AMENDED AND RESTATED EMPLOYMENT AGREEMENT


             THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this
   "Agreement") is entered into this 1st day of May, 1998 between FCB
   Financial Corp., a Wisconsin corporation (the "Company"), Fox Cities Bank,
   F.S.B., a federal savings bank which is wholly-owned by the Company (the
   "Bank"), and James J. Rothenbach (the "Executive").

             WHEREAS, the parties have previously entered into an Employment
   Agreement, dated May 1, 1997 (the "Prior Agreement"), pursuant to which
   Executive currently serves as the President and Chief Executive Officer of
   the Company; and

             WHEREAS, the parties desire to enter into this Agreement to
   amend and restate the terms of the Prior Agreement and to supersede the
   prior Agreement in its entirety.

             NOW, THEREFORE, in consideration of the foregoing and of the
   respective covenants and agreements of the parties herein contained, it is
   agreed as follows:

                                    ARTICLE I
                                   EMPLOYMENT

   1.1  Term of Employment.

        The Bank hereby employs Executive for an initial period of three (3)
   years commencing on May 1, 1998 (the "Commencement Date") and terminating
   on April 30, 2001, subject to earlier termination as provided in Article
   II hereof; provided, however, that on each April 30th during the term of
   this Agreement, the term of employment shall automatically be extended for
   one additional year so that the term shall be annually restored to a full
   three (3) year term, unless on or before 60 days immediately preceding any
   such renewal date, the Bank, in connection with an annual performance
   review of Executive conducted by the Board of Directors of the Bank, or
   for any other reason, or Executive gives notice to the other that the term
   shall not be extended beyond the then current expiration date of the term. 
   Reference herein to the term of this Agreement shall refer to both the
   initial term and such extended terms.

   1.2  Duties of Executive.

        The Bank hereby employs Executive, and Executive hereby accepts
   employment with the Bank, upon the terms and conditions hereinafter set
   forth for the term of this Agreement.  Executive is employed by the Bank
   to perform the duties of President and Chief Executive Officer of the
   Bank, and the Company shall cause the Bank to appoint Executive to such
   position.   As part of Executive's employment by the Bank hereunder,
   Executive shall also serve as, and the Company hereby appoints Executive
   during the term of his employment by the Bank hereunder to serve as,
   President and Chief Executive officer of the Company.  The services to be
   performed by the Executive shall include those normally performed by the
   President and Chief Executive Officer of similar banking organizations and
   as directed by the Board of Directors of the Company and the Bank,
   respectively, which are not inconsistent with the foregoing.  Executive
   agrees to devote his full business time to the rendition of such services,
   subject to absences for customary vacations and for temporary illnesses. 
   The Company and the Bank each agree that during the term of this Agreement
   it will not reduce the Executive's current job title, status or
   responsibilities without the Executive's consent.  Furthermore, Executive
   shall not be required, without his express written consent, to be based
   anywhere other than within the Oshkosh-Neenah/Menasha-Appleton
   metropolitan area, except for reasonable business travel in connection
   with the business of the Company and the Bank.  During the term of this
   Agreement, Executive shall also serve as a director of the Company
   (subject to being elected by shareholders) and the Bank.     

   1.3  Compensation.

        The Bank agrees to compensate, and the Company agrees to cause the
   Bank to compensate, the Executive for his services hereunder during the
   term of this Agreement by payment of a salary at the annual rate of
   $155,000 in such monthly, semi-monthly or other payments as are from time
   to time applicable to other executive officers of the Bank.  The
   Executive's salary may be increased from time to time during the term of
   this Agreement in the sole discretion of the Board of Directors of the
   Bank, but Executive's salary shall not be reduced below the level then in
   effect.  In addition, Executive shall be entitled to participate in
   incentive compensation plans as may from time to time be established by
   the Company or the Bank on an equivalent basis as other executive officers
   of the Company or the Bank (but recognizing differences in
   responsibilities among executive officers).

   1.4  Benefits.

        (a)  Executive shall be provided the following additional benefits,
   (i) participation in any stock option or other equity-based plan and any
   pension, profit-sharing, deferred compensation or other retirement plan,
   (ii) medical, dental and life insurance coverage consistent with coverages
   provided to other executive officers of the Bank (which initially will
   include a 30% co-pay by the Executive), (iii) the use of an automobile and
   membership or appropriate affiliation with a service club and a
   recreational club, (iv) reimbursement of business expenses reasonably
   incurred in connection with his employment and expenses incurred by his
   spouse when accompanying Executive, (v) paid vacations and sick leave in
   accordance with prevailing policies of the Bank, provided that allowed
   vacations shall in no event be less than four weeks per annum, and (vi)
   such other benefits as are provided to other executive officers of the
   Bank; provided that amounts allocated to Executive's personal use under
   clause (iii) above and additional charges for Executive's spouse pursuant
   to clause (iv) above shall be treated as taxable income to Executive in
   accordance with applicable Bank policies.

        (b)   If Executive shall become temporarily disabled or incapacitated
   to the extent that he is unable to perform the duties of President and
   Chief Executive Officer of the Company or the Bank for three (3)
   consecutive months, he shall nevertheless be entitled to receive 100
   percent of his compensation under Section 1.3 of this Agreement for the
   period of his disability up to three (3) months, less any amount paid to
   the Executive under any other disability program maintained by the Company
   or the Bank or disability insurance policy maintained for the benefit of
   Executive by the Company or the Bank.  Upon returning to active full-time
   employment, Executive's full compensation as set forth in this Agreement
   shall be reinstated.  In the event that Executive returns to active
   employment on other than a full-time basis with the approval of the Board
   of Directors of the Bank, then his compensation (as set forth in Section
   1.3 of this Agreement) shall be reduced proportionately based upon the
   fraction of full-time employment devoted by Executive to his employment
   and responsibilities at the Bank and the Company.  But, if he is again
   unable to perform the duties of President and Chief Executive Officer of
   the Company and the Bank hereunder due to disability or incapacity, he
   must have been engaged in active full-time employment for at least twelve
   (12) consecutive months immediately prior to such later absence or
   inability in order to qualify for the full or partial continuance of his
   salary under this Section (b). 

   1.5  Covenant Not to Compete.

        Executive acknowledges that the Company and the Bank would be
   substantially damaged by an association of Executive with a depository
   institution that competes for customers with the Company and the Bank. 
   Without the consent of the Company, Executive shall not at any time during
   the term of this Agreement or Executive's employment by the Bank, and for
   a period of one year thereafter (regardless of the reason for
   termination), (i) on behalf of himself or as agent of any other person
   solicit any person who was a customer of the Company or the Bank or any of
   their subsidiaries during the two year period prior to the termination of
   this Agreement or Executive's employment hereunder for the purpose of
   offering the same products or rendering the same services to such customer
   as were provided or proposed to be provided by the Company or the Bank or
   any of their subsidiaries to such customer as of the time of termination
   of Executive's employment, (ii) directly or indirectly, on Executive's
   behalf or in the service or on the behalf of others, render or be retained
   to render similar services as described in Section 1.2 hereof, whether as
   an officer, partner, trustee, consultant, or employee for any depository
   institution, which has a banking office located within 10 miles of any
   office of the Bank or any banking office of the Company in existence as of
   the Commencement Date or the beginning of any renewal period as provided
   in Section 1.1 hereof, provided, however, that Executive shall not be
   deemed to have breached this undertaking if (a) he renders services
   otherwise prohibited by this paragraph (ii) for a depository institution
   which has its home office located outside of the Wisconsin counties of
   Winnebago and Outagamie and he renders such services from a full-service
   banking office of such depository institution which is located outside
   these same Wisconsin counties, or (b) his sole relationship with any other
   such entity consists of his holding, directly or indirectly, an equity
   interest in such entity not greater than three percent (3%) of such
   entity's outstanding equity interest, or (iii) actively induce or solicit
   any employees of the Company or the Bank to leave such employ.  For
   purposes of this Section 1.5, "person" shall include any individual,
   corporation, partnership, trust, firm, proprietorship, venture or other
   entity of any nature whatsoever.

                                   ARTICLE II
                            TERMINATION OF EMPLOYMENT

   2.1  Voluntary Termination of Employment by Executive.

        Executive may terminate his employment hereunder at any time for any
   reason upon giving the Bank written notice, at least ninety (90) days
   prior to termination of employment.  Upon such termination, Executive
   shall be entitled to receive Executive's theretofore unpaid base salary in
   effect at the date such written notice is given for the period of
   employment up to the date of termination, and  Executive and his spouse
   and dependents will be entitled to further medical coverage, at his and/or
   their expense, to the extent required by COBRA.

   2.2  Termination of Employment for Death.

        If Executive's employment is terminated by reason of Executive's
   death, then Executive's personal representative shall be entitled to
   receive Executive's theretofore unpaid base salary for the period of
   employment up to the date of death.  Executive's spouse and dependent
   children shall continue to be entitled, at the expense of the Bank
   (subject to then existing co-payment features applicable under the Bank's
   medical insurance plan) if it is an insured plan, to further medical
   coverage to the extent permitted by COBRA; provided that, if the Bank's
   plan is not insured, the Bank will pay to Executive's spouse an additional
   monthly death benefit during the applicable COBRA period, based upon COBRA
   rates in effect at the time of Executive's death, in an amount equal to
   the COBRA rate plus taxes due on such cash payment; provided further that
   this benefit shall cease if the spouse and dependents cease to be eligible
   for COBRA coverage.

   2.3  Termination of Employment for Disability.

        If Executive becomes Totally and Permanently Disabled (as defined
   below) during the term of this Agreement, the Bank may terminate
   Executive's employment and this Agreement, except Section 1.5 and Article
   IV hereof, by giving Executive written notice of such termination not less
   than 5 days before the effective date thereof.  If Executive's employment
   and this Agreement are terminated pursuant to this Section 2.3, the Bank
   shall pay to Executive his theretofore unpaid base salary for the period
   of employment up to the date of termination, and the Company and the Bank
   shall have no further obligations to Executive under this Agreement,
   except for any COBRA obligations.  The Executive is Totally and
   Permanently Disabled for purposes of this Section 2.3 if he is disabled or
   incapacitated to the extent that he is unable to perform the duties of
   President and Chief Executive Officer of the Company or the Bank for more
   than three (3) consecutive months, and such disability or incapacity (i)
   is expected to continue for more than three (3) additional months as
   certified by a medical doctor of the Company's choosing which is not
   contradicted by a doctor of the Executive's choosing or (ii) shall have in
   fact continued for more than three (3) additional months.

   2.4  Termination of Employment by the Company for Just Cause.

        The Bank may terminate Executive's employment hereunder for Just
   Cause (as such term is defined below), in which case the Executive shall
   be entitled to receive Executive's theretofore unpaid base salary for the
   period of employment up to the date of termination, but shall not be
   entitled to any compensation or employment benefits pursuant to this
   Agreement for any period after the date of termination, or the
   continuation of any benefits except as may be required by law, including,
   at his own expense, COBRA.

        "Just Cause" shall mean personal dishonesty, incompetence, willful
   misconduct or breach of a fiduciary duty involving personal profit in the
   performance of his duties under this Agreement, intentional failure to
   perform stated duties (provided that such nonperformance has continued for
   10 days after the Bank has given written notice of such nonperformance to
   the Executive and its intention to terminate Executive's employment
   hereunder because of such nonperformance), willful violation of any law,
   rule or regulation (other than a law, rule or regulation relating to a
   traffic violation or similar offense), final cease-and-desist order,
   termination under the provisions of Section 2.7(b) and (c) or material
   breach of any provision of this Agreement.  

   2.5  Termination of Employment by the Bank Without Cause.

        The Bank may terminate Executive's employment hereunder without
   cause, in which case the Executive shall receive (a) his base salary under
   Section 1.3 hereof through the then remaining term of employment under
   Section 1.1, (b) his theretofore unpaid base salary for the period of
   employment up to the date of termination, (c) medical, dental and life
   insurance through the then remaining term of employment under Section 1.1
   consistent with the terms and conditions set forth in Section 1.4, to the
   extent the same can be provided under the insurance arrangements of the
   Bank in effect at the time of termination, (d) any other benefits to which
   Executive is entitled by law or the specific terms of the Bank's policies
   in effect at the time of termination of employment and (e) an amount equal
   to the product of  the Bank's annual aggregate contribution, for the
   benefit of the Executive in the fiscal year preceding termination, to all
   qualified retirement plans in which the Executive participated multiplied
   by the number of years in the then remaining term of employment under
   Section 1.1.  The benefit in (e) under this Section 2.5 shall be in
   addition to any benefit payable from any qualified or non-qualified plans
   or programs maintained by the Company or the Bank at the time of
   termination.  If the Bank's medical and dental plans are not insured, the
   medical and dental benefit in (c) shall be accomplished by the Bank paying
   to Executive an additional cash amount equal to the COBRA premium for such
   coverage, plus taxes on such amount, so that Executive may purchase the
   coverage on an after-tax basis.

   2.6  Termination of Employment Due to Change in Control.

        (a)  If, at any time after the date hereof, a "Change in Control" (as
   hereinafter defined) occurs and within twelve (12) months thereafter
   Executive's appointment as President or as Chief Executive Officer of the
   Company or his employment as President or as Chief Executive Officer of
   the Bank is involuntarily terminated (other than for Just Cause pursuant
   to Section 2.4) then the Executive shall be entitled to the benefits
   provided below.

             (i)  The Company shall promptly pay, or cause the Bank to pay,
   to the Executive an amount equal to the product of 2.99 times the
   Executive's "base amount" as defined in Section 280G(b)(3) of the Code
   (such "base amount" to be derived from Executive's compensation paid by
   the Company and the Bank).

             (ii)  During the term of this Agreement set forth in paragraph
   1.1 (including any renewal term), the Executive, his dependents,
   beneficiaries and estate shall continue to be covered under all employee
   benefit plans of the Company and the Bank, including without limitation
   the Company's and the Bank's pension and retirement plans, life insurance
   and health insurance as if the Executive was still employed by the Bank
   during such period under this Agreement; provided that coverage under the
   medical and dental plans of the Company and the Bank shall be handled as
   set forth in Section 2.5 above.

             (iii)     If and to the extent that benefits or services credit
   for benefits under Section 2.6(a)(ii) above shall not be payable or
   provided under any such plans to the Executive, his dependents,
   beneficiaries and estate, by reason of his no longer being an employee of
   the Bank as a result of termination of employment, the Company shall
   itself, or shall cause the Bank to, pay or provide for payment of such
   benefits and service credit for benefits to the Executive, his dependents,
   beneficiaries and estate.  Any such payment relating to retirement shall
   commence on a date selected by the Executive which must be a date on which
   payments under the Company or Bank's qualified pension plan or successor
   plan may commence.

        (b)  (i)  Anything in this Agreement to the contrary notwithstanding,
   it is the intention of the Company, the Bank and the Executive that no
   portion of any payment under this Agreement, or payments to or for the
   benefit of the Executive under any other agreement or plan, be deemed an
   "Excess Parachute Payment" as defined in Section 280G of the Code, or its
   successors.  It is agreed that the present value of any payment to or for
   the benefit of the Executive in the nature of compensation, receipt of
   which is contingent on the occurrence of a Change in Control, and to which
   Section 280G of the Code applies (in the aggregate "Total Payments") shall
   not exceed an amount equal to one dollar less than the maximum amount that
   the Company and the Bank may pay without loss of deduction under Section
   280(G)(a) of the Code.  Present value for purposes of this Agreement shall
   be calculated in accordance with Section 280G(d)(4) of the Code.  Within
   sixty days (60) following the earlier of (1) the giving of notice of
   termination of employment or (2) the giving of notice by the Company to
   the Executive of its belief that there is a payment or benefit due the
   Executive, the Company, at the Company's expense, shall obtain the opinion
   of the Company's public accounting firm (the "Accounting Firm"), which
   opinion need not be unqualified, which sets forth: (a) the amount of the
   Base Period Income of the Executive (as defined in Code Section 280G), (b)
   the present value of Total Payments and (c) the amount and present value
   of any Excess Parachute Payments.  In the event that such opinion
   determines that there would be an Excess Parachute Payment, the payment
   hereunder shall be modified, reduced or eliminated as specified by the
   Executive in writing delivered to the Company within thirty (30) days of
   his receipt of such opinion or, if the Executive fails to so notify the
   Company, then as the Company shall reasonably determine, so that under the
   bases of calculation set forth in such opinion there will be no Excess
   Parachute Payment.  In the event that the provisions of Sections 280G and
   4999 of the Code are repealed without succession, this Section shall be of
   no further force or effect.

             (ii) In the event that the Accounting Firm is serving as
   accountant or auditor for the individual, entity or group effecting the
   Change in Control, the Executive shall appoint another nationally
   recognized public accounting firm to make the determinations required
   hereunder (which accounting firm shall then be referred to as the
   Accounting Firm under Section 2.6(b)).  All fees and expenses of the
   Accounting Firm shall be borne solely by the Company.  Any determination
   by the Accounting Firm shall be binding upon the Company and the
   Executive.

        (c)  For purposes of Section 2.6 of this Agreement, a "Change in
   Control" shall be deemed to have occurred if:

             (i)  a third person, including a "group" as defined in Section
   13(d)(3) of the Securities Exchange Act of 1934 (as in effect on the date
   hereof), becomes the beneficial owner of shares of the Company having 20%
   or more of the total number of votes that may be cast for the election of
   directors of the Company, including for this purpose any shares
   beneficially owned by such third person or group as of the date hereof; or

             (ii) as the result of, or in connection with, any cash tender or
   exchange offer, merger or other business combination, sale of assets or
   contested election, or any combination of the foregoing transactions (a
   "Transaction"), the persons who were directors of the Company before the
   Transaction shall cease to constitute a majority of the Board of Directors
   of the Company or any successor to the Company. (In the event of any
   reorganization involving the Company in a transaction initiated by the
   Company in which the shareholders of the Company immediately prior to such
   reorganization become the shareholders of a successor or ultimate parent
   company of the Company resulting from such reorganization and the persons
   who were directors of the Company immediately prior to such reorganization
   constitute a majority of the Board of Directors of such successor or
   ultimate parent, no "Change in Control" shall be deemed to have taken
   place solely by reason of such reorganization, notwithstanding the fact
   that the Company may have become the wholly-owned subsidiary of another
   company in such reorganization and the Board of Directors thereof may have
   been reconstituted, and thereafter the term "Company" for purposes of this
   paragraph shall refer to such successor or ultimate parent company.); or

             (iii)     a third person, including a "group" as defined in
   Section 13(d)(3) of the Securities Exchange Act of 1934 (as in effect on
   the date hereof), acquires control, as defined in 12 C.F.R. Section 
   574.4, or any successor regulation, of the Company which would require the
   filing of an application for acquisition of control or notice of change in
   control in a manner set forth in 12 C.F.R. Section  574.3, or any
   successor regulation; or

             (iv) The terms "termination" or  "involuntarily terminated" in
   this Agreement shall refer to the termination of the employment of
   Executive by the Bank without his express written consent.  In addition,
   for purposes of this Agreement, a material diminution  or interference
   with the Executive's duties, responsibilities and benefits as President
   and Chief Executive Officer of the Company or the Bank shall be deemed and
   shall constitute an involuntary termination of employment to the same
   extent as express notice of such involuntary termination.  By way of
   example and not by way of limitation, any of the following actions, if
   unreasonable or materially adverse to the Executive shall constitute such
   diminution or interference unless consented to in writing by the
   Executive: (1) a change in the principal work place of the Executive to a
   location outside a twenty-five mile radius from the Company's headquarters
   at 420 South Koeller Street, Oshkosh, Wisconsin; (2) a material reduction
   in the secretarial or other administrative support of the Executive; (3) a
   material demotion of the Executive, a material reduction in the number or
   seniority of other Company or Bank personnel reporting to the Executive,
   or a reduction in the frequency with which, or in the nature of the
   matters with respect to which, such personnel are to report to the
   Executive, other than as part of a Company-wide or Bank-wide reduction in
   staff; and (4) a reduction or adverse change in the salary,  perquisites,
   benefits, contingent benefits or vacation time which had theretofore been
   provided to the Executive, other than as part of an overall program
   applied uniformly and with equitable effect to all executive officers of
   the Company or the Bank.

   2.7  Termination or Suspension of Employment as Required by Law.

        Notwithstanding anything in this Agreement to the contrary, the
   following provisions shall limit the obligation of the Bank to continue
   employing Executive, but only to the extent required by the applicable
   regulations of the OTS (12 C.F.R. Section  563.39), or similar succeeding
   regulations:

        (a)  If the Executive is suspended and/or temporarily prohibited from
   participating in the conduct of the Bank's affairs by a notice served
   under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12
   U.S.C.  Section  1818(e)(3) and (g)(1)) the Bank's obligations under this
   Agreement shall be suspended as of the date of service of notice, unless
   stayed by appropriate proceedings.  If the charges in the notice are
   dismissed, the Bank may in its discretion (i) pay the Executive all or
   part of the compensation withheld while its contract obligations hereunder
   were suspended and (ii) reinstate (in whole or in part) any of its
   obligations which were suspended.

        (b)  If the Executive is removed and/or permanently prohibited from
   participating in the conduct of the Bank's affairs by an order issued
   under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12
   U.S.C. Section  1818(e)(4) or (g)(1)) all obligations of the Bank under
   this Agreement shall terminate as of the effective date of the order.

        (c)  If the Bank is in default (as defined in Section 3(x)(1) of the
   Federal Deposit Insurance Act), the obligation to Executive hereunder
   shall terminate as of the date of default.

        (d)  All obligations under this Agreement may be terminated:  (i) by
   the Director of the Office of Thrift Supervision (the "Director") or his
   or her designee at the time the Federal Deposit Insurance Company enters
   into an agreement to provide assistance to or on behalf of the Bank under
   the authority contained in Section 13(c) of the Federal Deposit Insurance
   Act and (ii) by the Director, or his or her designee at the time the
   Director or such designee approves a supervisory merger to resolve
   problems related to operation of the Bank or when the Bank is determined
   by the Director to be in an unsafe or unsound condition.

        (e)  Termination pursuant to subparagraph (d) of this Section 2.7
   shall be treated as a termination by the Bank without cause entitling
   Executive to benefits payable under Section 2.5.  Termination pursuant to
   subparagraph (a), (b) or (c) shall be treated as a termination for Just
   Cause under Section 2.4.  Termination under this Section 2.7 shall not
   affect other rights hereunder which are vested at the time of termination.

   2.8  Limitation on Termination or Disability Pay.

        Any payments made to the Executive pursuant to this Agreement or
   otherwise are subject to and conditioned upon their compliance with 12
   U.S.C. Section  1828(k) and any regulations promulgated thereunder.  Total
   compensation paid to the Executive upon termination shall not exceed the
   limitations set forth in OTS Regulatory Bulletin RB-27a, dated March 5,
   1993.  If any provision regarding termination contained herein conflicts
   with 12 C.F.R. Section  563.39(b), the latter shall prevail.

                                   ARTICLE III
                             LEGAL FEES AND EXPENSES

        The Company shall pay, or shall cause the Bank to pay, all legal fees
   and expenses which the Executive may incur as a result of the Company or
   the Bank contesting the validity or enforceability of this Agreement,
   provided that the Executive is the prevailing party in such contest or
   that any dispute may otherwise be settled in favor of the Executive.  The
   Executive shall be entitled to receive interest thereon for the period of
   any delay in payment from the date such payment was due at the rate
   determined by adding two hundred basis points to the six-month Treasury
   Bill rate.

                                   ARTICLE IV
                                 CONFIDENTIALITY

        Executive acknowledges that he now has, and in the course of his
   employment will have, access to important and confidential information
   regarding the business and services of the Company, the Bank and their
   subsidiaries, as well as similar information regarding OSB Financial and
   its subsidiaries relating to his previous employment by that company, and
   that the disclosure to, or the use of such information by, and business in
   competition with the Company, the Bank or their subsidiaries shall result
   in substantial and undeterminable harm to the Company, the Bank and their
   subsidiaries.  In order to protect the Company, the Bank and their
   subsidiaries against such harm and from unfair competition, Executive
   agrees with the Company and the Bank that while employed by the Bank and
   at any time thereafter, Executive will not disclose, communicate or
   divulge to anyone, or use in any manner adverse to the Company, the Bank
   or their subsidiaries any information concerning customers, methods of
   business, financial information or other confidential information of the
   Company, the Bank, their subsidiaries or similar information regarding OSB
   Financial and its subsidiaries, except for information as is in the public
   domain or ascertainable through common sources of public information
   (otherwise than as a result of any breach of this covenant by Executive).

                                    ARTICLE V
                               GENERAL PROVISIONS

   5.1  Inquiries Regarding Proposed Activities.

        In the event Executive shall inquire in writing of the Company
   whether any proposed action on the part of Executive would be considered
   by the Company or the Bank to be prohibited by or in breach of the terms
   of this Agreement, the Company shall have 30 days after receipt of such
   notice to express in writing to Executive its position with respect
   thereof and in the event such writing shall not be given to Executive,
   such proposed action, as set forth in the writing of the Executive, shall
   not be deemed to be a violation of or breach of this Agreement.

   5.2  No Duty of Mitigation.

        The Executive shall not be required to mitigate the amount of any
   payment or benefit provided for in this Agreement by seeking other
   employment or otherwise, nor shall the amount of any payment or benefit
   provided for in this Agreement be reduced by any compensation earned by
   the Executive as the result of employment by another employer, by
   retirement benefits after the date of termination of this Agreement or
   otherwise.
     
   5.3  Successors.

        This Agreement may be assigned by the Company or the Bank to any
   other business entity that is directly or indirectly controlled by the
   Company or the Bank.  This Agreement may not be assigned by the Company or
   the Bank except in connection with a merger involving the Company or the
   Bank or a sale of substantially all of the assets of the Company or the
   Bank, and the respective obligations of the Company and the Bank provided
   for in this Agreement shall be the binding legal obligations of any
   successor to the Company or the Bank by purchase, merger, consolidation,
   or otherwise.  This Agreement may not be assigned by the Executive during
   his life, and upon his death will be binding upon and inure to the benefit
   of his heirs, legatees and the legal representatives of his estate. 

   5.4  Notice.

        For the purposes of this Agreement, notices and all other
   communications provided for in this Agreement shall be in writing and
   shall be deemed to have been duly given when personally delivered or sent
   by certified mail, return receipt requested, postage prepaid, addressed to
   the respective addresses set forth on the signature page of this Agreement
   (provided that all notices to the Company and the Bank shall be directed
   to the attention of the Board of Directors of the Company and/or the Bank,
   as the case may be, with a copy to the Secretary of the Company and/or the
   Bank, as the case may be), or to such other address as either party may
   have furnished to the other in writing in accordance herewith.

   5.5  Amendments.

        No amendment or additions to this Agreement shall be binding unless
   in writing and signed by all parties, except as herein otherwise provided.

   5.6  Severability.

        The provisions of this Agreement shall be deemed severable and the
   invalidity or unenforceability of any provision shall not affect the
   validity or enforceability of the other provisions hereof.

   5.7  Governing Law.

        This Agreement shall be governed by the laws of the United States to
   the extent applicable and otherwise by the internal laws of the State of
   Wisconsin.

   5.8  Entire Agreement.

        This Agreement constitutes the entire agreement among the parties
   with respect to the subject matter hereof and supersedes all prior
   agreements and understanding among the parties with respect to the subject
   matter hereof, including, without limitation, the Prior Agreement.

             IN WITNESS WHEREOF, the parties have executed this Agreement as
   of the day and year first above written.

                                 FCB FINANCIAL CORP.


                                  /s/ Donald D. Parker                       
                                 Donald D. Parker
                                 Chairman of the Board of Directors
   Address:  420 South Koeller Street
             Oshkosh, Wisconsin 54901

                                 FOX CITIES BANK, F.S.B.


                                  /s/ Donald D. Parker                       
                                 Donald D. Parker
                                 Chairman of the Board of Directors
   Address:  420 South Koeller Street
             Oshkosh, Wisconsin 54901

                                 EXECUTIVE


                                  /s/ James J. Rothenbach                    
                                 James J. Rothenbach
   Address:  2550 Lamplight Court
             Oshkosh, Wisconsin 54904