EXHIBIT 10.4




                              NICOLET NATIONAL BANK
                            2000 STOCK INCENTIVE PLAN




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                                TABLE OF CONTENTS


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SECTION 1  DEFINITIONS . . . . . . . . . . . . . . . . . . . .   1

   1.1   Definitions . . . . . . . . . . . . . . . . . . . . .   1
         -----------

SECTION 2  THE STOCK INCENTIVE PLAN. . . . . . . . . . . . . .   4

   2.1   Purpose of the Plan . . . . . . . . . . . . . . . . .   4
         -------------------
   2.2   Stock Subject to the Plan . . . . . . . . . . . . . .   4
         -------------------------
   2.3   Administration of the Plan. . . . . . . . . . . . . .   4
         --------------------------
   2.4   Eligibility and Limits. . . . . . . . . . . . . . . .   5
         ----------------------

SECTION 3  TERMS OF STOCK INCENTIVES . . . . . . . . . . . . .   5

   3.1   General Terms and Conditions. . . . . . . . . . . . .   5
         ----------------------------
   3.2   Terms and Conditions of Options . . . . . . . . . . .   6
         -------------------------------
      (a)   Option Price . . . . . . . . . . . . . . . . . . .   7
            ------------
      (b)   Option Term. . . . . . . . . . . . . . . . . . . .   7
            -----------
      (c)   Payment. . . . . . . . . . . . . . . . . . . . . .   7
            -------
      (d)   Conditions to the Exercise of an Option. . . . . .   7
            ---------------------------------------
      (e)   Termination of Incentive Stock Option Status . . .   7
            --------------------------------------------
      (f)   Special Provisions for Certain Substitute Options.   8
            -------------------------------------------------
   3.3   Treatment of Awards Upon Termination of Service . . .   8
         -----------------------------------------------

SECTION 4  RESTRICTIONS ON STOCK . . . . . . . . . . . . . . .   8

   4.1   Escrow of Shares. . . . . . . . . . . . . . . . . . .   8
         ----------------
   4.2   Restrictions on Transfer. . . . . . . . . . . . . . .   9
         ------------------------

SECTION 5  GENERAL PROVISIONS. . . . . . . . . . . . . . . . .   9

   5.1   Withholding . . . . . . . . . . . . . . . . . . . . .   9
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   5.2   Changes in Capitalization; Merger; Liquidation. . . .   9
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   5.3   Cash Awards . . . . . . . . . . . . . . . . . . . . .  10
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   5.4   Compliance with Code. . . . . . . . . . . . . . . . .  10
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   5.5   Right to Terminate Service. . . . . . . . . . . . . .  10
         --------------------------
   5.6   Restrictions on Delivery and Sale of Shares; Legends.  11
         ----------------------------------------------------
   5.7   Non-alienation of Benefits. . . . . . . . . . . . . .  11
         --------------------------
   5.8   Termination and Amendment of the Plan . . . . . . . .  11
         -------------------------------------
   5.9   Stockholder Approval. . . . . . . . . . . . . . . . .  11
         --------------------
   5.10  Choice of Law . . . . . . . . . . . . . . . . . . . .  11
         -------------
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                              NICOLET NATIONAL BANK
                            2000 STOCK INCENTIVE PLAN

                             SECTION 1  DEFINITIONS

     1.1     Definitions.  Whenever  used herein, the masculine pronoun shall be
             -----------
deemed  to  include the feminine, and the singular to include the plural, unless
the context clearly indicates otherwise, and the following capitalized words and
phrases  are  used  herein  with  the  meaning  thereafter  ascribed:

          (a)     "Bank"  means Nicolet National Bank, a proposed national bank.
                   ----

          (b)     "Board of Directors" means the board of directors of the Bank.
                   ------------------

          (c)     "Cause"  has  the  same  meaning as provided in the employment
                   -----
agreement  between  the  Participant and the Bank or affiliate(s) on the date of
Termination of Service, or if no such definition or employment agreement exists,
"Cause"  means conduct amounting to  (1) fraud or dishonesty against the Bank or
affiliate(s);  (2)  Participant's willful misconduct, repeated refusal to follow
the  reasonable directions of the Board of Directors or knowing violation of law
in  the  course  of  performance of the duties of Participant's service with the
Bank  or  affiliate(s);  (3)  repeated  absences  from work without a reasonable
excuse;  (4)  repeated intoxication with alcohol or drugs while on the Bank's or
affiliate(s)'  premises  during regular business hours; (5) a conviction or plea
of guilty or nolo contendere to a felony or a crime involving dishonesty; or (6)
a breach or violation of the terms of any agreement to which Participant and the
Bank  or  affiliate(s)  are  party.

          (d)     "Change  in  Control"  means  any  one of the following events
                   -------------------
which may occur after the date the Stock Incentive is granted:

               (1)     the  acquisition  by  any  person  or  persons  acting in
concert  of  the  then  outstanding voting securities of the Bank, if, after the
transaction,  the  acquiring  person  (or  persons) owns, controls or holds with
power  to vote thirty-three and one-third percent (33 1/3%) or more of any class
of  voting  securities  of  the  Bank;

               (2)     within  any  twelve-month  period  the  persons  who were
directors  of  the  Bank  immediately  before the beginning of such twelve-month
period (the "Incumbent Directors") shall cease to constitute at least a majority
of  the Board of Directors; provided that any director who was not a director as
of  the beginning of such twelve-month period shall be deemed to be an Incumbent
Director  if  that director were elected to the Board of Directors by, or on the
recommendation  of or with the approval of, at least two-thirds of the directors
who then qualified as Incumbent Directors; and provided further that no director
whose initial assumption of office is in connection with an actual or threatened
election  contest  (as  such  terms  are  used  in Rule 14a-11 of Regulation 14A
promulgated  under the Securities Exchange Act of 1934) relating to the election
of  directors  shall  be  deemed  to  be  an  Incumbent  Director;


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               (3)     a  reorganization,  merger or consolidation, with respect
to which persons who were the stockholders of the Bank immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more
than  fifty  percent  (50%) of the combined voting power entitled to vote in the
election  of directors of the reorganized, merged or consolidated company's then
outstanding  voting  securities;  or

               (4)     the  sale, transfer or assignment of all or substantially
all  of  the  assets  of  the  Bank  to  any  third  party.

          (e)     "Code"  means  the  Internal Revenue Code of 1986, as amended.
                   ----

          (f)     "Committee"  means  the  committee  appointed  by the Board of
                   ---------
Directors  to  administer  the  Plan  pursuant  to  Plan  Section  2.3.

          (g)     "Disability" has the same meaning as provided in the long-term
                   ----------
disability  plan  or  policy  maintained  or,  if  applicable,  most  recently
maintained,  by  the  Bank or an affiliate for the Participant.  If no long-term
disability  plan  or policy was ever maintained on behalf of the Participant or,
if  the  determination  of  Disability  relates  to  an  Incentive Stock Option,
Disability  shall  mean  that  condition  described in Code Section 22(e)(3), as
amended  from  time  to  time.  In  the event of a dispute, the determination of
Disability  shall  be  made  by the Board of Directors and shall be supported by
advice of a physician competent in the area to which such Disability relates.

          (h)     "Disposition"  means  any  conveyance,  sale,  transfer,
                   -----------
assignment,  pledge  or  hypothecation,  whether  outright or as security, inter
vivos or testamentary, with or without consideration, voluntary or involuntary.

          (i)     "Fair  Market Value" refers to the determination of value of a
                   ------------------
share  of  Stock.  If  the  Stock  is actively traded on any national securities
exchange  or any Nasdaq quotation or market system, Fair Market Value shall mean
the  closing  price  at  which  sales  of Stock shall have been sold on the most
recent  trading date immediately prior to the date of determination, as reported
by  any such exchange or system selected by the Committee on which the shares of
Stock  are  then  traded.  If the shares of Stock are not actively traded on any
such exchange or system, Fair Market Value shall mean the arithmetic mean of the
bid  and  asked  prices  for the shares of Stock on the most recent trading date
within  a  reasonable period prior to the determination date as reported by such
exchange  or  system.  If  there are no bid and asked prices within a reasonable
period  or if the shares of Stock are not traded on any exchange or system as of
the  determination date, Fair Market Value shall mean the fair market value of a
share of Stock as determined by the Committee taking into account such facts and
circumstances  deemed  to be material by the Committee to the value of the Stock
in  the hands of the Participant; provided that, for purposes of granting awards
other than Incentive Stock Options, Fair Market Value of a share of Stock may be
determined  by the Committee by reference to the average market value determined
over  a period certain or as of specified dates, to a tender offer price for the
shares  of Stock (if settlement of an award is triggered by such an event) or to
any other reasonable measure of fair market value and provided further that, for
purposes  of  granting  Incentive Stock Options, Fair Market Value of a share of
Stock  shall be determined in


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accordance  with  the  valuation  principles  described  in  the  regulations
promulgated  under  Code  Section  422.

          (j)     "Incentive  Stock  Option" means an incentive stock option, as
                   ------------------------
defined in Code Section 422, described in Plan Section 3.2.

          (k)     "Non-Qualified  Stock Option" means a stock option, other than
                   ---------------------------
an  option  qualifying  as  an Incentive Stock Option, described in Plan Section
3.2.

          (l)     "Option"  means  a  Non-Qualified Stock Option or an Incentive
                   ------
Stock  Option.

          (m)     "Over  10%  Owner"  means  an  individual  who  at the time an
                   ----------------
Incentive  Stock  Option  is  granted owns Stock possessing more than 10% of the
total  combined  voting power of the Bank or one of its Parents or Subsidiaries,
determined by applying the attribution rules of Code Section 424(d).

          (n)     "Parent"  means  any  corporation  (other than the Bank) in an
                   ------
unbroken  chain  of  corporations  ending  with  the  Bank  if,  with respect to
Incentive  Stock Options, at the time of granting of the Incentive Stock Option,
each of the corporations other than the Bank owns stock possessing fifty percent
(50%)  or more of the total combined voting power of all classes of stock in one
of  the  other  corporations  in  the  chain.

          (o)     "Participant"  means  an  individual  who  receives  a  Stock
                   -----------
Incentive  hereunder.

          (p)     "Plan"  means  the  Nicolet National Bank 2000 Stock Incentive
                   ----
Plan.

          (q)     "Stock"  means  the  Bank's  common stock, $5.00 par value per
                   -----
share.

          (r)     "Stock  Incentive  Agreement"  means  an agreement between the
                   ---------------------------
Bank  and  a  Participant  or other documentation evidencing an award of a Stock
Incentive.

          (s)     "Stock  Incentives"  means,  collectively,  Incentive  Stock
                   -----------------
Options  and  Non-Qualified  Stock  Options.

          (t)     "Subsidiary" means any corporation (other than the Bank) in an
                   ----------
unbroken  chain  of  corporations  beginning  with  the Bank if, with respect to
Incentive  Stock  Options,  at  the  time of the granting of the Incentive Stock
Option, each of the corporations other than the last corporation in the unbroken
chain  owns  stock  possessing fifty percent (50%) or more of the total combined
voting  power  of  all  classes of stock in one of the other corporations in the
chain.

          (u)     "Termination  of Service" means the termination of the service
                   -----------------------
relationship,  whether  employment  or  otherwise, between a Participant and the
Bank  and  any  affiliates,  regardless  of  the  fact that severance or similar
payments  are  made to the Participant for any reason, including, but not by way
of  limitation,  a  termination  by resignation, discharge,


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death,  Disability  or  retirement.  The  Committee  shall,  in  its  absolute
discretion,  determine  the  effect  of  all matters and questions relating to a
Termination of Service, including, but not by way of limitation, the question of
whether  a  leave  of absence constitutes a Termination of Service, or whether a
Termination  of  Service  is  for  Cause.

                       SECTION 2  THE STOCK INCENTIVE PLAN

     2.1     Purpose  of  the  Plan.  The  Plan  is  intended  to  (a)  provide
             ----------------------
incentives  to officers, employees, directors and organizers of the Bank and its
affiliates  to  stimulate their efforts toward the continued success of the Bank
and  to  operate  and  manage the business in a manner that will provide for the
long-term growth and profitability of the Bank; (b) encourage stock ownership by
officers,  employees, directors and organizers by providing them with a means to
acquire a proprietary interest in the Bank by acquiring shares of Stock; and (c)
provide  a  means  of  obtaining  and  rewarding  key  personnel.

     2.2     Stock  Subject  to  the  Plan.  Subject to adjustment in accordance
             -----------------------------
with Section 5.2, 285,000 shares of Stock (the "Maximum Plan Shares") are hereby
reserved exclusively for issuance pursuant to Stock Incentives.  At such time as
the Bank becomes subject to Section 16 of the Exchange Act, at no time shall the
Bank have outstanding Stock Incentives subject to Section 16 of the Exchange Act
and  shares  of  Stock  issued  in  respect of Stock Incentives in excess of the
Maximum Plan Shares.  The shares of Stock attributable to the nonvested, unpaid,
unexercised,  unconverted  or otherwise unsettled portion of any Stock Incentive
that  is  forfeited or cancelled or expires or terminates for any reason without
becoming  vested,  paid,  exercised, converted or otherwise settled in full will
again  be  available  for  purposes  of  the  Plan.

     2.3     Administration  of the Plan.  The Plan shall be administered by the
             ---------------------------
Committee.  The  members  of  the Committee shall consist solely of at least two
members  of  the  Board  of  Directors.  During  those  periods that the Bank is
subject  to the provisions of Section 16 of the Securities Exchange Act of 1934,
the Board of Directors shall consider the advisability of whether each Committee
member shall qualify as an "outside director" as defined in Treasury Regulations
Sec.  1.162-27(e)  as  promulgated  by  the  Internal  Revenue  Service  and  a
"non-employee  director" as defined in Rule 16b-3(b)(3) as promulgated under the
Exchange  Act.  The  Committee  shall  have  full authority in its discretion to
determine  the  officers, employees, directors and organizers of the Bank or its
affiliates  to  whom  Stock  Incentives  shall  be  granted  and  the  terms and
provisions  of  Stock Incentives subject to the Plan.  Subject to the provisions
of the Plan, the Committee shall have full and conclusive authority to interpret
the  Plan; to prescribe, amend and rescind rules and regulations relating to the
Plan;  to  determine  the terms and provisions of the respective Stock Incentive
Agreements  and  to make all other determinations necessary or advisable for the
proper  administration  of  the  Plan.  The Committee's determinations under the
Plan  need  not  be  uniform and may be made by it selectively among persons who
receive,  or are eligible to receive, awards under the Plan (whether or not such
persons  are  similarly situated).  The Committee's decisions shall be final and
binding  on  all  Participants.  Each member of the Committee shall serve at the
discretion of the Board of Directors and the Board of Directors may from time to
time  remove  members  from  or  add members to the Committee.  Vacancies on the
Committee  shall  be  filled  by  the  Board  of  Directors.


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     The  Committee  shall  select one of its members as chairman and shall hold
meetings at the times and in the places as it may deem advisable.  Acts approved
by  a  majority  of  the Committee in a meeting at which a quorum is present, or
acts  reduced  to  or  approved  in  writing by a majority of the members of the
Committee,  shall  be  the  valid  acts  of  the  Committee.

     2.4     Eligibility  and  Limits.  Stock  Incentives may be granted only to
             ------------------------
officers,  employees,  directors  and  organizers  of the Bank or any affiliate;
provided,  however,  that  an  Incentive  Stock Option may only be granted to an
employee of the Bank or any Subsidiary.  In the case of Incentive Stock Options,
the  aggregate  Fair  Market Value (determined as of the date an Incentive Stock
Option is granted) of stock with respect to which stock options intended to meet
the requirements of Code Section 422 become exercisable for the first time by an
individual  during any calendar year under all plans of the Bank and its Parents
and  Subsidiaries  shall  not  exceed  $100,000;  provided  further, that if the
limitation is exceeded, the Incentive Stock Option(s) which cause the limitation
to be exceeded shall be treated as Non-Qualified Stock Option(s).  To the extent
required  under  Code  Section 162(m) of the Code and the regulations thereunder
for  compensation to be treated as qualified performance based compensation, the
maximum  number  of shares of Stock with respect to which Options may be granted
during  any  calendar  year  to any individual may not exceed 75,000, subject to
adjustment  in  accordance with Section 5.2.  In applying this limitation, if an
Option,  or any portion thereof, granted to an employee is cancelled or repriced
for  any  reason,  then the shares of Stock attributable to such cancellation or
repricing  either  shall continue to be counted as an outstanding grant or shall
be  counted  as a new grant, as the case may be, against the affected employee's
75,000  limit  for  the  appropriate  calendar  year.

                      SECTION 3  TERMS OF STOCK INCENTIVES

     3.1     General  Terms  and  Conditions.
             -------------------------------

          (a)     The  number  of  shares of Stock as to which a Stock Incentive
shall  be  granted  shall be determined by the Committee in its sole discretion,
subject  to  the  provisions  of  Section  2.2, as to the total number of shares
available  for  grants  under  the  Plan.  If  a  Stock  Incentive  Agreement so
provides,  a  Participant  may  be  granted a new Option to purchase a number of
shares of Stock equal to the number of previously owned shares of Stock tendered
in  payment  of  the  Exercise  Price (as defined below) for each share of Stock
purchased  pursuant  to  the  terms  of  the  Stock  Incentive  Agreement.

          (b)     Each  Stock  Incentive shall be evidenced by a Stock Incentive
Agreement in such form and containing such terms, conditions and restrictions as
the  Committee  may  determine  is  appropriate.  Each Stock Incentive Agreement
shall be subject to the terms of the Plan and any provision in a Stock Incentive
Agreement  that  is  inconsistent  with  the  Plan  shall  be  null  and  void.

          (c)     The  date  a  Stock  Incentive is granted shall be the date on
which  the  Committee  has  approved  the  terms  of,  and  satisfaction  of any
conditions  applicable  to,  the grant of the Stock Incentive and has determined
the  recipient  of  the  Stock Incentive and the number of


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shares  covered  by  the  Stock  Incentive  and  has taken all such other action
necessary  to  complete  the  grant  of  the  Stock  Incentive.

          (d)     The Committee may provide in any Stock Incentive Agreement (or
subsequent  to  the  award  of  a Stock Incentive but prior to its expiration or
cancellation, as the case may be) that, in the event of a Change in Control, the
Stock Incentive shall or may be cashed out on the basis of any price not greater
than  the highest price paid for a share of Stock in any transaction reported by
any  market or system selected by the Committee on which the shares of Stock are
then  actively  traded  during  a  specified  period  immediately  preceding  or
including  the  date of the Change in Control or offered for a share of Stock in
any  tender  offer  occurring during a specified period immediately preceding or
including  the  date the tender offer commences; provided that, in no case shall
any  such  specified  period  exceed  three  (3)  months (the "Change in Control
Price").  For purposes of this Subsection, any Option shall be cashed out on the
basis  of  the  excess, if any, of the Change in Control Price over the Exercise
Price  to the extent the Option is then exercisable in accordance with the terms
of  the  Option  and  the  Plan.

          (e)     Any  Stock  Incentive may be granted in connection with all or
any  portion  of  a  previously  or  contemporaneously  granted Stock Incentive.
Exercise  or  vesting  of  a  Stock Incentive granted in connection with another
Stock  Incentive  may  result  in  a  pro  rata surrender or cancellation of any
related  Stock  Incentive,  as  specified  in  the  applicable  Stock  Incentive
Agreement.

          (f)     Stock  Incentives  shall  not  be  transferable  or assignable
except  by  will  or  by  the  laws  of  descent  and  distribution and shall be
exercisable,  during the Participant's lifetime, only by the Participant; in the
event  of  the Disability of the Participant, by the legal representative of the
Participant;  or  in  the event of the death of the Participant, by the personal
representative  of the Participant's estate or if no personal representative has
been  appointed, by the successor in interest determined under the Participant's
will.

     3.2     Terms  and  Conditions  of  Options.  Each Option granted under the
             -----------------------------------
Plan  shall be evidenced by a Stock Incentive Agreement.  At the time any Option
is  granted,  the  Committee  shall  determine  whether  the  Option is to be an
Incentive  Stock Option or a Non-Qualified Stock Option, and the Option shall be
clearly  identified  as  to  its  status  as  an  Incentive  Stock  Option  or a
Non-Qualified  Stock  Option.  At  the  time  any  Incentive  Stock  Option  is
exercised,  the  Bank  shall  be  entitled to place a legend on the certificates
representing  the  shares  of  Stock purchased pursuant to the Option to clearly
identify  them  as shares of Stock purchased upon exercise of an Incentive Stock
Option.  An  Incentive  Stock  Option  may only be granted within ten (10) years
from  the  earlier  of the date the Plan is adopted by the Board of Directors or
approved by the Bank's stockholders.  All Options shall provide that the primary
Federal regulator of the Bank may require a Participant to exercise an Option in
whole or in part if the capital of the Bank falls below minimum requirements and
shall  further  provide  that,  if the Participant fails to so exercise any such
portion  of  the  Option,  that  portion  of  the  Option  shall  be  forfeited.

          (a)     Option  Price.   Subject  to  adjustment  in  accordance  with
                  -------------
Section  5.2  and  the  other provisions of this Section 3.2, the exercise price
(the  "Exercise Price") per share of Stock purchasable under any Option shall be
as  set forth in the applicable Stock Incentive


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Agreement.  With  respect  to  each  grant  of  an  Incentive  Stock Option to a
Participant who is not an Over 10% Owner, the Exercise Price per share shall not
be  less  than  the  Fair  Market  Value on the date the Option is granted. With
respect  to  each  grant of an Incentive Stock Option to a Participant who is an
Over  10%  Owner,  the  Exercise  Price  shall not be less than 110% of the Fair
Market  Value on the date the Option is granted. With respect to each grant of a
Non-Qualified  Stock  Option, the Exercise Price per share shall be no less than
the  Fair  Market  Value.

          (b)     Option  Term.  The  term of an Option shall be as specified in
                  ------------
the  applicable  Stock  Incentive  Agreement;  provided, however that any Option
granted  to  a  Participant shall not be exercisable after the expiration of ten
(10)  years  after the date the Option is granted and any Incentive Stock Option
granted  to  an  Over 10% Owner shall not be exercisable after the expiration of
five  (5)  years  after  the  date  the  Option  is  granted.

          (c)     Payment.  Payment  for  all shares of Stock purchased pursuant
                  -------
to  the  exercise  of an Option shall be made in cash or, if the Stock Incentive
Agreement  provides,  in  a  cashless  exercise  through  a  broker.   In  its
discretion,  the  Committee also may authorize (at the time an Option is granted
or  thereafter)  Bank  financing  to assist the Participant as to payment of the
Exercise  Price  on  such  terms  as  may  be  offered  by  the Committee in its
discretion.  Payment  shall  be  made  at  the  time that the Option or any part
thereof  is  exercised, and no shares shall be issued or delivered upon exercise
of an Option until full payment has been made by the Participant.  The holder of
an  Option,  as  such,  shall  have  none  of  the  rights  of  a  stockholder.

          (d)     Conditions  to the Exercise of an Option.  Each Option granted
                  ----------------------------------------
under  the Plan shall be exercisable by whom, at such time or times, or upon the
occurrence  of such event or events, and in such amounts, as the Committee shall
specify  in the Stock Incentive Agreement; provided, however, that subsequent to
the  grant  of an Option, the Committee, at any time before complete termination
of  such  Option,  may  accelerate the time or times at which such Option may be
exercised  in  whole or in part, including, without limitation, upon a Change in
Control  and  may  permit  the  Participant  or  any  other designated person to
exercise  the  Option,  or any portion thereof, for all or part of the remaining
Option  term  notwithstanding  any provision of the Stock Incentive Agreement to
the  contrary.  Notwithstanding  the  foregoing,  no Option granted prior to the
third  anniversary  of  the  date  the  Bank  opens  for  business shall contain
provisions  which  allow  the  Option to become vested and exercisable at a rate
faster  than  in  equal,  annual  one-third increments commencing with the first
anniversary  of  the  date  the  Bank  opens  for  business.

          (e)     Termination of Incentive Stock Option Status.  With respect to
                  --------------------------------------------
an  Incentive  Stock  Option, in the event of the termination of employment of a
Participant,  the  Option  or  portion  thereof held by the Participant which is
unexercised shall expire, terminate and become unexercisable no later than three
(3)  months after the date of termination of employment; provided, however, that
in  the  case  of  a  holder  whose termination of employment is due to death or
Disability,  up  to  one  (1)  year  may be substituted for such three (3) month
period.  For  purposes  of this Subsection (e), termination of employment of the
Participant  shall not be deemed to have occurred if the Participant is employed
by  another  corporation  (or  a  parent or subsidiary corporation of such other
corporation)  which has assumed the Incentive Stock Option of the Participant in
a  transaction  to  which  Code  Section  424(a)  is  applicable.


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          (f)     Special  Provisions  for  Certain  Substitute  Options.
                  ------------------------------------------------------
Notwithstanding  anything to the contrary in this Section 3.2, any Option issued
in  substitution  for  an  option  previously  issued  by  another entity, which
substitution  occurs  in  connection  with  a  transaction to which Code Section
424(a)  is  applicable, may provide for an exercise price computed in accordance
with such Code Section and the regulations thereunder and may contain such other
terms  and  conditions  as  the Committee may prescribe to cause such substitute
Option to contain as nearly as possible the same terms and conditions (including
the  applicable  vesting  and  termination provisions) as those contained in the
previously  issued  option  being  replaced  thereby.

     3.3     Treatment  of  Awards  Upon  Termination  of  Service.  Except  as
             -----------------------------------------------------
otherwise  provided  by  Plan  Section  3.2(e),  any  award under this Plan to a
Participant  who suffers a Termination of Service may be cancelled, accelerated,
paid  or  continued,  as  provided  in  the Stock Incentive Agreement or, in the
absence  of  such provision, as the Committee may determine.  The portion of any
award  exercisable in the event of continuation or the amount of any payment due
under  a  continued  award  may  be  adjusted  by  the  Committee to reflect the
Participant's  period  of service from the date of grant through the date of the
Participant's  Termination  of  Service  or  such other factors as the Committee
determines  are  relevant  to  its  decision  to  continue  the  award.

                        SECTION 4  RESTRICTIONS ON STOCK

     4.1     Escrow  of  Shares.  Any  certificates  representing  the shares of
             ------------------
Stock  issued  under the Plan shall be issued in the Participant's name, but, if
the  Stock Incentive Agreement so provides, the shares of Stock shall be held by
a  custodian  designated  by  the  Committee (the "Custodian").  Each applicable
Stock  Incentive  Agreement  providing  for  transfer  of shares of Stock to the
Custodian  shall  appoint  the  Custodian  as  the  attorney-in-fact  for  the
Participant  for the term specified in the applicable Stock Incentive Agreement,
with  full  power  and  authority  in the Participant's name, place and stead to
transfer,  assign  and  convey  to  the  Bank  any  shares  of Stock held by the
Custodian for such Participant, if the Participant forfeits the shares under the
terms  of  the applicable Stock Incentive Agreement.  During the period that the
Custodian  holds  the  shares  subject to this Section, the Participant shall be
entitled  to  all  rights,  except as provided in the applicable Stock Incentive
Agreement, applicable to shares of Stock not so held.  Any dividends declared on
shares of Stock held by the Custodian shall, as the Committee may provide in the
applicable Stock Incentive Agreement, be paid directly to the Participant or, in
the  alternative,  be retained by the Custodian until the expiration of the term
specified  in  the  applicable  Stock  Incentive  Agreement  and  shall  then be
delivered,  together  with  any  proceeds,  with  the  shares  of  Stock  to the
Participant  or  to  the  Bank,  as  applicable.

     4.2     Restrictions on Transfer.  The Participant shall not have the right
             ------------------------
to  make  or  permit  to  exist  any  Disposition  of the shares of Stock issued
pursuant  to  the  Plan  except  as provided in the Plan or the applicable Stock
Incentive  Agreement.  Any  Disposition  of the shares of Stock issued under the
Plan  by  the Participant not made in accordance with the Plan or the applicable
Stock  Incentive Agreement shall be void.  The Bank shall not recognize, or have
the  duty to recognize, any Disposition not made in accordance with the Plan and
the  applicable


                                        8
<PAGE>
Stock  Incentive  Agreement,  and the shares so transferred shall continue to be
bound  by  the  Plan  and  the  applicable  Stock  Incentive  Agreement.

                          SECTION 5  GENERAL PROVISIONS

     5.1     Withholding.  The  Bank  shall  deduct  from all cash distributions
             -----------
under  the  Plan  any  taxes  required to be withheld by federal, state or local
government.  Whenever  the  Bank  proposes  or  is required to issue or transfer
shares  of  Stock  under  the Plan, the Bank shall have the right to require the
recipient  to  remit  to  the  Bank an amount sufficient to satisfy any federal,
state  and  local  withholding  tax  requirements  prior  to the delivery of any
certificate  or  certificates  for  such  shares.  A  Participant  may  pay  the
withholding  tax  in cash, by tendering shares of Stock which have been owned by
the  holder for at least six (6) months prior to the date of exercise or, if the
applicable  Stock  Incentive Agreement provides, a Participant may elect to have
the number of shares of Stock he is to receive reduced by the smallest number of
whole  shares  of  Stock  which, when multiplied by the Fair Market Value of the
shares  of Stock determined as of the Tax Date (defined below), is sufficient to
satisfy  federal,  state  and  local,  if  any,  withholding  taxes arising from
exercise  or  payment  of  a  Stock  Incentive  (a  "Withholding  Election").  A
Participant  may  make  a  Withholding  Election  only  if both of the following
conditions  are  met:

          (a)     The  Withholding Election must be made on or prior to the date
on  which  the  amount  of  tax  required to be withheld is determined (the "Tax
Date")  by  executing  and delivering to the Bank a properly completed notice of
Withholding  Election  as  prescribed  by  the  Committee;  and

          (b)     Any  Withholding  Election  made will be irrevocable; however,
the  Committee may, in its sole discretion, disapprove and give no effect to the
Withholding  Election.

     5.2     Changes  in  Capitalization;  Merger;  Liquidation.
             --------------------------------------------------

          (a)      The  number  of  shares  of  Stock  reserved for the grant of
Options,  the maximum number of shares of Stock for which Options may be granted
to  any  individual  during  any  calendar  year,  the number of shares of Stock
reserved  for  issuance  upon  the  exercise of each outstanding Option, and the
Exercise  Price of each outstanding Option shall be proportionately adjusted for
any  increase or decrease in the number of issued shares of Stock resulting from
a  subdivision  or  combination  of  shares  or the payment of an ordinary stock
dividend  in  shares  of  Stock to holders of outstanding shares of Stock or any
other increase or decrease in the number of shares of Stock outstanding effected
without  receipt  of  consideration  by  the  Bank.

          (b)     In  the  event  of  any  merger,  consolidation, extraordinary
dividend (including a spin-off), reorganization or other change in the corporate
structure  of  the  Bank  or  its Stock or tender offer for shares of Stock, the
Committee,  in  its  sole  discretion, may make such adjustments with respect to
awards  and  take  such  other  action  as  it deems necessary or appropriate to
reflect or in anticipation of such merger, consolidation, extraordinary dividend
(including  a  spin-off), reorganization, other change in corporate structure or
tender offer, including, without limitation, the assumption of other awards, the
substitution  of new awards, the termination or adjustment of outstanding awards
(with  or  without the payment of any


                                        9
<PAGE>
consideration),  the  acceleration  of  awards or the removal of restrictions on
outstanding  awards,  all  as  may be provided in the applicable Stock Incentive
Agreement  or, if not expressly addressed therein, as the Committee subsequently
may  determine  in  the  event  of any such merger, consolidation, extraordinary
dividend (including a spin-off), reorganization or other change in the corporate
structure  of  the  Bank  or  its Stock or tender offer for shares of Stock. The
Committee's  general  authority under this Section 5.2 is limited by and subject
to  all  other  express  provisions of the Plan. Any adjustment pursuant to this
Section  5.2  may  provide,  in  the Committee's discretion, for the elimination
without  payment  therefor  of any fractional shares that might otherwise become
subject  to  any  Stock  Incentive.

          (c)     The  existence  of  the  Plan and the Stock Incentives granted
pursuant  to the Plan shall not affect in any way the right or power of the Bank
to  make  or authorize any adjustment, reclassification, reorganization or other
change  in its capital or business structure, any merger or consolidation of the
Bank, any issue of debt or equity securities having preferences or priorities as
to  the Stock or the rights thereof, the dissolution or liquidation of the Bank,
any  sale or transfer of all or any part of its business or assets, or any other
corporate  act  or  proceeding.

     5.3     Cash Awards.  The Committee may, at any time and in its discretion,
             -----------
grant to any holder of a Stock Incentive the right to receive, at such times and
in  such amounts as determined by the Committee in its discretion, a cash amount
which  is intended to reimburse such person for all or a portion of the federal,
state  and  local  income taxes imposed upon such person as a consequence of the
receipt  of  the  Stock  Incentive  or  the  exercise  of  rights  thereunder.

     5.4     Compliance  with  Code.  All  Incentive Stock Options to be granted
             ----------------------
hereunder  are  intended  to comply with Code Section 422, and all provisions of
the Plan and all Incentive Stock Options granted hereunder shall be construed in
such  manner  as  to  effectuate  that  intent.

     5.5     Right  to  Terminate  Service.  Nothing in the Plan or in any Stock
             -----------------------------
Incentive  Agreement  shall confer upon any Participant the right to continue as
an  officer,  employee, director or organizer of the Bank or affect the right of
the  Bank  to  terminate  the  Participant's  service  at  any  time.

     5.6     Restrictions  on  Delivery and Sale of Shares; Legends.  Each Stock
             ------------------------------------------------------
Incentive  is subject to the condition that if at any time the Committee, in its
discretion,  shall  determine that the listing, registration or qualification of
the shares covered by such Stock Incentive upon any securities exchange or under
any  state  or  federal  law  is  necessary or desirable as a condition of or in
connection with the granting of such Stock Incentive or the purchase or delivery
of  shares  thereunder, the delivery of any or all shares pursuant to such Stock
Incentive  may  be  withheld  unless  and  until  such  listing, registration or
qualification  shall  have been effected.  If a registration statement is not in
effect  under the Securities Act of 1933 or any applicable state securities laws
with  respect  to the shares of Stock purchasable or otherwise deliverable under
Stock  Incentives then outstanding, the Committee may require, as a condition of
exercise of any Option or as a condition to any other delivery of Stock pursuant
to  a  Stock  Incentive,  that  the  Participant  or  other recipient of a Stock
Incentive  represent, in writing, that the shares received pursuant to the Stock
Incentive  are  being  acquired  for  investment  and  not  with  a  view  to


                                       10
<PAGE>
distribution  and  agree that the shares will not be disposed of except pursuant
to  an  effective registration statement, unless the Bank shall have received an
opinion  of  counsel that such disposition is exempt from such requirement under
the  Securities  Act  of 1933 and any applicable state securities laws. The Bank
may  include  on  certificates representing shares delivered pursuant to a Stock
Incentive  such  legends  referring  to  the  foregoing  representations  or
restrictions  or any other applicable restrictions on resale as the Bank, in its
discretion,  shall  deem  appropriate.

     5.7     Non-alienation  of  Benefits.  Other  than as specifically provided
             ----------------------------
with  regard  to  the death of a Participant, no benefit under the Plan shall be
subject  in  any manner to anticipation, alienation, sale, transfer, assignment,
pledge,  encumbrance or charge; and any attempt to do so shall be void.  No such
benefit  shall, prior to receipt by the Participant, be in any manner liable for
or  subject  to  the  debts, contracts, liabilities, engagements or torts of the
Participant.

     5.8     Termination  and  Amendment of the Plan.  The Board of Directors at
             ---------------------------------------
any time may amend or terminate the Plan without stockholder approval; provided,
however, that the Board of Directors may condition any amendment on the approval
of  stockholders  of  the  Bank  if such approval is necessary or advisable with
respect  to  tax,  securities  or other applicable laws.  No such termination or
amendment without the consent of the holder of a Stock Incentive shall adversely
affect  the  rights  of  the  Participant  under  such  Stock  Incentive.

     5.9     Stockholder  Approval.   The  Plan  must  be  submitted  to  the
             ---------------------
stockholders  of the Bank for their approval within twelve (12) months before or
after  the  adoption of the Plan by the Board of Directors.  If such approval is
not  obtained,  any  Stock  Incentive  granted  hereunder  will  be  void.

     5.10     Choice  of  Law.  The  laws of the State of Wisconsin shall govern
              ---------------
the Plan, to the extent not preempted by federal law.


                                       11
<PAGE>
     IN WITNESS WHEREOF, the Bank has caused this Plan to be executed as of this
10th  day  of October,  2000.


                                    NICOLET NATIONAL BANK

                                    By:  /s/  Robert B. Atwell
                                         ---------------------------------------

                                    Title: President and Chief Executive Officer
                                          --------------------------------------
ATTEST:

/s/  Michael E. Daniels
--------------------------
Secretary

     [SEAL]


                                       12
<PAGE>
                        NON-QUALIFIED STOCK OPTION AWARD
                      PURSUANT TO THE NICOLET NATIONAL BANK
                            2000 STOCK INCENTIVE PLAN

     THIS  AWARD  is  made  as  of  the Grant Date by NICOLET NATIONAL BANK (the
"Bank")  to  (the  "Optionee").

     Upon  and  subject  to  the  Terms  and  Conditions  attached  hereto  and
incorporated herein by reference, the Bank hereby awards as of the Grant Date to
Optionee  a  non-qualified  stock  option (the "Option"), as described below, to
purchase  the  Option  Shares.

     A.   Grant  Date:.                         .
                       -------------------------

     B.   Type  of  Option:  Non-Qualified  Stock  Option.

     C.   Plan  under  which granted: Nicolet National Bank 2000 Stock Incentive
          Plan.

     D.   Option Shares: All or any part of shares of the Bank's $5.00 par value
          common  stock  (the "Common Stock"), subject to adjustment as provided
          in  the  attached  Terms  and  Conditions.

     E.   Exercise Price: $10.00 per share, subject to adjustment as provided in
          the  attached  Terms  and  Conditions.

     F.   Option  Period:  The  Option  may  be exercised only during the Option
          Period  which  commences on the Grant Date and ends, generally, on the
          earliest  of  (a)  the tenth (10th) anniversary of the Grant Date; (b)
          ninety  (90)  days  following  the  date  the Optionee ceases to be an
          employee  of  the  Bank (including any Parent or Subsidiary) except as
          provided  under clause (c); or (c) one (1) year following the date the
          Optionee ceases to be an employee of the Bank (including any Parent or
          Subsidiary)  due  to death or Disability; provided that the Option may
          be  exercised  as to no more than the vested Option Shares, determined
          pursuant  to  the  Vesting  Schedule.  Note  that other limitations to
          exercising  the  Option,  as  described  in  the  attached  Terms  and
          Conditions,  may  apply.

     G.   Vesting  Schedule: The Option Shares shall become vested in accordance
          with  Schedule  1  hereto.

     IN  WITNESS  WHEREOF, the Bank has executed and sealed this Award as of the
Grant  Date  set  forth  above.

                                           NICOLET  NATIONAL  BANK

                                           By:
                                              ---------------------------------

                                           Title:
                                                 ------------------------------


<PAGE>
                              TERMS AND CONDITIONS
                                     TO THE
                        NON-QUALIFIED STOCK OPTION AWARD
                      PURSUANT TO THE NICOLET NATIONAL BANK
                            2000 STOCK INCENTIVE PLAN


     1.     Exercise of Option.  Subject to the provisions provided herein or in
            ------------------
the  Award made pursuant to the Nicolet National Bank 2000 Stock Incentive Plan:

          (a)  the Option may be exercised with respect to all or any portion of
     the  vested  Option  Shares  at  any  time  during the Option Period by the
     delivery  to  the  Bank,  at  its principal place of business, of a written
     notice  of exercise in substantially the form attached hereto as Exhibit 1,
     which  shall  be actually delivered to the Bank no earlier than thirty (30)
     days  and no later than ten (10) days prior to the date upon which Optionee
     desires  to  exercise  all  or  any  portion  of  the  Option;  and

          (b) payment to the Bank of the Exercise Price multiplied by the number
     of  Option  Shares  being  purchased  (the "Purchase Price") as provided in
     Section  3.

          (c)  Notwithstanding  any  other  provision  of this Agreement, in the
     event  that  the  capital  of the Bank falls below the minimum requirements
     determined  by the primary federal regulator of the Bank (the "Regulator"),
     the  Regulator  may direct the Bank to require the Optionee to exercise, or
     otherwise  forfeit,  the Option in whole or in part. If the Regulator gives
     such  direction,  the  Bank will notify the Optionee within forty-five (45)
     days  from  the  date  the  Regulator notifies the Bank in writing that the
     Optionee  must  exercise,  or  otherwise forfeit, the Option in whole or in
     part.  If  the Optionee does not exercise the Option in accordance with the
     Bank's  direction within twenty-one (21) days of the Bank's notification to
     the Optionee, the Committee may provide for the cancellation of the Option.

Upon  acceptance  of  such notice and receipt of payment in full of the Purchase
Price  and  any  tax  withholding  liability, to the extent applicable, the Bank
shall cause to be issued a certificate representing the Option Shares purchased.

     2.     Withholding.  To the extent necessary, the Optionee must satisfy his
            -----------
federal,  state,  and  local, if any, withholding taxes imposed by reason of the
exercise  of  the  Option either by paying to the Company the full amount of the
withholding  obligation  (i)  in  cash; (ii) by tendering shares of Common Stock
which  have  been owned by the Optionee for at least six (6) months prior to the
date of exercise having a Fair Market Value equal to the withholding obligation;
(iii)  by  electing, irrevocably and in writing (the "Withholding Election"), to
have the smallest number of whole shares of Common Stock withheld by the Company
which,  when  multiplied  by the Fair Market Value of the Common Stock as of the
date the Option is exercised, is sufficient to satisfy the amount of withholding
tax;  or  (iv) by any combination of the above.  Optionee may make a Withholding
Election  only  if  the  following  conditions  are  met:

          (a)  the Withholding Election is made on or prior to the date on which
     the amount of tax required to be withheld is determined (the "Tax Date") by
     executing  and


                                        2
<PAGE>
     delivering  to  the  Company  a  properly  completed  Notice of Withholding
     Election  in  substantially  the  form  attached  hereto  as Exhibit 2; and

          (b)  any  Withholding  Election  will  be  irrevocable;  however,  the
     Committee may, in its sole discretion, disapprove and give no effect to the
     Withholding  Election.

     3.     Purchase Price.  Payment of the Purchase Price for all Option Shares
            --------------
purchased  pursuant  to  the  exercise  of  an  Option  shall be made in cash or
certified  check  or, alternatively, if and when the Common Stock becomes traded
by  brokers,  whether on a national securities exchange or otherwise, by receipt
of  the  Purchase  Price  in  cash  from a broker, dealer or other "creditor" as
defined  by Regulation T issued by the Board of Governors of the Federal Reserve
System  following delivery by the Optionee to the Committee of instructions in a
form  acceptable  to  the Committee regarding delivery to such broker, dealer or
other  creditor of that number of Option Shares with respect to which the Option
is  exercised.

     4.     Rights  as Shareholder.  Until the stock certificates reflecting the
            ----------------------
Option Shares accruing to the Optionee upon exercise of the Option are issued to
the Optionee, the Optionee shall have no rights as a shareholder with respect to
such  Option  Shares.  The  Bank  shall  make no adjustment for any dividends or
distributions  or other rights on or with respect to Option Shares for which the
record  date  is  prior to the issuance of that stock certificate, except as the
Plan  or  the  attached  Award  otherwise  provides.

     5.     Restriction  on Transfer of Option and of Option Shares.  The Option
            -------------------------------------------------------
evidenced  hereby  is  nontransferable other than by will or the laws of descent
and  distribution  and  shall be exercisable during the lifetime of the Optionee
only  by  the  Optionee  (or  in  the  event  of his Disability, by his personal
representative)  and after his death, only by his legatee or the executor of his
estate.

     6.     Changes  in  Capitalization.
            ---------------------------

          (a)  If  the  number  of  shares of Common Stock shall be increased or
     decreased  by  reason  of  a subdivision or combination of shares of Common
     Stock,  the  payment  of  a stock dividend in shares of Common Stock or any
     other  increase  or  decrease  in  the  number  of  shares  of Common Stock
     outstanding  effected  without  receipt  of  consideration  by the Bank, an
     appropriate  adjustment  shall  be  made  by  the  Committee,  in  a manner
     determined  in its sole discretion, in the number and kind of Option Shares
     and  in  the  Exercise  Price.

          (b)  If  the  Bank  shall  be  the surviving corporation in any merger
     consolidation,  extraordinary  dividend  (including  spin-off)
     recapitalization, reclassification of shares or similar reorganization, the
     Optionee  shall  be entitled to purchase the number and class of securities
     to  which  a  holder of the number of shares of Common Stock subject to the
     Option  at  the time of the transaction would have been entitled to receive
     as  a  result  of  such  transaction, and a corresponding adjustment, where
     appropriate,  shall be made in the Exercise Price. In the event of a Change
     in Control or other corporate transaction pursuant to which the Bank is not
     the  surviving  entity, the Committee may provide for the assumption of the
     Option  by  the  surviving  entity  or  the  substitution  of a new option,
     adjusted  in  a  manner  similar  to  that  contemplated by the immediately
     preceding  sentence; however, if the surviving entity does not agree to the
     assumption  or  substitution  of  the  Option,  the  Committee may elect to
     terminate  the  Option  Period  as  of  the effective date of the Change in
     Control  in


                                        3
<PAGE>
     consideration  of  the payment to the Optionee of the sum of the difference
     between  the  then  aggregate Fair Market Value of the Common Stock and the
     aggregate  Exercise  Price  for each vested Option Share which has not been
     exercised  as of the effective date of the Change in Control. A dissolution
     or  liquidation  of  the Bank shall cause the Option to terminate as to any
     portion  thereof  not exercised as of the effective date of the dissolution
     or  liquidation.

          (c)  The existence of the Plan and the Option granted pursuant to this
     Agreement  shall  not  affect  in any way the right or power of the Bank to
     make or authorize any adjustment, reclassification, reorganization or other
     change in its capital or business structure, any merger or consolidation of
     the  Bank,  any  issue  of  debt or equity securities having preferences or
     priorities as to the Common Stock or the rights thereof, the dissolution or
     liquidation  of  the  Bank,  any sale or transfer of all or any part of its
     business  or  assets,  or  any  other  corporate  act  or  proceeding.  Any
     adjustment  pursuant  to  this  Section  may  provide,  in  the Committee's
     discretion,  for the elimination without payment therefor of any fractional
     shares  that  might  otherwise  become  subject  to  any  Option.

     7.     Special Limitation on Exercise.  No purported exercise of the Option
            ------------------------------
shall  be effective without the approval of the Committee, which may be withheld
to  the  extent  that  the  exercise,  either  individually  or in the aggregate
together  with  the  exercise of other previously exercised stock options and/or
offers  and  sales pursuant to any prior or contemplated offering of securities,
would, in the sole and absolute judgment of the Committee, require the filing of
a  registration  statement  with  the  United  States  Securities  and  Exchange
Commission  or  with  the securities commission of any state.  If a registration
statement  is  not  in effect under the Securities Act of 1933 or any applicable
state  securities  law  with  respect  to  shares of Common Stock purchasable or
otherwise  deliverable  under  the Option, the Optionee (a) shall deliver to the
Bank,  prior  to the exercise of the Option or as a condition to the delivery of
Common  Stock  pursuant to the exercise of an Option exercise, such information,
representations  and  warranties as the Bank may reasonably request in order for
the  Bank to be able to satisfy itself that the Option Shares are being acquired
in  accordance  with  the  terms  of an applicable exemption from the securities
registration  requirements  of  applicable federal and state securities laws and
(b) shall agree that the shares of Common Stock so acquired will not be disposed
of except pursuant to an effective registration statement, unless the Bank shall
have  received  an  opinion of counsel that such disposition is exempt from such
requirement under the Securities Act of 1933 and any applicable state securities
law.

     8.     Legend  on  Stock  Certificates.  Certificates evidencing the Option
            -------------------------------
Shares, to the extent appropriate at the time, shall have noted conspicuously on
the  certificates  a  legend  intended  to  give  all persons full notice of the
existence  of  the  conditions,  restrictions,  rights and obligations set forth
herein  and  in  the  Plan.

     9.     Governing  Laws.  This  Award  and the Terms and Conditions shall be
            ---------------
construed,  administered  and  enforced  according  to  the laws of the State of
Wisconsin.

     10.     Successors.  This  Award  and  the  Terms  and  Conditions shall be
             ----------
binding  upon  and  inure  to  the  benefit of the heirs, legal representatives,
successors  and  permitted  assigns  of  the  Optionee  and  the  Bank.

     11.     Notice.  Except  as  otherwise  specified  herein,  all notices and
             ------
other communications under this Award shall be in writing and shall be deemed to
have  been  given  if personally delivered


                                        4
<PAGE>
or  if  sent  by  registered  or  certified  United  States mail, return receipt
requested,  postage  prepaid,  addressed  to  the proposed recipient at the last
known  address  of  the  recipient. Any party may designate any other address to
which notices shall be sent by giving notice of the address to the other parties
in  the  same  manner  as  provided  herein.

     12.     Severability.  In  the event that any one or more of the provisions
             ------------
or  portion  thereof contained in the Award and these Terms and Conditions shall
for  any  reason be held to be invalid, illegal or unenforceable in any respect,
the  same  shall  not invalidate or otherwise affect any other provisions of the
Award  and  these  Terms  and  Conditions,  and  the  Award  and these Terms and
Conditions  shall  be  construed  as  if  the  invalid, illegal or unenforceable
provision  or  portion  thereof  had  never  been  contained  herein.

     13.     Entire Agreement.  Subject to the terms and conditions of the Plan,
             ----------------
the  Award  and the Terms and Conditions express the entire understanding of the
parties  with  respect  to  the  Option.

     14.     Violation.  Any  transfer,  pledge,  sale,  assignment,  or
             ---------
hypothecation  of  the Option or any portion thereof shall be a violation of the
terms  of  the Award or these Terms and Conditions and shall be void and without
effect.

     15.     Headings  and  Capitalized Terms.  Section headings used herein are
             --------------------------------
for  convenience of reference only and shall not be considered in construing the
Award  or  these Terms and Conditions.  Capitalized terms used, but not defined,
in  either  the  Award  or  the  Terms and Conditions shall be given the meaning
ascribed  to  them  in  the  Plan.

     16.     Specific  Performance.  In  the  event  of any actual or threatened
             ---------------------
default  in,  or  breach  of, any of the terms, conditions and provisions of the
Award  and  these  Terms  and  Conditions,  the party or parties who are thereby
aggrieved  shall  have  the  right  to  specific  performance  and injunction in
addition  to  any and all other rights and remedies at law or in equity, and all
such  rights  and  remedies  shall  be  cumulative.

     17.     No  Right to Continued Retention.  Neither the establishment of the
             --------------------------------
Plan  nor  the award of Option Shares hereunder shall be construed as giving the
Optionee  the  right  to  continued  employment  with the Bank or any affiliate.


                                        5
<PAGE>
                                    EXHIBIT 1
                                    ---------


                              NOTICE OF EXERCISE OF
                            STOCK OPTION TO PURCHASE
                                 COMMON STOCK OF
                              NICOLET NATIONAL BANK



                                            Name
                                                ------------------------------
                                            Address
                                                   ---------------------------

                                            ----------------------------------
                                            Date
                                                ------------------------------


Nicolet  National  Bank
Post  Office  Box  23900
Green Bay, Wisconsin  54305-3900
Attn:  President

Re:    Exercise  of  Non-Qualified  Stock  Option

Gentlemen:

     Subject  to  acceptance  hereof  by  Nicolet National Bank (the "Bank") and
pursuant  to  the  provisions  of the Nicolet National Bank 2000 Stock Incentive
Plan  (the  "Plan"),  I  hereby  give  notice of my election to exercise options
granted  to  me  to  purchase  ______________ shares of Common Stock of the Bank
under  the  Non-Qualified  Stock  Option  Award  (the  "Award")  dated  as  of
____________.  The  purchase  shall  take  place  as  of  __________, 200__ (the
"Exercise  Date").

     On or before the Exercise Date, I will pay the applicable purchase price as
follows:


          [  ]    by  delivery  of  cash  or  a certified check for $___________
                  for  the  full  purchase price payable to the order of Nicolet
                  National  Bank.

          [  ]    by delivery of the purchase price by ________________________,
                  a  broker, dealer or other "creditor" as defined by Regulation
                  T  issued  by  the  Board  of Governors of the Federal Reserve
                  System.  I  hereby  authorize  the  Bank  to  issue  a  stock
                  certificate  for  the  number of shares indicated above in the
                  name  of  said broker, dealer or other creditor or its nominee
                  pursuant  to  instructions received by the Bank and to deliver
                  said  stock  certificate  directly  to  that broker, dealer or
                  other  creditor  (or  to  such  other  party  specified in the
                  instructions  received  by the Bank from the broker, dealer or
                  other  creditor)  upon  receipt  of  the  purchase  price.


                            Exhibit 1 - Page 1 of 3
<PAGE>
     The  required  federal, state and local income tax withholding obligations,
if  any,  on  the  exercise  of  the  Award  shall also be paid on or before the
Exercise  Date  in  cash  or  with  previously  owned shares of Common Stock, as
provided  in  the  Award,  or in the manner provided in the Withholding Election
previously  tendered or to be tendered to the Company no later than the Exercise
Date.

     As  soon  as the stock certificate is registered in my name, please deliver
it  to  me  at  the  above  address.

     If  the  Common  Stock being acquired is not registered for issuance to and
resale  by  the Optionee pursuant to an effective registration statement on Form
S-8  (or successor form) filed under the Securities Act of 1933, as amended (the
"1933  Act"),  I hereby represent, warrant, covenant, and agree with the Bank as
follows:

     The shares of the Common Stock being acquired by me will be acquired for my
     own  account without the participation of any other person, with the intent
     of  holding  the  Common  Stock  for  investment  and without the intent of
     participating,  directly  or  indirectly,  in  a distribution of the Common
     Stock  and  not  with  a  view  to,  or  for resale in connection with, any
     distribution  of  the  Common Stock, nor am I aware of the existence of any
     distribution  of  the  Common  Stock;

     I  am not acquiring the Common Stock based upon any representation, oral or
     written, by any person with respect to the future value of, or income from,
     the Common Stock but rather upon an independent examination and judgment as
     to  the  prospects  of  the  Bank;

     The  Common  Stock  was not offered to me by means of publicly disseminated
     advertisements  or  sales  literature, nor am I aware of any offers made to
     other  persons  by  such  means;

     I am able to bear the economic risks of the investment in the Common Stock,
     including  the  risk  of  a  complete  loss  of  my  investment  therein;

     I  understand and agree that the Common Stock will be issued and sold to me
     without  registration  under  any state law relating to the registration of
     securities  for  sale,  and  will  be  issued  and  sold in reliance on the
     exemptions  from registration under the 1933 Act, provided by Sections 3(b)
     and/or  4(2)  thereof and the rules and regulations promulgated thereunder;

     The  Common  Stock  cannot  be  offered for sale, sold or transferred by me
     other than pursuant to: (A) an effective registration under the 1933 Act or
     in  a  transaction  otherwise  in  compliance  with  the  1933 Act; and (B)
     evidence  satisfactory  to  the  Bank  of  compliance  with  the applicable
     securities  laws of other jurisdictions. The Bank shall be entitled to rely
     upon  an  opinion  of counsel satisfactory to it with respect to compliance
     with  the  above  laws;

     The  Bank  will  be  under no obligation to register the Common Stock or to
     comply  with  any  exemption available for sale of the Common Stock without
     registration  or  filing,  and  the  information or conditions necessary to
     permit  routine  sales  of  securities of the Bank under Rule 144 under the
     1933  Act  are not now available and no assurance has been given that it or
     they  will  become available. The Bank is under no obligation to act in any
     manner  so  as to make Rule 144 available with respect to the Common Stock;


                            Exhibit 1 - Page 2 of 3
<PAGE>
     I  have  and  have had complete access to and the opportunity to review and
     make  copies of all material documents related to the business of the Bank,
     including,  but  not  limited  to,  contracts,  financial  statements,  tax
     returns, leases, deeds and other books and records. I have examined such of
     these  documents  as I wished and am familiar with the business and affairs
     of  the  Bank.  I  realize  that  the  purchase  of  the  Common Stock is a
     speculative investment and that any possible profit therefrom is uncertain;

     I have had the opportunity to ask questions of and receive answers from the
     Bank  and  any  person  acting  on  its  behalf  and to obtain all material
     information  reasonably available with respect to the Bank and its affairs.
     I  have  received all information and data with respect to the Bank which I
     have  requested  and  which  I  have deemed relevant in connection with the
     evaluation  of  the  merits  and  risks  of  my  investment  in  the  Bank;

     I have such knowledge and experience in financial and business matters that
     I  am  capable  of  evaluating  the merits and risks of the purchase of the
     Common  Stock  hereunder  and  I  am able to bear the economic risk of such
     purchase;  and

     The agreements, representations, warranties and covenants made by me herein
     extend  to  and  apply  to all of the Common Stock of the Bank issued to me
     pursuant  to  this  Award. Acceptance by me of the certificate representing
     such  Common  Stock  shall  constitute  a  confirmation by me that all such
     agreements,  representations, warranties and covenants made herein shall be
     true  and  correct  at  that  time.

     I  understand that the certificates representing the shares being purchased
     by  me  in accordance with this notice shall bear a legend referring to the
     foregoing  covenants,  representations  and  warranties and restrictions on
     transfer,  and  I  agree  that a legend to that effect may be placed on any
     certificate  which may be issued to me as a substitute for the certificates
     being  acquired  by me in accordance with this notice. I further understand
     that  capitalized  terms used in this Notice of Exercise without definition
     shall  have  the  meanings  given  to  them  in  the  Plan.

     Very  truly  yours,

     -----------------------------

AGREED  TO  AND  ACCEPTED:

NICOLET  NATIONAL  BANK

By:
   ------------------------------

Title:
      ---------------------------

Number  of  Shares
Exercised:
          -----------------------

Number  of  Shares
Remaining:                              Date:
          -----------------------            ------------------------


                            Exhibit 1 - Page 3 of 3
<PAGE>
                                    EXHIBIT 2
                                    ---------

                         NOTICE OF WITHHOLDING ELECTION
                              NICOLET NATIONAL BANK


TO:
          ----------------------------------------

FROM:
          ----------------------------------------

RE:       Withholding Election


This election relates to the Option identified in Paragraph 3 below.  I hereby
certify that:

(1)  My correct name and social security number and my current address are set
     forth at the end of this document.

(2)  I am (check one, whichever is applicable).

     [  ]  the original recipient of the Option.

     [  ]  the  legal  representative of the estate of the original recipient of
           the Option.

     [  ]  the legal guardian of the original recipient of the Option.

(3)  The  Option  to  which  this  election relates was issued under the Nicolet
     National  Bank  2000  Stock  Incentive  Plan  (the  "Plan")  in the name of
     _________________________  for  the purchase of a total of _________ shares
     of  Common  Stock  of the Company. This election relates to _______________
     shares  of Common Stock issuable upon exercise of the Option, provided that
     the  numbers  set  forth  above  shall  be deemed changed as appropriate to
     reflect  the  applicable  Plan  provisions.

(4)  In  connection  with  any exercise of the Option with respect to the Common
     Stock,  I  hereby  elect:

     [  ]  to  have  certain  of  the shares  issuable  pursuant to the exercise
           withheld  by  the Company  for the purpose of having the value of the
           shares  applied  to  pay  federal,  state,  and  local, if any, taxes
           arising from  the  exercise.

     [  ]  to  tender  shares held by me for a period of at least six (6) months
           prior  to  the exercise  of  the Option for the purpose of having the
           value  of  the  shares  applied  to  pay  such  taxes.

     The shares to be withheld or tendered, as applicable, shall have, as of the
     Tax  Date  applicable  to  the  exercise,  a Fair Market Value equal to the
     minimum  statutory  tax  withholding  requirement under federal, state, and
     local  law  in  connection  with  the  exercise.


                             Exhibit 2 - Page 1 of 2
<PAGE>
(5)  This  Withholding  Election  is  made  no  later  than  the Tax Date and is
     otherwise  timely  made  pursuant  to  the  Plan.

(6)  I  understand that this Withholding Election may not be revised, amended or
     revoked  by  me.

(7)  I  further  understand that, if applicable, the Company shall withhold from
     the shares a whole number of shares having the value specified in Paragraph
     4  above.

(8)  The  Plan  has  been  made  available to me by the Company. I have read and
     understand  the  Plan  and  I  have  no  reason  to believe that any of the
     conditions  to  the  making of this Withholding Election have not been met.

(9)  Capitalized  terms  used  in  this  Notice  of Withholding Election without
     definition  shall  have  the  meanings  given  to  them  in  the  Plan.


Dated:
      -------------------         ---------------------------------------
                                  Signature


-------------------------         ---------------------------------------
Social Security Number            Name (Printed)


                                  ---------------------------------------
                                  Street Address


                                  ---------------------------------------
                                  City, State, Zip Code



                             Exhibit 2 - Page 2 of 2
<PAGE>
                                   SCHEDULE 1
                                VESTING SCHEDULE
                        NON-QUALIFIED STOCK OPTION AWARD
                             ISSUED PURSUANT TO THE
                              NICOLET NATIONAL BANK
                            2000 STOCK INCENTIVE PLAN



A.   The Option Shares shall become vested Option Shares following completion of
     the years of service as an employee of the Bank or any Parent or Subsidiary
     as  indicated  in  the  schedule  below.

                                                    Years of Service After
          Percentage of Option Shares               the Closing Date of the
          Which are Vested Shares               Bank's Initial Public Offering
          ---------------------------           ------------------------------

                   33  1/3%                                   1
                   66  2/3%                                   2
                   100%                                       3

B.   Notwithstanding  Part  A, in the event of a Change in Control subsequent to
     the  third  anniversary  of  the  closing date of the Bank's initial public
     offering,  the  Option  will be fully vested as of a date determined by the
     Committee  which  is  no  less than thirty (30) days prior to the effective
     date  of  the  Change  in  Control.

C.   For  purposes  of the Vesting Schedule, Optionee shall be granted a year of
     service for each twelve-consecutive-month period following the closing date
     of  the Bank's initial public offering and during which Optionee continues,
     at  all  times,  as  an  employee  of the Bank or any Parent or Subsidiary.


                            Schedule 1 - Page 1 of 1
<PAGE>
                          INCENTIVE STOCK OPTION AWARD
                      PURSUANT TO THE NICOLET NATIONAL BANK
                            2000 STOCK INCENTIVE PLAN

     THIS  AWARD  is  made  as  of  the Grant Date by NICOLET NATIONAL BANK (the
"Bank")  to      (the  "Optionee").

     Upon  and  subject  to  the  Terms  and  Conditions  attached  hereto  and
incorporated herein by reference, the Bank hereby awards as of the Grant Date to
Optionee  an  incentive  stock  option  (the  "Option"),  as described below, to
purchase  the  Option  Shares.

     A.   Grant  Date:  _________________________.

     B.   Type  of  Option:  Incentive  Stock  Option.

     C.   Plan  under  which granted: Nicolet National Bank 2000 Stock Incentive
          Plan.

     D.   Option Shares: All or any part of shares of the Bank's $5.00 par value
          common  stock  (the "Common Stock"), subject to adjustment as provided
          in  the  attached  Terms  and  Conditions.

     E.   Exercise Price: $10.00 per share, subject to adjustment as provided in
          the  attached  Terms  and  Conditions.  The  Exercise Price is, in the
          judgment of the Committee, not less than 100% of the Fair Market Value
          of  a  share  of  Common Stock on the Grant Date or, in the case of an
          Over 10% Owner, not less than 110% of the Fair Market Value of a share
          of  Common  Stock  on  the  Grant  Date.

     F.   Option  Period:  The  Option  may  be exercised only during the Option
          Period  which  commences on the Grant Date and ends, generally, on the
          earliest of (a) the tenth (10th) anniversary of the Grant Date (unless
          the  Optionee  is  an  Over  10%  Owner, in which case the fifth (5th)
          anniversary  of  the  Grant  Date); (b) ninety (90) days following the
          date  the Optionee ceases to be an employee of the Bank (including any
          Parent  or Subsidiary) except as provided under clause (c); or (c) one
          (1)  year  following the date the Optionee ceases to be an employee of
          the  Bank  (including  any  Parent  or  Subsidiary)  due  to  death or
          Disability;  provided  that  the Option may be exercised as to no more
          than  the  vested  Option  Shares,  determined pursuant to the Vesting
          Schedule.  Note  that  other  limitations to exercising the Option, as
          described  in  the  attached  Terms  and  Conditions,  may  apply.

     G.   Vesting  Schedule: The Option Shares shall become vested in accordance
          with  Schedule  1  hereto.

     IN  WITNESS  WHEREOF, the Bank has executed and sealed this Award as of the
Grant  Date  set  forth  above.

                                              NICOLET  NATIONAL  BANK

                                              By:
                                                 -------------------------------

                                              Title:
                                                    ----------------------------


<PAGE>
                              TERMS AND CONDITIONS
                                     TO THE
                          INCENTIVE STOCK OPTION AWARD
                      PURSUANT TO THE NICOLET NATIONAL BANK
                            2000 STOCK INCENTIVE PLAN


     1.     Exercise of Option.  Subject to the provisions provided herein or in
            ------------------
the  Award made pursuant to the Nicolet National Bank 2000 Stock Incentive Plan:

          (a)  the Option may be exercised with respect to all or any portion of
     the  vested  Option  Shares  at  any  time  during the Option Period by the
     delivery  to  the  Bank,  at  its principal place of business, of a written
     notice  of exercise in substantially the form attached hereto as Exhibit 1,
     which  shall  be actually delivered to the Bank no earlier than thirty (30)
     days  and no later than ten (10) days prior to the date upon which Optionee
     desires  to  exercise  all  or  any  portion  of  the  Option;  and

          (b) payment to the Bank of the Exercise Price multiplied by the number
     of  Option  Shares  being  purchased  (the "Purchase Price") as provided in
     Section  2.

          (c)  Notwithstanding  any  other  provision  of this Agreement, in the
     event  that  the  capital  of the Bank falls below the minimum requirements
     determined  by the primary federal regulator of the Bank (the "Regulator"),
     the  Regulator  may direct the Bank to require the Optionee to exercise, or
     otherwise  forfeit,  the Option in whole or in part. If the Regulator gives
     such  direction,  the  Bank will notify the Optionee within forty-five (45)
     days  from  the  date  the  Regulator notifies the Bank in writing that the
     Optionee  must  exercise,  or  otherwise forfeit, the Option in whole or in
     part.  If  the Optionee does not exercise the Option in accordance with the
     Bank's  direction within twenty-one (21) days of the Bank's notification to
     the Optionee, the Committee may provide for the cancellation of the Option.

Upon  acceptance  of  such notice and receipt of payment in full of the Purchase
Price,  the  Bank shall cause to be issued a certificate representing the Option
Shares  purchased.

     2.     Purchase Price.  Payment of the Purchase Price for all Option Shares
            --------------
purchased  pursuant  to  the  exercise  of  an  Option  shall be made in cash or
certified  check  or, alternatively, if and when the Common Stock becomes traded
by  brokers,  whether on a national securities exchange or otherwise, by receipt
of  the  Purchase  Price  in  cash  from a broker, dealer or other "creditor" as
defined  by Regulation T issued by the Board of Governors of the Federal Reserve
System  following delivery by the Optionee to the Committee of instructions in a
form  acceptable  to  the Committee regarding delivery to such broker, dealer or
other  creditor of that number of Option Shares with respect to which the Option
is  exercised.

     3.     Rights  as Shareholder.  Until the stock certificates reflecting the
            ----------------------
Option Shares accruing to the Optionee upon exercise of the Option are issued to
the Optionee, the Optionee shall have no rights as a shareholder with respect to
such  Option  Shares.  The  Bank  shall  make no adjustment for any dividends or
distributions  or other rights on or with respect to Option Shares for which the
record  date  is  prior to the issuance of that stock certificate, except as the
Plan  or  the  attached  Award  otherwise  provides.


<PAGE>
     4.     Restriction  on Transfer of Option and of Option Shares.  The Option
            -------------------------------------------------------
evidenced  hereby  is  nontransferable other than by will or the laws of descent
and  distribution  and  shall be exercisable during the lifetime of the Optionee
only  by  the  Optionee  (or  in  the  event  of his Disability, by his personal
representative)  and after his death, only by his legatee or the executor of his
estate.

     5.     Changes  in  Capitalization.
            ---------------------------

          (a)  If  the  number  of  shares of Common Stock shall be increased or
     decreased  by  reason  of  a subdivision or combination of shares of Common
     Stock,  the  payment  of  a stock dividend in shares of Common Stock or any
     other  increase  or  decrease  in  the  number  of  shares  of Common Stock
     outstanding  effected  without  receipt  of  consideration  by the Bank, an
     appropriate  adjustment  shall  be  made  by  the  Committee,  in  a manner
     determined  in its sole discretion, in the number and kind of Option Shares
     and  in  the  Exercise  Price.

          (b)  If  the  Bank  shall  be  the surviving corporation in any merger
     consolidation,  extraordinary  dividend  (including  spin-off)
     recapitalization, reclassification of shares or similar reorganization, the
     Optionee  shall  be entitled to purchase the number and class of securities
     to  which  a  holder of the number of shares of Common Stock subject to the
     Option  at  the time of the transaction would have been entitled to receive
     as  a  result  of  such  transaction, and a corresponding adjustment, where
     appropriate,  shall be made in the Exercise Price. In the event of a Change
     in Control or other corporate transaction pursuant to which the Bank is not
     the  surviving  entity, the Committee may provide for the assumption of the
     Option  by  the  surviving  entity  or  the  substitution  of a new option,
     adjusted  in  a  manner  similar  to  that  contemplated by the immediately
     preceding  sentence; however, if the surviving entity does not agree to the
     assumption  or  substitution  of  the  Option,  the  Committee may elect to
     terminate  the  Option  Period  as  of  the effective date of the Change in
     Control  in  consideration of the payment to the Optionee of the sum of the
     difference between the then aggregate Fair Market Value of the Common Stock
     and the aggregate Exercise Price for each vested Option Share which has not
     been  exercised  as  of  the  effective  date  of  the Change in Control. A
     dissolution  or liquidation of the Bank shall cause the Option to terminate
     as  to  any  portion  thereof not exercised as of the effective date of the
     dissolution  or  liquidation.

          (c)  The existence of the Plan and the Option granted pursuant to this
     Agreement  shall  not  affect  in any way the right or power of the Bank to
     make or authorize any adjustment, reclassification, reorganization or other
     change in its capital or business structure, any merger or consolidation of
     the  Bank,  any  issue  of  debt or equity securities having preferences or
     priorities as to the Common Stock or the rights thereof, the dissolution or
     liquidation  of  the  Bank,  any sale or transfer of all or any part of its
     business  or  assets,  or  any  other  corporate  act  or  proceeding.  Any
     adjustment  pursuant  to  this  Section  may  provide,  in  the Committee's
     discretion,  for the elimination without payment therefor of any fractional
     shares  that  might  otherwise  become  subject  to  any  Option.

     6.     Special Limitation on Exercise.  No purported exercise of the Option
            ------------------------------
shall  be effective without the approval of the Committee, which may be withheld
to  the  extent  that  the  exercise,  either  individually  or in the aggregate
together  with  the  exercise of other previously exercised stock options and/or
offers  and  sales pursuant to any prior or contemplated offering of securities,
would, in the sole and absolute judgment of the Committee, require the filing of
a


<PAGE>
registration statement with the United States Securities and Exchange Commission
or  with  the securities commission of any state. If a registration statement is
not  in  effect  under  the  Securities  Act  of  1933  or  any applicable state
securities  law  with respect to shares of Common Stock purchasable or otherwise
deliverable  under the Option, the Optionee (a) shall deliver to the Bank, prior
to  the exercise of the Option or as a condition to the delivery of Common Stock
pursuant  to  the  exercise  of  an  Option  exercise,  such  information,
representations  and  warranties as the Bank may reasonably request in order for
the  Bank to be able to satisfy itself that the Option Shares are being acquired
in  accordance  with  the  terms  of an applicable exemption from the securities
registration  requirements  of  applicable federal and state securities laws and
(b) shall agree that the shares of Common Stock so acquired will not be disposed
of except pursuant to an effective registration statement, unless the Bank shall
have  received  an  opinion of counsel that such disposition is exempt from such
requirement under the Securities Act of 1933 and any applicable state securities
law.

     7.     Legend  on  Stock  Certificates.  Certificates evidencing the Option
            -------------------------------
Shares, to the extent appropriate at the time, shall have noted conspicuously on
the  certificates  a  legend  intended  to  give  all persons full notice of the
existence  of  the  conditions,  restrictions,  rights and obligations set forth
herein  and  in  the  Plan.

     8.     Governing  Laws.  This  Award  and the Terms and Conditions shall be
            ---------------
construed,  administered  and  enforced  according  to  the laws of the State of
Wisconsin.

     9.     Successors.  This  Award  and  the  Terms  and  Conditions  shall be
            ----------
binding  upon  and  inure  to  the  benefit of the heirs, legal representatives,
successors  and  permitted  assigns  of  the  Optionee  and  the  Bank.

     10.     Notice.  Except  as  otherwise  specified  herein,  all notices and
             ------
other communications under this Award shall be in writing and shall be deemed to
have  been  given  if personally delivered or if sent by registered or certified
United  States mail, return receipt requested, postage prepaid, addressed to the
proposed  recipient  at  the last known address of the recipient.  Any party may
designate  any  other address to which notices shall be sent by giving notice of
the  address  to  the  other  parties  in  the  same  manner as provided herein.

     11.     Severability.  In  the event that any one or more of the provisions
             ------------
or  portion  thereof contained in the Award and these Terms and Conditions shall
for  any  reason be held to be invalid, illegal or unenforceable in any respect,
the  same  shall  not invalidate or otherwise affect any other provisions of the
Award  and  these  Terms  and  Conditions,  and  the  Award  and these Terms and
Conditions  shall  be  construed  as  if  the  invalid, illegal or unenforceable
provision  or  portion  thereof  had  never  been  contained  herein.

     12.     Entire Agreement.  Subject to the terms and conditions of the Plan,
             ----------------
the  Award  and the Terms and Conditions express the entire understanding of the
parties  with  respect  to  the  Option.

     13.     Violation.  Any  transfer,  pledge,  sale,  assignment,  or
             ---------
hypothecation  of  the Option or any portion thereof shall be a violation of the
terms  of  the Award or these Terms and Conditions and shall be void and without
effect.

     14.     Headings  and  Capitalized Terms.  Section headings used herein are
             --------------------------------
for  convenience of reference only and shall not be considered in construing the
Award  or  these Terms and Conditions.


<PAGE>
Capitalized  terms  used,  but not defined, in either the Award or the Terms and
Conditions  shall  be  given  the  meaning  ascribed  to  them  in  the  Plan.

     15.     Specific  Performance.  In  the  event  of any actual or threatened
             ---------------------
default  in,  or  breach  of, any of the terms, conditions and provisions of the
Award  and  these  Terms  and  Conditions,  the party or parties who are thereby
aggrieved  shall  have  the  right  to  specific  performance  and injunction in
addition  to  any and all other rights and remedies at law or in equity, and all
such  rights  and  remedies  shall  be  cumulative.

     16.     No  Right to Continued Retention.  Neither the establishment of the
             --------------------------------
Plan  nor  the award of Option Shares hereunder shall be construed as giving the
Optionee  the  right  to  continued  employment  with the Bank or any affiliate.

     17.     Qualified  Status of Option.  In accordance with Section 2.4 of the
             ---------------------------
Plan,  the  aggregate  Fair Market Value (determined as of the date an Incentive
Stock  Option  is granted) of the Option Shares which become exercisable for the
first  time by an individual during any calendar year shall not exceed $100,000.
If  the  foregoing  limitation  is  exceeded  with respect to any portion of the
Option  Shares,  that portion of the Option Shares which cause the limitation to
be  exceeded  shall  be  treated  as  a  Non-Qualified  Stock  Option.


<PAGE>
                                    EXHIBIT 1
                                    ---------


                              NOTICE OF EXERCISE OF
                            STOCK OPTION TO PURCHASE
                                 COMMON STOCK OF
                              NICOLET NATIONAL BANK



                                            Name
                                                ------------------------------
                                            Address
                                                   ---------------------------

                                            ----------------------------------
                                            Date
                                                ------------------------------



Nicolet  National  Bank
Post  Office  Box  23900
Green Bay, Wisconsin  54305-3900
Attn:  President


Re:     Exercise  of  Incentive  Stock  Option


Gentlemen:

     Subject  to  acceptance  hereof  by  Nicolet National Bank (the "Bank") and
pursuant  to  the  provisions  of the Nicolet National Bank 2000 Stock Incentive
Plan  (the  "Plan"),  I  hereby  give  notice of my election to exercise options
granted  to  me  to  purchase  ______________ shares of Common Stock of the Bank
under  the  Incentive Stock Option Award (the "Award") dated as of ____________.
The  purchase  shall  take  place as of __________, 200__ (the "Exercise Date").

     On or before the Exercise Date, I will pay the applicable purchase price as
follows:


            [  ]  by  delivery  of  cash  or  a certified check for $___________
                  for  the  full  purchase price payable to the order of Nicolet
                  National  Bank.

            [  ]  by delivery of the purchase price by ________________________,
                  a  broker, dealer or other "creditor" as defined by Regulation
                  T  issued  by  the  Board  of Governors of the Federal Reserve
                  System.  I  hereby  authorize  the  Bank  to  issue  a  stock
                  certificate  for  the  number of shares indicated above in the
                  name  of  said broker, dealer or other creditor or its nominee
                  pursuant  to  instructions


                             Exhibit 1 - Page 1 of 3
<PAGE>
                  received  by  the  Bank  and to deliver said stock certificate
                  directly  to that broker, dealer or other creditor (or to such
                  other party specified in the instructions received by the Bank
                  from the broker, dealer or other creditor) upon receipt of the
                  purchase  price.


     As  soon  as the stock certificate is registered in my name, please deliver
it  to  me  at  the  above  address.

     If  the  Common  Stock being acquired is not registered for issuance to and
resale  by  the Optionee pursuant to an effective registration statement on Form
S-8  (or successor form) filed under the Securities Act of 1933, as amended (the
"1933  Act"),  I hereby represent, warrant, covenant, and agree with the Bank as
follows:

     The shares of the Common Stock being acquired by me will be acquired for my
     own  account without the participation of any other person, with the intent
     of  holding  the  Common  Stock  for  investment  and without the intent of
     participating,  directly  or  indirectly,  in  a distribution of the Common
     Stock  and  not  with  a  view  to,  or  for resale in connection with, any
     distribution  of  the  Common Stock, nor am I aware of the existence of any
     distribution  of  the  Common  Stock;

     I  am not acquiring the Common Stock based upon any representation, oral or
     written, by any person with respect to the future value of, or income from,
     the Common Stock but rather upon an independent examination and judgment as
     to  the  prospects  of  the  Bank;

     The  Common  Stock  was not offered to me by means of publicly disseminated
     advertisements  or  sales  literature, nor am I aware of any offers made to
     other  persons  by  such  means;

     I am able to bear the economic risks of the investment in the Common Stock,
     including  the  risk  of  a  complete  loss  of  my  investment  therein;

     I  understand and agree that the Common Stock will be issued and sold to me
     without  registration  under  any state law relating to the registration of
     securities  for  sale,  and  will  be  issued  and  sold in reliance on the
     exemptions  from registration under the 1933 Act, provided by Sections 3(b)
     and/or  4(2)  thereof and the rules and regulations promulgated thereunder;

     The  Common  Stock  cannot  be  offered for sale, sold or transferred by me
     other than pursuant to: (A) an effective registration under the 1933 Act or
     in  a  transaction  otherwise  in  compliance  with  the  1933 Act; and (B)
     evidence  satisfactory  to  the  Bank  of  compliance  with  the applicable
     securities  laws of other jurisdictions. The Bank shall be entitled to rely
     upon  an  opinion  of counsel satisfactory to it with respect to compliance
     with  the  above  laws;

     The  Bank  will  be  under no obligation to register the Common Stock or to
     comply  with  any  exemption available for sale of the Common Stock without
     registration  or  filing,  and  the  information or conditions necessary to
     permit  routine  sales  of  securities of the Bank under Rule 144 under the
     1933  Act  are not now available and no assurance has been given that it or
     they  will  become available. The Bank is under no obligation to act in any
     manner  so  as to make Rule 144 available with respect to the Common Stock;


                             Exhibit 1 - Page 2 of 3
<PAGE>
     I  have  and  have had complete access to and the opportunity to review and
     make  copies of all material documents related to the business of the Bank,
     including,  but  not  limited  to,  contracts,  financial  statements,  tax
     returns, leases, deeds and other books and records. I have examined such of
     these  documents  as I wished and am familiar with the business and affairs
     of  the  Bank.  I  realize  that  the  purchase  of  the  Common Stock is a
     speculative investment and that any possible profit therefrom is uncertain;

     I have had the opportunity to ask questions of and receive answers from the
     Bank  and  any  person  acting  on  its  behalf  and to obtain all material
     information  reasonably available with respect to the Bank and its affairs.
     I  have  received all information and data with respect to the Bank which I
     have  requested  and  which  I  have deemed relevant in connection with the
     evaluation  of  the  merits  and  risks  of  my  investment  in  the  Bank;

     I have such knowledge and experience in financial and business matters that
     I  am  capable  of  evaluating  the merits and risks of the purchase of the
     Common  Stock  hereunder  and  I  am able to bear the economic risk of such
     purchase;  and

     The agreements, representations, warranties and covenants made by me herein
     extend  to  and  apply  to all of the Common Stock of the Bank issued to me
     pursuant  to  this  Award. Acceptance by me of the certificate representing
     such  Common  Stock  shall  constitute  a  confirmation by me that all such
     agreements,  representations, warranties and covenants made herein shall be
     true  and  correct  at  that  time.

     I  understand that the certificates representing the shares being purchased
     by  me  in accordance with this notice shall bear a legend referring to the
     foregoing  covenants,  representations  and  warranties and restrictions on
     transfer,  and  I  agree  that a legend to that effect may be placed on any
     certificate  which may be issued to me as a substitute for the certificates
     being  acquired  by me in accordance with this notice. I further understand
     that  capitalized  terms used in this Notice of Exercise without definition
     shall  have  the  meanings  given  to  them  in  the  Plan.

     Very  truly  yours,

     -----------------------------

AGREED  TO  AND  ACCEPTED:

NICOLET  NATIONAL  BANK

By:
   ------------------------------

Title:
      ---------------------------

Number  of  Shares
Exercised:
          -----------------------

Number  of  Shares
Remaining:                              Date:
          -----------------------            ------------------------


                             Exhibit 1 - Page 3 of 3
<PAGE>
                                   SCHEDULE 1
                                VESTING SCHEDULE
                          INCENTIVE STOCK OPTION AWARD
                             ISSUED PURSUANT TO THE
                              NICOLET NATIONAL BANK
                            2000 STOCK INCENTIVE PLAN



A.    The  Option  Shares shall become vested Option Shares following completion
      of  the  years  of  service  as  an  employee of the Bank or any Parent or
      Subsidiary  as  indicated  in  the  schedule  below.

          Percentage of Option Shares             Years of Service
          Which are Vested Shares               after the Grant Date
          ---------------------------           --------------------

                   33  1/3%                              1
                   66  2/3%                              2
                   100%                                  3

B.    Notwithstanding  Part  A, in the event of a Change in Control prior to the
      third  anniversary  of  the  date  the Bank opens for business, the Option
      shall  become  vested  as  indicated  in  the  following Vesting Schedule:

          Percentage of Option Shares              Years of Service
          Which are Vested Shares               after the Opening Date
          --------------------------            ----------------------

                   33  1/3%                              1
                   66  2/3%                              2
                   100%                                  3

C.    Notwithstanding  Part A, in the event of a Change in Control subsequent to
      the  third anniversary of the date the Bank opens for business, the Option
      will  be fully vested as of a date determined by the Committee which is no
      less  than  thirty  (30) days prior to the effective date of the Change in
      Control.

D.    For  purposes of the Vesting Schedule, Optionee shall be granted a year of
      service  for each twelve-consecutive-month period following the Grant Date
      and  during  which Optionee continues, at all times, as an employee of the
      Bank  or  any  Parent  or  Subsidiary.


                            Schedule 1 - Page 1 of 1
<PAGE>