<PAGE>   1
                                                                    EXHIBIT 99.1

                          [INVESTORSBANCORP, INC. LOGO]


                                  April 5, 2001







Dear Shareholder:

         On behalf of the board of directors and management of InvestorsBancorp,
Inc., we cordially invite you to attend the annual meeting of shareholders to be
held at 4:00 p.m. on Thursday, May 17, 2001, at the Country Inn Hotel, 2810 Golf
Road, Waukesha, Wisconsin. The accompanying notice of annual meeting of
shareholders and proxy statement discuss the business to be conducted at the
meeting. A copy of our Form 10-KSB is also included as a part of this booklet.
At the meeting we shall report on our operations and the outlook for the year
ahead.

         Your board of directors has nominated two persons to serve as Class I
directors. Both of the nominees are incumbent directors. The board of directors
has also selected and recommends that you ratify the appointment of Virchow,
Krause & Company, LLP to continue as our independent public accountants for the
year ending December 31, 2001.

         We recommend that you vote your shares for the director nominees and in
favor of the proposal.

         We encourage you to attend the meeting in person. WHETHER OR NOT YOU
PLAN TO ATTEND, HOWEVER, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT IN THE ACCOMPANYING POSTPAID RETURN ENVELOPE AS PROMPTLY AS POSSIBLE.
This will ensure that your shares are represented at the meeting.

         We look forward with pleasure to seeing and visiting with you at the
meeting.

                                           Very truly yours,

                                           INVESTORSBANCORP, INC.



                                           George R. Schonath
                                           President and Chief Executive Officer


                   W239 N1700 Busse Road : Waukesha, Wisconsin 53188-1160
                   Phone (262) 523-1000 : Fax (262) 523-4193



<PAGE>   2


                          [INVESTORSBANCORP, INC. LOGO]





                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON MAY 17, 2001
                    ----------------------------------------

TO THE HOLDERS OF COMMON STOCK OF INVESTORSBANCORP, INC.

         Notice is hereby given that the annual meeting of shareholders of
InvestorsBancorp, Inc., will be held at the Country Inn Hotel, 2810 Golf Road,
Waukesha, Wisconsin, on Thursday, May 17, 2001 at 4:00 p.m., for the purpose of
considering and voting upon the following matters:

         1.       the election of two Class I directors for a term of three
                  years,

         2.       the ratification of the appointment of Virchow, Krause &
                  Company, LLP as our auditors for the fiscal year ending
                  December 31, 2001, and

         3.       the transaction of such other business as may properly come
                  before the meeting or any adjournments or postponements of the
                  meeting.

         The board of directors is not aware of any other business to come
before the meeting. Shareholders of record at the close of business on March 21,
2001, are the shareholders entitled to vote at the meeting and any adjournments
or postponements of the meeting. In the event there are not sufficient votes for
a quorum or to approve or ratify any of the foregoing proposals at the time of
the annual meeting, the meeting may be adjourned or postponed in order to permit
us time for further solicitation of proxies.


                                           By Order of the Board of Directors



                                           George R. Schonath
                                           President and Chief Executive Officer

Pewaukee, Wisconsin
April 5, 2001

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE US THE EXPENSE OF FURTHER
REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.



                   W239 N1700 Busse Road : Waukesha, Wisconsin 53188-1160
                   Phone (262) 523-1000 : Fax (262) 523-4193

<PAGE>   3

                          [INVESTORSBANCORP, INC. LOGO]

                              W239 N1700 Busse Road
                         Waukesha, Wisconsin 53188-1160

                                 PROXY STATEMENT

                       FOR ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 17, 2001

         This proxy statement is furnished in connection with the solicitation
on behalf of the board of directors of InvestorsBancorp, of proxies to be used
at the meeting which will be held at the Country Inn Hotel, 2810 Golf Road,
Waukesha, Wisconsin, on Thursday, May 17, 2001 at 4:00 p.m., and all
adjournments or postponements of the meeting. The proxy statement and the
accompanying notice of meeting and proxy are first being mailed to holders of
shares of common stock, par value $.01 per share, on or about April 5, 2001.
Certain of the information in the proxy statement relates to InvestorsBank, a
Wisconsin chartered bank located in Pewaukee, Wisconsin, our wholly owned
subsidiary.

VOTING RIGHTS AND PROXY INFORMATION

         All shares of common stock represented at the meeting by properly
executed proxies received prior to or at the meeting, and not revoked, will be
voted at the meeting in accordance with the instructions thereon. If no
instructions are indicated, properly executed proxies will be voted for the
nominees and for adoption of the proposals set forth in this proxy statement. A
majority of the shares of the common stock, present in person or represented by
proxy and entitled to vote, shall constitute a quorum for purposes of the
meeting. Abstentions and broker non-votes will be counted for purposes of
determining a quorum.

         Only holders of record of our common stock at the close of business on
March 21, 2001, will be entitled to vote at the meeting and at all adjournments
or postponements of the meeting. On March 21, 2001, we had 1,006,349 shares of
common stock outstanding. Directors are elected by a plurality of the votes cast
in person or by proxy with a quorum present. For all other matters, the
affirmative vote of a majority of the votes cast in person or by proxy with a
quorum present shall constitute shareholder approval. Abstentions and broker
"non-votes" will be considered in determining the presence of a quorum but will
not affect the vote required for approval of the election of directors or any
proposal.

         We do not know of any matters, other than as described in the notice of
meeting, that are to come before the meeting. If any other matters are properly
presented at the meeting for action, the persons named in the enclosed form of
proxy and acting thereunder will have the discretion to vote on such matters in
accordance with their best judgment.

         We would like to have all shareholders represented at the meeting.
Whether or not you plan to attend, please complete, sign and date the enclosed
proxy and return it in the accompanying postpaid return envelope as promptly as
possible. A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by:

         -        duly executing and delivering to our corporate secretary a
                  later dated proxy relating to the same shares prior to the
                  exercise of the proxy,

         -        filing with our corporate secretary at or before the meeting a
                  written notice of revocation bearing a later date than the
                  proxy, or

         -        attending the meeting and voting in person (although
                  attendance at the meeting will not in and of itself constitute
                  revocation of a proxy).



<PAGE>   4

Any written notice revoking a proxy should be delivered to Ms. Susan Hauke,
Secretary, at W239 N1700 Busse Road, Waukesha, Wisconsin 53188-1160.

                              ELECTION OF DIRECTORS

         The annual meeting will be held on Thursday, May 17, 2001, and the
shareholders will be entitled to elect two Class I directors for a term expiring
in 2004. The directors are divided into three classes having staggered terms of
three years. The nominees for election as Class I directors are incumbent
directors. We have no knowledge that the nominees will refuse or be unable to
serve, but if they become unavailable for election, the holders of the proxies
reserve the right to substitute another person of their choice as a nominee when
voting at the meeting.

         Set forth below is information concerning the nominees and for the
other directors whose terms of office will continue after the meeting, including
the age, year first elected a director and business experience of each during
the previous five years. If elected at the annual meeting, the nominees will
serve as Class I directors for three year terms expiring in 2004. The board of
directors recommends that shareholders vote FOR the nominees.

<TABLE>
<CAPTION>
                                                           NOMINEES

                                                                                               DIRECTOR OF
NAME AND AGE                             PRESENT POSITION WITH INVESTORSBANCORP                INVESTORSBANCORP SINCE
------------                             --------------------------------------                ----------------------
<S>                                      <C>                                                      <C>
CLASS I
-------
(Term Expires 2004)

George R. Schonath                       Director, president and chief executive officer of    1997
(Age 60)                                 InvestorsBancorp and InvestorsBank

Jon McGlocklin                           Director, senior vice president of InvestorsBancorp   1997
(Age 57)                                 and InvestorsBank

                                                      CONTINUING DIRECTORS
CLASS II
--------
(Term Expires 2002)

Don Menefee                              Director of InvestorsBancorp and InvestorsBank        1999
(Age 59)

Terry L. Mather                          Director of InvestorsBancorp and InvestorsBank        1997
(Age 58)

CLASS II
--------
(Term Expires 2003)

Donald E. Sydow                          Director of InvestorsBancorp and InvestorsBank        1997
(Age 65)
</TABLE>

         All of our directors will hold office for the terms indicated, or until
their respective successors are duly elected and qualified. There are no
arrangements or understandings between InvestorsBancorp and any other person
pursuant to which any of our directors have been selected for their respective
positions.



                                       2
<PAGE>   5

BIOGRAPHICAL DATA

         The principal occupation of each director is set forth below. Each
director has held his present position for at least five years unless otherwise
indicated.

         TERRY L. MATHER has been a partner of Critical Solutions, Inc., a
business consulting firm headquartered in Milwaukee, Wisconsin, since 1992.

         JON MCGLOCKLIN has been the president of Healy Manufacturing, Inc.,
Menomonee Falls, Wisconsin, since 1997, and as an announcer for the Milwaukee
Bucks since 1976. Until February 2001 he has also been a senior vice president
of InvestorsBancorp and InvestorsBank since they were established in 1997. In
July, 1997, Mr. McGlocklin was appointed senior vice president of Bando
McGlocklin Capital Corporation. Until July, 1997, he served as a director (since
1980) and president (since 1991) of Bando McGlocklin Capital Corporation.

         DONALD L. MENEFEE has been the president and chief executive officer of
Silent Partners, a management consulting firm based in Door County, Wisconsin,
since he founded the company in 1996. He has 32 years of banking experience
focused on marketing and strategic planning for banks in Illinois, Wisconsin and
Arizona. From 1994 to 1996, Mr. Menefee served in various capacities with
Johnson International, Inc., Racine, Wisconsin, including director of corporate
marketing and president of private banking, as well as president and chairman of
both Biltmore Investors Bancorp, Phoenix, Arizona, and Johnson Asset Management
Company, Milwaukee, Wisconsin.

         GEORGE R. SCHONATH has been the president and chief executive officer
of InvestorsBancorp and InvestorsBank since they were established in 1997. In
July, 1997, Mr. Schonath was appointed president of Bando McGlocklin Capital
Corporation, and also currently serves as its chief executive officer (since
1983). Until July, 1997, he served as a director (since 1980) and chairman of
the board (since 1983) of Bando McGlocklin Capital Corporation.

         DONALD E. SYDOW has been the President of Oconomowoc Manufacturing
Corp., a ball-bearing manufacturer located in Oconomowoc, Wisconsin, since 1982.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

         During 2000, the board of directors of InvestorsBancorp and
InvestorsBank each held four meetings. No director attended fewer than 75% of
the total number of meetings of the board of directors of InvestorsBancorp or
InvestorsBank held during 2000. InvestorsBancorp's board of directors has
appointed an audit committee and a compensation committee.

         The audit committee consists of Messrs. Mather, Menefee and Sydow. The
audit committee reviews audit reports and related matters to ensure effective
compliance with regulations and internal policies and procedures. This committee
also recommends to the board the accounting firm to perform InvestorsBancorp's
and InvestorsBank's annual audit and acts as the liaison between the auditors
and the board. The committee also is responsible for reviewing, approving and
recommending to the board financial policies and strategies of InvestorsBank and
significant expenditures proposed to be made by InvestorsBancorp or
InvestorsBank. During 2000 the audit committee did not meet. However, the
committee did meet in February, 2001 to discuss the audited financial statements
for the year ended December 31, 2000. A copy of the committee charter is
attached as Exhibit A.

         The compensation committee consists of Messrs. Mather, Menefee and
Sydow. The compensation committee meets to review the performance, salary and
other compensation of the chief executive officer, officers of InvestorsBancorp
and make recommendations to the board, including with respect to stock options
and other incentive awards. During 2000, the compensation committee did not
meet.



                                       3
<PAGE>   6

COMPENSATION OF DIRECTORS

         Directors of InvestorsBancorp who are not also officers received an
annual fee of $7,500 for 2000 as well as $750 for each board or committee
meeting attended. Directors who are also officers of InvestorsBancorp do not
receive additional compensation for their service as directors of
InvestorsBancorp.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information with respect to the
beneficial ownership of our common stock at March 1, 2001, by each person known
by us to be the beneficial owner of more than five percent of the outstanding
common stock, by each director or nominee, by each executive officer named in
the summary compensation table below, and by all directors and executive
officers of InvestorsBancorp as a group.

<TABLE>
<CAPTION>
       NAME OF INDIVIDUAL AND               AMOUNT AND NATURE OF                    PERCENT
     NUMBER OF PERSONS IN GROUP            BENEFICIAL OWNERSHIP(1)                  OF CLASS
     --------------------------            -----------------------                  --------
<S>                                        <C>                                      <C>
DIRECTORS AND 5% SHAREHOLDERS

Terry L. Mather                                         --                             *

Jon McGlocklin                                      35,295(2)                           3.5%

Don Menefee                                            325                             *

George R. Schonath                                 482,507(3)                          43.1%

Donald E. Sydow                                      4,201                             *

ALL DIRECTORS AND EXECUTIVE OFFICERS               539,814(4)                          48.0%
AS A GROUP (9 PERSONS)
</TABLE>

--------------------------------

*Less than one percent.


(1)      Information contained in this column is based upon information
         furnished to us by the persons named above and the members of the
         designated group, except as set forth in the footnotes below. The
         nature of beneficial ownership for shares shown in this column is sole
         voting and investment power, except as set forth in the footnotes
         below. Inclusion of shares shall not constitute an admission of
         beneficial ownership or voting and investment power over included
         shares. Pursuant to the rules and regulations of the Securities and
         Exchange Commission and the Securities Exchange Act of 1934, as
         amended, share amounts include shares obtainable through the exercise
         of stock options or warrants within 60 days of the date of the
         information contained in this table.


(2)      Includes 10,597 shares over which Mr. McGlocklin shares voting and
         investment power with his spouse.


(3)      Includes 105,000 shares obtainable through the exercise of warrants,
         over which shares Mr. Schonath has no voting and sole investment power,
         2,088 shares over which Mr. Schonath shares voting and investment power
         with his spouse or children and 35,700 shares held by Lake Country
         Investments, LLC, a limited liability company, over which Mr. Schonath
         has shared voting and investment power. Excludes 111,114 shares held in
         irrevocable trusts for the benefit of his daughters, 1,100 shares held
         directly by his daughter, and 10,324 shares held for other employees by
         our 401(K) plan, for which Mr. Schonath is the trustee and may be
         deemed to have shared voting power.


(4)      Includes 118,313 shares obtainable through the exercise of options or
         warrants. Excludes shares held for other employees by our 401(K) plan,
         for which Mr. Schonath is the trustee and may be deemed to have shared
         voting power.



                                       4
<PAGE>   7

         Section 16(a) of the Exchange Act requires our executive officers and
directors and persons who own more than 10% of the common stock to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission. Such persons are also required to furnish us with copies of all
Section 16(a) forms they file. Based solely upon our review of these forms and,
if appropriate, representations made to us by any reporting person concerning
whether a Form 5 was required to be filed for 2000, we are not aware that any of
our directors and executive officers or 10% shareholders failed to comply with
the filing requirements of Section 16(a) during 2000.

                             EXECUTIVE COMPENSATION

         The following table sets forth information concerning the compensation
paid or granted by InvestorsBancorp or InvestorsBank to our chief executive
officer since our inception, and to each of our other executive officers whose
aggregate salary and bonus exceeded $100,000.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                             SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------------------------------------------
                                            Annual Compensation              Long-Term Compensation
                                                                                     Awards
--------------------------------------------------------------------------------------------------------------------
          (a)              (b)        (c)         (d)            (e)          (f)            (g)             (h)
                                                            Other Annual  Restricted     Securities      All Other
        Name and                                            Compensation     Stock        Underlying    Compensation
        Position           Year     Salary      Bonus($)         ($)       Award($)    Options/SARs(#)       ($)
--------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>          <C>         <C>           <C>          <C>              <C>
George R. Schonath,      2000      $ 154,000    $ 115,208    $      ---     $    ---         ---          $48,083(2)
President and Chief      1999        140,000        6,083           ---          ---         ---           46,599(2)
Executive Officer(1)     1998        100,000          ---           ---          ---         ---           26,108(2)
--------------------------------------------------------------------------------------------------------------------
Scott J. Russell,        2000      $ 125,000    $   8,124           ---          ---         ---          $ 6,656(3)
Senior Vice President    1999        110,000        6,083           ---          ---         ---            5,804(3)
                         1998        107,500        5,000                                                   5,625(3)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Amounts paid are net of the amount reimbursed by Bando McGlocklin
         Capital Corporation pursuant to the Management Services and Allocation
         of Expenses Agreement. Under this Agreement, 58.82% of Mr. Schonath's
         2000 salary, 56.25% of his 1999 salary and 62.26% of his 1998 salary
         was paid by Bando McGlocklin Capital Corporation. Also included are
         amounts deferred under our 401(k) plan.

(2)      Represents InvestorsBank's contribution for supplemental retirement
         benefits and contributions to our 401(k) plan.

(3)      Represents InvestorsBank's 5% contribution to our 401(k) plan.



                                       5
<PAGE>   8
STOCK OPTIONS

         George R. Schonath was granted 4,150 stock options at an option price
of $6.75 during 2000.

         The following table sets forth certain information concerning the stock
options at December 31, 2000 held by the named executive officers. No stock
options were exercised during 2000.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                            AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
                                                   OPTION/SAR VALUES
----------------------------------------------------------------------------------------------------------------------
                              Shares                       Number of Securities
                             Acquired                     Underlying Unexercised         Value of Unexercised In-
                                on          Value         Options/SARs at FY-End          the-Money Options/SARs
           Name              Exercise      Realized               (#)(d)                     at FY-End ($)(e)
----------------------------------------------------------------------------------------------------------------------
           (a)                (#)(b)        ($)(c)     Exercisable   Unexercisable     Exercisable    Unexercisable
----------------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>         <C>           <C>               <C>            <C>
George R. Schonath              ---         $  ---         4,150         4,150           $1,037.50      $1,037.50
----------------------------------------------------------------------------------------------------------------------
Scott J. Russell                ---            ---         1,575         1,575                 ---           ---
----------------------------------------------------------------------------------------------------------------------
</TABLE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         During 2000, the full board of directors considered and approved the
compensation packages of the employees of InvestorsBancorp and InvestorsBank.
Except for Messrs. McGlocklin and Schonath, none of the directors were an
officer or employee during 2000, or a former officer or employee of
InvestorsBancorp or its subsidiaries. Messrs. McGlocklin and Schonath do not
participate in decisions regarding their respective compensation. Messrs.
McGlocklin and Schonath were directors and officers of Bando McGlocklin Capital
Corporation prior to the distribution by Bando McGlocklin Capital Corporation
and its shareholders of all of its shares of InvestorsBancorp.

                          TRANSACTIONS WITH MANAGEMENT

         Directors and officers of InvestorsBancorp and InvestorsBank, and their
associates, were customers of and had transactions with InvestorsBancorp and
InvestorsBank during 2000. InvestorsBank and Bando McGlocklin Capital
Corporation also purchase loan participations from each other from time to time
and, pursuant to a management services and allocation of expenses agreement,
InvestorsBank performs certain loan servicing and administration services to
Bando McGlocklin Capital Corporation. Additional transactions may be expected to
take place in the future.

         All outstanding loans, commitments to loan, transactions in repurchase
agreements and certificates of deposit and depository and loan participation and
servicing relationships, in the opinion of management, were made in the ordinary
course of business, on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
other persons and did not involve more than the normal risk of collectibility or
present other unfavorable features. InvestorsBank received an aggregate of
$1,012,023 in loan servicing and administration fees from Bando McGlocklin
Capital Corporation in 2000. InvestorsBancorp and InvestorsBank also lease space
for their main offices from Bando McGlocklin Capital Corporation. The annual
rent under the lease, including real estate taxes, utilities and furnishings, is
approximately $113,000, which represents a pro rata share of Bando McGlocklin
Capital Corporation's occupancy expense. InvestorsBancorp believes the terms of
the sublease with Bando McGlocklin Capital Corporation are on substantially the
same terms and conditions as could be obtained from unrelated third parties.



                                       6
<PAGE>   9

         The Company borrowed $2,500,000 from Bando McGlocklin Capital
Corporation pursuant to an unsecured subordinated note maturing April 30, 2010.
The loan pays annual interest of 11%. The Company believes the loan terms on
this note are substantially the same terms and conditions as could be obtained
from unrelated third parties.

                             AUDIT COMMITTEE REPORT

         The incorporation by reference of this proxy statement into any
document filed with the Securities and Exchange Commission by InvestorsBancorp
shall not be deemed to include the following report unless the report is
specifically stated to be incorporated by reference into such document.

         The audit committee assists the board in carrying out its oversight
responsibilities for our financial reporting process, audit process and internal
controls. The audit committee also reviews the audited financial statements and
recommends to the board that they be included in our annual report on Form
10-KSB. The committee is comprised solely of independent directors.

         The audit committee has reviewed and discussed our audited financial
statements for the fiscal year ended December 31, 2000 with our management and
Virchow, Krause & Company, LLP, our independent auditors. The committee has also
discussed with Virchow Krause the matters required to be discussed by SAS 61
(Codification for Statements on Auditing Standards) as well as having received
and discussed the written disclosures and the letter from Virchow Krause
required by Independence Standards Board Statement No. 1 (Independence
Discussions with Audit Committees). Based on the review and discussions with
management and Virchow Krause, the committee has recommended to the board that
the audited financial statements be included in our annual report on Form 10-KSB
for the fiscal year ending December 31, 2000 for filing with the Securities and
Exchange Commission.

                                 Terry L Mather
                                   Don Menefee
                                 Donald E. Sydow


               RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

         The board of directors has appointed Virchow, Krause & Company, LLP,
independent accountants, to continue to be our auditors for the fiscal year
ending December 31, 2001, and recommends that the shareholders ratify the
appointment. A representative of Virchow Krause is expected to attend the annual
meeting and be available to respond to appropriate questions and make a
statement if he or she so desires. If the appointment is not ratified, the
matter of the appointment of auditors will be considered by our board of
directors.

         THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
RATIFICATION OF THE APPOINTMENT OF VIRCHOW, KRAUSE & COMPANY, LLP.

AUDIT FEES

         Our independent auditor during 2000 was Virchow, Krause & Company, LLP.
The aggregate fees and expenses billed by Virchow Krause in connection with the
audit of our annual financial statements as of and for the year ended December
31, 2000 and for the required review of our financial information included in
our Form 10-QSB filings for the year 2000 was $27,800.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

         There were no fees incurred for these services for the year 2000.



                                       7
<PAGE>   10

ALL OTHER FEES

         The aggregate fees and expenses billed by Virchow Krause for all other
services rendered to us for 2000 was $4,400.

         The audit committee, after consideration of the matter, does not
believe that the rendering of these services by Virchow Krause to be
incompatible with maintaining its independence as the our principal accountant.

                              SHAREHOLDER PROPOSALS

         Any proposals of shareholders intended to be presented at the 2002
annual meeting of shareholders must be received by our corporate secretary at
our principal executive offices at W239 N1700 Busse Road, Waukesha, Wisconsin
53188-1160, on or before December 6, 2001, to be considered for inclusion in the
proxy statement and proxy relating to such meeting. In order to be presented at
the 2002 annual meeting of shareholders, proposals must also comply with Article
II, Section 2.15, of our bylaws.

                                  OTHER MATTERS

         The board of directors is not aware of any business to come before the
meeting other than those matters described above in this proxy statement.
However, if any other matter should properly come before the meeting, holders of
the proxies will act in accordance with their best judgment.

         We will bear the cost of solicitation of proxies. We will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the beneficial owners of
common stock. In addition to solicitation by mail, directors, officers and
regular employees of InvestorsBancorp or InvestorsBank may solicit proxies
personally or by telegraph or telephone without additional compensation.

                                           BY ORDER OF THE BOARD OF DIRECTORS



                                           George R. Schonath
                                           President and Chief Executive Officer


Pewaukee, Wisconsin
April 5, 2001



                                       8
<PAGE>   11

                                                                       EXHIBIT A
                             INVESTORSBANCORP, INC.
                             AUDIT COMMITTEE CHARTER
                                  JUNE 9, 2000

The Audit Committee ("the Committee"), of the Board of Directors ("the Board")
of InvestorsBancorp, Inc. ("the Company"), will have the oversight
responsibility, authority and specific duties as described below. This Charter,
however, is not intended to, and does not create any legal or fiduciary duties
or responsibilities or form the basis for a breach of fiduciary duty or
potential liability if not complied with.


COMPOSITION

The Committee will be comprised of three or more directors as determined by the
Board. The members of the Committee will meet the independence and experience
requirements of the National Association of Securities Dealers, Inc. (NASD). The
members of the Committee will be elected annually at the organizational meeting
of the full Board held in May and will be listed in the annual report to
shareholders. One of the members of the Committee will be elected Committee
Chair by the Board.


RESPONSIBILITY

The Committee is a part of the Board. It's primary function is to assist the
Board in fulfilling its oversight responsibilities with respect to (i) the
annual financial information to be provided to shareholders and the Securities
and Exchange Commission (SEC); (ii) the system of internal controls that
management has established; and (iii) the internal and external audit process.
In addition, the Committee provides an avenue for communication between the
independent accountants, financial management and the Board. The Committee
should have a clear understanding with the independent accountants that they
must maintain an open and transparent relationship with the Committee, and that
the ultimate accountability of the independent accountants is to the Board and
the Committee. The committee will make regular reports to the Board concerning
its activities.

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's business conduct guidelines.


AUTHORITY

Subject to the prior approval of the Board, the Committee is granted the
authority to investigate any matter or activity involving financial accounting
and financial reporting, as well as the internal controls of the Company. In
that regard, the Committee will have the authority to approve the retention of
external professionals to render advice and counsel in such matters. All
employees will be directed to cooperate with respect thereto as requested by
members of the Committee.


MEETINGS

The Committee is to meet at least once annually and as many additional times as
the Committee deems necessary. Content of the agenda for each meeting should be
cleared by the Committee Chair.


                                      A-1
<PAGE>   12

ATTENDANCE

Committee members will strive to be present at all meetings. As necessary or
desirable, the Committee Chair may request that members of management and
representatives of the independent accountants be present at Committee meetings.


SPECIFIC DUTIES

In carrying out its oversight responsibilities, the Committee will:

1.       Review and reassess the adequacy of this charter annually and recommend
         any proposed changes to the Board for approval.

2.       Review with the Company's management and independent accountants the
         Company's accounting and financial reporting controls and management's
         responses with respect to recommendations for internal control
         improvements.

3.       Review with the Company's management and independent accountants
         significant accounting and reporting principles, practices and
         procedures applied by the Company in preparing its financial
         statements. Discuss with the independent accountants their judgements
         about the quality, not just the acceptability, of the Company's
         accounting principles used in financial reporting.

4.       Review the scope and general extent of the independent accountants'
         annual audit. The Committee's review should include an explanation from
         the independent accountants of the factors considered by the
         accountants in determining the audit scope, including the major risk
         factors. The independent accountants should confirm to the Committee
         that no limitations have been placed on the scope or nature of their
         audit procedures. The Committee will review annually with management
         the fee arrangement with the independent accountants.

5.       Inquire as to the independence of the independent accountants and
         obtain from the independent accountants, at least annually, a formal
         written statement delineating all relationships between the independent
         accountants and the Company as contemplated by Independence Standards
         Board Standard No. 1, Independence Discussions with Audit Committees.

6.       Have a predetermined arrangement with the independent accountants that
         they will advise the Committee through its Chair and management of the
         Company of any matters identified through procedures followed for
         interim quarterly financial statements, and that such notification as
         required under standards for communication with Audit Committees is to
         be made prior to the related press release or, if not practicable,
         prior to filing Forms 10-Q

7.       At the completion of the annual audit, review with management and the
         independent accountants the following:

         -        The annual financial statements and related footnotes and
                  financial information to be included in the Company's annual
                  report to shareholders and on Form 10-K.

         -        Results of the audit of the financial statements and the
                  related report thereon and, if applicable, a report on changes
                  during the year in accounting principles and their
                  application.

         -        Significant changes to the audit plan, if any, and any serious
                  disputes or difficulties with management encountered during
                  the audit. Inquire about the cooperation received by the
                  independent accountants during their audit, including access
                  to all requested records, data and information. Inquire of the
                  independent accountants whether there have been any
                  disagreements


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         -        with management which, if not satisfactorily resolved, would
                  have caused them to issue a nonstandard report on the
                  Company's financial statements.

         -        Other communications as required to be communicated by the
                  independent accountants by Statement of Auditing Standards
                  (SAS) 61 as amended by SAS 90 relating to the conduct of the
                  audit. Further, receive a written communication provided by
                  the independent accountants concerning their judgment about
                  the quality of the Company's accounting principles, as
                  outlined in SAS 61 as amended by SAS 90, and that they concur
                  with management's representation concerning audit adjustments.


         If deemed appropriate after such review and discussion, recommend to
         the Board that the financial statements be included in the Company's
         annual report on Form 10-K.

1.       After preparation by management and review by independent accountants,
         approve the report required under SEC rules to be included in the
         Company's annual proxy statement. The charter is to be published as an
         appendix to the proxy statement every three years.

2.       Discuss with the independent accountants the quality of the Company's
         financial and accounting personnel. Also, elicit the comments of
         management regarding the responsiveness of the independent accountants
         to the Company's needs.

3.       Meet with management and the independent accountants to discuss any
         relevant significant recommendations that the independent accountants
         may have, particularly those characterized as `material' or `serious'.
         Typically, such recommendations will be presented by the independent
         accountants in the form of a Letter of Comments and Recommendations to
         the Committee. The Committee should review responses of management to
         the Letter of Comments and Recommendations from the independent
         accountants and receive follow-up reports on action taken concerning
         the aforementioned recommendations.

4.       Recommend to the Board the selection, retention or termination of the
         Company's independent accountants.

5.       Meet with the Company's outside counsel, when appropriate, to discuss
         legal matters that may have a significant impact on the Company's
         financial statements.

6.       As the Committee may deem appropriate, obtain, weigh and consider
         expert advice as to Audit Committee related rules of the NASD
         Statements on Auditing Standards and other accounting, legal and
         regulatory provisions.

7.       Provide an open avenue of communication among the Company's independent
         accountants, financial and senior management and the board of
         directors.



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