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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                                  Act of 1934
                   For the fiscal year ended December 31, 2004
                         Commission file number 0-25983

                          FIRST MANITOWOC BANCORP, INC.

             (Exact Name of Registrant as Specified in Its Charter)

              Wisconsin                            39-1435359
     (State or other jurisdiction of      (IRS Employer Identification No.)
      incorporation or organization)

                             402 North Eighth Street
                         Manitowoc, Wisconsin 54221-0010
               (Address of principal executive offices) (Zip Code)

                                 (920) 684-6611
              (Registrant's telephone number, including area code)

              SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT:
                                      None
              SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT:
                          Common Stock, Par Value $1.00
                                (Title of Class)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                 Yes [x] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ x ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

                                 Yes [x] No [ ]

The aggregate market value of registrant's common stock, par value $1.00 per
share, held by non-affiliates (excludes a total of 1,461,000 shares reported as
beneficially owned by directors and executive officers or held in the
registrant's profit sharing 401(k) plan; does not constitute an admission as to
affiliate status), as of June 30, 2004, was approximately $84,882,154

As of February 28, 2005, 6,937,268 shares of registrant's common stock, par
value $1.00 per share were outstanding.

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                       DOCUMENTS INCORPORATED BY REFERENCE

   Portions of First Manitowoc Bancorp, Inc.'s Definitive Proxy Statement for
   the 2005 Annual Meeting of Shareholders are incorporated by reference into
                           Part III of this Form 10-K.

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                        2004 FORM 10-K TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                  DESCRIPTION                                       PAGE NO.
                                  -----------                                       --------
<S>                                                                                 <C>
PART I
     ITEM 1.      BUSINESS                                                              1

     ITEM 2.      PROPERTIES                                                           13

     ITEM 3.      LEGAL PROCEEDINGS                                                    13

     ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  13

PART II
     ITEM 5.      MARKET FOR REGISTRANT'S COMMON EQUITY AND
                  RELATED SHAREHOLDER MATTERS                                          14

     ITEM 6.      SELECTED FINANCIAL DATA                                              16

     ITEM 7.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS                                            18

     ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK           33

     ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                          36

     ITEM 9.      CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE                                             67

     ITEM 9A.     CONTROLS AND PROCEDURES                                              67

PART III
     ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                   67

     ITEM 11.     EXECUTIVE COMPENSATION                                               67

     ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                  AND RELATED SHAREHOLDERS MATTERS                                     67

     ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                       68

     ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES                               68

PART IV
     ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K      68

     SIGNATURES
</TABLE>

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                                     PART I

FORWARD-LOOKING STATEMENTS

Statements made in this Report on Form 10-K and in documents that are
incorporated by reference which are not purely historical are forward-looking
statements, as defined in the Private Securities Litigation Reform Act of 1995,
including any statements regarding descriptions of management's plans,
objectives, or goals for future operations, products or services, and forecasts
of its revenues, earnings, or other measures of performance. Forward-looking
statements are based on current management expectations and, by their nature,
are subject to risks and uncertainties. These statements may be identified by
the use of words such as believe, expect, anticipate, plan, estimate, should,
will, intend, or similar expressions.

Shareholders should note that many factors, some of which are discussed
elsewhere in this document and in the documents that are incorporated by
reference, could affect the future financial results of First Manitowoc Bancorp,
Inc. (the "Corporation") and could cause those results to differ materially from
those expressed in forward-looking statements contained or incorporated by
reference in this document. These factors, many of which are beyond the
Corporation's control, include, but are not limited to:

  -   General economic conditions, either nationally or the state in which the
      Corporation does business;

  -   Legislation or regulatory changes which adversely affect the businesses in
      which the Corporation is engaged;

  -   Changes in the interest rate environment which increase or decrease
      interest rate margins;

  -   Changes in securities markets with respect to the market value of
      financial assets and the level of volatility in certain markets such as
      foreign exchange;

  -   Significant increases in competition in the banking and financial services
      industry resulting from industry consolidation, regulatory changes and
      other factors, as well as actions taken by particular competitors;

  -  Changes in consumer spending, borrowing and savings habits;

  -   Technological changes;

  -   Acquisitions and unanticipated occurrences which delay or reduce the
      expected benefits of acquisitions;

  -   The Corporation's ability to increase market share and control expenses;

  -   The effect of compliance with legislation or regulatory changes;

  -   The effect of changes in accounting policies and practices;

  -   The costs and effects of unanticipated litigation and of unexpected or
      adverse outcomes in such litigation; and

  -   The factors discussed in Item 1 in this report and in the Management's
      Discussion and Analysis in Item 7, as well as those discussed elsewhere in
      this report and the documents incorporated herein by reference.

All forward-looking statements contained in this report are based upon
information presently available and the Corporation assumes no obligation to
update any forward-looking statements.

<PAGE>

ITEM 1.  BUSINESS

GENERAL

First Manitowoc Bancorp, Inc. is a Wisconsin corporation and registered bank
holding company. The Corporation engages in its business through its sole
subsidiary, First National Bank in Manitowoc (the "Bank"), a national banking
association. The Bank has a wholly owned investment subsidiary, FNBM Investment
Corp. and a wholly-owned insurance subsidiary, Insurance Center of Manitowoc,
Inc. ("ICM"). Insurance Center of Manitowoc, Inc. also operates an office known
as Gary Vincent and Associates in Green Bay, Wisconsin. Effective January 26,
2005, ICM's board of directors approved a name change to "The Vincent Group,
Inc." The Insurance Center is an independent agency offering commercial,
personal, life and health insurance.

The Corporation acquired the Bank through the merger of the Bank into an interim
national banking association formed as a Corporation subsidiary for the purpose
of the merger, pursuant to a Plan of Reorganization and Agreement to Merge (the
"Plan") proposed by Bank management and approved by the Bank's shareholders in
1982. Pursuant to the Plan, each outstanding share of Bank common stock was
exchanged for three shares of the Corporation's common stock. The Bank's charter
was not affected by the merger. Currently, the Corporation has outstanding
6,937,268 shares of common stock, par value $1.00 per share ("Shares"). Shares
were held by 665 holders of record on February 28, 2005.

As of December 31, 2004, the Corporation had assets of approximately $622.2
million, net loans of approximately $382.7 million, and deposits of $445.8
million. For additional financial information, see the Consolidated Financial
Statements and Notes beginning at Item 8 of this Form 10-K.

The Corporation's and the Bank's main office is located at 402 North Eighth
Street, Manitowoc, Wisconsin. The Bank has thirteen full service branch offices
located in Francis Creek, St. Nazianz, Two Rivers, Mishicot, Manitowoc, Kiel,
Newton, New Holstein, Plymouth, Bellevue, and Ashwaubenon, Wisconsin. The
Corporation's home page on the Internet is www.bankfirstnational.com. The
Corporation's web site content is for information purposes only, and it should
not be relied upon for investment purposes, nor is it incorporated by reference
into this Form 10-K.

Throughout this Form 10-K information from parts of other documents filed with
the Securities and Exchange Commission ("SEC") is incorporated by reference. The
SEC allows us to disclose important information by referring to it in this
manner, and you should review this information.

We make our annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and proxy statement for our annual shareholders' meeting, as
well as any amendments to those reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, available free of charge
through our web site as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the SEC. Our SEC reports can be
accessed through the "Investor Relations, SEC web site" link of our web site.
The SEC also maintains a web site at www.sec.gov that contains reports, proxy
statements and other information regarding SEC registrants.

STATEMENT ON CORPORATE GOVERNANCE

We have reviewed the provisions of the Sarbanes-Oxley Act of 2002 and the SEC
rules regarding corporate governance policies and processes and are in
compliance with the rules and listing standards. We have adopted a Code of
Business Conduct and Ethics which is applicable to all of our directors,
officers and employees. You can access our Nominating Committee Charter, Audit
Committee Charter and Code of Business Conduct and Ethics on our Website at
http://www.bankfirstnational.com or by writing to us at 402 North Eighth Street,
Manitowoc, Wisconsin 54221 Attention: Rachel Wiegert, Secretary.

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BUSINESS STRATEGY

The Bank's strategy is to provide high quality financial products and services
to individuals, businesses, and governmental entities. The Bank employs a
well-trained, qualified staff and maximizes automation to provide fast,
efficient, convenient delivery of its products and services.

BANKING PRODUCTS AND SERVICES

The Bank has been doing business in Wisconsin since 1894 and is engaged in both
the commercial and consumer banking business. The Bank provides a wide range of
personal banking services designed to meet the needs of local consumers. As a
convenience to its customers, the Bank offers Saturday banking hours; drive-thru
teller windows; "Telebanc," a telephone banking service; and 24-hour automated
teller machines. Additionally, the Bank offers an Internet web site, which
includes on-line banking, bill payment, e-mail statements, account transfers,
check ordering, and check copies among other services. Services provided include
checking accounts, savings and time accounts, and safe deposit boxes.

The Bank makes loans in the following categories: Commercial and Agricultural
loans, Commercial Real Estate, Residential Real Estate, and Consumer and Other
loans.

COMMERCIAL AND AGRICULTURAL BUSINESS LENDING

As of December 31, 2004, commercial and agricultural business loans accounted
for approximately 30.05% of the Bank's gross loans. These loans may take the
form of lines of credit, single payment loans, or term payment loans, and may be
secured or unsecured depending on the creditworthiness of the borrower. The Bank
operates under a commercial business lending policy that establishes guidelines
for management in making commercial lending decisions. Among these guidelines
are the purpose of the loan, the source of repayment, and an alternate source of
repayment (generally in the form of collateral or guarantee). Applications for
commercial and agricultural business loans are accepted at the Bank's main and
branch offices. It is the Bank's general policy to restrict its commercial and
agricultural business lending to a market area defined as within a 100-mile
radius of any office location where business banking products and services are
sold.

Commercial and agricultural business loans are generally made for business
expansion or ongoing business needs. The purpose of commercial and agricultural
business loans can include the purchase of equipment or the provision of
operating capital for the financing of accounts receivable and inventory.
Commercial business loans are not generally made for the purpose of acquiring
real estate, although real estate may occasionally be accepted as incidental
collateral on a loan made for another business purpose. Agricultural business
loans, however, may include loans for farmland, including a farm residence and
other improvements.

<PAGE>

Credit risk is controlled and monitored through active asset quality management
and the use of lending standards, thorough review of potential borrowers, and
active asset quality administration. Active asset quality administration,
including early problem loan identification and timely resolution of problems,
further ensures appropriate management of credit risk and minimization of loan
losses.

The Bank occasionally participates in commercial business loans originated by
third-party financial institutions. The Corporation, however, does not generally
service such loans.

The Bank believes that the higher yields earned on commercial business loans
compensate for the increased risk associated with such loans and that commercial
business loans are important to the Bank's efforts to increase the interest rate
sensitivity and shorten the average maturity of its loan portfolio.

COMMERCIAL REAL ESTATE LENDING

Non-residential real estate loans accounted for approximately 28.71% of the
Bank's gross loans as of December 31, 2004. Such loans are subject to the
general policies and procedures outlined in "Commercial Business Lending",
below. It is the Bank's general policy to restrict its commercial real estate
lending to loans secured by properties located within a 100-mile radius of
Manitowoc. There are no policy restrictions on the amount of loan funds secured
by types of property or collateral.

Applications for commercial real estate loans are generally obtained from
existing borrowers, direct contacts by loan officers, and referrals. In general,
these loans have amortization periods ranging from 10 to 25 years, mature in
five years or less, and have interest rates which are fixed or variable.
Loan-to-value ratios on the Bank's commercial real estate loans follow OCC
requirements. It is also the Bank's general policy to obtain personal guarantees
on its commercial real estate loans and, when such guarantees cannot be
obtained, to impose more stringent loan-to-value ratios, debt coverage ratios,
and other underwriting requirements.

From time-to-time the Bank originates loans to construct multi-family
residential and non-residential real estate properties. Construction loans are
generally considered to involve a higher degree of risk than mortgage loans on
completed properties. The Bank's risk of loss on a construction loan is
dependent largely upon the accuracy of the initial estimate of the property's
value at completion of construction, the reputation of the contractor, the
estimated cost of construction, and the borrower's ability to advance additional
construction funds if such should become necessary.

Commercial real estate lending is generally considered to involve a higher level
of risk than single-family residential lending. This is due to the concentration
of principal in a limited number of loans and borrowers, and the effects of
general economic conditions on real estate developers and managers and on income
producing properties. In addition, loans secured by properties located outside
of the Corporation's immediate market area may involve a higher degree of risk.
This is because the Bank may not be as familiar with market conditions and other
relevant factors as it would be in the case of loans secured by properties
located within its market areas. The Bank does not have a material concentration
of commercial real estate loans outside of its immediate market area.

<PAGE>

RESIDENTIAL REAL ESTATE LENDING

Single-family residential loans accounted for approximately 36.12% of the Bank's
gross loans as of December 31, 2004. Applications for single-family residential
loans are accepted by qualified lenders at all offices except the Plymouth West
office and the Expo Drive office. The Bank makes predominantly fixed-rate loans
for terms ranging from ten to thirty years, but does also make loans that
provide for periodic adjustments of the interest rate ("adjustable rate loans").
In general, the Bank looks to sell to the secondary market but will do an in
house loan on occasion.

Although the Corporation generally does not retain residential loans in its
portfolio, it continues to originate and service residential loans in order to
provide a full range of products to its customers. In general, such loans are
originated only under terms, conditions, and documentation standards that make
such loans eligible for sale to the Federal National Mortgage Association
("Fannie Mae" or "FNMA"). Sales or securitizations of mortgage loans through
Fannie Mae have generally been under terms that do not provide for any recourse
against the Bank by the investor. The Bank generally sells these loans at the
time they are originated, but continues to service these loans for its
customers. Sales of mortgage loans provide additional funds for lending and
other business purposes.

The Bank's general policy is to lend up to 80% of the independently appraised
value of the property (referred to as the "loan-to-value ratio"). The Bank will
occasionally lend in excess of an 80% loan-to-value ratio on a first mortgage
loan, but will generally require the borrower to obtain private mortgage
insurance on the portion of the loan that exceeds 80%.

The Bank also originates loans to individuals to construct single-family
residences. The borrower must have take-out commitments for permanent financing
on hand at the time of origination. Construction loans generally have a maturity
of 6 to 12 months and a fixed rate of interest, with payments being made monthly
on an interest-only basis. Construction loans are otherwise underwritten and
approved in the same manner as other single-family residential loans.
Construction loans, however, are generally considered to involve a higher degree
of risk than conventional residential mortgage loans. This is because the risk
of loss is largely dependent on the accuracy of the initial estimate of the
property's value at completion of construction, the reputation of the
contractor, the estimated cost of construction, and the borrower's ability to
advance additional construction funds, if necessary. This risk has not had any
adverse effect on the Bank to date, although no assurances can be made with
respect to future periods.

The Bank continues to service most of the loans that it sells to third-party
investors (commonly referred to as "loans serviced for others"). Servicing
mortgage loans, whether for its own portfolio or for others, includes such
functions as collecting monthly principal and interest payments from borrowers,
maintaining escrow accounts for real estate taxes and insurance, and making such
payments on behalf of borrowers when they are due. When necessary, servicing of
mortgage loans also includes functions related to the collection of delinquent
principal and interest payments, loan foreclosure proceedings, and disposition
of foreclosed real estate. As of December 31, 2004, loans serviced for others
were $181.3 million. The amount of capitalized mortgage servicing rights as of
December 31, 2004 was $1.8 million.

When the Bank services loans for others, it is compensated for these services
through the retention of a servicing fee from borrowers' monthly payments. The
Bank pays the third-party investors an agreed-upon yield on the loans, which is
generally less than the interest agreed to be paid by the borrowers. The
difference is retained by the Bank and recognized as servicing fee income over
the lives of the loans, net of amortization of capitalized mortgage servicing
rights. The Bank also receives fees and interest income from ancillary sources
such as delinquency charges and float on escrow and other funds.

<PAGE>

Management believes that servicing mortgage loans for third parties provides a
natural hedge against other risks inherent in the Bank's mortgage banking
operations. That is, fluctuations in volumes of mortgage loan originations and
resulting gains on sales of such loans caused by changes in market interest
rates will generally be offset in part by an opposite change in loan servicing
fee income. These fluctuations are usually the result of actual loan prepayment
activity that is different from that which was anticipated when the related
servicing rights were originally recorded. However, fluctuations in the value of
mortgage servicing rights may also be caused by lower of cost or market
adjustments under generally accepted accounting principles ("GAAP"). That is,
the value of servicing rights may fluctuate because of changes in the future
prepayment assumptions or discount rates used to periodically value servicing
rights. Although management believes that most of the Bank's loans that prepay
are replaced by a new loan to the same customer or even a different customer
(thus preserving the future servicing cash flow), GAAP requires mark-to-market
gains or losses resulting from a change in future prepayment assumptions to be
recorded in the period in which the change occurs. However, the offsetting gain
on the sale of the new loan, if any, cannot be recorded under GAAP until the
customer actually prepays the old loan and the new loan is sold in the secondary
market. Mortgage servicing rights are particularly susceptible to unfavorable
mark-to-market adjustments during periods of declining interest rates during
which prepayment activity typically accelerates to levels above that which had
been anticipated when the servicing rights were originally recorded. During
periods of rising rates, mark-to-market adjustments tend to result in gains to
the value of servicing rights as the assumption is adjusted to reflect a
deceleration in payments.

CONSUMER AND OTHER LENDING

The Bank offers consumer and other loans in order to provide a full range of
financial services to its customers. Such loans accounted for approximately
5.12% of the Corporation's gross loans as of December 31, 2004. Most of the
Bank's consumer loan portfolio consists of second mortgage loans and home equity
lines of credit, but also includes automobile loans, recreational vehicle and
mobile home loans, deposit account secured loans, and unsecured lines of credit
or signature loans. The Bank services all of its own consumer loans.

Applications for consumer loans are taken at all of the Bank's offices except
the Expo Drive office. Applications for automobile loans are also accepted
through relationships established with a limited number of qualifying automobile
dealerships ("indirect automobile lending"). The majority of consumer loans are
underwritten, approved, and serviced on an on-going basis by loan officers.

Consumer loans generally have shorter terms and higher rates of interest than
conventional mortgage loans, but typically involve more credit risk than such
loans because of the nature of the collateral and, in some instances, the
absence of collateral. In general, consumer loans are more dependent upon the
borrower's continuing financial stability, are more likely to be affected by
adverse personal circumstances, and are often secured by rapidly depreciating
personal property such as automobiles. In addition, various laws, including
bankruptcy and insolvency laws, may limit the amount that may be recovered from
a borrower. However, such risks are mitigated to some extent in the case of
second mortgage loans and home-equity lines of credit. These types of loans are
secured in part or in full by a second mortgage on the borrower's residence.

The Bank believes that the higher yields earned on consumer loans compensate for
the increased risk associated with such loans and that consumer loans are
important to the Bank's efforts to increase the interest rate sensitivity and
shorten the average maturity of its loan portfolio. Furthermore, the Bank's net
charge-offs on consumer loans as a percentage of gross loans have not been
significant in recent years, despite the risks inherent in consumer lending.

<PAGE>

In conjunction with its consumer lending activities, the Corporation offers
customers credit life and disability insurance products. The Bank and its loan
officers receive commission revenue related to the sales of these products. In
addition, a wholly-owned subsidiary of the Bank receives premium revenue in
exchange for the portion of the insurance risk it has reinsured on these sales.
Refer to "Subsidiaries", below, for additional discussion.

The Bank offers a full range of trust services that include trust under
agreement, testamentary trust, guardianships and conservatorships, probate
estates, estate planning, and financial planning. The Bank employs a licensed
investment representative who provides a variety of investment and insurance
products through arrangements with other service providers. These products
include mutual funds, stocks, bonds, annuities, and life insurance products.

Insurance products, including commercial, personal, life, and health insurance,
are offered through Insurance Center of Manitowoc, Inc. Effective January 26,
2005, Insurance Center's board of directors approved a name change to "The
Vincent Group, Inc."

To attract new business and retain existing customers, the Bank relies on local
marketing promotions, personal contact by its officers, staff and directors,
referrals by current customers, extended banking hours, personalized service,
and contact with on-line customers via the Bank's website or e-mail statements.

NON-PERFORMING AND OTHER CLASSIFIED ASSETS

Loans are generally placed on non-accrual status and considered "non-performing"
when, in the judgment of management, the probability of collection of principal
or interest is deemed to be insufficient to warrant further accrual of interest.
When a loan is placed on non-accrual and/or non-performing status, previously
accrued but unpaid interest is deducted from interest income. In general, the
Bank does not record accrued interest on loans 90 or more days past due. For
additional information, refer to Part II, Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Notes 1 and 3 of
the Corporation's Audited Consolidated Financial Statements, included herein
under Part II, Item 8, "Financial Statements and Supplementary Data".

When a loan is placed on non-accrual and/or non-performing status, the Bank
generally institutes foreclosure or other collection proceedings. Real estate
acquired by the Bank as a result of foreclosure or deed-in-lieu of foreclosure
is classified as "other real estate" and is considered "non-performing" until
sold. Other property acquired through adverse judgment, such as automobiles and
other depreciable assets, are generally classified as "other personal property".

The Bank has internal policies and procedures in place to evaluate risk ratings
on all loans. In addition, in connection with examinations of banks, federal
examiners have authority to classify problem assets as "Substandard",
"Doubtful", or "Loss". An asset is classified as "Substandard" if it is
determined to involve a distinct possibility that the Bank could sustain some
loss if deficiencies associated with the loan are not corrected. An asset is
classified as "Doubtful" if full collection is highly questionable or
improbable. An asset is classified as "Loss" if it is considered uncollectible,
even if a partial recovery could be expected in the future. If an asset or
portion thereof is classified as "Loss", the Bank must either establish a
specific allowance for the portion of the asset classified as "Loss", or charge
off such amount. Refer to Part II, Item 7, "Management's Discussion and Analysis
of Financial Condition and Results of Operations," for additional discussion.

<PAGE>

ALLOWANCES FOR LOSSES ON LOANS AND REAL ESTATE

The Bank's policy is to establish allowances for estimated losses on specific
loans and real estate when it determines that losses are probable and estimable.
In addition, the Corporation maintains a general loss allowance against its loan
and real estate portfolios that is based on its own loss experience,
management's ongoing assessment of current economic conditions, the credit risk
inherent in the portfolios, and the experience of the financial services
industry. For additional information, refer to Part II, Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
Notes 1 and 3 of the Corporation's Audited Consolidated Financial Statements,
included herein under Part II, Item 8, "Financial Statements and Supplementary
Data".

Management of the Bank believes that the current allowances established by the
Bank are adequate to cover probable and estimable losses in the Bank's loan and
real estate portfolios. However, future adjustments to these allowances may be
necessary and the Bank's results of operations could be adversely affected if
circumstances differ substantially from the assumptions used by management in
making its determinations in this regard.

SOURCES OF FUNDS

DEPOSIT LIABILITIES

The Bank's current deposit products include regular savings accounts, checking
accounts, money market deposit accounts, individual retirement accounts, and
certificates of deposit ranging in terms from three months to five years. As of
December 31, 2004, deposit liabilities accounted for approximately 71.6% of the
Corporation's total liabilities and equity.

In addition to serving as the Bank's primary source of funds, deposit
liabilities (especially checking accounts) are a substantial source of
non-interest income. This income is generally received in the form of overdraft
fees, periodic service charges, automated teller machine ("ATM") and debit card
fees, and other transaction charges. The Bank's extensive branch network also
creates opportunities for sales of non-deposit products such as tax-deferred
annuities, mutual funds, and other investment products. In exchange for these
sales, the Bank receives commission revenue from the third-party providers of
the financial products and/or services.

The principal methods used by the Bank to attract deposit accounts include
offering a variety of products and services, competitive interest rates, and
convenient office locations and hours. All of the Bank's offices have drive-up
facilities and the Bank owns twelve ATM machines, all of which are located in
the Bank's primary markets. Depositors may also obtain a debit card from the
Bank, which allows them to purchase goods and services directly from merchants.
The same debit card also provides access to the ATM network.

FEDERAL HOME LOAN BANK ADVANCES

The Bank obtains advances from the FHLB secured by certain of its home mortgage
loans and mortgage-related securities, as well as stock in the FHLB, a minimum
amount of which the Bank is required to own. Such advances may be made pursuant
to several different credit programs, each with its own interest rate and range
of maturity dates. As of December 31, 2004, FHLB advances accounted for
approximately 6.4% of the Bank's total liabilities and equity.

<PAGE>

SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

The Bank regularly enters into sales of securities under agreements to
repurchase. In form, these transactions are an arrangement in which the sale of
securities is accompanied by a simultaneous agreement to repurchase the
identical securities (or substantially the same securities) at a future date. In
substance, however, these arrangements are borrowings secured by high-quality,
highly-liquid securities such as Fannie Mae or Freddie Mac Mortgage Backed
Securities. Accordingly, these arrangements are accounted for as borrowings in
the Bank's financial statements.

FEDERAL FUNDS PURCHASED AND OTHER BORROWINGS

The Corporation has lines of credit with three financial institutions. These
lines, which amount to $25 million in the aggregate, permit the overnight
purchase of federal funds. As of December 31, 2004, there were no outstanding
borrowings against these lines of credit.

BANK SUBSIDIARY CORPORATIONS

FNBM Investment Corporation. FNBM Investment Corporation ("FNBM") was
incorporated in the State of Nevada in December 1993. FNBM is located in Las
Vegas, Nevada. The Bank owns 100% of the outstanding common stock of FNBM. FNBM
was formed to consolidate and improve the efficiency, management, safekeeping,
and operations of the Bank's investment securities portfolio and certain other
holdings.

Insurance Center of Manitowoc, Inc. Insurance Center of Manitowoc, Inc. ("ICM")
was incorporated in the State of Wisconsin in 1932. Bank acquired 100% of the
outstanding common stock of the ICM in January 2001. ICM has an office in
Manitowoc, Wisconsin that operates under the trade name Insurance Center of
Manitowoc, Inc. and an office in Green Bay, Wisconsin that operates under the
trade name Gary Vincent & Associates, Inc. ICM is a regional independent agency
offering commercial, personal, life, and health insurance. ICM provides various
bank-related insurance coverages for the Bank including Directors & Officers
Liability, Trust, and Blanket Bond.

In April of 2004, Professional Insurance Advantage, Incorporated joined Gary
Vincent & Associates. This Green Bay agency consisting of three employees offers
group and individual life, health, dental, vision, disability, long-term care,
401(k) retirement plans, and investment services in addition to property and
casualty insurance.

Effective January 26, 2005, ICM's board of directors approved a name change to
The Vincent Group, Inc.

United Financial Services, Inc. United Financial Services, Inc. ("UFS") was
incorporated in the State of Wisconsin in September 1991. UFS is located in
Grafton, Wisconsin. The Bank owns 49.8% of the outstanding common stock of UFS.
The subsidiary, UFS, was formed to provide data processing services to the
banking industry. UFS provides data processing services to owner banks Baylake
Bank and the Bank in addition to 52 other banks located in Wisconsin. The Bank's
investment in UFS is accounted for under the equity method.

SEASONALITY

The management of the Bank does not believe that the deposits or business of the
Bank in general are seasonal in nature. The deposits may, however, vary with
local and national economic conditions but not enough to have a material effect
on planning and policy making.

FOREIGN OPERATIONS

The Bank does not engage in operations in foreign countries.

EMPLOYEES

As of February 28, 2005, the Corporation employed 233 individuals, 76 of whom
worked part-time.

COMPETITION

The Bank offers many personalized services and attracts customers by being
responsive and sensitive to the needs of the community. The Bank relies on
goodwill and referrals from satisfied customers as well as traditional media
advertising to

<PAGE>

attract new customers. To enhance a positive image in the community, the Bank
supports and participates in many local events, such as the Manitowoc County
Fair, Manitowoc County Airport Day, First National Bank Maritime Bay Bike
Classic, Two Rivers Ethnic Festival, and French Creek Days. Employees, officers,
and directors represent the Bank on many boards and local civic and charitable
organizations.

The primary factors in competing for deposits are interest rates, personalized
services, the quality and range of financial services, convenience of office
locations and office hours. Competition for deposits comes primarily from other
commercial banks, savings associations, credit unions, money market funds and
other investment alternatives. The primary factors in competing for loans are
interest rates, loan origination fees, the quality and range of lending services
and personalized services. Competition for loans comes primarily from other
commercial banks, savings associations, mortgage banking firms, credit unions
and other financial intermediaries. Competition in the Bank's market area is
expected to continue for the foreseeable future.

SUPERVISION AND REGULATION

General. The Corporation and the Bank are extensively regulated under federal
and state law. Generally, these laws and regulations are intended to protect
depositors, not shareholders. The following is a summary description of certain
provisions of certain laws which affect the regulation of bank holding companies
and banks. The discussion is qualified in its entirety by reference to
applicable laws and regulation. Changes in such laws and regulations may have a
material effect on the business and prospects of the Corporation and the Bank.

Federal Bank Holding Company Regulation and Structure. The Corporation is a bank
holding company within the meaning of the Bank Holding Company Act of 1956, as
amended (the "Act"). As such, it is subject to regulation, supervision, and
examination by the Federal Reserve Board ("FRB"). The Corporation is required to
file annual and quarterly reports with the FRB and to provide the FRB with such
additional information as the FRB may require. The FRB may conduct examinations
of the Corporation and its subsidiaries.

With certain limited exceptions, the Corporation is required to obtain prior
approval from the FRB before acquiring direct or indirect ownership or control
of more than 5% of any voting securities or substantially all of the assets of a
bank or bank holding company, or before merging or consolidating with another
bank holding company. Additionally, with certain exceptions, any person
proposing to acquire control through direct or indirect ownership of 25% or more
of any voting securities of the Corporation is required to give 60 days' written
notice of the acquisition to the FRB, which may prohibit the transaction, and to
publish notice to the public.

Generally, a bank holding company may not engage in any activities other than
banking, managing or controlling its bank and other authorized subsidiaries, and
providing services to these subsidiaries. With prior approval of the FRB, the
Corporation may acquire more than 5% of the assets or outstanding shares of a
company engaging in non-bank activities determined by the FRB to be closely
related to the business of banking or of managing or controlling banks. The FRB
provides expedited procedures for expansion into approved categories of non-bank
activities.

<PAGE>

Subsidiary banks of a bank holding company are subject to certain quantitative
and qualitative restrictions on extensions of credit to the bank holding company
or its subsidiaries, on investments in their securities and on the use of their
securities as collateral for loans to any borrower. These regulations and
restrictions may limit the Corporation's ability to obtain funds from the Bank
for its cash needs, including funds for the payment of dividends, interest and
operating expenses. Further, subject to certain exceptions, a bank holding
company and its subsidiaries are prohibited from engaging in certain tie-in
arrangements in connection with any extension of credit, lease or sale of
property or furnishing of services. For example, the Bank may not generally
require a customer to obtain other services from itself or the Corporation, and
may not require that a customer promise not to obtain other services from a
competitor as a condition to an extension of credit to the customer.

Under FRB policy, a bank holding company is expected to act as a source of
financial strength to its subsidiary banks and to make capital injections into a
troubled subsidiary bank, and the FRB may charge the bank holding company with
engaging in unsafe and unsound practices for failure to commit resources to a
subsidiary bank when required. A required capital injection may be called for
when the holding company does not have the resources to provide it.

Federal Bank Regulation. The Corporation's banking subsidiary is a
federally-chartered national bank regulated by the Office of Comptroller of
Currency ("OCC"). The OCC may prohibit the institutions over which it has
supervisory authority from engaging in activities or investments that the agency
believes constitutes unsafe or unsound banking practices. Federal banking
regulators have extensive enforcement authority over the institutions they
regulate to prohibit or correct activities which violate law, regulation or a
regulatory agreement or which are deemed to constitute unsafe or unsound
practices. Enforcement actions may include the appointment of a conservator or
receiver, the issuance of a cease and desist order, the termination of deposit
insurance, the imposition of civil money penalties on the institution, its
directors, officers, employees and institution-affiliated parties, the issuance
of directives to increase capital, the issuance of formal and informal
agreements, the removal of or restrictions on directors, officers, employees and
institution-affiliated parties, and the enforcement of any such mechanisms
through restraining orders or other court actions.

The Bank is subject to certain restrictions on extensions of credit to executive
officers, directors, principal shareholders or any related interest of such
persons which generally require that such credit extensions be made on
substantially the same terms as are available to third persons dealing with the
Bank and not involve more than the normal risk of repayment. Other laws tie the
maximum amount which may be loaned to any one customer and its related interests
to capital levels.

Under the Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), each federal banking agency is required to prescribe, by regulation,
non-capital safety and soundness standards for institutions under its authority.
The federal banking agencies, including the OCC, have adopted standards covering
internal controls, information systems and internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth, and
compensation, fees and benefits. An institution which fails to meet those
standards may be required by the agency to develop a plan acceptable to the
agency, specifying the steps that the institution will take to meet the
standards. Failure to submit or implement such a plan may subject the
institution to regulatory sanctions. The Corporation, on behalf of the Bank,
believes that it meets substantially all standards which have been adopted.
FDICIA also imposed new capital standards on insured depository institutions.

Before establishing new branch offices, the Bank must meet certain minimum
capital stock and surplus requirements and the Bank must obtain OCC approval.

<PAGE>

Deposit Insurance. As a FDIC member institution, the Bank's deposits are insured
to a maximum of $100,000 per depositor through the Bank Insurance Fund ("BIF"),
administered by the FDIC. The Bank pays a quarterly deposit insurance premium
assessment to the FDIC. The insurance premium assessment is based upon the
FDIC's risk-based assessment system by which institutions are assigned to one of
three categories based on their capitalization and one of three subcategories
based on examination ratings and other supervisory information. An institution's
assessment rate depends on the "supervisory rating" it receives from the FDIC
("A," "B," or "C") and on their regulatory capital level ("well capitalized,"
"adequately capitalized," or "undercapitalized"). Assessment rates for insured
institutions are determined semiannually by the FDIC and currently range from
zero basis points for the healthiest institutions to 27 basis points for the
riskiest. The FDIC has authority to increase insurance assessments and is
required under federal law to establish assessment rates that will maintain the
insurance fund's ratio of reserves to insured deposits at $1.25 per $100. The
Bank was classified as "well capitalized" at December 31, 2004.

Capital Requirements. The federal banking regulators have adopted certain
risk-based capital guidelines to assist in the assessment of the capital
adequacy of a banking organization's operations for both transactions reported
on the balance sheet as assets and transactions, such as letters of credit,
which are recorded as off balance sheet items. Under these guidelines, nominal
dollar amounts of assets and credit equivalent amounts of off balance sheet
items are multiplied by one of several risk adjustment percentages, which range
from 0% for assets with low credit risk, such as certain U.S. Treasury
securities, to 100% for assets with relatively high credit risk, such as
business loans.

A banking organization's risk-based capital ratios are obtained by dividing its
qualifying capital by its total risk- adjusted assets. The regulators measure
risk-adjusted assets, which include off balance sheet items, against both total
qualifying capital (the sum of Tier 1 capital and limited amounts of Tier 2
capital) and Tier 1 capital. "Tier 1," or core capital, includes common equity,
less goodwill and other intangibles, subject to certain exceptions. "Tier 2," or
supplementary capital, includes the allowance for loan and lease losses, subject
to certain limitations. Banks and bank holding companies subject to the
risk-based capital guidelines are required to maintain a ratio of Tier 1 capital
to risk-weighted assets of at least 4.0% and a ratio of total capital to
risk-weighted assets of at least 8.0%. The appropriate regulatory authority may
set higher capital requirements when particular circumstances warrant. In
addition to risk-based capital, banks and bank holding companies are required to
maintain a minimum amount of Tier 1 capital to total average assets, referred to
as the leverage capital ratio, of at least 4.0%.

Federal banking agencies include in their evaluations of a bank's capital
adequacy, an assessment of the Bank's interest rate risk ("IRR") exposure. The
standards for measuring the adequacy and effectiveness of a banking
organization's interest rate risk management includes a measurement of board of
director and senior management oversight, and a determination of whether a
banking organization's procedures for comprehensive risk management are
appropriate to the circumstances of the specific banking organization. The Bank
has internal IRR models that are used to measure and monitor IRR.

Failure to meet applicable capital guidelines could subject a banking
organization to a variety of enforcement actions, including limitations on its
ability to pay dividends, the issuance by the applicable regulatory authority of
a capital directive to increase capital and, in the case of depository
institutions, the termination of deposit insurance by the FDIC. In addition,
future changes in regulations or practices could further reduce the amount of
capital recognized for purposes of capital adequacy. Such a change could affect
the ability of the Bank to grow and could restrict the amount of profits, if
any, available for the payment of dividends to the Corporation.
<PAGE>

Monetary Policy. The earnings of a bank holding company are affected by the
policies of regulatory authorities, including the FRB, in connection with the
FRB's regulation of the money supply. Various methods employed by the FRB are
open market operations in United States Government securities, changes in the
discount rate on member bank borrowings and changes in reserve requirements
against member bank deposits. These methods are used in varying combinations to
influence overall growth and distribution of bank loans, investments and
deposits, and their use may also affect interest rates charged on loans or paid
on deposits. Because of ongoing change in the national economy and in the money
markets, as well as the effect of monetary and fiscal policies of the Federal
Reserve System and Federal government, prediction cannot be made as to future
changes in interest rates, loan demand, deposit levels or the effect on the
earnings of the Corporation.

Federal Taxation. The Corporation is subject to those rules of federal income
taxation generally applicable to corporations under the Internal Revenue Code of
1986, as amended (the "IRC"). The Corporation, the Bank, and the Bank's
wholly-owned subsidiaries file a consolidated federal income tax return. This
has the effect of eliminating or deferring the tax consequences of intercompany
distributions, including dividends, in the computation of consolidated taxable
income. The consolidated entity pays taxes at the federal statutory rate of 34%
of its taxable income, as defined in the IRC.

State Taxation. The State of Wisconsin imposes a tax on the Corporation's
taxable income at the rate of 7.9%. State income taxes are deductible on the
Corporation's federal income tax return. Wisconsin's definition of taxable
income is generally similar to the federal definition, except that interest from
state and municipal obligations is taxable. In Wisconsin, net operating losses
may be carried forward but not back.

FNBM is incorporated in the State of Nevada, which does not currently impose a
corporate income tax. Although the earnings of FNBM are not currently subject to
taxation in the State of Wisconsin, from time-to-time legislation is proposed
which, if adopted, would require consolidated income tax returns for entities
headquartered in the state and result in taxation of FNBM's earnings. To date,
none of these legislative proposals have been adopted. In addition, from
time-to-time the Wisconsin Department of Revenue ("WDR") attempts to impose
income tax on out-of-state investment subsidiaries like FNBM. Indeed, in 2003
the WDR began examinations of a number of financial institutions, including the
Bank, specifically aimed at their relationships with their investment
subsidiaries. Management believes the WDR will take the position that the income
of FNBM is taxable in Wisconsin, and a number of other Wisconsin financial
institutions have entered into settlements with the WDR related to taxation of
the income of their Nevada subsidiaries. Management believes the Bank, as well
as FNBM, have complied with the tax rules relating to the income of out-of-state
subsidiaries. The WDR has indicated that it may repudiate these rulings and
management believes it is more likely than not that the WDR exam will result in
an assessment. The Bank and FNBM have held productive discussions with the WDR
and while no final agreement has been reached, believe there is a strong
likelihood of settlement. If no settlement is reached, the Bank will probably
oppose an assessment, if any.

Anti-Terrorism Act. On October 6, 2002, the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
(the "Patriot Act") was signed into law. While not primarily banking
legislation, the Patriot Act contained provisions requiring financial
institutions to adopt a variety of policies aimed at preventing
money-laundering. The OCC is the primary regulator for purposes of insuring
compliance by the Bank with Patriot Act requirements and certain of those
requirements will not become effective until adoption of implementing
regulations by the OCC. Management of the Bank does not believe that compliance
with the Patriot Act and its implementing regulations has a significant impact
on the Bank's business.

<PAGE>

ITEM 2. PROPERTIES

The Corporation owns real property at two branch locations at:

      1509 Washington Street, Two Rivers, Wisconsin 54241 ("Two Rivers Branch
       Office"); and

      2915 Custer Street, Manitowoc, Wisconsin 54220 ("Custer Street Branch
       Office").

The Bank owns real property at the location of its main office at 402 North
Eighth Street, Manitowoc, Wisconsin 54220; and at nine of its branch locations
at:

      106 South Packer Drive, Francis Creek, Wisconsin 54214 ("Francis Creek
       Branch Office");

      109 South Fourth Avenue, St. Nazianz, Wisconsin 54232 ("St. Nazianz Branch
       Office");

      110 Baugniet Street, Mishicot, Wisconsin 54228 ("Mishicot Branch Office");

      108 Fremont Street, Kiel, Wisconsin 53042 ("Kiel Branch Office");

      5724 CTH U, Newton, Wisconsin 53063 ("Newton Branch Office");

      2210 Calumet Drive, New Holstein, Wisconsin 53061 ("New Holstein Branch
       Office");

      2323 Eastern Avenue, Plymouth, Wisconsin 53073 ("Plymouth East Branch
       Office");

      300 East Mill Street, Plymouth, Wisconsin 53073 ("Plymouth West Branch
       Office"); and

      2747 Manitowoc Road, Green Bay, Wisconsin 54311 ("Bellevue Branch
       Office").

The Bank leases real property at two branch locations:

      2865 South Ridge Road, Green Bay, Wisconsin, 54304 ("Ashwaubenon Branch
       Office").

      4712 Expo Drive, Manitowoc, Wisconsin, 54220 ("Expo Branch Office").

Insurance Center of Manitowoc, Inc. owns real property located at:

      4712 Expo Drive, Manitowoc, Wisconsin 54220 ("Insurance Center of
       Manitowoc, Inc. Office").

Insurance Center of Manitowoc, Inc. leases real property at:

      425 South Adams Street, Green Bay, Wisconsin, 54301 ("Gary G. Vincent &
       Associates, Inc. Office").

There are no encumbrances on any of these properties.

ITEM 3. LEGAL PROCEEDINGS

The Corporation is involved in various legal actions arising in the normal
course of its business. While the ultimate outcome of these various legal
proceedings cannot be predicted with certainty, it is the opinion of management
and through consultation with legal counsel that the resolution of these legal
actions will not have a material effect on the Corporation's consolidated
financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to security holders for a vote during the fourth
quarter of 2004.

<PAGE>

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

There is no established public trading market for the Corporation's common stock
("Shares"). Accordingly, there is no comprehensive record of trades or the
prices of any such trades. The following tables reflect stock prices for Shares
to the extent such information is made known and available to management of the
Corporation, and the dividends declared with respect thereto during the
preceding two years.

<TABLE>
<CAPTION>
                                  2004
-------------------------------------------------------------------------
  1st Quarter         2nd Quarter       3rd Quarter        4th Quarter
 High      Low       High      Low      High     Low      High      Low
-------  -------    -------  -------  -------  -------   -------  -------
<S>      <C>        <C>      <C>      <C>      <C>       <C>      <C>
$ 15.50  $ 14.05    $ 16.25  $ 14.90  $ 16.00  $ 15.00   $ 16.00  $ 15.10
</TABLE>

<TABLE>
<CAPTION>
                                  2003
-------------------------------------------------------------------------
  1st Quarter         2nd Quarter       3rd Quarter        4th Quarter
 High      Low       High      Low      High     Low      High      Low
-------  -------    -------  -------  -------  -------   -------  -------
<S>      <C>        <C>      <C>      <C>      <C>       <C>      <C>
$ 14.50  $ 14.50    $ 15.75  $ 14.50  $ 15.50  $ 14.50   $ 16.00  $ 14.00
</TABLE>

CASH DIVIDENDS

<TABLE>
<CAPTION>
                             2004
--------------------------------------------------------------
1st Quarter    2nd Quarter  3rd Quarter   4th Quarter   Total
-----------    -----------  -----------   -----------  -------
<S>            <C>          <C>           <C>          <C>
$     0.055    $     0.055  $     0.055   $     0.065  $ 0.230
</TABLE>

<TABLE>
<CAPTION>
                             2003
--------------------------------------------------------------
1st Quarter    2nd Quarter  3rd Quarter   4th Quarter   Total
-----------    -----------  -----------   -----------  -------
<S>            <C>          <C>           <C>          <C>
$     0.050    $     0.050  $     0.050   $     0.060  $ 0.210
</TABLE>

HOLDERS

As of February 28, 2005, there were approximately 665 holders of record of the
Corporation's Shares.

ISSUER PURCHASES OF EQUITY SECURITIES

None

<PAGE>

DIVIDENDS

The Corporation declared and paid cash dividends totaling $0.230 per share or
$1.6 million during fiscal 2004, and $0.210 per share or $1.5 million during
fiscal 2003. The Corporation currently expects that comparable cash dividends
will continue in the future.

Dividends may be paid to the holders of the Corporation's shares, when, as, and
if declared by the Corporation's Board of Directors, subject to the restrictions
imposed by Wisconsin law. The only statutory limitation applicable to the
Corporation is that dividends may not be paid if the Corporation is insolvent or
if the dividend would cause the Corporation to become insolvent. There are no
contractual restrictions that currently limit the Corporation's ability to pay
dividends or that the Corporation reasonably believes are likely to limit
materially the future payment of dividends on the Corporation's shares.
Currently, its only source of income is from the dividends paid by the Bank to
the Corporation. Therefore, the dividend restrictions applicable to national
banks will impact the Corporation's ability to pay dividends.

Under the National Bank Act, dividends may be paid only out of retained earnings
as defined in the statute. The approval of the OCC is required if the dividends
for any year exceed the net profits, as defined, for that year plus the retained
net profits for the preceding two years. In addition, unless a national bank's
capital surplus equals or exceeds the stated capital for its common stock, no
dividends may be declared unless the bank makes transfers from retained earnings
to capital surplus.

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with the
Corporation's Consolidated Financial Statements and the related notes and with
the Corporation's Management's Discussion and Analysis of Financial Condition
and Results of Operations, provided elsewhere herein. In thousands, except per
share amounts.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,           2004            2003             2002            2001             2000
                                       ----------      ----------       ----------      ----------       ----------
<S>                                    <C>             <C>              <C>             <C>              <C>
Interest income                        $   28,042      $   27,189       $   30,811      $   35,421       $   34,979
Interest expense                            8,796           9,683           11,978          17,982           18,995
Net interest income                        19,246          17,506           18,833          17,439           15,984
Provision for loan losses                     450           1,250            1,950           3,000            1,065
Net interest income after provision
for loan losses                            18,796          16,256           16,883          14,439           14,919
Other income                                6,494           7,887            6,585           5,344            2,711
Other expense                              14,982          14,433           14,542          13,455           11,428
Net income                                  7,902           7,629            7,089           5,405            5,301

Per Share Data:*

Net income - basic and diluted         $    1.140      $    1.100       $    1.020      $    0.780       $    0.760
Cash dividends declared                     0.230           0.210            0.183           0.150            0.140
Book value                                  9.500           8.680            7.820           6.700            5.980

Weighted average shares outstanding     6,937,268       6,937,268        6,937,268       6,937,268        6,937,268
</TABLE>

<TABLE>
<CAPTION>
AT YEAR ENDED DECEMBER 31,                2004            2003             2002            2001             2000
                                       ----------      ----------       ----------      ----------       ----------
<S>                                    <C>             <C>              <C>             <C>              <C>
Total assets                           $  622,175      $  581,953       $  565,810      $  527,304       $  495,410
Loans                                     386,515         371,125          344,103         327,440          326,571
Allowance for loan losses                   3,824           3,999            3,384           2,737            3,824
Investment securities                     156,669         138,275          135,747         126,754          114,375
Deposits                                  445,786         428,284          416,099         394,092          394,601
Repurchase Agreements                      61,620          55,359           50,884          33,108           29,952
Borrowed funds                             42,280          31,910           38,138          47,179           23,000
Shareholders' equity                       65,873          60,223           54,284          46,489           41,461

AVERAGE BALANCES
Assets                                 $  598,770      $  564,735       $  534,622      $  505,518       $  472,285
Deposits                                  431,459         415,926          387,953         384,856          373,035
Shareholders' equity                       62,969          57,189           50,750          44,763           37,455

FINANCIAL RATIOS
Return on average assets                     1.32%           1.35%            1.33%           1.07%            1.12%
Return on average equity                    12.55%          13.34%           13.97%          12.07%           14.15%
Average equity to average assets            10.52%          10.13%            9.49%           8.85%            7.93%
Dividend payout ratio                       20.18%          19.09%           17.86%          19.26%           18.32%
</TABLE>

* Per share data for 2000 through 2002 is restated to reflect the two-for-one
stock splits effective June 30, 2000 and October 18, 2002.

<PAGE>

                     SUMMARY QUARTERLY FINANCIAL INFORMATION
                     In thousands, except per share amounts

<TABLE>
<CAPTION>


                                                     Three Months Ended,
2004                                  March 31      June 30    September 30    December 31
----                                  --------      -------    ------------    -----------
<S>                                   <C>           <C>        <C>             <C>
Selected Operations Data:
   Interest income                    $  6,656      $ 6,747    $      7,251    $     7,388
   Interest expense                      2,092        2,100           2,244          2,360
                                      --------      -------    ------------    -----------
      Net interest income                4,564        4,647           5,007          5,028
   Provision for loan losses               100          100             150            100
   Other income                          2,053        1,261           1,705          1,475
   Other expenses                        3,729        3,535           3,768          3,950
                                      --------      -------    ------------    -----------
      Income before income taxes         2,788        2,273           2,794          2,453
   Provision for income taxes              641          450             769            546
                                      --------      -------    ------------    -----------
      Net income                      $  2,147      $ 1,823    $      2,025    $     1,907

Per Share Data:
Net income (Basic and Diluted)        $   0.31      $  0.26    $       0.29    $      0.28
</TABLE>

<TABLE>
<CAPTION>
                                                     Three Months Ended,
                                      March 31      June 30    September 30    December 31
                                      --------      -------    ------------    -----------
2003
----
<S>                                   <C>           <C>        <C>             <C>
Selected Operations Data:
   Interest income                    $  7,135      $ 6,791    $      6,591    $     6,672
   Interest expense                      2,667        2,533           2,294          2,189
                                      --------      -------    ------------    -----------
      Net interest income                4,468        4,258           4,297          4,483
   Provision for loan losses               200          450             300            300
   Other income                          1,886        2,093           2,342          1,566
   Other expenses                        3,692        3,419           3,703          3,619
                                      --------      -------    ------------    -----------
      Income before income taxes         2,462        2,482           2,636          2,130
   Provision for income taxes              561          532             595            393
                                      --------      -------    ------------    -----------
      Net income                      $  1,901      $ 1,950    $      2,041    $     1,737

Per Share Data:
   Net income (Basic and Diluted)     $   0.27      $  0.28    $       0.29    $      0.26
</TABLE>

<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The discussion and analysis in this section should be read in conjunction with
Item 8, Financial Statements and Supplemental Data as well as with the selected
financial data found elsewhere in this report.

Critical Accounting Policies

In preparing the consolidated financial statements, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the balance sheet and revenues and expenses for
the period. Actual results could differ significantly from those estimates.
Estimates that are particularly susceptible to significant change include the
determination of the allowance for loan losses and mortgage servicing rights
valuation.

The consolidated financial statements of the Corporation are prepared in
conformity with accounting principles generally accepted in the United States of
America and follow general practices within the industries in which it operates.
This preparation requires management to make estimates, assumptions, and
judgments that affect the amounts reported in the financial statements and
accompanying notes. These estimates, assumptions, and judgments are based on
information available as of the date of the financial statements; accordingly,
as this information changes, actual results could differ from the estimates,
assumptions, and judgments reflected in the financial statements. Certain
policies inherently have a greater reliance on the use of estimates, assumptions
and judgments and, as such, have a greater possibility of producing results that
could be materially different than originally reported. Management believes the
following policies are both important to the portrayal of the Corporation's
financial condition and results and require subjective or complex judgments and,
therefore, management considers the following to be critical accounting
policies.

Allowance for Loan Losses. Management's evaluation process used to determine the
adequacy of the allowance for loan losses is subject to the use of estimates,
assumptions, and judgments including management's ongoing review and grading of
the loan portfolio, consideration of past loan loss experience, trends in past
due and nonperforming loans, risk characteristics of the various classifications
of loans, existing economic conditions, the fair value of underlying collateral,
and other qualitative and quantitative factors which could affect probable
credit losses. Because current economic conditions can change and future events
are inherently difficult to predict, the anticipated amount of estimated loan
losses, and therefore the adequacy of the allowance, could change significantly.
As an integral part of their examination process, various regulatory agencies
also review the allowance for loan losses. Such agencies may require that
certain loan balances be charged off when their credit evaluations differ from
those of management, based on their judgments about information available to
them at the time of their examination. The Corporation believes the allowance
for loan losses is adequate and properly recorded in the financial statements.
See section "Allowance for Loan Losses."

Mortgage Servicing Rights Valuation. The fair value of the Corporation's
mortgage servicing rights asset is important to the presentation of the
consolidated financial statements in that mortgage servicing rights are subject
to a fair value-based impairment standard. Mortgage servicing rights do not
trade in an active open market with readily observable prices. As such, like
other participants in the mortgage banking business, the Corporation relies on
an internal estimated cash flow model to establish the fair value of its
mortgage servicing rights. While the Corporation believes that the values
produced by its internal model are indicative of the fair value of its mortgage
servicing rights portfolio, these values can change significantly depending upon
the then current interest rate environment, estimated prepayment speeds of the
underlying mortgages serviced, and other economic conditions. The proceeds that
might be received should the Corporation actually consider a sale of the
mortgage servicing rights portfolio could differ from the amounts reported at
any point in time. The Corporation believes the mortgage servicing rights asset
is properly recorded in the financial statements.

<PAGE>

For additional information concerning critical accounting policies, see Notes to
Consolidated Financial Statements, "Note 1, Summary of Significant Accounting
Policies".

Results of Operations

INCOME STATEMENT

The Corporation recorded net income of $7.9 million for the year ended December
31, 2004, an increase of 3.9% over the $7.6 million earned in 2003. These
amounts represented returns on average assets of 1.32% for 2004 and 1.35% for
2003. Returns on average equity were 12.55% for 2004 and 13.34% for 2003.
Earnings per share in 2004 (basic and diluted) were $1.14, an increase of 3.6%
over 2003 earnings per share of $1.10.

Interest income increased $0.8 million, from $27.2 million in 2003 to $28.0
million in 2004. Interest expense decreased from $9.7 million in 2003 to $8.8
million in 2004. Interest rates were relatively stable and historically low
during 2003 and the first half of 2004. As a result, net interest income
increased $1.7 million in 2004. There were five interest rate increases of 25
basis points each during the second half of 2004. Interest rates on deposits
increased at a slower rate than those on securities which contributed to the
increase in the net interest margin.

Other income decreased $1.4 million in 2004, from $7.9 million in 2003 to $6.5
million in 2004. Notably lower revenue from significantly lower refinancing
activity occurred throughout the industry. As a result, service charges, loan
servicing income and gain on sales of mortgage loans sold to the secondary
market, accounted for the major decreases in other income. Increases occurred in
Insurance Center commissions and other miscellaneous income, a result of
increased volume and contingency commission income.

Other expense increased $0.6 million from $14.4 million in 2003 to $15.0 million
in 2004. Increases in employee compensation and outside service fees
(Sarbanes-Oxley internal control documentation requirements) were mainly
responsible for the difference.

BALANCE SHEET

Total assets at December 31, 2004 increased $40.2 million from $582.0 million in
2003 to $622.2 million in 2004. Loans were $386.5 million at December 31, 2004,
an increase of $15.4 million or 4.1% over December 31, 2003. Significant
increases in loans were as follows: Commercial loans increased $5.2 million and
residential real estate loans increased $10.4 million.

The allowance for loan losses decreased to $3.8 million at December 31, 2004
from $4.0 million at December 31, 2003. The ratio of allowance for loan losses
to total loans was 0.99% for 2004 and 1.08% for 2003. Non-performing loans were
$3.1 million, representing 0.79% of total loans at year end 2004, compared to
$3.3 million or 0.88% of total loans last year. The decrease in non-performing
loans came primarily from the commercial loan sector of the Bank's loan
portfolio.

Deposits increased $17.5 million, from $428.3 million at December 31, 2003 to
$445.8 million at December 31, 2004. The bank continues to experience strong
competition from other commercial banks, credit unions, the stock market, and
mutual funds. There are no predetermined divisions in the asset/liability policy
for the mix of deposits. Repurchase agreements increased $6.2 million or 11.3%
over 2003 due to increased deposits by municipalities at year end as a result of
tax collections. Borrowed funds increased $10.4 million to $42.3 million at
December 31, 2004 from $31.9 million at December 31, 2003.

Results of Operations Overview for fiscal years 2004, 2003 and 2002

The Corporation reported $7.9 million in net income for 2004 or $1.14 per share
compared to 2003 net income of $7.6 million or $1.10 per share, and $7.1 million
or $1.02 per share for 2002. Earnings for the year represent a record level of
performance for the Corporation, exceeding the previous record of $7.6 million
achieved in 2003. The improvement was primarily attributed to net interest
income. Return on average assets was 1.32%, 1.35% and 1.33% in 2004, 2003 and
2002, respectively. Return on average equity was 12.55% for 2004, 13.34% for
2003, and 13.97% for 2002.

<PAGE>

Net Interest Income, Interest Rate Spread, and Net Interest Margin

Management and the Board of Directors of the Bank monitor interest rates on a
regular basis to assess the Bank's competitive position and to maintain a
reasonable and profitable interest rate spread. The Bank also considers the
maturity distribution of loans, investments, and deposits and its effect on net
interest income as interest rates rise and fall over time.

Tables 1 and 2 do not include financial data for the Corporation as they include
only Bank financial information. In Table 1, nonaccrual loans have been included
in the average balances, loan fees are included in interest income and the yield
on tax exempt loans and securities is computed on a tax-equivalent basis using a
tax rate of 34%.

Table 1 provides average balances of earning assets and interest-bearing
liabilities, the associated interest income and expense and the corresponding
interest rates earned and paid. Net interest income, interest rate spread and
net interest margin on a tax-equivalent basis are shown for the three years
ended December 31, 2004, 2003, and 2002, respectively.

Net interest income is the principal source of earnings for a banking company.
It represents the differences between interest and fees earned on the loan and
investment portfolios and interest-bearing deposits offset by the interest paid
on deposits and borrowings. The amount of net interest income is affected by
changes in interest rates and by the amount and composition of earning assets
and interest-bearing liabilities. Interest rates fell during 2003 and 2002, but
improved slightly during 2004. Net interest income (on a tax equivalent basis)
for 2004 increased by $2.8 million or 14.8% compared to the year ended December
31, 2003, while 2003 net interest income decreased by $1.3 million or 6.2% from
the previous year ended December 31, 2002. (See Tables 1 and 2)

Interest rate spread and net interest margin are utilized to measure and explain
changes in net interest income. Interest rate spread is the difference between
the average yield on interest earning assets and the average rate paid on
interest bearing liabilities. Interest rate spread for the years ended December
31, 2004, 2003, and 2002 was 3.62%, 3.28%, and 3.68%, respectively. Net interest
margin is calculated as tax equivalent net interest income divided by average
earning assets and represents the Bank's net yield on its earning assets. The
net interest margin exceeds the interest rate spread because non-interest
bearing sources of funds, primarily demand deposits and shareholder's equity,
also support earning assets. For 2004, the net interest margin was 3.96%
compared to 3.66% in 2003. The net interest margin for 2002 was 4.12%. These
changes are the result of repricing and volume changes as previously discussed
and illustrated in Table 2 "Rate and Volume Variance Analysis Based on Average
Balances."

As shown in the rate/volume analysis in Table 2, changes in the rates in 2004
resulted in a $1.2 million increase in taxable equivalent net interest income.
Increases in volume and changes in the mix of both earning assets and
interest-bearing liabilities added $1.6 million for a combined increase of $2.8
million in taxable equivalent net interest income. Rate changes on
interest-bearing liabilities lowered interest expense by $1.4 million, while
rate changes on earning assets decreased interest income by $0.2 million.

For 2004, the cost of interest-bearing liabilities decreased 30 basis points to
1.93% aided by the low interest rate environment. Decreases occurred in the CD
and IRA deposit category (a decline of 46 basis points), repurchase agreements
(a decline of 34 basis points) and borrowings (a decline of 114 basis points).

<PAGE>

The yield on earning assets increased 3 basis points to 5.54% for 2004. The
average loan yield was 5.90%. The lower rate environment for new originations,
competitive pricing pressure and refinancing contributed to the downward trend
in loan yields. The yield on investment securities, however, was up 27 basis
points to 5.14%. From a volume perspective, earning assets contributed $2.1
million to taxable equivalent net interest income while interest-bearing
liabilities cost $0.5 million, netting a $1.6 million increase to taxable
equivalent net interest income.

Average earning assets were $554.7 million in 2004, an increase of $31.8 million
from 2003. Loans increased $25.0 million or 7.1% over 2003. Securities increased
$18.1 million or 12.8% over 2003.

Average interest-bearing liabilities were $456.7 million in 2004, an increase of
$22.2 million from 2003. Certificates of deposit and IRA deposits along with
repurchase agreements and borrowings accounted for a $16.6 million increase on
average over 2003.

Table 1 displays the average balances and average rates paid on all major
deposit classifications for 2004, 2003, and 2002.
<PAGE>

                       AVERAGE BALANCES, YIELD AND RATES
                                 (In thousands)

TABLE 1

<TABLE>
<CAPTION>
                                                For the year ended            For the year ended          For the year ended
                                                December 31, 2004              December 31, 2003          December 31, 2002
                                           -----------------------------  ---------------------------  --------------------------
                                                      Interest   Average            Interest  Average            Interest Average
                                            Average    Income/   Yield/   Average    Income/   Yield/   Average   Income/  Yield/
                                            Balance    Expense    Rate    Balance    Expense    Rate    Balance   Expense   Rate
                                           ---------  --------   -------  --------  --------  -------  --------  -------- -------
<S>                                        <C>        <C>        <C>      <C>       <C>       <C>      <C>       <C>      <C>
ASSETS:
Interest earning assets:
Federal funds sold                         $  16,511  $    221     1.34%  $ 27,751  $    304    1.10%  $ 20,749  $    336    1.62%
Investment securities:
  US Treasury securities and obligations
  of US government agencies                $  72,968  $  2,377     3.26%  $ 60,339  $  1,478    2.45%  $ 65,727  $  2,973    4.52%
  Tax exempt obligations of States
  and political subdivisions               $  76,406  $  5,104     6.68%  $ 70,474  $  4,780    6.78%  $ 64,163  $  4,587    7.15%
  All other investment securities          $  10,530  $    734     6.97%  $ 11,003  $    645    5.86%  $  8,525  $    623    7.31%
                                           ---------  --------            --------  --------           --------  --------
Total investment securities                $ 159,904  $  8,215     5.14%  $141,816  $  6,903    4.87%  $138,415  $  8,183    5.91%
Loans net of unearned income:
  Commercial loans                         $ 129,139  $  7,832     6.06%  $ 96,233  $  7,087    7.36%  $ 98,948  $  7,713    7.80%
  Mortgage loans                           $ 228,693  $ 12,438     5.44%  $234,759  $ 12,260    5.22%  $213,685  $ 13,670    6.40%
  Installment loans                        $  15,663  $  1,257     8.03%  $ 16,343  $  1,463    8.95%  $ 17,273  $  1,692    9.80%
  Other loans                              $   4,834  $    794    16.43%  $  5,977  $    798   13.35%  $  5,752  $    772   13.42%
                                           ---------  --------            --------  --------           --------  --------
Total loans                                $ 378,329  $ 22,321     5.90%  $353,312  $ 21,608    6.12%  $335,658  $ 23,847    7.10%

TOTAL INTEREST EARNING ASSETS              $ 554,744  $ 30,757     5.54%  $522,879  $ 28,815    5.51%  $494,822  $ 32,366    6.54%
Cash and due from banks                    $  13,379                      $ 12,904                     $ 12,668
Other assets                               $  34,549                      $ 32,706                     $ 28,918
Allowance for loan and lease losses        $  (3,902)                     $ (3,754)                    $ (2,851)
                                           ---------                      --------                     --------
TOTAL ASSETS                               $ 598,770                      $564,735                     $533,557
                                           =========                      ========                     ========
LIABILITIES:
Interest bearing liabilities:
  Savings deposits                         $  46,984  $    106     0.23%  $ 43,935  $     76    0.17%  $ 42,325  $    131    0.31%
  Market Plus accounts                     $  69,710  $    634     0.91%  $ 68,345  $    553    0.81%  $ 63,295  $    803    1.27%
  Super NOW accounts                       $  30,654  $    255     0.83%  $ 30,084  $    276    0.92%  $ 25,565  $    329    1.29%
  Money market deposit accounts            $  18,186  $    185     1.02%  $ 17,535  $    152    0.87%  $ 18,606  $    237    1.27%
  Certificates of deposit and IRA deposits $ 193,802  $  5,253     2.71%  $189,826  $  6,019    3.17%  $179,883  $  7,385    4.11%
  Repurchase agreements                    $  56,101  $  1,202     2.14%  $ 50,359  $  1,250    2.48%  $ 47,057  $  1,310    2.78%
  Federal funds purchased                  $      10  $      -     0.00%  $      -  $      -    0.00%  $      6  $      0    2.35%
  Borrowings                               $  41,279  $  1,161     2.81%  $ 34,370  $  1,357    3.95%  $ 42,170  $  1,783    4.23%
                                           ---------  --------            --------  --------           --------  --------
TOTAL INTEREST BEARING LIABILITIES         $ 456,726  $  8,796     1.93%  $434,454  $  9,683    2.23%  $418,907  $ 11,978    2.86%
Demand Deposits                            $  72,123                      $ 66,201                     $ 58,279
Other Liabilities                          $   6,952                      $  6,891                     $  6,663
                                           ---------                      --------                     --------
Total Liabilities                          $ 535,801                      $507,546                     $483,849
Shareholders' Equity                       $  62,969                      $ 57,189                     $ 49,708
                                           ---------                      --------                     --------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY   $ 598,770                      $564,735                     $533,557
                                           =========                      ========                     ========
Recap:
  Interest Income                                     $ 30,757     5.54%            $ 28,815    5.51%            $ 32,366    6.54%
  Interest Expense                                    $  8,796     1.93%            $  9,683    2.23%            $ 11,978    2.86%
                                                      --------                      --------                     --------
  Net Interest Income/Spread                          $ 21,961     3.62%            $ 19,132    3.28%            $ 20,388    3.68%

Contribution of Non-Interest-bearing Funds                         0.34%                        0.38%                        0.44%
Net Interest Margin                                                3.96%                        3.66%                        4.12%

Ratio of Average Interest Earning

  Assets to Average Interest-Bearing
   Liabilities                                                   121.46%                      120.35%                      118.12%
</TABLE>

Net interest margin is calculated as tax equivalent net interest income divided
by average earning assets and represents the Bank's net yield on its earning
assets. The tax equivalent adjustment was calculated using the statutory federal
income tax rate of 34%.
<PAGE>

      The following table sets forth the effects of changing rates and volumes
      on net interest income of the Corporation for the periods indicated.
      Information is provided with respect to (1) effects on net interest income
      attributable to changes in volume (changes in volume multiplied by prior
      rate); (2) effects on net interest income attributable to changes in rate
      (changes in rate multiplied by prior volume); and (3) the net change in
      interest income. The apportionment of changes resulting from the combined
      effect of both volume and rate was based on the separately determined
      volume and rate changes.

Table 2

                       RATE AND VOLUME VARIANCE ANALYSIS
                           BASED ON AVERAGE BALANCES
                                 (In thousands)

<TABLE>
<CAPTION>
                                                         2004 COMPARED TO 2003                       2003 COMPARED TO 2002
                                                         ---------------------                       ---------------------
                                               INCREASE(DECREASE) IN NET INTEREST INCOME   INCREASE(DECREASE) IN NET INTEREST INCOME
                                                  NET          DUE TO         DUE TO           NET          DUE TO        DUE TO
                                                CHANGE          RATE          VOLUME         CHANGE          RATE         VOLUME
                                               ---------      ---------      ---------     ----------      ---------     --------
<S>                                            <C>            <C>            <C>           <C>             <C>           <C>
Interest earning assets
Federal funds sold                             $     (83)     $      58      $    (141)    $      (32)     $    (127)    $     95
Investment securities:
     US Treasury securities and
     obligations of US government agencies     $     899      $     550      $     349     $   (1,495)     $  (1,268)    $   (227)
     Tax exempt obligations of States
     and political subdivisions                $     324      $     (73)     $     397     $      193      $    (243)    $    436
     All other investment securities           $      89      $     118      $     (29)    $       22      $    (138)    $    160
                                               ---------      ---------      ---------     ----------      ---------     --------
Total investment securities                    $   1,312      $     595      $     717     $   (1,280)     $  (1,649)    $    369
Loans net of unearned income:
     Commercial loans                          $     745      $  (1,396)     $   2,141     $     (626)     $    (418)    $   (208)
     Mortgage loans                            $     178      $     500      $    (322)    $   (1,410)     $  (2,672)    $  1,262
     Installment loans                         $    (206)     $    (147)     $     (59)    $     (229)     $    (141)    $    (88)
     Other loans                               $      (4)     $     165      $    (169)    $       26      $      (4)    $     30
                                               ---------      ---------      ---------     ----------      ---------     --------
Total loans                                    $     713      $    (879)     $   1,592     $   (2,239)     $  (3,235)    $    996

TOTAL INTEREST EARNING ASSETS                  $   1,942      $    (226)     $   2,168     $   (3,551)     $  (5,011)    $  1,460

Interest bearing liabilities:
     Savings deposits                          $      30      $      24      $       6     $      (55)     $     (60)    $      5
     Market Plus accounts                      $      81      $      70      $      11     $     (250)     $    (310)    $     60
     Super NOW accounts                        $     (21)     $     (26)     $       5     $      (53)     $    (105)    $     52
     Money market deposit accounts             $      33      $      27      $       6     $      (85)     $     (72)    $    (13)
     Certificates of deposit and IRA deposits  $    (766)     $    (890)     $     124     $   (1,366)     $  (1,756)    $    390
     Repurchase agreements                     $     (48)     $    (182)     $     134     $      (60)     $    (148)    $     88
     Federal funds purchased                   $       -      $       -      $       -     $       (0)     $      (0)    $     (0)
     Borrowings                                $    (196)     $    (437)     $     241     $     (426)     $    (112)    $   (314)
                                               ---------      ---------      ---------     ----------      ---------     --------

TOTAL INTEREST BEARING LIABILITIES             $    (887)     $  (1,413)     $     526     $   (2,295)     $  (2,563)    $    268

Net Change in Net Interest Income              $   2,829      $   1,187      $   1,642     $   (1,256)     $  (2,448)    $  1,192
</TABLE>
<PAGE>

Provision and Allowance for Loan Losses

For the year ended December 31, 2004, the Bank recorded net charge-offs of
$625,000 compared to net charge- offs of $635,000 in 2003 and $1,303,000 in
2002. Internal loan review, in particular, works toward identifying problem
credits and achieving timely recognition of potential and actual losses within
the loan portfolio.

Gross charge-offs amounted to $795,000 in 2004, $749,000 in 2003, and $1,578,000
in 2002, the majority of which were commercial loans. Loans charged off are
subject to ongoing review and effort is made to maximize recovery of principal,
interest and related expenses. Recoveries were $170,000 in 2004, $114,000 in
2003, and $275,000 in 2002.

The methodology used in determining the allowance for loan losses is based on
guidelines provided by the Financial Accounting Standards Board. The allowance
for loan losses is maintained at a level believed adequate by management to
absorb estimated loan losses. There are several factors that are included in the
analysis of the adequacy of the allowance for loan losses. Management considers
loan volume trends, levels and trends in delinquencies and nonaccruals, current
problem credits, national and local economic trends and conditions,
concentrations of credit by industry, current and historical levels of
charge-offs, the experience and ability of the lending staff, and other
miscellaneous factors.

The factor of loan volume trends is based on actual lending activity. This
factor is for estimated losses that are believed to be inherently part of the
loan portfolio but that have not yet been identified as specific problem
credits. The current problem credits factor includes the exposure believed to
exist for specifically identified problem loans determined on a loan-by-loan
basis. Specific problem loans are subject to classification according to one of
two categories: "Substandard" or "Doubtful". An institution is required to
develop its own program to classify its assets on a regular basis and to set
aside appropriate loss reserves on the basis of such classification. The
allocation of the allowance among the various loan categories is based on the
average proportion within those categories using a three year historical loss
percentage. The unallocated portion of the allowance consists of the other
factors included in the analysis because those factors cannot be tied to
specific loans or loan categories.

The allocation of the allowance for loan losses is shown in the following table.

Table 3

                     ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
                                 (IN THOUSANDS)
                                  DECEMBER 31

<TABLE>
<CAPTION>
                                        % Of                 % Of              % Of               % Of               % Of
                                      Loans In             Loans In          Loans In           Loans In           Loans In
                                      Category             Category          Category           Category           Category
                                      To Total             To Total          To Total           To Total           To Total
                               2004    Loans        2003     Loans    2002     Loans     2001     Loans    2000     Loans
                              ------  --------     ------  --------  ------  --------   ------  --------  -------  --------
<S>                           <C>     <C>          <C>     <C>       <C>     <C>        <C>     <C>       <C>      <C>
Specific Problem Loans        $1,610               $2,262            $1,974             $  843            $  625

Loan Type Allocation:
   Commercial & Agricultural     698      30.1%       950      29.4%  1,006      29.5%   1,476      26.4%   2,688      29.1%
   Commercial Real Estate        112      28.7%        87      30.0%     31      30.2%     103      26.0%     436      23.4%
   Residential Real Estate       110      36.1%        53      34.8%     13      36.7%      19      40.1%      25      40.3%
   Consumer                      182       5.1%       221       5.8%     77       3.6%      12       7.5%      36       7.2%
                              ------               ------            ------             ------            -------
Non-Specific Problem Loans     1,102                1,311             1,127              1,610              3,185
Unallocated                    1,112                  426               283                284                 14
                              ------               ------            ------             ------            -------
Total                         $3,824               $3,999            $3,384             $2,737            $ 3,824
                              ======               ======            ======             ======            =======
</TABLE>

Local economic concerns continue to affect the bank's customers. These concerns
are reflected in the allocation of allowance for loan losses. An increase in
local unemployment rates since December 31, 2002 was taken into consideration
when determining the increase in the unallocated portion of the allowance. The
unallocated allowance for loan losses is based on historical charge-off rates
for various loan categories and is applied to loans outstanding at the end of
the quarter.

The allocation and total for the allowance for loan losses is not to be
interpreted as a single year's exposure for loss nor the loss for any specified
time period.

Table 4

<PAGE>

                    ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
                                 (IN THOUSANDS)

                        FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                       2004       2003         2002          2001        2000
                                     -------     -------     --------     ---------     -------
<S>                                  <C>         <C>         <C>          <C>           <C>
Balance at beginning of period       $ 3,999     $ 3,384     $  2,737     $   3,824     $ 3,700

Charge-offs:
     Commercial Real Estate          $    39     $    97     $      0     $       0     $    83
     Residential Real Estate             112         179          272            22           2
     Commercial & Agricultural           468         240        1,095         3,872         668
     Consumer                            176         233          211           240         243
                                     -------     -------     --------     ---------     -------
                                     $   795     $   749       $1,578        $4,134     $   996
                                     =======     =======     ========     =========     =======

Recoveries:
     Commercial Real Estate          $     3     $    29     $      8     $       0     $     9
     Residential Real Estate              23           1           17             2           2
     Commercial & Agricultural           111          26          211            21          27
     Consumer                             33          58           39            24          17
                                     -------     -------     --------     ---------     -------
                                     $   170     $   114     $    275     $      47     $    55
                                     =======     =======     ========     =========     =======

Net charge-offs                          625         635        1,303         4,087         941

Provision for loan losses                450       1,250        1,950         3,000       1,065
                                     -------     -------     --------     ---------     -------

Balance at end of period             $ 3,824      $3,999     $  3,384     $   2,737     $ 3,824
                                     =======     =======     ========     =========     =======

Ratio of net charge-offs during
    period to average loans
    outstanding during period           0.17%       0.18%        0.39%         1.23%       0.30%

Ratio of allowance for loan losses
to total loans                          0.99%       1.08%        0.98%         0.84%       1.17%
</TABLE>
<PAGE>

The allowance for loan losses of $3,824,000 as of December 31, 2004 amounted to
0.99% of the outstanding loan portfolio. As of December 31, 2003, the $3,999,000
allowance for loan losses was 1.08% of gross loans and the allowance for loan
losses of $3,384,000 as of December 31, 2002 represented 0.98% of gross loans.
Net charge-offs for the year ended December 31, 2004 were greater than the
provision for loan losses for 2004. This accounts for the decrease in the
allowance for loan losses from $3,999,000 at December 31, 2003 to $3,824,000 at
December 31, 2004. Analysis by internal loan review supports the adequacy of the
allowance. Management has determined that the allowance for loan losses is
adequate to absorb probable loan losses as of December 31, 2004. See Note 3 in
the Consolidated Financial Statements.

Other Income

Other income decreased $1.4 million, or 17.7%, from 2003 to 2004. Reduced FNMA
financing in 2004 resulted in dramatic decreases in the gain on sales of
mortgage loans to the secondary market and the corresponding servicing income.
The dollar volume decreased from $132.7 million to $49.7 million. The real
estate premiums and discounts on FNMA loans sold in the secondary market
decreased by $1.6 million during 2004 from $1.8 million in 2003 to $0.2 million
in 2004.

The Insurance Center experienced growth in volume during 2004, contributing to
increased commission income. Other miscellaneous income increased as a result of
contingency commission income for lower than expected insurance claims.

Other income increased $1.3 million, or 19.8%, from 2002 to 2003. The increased
volume of mortgage loans and refinancings processed and sold to the FNMA
secondary market led to increased gains on loans sold and servicing fees
associated with them.

Other Expense

Other expense increased by $0.6 million, or 4.2%, from 2003 to 2004. Increases
in employee compensation and Sarbanes-Oxley fees were partially offset by cost
savings in the operating expenses, specifically telephone and printing costs.

Other expense decreased by $109,000, or 0.8%, from 2002 to 2003.

Income Taxes

The effective tax rates for the Corporation were 23.34%, 21.40%, and 20.58%, for
2004, 2003, and 2002, respectively. The increase in the effective tax rate for
2004 is a result of higher Wisconsin state taxes paid in 2004. See Note 12 in
the Consolidated Financial Statements and Item 1, "State Taxation" for
additional information.

Securities

Securities available for sale are held for an indefinite period of time and may
be sold in response to changing market and interest rate conditions as part of
the asset/liability management strategy. Securities available for sale are
carried at fair value, with unrealized holding gains and losses, net of the
related tax effect, reported as a separate component of accumulated other
comprehensive income. Securities held to maturity are those that management has
both the positive intent and ability to hold to maturity, and are reported at
amortized cost. The Bank does not own trading or held to maturity securities.

Total securities were $156.7 million, $138.3 million, and $135.7 million as of
December 31, 2004, 2003, and 2002, respectively. The higher level of investments
in securities resulted primarily from the increase in available funds derived
from increases in deposits, securities sold under repurchase agreements, and
borrowings.

<PAGE>

The Bank manages its investment portfolios within policies that seek to achieve
desired levels of liquidity, manage interest rate sensitivity risk, meet
earnings objectives, and provide required collateral support for deposit
activities. The Bank had no concentrations of securities from any single issues
that exceeded 10% of shareholders' equity. Table 5 exhibits the distribution, by
type, of the investment portfolio as of December 31, for the years indicated.

Table 5

                          SECURITIES AVAILABLE FOR SALE
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                         December 31, 2004      December 31, 2003     December 31, 2002
                                                         -----------------      -----------------     -----------------
<S>                                                      <C>                    <C>                   <C>
U.S. Treasury securities and obligations of U.S.         $           2,974      $          13,663     $          16,427
Government corporations and agencies
Obligations of states and political subdivisions                    80,160                 70,357                50,915
Mortgage-backed securities                                          70,232                 49,924                62,784
Corporate Notes                                                        100                    100                   999
                                                         -----------------      -----------------     -----------------

TOTAL AMORTIZED COST                                     $         153,466      $         134,044     $         131,125
                                                         =================      =================     =================

TOTAL FAIR VALUE                                         $         156,669      $         138,275     $         135,747
                                                         =================      =================     =================
</TABLE>

The following table presents the maturity by type of the investment portfolio
for the year ended December 31, 2004.

Table 6

                          INVESTMENT PORTFOLIO ANALYSIS
                                DECEMBER 31, 2004
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                            Mortgage-Backed
                 U.S. Govt Agencies      Municipals           Securities        Corporate Notes
--------------------------------------------------------------------------------------------------------------------------------
                             Avg                  Avg                  Avg                 Avg
Description &     Book       TE        Book       TE        Book       TE       Book       TE           Total           Total
   Term           Value     Yield     Value      Yield     Value      Yield     Value     Yield     Amortized Cost    Fair Value
--------------------------------------------------------------------------------------------------------------------------------
<S>              <C>        <C>      <C>         <C>      <C>         <C>       <C>       <C>       <C>               <C>
 0-12 months     $     -    $   -    $  3,165     7.48%   $ 10,742     3.39%    $   -         -     $       13,907    $   13,924

  1-5 Years            -        -      17,435     6.80%     59,490     3.83%        -         -             76,925        77,306

  5-10 Years       1,939     2.49%     38,893     6.89%          -        -       100      7.30%            40,932        42,894

Over 10 Years      1,035     3.03%     20,667     6.61%          -        -         -         -             21,702        22,545
                 -------    -----    --------    -----    --------    -----     -----     -----     --------------    ----------

    Total        $ 2,974     2.68%   $ 80,160     6.82%   $ 70,232     3.76%    $ 100      7.30%    $      153,466    $  156,669
                 =======    =====    ========    =====    ========    =====     =====     =====     ==============    ==========
</TABLE>

Loan Portfolio

The Bank is actively engaged in originating loans to customers in Manitowoc,
Calumet, Sheboygan and Brown counties. The Bank has policies and procedures
designed to mitigate credit risk and to maintain the quality of the loan
portfolio. These policies include underwriting standards for new credits as well
as the continuous monitoring and reporting of asset quality and the adequacy of
the allowance for loan losses. These polices, coupled with continuous training
efforts, have provided effective checks and balances for the risk associated
with the lending process. Lending authority is based on the level of risk, size
of the loan and the experience of the lending officer.

<PAGE>

Bank underwriting procedures are based on a process which evaluates the
management, repayment ability, collateral support, credit history, and overall
financial strength of prospective and current customers from a relationship
oriented perspective. Residential mortgage loans are predominantly underwritten
to general FNMA guidelines.

The Bank extends the following types of credit: commercial loans, agricultural
loans, real estate loans and consumer loans.

Commercial loans are often secured with first liens on accounts receivable,
inventory and/or equipment. Commercial loans generally have loan to value ratios
of 80% or less. Agricultural loans are collateralized with first liens on crops,
farm products, farm personal property and/or real estate. Agricultural loans
generally have loan to value ratios of 70% or less, except for agricultural real
estate loans which have loan to value ratios of 80% or less. Real estate loans
include commercial real estate loans and residential real estate loans. Real
estate loans are collateralized with first mortgages. Commercial real estate
loans generally have loan to value ratios of 80% or less while residential real
estate loans have loan to value ratios of 90% or less. Consumer loans include
loans to individuals for personal, family or household purposes. Consumer loans
may be secured with first lien positions or be unsecured depending upon the
credit quality. The Bank will make subordinate loans in any category if the
borrower's financial position justifies it. The Bank is not involved in credit
risk insurance.

Bank management assesses the loan portfolio mix at least annually as part of its
planning and budget process. While there are no predetermined fixed targets for
various loan types established in the loan policy, general guidelines are
established annually for new loan activity based on loan portfolio mix and
credit needs in the Bank's main markets.

The risks associated with the Bank's loan categories are as follows:

Commercial and Agricultural. Credit risk is considered moderate. Past due loans
are below industry averages. The portfolio is fairly diversified with no
significant concentrations within one industry. Agricultural loans represent
approximately 1.10% of total loans.

Real Estate. Credit risk is considered low, with delinquency ratios and
non-performing loans at low levels.

Consumer. Credit risk is considered moderate, with delinquency ratios and
non-performing loans at low levels.

Unallocated. (Table 3) The risk associated with the unallocated allowance for
loan losses is based on historical charge-off rates for various loan categories
and is applied to loans outstanding at the end of each quarter.

No loan customer exceeds the legal lending limit among the loan categories. The
Bank's legal and internal lending limit as of December 31, 2004 was $8.6
million.

Extensions of credit used predominantly for business or agricultural purposes
are classified as commercial and agricultural loans. Commercial loans include
lines of credit for seasonal requirements of businesses, short-term loans
payable within 12 months for one time specific purposes and term loans with
maturities greater than 12 months for capital assets and fixed assets which are
amortized and repaid from cash flow. Agricultural loans include short-term farm
operating loans, intermediate-term farm personal property loans and long-term
agricultural real estate loans. Agricultural real estate loans generally are
written for one to two year terms with amortizations exceeding five years.
Commercial term loans for capital assets and fixed assets and commercial real
estate loans that have maturities of more than five years are generally arranged
through government assisted financing programs such as SBA.

The increase in commercial loans and commercial real estate loans resulted
mainly from the general credit needs within the Bank's primary markets. The Bank
also made it a priority to sell residential mortgage loans to the FNMA secondary
market.
<PAGE>

Table 7 "Summary of Loan Portfolio" presents the composition of the Bank's loan
portfolio by significant concentration.

Table 7

                            SUMMARY OF LOAN PORTFOLIO
                                 (IN THOUSANDS)
                      LOANS OUTSTANDING AS OF DECEMBER 31,

<TABLE>
<CAPTION>
                        2004                2003                  2002                 2001                 2000
                 -------------------- -------------------- -------------------- -------------------- --------------------
                           Percent of           Percent of           Percent of           Percent of           Percent of
                  Amount  Total Loans  Amount  Total Loans  Amount  Total Loans  Amount  Total Loans  Amount  Total Loans
                 -------- ----------- -------- ----------- -------- ----------- -------- ----------- -------- -----------
<S>              <C>      <C>         <C>      <C>         <C>      <C>         <C>      <C>         <C>      <C>
Commercial and
    Agricultural $116,145    30.05%   $110,884    29.36%   $101,531    29.51%   $ 86,565    26.44%   $ 94,886    29.06%

Commercial
    Real Estate   110,972    28.71%    109,469    30.02%    104,042    30.24%     85,036    25.97%     76,478    23.42%

Residential
    Real Estate   139,612    36.12%    129,212    34.82%    126,122    36.65%    131,362    40.12%    131,592    40.29%

Consumer           16,980     4.39%     18,301     4.93%      9,470     2.75%     23,213     7.08%     22,270     6.82%

Other               2,806     0.73%      3,259     0.87%      2,938     0.85%      1,264     0.39%      1,345     0.41%
                 --------   ------    --------   ------    --------    -----    --------   ------    --------  -------

Total            $386,515   100.00%   $371,125   100.00%   $344,103    100.0%   $327,440   100.00%   $326,571   100.00%
                 ========   ======    ========   ======    ========    =====    ========   ======    ========   ======
</TABLE>

Table 8

                          MATURITIES OF LOAN PORTFOLIO
                                DECEMBER 31, 2004
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                   Commercial     Commercial    Residential
Maturing         & Agricultural   Real Estate   Real Estate      Consumer        Other           Total
--------         --------------   -----------   -----------      --------       --------       --------
<S>              <C>              <C>           <C>              <C>            <C>            <C>
0-12 months         $ 95,139       $ 84,341       $ 88,005       $  4,911       $  1,919       $274,315
1-5 years             19,101         22,879         48,514         11,942            847        103,283
Over 5 years           1,905          3,752          3,093            127             40          8,917
                    --------       --------       --------       --------       --------       --------
Total               $116,145       $110,972       $139,612       $ 16,980       $  2,806       $386,515
                    ========       ========       ========       ========       ========       ========
</TABLE>

<TABLE>
<CAPTION>
Maturing           Fixed Rate  Adjustable Rate      Total
--------           ----------  ---------------    --------
<S>                <C>         <C>                <C>
0-12 months         $110,010       $164,305       $274,315
1-5 years            101,422          1,861        103,283
Over 5 years           8,917              0          8,917
                    --------       --------       --------
Total               $220,349       $166,166       $386,515
                    --------       ========       ========
</TABLE>

The Bank's policy is to make the majority of its loan commitments in the market
area it serves. This tends to reduce risk because management is familiar with
the credit histories of loan applicants and has an in-depth knowledge of the
risk to which a given credit is subject. The Bank had no foreign loans in its
portfolio as of December 31, 2004.

<PAGE>

It is the policy of the Bank to place a loan on nonaccrual status whenever there
is substantial doubt about the ability of a borrower to pay principal or
interest on any outstanding credit. Management considers such factors as payment
history, the nature and value of collateral securing the loan and the overall
economic situation of the borrower when making a nonaccrual decision. Nonaccrual
loans are closely monitored by management. A nonaccrual loan is restored to
current status when the prospects of future contractual payments are no longer
in doubt. Nonaccrual loans at December 31, 2004 and 2003 were $2.6 million and
$3.3 million, respectively. The fluctuation in the level of nonaccrual loans
over the past five years is attributed mainly to isolated credit deterioration
in a few larger account relationships. These included consumer loans, commercial
loans, agricultural loans and residential real estate loans. However, no trend
in economic, industrial, geographical or other factors could be identified to
account for the fluctuations in the level of nonaccrual loans. Accruing loans 90
days or more past due include loans that are both well secured and in the
process of collection.

Table 9

                         RISK ELEMENTS OF LOAN PORTFOLIO
                                 (IN THOUSANDS)
                                  DECEMBER 31,

<TABLE>
<CAPTION>
                                                2004         2003          2002         2001         2000
                                               ------       ------        ------       ------       ------
<S>                                            <C>          <C>           <C>          <C>          <C>
Nonaccrual loans                               $2,603       $3,272        $1,801       $2,312       $1,765
Accruing loans past due 90 days or more           452            6             2          529          419
                                               ------       ------        ------       ------       ------
Total nonperforming loans                      $3,055       $3,278        $1,803       $2,841       $2,184

Nonperforming loans as a percent of loans        0.79%        0.88%         0.52%        0.87%        0.67%

Ratio of the allowance for loan losses
to nonperforming loans                            125%         122%          187%          96%         175%
</TABLE>

Total nonperforming loans at December 31, 2004 were $3.1 million, a decrease of
$0.2 million from $3.3 million at December 31, 2003.

Management maintains a listing of potential problem loans. The decision of
management to place loans in this category does not necessarily indicate that
the Bank expects losses to occur, but that management recognizes that a higher
degree of risk is associated with these performing loans. The loans that have
been reported as potential problem loans are not concentrated in a particular
industry, but rather cover a diverse range of businesses. Management does not
presently expect significant losses from credits in the potential problem loan
category.

Deposits

The following table represents maturities of time deposits in denominations of
$100,000 or more for the years ended December 31, 2004 and 2003.
<PAGE>

Table 10

                   MATURITY OF TIME DEPOSITS $100,000 OR MORE
                                 (IN THOUSANDS)
                               FOR THE YEARS ENDED
                                  DECEMBER 31,

<TABLE>
<CAPTION>
                                2004             2003
                               -------          -------
<S>                            <C>              <C>
3 months or less               $ 9,352          $10,033
3 - 6 months                    11,628           11,558
6 - 12 months                   15,407           15,644
Over 12 months                  15,421           11,297
                               -------          -------

TOTAL                          $51,808          $48,532
                               =======          =======
</TABLE>

Borrowings

FHLB advances increased from $30.0 million at December 31, 2003 to $40.0 million
at December 31, 2004, an increase of $10.0 million or 33.0%. FHLB advances are
subject to a prepayment penalty if they are repaid prior to maturity. FHLB
advances are callable either six months or one year after origination and
quarterly thereafter. Promissory notes to former shareholders of the Insurance
Center at 9% maturing July 1, 2008 totaled $280,000 at December 31, 2004.

Contractual Obligations

The following table represents the maturities of Long-Term Obligations and
Operating Lease Obligations as of December 31, 2004.

                     PAYMENTS DUE BY PERIOD AS OF 12/31/2004

<TABLE>
<CAPTION>
                                                       Less than          1-3             3-5          More than
                                         Total          1 year           years           years          5 years
<S>                                    <C>             <C>             <C>             <C>             <C>
Long-Term Debt Obligations
  FHLB Borrowings                      $  40,000       $  25,000       $       -       $       -       $  15,000
  Other Obligations                    $   2,280       $   2,000       $       -       $     280       $       -
                                       ---------       ---------       ---------       ---------       ---------
Total Long-Term Obligations            $  42,280       $  27,000       $       -       $     280       $  15,000

Operating Lease Obligations
  Branch office lease                  $     231       $       -       $     231       $       -       $       -
                                       ---------       ---------       ---------       ---------       ---------
Total Operating Lease Obligations      $     231       $       -       $     231       $       -       $       -
                                       ---------       ---------       ---------       ---------       ---------
Total Contractual Obligations          $  42,511       $  27,000       $     231       $     280       $  15,000
                                       =========       =========       =========       =========       =========
</TABLE>

Other Obligations include primarily Treasury Tax and Loan borrowings.

Off-Balance Sheet Arrangements

The Corporation has become a party to financial instruments with off-balance
sheet risk in the normal course of its business in order to meet the financing
needs of its customers and to reduce its own exposure to fluctuations in
interest rates. These financial instruments include commitments to extend credit
and standby letters of credit.

Off-balance sheet financial instruments involve, to varying degrees, elements of
credit and interest rate risk in excess of the amounts recognized in the
Statement of Financial Condition. In the event of non-performance by the other
party to a financial instrument, the Corporation's exposure to credit loss is
represented by the contractual amount of the instrument. The Corporation uses
the same credit policies in granting commitments and letters of credit as it
does for on-balance sheet financial instruments. See Note 17 of the consolidated
financial statements for specifics on the Corporation's off-balance sheet
arrangements.

Liquidity Management

<PAGE>

Liquidity management describes the ability of the Bank to access funding sources
at a minimum cost to meet fluctuating deposit, withdrawal, and loan demand needs
and to fund current and planned expenditures. The Bank maintains its asset
liquidity position internally through short-term investments, the maturity
distribution of the investment portfolio, loan repayments and income from
interest earning assets. A substantial portion of the investment portfolio
contains readily marketable securities that could be converted to cash
immediately. Refer to Note 2 in the Consolidated Financial Statements for a
table showing the maturity distribution of the Bank's securities portfolio and
the related estimated fair value. On the liability side of the balance sheet,
liquidity is affected by the timing of maturing liabilities and the ability to
generate new deposits or borrowings as needed. Other sources are available
through borrowings from the Federal Reserve Bank, the Federal Home Loan Bank and
from lines of credit approved at correspondent banks. Management knows of no
trend or event that will have a material impact on the Bank's ability to
maintain liquidity at satisfactory levels.

Capital Resources and Adequacy

Total shareholders' equity increased $5.7 million or 9.5% in 2004 to $65.9
million at the end of the year from $60.2 million at December 31, 2003. Net
income of $7.9 million less other comprehensive loss of $0.6 million and $1.6
million in dividends paid contributed to this increase.

One measure of capital adequacy is the leverage ratio which is calculated by
dividing average total assets for the most recent quarter into Tier 1 capital.
The regulatory minimum for this ratio is 4.0%. The Bank's leverage ratio for the
years ended December 31, 2004, 2003, and 2002 was 8.9%, 8.4%, and 7.5%,
respectively. The Corporation's leverage ratio for the years ended December 31,
2004, 2003 and 2002 was 8.9%, 8.6% and 7.7%, respectively. Banks and bank
holding companies are also required to maintain a ratio of Tier 1 capital to
risk-weighted assets of at least 4.0%. The Bank's Tier 1 capital (to
risk-weighted assets) ratio for the years ended December 31, 2004, 2003, and
2002 was 12.8%, 12.0%, and 11.1% respectively. The Corporation's Tier 1 capital
(to risk-weighted assets) ratio for the years ended December 31, 2004, 2003 and
2002 was 12.8%, 12.3% and 11.4%, respectively.

Another measure of capital adequacy is the risk-based capital ratio or the ratio
of total capital to risk-adjusted assets. Total capital is composed of both core
capital (Tier 1) and supplemental capital (Tier 2) including adjustments for off
balance sheet items such as letters of credit and taking into account the
different degrees of risk among various assets. Regulators require a minimum
total risk-based capital ratio of 8.0%. The Bank's ratio at December 31, 2004,
and for each of the two preceding years was 13.7%, 13.1%, and 12.0%,
respectively. The Corporation's total capital ratio (to risk-weighted assets)
was 13.7%, 13.3% and 12.3% for the years ended December 31, 2004, 2003 and 2002,
respectively. According to FDIC capital guidelines, the Bank is considered to be
"well capitalized" as of December 31, 2004.

Management knows of no other trend or event which will have a material impact on
capital. Please also refer to Note 14 in the Consolidated Financial Statements
for additional discussion of regulatory matters.

<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Corporation's primary exposure to market risk relates to changes in interest
rates, exchange rates, commodity prices, and other relevant market rate or price
risk through our banking operations. The Bank monitors interest rate factors on
a monthly basis to assess interest rate risk of the portfolio of assets and
liabilities. Maturity terms of assets are matched to the maturity terms of
liabilities to the extent possible. The maturity structure of the municipal
securities, however, is long term to optimize tax advantages and yield returns
within an acceptable level of market risk. In addition, based on prior
experience, the average life of the mortgage backed securities has been shorter
than the scheduled maturities. There are no interest rate caps or floors on
variable rate instruments that could affect the cash flows on those instruments.
Variable rate loans, investments and deposits reprice immediately because they
are related to changes in the prime rate of interest. Fixed rate commercial
loans reprice at least annually. Fixed rate real estate loans are scheduled for
1 to 2 year terms with balloon payments. Loans do not have prepayment penalty
clauses. The following table also assumes all loans and deposits will be renewed
under the same terms. Interest rates on those renewals are based on anticipated
rates at the date of renewal. There is a 20% prepayment assumption for the
entire loan portfolio based on historical trends.

Interest Rate Risk

In order to measure earnings sensitivity to changing rates, the Corporation uses
three different measurement tools: static gap analysis, simulation of earnings,
and economic value of equity. The static gap analysis starts with contractual
repricing information for assets, liabilities, and off-balance sheet
instruments. These items are then combined with repricing estimations for
administered rate (interest-bearing demand deposits, savings, and money market
accounts) and non-rate related products (demand deposit accounts, other assets,
and other liabilities) to create a baseline repricing balance sheet. In addition
to the contractual information, residential mortgage whole loan products and
mortgage-backed securities are adjusted based on industry estimates of
prepayment speeds that capture the expected prepayment of principal above the
contractual amount based on how far away the contractual coupon is from market
coupon rates.

<PAGE>

The following table represents the Corporation's consolidated static gap
position as of December 31, 2003.

Table 11: Interest Rate Sensitivity Analysis

<TABLE>
<CAPTION>
                                                                December 31, 2004
                                                 ------------------------------------------------
                                                         Interest Rate Sensitivity Period
                                                   0-12        1-5          Over 5
                                                  Months      Years         Years          Total
                                                 --------   ---------      -------       --------
<S>                                              <C>        <C>            <C>           <C>
Interest Earnings Assets:
   Investment securities, at fair value            13,924      77,306       65,439        156,669
   Loans                                          274,315     103,283        8,917        386,515
   Other earning assets                            20,901           -            -         20,901
                                                 --------   ---------      -------       --------

Total Earning Assets                              309,140     180,589       74,356        564,085
                                                 ========   =========      =======       ========

Interest Bearing Liabilities:
   Deposits(Interest and Non-Interest Bearing)*   162,544     282,974          268        445,786
   Other borrowings                                27,000         280       15,000         42,280
   Securities sold under repurchase agreements     61,620           -            -         61,620
                                                 --------   ---------      -------       --------

Total Interest Bearing Liabilities                251,164     283,254       15,268        549,686
                                                 ========   =========      =======       ========

Interest Sensitivity Gap                           57,976    (102,665)      59,088         14,399
Cumulative Interest Sensitivity Gap                57,976     (44,689)      14,399

12 month cumulative gap as a percentage
of earning assets at December 31, 2004              18.75%
                                                 ========
</TABLE>

*Based on historical evidence 90% of non-interest bearing deposits have a 1-5
year life while 10% have a 0-12 month life.

(1)   The interest rate sensitivity assumptions for demand deposits, savings
      accounts, money market accounts, and interest-bearing demand deposit
      accounts are based on current and historical experiences regarding
      portfolio retention and interest rate repricing behavior. Based on these
      experiences, a portion of these balances are considered to be long-term
      and fairly stable and are therefore included in the "1 - 5 year" category.

The static gap analysis in Table 11 provides a representation of the
Corporation's earnings sensitivity to changes in interest rates. It is a static
indicator that does not reflect various repricing characteristics and may not
necessarily indicate the sensitivity of net interest income in a changing
interest rate environment.

At the end of 2004, the Corporation's assets were repricing faster than
liabilities. In the 1 - 5 year category, liabilities are repricing faster than
assets. The Corporation cannot predict interest rates with certainty. Rates will
change based on market conditions. However, the Corporation believes there is a
higher likelihood that rates will increase rather than decrease so the
Corporation prefers to be more asset sensitive than liability sensitive. In the
event rates would decrease, the Corporation could reduce its income expense by
raising liabilities at a slower pace.

Interest rate risk of embedded positions (including prepayment and early
withdrawal options, lagged interest rate changes, administered interest rate
products, and cap and floor options within products) require a more dynamic
measuring tool to capture earnings risk. Earnings simulation and economic value
of equity are used to more completely assess interest rate risk.

Along with the static gap analysis, determining the sensitivity of short-term
future earnings to a hypothetical plus or minus 100, 200, and 300 basis point
parallel rate shock can be accomplished through the use of simulation modeling.
In addition to the assumptions used to create the static gap, simulation of
earnings includes the modeling of the balance sheet as an ongoing entity. Future
business assumptions involving administered rate products, prepayments for
future rate-sensitive balances, and the reinvestment of maturing assets and
liabilities are included. These items are then modeled to project net interest
income based on a hypothetical change in interest rates. The resulting net
interest income for the next 12-month period is compared to the net interest
income amount calculated using the flat rates. This difference represents the
Corporation's earnings sensitivity to a plus or minus 100 basis point parallel
rate shock.

The resulting simulations for December 31, 2004, projected that net interest
income would decrease by approximately 0.2% of budgeted net interest income if
rates rose by a 100 basis point shock, and projected that the net interest
income would decrease by approximately 2.5% if rates fell by a 100 basis point
shock.

<PAGE>

Economic value of equity is another tool used to measure the impact of interest
rates on the present value of assets, liabilities and off-balance sheet
financial instruments. This measurement is a longer-term analysis of interest
rate risk as it evaluates every cash flow produced by the current balance sheet.
The projected changes for earnings simulation and economic value of equity for
2004 were within the Corporation's interest rate risk policy. The results of the
2004 modeling mirrored the other interest rate risk tests discussed above, as
the Corporation maintained a relatively neutral position at December 31, 2004.

These results are based solely on immediate and sustained parallel changes in
market rates and do not reflect the earnings sensitivity that may arise from
other factors. These factors may include changes in the shape of the yield
curve, the change in spread between key market rates, or accounting recognition
of the impairment of certain intangibles. The above results are also considered
to be conservative estimates due to the fact that no management actions to
mitigate potential income variances are included within the simulation process.
This action could include, but would not be limited to, delaying an increase in
deposit rates, extending liabilities, changing the pricing characteristics of
loans, or changing the growth rate of certain assets and liabilities.

                                     Item 8
                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<PAGE>

[WIPFLI LLP LOGO]

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
First Manitowoc Bancorp, Inc.
Manitowoc, Wisconsin

We have audited the accompanying consolidated balance sheets of First Manitowoc
Bancorp, Inc. and Subsidiaries as of December 31, 2004 and 2003, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 2004. These financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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 Manitowoc
Bancorp, Inc. and Subsidiaries at December 31, 2004 and 2003, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 2004, in conformity with accounting principles
generally accepted in the United States.

We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of First Manitowoc
Bancorp, Inc. and Subsidiaries' internal control over financial reporting as of
December 31, 2004, based on the criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO), and our report dated January 21, 2005,
expressed an unqualified opinion on management's assessment of internal control
over financial reporting and an unqualified opinion on the effectiveness of
internal control over financial reporting.

/s/ Wipfli LLP
Wipfli LLP

January 21, 2005
Green Bay, Wisconsin

<PAGE>

[WIPFLI LLP LOGO]

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
First Manitowoc Bancorp, Inc.
Manitowoc, Wisconsin

We have audited management's assessment, included in the accompanying Report of
Management, that First Manitowoc Bancorp, Inc. and Subsidiaries maintained
effective internal control over financial reporting as of December 31, 2004,
based on criteria established in Internal Control - Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Management has informed us that the scope of its assessment includes
financial reporting presented in conformity with both generally accepted
accounting principles and Federal Financial Institutions Examination Council
Instructions for Consolidated Reports of Condition and Income (call report
instructions). First Manitowoc Bancorp, Inc. and Subsidiaries' management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on management's
assessment and an opinion on the effectiveness of the Corporation's internal
control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

<PAGE>

In our opinion, management's assessment that First Manitowoc Bancorp, Inc. and
Subsidiaries maintained effective internal control over financial reporting
presented in conformity with generally accepted accounting principles and call
report instructions as of December 31, 2004, is fairly stated, in all material
respects, based on criteria established in Internal Control - Integrated
Framework, issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Also in our opinion, First Manitowoc Bancorp, Inc. and
Subsidiaries maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2004, based on criteria established
in Internal Control - Integrated Framework, issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).

We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
First Manitowoc Bancorp, Inc. and Subsidiaries as of December 31, 2004 and 2003,
and the related consolidated statements of income, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
2004, and our report dated January 21, 2005, expressed an unqualified opinion.

/s/ Wipfli LLP
Wipfli LLP

January 21, 2005
Green Bay, Wisconsin


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                      December 31
                                                                -----------------------
                                                                   2004          2003
                                                                ---------     ---------
                                                                     (In Thousands)
<S>                                                             <C>           <C>
                           Assets
Cash and due from banks                                         $  13,179     $  16,355
Interest-bearing deposits                                           5,345         7,979
Federal funds sold                                                 21,349        11,433
                                                                ---------     ---------

   Cash and cash equivalents                                       39,873        35,767

Securities available for sale, at fair value                      156,669       138,275
Other investments (at cost)                                         5,340         5,052
Loans, net                                                        382,691       367,126
Premises and equipment, net                                         8,778         8,608
Goodwill                                                            8,973         8,968
Intangible assets                                                   1,936         2,117
Cash surrender value of life insurance                             11,673        11,244
Other assets                                                        6,242         4,796
                                                                ---------     ---------

TOTAL ASSETS                                                    $ 622,175     $ 581,953
                                                                =========     =========

                    Liabilities and Stockholders' Equity
Deposits                                                        $ 445,786     $ 428,284
Securities sold under repurchase agreements                        61,620        55,359
Borrowed funds                                                     42,280        31,910
Other liabilities                                                   6,616         6,177
                                                                ---------     ---------

     Total liabilities                                            556,302       521,730
                                                                ---------     ---------

Stockholders' equity:
   Common stock - $1 par value:
     Authorized - 10,000,000 shares
     Issued - 7,583,628 shares                                      7,584         7,584
   Retained earnings                                               56,866        50,560
   Accumulated other comprehensive income                           2,123         2,779
   Treasury stock, at cost - 646,360 shares in 2004 and 2003         (700)         (700)
                                                                ---------     ---------

     Total stockholders' equity                                    65,873        60,223
                                                                ---------     ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $ 622,175     $ 581,953
                                                                =========     =========
</TABLE>

                  See accompanying notes to consolidated financial statements.

<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Income

<TABLE>
<CAPTION>
                                                                      Years Ended December 31
                                                                      -----------------------
                                                              2004              2003            2002
                                                             -------          -------          -------
                                                             (In Thousands, Except per Share Amounts)
<S>                                                          <C>              <C>              <C>
Interest income:
   Loans, including fees                                     $21,760          $21,608          $23,847
   Federal funds sold                                            221              304              336
   Securities:
     Taxable                                                   2,704            2,123            3,596
     Tax-exempt                                                3,357            3,154            3,032
                                                             -------          -------          -------

     Total interest income                                    28,042           27,189           30,811
                                                             -------          -------          -------

Interest expense:
   Deposits                                                    6,431            7,076            8,885
   Securities sold under repurchase agreements                 1,202            1,250            1,310
   Borrowed funds                                              1,163            1,357            1,783
                                                             -------          -------          -------

     Total interest expense                                    8,796            9,683           11,978
                                                             -------          -------          -------

Net interest income                                           19,246           17,506           18,833
Provision for loan losses                                        450            1,250            1,950
                                                             -------          -------          -------

Net interest income after provision for loan losses           18,796           16,256           16,883
                                                             -------          -------          -------

Other income:
   Trust service fees                                            568              533              548
   Service charges                                             1,494            1,819            1,564
   Insurance Center commissions                                2,175            1,781            1,772
   Loan servicing income                                         489              784              839
   Income on equity investment                                   402              369              378
   Gain on sales of mortgage loans                               232            1,851              868
   Gain on sales of securities                                    43                -                -
   Other                                                       1,091              750              616
                                                             -------          -------          -------

     Total other income                                        6,494            7,887            6,585
                                                             -------          -------          -------

Other expenses:
   Salaries, commissions, and employee benefits                8,956            8,478            8,242
   Occupancy                                                   1,659            1,752            1,932
   Data processing                                             1,091            1,059            1,176
   Postage, stationery, and supplies                             491              589              508
   Advertising                                                   314              355              425
   Outside service fees                                          815              478              497
   Loss on sales of other real estate                             58                -                -
   Amortization of intangibles                                   224              274              303
   Other                                                       1,374            1,448            1,459
                                                             -------          -------          -------

     Total other expenses                                     14,982           14,433           14,542
                                                             -------          -------          -------

Income before provision for income taxes                      10,308            9,710            8,926
Provision for income taxes                                     2,406            2,081            1,837
                                                             -------          -------          -------

Net income                                                   $ 7,902          $ 7,629          $ 7,089
                                                             =======          =======          =======

Earnings per share - Basic and diluted                       $  1.14          $  1.10          $  1.02
                                                             =======          =======          =======
</TABLE>

                  See accompanying notes to consolidated financial statements.

<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>
                                        Years Ended December 31, 2004, 2003, and 2002
                                     ---------------------------------------------------
                                                        Accumulated
                                                           Other
                                      Common  Retained  Comprehensive  Treasury
                                      Stock   Earnings     Income        Stock    Total
                                     -------  --------  -------------  --------  -------
                                                       (In Thousands)
<S>                                  <C>      <C>       <C>            <C>       <C>
Balance, January 1, 2002             $ 7,584  $ 38,563     $1,042      ($ 700)   $46,489

   Comprehensive income:
     Net income                                  7,089                             7,089
     Other comprehensive income                             1,971                  1,971
                                                                                 -------
   Total comprehensive income                                                      9,060

   Cash dividends ($0.18 per share)             (1,265)                           (1,265)
                                              --------                           -------

Balance, December 31, 2002             7,584    44,387      3,013        (700)    54,284
   Comprehensive income:
     Net income                                  7,629                             7,629
     Other comprehensive loss                                (234)                  (234)
                                                                                 -------
   Total comprehensive income                                                      7,395

   Cash dividends ($0.21 per share)             (1,456)                           (1,456)
                                              --------                           -------

Balance, December 31, 2003             7,584    50,560      2,779        (700)    60,223
   Comprehensive income:
     Net income                                  7,902                             7,902
     Other comprehensive loss                                (656)                  (656)
                                                                                 -------
   Total comprehensive income                                                      7,246

   Cash dividends ($0.23 per share)             (1,596)                           (1,596)
                                     -------  --------     ------      ------    -------

Balance, December 31, 2004           $ 7,584  $ 56,866     $2,123      ($ 700)   $65,873
                                     =======  ========     ======      ======    =======
</TABLE>

                  See accompanying notes to consolidated financial statements.

<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                  Years Ended December 31
                                                                            ------------------------------------
                                                                              2004         2003          2002
                                                                            --------     ---------     ---------
                                                                                      (In Thousands)
<S>                                                                         <C>          <C>           <C>
Cash flows from operating activities:
   Net income                                                               $  7,902     $   7,629     $   7,089
                                                                            --------     ---------     ---------

   Adjustments to reconcile net income to net cash provided by operating
     activities:
     Provision for loan losses                                                   450         1,250         1,950
     Depreciation and amortization of premises and equipment                     723           736           946
     Amortization of intangibles                                                 224           274           303
     Net amortization of securities                                              802         1,017           421
     Stock dividends on FHLB stock                                              (288)         (194)         (122)
     Proceeds from sales of mortgage loans                                    49,519       135,251       115,951
     Originations of mortgage loans held for sale                            (49,287)     (133,400)     (114,872)
     Gain on sales of mortgage loans                                            (232)       (1,851)         (868)
     Gain on sale of fixed assets                                                  -            (1)           (2)
     Realized gain on sale of securities available for sale                      (43)            -             -
     Undistributed income of joint venture                                      (402)         (369)         (378)
     Net earnings on life insurance                                             (429)         (434)         (259)
     (Increase) decrease in other assets                                      (1,386)          305         1,217
     Increase (decrease) in other liabilities                                    439          (228)          (31)
                                                                            --------     ---------     ---------

         Total adjustments                                                        90         2,356         4,256
                                                                            --------     ---------     ---------

Net cash provided by operating activities                                      7,992         9,985        11,345
                                                                            --------     ---------     ---------

Cash flows from investing activities:
   Activity in securities available for sale:
     Sales                                                                    24,334             -             -
     Maturities, prepayments, and calls                                       45,051        61,169        32,417
     Purchases                                                               (89,566)      (65,105)      (39,012)
   Purchase of other investments                                                   -        (2,000)         (103)
   Net increase in loans                                                     (15,264)      (27,657)      (17,765)
   Acquisition of insurance agency                                               (85)            -             -
   Purchases of premises and equipment                                          (893)         (701)         (305)
   Proceeds from sale of assets                                                    -            11           139
   Purchase of life insurance                                                      -        (5,000)            -
                                                                            --------     ---------     ---------

Net cash used in investing activities                                        (36,423)      (39,283)      (24,629)
                                                                            --------     ---------     ---------
</TABLE>


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>
                                                                       Years Ended December 31
                                                                  ----------------------------------
                                                                    2004         2003         2002
                                                                  --------     --------     --------
                                                                            (In Thousands)
<S>                                                               <C>          <C>          <C>
Cash flows from financing activities:
   Net increase in deposits                                       $ 17,502     $ 12,185     $ 22,007
   Net increase in securities sold under repurchase agreements       6,261        4,475       17,776
   Proceeds from advances of borrowed funds                         27,000            -       21,747
   Repayment of borrowed funds                                     (16,630)      (6,228)     (30,788)
   Dividends paid                                                   (1,596)      (1,456)      (1,265)
                                                                  --------     --------     --------

Net cash provided by financing activities                           32,537        8,976       29,477
                                                                  --------     --------     --------

Net increase (decrease) in cash and cash equivalents                 4,106      (20,322)      16,193
Cash and cash equivalents at beginning                              35,767       56,089       39,896
                                                                  --------     --------     --------

Cash and cash equivalents at end                                  $ 39,873     $ 35,767     $ 56,089
                                                                  ========     ========     ========

Supplemental disclosures of cash flow information:

Cash paid during the year for:
   Interest                                                       $  8,701     $ 10,165     $ 11,321
   Income taxes                                                      2,191        1,799        1,634

Supplemental schedule of noncash activities:

Loans transferred to foreclosed properties                        $    751     $      -     $      -
Investments reclassified as loans                                        -            -          201
</TABLE>

                  See accompanying notes to consolidated financial statements.

<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1      Summary of Significant Accounting Policies

            The accounting and reporting policies of First Manitowoc Bancorp,
            Inc. and Subsidiaries (the "Corporation") conform to generally
            accepted accounting principles and general practices within the
            financial institution industry. Significant accounting and reporting
            policies are summarized below.

            Principles of Consolidation - The accompanying consolidated
            financial statements include the accounts of First Manitowoc
            Bancorp, Inc., its wholly owned subsidiary, First National Bank in
            Manitowoc (the "Bank"), and the Bank's wholly owned subsidiaries,
            FNBM Investment Corp. and Insurance Center of Manitowoc, Inc. (the
            "Insurance Center"). All significant intercompany balances and
            transactions have been eliminated. Investment in United Financial
            Services, Inc., the Bank's 49.8% owned subsidiary, is accounted for
            on the equity method.

            Business - The Corporation provides a full range of financial
            services to individual and corporate customers in Northeastern
            Wisconsin through the Bank. The Corporation is subject to
            competition from other traditional and nontraditional financial
            institutions and is also subject to the regulations of certain
            federal agencies and undergoes periodic examinations by those
            regulatory authorities.

            Use of Estimates in Preparation of Financial Statements - The
            preparation of the accompanying consolidated financial statements of
            the Corporation in conformity with generally accepted accounting
            principles requires management to make estimates and assumptions
            that directly affect the reported amounts of assets and liabilities
            at the date of the financial statements and the reported amounts of
            revenue and expenses during the reporting period. Actual results may
            differ from those estimates.

            Cash and Cash Equivalents - For purposes of reporting cash flows,
            cash and cash equivalents include cash on hand, due from banks,
            interest-bearing deposits, and federal funds sold. Generally,
            federal funds are purchased and sold for one-day periods.

            The Bank is required to maintain non-interest-bearing deposits on
            hand or with the Federal Reserve Bank. At December 31, 2004, those
            required reserves of $1,929,000 were satisfied by currency and coin
            holdings.

            In the normal course of business, the Corporation maintains cash and
            due from bank balances with correspondent banks. Accounts at each
            institution are insured by the Federal Deposit Insurance Corporation
            up to $100,000. Total uninsured balances at December 31, 2004, were
            approximately $9,807,000.

            Investment Securities - The Corporation's securities are classified
            and accounted for as securities available for sale.
            Available-for-sale securities are stated at fair value with the
            unrealized gains and losses, net of tax, reported as accumulated
            other comprehensive income (loss) within stockholders' equity until
            realized. Interest and dividends are included in interest income
            from securities as earned. Premiums are recognized in interest
            income using the interest method over the period to the call date.
            Discounts are recognized in interest income using the interest
            method over the period to maturity. Realized gains and losses and
            declines in value judged to be other than temporary are included in
            net gains and losses from sales of investment and mortgage-related
            securities. Declines in fair value of securities that are deemed to
            be other than temporary, if applicable, are reflected in earnings as
            realized losses. In estimating other-than-temporary impairment
            losses, management considers the length of time and the extent to
            which fair value has been less than cost, the financial condition
            and near-term prospects of the issuer, and the intent and ability of
            the Company to retain its investment in the issuer for a period of
            time sufficient to allow for any anticipated recovery in fair value.
            The cost of securities sold is based on the specific-identification
            method.



<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1      Summary of Significant Accounting Policies (Continued)

            Fair values of many securities are estimates based on financial
            methods or prices paid for similar securities. It is possible
            interest rates could change considerably resulting in a material
            change in the estimated fair value.

            Other Investments - Other investments are carried at cost and
            consist of Federal Home Loan Bank stock, Federal Reserve stock,
            Bankers Bancorporation stock, and preferred stock in a community
            development project. Other investments are evaluated for impairment
            on an annual basis.

            Loans Held for Sale - Loans held for sale consist of the current
            origination of certain fixed-rate mortgage loans which are recorded
            at the lower of aggregate cost or fair value. A gain or loss is
            recognized at the time of the sale reflecting the present value of
            the difference between the contractual interest rate of the loans
            sold and the yield to the investor, adjusted for the initial value
            of mortgage servicing rights.

            Loans and Related Interest Income - Loans that management has the
            intent and ability to hold for the foreseeable future or until
            maturity or payoff generally are reported at their outstanding
            unpaid principal balances adjusted for charge-offs and the allowance
            for loan losses. Interest on loans is calculated by using the simple
            interest method on daily balances of the principal amount
            outstanding and is recognized in the period earned. Loan-origination
            fees are credited to income when received and the related
            loan-origination costs are expensed as incurred. Capitalization of
            the fees net of the related costs would not have a material effect
            on the consolidated financial statements.

            Interest on loans is accrued and credited to income as earned.
            Accrual of interest is generally discontinued either when reasonable
            doubt exists as to the full, timely collection of interest or
            principal or generally when a loan becomes contractually past due by
            90 days or more with respect to interest or principal. At that time,
            any accrued but uncollected interest is reversed and additional
            income is recorded only to the extent that payments are received and
            the collection of principal is reasonably assured. Loans are
            restored to accrual status when the obligation is brought current,
            has performed in accordance with the contractual terms for a
            reasonable period of time, and the ultimate collectibility of the
            total contractual principal and interest is reasonably assured.

            Allowance for Loan Losses - The allowance for loan losses is
            provided for based on past experience and prevailing market
            conditions. Management's evaluation of loss considers various
            factors including, but not limited to, general economic conditions,
            loan portfolio composition, and prior loss experience. This
            evaluation is inherently subjective since it requires material
            estimates that may be susceptible to significant change. Loans are
            charged against the allowance for loan losses when management
            believes the collectibility of the principal is unlikely. In
            addition, various regulatory agencies periodically review the
            allowance for loan losses. These agencies may require additions to
            the allowance for loan losses based on their judgments of
            collectibility.

            The Corporation considers loans secured by one- to four-unit
            residential properties and all consumer loans to be large groups of
            smaller-balance homogenous loans. These loans are collectively
            evaluated in the analysis of the adequacy of the allowance for loan
            losses.



<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1      Summary of Significant Accounting Policies (Continued)

            The Corporation's commercial portfolio is subject to a loan-by-loan
            analysis of the adequacy of the allowance for loan losses and
            impairment. These loans are considered impaired when, based on
            current information, it is probable the Corporation will not collect
            all amounts due in accordance with the contractual terms of the loan
            agreement. The value of impaired loans is based on discounted cash
            flows of expected future payments using the loan's internal
            effective interest rate or the fair value of the collateral if the
            loan is collateral dependent. Interest income on impaired loans is
            recorded when cash is received and only if principal is considered
            to be fully collectible.

            In management's judgment, the allowance for loan losses is adequate
            to cover probable losses relating to specifically identified loans,
            as well as probable losses inherent in the balance of the loan
            portfolio.

            Mortgage Servicing Rights - The Corporation recognizes mortgage
            servicing rights on loans that are originated and subsequently sold
            or securitized and servicing is retained. A portion of the cost of
            the loans is allocated to the servicing rights based on the relative
            fair values of the loans and the servicing rights. The Corporation
            amortizes these mortgage servicing rights over the period of
            estimated net servicing revenue. Impairment of mortgage servicing
            rights is assessed based on the fair value of those rights. Fair
            values are estimated using discounted cash flows based on a current
            market interest rate.

            Premises and Equipment - Premises and equipment are stated at cost.
            Maintenance and repair costs are charged to expense as incurred.
            Gains or losses on disposition of premises and equipment are
            reflected in income. Depreciation is computed on the straight-line
            method and is based on the estimated useful lives of the assets.

            Foreclosed Properties - Foreclosed properties acquired by the
            Corporation through foreclosure or deed in lieu of foreclosure on
            loans for which the borrowers have defaulted as to the payment of
            principal and interest are initially recorded at the lower of the
            fair value of the asset, less the estimated costs to sell the asset,
            or the carrying value of the related loan balance. Costs relating to
            the development and improvement of the property are capitalized.
            Income and expenses incurred in connection with holding and
            operating the property are charged to expense. Valuations are
            periodically performed by management and third parties and a charge
            to expense is taken for the excess of the carrying value of a
            property over its fair value less costs to sell.

            Intangible Assets and Goodwill - Intangible assets consist of the
            value of core deposits purchased as part of the bank acquisitions,
            servicing assets, and trade name and customer base intangibles
            acquired in the acquisition of the Insurance Center. Intangible
            assets are stated at cost less accumulated amortization and are
            amortized over a period of one to ten years. Intangible assets that
            have finite useful lives are amortized using a straight-line method
            over their useful lives, and are tested at least annually for
            impairment. Intangible assets are considered impaired if the fair
            value of the intangible asset is lower than cost. The Corporation
            reviews intangible assets for impairment whenever events or changes
            in circumstances indicate the carrying amount of an asset may not be
            recoverable. Adjustments are recorded if it is determined that the
            fair value of the intangible asset has decreased in comparison to
            the carrying amount.

            Goodwill is tested for impairment on an annual basis. The
            Corporation tested goodwill for impairment during the fourth quarter
            and determined that there was no impairment during 2004, 2003, and
            2002. No amortization or impairment expense was recognized in 2004,
            2003, or 2002.


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 1      Summary of Significant Accounting Policies (Continued)

            Income Taxes - The Corporation files one consolidated federal income
            tax return. Federal income tax expense (credit) is allocated to each
            subsidiary based on an intercompany tax sharing agreement. The
            subsidiaries file separate state tax returns as applicable.

            Deferred income taxes have been provided under the liability method.
            Deferred tax assets and liabilities are determined based on the
            difference between the financial statement and tax bases of assets
            and liabilities as measured by the current enacted tax rates which
            will be in effect when these differences are expected to reverse.
            Deferred tax expense (benefit) is the result of changes in the
            deferred tax asset and liability.

            Off-Balance-Sheet Financial Instruments - In the ordinary course of
            business, the Corporation has entered into off-balance-sheet
            financial instruments consisting of commitments to extend credit,
            commitments under commercial letters of credit, and standby letters
            of credit. Such financial instruments are recorded in the
            consolidated financial statements when they become payable.

            Rate Lock Commitments - The Corporation enters into commitments to
            originate loans whereby the interest rate on the loan is determined
            prior to funding (rate lock commitments). Rate lock commitments on
            mortgage loans that are intended to be sold are considered to be
            derivatives. Accordingly, such commitments, along with any related
            fees received from potential borrowers, are recorded at fair value
            as derivative assets or liabilities, with changes in fair value
            recorded in the net gain or loss on sale of mortgage loans. Fair
            value is based on fees currently charged to enter into similar
            agreements, and for fixed-rate commitments also considers the
            difference between current levels of interest rates and the
            committed rates. The notional amount of rate lock commitments at
            December 31, 2004, was $2,243,000. The fair value of these
            derivatives was immaterial to the financial statements.

            Advertising Costs - Advertising costs are expensed as incurred.

            Comprehensive Income - Comprehensive income consists of net income
            and other comprehensive income (loss). Other comprehensive income
            (loss) includes unrealized gains and losses on securities available
            for sale, net of tax, which are recognized as a separate component
            of equity, accumulated other comprehensive income (loss).

            Per Share Computations - All per share financial information and
            equity accounts have been adjusted to reflect the 2-for-1 stock
            split declared in October 2002. Weighted average shares outstanding
            were 6,937,268 for the years ended December 31, 2004, 2003, and
            2002.

            Reclassifications - Certain reclassifications have been made to the
            2003 and 2002 consolidated financial statements to conform to the
            2004 classifications.


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 2      Securities Available for Sale

            The amortized cost and estimated fair value of securities available
            for sale are as follows:

<TABLE>
<CAPTION>
                                                                 Gross        Gross
                                                   Amortized   Unrealized   Unrealized    Estimated
                                                     Cost        Gains        Losses      Fair Value
                                                   ---------   ----------   ----------    ----------
                                                                    (In Thousands)
<S>                                                <C>         <C>          <C>           <C>
December 31, 2004

U.S. Treasury securities and obligations of
   U.S. government corporations and agencies        $  2,974   $        -   ($      38)   $    2,936
Obligations of states and political subdivisions      80,160        3,695          (52)       83,803
Mortgage-backed securities                            70,232          107         (510)       69,829
Corporate notes                                          100            1            -           101
                                                    --------   ----------   ----------    ----------

Total                                               $153,466   $    3,803   ($     600)   $  156,669
                                                    ========   ==========   ==========    ==========
December 31, 2003

U.S. Treasury securities and obligations of
   U.S. government corporations and agencies        $ 13,663   $       14   ($      84)   $   13,593
Obligations of states and political subdivisions      70,357        4,423          (37)       74,743
Mortgage-backed securities                            49,924          233         (321)       49,836
Corporate notes                                          100            3            -           103
                                                    --------   ----------   ----------    ----------

Total                                               $134,044   $    4,673   ($     442)   $  138,275
                                                    ========   ==========   ==========    ==========
</TABLE>


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 2      Securities Available for Sale (Continued)

            The amortized cost and estimated fair value of securities at
            December 31, 2004, by contractual maturity, are shown below.
            Expected maturities will differ from contractual maturities because
            borrowers may have the right to call or prepay obligations with or
            without call or prepayment penalties.

<TABLE>
<CAPTION>
                                         Amortized   Estimated
                                            Cost     Fair Value
                                         ---------   ----------
                                             (In Thousands)
<S>                                      <C>         <C>
Due in one year or less                   $  3,165   $   3,210
Due after one year through five years       17,435      18,190
Due after five years through ten years      40,932      42,894
Due after ten years                         21,702      22,546
                                          --------   ---------

                                            83,234      86,840
Mortgage-backed securities                  70,232      69,829
                                          --------   ---------

Total                                     $153,466   $ 156,669
                                          ========   =========
</TABLE>

            The following is a summary of the proceeds from sales of securities
            available for sale, as well as gross gains and losses from the years
            ended December 31:

<TABLE>
<CAPTION>
                                                          Years Ended December 31
                                                          -----------------------
                                                            2004    2003   2002
                                                          -------   ----   -----
                                                              (In Thousands)
<S>                                                       <C>       <C>    <C>
Proceeds from sales, maturities, and calls of securities  $24,334   $  -   $   -
Gross gains on sales                                           94      -       -
Gross losses on sales                                          51      -       -
</TABLE>

            The estimated fair value of investment securities available for sale
            pledged to secure public deposits, securities sold under repurchase
            agreements, FHLB advances, and for other purposes required by law
            were $82,427,000 and $70,825,000 as of December 31, 2004 and 2003,
            respectively.


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 2      Securities Available for Sale (Continued)

            The following table shows the securities' gross unrealized losses
            and fair value, aggregated by investment category and length of time
            that individual securities have been in a continuous unrealized loss
            position, at December 31:

<TABLE>
<CAPTION>
                                   Less Than 12 months     12 Months or More          Total
                                 ----------------------    -----------------  ----------------------
         Description               Fair      Unrealized    Fair   Unrealized    Fair      Unrealized
        of Securities              Value       Losses      Value    Losses      Value       Losses
----------------------------     --------    ----------    -----  ----------  --------    ----------
                                                            (In Thousands)
<S>                              <C>         <C>           <C>    <C>         <C>         <C>
2004

U.S. Treasury securities and
   direct obligations of
   U.S. government agencies      $  2,936     $     38     $  -      $     -  $  2,936     $     38
Obligations of states and
   political subdivisions           6,661           52        -            -     6,661           52
Mortgage-backed securities         46,524          510        -            -    46,524          510
                                 --------     --------     ----      -------  --------     --------
Total temporarily impaired
   securities                    $ 56,121     $    600     $  -      $     -  $ 56,121     $    600
                                 ========     ========     ====      =======  ========     ========

2003

U.S. Treasury securities and
   direct obligations of
   U.S. government agencies      $ 10,119     $     84     $  -      $     -  $ 10,119     $     84
Obligations of states and
   political subdivisions           3,796           37        -            -     3,796           37
Mortgage-backed securities         25,395          321        -            -    25,395          321
                                 --------     --------     ----      -------  --------     --------
Total temporarily impaired
   securities                    $ 39,310     $    442     $  -      $     -  $ 39,310     $    442
                                 ========     ========     ====      =======  ========     ========
</TABLE>

            At December 31, 2004, 75 debt securities have unrealized losses with
            aggregate depreciation of 1.0% from the Corporation's amortized cost
            basis. These unrealized losses related principally to the increase
            in interest rates and are not due to changes in the financial
            condition of the issuer. In analyzing an issuer's financial
            condition, management considers whether the securities are issued by
            a government body or agency, whether a rating agency has downgraded
            the securities, and industry analysts' reports. Since management has
            the ability to hold debt securities until maturity (or the
            foreseeable future for securities available for sale), no declines
            are deemed to be other than temporary.


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 3      Loans

            The composition of loans at December 31 follows:

<TABLE>
<CAPTION>
                                      2004               2003
                                  -----------        -----------
                                         (In Thousands)
<S>                               <C>                <C>
Commercial and agricultural       $   116,145        $   110,884
Commercial real estate                110,972            109,469
Residential real estate               139,612            129,212
Consumer                               16,980             18,301
Other                                   2,806              3,259
                                  -----------        -----------

Subtotals                             386,515            371,125
Allowance for loan losses              (3,824)            (3,999)
                                  -----------        -----------

Loans, net                        $   382,691        $   367,126
                                  ===========        ===========
</TABLE>

            An analysis of the allowance for loan losses for the years ended
            December 31 follows:

<TABLE>
<CAPTION>
                                  2004             2003             2002
                                ---------        ---------        ---------
                                              (In Thousands)
<S>                             <C>              <C>              <C>
Balance at beginning            $   3,999        $   3,384        $   2,737
Provision for loan losses             450            1,250            1,950
Loans charged off                    (795)            (749)          (1,578)
Recoveries on loans                   170              114              275
                                ---------        ---------        ---------

Balance at end                  $   3,824        $   3,999        $   3,384
                                =========        =========        =========
</TABLE>

            Information regarding impaired and nonperforming loans as of
            December 31 follows:

<TABLE>
<CAPTION>
                                                                           2004          2003
                                                                         --------      --------
                                                                             (In Thousands)
<S>                                                                      <C>           <C>
As of December 31:
Impaired loans for which an allowance has been provided                  $  1,275      $  2,398
Impaired loans for which no allowance has been provided                       573           169
                                                                         --------      --------

Total impaired loans                                                     $  1,848      $  2,567
                                                                         ========      ========

Impairment reserve (included in allowance for loan losses)               $    542      $    673
Total nonaccrual loans                                                      2,603         3,272
Total loans past due 90 days or more and still accruing                       452             6

For the years ended December 31:
Average investment in impaired loans                                     $  2,039      $  2,725
Interest income that would have been recognized on an accrual basis           287           419
Cash-basis interest income recognized                                          51           197
</TABLE>


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 3      Loans (Continued)

            The Bank, in the ordinary course of banking business, grants loans
            to the Corporation's executive officers and directors, including
            their immediate families and affiliated companies in which they are
            principal owners. Substantially all loans to officers, directors,
            and stockholders owning 5% or more of the Corporation were made on
            the same terms, including interest rates and collateral, as those
            prevailing at the time for comparable transactions with others and
            did not involve more than the normal risk of collectibility or
            present other unfavorable features.

            Activity in such loans during 2004 is summarized below (in
            thousands):

<TABLE>
<S>                                          <C>
Loans outstanding, December 31, 2003         $   12,640
New loans                                        37,997
Repayments                                      (32,067)
                                             ----------

Loans outstanding, December 31, 2004         $   18,570
                                             ==========
</TABLE>

Note 4      Loan Servicing

            Mortgage loans of $181,318,000 and $178,722,000 as of December 31,
            2004 and 2003, respectively, were serviced for others. These loans
            are not included in the accompanying consolidated balance sheets.
            Mortgage servicing rights are capitalized when the serviced loans
            are sold. This asset is amortized over the estimated period that
            servicing income is recognized. The following is an analysis of
            changes in mortgage servicing rights:

<TABLE>
<CAPTION>
                             2004            2003            2002
                          ---------       ---------       ---------
                                        (In Thousands)
<S>                       <C>             <C>             <C>
Balance, January 1        $   1,789       $   1,520       $   1,094
Capitalized amounts             467           1,334           1,144
Amortization                   (500)         (1,065)           (718)
                          ---------       ---------       ---------

Balance, December 31      $   1,756       $   1,789       $   1,520
                          =========       =========       =========
</TABLE>

            The carrying value of the mortgage servicing rights is included with
            intangible assets and approximates fair market value at December 31,
            2004 and 2003. The fair value of mortgage servicing rights was
            determined using the present value of future cash flows method. No
            impairment of mortgage servicing rights existed at December 31, 2004
            or 2003; therefore, no valuation allowance was recorded.


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 5      Premises and Equipment

            Premises and equipment at December 31 consist of the following:

<TABLE>
<CAPTION>
                                                        2004           2003
                                                      ---------      ---------
                                                           (In Thousands)
<S>                                                   <C>            <C>
Land                                                  $   1,413      $   1,413
Buildings and improvements                                8,354          7,903
Furniture and equipment                                   5,548          5,106
                                                      ---------      ---------

Totals                                                   15,315         14,422
Less - Accumulated depreciation and amortization          6,537          5,814
                                                      ---------      ---------

Net depreciated value                                 $   8,778      $   8,608
                                                      =========      =========
</TABLE>

            Depreciation and amortization expense was $723,000, $736,000, and
            $946,000 for the years ended December 31, 2004, 2003, and 2002,
            respectively.

Note 6      Investment in United Financial Services, Inc.

            The Bank owns 49.8% of United Financial Services, Inc. ("venture")
            whose business is developing and providing data processing services
            to the Bank and other financial institutions. The venture has total
            assets of $5,482,000 and liabilities of $426,000. The Bank's
            investment in the venture was $2,491,000 and $2,088,000 at December
            31, 2004 and 2003, respectively. The investment is accounted for on
            the equity method and included in other assets. The Bank's earnings
            from its investment in the venture were approximately $402,000,
            $369,000, and $378,000 for the years ended December 31, 2004, 2003,
            and 2002, respectively. Data processing service fees paid by the
            Bank to the venture were approximately $781,000, $787,000, and
            $843,000 for the years ended December 31, 2004, 2003, and 2002,
            respectively.

            The Bank has a contract with the venture that extends through
            December 2005. At that time, the contract is automatically renewed
            for a period of one year. The Bank has the option to terminate the
            contract at any time, but would have incurred a termination penalty
            of approximately $469,000 at December 31, 2004. The termination
            penalty is calculated using the greater of 50% of the total
            estimated remaining unpaid monthly processing fees or six times the
            average monthly fee over the prior three months. A termination
            penalty is not incurred if the Bank provides 180 days' notice and
            continues processing up to the end of that period.


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 7      Intangible Assets

            Intangible assets consist of the following at December 31:

<TABLE>
<CAPTION>
                                     Range of
                                      Lives
                                     (Years)         2004          2003
                                     --------      --------      --------
                                                       (In Thousands)
<S>                                  <C>           <C>           <C>
Core deposit premium                     10.0      $  1,509      $  1,509
Trade name                                5.0           377           376
Customer base                            15.0           214           135
Servicing asset                           7.0            68            72
                                     --------      --------      --------

Subtotals                                             2,168         2,092
Less - Accumulated amortization                       1,988         1,764
                                     --------      --------      --------

Subtotals                                               180           328
Mortgage servicing rights - Net           5.0         1,756         1,789
                                     --------      --------      --------

Totals                                             $  1,936      $  2,117
                                                   ========      ========
</TABLE>

            Amortization expense for intangible assets, excluding servicing
            rights, was $224,000 in 2004, $274,000 in 2003, and $303,000 in
            2002.

            The following table shows the estimated future amortization expense
            for amortizing intangible assets. The projections of amortization
            expense are based on existing asset balances as of December 31,
            2004.

<TABLE>
<CAPTION>
                Trade    Customer   Servicing
                Name       Base       Asset
                -----    --------   ---------
                      (In Thousands)
<S>             <C>      <C>        <C>
2005            $  89      $   5      $   5
2006                1          5          3
2007                -          5          1
2008                -          5          2
2009                -          5          -
Thereafter          -         54          -
                -----      -----      -----

Total           $  90      $  79      $  11
                =====      =====      =====
</TABLE>


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 8      Goodwill

            Changes in goodwill for the years ended December 31, 2004 and 2003,
            were as follows:

<TABLE>
<CAPTION>
                                          2004           2003
                                        --------       --------
                                            (In Thousands)
<S>                                     <C>            <C>
Balance at beginning                    $  8,968       $  8,968
Goodwill acquired during the year              5              -
                                        --------       --------

Totals                                  $  8,973       $  8,968
                                        ========       ========
</TABLE>

            During 2004, the Corporation acquired the customer base of an
            insurance agency in Green Bay, Wisconsin. The purchase price
            included goodwill amounting to $5,000, a noncompete agreement
            amounting to $1,000, and an amount related to customer-based assets
            of $79,000. Additional contingent payments may be made to the
            seller, who was retained as an agent, based upon the retention of
            the customer base over a five-year period.

            The Corporation tested for impairment and determined that there was
            no impairment of goodwill during 2004. No amortization or impairment
            expense was recognized during 2004 or 2003.

Note 9      Deposits

            The distribution of deposits at December 31 is as follows:

<TABLE>
<CAPTION>
                                              2004             2003
                                           ----------       ----------
                                                 (In Thousands)
<S>                                        <C>              <C>
Non-interest-bearing demand deposits       $   76,336       $   71,195
Interest-bearing demand deposits               59,389           53,411
Savings deposits                              116,765          116,786
Time deposits                                 193,296          186,892
                                           ----------       ----------

Total deposits                             $  445,786       $  428,284
                                           ==========       ==========
</TABLE>

            Time deposits of $100,000 or more were approximately $51,808,000 and
            $48,532,000 at December 31, 2004 and 2003, respectively. Interest
            expense on time deposits of $100,000 or more was approximately
            $1,340,000, $1,505,000, and $1,978,000 for the years ended December
            31, 2004, 2003, and 2002, respectively.


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 9      Deposits (Continued)

            At December 31, 2004, the scheduled maturities of time deposits are
            as follows (in thousands):

<TABLE>
<S>                 <C>
2005                $  137,295
2006                    30,738
2007                    14,320
2008                     6,331
2009                     4,344
Thereafter                 268
                    ----------

Total               $  193,296
                    ==========
</TABLE>

            Deposit balances with the Corporation's executive officers,
            directors, and affiliated companies in which they are principal
            owners were $1,077,000 and $1,120,000 at December 31, 2004 and 2003,
            respectively.

Note 10     Securities Sold Under Repurchase Agreements

            Securities sold under repurchase agreements have contractual
            maturities up to one year from the transaction date with variable
            and fixed-rate terms. The agreements to repurchase securities
            require that the Corporation (seller) repurchase identical
            securities as those that are sold. The securities underlying the
            agreements were under the Corporation's control.

            Information concerning securities sold under repurchase agreements
            consists of the following:

<TABLE>
<CAPTION>
                                                               2004              2003              2002
                                                             ---------         ---------         ---------
                                                                         (Dollars in Thousands)
<S>                                                          <C>               <C>               <C>
Outstanding balance at the end of the year                   $  61,620         $  55,359         $  50,884
Weighted average interest rate at the end of the year             2.52%             2.00%             2.58%
Average balance during the year                              $  55,992         $  50,212         $  46,895
Average interest rate during the year                             2.15%             2.49%             2.79%
Maximum month-end balance during the year                    $  61,620         $  55,359         $  53,143
</TABLE>

            Securities sold under repurchase agreements with the Corporation's
            executive officers, directors, and affiliated companies in which
            they are principal owners were $3,715,000 and $3,493,000 at December
            31, 2004 and 2003, respectively.


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 11 Borrowed Funds

        Borrowed funds are summarized as follows at December 31:

<TABLE>
<CAPTION>
                                                                            2004       2003
                                                                          --------   --------
                                                                            (In Thousands)
<S>                                                                       <C>        <C>
FHLB advance, 1.46%, due March 2005                                       $  5,000   $      -
FHLB advance, 1.24%, due March 2005                                          5,000     10,000
FHLB advance, 1.65%, due July 2005                                          15,000      5,000
FHLB advance, 4.55%, due January 2011                                        5,000      5,000
FHLB advance, 4.33%, due November 2011                                      10,000     10,000
Promissory notes to former stockholders of the Insurance Center, at 9%,
   maturing July 1, 2008                                                       280        345
                                                                          --------   --------

Subtotals                                                                   40,280     30,345
Treasury, tax, and loan account                                              2,000      1,565
                                                                          --------   --------

Total borrowed funds                                                      $ 42,280   $ 31,910
                                                                          ========   ========
</TABLE>

        The Corporation is a treasury, tax & loan (TT&L) depository for the
        Federal Reserve Bank and, as such, it accepts TT&L deposits. The
        Corporation is allowed to borrow these funds until they are called. The
        average rate paid on the TT&L account was 1.12% in 2004, 1.08% in 2003,
        and 1.46% in 2002. U.S. Agency Securities with a face value greater than
        or equal to the amount borrowed are pledged as a condition of borrowing
        TT&L deposits.

        FHLB advances are subject to a prepayment penalty if they are repaid
        prior to maturity. The FHLB advances are callable either six months or
        one year after origination and quarterly thereafter. The Corporation is
        required to maintain as collateral unencumbered first mortgage loans in
        its portfolio aggregating at least 167% of the amount of outstanding
        advances from the FHLB. Total loans pledged as collateral were
        approximately $104,776,000 and $105,892,000 at December 31, 2004 and
        2003, respectively. The FHLB advances are also collateralized by
        $4,920,100 and $4,631,700 of FHLB stock owned by the Corporation and
        included in other investments at December 31, 2004 and 2003,
        respectively. This stock is recorded at cost, which approximates fair
        value. Transfer of the stock is substantially restricted.

        Scheduled maturities of borrowed funds outstanding other than TT&L at
        December 31, 2004, are as follows (in thousands):

<TABLE>
<S>               <C>
2005              $ 25,070
2006                    76
2007                    84
2008                    50
2009                     -
Thereafter          15,000
                  --------
Total             $ 40,280
                  ========
</TABLE>


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 12 Income Taxes

        The provision for income taxes consists of the following for the years
        ended December 31:

<TABLE>
<CAPTION>
                                     2004       2003        2002
                                   --------   --------    --------
                                           (In Thousands)
<S>                                <C>        <C>         <C>
Current tax expense:
   Federal                         $  1,900   $  2,054    $  1,671
   State                                284         16          19
                                   --------   --------    --------

     Total current                    2,184      2,070       1,690
                                   --------   --------    --------

Deferred tax expense (credit):
   Federal                               80        (85)        107
   State                                142         96          40
                                   --------   --------    --------

     Total deferred                     222         11         147
                                   --------   --------    --------

Total provision for income taxes   $  2,406   $  2,081    $  1,837
                                   ========   ========    ========
</TABLE>

        A summary of the source of differences between income taxes at the
        federal statutory rate and the provision for income taxes for the years
        ended December 31 follows:

<TABLE>
<CAPTION>
                                                       2004        2003        2002
                                                     --------    --------    --------
                                                              (In Thousands)
<S>                                                  <C>         <C>         <C>
Tax expense at federal statutory rate                $  3,504    $  3,301    $  3,035
Increase (decrease) in taxes resulting from:
   Tax-exempt interest                                 (1,179)     (1,110)     (1,071)
   State income taxes - Net of federal tax benefit        281          74          39
   Cash surrender value of life insurance                (146)       (151)        (88)
   Income of joint venture                               (137)       (125)       (128)
   Nondeductible intangible amortization                   42          42          42
   Other                                                   41          50           8
                                                     --------    --------    --------

Total provision for income taxes                     $  2,406    $  2,081    $  1,837
                                                     ========    ========    ========
</TABLE>



<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 12 Income Taxes (Continued)

        Deferred income taxes are provided for the temporary differences between
        the financial reporting basis and the tax basis of the Corporation's
        assets and liabilities. The major components of the net deferred tax
        liability at December 31 are as follows:

<TABLE>
<CAPTION>
                                                        2004        2003
                                                      --------    --------
                                                         (In Thousands)
<S>                                                   <C>         <C>
Deferred tax assets:
   Deferred compensation                               $   981     $   896
   Allowance for loan losses                             1,499       1,476
   Intangibles                                              85         120
   Accrued vacation                                        140         133
   State net operating loss carryforward                     -         136
   Other                                                     4          28
                                                      --------    --------

     Total deferred tax assets                           2,709       2,789
                                                      --------    --------

Deferred tax liabilities:
   Investment acquisition and discount accretion           (90)        (86)
   Mortgage servicing rights                              (689)       (701)
   Depreciation                                           (549)       (514)
   Unrealized gain on securities available for sale     (1,080)     (1,452)
   FHLB stock dividends                                   (365)       (250)
                                                      --------    --------

     Total deferred tax liabilities                     (2,773)     (3,003)
                                                      --------    --------

Net deferred tax liability                            ($    64)   ($   214)
                                                      ========    ========
</TABLE>

Note 13 Benefit Plans

        Effective January 1, 2002, the Corporation merged its defined
        contribution money purchase plan into its defined contribution profit
        sharing 401(k) plan, and effective January 1, 2003, the plan was amended
        to include provisions for an employee stock ownership plan (ESOP). All
        participants of the 401(k) plan are eligible for the ESOP. Shares are
        purchased on the open market as they become available. As of December
        31, 2004, the plan held 637,927 shares. These shares are included in the
        calculation of the Corporation's earnings per share. The plan is
        available to all employees over 18 years of age after completion of six
        months of service. Employees participating in the plan may elect to
        defer a minimum of 2% of compensation up to the limits specified by law.
        The Corporation may make discretionary contributions up to the limits
        established by IRS regulations. The discretionary match was 35% of
        participant tax deferred contributions up to 10% in 2004, 2003, and
        2002. The Corporation made additional discretionary contributions to the
        plan of $341,000, $333,000, and $323,000 in 2004, 2003, and 2002,
        respectively. All discretionary contributions are at the direction of
        the Board of Directors. Total expense associated with the plans was
        approximately $533,000, $508,000, and $487,000 in 2004, 2003, and 2002,
        respectively.


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 13 Benefit Plans (Continued)

        The Corporation has a deferred compensation agreement with one of its
        officers. Under the terms of the agreement, benefits to be received in
        the future continue to vest each year until the officer reaches
        retirement age. The benefits are generally payable beginning with the
        date of termination of employment with the Corporation. The agreement
        initially required an annual payment of $80,600 over 15 years. The
        annual payment increases 5% for each year the officer remains employed
        with the Corporation from 2004 through 2008. Related expense for this
        agreement was approximately $32,000, $107,000, and $107,000 for the
        years ended December 31, 2004, 2003, and 2002, respectively. Included in
        other liabilities is the vested present value of future payments of
        approximately $675,000 and $643,000 at December 31, 2004 and 2003,
        respectively.

        The Corporation has a nonqualified deferred directors' fee plan which
        permits directors to defer a portion of their compensation. The benefits
        are generally payable beginning with the earlier of attaining age 70 or
        resignation from the Board of the Corporation. Included in other
        liabilities is the estimated present value of future payments of
        approximately $1,826,000 and $1,641,000 at December 31, 2004 and 2003,
        respectively. Expense associated with this plan was approximately
        $197,000, $210,000, and $200,000 in 2004, 2003, and 2002, respectively.

Note 14 Stockholders' Equity

        The Corporation and the Bank are subject to various regulatory capital
        requirements administered by the federal banking agencies. Failure to
        meet minimum capital requirements can initiate certain mandatory--and
        possibly additional discretionary--actions by regulators that, if
        undertaken, could have a direct material effect on the Corporation's
        consolidated financial statements. Under capital adequacy guidelines and
        the regulatory framework for prompt corrective action, the Corporation
        and the Bank must meet specific capital guidelines that involve
        quantitative measures of their assets, liabilities, and certain
        off-balance-sheet items as calculated under regulatory accounting
        practices. The Corporation's and the Bank's capital amounts and
        classification are also subject to qualitative judgments by the
        regulators about components, risk weightings, and other factors.

        Quantitative measures established by regulation to ensure capital
        adequacy require the Corporation and the Bank to maintain minimum
        amounts and ratios (set forth in the table below) of total and Tier I
        capital to risk-weighted assets and of Tier I capital to average assets.
        Management believes, as of December 31, 2004, that the Corporation and
        the Bank meet all capital adequacy requirements to which they are
        subject.

        As of December 31, 2004, the most recent notification from the
        regulatory agencies categorized the Bank as well capitalized under the
        regulatory framework for prompt corrective action. To be categorized as
        well capitalized, the Bank must maintain minimum total risk-based, Tier
        I risk-based, and Tier I leverage ratios as set forth in the table.
        There are no conditions or events since that notification that
        management believes have changed the Bank's category.


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 14 Stockholders' Equity (Continued)

        The Corporation's and the Bank's actual and regulatory capital amounts
        and ratios are as follows:

<TABLE>
<CAPTION>
                                                                                                           To Be Well
                                                                                                        Capitalized Under
                                                                         For Capital                    Prompt Corrective
                                                 Actual               Adequacy Purposes                 Action Provisions
                                            ----------------    ------------------------------    ------------------------------
                                             Amount    Ratio         Amount           Ratio           Amount            Ratio
                                            --------   -----    --------------      ----------    --------------     -----------
                                                                          (Dollars in Thousands)
<S>                                         <C>        <C>      <C>                 <C>           <C>                <C>

December 31, 2004:

Total capital (to risk-weighted assets):
   Consolidated                             $ 58,335    13.9%   > or = $33,540      > or = 8.0%              N/A
   First National Bank in Manitowoc         $ 57,092    13.7%   > or = $33,460      > or = 8.0%   > or = $41,825     > or = 10.0%
Tier I capital (to risk-weighted assets):
   Consolidated                             $ 54,511    13.0%   > or = $16,770      > or = 4.0%              N/A
   First National Bank in Manitowoc         $ 53,268    12.8%   > or = $16,730      > or = 4.0%   > or = $25,095      > or = 6.0%
Tier I capital (to average assets):
   Consolidated                             $ 54,511     9.1%   > or = $24,050      > or = 4.0%              N/A
   First National Bank in Manitowoc         $ 53,268     8.9%   > or = $24,009      > or = 4.0%   > or = $30,012      > or = 5.0%

December 31, 2003:

Total capital (to risk-weighted assets):
   Consolidated                             $ 51,982    13.3%   > or = $31,224      > or = 8.0%              N/A
   First National Bank in Manitowoc         $ 50,886    13.1%   > or = $31,140      > or = 8.0%   > or = $38,924     > or = 10.0%
Tier I capital (to risk-weighted assets):
   Consolidated                             $ 47,983    12.3%   > or = $15,610      > or = 4.0%              N/A
   First National Bank in Manitowoc         $ 46,887    12.0%   > or = $15,570      > or = 4.0%   > or = $23,355      > or = 6.0%
Tier I capital (to average assets):
   Consolidated                             $ 47,983     8.6%   > or = $22,357      > or = 4.0%              N/A
   First National Bank in Manitowoc         $ 46,887     8.4%   > or = $22,314      > or = 4.0%   > or = $27,893      > or = 5.0%
</TABLE>

        The Bank, as a national bank, is subject to the dividend restrictions
        set forth by the Office of the Comptroller of the Currency. Under such
        restrictions, the Bank may not, without the prior approval of the Office
        of the Comptroller of the Currency, declare dividends in excess of the
        sum of the current year's earnings (as defined) plus the retained
        earnings (as defined) from the prior two years. The dividends the Bank
        could declare without the prior approval of the Office of the
        Comptroller of the Currency as of December 31, 2004, totaled
        approximately $19,909,000. The payment of dividends may be further
        limited by the need for the Corporation and the Bank to maintain capital
        ratios satisfactory to applicable regulatory agencies.


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 15 Accumulated Other Comprehensive Income

        Comprehensive income is shown in the consolidated statements of
        stockholders' equity. The Corporation's accumulated other comprehensive
        income is comprised of the unrealized gain or loss on securities
        available for sale. The following shows the activity in accumulated
        other comprehensive income:

<TABLE>
<CAPTION>
                                                                 2004        2003        2002
                                                               --------    --------    --------
                                                                       (In Thousands)
<S>                                                            <C>         <C>         <C>
Accumulated other comprehensive income at beginning            $  2,779    $  3,013    $  1,042
                                                               --------    --------    --------
Activity:
   Unrealized gain (loss) on securities available for sale       (1,071)       (391)      3,020
   Reclassification adjustments for gains realized in income         43           -           -
                                                               --------    --------    --------

Subtotals                                                        (1,028)       (391)      3,020
Tax impact                                                          372         157      (1,049)
                                                               --------    --------    --------

Other comprehensive income (loss)                                  (656)       (234)      1,971
                                                               --------    --------    --------

Accumulated other comprehensive income at end                  $  2,123    $  2,779    $  3,013
                                                               ========    ========    ========
</TABLE>

Note 16 Segment Information

        First Manitowoc Bancorp, Inc., through a branch network of its
        subsidiary, First National Bank in Manitowoc, provides a full range of
        consumer and commercial financial institution services to individuals
        and businesses in Northeastern Wisconsin. These services include credit
        cards; secured and unsecured consumer, commercial, and real estate
        loans; demand, time, and savings deposits; ATM processing; insurance
        services; and trust services. The Corporation also offers a full line of
        insurance services through the Insurance Center.

        While the Corporation's chief decision makers monitor the revenue
        streams of various Corporation products and services, operations are
        managed and financial performance is evaluated on a Corporation-wide
        basis. Accordingly, all of the Corporation's financial institution
        operations are considered by management to be aggregated in one
        reportable operating segment.

Note 17 Commitments and Contingencies

        The Corporation is party to financial instruments with off-balance-sheet
        risk in the normal course of business to meet the financing needs of its
        customers. These financial instruments consist of commitments to extend
        credit and standby letters of credit. These instruments involve, to
        varying degrees, elements of credit and interest rate risk in excess of
        the amount recognized in the consolidated balance sheets. The contract
        amounts reflect the extent of involvement the Corporation has in the
        particular class of financial instrument. The Corporation's maximum
        exposure to credit loss for commitments to extend credit is represented
        by the contract amount of those instruments.


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 17 Commitments and Contingencies (Continued)

        Off-balance-sheet financial instruments whose contract amounts represent
        credit and/or interest rate risk at December 31 are as follows:

<TABLE>
<CAPTION>
                                  Notional Amount
                                -------------------
                                  2004       2003
                                --------   --------
                                   (In Thousands)
<S>                             <C>        <C>
Commitments to extend credit:
   Fixed                        $ 68,322   $ 75,134
   Variable                       11,460          -
Credit card arrangements           6,295      2,510
Standby letters of credit          6,653      5,826
</TABLE>

        Commitments to extend credit and credit card arrangements are agreements
        to lend to a customer as long as there is no violation of any condition
        established in the contract. Commitments generally have fixed expiration
        dates or other termination clauses and may require payment of a fee. A
        portion of the commitments are expected to be drawn upon, thus
        representing future cash requirements. The Corporation evaluates each
        customer's creditworthiness on a case-by-case basis. The amount of
        collateral obtained upon extension of credit is based on management's
        credit evaluation of the counterparty. Collateral held varies but may
        include accounts receivable; inventory; property, plant, and equipment;
        real estate; and stocks and bonds.

        Standby letters of credit are conditional commitments issued by the
        Corporation to guarantee the performance of a customer to a third party.
        The credit risk involved in issuing letters of credit is essentially the
        same as that involved in extending loan facilities to customers. The
        Corporation holds collateral supporting those commitments for which
        collateral is deemed necessary. Because these instruments have fixed
        maturity dates and because many of them expire without being drawn upon,
        they do not generally present any significant liquidity risk to the
        Corporation.

        The Corporation has no investments in nor is a party to transactions
        involving derivative instruments, except mortgage-related securities
        which represent minimal risk to the Corporation.

        The Bank has a non-Wisconsin subsidiary that holds and manages
        investment assets which have not been subject to Wisconsin tax. Over the
        past year, the Wisconsin Department of Revenue (WDOR) has conducted an
        audit of the subsidiary. Subsequent to the balance sheet date, the
        Corporation has reached a tentative settlement with the WDOR. The terms
        of the settlement are confidential. The amount was appropriately
        reserved for as of the balance sheet date.

        Legal Contingencies - Various legal claims arise from time to time in
        the normal course of business. In the opinion of management, any
        liability resulting from such proceedings would not have a material
        impact on the consolidated financial statements.

        Concentrations of Credit Risk - The majority of the Corporation's loans,
        commitments, and standby letters of credit have been granted to
        customers in the Corporation's market area. The concentrations of credit
        by type are set forth in Note 3. Standby letters of credit were granted
        primarily to commercial borrowers. Management believes the diversity of
        the local economy will prevent significant losses in the event of an
        economic downturn.


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 18 Fair Value of Financial Instruments

        Fair value estimates, methods, and assumptions for the Corporation's
        financial instruments are summarized below.

        Cash and Cash Equivalents - The carrying values approximate the fair
        values for these assets.

        Securities Available for Sale - Fair values are based on quoted market
        prices where available. If a quoted market price is not available, fair
        value is estimated using quoted market prices for similar securities.

        Other Investments - The carrying amount reported in the consolidated
        balance sheets for other investments approximates the fair value of
        these assets.

        Loans and Loans Held for Sale - For certain homogeneous categories of
        loans, such as fixed-rate residential mortgages, fair value is estimated
        using the quoted market prices for similar loans sold in conjunction
        with securitization transactions, adjusted for differences in loan
        characteristics. The fair value of other types of loans is estimated by
        discounting the future cash flows using the current rates at which
        similar loans would be made to borrowers with similar credit ratings.

        Impaired loans and other nonperforming loans are measured at the
        estimated fair value of the expected future cash flows at the loan's
        effective interest rate or the fair value of the collateral for loans
        which are collateral dependent. Therefore, the carrying values of
        impaired loans approximate the estimated fair values for these assets.

        Mortgage Servicing Rights - Fair values were determined using the
        present value of future cash flows method. Carrying value approximates
        fair value.

        Cash Surrender Value of Life Insurance - The carrying amount
        approximates its fair value.

        Deposits - The fair value of deposits with no stated maturity, such as
        passbooks, negotiable order of withdrawal accounts, and variable rate
        insured money market accounts, is the amount payable on demand on the
        reporting date. The fair value of fixed-rate, fixed-maturity certificate
        accounts is estimated using discounted cash flows with discount rates at
        interest rates currently offered for deposits of similar remaining
        maturities.

        Securities Sold Under Repurchase Agreements - The fair value of
        securities sold under repurchase agreements with variable rates or due
        on demand is the amount payable at the reporting date. The fair value of
        securities sold under repurchase agreements with fixed terms is
        estimated using discounted cash flows with discount rates at interest
        rates currently offered for securities sold under repurchase agreements
        of similar remaining maturities.

        Borrowed Funds - Rates currently available to the Corporation for debt
        with similar terms and remaining maturities are used to estimate fair
        value of existing debt. The fair value of borrowed funds due on demand
        is the amount payable at the reporting date. The fair value of borrowed
        funds with fixed terms is estimated using discounted cash flows with
        discount rates at interest rates currently offered by lenders for
        similar remaining maturities.

        Accrued Interest - The carrying amount of accrued interest approximates
        its fair value.

        Off-Balance-Sheet Instruments - The fair value of commitments is
        estimated using the fees currently charged to enter into similar
        agreements, taking into account the remaining terms of the agreements,
        the current interest rates, and the present creditworthiness of the
        counterparties. Since this amount is immaterial, no amounts for fair
        value are presented.


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 18 Fair Value of Financial Instruments (Continued)

        The carrying amount and estimated fair value of financial instruments at
        December 31 were as follows:

<TABLE>
<CAPTION>
                                                            2004                         2003
                                                 --------------------------   --------------------------
                                                  Carrying      Estimated      Carrying      Estimated
                                                   Amount      Fair Value       Amount      Fair Value
                                                 ----------   -------------   ----------   -------------
                                                                        (In Thousands)
<S>                                              <C>          <C>             <C>          <C>
Financial assets:
   Cash and cash equivalents                     $   39,873   $      39,873   $   35,767   $      35,767
   Securities available for sale                    156,669         156,669      138,275         138,275
   Other investments                                  5,340           5,340        5,052           5,052
   Loans - Net                                      382,691         382,156      367,126         371,167
   Mortgage servicing rights                          1,756           1,756        1,789           1,789
   Cash surrender value of life insurance            11,673          11,673       11,244          11,244
   Accrued interest receivable                        2,642           2,642        2,375           2,375
                                                 ----------   -------------   ----------   -------------

Total financial assets                           $  600,644   $     600,109   $  561,628   $     565,669
                                                 ==========   =============   ==========   =============
Financial liabilities:
   Deposits                                      $  445,786   $     446,858   $  428,284   $     431,625
   Securities sold under repurchase agreements       61,620          61,831       55,359          55,554
   Borrowed funds                                    42,280          42,324       31,910          33,994
   Accrued interest payable                           1,311           1,311        1,305           1,305
                                                 ----------   -------------   ----------   -------------

Total financial liabilities                      $  550,997   $     552,324   $  516,858   $     522,478
                                                 ==========   =============   ==========   =============
</TABLE>

        Limitations - Fair value estimates are made at a specific point in time
        based on relevant market information and information about the financial
        instrument. These estimates do not reflect any premium or discount that
        could result from offering for sale at one time the Corporation's entire
        holdings of a particular instrument. Because no market exists for a
        significant portion of the Corporation's financial instruments, fair
        value estimates are based on judgments regarding future expected loss
        experience, current economic conditions, risk characteristics of various
        financial instruments, and other factors. These estimates are subjective
        in nature and involve uncertainties and matters that could affect the
        estimates. Fair value estimates are based on existing on- and
        off-balance-sheet financial instruments without attempting to estimate
        the value of anticipated future business and the value of assets and
        liabilities that are not considered financial instruments. Deposits with
        no stated maturities are defined as having a fair value equivalent to
        the amount payable on demand. This prohibits adjusting fair value
        derived from retaining those deposits for an expected future period of
        time. This component, commonly referred to as a deposit base intangible,
        is neither considered in the above amounts nor is it recorded as an
        intangible asset on the consolidated balance sheets. Significant assets
        and liabilities that are not considered financial assets and liabilities
        include premises and equipment. In addition, the tax ramifications
        related to the realization of the unrealized gains and losses can have a
        significant effect on fair value estimates and have not been considered
        in the estimates.


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 19 Condensed Parent Company Only Financial Statements

        Balance Sheets

<TABLE>
<CAPTION>
                                                        December 31
                                                   --------------------
                                                     2004        2003
                                                   --------    --------
                                                     (In Thousands)
<S>                                                <C>         <C>
            Assets
Cash                                               $      4    $      9
Repurchase agreements with Bank                         238          47
Investment in Bank                                   64,630      59,127
Premises and equipment                                1,008       1,053
                                                   --------    --------

TOTAL ASSETS                                       $ 65,880    $ 60,236
                                                   ========    ========

            Liabilities and Stockholders' Equity

Liabilities:
    Other liabilities                              $      7    $     13
                                                   --------    --------

       Total liabilities                                  7          13
                                                   --------    --------

Stockholders' equity:
    Common stock                                      7,584       7,584
    Retained earnings                                56,866      50,560
    Accumulated other comprehensive income            2,123       2,779
    Treasury stock, at cost                            (700)       (700)
                                                   --------    --------

       Total stockholders' equity                    65,873      60,223
                                                   --------    --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 65,880    $ 60,236
                                                   ========    ========
</TABLE>


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 19 Condensed Parent Company Only Financial Statements (Continued)

        Statements of Income

<TABLE>
<CAPTION>
                                                        Years Ended December 31
                                                    -------------------------------
                                                      2004        2003       2002
                                                    --------    --------   --------
                                                           (In Thousands)
<S>                                                 <C>         <C>        <C>
Dividends received from Bank                        $  1,755    $  1,350   $  1,350
Rental income received from Bank                         157         157        151
Interest and other income                                  1           2          2
Equity in earnings of subsidiaries                     6,159       6,265      5,729
                                                    --------    --------   --------

   Total income                                        8,072       7,774      7,232
                                                    --------    --------   --------

Other operating expenses                                 179         135        136
                                                    --------    --------   --------

Income before provision (credit) for income taxes      7,893       7,639      7,096
Provision (credit) for income taxes                       (9)         10          7
                                                    --------    --------   --------

Net income                                          $  7,902    $  7,629   $  7,089
                                                    ========    ========   ========
</TABLE>


<PAGE>

FIRST MANITOWOC BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 19 Condensed Parent Company Only Financial Statements (Continued)

        Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                   Years Ended December 31
                                                              --------------------------------
                                                                2004        2003       2002
                                                              --------    --------    --------
                                                                       (In Thousands)
<S>                                                           <C>         <C>         <C>
Cash flows from operating activities:
   Net income                                                 $  7,902    $  7,629    $  7,089
                                                              --------    --------    --------
   Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation                                                   45          43          41
     Equity in earnings of subsidiary                           (6,159)     (6,265)     (5,729)
     Change in other operating liabilities                          (6)          3           4
                                                              --------    --------    --------

        Total adjustments                                       (6,120)     (6,219)     (5,684)
                                                              --------    --------    --------

Net cash provided by operating activities                        1,782       1,410       1,405
                                                              --------    --------    --------
Cash flows from investing activities:
   Purchases of premises and equipment                               -         (48)          -
   (Increase) decrease in repurchase agreements                   (191)         99        (141)
                                                              --------    --------    --------

Net cash provided by (used in) investing activities               (191)         51        (141)
                                                              --------    --------    --------

Net cash used in financing activities - Cash dividends paid     (1,596)     (1,456)     (1,265)
                                                              --------    --------    --------

Net increase (decrease) in cash                                     (5)          5          (1)
Cash at beginning                                                    9           4           5
                                                              --------    --------    --------

Cash at end                                                   $      4    $      9    $      4
                                                              ========    ========    ========
</TABLE>

Note 20 Subsequent Event

        On February 25, 2005, the Corporation announced that it would be
        engaging in a "going private" transaction (the "Transaction") to
        eliminate annual expenses in connection with compliance with the
        Sarbanes-Oxley Act of 2002 and the reporting requirements of the
        Securities Exchange Act of 1934. The Transaction is designed to reduce
        the number of the Corporation's stockholders to permit the Corporation
        to terminate its registration with the United States Securities and
        Exchange Commission.


<PAGE>

ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. We have established disclosure
controls and procedures to ensure that material information relating to the
Corporation, including its consolidated subsidiaries, is made known to the
officers who certify the Corporation's financial reports and to other members of
senior management and the Board of Directors.

Based on their evaluation as of December 31, 2004, the principal executive
officer and principal financial officer of the Corporation have concluded that
the Corporation's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective
to ensure that the information required to be disclosed by the Corporation in
the reports that it files or submits under the Securities Exchange Act of 1934
is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms.

Management's Report on Internal Control Over Financial Reporting. Our management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of our internal control over financial reporting
based on the framework in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on our
evaluation under the framework in Internal Control - Integrated Framework, our
management concluded that our internal control over financial reporting was
effective as of December 31, 2004. Our management's assessment of the
effectiveness of our internal control over financial reporting as of December
31, 2004 has been audited by Wipfli LLP, an independent registered public
accounting firm, as stated in their report which is included herein.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by Item 401 of Regulation S-K is included in the
Corporation's definitive Proxy Statement, prepared for the 2005 Annual Meeting
of Shareholders, under the caption "Election of Directors," and the information
concerning executive officers of the registrant, under the caption "Executive
Officers Who Are Not Directors," which is incorporated herein by reference. The
information required by Item 405 of Regulation S-K concerning compliance with
Section 16(a) of the


<PAGE>

Exchange Act is included in the Corporation's definitive Proxy Statement,
prepared for the 2005 Annual Meeting of Shareholders, under the caption "Section
16(a) Beneficial Ownership Reporting Compliance," which is incorporated herein
by reference.

ITEM 11.  EXECUTIVE COMPENSATION

The information required by this item is included under the heading
"Compensation of Executive Officers and Directors" in the Corporation's
definitive Proxy Statement, prepared for the 2005 Annual Meeting of
Shareholders, which is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDERS MATTERS

The information required by this item is included under the heading "Security
Ownership of Certain Beneficial Owners and Management" in the Corporation's
definitive Proxy Statement, prepared for the 2005 Annual Meeting of
Shareholders, which is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is included under the heading
"Indebtedness of Management and Certain Transactions" in the Corporation's
definitive Proxy Statement, prepared for the 2005 Annual Meeting of
Shareholders, which is incorporated herein by reference.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is included under the heading "Principal
Accountant Fees and Services" in the Corporation's definitive Proxy Statement,
prepared for the 2005 Annual Meeting of Shareholders, which is incorporated
herein by reference.

                                     PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)  Financial Statements

         The following financial statements and financial statement schedules
         are included under a separate caption "Financial Statements and
         Supplementary Data" in Part II, Item 8 hereof and are incorporated
         herein by reference:

         Reports of Independent Registered Public Accounting Firm

         Consolidated Balance Sheets---December 31, 2004 and 2003

         Consolidated Statements of Income---For the Years Ended December 31,
         2004, 2003, and 2002


<PAGE>

         Consolidated Statements of Shareholders' Equity---For the Years Ended
         December 31, 2004, 2003, and 2002

         Consolidated Statements of Cash Flows---For the Years Ended December
         31, 2004, 2003, and 2002

         Notes to Consolidated Financial Statements

(a)(2)   Financial Statement Schedules

              All financial statement schedules have been omitted because they
              are not applicable, not required, or the information has been
              otherwise supplied in the Consolidated Financial Statements or
              notes to the Consolidated Financial Statements.

(a)(3)  Exhibits

<TABLE>
<CAPTION>
EXHIBIT NUMBER                  DESCRIPTION OF DOCUMENTS
<S>                 <C>
     3.1            Articles of Incorporation (incorporated by reference to
                    Exhibit (3)(1) to the Corporation's Report on Form 10 filed
                    May 5, 1999).

     3.2            Bylaws of First Manitowoc Bancorp, Inc. as amended on
                    February 11, 2003 (incorporated by reference to
                    Exhibit (3)(2) to the Corporation's Report on Form 10-K
                    filed March 14, 2003).

     10.1           First Manitowoc Bancorp, Inc. 401(k) Profit Sharing Plan
                    (incorporated by reference to Exhibit (10)(1) to the
                    Corporation's Report on Form 10-Q filed May 15, 2003).

     10.2           Executive Employee Salary Continuation Plan for
                    Thomas J. Bare, dated March 19, 1998, between First
                    National Bank in Manitowoc and Thomas J. Bare
                    (incorporated by reference to Exhibit (10)(2) to the
                    Corporation's Report on Form 10-K filed March 14,
                    2003).

     10.3           First National Bank in Manitowoc Voluntary Deferred
                    Compensation Plan (incorporated by reference to
                    Exhibit (10)(3) to the Corporation's Report on Form 10-K
                    filed March 14, 2003).

     11             Statement Re Computation of Per Share Earnings.
                    See Note 1 in Part II Item 8.

     12             Annual Report of First Manitowoc Bancorp, Inc. to
                    Shareholders for the period ended December 31, 2004.

     21             Subsidiaries of the Corporation.

     23             Consent of Independent Registered Public Accounting Firm

     31.1           Certification of Thomas J. Bare pursuant to Rule 13a-14(a)
                    or 15(d)-14(a)

     31.2           Certification of Paul H. Wojta pursuant to Rule 13a-14(a)
                    or 15(d)-14(a)

     32.1           Section 1350 Certification of Thomas J. Bare and
                    Paul H. Wojta

     99.1           Proxy Statement of First Manitowoc Bancorp, Inc. for 2005
                    Annual Meeting of Shareholders.
</TABLE>

         A copy of one or more of the exhibits listed herein can be obtained by
         writing Paul H. Wojta, Chief Financial Officer, First Manitowoc
         Bancorp, 402 North Eighth Street, Manitowoc, Manitowoc County,
         Wisconsin.

(b) Reports on Form 8-K

         During the fourth quarter of 2004, the Corporation did not file any
         current reports on Form 8-K.


<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                  FIRST MANITOWOC BANCORP, INC.

Date:  March 15, 2005                         /s/ Thomas J. Bare
                                              ------------------
                                                    Thomas J. Bare
                                                    Chief Executive Officer

                                                    /s/ Paul H. Wojta
                                                    -----------------
                                                    Paul H. Wojta
                                                    Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

/s/ Thomas J. Bare                                        /s/ Robert S. Weinert
------------------                                        ---------------------
Thomas J. Bare, President and Chief              Robert S. Weinert, Chairman
Executive Officer

Date:  March 15, 2005                            Date:  March 15, 2005

/s/ John J. Zimmer                                        /s/ John M. Jagemann
------------------                                        --------------------
John J. Zimmer, Vice President                   John M. Jagemann, Director

Date:  March 15, 2005                            Date:  March 15, 2005

/s/ John C. Miller                               /s/ John E. Nordstrom
------------------                               ---------------------
John C. Miller, Director                         John E. Nordstrom, Director

Date:  March 15, 2005                            Date:  March 15, 2005

/s/ Craig A. Pauly                               /s/ Katherine M. Reynolds
------------------                               -------------------------
Craig A. Pauly, Director                         Katherine M. Reynolds, Director

Date:  March 15, 2005                            Date:  March 15, 2005

/s/ John M. Webster
-------------------
John M. Webster, Director

Date:  March 15, 2005