EXHIBIT 10.5




                            NICOLET BANKSHARES, INC.
                            2002 STOCK INCENTIVE PLAN



<PAGE>
<TABLE>
<CAPTION>
                         TABLE OF CONTENTS


                                                                PAGE
                                                                ----
<S>                                                             <C>

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 . . . . . . . . . . . . .   6
   3.1   General Terms and Conditions. . . . . . . . . . . . .   6
   3.2   Terms and Conditions of Options.. . . . . . . . . . .   7
      (a)   Option Price . . . . . . . . . . . . . . . . . . .   7
      (b)   Option Term. . . . . . . . . . . . . . . . . . . .   7
      (c)   Payment. . . . . . . . . . . . . . . . . . . . . .   7
      (d)   Conditions to the Exercise of an Option. . . . . .   8
      (e)   Termination of Incentive Stock Option. . . . . . .   8
      (f)   Special Provisions for Certain Substitute Options.   8
   3.3   Treatment of Awards Upon Termination of Service . . .   8
SECTION 4  RESTRICTIONS ON STOCK . . . . . . . . . . . . . . .   9
   4.1   Escrow of Shares. . . . . . . . . . . . . . . . . . .   9
   4.2   Restrictions on Transfer. . . . . . . . . . . . . . .   9
SECTION 5  GENERAL PROVISIONS. . . . . . . . . . . . . . . . .   9
   5.1   Withholding.. . . . . . . . . . . . . . . . . . . . .   9
   5.2   Changes in Capitalization; Merger; Liquidation. . . .  10
   5.3   Cash Awards . . . . . . . . . . . . . . . . . . . . .  11
   5.4   Compliance with Code. . . . . . . . . . . . . . . . .  11
   5.5   Right to Terminate Service. . . . . . . . . . . . . .  11
   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.. . . . . . . .  12
   5.9   Stockholder Approval. . . . . . . . . . . . . . . . .  12
   5.10  Choice of Law.. . . . . . . . . . . . . . . . . . . .  12
   5.11  Effective Date of the Plan. . . . . . . . . . . . . .  12
</TABLE>


<PAGE>
                            NICOLET BANKSHARES, INC.
                            2002 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)     "Affiliate"  means
                   ---------

               (1)     any  Subsidiary  or  Parent;

               (2)     an  entity  that  directly  or  through  one  or  more
intermediaries  controls,  is controlled by, or is under common control with the
Company,  as  determined  by  the  Company;  or

               (3)     any  entity  in  which the Company has such a significant
interest  that  the  Company  determines  it should be deemed an "Affiliate," as
determined  in  the  sole  discretion  of  the  Company.

          (b)     "Bank"  means  Nicolet  National  Bank.
                   ----

          (c)     "Board  of  Directors" means the board of directors of the
                   --------------------
Company.

          (d)     "Cause"  has  the  same  meaning as provided in the employment
                   -----
agreement between the Participant and the Company 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 Company
or  Affiliate(s);  (2)  Participant's  willful  misconduct,  repeated refusal to
follow the reasonable directions of the person or entity to whom the Participant
directly reports or knowing violation of law in the course of performance of the
duties  of  Participant's service with the Company or Affiliate(s); (3) repeated
absences  from  work without a reasonable excuse; (4) repeated intoxication with
alcohol or drugs while on the Company'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 Company or Affiliate(s) are
party.

          (e)     "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  individual, entity or "group,"
within  the  meaning  of  Section 13(d)(3) or Section 14(d)(2) of the Securities
Exchange  Act  of 1934, as amended, (a "Person") of beneficial ownership (within
the  meaning  of  Rule  13-d-3  promulgated under the Securities Exchange Act of
1934)  of  voting  securities  of the Company or the Bank where such acquisition
causes  any  such  Person to own thirty-three and one-third percent (33 1/3%) or
more


<PAGE>
of  the combined voting power of the then outstanding voting securities entitled
to  vote  generally  in  the  election  of  directors;

               (2)     within  any  twelve-month  period,  the  persons who were
directors  of  the  Company or 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 of the Company or the Bank; 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 of the Company or the Bank 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 relating to the election of directors shall be deemed to be an
Incumbent  Director;

               (3)     a  reorganization,  merger or consolidation, with respect
to  which  persons  who  were  the  stockholders  of  the  Company  or  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  Company  or  the  Bank  to  any  third  party.

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

          (g)     "Committee"  means  the  committee  appointed  by the Board of
                   ---------
Directors to administer the Plan pursuant to Plan Section 2.3.  If the Committee
has  not been appointed, the Board of Directors in its entirety shall constitute
the  Committee.

          (h)     "Disability" has the same meaning as provided in the long-term
                   ----------
disability  plan  or  policy  maintained  or,  if  applicable,  most  recently
maintained, by the Company 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.

          (i)     "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.

          (j)     "Fair  Market  Value"  with  regard  to  a  date  means:
                   -------------------

               (1)     the  price  at  which  Stock shall have been sold on that
date  or  the  last  trading date prior to that date as reported by the national
securities  exchange  selected by the


                                        2
<PAGE>
Committee  on  which  the  shares  of  Stock  are  then  actively  traded or, if
applicable,  as  reported  by  the  NASDAQ  Stock  Market;

               (2)     if  such market information is not published on a regular
basis,  the  price  of  Stock in the over-the-counter market on that date or the
last  business day prior to that date as reported by the NASDAQ Stock Market or,
if  not  so  reported,  by  a  generally  accepted  reporting  service;  or

               (3)     if  Stock  is  not publicly traded, as determined in good
faith by the Committee with due consideration being given to (i) the most recent
independent  appraisal of the Company, if such appraisal is not more than twelve
months  old  and  (ii)  the  valuation  methodology  used in any such appraisal.

     For  purposes  of  Paragraphs (1), (2), or (3) above, the Committee may use
the  closing  price  as  of the applicable date, the average of the high and low
prices  as  of  the applicable date or for a period certain ending on such date,
the  price determined at the time the transaction is processed, the tender offer
price for shares of Stock, or any other method which the Committee determines is
reasonably  indicative  of  the  fair  market  value.

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

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

          (m)     "Option"  means  a  Nonqualified  Stock Option or an Incentive
                   ------
Stock  Option.

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

          (o)     "Parent"  means any corporation (other than the Company) in an
                   ------
unbroken  chain  of  corporations  ending  with  the Company if, with respect to
Incentive  Stock Options, at the time of granting of the Incentive Stock Option,
each  of  the  corporations  other  than the Company 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.

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

          (q)     "Plan" means the Nicolet Bankshares, Inc. 2002 Stock Incentive
                   ----
Plan.

          (r)     "Stock"  means  the  Company's $.01 par value per share common
                   -----
stock.


                                        3
<PAGE>
          (s)     "Stock  Incentive  Agreement"  means  an agreement between the
                   ---------------------------
Company  and a Participant or other documentation evidencing an award of a Stock
Incentive.

          (t)     "Stock  Incentives"  means,  collectively,  Incentive  Stock
                   -----------------
Options  and  Nonqualified  Stock  Options.

          (u)     "Subsidiary" means any corporation (other than the Company) in
                   ----------
an unbroken chain of corporations beginning with the Company 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.  A  "Subsidiary" shall include any entity other than a corporation to the
extent  permissible  under  Section 424(f) or regulations or rulings thereunder.

          (v)     "Termination of Service"  means the termination of the service
                   ----------------------
relationship,  whether  employment  or  otherwise, between a Participant and the
Company  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, 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  employees  and  directors  of  the Company and its Affiliates to
stimulate  their  efforts  toward  the  continued  success of the Company and to
operate  and manage the business in a manner that will provide for the long-term
growth  and  profitability  of  the  Company;  (b)  encourage stock ownership by
employees  and directors by providing them with a means to acquire a proprietary
interest in the Company 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, 125,000 shares of Stock (the "Maximum Plan Shares") are hereby
reserved  exclusively  for  issuance  upon exercise or payment pursuant to Stock
Incentives.  At  such  time  as  the  Company  is  subject  to Section 16 of the
Exchange  Act,  at  no  time shall the Company 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 Committee shall consist of at least two members of the Board of
Directors.  During  those


                                        4
<PAGE>
periods  that  the  Company  is  subject  to the provisions of Section 16 of the
Securities  Exchange  Act of 1934, the Board of Directors shall consider whether
each  Committee  member  should  qualify  as an "outside director" as defined in
Treasury  Regulations Section 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 employees and directors of the Company 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.

     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
             ------------------------
employees and directors of the Company or any Affiliate; provided, however, that
an  Incentive  Stock Option may only be granted to an employee of the Company 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  Company  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 Nonqualified Stock Option(s).   During such periods
as  required  by  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  an  employee  may not exceed 75,000, subject to
adjustment  in accordance with Section 5.2.  If, after grant, the exercise price
of an Option is reduced, the transaction shall be treated as the cancellation of
the  Option  and  the  grant  of  a  new  Option.  If  an Option is deemed to be
cancelled  as  described in the preceding sentence, the Option that is deemed to
be  cancelled  and the Option that is deemed to be granted shall both be counted
against  the  Maximum  Plan  Shares  and  the maximum number of shares for which
Options  may  be  granted  to  an  employee  during  any  calendar  year.


                                        5
<PAGE>
                      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 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


                                        6
<PAGE>
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 Nonqualified Stock Option, and the Option shall be
clearly  identified  as  to  its  status  as  an  Incentive  Stock  Option  or a
Nonqualified Stock Option.  At the time any Incentive Stock Option is exercised,
the Company 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  Company's stockholders.  All Options shall provide that the primary federal
regulator  of  the  Company  may  require a Participant to exercise an Option in
whole  or  in part if the capital of the Company or 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 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  Nonqualified  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) Company 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.


                                        7
<PAGE>
          (d)     Conditions  to the Exercise of an Option.  Each Option granted
                  ----------------------------------------
under  the  Plan shall be exercisable by the Participant or any other designated
person,  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  opened  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 opened for
business.

          (e)     Termination of Incentive Stock Option Status.  With respect to
                  --------------------------------------------
an  Incentive  Stock  Option,  in  the  event of the Termination of Service 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 Service 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.

          (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.


                                        8
<PAGE>
                        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  Company 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  Company,  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 Company shall not recognize, or
have the duty to recognize, any Disposition not made in accordance with the Plan
and  the  applicable  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  Company shall deduct from all cash distributions
             -----------
under  the  Plan  any  taxes  required to be withheld by federal, state or local
government.  Whenever  the  Company proposes or is required to issue or transfer
shares  of Stock under the Plan, the Company shall have the right to require the
recipient  to  remit to the Company an amount sufficient to satisfy any federal,
state  and  local  tax  withholding  requirements  prior  to the delivery of any
certificate  or  certificates  for  such  shares.  A  Participant  may  pay  the
withholding  obligation  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
obligation 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:


                                        9
<PAGE>
          (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 Company 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 employee 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  Company.

          (b)     In  the  event  of  any merger, consolidation, reorganization,
extraordinary  dividend,  spin-off,  sale  of substantially all of the Company's
assets,  other  change  in  the  capital  structure  of the Company or its Stock
(including  any  Change  in  Control)  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, reorganization,
extraordinary  dividend,  spin-off,  sale  of substantially all of the Company's
assets,  other  change  in capital structure or tender offer, including, without
limitation;  the assumption of other awards, the substitution of new awards, the
adjustment  of  outstanding  awards  (with  or  without  the  payment  of  any
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, reorganization,
extraordinary  dividend,  spin-off,  sale  of substantially all of the Company's
assets,  other  change  in  the capital structure of the Company or its Stock or
tender  offer  for  shares  of Stock or the termination of outstanding awards in
exchange for the cash value, as determined in good faith by the Committee of the
vested  and/or unvested portion of the award.  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
Company to make or authorize any adjustment, reclassification, reorganization or
other  change  in its capital or business structure, any merger or consolidation
of  the  Company,  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


                                       10
<PAGE>
Company,  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  a  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  employee,  director, organizer or officer of the Company or affect the right
of  the  Company  to  terminate  the  Participant's  services  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 distribution
and  agree  that  the  shares  will  not  be  disposed  of except pursuant to an
effective  registration  statement,  unless  the  Company 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
Company  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 Company, in
its  discretion,  shall  deem  appropriate.

     5.7     Non-Alienation  of  Benefits.  Other  than as specifically provided
             ----------------------------
herein,  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.


                                       11
<PAGE>
     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 Company 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 Company for their approval within twelve (12) months before
or after the adoption of the Plan by the Board of Directors.

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

     5.11     Effective Date of the Plan.  The Plan was approved by the Board of
              --------------------------
Directors as of May 21, 2002 and will be effective as of that date.


                                       NICOLET  BANKSHARES,  INC.

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

                                       Title:  President  and  CEO
                                             --------------------------------
ATTEST:

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

     [CORPORATE  SEAL]



                                       12
<PAGE>
                          INCENTIVE STOCK OPTION AWARD
                    PURSUANT TO THE NICOLET BANKSHARES, INC.
                            2002 STOCK INCENTIVE PLAN

     THIS  AWARD  is  made as of the Grant Date by NICOLET BANKSHARES, INC. (the
"Company")  to                    (the  "Optionee").
                -----------------

     Upon  and  subject  to  the  Terms  and  Conditions  attached  hereto  and
incorporated herein by reference, the Company 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:             ,  2002.
                        -----------

     B.   Type  of  Option:  Incentive  Stock  Option.

     C.   Plan  under  which  granted:  Nicolet  Bankshares,  Inc.  2002  Stock
          Incentive  Plan.

     D.   Option  Shares:  All or any part of            shares of the Company's
                                              ----------
          $.01  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) three (3) months following the
          date  the  Optionee ceases to be an employee of the Company (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  Company  (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 Company has executed and sealed this Award as of
the  Grant  Date  set  forth  above.

                                   NICOLET BANKSHARES, INC.

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

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


<PAGE>
                              TERMS AND CONDITIONS
                                     TO THE
                          INCENTIVE STOCK OPTION AWARD
                    PURSUANT TO THE NICOLET BANKSHARES, INC.
                            2002 STOCK INCENTIVE PLAN


     1.   Exercise  of  Option.  Subject to the provisions provided herein or in
          --------------------
the  Award  made  pursuant  to the Nicolet Bankshares, Inc. 2002 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  Company,  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 Company 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  Company  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 Company or the Bank falls below the minimum
     requirements  determined  by  the  primary federal regulator of the Company
     (the  "Regulator"),  the  Regulator  may  direct the Company to require the
     Optionee to exercise, or otherwise forfeit, the Option in whole or in part.
     If the Regulator gives such direction, the Company will notify the Optionee
     within  forty-five  (45)  days  from  the  date  the Regulator notifies the
     Company  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 Company's direction within twenty-one (21)
     days  of  the  Company'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, if applicable, the Company shall cause
to  be  issued  a  certificate  representing  the  Option  Shares  purchased.

     2.  Withholding.  To  the  extent  this  Award is treated as a Nonqualified
         -----------
Stock  Option  pursuant  to  Paragraph  18 hereof, 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:


<PAGE>
          (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  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 Company 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 Company, 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  Company  shall  be  the  surviving  corporation  in  any
     merger  consolidation,  reorganization, extraordinary dividend, spin-off or
     other change in the capital structure of the Company, 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 Company 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


<PAGE>
     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  Company 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
     Company  to  make  or  authorize  any  adjustment,  reclassification,
     reorganization  or  other  change in its capital or business structure, any
     merger  or  consolidation  of  the  Company,  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 Company, 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
Company,  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  Company  may reasonably
request  in  order  for the Company 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  Company  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.


<PAGE>
     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  Company.

     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 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 Company or any affiliate.

     18.  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  Nonqualified  Stock  Option.


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


                              NOTICE OF EXERCISE OF
                            STOCK OPTION TO PURCHASE
                                 COMMON STOCK OF
                            NICOLET BANKSHARES, INC.


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

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

Nicolet Bankshares, Inc.
Post Office Box 23900
Green Bay, Wisconsin 54305-3900
Attn: President

Re:    Exercise of Incentive Stock Option

Gentlemen:

     Subject  to  acceptance  hereof by Nicolet Bankshares, Inc. (the "Company")
and  pursuant  to  the  provisions  of  the  Nicolet Bankshares, Inc. 2002 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
                                    --------------
Company  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
               Bankshares,  Inc.

         [ ]   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 Company 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  Company  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 Company
               from  the  broker,  dealer or other creditor) upon receipt of the
               purchase  price.

     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


                             Exhibit 1 - Page 1 of 3
<PAGE>
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 Company
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  Company;

     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  Company  of compliance with the applicable
     securities  laws  of  other jurisdictions. The Company shall be entitled to
     rely  upon  an  opinion  of  counsel  satisfactory  to  it  with respect to
     compliance  with  the  above  laws;

     The  Company 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 Company 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 Company 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
     Company,  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 Company. 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
     Company  and  any  person  acting  on its behalf and to obtain all material
     information  reasonably  available  with  respect  to  the  Company and its
     affairs.  I  have  received  all  information  and data with respect to the
     Company  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  Company;

     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 Company 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 BANKSHARES, INC.

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 BANKSHARES, INC.


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
     Bankshares,  Inc.  2002  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
                          INCENTIVE STOCK OPTION AWARD
                             ISSUED PURSUANT TO THE
                            NICOLET BANKSHARES, INC.
                            2002 STOCK INCENTIVE PLAN



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

          Percentage of Option Shares               Years of Service After
          Which are Vested Shares                   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 subsequent to
     the  third anniversary of the date the Bank opened 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.

C.   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
     Company  or  any  Parent  or  Subsidiary.


                             Schedule 1 - Page 1 of 1
<PAGE>
                         NONQUALIFIED STOCK OPTION AWARD
                    PURSUANT TO THE NICOLET BANKSHARES, INC.
                            2002 STOCK INCENTIVE PLAN

     THIS  AWARD  is  made as of the Grant Date by NICOLET BANKSHARES, INC. (the
"Company")  to  (the  "Optionee").

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

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

     B.   Type  of  Option:  Nonqualified  Stock  Option.

     C.   Plan  under  which  granted:  Nicolet  Bankshares,  Inc.  2002  Stock
          Incentive  Plan.

     D.   Option  Shares:  All or any part of       shares of the Company's $.01
                                              ------
          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)
          three  (3)  months  following  the  date  the Optionee ceases to be an
          employee of the Company (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 Company (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 Company has executed and sealed this Award as of
the  Grant  Date  set  forth  above.

                                   NICOLET BANKSHARES, INC.

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

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


<PAGE>
                              TERMS AND CONDITIONS
                                     TO THE
                         NONQUALIFIED STOCK OPTION AWARD
                    PURSUANT TO THE NICOLET BANKSHARES, INC.
                            2002 STOCK INCENTIVE PLAN


     1.   Exercise  of  Option.  Subject to the provisions provided herein or in
          --------------------
the  Award  made  pursuant  to the Nicolet Bankshares, Inc. 2002 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  Company,  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 Company 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  Company  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 Company or the Bank falls below the minimum
     requirements  determined  by  the  primary federal regulator of the Company
     (the  "Regulator"),  the  Regulator  may  direct the Company to require the
     Optionee to exercise, or otherwise forfeit, the Option in whole or in part.
     If the Regulator gives such direction, the Company will notify the Optionee
     within  forty-five  (45)  days  from  the  date  the Regulator notifies the
     Company  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 Company's direction within twenty-one (21)
     days  of  the  Company'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 Company
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 Company 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 Company, 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  Company  shall  be  the  surviving  corporation  in  any
     merger  consolidation,  reorganization, extraordinary dividend, spin-off or
     other change in the capital structure of the Company, 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 Company 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


                                        3
<PAGE>
     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  Company  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
     Company  to  make  or  authorize  any  adjustment,  reclassification,
     reorganization  or  other  change in its capital or business structure, any
     merger  or  consolidation  of  the  Company,  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 Company, 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
Company,  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  Company  may reasonably
request  in  order  for the Company 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  Company  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  Company.


                                        4
<PAGE>
     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 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 Company or any affiliate.


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


                              NOTICE OF EXERCISE OF
                            STOCK OPTION TO PURCHASE
                                 COMMON STOCK OF
                            NICOLET BANKSHARES, INC.


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

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

Nicolet Bankshares, Inc.
Post Office Box 23900
Green  Bay,  Wisconsin  54305-3900
Attn: President

Re:  Exercise  of  Nonqualified  Stock  Option

Ladies and Gentlemen:

     Subject  to  acceptance  hereof by Nicolet Bankshares, Inc. (the "Company")
and  pursuant  to  the  provisions  of  the  Nicolet Bankshares, Inc. 2002 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
                                    --------------
Company  under  the  Nonqualified  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
               Bankshares,  Inc.

          [ ] 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 Company 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  Company  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 Company
               from  the  broker,  dealer or other creditor) upon receipt of the
               purchase  price.

     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


                             Exhibit 1 - Page 1 of 3
<PAGE>
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 Company
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  Company;

     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  Company  of compliance with the applicable
     securities  laws  of  other jurisdictions. The Company shall be entitled to
     rely  upon  an  opinion  of  counsel  satisfactory  to  it  with respect to
     compliance  with  the  above  laws;

     The  Company 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 Company 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 Company 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 2
<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
     Company,  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 Company. 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
     Company  and  any  person  acting  on its behalf and to obtain all material
     information  reasonably  available  with  respect  to  the  Company and its
     affairs.  I  have  received  all  information  and data with respect to the
     Company  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  Company;

     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 Company 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 BANKSHARES, INC.

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

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

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

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


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

                         NOTICE OF WITHHOLDING ELECTION
                            NICOLET BANKSHARES, INC.


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
     Bankshares,  Inc.  2002  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
                         NONQUALIFIED STOCK OPTION AWARD
                             ISSUED PURSUANT TO THE
                            NICOLET BANKSHARES, INC.
                            2002 STOCK INCENTIVE PLAN



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

          Percentage of Option Shares              Years of Service After
          Which are Vested Shares                  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 subsequent to
     the  third anniversary of the date the Bank opened 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.

C.   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
     Company  or  any  Parent  or  Subsidiary.


                            Schedule 1 - Page 1 of 1
<PAGE>