**EXHIBIT
      10.14**




**FIRST
      AMENDMENT TO**




**EMPLOYMENT
      AGREEMENT**




This
      First Amendment to the Executive Employment Agreement between the parties is
      dated as of January 2, 2006, between LINCOLN STATE BANK, A Wisconsin
      Corporation ("Employer") and CONRAD C. KAMINSKI (the "Executive"), a
      resident of the state of Wisconsin.




**RECITALS**




A.
            The
                parties entered into an Employment Agreement dated January 2, 1996
                (the "Agreement");




B.
            The
                parties herewith desire to amend the Agreement in accordance with
                the
                terms of this First Amendment.




**AGREEMENTS**




In
      consideration of the promises and mutual covenants contained herein and in
      the
      Agreement, the parties agree as follows:




1.      The
      following Paragraphs of the Agreement shall be amended as follows:




A.
            Paragraph
                Three, Position and Duties, shall be amended to provide that Executive
                shall cease serving in the capacity of President and Chief Executive
                Officer of Employer as of January 1, 2006 and shall serve in a
                capacity as described herein.  Executive shall assist and take
                direction from the Chairman / CEO of Merchants relating to duties
                involving sustaining and advancing the growth of Merchants through
                acquisition, the raising of capital resources and other related
                areas.  Executive shall also participate in activities involving
                relationships with investment bankers providing services to Merchants,
                as
                well as other activities which the Chairman / CEO of Merchants shall
                direct Executive to perform.  All other provisions of said
                Paragraph Three shall remain in force and be of their original
                affect.




2.      All
      other provisions of the Agreement shall remain in force and be of their original
      affect.




**IN
      WITNESS WHEREOF**, the undersigned have duly executed this First
      Amendment as of the date first above written.




**[Signatures
      appear on the next page]**










**EXECUTIVE**
              
              /s/
                Conrad C.
                Kaminski
              Conrad
                C. Kaminski**LINCOLN
                STATE BANK**
              
              By: /s/
                Nicholas
                Logarakis
              Name:  Nicholas
                Logarakis
              Title:  Chairman
                of the Board of Directors





2


**ASSIGNMENT
      OF EXECUTIVE EMPLOYMENT AGREEMENT**




Lincoln
      State Bank, herein referred to as assignor, a Wisconsin corporation organized
      and existing under the laws of the State of Wisconsin, with its principal office
      located at 1000 North Water Street, Milwaukee, WI, for value received
      hereby assigns, orders, and transfers to Merchants and Manufacturers
      Bancorporation, Inc., a corporation organized and existing under the laws of
      the
      State of Wisconsin, with its principal office located at 5445 South
      Westridge Drive, New Berlin, WI, all the rights, title, and interest
      of assignor in and to the Executive Employment Agreement made as of
      January 2, 1996, between Assignor and Conrad C. Kaminski, said
      Executive Employment Agreement is incorporated in this assignment by
      reference.




The
      assignment shall be binding on and inure to the benefit of the parties to this
      assignment and their successors and assigns.




[Signatures
      Begin on the Next Page]





3


**IN
      WITNESS WHEREOF, Lincoln State Bank** has caused this assignment to be
      executed at Milwaukee, WI, this 1st day of January, 2006.





**LINCOLN
      STATE BANK**




By:
      /s/ Nicholas
      Logarakis





**ACCEPTANCE**




Merchants
      and Manufacturers Bancorporation, Inc. assignees, named in the above assignment,
      accepts the above Executive Employment Agreement by assignment and agrees to
      each and all of the covenants and conditions in such Executive Employment
      Agreement.





**MERCHANTS
      AND MANUFACTURERS**


**BANCORPORATION,
      INC.**




By:
      /s/ Michael J.
      Murry




**CONSENT
      OF EXECUTIVE**




Conrad C.
      Kaminski, the named Executive in the above Executive Employment Agreement hereby
      consents to the above assignment and acknowledges the validity of the assignment
      under the terms and conditions of the Executive Employment
      Agreement.




/s/
      Conrad C.
      Kaminski






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