EXHIBIT 10(s) - PROMISSORY NOTE







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                           FIRST FINANCIAL CORPORATION

                                 PROMISSORY NOTE


$18,000,000.00                                              Milwaukee, Wisconsin
                                                                  April 30, 1995

              SECTION 1. FOR VALUE  RECEIVED,  FIRST  FINANCIAL  CORPORATION,  a
Wisconsin  corporation (the  "Company"),  hereby promises to pay to the order of
M&I  MARSHALL & ILSLEY  BANK,  a  Wisconsin  banking  corporation  ("M&I"),  the
principal sum of EIGHTEEN  MILLION AND 00/100 DOLLARS  ($18,000,000.00)  or such
lesser  amount of loans which  remain  outstanding  under this Note on April 30,
1996. The unpaid  principal shall bear interest from the date hereof until paid,
computed  on the basis of a 360 day year,  at an annual  rate equal to the prime
rate of interest (the "Prime Rate") adopted by M&I from time to time as the base
rate for interest rate determinations,  changing on each day that the Prime Rate
changes.  Interest shall be payable  monthly in arrears on the first day of each
month in each year,  commencing on June 1, 1995 and continuing  thereafter until
the principal is paid in full, with a final payment of interest due at maturity.
The Company agrees to pay interest on any overdue amounts at the Prime Rate plus
2%. Each loan shall be in an  integral  multiple  of One  Hundred  Thousand  and
00/100  Dollars  ($100,000.00)  and shall be made on  telephonic  notice from an
authorized  officer of the Company to M&I.  The Company may reborrow any amounts
paid or prepaid on this Note,  provided,  however,  that the aggregate amount of
loans  outstanding  hereunder  shall never exceed  $18,000,000.00.  All interest
under this Note shall be computed  for the actual  number of days elapsed on the
basis of a 360 day year.

              Payments of both  principal  and interest are to be made in lawful
money of the United  States of America at the  offices of M&I  Marshall & Ilsley
Bank,  Attention:  Loan  and  Discount  Department,   770  North  Water  Street,
Milwaukee, Wisconsin 53201, or at such other place as the holder shall designate
in writing to the maker.

              SECTION 2. PREPAYMENT.  The Company may, at any time and from time
to time, prepay the loan in whole or in part without premium or penalty.  At the
time of making any prepayment,  the Company shall pay all accrued  interest upon
the amount prepaid.

              SECTION 3. The Company  hereby  waives  presentment  for  payment,
protest and demand, notice of protest,  demand and of dishonor and nonpayment of
this Note.

              SECTION  4.  DEFINITIONS.  When used in this Note,  the  following
terms shall have the meanings specified:

              Automatic  Event of Default.  "Automatic  Event of Default"  shall
mean any one or more of the following:

              (a) the Company or FFB,  shall:  (i) become  insolvent  or take or
fail to take any action which  constitutes  an admission of inability to pay its
debts  as they  mature,  (ii)  make a  general  assignment  for the  benefit  of
creditors or to an agent  authorized to liquidate any substantial  amount of its
assets,  (iii) become the subject of an "order for relief" within the meaning of
the United State  Bankruptcy  Code,  (iv) file a petition in bankruptcy,  or for
reorganization,  or to effect a plan or other  arrangement  with creditors,  (v)
file an answer to a creditor's  petition,  admitting  the  material  allegations
thereof, for an adjudication of bankruptcy

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or for  reorganization  or to effect a plan or other arrangement with creditors,
(vi) apply to a court for the  appointment of a receiver or custodian for any of
its assets or  properties,  or (vii) have a receiver or custodian  appointed for
any of its assets or  properties,  with or without  consent,  and such  receiver
shall be discharged within sixty (60) days after his appointment; or

              (b) the  Company or FFB adopts a plan of complete  liquidation  of
its assets.

              Consolidated   Assets.   "Consolidated   Assets"  shall  mean  all
consolidated  assets of the Company and all  Subsidiaries  but shall not include
goodwill, patents, trademarks, trade names, copyrights and other assets properly
classified as intangible assets.

              Event of  Default.  "Event of  Default"  shall mean any  automatic
Event of Default and any Notice Event of Default.

              FFB.  "FFB" means First Financial Bank, F.S.B.

              Indebtedness.  "Indebtedness"  shall mean,  as to any Person,  all
liabilities  or  obligations  of that  Person,  whether  primary or secondary or
absolute or contingent:  (a) for borrowed  money,  whether secured or unsecured;
(b) evidenced by notes, bonds, debentures,  guarantees,  endorsements or similar
obligations;  (c) for capital lease obligations; (d) secured by any Liens or (e)
for deferred  indebtedness whether secured or unsecured,  incurred in connection
with the acquisition or carrying of property.

              Lien.  "Lien"  shall  mean,  with  respect to any  asset:  (a) any
mortgage,  pledge,  lien, charge,  security interest or encumbrance of any kind;
and (b) the interest of a vendor or lessor under any conditional sale agreement,
financing lease or other title retention agreement relating to such asset.

              Notice Event of Default.  "Notice Event of default" shall mean any
one or more of the following and such failure or default  remains  uncured for a
period of thirty (30) days after  notice of such  occurrence  is given by M&I to
the Company:

              (a) the Company shall fail to pay when due any  installment of the
principal of or interest upon this Note;

              (b) there shall be a default in the  performance  or observance of
any of the covenants and agreements contained in this Note;

              (c) there shall be a default in the  performance  or observance of
any of the  covenants  and  agreements  contained  in the  Pledge  Agreement  or
contained in other instruments delivered by the Company to M&I;

              (d) any  representation  or  warranty  made by the Company in this
Note or in any document or financial statement delivered to M&I pursuant to this
Note shall prove to have been false in any material  respect as of the time when
made or given;

              (e) the amount of any final judgment  entered  against the Company
or any Subsidiary, when added to the amount of all other final judgments against
the Company and all Subsidiaries, exceeds the aggregate amount of $1,000,000 and
such final  judgments  shall remain  outstanding  and  unsatisfied,  unbonded or
unstayed after thirty (30) days from the date of entry thereof; or

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              (f) the Company or FFB defaults on any  Indebtedness  in excess of
$500,000 other than the loans represented by the Note, or the Company's or FFB's
failure  to  perform  or  observe  any term,  covenant  or  condition  for other
Indebtedness  in  excess  of  $500,000  if the  effect  of  such  failure  is to
accelerate such  Indebtedness and require such  Indebtedness to be prepaid prior
to maturity.

              Person.   "Person"   shall  mean  and   include   an   individual,
partnership,  corporation,  trust, incorporated organization and a government or
any department or agency thereof.

              Pledge  Agreement.  "Pledge  Agreement"  shall mean the Collateral
Pledge Agreement  between the Company and M&I dated June 29, 1990, as amended by
the First  Amendment  to  Collateral  Pledge  Agreement  dated as of May 1, 1991
between the Company and M&I, a Second  Amendment to Collateral  Pledge Agreement
dated as of April 30, 1992, a Third  Amendment to  Collateral  Pledge  Agreement
dated as of November 30, 1992, a Fourth Amendment to Collateral Pledge Agreement
dated April 30, 1993, a Fifth  Amendment to Collateral  Pledge  Agreement  dated
April 30, 1994, and a Sixth Amendment to Collateral Pledge Agreement dated April
30, 1995, and as further amended from time to time.

              Subsidiary. "Subsidiary" shall mean any corporation at least fifty
percent  (50%)  of the  outstanding  stock of which  (of any  class or  classes,
however designated,  having ordinary voting power for the election of at least a
majority of the members of the board of  directors  of such  corporation,  other
than stock having such power only by reason of the  happening of a  contingency)
shall at the time be owned by the  Company  directly or through  FFB;  provided,
however,  that an affiliate of FFB shall only be considered a Subsidiary if such
entity is  reflected  in the annual  consolidated  and  consolidating  financial
statements  of the  Company and all  Subsidiaries  described  in Section  5.5(b)
hereof or in any footnotes to such financial statements.

              SECTION  5.  Covenants.  From and  after the date of this Note and
until the entire  amount of  principal  and  interest due under the Note and the
entire  amounts  of fees and  payments  due under  this Note and the  Collateral
Pledge Agreement are paid in full:

              5.1  Indebtedness.  The  Company  will not,  and will  cause  each
Subsidiary  to  not,  at any  time  permit  the sum of the  following  described
Indebtedness to exceed 15% of Consolidated Assets:

              (a)  Indebtedness  of the  Company  and  all  Subsidiaries  to the
Federal Home Loan Bank System; plus

              (b)  the maximum amount of Indebtedness  which the Company and all
Subsidiaries could incur under commitments made by M&I; plus

              (c)  all other Indebtedness of the Company and all Subsidiaries.

              5.2  Asset/Liability  Ratio. The Company, on a consolidated basis,
will not at any time allow earning assets that mature or are repriced within one
year to fall  below 84% or rise  above 116% of  liabilities  that  mature or are
repriced within one year, such assets and liabilities being classified according
to  regulatory  requirements  as reported by the  Subsidiaries  to the Office of
Thrift Supervision.

              5.3  Risk-Based  Capital  Ratio.  The  Company  shall cause FFB to
maintain at all times  Risk-Based  Capital,  as measured by the Office of Thrift
Supervision, of at least 8% of

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Risk Weighted Assets, as measured by the Office of Thrift Supervision.

              5.4  Liquidity.  The Company and its  Subsidiaries  shall maintain
Cash and Interest-  earning  Deposits,  as defined in accordance  with generally
accepted accounting principles, of at least 4.5% of Consolidated Assets.

              5.5 Reporting Requirements.  The Company shall furnish to M&I such
information  respecting  the  business,  assets and  financial  condition of the
Company and the  Subsidiaries as M&I may reasonably  request and without request
furnish to M&I:

              (a)  within 45 days after the end of each  fiscal  quarter in each
fiscal year, a consolidated and  consolidating  balance sheet of the Company and
all Subsidiaries as of the end of each such fiscal quarter and of the comparable
fiscal quarter in the preceding fiscal year and  consolidated and  consolidating
statements of income,  stockholders  equity and cash flow of the Company and all
Subsidiaries  for each such fiscal  quarter and for that part of the fiscal year
ending  with  each  fiscal  quarter  and for the  corresponding  periods  of the
preceding  fiscal  year,  all in  reasonable  detail and  certified  as true and
correct,  subject  to  audit  and  normal  year-end  adjustments,  by the  chief
financial officer of the Company; and

              (b) as soon as  available,  and in any event within 120 days after
the close of each fiscal year,  a copy of the  detailed  annual audit report for
such year and accompanying  consolidated and consolidating  financial statements
of the  Company  and all  Subsidiaries  prepared  in  reasonable  detail  and in
accordance with generally accepted accounting principles consistently applied by
public  accountants  of  recognized  standing  selected  by  the  Company,   and
reasonably  satisfactory to M&I, which audit report shall be accompanied by: (i)
an opinion of such accountants, in form and substance reasonably satisfactory to
M&I to the effect  that the same  fairly  presents  the  consolidated  financial
condition  and the  consolidated  results of  operations  of the Company and all
Subsidiaries  for the periods and as of the relevant dates  thereof,  and (ii) a
certificate  of such  accountants  setting  forth their  computations  as to the
Company's  compliance  with  Sections  5.1,  5.2,  5.3 and 5.4 of this  Note and
stating that in the ordinary course of their audit, conducted in accordance with
generally accepted auditing practices, they did not become aware of any Event of
Default or, if their audit disclosed an Event of Default, a specification of the
Event of Default  and the  actions  taken or proposed to be taken by the Company
with respect thereto; and

              (c)  promptly  after  the same are  available,  copies of all such
proxy statements,  reports and financial statements as the Company shall send to
its stockholders; and

              (d) together  with each delivery  required by Sections  5.5(a) and
(b) of this Note, a certificate of the Company in form  reasonably  satisfactory
to M&I as to the Company's compliance with the covenants contained in this Note;
and

              (e) promptly after the same are  available,  copies of all reports
submitted  to the Company or any  Subsidiary  by  independent  certified  public
accountants in connection with any annual or special audit made of the books and
records  of the  Company  or  any  Subsidiary  or  relating  to the  management,
operation,  accounting  procedures  or  internal  controls of the Company or any
Subsidiary.

              5.6 Inspection of Properties and Records.  The Company shall,  and
shall cause each  Subsidiary to, permit  representatives  of M&I to visit any of
its properties  and examine any of its books and records at any reasonable  time
and as often as may be reasonably desired and

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facilitate such inspection and examination.


              SECTION 6.  REMEDIES.

              6.1 Acceleration. (a) Upon the occurrence of an Automatic Event of
Default,  then, without notice,  demand or action of any kind by M&I, the entire
amount of unpaid  principal and accrued and unpaid  interest under this Note and
the  entire  amount  of  unpaid  fees and  expenses  under  this  Note  shall be
automatically and immediately due and payable.

              (b) Upon the occurrence of a Notice Event of Default,  M&I may, by
written  notice  to the  Company,  declare  that the  entire  amount  of  unpaid
principal and accrued and unpaid  interest under this Note and the entire amount
of unpaid fees and expenses under this Note are immediately due and payable.

              (c)  No  remedy  herein  conferred  upon  M&I  is  intended  to be
exclusive of any other remedy and each and every such remedy shall be cumulative
and shall be in  addition  to every  other  remedy  given under this Note or the
Pledge Agreement or now or hereafter existing by law. No failure or delay on the
part of M&I in exercising  any right or remedy shall operate as a waiver thereof
nor shall any single or partial  exercise of any right preclude other or further
exercise thereof or the exercise of any other right or remedy.

              6.2 Fees,  Expenses and Attorney's Fees. The Company shall pay all
reasonable fees and expenses  incurred by M&I,  including the reasonable fees of
counsel,  in connection with the  maintenance,  reissuance and amendment of this
Note, the Pledge Agreement and the consummation of the transactions contemplated
by this Note and the  administration,  protection or enforcement of M&I's rights
under this Note and the Pledge Agreement.



                                                FIRST FINANCIAL CORPORATION


(CORPORATE SEAL)
                                                By    /s/John C. Seramur
                                                      --------------------------
                                                      John C. Seramur, President



                                                Attest:



                                                /s/Robert M. Salinger
                                                ------------------------------
                                                Robert M. Salinger, Secretary


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