FORM 10-Q
                 U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

               For the Quarterly period ended March 31, 2009

                                    OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934

      For the transition period from             to

                      Commission file number 0-18542
                  MID-WISCONSIN FINANCIAL SERVICES, INC.
          (Exact name of registrant as specified in its charter)

            WISCONSIN                                 06-1169935
(State or other jurisdiction of           (IRS Employer Identification No.)
incorporation or organization)

                           132 West State Street
                             Medford, WI  54451
             (Address of principal executive offices) (Zip Code)
      Registrant's telephone number, including area code:  715-748-8300

      Securities registered pursuant to Section 12(b) of the Act:  None
         Securities registered pursuant to Section 12(g) of the Act:

                       $.10 Par Value Common Stock
                            (Title of Class)

Indicate by check whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report), and (2) has been subject to such filing
requirements for the past 90 days.      Yes [X]   No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site.  If any, every interactive Date File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 month (or for such shorter period that the registrant was required
to submit and post such file).
                                        Yes [ ]   No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.  See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act.
     Large accelerated filer [ ]           Accelerated filer  [ ]
     Non-accelerated filer  [ ]            Smaller reporting company [X]
     (Do not check if a smaller
     reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).        Yes [ ]   No [X]

As of May 5, 2009 there were 1,645,985 shares of $0.10 par value common stock
outstanding.
<PAGE>

                    MID-WISCONSIN FINANCIAL SERVICES, INC.

                               TABLE OF CONTENTS

PART I    FINANCIAL INFORMATION                                           PAGE

          Item 1.   Financial Statements:

                    Consolidated Balance Sheets
                    March 31, 2009 and December 31, 2008                    3

                    Consolidated Statements of Income
                    Three Months Ended March 31, 2009 and 2008              4

                    Consolidated Statements of Changes in
                    Stockholders' Equity
                    Three Months Ended March 31, 2009                       5

                    Consolidated Statements of Cash Flows
                    Three Months Ended March 31, 2009 and 2008             5-6

                    Notes to Consolidated Financial Statements             7-12

          Item 2.   Management's Discussion and Analysis of
                    Financial Condition and Results of Operations         12-32

          Item 3.   Quantitative and Qualitative Disclosures
                    About Market Risk                                      32

          Item 4.   Controls and Procedures                                32

PART II   OTHER INFORMATION

          Item 1.   Legal Proceedings                                      32

          Item 1A.  Risk Factors                                           33

          Item 2.   Unregistered Sales of Equity Securities and
                    Use of Proceeds                                        33

          Item 3.   Defaults Upon Senior Securities                        33

          Item 4.   Submission of Matters to a Vote of Security Holders    33

          Item 5.   Other Information                                      33

          Item 6.   Exhibits                                               33

                    Signatures                                             34

                    Exhibit Index                                          35
<PAGE>



                        PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements:

<TABLE>
                      Mid-Wisconsin Financial Services, Inc.
                                and Subsidiary
                       Consolidated Balance Sheets ($000's)
<CAPTION>
                                                             March 31, 2009   December 31, 2008
                                                               (Unaudited)        (Audited)
<S>                                                             <C>               <C>
ASSETS
Cash and due from banks                                           $7,426            $9,605
Interest-bearing deposits in other financial institutions          5,131                20
Federal funds sold                                                19,983            22,300
Securities available for sale - at fair value                     84,891            81,038
Loans held for sale                                                2,337               484
Loans, net of unamortized fees                                   362,913           364,381
Less: Allowance for loan losses                                   (5,152)           (4,542)
Net loans                                                        357,761           359,839
Accrued interest receivable                                        2,325             1,986
Premises and equipment, net                                        8,762             8,965
Other investments - at cost                                        2,616             2,616
Other assets                                                       9,173             9,128
TOTAL ASSETS                                                    $500,405          $495,981
LIABILITIES AND STOCKHOLDERS' EQUITY
Noninterest-bearing deposits                                     $47,402           $55,694
Interest-bearing deposits                                        337,735           329,981
  Total deposits                                                 385,137           385,675
Short-term borrowings                                              8,881            11,311
Long-term borrowings                                              46,929            49,429
Subordinated debentures                                           10,310            10,310
Accrued interest payable                                           1,492             1,718
Accrued expenses and other liabilities                             1,388             1,733
Total liabilities                                                454,137           460,176
Stockholders' equity:
  Preferred stock - No par value per share:
Authorized - 50,000 shares
Issued and outstanding -
10,500 shares in 2009 and 0 shares in 2008                        10,010                 0
  Common stock-Par value $.10 per share:
Authorized - 6,000,000 shares
Issued and outstanding -
1,645,004 shares in 2009 and 1,643,985 shares in 2008                164               164
Additional paid-in capital                                        11,825            11,804
Retained earnings                                                 23,265            23,239
Accumulated other comprehensive gain                               1,004               598
Total stockholders' equity                                        46,268            35,805
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $500,405          $495,981
<FN>
The accompanying notes to the consolidated financial statements are an integral part of these
statements.
</TABLE>
<PAGE>

ITEM 1.  Financial Statements Continued:
<TABLE>
                         Mid-Wisconsin Financial Services, Inc.
                                   and Subsidiary
                        Consolidated Statements of Income ($000's)
                                     (Unaudited)
<CAPTION>
                                                            Three months ended   Three months ended
                                                              March 31, 2009       March 31, 2008
<S>                                                                <C>                  <C>
Interest and dividend income:
  Loans, including fees                                            $5,838               $6,711
  Securities:
     Taxable                                                          801                  775
     Tax-exempt                                                       135                  172
  Other                                                                48                   80
Total interest and dividend income                                  6,822                7,738
Interest expense:
  Deposits                                                          2,124                2,841
  Short-term borrowings                                                29                   61
  Long-term borrowings                                                482                  607
  Subordinated debentures                                             154                  154
Total interest expense                                              2,789                3,663
Net interest income                                                 4,033                4,075
Provision for loan losses                                             750                  930
Net interest income after provision for loan losses                 3,283                3,145
Noninterest income:
  Service fees                                                        302                  354
  Trust service fees                                                  234                  287
  Investment product commissions                                       54                   48
  Other operating income                                              305                  341
Total noninterest income                                              895                1,030
Noninterest expenses:
  Salaries and employee benefits                                    2,205                2,447
  Occupancy                                                           477                  521
  Data processing and information systems                             177                  185
  Operation of other real estate                                       77                   53
  Legal and professional                                              207                  183
  Other operating expenses                                            658                  681
Total noninterest expenses                                          3,801                4,070
Income before provision for income taxes                              377                  105
Provision (benefit) for income taxes                                  100                 (298)
Net income                                                           $277                 $403
Preferred stock dividends, discount accretion, and
premium amortization                                                   70                    0
Net income available to common stockholders                          $207                 $403
Earnings per common share:
  Basic                                                             $0.13                $0.25
  Diluted                                                           $0.13                $0.25
Cash dividends declared per common share                            $0.11                $0.22
<FN>
 The accompanying notes to the consolidated financial statements are an integral part of these
statements.
</TABLE>
<PAGE>

ITEM 1.  Financial Statements Continued:

<TABLE>
                                        Mid-Wisconsin Financial Services, Inc.
                                                  and Subsidiary
                                        Consolidated Statement of Changes in
                                              Stockholders' Equity
                                                  March 31, 2009
                                                    (Unaudited)
<CAPTION>
                                                                               Additional                  Other
                                            Preferred Stock      Common Stock    Paid-In     Retained   Comprehensive
(dollars in thousands)                     Shares    Amount     Shares  Amount   Capital     Earnings        Loss         Totals
<S>                                        <C>     <C>        <C>        <C>     <C>          <C>           <C>           <C>
Balance, December 31, 2008                      0      $-     1,643,985  $164    $11,804      $23,239         $598        $35,805
Comprehensive Income:
   Net Income                                                                                     277                         277
   Other comprehensive gain (loss)                                                                             406            406
      Total comprehensive income                                                                                              683
Issuance of preferred stock                10,000    9,442                                                                  9,442
Issuance of preferred stock warrants          500      558                                                                    558
Accretion of preferred stock discount                   11                                        (11)                          0
Amortization of warrant preferred stock
premium                                                 (1)                                         1                           0
Issuance of common stock:
Proceeds from stock purchase plans                                1,019               9                                         9
Cash dividends:
   Common stock, $.11 per share                                                                  (181)                       (181)
   Preferred stock                                                                                (60)                        (60)
Stock-based compensation                                                             12                                        12
Balance, March 31, 2009                    10,500  $10,010    1,645,004  $164   $11,825       $23,265       $1,004        $46,268
<FN>
The accompanying notes to the consolidated financial statements are an integral part of these statements.
</TABLE>

ITEM 1.  Financial Statements Continued:

<TABLE>
                    Mid-Wisconsin Financial Services, Inc.
                              and Subsidiary
                 Consolidated Statements of Cash Flows ($000's)
                               (Unaudited)
<CAPTION>
                                                        THREE MONTHS ENDED MARCH 31,
                                                             2009        2008
<S>                                                        <C>         <C>
Increase (decrease) in cash and due from banks:
  Cash flows from operating activities:
     Net income                                              $277        $403
     Adjustments to reconcile net income to net cash
     provided by operating activities:
        Provision for depreciation and net amortization       234         254
        Provision for loan losses                             750         930
        Loss on sale of foreclosed real estate                 10           0
        Stock-based compensation                               12          15
        Changes in operating assets and liabilities:
        Loans held for sale                                (1,853)        607
        Other assets                                         (484)         24
        Other liabilities                                    (632)     (1,085)
  Net cash provided by (used in) operating activities      (1,686)      1,148
</TABLE>
<PAGE>

<TABLE>
                    Mid-Wisconsin Financial Services, Inc.
                               and Subsidiary
                Consolidated Statements of Cash Flows ($000's)
                                (Unaudited)
<CAPTION>
                                                            Three months ended March 31,
                                                                 2009         2008
<S>                                                            <C>           <C>
  Cash flows from investing activities:
     Net increase in interest-bearing deposits
      in other financial institutions                          (5,111)            0
     Net (increase) decrease in federal funds sold              2,317        (2,190)
     Securities available for sale:
          Proceeds from maturities                              4,986         5,948
          Payment for purchases                                (8,199)       (4,704)
     Net decrease in loans                                        992           179
     Capital expenditures                                         (39)          (16)
     Proceeds from sale of other real estate                      200             0
  Net cash used in investing activities                        (4,854)         (783)
  Cash flows from financing activities:
     Net decrease in deposits                                    (538)       (7,518)
     Net decrease in short-term borrowings                     (2,429)       (4,653)
     Proceeds from issuance of long-term borrowings                 0         7,000
     Principal payments on long-term borrowings                (2,500)       (1,000)
     Proceeds from issuance of preferred stock                 10,000             0
     Issuance of common stock                                       9             9
     Cash dividends paid on common stock                         (181)         (361)
   Net cash provided by (used in) financing activities          4,361        (6,523)
Net decrease in cash and due from banks                        (2,179)       (6,158)
Cash and due from banks at beginning                            9,605        15,371
Cash and due from banks at end                                 $7,426        $9,213
  Supplemental cash flow information:                            2009          2008
     Cash paid during the year for:
          Interest                                             $3,016        $4,176
          Income taxes                                            $-            $-
  Noncash investing and financing activities:
          Loans transferred to other real estate                 $336           $-
          Loans charged-off                                      $166          $272
          Loans made in connection with the sale of
          other real estate                                       $-            $-
</TABLE>
<PAGE>

                      MID-WISCONSIN FINANCIAL SERVICES, INC.
                             and Subsidiary
                    Notes to Consolidated Financial Statements
                                ($000's)

Note 1 - General

In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments necessary to present fairly Mid-Wisconsin
Financial Services, Inc.'s and Subsidiary (the "Company") financial position,
results of its operations, changes in stockholders' equity and cash flows for
the periods presented, and all such adjustments are of a normal recurring
nature.  The consolidated financial positions include the accounts of all
subsidiaries.  All material intercompany transactions and balances are
eliminated.  The results of operations for the interim periods are not
necessarily indicative of the results to be expected for the entire year.

These interim consolidated financial statements have been prepared according to
the rules and regulations of the Securities and Exchange Commission and,
therefore, certain information and footnote disclosures normally presented in
accordance with generally accepted accounting principles have been omitted or
abbreviated.  The information contained in the consolidated financial
statements and footnotes in our Annual Report on Form 10-K, for the year ended
December 31, 2008, should be referred to in connection with the reading of
these unaudited interim financial statements.

In preparing the consolidated financial statements, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the balance sheet and revenues and expenses for
the periods presented.  Actual results could differ significantly from those
estimates.  Estimates that are susceptible to significant change include the
determination of the allowance for loan losses, the valuation of other real
estate and repossessed assets, and the valuations of investments.

Note 2 - Earnings Per Common Share

Basic earnings per common share are based upon the net income available to
common stockholders and the weighted average number of common shares
outstanding.  Diluted earnings per common share include the potential common
stock shares issued if outstanding stock options were exercised.

Presented below are the calculations for basic and diluted earnings per common
share:

<TABLE>
<CAPTION>
                                                Three Months Ended March 31,
                                                   2009              2008
                                           (In thousands, except per share data)
<S>                                               <C>               <C>
Net income                                         $277              $403
Preferred stock dividends                           (60)                0
Discount accretion                                  (11)                0
Premium amortization                                  1                 0
Net income available to common stockholders         207               403
Weighted average shares outstanding               1,643             1,642
Effect of dilutive stock options outstanding          0                 0
Diluted weighted average shares outstanding       1,643             1,642
Earnings per common share:
  Basic                                           $0.13             $0.25
  Diluted                                         $0.13             $0.25
</TABLE>
<PAGE>

Note 3 - Other Real Estate
(dollars in thousands)

 A summary of Other Real Estate ("ORE"), which is included in other assets, is
as follows:

<TABLE>
<CAPTION>
                                                        March 31,   December 31,
(dollars in thousands)                                    2009         2008
<S>                                                      <C>          <C>
Beginning Balance                                        $2,556       $2,352
Transfer of loans at net realizable value to ORE            336          895
Sales/lease proceeds, net                                  (200)        (407)
Net loss from sale of ORE                                   (10)         (11)
Provision charged to operations-net                           0         (273)
   Total Other Real Estate, net of valuation reserve     $2,682       $2,556
</TABLE>

Changes in the valuation reserve for losses on other real estate were as
follows:

<TABLE>
<CAPTION>
                                            March 31,         December 31,
(dollars in thousands)                         2009              2008
<S>                                           <C>               <C>
Beginning Balance                             $2,616            $2,343
Provision charged to operations-gross              0               273
Amounts related to ORE disposed of              (110)                0
Balance at end of period                      $2,506            $2,616
</TABLE>

In 2007, the collateral and properties which secured loans to a former car
dealership and its owners ("Impaired Borrowers") were surrendered to Mid-
Wisconsin Bank ("Bank").  The properties of the Impaired Borrower are the
largest assets in ORE for each of the period shown above.  The amounts
remaining as nonperforming assets, included in ORE or nonaccrual loans related
to the Impaired Borrower totaled $2,324 and $2,514 at March 31, 2009 and
December 31, 2008, respectively.

Note 4 - Fair Value Accounting
(dollars in thousands)

The Company adopted SFAS No. 157, Fair Value Measurements effective January 1,
2008.  SFAS 157 defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value.  We measure or monitor
selected assets on a fair value basis. Fair value is used on a recurring basis
for certain assets, such as securities available for sale and loans held for
sale, in which fair value is the primary basis of accounting. This statement
describes three levels of inputs that may be used to measure fair value (the
fair value hierarchy).  The level of an asset or liability within the fair
value hierarchy is based on the lowest level of input significant to the fair
value measurement of that asset or liability.

Following is a brief description of each level of the fair value hierarchy:

   Level 1 - Fair value measurement is based on quoted prices for identical
           assets or liabilities in active markets.

   Level 2 - Fair value measurement is based on 1) quoted prices for similar
           assets or liabilities in active markets; 2) quoted prices for
           identical or similar assets or liabilities in markets that are not
           active; or 3) valuation models and methodologies for which all
           significant assumptions are or can be corroborated by observable
           market data.
<PAGE>

   Level 3 - Fair value measurement is based on valuation models and
           methodologies that incorporate at least one significant assumption
           that cannot be corroborated by observable market data.  Level 3
           measurements reflect the Company's estimate about assumptions market
           participants would use in measuring fair value of the asset or
           liability.

Some assets and liabilities, such as securities available for sale and impaired
loans, are measured at fair values on a recurring basis under accounting
principles generally accepted in the United States.  Other assets and
liabilities, such as loans held for sale and other real estate, are measured at
fair values on a nonrecurring basis.

Following is a description of the valuation methodology used for each asset and
liability measured at fair value on a recurring or nonrecurring basis, as well
as the classification of the asset or liability within the fair value
hierarchy.

Securities available for sale - Securities available for sale may be classified
as Level 1, Level 2, or Level 3 measurements within the fair value hierarchy.
Level 1 securities include equity securities traded on a national exchange.
The fair value measurement of a Level 1 security is based on the quoted price
of the security.  Level 2 securities include U.S. government and agency
securities, obligations of states and political subdivisions, corporate debt
securities, and mortgage related securities.  The fair value measurement of a
Level 2 security is obtained from an independent pricing service and is based
on recent sales of similar securities and other observable market data.  Level
3 securities include trust preferred securities that are not traded in a
market.  The fair value measurement of a Level 3 security is based on a
discounted cash flow model that incorporates assumptions market participants
would use to measure the fair value of the security.

Loans held for sale - Loans held for sale in the secondary market are carried
at the lower of aggregate cost or estimated fair value.  The fair value
measurement of a loan held for sale is based on current secondary market prices
for similar loans, which is considered a Level 2 measurement.

Loans - Loans are not measured at fair value on a recurring basis.  However,
loans considered to be impaired are measured at fair value on a nonrecurring
basis.  The fair value measurement of an impaired loan that is collateral
dependent is based on the fair value of the underlying collateral.  All other
impaired loan fair value measurements are based on the present value of
expected future cash flows discounted at the applicable effective interest
rate.  Fair value measurements of underlying collateral that utilize observable
market data such as independent appraisals reflecting recent comparable sales
are considered Level 2 measurements.  Other fair value measurements that
incorporate estimated assumptions market participants would use to measure fair
value, such as discounted cash flow measurements, are considered Level 3
measurements.

Other real estate - Other real estate is recorded at the lower of the recorded
investment in the loan at the time of acquisition or the fair value of the
underlying property collateral, less estimated selling costs.  The fair value
measurement of other real estate is based on observable market data such as
independent appraisals, tax bills or comparable sales, which are considered a
Level 2 measurement.

Information regarding the fair value of assets measured at fair value on a
recurring basis as of March 31, 2009 follows.
<PAGE>

Assets and Liabilities Measured on a Recurring Basis

<TABLE>
<CAPTION>
                                          Fair Value Measurements Using
(dollars in thousands)           March 31, 2009    Level 1     Level 2     Level 3
<S>                                  <C>              <C>      <C>         <C>
Securities available for sale        $84,891          $-       $82,202      $2,689
Impaired loans                       $11,330          $-          $-       $11,330
</TABLE>

The table below presents a rollforward of the balance sheet amounts for the
three months ended March 31, 2009, for the financial instruments measured on a
recurring basis and classified within Level 3 of the fair value hierarchy.

<TABLE>
<CAPTION>
(dollars in thousands)                           Securities        Impaired Loans
<S>                                                 <C>                <C>
Balance, December 31, 2008                          $1,952              $6,276

Total gains or losses (realized/unrealized)
     Included in earnings                                0                (838)
     Included in other comprehensive income              0                   0

Purchases, issuances and settlements                     0                (210)

Transfers in and/or out of Level 3                     737               6,102

Balance, March 31, 2009                             $2,689             $11,330
</TABLE>

For purposes of impairment testing, nonaccrual loans greater than an
established threshold are individually evaluated for impairment. Substantially
all of these loans are collateral dependent. A valuation allowance is recorded
for the excess of the loan's recorded investment over the fair value of the
collateral less selling costs. This valuation allowance is a component of the
allowance for loan losses. The fair value is determined based on third-party
appraisals, tax bills, sales of similar properties less estimated selling costs
and other factors including estimated holding periods if foreclosure occurs.
The carrying value of the impaired loans that were substantially collateral-
dependent was $12,935 with a valuation allowance of $1,605 at March 31, 2009.

Assets and Liabilities Measured on a Nonrecurring Basis

<TABLE>
<CAPTION>
                                     Fair Value Measurements Using
(dollars in thousands)    March 31, 2009    Level 1     Level 2     Level 3
<S>                            <C>                       <C>
Loans held for sale            $2,337                    $2,337
Other real estate              $2,682                    $2,682
</TABLE>

The fair value of loans held for sale is based on observable current price in
the secondary market in which loans trade. All loans held for sale are
categorized based on commitments received from secondary sources that the loans
qualify for placement at the time of underwriting and at an agreed upon price.
A gain or loss is recognized at the time of sale reflecting the present value
of the difference between the contractual interest rate of the loan and the
yield to investors.

The fair value of other real estate is based on observable market data such as
independent appraisals or comparable sales.  Any write-down in the carrying
value of a property at the time of acquisition is charged to the allowance for
loan losses.  Any subsequent write-downs to reflect current fair market value,
as well as gains and losses on disposition are treated as period costs.
<PAGE>

Note 5- Other Than Temporary Impaired Securities

We continue to monitor our exposure to other-than-temporary impairment that may
result due to adverse economic conditions currently being experienced.  Based
on our evaluation, the Company does not believe any individual unrealized loss
at March 31, 2009 represents an other-than-temporary impairment as these
unrealized losses are primarily attributable to changes in interest rates and
the current volatile market conditions, and not credit deterioration.  Included
in the investment portfolio are two non-agency mortgage-backed securities that
were evaluated during the first quarter 2009 for other than temporary
impairment (OTTI) and verified by an independent third party firm. There is
currently no active secondary market for these two securities and there can be
no assurance that any secondary market for the securities will develop.

<TABLE>
<CAPTION>
(dollars in thousands)
            Moody's                             Value at March 31, 2009,
            Rating      Collateral              Book Value   Fair Value
<S>           <C>       <C>                        <C>          <C>
Security 1    BA3       Manufactured housing       $424         $274
Security 2    AAA       Whole loans                $609         $463
</TABLE>

The calculations used to determine fair value are based on the attributes of
the mortgage backed securities, the attributes of the mortgages underlying the
securities, and market based-assumptions.  Based on the analysis, the Company
does not believe that either of these securities have OTTI as of March 31,
2009.   The Company currently has both the intent and ability to hold the
securities contained in the previous table for a time necessary to recover the
amortized cost.

Note 6- Stockholders' Equity

The Company's Articles of Incorporation, as approved and amended at a
shareholder meeting on January 22, 2009, authorized the issuance of 50,000
shares of no par value preferred stock.  In February 2009, under the TARP
Capital Purchase Program ("TARP Plan"), the Company issued 10,000 shares of
preferred stock (with a liquidation preference of $1,000 per share) and 500
warrants to purchase Warrant Preferred Stock, which were exercised immediately
by the United State Department of the Treasury ("Treasury").  Amounts recorded
for Preferred Stock and Warrant Preferred Stock were estimated based on an
allocation of the total proceeds from the issuance on the relative fair values
of both instruments.  Fair value of the Preferred Stock was determined based on
assumptions regarding the discount rate (market rate) on the Preferred Stock
(estimated 12%).  Fair value of the Warrant Preferred Stock is based on the
value of the underlying Preferred Stock based on the Treasury's intent to
immediately exercise the warrants.  The allocation of the proceeds received
resulted in the recording of a discount on the Preferred Stock and a premium on
the Warrant Preferred Stock, which will be amortized on an effective yield
basis over a five-year term.  The allocated carrying value of the Preferred
Stock and Warrant Preferred Stock on the date of issuance (based on their
relative fair values) was $9,442 and $558, respectively.  Cumulative dividends
on the Preferred Stock are payable at 5% per annum for the first five years and
at a rate of 9% per annum thereafter on the liquidation preference of $1,000
per share.  The Company is prohibited from paying any dividend with respect to
shares of common stock unless all accrued and unpaid dividends are paid in full
on the Preferred Stock for all past dividend periods.  The Preferred Stock in
non-voting, other than class voting rights on matters that could adversely
affect the Preferred Stock.  The Preferred Stock may be redeemed at any time
with regulatory approval.  The Treasury may also transfer the Preferred Stock
to a third party at any time.  All $10,000 of Preferred Stock and the Preferred
Stock Warrants under the TARP Plan will qualify as Tier 1 Capital for
regulatory purposes at the holding company.
<PAGE>

Note 7- Accounting Pronouncements

In February 2008, the Financial Accounting Standards Board ("FASB") issued FASB
Staff Positions ("FSP") No. FAS 157-2, "Effective -Date of FASB Statement No.
157," ("FSP157-2").  FSP 157-2 delays the effective date of FASB Statement No.
157, "Fair Value Measurements," ("SFAS 157") for all nonfinancial assets and
liabilities to fiscal years beginning after November 15, 2008.  The Company
adopted FSP 157-2 at the beginning of 2009, as required, with no material
impact on its results of operations, financial position and liquidity.

In April 2009, FASB issued FSP No. 115-2, Recognition and Presentation of
Other-Than-Temporary-Impairment. This statement changes how entities will
evaluate whether a debt or equity security is other than temporary impaired.
This pronouncement is effective for interim and annual reporting periods ending
after June 15, 2009, with early adoption permitted for periods ending after
March 15, 2009 and at this time.  We did not elect early adoption of SFAS No.
115-2. We believe the adoption of this statement will not have a significant
impact on our financial statements.

In April 2009, the FASB issued FSP 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability has Significantly
Decreased and Identifying Transactions that are Not Orderly. This pronouncement
provides additional guidance for estimating fair value in accordance with FASB
Statement No. 157, Fair Value Measurements, when the volume and level of
activity for the asset or liability have significantly decreased.  This FSP
also includes guidance on identifying circumstances that indicate a transaction
is not orderly.  We believe the adoption of this statement will not have a
significant impact on our financial statements.  This pronouncement is
effective for interim and annual reporting periods ending after June 15, 2009.

In April 2009, the FASB issued FSP 107-1, Interim Disclosures About Fair Value
of Financial Instruments.  This statement amends FASB Statement No. 107,
Disclosures about Fair Value of Financial Instruments, to require disclosures
about fair value of financial instruments for interim reporting periods of
publicly traded companies as well as in annual statements.  We believe the
adoption of this statement will not have a significant impact on our financial
statements.  This pronouncement is effective for interim and annual reporting
periods ending after June 15, 2009.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATION

We are a full-service financial services company, providing a wide variety of
loan, deposit and other banking products and services to our business,
individual, and municipal customers, as well as a full range of wealth
management and cash management services.  We operate as a one bank holding
company and own Mid-Wisconsin Bank ("Bank"), chartered as a state bank in
Wisconsin.

The following discussion and analysis is presented to assist in the
understanding and evaluation of our consolidated financial condition and
results of operations for the three months ended March 31, 2009 and 2008.  It
is intended to supplement the unaudited financial statements, footnotes, and
supplemental financial data appearing elsewhere in this Form 10-Q and should be
read in conjunction therewith.  Quarterly comparisons reflect continued
consistency of operations and do not reflect any significant trends or events
other than those noted in the comments.
<PAGE>

Special Note Regarding Forward-Looking Statements

Statements made in this document and in documents that are incorporated by
reference which are not purely historical are forward-looking statements, as
defined in the Private Securities Litigation Reform Act of 1995, including any
statements regarding descriptions of management's plans, objectives, or goals
for future operations, products or services, and forecasts of its revenues,
earnings, or other measures of performance. Forward-looking statements are
based on current management expectations and, by their nature, are subject to
risks and uncertainties. These statements may be identified by the use of words
such as "believe," "expect," "anticipate," "plan," "estimate," "should,"
"will," "intend," or similar expressions. Shareholders should note that many
factors, some of which are discussed elsewhere in this document and in the
documents that are incorporated by reference, could affect the future financial
results of the Company and could cause those results to differ materially from
those expressed in forward-looking statements contained or incorporated by
reference in this document. These factors, many of which are beyond the
Company's control, include the following:

   o  operating, legal and regulatory risks;
   o  economic, political and competitive forces affecting our banking and
      wealth management businesses;
   o  impact on net interest income from changes in monetary policy and
      general economic conditions;
   o  the risk that our analyses of these risks and forces could be incorrect
      and/or that the strategies developed to address them could be
      unsuccessful;
   o  other factors discussed under Item 1A, "Risk Factors" in the 2008 Annual
      Report of Form 10-K and elsewhere herein, and from time to time in our
      other filings with the Securities and Exchange Commission after the date
      of this report.

These factors should be considered in evaluating the forward-looking
statements, and you should not place undue reliance on such statements. We
specifically disclaim any obligation to update factors or to publicly announce
the results of revisions to any of the forward-looking statements or comments
included herein to reflect future events or developments.

 Critical Accounting Policy

Our consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America and
follow general practices within the industry in which it operates.  This
preparation requires management to make estimates, assumptions and judgments
that affect the amounts reported in the consolidated financial statements and
accompanying notes.  These estimates, assumptions and judgments are based on
information available as of the date of the financial statements; accordingly,
as this information changes, actual results could differ from the estimates,
assumptions and judgments reflected in the financial statements.  Certain
policies inherently have a greater reliance on the use of estimates,
assumptions and judgments and, as such, have a greater possibility of producing
results that could be materially different than originally reported.  We
believe the following policies are important to the portrayal of our financial
condition and require subjective or complex judgments, and therefore, are
critical accounting policies.

SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities,
requires that available-for-sale securities be carried at fair value. We
utilize a third-party vendor to assist in the determination of fair values.
Adjustments to the available-for-sale securities impact our financial condition
by increasing or decreasing assets and stockholders' equity, and possibly net
income.
<PAGE>

Declines in the fair value of available-for-sale securities below their cost
that are deemed to be other than temporarily impaired are reflected in earnings
as realized losses. In estimating other-than-temporary losses, we consider many
factors which include: (1) the length of time and the extent to which fair
value has been less than cost, (2) the financial condition and near-term
prospects of the issuer, and (3) the intent and ability of our financial
position to retain the investment in the issuer for a period of time sufficient
to allow for any anticipated recovery in fair value. If a security has been
impaired, and the impairment is deemed other-than-temporary and material, a
write-down will occur in that quarter.  If a loss is deemed to be other-than-
temporary, it is recognized as a realized loss in the financial statements of
income with the security assigned a new cost basis.

We consider the accounting policy relating to the allowance for loan losses to
be a critical accounting policy because of the uncertainty and subjectivity
inherent in estimating the levels of allowance needed to cover credit losses
within the loan portfolio and the material effect that these estimates can have
on our results of operations.  The components of the allowance represent
estimation pursuant to either SFAS No. 5, Accounting for Contingencies, or SFAS
114, Accounting by Creditors for Impairment of a Loan. At least quarterly, we
review the assumptions and formulas by which additions are made to the specific
and general allowance for loan losses in an effort to refine such allowance in
light of the current status of the factors involved in the calculation. The
total loan portfolio is thoroughly reviewed at least quarterly for satisfactory
levels of general and specific reserves together with impaired loans to
determine if write-downs are necessary. While our evaluation of the allowance
for loan losses at March 31, 2009 considers the allowance to be adequate, under
adversely different conditions or assumptions, we would need to increase the
allowance by an amount that cannot be reasonably estimated at this time.

We also consider the accounting policy for other real estate to be a critical
accounting policy because of the uncertainty in the timing of the sale of the
asset, and ultimate selling price of the foreclosed properties. The fair value
is based on appraised or estimated values obtained less estimated costs to
sell, and adjusted based on highest and best use of the properties, or other
changes. There are uncertainties as to the price we ultimately may accept on
the sale of the properties, including the holding costs of properties for
expenses such as utilities, real estate taxes, and other ongoing expenses and
the amount of time before the properties are sold. Such uncertainties may
affect future earnings.

The assessment of tax assets and liabilities involves the use of estimates,
assumptions, interpretations, and judgment concerning certain accounting
pronouncements and federal and state tax codes. There can be no assurance that
future events, such as court decisions or positions of federal and state taxing
authorities, will not differ from management's current assessment, the impact
of which could be significant to the consolidated results of operations and
reported earnings. The Corporation believes the tax assets and liabilities are
adequate and properly recorded in the consolidated financial statements.

Results of Operations

We reported net income available to common stockholders of $207, or $.13 per
common share, for the quarter ended March 31, 2009.  Net income for the fourth
quarter 2008 was $48, or $.03 per share compared to net income of $403, or $.25
per share, for the first quarter of 2008.  The first quarter 2008 net income
included a $243 tax benefit relating to a favorable Tax Court ruling which
resulted in refunds of previously paid federal income taxes for the periods
1999 to 2002.  Excluding the tax benefit, net income for the first quarter 2008
would have been $160.

The first quarter of 2009 continued to be challenging as financial institutions
continued to feel the impact of the negative business cycle. We will be
challenged throughout the year with deteriorating credit quality, foreclosures
and related sales, refinancing activities, decreased loan demand, maintaining
and improving the net interest margin, and decreasing non-interest income.  Key
factors affecting current quarter results were:
<PAGE>

   o  2009 operating results continue to be impacted by the level of the
      provision for loan losses.  The provision for loan losses was $750 at
      March 31, 2009 compared to $930 at March 31, 2008.  Nonperforming loans
      were $11,577 at March 31, 2009, up $3,400 from the same period one year
      ago primarily due to the increase in nonaccrual loans.  Nonaccrual loans
      were $11,373 at March 31, 2009 as compared to $8,949 at December 31,
      2008. At March 31, 2009 and December 31, 2008 the allowance for loan loss
      was 1.42% and 1.25% of total loans, respectively.  Net-charge-offs during
      the first quarter 2009 were $140, down $98 from the same period last
      year.

   o  The net interest margin for the first three months of 2009 was 3.56%,
      19 basis points lower than 3.75% for the same period in 2008.  The
      decrease was mainly attributable to a greater decline in interest income
      versus the decline in interest expense resulting primarily from
      reductions in the first quarter of 2009 in the federal funds rate, the
      Prime Rate and short-term LIBOR rates, which are used to reset interest
      rates on variable rate loans.

   o  Net interest income on a tax equivalent basis for the three months
      ended March 31, 2009, was $4,114, a decrease of $56 versus the comparable
      period last year.  The impact of changes in the interest rate environment
      and product pricing decreased taxable equivalent net interest income
      $240. The interest rate variance was partially offset by favorable volume
      variances, as changes in the balances and mix of earning assets and
      interest-bearing liabilities added $184 to taxable equivalent net
      interest income.

   o  Loans of $362,913 at March 31, 2009, decreased $1,468 from December 31,
      2008.  Commercial loan demand fell off across all of our markets during
      2008 and little improvement is expected in 2009.  Our mortgage loan
      origination unit closed approximately $12,000 of residential real estate
      loans during the first quarter 2009 which were primarily sold in the
      secondary market, up $5,000 from the first quarter 2008.  The outlook for
      the second quarter mortgage production remains strong with current locked
      mortgage commitments of approximately $10,000 at March 31, 2009.
      Competition among local and regional banks for credit worthy borrowers
      and core deposit customers remains high.  Our primary focus for 2009, as
      it was for 2008, is to improve the asset quality of our loan portfolio.

   o  Deposits were $385,137 at March 31, 2009, down $538 from year-end 2008.
      Due to the soft loan demand in 2009 and sale of preferred stock, we had
      excessive liquidity on the balance sheet.  We were selling $19,983 of
      federal funds at March 31, 2009.

   o  Noninterest income for the first three months of 2009 was $895, down
      $135 from the first three months of 2008.  The decrease was attributable
      to decreased revenue from service fees, trust service fees, and other
      operating income, which was partially offset by increased mortgage
      banking income and investment product commissions generated by our Wealth
      Management Services Group.

   o  Noninterest expense was $3,801 for the first three months of 2009,
      down $269 over the first three months of 2008, despite a $140 increase in
      FDIC assessment expense.  Salaries and employee benefits decreased $242
      between the comparable three month periods, while all remaining expense
      categories on a combined basis were down $27.
<PAGE>

   o  Stockholders' equity at March 31, 2009 was $46,268 compared to
      $35,805 at December 31, 2008.  On February 20, 2009, as part of the TARP
      Plan, we issued 10,000 shares of the Company's no par value Preferred
      Stock and 500 warrants to purchase Warrant Preferred Stock, which were
      exercised immediately by the Treasury, for total proceeds of $10,000.

The following Table 1 presents quarterly summary results of operations.
<PAGE>

<TABLE>
Table 1: Summary Results of Operations
(dollars in thousands, except per share data)
<CAPTION>
                                                 March 31,     December 31,     September 30,     June 30,     March 31,
                                                   2009            2008              2008           2008         2008
<S>                                             <C>             <C>               <C>            <C>          <C>
Results of operations:
Interest income                                   $6,822          $7,159            $7,356         $7,479       $7,738
Interest expense                                   2,789           3,112             3,218          3,304        3,663
Net interest income                                4,033           4,047             4,138          4,175        4,075
Provision for loan losses                            750             935               630            705          930
Net interest income after provision for loan
losses                                             3,283           3,112             3,508          3,470        3,145
Non-interest income                                  895             937             1,001          1,058        1,030
Non-interest expenses                              3,801           3,942             4,160          3,838        4,070
Income before provision for income taxes             377             107               349            690          105
Provision (benefit) for income taxes                 100              59                58            190         (298)
Net income                                          $277             $48              $291           $500         $403
Preferred stock dividends, discount accretion,
and premium amortization                              70               0                 0              0            0
Net income available to common stockholders         $207             $48              $291           $500         $403
Return on average assets                            0.17%           0.04%             0.24%          0.42%        0.34%
Return on average equity                            2.08%           0.54%             3.28%          5.70%        4.61%
Return on average common equity                     2.33%           0.54%             3.28%          5.70%        4.61%
Equity to average assets                            8.21%           7.35%             7.35%          7.43%        7.44%
Common equity to average assets                     7.31%           7.35%             7.35%          7.43%        7.44%
Net interest margin (1)                             3.56%           3.59%             3.69%          3.81%        3.75%
Average Balance Sheet
Loans net of unearned income                    $364,795        $363,129          $365,879       $362,082     $356,388
Assets                                           492,333         481,705           479,973        475,203      472,601
Deposits                                         381,375         369,248           367,905        362,060      359,542
Short-term borrowings                              9,702          11,970            10,957         11,288       12,324
Long-term borrowings                              57,822          51,298            52,429         52,429       51,341
Stockholders' equity                              40,417          35,429            35,274         35,305       35,140
Ending Balance Sheet
Loans net of unearned income                    $362,913        $364,381          $362,445       $364,926     $357,572
Assets                                           500,405         495,981           474,699        481,785      474,277
Deposits                                         385,137         385,675           364,247        370,356      361,961
Stockholders' equity                              46,268          35,805            35,558         34,921       35,745
Financial Condition Analysis
Total risk-based capital                           15.96%          13.33%            13.48%         13.34%       13.54%
Net charge-offs to average loans                    0.04%           0.44%             0.12%          0.16%        0.07%
Nonperforming loans to gross loans                  3.19%           2.62%             2.58%          2.29%        2.29%
Efficiency ratio (1)                               75.88%          77.92%            79.62%         72.18%       78.26%
Net interest income to average assets (1)           0.84%           0.86%             0.88%          0.90%        0.88%
Non-interest income to average assets               0.18%           0.19%             0.21%          0.22%        0.22%
Non-interest expenses to average assets             0.77%           0.82%             0.87%          0.81%        0.86%
Stockholders' Data
Diluted earnings per common share                  $0.13           $0.03             $0.18          $0.30        $0.25
Book value per common share                       $22.04          $21.78            $21.64         $21.26       $21.77
Dividends per common share                         $0.11           $0.11             $0.11          $0.11        $0.22
Dividend payout ratio                               87.4%          377.1%             62.2%          36.2%        89.6%
Average common shares outstanding-basic            1,643           1,643             1,643          1,642        1,642
Average common shares outstanding-diluted          1,643           1,643             1,643          1,643        1,642
Stock Price Information (2)
High                                              $12.80          $18.00            $21.00         $23.50       $24.00
Low                                                 7.55           12.25             18.00          20.67        18.05
Market price at quarter end                         8.50           12.25             18.00          21.00        23.50
<FN>
(1)  Fully taxable-equivalent basis, assuming a Federal tax rate of 34% and excluding disallowed interest expense.
(2) Bid price
</TABLE>
<PAGE>

Net Interest Income

Net interest income on a tax equivalent basis for the three months ended March
31, 2009, was $4,114, a decrease of $56 versus the comparable period last year.
As indicated in Table 2 and 3, the decrease in taxable equivalent net interest
income was attributable to rate variances. The impact of changes in the
interest rate environment and product pricing decreased taxable equivalent net
interest income $240. The rate variance was partially offset by favorable
volume variances, as changes in the balances and mix of earning assets and
interest-bearing liabilities added $184 to taxable equivalent net interest
income.

The net interest margin for the first three months of 2009 was 3.56%, 19 basis
points lower than 3.75% for the same period in 2008.  The reduction in rates
earned on assets decreased faster than the rates paid on liabilities, thereby
reducing the rate spread and net interest margin percentage.  The yield on
earning assets was 5.98% for the first three months of 2009, 107 basis points
lower than the comparable period last year, attributable principally to loan
yields (down 108 basis points, to 6.51%) and short-term investments (down 229
basis points, to .83%) as the yield on securities minimally changed (down 5
basis points to 5.09%).  Loan yields were impacted by higher levels of
nonaccrual loans and decrease in yields on the loan portfolio given the
repricing of adjustable rate loans and competitive pricing pressures in the
declining rate environment.  Short-term investments were affected by the
increase in the average balance of short-term investments between quarters (up
$13.1million) coupled with the year-over-year rate decrease in federal funds
sold (down 252 basis points to .25%).

The rate on interest-bearing liabilities of 2.84% for the first three months of
2009 was 94 basis points lower than the same period in 2008.  Rates on
interest-bearing deposits were down 102 basis points to 2.60% and the cost of
other borrowings experienced a decrease of 60 basis points, to 3.62%.  The cost
of short-term borrowings was down 79 basis points, while the cost of long-term
borrowings declined 64 basis points to 4.11%.

We expect downward pressure on the net interest margin for the remainder of
2009, given the current interest rate environment and competitive challenges.
<PAGE>

<TABLE>
Table 2:  Quarterly Net Interest Income Analysis - Taxable Equivalent Basis
(dollars in thousands)
<CAPTION>
                                           Three months ended March 31, 2009         Three months ended March 31, 2008
                                          Average      Interest       Average       Average      Interest       Average
                                          Balance   Income/Expense   Yield/Rate     Balance   Income/Expense   Yield/Rate
<S>                                      <C>             <C>            <C>        <C>              <C>           <C>
ASSETS
Earning Assets
Loans (1) (2) (3)                        $364,795        $5,853         6.51%      $356,388         $6,726        7.59%
Investment securities:
  Taxable                                  67,015           801         4.85%        64,012            775        4.87%
  Tax-exempt (2)                           12,886           201         6.33%        16,372            252        6.20%
Other interest-earning assets              23,418            48         0.83%        10,352             80        3.12%
Total earning assets                     $468,114        $6,903         5.98%      $447,124         $7,833        7.05%

Cash and due from banks                    $7,713                                    $7,790
Other assets                               21,381                                    22,020
Allowance for loan losses                  (4,874)                                   (4,333)
Total assets                             $492,333                                  $472,601

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
  Interest-bearing demand                 $33,074           $54         0.66%       $29,198            $79        1.09%
  Savings deposits                        106,170           403         1.54%       101,268            598        2.38%
  Time deposits                           192,040         1,667         3.52%       185,506          2,164        4.69%
Short-term borrowings                       9,702            29         1.21%        12,324             61        2.00%
Long-term borrowings                       47,512           482         4.11%        51,341            607        4.75%
Subordinated debentures                    10,310           154         5.98%        10,310            154        5.98%
Total interest-bearing liabilities       $398,808        $2,789         2.84%      $389,947         $3,663        3.78%

Demand deposits                            50,090                                    43,570
Other liabilities                           3,018                                     3,944
Stockholders' equity                       40,417                                    35,140
Total liabilities and stockholders'
equity                                   $492,333                                  $472,601

Net interest income and rate spread                      $4,114         3.14%                       $4,170        3.27%
Net interest margin                                                     3.56%                                     3.75%
<FN>
(1)  Non-accrual loans are included in the daily average loan balances outstanding.
(2)  The yield on tax-exempt loans and investments is computed on a tax-equivalent basis using a Federal tax rate of 34%
     and excluding disallowed interest expense.
(3)  Interest income includes loan fees of $110 in 2009 and $130 in 2008.
</TABLE>
<PAGE>

<TABLE>
Table 3:  Volume/Rate Variance - Taxable Equivalent Basis
(dollars in thousands)
<CAPTION>
                                          2009 vs. 2008
                                              Due to
                                    Volume      Rate       Net
<S>                                  <C>      <C>        <C>
  Loans                              $157     ($1,030)   $(873)
  Taxable investments                  36         (10)      26
  Nontaxable investments              (53)          2      (51)
  Other interest income               101        (133)     (32)
Total interest-earning assets         241      (1,171)    (930)

  Interest-bearing demand              10         (35)     (25)
  Savings deposits                     29        (224)    (195)
  Time deposits                        76        (573)    (497)
  Short-term borrowings               (13)        (19)     (32)
  Long-term borrowings                (45)        (80)    (125)
  Subordinated debentures               0           0        0
Total interest-bearing liabilities     57        (931)    (874)

Net Interest Income                  $184       ($240)    ($56)
</TABLE>

Provision for Loan Losses

The provision for loan losses is a function of the methodology and other
qualitative and quantitative factors used to determine the periodic cost of
providing an allowance for probable incurred losses.  The allowance consists of
specific and general components.  The specific components relate to loans that
are individually classified as impaired or loans otherwise classified as
substandard or doubtful.  The general component covers non-classified loans and
is based on historical loss experience adjusted for current factors.  The
current factors include changes in the composition of the loan portfolio,
expansion into new markets or products, delinquencies, loan quality of the
portfolio, collateral values and various economic factors such as state
unemployment rates.

We believe that the current provision conforms to our allowance for loan loss
policy and is adequate in view of the present condition of the loan portfolio.
However, should a decline in the quality of the loan portfolio or significant
charge-offs against the allowance occur, higher provisions will need to be made
in the future.  The provision for loan losses for the first three months of
2009 was $750 compared to $930 in the related 2008 period.  At March 31, 2009
and December 31, 2008 the allowance for loan loss was 1.42% and 1.25% of total
loans, respectively.

Given the recent market conditions, 2008 and first quarter 2009 continued to
present unique asset quality issues for the banking industry (including the
continued effects of weakening economic conditions; softening commercial and
residential real estate markets; and waning consumer confidence) and for our
earnings (including elevated net charge offs and higher nonperforming loan
levels).  Based on these current market conditions and our continuous
monitoring of specific individual nonperforming and potential problem loans, we
anticipate that net charge offs and provision for loan losses will remain
elevated for the remainder of 2009.  We cannot predict the duration of asset
quality stress for 2009, given uncertainty as to the magnitude and scope of
economic weakness in our markets, on our customers, and on underlying real
estate values (residential and commercial).
<PAGE>

Noninterest Income

Noninterest income for the first three months of 2009 was $895, down $135 from
the first three months of 2008.  The decrease was attributable to decreased
revenue from service fees, trust service fees, and other operating income,
which was partially offset by increased mortgage banking income and investment
product commissions generated by our Wealth Management Services Group.

<TABLE>
Table 4:  Noninterest Income
(dollars in thousands)
<CAPTION>
                                           Three months ended
                                   March 31,     March 31,     Percent
                                     2009          2008        Change
<S>                                   <C>         <C>           <C>
Deposit service fees                  $302          $354        -14.7%
Trust service fees                     234           287        -18.5%
Investment product commissions          54            48         12.5%
Mortgage banking income                122            90         35.6%
Other operating income                 183           251        -27.1%
Total non-interest income             $895        $1,030        -13.1%
</TABLE>

Deposit service fees were $302, down $52 from the comparable period last year.
The decrease was primarily attributable to lower overdraft fee income.

The Wealth Management Services Group includes trust and brokerage services.
Income from the group decreased $47 to $288 between the comparable three month
periods, primarily due to the decline in the equities markets of the managed
portfolios of trust customers on which fees are based.

Mortgage banking income represents income received from the sale of residential
real estate loans into the secondary market. For the first quarter 2009,
mortgage banking income was $122, up $32 over the first three months of 2008.
During the first quarter 2009 the Federal Reserve stimulated the housing market
with lower interest rates.  Many consumers took the opportunity to refinance.
Our mortgage loan origination unit closed $12 million during the first quarter
2009, up $5 million from the first quarter 2008.  The outlook for the second
quarter mortgage production remains strong with current locked mortgage
commitments of approximately $10 million at March 31, 2009.

Other operating income of $183 was $68 lower than the first three months of
2008, primarily from the surrender charges resulting from a section 1035 Bank-
owned life insurance exchange and a decrease in prepayment fees on early
termination of loans over the first quarter 2008.

Noninterest Expense

Noninterest expense was $3,801 for the first three months of 2009, down $269
over the first three months of 2008.  Salaries and employee benefits decreased
$242 between the comparable three month periods, while all remaining expense
categories on a combined basis were down $27.
<PAGE>

<TABLE>
Table 5:  Noninterest Expense
(dollars in thousands)
<CAPTION>
                                                   Three months ended
                                            March 31,     March 31,     Percent
                                              2009          2008        Change
<S>                                          <C>           <C>            <C>
Salaries and employee benefits               $2,205        $2,447         -9.9%
Occupancy and equipment                         477           521         -8.4%
Data processing and information systems         177           185         -4.3%
Operation of other real estate                   77            53         45.3%
Legal and professional                          207           183         13.1%
Other operating expenses                        658           681         -3.4%
Total noninterest expenses                   $3,801        $4,070         -6.6%
</TABLE>

Salaries and employee benefits were $2,205 for the first three months of 2009,
down $242 versus the comparable period in 2008.  Salary expenses decreased $83
primarily due to the elimination of ten full-time equivalent positions within
the Bank during January 2009.  Benefit expense was down $160 versus the first
three months of 2008, primarily due to the expected decline in the Company's
contribution to the 401(k) plan and decreases in incentive and referral pay.

Occupancy and equipment expense of $477 for the first three months of 2009
decreased $44 versus the comparable period last year, mostly due to decreased
equipment depreciation and maintenance expenses, and decreased fuel costs for
the bank's autos.  Data processing and information systems decreased slightly
due to renegotiation of the data communication contract.  Compared to the first
three months of 2008, the costs to operate other real estate of $77 was up $24
primarily from the carrying costs associated with ORE and a $10 loss recorded
from the sale of an ORE property.  Legal and professional fees were $207, up
$24 due to collection efforts associated with past due loans and the
outsourcing of the internal audit function of the Bank.  Other operating
expenses include the FDIC insurance assessment which increased $149 over the
prior year period due to an industry wide increase in insurance premiums.  The
FDIC is proposing an emergency special assessment of 10 to 20 basis points of
the Bank's assessment base on June 30, 2009.  No final ruling has been made by
the FDIC.

Income Taxes

For the first quarter of 2009, income tax expense increased $398 compared to
the first quarter 2008.  The increase in income tax expense was a result of a
$243 tax benefit recorded in first quarter of 2008 relating to a favorable Tax
Court ruling which resulted in refunds of previously paid federal taxes for the
periods 1999 to 2002.  State income taxes increased $50 in the first quarter
2009 and will be higher in future periods due to the recently enacted Wisconsin
combined reporting tax legislation.

BALANCE SHEET ANALYSIS

Investments

The investment securities portfolio is intended to provide the Bank with
adequate liquidity, flexible asset liability management, and a source of stable
income. All securities are classified as available for sale and are carried at
market value.  Unrealized gains and losses are excluded from earnings, but are
reported as other comprehensive income in a separate component of stockholders'
equity, net of income tax.   Premium amortization and discount accretion are
recognized as adjustments to interest income using the interest method.
Realized gains or losses on sales are based on the net proceeds and the
adjusted carrying value amount of the securities sold using the specific
identification method.
<PAGE>

<TABLE>
Table 6:  Investments
(dollars in thousands)
<CAPTION>
Investment Category                                Rating         3/31/2009        12/31/2008
                                                                Amount     %      Amount     %
<C>                                                <C>         <C>       <C>      <C>       <C>
US Treasury & Agencies Debt
                                                     AAA          $-       0%        $201   100%
                                                   Total          $-       0%        $201   100%
US Treasury & Agencies Debt as % of Portfolio                              0%                 0%

Mortgage-backed securities
                                                     AAA       $68,404    99%     $63,899    99%
                                                      A1           825     1%         874     1%
                                                      A2            12     0%          25     0%
                                                     BA3           274     0%         275     0%
                                                      NR             0     0%           0     0%
                                                   Total       $69,515   100%     $65,073   100%
Mortgage-backed securities as % of Portfolio                              82%                80%

Obligations of States and Political Subdivisions
                                                     AAA          $-       0%        $-       0%
                                                     Aa2           238     2%         237     2%
                                                     Aa3         3,202    23%       3,320    24%
                                                      A1           334     3%         331     2%
                                                      A2           858     6%         857     6%
                                                      A3           535     4%         533     4%
                                                    Baa1           464     3%         467     3%
                                                      NR         8,059    59%       8,261    59%
                                                   Total       $13,690   100%     $14,006   100%
Obligation of States and Political
Subdivisions as % of Portfolio                                            16%                18%

Corporate Debt Securities
                                                     NR         $1,686    100%      1,758   100%
                                                  Total          1,686    100%      1,758   100%
Corporate Debt Securities as % of Portfolio                                 2%                2%

Total Market Value of Securities                               $84,891    100%    $81,038   100%
</TABLE>

All credit sensitive sectors in the investment portfolio, which include trust
preferred securities and common equity securities, have been under severe
credit and liquidity stress which has resulted in distressed prices and the
risk of impairment write-downs.   Included in the investment portfolio are two
non-agency mortgage-backed securities that were evaluated during the first
quarter 2009 for OTTI by an independent third party firm. See Note 5 - Other
Than Temporary Impaired Securities for details of the securities.  We continue
to monitor our exposure to other-than-temporary impairment that may result due
to adverse economic conditions currently being experienced.  Based on our
evaluation, management does not believe any individual security unrealized loss
at March 31, 2009 represents an other-than-temporary impairment as these
unrealized losses are primarily attributable to changes in interest rates and
the current volatile market conditions, and not credit deterioration.
<PAGE>

The FHLB of Chicago announced in October 2007 that it was under a consensual
cease and desist order with its regulator, which among other things, restricts
various future activities of the FHLB of Chicago. Such restrictions may stop
the FHLB from redeeming stock without prior approval.  The FHLB of Chicago last
paid a dividend in September 2007.

Loans

Loans of $362,913 at March 31, 2009, decreased $1,468 from December 31, 2008.
The decrease in loans was predominantly in agricultural, which decreased $2,455
to represent 11% of total loans versus 12% of total loans at December 31, 2008.
Commercial, real estate residential, and installment loans decreased $2,001
from year-end.  Our residential real estate portfolio decreased in 2009 due to
the softness in the residential real estate market and the volume of loans
refinanced into the secondary market as interest rates declined.   This decline
in the loan portfolio was partially offset by growth in commercial real estate,
up $1,636, and real estate construction, up $1,352.  Commercial loan demand
fell off across all of our markets during 2008 and little improvement is
expected in 2009.  Competition among local and regional banks for credit worthy
borrowers and core deposit customers remains high.  Our primary focus for 2009,
as it was for 2008, is to improve the asset quality of our loan portfolio.

<TABLE>
Table 7:  Loans
(dollars in thousands)
<CAPTION>
                            March 31,   % of   December 31,   % of
                               2009     total      2008       total
<C>                         <C>          <C>    <C>           <C>
Commercial                   $38,281      11%    $39,047        11%
Commercial real estate       128,845      36%    127,209        34%
Agricultural                  40,890      11%     43,345        12%
Real estate construction      47,017      13%     45,665        13%
Real estate residential       99,635      28%    100,311        28%
Installment                    8,245       1%      8,804         2%
Total loans                 $362,913     100%   $364,381       100%
</TABLE>

At the beginning of 2008 unemployment rates were in the single digits.  At the
end of March unemployment rates in five of the seven counties in which we
operate exceeded 10%, with Taylor County reporting 14.3%.  The State of
Wisconsin, at 9.4%, is now above the national average.

In 2007 and 2008, many of our agri-business customers were performing
reasonably well as the demand from two of the largest and fastest growing
economies of the world, China and India, helped push prices for their products
to record levels.  Prices have now dropped sharply for corn and milk.  Margins
have narrowed to a point where even some of our best dairy farmers are having
difficulty breaking even.  Approximately 8.1% of our loans as of March 31, 2009
are to customers in the dairy industry.
<PAGE>

Allowance for Loan Losses

The loan portfolio is the primary asset subject to credit risk.  Credit risks
within the loan portfolio are inherently different for each loan type.  Credit
risk is controlled and monitored through the use of underwriting procedures,
comprehensive loan administration, and ongoing review of borrowers' outstanding
loans and commitments.  Active asset quality administration, including early
problem loan identification and timely resolution of problems, aids the
management of credit risk and minimization of loan losses.

The Bank sets aside an allowance for possible loan losses through periodic
charges to earnings.  The change in the allowance for loan losses is a function
of the mix of the loan portfolio, net charge offs, and nonperforming loans.
The allowance for loan losses at March 31, 2009 was $5,152 compared with $4,542
at December 31, 2008.  Net-charge-offs during the first quarter 2009 were $140,
down $98 from the same period last year.  Nonperforming loans at March 31, 2009
were $11,577 up $3,400 from the same period one year ago primarily due to the
increase in nonaccrual loans.  Nonaccrual loans were $11,373 at March 31, 2009
as compared to $8,949 at December 31, 2008. The increase of $2,424 was
primarily in commercial real estate and 1-4 family residential properties
secured by first liens.   At March 31, 2009 and December 31, 2008 the allowance
for loan loss was 1.42% and 1.25% of total loans, respectively.

<TABLE>
Table 8:  Loan Loss Experience
(dollars in thousands)
<CAPTION>
                                             At and for the    At and for the
                                           Three months ended   Year ended
                                               March 31,        December 31,
                                            2009        2008        2008
<C>                                        <C>         <C>         <C>
Allowance for loan losses
at beginning of year                       $4,542      $4,174      $4,174
Loans charged off                            (166)       (272)     (3,040)
Recoveries                                     26          34         208
Provision for loan losses                     750         930       3,200
Allowance for loan losses at end of
period                                     $5,152      $4,866      $4,542
RATIOS
Ratio of allowance for loan losses to
net charge offs                              36.8        20.4         1.6
Ratio of allowance for loan losses to
total loans at end of period                 1.42%       1.36%       1.25%
Ratio of net charge-offs during the
period to average loans outstanding          0.04%       0.07%       0.78%
</TABLE>

The analysis of the allowance for loan losses consists of three components:
(1) establishment of specific reserve allocations on impaired credits where a
high degree of loss is anticipated but not yet realized; (2) allocation for
each loan category based on historical loan loss experience; and (3) general
reserve allocation made based on subjective economic and bank specific factors
such as unemployment, delinquency levels, industry concentrations, lending
staff experience, disposable income and changes in regulatory or internal loan
policies.
<PAGE>

The specific credit allocation of the allowance for loan losses is based on a
regular analysis of loans over a fixed-dollar amount where the internal credit
rating is at or below a predetermined classification.  The fair value of the
loan is based on discounted cash flows of expected future payments using the
loan's initial effective interest rate or the fair value of the collateral if
the loan is collateral dependent.  The historical loan loss allocations are
based on a five year rolling average of actual loss experience for specific
loan types and risk grades.  The general portfolio allocation component is more
subjective and is based on actual experience while general portfolio
allocations are reviewed at least quarterly as part of the overall analysis.

The allocation of the allowance for loans losses is based on our estimate of
loss exposure by category of loans shown in Table 9.

<TABLE>
Table 9: Allocation of the Allowance for Loan Losses
(dollars in thousands)
<CAPTION>
                                    March 31,   December 31,
                                      2009          2008         Change
<S>                                  <C>           <C>           <C>
Commercial and agricultural          $2,627        $2,957        $(330)
Real estate                             778           648          130
Installment                             142           130           12
Impaired loans                        1,605           800          805
Unallocated                               0             7           (7)
Total Reserve                        $5,152        $4,542         $610
</TABLE>

The increase in the amount of the reserves at March 31, 2009 is the direct
result of increases in the level of nonperforming loans, rising delinquencies,
higher historical charge-off rates for each loan category, and the economic
factors applied to all loan types.   It is difficult to predict the length or
depth of the current economic downturn and the impact it will have on
businesses and individual consumers in the markets we serve.  We have seen
substantial declines in local real estate values.  As many of our commercial
and consumer loans are secured by real estate, we are concerned that a
prolonged downturn will further impair the value of the real estate used to
secure our loans.  Such conditions have already hindered our efforts to reduce
the level of nonperforming loans.

Furthermore, we fully expect that business and individual borrowers may
encounter difficulties in meeting their debt service obligations until real
estate values stabilize and the overall economy strengthens. In the opinion of
management, the allowance for loan losses was appropriate as of March 31, 2009.
While management uses available information to recognize losses on loans,
future adjustments to the allowance for loan losses may be necessary based on
changes in economic conditions and the impact of such changes on our loan
customers.

Impaired Loans and Other Real Estate Owned

Nonperforming loans remain a leading indicator of future loan loss potential.
Nonperforming loans are defined as loans 90 days or more past due but still
accruing, nonaccrual loans, including those defined as impaired under current
accounting standards, and restructured loans. Loans are placed on nonaccrual
status when contractually past due 90 days or more as to interest or principal
payments.  Additionally, whenever management becomes aware of facts that may
adversely impact the collection of principal or interest on loans, it is our
practice to place such loans on nonaccrual status immediately rather than
waiting until the loans become 90 days past due. Previously accrued and
uncollected interest on such loans is reversed, and future payments received
are applied in full to reduce remaining loan principal.  No income is accrued
or recorded on future payments until the loan is returned to accrual status.
Upon return to accrual status, the interest portion of past payments that were
applied to reduce nonaccrual principal is taken back into income.
<PAGE>

Restructured loans involve granting of concessions to the borrower by modifying
the terms of the loan, such as changes in payment schedule or interest rate or
capitalization of unpaid real estate taxes or unpaid interest.  The majority of
restructured loans represent capitalized loan interest and real estate taxes
that borrowers were unable to repay according to the original repayment terms.
Such loans are subject to senior management review and ongoing monitoring and
are made in cases where the borrower's delinquency is considered short-term
from circumstances the borrower is believed able to overcome and or the
underlying collateral value supporting the loan is more than sufficient to
cover the additional advance.

<TABLE>
Table 10:  Nonperforming Loans and Other Real Estate Owned
(dollars in thousands)
<CAPTION>
                                                 At and for the    At and for the
                                               Three months ended   Year ended
                                                   March 31,        December 31,
                                                2009        2008        2008
<S>                                           <C>         <C>         <C>
Nonaccrual loans not considered impaired       $2,447      $1,365      $1,877
Nonaccrual loans considered impaired            8,926       6,019       7,072
Accruing loans past due 90 days or more            28          42          36
Restructured loans                                176         751         569
Total nonperforming loans                      11,577       8,177       9,554
Other real estate owned                         2,682       2,352       2,556
Other repossessed assets                            6           0           5
Total nonperforming assets                    $14,265     $10,529     $12,115
RATIOS
Nonperforming loans to total loans               3.19%       2.29%       2.62%
Nonperforming assets to total assets             2.85%       2.22%       2.44%
</TABLE>

At March 31, 2009, there were five borrowing relationships with nonaccrual
balances in excess of $500. These five relationships accounted for
approximately $5,775 or approximately 50% of the total nonaccrual loans and
consisted of the following:

          o  $2,000 ethanol participation loan added to nonaccrual status
             during the fourth quarter 2008 secured by real estate in
             southeastern Wisconsin.

          o  $1,275 commercial real estate loan on nonaccrual status for all
             of 2008 secured by retail/warehouse properties located in northern
             Wisconsin. Payments of $37 were received during the first quarter
             of 2009.
<PAGE>

          o  $700 commercial real estate loan added to nonaccrual status
             during the third quarter 2008 secured by warehouse and retail
             properties in central Wisconsin.

   Items added during the first quarter 2009:

          o  $1,000 commercial real estate loan added to nonaccrual status
             during the first quarter 2009 secured by land and modular homes in
             northern Wisconsin.

          o  $800 real estate loan added to nonaccrual status during the
             first quarter 2009 secured by multi-family residential rentals and
             personal real estate in central Wisconsin.

Specific reserves for loan losses applicable to these five relationships
totaled $950 at March 31, 2009.  While we believe that the value of the
collateral securing the above nonaccrual loans approximates the net book value
of the loans, we cannot provide assurances that the value will be maintained or
that there will be no further losses with respect to these loans.  In general,
the level of non-performing assets and non-accruals are the direct result of
loans secured by 1-4 family residential and commercial real estate properties
and is a reflection of the impact the economic conditions have had on customers
in the markets we serve.   In view of current economic conditions, credit
quality is not expected to see any major signs of improvement through 2009.

Other real estate totaled $2,682 and $2,556 at March 31, 2009 and December 31,
2008, respectively. The largest asset in other real estate is a former car
dealership of the Impaired Borrower. Other properties held as other real estate
include six 1-4 family residential properties and three nonfarm/nonresidential
properties in northern and central Wisconsin, and one construction
participation loan in North Carolina.

Deposits

Deposits were $385,137 at March 31, 2009, down $538 from year-end 2008,
including a shift in the mix of deposits.  The shift in the deposit mix during
the first quarter of 2009 was predominantly in certificates of deposit, which
grew $9,100 to represent 30% or total deposits versus 27% of total deposits at
December 31, 2008, from non-interest and interest bearing demand deposits.

<TABLE>
Table 11:  Deposit Distribution
(dollars in thousands)
<CAPTION>
                              March 31,   % of     December 31,    % of
                                 2009     total        2008        total
<S>                           <C>         <C>       <C>            <C>
Non-interest bearing demand    $47,402     12%       $55,694        14%
Interest-bearing demand         30,169      8%        37,856        10%
Money market deposits           86,224     22%        81,655        21%
Other savings deposits          22,351      6%        21,508         6%
IRA and retirement accounts     34,837      9%        33,506         9%
Certificates of deposit        115,273     30%       106,173        27%
Brokered deposits               48,881     13%        49,283        13%
Total                         $385,137    100%      $385,675       100%
</TABLE>
<PAGE>

The retail markets we serve are continuously influenced by economic conditions,
competitive pressure from other financial institutions, and other out-of-market
investment opportunities available to customers. Due to local market
competition, we are currently paying higher rates for local deposits than what
we would have to pay for wholesale funding.  We continue to focus on expanding
existing relationships and ensuring that new loan customers have deposit and
loan relationships with us.

Other Funding Sources

Other funding sources, including short-term borrowings, long-term borrowings,
and subordinated debentures, were $66,120 at March 31, 2009 compared with
$71,050 at December 31, 2008. Short-term borrowings consist of federal funds
purchased and corporate funds in the form of repurchase agreements were reduced
as we increased our reliance on longer-term sources of funds to take advantage
of the yield curve and to improve our overall asset/liability position. The
decision of length of maturity for these borrowings is dependent on our
asset/liability position and the amount of interest rate risk that we are
willing to assume.

Contractual Obligations

We are party to various contractual obligations requiring use of funds as part
of our normal operations.  The table below outlines principal amounts and
timing of these obligations, excluding amounts due for interest, if applicable.
Most of these obligations are routinely refinanced into a similar replacement
obligation.  However, renewal of these obligations is dependent on our ability
to obtain competitive interest rates, availability of collateral for pledging
purposes supporting long-term advances, or the availability of credit from
other banks or sources.

<TABLE>
Table 12:  Contractual Obligations
(dollars in thousands)
<CAPTION>
                                 Total      < 1year   1-3 years    3-5 years  > 5 years
<S>                             <C>         <C>         <C>         <C>         <C>
Long-term borrowings            $46,929     $15,868     $13,561     $12,500      $5,000
Subordinated debentures          10,310         -           -           -        10,310
Total contractual obligations   $57,239     $15,868     $13,561     $12,500     $15,310
</TABLE>

Liquidity

Liquidity management refers to the ability to ensure that cash is available in
a timely manner to meet loan demand and depositors' needs and to service
liabilities as they become due without undue cost or risk.  Our holding company
and Bank have different liquidity considerations.

The primary source of funds for the holding company is dividends, management
fee income from the Bank, and proceeds from issuance of shares related to stock
options and employee stock purchase plans. These sources could be limited or
costly.  The cash is used to provide for payments of dividends to shareholders,
purchase of assets, payment of salaries, benefits and other related expenses,
and to make interest payments on its debt.  No dividends were received from the
Bank in 2009 and 2008.  On February 20, 2009 we sold 10,000 shares of our
Preferred Stock and 500 shares of Warrant Preferred Stock to the United States
Department of the Treasury (the "Treasury") pursuant to the TARP Plan.
Dividends on the Preferred Stock and Warrant Preferred Stock issued to the
Treasury will be paid on a quarterly basis in February, May, August, and
November.  While any Preferred Stock or Warrant Preferred Stock is outstanding,
we may pay dividends on our common stock, provided that all accrued and unpaid
dividends for all past dividend periods on the Preferred Stock and Warrant
Preferred Stock are fully paid.  Prior to the third anniversary of the
Treasury's purchase of the Preferred Stock and Warrant Preferred Stock, unless
the stock has been redeemed or the Treasury has transferred all of the
Preferred Stock or Warrant Preferred Stock to third parties, the consent of the
Treasury will be required for us to increase our annual common stock dividend
from $.44 per common share.
<PAGE>

The Bank meets its cash flow needs by having funding sources available to
satisfy the credit needs of customers as well as having available funds to
satisfy deposit withdrawal requests.  Liquidity is derived from maturities
within the investment portfolio, maturing loans, loan payments, deposit growth,
other funding sources, and a well-capitalized capital position.

Maturing investments can be a source of liquidity at the Bank.  Proceeds from
maturities totaling $4,986 were received during the first three months of 2009
while investment purchases totaled $8,199 during the same period.

The scheduled maturity of loans can also provide a source of additional
liquidity. Factors affecting liquidity relative to loans are loan renewals,
loan origination volumes, loan prepayment rates, and the maturity of existing
loan portfolio.  The Bank's liquidity position is influenced by changes in
interest rates, economic conditions, and competition.  Conversely, loan demand
as a need for liquidity may cause us to acquire other sources of funding which
could be more costly than deposits. With the continuing slowdown of economic
activity during 2009, loans decreased $1,468 during the first quarter compared
to a decrease in balances of $179 during the first quarter of 2008.

Deposits provided $538 of cash outflow during the first three months of 2009.
Affecting liquidity are core deposit growth levels, certificates of deposit
maturity structure, and retention and diversification of wholesale funding
sources.

Other funding sources for the Bank are in the form of corporate repurchase
agreements, federal funds purchased, FHLB advances and long-term borrowings
with other financial institutions. Short-term borrowings decreased $2,430 in
the first three months of 2009 while long-term borrowings decreased $2,500
during the same period. Long-term borrowings and FHLB advances require the
pledging of collateral in the form of investment securities or loans.

We expect deposits will continue to be the primary funding source of the Bank's
liquidity on a long-term basis, along with a stable earnings base, the
resulting cash generated by operating activities, and a strong capital
position. We expect deposit growth, including brokered deposits, to be a
reliable funding source in the future.  Shorter-term liquidity needs will
mainly be derived from growth in short-term borrowings, federal funds sold,
portfolio investments, loan maturities, and access to other funding sources.

In assessing liquidity, historical information such as seasonality, local
economic cycles, and the economy in general are considered along with the
current ratios and management goals. The reduction in loans experienced during
the first quarter of 2009 reflects the overall slowdown in the local economies
and decreased need for additional wholesale funding.
<PAGE>

Capital

Stockholders' equity at March 31, 2009 was $46,268 compared to $35,805 at
December 31, 2008.  On February 20, 2009, as part of the Treasury's Capital
Purchase Program (the "CPP"), we issued 10,000 shares of the Company's no par
value Preferred Stock, having a liquidation amount per share of $1,000, and 500
warrants to purchase Warrant Preferred Stock, which were exercised immediately
by the Treasury, for total proceeds of $10,000.  The Preferred Stock qualifies
as Tier 1 capital and provide for cumulative compounding dividends at a rate of
5% per annum for the first five years and at a rate of 9% per annum thereafter.
The Warrant Preferred Stock qualifies as Tier 1 capital and provide for
cumulative compounding dividends at a rate of 9% per annum.  We are prohibited
from paying any dividend with respect to shares of common stock unless all
accrued and unpaid dividends are paid in full on the Preferred Stock for all
past dividend periods.  The Preferred Stock is non-voting, other than class
voting rights on matters that could adversely affect the Preferred Stock.

Stockholders' equity at March 31, 2009 included $1,004 of accumulated other
comprehensive income related to unrealized net gains on securities available
for sale, net of the tax effect.  At December 31, 2008, stockholders' equity
included $598 of other comprehensive income related to unrealized net gains on
securities. Cash dividends paid were $.11 per common share in the first quarter
2009 compared with $.11 per common share for second, third and fourth quarters
of 2008, and $0.22 per share in the first quarter of 2008.

<TABLE>
Table 13: Capital Ratios
 (dollars in thousands)
<CAPTION>
Holding Company                 At March 31,   At December 31,
                                    2009              2008       Minimum
<S>                               <C>               <C>             <C>
Total Stockholders' Equity        $46,268           $35,805
Tier 1 Capital                     55,264            45,207
Total Regulatory Capital           59,967            49,749
Tier 1 to average assets             11.2%              9.4%        5.0%
Tier 1 risk-based capital ratio      14.7%             12.1%        4.0%
Total risk-based capital ratio       16.0%             13.3%        8.0%
</TABLE>

<TABLE>
<CAPTION>
Bank                            At March 31,   At December 31,
                                    2009              2008       Minimum
<S>                               <C>               <C>             <C>
Total Stockholders' Equity        $40,652           $39,849
Tier 1 Capital                     39,648            39,251
Total Regulatory Capital           44,310            43,793
Tier 1 to average assets              8.1%              8.3%        5.0%
Tier 1 risk-based capital ratio      10.6%             10.6%        6.0%
Total risk-based capital ratio       11.9%             11.9%       10.0%
</TABLE>

The adequacy of our capital is regularly reviewed to ensure that sufficient
capital is available for current and future needs and is in compliance with
regulatory guidelines.  As of March 31, 2009 and December 31, 2008, the holding
company and bank Tier 1 risk-based capital ratios, total risk-based capital
ratios and Tier 1 leverage ratios were in excess of regulatory requirements.
The Board continually evaluates short-term and longer-term capital needs of the
holding company, and has an expressed goal of maintaining sufficient capital to
remain a well-capitalized bank and bank holding company. The first quarter 2009
common dividend payout ratio was 87.4%.  Subsequent to the payment of the 2009
first quarter dividend we have changed the frequency of payouts from quarterly
to semi-annual dividends on our common stock payable in August and February,
and as disclosed in our 2008 Annual Report on Form 10-K.   Our ability to pay
dividends depends in part upon the receipt of dividends from the Bank and these
dividends are subject to limitation under banking laws and regulations. Our
declaration of dividends to our shareholders is discretionary and will depend
upon operating results and our overall financial condition, regulatory
limitations, tax considerations, and other factors. We are also prohibited from
paying dividends on our common stock if we fail to make distributions or
required payments on the trust preferred securities or on our preferred stock.
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

The information contained in this section of this quarterly report on Form 10-Q
captioned "Management's Discussion and Analysis of Financial Condition and
Results of Operations" is incorporated herein by reference. There was no
material change in the information provided in response to Item 7A of our 2008
Form 10-K.

ITEM 4.  CONTROLS AND PROCEDURES

As of the end of the period covered by this report, management, under the
supervision, and with the participation, of our President and Chief Executive
Officer and the Principal Accounting Officer, evaluated the effectiveness of
the design and operation of our disclosure controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934,  as amended (the "Exchange Act")) pursuant to Exchange Act Rule
13a-15.  Based upon, and as of the date of, such evaluation, the President and
Chief Executive Officer and the Principal Accounting Officer concluded that our
disclosure controls and procedures were effective.

In designing and evaluating the disclosure controls and procedures, we
recognize that any controls and procedures, no matter how well-designed and
operated, can provide only reasonable assurance of achieving the desired
control objectives, and that management necessarily was required to apply
judgment in evaluating the cost-benefit relationship of possible controls and
procedures. We believe that the disclosure of controls and procedures provide
reasonable assurance of achieving our control objectives.

There were no changes in the internal control over financial reporting during
the quarter ended March 31, 2009 that have materially affected, or are
reasonably likely to materially affect, internal control over financial
reporting.

We have engaged Jefferson Wells International, Inc. to assist with the
completion of the 2009 Internal Audit Plan and Sarbanes-Oxley compliance for
2009.
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

We may be involved from time to time in various routine legal proceedings
incidental to our business. Neither we nor our subsidiaries are currently
engaged in any legal proceedings that are expected to have a material adverse
effect on our results of operation or results of condition.

ITEM 1A.  RISK FACTORS

In addition to the other information set forth in this report, this report
should be considered in light of the risk factors discussed in Item 1A.  "Risk
Factors" in our 2008 Form 10-K, which could materially affect our business,
financial condition, or future results of operations.  The risks described in
the 2008 Form 10-K are not the only uncertainties we face.  Additional risks
and uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial
condition, and/or operating results.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On January 22, 2009, a special meeting of the shareholders was held to approve
an amendment to the Company's Articles of Incorporation which authorized the
issuance of up to 50,000 shares of a new class of no par value preferred stock
that is required for participation in the TARP Plan.  Voting for the proposal
were 1,152,364 shares by proxy or in person.  These shares represent
approximately 70.1% of the total outstanding shares (1,643,278) eligible to
vote.

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS

Exhibits required by Item 601 of Regulation S-K.

Exhibit
NUMBER                        DESCRIPTION

 31.1   Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of
        2002
 31.2   Certification of Principal Accounting Officer pursuant to Section 302
        of Sarbanes-Oxley Act of 2002
 32.1   Certification of CEO and Principal Accounting Officer pursuant to
        Section 906 of Sarbanes-Oxley Act of 2002
<PAGE>

SIGNATURES

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

                              MID-WISCONSIN FINANCIAL SERVICES, INC.

Date:  MAY 15, 2009           JAMES F. WARSAW
                              James F. Warsaw
                              President and Chief Executive Officer
                              (Principal Executive Officer)


Date:  MAY 15, 2009           RHONDA R. KELLEY
                              Rhonda R. Kelley
                              Principal Accounting Officer
                              (Principal Accounting Officer)
<PAGE>
                                 EXHIBIT INDEX
                                      to
                                   FORM 10-Q
                                      of
                     MID-WISCONSIN FINANCIAL SERVICES, INC.
                  for the quarterly period ended March 31, 2009
                   Pursuant to Section 102(d) of Regulation S-T
                         (17 C.F.R. <section>232.102(d))



The following exhibits are filed as part this report:

 31.1   Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act of
        2002
 31.2   Certification of Principal Accounting Officer pursuant to Section 302
        of Sarbanes-Oxley Act of 2002
 32.1   Certification of CEO and Principal Accounting Officer pursuant to
        Section 906 of Sarbanes-Oxley Act of 2002