of the
                         amendment, modification or supplement is sought.

                    d)   Counterparts.  This Agreement may be executed in two or
                         more  counterparts,  each of which  shall be  deemed an
                         original,  but all of which together  shall  constitute
                         one and the same instrument.

                    e)   Governing Law. This Agreement  shall be governed by the
                         internal  laws  of the  State  of  Wisconsin  as to all
                         matters,  including  but  not  limited  to  matters  of
                         validity,   construction,   effect,   performance   and
                         remedies.

          15.  Change in Control

                    (a)  For purposes of this  Agreement,  a "Change in control"
                         shall mean and  include  any  transaction  or series of
                         transactions  pursuant  to which any person (as defined
                         in  Section  3 (a)  (9)  and  13(d)  of the  Securities
                         Exchange  Act of 1934  (the  "Exchange  Act")),  acting
                         directly  or   indirectly,   acquires  or  becomes  the
                         beneficial   owner   (as   defined   in  rule   13(d)-3
                         promulgated   pursuant   to  the   Exchange   Act)   of
                         twenty-five  percent  (25%) or more of the  outstanding
                         stock  or  substantially  all  of  the  assets  of  the
                         Corporation or any of its subsidiaries,  or pursuant to
                         which the corporation or any of its subsidiaries  shall
                         merge,  consolidate  or liquidate  with or into another
                         corporation  or business  entity.  For purposes of this
                         Section 15, a "Change in Control"  shall occur upon the
                         earlier  of i) the  execution  of any  legally  binding
                         agreement  or other  document of any nature  (including
                         without limitation a stock purchase  agreement,  merger
                         or consolidation agreement, plan of liquidation,  asset
                         purchase   agreement)   which   will   result  in  such
                         acquisition,   ownership,   merger,   consolidation  or
                         liquidation   or   (ii)   the   consummation   of   the
                         aforedescribed  events.  "Change in Control"  shall not
                         refer to or  include  any  transaction  involving  only
                         entities  controlled  directly  or  indirectly  by  the
                         Corporation.

<PAGE>

                    (b)  Following  a change in  control,  the  Options  granted
                         pursuant to this  Agreement  shall  become  immediately
                         exercisable in full, to the extent that the Options had
                         not theretofore become exercisable, notwithstanding the
                         provisions of Section 3 or any other provisions of this
                         Agreement.


                                                      FIRST BANKING CENTER, INC.

                                                  By: __________________________
                                                                           Title

                                                Attest _________________________




     The undersigned  Optionee  hereby accepts the Option granted  hereunder and
designates  ______________________  as the beneficiary to whom the Option may be
transferred  in  the  event  of  my  death.  I  understand  that  the  foregoing
designation  may  be  revoked  by me in  writing  at any  time  and  that  if no
designation is in effect at the time of my death the Option shall be transferred
to my estate.


                                                     ---------------------------
                                                                        Optionee

<PAGE>

                                    EXHIBIT 5

                        OPINOIN OF DAVIS & KUELTHAU, S.C.

<PAGE>


Milwaukee
   o
Madison
   o
Oshkosh
   o                                            111 E. Kilbourn Ave., Suite 1400
Green Bay                                               Milwaukee, WI 53202-6613
   o                                                   Direct Dial: 414-225-1409
Sheboygan                                               Direct Fax: 414-278-3609
   o                                                   Email: em@dkattorneys.com
Elm Grove

                                November 15, 2001

                                                                  EXHIBIT 5
Board of Directors
First Banking Center, Inc.
567 Broad Street
P. O. Box 970
Lake Geneva, WI 53147-0970

     Re: First Banking Center, Inc. - Registration Statement on Form S-8

Gentlemen:

     We have  acted as  counsel  to First  Banking  Center,  Inc.,  a  Wisconsin
corporation (the "Company"),  in connection with the preparation and filing with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration  Statement")
relating to the registration by the Company of an aggregate of 277,287 shares of
its  Common  Stock,  par  value  $1.00 per share  (the  "Shares"),  for its 1994
Incentive Stock Plan.

     As such  counsel,  we have  reviewed  the  original  or  copies of all such
records  of  the  Company  and  all  such  agreements,  certificates  of  public
officials,  certificates  of  officers  and  representatives  of the Company and
others, and such other documents,  papers,  statutes, and authorities as we have
deemed necessary to form the basis of the opinion hereinafter expressed. In such
examinations, we have assumed the genuineness of signatures, the authenticity of
all documents  submitted to us as originals and the conformity with originals of
all documents submitted to us as copies thereof. As to various questions of fact
material  to such  opinion,  we have  relied upon  statements  of  officers  and
representatives of the Company and others.

     Based upon the foregoing, and subject to the qualifications and limitations
set forth  herein,  we are of the  opinion  that (i) the  Shares  have been duly
authorized,  and (ii) when issued, delivered and paid for in accordance with the
applicable plan referred to in the  Registration  Statement,  the Shares will be
validly  issued,  fully paid and  nonassessable,  except to the extent that such
Shares  may be  subject  to Section  180.0622(2)(b)  of the  Wisconsin  Business
Corporation Law.

     We express no opinion with respect to laws other than those of the State of
Wisconsin and the federal laws of the United States of America, and we assume no
responsibility as to the applicability  thereto,  or the effect thereon,  of the
laws of any other jurisdiction.

<PAGE>

Board of Directors
November 15, 2001
Page 2


     We hereby  consent to your  filing a copy of this  opinion as an exhibit to
the Registration Statement and to its use as part of the Registration Statement.

     We are  furnishing  this  opinion to the Company  solely for its benefit in
connection with the  Registration  Statement as described above. It is not to be
used,  circulated,  quoted or otherwise referred to for any other purpose. Other
than the Company, no one is entitled to rely on this opinion.


                                                     Very truly yours,



                                                     /s/ Davis & Kuelthau, s.c.
                                                     DAVIS & KUELTHAU, s.c.
EM/rb

<PAGE>


                                  EXHIBIT 23.2

                       CONSENT OF McGLADREY & PULLEN, LLP.

<PAGE>

                       CONSENT OF INDEPENDENT ACCOUNTANTS


     We consent to the incorporation by reference in the Registration  Statement
on Form S-8 filed by First Banking Center, Inc. pertaining to the 1994 Incentive
Stock Plan of our report dated March 12, 2001, on our audit of the  consolidated
balance sheets of First Banking Center, Inc. and Subsidiaries as of December 31,
2000, and the related consolidated  statements of income,  stockholders' equity,
and cash flows for the year ending  December  31,  2000,  included in the Annual
Report on Form 10-K for the year ended December 31, 2000.






/S/ McGLADREY & PULLEN, LLP
Madsion, Wisconsin
November 12, 2001

<PAGE>

                                   EXHIBIT 24

                               POWERS OF ATTORNEY

<PAGE>


                                                                      EXHIBIT 24



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.




                                                         /s/ Melvin W.Wendt
                                                         Melvin W. Wendt
                                                         Director

<PAGE>

                                                                      EXHIBIT 24



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.




                                                          /s/ John S. Smith
                                                          John S. Smith
                                                          Director

<PAGE>

                                                                      EXHIBIT 24



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.




                                                       /s/ Richard McKinney
                                                       Richard McKinney
                                                       Director

<PAGE>

                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.




                                                           /s/ Keith Blumer
                                                           Keith Blumer
                                                           Director

<PAGE>

                                                                      EXHIBIT 24



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.




                                                          /s/ David Boilini
                                                          David Boilini
                                                          Director

<PAGE>

                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.




                                                         /s/John M. Ernster
                                                         John  M. Ernster
                                                         Director

<PAGE>

                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.




                                                            /s/Robert Fait
                                                            Robert Fait
                                                            Director

<PAGE>

                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.




                                                     /s/ Daniel T. Jacobson
                                                     Daniel T. Jacobson
                                                     Director

<PAGE>

                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.




                                                       /s/Thomas Laken, Jr.
                                                       Thomas Laken, Jr.
                                                       Director

<PAGE>

                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.




                                                         /s/ James Schuster
                                                         James Schuster
                                                         Chief Financial Officer

<PAGE>

                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.




                                                  /s/ Charles R. Wellington
                                                  Charles R. Wellington
                                                  Director
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8", "secsgml_size_bytes": 194613}]
{"company-data": {"conformed-name": "FIRST BANKING CENTER INC", "cik": "0000356858", "assigned-sic": "6022", "irs-number": "391391327", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73622", "film-number": "1794917"}, "business-address": {"street1": "400 MILWAUKEE AVE", "street2": "P O BOX 660", "city": "BURLINGTON", "state": "WI", "zip": "53105", "phone": "4147633581"}, "mail-address": {"street1": "567 BROAD ST", "street2": "PO BOX 970", "city": "LAKE GENEVA", "state": "WI", "zip": "53147"}, "former-company": {"former-conformed-name": "FIRST COMMUNITY BANK GROUP INC", "date-changed": "19850312"}}
As filed with the Securities and Exchange Commission on November 16, 2001
                                            Registration No. 333-____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------

                           FIRST BANKING CENTER, INC.
              (Exact name of registrant a specified in its charter)

         Wisconsin                                            39-1391327
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                              400 Milwaukee Avenue
                                 Burlington, WI
                    (Address of principal executive offices)

                                                              53105
                                                            (Zip Code)
                            First Banking Center,Inc.
                            1994 Incentive Stock Plan
                            (Full title of the plan)
                              --------------------

                                Brantly Chappell
                              400 Milwaukee Avenue
                              Burlington, WI 53105
                     (Name and address of agent for service)

                                 (262) 763-3581
          (Telephone number, including area code of agent for service)
                               -------------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of securities to be registered    Amount to be     Proposed maximum     Proposed maximum       Amount of
                                         registered (1)   offering price per       aggregate       registration fee
                                                              share (2)        offering price (2)        (2)
--------------------------------------------------------------------------------------------------------------------
Common Stock...................            277,287               (2)
                                            shares                               $10,263,324         $2,566.00
====================================================================================================================
(1)  This Registration Statement covers the aggregate number of shares which may
     be issued upon the  exercise of options  which have been granted and may be
     granted in the future  under the terms of the First  Banking  Center,  Inc.
     1994  Incentive  Stock  Plan.  Pursuant  to  Rule  416,  this  Registration
     Statement  shall  also be  deemed  to  cover  an  indeterminate  number  of
     additional  shares of common  stock in the event the number of  outstanding
     shares of First Banking  Center,  Inc. is increased by stock splits,  stock
     dividends or similar transactions.

(2)  Estimated  pursuant to Rule 457(h),  solely for the purpose of  calculating
     the registration  fee as follows:  (a) the registration fee for the 122,164
     shares not presently  subject to options  under the Plan was  calculated by
     reference  to the  average of the bid and ask price on November  13,  2001,
     which was $41.50, for a total maximum offering price of $5,069,806; and (b)
     the registration  fee for the 155,123 shares  presently  subject to options
     under the Plan was  calculated by reference to the average  exercise  price
     which is $33.48 for a total maximum offering price of $5,193,518.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

     *   The  information  required  by  Items 1 and 2 of Part I  of Form S-8 is
         omitted from this  Registration  Statement in  accordance with the Note
         to Part I  of Form S-8 and Rule 428  promulgated  under the  Securities
         Act of 1933, as amended (the "Securities Act").
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         First Banking Center, Inc., a Wisconsin corporation (the "Registrant"),
         hereby  incorporates by reference into this registration statement (the
         "Registration Statement") the following:

         A.  Registrant's Annual Report  on Form  10-K for the fiscal year ended
             December 31, 2000, dated March 12, 2001.

         B.  Registrant's Quarterly Reports on Form 10-Q for  the quarters ended
             March 31, June 30 and September 30, 2001.

         C.  The description of the Registrant's common stock set forth  in  the
             Registrant's registration statement pursuant to Section 12  of  the
             Securities Exchange Act of 1934,   as amended (the "Exchange Act"),
             and  any amendment  or report filed for the purpose of updating any
             such description.

         D.  Proxy  Statement  dated   March 16,  2001  for  Annual  Meeting  of
             Shareholders of Registrant held on April 17, 2001.

     All  documents  subsequently  filed by the  Registrant  pursuant to Section
13(a)  and (c) of the  Exchange  Act and any  definitive  proxy  or  information
statements  filed pursuant to Section 14 of the Exchange Act in connection  with
any subsequent  shareholders'  meeting and any reports filed pursuant to Section
15(d) of the  Exchange  Act prior to the  filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  that have not been sold,  will be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such  documents.  Any  statement  contained  herein or any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent that a statement contained in any other subsequently filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed to constitute a part of this Registration Statement,  except as so
modified or superseded.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.
Item 6.  Indemnification of Directors and Officers.

     The Registrant is incorporated under the Wisconsin Business Corporation Law
(the "WBCL").  Under Section 180.0851 of the WBCL the Registrant shall indemnify
a director or officer,  to the extent such person is successful on the merits or
otherwise in the defense of a proceeding,  for all reasonable  expenses incurred
in the proceeding,  if such person was a party to such proceeding  because he or
she was a  director  or  officer  of the  Registrant.  In all other  cases,  the
Registrant  shall  indemnify a director or officer  against  liability  incurred
because he or she  breached  or failed to perform a duty owed to the  Registrant
incurred in a proceeding  to which such person was a party because he or she was
a director or officer of Registrant, unless liability was incurred because he or
she breached or failed to perform a duty owed to the  Registrant and such breach
or failure to perform constitutes: (i) a willful failure to deal fairly with the
Registrant or its shareholders in connection with a matter in which the director
or officer has a material  conflict of  interest;  (ii) a violation  of criminal
law,  unless the director or officer had reasonable  cause to believe his or her
conduct  was lawful or no  reasonable  cause to believe  his or her  conduct was
unlawful;  (iii) a  transaction  from which the  director or officer  derived an
improper  personal profit; or (iv) willful  misconduct.  Section 180.0858 of the
WBCL provides that subject to certain limitations, the mandatory indemnification
provisions do not preclude any additional right to  indemnification or allowance
of expenses that a director or officer may have under the Registrant's  articles
of  incorporation,  bylaws, a written  agreement between the director or officer
and the Registrant,  or a resolution of the Board of Directors,  or adopted by a
majority vote of the Registrant's shareholders.

     Section  180.0859 of the WBCL  provides that it is the public policy of the
State of Wisconsin to require or permit indemnification,  allowance of expenses,
and insurance to the extent  required or permitted  under  Sections  180.0850 to
180.0858 of the WBCL for any liability  incurred in connection with a proceeding
involving a federal or state statute,  rule or regulation  regulating the offer,
sale, or purchase of securities.

     The  Registrant's  Articles  of  Incorporation  contain  no  provisions  in
relation to the indemnification of directors and offices of the Registrant.

     Article  IX  of  the   Registrant's   Bylaws   ("Article  IX")   authorizes
indemnification of officers and directors of the Registrant  consistent with the
description of the indemnification provisions in Section 180.0851 of the WBCL as
described  above.  Article IX provides  that the  Registrant  shall  indemnify a
director or officer of the  Registrant  to the extent such  individual  has been
successful on the merits or otherwise in the defense of any threatened, pending,
or completed civil,  criminal,  administrative,  or investigative  action, suit,
arbitration,  or other  proceeding,  whether  formal or  informal,  to which the
director  or officer  was a party  because he or she is a director or officer of
the Registrant. In all other cases, the Registrant shall indemnify a director or
officer of the Registrant against liability and expenses incurred by such person
in a proceeding  unless  liability was incurred  because such person breached or
failed  to  perform  a duty  owed  to the  Registrant  under  the  circumstances
described above as set forth in Section 180.0851 of the WBCL. Article IX defines
a director or officer as (i) an  individual  who is or was a director or officer
of the  Registrant;  (ii) an individual  who, while a director or officer of the
Registrant, is or was serving pursuant to the Registrant's specific request as a
director,  officer, partner, trustee, member of any governing or decision making
committee,  employee,  or  agent  of  another  corporation,  partnership,  joint
venture,  or other  enterprise;  and  (iii) a person  who  while a  director  or
officer, is or was serving an employee benefit plan because his or her duties to
the  Registrant  also impose  duties on, or otherwise  involve  services by, the
person to the plan or to participants in or beneficiaries  of the plan.  Article
IX  indemnification  extends  to the  estate  or  personal  representative  of a
director or officer.
Upon  written  request  by a  director  or  officer  who  is a  party  to a
proceeding, the Registrant shall pay or reimburse his or her reasonable expenses
as incurred if the  director or officer  provides  the  Registrant  with : (i) a
written  affirmation  of his or her good faith belief that he or she is entitled
to indemnification  under Article IX and (ii) a written undertaking to repay all
amounts   advanced  to  the  extent  that  it  is  ultimately   determined  that
indemnification under Article IX is not required.  The Registrant shall have the
power to  purchase  and  maintain  insurance  on behalf of any  person  who is a
director or officer  against any liability  asserted  against or incurred by the
individual  in any  such  capacity  arising  out of his or her  status  as such,
regardless  of whether the  Registrant is required or authorized to indemnify or
allow expenses to the individual under Article IX.

     The right of indemnification under Article IX may be amended by a vote of a
majority  of  the  shares  present  or  represented  at  an  annual  or  special
shareholders meeting at which a quorum is present. Any reduction in the right to
indemnification  provided by Article IX would only be prospective  from the date
of the vote.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.     Exhibit

         3.1P            Articles of Incorporation, as amended, of First Banking
                         Center, Inc.

         3.2             Restated Bylaws of First Banking Center, Inc.

         3.3             First Banking Center, Inc. 1994  Incentive Stock  Plan,
                         as amended.

         3.4, 3.4(a)     Stock  Option Agreements for  use  with  First  Banking
                         Center, Inc. 1994 Incentive Stock Plan

         5.              Opinion of Davis & Kuelthau, s.c.

         23.1            Consent of Davis & Kuelthau, s.c. (contained in Exhibit
                         5)

         23.2            Consent of McGladrey & Pullen, LLP

         24              Powers of Attorney
Item 9.  Undertakings.

         A.  The undersigned Registrant hereby undertakes:

             1. To file,  during any period  in which  offers or sales are being
                made, a post-effective amendment to this Registration Statement:

                (i)    To include any prospectus required by Section 10(a)(3) of
                       the Securities Act;

                (ii)   To reflect in the prospectus any facts or events  arising
                       after the effective date of the Registration Statement(or
                       the most recent  post-effective amendment  thereof)which,
                       individually or in the aggregate, represent a fundamental
                       change in the  information  set forth in the Registration
                       Statement. Notwithstanding the foregoing, any increase or
                       decrease  in  volume of securities  offered (if the total
                       dollar value of securities  offered would not exceed that
                       which was registered) and any  deviation from  the low or
                       high end of the estimated  maximum offering  range may be
                       reflected  in the  form of a  prospectus  filed  with the
                       Securities  and  Exchange  Commission  pursuant  to  Rule
                       424(b) if,  in the aggregate,  the changes in volume  and
                       price represent no more than a twenty percent (20%)change
                       in the maximum aggregate offering price set forth  in the
                       "Calculation of Registration Fee"  table in the effective
                       Registration Statement;

                (iii)  To include any material information  with  respect to the
                       plan of  distribution  not  previously  disclosed  in the
                       Registration  Statement or any  material change  to  such
                       information  in the  Registration  Statement;   provided,
                       however, that paragraphs  (i) and (ii) above do not apply
                       if the Registration Statement is on Form  S-8, and if the
                       information required to be included  in a  post-effective
                       amendment by those  paragraphs  is contained  in periodic
                       reports  filed  with or furnished to  the  Securities and
                       Exchange Commission by the Registrant pursuant to Section
                       13 or 15(d)  of  the  Securities  Exchange  Act of  1934,
                       as amended (the "Exchange Act") that  are incorporated by
                       reference in this Registration Statement.

             2. That,  for the purposes of determining any liability  under  the
                Securities Act,  each such  post-effective   amendment shall  be
                deemed  to be a  new  registration  statement  relating  to  the
                securities offered therein, and the offering  of such securities
                at  that  time shall  be  deemed to  be the  initial  bona  fide
                offering thereof; and

             3. To  remove  from  registration  by  means  of  a  post-effective
                amendment  any of  the securities being registered  that  remain
                unsold at the termination of the offering.

         The undersigned Registrant hereby further undertakes:
B.  That,for purposes of determining any liability under the Securities
             Act, each filing of Registrant's annual report  pursuant to Section
             13(a)  or 15(d)  of the Exchange Act  (and,  where applicable, each
             filing  of  an employee  benefit plan's annual  report  pursuant to
             Section  15(d)  of  the  Exchange  Act)  that  is  incorporated  by
             reference  in this Registration  Statement  shall  be deemed  to be
             a  new  registration  statement relating  to the securities offered
             therein,  and the offering of such securities at that time shall be
             deemed to be the initial bona fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
             Securities   Act  may  be  permitted  to directors,   officers  and
             controlling  persons  of the  Registrant  pursuant to the foregoing
             provisions,  or otherwise,  the Registrant has been advised that in
             the  opinion  of  the  Securities   and  Exchange  Commission  such
             indemnification  is a gainst public  policy  as  expressed  in  the
             Securities  Act  and is,  therefore,  unenforceable.  In the  event
             that a claim  for  indemnification  against such liabilities (other
             than the payment by the Registrant of expenses incurred or paid  by
             a director,  officer  or  controlling  person of the  Registrant in
             the   successful  defense  of  any  action,  suit  or   proceeding)
             is  asserted by  such  director,  officer or controlling  person in
             connection  with the securities  being  registered,  the Registrant
             will,  unless in  the  opinion of its counsel  the matter  has been
             settled  by   a  controlling  precedent,   submit  to  a  court  of
             appropriate  jurisdiction the question whether such indemnification
             by  it is against public  policy as expressed in the Securities Act
             and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Burlington, State of Wisconsin, on November 12, 2001.

                            FIRST BANKING CENTER, INC.

                            By: /s/ Brantly Chappell*
                                    Name: Brantly Chappell
                                    Title: President and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on November 12, 2001.

Signature                                                     Title

 /s/ Brantly Chappell*                               President, Chief Executive
         Brantly Chappell                            Officer and a Director

 /s/ Melvin W. Wendt*                                Chairman of the Board of
         Melvin W. Wendt                             Directors

 /s/ John S. Smith*                                  Director
         John S. Smith

 /s/ Richard McKinney*                               Director
         Richard McKinney

 /s/ Keith Blumer*                                   Director
         Keith Blumer

 /s/ David Boilini*                                  Director
         David Boilini

 /s/ John M. Ernster*                                Director
         John M. Ernster

 /s/ Robert Fait*                                    Director
         Robert Fait

 /s/ Daniel T. Jabobson*                             Director
         Daniel T. Jacobson
/s/ Thomas Laken, Jr.*                              Director
         Thomas Laken, Jr.

 /s/ Charles R. Wellington*                          Director
         Charles R. Wellington

     *    Brantly Chappell hereby signs this Registration  Statement on November
          12, 2001,  on behalf of each of the  indicated  persons for whom he is
          attorney-in-fact pursuant to a power of attorney filed herewith.
EXHIBIT INDEX

EXHIBIT NUMBER             DESCRIPTION OF EXHIBIT

         3.1P            Articles of Incorporation, as amended, of First Banking
                         Center, Inc.

         3.2             Restated Bylaws of First Banking Center, Inc.

         3.3             First Banking Center, Inc. 1994  Incentive Stock  Plan,
                         as amended.

         3.4, 3.4(a)     Stock  Option Agreements for  use  with  First  Banking
                         Center, Inc. 1994 Incentive Stock Plan

         5.              Opinion of Davis & Kuelthau, s.c.

         23.1            Consent of Davis & Kuelthau, s.c. (contained in Exhibit
                         5)

         23.2            Consent of McGladrey & Pullen, LLP

         24              Powers of Attorney
EXHIBIT 3.1

                 ARTICLES OF INCORPORATION, AS AMENDED, OF FIRST
                              BANKING CENTER, INC.
(INSERT ARTICLES OF INCORPORATION, AS AMENDED, OF FIRST BANKING CENTER, INC.)
EXHIBIT 3.2

                  RESTATED BYLAWS OF FIRST BANKING CENTER, INC.
RESTATED
                                     BYLAWS

                                       OF

                           FIRST BANKING CENTER, INC.

                            (Adopted as of May, 2001)

                                    ARTICLE I

                                     OFFICES

ss.1.01 Business Office.

     The  Corporation's  principal office shall be within the State of Wisconsin
and shall be  located  in Racine  County.  The  Corporation  may have such other
offices,  either  within  or  without  the State of  Wisconsin,  as the Board of
Directors may designate or as the  Corporation's  business may require from time
to time.  The  Corporation  shall  maintain  at its  principal  office a copy of
certain records, as specified in ss. 2. l 2 of Article II.

ss.1.02 Registered Office.

     The  Corporation's  registered  office  required by the Wisconsin  Business
Corporation  Law (the "Act") to be maintained in the State of Wisconsin shall be
the place designated by resolution of the  Corporation's  Board of Directors and
may be,  but need not be,  identical  to the  principal  office  in the State of
Wisconsin.  The  address of the  registered  office may be changed  from time to
time.

                                   ARTICLE II

                                  SHAREHOLDERS

ss. 2.01 Annual Shareholder Meeting.

     The annual meeting of the  shareholders  shall be held on the third Tuesday
in April in each year at the hour of 2:30  p.m.,  or at such other time and date
within  thirty  (30) days  before or after said date as may be fixed by or under
the authority of the Board of Directors,  for the purposes of electing directors
and for the  transaction  of such other business as may come before the meeting.
If the day fixed for the annual meeting shall be a legal holiday in the State of
Wisconsin,  such meeting  shall be held at the same time on the next  succeeding
business  day.  If the  election  of  directors  shall  not be  held  on the day
designated  herein  for  the  annual  meeting  of  the  shareholders,  or at any
adjournment  thereof, the Board of Directors shall cause the election to be held
at a special meeting of the  shareholders as soon thereafter as conveniently may
be held.
ss. 2.02 Special Shareholder Meetings.

     Special meetings of the shareholders,  for any purpose or purposes,  may be
called by (1) the President,  (2) the Board of Directors or such officers as the
Board of Directors  may  authorize  from time to time,  or (3) the  President or
Secretary  upon  the  written  request  of the  holders  of  record  of at least
one-tenth of all the outstanding  shares of the Corporation  entitled to vote on
any issue at the meeting.  The party calling the special meeting shall designate
the date and hour of the meeting.

     Upon delivery to the President or Secretary of a written  request  pursuant
to item (3) above,  stating the purpose(s) of the requested  meeting,  dated and
signed by the person(s) entitled to request such a meeting, it shall be the duty
of the officer to whom the request is delivered to give, within thirty (30) days
of such  delivery,  notice of the  meeting  to the  shareholders.  Notice of any
special  meeting  shall be given in the  manner  provided  in ss.  2.04 of these
Bylaws.  Only business  within the purpose(s)  described in the special  meeting
notice shall be conducted at a special shareholders meeting.

ss. 2.03 Place of Shareholder Meeting.

     The Board of Directors may  designate  any place,  either within or without
the  State of  Wisconsin,  as the  place of  meeting  for any  annual or for any
special  meeting called by the Board of Directors.  A waiver of notice signed by
all persons  entitled to vote at a meeting also may designate any place,  either
within or without the State of  Wisconsin,  as the place for the holding of such
meeting.  If no designation  is made by the Board of Directors,  or if a special
meeting be otherwise called, the place of the meeting shall be the Corporation's
principal  business  office in the State of  Wisconsin,  but any  meeting may be
adjourned  to  reconvene  at any place  designated  by vote of a majority of the
shares represented thereat.

ss. 2.04 Notice of Shareholder Meeting.

     (a) Required Notice.  Unless otherwise  required by the Act, written notice
stating  the place,  day and hour of any annual or special  shareholder  meeting
shall be  delivered  not less than ten (10) nor more than fifty (50) days before
the meeting  date,  either  personally or by mail, by or at the direction of the
President, the Board of Directors, or other persons calling the meeting, to each
shareholder  of  record  entitled  to  vote  at such  meeting  and to any  other
shareholder  entitled  by the Act or the  Articles of  Incorporation  to receive
notice of the meeting. Notice shall be deemed to be effective at the earlier of:
(1) when  deposited in the United States mail,  addressed to the  shareholder at
his or her address as it appears on the Corporation's stock transfer books, with
postage thereon prepaid;  (2) on the date shown on the return receipt if sent by
registered  or certified  mail,  return  receipt  requested,  and the receipt is
signed by or on behalf of the addressee;  (3) when received; or (4) 5 days after
deposit in the United States mail, if mailed postpaid and correctly addressed to
an  address  other  than  that  shown in the  Corporation's  current  record  of
shareholders.
(b)  Adjourned  Meeting.  If any  shareholder  meeting  is  adjourned  to a
different date, time, or place,  notice need not be given of the new date, time,
and place,  if the new date,  time, and place is announced at the meeting before
adjournment.  But if a new record date for the  adjourned  meeting is or must be
fixed (see ss. 2.05 of this Article II),  then notice must be given  pursuant to
the  requirements  of paragraph  (a) of this ss. 2.04,  to those persons who are
shareholders as of the new record date.

     (c) Waiver of Notice.  A  shareholder  may waive  notice of meeting (or any
notice required by the Act, Articles of Incorporation,  or Bylaws), by a writing
signed by the  shareholder  entitled to the notice,  which is  delivered  to the
Corporation  (either before or after the date and time stated in the notice) for
inclusion in the minutes or filing with the corporate records.

     A shareholder's attendance at a meeting:

          (1)  waives objection  to lack of notice  or defective  notice  of the
               meeting, unless the shareholder at the  beginning  of the meeting
               objects  to  holding  the meeting  or transacting business at the
               meeting;

          (2)  waives objection to consideration of a  particular matter  at the
               meeting  that is not within the purpose or purposes described  in
               the meeting notice, unless the shareholder objects to considering
               the matter when it is presented.

     (d)  Contents of Notice.  The notice of each  special  shareholder  meeting
shall include a description  of the purpose or purposes for which the meeting is
called.  Except  as  provided  in  this  ss.  2.04(d),  or as  provided  in  the
Corporation's Articles of Incorporation,  or otherwise in the Act, the notice of
an annual  shareholder  meeting need not include a description of the purpose or
purposes for which the meeting is called.

     If a purpose  of any  shareholder  meeting  is to  consider  either:  (1) a
proposed  amendment to the  Articles of  Incorporation  (including  any restated
articles  requiring  shareholder  approval);  (2) a  plan  of  merger  or  share
exchange;  (3) the  sale,  lease,  exchange  or  other  disposition  of all,  or
substantially  all, of the  Corporation's  property;  (4) the dissolution of the
Corporation;  or (5) the removal of a director,  the notice must so state and be
accompanied  by,  respectively,  a copy or  summary  of  the:  (1)  articles  of
amendment;  (2)  plan of  merger  or  share  exchange;  or (3)  transaction  for
disposition of the  Corporation's  property.  If the proposed  corporate  action
creates  dissenters' rights, the notice must state that shareholders are, or may
be entitled to assert  dissenters'  rights, and must be accompanied by a copy of
Section  180.1301 of the Act.  If the  Corporation  issues,  or  authorizes  the
issuance of shares for  promissory  notes or for promises to render  services in
the  future,  the  Corporation  shall,  with or  before  the  notice of the next
shareholder  meeting,  report in writing to all the  shareholders  the number of
shares authorized or issued, and the consideration  received.  Likewise,  if the
Corporation  indemnifies  or  advances  expenses  to a  director,  this shall be
reported to all the shareholders with or before notice of the next shareholder's
meeting.
ss. 2.05 Fixing of Record Date.

     For the  purpose of  determining  shareholders  entitled to notice of or to
vote at any meeting of shareholders, or any adjournment thereof, or shareholders
entitled to receive payment of any distribution or dividend, or in order to make
a  determination  of  shareholders  for any other proper  purpose,  the Board of
Directors  may fix in advance a date as the record date.  Such record date shall
not be not more than fifty  (50) days prior to the date on which the  particular
action  requiring such  determination of shareholders is to be taken. If no such
record date is fixed,  the record date for  determination  of such  shareholders
shall be at the close of business on:

     (a)  With  respect  to  an  annual  shareholder   meeting  or  any  special
          shareholder  meeting  called by the Board of  Directors  or any person
          specifically  authorized  by the  Board  or  these  Bylaws  to  call a
          meeting, the day before the first notice is delivered to shareholders;

     (b)  With  respect  to a  special  shareholders  meeting  demanded  by  the
          shareholders, the date the first shareholder signs the demand;

     (c)  With  respect to the payment of a share  dividend,  the date the Board
          authorizes the share dividend;

     (d)  With respect to actions taken in writing  without a meeting  (pursuant
          to  Article  II, ss.  2.11),  the date the first  shareholder  signs a
          consent;

     (e)  With  respect  to a  distribution  to  shareholders,  (other  than one
          involving a repurchase or acquisition  of shares),  the date the Board
          authorizes the distribution; and

     (f)  With  respect to any other  matter for which such a  determination  is
          required, as provided by law.

     When a  determination  of  shareholders  entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any  adjournment  thereof  unless  the Board of  Directors  fixes a new
record date which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.

ss. 2.06 Voting Lists.

     The officer or agent having charge of the stock  transfer  books for shares
of the Corporation shall make,  before each meeting of shareholders,  a complete
list of the  shareholders  entitled to vote at such meeting,  or any adjournment
thereof,  arranged in alphabetical  order, with the address of and the number of
shares held by each. The list must be arranged by voting group,  if such exists,
and within each voting group by class or series of shares.  The shareholder list
shall be subject to  inspection  at the  Corporation's  principal  office by any
shareholder  at any time during  usual  business  hours for any proper  purpose,
beginning  two (2) business  days after notice is given of the meeting for which
the list was  prepared.  Such list also shall be  produced  and kept open at the
time and place of the  meeting  and shall be  subject to the  inspection  of any
shareholder   during  the  meeting  for  purposes  related  to  the  meeting.  A
shareholder,  or his or her agent or attorney,  is entitled on written demand to
inspect and, subject to the requirements of the Act and of ss. 2.1 2(c), to copy
the list during regular business hours and at the shareholder's expense,  during
the period it is available for inspection.  The  Corporation  shall maintain the
shareholder  list in written form or in another form capable of conversion  into
written form within a reasonable time.
ss. 2.07 Shareholder Quorum and Voting Requirements.

     If the Articles of  Incorporation or the Act provide for voting by a single
voting group on a matter,  action on that matter is taken when voted upon by the
voting group.

     Shares  entitled  to vote as a separate  voting  group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter.  Unless the Articles of  Incorporation or the Act provide  otherwise,  a
majority  of the votes  entitled  to be cast on the matter by the  voting  group
constitutes a quorum of that voting group for action on that matter.

     If the Articles of  Incorporation or the Act provides for voting by two (2)
or more  voting  groups on a matter,  action on that  matter is taken  only when
voted upon by each of those  voting  groups  counted  separately.  Action may be
taken by one voting  group on a matter even though no action is taken by another
voting group entitled to vote on the matter.

     Once a share is  represented  for any  purpose at a  meeting,  it is deemed
present  for  quorum  purposes  for the  remainder  of the  meeting  and for any
adjournment  of that meeting unless a new record date is or must be set for that
adjourned meeting.

     If a  quorum  exists,  action  on a matter  (other  than  the  election  of
directors)  by a voting  group is  approved  if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action,  unless the
Articles of  Incorporation  or the Act require a greater  number of  affirmative
votes.

ss. 2.08 Proxies.

     Except as otherwise provided by the Act, at all meetings of shareholders, a
shareholder may vote in person, or vote by proxy which is executed in writing by
the  shareholder or which is executed by his duly  authorized  attorney-in-fact.
For purposes of this Section, a proxy; granted by telegram,  telex,  telecopy or
other  document  transmitted  electronically  for or by a  shareholder  shall be
deemed  valid and  effective  to the same  extent  as any other  form of a proxy
appointment.  Such proxy shall be filed with the secretary of the Corporation or
other person  authorized to tabulate votes before or at the time of the meeting.
No proxy shall be valid after eleven (11) months from the date of its  execution
unless  otherwise  provided  in the  proxy.  Unless  otherwise  provided  in the
appointment  form, a proxy  appointment  may be revoked at any time before it is
voted,  either by written  notice filed with the  Secretary or other  officer or
agent of the  Corporation  authorized to tabulate votes, or by oral notice given
by the  shareholder  during the meeting.  The presence of a shareholder  who has
filed his or her proxy  appointment shall not of itself constitute a revocation.
The Board of Directors shall have authority to make rules as to the validity and
sufficiency of proxies.
ss. 2.09 Voting of Shares.

     Unless otherwise provided in the Articles of Incorporation or the Act, each
outstanding  share  entitled  to vote  shall be  entitled  to one vote upon each
matter submitted to a vote at a meeting of shareholders.

     Except as  provided  by  specific  court  order,  no shares held by another
corporation,  if a majority of the shares  entitled to vote for the  election of
directors of such other corporation are held by the Corporation,  shall be voted
at any meeting or counted in determining the total number of outstanding  shares
at any given time for purposes of any meeting. Provided,  however, the preceding
sentence shall not limit the Corporation's  power to vote any shares,  including
its own shares held by it in a fiduciary capacity.

     Redeemable  shares are not entitled to vote after notice of  redemption  is
mailed to the  holders  and a sum  sufficient  to  redeem  the  shares  has been
deposited with a bank, trust company,  or other financial  institution  under an
irrevocable  obligation to pay the holders the redemption  price on surrender of
the shares.

ss. 2.10 Corporation's Acceptance of Votes.

     (a) If the name signed on a vote,  consent,  waiver,  or proxy  appointment
corresponds to the name of a  shareholder,  the  Corporation,  if acting in good
faith, is entitled to accept the vote, consent, waiver, or proxy appointment and
give it effect as the act of the shareholder.

     (b) If the name signed on a vote,  consent,  waiver,  or proxy  appointment
does not correspond to the name of its shareholder,  the Corporation,  if acting
in good faith, is nevertheless entitled to accept the vote, consent,  waiver, or
proxy appointment and give it effect as the act of the shareholder if:

     (1)  the shareholder is an entity as defined in the Act and the name signed
          purports to  be that of an officer  or agent of the entity;

     (2)  the name  signed  purports to be that of an  administrator,  executor,
          guardian,  or conservator  representing  the  shareholder  and, if the
          Corporation  requests,  evidence of fiduciary status acceptable to the
          Corporation  has been  presented  with  respect to the vote,  consent,
          waiver, or proxy appointment;

     (3)  the name  signed  purports  to be that of a  receiver  or  trustee  in
          bankruptcy  of  the  shareholder  and,  if the  Corporation  requests,
          evidence  of this  status  a  cceptable  to the  Corporation  has been
          presented  with  respect  to the  vote,  consent,  waiver,  and  proxy
          appointment;

     (4)  the name signed purports to be that o f a pledgee,  beneficial  owner,
          or  attorney-in-fact  of  the  shareholder  and,  if  the  Corporation
          requests,  evidence  acceptable to the  Corporation of the signatory's
          authority to sign for the  shareholder has been presented with respect
          to the vote, consent, waiver, or proxy appointment;
(5)  two or more persons are the  shareholder  as co-tenants or fiduciaries
          and the name  signed  purports  to be the name of at least  one of the
          co-owners and the person signing appears to be acting on behalf of all
          the co-owners.

     (c) The Corporation is entitled to reject a vote, consent, waiver, or proxy
appointment  if the secretary or other  officer or agent  authorized to tabulate
votes,  acting in good faith,  has reasonable basis for doubt about the validity
of the signature on it or about the signatory's authority to sign for
the shareholder.

     (d) The Corporation and its officer or agent who accepts or rejects a vote,
consent,  waiver,  or proxy appointment in good faith and in accordance with the
standards of this section are not liable in damages to the  shareholder  for the
consequences of the acceptance or rejection.

     (e)  Corporate  action  based on the  acceptance  or  rejection  of a vote,
consent, waiver, or proxy appointment under this section is valid unless a court
of competent jurisdiction determines otherwise.

ss. 2.11 Informal Action By Shareholders.

     Any  action  required  or  permitted  to  be  taken  at a  meeting  of  the
shareholders  may be taken without a meeting if one or more consents in writing,
setting  forth the action so taken,  shall be signed by all of the  shareholders
entitled to vote with respect to the subject matter thereof and are delivered to
the Corporation for inclusion in the minute book.  Action may not,  however,  be
taken under this  section  with  respect to an election of  directors  for which
shareholders may vote cumulatively.  If the act to be taken requires that notice
be given to non-voting  shareholders,  the Corporation shall give the non-voting
shareholders  written notice of the proposed  action at least 10 days before the
action is taken,  which  notice  shall  contain  or be  accompanied  by the same
material  that would have been  required if a formal  meeting had been called to
consider  the action.  A consent  signed  under this section has the effect of a
meeting vote and may be described as such in any document.

ss. 2.12 Shareholder's Rights to Inspect Corporate Records.

     (a) Minutes and Accounting Records. The Corporation shall keep as permanent
records minutes of all meetings of its  shareholders  and Board of Directors,  a
record of all actions taken by the shareholders or Board of Directors  without a
meeting,  and a record of all  actions  taken by any  committee  of the Board of
Directors in place of the Board of Directors on behalf of the  Corporation.  The
Corporation shall maintain appropriate accounting records.

     (b) Absolute  Inspection Rights of Records Required at Principal Office. If
a shareholder gives the Corporation written notice of his or her demand at least
five (5) business  days before the date on which he or she wishes to inspect and
copy,  the  shareholder  (or his or her  agent  or  attorney)  has the  right to
inspect,  during regular  business hours, any of the following  records,  all of
which the Corporation is required to keep at its principal office:
(l)  its Articles or Restated  Articles of Incorporation and all amendments
          to them currently in effect;

     (2)  its Bylaws or Restated  Bylaws and all amendments to them currently in
          effect,

     (3)  resolutions  adopted by its Board of  Directors  creating  one or more
          classes  or  series of  shares,  and  fixing  their  relative  rights,
          preferences,  and  limitations,  if shares  issued  pursuant  to those
          resolutions are outstanding;

     (4)  the minutes of all shareholders'  meetings,  and records of all action
          taken by shareholders without a meeting, for the past three (3) years;

     (5)  all written  communications to shareholders  generally within the past
          three (3) years,  including the financial  statement furnished for the
          past three (3) years to the shareholders;

     (6)  a list of the names and business  addresses  of its current  directors
          and officers; and

     (7)  its most recent annual report delivered to the Secretary of State.

     (c)  Conditional  Right to Inspect and Copy. In addition,  if a shareholder
who has been a shareholder of the Corporation for at least six (6) months or who
owns at least five percent (5.0%) of the  outstanding  stock of the  Corporation
gives the  Corporation  a  written  demand  made in good  faith and for a proper
purpose at least five (5) business days before the date on which the shareholder
wishes  to  inspect  and  copy,  the   shareholder   describes  with  reasonable
particularity  his or her purpose and the  records  the  shareholder  desires to
inspect, and the records are directly connected with the shareholder's  purpose,
a shareholder (or his or her agent or attorney) is entitled to inspect and copy,
during  regular  business  hours  at a  reasonable  location  specified  by  the
Corporation, any of the following records of the Corporation:

     (1)  excerpts  from  minutes  of any  meeting  of the  Board of  Directors,
          records  of any action of a  committee  of the Board of  Directors  on
          behalf of the Corporation, minutes of any meeting of the shareholders,
          and records of action taken by the  shareholders or Board of Directors
          without a meeting;

     (2)  the Corporation's accounting records; and

     (3)  the record of shareholders  (compiled no earlier than the date of  the
          shareholder's demand).
(d) Copy Costs.  The right to copy records  includes,  if  reasonable,  the
right to receive copies made by photographic,  xerographic,  or other means. The
Corporation  may impose a  reasonable  charge,  covering  the costs of labor and
material,  for copies of any documents  provided to the shareholder.  The charge
may not exceed the estimated cost of production or reproduction of the records.

     (e) Shareholder  Includes  Beneficial Owner. For purposes of this ss. 2.12,
the term "shareholder" shall include a beneficial owner whose shares are held in
a voting trust or by a nominee in his or her behalf.

ss. 2.13 Preparation and Delivery of Financial Statements.

     (a) Within one  hundred  twenty  (120) days after the close of each  fiscal
year, the Corporation  shall prepare annual financial  statements,  which may be
consolidated  or combined  statements of the  Corporation and one or more of its
subsidiaries,  as appropriate, that include a balance sheet as of the end of the
fiscal year, an income  statement  for that year,  and a statement of changes in
shareholders'  equity for the year unless that information  appears elsewhere in
the  financial  statements.   If  financial  statements  are  prepared  for  the
Corporation on the basis of generally accepted accounting principles, the annual
financial statements also must be prepared on that basis.

     (b) On written request from any  shareholder,  the  Corporation  shall mail
such  shareholder  the latest  financial  statements.  If the  annual  financial
statements are reported upon by a public accountant,  such report must accompany
them. If not, the statements must be accompanied by a statement of the President
or the person responsible for the Corporation's accounting records:

     (1)  stating  his or her  reasonable  belief  whether the  statements  were
          prepared on the basis of generally accepted accounting principles and,
          if not, describing the basis of preparation, and

     (2)  describing any respects in which the statements were not prepared on a
          basis of accounting  consistent  with the statements  prepared for the
          preceding year.

ss. 2.14 Dissenters' Rights.

     Each  shareholder  shall  have the  right to  dissent  from  action  by the
Corporation  and obtain  payment for his or her shares when so authorized by the
Act, the Articles of Incorporation,  these Bylaws, or by resolution of the Board
of Directors.

ss. 2.15 Conduct of Meetings.

     The President,  or in his or her absence the Vice-President,  and in his or
her  absence,  any person  chosen by the  shareholders  present,  shall call the
meeting of the  shareholders  to order and shall act as Chairman of the meeting,
and the Secretary of the  Corporation  shall act as Secretary of all meetings of
the  shareholders,  except that the presiding  officer may appoint any Assistant
Secretary or other person to act as Secretary of the meeting.
ARTICLE III

                               BOARD OF DIRECTORS

ss. 3.01 General Powers.

All  corporate  powers shall be exercised by or under the  authority of, and the
Corporation's  business and affairs shall be managed under the direction of, the
Board of Directors.

ss. 3.02 Election.

Unless  otherwise  provided in the  Articles  of  Incorporation,  directors  are
elected by a plurality  of the votes cast by the shares  entitled to vote in the
election at a meeting at which a quorum is present.

ss. 3.03 Number, Tenure and Qualification.

     The  number  of  directors  shall be not less  than  five (5) nor more than
twenty-five  (25),  the  exact  number  to be  determined  from  time to time by
resolution  adopted by  affirmative  vote of a  majority  of  Directors  then in
office.  The directors shall be divided into three classes,  designated Class I,
Class II and Class III,  and the term of office of directors of each class shall
be three  (3)  years  following  the  initial  term of one (1) year for  Class I
Directors,  two (2) years for Class II  Directors  and three years for Class III
Directors.  Each class shall consist, as nearly as possible, of one-third of the
total number of directors  constituting  the entire Board of  Directors.  If the
number of directors is changed by resolution of the Board of Directors  pursuant
to this Article III, any  increase or decrease  shall be  apportioned  among the
classes so as to maintain  the number of directors in each class as nearly equal
as possible.  A director shall hold office until the Annual Meeting for the year
in which his term  expires  and until his  successor  shall be elected and shall
qualify.

ss. 3.04 Regular Meetings.

     A regular  meeting of the Board of Directors  shall be held  without  other
notice than this Bylaw  immediately  after, and at the same place as, the annual
meeting  of  shareholders,  and each  adjourned  session  thereof.  The Board of
Directors  may provide,  by  resolution,  the time and place,  either  within or
without the State of Wisconsin,  for the holding of additional  regular meetings
without other notice than such resolution.  Any such regular meeting may be held
by any means of communication as permitted by ss. 3.09.
ss. 3.05 Special Meetings.

     Special  meetings  of the  Board of  Directors  may be  called by or at the
request of the President, Vice President or any two (2) directors. The person or
persons  authorized  to call special  meetings of the Board of Directors may fix
anytime and anyplace,  either  within or without the State of Wisconsin,  as the
time and place for holding any special meeting of the Board of Directors  called
by them.  If no place is fixed by the person  calling the meeting,  the place of
meeting shall be the  Corporation's  principal office in the State of Wisconsin.
Any such special meeting may be held by any means of  communication as permitted
by ss. 3.09.

ss. 3.06 Notice of Special Meetings; Waiver of Notice.

     Notice  stating the time and place of any  special  meeting of the Board of
Directors shall be given at least  forty-eight (48) hours previously  thereto by
written  notice  delivered  personally  or mailed to each director at his or her
business  address,  or such  other  address  as  designated  in  writing  to the
Secretary,  or by telephone or telegram.  If mailed, such notice shall be deemed
to be effective with the earlier of: (1) when  received,  or (2) five days after
deposit in the United States Mail,  addressed to the director's business office,
with postage  thereon  prepaid;  or (3) the date shown on the return  receipt if
sent by registered or certified mail, return receipt requested,  and the receipt
is signed by or on behalf of the  director.  If notice be given by  telephone or
telegram,  such notice shall be deemed to be delivered  when the notice is given
personally  by telephone  or when the  telegram is  delivered  to the  telegraph
company.  Whenever  any notice is  required  to be given to any  director of the
Corporation  under the provisions of these Bylaws or under the provisions of the
Articles of  Incorporation  or under the  provisions  of any  statute,  a waiver
thereof in writing,  signed at any time, whether before or after the time of the
meeting, by the director entitled to such notice,  shall be deemed equivalent to
the giving of such  notice.  The  attendance  of a director  at a meeting  shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting and  objects  thereat to the  transaction  of the  business  because the
meeting  is  not  lawfully  called  or  convened.  Neither  the  business  to be
transacted  at, nor the purpose of, any regular or special  meeting of the Board
of  Directors  need be  specified  in the  notice  or  waiver  of notice of such
meeting.

ss. 3.07 Director Quorum.

     Except as otherwise  specified by law or the Articles of  Incorporation  or
these Bylaws, a majority of the number of directors fixed in the manner provided
by ss. 3.03 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors,  provided that if less than a
quorum of directors  are present at said  meeting,  a majority of the  directors
present may adjourn the meeting from time to time without further notice.

     A majority of the number of directors  appointed to serve on a committee as
authorized  in ss.  3.16 of these  Bylaws  shall  constitute  a  quorum  for the
transaction of business at any committee  meeting.  These  provisions shall not,
however,  apply  to the  determination  of a  quorum  for  actions  taken  under
emergency  Bylaws or any other  provisions  of these  Bylaws that fix  different
quorum requirements.
ss. 3.08 Voting Requirement.

     The affirmative vote of the majority of the directors  present at a meeting
at which a quorum is  present  shall be the act of the Board of  Directors  or a
committee of the Board of Directors. This provision shall not, however, apply to
any action taken by the Board of Directors pursuant to ss. 3.15 or Article IX of
these  Bylaws,  or in the event  the  affirmative  vote of a  greater  number of
directors is required by the Act, the  Articles of  Incorporation,  or any other
provision of these Bylaws.

ss. 3.09 Meetings by Electronic Means of Communication.

     To the extent  provided in these  Bylaws,  the Board of  Directors,  or any
committee of the Board,  may, in addition to  conducting  meetings in which each
director  participates in person, and notwithstanding any place set forth in the
notice of the meeting or these Bylaws, conduct any regular or special meeting by
the use of any electronic means of communication, provided (1) all participating
directors  may  simultaneously  hear each other during the  meeting,  or (2) all
communication   during  the   meeting  is   immediately   transmitted   to  each
participating  director,  and each participating director is able to immediately
send messages to all other participating  directors.  Before the commencement of
any business at a meeting at which any directors do not  participate  in person,
all participating  directors shall be informed that a meeting is taking place at
which official business may be transacted.

ss. 3.10 Director's Assent.

     A  director  who is present  at a meeting  of the Board of  Directors  or a
committee of the Board of Directors when corporate  action is taken is deemed to
have  assented  to the action  taken  unless:  (1) the  director  objects at the
beginning of the meeting (or promptly upon the director's arrival) to holding it
or transacting business at the meeting; or (2) the director dissents or abstains
from the action  taken and  minutes of the meeting  are  prepared  that show the
director's  dissent or abstention from the action;  (3) the director dissents or
abstains from an action taken,  minutes of the meeting are prepared that fail to
show the director's dissent or abstention from the action taken and the director
delivers to the  Corporation a written notice of that failure that complies with
Section  180.0141 of the Act promptly  after  receiving the minutes;  or (4) the
director  delivers  written  notice of his or her dissent or  abstention  to the
presiding  officer of the meeting before its  adjournment or to the  Corporation
immediately after adjournment of the meeting. The right of dissent or abstention
is not available to a director who votes in favor of the action taken.

ss. 3.11 Conduct of Meetings.

     The  President,  and in  his  absence  the  Vice-Presidents  in  the  order
appointed  under ss.  4.07 of Article  IV, and in their  absence,  any  director
chosen by the  directors  then  present,  shall  call  meetings  of the Board of
Directors  to order and shall act as Chairman of the meeting.  The  Secretary of
the  Corporation  shall  act as  secretary  of all  meetings  of  the  Board  of
Directors,  but in the  absence of the  secretary,  the  presiding  officer  may
appoint any Assistant  secretary or any director or other person  present to act
as secretary of the meeting.
ss. 3.12 Removal.

     Any director or the entire  Board of  Directors  may be removed from office
with or  without  cause by the  affirmative  vote of a  majority  of the  shares
outstanding and entitled to vote for the election of such director(s) taken at a
special  meeting of  shareholders  called for that  purpose,  and any vacancy so
created may be filled by the shareholders.

ss. 3.13 Vacancies.

     Any  vacancy  occurring  on the  Board of  Directors,  including  a vacancy
created  by an  increase  in the  number  of  directors,  may be  filled  by the
shareholders.  During such time as the  shareholders  fail or are unable to fill
such vacancies then, and until the  shareholders  act, the vacancy may be filled
(1) by the  board of  directors,  or (2) if the  directors  remaining  in office
constitute  fewer  than a quorum  of the  Board,  by the  affirmative  vote of a
majority of all directors  remaining in office;  provided  however,  that if the
number of  directors  is  increased,  not more than two (2) such  newly  created
directorships may be filled by the directors.  Any director so elected to fill a
vacancy shall hold office for the remaining term of the class to which he or she
has been elected.

ss. 3.14 Compensation and Expenses.

     The Board of Directors, irrespective of any personal interest of any of its
members, may (1) establish reasonable compensation of all directors for services
to the Corporation as directors or may delegate this authority to an appropriate
committee, (2) provide for, or delegate authority to an appropriate committee to
provide  for,  reasonable  pensions,  disability  or death  benefits,  and other
benefits or payments to directors and to their estates, families, dependents, or
beneficiaries  for prior services  rendered to the Corporation by the directors,
and (3)  provide  for  reimbursement  of  reasonable  expenses  incurred  in the
performance of the directors' duties,  including the expense of traveling to and
from Board meetings.

ss. 3.15 Informal Action By Directors.

     Any action required or permitted by the Articles of Incorporation or Bylaws
or any provision of law to be taken by the Board of Directors at a meeting or by
resolution may be taken without a meeting if a consent in writing, setting forth
the action so taken shall be signed by all of the directors then in office,  and
filed with the Corporation's records.  Action taken by consent is effective when
the last director  signs the consent,  unless the consent  specifies a different
effective  date.  A  signed  consent  has the  effect  of a  meeting  and may be
described as such in any document.

ss. 3.16 Committees.

     The Board of Directors by resolution  adopted by the affirmative  vote of a
majority of the number of directors may designate one or more  committees,  each
committee  to  consist  of three (3) or more  directors  elected by the Board of
Directors,  which  to the  extent  provided  in said  resolution,  as  initially
adopted, and as thereafter supplemented or amended by further resolution adopted
by a like vote, shall have and may exercise,  when the Board of Directors is not
in  session,  the  powers of the Board of  Directors  in the  management  of the
Corporation's  business  and  affairs,  except  action  in  respect  to the  (1)
authorization of distributions,  (2) the approval or proposal to shareholders of
action  for  which  the Act  requires  approval  by  shareholders,  (3)  filling
vacancies on the Board of Directors or its committees, (4) amending the Articles
of  Incorporation  pursuant  to  Board  authority,  (5)  adopting,  amending  or
repealing  Bylaws,  (6)  approving  a plan of merger not  requiring  shareholder
approval,  (7)  the  authorization  or  approval  to  reacquire  shares,  except
according to a formula or method  prescribed by the Board of Directors,  (8) the
authorization  or  approval  of the  issuance  or sale or  contract  for sale of
shares,  or (9)  the  determination  of the  designation  and  relative  rights,
preferences and limitations of a class or series of shares. Sections 3.04, 3.05,
3.06,  3.07, 3.08, 3.09, 3. 10, 3.1 1 and 3.15 of this Article III, which govern
meetings,  actions  without  meetings,  notice and waiver of notice,  quorum and
voting  requirements  of the Board of Directors,  apply to committees  and their
members.
ss. 3.17 Director Resignation Requirements
     Notwithstanding  any other  provision  in these  Bylaws,  a director  shall
resign  from  the  Board of  Directors  of the  Corporation,  or upon his or her
failure to do so, shall be removed by a majority of the Board of Directors  upon
occurrence of any one of the following events:

     (a) Being absent from the  Corporation's  market area for more than six (6)
consecutive  weeks in any calendar year or being absent for a total of more than
ten (10) weeks in any  calendar  year.  For purposes of this  Section,  the term
"Market Area" shall be the area  designated  in the First  Banking  Center's CRA
Statement and the term "being  absent" shall mean  continuous  absence  during a
twenty-four (24) hour period during each day.

     (b) Being disables because of physical injury or physical or mental illness
and being  unable to perform the normal and  customary  duties of a director for
six (6) consecutive months during any twelve (12) month period.

     (c) Reaching the age of sixty five (65) years, provided such resignation or
removal is lawful under the Age Discrimination in Employment Act.

     (d)  Retirement  from or other  termination  of a  director's  business  or
profession if such  retirement or termination  will, in the opinion of the Board
of  Directors,  substantially  diminish such  director's  ability to promote the
interests of the Corporation. Such determination by the Board of Directors shall
be  conclusive  and  shall be made  within  one (1) year  after the date of such
retirement or termination.
ARTICLE IV

                                    OFFICERS

ss. 4.01 Number.

     The  Corporation's   principal  officers  shall  be  a  President,  a  Vice
President, a Secretary, and a Treasurer,  each of whom shall be appointed by the
Board of Directors.  Additional officers and assistant  officers,  including any
Vice  Presidents,  may be appointed by the Board of Directors as the Board deems
appropriate.  If there is more than one Vice President,  the Board may establish
designations  for the Vice  Presidencies  to identify  their  functions or their
order. There may, in addition,  be a chairperson or co-chairperson of the board,
whenever  the Board  shall see fit to cause such office or offices to be filled.
Any two or more offices may be held simultaneously by the same person.

ss. 4.02 Appointment and Term of Office.

     The  Corporation's  officers shall be appointed for a term as determined by
the Board of Directors.  If no term is  specified,  they shall hold office until
their successor shall have been duly appointed and shall have qualified or until
the  officer's  death,   resignation  or  removal  from  office  in  the  manner
hereinafter provided.

     The  designation  of a  specified  term does not grant to the  officer  any
contract  rights,  and the Board can remove the officer at any time prior to the
termination of such term.

ss. 4.03 Removal.

     Any officer or agent  appointed by the Board of Directors may be removed by
the Board of Directors whenever in its judgment the Corporation's best interests
will be served  thereby,  but such  removal  shall be without  prejudice  to the
contract rights, if any, of the person so removed.  Appointment of an officer or
agent shall not of itself create contract rights.

ss. 4.04 Vacancies.

     A  vacancy  in  any  office   because  of  death,   resignation,   removal,
disqualification,  or other reason shall be filled in the manner  prescribed for
regular appointments to the office.

ss. 4.05 Powers, Authority and Duties.

     The Corporation's officers shall have the powers and authority conferred in
the duties  prescribed  by the Board of Directors  or the officer who  appointed
them in addition to and to the extent not  inconsistent  with those specified in
other sections of this Article IV.

ss. 4.06 The President.

     The President shall be the Corporation's  principal  executive officer and,
subject to the control of the Board of Directors, shall in general supervise and
control all of the Corporation's business and affairs. The President shall, when
present,  preside  at all  meetings  of the  shareholders  and of the  Board  of
Directors,  unless the Board of Directors  elects one of its members as Chairman
of the Board of  Directors  and  designates  the  Chairman  to  preside  at such
meetings. The President may sign, with the Secretary or any other proper officer
of the Corporation authorized by the Board of Directors, certificates for shares
of the Corporation and deeds, mortgages,  bonds, contracts, or other instruments
in the ordinary course of business or that the Board of Directors has authorized
to be executed, except in cases where the signing and execution thereof shall be
expressly  delegated  by the Board of  Directors  or by the Bylaws to some other
officer or agent of the Corporation, or shall be required by law to be otherwise
signed or executed;  and in general shall  perform all duties  incidental to the
office of President  and such other duties as may be  prescribed by the Board of
Directors from time to time.
ss. 4.07 The Vice President.

     In the absence of the President or in the event of the President's death or
inability  or refusal to act as  directed  by the Board of  Directors,  the Vice
President  (or in the  event  there be more  than one Vice  President,  the Vice
Presidents in the order designated at the time of their  appointment,  or in the
absence of any designation,  then in order of their  appointment)  shall perform
the duties of the President, and when so acting shall have all the powers of and
be subject to all the  restrictions  upon the President.  Any Vice President may
sign, with the Secretary or an Assistant  Secretary  certificates  for shares of
the Corporation; and shall perform such other duties as from time to time may be
assigned by the President or by the Board of Directors.

ss. 4.08 The Secretary.

     The  Secretary  shall:  (a)  keep  the  minutes  of  the  meetings  of  the
shareholders  and of the Board of  Directors  in one or more books  provided for
that  purpose;  (b) see that all notices are duly given in  accordance  with the
provisions  of these  Bylaws or as  required  by law;  (c) be  custodian  of the
corporate records and see that books, reports, statements,  certificates and all
other  documents and records  required by law are properly  kept and filed;  (d)
keep a register of the post office address of each  shareholder,  which shall be
furnished to the Secretary by such shareholder;  (e) sign with the President, or
a Vice President,  certificates for shares of the  Corporation,  the issuance of
which shall have been  authorized by  resolution of the Board of Directors;  (f)
have general charge of the stock transfer books of the  Corporation;  and (g) in
general  perform all duties  incident to the office of Secretary  and such other
duties as from time to time may be  assigned to him by the  President  or by the
Board of Directors.

ss. 4.09 The Treasurer.

     The Treasurer  shall: (a) have charge and custody of and be responsible for
all of the Corporation's funds and securities; (b) receive and give receipts for
money due and payable to the Corporation from any source whatsoever, and deposit
all  funds  of  the  Corporation  in  such  banks,  trust  companies,  or  other
depositories as shall be selected in accordance with the provisions of Article V
of these Bylaws,  and (c) in general perform all of the duties incidental to the
office of  Treasurer  and such other duties as from time to time may be assigned
to him by the President or by the Board of  Directors.  If required by the Board
of Directors,  the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or  sureties  as the Board of  Directors
shall determine.
ss. 4.10 Assistant Secretaries and Assistant Treasurers.

     The Assistant Secretaries,  when authorized by the Board of Directors,  may
sign with the  President  or a Vice  President  certificates  for  shares of the
Corporation  the issuance of which shall have been authorized by a resolution of
the Board of  Directors.  The  Assistant  Treasurers if required by the Board of
Directors,  shall give bonds for the faithful  discharge of their duties in such
sums and with such  sureties  as the Board of  Directors  shall  determine.  The
Assistant Secretaries and Assistant Treasurers,  in general,  shall perform such
duties  as  shall  be  assigned  to  them  by the  Secretary  or the  Treasurer,
respectively, or by the President or the Board of Directors.

ss. 4.11 Salaries.

     Officers'  salaries  shall  be  fixed  from  time to time by the  Board  of
Directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

ss. 5.01 Contracts.

     The Board of Directors  may authorize  any  individual  officer or agent or
number of  officers  or agents to enter  into any  contract  or to  execute  and
deliver any  instrument in the  Corporation's  name and on its behalf,  and such
authorization may be general or confined to specific instances.

ss. 5.02 Loans.

     No  loans  shall  be  contracted  on  the   Corporation's   behalf  and  no
indebtedness  shall be incurred in its name  unless  authorized  by or under the
authority of a resolution of the Board of Directors.  Such  authorization may be
general or confined to specific instances.

ss. 5.03 Checks, Drafts, etc.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness  issued in the Corporation's  name, shall be signed by
such officer or officers,  agent or agents of the Corporation and in such manner
as  shall  from  time to time be  determined  by or  under  the  authority  of a
resolution of the Board of Directors.

ss. 5.04 Deposits.

     All funds of the Corporation not otherwise employed shall be deposited from
time to time to the Corporation's credit in such banks, trust companies or other
depositories  as may be  selected  by or under  the  authority  of the  Board of
Directors.
ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

ss. 6.01 Certificates for Shares.

(a) Content

     Certificates  representing  shares  of the  Corporation  shall at a minimum
state on their face the name of the  issuing  corporation  and that it is formed
under the laws of  Wisconsin;  the name of the  person to whom  issued,  and the
number  and class of shares  and the  designation  of the  series,  if any,  the
certificate  represents;  and be in such  form as  determined  by the  Board  of
Directors.  Such certificates  shall be signed (either manually or by facsimile)
by the  President  or a Vice  President  and by the  Secretary  or an  Assistant
Secretary.  Each  certificate  for shares  shall be  consecutively  numbered  or
otherwise identified.

(b) Legend as to Class or Series

     If the  Corporation is authorized to issue  different  classes of shares or
different series within a class, the designations, relative rights, preferences,
and  limitations  applicable  to  each  class  and  the  variations  in  rights,
preferences,  and  limitations  determined for each series (and the authority of
the Board of  Directors  to  determine  variations  for future  series)  must be
summarized  on the  front  or  back  of each  certificate.  Alternatively,  each
certificate  may state  conspicuously  on its front or back that the Corporation
will furnish the shareholders this information on request in writing and without
charge.

(c) Shareholder List

     The name and address of the person to whom the shares  represented  thereby
are issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the Corporation.

(d) Transferred Shares

     All  certificates  surrendered  to the  Corporation  for transfer  shall be
canceled and no new certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and canceled, except that in
case of a lost,  destroyed  or  mutilated  certificate  a new one may be  issued
therefor upon such terms and  indemnification of the Corporation as the Board of
Directors may prescribe.

ss. 6.02 Registration of the Transfer of Shares.

     Registration  of the  transfer of shares of the  Corporation  shall be made
only on the  Corporation's  stock transfer books by the holder of record thereof
or by his or her legal  representative,  who shall  furnish  proper  evidence of
authority to transfer,  or by his or her attorney thereunto  authorized by power
of attorney duly executed and filed with the Secretary of the  Corporation,  and
on surrender for cancellation of the certificate for such shares.  The person in
whose  name  shares  stand on the  Corporation's  books  shall be  deemed by the
Corporation to be the owner thereof for all purposes.
ss. 6.03 Restrictions on Transfer.

     The Board of  Directors  or  shareholders  may impose  restrictions  on the
transfer of shares.  A  restriction  does not affect  shares  issued  before the
restriction  was  adopted  unless the  holders of the shares are  parties to the
restriction agreement or voted in favor of the restriction.  The face or reverse
side of each certificate  representing shares shall bear a conspicuous  notation
of any restriction imposed by the Corporation upon the transfer of such shares.

ss. 6.04 Lost, Destroyed or Stolen Certificates.

     Where the owner  claims  that his  certificate  of  shares  has been  lost,
destroyed  or  wrongfully  taken,  a new  certificate  shall be  issued in place
thereof if the owner (a) so requests before the Corporation has notice that such
shares have been acquired by a bona fide purchaser, and (b) satisfies such other
reasonable  requirements  as may be  prescribed by or under the authority of the
Board  of  Directors,  including  the  furnishing  of an  indemnity  bond  if so
required.

ss. 6.05 Consideration for Shares.

     The Corporation's  shares may be issued for such  consideration as shall be
fixed  from time to time by the Board of  Directors,  provided  that any  shares
having a par value  shall not be issued  for a  consideration  less than the par
value thereof.  The  consideration to be paid for shares may be paid in whole or
in part, in money, promissory notes, in other property,  tangible or intangible,
or  in  labor  or  services  actually  performed  or  to be  performed  for  the
Corporation. When payment of the consideration for which shares are to be issued
shall have been received by the  Corporation,  such shares shall be deemed to be
fully paid and nonassessable by the Corporation.  No certificate shall be issued
for any share until such share is fully paid.

     If the consideration to be paid for shares consists, in whole or part, of a
promissory note or a contract for services to be performed for the  Corporation,
the Board of  Directors  may, in its  discretion,  elect to hold those shares in
escrow or otherwise  restrict  their  transfer.  In the event that shares are so
escrowed,  and the shareholder  defaults under his or her obligations  under the
promissory  note or the contract for services,  as applicable,  the  Corporation
may, in addition to any other legal or equitable remedies, cancel all or part of
the escrowed shares.

ss. 6.06 Acquisition of Shares.

     The Corporation may acquire its own shares and unless otherwise provided in
the  Articles  of  Incorporation,  the shares so  acquired  constitute  treasury
shares.
ss. 6.07 Stock Regulations.

     The Board of Directors  shall have the power and authority to make all such
further rules and regulations not inconsistent with the statutes of the State of
Wisconsin  as they  may  deem  expedient  concerning  the  issue,  transfer  and
registration of certificates representing shares of the Corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

     The  fiscal  year of the  Corporation  shall  begin on January 1 and end on
December 31 in each year.
                                  ARTICLE VIII

                                  DISTRIBUTIONS

     The Board of Directors may from time to time authorize, and the Corporation
may make distributions  (including  dividends on its outstanding  shares) in the
manner  and upon the terms and  conditions  provided  by law,  the  Articles  of
Incorporation and the resolutions of the Board of Directors.

                                   ARTICLE IX

                                 INDEMNIFICATION

ss. 9.01 Mandatory Indemnification.

     Every  director  or officer  shall be  indemnified  to the  fullest  extent
permitted  by law as the same may exist or may  hereafter be amended (but in the
case of any such  amendment,  only to the  extent  such  amendment  permits  the
Corporation to provide broader indemnification rights than the law permitted the
Corporation to provide prior to such amendment) for all reasonable  expenses and
against all liability asserted against such person in connection with any action
to which he or she is made or  threatened to be made a party by reason of his or
her being or having been a director or officer of the Corporation.

     The Corporation shall indemnify a director or officer as follows:

     (a) To the extent he or she has been  successful on the merits or otherwise
in the defense of a  proceeding,  for all  reasonable  expenses  incurred in the
proceeding,  if the director or officer was a party  because he or she is or was
at the time of the events  upon  which the  proceeding  was based a director  or
officer of the  Corporation.  A director or officer  shall  exercise  his or her
right to  indemnification  under this ss.  9.01 of Article  IX by  delivering  a
written  demand  for  indemnification  to the  Corporation's  Treasurer,  or the
President if the party seeking indemnification is the Treasurer.
(b) In all cases not  included  in ss.  9.01(a)  of this  Article  IX,  the
Corporation shall indemnify a director or officer against liability  incurred by
the director or officer in a  proceeding  to which the director or officer was a
party  because  he or she is or was at the time of the  events  upon  which  the
proceeding was based a director or officer of the Corporation,  unless liability
was  incurred  because the  director or officer  breached or failed to perform a
duty he or she owes to the  Corporation and the breach or the failure to perform
constitutes:

     (i)    A willful failure  to  deal  fairly  with  the  Corporation  or  its
            shareholders in connection  with a matter in which the  director  or
            officer has a material conflict of interest;

     (ii)   A violation of the criminal law,  unless the director or officer had
            reasonable cause to believe his or her  conduct was lawful or had no
            reasonable cause to believe his or her conduct was unlawful;

     (iii)  A transaction from which the director or officer derived an improper
            personal benefit; or

     (iv)   Willful misconduct.

     (c) Whether a director or officer of the  Corporation  shall be entitled to
indemnification  under ss. 9.01 (b) shall be determined  in accordance  with the
procedures established in ss. 9.02 of this Article IX.

     (d) The  termination  of a proceeding  by judgment,  order,  settlement  or
conviction,  or upon a plea of no contest or an  equivalent  plea,  does not, by
itself,  create a presumption that indemnification of the director or officer is
not required under this subsection.

ss. 9.02 Determination of Right to Indemnification.

     A director or officer  seeking  indemnification  under ss.  9.01(b) of this
Article IX shall first make a written request to the Corporation's Treasurer, or
the  Corporation's  President,  if the  person  seeking  indemnification  is the
Treasurer, for such indemnification. Determination of whether indemnification is
required shall be made by one of the following means:

     (a) By a majority vote of a quorum of the Board of Directors  consisting of
directors who are not at the time parties to the same or related proceedings. If
such quorum of disinterested directors cannot be obtained, by a majority vote of
a committee duly  appointed by the Board of Directors and  consisting  solely of
two (2) or more directors who are not at the time parties to the same or related
proceedings.  Directors who are parties to the same or related  proceedings  may
participate in the designation of members of the committee.
(b) By independent legal counsel selected by a majority vote of a quorum of
the Board of Directors or its  committee  consisting of directors who are not at
the time parties to the same or related  proceedings or, if such a quorum cannot
be  obtained,  by a  majority  vote of the full  Board of  Directors,  including
directors who are parties to the same or related proceedings.

     (c) By the affirmative  majority vote, or unanimous written consent, of the
Corporation's shareholders.  However, shares owned by or voted under the control
of  persons  who at the time of the vote or consent  are  parties to the same or
related  proceedings,  whether  as  plaintiffs  or  defendants  or in any  other
capacity, may not be voted in making the determination.

     (d) By a panel of three (3)  arbitrators  consisting of one (1)  arbitrator
selected  by those  directors  entitled  under  subsection  (b)  above to select
independent  legal  counsel,  one (1)  arbitrator  selected  by the  director or
officer seeking indemnification and one (1) arbitrator selected by the other two
(2) arbitrators.

     (e) By a court of competent  jurisdiction  upon application by the director
or officer for an initial determination of entitlement to indemnification or for
review  by the  court  of an  adverse  determination.  Indemnification  shall be
ordered if the court  determines  that the  director  or officer is  entitled to
indemnification  under  ss.  9.01 of this  Article  IX or that the  director  or
officer is fairly and reasonably  entitled to indemnification in view of all the
relevant  circumstances.  If the director of officer is  successful in obtaining
indemnification  by order of the court, in addition to  indemnification  against
all other  expenses and  liability,  the director or officer shall be reimbursed
for   expenses   reasonably   incurred  in  pursuing  his  or  her  request  for
indemnification.

     The director or officer of the Corporation  seeking  indemnification  shall
designate  in his or her  request for  indemnification  the method of making the
indemnification determination.

ss. 9.03 Advance of Expenses as Incurred.

     The Corporation shall, upon written request by the director or officer, pay
for or reimburse the reasonable  expenses  incurred by a director or officer who
is a party to a proceeding,  as those expenses are incurred,  if the director or
officer furnishes the Corporation a written affirmation of his or her good faith
belief that he or she has not breached his or her duties to the Corporation, and
the director or officer  furnishes the Corporation  with a written  undertaking,
executed  personally  or on his or her  behalf,  to repay the  allowance  to the
extent  that  it is  ultimately  determined  that  the  indemnification  is  not
required. The Corporation may accept the undertaking without reference to his or
her  ability  to repay the  allowance,  and the  undertaking  may be  secured or
unsecured.

ss. 9.04 Insurance.

     The  Corporation  may  purchase  and  maintain  insurance  on behalf of its
directors and officers,  or to reimburse itself,  against liability  asserted or
incurred and  expenses  incurred by the  director or officer or  corporation  in
connection  with a  proceeding  brought  against the  director or officer in his
capacity  as a director  or officer or arising  from his status as a director or
officer,  regardless  of whether the  Corporation  is required or  authorized to
indemnify the individual  against the same liability  pursuant to the provisions
hereof.
ss. 9.05 Definitions.

     The  following  terms  used in this  Article  IX shall  have the  indicated
meanings:

     (a)  "Director"  or  "officer"  means  an  individual  who  (i) is or was a
director or officer of the Corporation; (ii) an individual who, while a director
or officer of the Corporation, is or was serving at the Corporation's request as
a  director,   officer,   partner,   trustee,   member  of  any   governing   or
decision-making   committee,   employee   or  agent  of   another   corporation,
partnership,  joint  venture or other  enterprise;  or (iii) while a director or
officer of the  Corporation,  is or was serving an employee benefit plan because
his or her duties to the Corporation also impose duties on, or otherwise involve
services by, the person to the plan or to the  participants in or  beneficiaries
of  the  plan.   "Director"  or  "officer"   includes  the  estate  or  personal
representatives of a director or officer.

     (b) "Expenses"  include all fees, costs,  charges,  attorneys' counsel fees
and other expenses and disbursements incurred in connection with a proceeding.

     (c)  "Liability"  includes the  obligation  to pay a judgment,  settlement,
penalty,  fine, assessment or forfeiture,  including an excise tax assessed with
respect to or on an employee benefit plan, and reasonable expenses.

     (d) "Party"  includes an individual  who was or is, or who is threatened to
be  made,  or is at risk of  becoming,  a named  defendant  or  respondent  in a
proceeding.

     (e) "Proceeding" means any threatened,  pending or completed action,  suit,
claim,  litigation,  appeal,  arbitration  or other  proceeding,  whether civil,
criminal,  administrative  or investigative,  formal or informal,  predicated on
foreign,  federal,  state  or  local  law,  brought  by or in the  right  of the
Corporation  or by any other  person or by any  governmental  or  administrative
body.

ss. 9.06 Savings Clause.

     To the extent any court of competent  jurisdiction shall determine that the
indemnification  provided under this Article IX shall be invalid as applied to a
particular claim, issue or matter, the provisions hereof shall be deemed amended
to allow and require indemnification to the maximum extent permitted by law.

ss. 9.07 Effective Date.

     This  Article IX shall be deemed to be a contract  between the  Corporation
and each previous, current or future director or officer. The provisions of this
Article  IX shall  apply to all  proceedings  commenced  after the date  hereof,
whether  arising  from any  action  taken or failure to act before or after such
adoption. No amendment, modification or repeal of this Article IX shall diminish
the rights provided hereby or diminish the right to indemnification with respect
to any claim, issue or matter in any then pending or subsequent  proceeding that
is based in any material  respect on any alleged  action or failure to act prior
to such amendment, modification or repeal.
ARTICLE X

                                 CORPORATE SEAL

     The Board of  Directors  shall  provide a  corporate  seal  which  shall be
circular in form and shall have inscribed  thereon the name of the  Corporation,
the state of incorporation and the words "Corporate Seal."

                                   ARTICLE XI

                                   AMENDMENTS

ss. 11.01 Board of Directors.

     The Board of  Directors,  from time to time,  by vote of a majority  of the
directors  then  in  office,  may  adopt,  amend  or  repeal  any and all of the
Corporation's  Bylaws,  unless the Articles of  Incorporation or the Act reserve
this  power  exclusively  to  the  shareholders  in  whole  or in  part;  or the
shareholders,  in adopting,  amending or repealing a  particular  bylaw  provide
expressly that the Board of Directors may not amend or repeal that bylaw.

ss. 11.02 Shareholders.

     The  shareholders,  from time to time,  by vote of a majority of the shares
entitled to vote,  may adopt,  amend or repeal any and all of the  Corporation's
Bylaws.

ss. 11.03 Implied Amendments.

     Any  action  taken or  authorized  by the  shareholders  or by the Board of
Directors,  which would be inconsistent with the Bylaws then in effect but which
is taken or authorized by the unanimous  written consent of the  shareholders or
Board of  Directors  or by the  affirmative  vote of not less than the number of
shares  or the  number of  directors  required  to amend the  Bylaws so that the
Bylaws would be consistent  with such action,  shall be given the same effect as
though the Bylaws had been temporarily  amended or suspended so far, but only so
far, as is necessary to permit the specific action so taken or authorized.
EXHIBIT 3.3

              FIRST BANKING CENTER INC. 1994 INCENTIVE STOCK PLAN,
                                   AS AMENDED.
FIRST BANKING CENTER, INC.
                            1994 INCENTIVE STOCK PLAN
                              (Revised August 2000)

Section 1.  Establishment, Purpose and Effective Date of Plan

     1.1  Establishment.  First  Banking  Center,  Inc. a Wisconsin  corporation
(together with any successor thereto, the "Corporation"), hereby establishes the
"FIRST  BANKING  CENTER,  INC. 2000 INCENTIVE  STOCK PLAN:  (the "Plan") for key
employees  of  the  Corporation  and  its  Subsidiaries  and  directors  of  the
Corporation  and its  Subsidiaries  who are not employees.  The Plan permits the
grant of Stock Options to such employees and directors.

     1.2  Purpose.  The purpose of the Plan is to advance the  interests  of the
Corporation   and  its   Subsidiaries  by  encouraging  and  providing  for  the
acquisition  of any equity  interest  in the success of the  Corporation  by key
employees and by enabling the  Corporation  and its  Subsidiaries to attract and
retain the services of key employees upon whose judgement,  interest, skills and
special effort the successful  conduct of their operations is largely dependent.
In  addition,  the  Plan is  designed  to  promote  the  best  interests  of the
Corporation  and its  shareholders  by  providing  a means to attract and retain
competent  directors  who  are  not  employees  of  the  Corporation  or of  any
Subsidiary and to provide  opportunities  for stock  ownership by such directors
which  will  increase  their  proprietary   interest  in  the  Corporation  and,
consequently,  their identification with the interest of the shareholders of the
Corporation.

     1.3  Effective  Date.  The Plan shall  become  effective  on August 8, 1994
subject,  however,  to the  approval  of the  Plan  by the  shareholders  of the
Corporation  at the next annual  meeting of  shareholders  within  twelve months
following the date of adoption of the Plan by the Board.

Section 2.  Definitions; Construction

     2.1 Definitions. Whenever used herein, the following terms shall have their
respective meanings set forth below:

          (a)  "Board" means the Board of Directors of the Corporation.

          (b)  "Board  of  Director"  means  any  member  of the  Board who is a
               Non-Employee Director.

          (c)  "Code" means the Internal Revenue Code of 1986, as amended.

          (d)  "Commission"  means the Unites  States  Securities  and  Exchange
               Commission or any successor agency.

          (e)  ""Committee"  means the  committee  of the Board as  specified in
               Section 3, appointed by the Board to administer  the Plan,  which
               shall consist of not less than three directors, each of whom is a
               "disinterested person" within the meaning of Rule 16b-3.

          (f)  "ERISA"  means the  Employee  Retirement  Income  Security Act of
               1974,as amended.

          (g)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
               amended from time to time.
(h)  "Fair  Market  Value"  means the fair  market  value of the Stock
               determined by such methods or procedures as shall be  established
               from time to time by the Committee after giving due consideration
               to recent sales of Stock; provided, however, that the Fair Market
               Value  shall  not be less than the par  value of the  Stock;  and
               provided further, that so long as the Stock is traded on a public
               market,  Fair Market  Value means the average of the high and low
               prices of a share of Stock in the over-the-counter  market on the
               specified  date, as reported by the NASDAQ National Market (or if
               no sales  occurred on such date, the last preceding date on which
               sales occurred);  provided, however, that if the principal market
               for the Stock is then a national  securities  exchange,  the Fair
               Market Value shall be the last  reported sale price of a share of
               Stock on the principal  securities exchange on which the Stock is
               traded on the  specified  date (or if no sales  occurred  on such
               date, the last preceding date on which sales occurred).

          (i)  "Hardship" means, with respect to a Participant, severe financial
               hardship due to illness or death in the  immediate  family of the
               Participant,  major uninsured  casualty loss or other  unforeseen
               events.

          (j)  "Key  Employee"  means any  officer or other key  employee of the
               Corporation  or of  any  Subsidiary  who  is  responsible  for or
               contributes to the  management,  growth or  profitability  of the
               business of the  Corporation  or any  Subsidiary as determined by
               the Committee.

          (k)  "Non-Employee  Director"  means  any  member  of the Board or any
               director  of  a  Subsidiary   who  is  not  an  employee  of  the
               Corporation or any Subsidiary.

          (l)  "Option"  means the right to purchase Stock at a stated price for
               a specified  period of time.  For purposes of the Plan, an Option
               may be either (I) an "incentive  stock option" within the meaning
               of  Section  422 of the  Code  or  (ii)  a  "non-qualified  stock
               option,"   except  that  all  Options   granted  to  Non-Employee
               Directors shall be non-qualified stock options.

          (m)  "Option Agreement" shall mean any written agreement, contract, or
               other instrument or document  evidencing any Option granted under
               the Plan.

          (n)  "Participant"  means any Key  Employee or  Non-Employee  Director
               designated  by the Committee to  participate  in the Plan and any
               Board Director.

          (o)  "Rule 16b-3" means Rule 16b-3 as  promulgated  by the  Commission
               under  the  Exchange  Act or any  successor  rule  or  regulation
               thereto.

          (p)  "Securities" shall have the meaning set forth in Section 10.1.

          (q)  "Stock"  means the  Common  Stock of the  Corporation,  $1.00 per
               value share.

          (r)  "Subsidiary"  means  any  present  or  future  subsidiary  of the
               Corporation, as defined in Section 424(f) of the Code.

     2.2 Number.  Except when otherwise  indicated by the context,  the singular
shall include the plural, and the plural shall include the singular.
Section 3.  Administration

     The Plan shall be administered by the  Compensation  Committee of the Board
or by any other  committee  appointed by the Board  consisting  of not less than
three (3) directors. The Committee shall be comprised solely of directors,  each
of whom is a disinterested person within the meaning of Rule 16b-3.

     Subject to the terms of the Plan and  applicable  law, the Committee  shall
have full power and authority to: (I) designate Participants; (ii) determine the
type or types of Options to be granted  to  Participants  under the Plan;  (iii)
determine the number of shares to be covered by Options granted to Participants;
(iv)  determine the terms and conditions of any Option granted to a Participant;
(v) determine  whether,  to what extent,  and under what  circumstances  Options
granted  to  Participants  may  be  cancelled,  forfeited,  or  suspended;  (vi)
interpret and administer  the Plan and any instrument or agreement  relating to,
or Option  made  under , the Plan  (including,  without  limitation,  any Option
Agreement); (vii) establish, amend, suspend, or waive such rules and regulations
and  appoint  such  agents  as  it  shall  deem   appropriate   for  the  proper
administration of the Plan; and (viii) make any other determination and take any
other  action  that  the  Committee   deems   necessary  or  desirable  for  the
administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations,  interpretations and other decisions under or with
respect to the Plan or any Option  shall be within  the sole  discretion  of the
Committee, may be made at any time, and shall be final, conclusive,  and binding
upon all persons,  including the Corporation,  any Subsidiary,  any Participant,
any holder of beneficiary of any Option,  any  shareholder,  and any employee of
the Corporation or of any Subsidiary.

Section 4.  Eligibility and Participation

     Participants  in the Plan shall  consist of all Board  Directors  and those
individuals selected by the Committee from among those Key Employees,  including
any executive  officer of employee of the Corporation or of any Subsidiary,  and
Non-Employee  Directors  (other than Board Directors) who, in the opinion of the
Committee,  are in a position  to  contribute  materially  to the  Corporation's
continued growth and development and to its long-term financial success.

Section 5.  Stock Subject to Plan

     5.1  Number.  Subject to adjustment  as provided in Section  5.3, the total
number of shares of Stock with respect to which Options may be granted  pursuant
to the Plan shall be 300,000  determined  after giving effect to the stock split
approved  by the  directors  of the  Corporation  in the  form  of a 200%  stock
dividend on August 8, 1994,  effective as of August 10,  1994.  The shares to be
delivered  under the Plan may consist,  in whole or in part, of  authorized  but
unissued Stock or treasury Stock, not reserved for any other purpose.

     5.2  Unused Stock.  If, after the effective date of the Plan, any shares of
Stock  covered  by an Option  granted  under the  Plan,  or to which any  Option
relates,  are  forfeited  or if an Option  otherwise  terminates,  expires or is
cancelled prior to the delivery of all of the shares of Stock issuable  pursuant
to such Option, then the number of shares of Stock counted against the number of
shares available under the Plan in connection with the grant of such Option,  to
the extent of any such  forfeiture,  termination,  expiration  or  cancellation,
shall again be available for granting of additional Options under the Plan.

     5.3  Adjustments in  Capitalization.  In the event that the Committee shall
determine that any dividend or other distribution  (whether in the form of cash,
stock,  other  securities,  or other property),  recapitalization,  stock split,
reverse stock split, reorganization,  merger, consolidation, split-up, spin-off,
combination,  repurchase  or  exchange  of  stock  or  other  securities  of the
Corporation  issuance  of warrants  or other  rights to purchase  stock or other
securities of the Corporation,  or other similar corporate  transaction or event
(other than the stock split  referred to in Section  5.1) affects the Stock such
that an adjustment is determined by the Committee to be  appropriate in order to
prevent dilution or enlargement of the benefits or potential  benefits  intended
to be made available  under the Plan,  then the Committee may, in such manner as
it may deem equitable, adjust any or all of (I) the number and type of shares of
Stock  subject  to the Plan and  which  thereafter  may be made the  subject  of
Options under the Plan;  (ii) the number and types of shares of Stock subject to
outstanding  Options;  and (iii) the exercise  price with respect to any Option;
provided, however, in each case, that with respect to Options that are incentive
stock options,  no such  adjustment  shall be authorized to the extent that such
authority would cause options to cease to be treated as incentive stock options.
Any such  adjustment  shall  always be rounded to the  nearest  whole  number of
shares of Stock.
Section 6.  Term of the Plan

     No Option shall be granted  under the Plan after  August 7, 2004.  However,
unless  otherwise  expressly  provided  in the Plan or in an  applicable  Option
Agreement,  any Option theretofore  granted may extend beyond such date, and, to
the extent  set forth in the Plan,  the  authority  of the  Committee  to amend,
alter,  adjust,  suspend,  discontinue or terminate any such Option, or to waive
any  authority of the Board to amend the Plan,  shall,  shall extend beyond such
date.

Section 7.  Stock Options

     7.1  Grant  of  Options to  Key Employees.  Subject  to  the  provisions of
Section5 and 6, Options may be granted to Participants who are Key Employees and
Non-Employee Directors (other than Board Directors) at any time and from time to
time as shall be determined by the Committee.  The Committee shall have complete
discretion  in  determining   the  number  of  Options   granted  to  each  such
Participant.  The Committee also shall  determine  whether an Option is to be an
incentive  stock  option  within the  meaning  of  Section  422 of the Code or a
nonqualified  stock  option.  However,  in no event shall the Fair Market  Value
(determined at the date of grant) of Stock with respect to which incentive stock
options are exercisable for the first time by a Participant  during any calendar
year exceed  $100,000.  Nothing in this Section 7 of the Plan shall be deemed to
prevent the grant of nonqualified stock options in excess of the maximum amounts
established by Section 422 of the Code.

     7.2  Grant of Options  to Board  Directors.  Simultaneously  with the first
grant of Options  under the Plan in December  1994,  each Board  Director  shall
automatically  be granted a nonqualified  stock option to purchase 100 shares of
Stock.  Thereafter,  simultaneously  with the grant of Options under the Plan to
other Participants in each December beginning in 1995 (or, of no such grants are
made in a  particular  year,  then on  December  31 of such  year),  each  Board
Director shall  automatically be granted a nonqualified stock option to purchase
100 shares of stock.  Beginning in December of 1998 and in December  thereafter,
each Board Director shall be automatically  granted a nonqualified  stock option
to purchase 500 shares of stock. Each option shall have an option price equal to
the Fair Market Value of the Stock on the date of the grant, shall expire on the
tenth  (10th)  anniversary  of the date of the grant and  subject  to Section 17
shall be first  exercisable  as to  one-third  (1/3) of the  shares on the first
anniversary  of the date of the  grant,  as to  another  one-third  (1/3) of the
shares  on the  second  anniversary  of the  date  of  the  grant  and as to the
remaining shares on the third anniversary of the date of the grant.

     7.3  Option Agreement.   Each  Option  shall  be  evidenced  by  an  Option
Agreementthat shall  specify the type of Option granted,  the Option price,  the
duration  ofthe  Option,  the  number  of shares  of Stock to  which the  Option
pertains and such other provisions as the Committee shall determine.
7.4  Option Price.  Subject to the provisions of Section 7.2 in the case of
Options granted to the Board  Directors,  no Option granted pursuant to the Plan
shall have an Option  price that is less than the Fair Market Value of the Stock
on the date the Option is  granted,  provided,  however,  that in the case of an
Option that is an incentive  stock option granted to any person then owning more
than ten percent (10%) of the outstanding  stock of the Corporation  (within the
meaning of Section 422 (b) (6) of the Code),  the Option price shall not be less
than one  hundred ten  percent  (110%) of the Fair Market  Value of the Stock on
such date.

     7.5  Duration of Options.  Subject to provisions of Section 7.2 in the case
of Options  granted to the Board of Directors,  each Option shall expire at such
time the Committee shall determine at the time it is granted, provided, however,
that no option shall be  exercisable  after the tenth (10th)  anniversary of its
grant and provided further that in no event shall any option granted to a person
then owning more than ten percent (10%) of the  Corporation's  outstanding stock
be exercisable after the expiration of five (5) years from the date of the grant
thereof.

     7.6  Exercise of Options.  Subject to the provisions  of Section 7.2 in the
case of Options granted to Board Directors, Options granted under the Plan shall
be exercisable at such times and be subject to such  restrictions and conditions
as the  Committee  shall in each instance  approve,  which terms need not be the
same for all Participants but shall be the same for all Non-Employee Directors.

     7.7  Payment.  The Committee  also shall determine the method or methods by
which, and the form or forms,  including,  without  limitation,  cash, shares of
Stock, other securities,  other Options,  or other property,  or any combination
thereof,  having a Fair Market Value on the exercise  date equal to the relevant
exercise price, in which payment of the exercise price with respect to an Option
may be or deemed to have been made.

     7.8  Incentive  Stock  Options.  The terms of any  incentive  stock  option
granted  under the Plan shall  comply in all  respects  with the  provisions  of
Section 422 of the Code, or any successor provision thereto, and any regulations
promulgated thereunder.

     7.9  Restrictions  on  Stock  Transferability.  Subject  to  the  terms  of
Sections 8 and 10, the Committee may impose such  restrictions  on any shares of
Stock acquired  pursuant to the  exercise of an Option  under the Plan as it may
deem advisable,  including,  without limitation,  restrictions imposed  by or in
order to comply with registration exemptions under applicable Federal securities
law,  under  the requirements  of any stock  exchange upon  which such shares of
Stock are then listed and under any blue sky or state securities law  applicable
to such shares.

Section 8.  Additional Transfer Restriction

     No  Participant  may sell or otherwise  dispose of stock  acquired upon the
exercise of an Option before the later of the expiration of the two-year  period
beginning  on the  date of the  grant of the  option  or the  expiration  of the
one-year period  beginning on the date of the exercise of such Option,  provided
that a Participant may dispose of the Stock by gift,  bequest, or inheritance at
any time.
Section 9.  Corporate Offer to Purchase

     9.1  Offer. The Corporation shall offer to purchase the Stock acquired upon
the exercise of an Option upon the first to occur of the following events:

          (a)  The  Participant  ceases to be employed by the Corporation or any
               Subsidiary or, in the case of a Non-Employee Director,  ceases to
               serve as such director,  and shall have requested the Corporation
               to  purchase  such  Stock in a  written  notice  received  by the
               Corporation  within 180 days after the  Participant's  employment
               has terminated; or

          (b)  The Participant  shall have experienced a Hardship and shall have
               provided to the  Corporation  a written  irrevocable  election to
               have the Corporation purchase the Stock, including a statement in
               reasonable  detail as to the  nature of the  Hardship;  provided,
               however, that no Hardship shall exist for purposes of the Plan if
               the Board shall have so determined  within twenty (20) days after
               receiving  the  Participant's  written  election  and shall  have
               promptly   notified  the  Participant  of  its  determination  in
               writing.

     9.2  Terms of Offer.  The purchase  price for the  shares of Stock that the
Corporation  shall  purchase  pursuant  to Section  9.1 shall be the Fair Market
Value of the Stock on the  first  day that the  Corporation  shall  have  become
obligated to purchase such Stock. The purchase price shall be payable in cash on
the later to occur of:

          (a)  The  date  on  which  the  Fair  Market  Value  of the  Stock  is
               determined; or

          (b)  The date on which the  Participant  provides  to the  Corporation
               certificates   for  all  the  Stock  to  be   purchased   by  the
               Corporation,  duly  endorsed  in  blank  or  accompanied  by duly
               executed stock powers.

Section 10.  Rights of First Refusal

     10.1  Generally.  In  addition  to the  transfer  restrictions  provided in
Sections  7.8 and 8, no  Participant  or personal  representative  of a deceased
Participant  who holds Stock acquired under the Plan pursuant to the exercise of
an Option or any stock  issued as a stock  dividend  thereon  or any  securities
issued in lieu thereof or in substitution or exchange thereof (together referred
to herein as  "Securities")  shall sell or otherwise  dispose of the  Securities
without  first  offering the  Securities to the  Corporation  in writing for the
consideration  and  under  the  terms of  payment  to  apply to the  third-party
transfer.  The  written  offer  to  the  Corporation  shall  contain  all of the
information relating to the proposed  disposition,  including but not limited to
the name and address of the proposed purchaser, the number of shares of Stock to
be transferred and the terms of the transfer.

     10.2  Response to Offer. Upon receipt by the Corporation of any such offer,
the  Corporation  shall  have the right for a period of ten (10) days after such
receipt to purchase such Securities or place them with other stockholders of the
Corporation  on  the  terms  and at the  price  stated  in  such  offer.  If the
Corporation  shall fail to exercise  such rights  within ten (10) days after its
receipt of such offer of sale,  the offeror may,  within  thirty (30) days after
the date of delivery of such offer to the  Corporation,  sell the  Securities to
the proposed purchaser upon the same terms and price for which they were offered
to the  Corporation,  and after such sale such  Securities  shall be free of the
restrictions of this Section 10.

     10.3  Legend on  Certificates.  Certificates  for all  Securities  shall be
endorsed with a legend  referring to the  restrictions  on transfer set forth in
Sections 8 and 10.
10.4  Exceptions.  The  provisions  of this Section 10 shall not apply to a
gift or bequest of  Securities,  or disposition of the same pursuant to the laws
of intestate  succession,  provided,  however,  that any person who acquires any
Securities  by gift,  bequest or  intestate  succession  shall be subject to the
provisions  of this  Section 10 to the same  extent as though such person were a
Participant who acquired such Securities under the Plan.

     10.5  Waiver.  The provisions of this Section 10  may be waived in whole or
in part in any particular case or cases by the Committee or may be terminated at
any time by the Committee, whenever it may determine that no substantial benefit
to the Corporation is afforded by such provisions.

Section 11.  Beneficiary Designation

     Each  Participant  under  the  Plan  may,  from  time  to  time,  name  any
beneficiary of beneficiaries  (who may be named contingently or successively) by
whom any Option  under the Plan may be  exercised  in case of the  Participant's
death before he or she exercises the entire Option. Each designation will revoke
all prior designations with respect to the Options identified therein,  shall be
in a form  prescribed by the Committee and will be effective  only when filed by
the Participant in writing with the Committee during his or her lifetime.  I the
absence  of  any  such  designation,   Options  remaining   unexercised  at  the
Participant's  death may be  exercised  by the  personal  representative  of the
Participant.

Section 12.  Rights of Participants

     Nothing in the Plan shall  interfere  with or limit in any way the right of
the Corporation or any Subsidiary to terminate any  Participant's  employment or
position as a director at any time nor confer upon any  Participant any right to
continue  in the  employ,  or to remain a director,  of the  Corporation  or any
Subsidiary.

Section 13.  Amendment, Modifications and Termination of Plan

     13.1  Generally. Subject to the provisions of Section 13.2 the Board may at
any  time  terminate,  and from  time to time may  amend  or  modify  the  Plan,
provided,  however, that, notwithstanding any other provision of the Plan or any
Option  Agreement,  no  such  action  of  the  Board,  without  approval  of the
shareholders, may:

          (a)  Increase  the total amount of Stock which may be issued under the
               Plan, except as provided in Sections 5.1 and 5.3 of the Plan;

          (b)  Materially  increase the cost of the Plan or materially  increase
               the benefits to Participants; or

          (c)  Change the class of individuals eligible to receive Options.

     No amendment,  modification  or termination of the Plan shall in any manner
adversely  affect any Option  theretofore  granted  under the Plan,  without the
consent of the Participant.

     13.2  Board of Director Options.The  provisions of Section 7.2 (relating to
automatic  grants of Options to Board  Directors),  may not be amended more than
once in any six-month period, except as required by the Code, ERISA or the rules
and regulations thereunder.
Section 14.  Tax Withholding

     No later than the date as of which an amount first  becomes  includible  in
the gross income of a Participant  for federal  income tax purposes with respect
to any Option under the plan, the Participant  shall pay to the Corporation,  or
make arrangements  satisfactory to the Corporation regarding the payment of, any
federal,  state,  local  or  foreign  taxes of any  kind  required  by law to be
withheld  with  respect  to such  amount.  Unless  otherwise  determined  by the
Committee,   withholding   obligations   arising  with  respect  to  Options  to
Participants  under the Plan may be  settled  with  shares  of Stock,  including
shares  that are  received  upon  exercise  of the Option that gives rise to the
withholding requirement. The obligations of the Corporation under the Plan shall
be  conditional on such payment or  arrangements,  and the  Corporation  and any
Subsidiary  shall, to the extent  permitted by law, have the right to deduct any
such taxes from any payment otherwise due to the Participant.  The Committee may
establish  such  procedures  as  it  deems   appropriate  for  the  settling  of
withholding obligations with shares of Stock, including, without limitation, the
establishment of such procedures as may be necessary to satisfy the requirements
of Rule 16b-3.

Section 15.  General

     15.1  Rule 16b-3 Six-Month Limitations. Notwithstanding any other provision
of the Plan,  to the extent  required in order to comply  with Rule  16b-3,  any
equity  security  offered  pursuant to the Plan may not be sold for at least six
months after  acquisition,  except in the case of death or  disability,  and any
derivative  security issued pursuant to the Plan shall not be exercisable for at
least  six  months,  except  in the case of death or  disability  of the  holder
thereof.  Terms used in the preceding  sentence shall,  for the purposes of such
sentence only, have the meanings,  if any,  assigned or attributed to them under
Rule 16b-3.

     15.2  No  Consideration  for  Options.    Options   shall  be   granted  to
Participants  for  no cash  consideration  unless otherwise  determined  by  the
Committee.

     15.3  Limits on Transfer of Options. No Option, and no right under any such
Option,  shall  be  assignable,   alienable,   saleable  or  transferable  by  a
Participant  otherwise than be will or by the laws of descent and  distribution;
provided,   however,   that  a  Participant   may  designate  a  beneficiary  or
beneficiaries  to  exercise  his or her  rights,  and to  receive  any  property
distributable with respect to any Option as provided in Section 11 hereof.  Each
Option,  and each  right  under any  Option,  shall be  exercisable,  during the
lifetime of the  Participant  only by such  individual or, if permissible  under
applicable  law,  by such  individual's  guardian  or legal  representative.  No
Option, and no right under any such Option, may be pledged, alienated,  attached
or otherwise  encumbered,  and any purported pledge,  alienation,  attachment or
encumbrance  thereof shall be void and unforeseeable  against the Corporation or
any Subsidiary.

Section 16.  Legal Construction

     16.1  Requirements  of Law. The granting of Options  under the Plan and the
issuance of shares of Stock in  connection  with an Option,  shall be subject to
all  applicable  laws,  rules  and  regulations,  and to such  approvals  by any
governmental agencies or national securities exchanges as may be required.

     16.2  Governing Law.  The Plan,  and all Option Agreements hereunder, shall
be  construed  in  accordance  with and  governed  by the  laws of  the State of
Wisconsin.

     16.3  Severability. If any provision of the Plan or any Option Agreement or
any Option is or becomes or is deemed to be invalid, illegal or unenforceable in
any  jurisdiction,  or as to any person or Option, or would disqualify the Plan,
any Option  Agreement  or any  Option  under any law  deemed  applicable  by the
Committee,  such  provision  shall be construed or deemed  amended to conform to
applicable laws, or if it cannot be so construed or deemed amended  without,  in
the determination of the Committee,  materially altering the intent of the Plan,
any Option Agreement or the Option,  such provision shall be stricken as to such
jurisdiction,  person or Option,  and the remainder of the Plan, any such Option
Agreement and any such Option shall remain in full force and effect.
Section 17.  Change in Control

          (a)  For  purposes of the Plan,  a "Change in Control"  shall mean and
               include any  transaction  or series of  transactions  pursuant to
               which any person (as defined in Section 3(a) (9) and 13(d) of the
               Securities  Exchange  Act of 1934 (the  "Exchange  Act"),  acting
               directly or indirectly,  acquires or becomes the beneficial owner
               (as defined in rule 13(d)-3 promugulated pursuant to the Exchange
               Act) of  twenty-five  percent  (25%)  or more of the  outstanding
               stock or  substantially  all of the assets of the  Corporation or
               any of its Subsidiaries,  or pursuant to which the Corporation or
               any of its  Subsidiaries  shall merge,  consolidate  or liquidate
               with or into another Corporation or business entity. For purposes
               of this  Section 17, a "Change in  Control"  shall occur upon the
               earlier of I) the execution of any legally  binding  agreement or
               other  document of any nature  (including  without  limitation  a
               stock purchase agreement, merger or consolidation agreement, plan
               of liquidation,  asset purchase  agreement)  which will result in
               such acquisition, ownership, merger, consolidation or liquidation
               or (ii) the consummation of the aforedescribed events. "Change in
               Control" shall not refer to or include any transaction  involving
               only   entities   controlled   directly  or   indirectly  by  the
               Corporation.

          (b)  Following a change in control,  the Options  granted  pursuant to
               this Agreement shall become  immediately  exercisable in full, to
               the  extent  that  the  Options   had  not   theretofore   become
               exercisable,  notwithstanding  the provisions of Section 3 or any
               other provisions of this Agreement.
EXHIBIT A

                   AMENDMENT OF THE 1994 INCENTIVE STOCK PLAN

Section 7.2 of the 1994 Incentive Stock Plan reading as follows:

"Section 7.2 Grant of Options to Board of Directors

     Simultaneously  with the first grant of Options under the Plan in December,
1994, each Board Director shall  automatically  be granted a nonqualified  stock
option to  purchase  100 shares of Stock.  Thereafter,  simultaneously  with the
grant of Options under the Plan to other Participants in each December beginning
in 1995 (or, if no such grants are made in a particular  year,  then on December
31,  of such  year),  each  Board  Director  shall  automatically  be  granted a
nonqualified stock option to purchase 100 shares of Stock. Beginning in December
1998 and in each December thereafter, each Board Director shall automatically be
granted a nonqualified  stock option to purchase 500 shares of Stock.  Each such
Option shall have an Option price equal to the Fair Market Value of the Stock on
the date of grant,  shall expire on the tenth (10th)  anniversary of the date of
grant,  and  subject to Section 17 shall be first  exercisable  as to  one-third
(1/3) of the shares on the first anniversary of the date of grant, as to another
one-third (1/3) of the shares on the second anniversary of the date of grant and
as to the  remaining  shares on the third (3rd)  anniversary  of the date of the
grant."

is deleted in its entirety and the following is inserted in lieu thereof:

"Section 7.2 Grant of Options to Board of Directors

     Beginning  in  December of the year 2000 and in each  December  thereafter,
each Board Director shall  automatically be granted a nonqualified  stock option
to purchase  800 shares of Stock.  Each such Option  shall have an Option  Price
equal to the Fair Market  Value of the Stock on the date of grant,  shall expire
on the tenth (10th) anniversary of the date of the grant, and subject to Section
17  shall  be  first  exercisable  as to  one-third  (1/3)  on the  first  (1st)
anniversary of the date of grant, as to another one-third (1/3) of the shares on
the second (2nd) anniversary of the date of grant and as to the remaining shares
on the third (3rd) anniversary of the date of grant."
EXHIBIT 3.4 AND 3.4(a)

                                   EXHIBIT 3.4

                STOCK OPTION AGREEMENT FOR USE WITH FIRST BANKING
                     CENTER, INC. 1994 INCENTIVE STOCK PLAN
                           FOR INCENTIVE STOCK OPTIONS

                                 EXHIBIT 3.4(a)

                STOCK OPTION AGREEMENT FOR USE WITH FIRST BANKING
                   CENTER, INC., 1994 INCENTIVE STOCK PLAN FOR
                           NON-QUALIFIED STOCK OPTIONS
FIRST BANKING CENTER, INC.
                            (a Wisconsin corporation)

                           1994 Incentive Stock Plan
                             Stock Option Agreement

Optionee:

Date of Grant:

Number of Shares:

Exercise Price Per Share:

Expiration Date:

     First Banking  Center,  Inc. and the  above-named  Optionee hereby agree as
follows:

          1.   Grant  of  Stock  Options.  In  consideration  of  the  continued
               employment  of  the  Optionee,  First  Banking  Center,  Inc.,  a
               Wisconsin  corporation  (hereinafter  called the  "Corporation"),
               grants to the Optionee the option (the  "Option)) to purchase the
               number of shares of Common Stock,  $1.00 par value per share,  of
               the  Corporation,  set forth  above  for an  amount  equal to the
               Exercise Prices per Share,  set forth above, all on the terms and
               conditions  hereinafter  stated.  The Option is intended to be an
               incentive  stock option  within the meaning of Section 422 of the
               Code as to 100% of such shares.

          2.   Plan.  The  Option is  granted  under and  pursuant  to the First
               Banking  Center,  Inc 1994 Incentive Stock Plan for key employees
               and   non-employee   directors   of  the   Corporation   and  its
               Subsidiaries  adopted  August 8, 1994 as amended  on April  20th,
               1999 and  April  17th,  2001(herein  called  the  "Plan")  and is
               subject  to each  and all of the  provisions  thereof,  a copy of
               which Plan has previously been furnished or made available to the
               optionee.  All  capitalized  terms not otherwise  defined therein
               shall have the meanings assigned to such terms in the Plan.

          3.   Exercise of Option.  Subject to the conditions stated herein, the
               right to exercise  the Option  shall accrue as to one third (1/3)
               of the shares on the first  anniversary of the date of grant,  as
               to  another   one  third  (1/3)  of  the  shares  on  the  second
               anniversary  of the date of the  grant,  and as to the  remaining
               shares  on the third  anniversary  of the date of the  grant.  No
               partial  exercise of the Option may be for less than  twenty-five
               (25) share lots or multiples thereof.
In the event that the  Optionee's  employment  with,  the  Corporation or a
Subsidiary terminates by reason of death or the attainment of age 65, the option
shall become  immediately  exercisable in full to the extent that the Option had
not therefore become  exercisable.  In the event that the Optionee's  employment
with, the Corporation or a Subsidiary terminates for any reason other than death
or the attainment of age 65, prior to the date on which the Option becomes fully
exercisable, the Optionee's right to exercise the Option granted hereunder shall
be  forfeited  to the  extent  it  was  not  exercisable  on the  date  of  such
termination.

          4.   Term of Option.  The term of this  Option  shall  expire ten (10)
               years  from  the date of grant or  three  (3)  months  after  the
               termination   of  the   Optionee's   employment   with,  of,  the
               Corporation or its Subsidiaries,  whichever occurs first, subject
               to the following provisions:

               a)   If the termination of employment is caused by the Optionee's
                    death,  this Option may be exercised in full,  to the extent
                    it had not  previously  been  exercised,  within twelve (12)
                    months after the Optionees death by the Optionee's executors
                    or administrators or by any person or persons who shall have
                    acquired the Option  directly  from the Optionee by will, by
                    the laws of descent and distribution or as the result of any
                    beneficiary  designation  made pursuant to Section 11 of the
                    Plan; and

               b)   If the termination of the Optionee's employment is caused by
                    the Optionee's  disability,  this Option may be exercised in
                    full, to the extent it had not  previously  been  exercised,
                    within twelve (12) months after the Optionee's disability by
                    the  Optionee  or the  Optionee's  guardian  or other  legal
                    representative.

     Notwithstanding any other provision of this Agreement to the contrary, this
Option shall not be exercisable after ten (10) years from the date of grant.

          5.   Notice of Exercise  of Option.  The  Optionee  or the  Optionee's
               representative  may exercise this Option by giving written notice
               to  the  Corporation  at  400  Milwaukee   Avenue,  PO  Box  660,
               Burlington,  Wisconsin  53105,  Attention:  Corporate  Secretary,
               specifying  the  election to exercise  the Option,  the number of
               shares of Stock in respect of which it is being exercised and the
               form  of  payment  and  the  number  of  shares,  it  any,  to be
               surrendered  as part of the Exercise  Price.  The Optionee or the
               Optionee's   representative   shall   deliver  to  the  Corporate
               Secretary,  at the time of giving such  notice  payment in a form
               that  conforms  to the  requirements  of Section 6 hereof for the
               full  amount of the  Exercise  Price of the Shares of Stock as to
               which this Option is exercised.

          The notice  shall be signed by the person or persons  exercising  this
     Option,   and  in  the  event  this  Option  is  being   exercised  by  the
     representative   of  the  Optionee,   it  shall  be  accompanied  by  proof
     satisfactory  to the  Corporation  of the  right of the  representative  to
     exercise  the  Option.  No share of stock  shall be  issued  until  payment
     therefore has been made. The  Corporation  shall  thereafter  cause to be a
     issued a certificate  or  certificates  for the shares of Stock as to which
     this Option  shall have been so  exercised,  registered  in the name of the
     person or persons so exercising the Option,  and cause such  certificate or
     certificates  to be  delivered  to or upon  the  order  of such  person  or
     persons.
6.   Payment  for  Stock.  At the time of giving  notice  of  exercise
               pursuant  to Section 5 hereof,  the  Optionee  or the  Optionee's
               representative  shall deliver to the Corporate  Secretary payment
               for the amount of the Exercise Price of the shares of Stock as to
               which the Option is being exercised in United States dollars,  by
               cash or check.

          7.   Withholding Tax. In the event the Corporation  determines that it
               is required to withhold  state or Federal  income tax or FICA tax
               as a result of the exercise of the Option,  as a condition to the
               exercise  of the  Option,  the  Optionee  will make  arrangements
               satisfactory  to the  Corporation  to enable it to  satisfy  such
               withholding requirements.

          8.   Legality of Issuance. No shares of Stock shall be issued upon the
               exercise  of any  Option  unless  and until the  Corporation  has
               determined that:

               a)   It and the  Optionee  have  taken all  actions  required  to
                    register  the shares of Stock  under the  Securities  Act of
                    1933, as amended (the  "Securities  Act"),  or to perfect an
                    exemption from the registration requirements thereof;

               b)   Any applicable listing requirements of any stock exchange on
                    which the Stock is listed have been satisfied; and

               c)   Any other  applicable  provision of state or Federal law has
                    been satisfied.

          9.   Securities  Law  Restriction  on  Transfers.  The shares of Stock
               acquired  pursuant to the  exercise of the Option may not be sold
               or otherwise disposed of except as otherwise provided in Sections
               8, 9 or 10 of the Plan.  In addition,  and  regardless of whether
               the offering and sale of shares of Stock under the Plan have been
               registered  under the Securities  Act, or have been registered or
               qualified under the securities laws of any state, the Corporation
               may impose  restrictions  upon the sale, pledge or other transfer
               of such shares of Stock  (including  the placement of appropriate
               legends  on  stock  certificates)  if,  in  the  judgment  of the
               Corporation and its counsel,  such  restrictions are necessary or
               desirable in order to achieve  compliance  with the provisions of
               the Securities Act, the securities laws of any state or any other
               law. In the event that the sale of shares of Stock under the Plan
               is not  registered  under the  Securities Act but an exemption is
               available  which requires an investment  representation  or other
               representation,  the  Optionee  represents  and  agrees  that the
               shares of Stock to be  acquired  pursuant  to the  exercise of an
               Option hereunder shall be acquired for investment, and not with a
               view to the  sale or  distribution  thereof.  Stock  certificates
               evidencing shares of Stock acquired under the Plan pursuant to an
               unregistered  transaction  shall bear the  following or a similar
               restrictive  legend as  required  or deemed  advisable  under the
               provisions of any applicable law:
"THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
                    REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED
                    ("SECURITES  ACT").  ANY TRANSFER OF SUCH SECURITIES WILL BE
                    INVALID UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES
                    ACT IS IN EFFECT AS TO SUCH  TRANSFER  OR IN THE  OPINION OF
                    COUNSEL FOR THE ISSUER SUCH  REGISTRATION  IS UNNECESSARY IN
                    ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SECURITIES ACT."

          10.  Other Restrictions.  The shares of Stock acquired pursuant to the
               exercise of the Option are further subject to additional transfer
               restrictions  pursuant to amended  Section 8 of the Plan and to a
               right of first refusal  pursuant to Section 10 of the Plan. Stock
               certificates  evidencing  shares of Stock acquired under the Plan
               shall also bear the following or a similar restrictive legend:

                    "ANY   SALE,   ASSIGNMENT,   TRANSFER,   PLEDGE,   OR  OTHER
                    DISPOSITION  OF THE  SHARES  OF  STOCK  REPRESENTED  BY THIS
                    CERTIFICATE  IS RESTRICTED BY, AND SUJBECT TO, THE TERMS AND
                    PROVISIONS OF THE FIRST BANKING  CENTER,  INC 1994 INCENTIVE
                    STOCK PLAN,  (AS  AMENDED) A COPY OF WHICH IS ON FILE IN THE
                    OFFICE OF THE SECRETARY OF THE CORPORATION. BY ACCEPTANCE OF
                    THIS  CERTIFICATE,  THE HOLDER  HEREOF AGREES TO BE BOUND BY
                    THE TERMS OF THIS PLAN."

          11.  Shareholder  Approval.  The Plan was approved by the  affirmative
               vote of the holders of a majority  of the issued and  outstanding
               shares of stock of the  Corporation  at the annual meeting of the
               shareholders held on April 11, 1995 and amended with the required
               approval of the  shareholders at the annual meeting held on April
               20, 1999 and April 17th, 2001.

          12.  Removal of Legends. If, in the opinion of the Corporation and its
               counsel,  any legend placed on a stock  certificate  representing
               shares of Stock  sold under the Plan is no longer  required,  the
               holder of such  certificate  shall be entitled  to exchange  such
               certificate  for a  certificate  representing  the same number of
               shares of Stock but lacking such legend.

          13.  No Right to  Continued  Employment.  This grant  shall not confer
               upon the  Optionee  any right  with  respect  to  continuance  of
               employment by, or a position as a director of, the Corporation or
               any Subsidiary,  nor shall it interfere in any way with the right
               of his or her employer to terminate  such  employment or position
               at any time.
14.  Miscellaneous.

               a)   Entire  Agreement.  This  Agreement  and the  Plan  together
                    constitute the entire  agreement  between the parties hereto
                    with respect to the subject  matter hereof and thereof,  and
                    there   have  been  and  are  no   restrictions,   promises,
                    agreements or covenants between the parties other than those
                    set forth or provided for herein.

               b)   Assignment. Except as specifically provided herein or in the
                    Plan,   neither  this  Agreement  nor  any  of  the  rights,
                    interests or obligations  contained herein shall be assigned
                    by either of the parties  hereto,  without the prior written
                    consent of the other  party,  and any  attempted  assignment
                    without  such  written  consent  shall  be null and void and
                    without  legal effect.  Subject to the  foregoing  sentence,
                    this Agreement  shall be binding upon and insure the benefit
                    of  the  respective   parties  hereto  and  their  permitted
                    successors and assigns.

               c)   Amendment  or  Modification.  No term or  provision  of this
                    Agreement may be amended,  modified or supplemented  orally,
                    but only by an  instrument  in  writing  signed by the party
                    against  which or whom  the  enforcement  of the  amendment,
                    modification or supplement is sought.

               d)   Counterparts.  This Agreement may be executed in two or more
                    counterparts, each of which shall be deemed an original, but
                    all of  which  together  shall  constitute  one and the same
                    instrument.

               e)   Governing  Law.  This  Agreement  shall be  governed  by the
                    internal  laws of the State of  Wisconsin as to all matters,
                    including   but  not   limited  to   matters  of   validity,
                    construction, effect, performance and remedies.

          15.  Change in Control

               (a)  For purposes of this Agreement,  a "Change in control" shall
                    mean  and   include

               (b)  any transaction or series of transactions  pursuant to which
                    any person (as defined in Section 3 (a) (9) and 13(d) of the
                    Securities  Exchange  Act of  1934  (the  "Exchange  Act")),
                    acting  directly  or  indirectly,  acquires  or becomes  the
                    beneficial  owner (as  defined in rule  13(d)-3  promulgated
                    pursuant to the Exchange Act) of  twenty-five  percent (25%)
                    or more of the outstanding stock or substantially all of the
                    assets of the  Corporation  or any of its  subsidiaries,  or
                    pursuant to which the corporation or any of its subsidiaries
                    shall merge,  consolidate  or liquidate with or into another
corporation or business entity. For purposes of this Section
                    15, a "Change in Control" shall occur upon the earlier of i)
                    the  execution  of any legally  binding  agreement  or other
                    document of any nature (including without limitation a stock
                    purchase agreement,  merger or consolidation agreement, plan
                    of liquidation,  asset purchase agreement) which will result
                    in such  acquisition,  ownership,  merger,  consolidation or
                    liquidation or (ii) the  consummation of the  aforedescribed
                    events.  "Change in  Control"  shall not refer to or include
                    any transaction  involving only entities controlled directly
                    or indirectly by the  Corporation.(b)  Following a change in
                    control,  the Options  granted  pursuant  to this  Agreement
                    shall become immediately  exercisable in full, to the extent
                    that the Options  had not  theretofore  become  exercisable,
                    notwithstanding  the  provisions  of  Section 3 or any other
                    provisions of this Agreement.

     IN WITNESS  WHEREOF,  the  Corporation has caused this Agreement to be duly
executed,  and the Optionee has executed this  Agreement,  all as of the day and
year first above written.

                                                      FIRST BANKING CENTER, INC.

                                                  By: __________________________
                                                                           Title

                                                Attest _________________________

     The undersigned  Optionee  hereby accepts the Option granted  hereunder and
designates  ______________________  as the beneficiary to whom the Option may be
transferred  in  the  event  of  my  death.  I  understand  that  the  foregoing
designation  may  be  revoked  by me in  writing  at any  time  and  that  if no
designation is in effect at the time of my death the Option shall be transferred
to my estate.

                                                     ---------------------------
                                                                        Optionee
FIRST BANKING CENTER, INC.
                            (a Wisconsin corporation)

                           1994 Incentive Stock Plan
                             Stock Option Agreement

Optionee:

Date of Grant:

Number of Shares:

Exercise Price Per Share

Expiration Date:

     First Banking  Center,  Inc. and the  above-named  Optionee hereby agree as
follows:

          1.   Grant  of  Stock  Options.  In  consideration  of  the  continued
               employment  of  the  Optionee  or  the  Optionee's  service  as a
               director,  First Banking  Center,  Inc., a Wisconsin  corporation
               (hereinafter  called the  "Corporation"),  grants to the Optionee
               the option (the  "Option))  to  purchase  the number of shares of
               Common Stock, $1.00 par value per share, of the Corporation,  set
               forth above for an amount equal to the Exercise Prices per Share,
               set forth  above,  all on the terms  and  conditions  hereinafter
               stated.

          2.   Plan.  The  Option is  granted  under and  pursuant  to the First
               Banking  Center,  Inc 1994 Incentive Stock Plan for key employees
               and   non-employee   directors   of  the   Corporation   and  its
               Subsidiaries  adopted  August 8, 1994 as amended  on April  20th,
               1998 and April  17th,  2001  (herein  called the  "Plan")  and is
               subject  to each  and all of the  provisions  thereof,  a copy of
               which Plan has previously been furnished or made available to the
               optionee.  All  capitalized  terms not otherwise  defined therein
               shall have the meanings assigned to such terms in the Plan.

          3.   Exercise of Option.  Subject to the conditions stated herein, the
               right to exercise  the Option  shall accrue as to one third (1/3)
               of the shares on the first  anniversary of the date of grant,  as
               to  another   one  third  (1/3)  of  the  shares  on  the  second
               anniversary  of the date of the  grant,  and as to the  remaining
               shares  on the third  anniversary  of the date of the  grant.  No
               partial  exercise of the Option may be for less than  twenty-five
               (25) share lots or multiples thereof.

                         In the event that the  Optionee's  employment  with, or
                    position as a director of, the  Corporation  or a Subsidiary
                    terminates  by reason of death or the  attainment of age 65,
                    the option shall become  immediately  exercisable in full to
                    the  extent  that  the  Option  had  not  therefore   become
                    exercisable.  In the event  that the  Optionee's  employment
                    with,  or position as a director  of, the  Corporation  or a
                    Subsidiary terminates for any reason other than death or the
                    attainment  of age 65, prior to the date on which the Option
                    becomes fully exercisable,  the Optionee's right to exercise
                    the  Option  granted  hereunder  shall be  forfeited  to the
                    extent  it  was  not   exercisable   on  the  date  of  such
                    termination.

          4.   Term of Option.  The term of this  Option  shall  expire ten (10)
               years  from  the date of grant or  three  (3)  months  after  the
               termination of the Optionee's  employment  with, or position as a
               director  of,  the  Corporation  or its  Subsidiaries,  whichever
               occurs first, subject to the following provisions:

               a)   If the  termination  of employment or position as a director
                    is  caused  by the  Optionee's  death,  this  Option  may be
                    exercised in full, to the extent it had not previously  been
                    exercised,  within  twelve (12) months  after the  Optionees
                    death by the Optionee's  executors or  administrators  or by
                    any person or persons  who shall  have  acquired  the Option
                    directly  from the Optionee by will,  by the laws of descent
                    and  distribution  or  as  the  result  of  any  beneficiary
                    designation made pursuant to Section 11 of the Plan; and
b)   If the termination of the Optionee's  employment or position
                    as a director is caused by the Optionee's  disability,  this
                    Option may be  exercised  in full,  to the extent it had not
                    previously been  exercised,  within twelve (12) months after
                    the Optionee's  disability by the Optionee or the Optionee's
                    guardian or other legal representative.

     Notwithstanding any other provision of this Agreement to the contrary, this
Option shall not be exercisable after ten (10) years from the date of grant.

          5.   Notice of Exercise  of Option.  The  Optionee  or the  Optionee's
               representative  may exercise this Option by giving written notice
               to  the  Corporation  at  400  Milwaukee   Avenue,  PO  Box  660,
               Burlington,  Wisconsin  53105,  Attention:  Corporate  Secretary,
               specifying  the  election to exercise  the Option,  the number of
               shares of Stock in respect of which it is being exercised and the
               form  of  payment  and  the  number  of  shares,  it  any,  to be
               surrendered  as part of the Exercise  Price.  The Optionee or the
               Optionee's   representative   shall   deliver  to  the  Corporate
               Secretary,  at the time of giving such  notice  payment in a form
               that  conforms  to the  requirements  of Section 6 hereof for the
               full  amount of the  Exercise  Price of the Shares of Stock as to
               which this Option is exercised.

     The notice shall be signed by the person or persons exercising this Option,
and in the event this Option is being  exercised  by the  representative  of the
Optionee,  it shall be accompanied by proof  satisfactory  to the Corporation of
the right of the  representative to exercise the Option. No share of stock shall
be  issued  until  payment  therefore  has  been  made.  The  Corporation  shall
thereafter  cause to be a issued a certificate or certificates for the shares of
Stock as to which this Option shall have been so  exercised,  registered  in the
name of the  person  or  persons  so  exercising  the  Option,  and  cause  such
certificate or  certificates to be delivered to or upon the order of such person
or persons.

          6.   Payment  for  Stock.  At the time of giving  notice  of  exercise
               pursuant  to Section 5 hereof,  the  Optionee  or the  Optionee's
               representative  shall deliver to the Corporate  Secretary payment
               for the amount of the Exercise Price of the shares of Stock as to
               which the Option is being exercised in United States dollars,  by
               cash or check.

          7.   Withholding Tax. In the event the Corporation  determines that it
               is required to withhold  state or Federal  income tax or FICA tax
               as a result of the exercise of the Option,  as a condition to the
               exercise  of the  Option,  the  Optionee  will make  arrangements
               satisfactory  to the  Corporation  to enable it to  satisfy  such
               withholding requirements.

          8.   Legality of Issuance. No shares of Stock shall be issued upon the
               exercise  of any  Option  unless  and until the  Corporation  has
               determined that:

               a)   It and the  Optionee  have  taken all  actions  required  to
                    register  the shares of Stock  under the  Securities  Act of
                    1933, as amended (the  "Securities  Act"),  or to perfect an
                    exemption from the registration requirements thereof;

               b)   Any applicable listing requirements of any stock exchange on
                    which the Stock is listed have been satisfied; and

               c)   Any other  applicable  provision of state or Federal law has
                    been satisfied.
9.   Securities  Law  Restriction  on  Transfers.  The shares of Stock
               acquired  pursuant to the  exercise of the Option may not be sold
               or otherwise disposed of except as otherwise provided in Sections
               8, 9 or 10 of the Plan.  In addition,  and  regardless of whether
               the offering and sale of shares of Stock under the Plan have been
               registered  under the Securities  Act, or have been registered or
               qualified under the securities laws of any state, the Corporation
               may impose  restrictions  upon the sale, pledge or other transfer
               of such shares of Stock  (including  the placement of appropriate
               legends  on  stock  certificates)  if,  in  the  judgment  of the
               Corporation and its counsel,  such  restrictions are necessary or
               desirable in order to achieve  compliance  with the provisions of
               the Securities Act, the securities laws of any state or any other
               law. In the event that the sale of shares of Stock under the Plan
               is not  registered  under the  Securities Act but an exemption is
               available  which requires an investment  representation  or other
               representation,  the  Optionee  represents  and  agrees  that the
               shares of Stock to be  acquired  pursuant  to the  exercise of an
               Option hereunder shall be acquired for investment, and not with a
               view to the  sale or  distribution  thereof.  Stock  certificates
               evidencing shares of Stock acquired under the Plan pursuant to an
               unregistered  transaction  shall bear the  following or a similar
               restrictive  legend as  required  or deemed  advisable  under the
               provisions of any applicable law:

                    "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
                    REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED
                    ("SECURITES  ACT").  ANY TRANSFER OF SUCH SECURITIES WILL BE
                    INVALID UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES
                    ACT IS IN EFFECT AS TO SUCH  TRANSFER  OR IN THE  OPINION OF
                    COUNSEL FOR THE ISSUER SUCH  REGISTRATION  IS UNNECESSARY IN
                    ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SECURITIES ACT."

          10.  Other Restrictions.  The shares of Stock acquired pursuant to the
               exercise of the Option are further subject to additional transfer
               restrictions  pursuant to amended  Section 8 of the Plan and to a
               right of first refusal  pursuant to Section 10 of the Plan. Stock
               certificates  evidencing  shares of Stock acquired under the Plan
               shall also bear the following or a similar restrictive legend:

                    "ANY   SALE,   ASSIGNMENT,   TRANSFER,   PLEDGE,   OR  OTHER
                    DISPOSITION  OF THE  SHARES  OF  STOCK  REPRESENTED  BY THIS
                    CERTIFICATE  IS RESTRICTED BY, AND SUJBECT TO, THE TERMS AND
                    PROVISIONS OF THE FIRST BANKING  CENTER,  INC 1994 INCENTIVE
                    STOCK PLAN,  (AS  AMENDED) A COPY OF WHICH IS ON FILE IN THE
                    OFFICE OF THE SECRETARY OF THE CORPORATION. BY ACCEPTANCE OF
                    THIS  CERTIFICATE,  THE HOLDER  HEREOF AGREES TO BE BOUND BY
                    THE TERMS OF THIS PLAN."

          11.  Shareholder  Approval.  The Plan was approved by the  affirmative
               vote of the holders of a majority  of the issued and  outstanding
               shares of stock of the  Corporation  at the annual meeting of the
               shareholders held on April 11, 1995 and amended with the required
               approval of the  shareholders at the annual meeting held on April
               20, 1999 and April 17th, 2001

          12.  Removal of Legends. If, in the opinion of the Corporation and its
               counsel,  any legend placed on a stock  certificate  representing
               shares of Stock  sold under the Plan is no longer  required,  the
               holder of such  certificate  shall be entitled  to exchange  such
               certificate  for a  certificate  representing  the same number of
               shares of Stock but lacking such legend.
13.  No Right to  Continued  Employment.  This grant  shall not confer
               upon the  Optionee  any right  with  respect  to  continuance  of
               employment by, or a position as a director of, the Corporation or
               any Subsidiary,  nor shall it interfere in any way with the right
               of his or her employer to terminate  such  employment or position
               at any time.

          14.  Miscellaneous.

               a)   Entire  Agreement.  This  Agreement  and the  Plan  together
                    constitute the entire  agreement  between the parties hereto
                    with respect to the subject  matter hereof and thereof,  and
                    there   have  been  and  are  no   restrictions,   promises,
                    agreements or covenants between the parties other than those
                    set forth or provided for herein.

               b)   Assignment. Except as specifically provided herein or in the
                    Plan,   neither  this  Agreement  nor  any  of  the  rights,
                    interests or obligations  contained herein shall be assigned
                    by either of the parties  hereto,  without the prior written
                    consent of the other  party,  and any  attempted  assignment
                    without  such  written  consent  shall  be null and void and
                    without  legal effect.  Subject to the  foregoing  sentence,
                    this Agreement  shall be binding upon and insure the benefit
                    of  the  respective   parties  hereto  and  their  permitted
                    successors and assigns.

                    c)   Amendment or Modification. No term or provision of this
                         Agreement  may be  amended,  modified  or  supplemented
                         orally,  but only by an instrument in writing signed by
                         the party against which or whom the  enforcement of the
                         amendment, modification or supplement is sought.

                    d)   Counterparts.  This Agreement may be executed in two or
                         more  counterparts,  each of which  shall be  deemed an
                         original,  but all of which together  shall  constitute
                         one and the same instrument.

                    e)   Governing Law. This Agreement  shall be governed by the
                         internal  laws  of the  State  of  Wisconsin  as to all
                         matters,  including  but  not  limited  to  matters  of
                         validity,   construction,   effect,   performance   and
                         remedies.

          15.  Change in Control

                    (a)  For purposes of this  Agreement,  a "Change in control"
                         shall mean and  include  any  transaction  or series of
                         transactions  pursuant  to which any person (as defined
                         in  Section  3 (a)  (9)  and  13(d)  of the  Securities
                         Exchange  Act of 1934  (the  "Exchange  Act")),  acting
                         directly  or   indirectly,   acquires  or  becomes  the
                         beneficial   owner   (as   defined   in  rule   13(d)-3
                         promulgated   pursuant   to  the   Exchange   Act)   of
                         twenty-five  percent  (25%) or more of the  outstanding
                         stock  or  substantially  all  of  the  assets  of  the
                         Corporation or any of its subsidiaries,  or pursuant to
                         which the corporation or any of its subsidiaries  shall
                         merge,  consolidate  or liquidate  with or into another
                         corporation  or business  entity.  For purposes of this
                         Section 15, a "Change in Control"  shall occur upon the
                         earlier  of i) the  execution  of any  legally  binding
                         agreement  or other  document of any nature  (including
                         without limitation a stock purchase  agreement,  merger
                         or consolidation agreement, plan of liquidation,  asset
                         purchase   agreement)   which   will   result  in  such
                         acquisition,   ownership,   merger,   consolidation  or
                         liquidation   or   (ii)   the   consummation   of   the
                         aforedescribed  events.  "Change in Control"  shall not
                         refer to or  include  any  transaction  involving  only
                         entities  controlled  directly  or  indirectly  by  the
                         Corporation.
(b)  Following  a change in  control,  the  Options  granted
                         pursuant to this  Agreement  shall  become  immediately
                         exercisable in full, to the extent that the Options had
                         not theretofore become exercisable, notwithstanding the
                         provisions of Section 3 or any other provisions of this
                         Agreement.

                                                      FIRST BANKING CENTER, INC.

                                                  By: __________________________
                                                                           Title

                                                Attest _________________________

     The undersigned  Optionee  hereby accepts the Option granted  hereunder and
designates  ______________________  as the beneficiary to whom the Option may be
transferred  in  the  event  of  my  death.  I  understand  that  the  foregoing
designation  may  be  revoked  by me in  writing  at any  time  and  that  if no
designation is in effect at the time of my death the Option shall be transferred
to my estate.

                                                     ---------------------------
                                                                        Optionee
EXHIBIT 5

                        OPINOIN OF DAVIS & KUELTHAU, S.C.
Milwaukee
   o
Madison
   o
Oshkosh
   o                                            111 E. Kilbourn Ave., Suite 1400
Green Bay                                               Milwaukee, WI 53202-6613
   o                                                   Direct Dial: 414-225-1409
Sheboygan                                               Direct Fax: 414-278-3609
   o                                                   Email: em@dkattorneys.com
Elm Grove

                                November 15, 2001

                                                                  EXHIBIT 5
Board of Directors
First Banking Center, Inc.
567 Broad Street
P. O. Box 970
Lake Geneva, WI 53147-0970

     Re: First Banking Center, Inc. - Registration Statement on Form S-8

Gentlemen:

     We have  acted as  counsel  to First  Banking  Center,  Inc.,  a  Wisconsin
corporation (the "Company"),  in connection with the preparation and filing with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration  Statement")
relating to the registration by the Company of an aggregate of 277,287 shares of
its  Common  Stock,  par  value  $1.00 per share  (the  "Shares"),  for its 1994
Incentive Stock Plan.

     As such  counsel,  we have  reviewed  the  original  or  copies of all such
records  of  the  Company  and  all  such  agreements,  certificates  of  public
officials,  certificates  of  officers  and  representatives  of the Company and
others, and such other documents,  papers,  statutes, and authorities as we have
deemed necessary to form the basis of the opinion hereinafter expressed. In such
examinations, we have assumed the genuineness of signatures, the authenticity of
all documents  submitted to us as originals and the conformity with originals of
all documents submitted to us as copies thereof. As to various questions of fact
material  to such  opinion,  we have  relied upon  statements  of  officers  and
representatives of the Company and others.

     Based upon the foregoing, and subject to the qualifications and limitations
set forth  herein,  we are of the  opinion  that (i) the  Shares  have been duly
authorized,  and (ii) when issued, delivered and paid for in accordance with the
applicable plan referred to in the  Registration  Statement,  the Shares will be
validly  issued,  fully paid and  nonassessable,  except to the extent that such
Shares  may be  subject  to Section  180.0622(2)(b)  of the  Wisconsin  Business
Corporation Law.

     We express no opinion with respect to laws other than those of the State of
Wisconsin and the federal laws of the United States of America, and we assume no
responsibility as to the applicability  thereto,  or the effect thereon,  of the
laws of any other jurisdiction.
Board of Directors
November 15, 2001
Page 2

     We hereby  consent to your  filing a copy of this  opinion as an exhibit to
the Registration Statement and to its use as part of the Registration Statement.

     We are  furnishing  this  opinion to the Company  solely for its benefit in
connection with the  Registration  Statement as described above. It is not to be
used,  circulated,  quoted or otherwise referred to for any other purpose. Other
than the Company, no one is entitled to rely on this opinion.

                                                     Very truly yours,

                                                     /s/ Davis & Kuelthau, s.c.
                                                     DAVIS & KUELTHAU, s.c.
EM/rb
EXHIBIT 23.2

                       CONSENT OF McGLADREY & PULLEN, LLP.
CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation by reference in the Registration  Statement
on Form S-8 filed by First Banking Center, Inc. pertaining to the 1994 Incentive
Stock Plan of our report dated March 12, 2001, on our audit of the  consolidated
balance sheets of First Banking Center, Inc. and Subsidiaries as of December 31,
2000, and the related consolidated  statements of income,  stockholders' equity,
and cash flows for the year ending  December  31,  2000,  included in the Annual
Report on Form 10-K for the year ended December 31, 2000.

/S/ McGLADREY & PULLEN, LLP
Madsion, Wisconsin
November 12, 2001
EXHIBIT 24

                               POWERS OF ATTORNEY
EXHIBIT 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.

                                                         /s/ Melvin W.Wendt
                                                         Melvin W. Wendt
                                                         Director
EXHIBIT 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.

                                                          /s/ John S. Smith
                                                          John S. Smith
                                                          Director
EXHIBIT 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.

                                                       /s/ Richard McKinney
                                                       Richard McKinney
                                                       Director
EXHIBIT 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.

                                                           /s/ Keith Blumer
                                                           Keith Blumer
                                                           Director
EXHIBIT 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.

                                                          /s/ David Boilini
                                                          David Boilini
                                                          Director
EXHIBIT 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.

                                                         /s/John M. Ernster
                                                         John  M. Ernster
                                                         Director
EXHIBIT 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.

                                                            /s/Robert Fait
                                                            Robert Fait
                                                            Director
EXHIBIT 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.

                                                     /s/ Daniel T. Jacobson
                                                     Daniel T. Jacobson
                                                     Director
EXHIBIT 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.

                                                       /s/Thomas Laken, Jr.
                                                       Thomas Laken, Jr.
                                                       Director
EXHIBIT 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.

                                                         /s/ James Schuster
                                                         James Schuster
                                                         Chief Financial Officer
EXHIBIT 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  Director  of First
Banking Center,  Inc., a Wisconsin  corporation  (the  "Corporation"),  which is
planning  to file with the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of the  Securities  Act of 1933 (the
"Act"), a Registration  Statement,  on Form S-8, for the registration under such
Act of common stock of the Corporation  issuable  pursuant to the  Corporation's
1994 Incentive Stock Plan, hereby constitutes and appoints Brantly Chappell, his
true and lawful  attorney-in-fact and agent, for him and in his name, place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorney-in-fact  and agent,  full power and authority to do and perform any and
all acts and things  requisite  and necessary to be done as he might or could do
in person,  and hereby  ratifying and confirming all that such  attorney-in-fact
and agent, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the undersigned has executed this Power of Attorney as
of the 12th day of November, 2001.

                                                  /s/ Charles R. Wellington
                                                  Charles R. Wellington
                                                  Director