EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  is  effective  as  of  the 2nd day of January 2002, by and
between NICOLET NATIONAL BANK (the "Bank"), and W. SCOTT KING, a resident of the
State  of  Wisconsin  (the  "Executive").

                                    RECITALS:

     The  Bank  desires  to  employ  the  Executive  as  Senior  Vice President;
Commercial  Lender  of  the  Bank  and  the  Executive  desires  to  accept such
employment.

     In  consideration  of  the  above  premises  and  the  mutual  agreements
hereinafter  set  forth,  the  parties  hereby  agree  as  follows:

1.   DEFINITIONS.  Whenever  used  in  this  Agreement,  the following terms and
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their  variant  forms  shall  have  the  meaning  set  forth  below:

     1.1  "AGREEMENT"  shall  mean  this Agreement and any exhibits incorporated
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herein  together with any amendments hereto made in the manner described in this
Agreement.

     1.2  "AREA"  shall  mean  the  geographic  area  within  the  boundaries of
           ----
northeastern  Wisconsin.  It  is the express intent of the parties that the Area
as defined herein is the area where the Executive performs or performed services
on  behalf  of  the Bank under this Agreement as of, or within a reasonable time
prior  to,  the  termination  of  the  Executive's  employment  hereunder.

     1.3  "BANK  INFORMATION"  means Confidential Information and Trade Secrets.
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     1.4  "BUSINESS  OF  THE  BANK"  shall  mean  the  business conducted by the
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Bank,  which  is  the  business  of  commercial  banking.

     1.5  "CAUSE"  shall  mean:
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          1.5.1  With  respect  to  termination  by  the  Bank:

               (a)  A  material  breach  of  the  terms of this Agreement by the
          Executive,  including, without limitation, failure by the Executive to
          perform  his  duties  and  responsibilities  in  the manner and to the
          extent  required under this Agreement, which remains uncured after the
          expiration  of  thirty  (30)  days  following  the delivery of written
          notice  of  such  breach  to  the  Executive  by  Bank.

               (b)  Conduct  by  the  Executive  that  amounts  to  fraud,
          dishonesty  or willful misconduct in the performance of his duties and
          responsibilities  hereunder;


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               (c)  A  conviction  of  a  crime that is substantially related to
          the  Executive's  duties  and responsibilities with the Bank (e.g., an
          act  of  dishonesty,  fraud,  theft,  etc.); the Bank also retains the
          right  to  suspend the Executive without pay in the event of an arrest
          while  the  Bank investigates the circumstances of the arrest so as to
          determine  whether  the  arrest  is  substantially  related  to  the
          Executive's  position  with  the  Bank.

               (d)  Conduct  by  the  Executive  that  amounts  to  gross  and
          willful  insubordination  or  inattention  to  his  duties  and
          responsibilities  hereunder;  or

               (e)  Conduct  by  the  Executive that results in removal from his
          position  as  an  officer  or  executive of Bank pursuant to a written
          order  by  any  regulatory  agency with authority or jurisdiction over
          Bank.

          1.5.2  With  respect  to  termination  by  the  Executive:

               (a)  A  material  modification to the Executive's job title(s) or
          position(s)  of  responsibility  or  the  scope  of  his  authority or
          responsibilities  under this Agreement without the Executive's written
          consent,  which  modification  is  not  cured  to  the  reasonable
          satisfaction  of  the  Executive within thirty (30) days after written
          notice  thereof  from  the  Executive  to  the  Executive  Vice
          President/Senior  Lending  Officer  and/or  President/CEO of the Bank;

               (b)  Following  a  Change  of Control, a change in supervision so
          that  the  Executive  no  longer reports to the person(s) or entity to
          whom  he  reported  immediately  prior to the Change of Control, which
          change  in  supervision  is  effected  without the Executive's written
          consent;

               (c)  Following  a  Change  of  Control,  a  change in supervisory
          authority  so that the holder of any position who normally reported to
          the  Executive  immediately  prior  to the Change of Control no longer
          reports  to  the  Executive  on  a  regular  basis,  which  change  in
          supervisory  authority  is  effected  without  the Executive's written
          consent;

               (d)  Following a Change of Control, any change in the Executive's
          office  location  such  that  the  Executive  is  required  to  report
          regularly  to  a  location  that  is  beyond a 25-mile radius from the
          Executive's  office  location  immediately  prior  to  the  Change  of
          Control,  which  change  in  office  location  is effected without the
          Executive's  written  consent;  and

               (e)  Following  a  Change  of  Control, any material reduction in
          salary,  bonus opportunity or other benefits provided for in Section 4
          below  from  the  level  in  effect immediately prior to the Change of
          Control.


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     1.6  "CHANGE  OF  CONTROL"  means  any  one  of  the  following  events:
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               (a)  The  acquisition  by  any  person  or  persons  acting  in
          concert  of the then outstanding voting securities of either the Bank,
          if,  after  the  transaction,  the acquiring person (or persons) owns,
          controls  or  holds  with  power  to  vote  thirty-three and one-third
          percent  (33  1/3%)  or  more of any class of voting securities of the
          Bank;

               (b)  Within  any  twelve-month  period (beginning on or after the
          Effective Date) the persons who were directors of the Bank immediately
          before  the  beginning  of  such  twelve-month  period (the "Incumbent
          Directors")  shall  cease  to  constitute  at least a majority of that
          Board  of Directors; provided that any director who was not a director
          as  of  the Effective Date shall be deemed to be an Incumbent Director
          if  that director were elected to the Board of Directors by, or on the
          recommendation  of  or with the approval of, at least two-thirds (2/3)
          of  the  directors  who  then  qualified  as  Incumbent Directors; and
          provided  further  that no director whose initial assumption of office
          is  in  connection  with  an actual or threatened election contest (as
          such terms are used in Rule 14a-11 of Regulation 14A promulgated under
          the  Securities  Exchange  Act  of  1934)  relating to the election of
          directors  shall  be  deemed  to  be  an  Incumbent  Director;

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

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

     1.7  "CONFIDENTIAL  INFORMATION"  means  data  and  information relating to
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the  business  of the Bank (which does not rise to the status of a Trade Secret)
which is or has been disclosed to the Executive or of which the Executive became
aware  as  a  consequence of or through the Executive's relationship to the Bank
and  which  has value to the Bank and is not generally known to its competitors.
Confidential Information shall not include any data or information that has been
voluntarily  disclosed  to  the  public  by  the  Bank (except where such public
disclosure  has  been  made  by the Executive without authorization) or that has
been  independently  developed and disclosed by others, or that otherwise enters
the  public  domain  through  lawful  means.

     1.8  "DISABILITY"  shall  mean  the  inability  of the Executive to perform
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each  of  his  material  duties  under  this  Agreement  for the duration of the
short-term  disability  period under the Bank's policy then in effect (or, if no
such policy is in effect, a period of one-hundred eighty (180) consecutive days)
as  certified by a physician chosen by the Bank and reasonably acceptable to the
Executive.


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     1.9  "TRADE  SECRETS"  means  Bank  information  including, but not limited
           --------------
to,  technical or nontechnical data, formulas, patterns, compilations, programs,
devices,  methods,  techniques,  drawings,  processes, financial data, financial
plans,  product  plans  or  lists  of actual or potential customers or suppliers
which:

               (a)  Derives  economic  value,  actual  or  potential,  from  not
          being  generally  known  to,  and  not  being readily ascertainable by
          proper  means by, other persons who can obtain economic value from its
          disclosure  or  use;  and

               (b)  Is  the  subject  of  efforts  that are reasonable under the
          circumstances  to  maintain  its  secrecy.

2.   DUTIES.
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     2.1  POSITION.  The  Executive  is  employed  initially  as the Senior Vice
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President;  Commercial  Lender  of  the  Bank,  subject  to the direction of the
Executive  Vice  President-Senior Lending Officer of the Bank or its designee(s)
and  shall  perform  and  discharge  well and faithfully the duties which may be
assigned  to him from time to time by the Bank in connection with the conduct of
its business.  The duties and responsibilities of the Executive are set forth on
Exhibit  A  attached  hereto.
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     2.2  FULL-TIME  STATUS.  In  addition  to  the  duties and responsibilities
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specifically  assigned  to  the  Executive  pursuant  to Section 2.1 hereof, the
Executive  shall:

               (a)  Devote  substantially  all  of  his  time,  energy and skill
          during  regular business hours to the performance of the duties of his
          employment  (reasonable  vacations  and  reasonable  absences  due  to
          illness  excepted)  and  faithfully  and  industriously  perform  such
          duties;

               (b)  Diligently  follow  and  implement all reasonable and lawful
          management policies and decisions communicated to him by the Executive
          Vice  President-Senior  Lending  Officer  of  the  Bank;  and

               (c)  Timely  prepare  and  forward  to  the  Executive  Vice
          President-Senior  Lending  Officer  of  the  Bank  all  reports  and
          accountings  as  may  be  requested  of  the  Executive.

     2.3  PERMITTED  ACTIVITIES.  The  Executive  shall  devote  his  entire
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business  time, attention and energies to the Business of the Bank and shall not
during  the Term be engaged (whether or not during normal business hours) in any
other business or professional activity, whether or not such activity is pursued
for  gain,  profit or other pecuniary advantage; but this shall not be construed
as  preventing  the  Executive  from:


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               (a)  Investing  his  personal assets in businesses which (subject
          to  clause  (b) below) are not in competition with the Business of the
          Bank  and  which  will  not  require  any  services on the part of the
          Executive in their operation or affairs and in which his participation
          is  solely  that  of  an  investor;  and

               (b)  Purchasing  securities  in  any corporation whose securities
          are  regularly  traded provided that such purchase shall not result in
          him  collectively owning beneficially at any time five percent (5%) or
          more  of the equity securities of any business in competition with the
          Business  of  the  Bank;

3.   TERM  AND  TERMINATION.
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     3.1  TERM.  This  Agreement  shall  remain  in  effect  for  the  Term.
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While  this  Agreement  remains in effect, it shall automatically renew each day
after the date of this Agreement so that the Term remains a three-year term from
day-to-day  hereafter  unless  the Bank or the Executive gives written notice to
the  other  of its intent that the automatic renewals shall cease.  In the event
such  notice of non-renewal is properly given, this Agreement and the Term shall
expire  on  the third anniversary of the thirtieth (30th) day following the date
such  written  notice  is  received.

     3.2  TERMINATION.  During  the  Term,  the  employment  of  the  Executive
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under  this  Agreement  may  be  terminated  only  as  follows:

          3.2.1  By  the  Bank:

               (a)  For  Cause, upon written notice to the Executive pursuant to
          Section  1.5.1  hereof,  where  the  notice  has  been  approved  by a
          resolution  passed  by  two-thirds  (2/3) of the directors of the Bank
          then  in  office;

               (b)  Without Cause at any time, provided that the Bank shall give
          the  Executive thirty (30) days' prior written notice of its intent to
          terminate,  in  which  event the Bank shall be required to continue to
          meet  its  obligations to the Executive under Section 4.1 for a period
          equal  to  the  lesser  of  (i)  twelve  (12)  months  following  the
          termination  or  (ii)  the  remaining  Term  of  the  Agreement;  or

               (c)  Upon  the Disability of Executive at any time, provided that
          the  Bank  shall  give  the  Executive thirty (30) days' prior written
          notice  of  its intent to terminate, in which event, the Bank shall be
          required  to  continue to meet its obligations under Section 4.1 for a
          period  of  six  (6)  months  following  the  termination or until the
          Executive  begins  receiving  payments  under  the Company's long-term
          disability  policy,  whichever  occurs  first.


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<PAGE>
          3.2.2  By  the  Executive:

               (a)  For  Cause,  in  which  event  the Bank shall be required to
          continue  to meet its obligations under Section 4.1 for a period equal
          to  the  lesser of (i) twelve (12) months following the termination or
          (ii)  the  remaining  Term  of  the  Agreement;  or

               (b)  Without  Cause  or  upon  the  Disability  of the Executive,
          provided that the Executive shall give the Bank sixty (60) days' prior
          written  notice  of  his  intent  to  terminate.

          3.2.3  At  any  time upon mutual, written agreement of the parties.

          3.2.4  Notwithstanding  anything in this Agreement to the contrary,
     the Term shall end automatically upon the Executive's death.

     3.3  CHANGE  OF  CONTROL.  If,  following  a  Change  in  Control,  the
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Executive terminates his employment with the Bank under this Agreement for Cause
within  six  (6) months, the Executive, or in the event of his subsequent death,
his  designated  beneficiaries or his estate, as the case may be, shall receive,
as liquidated damages, in lieu of all other claims, a severance payment equal to
one  and one-half (1.5) times the Executive's then current Base Salary and bonus
then  in  effect,  if  any,  to  be  paid  in  full on the last day of the month
following the date of termination. In no event shall the payment(s) described in
this  Section  3.3  exceed  the amount permitted by Section 280G of the Internal
Revenue  Code,  as  amended  (the  "Code").  Therefore, if the aggregate present
value (determined as of the date of the Change of Control in accordance with the
provisions  of  Section  280G of the Code) of both the severance payment and all
other  payments  to  the  Executive  in  the  nature  of  compensation which are
contingent  on  a change in ownership or effective control of the Bank or in the
ownership  of  a  substantial  portion of the assets of the Bank (the "Aggregate
Severance") would result in a "parachute payment," as defined under Section 280G
of  the  Code,  then the Aggregate Severance shall not be greater than an amount
equal to 2.99 multiplied by Executive's "base amount" for the "base period, " as
those  terms  are  defined  under  Section  280G  of the Code.  In the event the
Aggregate  Severance is required to be reduced pursuant to this Section 3.3, the
Executive  shall  be  entitled  to  determine  which  portions  of the Aggregate
Severance  are to be reduced so that the Aggregate Severance satisfies the limit
set  forth  in  the  preceding  sentence.  Notwithstanding any provision in this
Agreement, if the Executive may exercise his right to terminate employment under
this  Section  3.3  or  under  Section  3.2.2(a), the Executive may choose which
provision  shall  be  applicable.

     3.4  EFFECT  OF  TERMINATION.  Upon  termination  of  the  Executive's
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employment  hereunder,  the  Bank  shall  have  no  further  obligations  to the
Executive  or  the Executive's estate with respect to this Agreement, except for
the payment of salary, bonus and deferred compensation, if any, accrued pursuant
to  Sections  4.1, 4.2 and 4.3 hereof and unpaid as of the effective date of the
termination  of  employment  and  payments  set forth in Sections 3.2.1(a), (c);
Section  3.2.2(a);  Section  3.3;  and  Section  4.4,  as  applicable.  Nothing
contained herein shall limit or impinge upon any other rights or remedies of the
Bank  or  the Executive under any other agreement or plan to which the Executive
is  a  party  or  of  which  the  Executive  is  a  beneficiary.


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4.   COMPENSATION.  The  Executive  shall  receive  the  following  salary  and
     ------------
benefits during the Term, except as otherwise provided below:

     4.1  BASE  SALARY.  During  the  Initial  Term,  the  Executive  shall  be
          ------------
compensated  at  a  base  rate  of  $125,000  per year (the "Base Salary").  The
Executive's Base Salary shall be reviewed by the Executive Vice President-Senior
Lending  Officer  and  President/CEO of the Bank at least annually, and based on
its  evaluation  of Executive's performance, the Executive Vice President-Senior
Lending  Officer  may  recommend to the President/CEO and Executive Committee of
the  Bank  that the Executive's Base Salary be increased in such amount, if any,
as  may  be determined by the Board of Directors of the Bank.  Base Salary shall
be  payable  in  accordance  with  the  Bank's  normal  payroll  practices.

     4.2  INCENTIVE  COMPENSATION.  The  Executive  shall  be  eligible  to
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receive  annual  bonus  compensation,  if  any,  as  determined by the Incentive
Compensation  Plan of the Bank pursuant to any incentive compensation program as
may  be  adopted  from  time  to  time  by  the  Bank.

     4.3  STOCK  OPTIONS.  The  Bank  has an stock incentive plan and will grant
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to the Executive pursuant to such stock incentive plan an incentive stock option
to  purchase, at a per share purchase price equal to $10.00, 7,250 shares of the
Bank's common stock.  The option generally will become vested and exercisable in
thirty-three  and  one-third  percent (33 1/3%) annual increments, commencing on
the  first  anniversary of the option grant date and continuing for the next two
(2)  successive  anniversaries until the option is fully vested and exercisable.
The option shall expire generally upon the earlier of ninety (90) days following
termination  of  employment  or  upon  the tenth anniversary of the option grant
date.  The  option  will  be  issued by the Bank pursuant to its stock incentive
plan  and  subject  to  the  terms  of  a  related  stock  option  agreement.

     4.4  AUTOMOBILE.  Beginning  as  of  the  Agreement  Date,  the  Bank  will
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provide  Executive  with  an  automobile  to  be  used for business and personal
purposes.  The  Bank  shall determine the make and model of the automobile.  The
Bank  will  pay  expenses associated with the operation, maintenance, repair and
insurance  for  the  automobile.

     4.5  BUSINESS  EXPENSES;  MEMBERSHIPS.  The  Bank  specifically  agrees  to
          --------------------------------
reimburse  the  Executive  for:

               (a)  Reasonable  and  necessary  business  (including  travel)
          expenses  incurred  by him in the performance of his duties hereunder,
          as  approved  by  the  Board  of  Directors  of  the  Bank;

               (b)  Reasonable dues and business related expenditures, including
          initiation  fees,  associated  with  memberships,  as  selected by the
          Executive,  in  a  single  country  club and professional associations
          which  are  commensurate  with  his  position;  and


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Provided,  however,  that  the Executive shall, as a condition of reimbursement,
submit verification of the nature and amount of such expenses in accordance with
reimbursement  policies  from time to time adopted by the Bank and in sufficient
detail  to comply with rules and regulations promulgated by the Internal Revenue
Service.

     4.6  VACATION.  On  a  non-cumulative  basis,  the  Executive  shall  be
          --------
entitled  to  four  (4) weeks of vacation in each successive twelve-month period
during  the  Term,  during  which  his  compensation  shall  be  paid  in  full.

     4.7  BENEFITS.  In  addition  to  the  benefits  specifically  described in
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this  Agreement,  the  Executive  shall  be  entitled to such benefits as may be
available  from time to time to executives of the Bank similarly situated to the
Executive.  All  such  benefits  shall be awarded and administered in accordance
with  the Bank's standard policies and practices.  Such benefits may include, by
way  of  example  only,  profit  sharing  plans, retirement or investment funds,
dental,  health,  life and disability insurance benefits and such other benefits
as  the  Bank  deem  appropriate.

     4.8  WITHHOLDING.  The  Bank  may  deduct from each payment of compensation
          -----------
hereunder  all  amounts  required to be deducted and withheld in accordance with
applicable  federal  and  state income, FICA and other withholding requirements.

5.   BANK  INFORMATION.
     -----------------

     5.1  OWNERSHIP  OF  BANK  INFORMATION.  All  Bank  Information  received or
          ---------------------------------
developed  by  the Executive while employed by the Bank will remain the sole and
exclusive  property  of  the  Bank.

     5.2  OBLIGATIONS  OF  THE  EXECUTIVE.  The  Executive  agrees:
          -------------------------------

          (a)  To  hold  Bank  Information  in  strictest  confidence;

          (b)  Not  to  use,  duplicate,  reproduce,  distribute,  disclose  or
     otherwise  disseminate Bank Information or any physical embodiments of Bank
     Information;  and

          (c)  In  any  event,  not  to  take any action causing or fail to take
     any  action  necessary in order to prevent any Bank Information from losing
     its  character or ceasing to qualify as Confidential Information or a Trade
     Secret.

In  the  event  that  the  Executive  is  required  by  law to disclose any Bank
Information,  the  Executive will not make such disclosure unless (and then only
to  the extent that) the Executive has been advised by independent legal counsel
that such disclosure is required by law and then only after prior written notice
is  given  to the Bank when the Executive becomes aware that such disclosure has
been  requested  and  is  required  by  law.  This Section 5 shall survive for a
period  of  twelve  (12)  months following termination of this Agreement for any
reason  with  respect to Confidential Information, and shall survive termination
of  this Agreement for any reason for so long as is permitted by applicable law,
with  respect  to  Trade  Secrets.


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     5.3  DELIVERY  UPON  REQUEST  OR  TERMINATION.  Upon  request  by the Bank,
          -----------------------------------------
and in any event upon termination of his employment with the Bank, the Executive
will promptly deliver to the Bank all property belonging to the Bank, including,
without  limitation,  all  Bank  Information  then in his possession or control.

6.   NON-COMPETITION.  The  Executive  agrees  that during his employment by the
     ---------------
Bank  hereunder  and,  in  the  event  of  his  termination:

  -  By  the  Bank  for  Cause  pursuant  to  Section  3.2.1(a),
  -  By  the  Executive  without  Cause  pursuant  to  Section  3.2.2(b),  or
  -  By the Executive in connection with a Change of Control pursuant to Section
     3.3,

for  a period of twelve (12) months thereafter, he will not (except on behalf of
or with the prior written consent of the Bank), within the Area, either directly
or  indirectly,  on  his own behalf or in the service or on behalf of others, be
employed as an executive employee or in any other capacity which involves duties
and  responsibilities  similar to those undertaken for the Bank (including as an
organizer  or proposed executive officer of a new financial institution), engage
in  any business which is the same as or essentially the same as the Business of
the  Bank.

7.   NON-SOLICITATION  OF  CUSTOMERS.  The  Executive  agrees  that  during  his
     -------------------------------
employment  by  the  Bank  hereunder  and,  in  the  event  of  his termination:

  -  By  the  Bank  for  Cause  pursuant  to  Section  3.2.1(a),
  -  By  the  Executive  without  Cause  pursuant  to  Section  3.2.2(b),  or
  -  By the Executive in connection with a Change of Control pursuant to Section
     3.3,

for  a period of twelve (12) months thereafter, he will not (except on behalf of
or  with  the  prior  written  consent of the Bank), within the Area, on his own
behalf  or in the service or on behalf of others, solicit, divert or appropriate
or  attempt  to  solicit,  divert  or  appropriate, any business from any of the
Bank's customers, including actively sought prospective customers, with whom the
Executive  has  or  had  material  contact  during the last two (2) years of his
employment,  for purposes of providing products or services that are competitive
with  the  Business  of  the  Bank.

8.   NON-SOLICITATION  OF  EMPLOYEES.  The  Executive  agrees  that  during  his
     -------------------------------
employment  by  the  Bank  hereunder  and,  in  the  event  of  his termination:

  -  By  the  Bank  for  Cause  pursuant  to  Section  3.2.1(b),
  -  By  the  Executive  without  Cause  pursuant  to  Section  3.2.2(b),  or
  -  By the Executive in connection with a Change of Control pursuant to Section
     3.3,

for  a period of twelve (12) months thereafter, he will not, within the Area, on
his  own  behalf  or  in the service or on behalf of others, solicit, recruit or
hire  away or attempt to solicit, recruit or hire away, any employee of the Bank
to  another person or entity providing products or services that are competitive
with  the  Business  of  the  Bank,  whether  or  not:


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<PAGE>
  -  Such employee is a full-time employee or a temporary employee of the Bank,
  -  Such  employment  is  pursuant  to  written  agreement,  and
  -  Such  employment  is  for  a  determined  period  or  is  at  will.

9.   REMEDIES.  The  Executive  agrees  that the covenants contained in Sections
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5 through 8 of this Agreement are of the essence of this Agreement; that each of
the covenants is reasonable and necessary to protect the business, interests and
properties of the Bank, and that irreparable loss and damage will be suffered by
the Bank should he breach any of the covenants.  Therefore, the Executive agrees
and consents that, in addition to all the remedies provided by law or in equity,
the  Bank  shall  be entitled to a temporary restraining order and temporary and
permanent  injunctions  to prevent a breach or contemplated breach of any of the
covenants.  The  Bank and the Executive agree that all remedies available to the
Bank  or  the  Executive,  as  applicable,  shall  be  cumulative.

10.  SEVERABILITY.  The  parties  agree  that each of the provisions included in
     ------------
this  Agreement is separate, distinct and severable from the other provisions of
this  Agreement  and  that  the  invalidity or unenforceability of any Agreement
provision shall not affect the validity or enforceability of any other provision
of this Agreement.  Further, if any provision of this Agreement is ruled invalid
or  unenforceable  by  a  court  of competent jurisdiction because of a conflict
between  the  provision  and  any applicable law or public policy, the provision
shall be redrawn to make the provision consistent with and valid and enforceable
under  the  law  or  public  policy.

11.  NO  SET-OFF  BY  THE  EXECUTIVE. The existence of any claim, demand, action
     --------------------------------
or  cause  of  action by the Executive against the Bank, whether predicated upon
this  Agreement  or otherwise, shall not constitute a defense to the enforcement
by  the  Bank  of  any  of  its  rights  hereunder.

12.  NOTICE.  All  notices  and  other  communications  required  or  permitted
     ------
under  this  Agreement shall be in writing and, if mailed by prepaid first-class
mail  or  certified mail, return receipt requested, shall be deemed to have been
received  on  the earlier of the date shown on the receipt or three (3) business
days  after  the postmarked date thereof.  In addition, notices hereunder may be
delivered  by  hand  or  overnight  courier,  in which event the notice shall be
deemed effective when delivered. All notices and other communications under this
Agreement  shall  be  given  to  the  parties hereto at the following addresses:

          (i)  If  to  the  Bank,  to  it  at:
               Post  Office  Box  23900
               Green  Bay,  Wisconsin  54305-3900

          (ii) If  to  the  Executive,  to  him  at:
               848  Mandalay  Terrace
               DePere,  WI  54115

13.  ASSIGNMENT.  Neither  party  hereto  may  assign or delegate this Agreement
     ----------
or  any  of  its rights and obligations hereunder without the written consent of
the  other  party  to  this  Agreement;  provided,  however, that the rights and
obligations  of  the  Bank shall apply to its successor(s) and the rights of the
Executive  shall  inure  to  the  benefit  of  the  heirs  or  the estate of the
Executive.


                                       10
<PAGE>
14.  WAIVER.  A  waiver  by  one  party  to this Agreement of any breach of this
     ------
Agreement  by the other party to this Agreement shall not be effective unless in
writing,  and no waiver shall operate or be construed as a waiver of the same or
another  breach  on  a  subsequent  occasion.

15.  ARBITRATION.  Any  controversy  or  claim  arising  out  of  or relating to
     -----------
this contract, or the breach thereof, shall be settled by binding arbitration in
accordance  with  the  Commercial  Arbitration Rules of the American Arbitration
Association.  Judgment  upon the award rendered by the arbitrator may be entered
only in a state court of Wisconsin or the federal court for the Eastern District
of  Wisconsin.  The  Bank  and the Executive agree to share equally the fees and
expenses  associated  with  the  arbitration  proceedings.

16.  ATTORNEYS'  FEES.  In  the  event  that the parties have complied with this
     ----------------
Agreement  with respect to arbitration of disputes and litigation ensues between
the  parties  concerning  the  enforcement  of  an  arbitration award, the party
prevailing  in such litigation shall be entitled to receive from the other party
all reasonable costs and expenses, including without limitation attorneys' fees,
incurred  by  the  prevailing  party in connection with such litigation, and the
other  party  shall pay such costs and expenses to the prevailing party promptly
upon  demand  by  the  prevailing  party.

17.  APPLICABLE  LAW.  This  Agreement  shall  be  construed  and enforced under
     ---------------
and  in  accordance  with  the  laws  of  the  State  of  Wisconsin.

18.  INTERPRETATION.  Words  importing  any  gender  include  all genders. Words
     --------------
importing  the singular form shall include the plural and vice versa.  The terms
"herein",  "hereunder", "hereby", "hereto", "hereof" and any similar terms refer
to  this  Agreement.  Any captions, titles or headings preceding the text of any
article,  section  or  subsection herein are solely for convenience of reference
and  shall  not  constitute  part  of  this  Agreement  or  affect  its meaning,
construction  or  effect.

19.  ENTIRE  AGREEMENT.  This  Agreement  embodies  the  entire  and  final
     -----------------
agreement  of  the  parties  on the subject matter stated in this Agreement.  No
amendment  or  modification of this Agreement shall be valid or binding upon the
Bank  or  the  Executive unless made in writing and signed by both parties.  All
prior  understandings  and  agreements  relating  to  the subject matter of this
Agreement  are  hereby  expressly  terminated.

20.  RIGHTS  OF  THIRD  PARTIES.  Nothing  herein  expressed  is  intended to or
     --------------------------
shall  be  construed to confer upon or give to any person, firm or other entity,
other  than  the  parties  hereto  and  their  permitted  assigns, any rights or
remedies  under  or  by  reason  of  this  Agreement.

21.  SURVIVAL.  The  obligations  of  the  Executive  pursuant to Sections 5, 6,
     --------
7,  8  and  9  shall  survive the termination of the employment of the Executive
hereunder  for  the  period  designated under each of those respective sections.


                                       11
<PAGE>
     IN  WITNESS WHEREOF, the Bank and the Executive have executed and delivered
this  Agreement  as  of  the  date  first  shown  above.

                              THE BANK:

                              NICOLET NATIONAL BANK

                              By:  /s/  Robert B. Atwell
                                 -------------------------------------
                              Print Name:  Robert B. Atwell
                                         -----------------------------
                              Title:  President and CEO
                                    ----------------------------------



                              THE  EXECUTIVE:


                                   /s/  W. Scott King
                              -----------------------------------------
                              W. SCOTT KING


                                       12
<PAGE>