**EXHIBIT
      10.2**




**FIRST
      AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT**





THIS
      FIRST AMENDMENT is made and entered into this 29th day of June, 2007 by and
      between MERCHANTS & MANUFACTURERS BANCORPORATION, a Wisconsin corporation
      (“Employer”) and JAMES C.  MROCZKOWSKI (the “Executive”).





RECITALS:





WHEREAS,
      Employer and Executive are parties to an executive employment agreement dated
      January 2, 1996 (the “Employment Agreement”);





WHEREAS,
      certain provisions regarding the payment of benefits to the Executive upon
      the
      termination of his employment under the Employment Agreement are subject to
      the
      requirements of Internal Revenue Code Section 409A; and





WHEREAS,
      Employer and Executive now desire to amend the Employment Agreement in order
      to
      comply with Code Section 409A as set for below:





1.           Separation
      From Service.  An additional sentence shall be inserted into
      Section 5 the Employment Agreement after the first sentence of such Section
      5 to
      read:




“Except
      upon the death of Executive, a termination of employment under this Agreement
      shall only occur to the extent Executive has a “separation from service” from
      Employer in accordance with Section 409A of the Code.”





2.           Disability.  The
      second, third and fourth sentences of Section 5(i) of the Employment Agreement
      are hereby deleted and replaced with the following language:





“As
      used
      in this Agreement, “disability” means the Executive(1) is unable to engage in
      any substantial gainful activity by reason of any medically determinable
      physical or mental impairment which can be expected to result in death or can
      be
      expected to last for a continuous period of not less than 12 months, or (2)
      is,
      by reason of any medically determinable physical or mental impairment which
      can
      be expected to result in death or can be expected to last for a continuous
      period of not less than 12 months, receiving income replacement benefits for
      a
      period of not less than 3 months under an accident and health plan covering
      employees of the Employer.”





3.           Payment
      of Benefits Upon Certain Terminations Following a Change in
      Control.  The second sentence of Section 5(viii)(a) of the
      Employment Agreement is hereby deleted and replaced with the following
      language:








“If
      termination follows a “change in control” under Section 5(iv)(b), Executive
      shall receive the payments specified in the immediately preceding sentence
      in a
      lump sum without any discount, payable within thirty (30) days following the
      dateof termination, subject to the limitations set forth in Section 5(viii)(d)
      and Section 6 below.”





4.           Retirement
      Benefit.  The first sentence of Section 5(viii)(b) of the
      Employment Agreement is deleted and replaced with the following
      language:





“In
      addition to the retirement benefit to which Executive is entitled under tax
      qualified retirement plans maintained by Employer (hereinafter collectively
      referred to as “Plan”), Executive shall receive as additional severance benefit
      a retirement benefit under this Agreement, which (except as determined below)
      shall be determined in accordance with and paid under this Agreement in the
      form
      provided in the Plan.  Such additional severance benefit shall be paid
      to Executive within thirty (30) days following the date of termination, subject
      to the limitations set forth in Section 5(viii)(d) and Section 6
      below.”





5.           Delay
      of Payments if Required by Section 409A.  A new Section 5(viii)(d)
      shall be inserted into the Employment Agreement, to read:





“If
      Executive is a “specified employee” within the meaning of Section
      409A(a)(2)(B)(i) of the Code, any payments under Sections 5(viii)(a) or (b)
      above (including any amount payable under Sections 5(viii)(a) or (b) above
      by
      virtue of Section 5(vii)) due Executive within the six (6) month period
      following Executive’s Termination Date will be delayed until the date that is
      six (6) months following the Termination Date, at which point any such delayed
      payments will be paid to Executive in a lump sum.”





Except
      as
      expressly amended herein, the Employment Agreement shall remain in full force
      and effect.





IN
      WITNESS WHEREOF, the undersigned have executed this First Amendment as of day,
      month and year first referenced above.





EMPLOYER:





MERCHANTS
&
      MANUFACTURERS


BANCORPORATION,
      INC.




By:
/s/
      Michael J.
      Murry





EXECUTIVE:




/s/
      James C.
      Mroczkowski


James
      C. Mroczkowski






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