exv10w2



 






Exhibit 10.2




CONSULTING AGREEMENT




     Agreement made this 12th day of August, 2004, by and between Merchants &
Manufacturers Bancorporation, Inc., a Wisconsin corporation, which maintains
its principal office at 19105 West Capitol Drive, Brookfield, Wisconsin,
hereafter referred to as “Merchants”; and Harold Mueller, an individual, who
maintains his residence at 73 East Shore Drive, Random Lake Wisconsin,
hereafter referred to as “Consultant”.



RECITALS




     WHEREAS, Merchants is a multi-bank holding company with several
wholly-owned banking subsidiaries, including Wisconsin State Bank, which was
acquired by Merchants from Random Lake Bancorp Limited, a Wisconsin bank
holding company; and



     WHEREAS, Consultant is experienced in the business of banking and would be
of substantial value to Merchants and its subsidiary banks; 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 sixty (60) months unless terminated by either
party for any reason upon written notice, of not less than sixty (60) days.



     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.
Consultant’s duties shall encompass areas including commercial lending,
business development and bank acquisitions.



     Consultant will work closely with the Chairman of Merchants and with other
Officers delegated 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.



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 $50,000.00 per year, which compensation shall be due and payable
at the end of each month. In the event of the death of Consultant, the
consideration payable for the term of the contract shall be payable to Mueller.
Upon the death of Mueller, should that event occur prior to the end of the
term of this Agreement, Merchants shall make payment of the consideration
payable under this Agreement to a trust, the primary beneficiary of which is
Joyce Mueller. Merchants’ responsibility to make payments under this Agreement
shall terminate upon the death of Joyce Mueller, should that event occur prior
to the end of the original term of this Agreement.



     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.



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; and 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




     Either party may terminate this agreement upon sixty (60) days written
notice to the other.



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.
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.



SECTION EIGHT

CHANGES AND ALTERATIONS




     No change, alteration, 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.



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. Further, the
parties acknowledge that this Agreement shall not supercede or diminish in any
way benefits that are to be provided to the Consultant under other agreements
between the parties, including, but not limited to, the Salary Continuation
Agreement entered into between Wisconsin State Bank and the Consultant on
August 6, 1997, the Deferred Compensation Agreement entered into between
Wisconsin State Bank, the Consultant and Joyce Mueller on October 14, 1987, as
amended, and the Severance Agreement and Release entered into between Wisconsin
State Bank and the Consultant on January 6, 1998.



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



	 	 	 
	/s/

	 	Harold Mueller
	
 
	Harold Mueller, Consultant
	 
	Merchants & Manufacturers Bancorporation, Inc.

	 
	By:

	 	/s/ Michael Murry
	

	 	
 
	Michael Murry, Chairman of the Board