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EXHIBITS
 EXHIBIT 10.1
 
 Article 1. Establishment and Purpose
 Establishment
 Purpose
 Article II. Definitions
 Definitions
 (a)
    
    Award means any Restricted Stock, Incentive Stock Option or
Nonstatutory Option awarded to a Grantee pursuant to this Plan.(b)
    
    Board means the Board of Directors of the Company.(c)
    
    Cause means the definition of Cause in Grantees written employment
agreement, if any, with the Company. If no such employment agreement or definition in
such agreement exists, Cause means (i) breach by a Grantee of any covenant not to
compete or confidentiality agreement with the Company, (ii) failure by a Grantee to
substantially perform his duties to the reasonable satisfaction of the Board, (iii)
serious misconduct by a Grantee which is demonstrably and substantially injurious to
the Company, (iv) fraud or dishonesty by a Grantee with respect to the Company, (v)
material misrepresentation by a Grantee to a shareholder or director of the Company or
(vi) acts of negligence by a Grantee in performance of the Grantees duties that are
substantially injurious to the Company. The Board, by majority vote, shall make the
determination of whether Cause exists.(d)
    
    Code means the Internal Revenue Code of 1986, as amended from time to time,
and any successor thereto.(e)
    
    Commission means the Securities and Exchange Commission or any successor
agency.(f)
    
    Committee means the Committee provided for by Article IV hereof, which may be
created at the discretion of the Board.(g)
    
    Company means Merchants and Manufacturers Bancorporation, Inc., a Wisconsin
corporation.(h)
    
    Consultant means any person or entity, including an officer or director of
the Company who provides services (other than as an Employee) to the Company and
includes a Qualified Director, as defined below.




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(i)
    
    Date of Exercise means the date the Company receives notice, by a Grantee, of
the exercise of an Option pursuant to section 8.9 of this Plan. Such notice shall
indicate the number of shares of Stock the Grantee intends to purchase upon exercise of
an Option.(j)
    
    Employee means any person, including an officer or director of the Company,
who is employed by the Company or any subsidiary of the Company (as defined in section
424(f) of the Code).(k)
    
    Exchange Act means the Securities Exchange Act of 1934, as amended from time
to time, and any successor thereto.(l)
    
    Fair Market Value means the fair market value of Stock upon which an Option
is granted under this Plan, as determined by the Board. If the Stock is traded on an
over-the-counter securities market or national securities exchange, Fair Market Value
shall mean the closing sales price of the Stock reported on such over-the-counter
market or such national securities exchange on the applicable date or, if no sales of
Stock have been reported for that date, on the next preceding date for which sales
where reported.(m)
    
    Grantee means an Employee or Consultant holding an Award under the Plan.(n)
    
    Incentive Stock Option means an Option granted under this Plan which is
intended to qualify as an incentive stock option within the meaning of section 422 of
the Code.(o)
    
    IRS means the Internal Revenue Service, or any successor agency.(p)
    
    Nonstatutory Option means an Option granted under this Plan which is not
intended to qualify as an incentive stock option within the meaning of section 422 of
the Code. Nonstatutory Options may be granted at such times and subject to such
restrictions as the Board shall determine without conforming to the statutory rules of
section 422 of the Code applicable to incentive stock options.(q)
    
    Option means the right, granted under Article VIII of this Plan, to purchase
Stock of the Company at the option price for a specified period of time. For purposes
of this Plan, an Option may be an Incentive Stock Option or a Nonstatutory Option.(r)
    
    Parent Corporation shall have the meaning set forth in section 424(e) of the
Code with the Company being treated as the employer corporation for purposes of this
definition.(s)
    
    Restricted Stock means an award of Stock granted under Article IX of this
Plan.(t)
    
    Qualified Director means a director who is both (a) a Non-Employee Director
as defined in Rule 16b-3(b)(3)(i), as promulgated by the Commission under the Exchange
Act, or any successor definition adopted by the Commission, and (b) an Outside
Director as defined by section 162(m) of the Code and the regulations promulgated
thereunder, or any successor definition adopted by the IRS.(u)
    
    Rule 16b-3 means Rule 16b-3, as promulgated by the Commission under section
16(b) of the Exchange Act, as amended from time to time.(v)
    
    Significant Stockholder means an individual who, within the meaning of
section 422(b)(6) of the Code, owns stock possessing more than ten percent of the total
combined voting power of all
classes of stock of the Company. In determining whether an individual is a
Significant Stockholder, an individual shall be treated as owning stock owned by
certain relatives of the individual and certain stock owned by corporations in which
the individual is a partner, and estates or trusts of which the individual is a
beneficiary, all as provided in section 424(d) of the Code.




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(w)
    
    Stock means the Common Stock, par value $1.00 per share, of the Company.
 Gender and Number
 Article III. Eligibility and Participation
 Eligibility and Participation
 Article IV. Administration
 Administration




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Special Provisions for Grants to Officers or Directors
 Article V. Stock Subject to the Plan
 Number
 Unused Stock
 Adjustment in Capitalization
 Article VI. Limitations
 Incentive Stock Options
 Section 162(m) Limitations
 (a)
    
    No individual Grantee shall be granted, in any fiscal year of the Company,
Awards with respect to more than 100,000 shares of Stock in total.(b)
    
    In connection with his or her initial service, a Grantee may be granted Awards
with respect to up to an additional 50,000 shares of Stock which shall not count
against the limit set forth in section 6.2(a) above.(c)
    
    The foregoing limitations shall be adjusted proportionately in connection with
any change in the Companys capitalization as described in section 5.3(d)
    
    If an Award is cancelled in the same fiscal year of the Company in which it was
granted (other than in connection with a transaction described in Article XIII), the
cancelled Award will be counted against the limits set forth in sections 6.2(a) and (b)
above. For this purpose, if the exercise price




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Article VII. Duration of the Plan
 Duration of the Plan
 Article VIII. Terms of Stock Options
 Grant of Options
 No Tandem Options
 Option Agreement; Terms and Conditions to Apply Unless Otherwise Specified
  Option Price
 Term of Options
 Exercise of Options
 Payment




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Prohibition on Repricing
 Written Notice
 Issuance of Stock Certificate
 Privileges of a Shareholder
 Termination of Employment or Services
 Death
 Termination Other Than for Cause or Due to Death
  Termination for Cause




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Article IX. Restricted Stock
 Grant of Restricted Stock
 Awards and Certificates
   Terms and Conditions




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Article X. Change of Control Provisions
 Impact of Event
 Definition of Change of Control




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Article XI. Rights of Grantees
 Service
 Nontransferability
 Article XII. Amendment, Modification  and Termination of the Plan
 Amendment, Modification, and Termination of the Plan.
 Article XIII. Acquisition, Merger and Liquidation
 Acquisition




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Merger or Consolidation
 Other Transactions
 Article XIV. Securities Registration
 Securities Registration




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Article XV. Tax Withholding
 Tax Withholding
 Article XVI. Indemnification
 Indemnification
 Article XVII. Requirements of Law
 Requirements of Law
 Governing Law
 Article XVIII. Compliance with Code
 Compliance with Code