<PAGE>   1
                                                                  Exhibit 2.1(b)
                                                                  FMBK 1998 10-K


                             AMENDMENT NO. 1 TO THE
                     AGREEMENT OF MERGER AND REORGANIZATION

         This Amendment No. 1 between F&M Bancorporation, Inc., a Wisconsin
corporation ("F&M"), and CBE, Inc., a Wisconsin corporation ("CBE"), is made
this 30 day of November, 1998, to amend the Agreement of Merger and
Reorganization (the "Agreement") between them as of the 21st day of July, 1998.

         WHEREAS, the parties to the Agreement have discovered that the closing
date of January, 1999, will in all probability not be met.

         In consideration of the foregoing, the parties hereby agree to amend
the Agreement as follows:

         1.       Sections Amended.  Sections 8.10 and 9.6 are amended to delete
the date of January 31, 1999, and replace it with the date of June 30, 1999.

         2.       Section 7.1.  Section 7.1 of the Agreement is created to read
                  as follows:

                  "7.1.  Dividends in Anticipation of Closing.  F&M
                  covenants and agrees that in the event this transaction is
                  closed after January 31, 1999, through no fault of CBE or
                  BANK, CBE may pay to its shareholders a dividend equal to the
                  dividend which would have been payable to the CBE
                  Shareholders, if the merger had been completed on or before
                  January 31, 1999.  For purposes of calculating this dividend,
                  the parties shall agree upon an Exchange Ratio which shall be
                  used only for purposes of calculating the dividend payment.
                  If no agreement can be reached, the Exchange Ratio shall be
                  based upon the closing price of the F&m Stock as of the record
                  ate for F&M's dividend and the CBE Stock Price calculated as
                  provided in paragraphs 3.3 and 3.4."




<PAGE>   2

         3.       Other Provisions Unaffected. Except as expressly amended by
this Amendment No. 1, the Agreement shall remain in full force and effect
without modification. Terms defined in the Agreement shall have the same meaning
in this Amendment No. 1.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed as of the day and year first above written.

                                     F&M BANCORPORATION, INC.


                                     By: /s/ Gail E. Janssen
                                         ---------------------------------------
                                          Gail E. Janssen, Chairman of the Board


                                     ATTEST:


                                     By: /s/ Janet M. Lakso
                                         ---------------------------------------
                                          Janet M. Lakso, Secretary


                                     CBE, INC.


                                     By: /s/ Earl A. Paddock
                                         ---------------------------------------
                                             Earl A. Paddock, President and
                                             Chairman of the Board


                                     ATTEST:


                                     By: /s/ Audrey Peterson
                                         ---------------------------------------
                                     Audrey Peterson, Secretary