First Ozaukee Capital Corp.
Financial Statements
September 30, 1996 and 1995
Including Independent Auditor's Report
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<CAPTION>                                                   PAGE
<S>                                                            <C>
Independent Auditor's Report                                   1    



Financial Statements:

Consolidated Statements of Financial
Condition at September 30, 1996 and 1995                       2 

Consolidated Statements of Income for the 
Years Ended September 30, 1996, 1995 and 1994                3-4 

Consolidated Statements of Stockholders' Equity
for the Years Ended September 30, 1996, 1995 and 1994          5    

Consolidated Statements of Cash Flows for the Years
Ended September 30, 1996, 1995 and 1994                      6-7

Notes to Consolidated Financial Statements                  8-37

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INDEPENDENT AUDITOR'S REPORT



Board of Directors
First Ozaukee Capital Corp.
Cedarburg, Wisconsin


     We have audited the accompanying consolidated statements of financial condition
of FIRST OZAUKEE CAPITAL CORP. as of September 30, 1996 and 1995, and the
related consolidated statements of income, stockholders' equity, and cash flows for
the three years in the period ended September 30, 1996.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.
     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.
    
     In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of FIRST OZAUKEE CAPITAL
CORP. as of September 30, 1996 and 1995, and the results of its operations and its
cash flows for each of the three years in the period ended September 30, 1996 in
conformity with generally accepted accounting principles.

     




                                    Meier, Clancy, George & Co., LLP
                                    Certified Public Accountants

October 23, 1996
Brookfield, Wisconsin
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<CAPTION>
                             FIRST OZAUKEE CAPITAL CORP.
                  CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION             


                                                               September 30,                 
                                                             1996           1995 
                                                    (Dollars in thousands except
                                                     share and per share amounts)    
Assets                        
<S>                                            <C>             <C>           
Cash                                           $          526  $          712
Cash equivalent interest-bearing deposits                 199             158
     Total cash and cash equivalents                      725             870
Securities held-to-maturity:                      
 Debt securities (market value of $1,992
 at September 30,1996; $13,662 at
 September 30, 1995)                                    1,997          13,587
 Mortgage-backed securities (market 
 value of $3,582 at September 30, 1996;
 $4,147 at September 30, 1995)                          3,721           4,248
Securities available-for-sale:                         
 Debt securities, at market value                       9,857           4,506
Accrued interest on investments and 
 morgage-backed securities                                308             312
Loans held for sale                                      -               -
Loans receivable - net                                 16,341          13,747
Accrued interest receivable on loans                       75              57
Foreclosed properties and properties 
subject to foreclosure - net                             -               -
Office properties and equipment                           572             606
Federal Home Loan Bank stock - at cost                    152             168
Prepaid expenses and other assets                         300              50
     Total assets                              $       34,048  $       38,151
                                                                 
Liabilities and Equity                       

Deposit accounts                               $       24,962  $       29,508
Advance payment by borrowers for
 taxes and insurance                                      373             396
Federal and state income taxes:                        
     Current                                               (8)           (134)
     Deferred                                             (24)            103
Other liabilities                                         559              83
     Total liabilities                                 25,862          29,956
Commitments and contingencies                            -               -
Stockholders' Equity:                        
   Preferred stock - par value $1 per share;
    authorized 2,000,000 shares; issued and
    outstanding, none                                    -               -
   Common stock - par value $1 per share;
    authorized 4,000,000 shares; issued and
    outstanding 627,477 shares at 
    September 30, 1996, 603,345 
    September 30, 1995                                    627             603
 Additional paid-in capital                             4,032           3,735
 Unearned ESOP compensation                              (217)           (241)
 Unearned BIP compensation                               (111)           -
 Unrealized gain on securities 
   available-for-sale net of applicable 
   deferred income taxes                                    4              10
 Retained earnings, substantially restricted            3,851           4,088
    Total stockholders' equity                          8,186           8,195 
    Total liabilities and 
     stockholders' equity                      $       34,048  $       38,151
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See accompanying Notes to Consolidated Financial Statements.
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                        FIRST OZAUKEE CAPITAL CORP.
                    CONSOLIDATED STATEMENTS OF INCOME

<CAPTION>                                         Years Ended September 30,                  
                
                                              1996         1995         1994
                                          (In thousands except per share data)
<S>                                      <C>          <C>         <C>
Interest and dividend income:                                      
Interest on mortgage loans               $    1,129   $      956  $     1,085
Interest on other loans                         158          129          123
Interest on investment securities                                     
  and other interest-earning assets           1,008        1,106          730
Interest on government agency                                           
  mortgage-backed securities                    243          282          267
Dividends on Federal Home Loan
 Bank stock                                      11           11           13
     Total interest and dividends             2,549        2,484        2,218
                                             
               
Interest expense:                                           
  Deposits                                    1,359        1,295        1,194
  Escrows/borrowed funds                          5            5            7
     Total interest expense                   1,364        1,300        1,201
     Net interest income                      1,185        1,184        1,017
                                             
Provision for loan losses                        18           18           18
  Net interest income after provision                                      
    for loan losses                           1,167        1,166          999
                                             

Noninterest income:                                         
  Other fees and service charges                  5            4            4
  Gain on sale of securities 
    available for sale                           47            8         -   
  Gain on call of securities 
    held to maturity                              8           10         -
  Gain on sale of fixed assets                 -              27         -
  Gain on sale of mortgage loans                  3         -              27
  Deposit account fees and service 
    charges                                      10            9            9
  Rental income                                   9           11           26
  Other income                                    3            8           12
     Total noninterest income                    85           77           78
                                                                 
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See accompanying Notes to Consolidated Financial Statements.
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                     FIRST OZAUKEE CAPITAL CORP.
                  CONSOLIDATED STATEMENT OF INCOME
<CAPTION>
                                                  Years Ended September 30,                           
       
<S>                                             1996       1995       1994            
General and administrative expenses:      <C>         <C>        <C>                   
  Compensation and benefits                     708        441        388
  Occupancy and insurance                       160        169        175
  Advertising and promotional                    10         25         25
  Federal insurance premiums                     67         68         74
  SAIF special assessment                       178       -          -
  Stationery, communications and other                                            
    operating expenses                          119         94         86
  Directors' fees                                25         24         22
  Expenses of directors, officers and                                             
    employees                                     8          9          9
  Data processing fees                           99         93         95
  Legal, audit, examination and 
    accounting fees                             231        147         28
  Environmental remediation expenses              9       -          -
         Total general and 
          administrative expenses             1,614      1,070        902
        Income (loss) before income taxes      (362)       173        175
                                             
                                             
                                             
                                             
Income taxes:                                          
 Current                                         (1)        10         62
 Deferred                                      (124)        54        (18)
       Total income tax expense (benefit)      (125)        64         44
       Net income (loss)                  $    (237)  $    109   $    131
                                 
 Earnings (loss) per share                $   (0.40)  $   0.19   $    N/A
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See accompanying Notes to Consolidated Financial Statements.
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                   FIRST OZAUKEE CAPITAL CORP.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<CAPTION>     
                                                            Unrealized                                        
                                                               Gains                                        
                                                             (Losses) on                                        
               Shares                                        Available- 
                 of           Additional Unearned  Unearned   For-Sale                             
              Common   Common  Paid-In    ESOP      BIP    Securities, Retained  
               Stock  Stock   Capital    Compen-   Compen-     Net      Earnings  Total
     
                             (In thousands, except shares of common stock)                      
                                                                                                              
                                                     
                                                                           
<S>           <C>    <C>      <C>        <C>      <C>        <C>               (In thousands)                                    
<S>                                                 <C>            <C>           
Cash Flows from Investing Activities:                                                
  Purchase stock of subsidiary                          -            (1,928)   
  Purchase of investment securities held-to-                                                
    maturity                                          (1,500)        (2,490)   
  Proceeds of called investment securities                                                  
    held-to-maturity                                   1,508            500  
  Payment on ESOP loan/loan to ESOP                       17           (241)     
  Net cash used by investing activities                   25         (4,159)   
                                                  
Cash Flows from Financing Activities:                                                
  Net proceeds from sale of stock                       -             4,338     
  Net cash provided by financing                                                  
    activities                                          -             4,338     
  Net increase in cash and cash equivalents               50            114  
                                                  
Cash and cash equivalents at beginning                   114           -     
                                                  
Cash and cash equivalents at end                    $    164       $    114  

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NOTE 19   QUARTERLY CONSOLIDATED FINANCIAL INFORMATION
(UNAUDITED)
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<CAPTION>

                                                    Three Months Ended                                  
                                       Dec. 31,  March 31,  June 30,  Sept. 30, 
                                         1995      1996       1996      1996 
                                        (In thousands except per share amounts)                   
                          
<S>                                  <C>       <C>       <C>       <C>                      
Interest and dividend income         $    641  $    622  $    647  $    639
Interest expense                          352       344       352       316
  Net interest income                     289       278       295       323
Provision for loan losses                   5         4         5         4
  Net interest income after                                                       
    provision for loan losses             284       274       290       319
Non-interest income                        32        24        15        14
Non-interest expense                      380       401       295       538
Income (loss) before income taxes         (64)     (103)       10      (205)
Income taxes                              (28)      (11)       (3)      (83)
    Net income (loss)                $    (36) $    (92) $     13  $   (122)
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<S>
The following schedule is a summary of earnings per share and market information
during the year ended September 30, 1996.  No dividends were declared on the
shares of common stock during the year ended September 30, 1996.
<S>
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<CAPTION>
        
                           Dec. 31,   March 31,  June 30,   Sept. 30, 
                                     1995       1996       1996        1996 
     <S>                      <C>          <C>          <C>        <C>                                                             
     Earnings per share       $    (0.06)  $    (0.15)  $    0.02  $    (0.21)
     Market information                                                         
       Trading range                                                         
         High                      13-3/4         15          15        15-1/2
         Low                       11-5/8       12-1/2        14        13-3/4
         Close                     12-1/4         15        14-1/4      14-7/16
                                                                 
     
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