**EXHIBIT
        10.10**


**AMENDED
        AND RESTATED**


**SUPPLEMENTAL
        EXECUTIVE RETIREMENT AGREEMENT**


**THIS
      AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT** is
      made as of the 29th day of June, 2007,between Merchants and Manufacturers
      Bancorporation, Inc., a Wisconsin corporation and its successor and assigns
      (collectively, “Employer”) and John Krawczyk, an adult resident of the State of
      Wisconsin (the “Executive”).




**RECITALS**




WHEREAS,
      Executive is a key employee of Employer, and




WHEREAS,
      Executive possesses unique knowledge and skills that are integral to Employer’s
      continued success,




WHEREAS,
      Employer established this Agreement on January 1, 2004 for purposes of
      promoting in Executive the strongest interest in the successful operation of
      Employer and increased efficiency in Executive’s work and to provide Executive
      with additional benefits upon retirement, death, disability or other termination
      of employment; and




WHEREAS,
      Employer and Executive now wish to amend and restate this Agreement to comply
      with the requirements of Internal Revenue Code Section 409A.




**AGREEMENT**




NOW,
      THEREFORE, in consideration of services to be performed after the date of this
      Agreement but prior to Executive’s retirement or other Separation From Service
      and in consideration of the foregoing Recitals and the agreements set forth
      below, the parties hereto agree as follows:




1.            
      **Definitions****.**




(a)           Age–
      “Age” shall mean the age of the person as of his/her last birthday.




(b)           Beneficiary–
      “Beneficiary” shall mean the individual, individuals, entity or entities that
      Executive designates, in accordance with Section 2.6 below, as the recipient
      of
      any benefits that may be payable under this Agreement following Executive’s
      death.




(c)           Board
      of Directors– “Board of Directors” shall refer to the complete Board of
      Directors of the organization designated in each reference.




(d)           Change
      in Control– For purposes of this Agreement, a “Change in Control” shall be
      deemed to have occurred if any “individual, entity or group” (as such term is
      used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
      or indirectly, of securities representing 25% or more of the voting power of
      the
      securities of MMBC or any of MMBC’s affiliates or becomes the owner of all or
      substantially all of the assets of MMBC or any of Employer’saffiliates or if the
      shareholders of MMBC or an affiliate of MMBC approve a reorganization, merger
      or
      consolidation of MMBC or any affiliates of MMBC.  “Change in Control”
shall not refer to or include any transaction involving only entities affiliated
      directly or indirectly with MMBC.  The Executive
      Personnel/Compensation Committee of MMBC shall, in its sole discretion,
      determine whether a particular event or a series of events are related to a
      corporate reorganization, restructuring, refinancing or other similar occurrence
      referenced in the last sentence.







(e)           Disability–
      “Disability” shall mean, if Executive is insured under a long-term disability
      insurance policy the premiums for which are paid by Employer, the individual
      is
      determined to have suffered a total disability (or equivalent designation)
      under
      such policy.  If Executive is not insured under such a disability
      insurance policy, “Disability” shall mean Executive’s inability, as the result
      of physical or mental incapacity, to substantially perform his duties for a
      period of 180 consecutive days.  If Executive and Employer cannot
      agree as to the existence of a disability, the determination shall be made
      by a
      qualified independent physician acceptable to both parties, or alternatively,
      by
      a physician designated by the president of the medical society for the county
      in
      which Executive resides.  The costs of any such medical examination
      shall be borne by Employer.




(f)           Discharge
      for Cause– “Discharge for Cause” shall mean Executive’s Separation From
      Service by Employer because of:




(1)           A
      failure by Executive to substantially perform his duties (other than failure
      resulting from incapacity) after a written demand by the Board of Directors
      of
      the Employer, which demand identifies, with reasonable specificity, the manner
      in which the Board of Directors of the Employer believes Executive has not
      substantially performed, and Executive’s failure to cure within a reasonable
      period of time after his receipt of this notice;




(2)           A
      criminal conviction of or plea of *nolo contendere by* Executive for any
      act involving dishonesty, breach of trust or a violation of the banking laws
      of
      the State of Wisconsin or the United States;




(3)           A
      criminal conviction of or plea of *nolo contendere by* Executive for the
      commission of any felony;




(4)           A
      breach of fiduciary duty by Executive involving personal profit;




(5)           A
      willful violation of any law, rule or order by Executive (other than traffic
      violations or similar offenses); or




(6)           Incompetence,
      personal dishonesty or material breach of any provision of this Agreement or
      any
      willful misconduct by Executive.




For
      purposes of this definition, no act, or failure to act, on Executive’s part
      shall be deemed “willful” unless done, or omitted to be done, by Executive not
      in good faith and without reasonable belief that the action or omission was
      in
      the best interest of Employer.  A “Discharge for Cause” shall also be
      deemed to occur immediately and without a right to cure if:




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(1)           Executive
      is suspended and/or temporarily prohibited from participating in the conduct
      of
      Employer’s or any of Employer’s affiliates’ affairs by a regulatory agency;
      or




(2)           Executive
      is removed and/or permanently prohibited from participating in the conduct
      of
      Employer’s or any of Employer’s affiliates’ affairs by an order issued by a
      regulatory agency.




(g)           Early
      Retirement Date– “Early Retirement Date” shall mean the first day of the
      month following the month in which Executive reaches age 55.




(h)           Executive
      Personnel/Compensation Committee– “Executive Personnel/Compensation
      Committee” shall mean the Executive Personnel/Compensation Committee of MMBC’s
      Board of Directors.  If no such committee exists, then the outside
      directors of MMBC shall comprise the Executive Personnel/Compensation
      Committee.




(i)           Employer–
      “Employer” shall mean Merchants and Manufacturers Bancorporation, Inc., a
      Wisconsin corporation, and any successor in interest to Merchants and
      Manufacturers Bancorporation, Inc..




(j)           MMBC–
      “MMBC” shall mean Merchants and Manufacturers Bancorporation, Inc., a Wisconsin
      corporation, and any successor in interest to Merchants and Manufacturers
      Bancorporation, Inc.**]**




(k)           Normal
      Retirement Date– “Normal Retirement Date” shall mean the first day of the
      month following the month in which Executive reaches age 65.




(l)           Reduced
      Benefit Factor– The “Reduced Benefit Factor” shall be the percentage of the
      benefit that the Executive could receive at a particular age, determined
      according to the attached Schedule A.  For example, at age 55, the
      Reduced Benefit Factor would be 25%, such that Executive would receive 25%
      of
      the benefits calculated under Section 2.1 below.




(m)           Separation
      From Service– “Separation From Service” means the termination of the
      Executive’s employment with the Employer for reasons other than
      death.  Whether a Separation From Service takes place is determined in
      accordance with the requirements of Internal Revenue Code Section 409A based
      on
      the facts and circumstances surrounding the termination of the Executive’s
      employment and whether the Employer and the Executive intended for the Executive
      to provide significant services for the Employer following such
      termination.




(n)           Specified
      Employee– “Specified Employee” shall have the same meaning as under Internal
      Revenue Code Section 409A and the regulations thereunder.




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2.            
      **Payment of Benefits****.**




****2.1           Benefits
      Upon Normal Retirement**.**




Upon
      Executive’s Separation From Service on or after the Normal Retirement Date,
      Employer shall pay to Executive (or to Executive’s Beneficiary or
      Beneficiaries), as compensation for services rendered prior to such date, an
      annual amount (payable in monthly installments) equal to fifty percent (50%)
      of
      the “base compensation” that Executive received from Employer during the
      calendar year immediately preceding Executive’s Separation From Service.
****Subject to the restriction in Section 2.8 below, payments
      under this Section shall commence on the first day of the month coincident
      with
      or next following Executive’s date of Separation From Service and continue for a
      period of 180 months thereafter.




2.2           Benefits
      Upon Early Retirement.




Upon Executive’s Separation From Service on or after reaching the Early
      Retirement Date but prior to the Normal Retirement Date, Employer shall pay
      to
      Executive (or to Executive’s Beneficiary or Beneficiaries), as compensation for
      services rendered prior to such date an annual amount (payable in monthly
      installments) calculated under Section 2.1 above, multiplied by the Reduced
      Benefit Factor in Schedule A.  Subject to the restriction in Section
      2.8 below, such payments shall commence on the first day of the month coincident
      with or next following the date of Separation From Service and shall continue
      for a period of 180 months thereafter.




2.3           Benefits
      Upon Disability.




Upon Executive’s Separation From Service prior to the Normal Retirement Date due
      to Disability, no separate provision is made for a disability benefit under
      this
      Agreement.  However, any such Executive shall be considered,
      notwithstanding such Separation From Service, to continue to be an Executive
      in
      this Agreement, and in the event of such Executive’s death while disabled and
      for so long as the disability continues prior to reaching the Early Retirement
      Date, such Executive’s beneficiary shall receive the survivor’s benefits
      described in Section 2.5(a).  In the event Executive lives to the
      Early Retirement Date, Executive (or Executive’s Beneficiary or Beneficiaries)
      shall be entitled to receive the early retirement benefit described in Section
      2.2, such payments commencing on the first day of the month coincident with
      or
      next following the Early Retirement Date.




2.4           Other
      Separations From Service.




(a)           Voluntary
      Separation From Service Prior to the Early Retirement Date or Discharge for
      Cause at any Time.  Upon Executive’s voluntary Separation From
      Service prior to reaching the Early Retirement Date, for reasons other than
      death or Disability, or upon Executive’s Discharge for Cause at any time,
      Employer shall not be obligated to pay any benefit to Executive (or to
      Executive’s Beneficiary or Beneficiaries) pursuant to this Agreement, and
      Executive (and Executive’s Beneficiary or Beneficiaries) shall have no further
      right to receive any benefit hereunder.




(b)           Involuntary
      Separation From Service Prior to the Early Retirement Date Other Than Because
      of
      Death, Disability or Discharge for Cause.  Upon Executive’s
      involuntary Separation From Service prior to reaching the Early Retirement
      Date,
      for reasons other than Death, Disability, or Discharge for Cause, Employer
      shall
      not be obligated to pay any benefit to Executive (or to Executive’s Beneficiary
      or Beneficiaries) pursuant to this Agreement, and Executive (and Executive’s
      Beneficiary or Beneficiaries) shall have no further right to receive any benefit
      hereunder.




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(c)           Separation
      From Service At or After A Change in Control.  If Executive has a
      Separation From Service as a result of a Change in Control, Executive (or
      Executive’s Beneficiary or Beneficiaries) shall have a fully vested right to
      receive a lump sum payment equal to the greater of:  (i) the
      present value of the normal retirement benefit described in Section 2.1 above,
      calculated as if the payments would begin on Executive’s Normal Retirement Date
      and using a discount rate equal to 120% of the long-term applicable rate
      published by the IRS for the month in which the Change in Control occurs or
      (ii) three (3) times his or her highest annual compensation from Employer
      (determined on a calendar-year basis from the year prior to the Change in
      Control through the date of the Separation From Service).  Subject to
      the restriction in Section 2.8 below, the lump sum payment shall be made to
      Executive within thirty (30) days after the Executive’s date of Separation From
      Service.  For purposes of this Section 2.4(c), Executive’s Separation
      From Service shall be deemed to have resulted from a Change in Control
      if:  Employer terminates Executive’s employment for any reason other
      than death, Disability or Discharge for Cause, at any time:  (a)
      within ninety (90) days before a Change in Control; or (b) at any time within
      twelve (12) months after a Change in Control.  Executive’s Separation
      From Service shall also be deemed to have resulted from a Change in Control
      if,
      within ninety (90) days before or within twelve (12) months after a Change
      in
      Control, Executive has a voluntary Separation From Service after Employer has
      significantly lessened Executive’s title, duties, responsibilities or
      compensation or otherwise changed Executive’s employment status without
      Executive’s prior written consent.




(d)           Transition
      Services.  If the Executive’s employment does not terminate as a
      result of a Change in Control, as provided in Subsection 2.4 (c) above, but
      Executive continues to work for Employer and/or for a successor employer for
      at
      least twelve (12) months following a Change in Control (the “Transition
      Period”), then upon Executive’s Separation From Service for any reason other
      than a Discharge for Cause, no benefits shall be payable under Section 2.1
      above, but Executive shall have a nonforfeitable right to receive benefits
      under
      this Agreement equal to the greater of: (i) the present value of the normal
      retirement benefit described in Section 2.1 above, calculated as if the payments
      would begin beginning on Executive’s Normal Retirement Date and using a discount
      rate equal to 120% of the rate provided for in Section 1274(d)(1)(B) of the
      Code
      for the month in which the Executive’s Separation From Service occurs or
      (ii) three (3) times his or her highest annual compensation from Employer
      (determined on a calendar-year basis from the year prior to the Change in
      Control through the date of the Change in Control) (such greater amount
      hereinafter referred to as the “Transition Benefit”).  Subject to the
      restriction set forth in Section 2.8 below, where the Separation From Service
      occurs within the two-year period following the date of the Change of Control,
      the payment of Transition Benefit shall be made to Executive within thirty
      (30)
      days after the Executive’s date of Separation From Service.  Where the
      Separation From Service occurs more than two years following the date of the
      Change of Control, the amount of the Transition Benefit shall be credited to
      a
      bookkeeping account (the “Account”) and shall be paid to the Executive in 180
      monthly installments payable on the declining balance method, commencing on
      the
      first date of the month coincident with or next following the date of Separation
      From Service (subject to the restriction set forth in Section 2.8 below) and
      continuing on the first day of each month thereafter until the balance of the
      Account has been paid to the Executive.  On December 31 of each year
      in which the Executive maintains a balance in the Account, the Account shall
      be
      credited with interest on the average weighted balance of the Account for the
      year at 100% of the annual short-term rate provided for in Section 1274(d)(1)(B)
      of the Code for the month of June of such year.  Each monthly
      installment that is paid to the Executive will reduce the balance in the
      Executive’s Account.  By way of illustration, if the average weighted
      balance in the Executive’s Account for 2015 is $200,000 and the ending balance
      on December 31, 2015 was $188,00, if the annual short-term rate provided for
      in
      Section 1274(d)(1)(B) for June 2015 is 5% and the Executivewere entitled to
      120
      remaining monthly installments, each monthly installment payment for 2016 would
      be $1,650 (($188,000 +$10,000)/120).




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2.5           Survivorship
      Benefits.




(a)           Prior
      to Commencement of Normal or Early Retirement Benefits.  If
      Executive dies while in the service of Employer or after a Separation From
      Service due to Disability and while disabled or after a Separation From Service
      on or after the Early Retirement Date, but prior to commencement of any benefit
      payment under this Agreement, Employer shall pay to Executive’s Beneficiary or
      Beneficiaries a survivor’s benefit of 180 equal monthly installments equal to
      Executive’s fixed normal retirement benefit as described in Section 2.1 (and
      expressed as a monthly benefit), commencing on the first day of the month after
      Executive’s death and continuing on the first day of each month thereafter until
      all such payments are completed.  (In the event that there are
      multiple Beneficiaries, their combined benefit shall be equal to this
      amount.)  In the event a Beneficiary dies before receiving all the
      survivor’s benefit payments, the remaining payments shall be paid to the legal
      representatives of the Beneficiary’s estate.  Payment of the
      survivor’s benefit shall relieve Employer of the obligation to pay any other
      benefit, which Executive would have otherwise received under the terms of this
      Agreement.




(b)           After
      Commencement of Benefits.  If Executive dies after any benefit
      payments have commenced, but prior to receiving all of the scheduled minimum
      number of monthly payments, Employer shall pay the remaining monthly payments
      to
      Executive’s Beneficiary or Beneficiaries.  (In the event that there
      are multiple Beneficiaries, their combined benefit shall be equal to this
      amount.)  In the event a Beneficiary dies before receiving all the
      remaining payments, the then-remaining payments shall be paid to the legal
      representatives of the Beneficiary’s estate.




2.6           Recipients
      of Payments:  Designation of Beneficiary.  All payments
      to be made by Employer shall be made to Executive, if living.  In the
      event of Executive’s death prior to the receipt of all benefit payments, all
      subsequent payments to be made under this Agreement shall be to Executive’s
      Beneficiary or Beneficiaries.  Executive shall designate a Beneficiary
      by filing a written notice of such designation with Employer in such form as
      Employer may prescribe.  Executive may revoke or modify said
      designation at any time by a further written designation.  Executive’s
      beneficiary designation shall be deemed automatically revoked in the event
      of
      the death of the Beneficiary or, if the Beneficiary is Executive’s spouse, in
      the event of dissolution of marriage.  If no designation shall be in
      effect at the time any benefits payable under this Agreement shall become due,
      the Beneficiary shall be the spouse, or if no spouse is then living, the legal
      representative of Executive’s estate.  All designations under this
      section must be made on the Beneficiary Designation form attached on Schedule
      B.




2.7           Potential
      Tax Consequences.  If the payment of any of the compensation or
      benefits contemplated under this Agreement (when added to any other payments
      or
      benefits provided to the Executive) will result in the payment of an “excess
      parachute payment,” as that term is defined in Section 280(G) of the Internal
      Revenue Code of 1986, as amended (the “Code”), then in such event, the Employer
      shall pay the Employee an additional amount for each calendar year in which
      an
      excess parachute payment is received by the Executive (the “Gross-up
      Payment”).  The Gross-up Payment is intended to cover the Executive’s
      liability for any parachute tax under Code Section 4999 on such excess parachute
      payment, as well as federal and state income taxes and parachute tax on the
      additional amount, and shall be computed using such reasonable calculation
      methods as adopted by the Board of Directors of the Employer at such
      time.  The Gross-up Payment shall be made to the Executive no later
      than the calendar year following the year in which the Executive remits the
      required parachute or other taxes to the federal or state tax
      authorities.




6


2.8           Restriction
      on Timing of Distribution.  Notwithstanding any provision of this
      Agreement to the contrary, if the Executive is considered a Specified Employee
      at the time of his or her Separation From Service, under such procedures as
      established by the Employer, in accordance with Section 409A of the Code,
      benefit distributions that are made upon such Separation From Service may not
      commence earlier than six (6) months after the date of such Separation From
      Service.  Therefore, in the event this Section 2.8 is applicable to
      the Executive, any distributions which would otherwise be paid to the Executive
      within the first six months following the date of the Executive’s Separation
      From Service shall be accumulated and paid to the Executive in a lump sum on
      the
      first day of the seventh month following the Separation From
      Service.  All subsequent distributions shall be paid in the manner
      specified.




3.            
      **Successors; Binding
      Agreement****.**




(a)           Employer
      will require any successor (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to substantially all of the business and/or assets
      of Employer (“Successor Organization”) to expressly assume and agree to perform
      this Agreement in the same manner and to the same extent that Employer would
      have been required to perform if no such succession had taken
      place.  If such succession is the result of a Change in Control, such
      assumption shall specifically preserve to Executive (and Executive’s Beneficiary
      or Beneficiaries), for the then remaining term of this Agreement, the same
      rights and remedies (recognizing them as being available and applicable as
      the
      result of the Change in Control effectuating said succession) provided under
      this Agreement upon a Change in Control.




(b)           No
      right or interest to or in any payments or benefits under this Agreement shall
      be assignable or transferable in any respect by Executive, nor shall any such
      payment, right or interest be subject to seizure, attachment or creditor’s
      process for payment of any debts, judgments, or obligations of
      Executive.




(c)           Any
      rights and obligations of Employer under this Agreement may be assigned or
      transferred by Employer to any of its affiliates prior to a change in control
      as
      defined in this Agreement.




4.            
      **Administration and Interpretation of this
      Agreement****.**




Interpretation by the Employer and/or the Executive Personnel/Compensation
      Committee shall be final and binding upon Executive (and Executive’s Beneficiary
      or Beneficiaries).  The Employer and/or the Executive
      Personnel/Compensation Committee may adopt rules and regulations relating to
      this Agreement as it may deem necessary or advisable for the administration
      thereof.




5.            
      **Claims Procedure****.**




If Executive (or Executive’s Beneficiary or Beneficiaries) (each hereinafter
      referred to individually as a “Claimant”) is denied all or a portion of an
      expected benefit under this****Agreement for any reason, he
      or she may file a claim with the Executive Personnel/Compensation
      Committee.  The Executive Personnel/Compensation Committee shall
      notify the Claimant within 60 days of allowance or denial of the claim, unless
      the Claimant receives written notice from the****Executive
      Personnel/Compensation Committee prior to the end of the sixty (60) day period
      stating that special circumstances require an extension of the time for
      decision.  The notice of the****Executive
      Personnel/Compensation Committee’s decision shall be in writing, sent by mail to
      Claimant’s last known address, and, if a denial of the claim, must contain the
      following information:




7


(a)           the
      specific reasons for the denial;




(b)           specific
      reference to pertinent provisions of the Agreement****on
      which the denial is based; and




(c)           if
      applicable, a description of any additional information or material necessary
      to
      perfect the claim, an explanation of why such information or material is
      necessary, and an explanation of the claims review procedure.




6.             **Review
      Procedure****.**




(a)           A
      Claimant is entitled to request a review of any denial of Claimant’s claim by
      the Executive Personnel/Compensation Committee.  The request for
      review must be submitted in writing within 60 days of mailing of notice of
      the
      denial.  Absent a request for review within the 60-day period, the
      claim will be deemed to be conclusively denied.  The Claimant or
      Claimant’s representative shall be entitled to review all pertinent documents,
      and to submit issues and comments orally and in writing.




(b)           If
      the request for review by a Claimant concerns the interpretation and application
      of the provisions of the Agreement and Employer’s obligations, then the review
      shall be conducted by a separate committee consisting of three persons
      designated or appointed by the Executive Personnel/Compensation
      Committee.  The separate committee shall afford the Claimant a hearing
      and the opportunity to review all pertinent documents and submit issues and
      comments orally and in writing and shall render a review decision in writing,
      all within sixty (60) days after receipt of a request for a review, provided
      that, in special circumstances (such as the necessity of holding a hearing)
      the
      committee may extend the time for decision by not more than sixty (60) days
      upon
      written notice to the Claimant.  The Claimant shall receive written
      notice of the separate committee’s review decision, together with specific
      reasons for the decision and reference to the pertinent provisions of this
      Agreement.




(c)           Executive
      (and Executive’s Beneficiary or Beneficiaries) shall not be entitled to pursue
      any court or other relief under this Agreement unless Executive (or Executive’s
      Beneficiary or Beneficiaries) has first exhausted all of the remedies provided
      in Sections 6(a) and 6(b) above.




7.             **Life
      Insurance and Funding****.**




Employer in its discretion may apply for and procure as owner and for its own
      benefit, insurance on the life of Executive, in such amounts and in such forms
      as Employer may choose.  The Executive shall have no interest
      whatsoever in any such policy or policies, but at the request of Employer,
      Executive shall submit to medical examinations and supply such information
      and
      execute such documents as may be required by the insurance company or companies
      to whom Employer has applied for insurance.




8


The rights of Executive (or Executive’s Beneficiary or Beneficiaries), or
      estate, to benefits under this Agreement shall be solely those of an unsecured
      creditor of Employer.  Any insurance policy or other assets acquired
      by or held by Employer in connection with the liabilities assumed by it pursuant
      to this Agreement shall not be deemed to be held under any trust for the benefit
      of Executive, Executive’s Beneficiary or Beneficiaries, or Executive’s estate,
      or to be security for this performance of the obligations of Employer but shall
      be, and remain, a general, unpledged, and unrestricted asset of
      Employer.




If Employer elects to protect against its liabilities under this Agreement
      by
      purchasing any insurance or other similar product on the life of Executive
      or on
      any pool or group of similarly situated individuals, then Executive acknowledges
      that Employer shall have no obligation to provide any benefits under this
      Agreement if Executive makes any material misstatement, fails to disclose any
      material information or otherwise acts in any way (e.g., commits suicide) which
      allows the underlying insurer to reduce or eliminate its payments under that
      policy or reduce or avoid making payments to Employer under that insurance
      policy.  Under such circumstances, Employer may reduce or eliminate
      any or all benefits under this Agreement to reflect the actual benefit that
      Employer receives under such policy.




8.            
      **Employment Not Guaranteed by Agreement**.




Neither this Agreement nor any action taken hereunder shall be construed as
      giving Executive the right to be retained as an executive employee or as an
      employee of Employer for any period.  To the extent that Employer and
      Executive enter into (or previously have entered into an employment agreement),
      the terms of that agreement shall run concurrently with this Agreement, but
      each
      separate agreement shall be considered applied on its own and separate from
      the
      other agreement.




9.            
      **Taxes****.**




Employer shall deduct from all payments made hereunder all applicable federal
      or
      state taxes required by law to be withheld from such payments, and all benefit
      amounts payable hereunder are stated before any such deductions.




10.           **Amendment
      and Termination****.**




The Board of Directors of Employer may, at any time, amend or terminate this
      Agreement, provided that the Employer’s Board may not reduce or modify any
      benefit in pay status to Executive or to any Beneficiary hereunder or any
      benefit that would become payable hereunder if Executive were to have died
      or
      were to have been involuntarily terminated under Section 2.4(b) hereof on the
      day prior to such action by the Board, without the prior written consent of
      Executive (or Executive’s Beneficiary or Beneficiaries).




Notwithstanding
      the preceding
      provisions, Employer may not reduce, eliminate or change benefits that Executive
      has accrued under this Agreement at any time within ninety (90) days before
      a
      Change in Control or at anytime following a Change in
      Control.  Employer is entering into this Agreement upon the assumption
      that certain existing tax laws will continue in effect in substantially their
      current form.  In the event of any changes in Federal law relating to
      and allowing the tax-free accumulation of earning within a life insurance policy
      or any other law which would result in a material adverse impact upon Employer’s
      ability to perform its obligations under this Agreement, Employer shall have
      an
      option to terminate or modify this Agreement subject to the protection afforded
      Executive in this Section 10.




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11.           **Applicable
      Law****.**




This Agreement shall be construed according to the laws of the State of
      Wisconsin.  Any proceeding arising out of or relating to this
      Agreement may only be brought in the State of Wisconsin, County of Waukesha
      or,
      if it has or can acquire jurisdiction, in the United States District Court
      for
      the Eastern District of Wisconsin.  Each of the parties to this
      Agreement irrevocably submits to the exclusive jurisdiction of each of the
      preceding courts in any such proceeding, waives any objection it may now or
      hereafter have to venue or to convenience of forum, agrees that all claims
      in
      respect to the proceeding shall be heard and determined only in such court
      and
      agrees to not bring any proceeding arising out of or related to this Agreement
      in any other court.




12.           **Form
      of Communication****.**




Any application, claim, notice or other communication required or permitted
      to
      be made by Executive to Employer shall be made in writing and in such form,
      as
      Employer shall prescribe.  Such communication shall be effective upon
      mailing, if sent by first class mail, postage pre-paid, and addressed to
      Employer’s main office.




13.           **Captions****.**




The captions at the head of a section or a paragraph of this Agreement are
      designed for convenience of reference only and are not to be resorted to for
      the
      purpose of interpreting any provision of this Agreement.




14.           **Severability****.**




The invalidity of any portion of this Agreement shall not invalidate the
      remainder thereof, and said remainder shall continue in full force and
      effect.




15.           **Waiver**.




No provision of this Agreement shall be deemed to have been waived unless such
      waiver is in writing signed by the waiving party.  No failure by any
      party to insist upon the strict performance of any provision of this Agreement,
      or to exercise any right or remedy consequent upon a breach thereof, shall
      constitute a waiver of any such breach, of such provision or of any other
      provision.  No waiver of any provision of this Agreement shall be
      deemed a waiver of any other provision of this Agreement or a waiver of such
      provision with respect to any subsequent breach, unless expressly provided
      in
      writing.




16.           **Neutral
      Construction**.




The language used in this Agreement shall be deemed to be the language chosen
      by
      both of the parties hereto to express their mutual intent, and no rule of strict
      construction shall be applied against either party.




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17.           **Final
      Agreement**.




This Agreement constitutes the entire agreement of the parties relating to
      the
      subject matter hereof.  There are no promises, terms, conditions,
      obligations, or warranties other than those contained in this
      Agreement.  This Agreement shall supercede all prior communications,
      representations, or agreements, verbal or written, among the parties relating
      to
      the subject matter hereof.




18.           **Binding
      Effect****.**




This Agreement shall be binding upon and shall inure to the benefit of Employer
      and Executive, and each of their successors, heirs, personal representatives
      and
      permitted assigns.  No sale of substantially all of Employer’s assets
      shall be made without the buyer expressly assuming the obligation of this
      Agreement.  Any subsequent benefits that Employee or any Beneficiary
      receives under this Agreement shall be reduced by the liquidated damages paid
      under the preceding clause.




19.           **Compliance
      with Section 409A**.




This
      Agreement shall at all times be
      administered and the provisions of this Agreement shall be interpreted
      consistent with the requirements of Section 409A of the Code and any and all
      regulations thereunder, including such regulations as may be promulgated after
      the effective date of this Agreement.




IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
      date first set forth above.







By:
      /s/ Michael J.
      Murry


Chairman
      of the Board








/s/
      John
      Krawczyk


Executive







11




**SCHEDULE
      A**





Early
      Retirement Benefit, as a Percentage of Executive’s Normal Retirement
      Benefit








Age
            Reduced
                Benefit Factor55
            25%56
            30%57
            35%58
            40%59
            45%60
            50%61
            60%62
            70%63
            80%64
            90%







12