**EXHIBIT
      10.8**




**AMENDED
      & RESTATED**




**EXECUTIVE
      EMPLOYEE SALARY CONTINUATION AGREEMENT**




**FOR**




**James
      Bomberg**




THIS
      AMENDED AND RESTATED AGREEMENT is made this 29th day of June, 2007 between
      Merchants & Manufacturers Bancorporation, a Wisconsin corporation (the
“Company”) and James Bomberg (the “Participant”).




WHEREAS,
      the Participant is an executive employee of the Company and as such has
      materially contributed to the Company’s position,




WHEREAS,
      the Company established this Agreement for purposes of promoting in the
      Participant the strongest interest in the successful operation of the Company
      and increased efficiency in his work and to provide the Participant benefits
      upon retirement, death, disability or other Separation From Service, in
      consideration of services to be performed after the date of this Agreement
      but
      prior to his retirement; and




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




NOW,
      THEREFORE, in consideration of the premises, the parties hereto agree as
      follows:




1.
            Definitions.




A.           Administrative
      Committee - “Administrative Committee” shall mean the committee appointed
      pursuant to Section 4 of this Agreement.







B.           Age
      - “Age” shall mean the age of the person as of his last birthday.




C.           Change
      in Control - “Change in Control” shall mean the first to occur of any of the
      following events:  (a) any person or entity becomes, subsequent to the
      date of this Agreement, the beneficiary owner, directly or indirectly of 51%
      or
      more of the then issued and outstanding voting stock of the Company (and, for
      the purposes hereof, a person will be considered to be a beneficial owner of
      such stock if such person, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares voting
      power, which includes the power to vote or to direct the voting of such stock,
      or investment power, which includes the power to dispose or to direct the
      disposition of such stock), (b) the Company merges or consolidates with or
      reorganizes with or into any other corporation or corporations other than its
      affiliates or engages in any other similar business combination or
      reorganization, or (c) the Company sells, assigns or transfers all or
      substantially all of its business and assets, in one or a series of related
      transactions, except any such sales to affiliates.




D.           Disability
      - “Disability” shall mean, if the Participant is insured under a life insurance
      policy the premiums for which are paid by the Company, and which policy contains
      a “waiver of premium” benefit, the definition of total disability contained in
      the insurance policy.  If the Participant is not insured under such a
      life insurance policy, the Company shall, in its complete and sole discretion,
      determine whether the Participant is disabled for the purposes of this
      Agreement.




2


E.           Discharge
      for Cause - “Discharge for Cause” shall mean the Participant’s Separation
      From Service because of (a) the Participant’s willful and continued failure to
      substantially perform his duties (other than any such failure resulting from
      his
      incapacity due to physical or mental illness), after a demand for substantial
      performance is delivered to him by the Company which specifically identifies
      the
      manner in which the Company believes he has not substantially performed his
      duties; (b) any willful act of misconduct by the Participant which is materially
      injurious to the Company, monetarily or otherwise; (c) a criminal conviction
      of
      the Participant for any act involving the business and affairs of the Company;
      (d) a criminal conviction of the Participant for commission of a felony; or
      (e)
      the removal of the Participant by a regulatory agency.  For purposes
      of this definition, no act or failure to act on the Participant’s part will be
      considered “willful” unless done or omitted by him not in good faith and without
      reasonable belief that his act or omission was in the best interest of the
      Company.




F.           Early
      Retirement Date - “Early Retirement Date” shall mean the first day of the
      month following the month in which a Participant reaches age 60.




G.           Normal
      Retirement Date - “Normal Retirement Date” shall mean the first day of the
      month following the month in which a Participant reaches age 65.




H.           Separation
      From Service - “Separation From Service” means the termination of the
      Participant’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 Participant’s
      employment and whether the Employer and the Participant intended for the
      Participant to provide significant services for the Employer following such
      termination.




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




2.
            Eligibility.




The
      Participant is eligible for the benefits provided herein in accordance with
      the
      terms of this Agreement upon the execution hereof.




A
      Participant shall cease to be a Participant at Separation From
      Service.  However, the employment of a Participant shall not be deemed
      to be terminated by reason of an approved leave of absence granted in accordance
      with uniform rules applied in a non-discriminatory manner.




3


3.           Payment
      of Benefits.




3.1           Benefits
      Upon Normal Retirement.




Upon
      a
      Participant’s Separation From Service on the Normal Retirement Date, the Company
      shall pay to the Participant, as compensation for services rendered prior to
      such date, the sum of $60,700.00 per year, payable subject to the
      restriction in Section 3.8 below, in monthly installments of $5,058.33
      each, commencing on the first day of the month coincident with or next following
      the date of Separation From Service and continuing on the first day of each
      month thereafter for a period of fifteen years, but in any event until a minimum
      of 180 total monthly payments are made to the Participant or the Participant’s
      beneficiary per Section 3.6(b).




3.2           Benefits
      Upon Early Retirement.




Upon
      a
      Participant’s Separation From Service on or after reaching the Early Retirement
      Date but prior to the Normal Retirement Date, the Company shall pay to the
      Participant, as compensation for services rendered prior to such date, monthly
      payments equal to the benefit described in Schedule A,
      attached.  Subject to the restriction in Section 3.8 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 on the first
      day of each month thereafter for a period of fifteen years but in any event
      until a minimum of 180 payments are made to the Participant or to the
      Participant’s beneficiary per Section 3.6(b).




3.3           Benefits
      Upon Late Retirement.




Upon
      a
      Participant’s Separation From Service after the Normal Retirement Date, the
      Company shall pay to the Participant as compensation for services rendered
      prior
      to such date, the normal retirement benefit described in Section 3.1 above,
      increased by .05 per year or .00416 for each month that the Participant’s
      Separation From Service is deferred beyond the Normal Retirement Date, in equal
      monthly installments, subject to the restriction in Section 3.8 below,
      commencing on the first day of the month coincident with or next following
      the
      date of Separation From Service and continuing on the first day of each month
      thereafter for the periods specified in Section 3.1.




4


3.4           Benefits
      Upon Disability.




Upon
      a
      Participant’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 Participant shall be considered,
      notwithstanding such Separation From Service, to continue to be a Participant
      in
      this Agreement, and in the event of such Participant’s death while disabled and
      for so long as the disability continues prior to reaching the Early Retirement
      Date, such Participant’s beneficiary shall receive the survivor’s benefits
      described in Section 3.6(a).  In the event the Participant lives to
      the Early Retirement Date, the Participant shall be entitled to receive the
      early retirement benefit described in Section 3.2, such payments commencing
      on
      the first day of the month coincident with or next following the Early
      Retirement Date.




3.5           Other
      Terminations of Employment.




a)           Voluntary
      Separation From Service Prior to the Early Retirement Date or Discharge for
      Cause at any Time.  Upon a Participant’s voluntary Separation From
      Service prior to reaching the Early Retirement Date, for reasons other than
      death or Disability, or upon the Participant’s Discharge for Cause at any time,
      the Company shall not be obligated to pay any benefit to the Participant
      pursuant to this Agreement, and the Participant 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 a Participant’s
      involuntary Separation From Service prior to reaching the Early Retirement
      Date,
      for reasons other than death, disability, or Discharge for Cause, the Company
      shall pay to the Participant as compensation for services rendered prior to
      such
      Separation From Service, a sum to be negotiated between the Participant and
      the
      Company at the time of termination.  Such negotiated amount shall be
      paid in a manner such that it qualifies as either (i) a short-term deferral
      under Section 1.409A-1(b)(4) of the Treasury Regulations or (ii) separation
      pay
      that is not a deferral of compensation under Section 1.409A-1(b)(9)(iii) of
      the
      Treasury Regulations.




5


c)           Separation
      From Service At or After A Change in Ownership of Control.  If a
      Participant incurs a voluntary or involuntary Separation From Service prior
      to
      reaching the Early Retirement Date, for reasons other than death, disability,
      or
      discharge for cause, but on or after the occurrence of a Change in Control,
      and
      in connection with such change, the Participant’s title, duties,
      responsibilities, or compensation is significantly lessened or his situs of
      employment is changed, without his consent, the Company shall pay to the
      Participant, as compensation for services rendered prior to such Separation
      From
      Service, monthly payments equal to the benefit described in Schedule A,
      attached.  In the event the Separation From Service occurs within the
      two-year period following the date of a Change of Control, and Participant
      is
      entitled to benefits under this Section 3.5(c), the Company shall pay the
      Participant a lump sum payment equal to the present value of the benefits
      described in Schedule A, calculated as if the payments would begin on the date
      of the Participant’s Separation From Service and using a discount rate equal to
      120% of the long-term applicable federal rate published by the IRS for the
      month
      in which the Change of Control occurs.  Subject to the restriction in
      Section 3.8 below, the lump sum payment shall be made to the Participant within
      thirty (30) days after the Participant’s Separation From Service.  In
      the event the Separation From Service occurs later than the two-year period
      following the date of a Change of Control and Participant is entitled tobenefits
      under this Section 3.5(c), the Company shall pay the Participant the monthly
      benefit in Schedule A, commencing on the first day of the month coincident
      with
      or next following the date of the Separation From Service and shall continue
      on
      the first day of the month thereafter for a period of fifteen years but in
      any
      event until a minimum of 180 payments are made to the Participant or the
      Participant’s beneficiary per Section 3.6(b).




6


3.6           Survivorship
      Benefits.




a)           Prior
      to Commencement of Normal or Early Retirement Benefits.  If a
      Participant dies while in the service of the Company 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
      payments under this Agreement, the Company shall pay to the Participant’s
      beneficiary a survivor’s benefit of 180 equal monthly installments of $5,058.33
      commencing on the first day of the month after the Participant’s death and
      continuing on the first day of each month thereafter until all such payments
      are
      completed.  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 the Company of the obligation to pay any other
      benefit which the Participant would have otherwise received, under the terms
      of
      this Agreement.




b)           After
      Commencement of Benefits.  If a Participant dies after any benefit
      payments have commenced, but prior to receiving all of the scheduled minimum
      number of monthly payments, the Company shall pay the remaining monthly payments
      to the Participant’s beneficiary.  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.




7


3.7           Recipients
      of Payments:  Designation of Beneficiary.




All
      payments to be made by the Company shall be made to the Participant, if
      living.  In the event of a Participant’s death prior to the receipt of
      all benefit payments, all subsequent payments to be made under this Agreement
      shall be to the beneficiary or beneficiaries of the Participant.  The
      Participant shall designate a beneficiary by filing a written notice of such
      designation with the Company in such form as the Company may
      prescribe.  The Participant may revoke or modify said designation at
      any time by a further written designation.  The participant’s
      beneficiary designation shall be deemed automatically revoked in the event
      of
      the death of the beneficiary or, if the beneficiary is the Participant’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 of the Participant, or if no spouse
      is
      then living, the legal representatives of the Participant’s estate.




3.8           Restriction
      on Timing of Distribution.




Notwithstanding
      any provision of this Agreement to the contrary, if the Participant 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 3.8 is applicable to the Participant, any distributions which would
      otherwise be paid to the Participant within the first six months following
      the
      date of the Participant’s Separation From Service shall be accumulated and paid
      to the Participant 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.




4.
            Administration
                and Interpretation of this
                Agreement.




The
      Board
      of Directors shall appoint an Administrative Committee consisting of three
      (3)
      or more persons to administer and interpret this
      Agreement.  Interpretation by the Administrative Committee shall be
      final and binding upon a Participant.  The Administrative Committee
      may adopt rules and regulations relating to this Agreement as it may deem
      necessary or advisable for the administration thereof.




8


5.
            Claims
                Procedure.




If
      the
      Participant or the Participant’s beneficiary (hereinafter referred to as a
“Claimant”) is denied all or a portion of an expected benefit under this Plan
      for any reason, he or she may file a claim with the Administrative
      Committee.  The Administrative Committee shall notify the Claimant
      within 60 days of allowance or denial of the claim, unless the Claimant receives
      written notice from the Administrative 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 Administrative 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:




a)           the
      specific reasons for the denial;




b)           specific
      reference to pertinent provisions of the Plan 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 his claim by the
      Administrative Committee.  The request for review must be submitted in
      writing within 60 days of mailing a 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 his representative shall be
      entitled to review all pertinent documents, and to submit issues and comments
      orally and in writing.




9


b)           If
      the request for review by a Claimant concerns the interpretation and application
      of the provisions of the Agreement and the Company’s obligations, then the
      review shall be conducted by a separate committee consisting of three persons
      designated or appointed by the Administrative 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.




7.
            Life
                Insurance and Funding.




The
      Company in its discretion may apply for and procure as owner and for its own
      benefit, insurance on the life of the Participant, in such amounts and in such
      forms as the Company may choose.  The Participant shall have no
      interest whatsoever in any such policy or policies, but at the request of the
      Company he 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 the Company has applied for insurance.




The
      rights of the Participant, or his beneficiary, or estate, to benefits under
      the
      Plan shall be solely those of an unsecured creditor of the
      Company.  Any insurance policy or other assets acquired by or held by
      the Company in connection with the liabilities assumed by it pursuant to the
      Plan shall not be deemed to be held under any trust for the benefit of the
      Participant, his beneficiary, or his estate, or to be security for the
      performance of the obligations of the Company but shall be, and remain, a
      general, unpledged, and unrestricted asset of the Company.




If
      this
      Agreement is funded through insurance on the life of the Participant, then
      in
      the event of such Participant’s death during the first two (2) years after the
      effective date of this Agreement, and if such Participant’s death was a result
      of suicide or if such Participant made any material misstatement or failed
      to
      make a material disclosure of information in any documentation which the
      Participant is requested to complete in connection with this Agreement, then
      no
      death benefits under the terms of this Agreement will be payable, unless and
      to
      the extent that the Board of Directors of Company, in their absolute discretion,
      may otherwise determine.




10


8.
            Assignment
                of Benefits.




Neither
      the Participant nor any other beneficiary under the Plan shall have any right
      to
      assign the right to receive any benefits hereunder, and in the event of any
      attempted assignment or transfer, the Company shall have no further liability
      hereunder.




9.
            Employment
                Not Guaranteed by Agreement.




Neither
      this Agreement nor any action taken hereunder shall be construed as giving
      a
      Participant the right to be retained as an Executive Employee or as an employee
      of the Company for any period.




10.
            Taxes.




The
      Company shall deduct from all payments made hereunder all applicable federal
      or
      state taxes required by law to be withheld from such payments.




11.
            Amendment
                and Termination.




The
      Board
      of Directors may, at any time, amend or terminate this Agreement, provided
      that
      the Board may not reduce or modify any benefit in pay status to a Participant
      or
      beneficiary hereunder or any benefit that would become payable hereunder if
      the
      Participant were to have died or were to have been involuntarily terminated
      under Section 3.5(b) hereof on the day prior to such action by the Board,
      without the prior written consent of the Participant.




The
      Company 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 earnings within a life insurance policy,
      the income tax-free payment of proceeds from life insurance policies or any
      other law which would result in a material adverse impact upon the Company’s
      ability to perform its obligations under this Agreement, the Company shall
      have
      an option to terminate or modify this Agreement subject to the protection
      afforded Participant in the preceding paragraph above.






11


12.
            Construction.




This
      Agreement shall be construed according to the laws of the state of
      Wisconsin.




13.
            Form
                of Communication.




Any
      election, application, claim, notice or other communication required or
      permitted to be made by a Participant to the Company shall be made in writing
      and in such form as the Company shall prescribe.  Such communication
      shall be effective upon mailing, if sent by first class mail, postage pre-paid,
      and addressed to the Company’s office at 5445 Westridge Drive New
      Berlin, WI  53151.




14.           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.




15.           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.




16.           Binding
      Effect.




This
      Agreement shall be binding upon and shall inure to the benefit of the Company
      and the Participant, and each of their successors, heirs, personal
      representatives and permitted assigns.  No sale of substantially all
      of the Company’s assets shall be made without the buyer expressly assuming the
      obligation of this Agreement.  The Company further agrees that it will
      not be a party to any merger, consolidation or reorganization unless and until
      its obligations hereunder are expressly assumed by the successor or
      successors.




12


17.           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 above.




By:
      /s/ Michael J.
      Murry


Chairman
      of the Board






/s/
      James
      Bomberg


Participant





13


**SCHEDULE
      A**





**James
      Bomberg**





End
                of Plan Year
            Age
            Salary
                Cont. Liability
            Annual
                Benefit For 15 Years1
            48
            $9,849
            $1,2702
            49
            $20,729
            $2,6753
            50
            $32,748
            $4,2254
            51
            $46,026
            $5,9355
            52
            $60,694
            $7,8256
            53
            $76,899
            $9,9157
            54
            $94,800
            $12,2258
            55
            $114,575
            $14,7759
            56
            $136,422
            $17,59010
            57
            $160,556
            $20,70011
            58
            $187,217
            $24,14012
            59
            $216,670
            $27,94013
            60
            $249,206
            $32,13514
            61
            $285,150
            $36,77015
            62
            $324,858
            $41,89016
            63
            $368,724
            $47,55017
            64
            $417,183
            $53,79518
            65
            $470,716
            $60,700