LIBERTY BANK
                             1994 Stock Option Plan

                                I. INTRODUCTION

      1.01. Establishment of Plan. The purpose of this Plan is to promote the
growth and development of Liberty Bank ("Liberty") by providing increased
incentives for key employees and directors of Liberty and of any Subsidiaries.
This Plan provides for the granting of (i) incentive stock options ("ISOs")
intended to qualify as such within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended from time to time and (ii) non-qualified stock
options ("NSOs").

      1.02. Effective Date. The effective date of the Plan shall be May 11,
1994, subject to approval of the Plan by shareholders of Liberty. Any option
granted prior to such shareholder approval shall be expressly conditioned upon
shareholder approval of the Plan.

                              II. PLAN DEFINITIONS

      2.01. Definitions. For Plan purposes, except where the context clearly
indicates otherwise, the following terms shall have the meanings set forth
below:

            (a) "Board" shall mean the Board of Directors of Liberty.

            (b) "Code" shall mean the Internal Revenue Code of 1986, as amended
      from time to time.

            (c) "Common Stock" shall mean Liberty's Common Stock, $5.00 par
      value, and such other stock and securities as may be substituted therefor
      pursuant to Section 3.02.

            (d) "Fair Market Value" on any date shall mean, with respect to
      Common Stock, the fair market value of such stock as determined in good
      faith by the Board.

            (e) "Subsidiary" shall mean any corporation in which Liberty owns,
      directly or indirectly, a voting stock interest of more than fifty percent
      (50%).

                         III. SHARES SUBJECT TO OPTION

      3.01. Available Shares. The shares available for options of whatever type
under this Plan shall be 82,500 shares of Liberty's common stock, and may be
authorized but unissued stock or stock issued and reacquired by Liberty. Shares
subject to and not issued under an option which expires, terminates or is
cancelled for any reason during the term of the Plan shall again become
available for the granting of options under the Plan.

      3.02. Changes in the Number of Available Shares. In the event of any
recapitalization, stock split or reverse split, combination or exchange of
shares, stock dividend, merger in which




Liberty is the surviving corporation, combination or exchange of shares, or
other capital change affecting the common stock of Liberty, the Board shall make
equitable and appropriate changes in the aggregate number and kind of shares
available for which options may be granted under the Plan and in the number,
price and kind of shares covered by options granted or to be granted under the
Plan, provided that no changes shall be made in any ISO which would cause such
option to fail to continue to qualify as an incentive stock option within the
meaning of Section 422 of the Code.

                               IV. ADMINISTRATION

      4.01. Administration by the Board. The Board shall administer the Plan and
shall have the power, subject to and within the limits of the express provisions
of the Plan:

            (a) to determine from time to time which of the eligible persons
      shall be granted options under the Plan, the type of options, the time or
      times when, and the price per share and number of shares for which, an
      option or options shall be granted to such persons;

            (b) to prescribe the other terms and provisions (which need not be
      identical) of each option granted under the Plan to eligible persons;

            (c) to construe and interpret the Plan and options granted under it,
      and to establish, amend and revoke rules and regulations for Plan
      administration. The Board, in the exercise of this power, may correct any
      defect or supply any omission, or reconcile any inconsistency in the Plan,
      in any option agreement, in the manner and to the extent it shall deem
      necessary or expedient to make the Plan fully effective. All decisions and
      determinations by the Board in exercising this power shall be final and
      binding upon Liberty and the optionees; and

            (d) generally, to exercise such power and to perform such acts as
      are deemed necessary or expedient to promote the best interests of Liberty
      with respect to the Plan.

                           V. ELIGIBILITY FOR OPTIONS

      5.01. Eligible Persons. Key employees of Liberty or any Subsidiary shall
be eligible to receive ISOs or NSOs. Any director of Liberty who is not an
employee of Liberty or any Subsidiary shall be eligible to receive NSOs only.

      5.02. Grant of Options. From among all eligible persons, the Board shall
determine from time to time those persons to whom options shall be granted. No
person shall have any right whatsoever to receive an option unless so determined
by the Board.

                        VI. OPTION TERMS AND CONDITIONS

      6.01. Option Contracts. Options granted hereunder shall be evidenced by
option contracts containing such terms and conditions as the Board shall
establish from time to time


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consistent with the Plan. Option contracts need not be identical but each option
contract shall, as appropriate, contain language including the substance of the
following provisions:

            (a) Number of Shares and Price. Each option contract shall state the
      number of shares to which it pertains and the option price therefor. Such
      price shall be not less than 100% of the fair market value of the shares
      on the date such option is granted. Notwithstanding any other provision in
      this Plan, for any eligible employee who, at the time an ISO is granted,
      owns (directly and under the attributable rules of Section 425(d) of the
      Code) stock possessing more than 10% of the total combined voting power of
      Liberty (or any parent or Subsidiary) the option price under such ISO
      shall be not less than 110% of the fair market value of the shares subject
      to such ISO and such option, by its terms, shall not be exercisable after
      the expiration of five years from the date such option is granted.

            (b) Vesting of Options. Options shall become vested and exercisable
      in accordance with the terms of each option agreement, which shall be
      established by the Board. No fractional shares shall be issuable on
      exercise of any option and if the application of the vesting percentage
      set forth in any option agreement would result in a fractional share, the
      number of shares exercisable shall be rounded up to the next full share.
      Finally, the maximum fair market value of Liberty stock (determined at the
      time of grant) covered by ISOs that first become exercisable by any
      optionee in any calendar year is limited to $100,000.

            (c) Term of Options and Restriction on Exercise. Each stock option
      agreement shall state the period or periods of time within which the
      option may be exercised by the Optionee, in whole or in part, which shall
      be the period or periods of time as may be determined by the Board,
      provided that: (a) No option term for an ISO may exceed ten (10) years
      from the date the option is granted, and (b) No option may be treated as
      an incentive stock option unless the optionee exercises the option while
      employed by Liberty or a Subsidiary or within three months after
      termination of employment, or if termination is caused by death or
      disability, within one year after such termination. Although Liberty
      intends to exert its best efforts so that the shares purchasable upon the
      exercise of an option will be registered under, or exempt from the
      registration requirements of the federal Securities Act of 1933 and any
      applicable state securities law at the time the option becomes
      exercisable, if the exercise of an option would otherwise result in the
      violation by Liberty of any provision of such Act or of any state
      securities law, Liberty may require that such exercise be deferred until
      Liberty has taken appropriate action to avoid any such violation.

            (d) Non-transferability. Options granted pursuant to the Plan shall
      not be transferable except by will or the laws of descent and
      distribution, and shall be exercisable during the optionee's lifetime only
      by the optionee or by his/her guardian or legal representative. No options
      or any privileges pertaining thereto shall be transferred, assigned,
      pledged or hypothecated in any way, whether by option of law or otherwise,
      nor be subject to execution, attachment or similar process.


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            (e) Method of Exercise and Payment of Purchase Price. Subject to (c)
      above, an option may be exercised, as to all or part of the shares covered
      by the option, by the optionee delivering to the corporate secretary at
      its principal business office on any business day, a written notice
      specifying the number of shares the optionee desires to purchase. The
      option price shall be paid in full in cash or, in the discretion of the
      Board, in shares of stock of Liberty, valued at its fair market value
      determined as of the date of exercise, or in a combination thereof.

      6.02. Rights as Shareholder. An optionee shall not be deemed the holder of
any shares covered by an option until such shares are fully paid and issued to
him/her after exercise of such option.

                         VII. CORPORATE SALE OR CHANGE

      7.01. Sale or Change of Liberty. In the event of a corporate sale or
change, as defined in Section 7.02, all options then outstanding shall be
immediately exercisable in full and the Board shall, or the board of directors
of any corporation assuming the obligations of Liberty hereunder, take action
regarding all outstanding and unexercised options pursuant to either clause (a)
or (b) below.

            (a) Appropriate provisions may be made for the protection of such
      options by the substitution on an equitable basis of appropriate shares of
      Liberty, or of the merged, consolidated or otherwise reorganized
      corporation, provided only that the excess of the aggregate fair market
      value of the shares subject to such options immediately before such
      substitution over the purchase price thereof is not more than the excess
      of the aggregate fair market value of the substituted shares made subject
      to option immediately after such substitution over the purchase price
      thereof; or

            (b) Upon written notice to the optionees, the Board may require that
      all options be exercised within a specific number of days of the date of
      such notice or they will be terminated on a stated date.

      7.02. Definition. The term "corporate sale or change" shall mean a
reorganization or merger or consolidation between Liberty and another
corporation in which Liberty is not the surviving corporation, the sale of
substantially all of the property of Liberty, the dissolution or liquidation of
Liberty, or a change in control of Liberty. The term "control" shall refer to
the acquisition of beneficial ownership of 50% or more of the voting securities
of Liberty by any person or persons acting as a group within the meaning of
Section 13(d) of the Securities Exchange Act of 1934. The term "person" refers
to an individual or a corporation, partnership, trust, association, joint
venture, pool, syndicate, sole proprietorship, unincorporated organization or
any other form of equity not specifically listed herein. Notwithstanding the
foregoing, the formation of a holding company which owns the stock of Liberty
will not be deemed a corporate sale or change; provided, however, that a
subsequent corporate sale or change of the holding company shall be deemed a
corporate sale or exchange under paragraph 7.01.



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                              VIII. MISCELLANEOUS

      8.01. Term of Plan and Effective Date. Options may be granted under this
Plan at any time up until the expiration of ten years following the effective
date of the Plan; on which date the Plan shall expire, except as to outstanding
options, which options shall remain in effect until they have been exercised or
have expired.

      8.02. No Employment or Retention Agreement Intended. The grant of an
option hereunder shall not be deemed to imply the right to continued employment
or retention in service in any capacity by Liberty or a Subsidiary and shall not
constitute an employment agreement of any kind.

      8.03. Amendment or Discontinuance. The Board of Directors of Liberty may
amend or discontinue this Plan at any time, but may not, without the consent of
the optionee to whom an option has been granted, make any alteration in such
option which would adversely affect the same, or (except as provided in
paragraph 2.02 hereof) without the approval of the shareholders of Liberty, make
any alteration which would increase the aggregate number of shares available for
options under the Plan, decrease the minimum option price, extend the term of
the Plan or the maximum period during which any option may be exercised, or so
alter the Plan with respect to ISOs that ISOs issued under it would fail to meet
the requirements for incentive stock options under Section 422 of the Code.

      8.04. Liability. No member of the Board of Directors, or the officers or
employees of Liberty shall be personally liable for any action, omission or
determination made in good faith in connection with the Plan.

      8.05. Government and Other Regulations. The obligations of Liberty to sell
and deliver shares of stock under this Plan shall be subject to all applicable
laws, rules and regulations and the obtaining of all such approval by the
governmental agencies as may be deemed necessary or desirable by the Board of
Directors of Liberty, including (without limitation) the satisfaction of all
applicable federal, state and local tax withholding requirements.

      8.06. Withholding Taxes. The Board may require, as a condition to the
exercise of a NSO, that the optionee concurrently pay to Liberty the entire
amount or portion of any taxes which Liberty is required to withhold by reason
of such exercise, in such amount as the Board or Liberty in its discretion may
determine. The required withholding may be paid in cash or, in the discretion of
the Board, in shares of stock of Liberty to be issued upon exercise, valued at
their fair market value as of the date the withholding obligation arises, or in
a combination thereof. No distribution under the Plan shall be made in
fractional shares of Liberty's common stock but the proportional fair market
value thereof shall be paid in cash.

      8.07. Governing Law. This Plan and any option contracts extended pursuant
hereto shall be interpreted and enforced in accordance with the laws of the
State of Wisconsin.



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