BOARD FEE DEFERRAL AGREEMENT,

Deferred Unit Award Agreement

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FIRST BANKING CENTER INC

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Title: BOARD FEE DEFERRAL AGREEMENT,
Governing Law: Wisconsin Date: 3/31/2004

Exhibit 10.1

BOARD FEE DEFERRAL

THIS AGREEMENT, made and entered into this 1st day of January, 1990 by and

between First Banking Center, a Wisconsin corporation (the "Bank"), Melvin

Wendt, a resident of Racine County, Wisconsin (the "Employee") .

WITNESSETH THAT:

WHEREAS, the Bank, as an inducement to the Director to continue his Directorship

with the Bank, and the Director, as evidence of his acceptance of the terms and

conditions of such directorship, desire to enter into this Agreement;

NOW, THEREFORE, it is hereby agreed by and between the parties as follows:

1. Director Benefits. In addition to such other compensation as may be agreed

upon from time to time between the Bank and the Director, the Bank shall

also pay to, or with respect to, the Director, in accordance with the terms

of this Agreement, benefits as follows:

1.1 Retirement Income.

1.11 When Available. Provided the Director remains Director of the Bank until

the Director's Age 65, then commencing on the first day of the following

month the Bank shall pay to him monthly retirement income in the amount and

form described below.

1.12 Conditions. Payment of retirement income is not conditioned upon a

requirement that the Director perform any services of any type after the

date of commencement of the monthly retirement income payments. Should the

Director nevertheless elect to perform any services, if requested by the

Bank's Board of Directors, those services will be regulated by the

following:

(a) Such services will be of a consulting and advisory nature.

(1) It is understood that such services shall not require the Director to be

active in Bank's day-to-day activities.

(2) It is further understood that the Director shall be compensated for such

services in an amount to be then agreed upon, and shall be reimbursed for

all expenses incurred in performing such services.

<PAGE>

1.13 Amount. The monthly amount of the retirement income payable to the Director

shall be as follows:

<TABLE>

If Employment Terminates The Monthly

During the Following Retirement Income

Contract Years: Shall Be:

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

<S> <C>

1 0

2 0

3 50

4 100

5 150

6 200

7 250

8 300

9 350

10 400

11 450

12 500

13 550

14 600

</TABLE>

1.14 Form. The retirement income shall be payable monthly, with the first

payment due on the first day of the month following the Directors Age 65

and on the first day of each month thereafter. The last such, payment shall

be the earlier of (a) the payment due on the first day of the month in

which the employee shall die, or (b) the one hundred eightieth (180)

payment.

1.15 Effect of Death. If the Employee dies before receipt of the one hundred

eightieth (180) such monthly payment of retirement income, his Beneficiary

shall receive a death benefit pursuant to 1.2 hereof.

1.2 Death Benefits.

1.21 When Available. If the Director dies (whether before or after termination

of employment, with the Bank) prior to his receipt of one hundred

eighty(180) monthly payments of retirement income, as provided above, the

Bank shall pay his "Beneficiary" (as defined in Section 1.24) a death

benefit in the amount and form described below.

1.22 Amount. The monthly amount of death benefit shall be $600.

1.23 Form. The death benefit shall be payable monthly to "Beneficiary" (as

defined in Section 1.24) with the first payment, due on the first day of

the month following the Director's death. The total number of such monthly

payments shall be one hundred eighty (180) less the number of monthly

retirement income payments, if any, received by the Director under Section

1.1 of this Agreement. For this purpose, the amount of each such monthly

payment received by the Director shall be irrelevant (that is, in all

cases, the monthly death benefit shall be $600).

<PAGE>

1.24 Beneficiary. For purposes of this Agreement, the Beneficiary shall be the

surviving spouse of the Director or, if the Director is not survived by a

spouse, the Beneficiary designated by the Director in a writing delivered

to the Named Fiduciary (as defined in Section 10) of the Bank. Such

designation may be changed or revoked by the Director at any time by a

similar writing delivered to said Named Fiduciary; but no such designation,

change or revocation shall be effective unless it is delivered to said

Named Fiduciary during the Director's lifetime. If the Director has failed

to so designate a Beneficiary or, having revoked a prior Beneficiary

designation, has failed to designate a new Beneficiary, or if the

Director's Beneficiary designation fails, in whole or in part, by reason of

the prior death of a designated Beneficiary or for any other cause, then

the death benefit or the portion thereof as to which such designation

fails, as the case may be, shall be paid to the legal representative of the

Director' s estate for the benefit of the Director's estate. The right of

the Director's beneficiary, or in the event the Director has otherwise

specified in his designation, any Beneficiary designated by him shall

become fixed as of the Director's death, so that if a Beneficiary survives

the Director but dies before the receipt of all payments due such

Beneficiary hereunder, such remaining payments shall be payable to the

representative of such Beneficiary's estate for the benefit of that

Beneficiary's estate.

Disability Benefits. In the event of total disability and if the Director

will be relieved of Director's fees, the Director will be relieved of

payment of the deferral amount; however, the Director will receive the

vested portion of Retirement benefits or Death Benefits calculated at

Director's time of total disability.

2. Director a General Creditor. The obligation of the Bank to make the

payments described in the Agreement constitutes merely the unsecured (but

legally enforceable) promise of the Bank to make such payments, and the

Director shall have no lien or prior claim upon any property of the Bank.

3. Other Benefits. The provisions of this Agreement shall not give the

Director any right to be retained in the directorship of the Bank. This

Agreement shall not replace any other Director's contracts, whether oral or

written, between the Bank and the Director but shall be considered a

supplement thereto. Nothing contained herein shall in any way limit the

Director's right to participate in or benefit from any pension, profit

sharing or other retirement plan for which he is, or may become eligible,

by reason of his Directorship.

4. Payment of Benefits. All payments provided for by this Agreement shall be

made in conformity with the regular payroll procedures in use by the Bank

at the time of payment. Notwithstanding anything to the contrary herein

provided, any benefit hereunder may be paid in lump sum, quarterly,

semi-annually or annually, in the sole discretion of the Bank (any payments

so accelerated shall be discounted at the rate of eight percent (8%) per

annum, compounded annually).

5. Binding Effect of Agreement. This Agreement shall be binding upon the

parties hereto, their heirs, assigns, successors, executors and

administrators. If the Bank becomes a party to any merger, consolidation or

reorganization, this Agreement shall remain in full force and effect as an

obligation of the Bank or its successors in interest.

<PAGE>

6. Non-Transferability of Benefits. None of the payments provided for by this

Agreement shall be subject to seizure for payment of any debts or judgments

against the Director or any Beneficiary; nor shall the Director or any

Beneficiary have any right to transfer, modify, anticipate or encumber any

rights or benefits hereunder; provided, however, that the undisturbed

portion of any benefit payable hereunder shall at all times be subject to

set-off for debts owed by the Director to the Bank.

7. Withholding. Notwithstanding any of the foregoing provisions hereof, the

Bank may withhold from any payment to be made hereunder (and transmit to

the proper taxing authority) such amounts as it may be required to withhold

under any applicable federal, state or other law.

8. Status. This Agreement shall be construed and the legal relations between

the parties determined in accordance with the laws of the State of

Wisconsin.

9. Execution. This Agreement may be executed in one or more counterparts, each

of which shall be deemed to be an original without the production of the

others, but all of which together shall constitute one and the same

instrument.

10. Named Fiduciary and Claims Procedure.

10.1 The Named Fiduciary under this Agreement is the President of the Bank.

10.11The business address and telephone number of the Named Fiduciary under

this Agreement is: Roman Borkovec.

10.12 The Bank shall have the right to change the Named Fiduciary. The Bank

shall also have the right to change the address and telephone number of

the Named Fiduciary. The Bank shall give the Director written notice of

any change of the Named Fiduciary or any change in the address and

telephone number of the Named Fiduciary.

10.2 Benefits shall be paid in accordance with the provisions of this Agreement.

The Director, a Beneficiary or any other person claiming through the

Director or a Beneficiary, as the case may be, (hereinafter collectively

referred to as the "Claimant") shall make a written request for the

benefits provided under this Agreement. This written claim shall be mailed

or delivered to the Named Fiduciary.

10.3 If the claim is denied, either wholly or partially, notice of the decision

shall be mailed to the Claimant within a reasonable time period. This time

period shall exceed not more than ninety (90) days after the receipt of the

claim by the Named Fiduciary.

10.4 The Named Fiduciary shall provide a written notice to every Claimant who is

denied a claim for benefits under this Agreement. The notice shall set

forth the following information:

(a) the specific reasons for the denial;

(b) the specific reference to the pertinent provisions of this Agreement on

which the denial is based;

Claimant to perfect the claims and an explanation of why such material or

information is necessary; and

(d) appropriate information and explanation of the claims procedure under this

Agreement to permit the Claimant to submit his claim for review.

All of this information shall be set forth in the notice in a manner

calculated to be understood by the Claimant.

<PAGE>

10.5 The claims procedure under this Agreement shall allow the Claimant a

reasonable opportunity to appeal a denied claim and to get full and fair

review of that decision from the Named Fiduciary.

10.51The Claimant shall exercise his right of appeal by submitting a written

request for a review of the denied claim to the Named Fiduciary. This

written request for review must be submitted to the Named Fiduciary within

ninety (90) days after receipt by the Claimant of the written notice of

denial.

10.52 The Claimant shall have the following rights under this appeal procedure:

(a) to request a review upon written application to the Named Fiduciary

(b) to review pertinent documents with regard to the benefits payable under

this Agreement;

(d) to request an extension of time to m ake a written submission of issues and

comments; and

(e) to request that a hearing be held to consider Claimant's appeal.

10.6 The decision on the review of the denied claim shall promptly be made by

the Named Fiduciary:

(a) within sixty (60) days after the receipt of the request for review if no

hearing is held or;

(b) within one hundred twenty (120) days after the receipt of the request for

review, if an extension of time is necessary in order to hold a hearing.

(1) If an extension of time is necessary in order to hold a hearing, the Named

Fiduciary shall give the Claimant written notice of the extension of time

and of the hearing.This notice shall be given prior to any extension.

(2) The written notice of extension shall indicate that an extension of time

will occur in order to hold a hearing on the Claimant's appeal. The notice

shall also specify the place, date, and time of that hearing and the

Claimant's opportunity to participate in the hearing. It may also include

any other information the Named Fiduciary believes may be important or

useful to the Claimant in connection with the appeal.

10.7 The decision to hold a hearing to consider the Claimant's appeal of the

denied claim shall be within the sole discretion of the Named Fiduciary,

whether or not the Claimant requests such a hearing.

<PAGE>

10.8 The Named Fiduciary's decision on review shall be made in writing and

provided to the Claimant within the specified time periods in Section 10.6.

This written decision on review shall contain the following information;

(a) the decision(s);

(b) the reasons for the decision(s); and

decision(s) is/are based.

All of this information shall be written in a manner calculated to be

understood by the Claimant.

11.0 In the event that the claims procedure outlined in this Agreement (Section

10 and all subdivisions therein) is used by the parties, but does not

resolve any dispute which may exist, then, in that event, the dispute shall

be submitted to mandatory binding arbitration before the American

Arbitration Association, with both parties, or all parties, to split the

costs of such arbitration on an equal basis.

IN WITNESS WHEREOF, the individual party has hereunto set his hand and the

corporate party hereto has caused these presents to be executed by its proper

officer thereunto duly authorized and its corporate seal to be hereunto affixed,

all as of the day and year first above written.

In Presence of: /s/Roman Borkovec

PRESIDENT

/s/Melvin W. Wendt

(Corporate Seal) DIRECTOR

<PAGE>

Exhibit 10.2

DIRECTORS PENSION AND

DEATH BENEFIT AGREEMENT

AGREEMENT made this 10th day of April, 1990 between FIRST BANKING CENTER, a

Wisconsin banking corporation, ("Bank") and Melvin W. Wendt, ("Director") a

director of said corporation.

In consideration of the agreements contained herein and pursuant to the action

of the Board of Directors of First Banking Center taken on January 8, 1990, the

parties agree as follows:

1. Pension Plan Established. As additional consideration for serving on Bank's

Board of Directors, Bank shall pay Director a pension benefit upon

Directors reaching the age of 65 years.

2. Accrued Benefit. The pension benefit shall accrue at the rate of Ten

Thousand Dollars ($10,000.00) for each full year Director serves on the

board for the first six (6) years of service. Upon completing six (6) full

years of service, Director shall be entitled to ten (10) annual payments of

Ten Thousand Dollars ($10,000.00) each.

3. Payment of Benefits. Payments shall commence in January of the year

following the year in which Director attains the age of 65 years. Directors

serving less than 6 years shall receive a $10,000.00 annual payment for

each full year of service as a director. Directors serving a full 6 years

shall receive 10 annual payments of $10,000.00.

4. Past Service Counted. In determining the number of annual payments to be

made pursuant to this agreement, Director's services prior to the date of

this agreement shall be counted.

5. Death of Director. In the event of the death of Director before any pension

payments are due, or after payments have commenced, the scheduled payments

shall be made or continue to be made as specified in paragraph 3. above to

a beneficiary designated in writing by Director, or to Director's estate.

The death of a director shall not accelerate the payments required to be

made hereunder.

6. Beneficiary. Director may designate or change a beneficiary for the

benefits payable hereunder, in writing delivered to Bank, at any time

before death. If no such beneficiary is designated, or if no designated

beneficiary shall survive Director, the required payments shall be paid to

Director's estate.

7. No Trust. Nothing contained in this agreement and no actions taken pursuant

to the provisions of this agreement shall create or be construed to create

a trust of any kind, or a fiduciary relationship between Bank and Director,

his designated beneficiary, estate or any other person.

8. Insurance. Director shall cooperate in applying for and processing a life

insurance policy on his life with such company and in such amount as Bank

shall direct. Bank shall be the owner and beneficiary of such policy and

shall pay all premiums thereon. Director shall have no interest in such

policy or the proceeds thereof. The purpose of the insurance policy is to

create a general fund out of which to pay the benefits contracted to be

paid pursuant to this and other similar agreements. Any fund created by

such insurance proceeds shall be and remain the sole and exclusive property

of the Bank and may be invested, reinvested and utilized as the Board of

Directors of Bank shall from time to time determine. The benefits provided

herein are not contingent upon the issuance of a life insurance policy and

shall be payable even if Director is determined to be uninsurable.

<PAGE>

9. Benefits Non-Assignable. The benefits payable under this agreement shall

not be assigned, transferred, pledged or encumbered except by will or the

laws of intestate succession.

10. Incapacity of Beneficiary. If Bank determines that any person to whom any

payment is payable under this agreement is unable to care for his affairs

because of illness or accident, or is a minor, any payment due (unless a

prior claim therefore shall have been made by a duly appointed guardian,

committee or other legal representative) may be paid to the spouse, a

child, parent, or brother or sister, or to any person deemed by the Bank to

have incurred expenses for such beneficiary, in accordance with paragraph

3. above. Any such payment, made in good faith, shall be a complete

discharge of Bank's liability under this agreement.

11. Bank's Powers and Liabilities. The Bank shall have the power and authority

to interpret and administer this agreement in accordance with its terms. In

the event any question arises regarding the interpretation or construction

of any provision or action taken or to be taken, the management of Bank may

submit it to the Board of Directors, whose determination shall be binding

and conclusive for all purposes. No member of the Board, nor officer of the

Bank, shall be liable to any person for any action taken or omitted in

connection with the interpretation and administration of this agreement

unless attributable to willful misconduct or lack of good faith.

12. Binding Effect. This agreement shall be binding upon and inure to the

benefit of the parties hereto and Bank's successors and assigns and

Director's heirs, personal representatives and beneficiaries.

13. Governing Law. This agreement shall be construed in accordance with and be

governed by the laws of the state of Wisconsin.

14. Compliance with Current Law. The parties in tend that this agreement comply

with the provisions of the Internal Revenue Code and Regulations in effect

at the time of its execution as such regulations pertain to non-exempt

pension plans. If at any later date the laws of the United States or the

State of Wisconsin are changed or construed to make this agreement null and

void, it shall be given effect in a manner which shall best carry out the

parties' purposes and intentions.

15. Entire Agreement. This agreement supersedes all other agreements previously

made between the parties relating to its subject matter. This agreement

shall not affect any separate agreement or resolution of the Board of

Directors of Bank regarding annual directors' fees.

16. Non-Waiver. No delay or failure of either party to exercise any right under

this agreement, and no partial or single exercise of that right, shall

constitute a waiver of that or any other right.

17. Authority. Bank's authority to enter into and be bound by this agreement is

based on the action of the Board of Directors taken at its January 8, 1990

meeting.

18. Counterparts. This agreement may be executed in two or more counterparts,

each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument.

<PAGE>

IN WITNESS WHEREOF, Bank has caused this agreement to be executed by its duly

authorized officers and Director has signed the same as of the date first set

forth above.

FIRST BANKING CENTER

/s/ Roman Borkovec

President

/s/ John S. Smith

Secretary

/s/ Melvin W. Wendt

Director

<PAGE>

Exhibit 10.3

EMPLOYMENT AGREEMENT

This Agreement made and entered into this 6th day of October, 1997, by and

between BRANTLY CHAPPELL (hereinafter called "Employee") and FIRST BANKING

CENTER, INC., a Wisconsin Business Corporation functioning as a bank holding

company with several subsidiary banking corporations located and doing business

in Southeastern and Southcentral Wisconsin (hereinafter called "Employer").

WITNESSETH

WHEREAS, Employer desires to employ the Employee and to set forth the principal

terms and conditions of the Employee's employment, and the Employee desires to

be employed by the Employer on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the terms, conditions, mutual promises and

covenants herein set forth, the parties agree as follows:

1. Employment and Duties. During the Employment Period (as herein defined),

Employer employs Employee, and Employee agrees to serve as President and

Chief Executive Officer of Employer. In that capacity Employee shall

perform such duties as are set forth in the Bylaws of Employer and as may,

from time to time, be determined by the Board of Directors. Such duties

shall include, among others, establishment of long term goals and

strategies for Employer and its subsidiaries; supervision and integration

of operations of Employer and subsidiaries and serving as ongoing liaison

between Employer and its subsidiaries and between subsidiaries; oversight

and coordination of Employer's and subsidiaries' management personnel; tax

planning; investment planning and such other duties as are customarily

performed by persons serving in similar capacities at other bank holding

companies. During the Employment Period, the Board of Directors may modify

Employee's duties and responsibilities consistent with continued executive

status. During the Employment Period, Employee shall devote his entire

working time to the business and affairs of Employer as is required to

carry out his duties and responsibilities. During the Employment Period and

for one (1) year after its termination, Employee shall not engage in any

activity, directly or indirectly, which is competitive with or adverse to

the business of Employer or its subsidiaries, whether acting alone or as an

officer, director, partner, employee, advisor, consultant or agent of any

other business, unless agreed in writing.

2. Employment Period. The Employment Period shall commence on November 10,

1997, and shall continue for a period of twenty-four (24) months

thereafter. Commencing on the first anniversary date of this Agreement, and

continuing at each anniversary date thereafter, the Agreement shall

automatically renew for an additional year, such that the remaining term

shall always be two (2) years, unless written notice is provided by either

party at least sixty (60) days prior to any such anniversary date that the

Agreement shall terminate at the end of twelve (12) months following such

anniversary date. The initial twenty-four (24) month period and annual

renewal periods, if any, shall collectively constitute the Employment

Period.

3. Compensation.

A. Salary. As compensation for services rendered during the Employment Period,

Employer shall pay Employee the greater of (i) $165,000.00 annually or (ii)

compensation as may be fixed from time to time during the Employment Period

by the directors of Employer. Payment shall be made in equal bi-weekly

installments.

B. Other Benefits. During the Employment Period, Employer shall provide to

Employee, in addition to salary, such other benefits of employment as are

made generally available to executive officers of Employer or its

subsidiaries. Such benefits shall include participation in any group

health, life, disability or similar insurance program and in any pension,

profit-sharing, deferred compensation or other similar retirement program

subject, however, to the Employee's qualification for participation in such

benefit plans pursuant to the terms and conditions under which such benefit

plans are offered. Employee shall also have the right to participate in any

stock option, stock purchase or stock appreciation rights plans made

available to other officers of Employer and its subsidiaries.

<PAGE>

C. Stock Option Award. On or before the December 31, 1997, the Employer shall

grant the Employee an option, s ubstantially in the form attached to this

Agreement as Exhibit A, to purchase 2,000 shares of common stock of

Employer pursuant to the terms and conditions of Employer's 1994 Incentive

Stock Plan.

On or before December 31, 1998, Employer shall grant the Employee an

option, substantially in the form attached to this Agreement as Exhibit A,

to purchase 2,000 shares of common stock of Employer, pursuant to the terms

and conditions of Employer's 1994 Incentive Stock Plan. Such options shall

be granted provided employment requirements for granting incentive stock

options under the Internal Revenue Code are met.

D. Additional Benefits. In addition to other compensation and benefits payable

under this Section 3, Employee shall be entitled to receive the payments

and benefits set forth in Exhibit B which is attached to and incorporated

into this Agreement.

Nothing contained herein shall be construed as granting Employee the right

to continue in any benefit plan or program(except to the extent of

previously earned or vested rights) following a valid and lawful

termination or discontinuation of such plan or program.

4. Termination. This Agreement may be terminated, subject to payment of the

compensation and other benefits, if any, described below, upon occurrence

of any of the events described herein. The date on which Employee ceases to

be employed under this Agreement, after giving effect to the period of time

specified in any notice requirement, is referred to as the "Termination

Date."

A. Death; Disability; Retirement. This Agreement shall terminate upon the

death, disabilityor retirement of Employee. As used in this Agreement,

"disability" means Employee's inability, as the result of physical or

mental incapacity, to substantially perform his duties for a period of 180

consecutive days. If the Employee and Employer cannot agree as to existence

of a disability, the determination shall be made by a qualified independent

physician acceptable to both parties or, alternatively, by a physician

designated by the president of the medical society for the county in which

Employee resides. The costs of any such medical examination shall be borne

by the Employer. If Employee is terminated due to disability, he shall be

paid 100 % of his salary at the rate in effect at the time notice of

termination is given for one year. Such amount is to be paid in

substantially equal monthly installments and offset by any payments

actually received by Employee from: (i) any disability plans or disability

insurance programs provided by the Employer and (ii) any governmental,

social security or workers compensation program.

As used in this Agreement, the term "retirement" shall mean Employee's

retirement in accordance with and pursuant to any generally applicable

retirement plan of the Employer or its subsidiaries or in accordance with

any retirement arrangement established for Employee with his consent.

If termination occurs as a result of

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