**EXHIBIT
      10.21**




**CONSULTING
      AGREEMENT**




Agreement
      made this 1st day of February, 2007, by and between MERCHANTS AND MANUFACTURERS
      BANCORPORATION, INC., a Wisconsin corporation ("Merchants"), which maintains
      its
      principal office at 5445 South Westridge Drive, New Berlin, Wisconsin, and
      EDWARD H. CICHURSKI, an individual ("Consultant").




**RECITALS**




WHEREAS,
      Merchants is a multi-bank holding company with several wholly-owned subsidiaries
      desiring to provide management continuity and stability within its organization;
      and




WHEREAS,
      Consultant is experienced in the business of banking and would be of substantial
      value to Merchants and several of its subsidiary banks; and




WHEREAS,
      Merchants and Consultant have voluntarily terminated the Executive Employment
      Agreement dated September 8, 2000, by and between Merchants and Consultant
      (the "Employment Agreement"), effective January 31, 2007; and




WHEREAS,
      Merchants does desire to engage an independent consultant with the experience
      and expertise of Consultant to assist in various activities as set forth
      hereunder; and




WHEREAS,
      Consultant is willing to assist Merchants on a nonexclusive basis on certain
      specific terms and conditions,




NOW
      THEREFORE, as an inducement to Consultant to consult with and advise Merchants
      in those matters which are within the area of his expertise; and for good and
      other valuable consideration; and on the terms, provisions, and conditions
      hereof, the parties agree as follows:




**SECTION
      ONE**


**INCORPORATION
      BY REFERENCE**




The
      foregoing recitals are incorporated herein by this reference; and this agreement
      shall be construed by reference thereto.




**SECTION
      TWO**


**NATURE
      AND TERM OF SERVICE**




Merchants
      agrees to engage the services of Consultant and Consultant agrees to perform
      services as Consultant for a term which shall continue from the date hereof
      for
      a period of seven (7) years unless terminated pursuant to Section Six below
      (the
      "Consulting Term").







Consultant
      shall make reasonable efforts to be available to work at reasonable periods
      of
      time, upon reasonable notice, for the purposes of performing the services
      required by Merchants, the nature of which are described more fully in this
      agreement; upon the specific condition however, that such services shall be
      within the expertise of Consultant as known to Merchants, and as reasonably
      agreed upon by Merchants and Consultant.




**SECTION
      THREE**


**DUTIES
      AND RESPONSIBILITIES**




During
      the term of this agreement the Consultant shall devote his nonexclusive services
      to the discharge of any duties and responsibilities delegated to him by the
      Chairman of Merchants, for the purposes contemplated by this agreement and
      specifically within the expertise of Consultant.  Said duties shall
      include:




Consultant
      will work closely with the Chairman of Merchants and with other Officers
      specified by him in an effort to efficiently and expertly accomplish any task
      that is delegated to him, but that Consultant will use his own knowledge and
      skills in the discharge of the duties that are delegated to him, all within
      reasonable commercial standards and in compliance with all pertinent federal
      and
      state banking laws and regulations.




Nothing
      in this agreement shall be construed to give either party the power to direct
      or
      control the daily activities of the other party, to constitute the parties
      as
      employer/employee, principal and agent, partners, joint venturers or otherwise
      as participants in a joint undertaking or allow either party to create or assume
      any obligation on behalf of the other party for any purpose
      whatsoever.




**SECTION
      FOUR**


**COMPENSATION**




In
      consideration of all services rendered during the term of this agreement,
      including any necessary travel time, Consultant shall be compensated at a rate
      of $65,000 per year adjusted annually for inflation in accordance with the
      Consumer Price Index, Midwest Region All Items, 1982-84, which compensation
      shall be due and payable in equal installments at the end of each
      month.  In addition, Consultant shall be reimbursed for reasonable
      out-of-pocket expenses regarding business development.




Merchants
      will not deduct federal, state, and social security taxes, or workman's
      compensation, or unemployment insurance premiums, from such compensation, the
      payment of which shall be the sole and exclusive responsibility of Consultant
      as
      an independent contractor.  Consultant shall also be responsible for
      any and all pertinent benefit items including, but not limited to, retirement
      plan contributions, and medical and dental insurance premiums.




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**SECTION
      FIVE**


**RELATIONSHIP
      OF PARTIES**




The
      parties to this agreement stipulate that Consultant is an individual, and that
      the relationship created by this agreement is that of a principal-independent
      contractor, that Consultant is not an employee of Merchants or any of its
      subsidiaries and that Consultant is not entitled to benefits normally provided
      by Merchants to an employee.  It is further agreed and understood that
      by reason of the independent contractor status of Consultant, Merchants will
      not
      withhold from compensation paid to Consultant any sums for federal and state
      withholding taxes and/or FICA taxes, and/or unemployment or workmen's
      compensation insurance.




Consultant
      may operate his business for the benefit of others during those periods when
      Consultant is not performing work under this contract for
      Merchants.




Consultant
      will be responsible for, and shall hold Merchants harmless by reason of any
      negligence, or intentional acts or omissions that may cause damage to any person
      or party as a result of his performance of this agreement.




**SECTION
      SIX**


**TERMINATION**




Merchants
      may terminate this agreement immediately upon written notice to the Consultant
      (a) for "Cause" (as defined below) or (b) if Consultant materially
      breaches this agreement or his obligations under Section 7(ii) of the
      Employment Agreement and such breach continues for a period of 15 days
      after written notice from Merchants.  Further, this agreement will
      terminate upon the death or disability of Consultant.




For
      purposes of this agreement, "Cause" shall mean:




(a)
            A
                failure by Consultant to substantially perform his duties (other
                than
                failure resulting from incapacity) after a written demand by Merchants,
                which demand identifies, with reasonable specificity, the manner
                in which
                the Board of Directors of Merchants (the "Board") believes Consultant
                has
                not substantially performed, and Consultant's failure to cure within
                fifteen (15) days after his receipt of this
                notice;




(b)
            A
                criminal conviction of or plea of *nolo contendere* by Consultant
                for any act involving dishonesty, breach of trust or a violation
                of the
                banking laws of the State of Wisconsin or the United States which,
                in the
                reasonable judgment of the Board, is substantially related to the
                Consultant's position with Merchants or substantially impairs the
                Consultant's ability to perform his duties with
                Merchants;




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(c)
            A
                criminal conviction of or plea of *nolo contendere* by Consultant
                for the commission of any felony which, in the reasonable judgment
                of the
                Board, is substantially related to the Consultant's services to Merchants
                or substantially impairs the Consultant's ability to perform his
                services
                for Merchants;




(d)
            A
                breach of fiduciary duty by Consultant involving personal
                profit;




(e)
            A
                willful violation of any law, rule or order by Consultant (other
                than
                traffic violations or similar offenses) which, in the reasonable
                judgment
                of the Board, is substantially related to the Consultant's services
                to
                Merchants or substantially impairs the Consultant's ability to perform
                his
                services for Merchants; or




(f)
            the
                Consultant's engagement in gross misconduct or a material breach
                of any
                provision of this agreement which results in a demonstrably material
                injury to Merchants, monetary or otherwise, provided such misconduct
                or
                breach was not in good faith and he had no reasonable belief such
                act or
                omission was in the best interests of Merchants and its
                shareholders.




For
      purposes of this Section Six, no act, or failure to act, on Consultant's part
      shall be deemed "willful" unless done, or omitted to be done, by Consultant
      not
      in good faith and without reasonable belief that the action or omission was
      in
      the best interest of Merchants.




**SECTION
      SEVEN**


**CONFIDENTIALITY**




Consultant
      acknowledges that any information Consultant has obtained or will obtain in
      the
      future regarding the operation of Merchants or its affiliates, its products,
      services, policies or any other aspect of its business is confidential; and
      shall not be reveled or disclosed to any person, company, or other entity
      without the express written permission of Merchants and shall not be used by
      Consultant except in the performance of his duties on behalf of Merchants.
      Consultant acknowledges that he is aware of, and will adhere to, the
      restrictions of the privacy provisions of the Gramm-Leach-Bliley Act, and as
      amended from time-to-time.  This provision shall be in full force and
      effect from the effective date of this agreement, and shall survive the
      termination of this agreement unless extended due to the provisions of any
      pertinent law or statute.




The
      parties agree that nothing in this agreement shall be construed to limit or
      negate the common or statutory law of torts or trade secrets where it provides
      either party with broader protection than that provided herein.




4


**SECTION
      EIGHT**


**CHANGES
      AND ALTERATIONS**




No
      change, alteration, amendment, modification, or addition to this agreement
      shall
      be effective unless in writing and properly executed by the parties
      hereto.





**SECTION
      NINE**


**ASSIGNMENT**




This
      agreement may not be assigned or otherwise transferred by either party
      hereto.




**SECTION
      TEN**


**OTHER
      AGREEMENTS**




This
      agreement supersedes all previous agreements and understandings with respect
      to
      the matters covered hereby.  Agreements dated prior to the execution
      of this agreement between Consultant and Merchants are hereby amended to conform
      to this agreement. Consultant and Merchants agree that the Employment Agreement
      has been voluntarily terminated by Consultant and no further amounts or
      obligations are owing to or from Consultant or Merchants
      thereunder.  Notwithstanding the foregoing, the provisions of
      Section 7(ii) of the Employment Agreement shall continue and apply in
      accordance with their terms.




**SECTION
      ELEVEN**


**APPLICABLE
      LAW**




This
      agreement and any disputes relating thereto shall be construed under and
      pursuant to the laws of the State of Wisconsin.




**SECTION
      TWELVE**


**CONTRACT
      TERMS EXCLUSIVE**




This
      agreement constitutes the entire agreement between the parties hereto and the
      parties acknowledge and agree that neither of them has made any representations
      with respect to the subject matter of this agreement, or any representations
      inducing the execution and delivery hereof; except as specifically set forth
      herein; and each of the parties hereto acknowledge that he or it has relied
      on
      its own judgment in entering the same.




**SECTION
      THIRTEEN**


**FACSIMILE
      SIGNATURE; COUNTERPARTS**




This
      agreement may be executed by facsimile signature and in counterparts, each
      of
      which shall be deemed an original but both of which taken together shall
      constitute one and the same instrument.




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**SECTION
      FOURTEEN**


**WAIVER**




The
      failure of any party to assist, in any one or more instances, upon the
      performance of any of the terms of this agreement shall not be construed as
      a
      waiver or a relinquishment of any right granted hereunder for the future
      performance of any such term, covenant or condition.




IN
      WITNESS WHEREOF, the parties hereto have executed this agreement on the date
      first written above.




CONSULTANT/s/
                Edward H.
                Cichurski
              Edward H.
                CichurskiMERCHANTS
                AND MANUFACTURERS
              BANCORPORATION,
                INC./s/
                Michael J.
                Murry
              Michael J.
                Murray, Chairman of
              the
                Board






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