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                             HALLMARK CAPITAL CORP.
                  1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
                        [AS AMENDED ON OCTOBER 22, 1996,
                     (TO BE EFFECTIVE ON NOVEMBER 1, 1996);
                         AS AMENDED ON AUGUST __, 1997
                     (TO BE EFFECTIVE ON OCTOBER 30, 1997)]

I. PURPOSE.

  The purpose of the Hallmark Capital Corp. (the "Holding Company") 1993 Stock
Option Plan for Outside Directors (the "Directors' Option Plan") is to promote
the growth and profitability of the Holding Company and West Allis Savings Bank
(the "Bank") by providing Outside Directors of the Holding Company and its
affiliates (including the Bank) with an incentive to achieve long-term
objectives of the Holding Company and to attract and retain non-employee
directors of outstanding competence by providing such Outside Directors with an
opportunity to acquire an equity interest in the Holding Company.


II.  GRANT OF OPTIONS.

  (a)  Initial Grant.  Each Outside Director (for purposes of this Directors'
Option Plan, the term "Outside Director" shall mean a member of the Board of
Directors of the Holding Company or any of its affiliates not also serving as
an employee of the Holding Company or any of its affiliates), serving in such
capacity on the date of the Holding Company's initial public offering and at
the effective date of this Directors' Option Plan, shall be granted
non-statutory stock options to purchase shares of the common stock of the
Holding Company ("Common Stock") subject to adjustment as provided in Section V
hereof. All Outside Directors shall be granted options for 12,031 shares of
Common Stock issued in connection with the conversion of the Bank to stock form
("Conversion").  The purchase price per share of the Common Stock deliverable
upon the exercise of each non-statutory stock option shall be the initial
public offering price of the Common Stock sold in connection with the
Conversion.  The effective date of these initial grants shall be the effective
date of the Directors' Option Plan as defined in Section VI hereof ("Effective
Date").

  All specific references provided in this Section II(a) with respect to grants
or total options available are based on the assumption that 1,375,000 shares of
Common Stock of the Company will be issued in the Conversion.  In the event of
issuance of a greater or lesser number of Common Shares, all specific
references to numbers of option grants or total options shall be increased or
decreased proportionately.

  (b)  Subsequent Grants to Outside Directors.  To the extent options are
available for grant under the Directors' Option Plan, the Board of Directors
shall have the authority to grant options to one or more Outside Directors in
its discretion.  The purchase price per share shall equal the Fair Market Value
of the Common Stock on the date the option is granted as determined under
paragraph (d) of this Section II.

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  (c)  Ineligibility.  An option under the Directors' Option Plan shall not be
granted to any Outside Director who at any previous time was an employee of
either the Holding Company or the Bank and in such capacity was eligible to
receive any options to purchase Common Stock.

  (d)  Fair Market Value.  For purposes of the Directors' option Plan, when
used in connection with Common Stock on a certain date, Fair Market Value means
the average of the bid and ask prices of the Common Stock as reported by the
National Association of Securities Dealers Automated Quotation System (as
published by the Wall Street Journal "NASDAQ", if published) on the effective
date of the grant, or if the Common Stock was not traded on such date, on the
next preceding day on which the Common Stock was traded thereon. For purposes
of the grant of options in the Conversion as defined in Section VI hereof, of
the Bank, Fair Market Value shall mean the initial public offering price of the
Common Stock.

  (e)  Disability.  The permanent and total inability by reason of mental or
physical infirmity, or both, of an Outside Director to perform the work
customarily assigned to him.


III. EARNING OF OPTIONS.

  (a)  General Rules.

       (i)  Initial Grants.  Options shall be earned by an Outside Director at
   the rate of thirty-three and one third percent (33 1/3%) of the
   aggregate number of Options granted at the end of each full twelve months of
   consecutive service with the Bank or the Holding Company after the date of
   the grant.  If the service of a Director is terminated prior to the third
   anniversary of the date of grant of the Option for any reason (except as
   specifically provided in Subsections (b) and (c) below), the Outside
   Director shall forfeit the right to earn any options which have not
   theretofore been earned.

       (ii) Subsequent Grants.  To the extent options are available for
   subsequent grants under the Directors' Option Plan, and the Board of
   Directors authorizes grants to Outside Directors under paragraph (b) of
   Section II, the Board of Directors shall have the authority to determine the
   vesting schedule applicable to such grants in its sole discretion.

       (iii)  Rounding.  In determining the number of Options which are
   earned, fractional shares shall be rounded down to the nearest whole
   number, provided that such fractional shares shall be aggregated and earned,
   on the last anniversary in which the Option vests.





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  (b)  Exception for Terminations Due to Death or Disability. Notwithstanding
the general rule contained in Section (a) above, all Options held by an Outside
Director whose service as a Director with the Bank or Holding Company
terminates due to death or Disability, shall be deemed earned as of the Outside
Director's last day of service as a Director with the Bank or the Holding
Company.

  (c)  Exception for Terminations After a Change in Control. Notwithstanding
the general rule contained in Section (a) above, all Options held by a Director
whose service on the Board of Directors of the Bank or Holding Company
terminates following a change in control of the Bank or Holding Company, shall
be deemed earned as of the Outside Director's last day of service as an Outside
Director with the Bank or the Holding Company.  For purposes of determining
under the Plan whether there has been a change in control of the Bank or the
Holding Company, a "Change in Control" of the Bank or the Holding Company means
a "Change in Control" of a nature that (i) would be required to be reported in
response to Item 1 of the current report on Form 8-K, as in effect on the date
hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"); or (ii) results in a Change in Control of the
Bank or the Holding Company within the meaning of the Home Owners Loan Act of
1933 and the Rules and Regulations promulgated by the Office of Thrift
Supervision (or its predecessor agency), as in effect on the effective date of
this Plan; or (iii) without limitation such a Change in Control shall be deemed
to have occurred at such time as (a) any "person" (as the term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Bank or the Holding Company representing 20%
or more of the Bank's or the Holding Company's outstanding securities
ordinarily having the right to vote at the election of directors except for any
securities of the Bank purchased by the Holding Company in connection with the
conversion of the Bank to the stock form and any securities purchased by the
Bank's employee stock benefit plans; or (b) individuals who constitute the
Board on the date hereof (the "Incumbent Board"), cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved by a vote of
at least three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by the Holding Company's shareholders was
approved by the same Nominating Committee serving under an Incumbent Board,
shall be, for purposes of this clause (b), considered as though he were a
member of the Incumbent Board; or (c) a Plan of reorganization, a merger,
consolidation, sale or substantially all the assets of the Bank or the Holding
Company or similar transaction in which the Bank or Holding Company is not the
surviving institution occurs; or (d) a proxy statement soliciting proxies from
stockholders of the Holding Company, by someone other than the current
management of the Holding Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Holding Company or the Bank or
similar transaction with one or more corporations as a result of which the
outstanding shares of the class of securities then subject to such plan or
transaction are exchanged for or converted into cash or property or securities
not issued by the Bank or the Holding Company shall be distributed; or (e) a
tender offer is made for 20% or more of the voting securities of the Bank or
the Holding Company.





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IV.  TERMS AND CONDITIONS.

  (a)  Option Agreement.  Each option shall be evidenced by a written option
agreement between the Holding Company and the Outside Director specifying the
number of shares of Common Stock that may be acquired through its exercise and
containing such other terms and conditions which are not inconsistent with the
terms of this plan.

  (b)  Termination of Options.  Each option shall expire upon the earlier of
(i) one hundred and twenty (120) months following the date of grant, or (ii)
one (1) year following the date on which the Outside Director ceases to serve
in such capacity for any reason other than removal for cause; provided,
however, that if the Participant's service on the Board of Directors is
terminated prior to the date the Plan initially is presented to the
shareholders of the Company for ratification, the option may not be exercised
prior to the date of the shareholders meeting regarding such ratification but
shall remain exercisable for a period of one year from the date of such
meeting.  If the Outside Director dies before fully exercising any portion of
an option then exercisable, such option may be exercised by such Outside
Director's personal representative(s), heir(s) or devisee(s) at any time within
the one (1) year period following his or her death; provided, however, that in
no event shall the option be exercisable: (i) more than one hundred and twenty
(120) months after the date of its grant; or (ii) more than one year following
the date on which the outside director ceases to serve in that capacity other
than removal for cause.  If the Outside Director is removed for cause all
options awarded to him shall expire immediately upon such removal.

  (c)  Manner of Exercise.  The option may be exercised from time to time, in
whole or in part, by delivering a written notice of exercise to the Chief
Executive Officer of the Holding Company.  Such notice is irrevocable and must
be accompanied by full payment of the exercise price (as determined in Section
II(d) hereof) in cash or shares of previously acquired Common Stock of the
Holding Company at the Fair Market Value of such shares determined on the
exercise date by the manner described in Section II(d) above or by such other
means as determined by the Board of Directors.  If previously acquired shares
of Common Stock are tendered in payment of all or part of the exercise price,
the value of such shares shall be determined as of the date of such exercise.

  (d)  Transferability.  Options granted hereunder may be exercised only during
an Outside Director's lifetime by the Outside Director, the Outside Director's
guardian or legal representative or by a permissible transferee.  Options shall
be transferable by Outside Directors pursuant to the laws of descent and
distribution upon an Outside Director's death, and during an Outside Director's
lifetime, options shall be transferable by Outside Directors to members of
their immediate family, trusts for the benefit of members of their immediate
family and charitable institutions ("permissible transferees") to the extent
permitted under Section 16 of the Exchange Act, and subject to federal and
state securities laws.  The term "immediate family" shall mean any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,





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mother-in-law, father-in-law, son-in-law, brother-in-law, or sister-in-law and
shall include adoptive relationships.

  Options also shall be transferable by Outside Directors other than to
permissible transferees with the prior approval of the Board of Directors which
shall have the authority to approve such transfers of options on a case-by-case
basis in its sole discretion.

  The Board of Directors shall have the authority to establish rules and
regulations specifically governing the transfer of options granted hereunder as
it deems necessary and advisable.


V. COMMON STOCK SUBJECT TO THE DIRECTORS' OPTION PLAN.

  The shares which shall be issued and delivered upon exercise of options
granted under the Directors' Option Plan may be either authorized and unissued
shares of Common Stock or authorized and issued shares of Common Stock held by
the Holding Company as Treasury stock.  The number of shares of Common Stock
reserved for issuance under the Directors' Option Plan shall not exceed
[76,990] shares of the Common Stock of the Holding Company, par value $l.00 per
share, issued in connection with the Conversion of the Bank from the mutual to
the stock form of ownership, subject to adjustments pursuant to this Section V.
Any shares of Common Stock subject to an option which for any reason either
terminates unexercised or expires, shall again be available for issuance under
the Directors' Option Plan.



  In the event of any change or changes in the outstanding Common Stock of the
Holding Company by reason of any stock dividend or split, recapitalization,
reorganization, merger, consolidation, spin-off, combination or any similar
corporate change, or other increase or decrease in such shares effected without
receipt or payment of consideration by the Company, the number of shares of
Common Stock which may be issued under this Directors' Option Plan, the number
of shares of Common Stock subject to options granted under this Directors'
Option Plan and the option price of such options, shall be automatically
adjusted to prevent dilution or enlargement of the rights granted to an Outside
Director under the Directors' Option Plan.





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VI.  EFFECTIVE DATE OF THE PLAN; SHAREHOLDER RATIFICATION.

  The Directors' Option Plan after adoption by the Board of Directors shall
become effective upon the conversion of the Bank from the mutual to capital
stock form of ownership and the acquisition of the Bank by the Holding Company
(the "Conversion"). Following Conversion, the Directors' Option Plan shall be
presented to shareholders of the Company for ratification for purposes of (i)
obtaining favorable treatment under Section 16(b) of the Exchange Act; and (ii)
maintaining listing on the NASDAQ National Market System; provided, however,
that the failure to obtain shareholder ratification shall not affect the
validity of this Plan and the options granted hereunder.


VII. TERMINATION OF THE PLAN.

  The right to grant options under the Directors' Option Plan will terminate
ten years after the Effective Date of the Plan.  A majority of the outstanding
shares of the Common Stock entitled to vote is required to terminate the
Directors' Option Plan.  No termination pursuant to Article VII shall, without
the consent of the affected individual, affect such individual's rights under a
previously granted option.


VIII.  AMENDMENT OF THE PLAN.

  The Directors' Option Plan may be amended from time to time by the Board of
Directors of the Company provided that Section II hereof, "Grant of Options"
shall not be amended more than once every six months other than to comport with
the Internal Revenue Code of 1986, as amended, or the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder.  Except as
provided in Section V hereof, rights and obligations under any option granted
before an amendment shall not be altered or impaired by such amendment without
the written consent of the optionee.  The Board of Directors may determine that
shareholder approval of an amendment to the Directors' Option Plan may be
advisable for any reason, including but not limited to, for the purpose of
obtaining or retaining any statutory or regulatory benefits under tax,
securities or other laws or satisfying applicable stock exchange listing
requirements.


IX.  APPLICABLE LAW.

  The Plan will be administered in accordance with the laws of the State of
Wisconsin.





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X. COMPLIANCE WITH SECTION 16.

  With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successor under the Exchange Act.  To the
extent any provision of the Plan or action by the Board of Directors fails to
so comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Board of Directors of the Holding Company.


-----------------------------                  ------------------------------
Date Adopted By Board                          Signature
                                               [Title]

-----------------------------                  ------------------------------
Date Ratified By Shareholders                  Signature
                                               [Title]-----------------------


-----------------------------                  ------------------------------
October 22, 1996 (to be                        Signature
effective November 1, 1996)                    [Title]-----------------------
Date Amended               


-----------------------------                  ------------------------------
August __, 1992 (to be                         Signature
effective October 30, 1997)                    [Title]-----------------------
Date Amended               





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