MARQUETTE SAVINGS BANK SA, S-4, 2000-01-21

MARQUETTE SAVINGS BANK SA
S-4, 2000-01-21

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21,
2000
REGISTRATION NO. 333-________
======================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________

MARQUETTE SAVINGS BANK, S.A.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
______________________________

WISCONSIN
(STATE OR OTHER 6036 39-0452450
JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)

10533 WEST NATIONAL AVENUE
WEST ALLIS, WISCONSIN 53227
(414) 327-3700

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
______________________

RICHARD A. KNISBECK
10533 WEST NATIONAL AVENUE
WEST ALLIS, WISCONSIN 53227
(414) 327-3700

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)

COPY TO:

CHRISTOPHER J. ZINSKI, ESQ.
SCHIFF HARDIN & WAITE
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5548
__________________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE
SECURITIES TO THE PUBLIC: As soon as practicable after this
registration statement becomes effective.

If the securities being registered on this form are being offered
in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. [_]

If this form is being filed to register additional securities for
an offering under Rule 462(b) under the Securities Act of 1933, check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [_]

If this form is a post-effective amendment filed under Rule
462(d) under the Securities Act of 1933, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

CALCULATION OF REGISTRATION FEE
====================================================================
<TABLE>
<CAPTION>

TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER MAXIMUM AGGREGATE AMOUNT OF
REGISTERED REGISTERED<1> SHARE<2> OFFERING PRICE<2> REGISTRATION FEE<2>
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 2,377,852 $5.4375 $12,929,570.25 $3,413.41
</TABLE>
====================================================================

<F1> Based on the maximum number of shares to be issued, in respect of
the same number of shares of Marquette Savings Bank, S.A. common
stock outstanding, upon consummation of the reorganization
described herein.

<F2> Estimated solely for purposes of determining the registration fee
and based, in accordance with Rule 457(f), upon the average of
the bid and ask prices for the common stock of Marquette Savings
Bank, S.A. as quoted on the OTC electronic bulletin board on
January 20, 2000.

______________________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT
TO SAID SECTION 8(A), MAY DETERMINE.
====================================================================

MARQUETTE SAVINGS BANK, S.A.
10533 WEST NATIONAL AVENUE
WEST ALLIS, WISCONSIN 53227
(414) 327-3700
___________ __, 2000
Dear Stockholder:

This proxy statement/prospectus and accompanying proxy card are
being furnished to the stockholders of Marquette Savings Bank, S.A. in
connection with the solicitation of proxies by Marquette from holders
of the outstanding shares of Marquette's common stock, as of the close
of business on ______ __, 2000, which is the record date, for use at
the special meeting of stockholders of Marquette to be held on _______
2000, ____ at _______________, _________, __________, at ____ _.m.,
local time.

At this special meeting, a vote will be taken on the proposal to
approve an agreement and plan of reorganization, which provides for
the establishment of Marquette Capital Holding Company, Inc., as a
stock holding company parent of Marquette. This stock holding company
will be majority owned by Marquette Financial, M.H.C., a federally-
chartered mutual holding company. Under the reorganization agreement:

* Marquette will be wholly owned by the stock holding company;

* the stock holding company will become a majority owned
subsidiary of Marquette Financial; and

* each outstanding share of common stock, par value $.01 per
share, of Marquette will be converted automatically into one
share of common stock, par value $.01 per share, of the
stock holding company.

Upon the consummation of the reorganization, each stockholder of
Marquette will have the same ownership interest in the stock holding
company as that stockholder had in Marquette immediately before the
reorganization.

THE BOARD OF DIRECTORS OF MARQUETTE HAS DETERMINED THAT THE
REORGANIZATION IS IN THE BEST INTERESTS OF STOCKHOLDERS AND RECOMMENDS
THAT YOU VOTE IN FAVOR OF THE REORGANIZATION AGREEMENT.

Whether or not you plan to attend the meeting, please take the
time to vote by completing and signing the enclosed proxy card and
mailing it to us. IF YOU COMPLETE, SIGN AND MAIL YOUR PROXY WITHOUT
INDICATING HOW YOU WANT TO VOTE, YOUR PROXY WILL BE COUNTED AS A VOTE
IN FAVOR OF THE REORGANIZATION AGREEMENT. If you abstain or do not
vote, this will have the effect of a vote against the reorganization
agreement. This proxy statement/prospectus provides you with detailed
information about the proposed reorganization.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION, THE OFFICE OF
THRIFT SUPERVISION, NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
OR DISAPPROVED THESE SECURITIES OR PASSED ON THE ADEQUACY OR ACCURACY
OF THIS PROXY/STATEMENT PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

Sincerely,

/s/ Richard A. Knisbeck
Richard A. Knisbeck
President and Chief Executive Officer

The date of this proxy statement/prospectus is ______ __, 2000,
and it and the accompanying notice of special meeting and form of
proxy card are first being mailed to Marquette stockholders on or
about ______ ___, 2000.

MARQUETTE SAVINGS BANK, S.A.
10533 WEST NATIONAL AVENUE
WEST ALLIS, WISCONSIN 53227
(414) 327-3700

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON ________ __, 2000

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of
Marquette Savings Bank, S.A. will be held at __________________,
___________________________________________, on ________ __, 2000 at
______.m., local time, to consider and vote upon the:

1. Approval of the agreement and plan of reorganization
providing for the establishment of Marquette Capital
Holding Company, Inc. as a stock holding company parent of
Marquette. This stock holding company will be majority
owned by Marquette Financial, M.H.C., Marquette's mutual
holding company. Under the reorganization agreement:

* Marquette will become a wholly owned subsidiary of the
stock holding company, which will become a majority
owned subsidiary of Marquette Financial, and

* each outstanding share of common stock, par value $.01
per share, of Marquette will be converted automatically
into one share of common stock, par value $.01 per
share, of the stock holding company; and

2. Transaction of other business as may properly come before
the special meeting or any adjournment or postponement of
the meeting.

Only stockholders of record at the close of business on
__________ ___, 2000 will be entitled to notice of, and to vote at,
the special meeting and any adjournment or postponement of the
meeting.

Each stockholder has the right to dissent and demand payment of
the fair value of the stockholder's common stock. The right of a
stockholder to receive this payment is contingent upon compliance with
the requirements of the dissenters' rights provisions of the Wisconsin
Business Corporation Law, which are contained in Exhibit D.

By Order of the Board of Directors,

/s/ Richard A. Knisbeck

Richard A. Knisbeck
President and Chief Executive Officer
West Allis, Wisconsin
____________ ____, 2000

TABLE OF CONTENTS
------------------
Page
----

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-
THE MEETING . . . . . . . . . . . . . . . . . . . . . . . . -1-

THE PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . -2-
THE REORGANIZATION . . . . . . . . . . . . . . . . . . . . . -3-
RECOMMENDATION OF THE BOARD OF DIRECTORS; REASONS FOR THE
REORGANIZATION . . . . . . . . . . . . . . . . . . . . -3-
DISSENTERS' RIGHTS . . . . . . . . . . . . . . . . . . . . . -3-
EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . -3-
REGULATORY APPROVALS . . . . . . . . . . . . . . . . . . . . -4-
MATERIAL PROVISIONS OF THE REORGANIZATION AGREEMENT . . . . -4-
TAX CONSEQUENCES . . . . . . . . . . . . . . . . . . . . . . -4-
MARKET PRICES . . . . . . . . . . . . . . . . . . . . . . . -4-
ACCOUNTING TREATMENT . . . . . . . . . . . . . . . . . . . . -5-

THE MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . -6-
PLACE, TIME AND DATE . . . . . . . . . . . . . . . . . . . . -6-
MATTERS TO BE CONSIDERED . . . . . . . . . . . . . . . . . . -6-
RECORD DATE AND VOTING RIGHTS . . . . . . . . . . . . . . . -6-
VOTE REQUIRED . . . . . . . . . . . . . . . . . . . . . . . -7-
VOTE BY MARQUETTE FINANCIAL AND ALL MARQUETTE DIRECTORS AND
EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . -7-
PROXIES . . . . . . . . . . . . . . . . . . . . . . . . . . -7-

VOTING SECURITIES AND PRINCIPAL HOLDERS . . . . . . . . . . . . . -9-

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . -10-
DIRECTORS AND EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS . . . -11-
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . -11-
SALARY CONTINUATION AGREEMENTS . . . . . . . . . . . . . . . -14-
EMPLOYMENT AGREEMENTS . . . . . . . . . . . . . . . . . . . -14-
DIRECTORS' FEES . . . . . . . . . . . . . . . . . . . . . . -17-

MARKET FOR THE COMMON STOCK . . . . . . . . . . . . . . . . . . . -17-

DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . -18-

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . -18-
LENDING ACTIVITIES . . . . . . . . . . . . . . . . . . . . . -18-
INVESTMENT ACTIVITIES . . . . . . . . . . . . . . . . . . . -36-

DEPOSIT ACTIVITIES AND OTHER SOURCES OF FUNDS . . . . . . . . . . -38-
SUBSIDIARY ACTIVITIES . . . . . . . . . . . . . . . . . . . -42-
COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . -43-
EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . -44-
FACILITIES . . . . . . . . . . . . . . . . . . . . . . . . . -44-

-i-

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . -44-
REGULATION AND SUPERVISION . . . . . . . . . . . . . . . . . -45-
WISCONSIN SAVINGS ASSOCIATION REGULATION . . . . . . . . . . -45-
FEDERAL REGULATORY OVERSIGHT . . . . . . . . . . . . . . . . -48-
FEDERAL RESERVE SYSTEM . . . . . . . . . . . . . . . . . . . -58-
GRAMM-LEACH-BLILEY ACT . . . . . . . . . . . . . . . . . . . -58-
REGULATION OF MARQUETTE FINANCIAL . . . . . . . . . . . . . -59-
FEDERAL TAXATION . . . . . . . . . . . . . . . . . . . . . . -62-
WISCONSIN TAXATION . . . . . . . . . . . . . . . . . . . . . -63-

TRANSACTIONS WITH RELATED PERSONS . . . . . . . . . . . . . . . . -63-

THE REORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . -65-
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . -65-
REASONS FOR THE REORGANIZATION . . . . . . . . . . . . . . . -65-
STOCK HOLDING COMPANY POWERS . . . . . . . . . . . . . . . . -65-
CORPORATE GOVERNANCE MATTERS . . . . . . . . . . . . . . . . -66-
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . -66-
REGULATORY APPROVALS . . . . . . . . . . . . . . . . . . . . -66-
REORGANIZATION AGREEMENT . . . . . . . . . . . . . . . . . . -66-
EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . -69-
OPTIONAL EXCHANGE OF STOCK CERTIFICATES . . . . . . . . . . -69-
DISSENTERS' RIGHTS . . . . . . . . . . . . . . . . . . . . . -69-
TAX CONSEQUENCES . . . . . . . . . . . . . . . . . . . . . . -72-
CONSEQUENCES UNDER FEDERAL SECURITIES LAWS . . . . . . . . . -73-
CONDITIONS TO THE REORGANIZATION . . . . . . . . . . . . . . -74-
AMENDMENT, TERMINATION OR WAIVER . . . . . . . . . . . . . . -74-
BUSINESS OF THE STOCK HOLDING COMPANY . . . . . . . . . . . -75-
MANAGEMENT OF THE STOCK HOLDING COMPANY . . . . . . . . . . -75-
COMPARISON OF STOCKHOLDERS RIGHTS AND ANTI-TAKEOVER
PROVISIONS . . . . . . . . . . . . . . . . . . . . . . -77-
REGULATION OF THE STOCK HOLDING COMPANY . . . . . . . . . . -82-
DESCRIPTION OF CAPITAL STOCK OF THE STOCK HOLDING COMPANY . -85-
ACCOUNTING TREATMENT . . . . . . . . . . . . . . . . . . . . -86-

STOCKHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . -86-

WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . -87-

FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . -87-

EXHIBITS

A. Agreement and Plan of Reorganization
B. Federal Stock Charter of Marquette Capital Holding Company, Inc.
C. Bylaws of Marquette Capital Holding Company, Inc.
D. Dissenters' Rights Provisions of the Wisconsin Business
Corporation Law

-ii-

THIS DOCUMENT INCORPORATES BUSINESS AND FINANCIAL INFORMATION
ABOUT THE COMPANY THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS
DOCUMENT.

THIS INFORMATION IS AVAILABLE WITHOUT CHARGE TO STOCKHOLDERS UPON
WRITTEN OR ORAL REQUEST TO MR. GARY J. SPARZA, SECRETARY OF MARQUETTE
SAVINGS BANK, S.A., AT 10533 WEST NATIONAL AVENUE, WEST ALLIS,
WISCONSIN 53227, TELEPHONE (414) 327-3700.

TO OBTAIN TIMELY DELIVERY OF THE INFORMATION, STOCKHOLDERS MUST
REQUEST THIS INFORMATION NO LATER THAN 5 BUSINESS DAYS BEFORE DATE
THEY MUST MAKE THEIR INVESTMENT DECISION.

-iii-

SUMMARY

This summary highlights selected information from this proxy
statement/prospectus. It does not contain all the information that you
should consider. Therefore, you also should read the more detailed
information contained elsewhere in this proxy statement/prospectus,
including the exhibits.

THE MEETING

MEETING AND RECORD DATE. A special meeting of the stockholders
of Marquette Savings Bank, S.A. will be held on ______________, 2000,
at __________, at _____________, local time. Only holders of record of
common stock at the close of business on the record date, __________,
2000, are entitled to notice of, and to vote at, the meeting. See "The
Meeting - Place, Time and Date" and "- Record Date and Voting Rights."

MATTERS TO BE CONSIDERED. At the meeting, stockholders will vote
on the approval of the agreement and plan of reorganization, dated as
of December 14, 1999, by and among Marquette, Marquette Capital
Holding Company, Inc., the stock holding company, and Marquette
Interim Federal Savings Bank, under which Marquette will become a
wholly owned subsidiary of the stock holding company, which will
become a subsidiary of Marquette Financial, M.H.C., Marquette's mutual
holding company. In addition, each share of Marquette common stock
will be converted automatically into one share of common stock of the
stock holding company. Stockholders will also consider and vote upon
other matters as may properly be brought before the meeting. See "The
Meeting - Matters to be Considered."

VOTE REQUIRED. Approval of the reorganization agreement requires
the affirmative vote of the holders of two-thirds of the outstanding
shares of Marquette common stock. As of the record date, there were
_______ shares of Marquette common stock entitled to be voted at the
meeting. See "The Meeting - Vote Required." Approval of the
reorganization agreement by the Marquette stockholders is a condition
to, and required for, consummation of the reorganization. See "The
Reorganization - Conditions to the Reorganization."

VOTING SECURITIES. As of November 30, 1999, Marquette Financial
held 1,329,531 shares or approximately 56 percent of the outstanding
common stock of Marquette. As of November 30, 1999, all directors and
executive officers of Marquette held 101,615 shares or approximately
4.3 percent of the outstanding shares of common stock of Marquette.
Marquette Financial and all directors and executive officers of
Marquette have indicated that they intend to vote their shares of
common stock for approval of the reorganization agreement. See "The
Meeting - Vote by Marquette Financial and All Marquette Directors and
Executive Officers" and "Voting Securities and Principal Holders."

THE PARTIES

MARQUETTE. Marquette is a Wisconsin-chartered capital stock
savings association headquartered in West Allis, Wisconsin.
Marquette's deposits are insured by the Federal Deposit Insurance
Corporation under the Savings Association Insurance Fund. Marquette
is regulated by the Wisconsin Department of Financial Institutions and
the Office of Thrift Supervision. Effective January 21, 1998,
Marquette completed its conversion from a mutual to a stock
institution and formed Marquette Financial as its federally-chartered
mutual holding company. This conversion involved the sale of shares
of Marquette's common stock. As of November 30, 1999, Marquette
Financial owned 1,329,531 shares, or 56 percent, of Marquette's common
stock. Marquette's common stock is quoted on the OTC electronic
bulletin board under the symbol "MRQT."

The principal business of Marquette is attracting retail deposits
from the general public in Milwaukee, Waukesha and Racine counties and
adjacent counties in Wisconsin and investing those deposits, together
with funds generated from its operations, in one-to four-family and
multi-family mortgage loans, U.S. government and agency securities,
and to a lesser extent, commercial real estate loans, home equity and
improvement loans and investment grade corporate debt instruments.
Marquette primarily originates residential mortgage loans for
investment; however, from time to time, Marquette will sell fixed-rate
residential mortgage loans in the secondary market to other financial
institutions and their affiliates and private investors, generally on
a servicing released basis. Marquette's revenues are derived
principally from interest on its mortgage loans and other loans and
interest and dividends on its investment securities and, to a lesser
extent, loan transaction fees, service charges and joint venture
activities. Marquette's primary sources of funds are deposits,
principal and interest payments on loans and investment securities and
Federal Home Loan Bank advances. At September 30, 1999, Marquette had
total assets of $82,420,268, total deposits of $58,024,716, and
stockholders' equity of $20,931,225.

Marquette's principal executive office is located at 10533 West
National Avenue, West Allis, Wisconsin 53227 and its telephone number
is (414) 327-3700.

THE STOCK HOLDING COMPANY. Marquette Capital Holding Company,
Inc., a federally-chartered stock corporation, will be the stock
holding company which will be formed in the reorganization. The stock
holding company will be incorporated solely for the purpose of
becoming a savings and loan holding company and has no prior operating
history. Upon the completion of the reorganization, Marquette will
become a wholly owned subsidiary of the stock holding company and each
stockholder of Marquette will become a stockholder of the stock
holding company with the same ownership interest as the stockholder's
ownership interest in Marquette immediately before the reorganization.
Immediately after the reorganization, it is expected that the stock

-2-

holding company will not engage in any business activity other than to
hold all of the voting stock of Marquette. The stock holding
company's principal executive office, address and telephone number
will be the same as those of Marquette.

MARQUETTE INTERIM. Marquette Interim Federal Savings Bank, a
soon to-be-formed interim federal stock savings bank, which initially
will be a wholly owned subsidiary of the stock holding company, and
will not conduct any ongoing operations. Its sole purpose will be to
facilitate the reorganization.

THE REORGANIZATION

Each Marquette stockholder is being asked to consider and vote
upon a proposal to approve the reorganization agreement, under which
Marquette will become a wholly owned subsidiary of the stock holding
company, which, in turn, will become a subsidiary of Marquette
Financial, and each share of Marquette common stock will be converted
automatically into one share of common stock of the stock holding
company. See "The Reorganization - Reorganization Agreement," "-
Comparison of Stockholders Rights and Anti-takeover Provisions" and "-
Description of Capital Stock of the Stock Holding Company."

RECOMMENDATION OF THE BOARD OF DIRECTORS; REASONS FOR THE
REORGANIZATION

Marquette's board of directors has unanimously approved the
reorganization agreement and has determined that the reorganization
will provide greater operating flexibility than Marquette's existing
mutual holding company structure and that the reorganization is in the
best interests of Marquette and its stockholders. THE BOARD
UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE REORGANIZATION
AGREEMENT. For a discussion of the reasons for the reorganization,
see "The Reorganization - Reasons for the Reorganization."

DISSENTERS' RIGHTS

The Wisconsin Business Corporation Law governs the dissenters'
rights of Marquette stockholders. Under the WBCL, Marquette
stockholders may assert dissenters' rights and demand payment of the
fair value of their common stock. To assert dissenters' rights,
Marquette stockholders cannot vote their shares of common stock in
favor of the reorganization agreement and must take other actions
required by the WBCL. However, the valid exercise of dissenters'
rights by a stockholder could result in the reorganization being
abandoned. See "The Reorganization - Dissenters' Rights."

EFFECTIVE DATE

The effective date of the reorganization will be the date upon
which the articles of combination are endorsed by the WDFI and the
OTS. See "The Reorganization - Effective Date."

-3-

REGULATORY APPROVALS

MATERIAL PROVISIONS OF THE REORGANIZATION AGREEMENT

The reorganization agreement is attached as Exhibit A. You should
read the reorganization agreement because it is the legal document
that governs the reorganization. The reorganization agreement includes
many material terms and provisions which are described in detail
elsewhere in this proxy statement/prospectus, including provisions
that:

* require that conditions, in addition to the regulatory
approvals and the stockholder approval already discussed, be
satisfied or waived before the reorganization may be
consummated, see "The Reorganization - Conditions to the
Reorganization;" and

* regulate the ability of the parties to amend, terminate or
waive provisions of the reorganization agreement, see "The
Reorganization - Amendment, Termination or Waiver."

TAX CONSEQUENCES

In general, the reorganization will be deemed to constitute a
reorganization under Section 368 of the Internal Revenue Code of 1986,
and no gain or loss will be recognized by the stockholders of
Marquette upon the exchange of Marquette common stock solely for the
stock holding company common stock. Because tax consequences may vary
depending upon the particular circumstances of a stockholder, each
Marquette stockholder should consult his own tax counsel concerning
the specific tax consequences of the reorganization to that
stockholder, including the applicability and effect of federal, state
and local tax laws. See "The Reorganization - Tax Consequences."

MARKET PRICES

The following table shows the high and low prices of the common
stock of Marquette on July 27, 1999 and ________ ___, 2000. July 27,
1999 was the trading date preceding public announcement of the
proposed reorganization. _______ ___, 2000 was the most recent
practicable trading date preceding the date of this proxy
statement/prospectus. See "Market for the Common Stock."

-4-

HIGH LOW
---- ---
July 27, 1999 $6.563 $6.563
____________ ___, 2000 $__________ $_________

ACCOUNTING TREATMENT

The reorganization will be treated similar to a pooling of
interests for financial accounting purposes. Therefore, the
consolidated capitalization, assets, liabilities, income and financial
statements of the stock holding company immediately following the
reorganization will be substantially the same as those of Marquette
immediately before the consummation of the reorganization, all of
which will be shown on the stock holding company's books at their
historical recorded values. See "The Reorganization - Accounting
Treatment."

-5-

THE MEETING

PLACE, TIME AND DATE

A special meeting of the stockholders of Marquette will be held
on ___________, 2000, at ____, at _____ _.m. local time. This proxy
statement/prospectus is being sent to stockholders and accompanies a
form of proxy which Marquette is soliciting for use at the meeting and
at any adjournment or postponement of the meeting.

MATTERS TO BE CONSIDERED

Stockholders of Marquette are being asked to approve the
reorganization agreement, which the board of directors unanimously
approved on December 14, 1999. Under the reorganization agreement,
Marquette will become a wholly owned subsidiary of the stock holding
company, which will be majority owned by Marquette Financial. Also,
each outstanding share of Marquette's common stock will be converted
automatically into one share of common stock of the stock holding
company. Stockholders also will consider and vote upon other matters
as may properly be brought before the meeting. As of the date of this
proxy statement/prospectus, Marquette knows of no business to be
presented for consideration other than the matters described in this
proxy statement/prospectus.

RECORD DATE AND VOTING RIGHTS

Marquette has fixed the close of business on ________ __, 2000 as
the record date for the determination of Marquette's stockholders
entitled to notice of, and to vote at, the special meeting. Only
holders of record of shares of Marquette common stock at the close of
business on this date will be entitled to notice of, and to vote at,
the special meeting. As of the record date, there were _________
shares of Marquette common stock outstanding and entitled to be voted.
The presence, in person or by proxy, of the holders of at least a
majority of the shares of common stock entitled to vote at the special
meeting is necessary to constitute a quorum. In the absence of a
quorum, it is expected that the meeting will be adjourned or postponed
by stockholders entitled to vote at the meeting in person or by proxy
to solicit additional proxies. Abstentions and broker non-votes will
be treated as shares present at the meeting for determining the
presence of a quorum. Brokers holding shares of record for customers
are not entitled to vote on the reorganization agreement proposal
unless they receive voting instructions from their customers. "Broker
non-votes" means the votes that could have been cast on the
reorganization agreement by brokers regarding uninstructed shares if
the brokers had received their customers' instructions.

Each stockholder will be entitled to one vote for each share held
of record on the reorganization agreement at the special meeting and
at any adjournment or postponement.

-6-

VOTE REQUIRED

The affirmative vote of the holders of two-thirds of the
outstanding shares of Marquette common stock is required for the
approval of the reorganization agreement. ABSTENTIONS AND BROKER NON-
VOTES WILL HAVE THE SAME EFFECT AS VOTES AGAINST THE APPROVAL OF THE
REORGANIZATION AGREEMENT.

VOTE BY MARQUETTE FINANCIAL AND ALL MARQUETTE DIRECTORS AND EXECUTIVE
OFFICERS

As of November 30, 1999, Marquette Financial owned approximately
56 percent and all directors and executive officers of Marquette owned
approximately 4.3 percent of the shares of common stock entitled to
vote at the special meeting. Marquette Financial and all directors
and executive officers of Marquette have indicated to Marquette that
they intend to vote these shares FOR the approval of the
reorganization agreement, ensuring a quorum at the special meeting,
and increasing the likelihood of the approval of the reorganization
agreement.

PROXIES

Shares of common stock represented by properly executed proxies
received by Marquette before or at the meeting will, unless these
proxies have been revoked, be voted at the meeting and any adjournment
or postponement, according to the instructions indicated in the
proxies. IF NO INSTRUCTIONS ARE GIVEN ON A PROPERLY EXECUTED PROXY,
THE SHARES WILL BE VOTED FOR APPROVAL OF THE REORGANIZATION AGREEMENT.

A proxy may be revoked at any time before it is voted by:

* filing a written notice of revocation of the proxy bearing a
later date than the date of the proxy or a later dated proxy
relating to the same shares with Mr. Gary J. Sparza,
Secretary of Marquette, at 10533 West National Avenue, West
Allis, Wisconsin 53227; or

* attending the special meeting and voting in person.

Attendance at the meeting will not in itself constitute the revocation
of a proxy.

If any other matters are properly presented at the meeting for
consideration, the persons named in the proxy or acting under the
proxy will have discretion to vote on these matters according to their
best judgment. If a proposal to adjourn the meeting is properly
presented, however, the persons named in the enclosed form of proxy
will not have discretion to vote in favor of the adjournment proposal
any shares which have been voted against the approval of the
reorganization agreement. As of the date of this proxy

-7-

statement/prospectus, Marquette knows of no other matters to be
presented at the meeting.

In addition to solicitation by mail, directors, officers and
employees of Marquette, who will not be specifically compensated for
these services, may solicit proxies from the stockholders of
Marquette, personally or by telephone, telegram or other forms of
communication. Brokerage houses, nominees, fiduciaries and other
custodians will be requested to forward soliciting materials to
beneficial owners and will be reimbursed for their reasonable expenses
incurred in sending this material to beneficial owners. Firstar Trust
Company, Marquette's transfer agent, will perform some of these
functions. Marquette will bear its own expenses in connection with
the solicitation of proxies for the meeting.

HOLDERS OF COMMON STOCK ARE REQUESTED TO COMPLETE, DATE AND SIGN
THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-
PAID ENVELOPE.

-8-

VOTING SECURITIES AND PRINCIPAL HOLDERS

Stockholders of record as of the close of business on the record
date, which is ________ __, 2000, are entitled to one vote for each
share of common stock then held. As of the record date, Marquette had
_________ shares of common stock issued and outstanding.

The following table sets forth, as of November 30, 1999,
information as to the number of shares of common stock beneficially
owned by each person or entity known by Marquette to beneficially own
in excess of 5 percent of the outstanding shares of common stock and
all directors and executive officers of Marquette as a group.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP<1> PERCENT
------------------- ---------------------- -------
<S> <C> <C> <C>
PRINCIPAL STOCKHOLDER:
Marquette Financial, M.H.C. 1,329,531 56.00
10533 West National Avenue
West Allis, Wisconsin 53227

ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP 101,615 4.30
(7 PERSONS):
</TABLE>

__________________________

<F1> Unless otherwise indicated, the nature of beneficial ownership
for shares shown in this column is sole voting and investment
power.

-9-

MANAGEMENT

The table below describes, as of November 30, 1999, the name and
age of, and information regarding the number of shares of common stock
beneficially owned by, each Marquette director and executive officer.
<TABLE>
<CAPTION>
Amount and
Current Nature of
Positions Held Director Term Beneficial
Name<1> Age at Marquette Since to Expire Ownership<2> Percent
----- --- -------------- -------- --------- ------------- -------
<S> <C> <C> <C> <C> <C> <C>
President, Chief
Richard A. 59 Executive Officer, 1982 2001 10,434 (0.44) *
Knisbeck<3> Chairman of the Board
and Director

Rhody J. 60 Director 1977 2002 18,227 (0.77) *
Megal<4>
Joseph H. 67 Director 1989 2002 14,215 (0.60) *
Morgan<5>

Don M. Janke 73 Director 1967 2000 27,427 1.15

Frederick L. 69 Director 1974 2001 25,427 1.07
Berndt<6>

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Gary J. Sparza 41 Senior Vice President N/A N/A 5,031 (0.21) *
and Secretary

Thomas X. Gatlin 56 Treasurer and N/A N/A 854 (0.04) *
Controller
</TABLE>
_________________________
* Less than 1 percent.
<F1> The mailing address for each person listed is 10533 West National
Avenue, West Allis, Wisconsin 53227. Each director and each
executive officer of Marquette also is a director and executive
of the same office of Marquette Financial.
<F2> See definition of "beneficial ownership" in the table in "Voting
Securities and Principal Holders."
<F3> Mr. Knisbeck also is an executive officer. Of the 10,434 shares
beneficially owned by Mr. Knisbeck, 5,000 are held jointly with
his wife, Rosalie H. Knisbeck and 1,200 are held individually by
Rosalie H. Knisbeck.
<F4> Of the 18,227 shares beneficially owned by Mr. Megal, 14,675 are
held jointly with his wife, Carolyn Megal and 3,125 are held
individually by Carolyn Megal.
<F5> The 14,215 shares reported as beneficially owned by Mr. Morgan
are held jointly with his wife, Joan V. Morgan.

-10-

<F6> The 25,427 shares reported as beneficially owned by Mr. Berndt
are held jointly with his wife, Alberta Berndt.

DIRECTORS AND EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

The business experience for the past five years of each of the
current directors and executive officers who are not directors is as
follows.

DIRECTORS. Mr. Knisbeck has been affiliated with Marquette since
October, 1965, and assumed the position of President and Chief
Executive Officer of Marquette in January, 1991. He was elected as
Chairman of the Board in August, 1998.

Mr. Megal has been President of Megal Development Corp., a real
estate development company, and Megal Construction Co., a general
contractor, for more than the past five years.

Mr. Morgan is Director of International Marketing of Wixon
Industries, a manufacturer of spices, seasonings, chemicals, and
flavors of pharmaceuticals. Before becoming director of International
Marketing, he was President of Wixon Industries for more than the past
five years.

Mr. Janke has been retired for more than the past five years.
Mr. Janke retired in 1991 as President of Marquette after 32 years
with Marquette.

Mr. Berndt has been retired since November, 1997. From 1953
through November, 1997, he was President of Berndt Buick Co., an auto
dealership.

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS. Gary J. Szpara has
held the positions of Senior Vice President and Secretary of Marquette
since January, 1991.

Thomas X. Gatlin has held the positions of Treasurer and
Controller of Marquette since November, 1995. Mr. Gatlin served as
Vice President, Administration - Commercial Real Estate for Firstar
Bank in Milwaukee, Wisconsin for more than three years before
November, 1995. He also served as Treasurer and Secretary of Firstar
Mortgage Corp.

EXECUTIVE COMPENSATION

The table below shows the total amount of cash compensation
awarded to, earned by or paid to the person who held the position of
Chief Executive Officer of Marquette during the fiscal years ended
March 31, 1999, 1998, 1997. No other officers of Marquette received
compensation in excess of $100,000 during the fiscal year ended March
31, 1999.

-11-

<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------------------- ----------------------

Restricted Securities
Name and Other annual stock underlying All other
Principal Position Year Salary Bonus compensation award options(#) compensation
------------------ ---- ------ ----- ------------ ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard A. Knisbeck 1999 $118,575 $14,100 $16,250<1> $110,754<2> 26,680<3> $24,284<4><5>
President and Chief 1998 113,225 25,680 15,825<1> - - 26,838<5>
Executive Officer 1997 108,000 18,360 13,275<1> - - 231<5>
</TABLE>
-------------------------------

<F1> Consists solely of directors' fees.

<F2> Consists of an award on August 12,1998 of 10,670 shares of common
stock at $10.38 per share, the average price of Marquette's
common stock for the 20 business day period before the award,
under Marquette's Management Development and Recognition Plan.
These shares vest over a five year period from the date of grant
with 20 percent vesting on each anniversary date of the initial
grant date.

<F3> Consists of a grant of 26,680 options granted on August 12, 1998
at an exercise price of $10.38 per share, the average price of
Marquette's common stock for the 20 business day period before
the award, under Marquette's 1998 Stock Option and Incentive
Plan. These options vest over a five year period from the date
of grant with 20 percent vesting on each anniversary date of the
initial grant date.

<F4> Includes an ESOP allocation of 1,244 shares having a market value
of $7.50 per share or approximately $9,330 at the date of
allocation.

<F5> Contributions by Marquette to the Profit Sharing Plan on Mr.
Knisbeck's behalf.

-12-

The following table indicates information regarding the fiscal
year end values of Marquette's option grants under its stock option
plan.

<TABLE>
<CAPTION>
Potential realizable
value at assumed annual
rates of stock price
appreciation for option
Individual Grants term<1>
--------------------------------------------------------------- -----------------------

Percent of total Exercise
Number of options granted or base
securities to employee in price Expiration
Name underlying options fiscal year ($/sh) date 5% ($) 10% ($)
----- ------------------ ---------------- -------- ---------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Knisbeck 26,680 25% $10.38 8/12/08 $451,103 $718,307
President and Chief
Executive Officer
</TABLE>

<F1> Options were granted on August 12, 1998 at the average price of
Marquette's common stock for the 20 business day period before the
award, $10.38. The options have a 10-year term. The amounts included
assume that the market price of the common stock underlying the option
appreciates annually in value from the date of the grant to the end of
the option term at a compounded rate of either 5 percent or 10 percent
as indicated in the columns. There can be no assurance that the
common stock will appreciate annually at a compounded rate of 5
percent or 10 percent.

The following table shows information regarding the fiscal year
end values of unexercised options under Marquette's stock option plan.

<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-the-
Underlying Unexercised Money Options at
Options at Fiscal Year End Fiscal Year End<1>
-------------------------- ----------------------------

Shares
acquired Value
Name on exercise received Exercisable Unexercisable Exercisable Unexercisable
----- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Knisbeck 0 0 0 26,680 0 0
President and Chief
Executive Officer
</TABLE>

<1> This amount represents the difference between the market value of
one share of Marquette common stock on March 31, 1999, $7.50, and the

-13-

option exercise price, $10.38, multiplied by the total number of
shares relating to exercisable or unexercisable options.

SALARY CONTINUATION AGREEMENTS

Marquette has entered into executive employee salary continuation
agreements with each of Richard A. Knisbeck, President and Chief
Executive Officer and current Chairman of the Board, Gary J. Szpara,
Senior Vice President and Secretary, and Don M. Janke, a former
officer of Marquette. These agreements provide benefits upon
retirement, death, disability or other termination of employment.
Marquette commenced payments under Mr. Janke's agreement on April
1,1991 under its terms.

Under the terms of each agreement, the executives or their
beneficiaries are entitled to receive annual payments from Marquette
after retirement at age 65 or a reduced benefit if the executive
elects early retirement at any time between age 60 and age 65. If the
executive terminates his employment because of a disability, his
agreement continues and, if the executive dies while disabled and
during the disability, the executive or his beneficiary will receive
benefits under the agreement and is entitled to retirement benefits
under the agreement at retirement or early retirement. If the
executive dies while employed or disabled, or before receiving
payments for 180 months, or 120 months for Mr. Janke, the executive's
beneficiaries are entitled to the death benefits under the agreement.

Each agreement also provides for continuing benefits if the
executive is terminated, other than for "just cause" - willful and
continued failure to substantially perform his duties, other than as a
result of physical or mental illness, after demand has been made,
willful misconduct, criminal conviction involving the business or
affairs of Marquette or a felony or removal from office by a
regulatory agency. In these instances, the executive, or his
beneficiary, will receive a minimum of 180 monthly payments, or 120
monthly payments for Mr. Janke, under the agreement.

The estimated value of benefits to be derived under the
agreements is being charged to the expense of Marquette over the
normal retirement dates of the executives. The amount expensed was
approximately $67,956 in fiscal year 1999 and Marquette included
approximately $457,857 in accrued expense at March 31,1999 to provide
for future benefits under the agreements. Some benefits under the
agreements are intended to be funded from death benefits from life
insurance policies owned by Marquette insuring the lives of the
executives. The cash surrender value of these policies of $1,724,762
was recorded as an asset of Marquette at March 31, 1999.

EMPLOYMENT AGREEMENTS

Marquette has entered into employment agreements with Richard A.
Knisbeck, President and Chief Executive Officer, Gary J. Szpara,

-14-

Senior Vice President and Secretary, Thomas X. Gatlin, Treasurer and
Controller, each of which was effective as of January 21, 1998. Each
employment agreement provides that the individual will be employed for
a three-year term. This term may be extended for additional one-year
periods by action of the board of directors taken on each successive
anniversary of the effective date of the employment agreement. In
January 1999, the board extended each employment agreement for an
additional year. Each of Messrs. Knisbeck, Szpara and Gatlin may
terminate their employment agreements at any time upon 90 days prior
written notice to the board of directors. Under each employment
agreement, the base annual salary for the executive may be increased
from time to time during the term of the employment agreement in the
sole discretion of the board, but the executive's salary shall not be
reduced below the level then in effect. In addition, the executive
will be entitled to participate in incentive compensation plans or
arrangements as may from time to time be established by Marquette on a
basis consistent with the treatment of other executive officers of
Marquette, but recognizing differences in responsibilities among
executive officers. The executive also shall be entitled to receive
any other bonus or discretionary compensation payments as the board of
directors may determine from time to time. Under the employment
agreements, each executive also will be provided other benefits,
including medical, health, life and other insurance coverage, and will
be entitled to participate in Marquette's retirement plans, as are
generally made available to its other executive officers. During his
employment, each executive also will be entitled to customary
vacations under vacation policies and practices of Marquette
prevailing from time to time, and to reimbursement for reasonable
expenses incurred on behalf of Marquette under its then prevailing
policies and practices.

The employment agreements with Messrs. Knisbeck and Szpara are
coordinated with their salary continuation agreements as described
above. Each employment agreement provides for continuing benefits if
the executive is terminated by Marquette other than for "cause," if
the executive voluntarily terminates employment for "good reason," or
if, within one year after a "change of control" of Marquette, the
executive is terminated other than for cause, or if the executive
terminates his employment for "good reason." "Cause" and "good
reason" are defined in the same manner as in the salary continuation
agreements. If the executive is terminated without cause, or if he
terminates for good reason, he receives:

* all benefits due him under the salary continuation
agreements,

* his unpaid base salary and pro-rated incentive compensation
for the period of employment up to the date of termination,

* medical and other insurance coverage through the remaining
term of the employment agreement,

-15-

* any other benefit to which the executive is entitled by law
or the specific terms of Marquette's policies in effect at
the time of termination, and

* an amount equal to the product of Marquette's annual
aggregate contribution for the benefit of the executive in
the year preceding termination to all qualified retirement
plans in which the executive participated, multiplied by
three, calculated as if the executive's employment had not
been terminated.

If the executive is terminated by Marquette without cause or he
terminates voluntarily with good reason within one year after a change
of control, he will receive the benefits to which he is entitled under
the salary continuation agreement and, for the purposes of all
employee benefit plans, including health and life insurance and
incentive, pension and retirement plans, he will be given service
credit for and be deemed an employee of Marquette during the remaining
term of the employment agreement. If the aggregate payments and
benefits under the employment agreements and the salary continuation
agreements would constitute an "excess parachute payment" under
Section 280G of the Internal Revenue Code for either of Messrs.
Knisbeck and Szpara, the executive may have a 20 percent excise tax on
the "excess parachute payment" and Marquette would not be entitled to
a tax deduction on this amount.

The employment agreement with Mr. Gatlin provides for continuing
benefits if he is terminated by Marquette, other than for "just
cause," or if he voluntarily terminates the employment agreement for
"good reason." Under this employment agreement, "just cause" would
include personal dishonesty, incompetence, willful misconduct or
breach of a fiduciary duty involving personal profit in the
performance of his duties under the employment agreement, intentional
and continued failure to perform stated duties, willful violation of
any law, rule or regulation other than traffic violations or similar
offenses, final cease-and-desist order or material breach of any
provision of the employment agreement. Under this employment
agreement, "good reason" would be deemed to exist if the executive
terminated his employment because, without his express written
consent, Marquette breached any of the terms of the employment
agreement. If the executive is terminated within one year after a
"change of control" of Marquette, other than for "just cause" or if
the executive terminates his employment for "good reason," then
Marquette will pay to the executive a lump sum equal to 2.99 times the
"base amount," as that term is defined in Section 280G(b)(3) of the
Code, and will continue to provide coverage for the executive and his
dependents, beneficiaries and estate under all employment benefit
plans of Marquette for the remainder of the term of the employment
agreement. If payments and benefits under this employment agreement
would constitute an "excess parachute payment" under Section 280G,
then the payments and benefits will be reduced to one dollar less than

-16-

the maximum amount that Marquette may pay under Section 280G without
losing its ability to deduct these payments for tax purposes.

In general, for purposes of the employment agreements and the
salary continuation agreements, a "change of control" will be deemed
to occur when:

* Marquette stockholders approve a reorganization, merger or
consolidation, except in particular instances when majority
equity ownership interest would not change,

* a person or group of persons acting in concert acquires all
or substantially all of the assets of Marquette or
beneficial ownership of 20 percent or more of any class of
equity security, including Marquette common stock,

* a liquidation of Marquette occurs, or

* any event which results in a change in control of the
majority of the board of directors of Marquette occurs.

DIRECTORS' FEES

Directors of Marquette receive a fee of $1,200 per meeting
attended or excused absence for their services as directors at 14
regularly scheduled board meetings. Board members attend up to two
additional special meetings without compensation and then receive $250
per meeting for attending any additional special meetings. Committee
members who are not employees of Marquette receive $200 for each
committee meeting attended.

On August 12, 1998, non-employee directors of Marquette each were
granted 2,134 shares of common stock under Marquette's Management
Development and Recognition Plan and each were granted 5,336 stock
options to purchase Marquette common stock at an exercise price per
share of $10.38. Both the common stock grants and the stock option
grants vest over a five-year period, commencing on the first
anniversary of the grant date. In addition, Richard A. Knisbeck, the
Chairman of the Board, and the President and Chief Executive Officer,
was granted 10,670 shares of common stock under the management
recognition plan and was granted 26,680 stock options to purchase
Marquette common stock at an exercise price per share of $10.38.

Marquette directors may participate in Marquette's Director's
Deferred Compensation Plan, and defer meeting fees under its terms.

MARKET FOR THE COMMON STOCK

At the record date, Marquette had _____________shares of common
stock outstanding, of which Marquette Financial held ______ shares.
At the record date, there were approximately ______ holders of record
of Marquette common stock. There is no established market for

-17-

Marquette's common stock, excluding occasional quotations, although
Marquette's common stock is quoted on the OTC electronic bulletin
board under the symbol "MRQT." The table below reflects the dividend
payment frequency and the price range of the common stock of Marquette
from the quarter ended March 31, 1998 to the quarter ended December
31, 1999 and through ______ __, 2000. Stock prices reflect inter-
dealer prices, without retail markups, markdowns or commissions, and
may not represent actual transactions.

Quarter Ended Dividend High Low
------------- -------- ---- ---
<S> <C> <C> <C>
_________ ___, 2000 . . . . . . . . . . . . $0 $ __.__ $__.___
December 31, 1999 . . . . . . . . . . . . . 0 5.125 4.875

September 30, 1999 . . . . . . . . . . . . 0 7.500 6.250
June 30, 1999 . . . . . . . . . . . . . . . 0 7.500 6.625
March 31, 1999 . . . . . . . . . . . . . . 0 8.500 7.500
December 31, 1998 . . . . . . . . . . . . . 0 10.000 7.250

September 30, 1998 . . . . . . . . . . . . 0 11.922 8.000
June 30, 1998 . . . . . . . . . . . . . . . 0 14.250 11.359
March 31, 1998 . . . . . . . . . . . . . . 0 15.000 11.750
</TABLE>

DIVIDEND POLICY

Marquette has never paid any cash dividends on its capital stock.
If Marquette were to pay cash dividends in the future, Marquette
Financial could elect to waive the right to receive all dividends paid
by Marquette. OTS regulations would require Marquette Financial to
notify the OTS of any proposed waiver of the right to receive
dividends, and the right to waive any dividend would be conditioned
upon non-objection by the OTS.

BUSINESS

LENDING ACTIVITIES

COMPOSITION OF THE LOAN PORTFOLIO. Marquette's historical
lending strategy has focused primarily on the origination of
residential mortgage loans secured by one- to four-family homes and
multi-family properties. During the past five years, Marquette has
not actively pursued the origination of commercial business loans.
The lending area is comprised principally of the Wisconsin counties of
Milwaukee, Waukesha, Washington, Ozaukee and Racine, with the majority
of its loans originated by customers from or secured by property
located in these counties.

The following table shows the composition of the loan portfolio
by type of loan as of the dates indicated:

-18-

<TABLE>
<CAPTION>
At March 31,
-----------------------------------------------------------------------------
1999 1998 1997
(Dollars in Thousands)
-----------------------------------------------------------------------------

Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Mortgage loans:
One-to-four family<1> $27,049 41.8% $24,633 42.2% $24,670 42.6%
Multi-family 26,703 41.3 22,559 38.7 23,018 39.8
Commercial 6,195 9.6 7,048 12.1 6,225 10.8
------- ----- ------- ----- ------- ------
Total mortgage loans 59,947 92.7 54,240 93.0 53,913 93.2
Home equity and improvement 2,768 4.3 3,067 5.3 2,752 4.8
loans

Other loans 1,981 3.1 1,015 1.7 1,210 2.0
------- ----- ------- ------ ------- ------
Total loans 64,696 100.0% 58,322 100.0% 57,875 100.0%
Due to borrowers on construction
loans (1,728) (1,050) (1,022)
Accrued interest income 194 158 179
Allowance for possible loan
losses (233) (223) (209)
-------- ------- -------
Total loans receivable, net $62,930 $57,207 $56,823
======== ======= =======
</TABLE>
<F1> Includes construction loans converted to permanent loans.

ONE- TO FOUR-FAMILY RESIDENTIAL LENDING. One of the primary
lending activities of Marquette historically has been the extension of
first mortgage residential loans to enable borrowers to purchase
existing one- to four-family homes or to construct new one- to four-
family homes located in the Milwaukee metropolitan area and Racine
County. This type of lending includes both loans secured by detached
single-family residences and condominiums and loans secured by
individually owned residences in attached housing containing not more
than four separate dwelling units. At March 31, 1999, $20.6 million
or 31.8 percent, of Marquette's gross loan portfolio consisted of
loans secured by single-family homes and $6.5 million, or 10.1
percent, consisted of loans secured by two- to four-unit properties.
Management believes that its policy of focusing on residential
mortgage lending has been successful in contributing to interest
income while keeping delinquencies and losses to a minimum. At March
31, 1999, 1998 and 1997, approximately $27.1 million, $24.6 million,
and $24.7 million or 41.9 percent, 42.2 percent, and 42.6 percent of
the gross loan portfolio consisted of loans secured by one- to four-
family homes. Management estimates that the average size of a new

-19-

single-family residential first-mortgage loan in its market area is
approximately $130,000. Virtually all of these first mortgage loans
were secured by properties located in Milwaukee, Waukesha and Racine
counties in Wisconsin.

Because of the highly competitive mortgage market in which
Marquette originates loans, Marquette offers a variety of mortgage
products with a variety of interest rates, maturities, fees or other
origination terms. Of Marquette's one- to four-family mortgage loans
outstanding at March 31, 1999, $10.2 million, or 37.8 percent, were
fixed-rate loans, $15.6 million, or 57.6 percent, were adjustable-rate
loans and $1.2 million, or 4.6 percent, were balloon loans.

Marquette's fixed-rate residential mortgage loans are
competitively priced based on market conditions and its cost of funds.
At March 31, 1999, Marquette offered fixed-rate residential mortgage
loans with terms of 10, 15 and 30 years. To manage interest rate
risk, Marquette may sell fixed-rate residential mortgage loans with
amortizations greater than 10 years in the secondary market to private
investors. For the fiscal year ended March 31, 1999, originations of
fixed-rate mortgage loans with amortizations greater than 10 years
constituted all fixed-rate mortgage loans originated.

Marquette offers ARMs with an initial adjustment period of one,
two, three or five years, an additional one-year adjustment period,
and maturities of up to 30 years. Its current emphasis is on the
three-year ARM. Interest rates on ARMs currently offered are adjusted
at the beginning of each adjustment period based upon a fixed spread
above the National Monthly Median Costs of Funds. ARMs generally have
limitations on interest rate increases of 1.5 percent per adjustment
period and an approximate aggregate adjustment of 6 percent over the
life of the loan.

The volume and types of ARMs originated by Marquette have been
affected by market factors, including the level of interest rates,
competition, consumer preferences and the availability of funds. In
general, consumers show a preference for ARMs in periods of high
interest rates and for fixed-rate residential mortgage loans in
periods of low interest rates. During periods of falling interest
rates, Marquette may experience refinancing activity from ARMs to
fixed-rate residential mortgage loans.

ARMs generally involve credit risks different from those inherent
in fixed-rate mortgage loans, primarily because if interest rates
rise, the underlying payments of the borrower rise, increasing the
potential for default. Management has attempted to minimize this risk
by qualifying borrowers at the fully indexed rate of interest payable
under the terms of the ARM at the time of the loan application.

Marquette also offers loans that provide for balloon payments,
commonly called balloon loans, under which the interest rate and
monthly payments are fixed for the first three to ten years of the

-20-

mortgage loan and then the loan adjusts according to the ARM terms of
its contractual note at the end of the third to tenth year, and then
annually until the maturity date of the balloon note. Typically,
these balloon loans provide for a fifteen year term with an
amortization period of up to 25 years. Additionally, Marquette may
provide shorter term balloon financing with similar features as the
balloon type but the loan has a term of two or three years when the
loan becomes due and payable in full. Typically, shorter term balloon
loans are reserved for subdivision construction loans in which
interest only is paid until the due date. All balloon loans are
extendable or renewable at Marquette's discretion.

Marquette continues to originate and retain ARM loans, and to a
lesser extent, balloon loans. Due to the changing rate environment,
however, Marquette is retaining more fixed rate mortgage loans in its
portfolio. In an environment of stable interest rates, customer
interest shifts from adjustable rate mortgage products to fixed rate
products, with demand shifting to the 15 year term, and away from the
30 year term.

Residential mortgage loans are generally underwritten to Federal
Home Loan Mortgage Corporation guidelines. The loan-to-value ratio
for first mortgage residential loans made by Marquette is typically 80
percent to 95 percent. If the loan-to-value ratio exceeds 80
percent, Marquette requires private mortgage insurance to cover the
excess over 80 percent. If private mortgage insurance is obtained,
the mortgage is limited to 95 percent of the appraised value.
Marquette requires title insurance and hazard insurance coverage of
the property securing any mortgage loan originated. All of
Marquette's mortgage loans contain due-on-sale clauses which provide
that if the mortgagor sells, conveys or alienates any interest in the
property underlying the mortgage note, Marquette has the right at its
option to declare the note immediately due and payable without notice.
Marquette's practice is to enforce due-on-sale clauses to the extent
permitted by law.

Marquette actively solicits construction loans on owner occupied
one- to four-family residences. Residential construction loans are
underwritten simultaneously with the permanent first mortgage loan and
terminate once the dwelling is completed. Marquette makes
construction loans primarily for the construction of owner-occupied
single family dwellings. Construction loans have a set term for
construction of the dwelling and are converted automatically to long
term mortgage loans when the dwelling is completed. Construction
loans are generally made with construction terms of nine months or
less and with adjustable interest rates that are tied to a market
index. One loan of this type aggregating $567,000 was outstanding at
March 31, 1999. Loan to value ratios on construction loans generally
do not exceed 90 percent at the time of origination as determined by
an appraisal of the collateral as if the improvements were complete.

-21-

Construction lending is generally considered to involve a higher
degree of credit risk than residential mortgage lending. Marquette's
risk of loss on a construction loan depends largely upon the accuracy
of the initial estimate of the property's value at completion of
construction and the estimated cost, including interest, of
construction. If the estimate of value proves to be inaccurate,
Marquette may be confronted with, at or before the maturity of the
loan, loan security with a value which is insufficient to assure full
repayment. In addition, construction lending entails the risk that
the project may not be completed due to cost overruns or changes in
market conditions.

MULTI-FAMILY RESIDENTIAL LENDING. At March 31, 1999, 1998 and
1997, approximately $26.7 million, $22.6 million, and $23.0 million,
or 41.4 percent, 38.7 percent, and 39.8 percent of Marquette's gross
loan portfolio consisted of loans secured by multi-family residential
real estate. At March 31, 1999, Marquette had a total of 90 multi-
family loans, substantially all of which were secured by properties
located within its market area. Marquette's multi-family loans had an
average principal balance of $297,000 at March 31, 1999, and the
largest multi-family loan held in its portfolio had a principal
balance of $1.3 million. Multi-family loans are generally offered
with adjustable rates tied to a market index. The interest rates on
these loans are adjustable annually, after an initial minimum one
year, at periods for up to ten years, following origination during
which a fixed interest rate applies. Multi-family loans also may have
balloon terms. Under Marquette's current lending policies, multi-
family real estate loans are generally limited to 80 percent of the
appraised value of the property.

In addition to originating multi-family loans, Marquette also
purchases and sells participation interests in these loans. Marquette
only purchases participation interests in multi-family loans that meet
its underwriting standards. It believes that the purchase of these
interests results in a greater diversification of its loan portfolio
and overall lower credit risk. Marquette also sells participation
interests in multi-family loans which it has originated. Its business
strategy in selling these interests is to spread any credit risk
associated with the loan among several institutions. Often,
participation interests are sold to permit Marquette to originate
loans in excess of its loans-to-one borrower limit.

Loans secured by multi-family real estate are generally larger
and involve a greater degree of risk than one- to four-family
residential mortgage loans. The increased credit risk is a result of
several factors, including the concentration of principal in a smaller
number of loans and borrowers, the effects of general economic
conditions on income producing properties and the increased difficulty
in evaluating and monitoring these types of loans. Furthermore, the
repayment of loans secured by multi-family properties is typically
dependent upon the successful operation of the related property. If
the cash flow from the property is reduced, the borrower's ability to

-22-

repay the loan may be impaired. Marquette generally attempts to
mitigate the risks associated with multi-family residential lending by
lending only in its market area and lending only to individuals who
have an established relationship with Marquette and/or substantial
ties to the local community. In addition, Marquette requires rent
assignments and personal guarantees.

COMMERCIAL REAL ESTATE LENDING. In recent years, Marquette has
originated commercial real estate loans on a limited basis. For the
years ended March 31, 1999, 1998, and 1997, its commercial real estate
loan originations were $319,000, $1,250,000, and $518,000. At March
31, 1999, 1998 and 1997, its commercial real estate loan portfolio
amounted to $6.2 million, $7.0 million, and $6.2 million, or 9.6
percent, 12.1 percent, and 10.8 percent of its gross loan portfolio as
of those dates, consisting primarily of loans secured by office
buildings, small warehouses and small industrial/manufacturing
buildings. At March 31, 1999, substantially all of Marquette's
commercial real estate loans were secured by properties located within
its market area, and in management's opinion, consisted primarily of
seasoned loans. Commercial real estate loans are generally offered
with adjustable rates tied to a market index for terms of 10 to 25
years, with adjustment periods from 1 to 7 years.

Marquette's practice has been to underwrite these loans based
primarily on its analysis of the amount of cash flow generated by the
business in which the real estate is used and the resulting ability of
the borrower to meet its payment obligations. Although these loans
are secured by a first mortgage on the underlying property, Marquette
also generally seeks to obtain a personal guarantee of the loan by the
owner of the business in which the property is used and/or the owner
of the real estate, if not the same. Generally, Marquette makes
commercial real estate loans up to 75 percent of the appraised value
of the property securing the loan.

Marquette also purchases and sells participation interests in
commercial real estate loans for the same reasons it engages in the
practice regarding multi-family loans. Commercial real estate loans,
like multi-family loans, generally entail significant additional risks
as compared to one- to four-family residential mortgage lending and
carry larger loan balances.

MULTI-FAMILY AND COMMERCIAL REAL ESTATE CONSTRUCTION AND LAND
DEVELOPMENT LOANS. Marquette provides construction loans secured by
multi-family projects and commercial real estate and land development
loans. As of March 31, 1999, 1998 and 1997, Marquette had multi-
family and commercial construction and land development loans totaling
$319,000, $504,000, and $2,100,000 or 0.5 percent, 0.9 percent and 2.1
percent of the gross loans.

Construction loans secured by multi-family projects generally
involve the construction of 8 to 30 unit apartment complexes. The
construction loans secured by commercial real estate properties

-23-

normally include office and small office warehouse/light industrial
buildings. Marquette will originate land development loans to local
developers for development of the land. Construction loans secured by
multi-family projects or commercial real estate and land development
loans typically are made to existing customers and involve developers
and contractors known to Marquette. Marquette also may purchase
theses loans in the form of a participation interest from local
financial institutions. The multi-family and commercial real estate
construction loans generally are originated as two to seven year ARM
loans, whereas land development loans are generally originated as two
or three year balloon loans, with the interest rate fixed for the loan
term.

Interest only payments are made during the construction period
term, which is typically 9 to 18 months, depending on size and
complexity of the project, for multi-family and commercial real estate
construction loans. Interest only is collected during the
construction phase with amortization beginning when complete. These
loans may have balloon payments due in typically a 5 to 10 year term
with amortization calculated on a 15 to 30 year basis. Generally,
these loans are made in amounts not exceeding 80 percent of an
independent appraisal for multi-family or commercial real estate loans
and 75 percent of independent appraisal for land development loans.
Marquette generally engages a title insurance company to monitor
draws, disbursements and inspections for these loans to ensure that
work has progressed sufficiently to warrant disbursement of funds and
proper lien waivers have been secured. A Phase I environmental
assessment before commitment is generally requested for multi-family
and commercial real estate construction loans and land development
loans.

HOME EQUITY AND IMPROVEMENT LOANS. Marquette originates loans
secured by second liens on residential real estate. At March 31,
1999, 1998 and 1997 its portfolio of home equity and improvement loans
totaled approximately $2.8 million, $3.1 million, and $2.8 million, or
4.3 percent, 5.3 percent, and 4.8 percent of the gross loan portfolio.
Home equity and improvement loans are generally offered as adjustable-
rate "home equity lines of credit" or may also be offered as fully
amortizing fixed-rate loans for terms up to 10 years. The maximum
total loan-to-value ratio, taking into account all liens on the
property securing the loan, for second mortgage loans secured by one-
to four-family residential properties, is 90 percent. The net
decrease in Marquette's home equity lines of credit was $299,000 for
the fiscal year ended March 31, 1999, and a net increase of $315,000,
and $119,000 for the fiscal years ended March 31, 1998 and 1997. The
underwriting standards for home equity and improvement loans are
substantially the same as those for residential mortgage loans.

OTHER LENDING ACTIVITIES. At March 31, 1999, 1998 and 1997,
approximately $2,000,000, $1,000,000, and $1,200,000, or 2.8 percent,
1.7 percent, and 2.0 percent, of Marquette's gross loan portfolio
consisted of loans secured by joint home and business, land

-24-

acquisition and development, unimproved land, savings accounts, motor
vehicles, and commercial loans.

LOAN SOLICITATION AND PROCESSING. Marquette receives loan
applications from a number of sources, including existing or past
customers, residents of the communities located in the its primary
market area, and prospective borrowers who have been referred by real
estate brokers or builders. Marquette's officers routinely provide
real estate brokers with mortgage rate sheets and generally stay in
contact with brokers regarding potential new residential mortgage
loans. In the past four years, Marquette has also employed a loan
officer to call on individuals, brokers and other related
professionals to obtain loans. Marquette advertises its products and
services in local newspapers circulated in its primary market area and
solicits its present customer base through statement stuffers and from
walk-in traffic through brochures and lobby signs.

On receipt of a completed loan application from a prospective
borrower, Marquette obtains a credit report from a credit reporting
agency and, depending on the type of loan, verifies employment, income
and other financial information received from the prospective borrower
and requests additional financial information, if necessary. For all
of its one- to four-family mortgage loans, Marquette requires an
internal estimate of value prepared by its officers for loans with low
loan to value ratios or requires an appraisal of the real estate
securing the loan conducted by an outside appraiser approved by the
board of directors. Marquette maintains a list of qualified
appraisers approved by its board. For loans other than one- to four-
family mortgage loans in amounts of $75,000 or less secured by real
estate, which would generally include home equity and improvement
loans, Marquette only requires an internal estimate of value prepared
by its officers. Once this information and the appraisals are
complete, the application is submitted for underwriting by designated
staff. The application, together with the underwriter's
recommendations, is then forwarded for review and action to the
appropriate loan officer or the loan committee of the board,
depending on the size and nature of the loan. The loan committee
meets on a monthly basis.

Normally, upon approval of a residential mortgage loan
application, Marquette gives a commitment to the applicant that it
will make the approved loan at a stipulated rate at any time within a
30-day period from the date the application is approved. The loan is
typically funded at a rate of interest and on other terms based on
market conditions as of the date of the commitment.

LOAN ORIGINATIONS, PURCHASES AND SALES. For the past five years,
Marquette has not purchased whole loans originated by other financial
institutions and has sold whole loans on a limited basis. Its general
policy is to retain for its portfolio all ARMs, balloon loans and one-
to four-family fixed-rate mortgage loans with maturities of 10 years
or less that it originates. To manage interest rate risk, from time

-25-

to time, Marquette may sell one- to four-family fixed-rate mortgage
loans with maturities over 10 years that it originates in the
secondary market to private investors. It generally does not retain
the servicing rights on sold loans.

During the past three years, Marquette has actively purchased
participation interests in loans originated by other local financial
institutions. Collateral has included multi-family and commercial
real estate. The maximum interest that it will purchase under current
policy is $1,500,000; however, the purchases generally do not exceed
$1,000,000. Marquette has also been active in the sale of
participation interests in its multi-family and commercial real estate
loans. It generally maintains at least a 25 percent interest in the
underlying loan relative to the participation. Marquette's strategy
in selling participation interests is to spread any credit risk
associated with the loan among several institutions, and, often,
participation interests are sold to permit it to originate loans in
excess of its loans-to-one borrower limit.

The following table shows total loans originated, sold and repaid
during the periods indicated. Marquette did not convert any loans to
mortgage-backed securities during these periods.

-26-

<TABLE>
<CAPTION>
For the Fiscal Year Ended March 31,
-----------------------------------------------------
1999 1998 1997
---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C>
Total loans at beginning of period $58,322 $57,875 $57,079

Loans originated:
Mortgage loans:
One-to-four-family<1> 12,560 6,954 5,201
Multi-family 7,782 4,281 4,527
Commercial 319 1,250 518
------- ------- -------
Total mortgage loans originated 20,661 12,485 10,246

Home equity and improvement loans 458 730 1,817
Other loans 294 224 36
------- ------- -------
Total loans originated 21,413 13,439 12,099

Loans purchased:
Mortgage loans:

One-to-four-family<1> - - -
Multi-family 400 - -
Commercial - - 250
------- ------- -------
Total mortgage loans originated 400 - 250
Home equity and improvement loans - - -

Other loans - - -
------- ------- -------
Total loans purchased 400 - 250

Loans sold:
Total whole loans sold 1,941 1,924 1,963
Participation loans 0 660 1,213

Total other loans - - -
------- ------- -------
Total loans sold 1,941 2,584 3,176

Loan principal repayments 13,498 10,378 8,377
------- ------- -------

Net loan activity 6,374 447 796

Total gross mortgage loans at the end of period $64,696 $58,322 $57,875
======= ======= =======
</TABLE>
<F1> Includes construction loans converted to permanent loans.

-27-

CONTRACTUAL PRINCIPAL REPAYMENTS. The following table indicates
the scheduled contractual amortization of loans at March 31, 1999 and
the dollar amount of the loans then that are scheduled to mature after
one year that have fixed or adjustable interest rates. Demand loans,
loans having no stated schedule of repayment and no stated maturity
and overdraft loans are reported as due in one year or less.

<TABLE>
<CAPTION>
At March 31, 1999
--------------------------------------------------------------------------------
One-to Four-
Family Multi-Family Commercial Home Equity
Mortgage Mortgage Mortgage and Improve- Other Total
Loans Loans Loans ment Loans Loans Loans
------------ ------------ ---------- ------------ ----- -----
<S> <C> <C> <C> <C> <C> <C>
Amounts due within one year $2,279 $1,248 $362 $2,104 $1,107 $6,950

Amounts due:
After one year through three
years 2,054 2,563 809 265 201 5,892
After three years through
five years 2,067 2,557 882 166 122 5,794
After five years through ten
years 5,157 5,584 1,274 219 321 12,555
After ten years through
fifteen years 6,050 6,442 1,930 12 178 14,612

After fifteen years 9,443 8,309 938 2 51 18,743
------- ------- ------ ------ ------ -------
Total due after one year 24,771 25,455 5,833 664 873 57,596
------- ------- ------ ------ ------ -------
Total amounts due, gross $27,050 $26,703 $6,195 $2,768 $1,981 $64,696
======= ======= ====== ====== ====== =======

Amounts due after one year:
Fixed $9,705 $962 $1,603 $664 $263 $13,197

Adjustable 15,066 24,493 4,230 0 610 44,399
</TABLE>

As of March 31, 1999, the average remaining term to maturity of
Marquette's residential mortgage loans was 212 months. While most of
its one- to four-family residential mortgage loan at March 31, 1999
were originated with 30-year terms, the loans customarily remain
outstanding for substantially shorter periods because borrowers often
prepay their loans in full upon sale of the property securing the loan
or upon refinancing the original loan. Average loan maturity is a
function of the level of purchase and sale activity in the real estate
market, prevailing interest rates and the interest rates payable on
outstanding loans. As a general rule, when interest rates decline,
borrowers refinance their existing residential mortgage loans.

-28-

LOAN COMMITMENTS. Normally, upon approval of a residential
mortgage loan application, Marquette gives a written commitment to the
applicant that it will make the approved loan at a stipulated rate at
any time within a 30-day period from the date the application is
approved if specified conditions are satisfied. Marquette had
outstanding loan commitments of approximately $552,000 at March 31,
1999. At March 31, 1999, it also had commitments under unused lines
of credit, including home equity lines of credit, of $1,900,000. In
the opinion of management, these loan commitments, including
undisbursed proceeds on loans in process, represent no more than
normal lending risk and will be funded from normal sources.

LOAN ORIGINATION AND OTHER FEES. In addition to interest earned
on loans, Marquette receives income through fees charged relating to
loan modifications, late payments, prepayments, loan originations and
miscellaneous services related to its loans. The fees vary and depend
on the supply of funds, the volume of loan originations and other
competitive conditions in the mortgage market.

Marquette does not charge origination fees regarding one- to
four-family residential loans. A one half to one point origination
fee, however, is generally quoted on its non-owner occupied multi-
family loans. A "point" is equal to 1 percent of the principal amount
of the loan. The point structure offered may vary, depending upon the
type of residential mortgage loan being made, the interest rate
offered and other competitive factors. A borrower is also required to
reimburse Marquette for some out-of-pocket expenses incurred for
processing and closing a loan, including the cost of independent
appraisals, credit reports, title insurance, and private mortgage
insurance.

LOANS TO ONE BORROWER. Marquette generally has the same loans-
to-one borrower limits as national banks. With some exceptions, loans
and extensions of credit outstanding at one time to one borrower,
including related entities, may not exceed 15 percent of the its
unimpaired capital and surplus, plus 10 percent of unimpaired capital
and surplus for loans fully secured by readily marketable collateral.
At March 31, 1999, its lending limit for loans to one borrower was
approximately $3.0 million. At March 31, 1999, its three largest
outstanding loans to single borrowers consisted of multi-family loans
in the amounts of $1,241,969, $1,138,160 and $1,050,119 secured by a
77-unit apartment building on the near northside of Milwaukee,
Wisconsin, a 67-unit apartment building located on the near north side
of Milwaukee, Wisconsin and a 32-unit apartment building located in
Watertown, Wisconsin. Each loan was current as of that date and
within the lending limit.

DELINQUENCIES. Marquette's collection procedures for delinquent
loans include written notice of delinquency and contact by letter or
telephone by its personnel. Most loan delinquencies are cured within
90 days and no legal action is taken. Regarding residential mortgage
loans and home equity and improvement loans, if the delinquency

-29-

exceeds 90 days, Marquette institutes measures to enforce its remedies
resulting from the default, including mailing a 30 day notice of the
commencement of a foreclosure action. Marquette handles delinquencies
involving its multi-family and commercial real estate loans on a case-
by-case basis.

Mortgage loan delinquencies at March 31, 1999, for loans 60 to 89
days delinquent included five loans of less then $73,000 each, and
those loans 90 to 179 days delinquent included one loan of $330,000.
No loss on these loans is expected.

At March 31, 1999, 1998 and 1997, delinquencies in the loan
portfolio were as follows. Marquette discontinues the accrual of
interest on loans when the borrower is delinquent as to a
contractually due principal or interest payment by 90 days or more.

-30-

<TABLE>
<CAPTION>
At March 31, 1999
----------------------------------------------------------------------
60-89 Days 90-179 Days 180 Days or More
---------- ----------- ----------------
Number Principal Number Principal Number Principal
of Balance of of Balance of Balance
Loans Loans Loans of Loans Loans of Loans
------ ---------- ------ --------- ------ ---------

(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Mortgage loans:
One-to-four-family<1> 5 $257 3 $331 0 $0

Multi-family 2 13 - - 0 0
Commercial - - - - - -
---- ---- ---- ----- ---- ----
Total mortgage loans 7 270 3 331 0 0
Home equity and improvement loans - - - - - -

Other loans - - - - - -
---- ---- ---- ----- ---- ----
Total delinquent loans 7 $270 3 $331 0 $0
==== ==== ==== ===== ==== ====
Total gross loans 807 $64,546

Delinquent loans to gross loans 9 0.93%

At March 31, 1998
----------------------------------------------------------------------
60-89 Days 90-179 Days 180 Days or More
---------- ----------- ----------------
Number Principal Number Principal Number Principal
of Balance of Balance of Balance
Loans of Loans Loans of Loans Loans of Loans
------ -------- ----- -------- ----- --------

(Dollars in Thousands)
Mortgage loans:
One-to-four-family<1> 3 $29 3 $141 4 $17

Multi-family 1 2 - - 3 7
Commercial - - - - - -
----- ----- ----- ----- ----- -----
Total mortgage loans 4 31 3 141 7 24
Home equity and improvement loans - - - - - -

Other loans - - - - - -
----- ----- ----- ----- ----- -----
Total delinquent loans 4 $31 3 $141 7 $24
===== ===== ===== ===== ===== =====
Total gross loans 831 $58,322
Delinquent loans to gross loans 13 0.33%

-31-

At March 31, 1997
----------------------------------------------------------------------
60-89 Days 90-179 Days 180 Days or More
---------- ----------- ----------------
Number Principal Principal Number Principal
of Balance Number Balance of Balance
Loans of Loans of Loans of Loans Loans of Loans
------ -------- -------- -------- ------ --------

(Dollars in Thousands)
Mortgage loans:
One-to-four-family<1> 1 $3 4 $221 - $-

Multi-family 1 118 1 14 1 20
Commercial - - - - - -
----- ----- ----- ----- ----- -----
Total mortgage loans 2 121 5 235 1 20
Home equity and improvement loans - - - - - -

Other loans - - - - - -
----- ----- ----- ----- ----- -----
Total delinquent loans 2 $121 5 $235 1 $20
===== ===== ===== ===== ===== =====
Total gross loans 849 $57,875

Delinquent loans to gross loans 7 0.58%
</TABLE>

<1> Includes construction loans converted to permanent loans.

NON-PERFORMING ASSETS. Non-performing assets include loans
placed on non-accrual status, loans that are 90 or more days past due,
troubled debt restructurings and real estate owned. Marquette places
loans that are 90 days or more past due on non-accrual status unless
the loans are adequately collateralized and in the process of
collection. Accrual of interest on a non-accrual loan is resumed only
when all contractually past due payments are brought current and
management believes that the outstanding loan principal and
contractually due interest are no longer doubtful of collection. As
of March 31, 1999, loans in the total amount of $331,000 had been
placed on non-accrual status. During the years ended March 31, 1999,
1998 and 1997, the amounts of additional interest income that would
have been recorded on non-accrual loans, had they been current,
totaled $63, $63, and $616. These amounts were not included in its
interest income for the given periods.

Property acquired as a result of a foreclosure, property upon
which a judgment of foreclosure has been entered but for which no
foreclosure sale has yet taken place and property which is in
substance foreclosed are classified as foreclosed property or "real
estate owned." Foreclosed properties are recorded at the lower of the
unpaid principal balance of the related loan or fair market value.
The amount by which the recorded loan balance exceeds the fair market
value at the time the property is classified as foreclosed property is
charged against the allowance for loan losses. Any subsequent

-32-

reduction in the carrying value of a foreclosed property, along with
expenses to maintain or dispose of a foreclosed property, is charged
against current earnings. At March 31, 1999, Marquette had no
properties acquired as a result of foreclosures.

The following table shows information regarding non-performing
assets for the periods indicated.
<TABLE>
<CAPTION>
At March 31,
--------------------------------------
1999 1998 1997
---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C>
Loans accounted for on a nonaccrual basis:

Mortgage Loans:
One-to-four-family<1> $331 $141 $221
Multi-family - - 14
Commercial - - -
---- ---- ----
Total mortgage loans 331 141 235
Home equity and improvement loans - - -

Other loans - - -
---- ---- ----
Total 331 141 235
Accruing loans which are contractually
past due 90 days or more:
Mortgage Loans:
One-to-four-family<1> - - -
Multi-family - - -

Commercial - - -
---- ---- ----
Total mortgage loans - - -
Home equity and improvement loans - - -
Other loans - - -
---- ---- ----
Total - - -
---- ---- ----

Total of nonaccrual and accruing loans 90 days or more past due 331 141 235
Real estate owned 0 114 17
---- ---- ----
Total non-performing assets $331 $255 $252
==== ==== ====

Total non-performing assets to total assets 0.42% 0.33% 0.38%
</TABLE>

<F1> Includes construction loans converted to permanent loans.

-33-

CLASSIFIED ASSETS. OTS regulations and Marquette's policy
require the review and classification its assets on a regular basis.
In addition, for examinations of insured institutions, regulatory
examiners have the authority to identify problem assets and, if
appropriate, require them to be classified. Marquette reviews and
classifies its assets at least quarterly. Problem assets are
classified as substandard, doubtful or loss. Substandard assets must
have one or more defined weaknesses and are characterized by the
distinct possibility that the insured institution will sustain some
loss if the deficiencies are not corrected. Doubtful assets have the
weaknesses of substandard assets, with the additional characteristic
that the weaknesses make collection or liquidation in full on the
basis of currently existing facts, conditions and values,
questionable, and there is a high possibility of loss. An asset
classified as loss is considered uncollectible and of so little value
that continued treatment of the asset as an asset on the books of the
institution is not warranted. Marquette establishes general
allowances for loan losses for assets classified as substandard or
doubtful and either charges off assets classified as loss or
establishes a specific allowance for all of the portion of the asset
classified as loss. As of March 31, 1999, Marquette's classified
assets totaled $353,000, or .44 percent, of total assets and 1.76
percent of tangible capital, all of which were classified as
substandard.

ALLOWANCE FOR LOAN LOSSES. The determination of the allocation
of the allowance for loan losses is based upon an analysis of the loan
portfolio, including past loan loss experience, known and inherent
risks in the loan portfolio, adverse situations that may affect the
borrower's ability to repay, the estimated value of any underlying
collateral, and current economic conditions. In addition to the
general valuation allowances, Marquette may establish specific loss
reserves against specific assets against which a loss may be realized.

Marquette's management evaluates the amount of its allowance for
loan losses at least quarterly. This evaluation includes a review of
all loans for which full collectibility may not be reasonably assured.
Its determination as to its classification of assets and the amount of
its specific and general valuation allowances may be reviewed by the
OTS and the WDFI, which can require the establishment of additional
general or specific loan loss allowances. Provisions for losses are
charged against earnings in the year they are established and added to
the allowance. Loan losses are charged against the allowance.

Marquette established provisions for loan losses for the years
ended March 31, 1999, 1998 and 1997, of $14,000, 16,000, and $8,000.
At March 31, 1999, 1998 and 1997, Marquette had an allowance for loan
losses of $233,000, $223,000, and $209,000, .36 percent, .38 percent,
and .36 percent of gross loans, and 70.39 percent, 87.45 percent, and
82.94 percent of total non-performing assets. Management believes
that the loan loss reserves were adequate at March 31, 1999. There
can be no assurance, however, that the allowance for loan losses will

-34-

be adequate to cover losses which may be realized in the future and
that additional provisions for loan losses will not be required. Any
material increase in reserves or material loss for which an adequate
reserve has not been established may adversely affect Marquette's
financial condition and earnings.

The following table is an analysis of Marquette's gross allowance
for possible loan losses for the periods indicated. Where specific
loan loss reserves have been established, any difference between the
loss reserve and the amount of loss realized has been charged off or
credited to current income.

<TABLE>
<CAPTION>
For the Fiscal Year Ended
-----------------------------------------------------------
At March 31,
-----------------------------------------------------------

1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Allowance at beginning of period $223 $209 $209 $206 $199
Provision for loan losses 15 16 8 6 7
Charge-offs:
One-to-four-family mortgage loans <1> 5 2 8 3 -
---- ---- ---- ---- ----

Balance at end of period $233 $223 $209 $209 $206
==== ==== ==== ==== ====
Ratio of allowance to total loans outstanding
at the end of the period 0.36% 0.38% 0.36% 0.37% 0.37%
Ratio of net charge offs to average loans
outstanding during the period 0.01% * 0.01% 0.01% *
Allowance for loan losses to total non-performing
assets 70.39% 87.45% 82.94% 49.06% 38.29%
</TABLE>
<1> Includes construction loans converted to permanent loans.

* Insignificant.

The following table shows the breakdown of the allowance for loan
losses by loan category for the periods indicated.

-35-

<TABLE>
<CAPTION>
At March 31,
----------------------------------------------------------------------------------------
1999 1998 1997
---- ---- ----

Loan Loan Loan
Amount of Amounts % of Amount of Amounts % of Amount of Amounts % of
Loan Loss by Total Loan Loss by Total Loan Loss by Total
Allowance Category Loans Allowance Category Loans Allowance Category Loans
--------- -------- ------ --------- -------- ------ --------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mortgage loans:
One-to-four- $63 $27,049 41.8% $39 $24,633 42.2% $58 $24,670 42.6%
family<1>

Multi-family 80 26,703 41.3 68 22,559 38.7 65 23,018 39.8
Commercial 37 6,195 9.6 37 7,048 12.1 14 6,225 10.8
Home equity and 7 2,768 4.3 8 3,067 5.3 7 2,752 4.8
improvement
loans

Other loans - 1,981 3.0 - 1,015 1.6 - 1,210 2.0
Unallocated 46 - - 71 - - 65 - -
---- ------- ----- ---- ------- ----- ---- ------- -----
Total allowance for $233 $64,546 100.0% $223 $58,322 100.0% $209 $57,875 100.0%
loan losses
</TABLE>

<F1> Includes construction loans converted to permanent loans.

INVESTMENT ACTIVITIES

GENERAL. Marquette is authorized to invest in obligations issued
or fully guaranteed by the United States, federal agency obligations,
time deposits, savings accounts, or other accounts of any institution
the accounts of which are insured by the FDIC, investment grade
corporate obligations and other specified investments. The investment
activities consist primarily of investments in U.S. Treasury
obligations, securities of various federal agencies and investment
grade corporate debt instruments. During periods of interest rate
uncertainty, excess funds are generally invested in federal funds.

Marquette purchases investment securities under an investment
policy established by and under the supervision of the board of
directors. The objectives of the investment policy are to provide and
maintain required liquidity and generate a favorable return on
investments without incurring undue interest rate or credit risk. Its
asset/liability management committee is responsible for implementing
the investment policy, and its Chief Executive Officer is responsible
for managing the securities portfolio.

-36-

Marquette does not currently engage in the purchase or sale of
futures, options, interest rate swaps, floors or caps or other
derivatives or securities with the purpose of hedging interest rate
risk.

OTS guidelines regarding investment portfolio policy and
generally accepted accounting principles require Marquette to
categorize its investment securities and other assets as "held-to-
maturity," "trading" or "available-for-sale." At March 31, 1999, all
of the its securities were classified as held-to-maturity and were
reported at historical cost.

COMPOSITION OF MARQUETTE'S INVESTMENT SECURITIES PORTFOLIO. The
following table shows Marquette's investment securities portfolio at
carrying and market values at the dates indicated.

<TABLE>
<CAPTION>
At March 31
------------------------------------------------------------------------------------------------
1999 1998 1997
----- ------ ----
Percent Percent Percent
Carrying of Market Carrying of Market Carrying of Market
Value Portfolio Value Value Portfolio Value Value Portfolio Value
-------- --------- ------ -------- --------- ------ -------- --------- ------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed
Maturities:
U.S.
Government
and other
agency
obligations $6,498 68.5% $6,495 $4,507 69.3% $4,507 $1,500 76.8% $1,496

All other
corporate
bonds 2,529 26.6 2,535 1,539 23.7 1,525 - - -
------ ---- ----- ----- ---- ----- ----- ----- -----
Total fixed 6,032 1,500 76.8 1,496
maturities 9,027 95.1 9,030 6,046 93.0
Federal Home
Loan Bank
stock 466 4.9 466 456 7.0 456 453 23.2
------ ---- ----- ----- ---- ----- ----- ----- 453
------

Total $9,493 100.0% $9,496 $6,502 100% $6,488 $1,953 100.0% $1,949
====== ====== ====== ====== ==== ====== ====== ====== ======
</TABLE>

-37-

The following table indicates the maturities and weighted average
yields of the investment securities portfolio at March 31, 1999.

<TABLE>
<CAPTION>
At March 31, 1999
____________________________________________________________________
Less Than One One to Five Five to Ten
Year Years Years Over Ten Years Investment Securities Totals
---------------- ------------- --------------- ---------------- -------------------------------
Approx-
Carry- Weighted Carry- Weighted Carry Weighted Carry- Weighted Carry- imate Weighted
ing Average ing Average -ing Average ing Average ing Market Average
Value Yield Value Yield Value Yield Value Yield Value Value Yield
------ ------- ----- ------- ----- ------- ------ -------- ------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed
maturities:
U.S.
Government
and
other
agency
obligations $2,004 6.1% $4,495 6.0% - - - - 1.9 $6,498 $6,495 6.0%

All other
corporate
bonds 1,000 5.7 1,529 6.4 - - - - 1.8 2,529 2,535 6.1
------ ---- ------ ---- ----- ----- ----- ------ ----- ------ ------ ------
Total fixed 3,004 6.0 6,024 6.1 1.9% 9,027 9,030 6.3
Federal Home
Loan Bank
stock - - - - - - 466 6.3% - 466 466 6.3
------ ----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------

Total $3,004 6.0% $6,024 6.1% - - $466 6.3% 1.9% $9,493 $9,496 6.1%
====== ===== ====== ===== ----- ------ ===== ===== ===== ====== ====== ======
</TABLE>

DEPOSIT ACTIVITIES AND OTHER SOURCES OF FUNDS

GENERAL. Marquette's primary sources of funds for use in lending
and investing and for other general purposes are deposits and proceeds
from principal and interest payments on loans and investment
securities, and, to a lesser extent, FHLB advances. Contractual loan
repayments are a relatively stable source of funds, while deposit
inflows and outflows and loan prepayments are significantly influenced
by general interest rates and money market conditions. Borrowings may
be used on a short-term basis to compensate for reductions in the
availability of funds from other sources, or on a longer term basis
for general operational purposes.

-38-

The following table shows deposit activities for the periods
indicated.

<TABLE>
<CAPTION>
At or For the Fiscal Year Ended March 31
-----------------------------------------------------------------

1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Total deposits at beginning of period $54,402 $53,012 $50,725
Net deposits (withdrawals) (408) (1,309) (104)

Interest credited on deposits 2,671 2,699 2,391
Net increase (decrease) in savings deposits 2,263 1,390 2,287
------- ------- ------
Total deposits at end of period $56,665 $54,402 $53,012
======= ======= =======
</TABLE>

DEPOSIT ACCOUNTS. Marquette attracts deposits within its primary
market area by offering a variety of deposit accounts, including non-
interest bearing checking accounts, negotiable order of withdrawal
accounts, passbook savings accounts and certificates of deposit which
range in maturity from three months to five years. Deposit terms vary
according to the minimum balance required, the length of time the
funds must remain on deposit and the interest rate. The flow of
deposits is influenced significantly by general economic conditions,
changes in money market and prevailing interest rates, and
competition. Management generally reviews on a weekly basis the
interest rates set for its deposit accounts.

Marquette relies on customer service and long-standing
relationships with customers to attract and retain deposits. It
competes for deposits with other institutions in its market area by
offering deposit instruments that are competitively priced and by
providing customer service through convenient and attractive offices,
knowledgeable and efficient staff and hours of service that meet
customers' needs. Marquette does not currently solicit or accept
brokered deposits.

The following table shows the distribution of deposit accounts at
the dates indicated and the weighted average nominal rates on each
category of deposits presented.

-39-

<TABLE>
<CAPTION>
At March 31
-----------------------------------------------------------------------------------------------
1999 1998 1997
---- ---- ----
Weighted Weighted Weighted
Percent Average Percent Average Percent Average
of Total Nominal of Total Nominal of Total Nominal
Balance Deposits Rate Balance Deposits Rate Balance Deposits Rate
------- -------- -------- ------- -------- -------- ------- -------- --------
(Dollars in Thousands)
<S> <S> <S> <S> <S> <S> <S> <S> <S> <S>
Demand accounts:
Non-interest
bearing $1,584 2.8 N/A $1,648 3.0% N/A $1,364 2.6% N/A
NOW accounts 1,937 3.5 1.74% 1,940 5.1 2.00% 2,288 4.3 2.02%
Money market
accounts 4,276 7.5 4.22 2,052 2.3 4.32 2,459 4.6 3.66
Regular savings
account 11,634 20.5 2.96 12,262 22.5 3.00 11,631 22.0 3.05
------- ----- ------ ----- ------ ----
Total demand accounts 19,431 34.3 17,902 33.0 17,742 33.5

Certificates of deposit
accounts:
Less than 13
months 30,469 53.8 5.29 26,982 49.6 5.81 28,905 54.5 5.15
13 to 36 months 4,772 8.4 5.25 8,436 15.5 5.76 5,710 10.8 5.65
37 to 60 months 1,993 3.5 5.72 1,082 2.0 5.73 656 1.2 5.72
Total Certificates of
deposit 37,234 65.7 36,500 67.1 35,270 66.5
------- ------ ------- ------ ------- ------
Total deposit accounts<1> $56,665 100.0% $54,402 100.0% $53,012 100.0%
======= ====== ======= ====== ======= ======
</TABLE>

<F1> Includes accrued interest.

The following table indicates the amount of certificates of
deposit of $100,000 or more by time remaining until maturity as of
March 31, 1999.

Certificates of Deposit
Maturity Period -----------------------
----------------------- (Dollars in Thousands)
Three months or less $1,252
Three through six months 777
Six through twelve months 1,604
Over twelve months 1,219
------
Total $4,852
======

-40-

The following table shows, by various rate categories, the total
amount of certificate of deposit accounts outstanding as of the dates
indicated.

<TABLE>
<CAPTION>
At March 31
---------------------------------------------------------------
1999 1998 1997
---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C>
Below 5.0% $9,073 $397 $608

5.00 - 6.00% 26,918 26,222 28,760
6.01 - 7.00% 1,243 9,881 5,902
</TABLE>

The following table includes the amount and maturities of
certificates of deposit at March 31, 1999.

<TABLE>
<CAPTION>
Amount Due
Less Than 13 to 36 More Than
13 Months Months 36 Months Total
--------- --------- --------- -----
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Below 5.00% $7,581 $1,492 $0 $9,073

5.00 - 6.00% 22,140 3,023 1,755 26,918
6.01 - 7.00% 748 257 238 1,243
</TABLE>

BORROWINGS. Marquette is a member of the FHLB of Chicago, which
functions as a central reserve bank providing credit for savings and
loan associations and other member financial institutions. As a
member, Marquette is required to own capital stock in the FHLB of
Chicago and is authorized to apply for advances on the security of
this stock and some of its mortgage-based loans and other assets if
standards relating to creditworthiness have been met. Advances are
made under several different programs, each of which has its own
interest rate and range of maturities. Depending on the program,
limitations on the amount of advances are based either on a fixed
percentage of an institution's assets or on the FHLB's assessment of
the institution's creditworthiness. The FHLB of Chicago determines
specific lines of credit for each member institution.

The following tables show information regarding short-term
borrowings at the end of and during the periods indicated.

-41-

<TABLE>
<CAPTION>
At March 31
---------------------------------------------------------------
1999 1998 1997
---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C>
Amount outstanding regarding:
FHLB advances $5 $8 $11

Weighted average rate paid on:
FHLB advances 6.70% 6.70% 6.70%

For the Fiscal Year Ended March 31
---------------------------------------------------------------
1999 1998 1997
---- ---- ----
(Dollars in Thousands)
Maximum amount of borrowings
outstanding at any month end:
FHLB advances $8 $11 $14
Approximate average short-term
borrowings outstanding with
respect to:
FHLB advances 5 8 11
Approximate weighted average rate
paid on:<1>
FHLB advances 6.70% 6.70% 6.70%
</TABLE>

<F1> Computed using the weighted rates of each individual
transaction.

SUBSIDIARY ACTIVITIES

Marquette owns all of the outstanding capital stock of Marquette
Financial Services, Inc., a Wisconsin corporation. MFS holds
Marquette's interest in a joint venture entered into in 1989 with a
local developer for the development and management of residential real
estate in the Milwaukee area. At March 31, 1999, the joint venture's
sole investment was in Hunter's Ridge Apartments, a 130 unit apartment
complex located in Pewaukee, Wisconsin, approximately 15 miles west of
Milwaukee. Marquette and the developer share equally in the profits
and losses of the joint venture; however, distributions from the joint
venture are not made on an equal basis, which results in the joint
venture partners having equity balances which differ substantially
from each partner's ownership interest in the joint venture's profits
and losses. At March 31, 1999, Marquette's investment in the joint
venture was $559,000. The joint venture has made no new investments
in the past three years and none are currently under consideration.
Marquette has no other subsidiaries.

-42-

COMPETITION

Marquette has been, and intends to continue to be, a community-
oriented savings institution offering a wide variety of financial
services to meet the needs of the communities it serves. It is
headquartered in West Allis, Wisconsin, in the Milwaukee metropolitan
area. It currently operates out of its main office and two branch
offices located in Milwaukee and one branch office located in Union
Grove, Wisconsin. Union Grove is approximately 25 miles south of
Milwaukee. Its deposit and lending area is concentrated in the
Wisconsin counties of Milwaukee, Waukesha, Washington, Ozaukee and
Racine.

Marquette faces intense competition both in making loans and in
attracting deposits. Its market area has a large number of financial
institutions, many of which have greater financial resources, name
recognition and market presence than Marquette, and all of which are
competitors to varying degrees. Particularly intense competition
exists for deposits and in all of the lending activities engaged in by
Marquette. Its competition for loans comes principally from
commercial banks, other savings and loan associations, savings banks,
mortgage banking companies, insurance companies, finance companies and
credit unions. No assurances can be made that it will be able to
maintain its current level of loans. Marquette's most direct
competition for deposits historically has come from other savings and
loan associations, commercial banks, savings banks and credit unions.
In addition, it faces increasing competition for deposits from non-
bank institutions, including brokerage firms and insurance companies
in money market funds, other mutual funds, and annuities. Trends
toward the consolidation of the banking industry and the lifting of
interstate banking and branching restrictions may make it more
difficult for smaller institutions, like Marquette, to compete
effectively with large, national and regional banking institutions.

On November 12, 1999, President Clinton signed into law the
Gramm-Leach-Bliley Act, which modernizes the laws governing the
financial services industry. See "Gramm-Leach-Bliley Act." This Act
eliminates many federal and state law barriers to affiliations among
banks, securities firms, insurance companies and other financial
service providers. This Act is likely to result in an increase in the
number of large financial service conglomerates providing banking,
insurance and securities products through one organization. This may
further increase competition for the types of products and services
offered by Marquette.

Smaller institutions like Marquette will be forced either to
compete with larger institutions on pricing of products and services,
or to identify and operate in a "niche" that will allow for operating
margins to be maintained at profitable levels. As a locally-based
financial institution, Marquette's strategy has been to position
itself as a community-oriented financial institution that provides
high quality products and personalized services to meet the retail

-43-

banking needs of its local customer base. Marquette is managed with
an intense focus on meeting the personal service needs of its
customers. This strategy is designed to identify a niche in its
market where it can effectively compete against much larger
institutions.

EMPLOYEES

As of March 31, 1999, Marquette had a total of 20 full-time and 8
part-time employees. Its employees are not represented by a union or
collective bargaining group. Marquette considers its relationship
with employees to be satisfactory.

FACILITIES

Marquette conducts its business through four full-service
offices. It owns these offices in fee and they are unencumbered.

<TABLE>
<CAPTION>
Date Net Book Value at
Opened March 31, 1999
------- -----------------
(Dollars in Thousands)
<S> <C> <C>
MAIN OFFICE
10533 West National Avenue
West Allis, Wisconsin 53227 1971 $612
BRANCH OFFICES
2539 West Greenfield<1>
Milwaukee, Wisconsin 53204 1947 $56

10600 West Silver Spring Drive
Milwaukee, Wisconsin 53225 1981 $192

1101 Main Street
Union Grove, Wisconsin 53182 1974 $295
</TABLE>

______________________

<F1> In 1971, Marquette moved its main office from this location to
its present location in West Allis.

LEGAL MATTERS

Marquette is, from time to time, a party to legal proceedings
arising in the ordinary course of its business, including legal
proceedings to enforce its rights against borrowers. It is not
currently a party to any legal proceedings which could reasonably be
expected to have a material adverse effect on the financial condition
or operations of Marquette.

-44-

REGULATION AND SUPERVISION

Marquette is chartered as a Wisconsin capital stock savings and
loan association under Chapter 215 of the Wisconsin Statutes, and is
regulated by the WDFI. In addition, as a state-chartered savings
association, Marquette also is regulated by the OTS. It is a member
of the FHLB System, and its deposit accounts are insured up to legal
limits by the FDIC under the SAIF. Marquette derives its powers from
the State of Wisconsin, and the WDFI has the authority to regulate its
activities and supervise its financial condition. In addition,
Marquette must comply with applicable federal law and OTS regulations
governing all savings associations. As Marquette's primary federal
regulator, the OTS is charged with overseeing and regulating
Marquette's activities and monitoring its financial condition. This
regulatory framework sets parameters for its activities and operations
and grants the WDFI and the OTS extensive discretion regarding their
supervisory and enforcement powers and examination policies.
Marquette files periodic reports with the WDFI and the OTS concerning
its activities and financial condition, must obtain WDFI approval
before entering into some transactions or initiating new activities,
and may be periodically examined by the WDFI and the OTS to evaluate
Marquette's compliance with various regulatory requirements.

Marquette Financial is a federally-chartered mutual holding
company under the Home Owners' Loan Act. The OTS has exclusive
jurisdiction over Marquette Financial's operations. As part of this
supervision, Marquette Financial is required to file reports with, and
may be periodically examined by, the OTS.

WISCONSIN SAVINGS ASSOCIATION REGULATION

AUTHORITY OF THE WDFI. The WDFI has the authority to restrict or
prohibit any investment or activity of a Wisconsin-chartered savings
association upon determining that an investment activity threatens or
may threaten the safety and soundness of the institution. The WDFI
also may require an institution to correct any violation by it or by
any of its subsidiaries if the association or subsidiaries are found
to violate any statute, rule or directive of the WDFI. The WDFI may
require corrective action when it determines that an association's
lending practices or procedures are imprudent, even though individual
loans may comply with applicable statutes and rules. Moreover, an
association can be required by the WDFI to maintain a higher liquidity
level than the requirements of the federal banking regulators or to
establish additional loan loss reserves.

BRANCHING. Upon the approval of the WDFI, a Wisconsin-chartered
savings association may establish and maintain one or more branch
offices anywhere in Wisconsin, Illinois, Indiana, Iowa, Kentucky,
Michigan, Minnesota, Missouri and Ohio. In the WDFI's approval of the
branch location, the WDFI may limit the powers of the branch.

-45-

LENDING AND INVESTMENT AUTHORITY. Wisconsin-chartered savings
associations may originate loans secured by residential and commercial
properties, vacant land, with limitations, and savings accounts, and
may originate property improvement and consumer loans. Wisconsin
associations may invest in, sell, purchase, participate or otherwise
deal in mortgage loans or interests in mortgage loans without
geographic restrictions. Mortgage loans originated by a Wisconsin-
chartered association may not exceed a 90 percent loan-to-value ratio,
unless the part of the loan that exceeds 90 percent of the value is
insured or guaranteed by a mortgage insurance company or a government
agency or the loan is secured by various cash-equivalent instruments.

Wisconsin-chartered savings associations may invest in, sell,
purchase, participate in, make or otherwise deal in consumer loans.
This authority includes issuing credit cards, extending credit
regarding credit cards and otherwise engaging in or participating in
credit card operations. A savings association also may make loans for
the payment of education expenses and mobile home loans on mobile
homes to be used as the borrower's residence.

A Wisconsin-chartered savings association may invest in, sell,
purchase, participate in, make or otherwise deal in commercial loans.
Commercial loans may include consumer-related loans made to dealers in
consumer goods to finance inventory, including floor planning loans,
as well as commercial leases for commercial, corporate, business and
agricultural purposes. Commercial lending is limited to 10 percent of
a Wisconsin association's assets, unless the WDFI authorizes a greater
amount.

A Wisconsin-chartered savings association may invest in real
estate upon the approval of the WDFI. Authorized real estate
investments include advancing funds for the purchase, development and
operation of real estate, making partnership and joint venture capital
contributions, originating mortgage loans, commercial loans, loan
guarantees and letters of credit related to underlying real estate in
which the association has invested and assuming obligations for direct
or contingent payment of debt relating to real estate projects.
Wisconsin associations also may invest in real estate development
loans; however, the terms of these loans may generally not exceed five
years.

SUBSIDIARY INVESTMENTS. A Wisconsin-chartered savings
association can invest in subsidiaries under broad authority for
securities investments generally under the Wisconsin Statutes;
however, the investment must be preapproved by the WDFI. Moreover,
the subsidiary must agree to restrict its activities to those
authorized in writing by the WDFI. An association may make an
investment in a subsidiary in which it has less than a majority and
controlling interest only if the WDFI gives prior written approval.
When the WDFI considers approving an application to invest in a
subsidiary, it is required by regulation to assess:

-46-

* the effect on the safety and soundness of the association,

* the compliance with applicable Wisconsin statutes and
regulations,

* the anticipated benefit to the association and its
depositors and other customers, and

* the managerial capabilities and expertise of the personnel
of the association and its subsidiaries.

SALE OF UNINSURED FINANCIAL PRODUCTS. A Wisconsin-chartered
savings association may sell, either directly or through a subsidiary,
insurance products, including annuities and life, credit-life, health,
property and casualty, unemployment compensation and mortgage guaranty
insurance, equity securities, including preferred and common stock,
and interests in mutual funds, as agents for the accounts of
customers, real estate investment trust interests, corporate and
municipal bonds and shares in uninsured brokered deposits if
regulatory requirements are met.

CAPITAL REQUIREMENTS. Wisconsin-chartered savings associations
are required by regulation to maintain a net worth ratio in an amount
not less than 6 percent of total assets. Net worth in a stock
association means the aggregate of capital stock, additional paid-in
capital, retained earnings and other accounts designated as components
of net worth by the WDFI, determined according to generally accepted
accounting principles or an accounting standard or practice approved
by the WDFI. The WDFI may require an association to maintain a net
worth ratio higher than 6 percent if it determines that the nature of
the association's operations otherwise entails a risk requiring a
greater net worth ratio to assure the association's stability. If an
association's net worth ratio falls below 6 percent, the WDFI may
direct the association to adhere to a specific written plan
established by the WDFI to correct the association's net worth ratio
deficiency. In addition to any other provisions, the plan may:

* require the association to maintain an increased level of
liquidity specified by the WDFI,

* require the association to cease or limit specified
expenditures,

* prevent the association from originating or purchasing loans
of one or more types,

* prevent the association from making specified investments,

* prevent the association from filing applications for branch
offices,

-47-

* prevent the association from opening customer savings
accounts of any specified class, category or amount, or any
specified interest rate, and

* prevent the association from accepting additions to existing
savings accounts, except under conditions as may be
specified by the WDFI.

WISCONSIN CAPITAL DISTRIBUTION LIMITATIONS. The WDFI has
promulgated regulations that establish net worth to total assets
requirements. Unless a Wisconsin savings association receives the
WDFI's prior written approval, it may not pay a dividend or otherwise
distribute any profits when its net worth ratio is, or upon payment or
distribution would be, below the WDFI's net worth requirements.

FEDERAL REGULATORY OVERSIGHT

BUSINESS ACTIVITIES. The activities of savings associations are
governed by the HOLA, and, in some respects, the Federal Deposit
Insurance Act. The HOLA and the FDI Act were amended by the Financial
Institutions Reform, Recovery and Enforcement Act of 1989 and the
Federal Deposit Insurance Corporation Improvement Act of 1991. FIRREA
was enacted for the purpose of resolving problem savings associations,
establishing a new thrift insurance fund, reorganizing the regulatory
structure applicable to savings associations, and imposing bank-like
standards on savings associations. FDICIA requires that federal
banking regulators intervene promptly when a depository institution
experiences financial difficulties, mandates the establishment of a
risk-based deposit insurance assessment system and requires imposition
of numerous additional safety and soundness operational standards and
restrictions. FIRREA and FDICIA both contain provisions affecting
numerous aspects of the operations and regulations of federally-
insured savings associations and empower the OTS and the FDIC to
promulgate regulations implementing their provisions.

QUALIFIED THRIFT LENDER TEST. In September 1996, the Economic
Growth and Regulatory Paperwork Reduction Act of 1996 became law. In
the past, savings associations were required to satisfy a qualified
thrift lender test by maintaining 65 percent of their portfolio
assets, all assets minus intangible assets, property used by the
association in conducting its business and liquid assets equal to 20
percent of total assets, in "qualified thrift investments," primarily
residential mortgages and related investments, including mortgage-
backed securities, on a monthly basis in nine out of every twelve
months.

The Economic Growth Act of 1996 liberalized the QTL test for
savings associations by permitting them to satisfy a similar-but-
different 60 percent asset test under the Internal Revenue Code.
Alternatively, savings associations may meet the QTL test by
satisfying a more liberal 65 percent asset test that allows an
institution to include small business, credit card, agriculture and

-48-

education loans as qualified investments for purposes of the test.
Furthermore, consumer loans now count as qualified thrift investments
up to 20 percent of portfolio assets. On April 3, 1997, the OTS
issued a final rule that implements provisions of the Economic Growth
Act of 1996, including the amended QTL test.

If a savings association fails the QTL test, it must convert to a
bank or conform its activities to those permitted for a national bank
but which activities also are not inconsistent with the powers
permitted to a savings association, particularly as they relate to
investments, branching and dividends. It also shall not be eligible
for new advances from any FHLB. A savings association that fails the
QTL test may requalify.

LOANS TO ONE BORROWER. Under the HOLA, savings associations
generally have the same limits as national banks regarding loans to
one borrower. Generally, savings associations may not make a loan or
extend credit to a single or related group of borrowers in excess of
15 percent of the association's unimpaired capital and surplus, where
the borrowing is not fully secured by readily-marketable collateral.
An additional amount may be lent, equal to 10 percent of the
association's unimpaired capital and surplus, if additional borrowing
is secured by readily-marketable collateral at least equal to the
amount of additional funds. At March 31, 1999, Marquette had no
outstanding loans or commitments that exceeded the loans to one
borrower limit at the time made or committed.

BROKERED DEPOSITS. Well-capitalized savings associations that
are not troubled do not have brokered deposit limitations.
Adequately-capitalized associations are able to accept, renew or roll
over brokered deposits but only with a waiver from the FDIC and with
the limitation that they do not pay an effective yield on any deposit
that exceeds by more than 75 basis points the effective yield paid on
deposits of comparable size and maturity in the association's normal
market area for deposits accepted in its normal market area or 120
basis points of the current yield on similar maturity U.S. Treasury
obligations or, in the case of any deposit at least half of which is
uninsured, 130 percent of the Treasury yield. Undercapitalized
associations are not permitted to accept brokered deposits and may not
solicit deposits by offering an effective yield that exceeds by more
than 75 basis points the prevailing effective yields on insured
deposits of comparable maturity in the association's normal market
area or in the market area in which the deposits are being solicited.
Marquette does not solicit brokered deposits.

ENFORCEMENT. Under the FDI Act, the OTS has primary enforcement
responsibility over savings associations and has the authority to
bring enforcement action against all "institution-related parties,"
including stockholders, and any attorneys, appraisers and accountants
who knowingly or recklessly participate in wrongful action likely to
have an adverse effect on an insured association. Civil penalties
cover a wide range of violations and actions. Criminal penalties for

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most financial association crimes include fines and imprisonment. In
addition, regulators have substantial discretion to impose enforcement
action on an association that fails to comply with its regulatory
requirements, particularly regarding amounts of capital. Possible
enforcement action ranges from requiring the preparation of a capital
plan or imposition of a capital directive to receivership,
conservatorship or the termination of deposit insurance. Under the
FDI Act, the FDIC has the authority to recommend to the Director of
OTS that enforcement action be taken regarding a particular savings
association. If action is not taken by the Director, the FDIC has
authority to take enforcement action under particular circumstances.

ASSESSMENTS. Savings associations are required by OTS regulation
to pay assessments to the OTS to fund the operations of the OTS. The
general assessment paid on a semi-annual basis is computed based upon
the savings association's total assets, including consolidated
subsidiaries, as reported in the association's latest quarterly thrift
financial report.

FEDERAL HOME LOAN BANK SYSTEM. Marquette is a member of the FHLB
System, which consists of 12 regional FHLBs. The FHLB provides a
central credit facility primarily for member associations. Marquette,
as a member of the FHLB of Chicago, is required to acquire and hold
shares of capital stock in that FHLB in an amount at least equal to 1
percent of the aggregate principal amount of its unpaid residential
mortgage loans and similar obligations at the beginning of each year,
or 1/20 of its advances, borrowings, from the FHLB of Chicago,
whichever is greater. Marquette is in compliance with this
requirement, with an investment in FHLB of Chicago stock at March 31,
1999, of $466,000. FHLB advances must be secured by specified types
of collateral and may be obtained only for the purpose of purchasing
or funding new residential housing finance assets.

OTS CAPITAL REQUIREMENTS. The OTS capital regulations require
savings associations to meet three capital standards: a 1.5 percent
tangible capital standard, a 3 percent leverage ratio or core capital
ratio, and an 8 percent risk-based capital standard.

Tangible capital is defined as common stockholders' equity,
including retained earnings, noncumulative perpetual preferred stock
and related earnings, nonwithdrawable accounts and pledged deposits of
mutual savings associations, and minority interests in equity accounts
of fully consolidated subsidiaries, less intangible assets other than
mortgage servicing rights and equity and debt investments in
nonqualifying subsidiaries. Core capital is defined as common
stockholders' equity, including retained earnings, noncumulative
perpetual preferred stock and related surplus, minority interests in
equity accounts of consolidated subsidiaries, nonwithdrawable accounts
and pledged deposits of mutual savings associations, amounts of
goodwill resulting from prior regulatory accounting practices, less
intangible assets other than mortgage servicing rights and equity and
debt investments in nonincludable subsidiaries.

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OTS capital regulation requires that in meeting the leverage
ratio, tangible and risk-based capital standards, savings associations
must deduct investments in and loans to subsidiaries engaged in
activities not permissible for a national bank. At March 31, 1999,
MFS constituted a nonincludable subsidiary.

In April 1991, the OTS issued a proposal to amend its regulatory
capital regulation to establish a 3 percent leverage ratio, the ratio
of core capital to adjusted total assets, for associations in the
strongest financial and managerial condition, with a 1 CAMEL rating,
the highest rating of the OTS for savings associations. For all other
associations, the minimum core capital leverage ratio would be 3
percent plus at least an additional 100 to 200 basis points. In
determining the amount of additional capital under the proposal, the
OTS would assess both the quality of risk management systems and the
level of overall risk in each individual association through the
supervisory process on a case-by-case basis. Associations that failed
the new leverage ratio would be required to file with the OTS a
capital plan that details the steps they would take to reach
compliance. If enacted in the final form as proposed, management does
not believe that the proposed regulation would have a material effect
on Marquette. Although the OTS has not adopted this regulation in
final form, generally a savings association that has a leverage
capital ratio of less than 4 percent will be deemed to be
"undercapitalized" under the OTS prompt corrective action regulations
and consequently can have various limitations on its activities.

Since the date of this proposal, the OTS has amended its
regulations to refer to the Uniform Financial Institutions Rating
System established by the Federal Financial Institutions Examination
Council rather than the traditional CAMEL rating system. The UFIRS is
a supervisory rating system used by the OTS and other agencies
represented on the FFIEC to evaluate the soundness of depository
institutions on a uniform basis. The agencies have implemented UFIRS
through CAMEL ratings, which are a series of five factors for
assessing a depository institution - capital adequacy, asset quality,
management, earnings and liquidity. Accordingly, where OTS
regulations before referred to "CAMEL" ratings, the regulations now
refer to UFIRS as it may exist from time to time, or a comparable
rating system that the OTS may adopt rather than UFIRS. References to
UFIRS also refer to a comparable rating system that the OTS may adopt
rather than UFIRS.

The OTS' risk-based capital standard requires that savings
associations maintain a ratio of total capital, core capital and
supplementary capital, to risk-weighted assets of 8 percent. In
calculating total capital, a savings association must deduct
reciprocal holdings of depository institution capital instruments, all
equity investments and that portion of land loans and nonresidential
construction loans in excess of 80 percent loan-to-value ratio and its
interest rate risk component, in addition to the assets that must be
deducted in calculating core capital. In determining the amount of

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risk-weighted assets, all assets, including off-balance sheet assets,
are multiplied by a risk-weight of 0 percent to 100 percent, as
assigned by OTS capital regulations based on the risks OTS believes
are inherent in the type of asset.

The components of core capital are equivalent to those discussed
above under the 3 percent leverage standard. The components of
supplementary capital include cumulative preferred stock, long-term
perpetual preferred stock, mutual capital certificates,
nonwithdrawable accounts and pledged deposits, net worth certificates,
income capital certificates, perpetual subordinated debt, mandatory
convertible subordinated debt, intermediate-term preferred stock,
mandatorily redeemable preferred stock and allowance for loan and
lease losses, up to 1.25 percent of risk-weighted assets, and
unrealized gains on equity securities. Allowance for loan and lease
losses includable in supplementary capital is limited to a maximum of
1.25 percent. Overall, the amount of capital counted toward
supplementary capital cannot exceed 100 percent of core capital. At
March 31, 1999, Marquette met each of its capital requirements.

FDICIA required that the OTS and other federal banking agencies
revise risk-based capital standards, with appropriate transition
rules, to ensure that they take account of interest rate risk,
concentration of risk and the risks of nontraditional activities.

On December 1, 1998, the OTS adopted comprehensive guidance, in
the form of Thrift Bulletin 13a, covering interest rate risk,
investment securities and use of financial derivatives. TB 13a
replaces seven prior OTS thrift bulletins covering these and related
topics. The OTS also updated its regulations with a new rule,
effective January 1, 1999, on forward commitments, futures
transactions and financial options transactions. The new rule, which
is designed to work with TB 13a, establishes general requirements
applicable to all derivative instruments, describes responsibilities
of the board of directors and management concerning financial
derivatives and makes clear that reducing risk exposure should be the
primary reason for entering into a derivatives transaction. TB 13a
provides guidelines for evaluating an institution's risk management,
identifies a set of "sound practices" for consideration of management
and describes the qualitative and quantitative guidelines the OTS will
use in assessing an institution's current exposure to interest rate
changes and its ability to manage that exposure effectively. The OTS
will use the results of its net portfolio value model to measure an
institution's current exposure. Under TB 13a, an institution's board
of directors should establish interest rate risk limits in terms of
its capital position, which is its economic capital-to-assets ratio.
Investment securities and derivatives, especially those with the
potential to alter significantly an institution's risk profile, should
be evaluated on the basis of their impact on the institution's
economic capital. Institutions with greater capacity to absorb
potential losses will have greater latitude in using derivatives and
other complex financial instruments.

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LIQUIDITY. Marquette is required to maintain an average daily
balance of liquid assets, for example, cash, accrued interest on
liquid assets, time deposits, savings accounts, bankers' acceptances,
specified United States government, state or federal agency
obligations, shares of mutual funds and corporate debt securities and
commercial paper, equal to not less than a specified percentage of the
average daily balance of its net withdrawal deposit accounts plus
short-term borrowings. This liquidity requirement may be changed from
time to time by the OTS to any amount within the range of 4 percent to
10 percent, depending upon economic conditions and the savings flows
of member associations. This requirement is currently 4 percent. The
OTS requires that the average daily balance of liquid assets be
determined using the amount of the institution's liquidity base at the
end of the preceding calendar quarter or the average daily balance of
its liquidity base during the preceding quarter. The OTS may
determine the adequacy of an institution's liquidity on a case-by-case
basis, using as a standard that level of liquidity necessary to ensure
that the institution operates on a "safe and sound" basis. The OTS
may initiate enforcement actions for failure to meet these liquidity
requirements. At March 31, 1999, Marquette complied with the
regulatory liquidity requirements.

INSURANCE OF DEPOSIT ACCOUNTS AND DEPOSIT INSURANCE PREMIUMS.
FDICIA required the FDIC to establish a risk-based assessment system
for insured depository associations that takes into account the risks
attributable to different categories and concentrations of assets and
liabilities. Under the rule, the FDIC assigns an association to one
of three capital categories consisting of "well capitalized,"
"adequately capitalized," or "undercapitalized," and one of three
supervisory subcategories. The supervisory subgroup to which an
association is assigned is based on a supervisory evaluation provided
to the FDIC by the association's primary federal regulator and
information which the FDIC determines to be relevant to the
association's financial condition and the risk posed to the deposit
insurance funds, which may include, if applicable, information
provided by the association's state supervisor. An association's
assessment rate depends on the capital category and supervisory
category to which it is assigned. There are nine assessment risk
classifications or combinations of capital groups and supervisory
subgroups to which different assessment rates are applied. Assessment
rates range from an association in the highest category - well-
capitalized and healthy - to an association in the lowest category -
undercapitalized and of substantial supervisory concern.

The SAIF and the BIF were required by law to achieve and maintain
a ratio of insurance reserves to total insured deposits equal to 1.25
percent. The BIF reached this required reserve ratio during 1995,
while some predictions indicated the SAIF would not reach this target
until the year 2002. The SAIF had not grown as quickly as the BIF for
many reasons, but in large part because almost half of SAIF premiums
had to be used to retire bonds issued by the Financing Corporation in
the late 1980s to recapitalize the Federal Savings and Loan Insurance

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Corporation. Until 1995, the SAIF and BIF deposit insurance premium
rate schedules had been identical. But in mid-1995, the FDIC issued
final rules modifying its assessment rate schedules for SAIF and BIF
member institutions, which required SAIF-insured institutions to pay a
significantly higher deposit premium than their BIF-insured
counterparts. Thrift industry representatives argued that this
significant premium differential caused savings associations to
operate at a competitive disadvantage to their BIF-insured bank
counterparts.

On September 30, 1996, President Clinton signed the Deposit
Insurance Funds Act of 1996 that was part of the omnibus spending bill
enacted by Congress at the end of its 1996 session. DIFA mandated
that the FDIC impose a special assessment on the SAIF-assessable
deposits of each insured depository institution at a rate applicable
to all institutions that the FDIC determined would cause the SAIF to
achieve its designated reserve ratio of 1.25 percent as of October 1,
1996. In response to this legislation, to recapitalize the SAIF, on
October 10, 1996, the FDIC adopted a final rule governing the payment
of a SAIF special assessment in the amount of 65.7 basis points.
SAIF-insured institutions were required to pay the assessment by
November 27, 1996. In response to the recapitalization of the SAIF,
the FDIC announced on December 11, 1996 that deposit insurance rates
for most savings associations insured under the SAIF would be lowered
to zero effective January 1, 1997, thereby equalizing SAIF insurance
premiums with those paid by BIF-insured institutions.

DIFA mandates the merger of the SAIF and the BIF, effective
January 1, 1999, but only if no insured depository institution is a
savings association on that date. The combined deposit insurance
fund, if the funds are merged, will be called the "Deposit Insurance
Fund", or "DIF." Since legislation has not been enacted to eliminate
savings associations, the SAIF and the BIF have not been merged.

Before DIFA, federal regulators and thrift industry trade groups
were predicting that a default would occur on the FICO Bonds as early
as 1998, as SAIF-assessable deposits continued to decline. DIFA
amends the Federal Home Loan Bank Act to impose the FICO assessment
against both SAIF and BIF deposits beginning after December 31, 1996.
But the assessment imposed on insured depository institutions
concerning any BIF-assessable deposit will be assessed at a rate equal
to one-fifth of the rate, approximately 1.3 basis points, of the
assessments imposed on insured depository institutions with respect to
any SAIF-assessable deposit, approximately 6.7 basis points. BIF-
insured banks will pay the same FICO assessment as SAIF-insured
institutions beginning as of the earlier of December 31, 1999 or the
date as of which the last savings association ceases to exist.

LIMITATIONS ON CAPITAL DISTRIBUTIONS. See "The Reorganization -
Comparison of Stockholders Rights and Anti-takeover Provisions."

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COMMUNITY REINVESTMENT. Under OTS regulations, an institution's
performance in meeting the credit needs of its entire community,
including low- and moderate-income areas, as required by the Community
Reinvestment Act, will generally be evaluated under three tests: the
"lending test," the "investment test," and the "service test."

The lending test analyzes lending performance using five
criteria:

* the number and amount of loans in the institution's
assessment area,

* the geographic distribution of lending, including the
proportion of lending in the assessment area, the dispersion
of lending in the assessment area, and the number and amount
of loans in low-, moderate-, middle-, and upper-income areas
in the assessment area,

* borrower characteristics, including the income level of
individual borrowers and the size of businesses or farms,

* the number and amount of community development loans, and
their complexity and innovativeness, and

* the use of innovative or flexible lending practices in a
safe and sound manner to address the credit needs of low- or
moderate-income individuals or areas.

The investment test analyzes investment performance using four
criteria:

* the dollar amount of qualified investments,

* the innovativeness or complexity of qualified investments,

* the responsiveness of qualified investments to credit and
community development needs, and

* the degree to which the qualified investments made by the
institution are not routinely provided by private investors.

The service test analyzes service performance using six criteria:

* the institution's branch distribution among low-, moderate-,
middle-, and upper-income areas,

* its record of opening and closing branches, particularly in
low- and moderate-income areas,

* the availability and effectiveness of alternative systems
for delivering retail banking services,

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* the range of services provided in low-, moderate-, middle-
and upper-income areas and extent to which those services
are tailored to meet the needs of those areas,

* the extent to which the institution provides community
development services, and

* the innovativeness and responsiveness of community
development services provided.

An independent financial institution with assets of less than
$250 million or a financial institution with assets of less than $250
million that is a subsidiary of a holding company with assets of less
than $1 billion, is evaluated under a streamlined assessment method
based primarily on its lending record. The streamlined test considers
an institution's loan-to-deposit ratio adjusted for seasonal variation
and special lending activities, its percentage of loans and other
lending related activities in the assessment area, its record of
lending to borrowers of different income levels and businesses and
farms of different sizes, the geographic distribution of its loans,
and its record of taking action, if warranted, in response to written
complaints. Instead of being evaluated under the three assessment
tests or the streamlined test, a financial institution can adopt a
"strategic plan" and elect to be evaluated on the basis of achieving
the goals and benchmarks outlined in the strategic plan.

TRANSACTIONS WITH RELATED PARTIES. See "Transactions with
Related Persons."

PROMPT CORRECTIVE REGULATORY ACTION. FDICIA establishes a system
of prompt corrective action to resolve the problems of
undercapitalized associations. Under this system, the OTS is required
to take supervisory actions against undercapitalized associations, the
severity of which depends upon the association's degree of
undercapitalization. Generally, with a narrow exception, FDICIA
requires the OTS to appoint a receiver or conservator for an
association that is critically undercapitalized. FDICIA authorizes
the OTS to specify the ratio of tangible equity to assets at which an
association becomes critically undercapitalized and requires that
ratio to be no less than 2 percent of assets.

Under OTS regulations, a savings association is considered to be
undercapitalized if it has risk-based capital of less than 8 percent
or has a Tier 1 risk-based capital ratio that is less than 4 percent
or has a leverage ratio that is less than 4 percent or has a leverage
ratio less than 3 percent if the savings association is rated
composite 1 under the UFIRS rating system in the most recent
examination of the association. A savings association that has risk-
based capital less than 6 percent or a Tier 1 risk-based capital ratio
that is less than 3 percent or a leverage ratio that is less than
3 percent would be considered to be "significantly undercapitalized."
A savings association that has a tangible equity to total assets ratio

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equal to or less than 2 percent would be deemed to be "critically
undercapitalized." Generally, a capital restoration plan must be
filed with the OTS within 45 days of the date an association receives
notice that it is undercapitalized, significantly undercapitalized or
critically undercapitalized. In addition, numerous mandatory
supervisory actions become immediately applicable to the association,
including restrictions on growth, investment activities, capital
distributions, and affiliate transactions. In addition, the OTS could
issue a capital directive to the savings association that includes
additional discretionary restrictions on the savings association.

REAL ESTATE LENDING STANDARDS. The OTS and the other federal
banking agencies have uniform regulations prescribing real estate
lending standards. OTS regulations require each savings association
to establish and maintain written internal real estate lending
standards consistent with safe and sound banking practices and
appropriate to the size of the institution and the nature and scope of
its real estate lending activities. The policy must also be
consistent with accompanying OTS guidelines, which include maximum
loan-to-value ratios for the following types of real estate loans: raw
land, 65 percent, land development, 75 percent, nonresidential
construction, 80 percent, improved property, 85 percent and one- to
four-family residential construction, 85 percent. Owner-occupied one-
to four-family mortgage loans and home equity loans do not have
maximum loan-to-value ratio limits, but those with a loan-to-value
ratio at origination of 90 percent or greater are to be backed by
private mortgage insurance or readily marketable collateral.
Institutions are also permitted to make a limited amount of loans that
do not conform to the proposed loan-to-value limitations so long as
the exceptions are appropriately reviewed and justified. The
guidelines also list a number of lending situations in which
exceptions to the loan-to-value standard are justified.

STANDARDS FOR SAFETY AND SOUNDNESS. As required by FDICIA and
subsequently amended by the Riegle Community Development and
Regulatory Improvement Act of 1994, the federal banking regulators
adopted interagency guidelines establishing standards for safety and
soundness for depository institutions on matters, including internal
controls, loan documentation, credit underwriting, interest-rate risk
exposure, asset growth, compensation and other benefits and asset
quality and earnings. The agencies expect to request a compliance
plan from an institution whose failure to meet one or more of the
standards is of severity to the extent that it could threaten the safe
and sound operation of the institution. FDIC regulations enacted
under FDICIA also require all depository institutions to be examined
annually by the banking regulators and depository institutions having
$500 million or more in total assets to have an annual independent
audit, an audit committee comprised solely of outside directors, and
to hire outside auditors to evaluate the institution's internal
control structure and procedures and compliance with laws and
regulations relating to safety and soundness. The FDIC, in adopting
the regulations, reiterated its belief that every depository

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institution, regardless of size, should have an annual independent
audit and an independent audit committee.

FINANCIAL MANAGEMENT REQUIREMENTS. FDICIA imposes new financial
reporting requirements on all depository institutions with assets of
more than $500 million, their management, and their independent
auditors. It also establishes new rules for the composition, duties
and authority of the institutions' audit committees and boards of
directors. These depository institutions will be required to prepare
and make available to the public annual reports on their financial
condition and management, including statements of managements'
responsibility for the financial statements, internal controls and
compliance with federal banking laws and regulations relating to
safety and soundness, and an assessment by management of the
effectiveness of the institution's internal controls and procedures
and the institution's compliance with these laws and regulations. The
institution's independent public accountants are required to attest to
these management assessments. Each institution is also required to
have an audit committee composed of independent directors.

FEDERAL RESERVE SYSTEM

The Federal Reserve Board regulations require savings
institutions to maintain non-interest-earning reserves against their
transaction accounts, primarily NOW and regular checking accounts,
non-personal time deposits transferable or held by a person other than
a natural person, with an original maturity of less than one and one-
half years and money market accounts. The Federal Reserve Board
regulations generally require that reserves of 3 percent must be
maintained against aggregate transaction accounts of $52 million or
less, as may be adjusted by the Federal Reserve Board, and an initial
reserve of $1.6 million plus 10 percent, as may be adjusted by the
Federal Reserve Board between 8 percent and 14 percent, against that
portion of total transaction accounts in excess of $52 million. The
first $4.3 million of otherwise reservable balances, as may be
adjusted by the Federal Reserve Board, are exempted from the reserve
requirements. Marquette is in compliance with these requirements.

The balances maintained to meet the reserve requirements imposed
by the Federal Reserve Board may be used to satisfy liquidity
requirements by the OTS. Because required reserves must be maintained
in the form of either vault cash, a non-interest-bearing account at a
Federal Reserve Bank or a pass-through account as defined by the
Federal Reserve Board, the effect of this reserve requirement is to
reduce Marquette's interest-earning assets.

FHLB System members are also authorized to borrow from the
Federal Reserve "discount window," but Federal Reserve Board
regulations require institutions to exhaust all FHLB sources before
borrowing from a Federal Reserve Bank.

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GRAMM-LEACH-BLILEY ACT

On November 12, 1999, President Clinton signed into law S. 900,
the Gramm-Leach-Bliley Act, which modernizes the laws governing the
financial services industry. This Act eliminates many federal and
state law barriers to affiliations among banks, securities firms,
insurance companies and other financial service providers. This
legislation provides financial organizations with flexibility in
structuring these new affiliations through a holding company structure
or a financial subsidiary with prudent limitations on activities and
appropriate safeguards. This legislation preserves the Federal
Reserve Board as the umbrella supervisor for holding companies, but it
incorporates a system of functional regulation designed to utilize the
strengths of the various federal and state financial supervisors. It
establishes a mechanism for coordination between the Federal Reserve
Board and the Secretary of the Treasury regarding approval of new
financial activities for both holding companies and national bank
financial subsidiaries. The federal bank regulatory agencies,
including the OTS, will be promulgating regulations under this Act in
the near future.

REGULATION OF MARQUETTE FINANCIAL

GENERAL. Marquette Financial is a federal mutual holding company
within the meaning of Section 10(o) of the HOLA. Marquette Financial
is required to register with and may be examined by, is supervised by
and has reporting requirements with the OTS. In addition, the OTS has
enforcement authority over Marquette Financial and its non-savings
association subsidiaries, if any. This authority permits the OTS to
restrict or prohibit activities that are determined to be a serious
risk to the financial safety, soundness, or stability of a subsidiary
savings association. Unlike bank holding companies, federal mutual
holding companies do not have any regulatory capital requirements and
are not supervised by the Federal Reserve Board.

RESTRICTIONS APPLICABLE TO ACTIVITIES OF MUTUAL HOLDING
COMPANIES. Under Section 10(o) of the HOLA, a mutual holding company
may engage only in the following activities:

* investing in the stock of a savings association;

* acquiring a mutual association through the merger of the
association into a savings association subsidiary of the
holding company or an interim savings association subsidiary
of the holding company;

* merging with or acquiring another holding company, one of
whose subsidiaries is a savings association;

* investing in a corporation, the capital stock of which is
available for purchase by a savings association under
federal law or under the law of any state where the
subsidiary savings association or associations have their
home offices;

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* furnishing or performing management services for a savings
association subsidiary of the holding company;

* holding, managing, or liquidating assets owned or acquired
from a savings association subsidiary of the company;

* holding or managing properties used or occupied by a savings
association subsidiary of the company:

* acting as trustee under a deed of trust;

* any other activity that the Federal Reserve Board, by
regulation, has determined to be permissible for bank
holding companies under Section 4(c) of the Bank Holding
Company Act, unless the Director of the OTS, by regulation,
prohibits or limits the activity for savings and loan
holding companies, or in which multiple savings and loan
holding companies were authorized by regulation to directly
engage on March 5, 1987; and

* purchasing, holding, or disposing of stock acquired in
connection with a qualified stock issuance if the purchase
of this stock by the holding company is approved by the
Director of the OTS.

If a mutual holding company acquires or merges with another holding
company, the holding company acquired or the holding company resulting
from the merger or acquisition may only invest in assets and engage in
the activities listed above, and it has a period of two years to cease
any nonconforming activities and divest any nonconforming investments.

GRAMM-LEACH-BLILEY ACT. On November 12, 1999, President Clinton
signed into law the Gramm-Leach-Bliley Act. This Act permits mutual
holding companies to engage in new authorized financial activities,
including securities underwriting, dealing, and market making,
insurance underwriting and agency activities, and merchant banking.
The federal bank regulatory agencies, including the OTS, will be
promulgating regulations under this Act in the near future.

RESTRICTIONS APPLICABLE TO ALL SAVINGS AND LOAN HOLDING
COMPANIES. The HOLA prohibits a savings and loan holding company,
including a federal mutual holding company, directly or indirectly,
from acquiring:

* control, as defined under the HOLA, of another savings
association or a holding company parent without prior OTS
approval,

* more than 5 percent of the voting shares of another savings
association or holding company parent that is not a
subsidiary, with some exceptions,

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* through merger, consolidation, or purchase of assets,
another savings association or a holding company or
acquiring all or substantially all of the assets of the
institution or a holding company without prior OTS approval,
or

* control of any depository institution not insured by the
FDIC except through a merger with and into the holding
company's savings institution subsidiary that is approved by
the OTS.

A savings and loan holding company may not acquire as a separate
subsidiary an insured institution that has a principal office outside
of the state where the principal office of its subsidiary institution
is located, except:

* in the case of emergency acquisitions, as defined under the
HOLA, approved by the FDIC,

* if the holding company controls a savings association
subsidiary that operated a home or branch office in the
additional state as of March 5, 1987, and

* if the laws of the state in which the savings association to
be acquired is located specifically authorize a savings
institution chartered by that state to be acquired by a
savings association chartered by the state where the
acquiring savings association or savings and loan holding
company is located or by a holding company that controls a
state chartered association.

The conditions imposed upon interstate acquisitions by those states
that have enacted authorizing legislation vary. Some states impose
conditions of reciprocity, which have the effect of requiring that the
laws of both the state in which the acquiring holding company is
located, as determined by the location of its subsidiary savings
association, and the state in which the association to be acquired is
located, have each enacted legislation allowing its savings
associations to be acquired by out-of-state holding companies on the
condition that the laws of the other state authorize the transactions
on terms no more restrictive than those imposed on the acquirer by the
state of the target association. Some of these states also impose
regional limitations, which restrict the acquisitions to states within
a defined geographic region. Other states allow full nationwide
banking without any condition of reciprocity. Some states do not
authorize interstate acquisitions of savings associations. In
evaluating an application by a holding company to acquire a savings
association, the OTS must consider the financial and managerial
resources and future prospects of the company and savings association
involved, the effect of the acquisition on the risk to the insurance
funds, the convenience and needs of the community, and competitive
factors.

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If the savings institution subsidiary of a federal mutual holding
company fails to meet the QTL test in Section 10(m) of the HOLA and
regulations of the OTS, the holding company must register with the
Federal Reserve Board as a bank holding company under the BHC Act
within one year of the savings institution's failure to qualify.

FEDERAL TAXATION

Savings institutions are governed by the provisions of the
Internal Revenue Code in the same general manner as other
corporations. However, savings institutions, like Marquette, which
meet definitional tests and other conditions prescribed by the Code,
may benefit from favorable provisions regarding their deductions from
taxable income for annual additions to their bad debt reserve. The
amount of the bad debt deduction that a qualifying savings institution
may claim regarding additions to its reserve for bad debts has
limitations. Marquette reviews the most favorable way to calculate
the deduction attributable to an addition to its bad debt reserve on
an annual basis.

In August 1996, the Code was revised to equalize the taxation of
thrifts and banks. Thrifts, like Marquette, no longer have a choice
between the percentage of taxable income method and the experience
method in determining additions to bad debt reserves. Thrifts with
$500 million of assets or less may use the experience method, while
larger thrifts must use the specific charge off method regarding bad
debts. Any additions to tax bad reserves added after 1987 will be
recaptured and taxed over a six year period beginning in 1996;
however, bad debt reserves set aside through 1987 are generally not
recaptured. An institution may delay recapturing its post-1987 bad
debt reserves for an additional two years if it meets a residential-
lending test. This law is not expected to have a material impact on
Marquette. At March 31, 1999, Marquette had no post-1987 bad-debt
reserves.

Under the experience method, the bad debt deduction may be based
on a six-year moving average of actual losses on qualifying and non-
qualifying loans, or a fill-up to the institution's base year reserve
amount, which is the tax bad debt reserve determined as of December
31, 1987. Marquette used the experience method for the tax year ended
March 31, 1999.

Earnings appropriated to Marquette's bad debt reserve and claimed
as a tax deduction, including its supplemental reserves for losses,
will not be available for the payment of cash dividends or for
distribution to stockholders, including distributions made on
dissolution or liquidation, unless Marquette includes the amount in
income, along with the amount deemed necessary to pay the resulting
federal income tax. As of March 31, 1999, Marquette had approximately
$3.9 million of accumulated earnings, representing its base year tax
reserve, for which federal income taxes have not been provided. If
this amount is used for any purpose other than bad debt losses,

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including a dividend distribution or a distribution in liquidation,
there may be federal income taxation at the then current rate.

Generally, for taxable years beginning after 1986, the Code also
requires most corporations, including savings institutions, to utilize
the accrual method of accounting for tax purposes. Further, for
taxable years ending after 1986, the Code disallows 100 percent of a
savings association's interest expense deemed allocated to non-
qualified tax-exempt obligations acquired after August 7, 1986. Tax-
exempt obligations acquired after 1982 but before August 8, 1986, and
qualified tax-exempt obligations acquired after August 7, 1986, are
governed by the rule which applied before the Code disallowing the
deductibility of 20 percent of the interest expense.

The Code imposes an alternative minimum tax on alternative
minimum taxable income at a rate of 20 percent. Only 90 percent of
AMTI can be offset by net operating loss carryovers of which Marquette
currently has none. AMTI is also adjusted by determining the tax
treatment of items in a manner that negates the deferral of income
resulting from the regular tax treatment of those items. Marquette's
AMTI is increased by an amount equal to 75 percent of the amount by
which Marquette's adjusted current earnings exceeds its AMTI,
determined without regard to this adjustment and before reduction for
net operating losses.

Marquette Financial may exclude from its income 80 percent of
dividends received from Marquette as a member of the same affiliated
group of corporations if Marquette Financial owns more than 20 percent
but less than 80 percent of the stock of the corporation, Marquette,
paying a dividend.

Marquette's federal income tax returns for the last five tax
years have not been examined by the IRS.

WISCONSIN TAXATION

The State of Wisconsin imposes a tax on the Wisconsin taxable
income of corporations, including savings institutions, at the rate of
7.9 percent. Wisconsin taxable income is generally similar to federal
taxable income, except that interest from state and municipal
obligations is taxable, no deduction is allowed for state income
taxes, and net operating losses may be carried forward but not back.
Wisconsin law does not provide for the filing of consolidated state
income tax returns.

TRANSACTIONS WITH RELATED PERSONS

Marquette's authority to engage in transactions with related
parties or "affiliates," any company that controls or is under common
control with a savings association, including Marquette Financial, or
to make loans to insiders, is limited by Sections 23A and 23B of the
Federal Reserve Act. A subsidiary of a savings association generally

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is exempted from the definition of "affiliate." Section 23A limits
the aggregate amount of transactions with any individual affiliate to
10 percent of the capital and surplus of the savings association and
also limits the aggregate amount of transactions with all affiliates
to 20 percent of the savings association's capital and surplus. Some
transactions with affiliates are required to be secured by collateral
in an amount and of a type described in the FRA and the purchase of
low quality assets from affiliates is generally prohibited. Section
23B provides that particular transactions with affiliates, including
loans and asset purchases, must be on terms and under circumstances,
including credit standards, that are substantially the same or at
least as favorable to the savings association as those prevailing at
the time for comparable transactions with non-affiliated companies.
In the absence of comparable transactions, the transactions may only
occur under terms and circumstances, including credit standards, that
in good faith would be offered to or would apply to non-affiliated
companies. FIRREA prohibits any savings association from lending to
any affiliate that is engaged in activities that are not permissible
for bank holding companies under Section 4(c) of the BHC Act. Also,
no savings association may purchase the securities of any affiliate
other than a subsidiary.

Marquette's authority to extend credit to executive officers,
directors and 10 percent shareholders, as well as the entities these
persons control are currently governed by Section 22(g) and 22(h) of
the FRA and Regulation O of the Federal Reserve Board. These
regulations require that the loans to be made on terms substantially
similar to those offered to unaffiliated individuals, place limits on
the amount of loans that Marquette may make to the persons based, in
part, on its capital position, and require approval procedures to be
followed. OTS regulations, with the exception of minor variations,
apply Regulation O to savings associations. On April 1, 1997, a final
rule by the Federal Reserve Board, which changes the exemptions from
Regulation O available to bank affiliate insiders, became effective.
Under the new rule, Regulation O will not apply to loans made by
Marquette to officers and directors of an affiliate, if the officer or
director is not engaged in a policy-making capacity relative to
Marquette and the affiliate does not account for more than 10 percent
of the consolidated assets of Marquette's holding company.

Marquette makes loans to executive officers and directors of
Marquette and their affiliates in the ordinary course of its business.
These loans to executive officers, directors and their affiliates are
made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time the transaction is
originated for comparable transactions with nonaffiliated persons and
do not, in the opinion of Marquette's management, involve more than
the normal risk of collectibility or present any other unfavorable
features. As of November 30, 1999, approximately $1,143,609 of loans
were outstanding from Marquette to executive officers and directors of
Marquette and their affiliates.

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THE REORGANIZATION

GENERAL

The reorganization into the "two-tier" mutual holding company
structure will be accomplished under the reorganization agreement,
which the board unanimously approved on December 14, 1999. Under the
reorganization agreement, Marquette will become a wholly owned
subsidiary of the stock holding company, which will be majority owned
by Marquette Financial. In the reorganization, each outstanding share
of Marquette common stock will be converted automatically into one
share of common stock of the stock holding company. As a result of
the reorganization, Marquette's stockholders will become stockholders
of the stock holding company. The reorganization will have no effect
on the operations of Marquette or Marquette Financial. Marquette
will continue its operations at the same locations, with the same
management, and with all the rights, obligations and liabilities of
Marquette existing immediately before the reorganization. The
reorganization agreement attached as Exhibit A is incorporated by
reference in this proxy statement/prospectus.

REASONS FOR THE REORGANIZATION

Marquette has determined to undertake the reorganization for
several business purposes. As a savings association, Marquette cannot
repurchase its stock in the open market without incurring significant
adverse tax consequences. By reorganizing under a stock holding
company structure, the stock holding company, unlike Marquette, can
repurchase its stock in the open market without suffering adverse tax
consequences. The board of directors of Marquette has determined that
having the ability to repurchase shares in the open market is
important because it provides liquidity for the shares, since the
stock holding company would be making a market in its shares, provides
Marquette with the opportunity to take advantage of the current price
for its stock in the marketplace and gives Marquette another technique
for managing its capital. In addition, having the stock holding
company gives Marquette added flexibility in structuring mergers and
acquisitions and conducting its operations.

STOCK HOLDING COMPANY POWERS

There will be restrictions on the stock holding company,
including activity limitations applicable to Marquette Financial under
Section 10(o)(5) of the HOLA, and related regulations. The stock
holding company will be permitted to engage in activities, including
making investments in up to 5 percent of the common stock of another
financial institution. The stock holding company generally would be
permitted to engage in the activities that are closely related to
banking and permissible for bank holding companies under the BHC Act,
and activities permitted for service corporations of a
federally-chartered savings association. See "- Regulation of the
Stock Holding Company."

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CORPORATE GOVERNANCE MATTERS

The federal charter under which the stock holding company is to
be incorporated was only recently created by the OTS, and there is no
well-formed body of judicial interpretations regarding corporate
governance matters relating to this charter. The OTS has stated that
the corporate governance of the stock holding company would be
governed by corporate governance matters that are precedents
applicable to a federal savings association. However, there can be no
assurance that any court would apply this law or as to what other
sources of precedent a court may look to.

RECOMMENDATION

The board of directors of Marquette has determined that the
reorganization will provide greater operating flexibility than
Marquette's existing mutual holding company structure and that the
reorganization is in the best interests of Marquette and its
stockholders. THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE
REORGANIZATION AGREEMENT AND RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
APPROVAL OF THE REORGANIZATION AGREEMENT.

REGULATORY APPROVALS

Completion of the reorganization is conditioned upon receiving
the approval of the OTS and the WDFI. The OTS must approve the
formation of the stock holding company, including its charter, the
stock company's acquisition of 100 percent of the common stock of
Marquette and the merger between Marquette and Marquette Interim. The
WDFI must approve the merger between Marquette and Marquette Interim.
Based on recent OTS approvals of similar transactions, Marquette
believes that the OTS approval of the reorganization will include
conditions that the reorganization agreement be approved by a majority
of the total votes eligible to be cast at a meeting of Marquette's
stockholders called to vote on the transaction. Marquette does not
expect that the WDFI approval will include any conditions that would
materially affect the terms of the transaction. Although the
reorganization is conditioned upon the approval of the OTS and the
WDFI, the OTS and the WDFI approval, as well as any other regulatory
approvals, do not constitute a recommendation or endorsement of the
reorganization by the OTS or the WDFI, or other regulatory agencies.

REORGANIZATION AGREEMENT

The reorganization will be accomplished under the reorganization
agreement, which is attached as Exhibit A. The following discussion
is qualified in its entirety by reference to the reorganization
agreement.

The reorganization and the establishment of the stock holding
company will be accomplished as follows:

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* Marquette will organize the stock holding company as a
wholly owned subsidiary;

* the stock holding company will organize Marquette Interim as
a wholly owned subsidiary;

* Marquette Interim will merge with and into Marquette, with
Marquette as the surviving entity;

* in connection with the merger:

* all of the issued and outstanding shares of Marquette
common stock will automatically be converted by
operation of law into an equal number of shares of
stock holding company common stock;

* all of the issued and outstanding shares of Marquette
Interim will automatically be converted by operation of
law into an equal number of shares of the common stock
of Marquette;

* each outstanding option to purchase shares under
Marquette's stock option plan will automatically be
converted by operation of law into an option with
identical price, terms and conditions to purchase an
identical number of shares of the stock holding company
common stock instead of Marquette common stock;

* each outstanding award under Marquette's management
recognition plan will automatically be converted into
an award with identical terms and conditions to receive
an identical number of shares of the stock holding
company common stock instead of Marquette common stock;
and

* the Marquette stock option plan and management
recognition plan will automatically be continued by
operation of law as plans of the stock holding company.

As a result, Marquette will become the wholly owned subsidiary of the
stock holding company, and the stock holding company will become the
majority owned subsidiary of Marquette Financial.

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The following diagram shows Marquette's current mutual holding
company structure:

[ Marquette Financial, ]
[ M.H.C. ]

56% of Marquette common stock
<TABLE>
<CAPTION>
<S> <C> <C>
[ Marquette Savings ] 44% of Marquette [ ]
[ Bank, S.A. ] common stock [ Minority stockholders ]
[ ] [ ]
</TABLE>

The following diagram shows Marquette's proposed mutual holding
company structure following completion of the reorganization:

[ Marquette Financial, ]
[ M.H.C. ]

56% of stock holding company
common stock

<TABLE>
<CAPTION>
<S> <C> <C>
[ Marquette Capital Holding ] 44% of stock holding company [ ]
[ Company, Inc. ] common stock [ Minority stockholders ]
[ ] [ ]
</TABLE>

100% of Marquette common stock

[ Marquette Savings ]
[ Bank, S.A. ]

The board of directors of Marquette presently intends to
capitalize the stock holding company with up to $750,000, if the OTS
approves of this amount.

After the reorganization, Marquette will continue its existing
business and operations as a wholly owned subsidiary of the stock
holding company and the consolidated capitalization, assets,
liabilities, and form of consolidated financial statements of the
stock holding company immediately following the reorganization will be
substantially the same as those of Marquette immediately before
consummation of the reorganization. The articles and bylaws of
Marquette will continue in effect, and will not be affected by the
reorganization. The officers and directors and the principal
executive officers of Marquette before the reorganization will be the

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same after the reorganization. The name "Marquette Savings Bank, S.A."
will continue to be utilized. The corporate existence of Marquette
will not be affected by the reorganization.

EFFECTIVE DATE

The effective date of the reorganization will be the latest date
of approval by the OTS and the WDFI and upon which the articles of
combination are endorsed by the WDFI and the OTS. Although Marquette
does not anticipate any significant delays in obtaining this
endorsement of the articles of combination, the effects of any delays
on holders of Marquette's common stock cannot be determined at this
time. Although the reorganization is conditioned upon the approval of
the WDFI and OTS, this approval, as well as any other regulatory
approval, does not constitute a recommendation or endorsement of the
reorganization by the WDFI, the OTS, or other regulatory agencies.

OPTIONAL EXCHANGE OF STOCK CERTIFICATES

After the effective date, stock certificates evidencing shares of
Marquette common stock will represent, by operation of law, the same
number of shares of the stock holding company's common stock. Former
holders of Marquette common stock will not be required to exchange
their Marquette common stock certificates for stock holding company
common stock certificates, but will have the option to do so. DO NOT
SEND YOUR STOCK CERTIFICATES TO MARQUETTE AT THIS TIME. Any
stockholder desiring more information about the exchange may request
additional information from Marquette by writing to Mr. Gary J.
Sparza, Secretary of Marquette, at 10533 West National Avenue, West
Allis, Wisconsin 53227.

DISSENTERS' RIGHTS

The rights of Marquette stockholders are governed by Chapter 215
of the Wisconsin Statutes, which is silent on dissenters' rights.
However, the WBCL addresses dissenters' rights. Section 215.60(16) of
the Wisconsin Statutes provides that provisions of the WBCL not in
conflict with Chapter 215 of the Wisconsin Statutes are applicable.

The following discussion of dissenters' rights under the WBCL is
not complete and is qualified in its entirety by reference to the
provisions of Sections 180.1301 to 180.1331 of the WBCL, a copy of
which is attached to this proxy statement/prospectus as Exhibit D.
MARQUETTE STOCKHOLDERS MUST FOLLOW THE PROCEDURAL REQUIREMENTS OF
SECTIONS 180.1301 TO 180.1331 OF THE WBCL EXACTLY OR RISK LOSING THE
RIGHT TO DISSENT AND DEMAND PAYMENT OF THE FAIR VALUE OF THEIR COMMON
STOCK. MARQUETTE STOCKHOLDERS SHOULD READ EXHIBIT D FOR ALL STATUTORY
PROVISIONS RELATING TO DISSENTERS' RIGHTS.

Any stockholder or beneficial stockholder who desires to assert
dissenters' rights must:

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* before the vote is taken at the special meeting regarding*
approval of the reorganization agreement, deliver to
Marquette written notice that complies with Section 180.0141
of the WBCL of the stockholder's intent to demand payment
for the stockholder's shares of common stock; and

* not vote these shares in favor of approval of the
reorganization agreement.

A record stockholder may assert dissenters' rights as to fewer
than all the shares registered in that stockholder's name only if that
stockholder dissents with respect to all shares beneficially owned by
any one person and notifies Marquette in writing of the name and
address of each person on whose behalf that stockholder asserts
dissenters' rights. Any beneficial stockholder may assert dissenters'
rights as to shares held on its behalf only if the beneficial
stockholder submits to Marquette the record stockholder's written
consent to dissent not later than the time the beneficial stockholder
asserts dissenters' rights regarding all shares for which it is the
beneficial stockholder. All notices to Marquette must be sent or
delivered to Mr. Gary Sparza, Secretary, at 10533 West National
Avenue, West Allis, Wisconsin 53227.

Not more than 10 days after approval of the reorganization
agreement by Marquette stockholders, Marquette must send to each
person who has satisfied the requirements for asserting dissenters'
rights a written notice that complies with Section 180.0141 of the
WBCL which must:

* state where written demand for payment must be sent,

* state where and when stock certificates must be deposited,

* state the extent to which the transfer of uncertificated
shares will be restricted after the payment demand is
received,

* provide a form for demanding payment that includes the date
of the first announcement to news media or to stockholders
of the terms of the proposed reorganization, which was July
28, 1999, and requires that the stockholder or beneficial
stockholder asserting dissenters' rights certify whether
that stockholder acquired beneficial ownership of its shares
before that date,

* set a date, which must be at least 30 but not more than 60
days after the date on which the dissenters' notice is
delivered, by which Marquette must receive the payment
demand, and

* be accompanied by a copy of Sections 180.1301 to 180.1331 of
the WBCL.

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A stockholder or beneficial stockholder who receives a
dissenters' notice and wishes to exercise dissenters' rights must
submit a payment demand certifying whether beneficial ownership was
acquired before July 28, 1999, and must deposit the applicable stock
certificates under the dissenters' notice. A STOCKHOLDER OR
BENEFICIAL STOCKHOLDER WHO DOES NOT DEMAND PAYMENT IN THIS MANNER WILL
NOT BE ENTITLED TO PAYMENT FOR THEIR COMMON STOCK. Upon receipt of an
appropriate payment demand and the stock certificates from a
dissenting stockholder who certified that beneficial ownership was
acquired before July 28, 1999, Marquette will pay the dissenting
stockholder, if that stockholder has complied with Section 180.1323 of
the WBCL, Marquette's estimate of the fair value of the dissenting
stockholder's common stock plus accrued interest, if any, from the
date the reorganization is consummated. Upon receipt of the payment
demand and the stock certificates from a dissenting stockholder who
did not certify that beneficial ownership was acquired before July 28,
1999, Marquette may choose to withhold payment required by Section
180.1325 of the WBCL from the dissenting stockholder and must offer to
purchase the dissenting stockholder's shares at a price based upon
Marquette's estimate of the fair value of the dissenting stockholder's
common stock plus accrued interest, if any.

The payment must be accompanied by all of the following:

* Marquette's latest available financial statements, audited
and including footnote disclosure, if available, including a
balance sheet as of the end of a fiscal year ended not more
than 16 months before the date of payment, an income
statement for that year, a statement of changes in
stockholders' equity for that year and the latest available
interim financial statements, if any,

* Marquette's estimate of the fair value of the common stock,

* an explanation of how interest was calculated,

* a statement of the dissenting stockholder's right to demand
payment under Section 180.1328 of the WBCL if dissatisfied
with the payment, and

* A copy of Sections 180.1301 to 180.1331 of the WBCL.

Within 30 days after receipt of the payment or offer, the
dissenting stockholder must either accept the payment or offer or
notify Marquette in writing of the stockholder's estimate of the fair
value of the common stock and accrued interest and demand payment of
the stockholder's estimate less any payment previously received. If
Marquette fails to make payment to a person within 60 days after the
date set for demanding payment, the person may notify Marquette in
writing of the person's own estimate of the fair value of the person's
common stock and accrued interest and demand payment of the
stockholder's estimate. If a dissenting stockholder and Marquette

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cannot agree as to the fair value of the common stock, Marquette must,
within 60 days after receiving the payment demand, commence a special
proceeding in the Circuit Court of Milwaukee County, Wisconsin to
determine the fair value of the common stock and accrued interest. If
Marquette fails to commence this proceeding within 60 days, Marquette
must pay to each dissenting stockholder whose demand remains unsettled
the amount each dissenting stockholder demands as fair value. See
"The Reorganization - Conditions to the Reorganization."

If a Marquette stockholder validly perfects its rights to dissent
from the reorganization and becomes entitled to a redemption of its
common stock for fair value under the WBCL, Marquette would incur
adverse federal income tax consequences if it redeems the
stockholder's common stock. Under the Internal Revenue Code, savings
associations like Marquette are governed by special tax rules. For
many years, savings associations were permitted to deduct from taxable
income, as a bad debt deduction, a percentage of their taxable income
without consideration of their actual loan loss experience. These
deductions have accumulated and are commonly referred to as
Marquette's untaxed bad debt reserve. The repurchase of common stock
from a stockholder that is not pro rata to all stockholders would
require Marquette, in most cases, to record taxable income in excess
of the amount of the price paid by Marquette to repurchase the common
stock. Marquette would incur a tax liability in excess of 50 percent
of the purchase price for the common stock it buys back, assuming a
marginal tax rate of 35 percent.

The reorganization agreement provides, as a condition to
completing the reorganization, that no stockholder validly exercise
dissenters' rights. Marquette's board of directors has discretion to
waive this dissenters' rights condition. A stockholder who validly
exercises dissenters' rights may cause this condition to completion of
the reorganization not to be satisfied, which could result in the
reorganization being abandoned. Marquette's board of directors would
consider terminating the reorganization by assessing the cost of the
adverse tax consequences associated with any potential bad debt
recapture relative to the advantages of restructing under the stock
holding company form of ownership.

TAX CONSEQUENCES

Marquette will receive an opinion of its special counsel, Schiff
Hardin & Waite, Chicago, Illinois, as to the United States federal and
Wisconsin state income tax consequences of the reorganization. This
opinion of counsel provides substantially that:

* the merger of Marquette Interim with and into Marquette will
constitute a reorganization under Section 368 of the
Internal Revenue Code, and the stock holding company,
Marquette and Marquette Interim each will be a "party to a
reorganization" within the meaning of Section 368(b), if the
merger of Marquette Interim with and into Marquette

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qualifies as a statutory merger under applicable law and if
after the transaction Marquette will hold substantially all
of the assets of Marquette Interim and Marquette
stockholders exchange solely for stock holding company
voting stock at least 80 percent of the combined voting
power of all classes of Marquette stock entitled to vote and
at least 80 percent of all other classes of Marquette stock;

* no gain or loss will be recognized by Marquette stockholders
on the exchange of Marquette common stock solely for the
stock holding company common stock;

* no gain or loss will be recognized by the stock holding
company on the receipt by it of Marquette common stock
solely in exchange for stock holding company common stock;

* the tax basis of the stock holding company common stock
received by Marquette's stockholders will be the same as the
basis of Marquette common stock surrendered in exchange;

* the holding period of the stock holding company common stock
to be received by Marquette stockholders will include the
holding period of Marquette common stock surrendered in
exchange;

* Marquette common stock was held as a capital asset on the
date of the exchange; and

* no gain or loss will be recognized by Marquette stockholders
as a result of conversion of their option to purchase common
stock into options to purchase stock holding company common
stock.

This opinion will not be binding on the Internal Revenue Service
and Wisconsin Department of Revenue, and there can be no assurance
that the IRS will not contest the conclusions. The opinion may be
based in part upon factual assumptions and representations made, and
certificates delivered, by Marquette, Marquette Financial and
stockholders, officers and other persons, which representations and
certificates Schiff Hardin & Waite will assume to be true, correct and
complete. If these representations or certificates are inaccurate,
the opinion could be adversely affected.

Each Marquette stockholder should consult his own tax counsel as
to specific federal, state and local tax consequences of the
reorganization, if any, to that stockholder.

CONSEQUENCES UNDER FEDERAL SECURITIES LAWS

Marquette common stock is registered under Section 12 of the
Securities Exchange Act of 1934, as administered by the OTS. Upon

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consummation of the reorganization, the stock holding company common
stock will be registered under the Section 12 of the Exchange Act as
administered by the Securities and Exchange Commission. The Exchange
Act will apply to the stock holding company to the same degree that it
currently applies to Marquette, except that the powers, functions and
duties to administer and enforce the Exchange Act requirements
regarding periodic and other reports, proxies, tender offers, and
short swing profits, and other requirements of the Exchange Act that
are vested in the OTS regarding securities of insured savings
associations, including Marquette, are vested in the SEC regarding
securities of business corporations, including the stock holding
company.

CONDITIONS TO THE REORGANIZATION

The reorganization agreement describes conditions to the
completion of the reorganization, including:

* approval of the reorganization agreement by the affirmative
vote of the holders of two-thirds of the outstanding shares
of Marquette common stock;

* receipt of a ruling from the IRS or an opinion of tax
counsel that the reorganization will be treated as a
non-taxable transaction under the Internal Revenue Code and
that no gain or loss will be recognized by the stockholders
of Marquette upon the exchange of Marquette common stock
solely for the stock holding company common stock;

* receipt of all required regulatory approvals, including
those from the OTS, the WDFI and any other regulatory
agencies; and

* valid exercise of dissenters' rights by a stockholder.

Marquette's board of directors has discretion to waive the condition
regarding dissenters' rights.

Marquette Financial, which owns a majority of the outstanding
shares of Marquette common stock, intends to vote its shares in favor
of the reorganization agreement. Marquette has received an opinion of
tax counsel that the reorganization will be deemed to constitute a
non-taxable transaction under the Code and that no gain or loss will
be recognized by the stockholders of Marquette upon the exchange of
Marquette common stock solely for the stock holding company common
stock.

AMENDMENT, TERMINATION OR WAIVER

Written amendment of the reorganization agreement may occur at
any time if the amendment is not materially adverse to Marquette.

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The reorganization agreement may be terminated:

* at the election of any party to the reorganization agreement
if any condition of any party under the reorganization
agreement is neither satisfied nor able to be satisfied and
is not waived; or

* before the effective date by the mutual consent of the
boards of directors of these parties.

In the event of termination of the reorganization agreement, no party
will have any further liability or obligation to any other party under
the reorganization agreement.

Any terms or conditions of the reorganization agreement may be
legally waived at any time by the party which is entitled to said
benefit.

BUSINESS OF THE STOCK HOLDING COMPANY

GENERAL. The stock holding company currently has no business
activities and is not expected to engage in any business activity
other than to hold all of the voting stock of Marquette immediately
after the reorganization. In the future, however, the stock holding
company may pursue other investment opportunities, including possible
diversification through mergers and acquisitions. Until the stock
holding company pursues other investment opportunities, the
competitive conditions to be faced by the stock holding company will
be the same as those faced by Marquette.

PROPERTY. The stock holding company initially is not expected to
own or lease real or personal property. Instead, it intends to
utilize the premises, equipment and furniture of Marquette and will
pay a rental fee to Marquette.

LEGAL PROCEEDINGS. The stock holding company is not a party to
any legal proceeding.

EMPLOYEES. The stock holding company presently does not intend
to employ any persons other than its management. It will utilize the
support staff of Marquette from time to time. If the stock holding
company acquires other savings institutions or pursues other lines of
business, it may hire additional employees at that time.

MANAGEMENT OF THE STOCK HOLDING COMPANY

DIRECTORS. The directors of the stock holding company are, and
upon consummation of the reorganization will continue to be, the same
persons who are the present directors of each of Marquette and
Marquette Financial. The three-year terms of the stock holding
company's directors will be staggered to provide for the election of

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approximately one-third of the board members each year, like those
relating to Marquette.

EXECUTIVE OFFICERS. The executive officers of the stock holding
company are, and upon consummation of the reorganization will continue
to be, the same persons who are the present the executive officers of
each of Marquette and Marquette Financial.

REMUNERATION. Until the stock holding company becomes actively
involved in additional businesses, no compensation will be paid to its
directors and officers in addition to compensation paid to them by
Marquette. However, the stock holding company may determine that
separate and additional compensation is appropriate in the future.

EMPLOYEE BENEFIT PLANS. As the directors and officers of the
stock holding company will not initially be compensated by the stock
holding company but will continue to be compensated by Marquette, no
separate plans for directors and officers of the stock holding company
are anticipated at this time. The stock holding company will assume
Marquette's stock option plan and Marquette's management recognition
plan, which will continue to cover directors, officers and employees
of Marquette on the same terms as under the plans as maintained by
Marquette. Marquette will continue to maintain its other benefit
programs.

INDEMNIFICATION OF OFFICERS AND DIRECTORS. OTS regulations
provide for the indemnification of directors, officers and employees
against legal and other expenses incurred in defending lawsuits
brought or threatened against them by reason of their performance as a
director, officer, or employee. Indemnification may be made to the
person only if final judgment on the merits is in his favor or in case
of settlement, final judgment against him, or final judgment in his
favor, other than on the merits, if a majority of the disinterested
directors of the stock holding company determine that he was acting in
good faith within the scope of his employment or authority as he could
reasonably have perceived it under the circumstances and for a purpose
he could have reasonably believed under the circumstances was in the
best interests of the stock holding company or its stockholders. If a
majority of the disinterested directors of the stock holding company
concludes that in connection with an action any person ultimately may
become entitled to indemnification, the directors may authorize
payment of reasonable costs and expenses arising from defense or
settlement of the action. The stock holding company is required to
give the OTS at least 60 days notice of its intention to make
indemnification, and no indemnification shall be made if the OTS
objects to the stock holding company in writing. The bylaws of the
stock holding company reflect the OTS regulations on indemnification.
The stock holding company plans to obtain insurance coverage for its
directors and officers.

To the extent that indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or

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persons controlling the stock holding company, the stock holding
company has been informed that, in the opinion of the SEC, this
indemnification is against public policy as expressed in the
Securities Act and is unenforceable. In addition, federal banking
regulations restrict the stock holding company from indemnifying
officers and directors for civil monetary penalties or judgments
resulting from administrative or civil actions instituted by any
federal banking agency, or any other liability or legal expense
regarding any administrative proceeding or civil action instituted by
any federal banking agency, which results in a final order or
settlement in which that person is assessed a civil money penalty,
removed from office or prohibited from participating in the conduct of
the affairs of an insured depository institution, or required to cease
and desist from or take actions.

COMPARISON OF STOCKHOLDERS RIGHTS AND ANTI-TAKEOVER PROVISIONS

INTRODUCTION. As a result of the reorganization, holders of
Marquette common stock will become stockholders of the stock holding
company. The rights of these stockholders will be governed by federal
law and OTS regulations and by the federal stock charter and bylaws of
the stock holding company, as well as any conditions the OTS might
impose in approving the reorganization. The rights of Marquette
stockholders are governed by Chapter 215 of the Wisconsin Statutes and
the articles and bylaws of Marquette. Differences arise from this
change of governing law and the distinctions between Marquette's
articles and bylaws and the stock holding company's charter and
bylaws. The following discussion is not intended to be a complete
statement of the differences affecting the rights of stockholders, but
summarizes significant differences. The charter and bylaws of the
stock holding company are attached as Exhibits B and C and should be
reviewed for more information.

A number of provisions in the articles and bylaws of Marquette
and the charter and bylaws of the stock holding company deal with
matters of corporate governance and the rights of stockholders. The
following discussion is a general summary and comparison of these
provisions and other statutory and regulatory provisions, some of
which might be deemed to have potential antitakeover effects.

ISSUANCE OF CAPITAL STOCK. Marquette's articles authorize the
issuance of 3,000,000 shares of common stock, par value $.01 per
share. The articles of the stock holding company authorize the
issuance of 10,000,000 shares of common stock, par value $.01 per
share, and 2,000,000 shares of serial preferred stock, no par value
per share. Following the reorganization, there will be the same number
of shares of the holding company common stock outstanding as there
were shares of Marquette common stock outstanding immediately before
the reorganization.

PAYMENT OF DIVIDENDS. The board of Marquette may declare and pay
dividends, according to the orders and rules of the WDFI. However,

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Marquette has never paid any cash dividends on its capital stock. See
"Dividend Policy."

OTS regulations impose limitations upon all capital distributions
by savings associations, including cash dividends, payments to
repurchase or otherwise acquire shares, payments to stockholders of
another association in a cash-out merger and other distributions
charged against capital. The regulations establish three tiers of
associations. A Tier 1 Association exceeds all fully phased-in
capital requirements before and after the proposed capital
distribution and has not been advised by the OTS that it is in need of
more than normal supervision. This association could, after prior
notice but without the approval of the OTS, make capital distributions
during a calendar year up to the higher of:

* 100 percent of its net income to date during the calendar
year plus the amount that would reduce by one-half its
"surplus capital ratio," the excess capital over its fully
phased-in capital requirements, at the beginning of the
calendar year, or

* 75 percent of its net reserve over the most recent four-
quarter period.

Any additional capital distributions would require prior regulatory
approval. In computing the association's permissible percentage of
capital distributions, previous distributions made during the prior
four quarter period must be included. As of March 31, 1999, Marquette
met the requirements of a Tier 1 Association. If Marquette's capital
fell below its fully phased-in requirement or the OTS notified it that
it was in need of more than normal supervision, its ability to make
capital distributions could be restricted. In addition, the OTS could
prohibit a proposed capital distribution by any association, which
would otherwise be permitted by regulation, if the OTS determines that
this distribution would constitute an unsafe or unsound practice.
Moreover, under the OTS prompt corrective action regulations,
Marquette would be prohibited from making any capital distribution if,
after the distribution, Marquette would have a:

* total risk-based capital ratio of less than 8 percent,

* Tier 1 risk-based capital ratio of less than 4 percent, or

* leverage ratio of less than 4 percent or has a leverage
ratio that is less than 3 percent if the association is
rated composite 1 under the UFIRS rating system in the most
recent examination of the association and is not
experiencing or anticipating significant growth.

Effective April 1, 1999, the OTS revised its capital distribution
regulation. Under the revised regulation, institutions that are not
subsidiaries of a savings and loan holding company can qualify for a

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capital distribution without a notice or application to OTS, if they
meet specified conditions, including retaining a well-capitalized
designation following the distribution and having CAMEL and compliance
ratings of 1 or 2. Other institutions either have to notify OTS or
obtain the OTS' approval, depending on the condition of the
institution and the amount and nature of the capital distribution, but
these institutions may now file a schedule of proposed capital
distributions for a year at a time, rather than filing separate
notices.

The board of the stock holding company may declare and pay
dividends on its outstanding shares of common stock out of funds
legally available, as permitted by its charter and OTS regulations.
The stock holding company board without stockholder approval can issue
preferred stock with dividend rights. If preferred stock is issued,
the holders may have priority over common stockholders regarding
dividends.

After the reorganization, the stock holding company's principal
source of income will initially consist of its equity in the earnings,
if any, of Marquette. Although there will not be the above dividend
restrictions regarding dividend payments to its stockholders on the
stock holding company, the restrictions on Marquette's ability to pay
dividends to the stock holding company will continue in effect.

The payment of future cash dividends by Marquette, and by the
stock holding company, will continue to depend upon Marquette's
earnings, financial condition and capital requirements, as well as
regulatory considerations. The declaration of dividends by Marquette
or the stock holding company is in the discretion of the board of
directors of these organizations.

SPECIAL MEETINGS OF STOCKHOLDERS. Special meetings of
Marquette's stockholders may be called by the Chairperson of the Board
or the President. At the written request of the holders of at least
ten percent of the common stock entitled to vote at the meeting or of
a majority of the board of directors, a special meeting will be called
to be held within 60 days after the delivery of this request. Special
meetings of the stock holding company's stockholders may be called by
the Chairman of the Board, the President or a majority of the board of
directors and shall be called by the Chairman of the Board, the
President, or the Secretary upon the written request of the holders of
at least ten percent of all outstanding capital stock entitled to vote
at said meetings.

CUMULATIVE VOTING. Cumulative voting entitles a stockholder to
cast a number of votes in the election of directors equal to the
number of the stockholder's shares of common stock multiplied by the
number of directors to be elected, and to distribute the votes among
one or more of the nominees to be elected. The articles of Marquette
do not provide for cumulative voting. The charter of the stock
holding company states that cumulative voting for the election of

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directors is not permitted. The absence of cumulative voting rights
means that the holders of a majority of the shares voted at a meeting
of stockholders may elect all directors of Marquette and the stock
holding company, precluding minority stockholder representation on
Marquette's and the stock holding company's boards of directors.
Because Marquette Financial owns a majority of Marquette common stock,
and will own a majority of the common stock of the stock holding
company, Marquette Financial is able to elect all of the directors of
Marquette's board of directors, and after the reorganization will be
able to elect all of the members of the stock holding company's board
of directors.

RIGHTS OF STOCKHOLDERS TO DISSENT. Stockholders of Marquette may
assert dissenters' rights regarding business combinations involving
Marquette if a Marquette stockholder does not vote in favor of the
business combination and complies with the requirements of the WBCL.
Stockholders of Marquette may assert dissenters' rights in connection
with the reorganization. See "- Dissenters' Rights." Management
believes that the OTS may require that the stock holding company
provide dissenters' rights similar to those applicable to federal
savings associations, although the stock holding company will not
provide these rights if the OTS does not require it to do so.
Stockholders of a federal thrift have dissenters' rights combinations
of the association if the stockholder has not voted in favor of the
combination and complies with the procedural requirements of federal
regulations. A stockholder of the association does not have
dissenters' rights, if, generally, the stockholder receives cash
and/or securities listed on a national securities exchange in exchange
for association securities in the combination, and the association's
stock is listed on a national securities exchange or stockholder
approval of the combination is not required.

RESTRICTIONS IN THE STOCK HOLDING COMPANY'S CHARTER AND BYLAWS.
A number of provisions of the stock holding company's charter and
bylaws deal with matters of corporate governance and rights of
stockholders. The following discussion is a general summary of
provisions of the stock holding company's charter and bylaws and other
statutory and regulatory provisions relating to stock ownership and
transfers, and business combinations, which might be deemed to have
potential anti-takeover effects. These provisions may have the effect
of discouraging a future takeover attempt or change of control which
is not approved by the board of directors but which a majority of
individual stock holding company stockholders may deem to be in their
best interests or in which stockholders may receive a substantial
premium for their shares over then current market prices. As a
result, stockholders who desire to participate in the a transaction
may not have an opportunity to do so. These provisions will also
render the removal of the current board of directors or management of
the stock holding company more difficult. The following description
of the material provisions of the charter and bylaws of the stock
holding company is necessarily general and reference should be made in

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each case to the charter and bylaws, which are attached as Exhibits B
and C.

LIMITATION ON VOTING RIGHTS. The charter of the stock holding
company provides that, for a period of five years from the
effective date of Marquette's mutual-to-stock conversion, no
person, other than Marquette Financial, may directly or
indirectly offer to acquire or acquire the beneficial ownership
of more than 10 percent of any class of equity security of the
stock holding company. Each share beneficially owned in
violation of this percentage limitation will not be counted as
shares entitled to vote, will not be voted by any person or
counted as voting shares in connection with any matter submitted
to stockholders for a vote. The limitation does not apply to a
transaction in which the stock holding company forms a holding
company without change in the beneficial ownership interest of
its stockholders; the purchase of shares by underwriters in
connection with a public offering; or the purchase of shares by a
tax-qualified employee stock benefit plan. Also, during this
five-year period, stockholders may not cumulate their votes for
election of directors.

LIMITATION ON CALLING SPECIAL MEETINGS OF STOCKHOLDERS. During
this five-year period, special meetings of stockholders relating
to changes in control of the stock holding company or amendments
to its charter will be called only at the direction of the board
of directors.

MUTUAL HOLDING COMPANY OWNERSHIP. So long as Marquette Financial
is in existence, Marquette Financial must own at least a majority of
the outstanding voting stock of Marquette, and following the
reorganization, of the stock holding company. Marquette Financial
currently is able to elect Marquette's directors and direct the
affairs and business operations of Marquette, and after the
reorganization, will be able to elect the stock holding company's
directors and direct the affairs and business operations of the stock
holding company.

AMENDMENT OF THE BYLAWS AND CHARTER. Marquette's bylaws may be
amended or repealed or new bylaws may be adopted by the affirmative
vote of a majority of all votes cast at a stockholders meeting or by
the affirmative vote of at least two-thirds of the directors present
at a directors meeting where a quorum is present. The stock holding
company's bylaws may be amended by a majority vote of the votes cast
at a stockholders meeting or by a majority vote of the authorized
board of directors. Amendment of each of the Marquette and stock
holding company bylaws requires applicable regulatory approval. In
general, the stock holding company charter may not be amended without
proposal by the board, approval by a majority of the votes of the
stockholders eligible to be cast at a stockholders meeting, unless a
higher vote is required, and approval or preapproval by the OTS.

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REGULATION OF THE STOCK HOLDING COMPANY

The stock holding company will be registered with and will be
examined and supervised by the OTS. The operations of the stock
holding company will be governed by the HOLA and regulations
promulgated by the OTS. The stock holding company will be regulated
as a mutual holding company within the meaning of the HOLA. The
activities of a mutual holding company are generally limited to those
permitted for multiple savings and loan holding companies and bank
holding companies, namely, activities closely related to banking. The
stock holding company will have broader powers than its parent mutual
holding company, including the ability to invest in service
corporations. The powers and restrictions relating to the stock
holding company are discussed in detail below.

Under Section 10(o) of the HOLA, a mutual holding company,
including the stock holding company, may engage only in:

* investing in the stock of a savings association;

* merging with or acquiring another holding company, one of
whose subsidiaries is a savings association;

* investing in a corporation the capital stock of which is
available for purchase by a savings association under
federal law or under the law of any state where the
subsidiary savings association or associations have their
home offices;

* furnishing or performing management services for a savings
association subsidiary of the holding company;

* holding, managing, or liquidating assets owned or acquired
from a savings association subsidiary of the company;

* holding or managing properties used or occupied by a savings
association subsidiary of the company;

* acting as trustee under a deed of trust;

* any activity that the Federal Reserve Board, by regulation,
has determined to be permissible for bank holding companies
under Section 4(c) of the BHC Act, unless the Director of
the OTS, by regulation, prohibits or limits any activity for
savings and loan holding companies, or in which multiple
savings and loan holding companies were authorized by
regulation to directly engage on March 5, 1987; and

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* purchasing, holding, or disposing of stock acquired relating
to a qualified stock issuance if the purchase of the stock
by the holding company is approved by the Director of the
OTS.

If a mutual holding company acquires or merges with another holding
company, the holding company acquired or the holding company resulting
from the merger or acquisition may only invest in assets and engage in
activities listed above, and it has a period of two years to cease any
non-conforming activities and divest any non-conforming investments.

In addition to the activities described above, the stock holding
company may utilize its authority under Section 10(o)(5) of the HOLA
and 12 C.F.R. 575.10(a)(6) to acquire subsidiaries engaged in any
activity authorized under 12 C.F.R. Part 559, namely, a service
corporation, or activities approved for service corporations of
state-chartered savings associations in the state where the stock
holding company's subsidiary has its home office.

The HOLA prohibits a savings and loan holding company, directly
or indirectly, from:

* acquiring control, as defined under the HOLA, of a savings
association or a savings and loan holding company without
prior OTS approval;

* acquiring or retaining more than 5 percent of the voting
shares of a savings association or a savings and loan
holding company which is not a subsidiary, with particular
exceptions;

* acquiring through merger, consolidation or the purchase of
assets, another savings association or any association
holding company, or acquiring all or substantially all of
the assets of any association or holding company without
prior OTS approval; or

* acquiring control of an institution not insured by the FDIC.

A savings and loan holding company may not acquire as a separate
subsidiary an insured institution that has its principal office
outside of the state where the principal office of its subsidiary
institution is located, except in the case of emergency acquisitions
approved by the FDIC, if the holding company controlled, as defined,
the insured institution as of March 5, 1987, or if the laws of the
state in which the insured institution to be acquired is located
specifically authorize a savings institution chartered by that state
to be acquired by a savings institution chartered by the state where
the acquiring savings institution or savings and loan holding company
is located, or by a holding company that controls the state chartered
institution. No director or officer of a savings and loan holding
company or person owning or controlling more than 25 percent of the

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holding company's voting shares may, except with the prior approval of
the OTS, acquire control of any savings association that is not a
subsidiary of the holding company. If the OTS approves said
acquisition, the activities limitations that apply to multiple savings
and loan holding companies, in the absence of supervisory exceptions,
will apply to any holding company controlled by said officer, director
or person.

The stock holding company is restricted in all but a few cases in
terms of activity applicable to its mutual holding company parent.
Following is a summary of key OTS regulatory provisions applicable to
the stock holding company.

* The stock holding company has the same restrictions as its
mutual holding company parent for pledges of stock of the
savings association subsidiary in that the proceeds of any
loan secured by the savings association's stock must be
infused into the savings association to increase the
association's capital.

* The stock holding company has the same dividend waiver
restrictions as those imposed on the savings association
subsidiary. In waiving any dividend paid by the stock
holding company, the mutual holding company will be required
to follow the same procedures it currently follows in
waiving dividends paid by the savings association.

* The stock holding company has the same restrictions
concerning indemnification and employment contracts as those
imposed on its mutual holding company parent.

* The stock holding company must be federally chartered. The
requirements for the stock holding company's federal charter
are described in OTS regulations, and the stock holding
company's bylaws must follow the model bylaws for federal
stock savings associations. See "- Comparison of
Stockholders Rights and Anti-takeover Provisions."

* The stock holding company will have the restrictions on the
issuance of securities by savings association subsidiaries.
Generally, the stock holding company may not issue stock to
the public, whether by way of a merger or otherwise, without
affording the mutual members a priority subscription right
to purchase the stock.

* All stock offerings by the stock holding company must
receive prior OTS approval.

* The stock holding company must own 100 percent of the stock
of the subsidiary savings association.

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* The stock holding company will be permitted to engage in
stock repurchase programs provided it complies with OTS
regulations relating to repurchases by subsidiary savings
associations. Absent unusual circumstances, for purposes of
the three year restriction on repurchases, the OTS will
generally permit the stock holding company to 'tack on' or
include the period that the shares initially issued by the
savings association were outstanding.

* In the event of a mutual-to-stock conversion of the mutual
holding company, minority stockholders of the stock holding
company would be able to exchange their shares for shares of
the converted mutual holding company in the same manner that
minority stockholders of a subsidiary savings association
currently are able. The OTS will continue to use the "fair
and reasonable" standard in evaluating the terms of the
exchange.

DESCRIPTION OF CAPITAL STOCK OF THE STOCK HOLDING COMPANY

The stock holding company is authorized to issue 10,000,000
shares of common stock having a par value of $.01 per share and
2,000,000 shares of serial preferred stock, no par value per share.

COMMON STOCK. The stock holding company currently will issue a
number of shares common stock equal to the number of shares of
Marquette common stock outstanding immediately before the
reorganization, and will issue no shares of preferred stock in the
reorganization. Each share of the common stock will have the same
relative rights as, and will be identical in all respects with, each
other share of common stock.

The common stock of the stock holding company will represent
nonwithdrawable capital, will not be an account of an insurable type,
and will not be insured by the FDIC or any government agency.

DIVIDENDS. The payment of dividends by the stock holding company
may be limited by law and applicable regulations. The holders of the
stock holding company common stock will be entitled to receive and
share equally in the dividends as may be declared by the board of
directors of the stock holding company out of funds legally available.
If the stock holding company issues preferred stock, the holders of
the preferred stock may have a priority over the holders of the common
stock regarding dividends.

VOTING RIGHTS. The holders of the stock holding company common
stock will possess exclusive voting rights in the stock holding
company. They will elect the stock holding company's board of
directors and act on other matters as are required to be presented to
them under OTS Rules and Regulations or as are otherwise presented to
them by the board of directors. If the stock holding company issues

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preferred stock, holders of the preferred stock may also possess
voting rights.

LIQUIDATION. In the event of any liquidation, dissolution or
winding up of Marquette, the stock holding company, as holder of
Marquette's capital stock, would be entitled to receive, after payment
or provision for payment of all debts and liabilities of Marquette,
including all deposit accounts and accrued interest, all assets of
Marquette available for distribution. In the event of liquidation,
dissolution or winding up of the stock holding company, the holders of
its common stock would be entitled to receive, after payment or
provision for payment of all its debts and liabilities, for
distributions to holders of any class or series of stock having
preference over the common stock, in cash or in kind, the assets of
the stock holding company available for distribution. If preferred
stock is issued, the holders may have a priority over the holders of
the common stock in the event of liquidation or dissolution.

PREEMPTIVE RIGHTS. Holders of the stock holding company common
stock will not be entitled to preemptive rights with respect to any
shares which may be issued.

PREFERRED STOCK. None of the shares of the stock holding
company's authorized preferred stock will be issued in the
reorganization. This stock may be issued with the preferences and
designations as the board of directors may from time to time
determine. The board of directors can, without stockholder approval,
issue preferred stock with voting, dividend, liquidation and
conversion rights which could dilute the voting authority of the
holders of the common stock and may assist management in impeding an
unfriendly takeover or attempted change in control.

ACCOUNTING TREATMENT

STOCKHOLDER PROPOSALS

If the reorganization is not completed, any stockholder proposal
intended for inclusion in Marquette's proxy statement and proxy card
relating to Marquette's 2000 annual meeting of stockholders must be

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received by the Secretary of Marquette by February 23, 2000, under the
proxy soliciting regulations of the SEC.

WHERE YOU CAN FIND MORE INFORMATION

This proxy statement is also a prospectus of the stock holding
company delivered in compliance with the Securities Act. A
registration statement under the Securities Act has been filed by the
stock holding company with the SEC regarding the shares of common
stock offered. This proxy statement/prospectus does not contain all
the information in the registration statement, parts of which are
omitted under SEC rules and regulations. The registration statement
may be inspected and copied at the public rooms of the SEC in
Washington, D.C., New York, New York and Chicago, Illinois. Please
call the SEC at (800) SEC-0330 for more information on the public
reference rooms. Copies of all or any part of the registration
statement may be obtained upon payment of a fee prescribed by the SEC.
The SEC also maintains a web site at http://www.sec.gov that contains
SEC filings. The registration statement contains more information
about the stock holding company and the common stock offered.

Marquette also has filed with the OTS an application to form a
mid-tier holding company on Form H-(e)1. This proxy statement/
prospectus does not contain all the information contained in this
application, parts of which are omitted under the rules and
regulations of the OTS. This application may be inspected at the
offices of the OTS without charge, namely, at the principal office of
the OTS in Washington, D.C. and at the office of the Regional Director
of the Central Region of the OTS located in Chicago, Illinois. Copies
of all or any part of the application may be obtained upon payment of
a fee prescribed by the OTS.

For more information about the stock holding company and the
common stock offered, reference is made to the registration statement
and the application, including their exhibits. The summaries or
descriptions of documents, statutes or regulations in this proxy
statement/prospectus do not purport to be complete. Reference is made
to the copies of documents attached to this proxy statement/prospectus
or otherwise filed as part of the registration statement or the
application and to statutes or regulations for a full and complete
statement of their provisions, and the summaries and descriptions are
qualified in their entirety by this reference.

The proxy statement has been filed by Marquette with the OTS
under the Exchange Act. Marquette also has filed reports and other
information with the OTS under the Exchange Act. This information can
be inspected and copied at the OTS.

FINANCIAL INFORMATION

Marquette's 1999 Annual Report to Stockholders was previously
furnished to stockholders and includes Marquette's financial

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statements for the fiscal year ended March 31, 1999. These financial
statements include consolidated statements of financial condition,
income, changes in stockholders' equity and cash flows. Any present
Marquette stockholder who did not receive this Annual Report or
requires another copy will be furnished with a copy without charge
upon request to Mr. Gary J. Sparza, Secretary of Marquette, at 10533
West National Avenue, West Allis, Wisconsin 53227.

FORWARD-LOOKING STATEMENTS

Particular statements in this proxy statement/prospectus
constitute "forward-looking statements" within the meaning of Section
21E under the Exchange Act. Forward-looking statements may be made
regarding Marquette's pricing and fee trends, credit quality and
outlook, new business results, expansion plans, and anticipated
expenses. Marquette intends these forward-looking statements to be
within the safe harbor created by the Exchange Act and is including
this statement to avail itself of these safe harbor provisions.
Forward-looking statements, which are based on assumptions and
describe future plans, strategies and expectations of Marquette, are
identified by statements containing words and phrases, including
"may," "project," "are confident," "should be," "will be," "predict,"
"believe," "plan," "expect," "estimate," "anticipate" and similar
expressions. These forward-looking statements reflect Marquette's
current views regarding future events and financial performance, but
are conditioned upon many uncertainties and factors relating to
Marquette's operations and business environment, which could change at
any time and which could cause actual results to differ materially
from those expressed or implied by the forward-looking statements.

There are inherent difficulties in predicting factors that may
affect the accuracy of forward-looking statements. Potential risks
and uncertainties that may affect Marquette's operations, performance,
development and business results include the following:

* the risk of adverse changes in business conditions in the
banking industry generally and in the specific markets in
which Marquette's subsidiary bank operates;

* changes in the legislative and regulatory environment that
result in increased competition or operating expenses;

* changes in interest rates and changes in monetary and fiscal
policies;

* increased competition from other financial and non-financial
institutions;

* factors that may affect Marquette's ability, or the ability
of its customer or suppliers, to achieve year 2000 readiness
in a timely manner, including the ability of its vendors,
clients, counter-parties and customers to complete their

-88-

year 2000 renovation efforts on a timely basis and in manner
that allows them to continue normal business operations or
furnish products, services or data to Marquette without
disruption, and Marquette's ability to accurately evaluate
the year 2000 readiness of its vendors, clients, counter-
parties and customers in this regard and, where necessary
develop and implement effective contingency plans;

* the competitive impact of technological advances in the
conduct of the banking business; and

* other risks disclosed from time to time in Marquette's
filings with the OTS.

These risks and uncertainties should be considered in evaluating
forward-looking statements, and undue reliance should not be placed on
these statements. Marquette does not assume any obligation to update
or revise any forward-looking statements after the date on which they
are made.

LEGAL MATTERS

The validity of the stock holding company common stock to be
issued in the reorganization will passed upon for the stock holding
company by Schiff Hardin & Waite, Chicago, Illinois.

-89-

EXHIBIT A
---------

MARQUETTE SAVINGS BANK, S.A.

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of December
14, 1999, is entered into by and among MARQUETTE SAVINGS BANK, S.A., a
Wisconsin chartered stock savings association (the "Association"),
MARQUETTE CAPITAL HOLDING COMPANY, INC., a federally-chartered capital
stock corporation (the "Stock Holding Company"), and MARQUETTE INTERIM
FEDERAL SAVINGS BANK, a to-be-formed interim federal stock savings
bank ("Interim").

The parties hereto desire to enter into an Agreement and Plan of
Reorganization whereby the corporate structure of the Association will
be reorganized into the stock holding company form of ownership. The
result of such reorganization will be that immediately after the
Effective Date (as defined in Article V below), all of the issued and
outstanding shares of common stock, par value $0.01 per share, of the
Association will be held by the Stock Holding Company, and the holders
of the issued and outstanding shares of common stock of the
Association will become the holders of the issued and outstanding
shares of common stock of the Stock Holding Company.

The Association has determined to undertake the reorganization
for several business purposes. As a savings association, the
Association cannot repurchase its stock in the open market without
incurring significant adverse tax consequences. By reorganizing under
a Stock Holding Company structure, the Stock Holding Company, unlike
the Association, can repurchase its stock in the open market without
adverse tax consequences. The Board of Directors of the Association
has determined that having the ability to repurchase shares in the
open market is important in that it provides liquidity for the shares,
since the Stock Holding Company would be making a market in its
shares, provides the Association with the opportunity to take
advantage of the current price for its stock in the marketplace and
gives the Association another technique for managing its capital. In
addition, having the Stock Holding Company gives the Association added
flexibility in structuring mergers and acquisitions and conducting its
operations.

The reorganization of the Association will be accomplished by the
following steps: (1) the formation by the Association of the Stock
Holding Company as a wholly owned subsidiary of the Association, (2)
the formation by the Stock Holding Company of Interim as a wholly
owned subsidiary of the Stock Holding Company and (3) the merger of
Interim with and into the Association, with the Association as the
surviving savings association. Under the terms of the merger: (i)
each of the issued and outstanding shares of common stock of the

A-1

Association shall be converted by operation of law into an equal
number of issued and outstanding shares of common stock of the Stock
Holding Company and (ii) each of the issued and outstanding shares of
common stock of Interim shall automatically be converted by operation
of law into an equal number of issued and outstanding shares of common
stock of the Association. Notwithstanding any other provision herein,
at any time prior to the Effective Date, the Association shall be
entitled to revise the structure of the merger or other transactions
contemplated hereby or the manner of effecting such transactions;
provided, that each of the transactions comprising such revised
structure or manner shall not, as a result of such revision, subject
any of the stockholders of the Association to adverse tax
consequences. This agreement and any related documents shall be
appropriately amended in order to reflect any such revised structure.

NOW, THEREFORE, in order to consummate the transaction
contemplated by this Agreement and Plan of Reorganization, and in
consideration of the mutual covenants herein set forth, the parties
agree as follows:

ARTICLE I

MERGER OF INTERIM WITH AND INTO
THE ASSOCIATION AND RELATED MATTERS
-----------------------------------

1.1 On the Effective Date, Interim shall merge with and into the
Association (the "Merger"). As a result of the Merger, the separate
existence of Interim shall cease, and all the rights, franchises and
property interests of Interim shall immediately and automatically, by
operation of law and without any conveyance, transfer, or further
action, be deemed to be transferred to the Association, which shall
hold and enjoy same, in the same manner and to the same extent as
Interim. The Association shall be deemed to be a continuation of
Interim.

1.2 Following the Merger, the existence of the Association shall
continue unaffected and unimpaired by the Merger, with all the rights,
privileges, immunities and powers, and subject to all the duties and
liabilities, of a savings association organized under Chapter 215 of
the Wisconsin Statutes. The Articles of Incorporation and Bylaws of
the Association, as presently in effect, shall continue in full force
and effect and shall not be changed in any manner whatsoever by the
Merger.

1.3 From and after the Effective Date, and subject to the
actions of the Board of Directors of the Association, the business
presently conducted by the Association shall continue to be conducted
by it, as a wholly owned subsidiary of Stock Holding Company, and the
present directors and officers of the Association shall continue in
their present positions. The home office of the Association in

A-2

existence immediately prior to the Effective Date shall continue to be
the home office of the Association from and after the Effective Date.

ARTICLE II

CONVERSION OF STOCK
-------------------

2.1 The terms and conditions of the Merger, and mode of carrying
the same into effect, and the manner and basis of converting the
common stock of the Association into common stock of the Stock Holding
Company pursuant to this Agreement shall be as follows.

A. On the Effective Date, each share of common stock, par
value $0.01 per share, of the Association issued and outstanding
immediately prior to the Effective Date shall automatically by
operation of law be converted into and shall become one share of
common stock, par value $0.01 per share, of the Stock Holding Company
(the "Stock Holding Company Common Stock"). Each share of common
stock of Interim issued and outstanding immediately prior to the
Effective Date shall, on the Effective Date, automatically by
operation of law be converted into and become one share of common
stock, $0.01 par value per share, of the Association and shall not be
further converted into shares of the Stock Holding Company.
Accordingly, from and after the Effective Date, all of the issued and
outstanding shares of common stock of the Association shall be held by
the Stock Holding Company.

B. On the Effective Date, the Marquette Savings Bank, S.A.
1998 Stock Option and Incentive Plan (the "Stock Option Plan") and the
Marquette Savings Bank, S.A. Management Development and Recognition
Plan (the "MRP") (collectively, the "Benefit Plans") shall
automatically, by operation of law, be continued as Benefit Plans of
the Association. Each option to purchase shares of the Association's
common stock under the Stock Option Plan outstanding at that time
shall be automatically converted into an identical option, with
identical price, terms and conditions, to purchase an identical number
of shares of Stock Holding Company Common Stock in lieu of shares of
the Association common stock. Similarly, each award under the MRP for
Association common stock outstanding at that time shall be
automatically converted into an identical award, with identical terms
and conditions, to receive an identical number of shares of Stock
Holding Company in lieu of shares of the Association common stock.

C. From and after the Effective Date, each holder of an
outstanding certificate or certificates that, prior thereto,
represented shares of the Association common stock, shall, upon
surrender of the same to the designated agent of the Association, be
entitled to receive in exchange therefor a certificate or certificates
representing the number of the whole shares of Stock Holding Company
Common Stock into which the shares therefore represented by the
certificate or certificates so surrendered shall have been converted,

A-3

as provided in the foregoing provisions of this Section 2.1. Until so
surrendered, each such outstanding certificate which, prior to the
Effective Date, represented shares of Association common stock shall
be automatically deemed for all purposes to evidence ownership of the
equal number of whole shares of Stock Holding Company Common Stock.
Former holders of shares of Association common stock shall not be
required to exchange their Association common stock certificates for
new certificates evidencing the same number of shares of Stock Holding
Company Common Stock. If in the future the Stock Holding Company
determines to effect an exchange of stock certificates, instructions
shall be sent to all holders of record of Stock Holding Company Common
Stock.

D. All shares of Stock Holding Company Common Stock into
which shares of the Association common stock shall have been converted
pursuant to this Article II shall be deemed to have been issued in
full satisfaction of all rights pertaining to such converted shares.

E. On the Effective Date, the holders of certificates
formerly representing the Association common stock outstanding on the
Effective Date shall cease to have any rights with respect to the
stock of the Association common stock, and their sole rights shall be
with respect to the Stock Holding Company Common Stock into which
their shares of the Association common stock shall have been converted
by the Merger.

ARTICLE III

CONDITIONS
----------

3.1 The obligations of the Association, Stock Holding Company
and Interim to effect the Merger and otherwise consummate the
transactions which are the subject matter hereof shall be subject to
satisfaction of the following conditions.

A. To the extent required by applicable law, the holders
of the outstanding shares of the Association common stock shall, at a
meeting of the stockholders of the Association duly called, have
approved this Agreement by the affirmative vote of two-thirds of the
shares of the Association common stock.

B. Any and all approvals from the OTS, the Wisconsin
Department of Financial Institutions, Division of Savings Institutions
(the "WDFI") and the Securities and Exchange Commission and any other
governmental agencies having jurisdiction necessary for the lawful
consummation of the Merger and the issuance and delivery of Stock
Holding Company Common Stock as contemplated by this Agreement shall
have been obtained.

C. The Association shall have received either (i) a ruling
from the Internal Revenue Service or (ii) an opinion from its tax

A-4

advisers to the effect that the Merger shall be treated as a non-
taxable transaction under applicable provisions of the Internal
Revenue Code of 1986, as amended, and that no gain or loss will be
recognized by the stockholders of the Association upon the exchange of
the Association common stock held by them or it, as the case may be,
solely for Stock Holding Company Common Stock.

D. No shareholder of the Association shall have validly
exercised dissenters' rights of appraisal, provided however, that the
board of directors of the Association shall have discretion to waive
this condition.

ARTICLE IV

TERMINATION
-----------

4.1 This Agreement may be terminated at the election of any of
the parties hereto if any one or more of the conditions to the
obligations of any of them hereunder shall not have been satisfied and
shall have become incapable of fulfillment and shall not be waived.
This Agreement also may be terminated at any time prior to the
Effective Date by the mutual consent of the respective Boards of
Directors of the parties.

4.2 In the event of the termination of this Agreement pursuant
to any of the foregoing provisions, no party shall have any further
liability or obligation of any nature to any other party under this
Agreement.

ARTICLE V

EFFECTIVE DATE OF MERGER
------------------------

5.1 Upon satisfaction or waiver (in accordance with the
provisions of this Agreement) of each of the conditions set forth in
Article III, the parties hereto shall cause to be filed with the OTS
and the WDFI Articles of Combination and such certificates or further
documents as shall be required by the OTS and the WDFI, and with such
other federal regulatory agencies as may be required. Upon approval
by the OTS and the WDFI and endorsement of such Articles of
Combination by the OTS and the WDFI, the Merger and other transactions
contemplated by this Agreement shall become effective. The Effective
Date for all purposes hereunder shall be the date of endorsement of
the Articles of Combination by the OTS and the WDFI, provided that the
date of endorsement is the same date, but if the date of endorsement
is not the same date then the Effective Date shall be the later of the
date of endorsement of the Articles of Combination by the OTS or the
WDFI, as the case may be.

A-5

ARTICLE VI

MISCELLANEOUS
-------------

6.1 Any of the terms or conditions of this Agreement, which
legally may be waived, may be waived at any time by any party hereto
that is entitled to the benefit thereof, or any of such terms or
conditions may be amended or modified in whole or in part at any time,
to the extent authorized by applicable law, by an agreement in
writing, executed in the same manner as this Agreement.

6.2 Any of the terms or conditions of this Agreement may be
amended or modified in whole or in part at any time, to the extent
permitted by applicable law, rules, and regulations, by an amendment
in writing, provided that any such amendment or modification is not
materially adverse to the Association, the Stock Holding Company or
their stockholders. In the event that any governmental agency
requests or requires that the transactions contemplated herein be
modified in any respect as a condition of providing a necessary
regulatory approval or favorable ruling, or that in the opinion of
counsel such modification is necessary to obtain such approval or
ruling, this Agreement may be modified, at any time before or after
adoption thereof by the stockholders of the Association, by an
instrument in writing, provided that the effect of such amendment
would not be materially adverse to the Association, Stock Holding
Company or their stockholders.

6.3 This Agreement shall be governed by and construed under the
laws of the United States and, where applicable, the laws of the State
of Wisconsin.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement and Plan of Reorganization as of the date first above
written.

MARQUETTE SAVINGS BANK, S.A.

By: /s/ Richard A. Knisbeck
-------------------------------------
Richard A. Knisbeck
President and Chief Executive Officer

MARQUETTE CAPITAL HOLDING COMPANY, INC.
(In formation)

By: /s/ Richard A. Knisbeck
-------------------------------------
Richard A. Knisbeck
President and Chief Executive Officer

A-6

MARQUETTE INTERIM FEDERAL SAVINGS BANK
(In formation)

By: /s/ Richard A. Knisbeck
-------------------------------------
Richard A. Knisbeck
President and Chief Executive Officer

A-7

EXHIBIT B
---------

FEDERAL STOCK CHARTER

MARQUETTE CAPITAL HOLDING COMPANY, INC.

Section 1. Corporate Title. The full corporate title of
the MHC subsidiary holding company is Marquette Capital Holding
Company, Inc.

Section 2. Domicile. The domicile of the MHC subsidiary
holding company shall be in the city of West Allis, in the state of
Wisconsin.

Section 3. Duration. The duration of the MHC subsidiary
holding company is perpetual.

Section 4. Purpose and Powers. The purpose of the MHC
subsidiary holding company is to pursue any or all of the lawful
objectives of a federal mutual holding company chartered under Section
10(o) of the Home Owners' Loan Act, 12 U.S.C. 1467a(o), and to
exercise all of the express, implied, and incidental powers conferred
thereby and all acts amendatory thereof and supplemental thereto,
subject to the Constitution and laws of the United States as they are
now in effect, or as they may hereafter be amended, and subject to all
lawful and applicable rules, regulations, and orders of the Office of
Thrift Supervision (the "Office").

Section 5. Capital Stock. The total number of shares of
all classes of the capital stock that the MHC subsidiary holding
company has the authority to issue is 12,000,000, of which 10,000,000
shares shall be common stock, par value $.01 per share, and of which
2,000,000 shares shall be serial preferred stock, no par value per
share. The shares may be issued from time to time as authorized by
the board of directors without further approval of its shareholders,
except as otherwise provided in this Section 5 or to the extent that
such approval is required by governing law, rule, or regulation. The
consideration for the issuance of the shares shall be paid in full
before their issuance and shall not be less than the par or stated
value. Neither promissory notes nor future services shall constitute
payment or part payment for the issuance of shares of the MHC
subsidiary holding company. The consideration for the shares shall be
cash, tangible or intangible property (to the extent direct investment
in such property would be permitted to the MHC subsidiary holding
company), labor or services actually performed for the MHC subsidiary
holding company, or any combination of the foregoing. In the absence
of actual fraud in the transaction, the value of such property, labor,
or services, as determined by the board of directors of the MHC
subsidiary holding company, shall be conclusive. Upon payment of such

B-1

consideration, such shares shall be deemed to be fully paid and
nonassessable. In the case of a stock dividend, that part of the
retained earnings of the MHC subsidiary holding company that is
transferred to common stock or paid-in capital accounts upon the
issuance of shares as a stock dividend shall be deemed to be the
consideration for their issuance.

Except for shares issued in the initial organization of the
MHC subsidiary holding company, no shares of capital stock (including
shares issuable upon conversion, exchange, or exercise of other
securities) shall be issued, directly or indirectly, to officers,
directors, or controlling persons (except for shares issued to
Marquette Financial, MHC, the parent mutual holding company (the
"Mutual Holding Company")), of the MHC subsidiary holding company
other than as part of a general public offering or as qualifying
shares to a director, unless their issuance or the plan under which
they would be issued has been approved by a majority of the total
votes eligible to be cast at a legal meeting.

Nothing contained in this Section 5 (or in any supplementary
sections hereto) shall entitle the holders of any class or series of
capital stock to vote as a separate class or series or to more than
one vote per share, except as to the cumulation of votes for the
election of directors, unless the charter otherwise provides that
there shall be no such cumulative voting; PROVIDED, That this
restriction on voting separately by class or series shall not apply:

(i) To any provision which would authorize the holders
of preferred stock, voting as a class or series, to elect some members
of the board of directors, less than a majority thereof, in the event
of default in the payment of dividends on any class or series of
preferred stock;

(ii) To any provision that would require the holders of
preferred stock, voting as a class or series, to approve the merger or
consolidation of the MHC subsidiary holding company with another
corporation or the sale, lease or conveyance (other than by mortgage
or pledge) of properties or business in exchange for securities of a
corporation other than the MHC subsidiary holding company if the
preferred stock is exchanged for securities of such other corporation;
PROVIDED, That no provision may require such approval for transactions
undertaken with the assistance or pursuant to the direction of the
Office or the Federal Deposit Insurance Corporation;

(iii) To any amendment which would adversely change
the specific terms of any class or series of capital stock as set
forth in this Section 5 (or in any supplementary sections hereto),
including any amendment which would create or enlarge any class or
series ranking prior thereto in rights and preferences. As amendment
which increases the number of authorized shares of any class or series
of capital stock, or substitutes the surviving savings association in

B-2

a merger or consolidation for the MHC subsidiary holding company,
shall not be considered to be such an adverse change.

A description of the different classes and series (if any)
of the MHC subsidiary holding company's capital stock and a statement
of the designations, and the relative rights, preferences and
limitations of the shares of each class of and series (if any) of
capital stock are as follows:

A. Common Stock. Except as provided in this Section 5 (or
in any supplementary sections hereto) the holders of the common stock
shall exclusively possess all voting power. Each holder of shares of
common stock shall be entitled to one vote for each share held by such
holder.

Whenever there shall have been paid, or declared and set
aside for payment, to the holders of the outstanding shares of any
class of stock having preference over the common stock as to payment
of dividends, the full amount of dividends and of sinking fund,
retirement fund or other retirement payments, if any, to which such
holders are respectively entitled in preference to the common stock,
then dividends may be paid on the common stock and on any class or
series of stock entitled to participate therewith as to dividends out
of any assets legally available for the payment of dividends.

In the event of any liquidation, dissolution, or winding up
of the MHC subsidiary holding company, the holders of the common stock
(and the holders of any class or series of stock to participate with
the common stock in the distribution of assets) shall be entitled to
receive, in cash or in kind, the assets of the MHC subsidiary holding
company available for distribution remaining after: (i) payment or
provision for payment of the MHC subsidiary holding company's debts
and liabilities; (ii) distributions or provisions for distributions in
settlement of any liquidation account; and (iii) distributions or
provisions for distributions to holders of any class or series of
stock having preference over the common stock in the liquidation,
dissolution, or winding up of the MHC subsidiary holding company.
Each share of common stock shall have the same relative rights as and
be identical in all respects with all the other shares of common
stock.

B. Preferred Stock. The MHC subsidiary holding company
may provide in supplementary sections to its charter for one or more
classes of preferred stock, which shall be separately identified. The
shares of any class may be divided into and issued in series, with
each series separately designated so as to distinguish the shares
thereof from the shares of all other series and classes. The terms of
each series shall be set forth in a supplementary section to the
charter. All shares of the same class shall be identical except as to
the following relative rights and preferences, as to which there may
be variations between different series:

B-3

(a) The distinctive serial designation and the number of
shares constituting such series;

(b) The dividend rate or the amount of dividends to be paid
on the shares of such series, whether dividends shall be cumulative
and, if so, from which date(s), the payment date(s) for dividends, and
the participating or other special rights, if any, with respect to
dividends;

(d) Whether the shares of such series shall be redeemable
and, if so, the price(s) at which, and the terms and conditions on
which, such shares may be redeemed;

(e) The amount(s) payable upon the shares of such series in
the event of voluntary or involuntary liquidation, dissolution, or
winding up of the MHC subsidiary holding company;

(f) Whether the shares of such series shall be entitled to
the benefit of a sinking or retirement fund to be applied to the
purchase or redemption of such shares, and if so entitled, the amount
of such fund and the manner of its application, including the price(s)
at which such shares may be redeemed or purchased through the
application of such fund;

(g) Whether the shares of such series shall be convertible
into, or exchangeable for, shares of any other class or classes of
stock of the MHC subsidiary holding company and, if so, the conversion
price(s) or the rate(s) of exchange, and the adjustments thereof, if
any, at which such conversion or exchange may be made, and any other
terms and conditions of such conversion or exchange;

(h) The price or other consideration for which the shares
of such series shall be issued; and

(i) Whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued shares of
serial preferred stock and whether such shares may be reissued as
shares of the same or any other series of serial preferred stock.

Each share of each series of serial preferred stock shall
have the same relative rights as and be identical in all respects with
all the other shares of the same series.

The board of directors shall have authority to divide, by
the adoption of supplementary charter sections, any authorized class
of preferred stock into series and, within the limitations set forth
in this section and the remainder of this charter, fix and determine
the relative rights and preferences of the shares of any series so
established.

B-4

Prior to the issuance of any preferred shares of a series
established by a supplementary charter section adopted by the board of
directors, the MHC subsidiary holding company shall file with the
Secretary to the Office a dated copy of that supplementary section of
this charter establishing and designating the series and fixing and
determining the relative rights and preferences thereof.

Section 6. Preemptive Rights. Holders of the capital
stock of the MHC subsidiary holding company shall not be entitled to
preemptive rights with respect to any shares of the MHC subsidiary
holding company which may be issued.

Section 7. Directors. The MHC subsidiary holding
company shall be under the direction of a board of directors. The
authorized number of directors, as stated in the MHC subsidiary
holding company's bylaws, shall not be fewer than five nor more than
fifteen, except when a greater number is approved by the Director of
the Office, or his or her delegate.

Section 8. Certain Provisions Applicable for Five Years.
Notwithstanding anything contained in the MHC subsidiary holding
company's charter or bylaws to the contrary, for a period of five
years from the date of the Bank's reorganization into a Mutual Holding
Company, the following provisions shall apply:

A. Beneficial Ownership Limitation. No person, other than
the Mutual Holding Company, shall directly or indirectly offer to
acquire or acquire the beneficial ownership of more than 10 percent of
any class of any equity security of the MHC subsidiary holding
company. This limitation shall not apply to a transaction in which
the MHC subsidiary holding company forms a holding company without
change in the respective beneficial ownership interests of its
stockholders other than pursuant to the exercise of any dissenter and
appraisal rights, the purchase of shares by underwriters in connection
with a public offering, or the purchase of shares by a tax-qualified
employee stock benefit plan which is exempt from the approval
requirements under 574.3(c)(1)(vii) of the Office's regulations.

In the event shares are acquired in violation of this
Section 8, all shares beneficially owned by any person in excess of
10% shall be considered "excess shares" and shall not be counted as
shares entitled to vote and shall not be voted by any person or
counted as voting shares in connection with any matters submitted to
the stockholders for a vote.

For the purposes of this Section 8, the following
definitions apply:

(1) The term "person" includes an individual, a group
acting in concert, a corporation, a partnership, an association, a
joint stock company, a trust, an unincorporated organization or
similar company, a syndicate or any other group formed for the purpose

B-5

of acquiring, holding or disposing of the equity securities of the MHC
subsidiary holding company.

(2) The term "offer" includes every offer to buy or
otherwise acquire, solicitation of an offer to sell, tender offer for,
or request or invitation for tenders of, a security or interest in a
security for value.

(3) The term "acquire" includes every type of acquisition,
whether affected by purchase, exchange, operation of law or otherwise.

(4) The term "acting in concert" means (a) knowing
participation in a joint activity or conscious parallel action towards
a common goal whether or not pursuant to an express agreement, or (b)
a combination or pooling of voting or other interests in the
securities of an issuer for a common purpose pursuant to any contract,
understanding, relationship, agreement or other arrangements, whether
written or otherwise.

B. Cumulative Voting Limitation. Stockholders shall not
be permitted to cumulate their votes for election of directors.

C. Call for Special Meeting. Special meetings of
stockholders relating to changes in control of the MHC subsidiary
holding company or amendments to its charter shall be called only upon
direction of the board of directors.

Section 9. Amendment of Charter. Except as provided in
Section 5, no amendment, addition, alteration, change, or repeal of
this charter shall be made, unless such is proposed by the board of
directors of the MHC subsidiary holding company, approved by the
shareholders by a majority of the votes eligible to be cast at a legal
meeting, unless a higher vote is otherwise required, and approved or
preapproved by the Office.

Attest:____________________________________
Secretary of the MHC subsidiary
holding company

By:________________________________________
President or Chief Executive Officer of
the MHC subsidiary holding company

Attest:____________________________________
Secretary of the Office of Thrift
Supervision

B-6

By:________________________________________
Director of the Office of Thrift
Supervision

Effective Date:____________________________

B-7

EXHIBIT C
---------

BYLAWS

MARQUETTE CAPITAL HOLDING COMPANY, INC.

ARTICLE I - HOME OFFICE

The home office of Marquette Capital Holding Company, Inc.
(the "Subsidiary Holding Company") shall be at 10533 West National
Avenue, West Allis, in the County of Milwaukee, in the State of
Wisconsin.

ARTICLE II - SHAREHOLDERS

SECTION 1. PLACE OF MEETINGS. All annual and special
meetings of shareholders shall be held at the home office of the
Subsidiary Holding Company or at such other convenient place as the
board of directors may determine.

SECTION 2. ANNUAL MEETING. A meeting of the
shareholders of the Subsidiary Holding Company for the election of
directors and for the transaction of any other business of the
Subsidiary Holding Company shall be held annually within 150 days
after the end of the Subsidiary Holding Company's fiscal year on the
second Wednesday of August, if not a legal holiday, and if a legal
holiday, then on the next day following which is not a legal holiday,
at 10:00, or at such other date and time within the 150-day period as
the board of directors may determine.

SECTION 3. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose or purposes, unless otherwise prescribed
by the regulations of the Office of Thrift Supervision ("Office"), may
be called at any time by the chairman of the board, the president, or
a majority of the board of directors, and shall be called by the
chairman of the board, the president, or the secretary upon the
written request of the holders of not less than one-tenth of all of
the outstanding capital stock of the Subsidiary Holding Company
entitled to vote at the meeting. Such written request shall state the
purpose or purposes of the meeting and shall be delivered to the home
office of the Subsidiary Holding Company addressed to the chairman of
the board, the president, or the secretary.

SECTION 4. CONDUCT OF MEETINGS. Annual and special
meetings shall be conducted in accordance with the most current
edition of Robert's Rules of Order unless otherwise prescribed by
regulations of the Office or these bylaws or the board of directors
adopts another written procedure for the conduct of meetings. The
board of directors shall designate, when present, either the chairman
of the board or president to preside at such meetings.

C-1

SECTION 5. NOTICE OF MEETINGS. Written notice stating
the place, day, and hour of the meeting and the purpose(s) for which
the meeting is called shall be delivered not fewer than 20 nor more
than 50 days before the date of the meeting, either personally or by
mail, by or at the direction of the chairman of the board, the
president, or the secretary, or the directors calling the meeting, to
each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in
the mail, addressed to the shareholder at the address as it appears on
the stock transfer books or records of the Subsidiary Holding Company
as of the record date prescribed in Section 6 of this Article II with
postage thereon prepaid. When any shareholders' meeting, either
annual or special, is adjourned for 30 days or more, notice of the
adjourned meeting shall be given as in the case of an original
meeting. It shall not be necessary to give any notice of the time and
place of any meeting adjourned for less than 30 days or of the
business to be transacted at the meeting, other than an announcement
at the meeting at which such adjournment is taken.

SECTION 6. FIXING OF RECORD DATE. For the purpose of
determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment, or shareholders entitled
to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board
of directors shall fix in advance a date as the record date for any
such determination of shareholders. Such date in any case shall be not
more than 60 days and, in case of a meeting of shareholders, not fewer
than 10 days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such
determination shall apply to any adjournment.

SECTION 7. VOTING LISTS. At least 20 days before each
meeting of the shareholders, the officer or agent having charge of the
stock transfer books for shares of the Subsidiary Holding Company
shall make a complete list of the shareholders entitled to vote at
such meeting, or any adjournment thereof, arranged in alphabetical
order, with the address and the number of shares held by each. This
list of shareholders shall be kept on file at the home office of the
Subsidiary Holding Company and shall be subject to inspection by any
shareholder of record or such shareholder's agent at any time during
usual business hours for a period of 20 days prior to such meeting.
Such list shall also be produced and kept open at the time and place
of the meeting and shall be subject to inspection by any shareholder
of record or any shareholder's agent during the entire time of the
meeting. The original stock transfer book shall constitute prima facie
evidence of the shareholders entitled to examine such list or transfer
books or to vote at any meeting of shareholders.

In lieu of making the shareholder list available for
inspection by shareholders as provided in the preceding paragraph, the

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board of directors may elect to follow the procedures prescribed in
Section 552.6(d) of the Office's regulations as now or hereafter in
effect.

SECTION 8. QUORUM. A majority of the outstanding shares
of the Subsidiary Holding Company entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the outstanding shares is
represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the
meeting as originally notified. The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to constitute
less than a quorum. If a quorum is present, the affirmative vote of
the majority of the shares represented at the meeting and entitled to
vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number of shareholders voting together or
voting by classes is required by law or the charter. Directors,
however, are elected by a plurality of the votes cast at an election
of directors.

SECTION 9. PROXIES. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the shareholder
or by his or her duly authorized attorney in fact. Proxies may be
given telephonically or electronically as long as the holder uses a
procedure for verifying the identity of the shareholder. Proxies
solicited on behalf of the management shall be voted as directed by
the shareholder or, in the absence of such direction, as determined by
a majority of the board of directors. No proxy shall be valid more
than eleven months from the date of its execution except for a proxy
coupled with an interest.

SECTION 10. VOTING OF SHARES IN THE NAME OF TWO OR MORE
PERSONS. When ownership stands in the name of two or more persons, in
the absence of written directions to the Subsidiary Holding Company to
the contrary, at any meeting of the shareholders of the Subsidiary
Holding Company, any one or more of such shareholders may cast, in
person or by proxy, all votes to which such ownership is entitled. In
the event an attempt is made to cast conflicting votes, in person or
by proxy, by the several persons in whose names shares of stock stand,
the vote or votes to which those persons are entitled shall be cast as
directed by a majority of those holding such and present in person or
by proxy at such meeting, but no votes shall be cast for such stock if
a majority cannot agree.

SECTION 11. VOTING OF SHARES OF CERTAIN HOLDERS. Shares
standing in the name of another corporation may be voted by any
officer, agent, or proxy as the bylaws of such corporation may
prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine. Shares held by an

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administrator, executor, guardian, or conservator may be voted by him
or her, either in person or by proxy, without a transfer of such
shares into his or her name. Shares standing in the name of a trustee
may be voted by him or her, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him or her without a
transfer of such shares into his or her name. Shares held in trust in
an IRA or Keogh Account, however, may be voted by the Subsidiary
Holding Company if no other instructions are received. Shares
standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do
so is contained in an appropriate order of the court or other public
authority by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name
of the pledgee, and thereafter the pledgee shall be entitled to vote
the shares so transferred.

Neither treasury shares of its own stock held by the
Subsidiary Holding Company nor shares held by another corporation, if
a majority of the shares entitled to vote for the election of
directors of such other corporation are held by the Subsidiary Holding
Company, shall be voted at any meeting, or counted in determining the
total number of outstanding shares at any given time for purposes of
any meeting.

SECTION 12. NO CUMULATIVE VOTING. Shareholders shall not
be entitled to cumulate their votes for election of directors.

SECTION 13. INSPECTORS OF ELECTION. In advance of any
meeting of shareholders, the board of directors may appoint any
persons other than nominees for office as inspectors of election to
act at such meeting or any adjournment. The number of inspector shall
be either one or three. Any such appointment shall not be altered at
the meeting. If inspectors of election are not so appointed, the
chairman of the board or the president may, or on the request of not
fewer than 10 percent of the votes represented at the meeting shall,
make such appointment at the meeting. If appointed at the meeting,
the majority of the votes present shall determine whether one or three
inspectors are to be appointed. In case any person appointed as
inspector fails to appear or fails or refuses to act, the vacancy may
be filled by appointment by the board of directors in advance of the
meeting or at the meeting by the chairman of the board or the
president.

Unless otherwise prescribed by regulations of the Office,
the duties of such inspectors shall include: determining the number of
shares of stock and the voting power of each share, the shares
represented at the meeting, the existence of a quorum, and the
authenticity, validity and effect of proxies; receiving votes,
ballots, or consents; hearing and determining all challenges and

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questions in any way arising in connection with the rights to vote;
counting and tabulating all votes or consents; determining the result;
and such acts as may be proper to conduct the election or vote with
fairness to all shareholders.

SECTION 14. NOMINATING COMMITTEE. The board of directors
shall act as a nominating committee for selecting the management
nominees for election as directors. Except in the case of a nominee
substituted as a result of the death or other incapacity of a
management nominee, the nominating committee shall deliver written
nominations to the secretary at least 20 days prior to the date of the
annual meeting. Upon delivery, such nominations shall be posted in a
conspicuous place in each office of the Subsidiary Holding Company.
No nominations for director except those made by the nominating
committee shall be voted upon at the annual meeting unless other
nominations by shareholders are made in writing and delivered to the
secretary of the Subsidiary Holding Company at least five days prior
to the date of the annual meeting. Upon delivery, such nominations
shall be posted in a conspicuous place in each office of the
Subsidiary Holding Company. Ballots bearing the names of all the
persons nominated by the nominating committee and by shareholders
shall be provided for use at the annual meeting. However, if the
nominating committee shall fail or refuse to act at least 20 days
prior to the annual meeting, nominations for directors may be made at
the annual meeting by any shareholder entitled to vote and shall be
voted upon.

SECTION 15. NEW BUSINESS. Any new business to be taken
up at the annual meeting shall be stated in writing and filed with the
secretary of the Subsidiary Holding Company at least five days before
the date of the annual meeting, and all business so stated, proposed,
and filed shall be considered at the annual meeting; but no other
proposal shall be acted upon at the annual meeting. Any shareholder
may make any other proposal at the annual meeting and the same may be
discussed and considered, but unless stated in writing and filed with
the secretary at least five days before the meeting, such proposal
shall be laid over for action at an adjourned, special, or annual
meeting of the shareholders taking place 30 days or more thereafter.
This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors,
and committees; but in connection with such reports, no new business
shall be acted upon at such annual meeting unless stated and filed as
herein provided.

SECTION 16. INFORMAL ACTION BY SHAREHOLDERS. Any action
required to be taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the shareholders, may be
taken without a meeting if consent in writing, setting forth the
action so taken, shall be given by all of the shareholders entitled to
vote with respect to the subject matter.

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ARTICLE III - BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS. The business and affairs of
the Subsidiary Holding Company shall be under the direction of its
board of directors. The board of directors shall annually elect a
chairman of the board and a president from among its members and shall
designate, when present, either the chairman of the board or the
president to preside at its meetings.

SECTION 2. NUMBER AND TERM. The Board of Directors
shall consist of five members and shall be divided into three classes
as nearly equal in number as possible. The members of each class
shall be elected for a term of three years and until their successors
are elected and qualified. One class shall be elected by ballot
annually.

SECTION 3. REGULAR MEETINGS. A regular meeting of the
board of directors shall be held without other notice than this bylaw
following the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such resolution.

Directors may participate in a meeting by means of a
conference telephone or similar communications device through which
all persons participating can hear each other at the same time.
Participation by such means shall constitute presence in person for
all purposes.

SECTION 4. QUALIFICATION. Each director shall at all
times be the beneficial owner of not less than 100 shares of capital
stock of the Subsidiary Holding Company unless the Subsidiary Holding
Company is a wholly owned subsidiary of a holding company.

SECTION 5. SPECIAL MEETINGS. Special meetings of the
board of directors may be called by or at the request of the chairman
of the board, the president, or one-third of the directors. The
persons authorized to call special meetings of the board of directors
may fix any place, within the Subsidiary Holding Company's normal
lending territory, as the place for holding any special meeting of the
board of directors called by such persons.

Members of the board of directors may participate in special meetings
by means of a conference telephone or similar communications equipment
by which all persons participating in the meeting can hear each other.
Such participation shall constitute presence in person for all
purposes.

SECTION 6. NOTICE. Written notice of any special
meeting shall be given to each director at least 24 hours prior
thereto when delivered personally or by telegram or at least five days
prior thereto when delivered by mail at the address at which the
director is most likely to be reached. Such notice shall be deemed to

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be delivered when deposited in the mail so addressed, with postage
prepaid if mailed, when delivered to the telegraph company if sent by
telegram or when the Subsidiary Holding Company receives notice of
delivery if electronically transmitted. Any director may waive notice
of any meeting by a writing filed with the secretary. The attendance
of a director at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the Board of
Directors need be specified in the notice or waiver of notice of such
meeting.

SECTION 7. QUORUM. A majority of the number of directors
fixed by Section 2 of this Article III shall constitute a quorum for
the transaction of business at any meeting of the board of directors;
but if less than such majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time.
Notice of any adjourned meeting shall be given in the same manner as
prescribed by Section 6 of this Article III.

SECTION 8. MANNER OF ACTING. The act of the majority of
the directors present at a meeting at which a quorum is present shall
be the act of the board of directors, unless a greater number is
prescribed by regulation of the Office or by these bylaws

SECTION 9. ACTION WITHOUT A MEETING. Any action required
or permitted to be taken by the board of directors at a meeting may be
taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the directors.

SECTION 10. RESIGNATION. Any director may resign at any
time by sending a written notice of such resignation to the home
office of the Subsidiary Holding Company addressed to the chairman of
the board or the president. Unless otherwise specified, such
resignation shall take effect upon receipt thereof by the chairman of
the board or the president. More than three consecutive absences from
regular meetings of the board of directors, unless excused by
resolution of the board of directors, shall automatically constitute a
resignation, effective when such resignation is accepted by the board
of directors.

SECTION 11. VACANCIES. Any vacancy occurring on the
board of directors may be filled by the affirmative vote of a majority
of the remaining directors although less than a quorum of the board of
directors. A director elected to fill a vacancy shall be elected to
serve until the next election of directors by the shareholders. Any
directorship to be filled by reason of an increase in the number of
directors may be filled by election by the board of directors for a
term of office continuing only until the next election of directors by
the shareholders.

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SECTION 12. COMPENSATION. Directors, as such, may
receive a stated salary for their services. By resolution of the board
of directors, a reasonable fixed sum, and reasonable expenses of
attendance, if any, may be allowed for actual attendance at each
regular or special meeting of the board of directors. Members of
either standing or special committees may be allowed such compensation
for attendance at committee meetings as the board of directors may
determine.

SECTION 13. PRESUMPTION OF ASSENT. A director of the
Subsidiary Holding Company who is present at a meeting of the board of
directors at which action on any Subsidiary Holding Company matter is
taken shall be presumed to have assented to the action taken unless
his or her dissent or abstention shall be entered in the minutes of
the meeting or unless he or she shall file a written dissent to such
action with the person acting as the secretary of the meeting before
the adjournment thereof or shall forward such dissent by registered
mail to the secretary of the Subsidiary Holding Company within five
days after the date a copy of the minutes of the meeting is received.
Such right to dissent shall not apply to a director who voted in favor
of such action.

SECTION 14. REMOVAL OF DIRECTORS. At a meeting of
shareholders called expressly for that purpose, any director may be
removed for cause by a vote of the holders of a majority of the shares
then entitled to vote at an election of directors. Whenever the
holders of the shares of any class are entitled to elect one or more
directors by the provisions of the charter or supplemental sections
thereto, the provisions of this section shall apply, in respect to the
removal of a director or directors so elected, to the vote of the
holders of the outstanding shares of that class and not to the vote of
the outstanding shares as a whole.

ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES

SECTION 1. APPOINTMENT. The board of directors, by
resolution adopted by a majority of the full board, may designate the
chief executive officer and two or more of the other directors to
constitute an executive committee. The designation of any committee
pursuant to this Article IV and the delegation of authority shall not
operate to relieve the board of directors, or any director, of any
responsibility imposed by law or regulation.

SECTION 2. AUTHORITY. The executive committee, when the
board of directors is not in session, shall have and may exercise all
of the authority of the board of directors except to the extent, if
any, that such authority shall be limited by the resolution appointing
the executive committee; and except also that the executive committee
shall not have the authority of the board of directors with reference
to: the declaration of dividends; the amendment of the charter or
bylaws of the Subsidiary Holding Company, or recommending to the

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shareholders a plan of merger, consolidation, or conversion; the sale,
lease, or other disposition of all or substantially all of the
property and assets of the Subsidiary Holding Company otherwise than
in the usual and regular course of its business; a voluntary
dissolution of the Subsidiary Holding Company; a revocation of any of
the foregoing; or the approval of a transaction in which any member of
the executive committee, directly or indirectly, has any material
beneficial interest.

SECTION 3. TENURE. Subject to the provisions of section
8 of this article IV, each member of the executive committee shall
hold office until the next regular annual meeting of the board of
directors following his or her designation and until a successor is
designated as a member of the executive committee.

SECTION 4. MEETINGS. Regular meetings of the executive
committee may be held without notice at such times and places as the
executive committee may fix from time to time by resolution. Special
meetings of the executive committee may be called by any member
thereof upon not less than one day's notice stating the place, date,
and hour of the meeting, which notice may be written or oral. Any
member of the executive committee may waive notice of any meeting and
no notice of any meeting need be given to any member thereof who
attends in person. The notice of a meeting of the executive committee
need not state the business proposed to be transacted at the meeting.

SECTION 5. QUORUM. A majority of the members of the
executive committee shall constitute a quorum for the transaction of
business at any meeting thereof, and action of the executive committee
must be authorized by the affirmative vote of a majority of the
members present at a meeting at which a quorum is present.

SECTION 6. ACTION WITHOUT A MEETING. Any action
required or permitted to be taken by the executive committee at a
meeting may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the
members of the executive committee.

SECTION 7. VACANCIES. Any vacancy in the executive
committee may be filled by a resolution adopted by a majority of the
full board of directors.

SECTION 8. RESIGNATIONS AND REMOVAL. Any member of the
executive committee may be removed at any time with or without cause
by resolution adopted by a majority of the full board of directors.
Any member of the executive committee may resign from the executive
committee at any time by giving written notice to the president or
secretary of the Subsidiary Holding Company. Unless otherwise
specified, such resignation shall take effect upon its receipt; the
acceptance of such resignation shall not be necessary to make it
effective.

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SECTION 9. PROCEDURE. The executive committee shall
elect a presiding officer from its members and may fix its own rules
of procedure which shall not be inconsistent with these bylaws. It
shall keep regular minutes of its proceedings and report the same to
the board of directors for its information at the meeting held next
after the proceedings shall have occurred.

SECTION 10. OTHER COMMITTEES. The board of directors may
by resolution establish an audit, loan, or other committee composed of
directors as they may determine to be necessary or appropriate for the
conduct of the business of the Subsidiary Holding Company and may
prescribe the duties, constitution, and procedures thereof.

ARTICLE V - OFFICERS

SECTION 1. POSITIONS. The officers of the Subsidiary
Holding Company shall be a president, one or more vice presidents, a
secretary, and a treasurer or comptroller, each of whom shall be
elected by the board of directors. The board of directors also may
designate the chairman of the board as an officer. The offices of the
secretary and treasurer or comptroller may be held by the same person
and a vice president may also be either the secretary or the treasurer
or the comptroller. The board of directors may designate one or more
vice presidents as executive vice president or senior vice president.
The board of directors also may elect or authorize the appointment of
such other officers as the business of the Subsidiary Holding Company
may require. The officers shall have such authority and perform such
duties as the board of directors may from time to time authorize or
determine. In the absence of action by the board of directors, the
officers shall have such powers and duties as generally pertain to
their respective offices.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of
the Subsidiary Holding Company shall be elected annually at the first
meeting of the Board of Directors held after each annual meeting of
the shareholders. If the election of officers is not held at such
meeting, such election shall be held as soon thereafter as possible.
Each officer shall hold office until a successor has been duly elected
and qualified or until the officer's death, resignation, or removal in
the manner hereinafter provided. Election or appointment of an
officer, employee, or agent shall not of itself create contractual
rights. The Board of Directors may authorize the Subsidiary Holding
Company to enter into an employment contract with any officer in
accordance with regulations of the Office; but no such contract shall
impair the right of the Board of Directors to remove any officer at
any time in accordance with Section 3 of this Article V.

SECTION 3. REMOVAL. Any officer may be removed by the
board of directors whenever in its judgment the best interests of the
Subsidiary Holding Company will be served thereby, but such removal,

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other than for cause, shall be without prejudice to any contractual
rights, if any, of the person so removed.

SECTION 4. VACANCIES. A vacancy in any office because
of death, resignation, removal, disqualification, or otherwise, may be
filled by the board of directors for the unexpired portion of the
term.

SECTION 5. REMUNERATION. The remuneration of the
officers shall be fixed from time to time by the board of directors.

ARTICLE VI - CONTRACTS, LOANS, CHECKS, AND DEPOSITS

SECTION 1. CONTRACTS. To the extent permitted by
regulations of the Office, and except as otherwise prescribed by these
bylaws with respect to certificates for shares, the Board of Directors
may authorize any officer, employee or agent of the Subsidiary Holding
Company to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Subsidiary Holding
Company. Such authority may be general or confined to specific
instances.

SECTION 2. LOANS. No loans shall be contracted on
behalf of the Subsidiary Holding Company and no evidence of
indebtedness shall be issued in its name unless authorized by the
Board of Directors. Such authority may be general or confined to
specific instances.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or
other orders for the payment of money, notes, or other evidences of
indebtedness issued in the name of the Subsidiary Holding Company
shall be signed by one or more officers, employees, or agents of the
Subsidiary Holding Company in such manner as shall from time to time
be determined by the board of directors.

SECTION 4. DEPOSITS. All funds of the Subsidiary
Holding Company not otherwise employed shall be deposited from time to
time to the credit of the Subsidiary Holding Company in any duly
authorized depositories as the board of directors may select.

ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. CERTIFICATES FOR SHARES. Certificates
representing shares of capital stock of the Subsidiary Holding Company
shall be in such form as shall be determined by the board of directors
and approved by the Office. Such certificates shall be signed by the
chief executive officer or by any other officer of the Subsidiary
Holding Company authorized by the Board of Directors, attested by the
secretary or an assistant secretary, and sealed with the corporate
seal or a facsimile thereof. The signatures of such officers upon a

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certificate may be facsimiles if the certificate is manually signed on
behalf of a transfer agent or a registrar other than the Subsidiary
Holding Company itself or one of its employees. Each certificate for
shares of capital stock shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares are
issued, with the number of shares and date of issue, shall be entered
on the stock transfer books of the Subsidiary Holding Company. All
certificates surrendered to the Subsidiary Holding Company for
transfer shall be canceled and no new certificate shall be issued
until the former certificate for a like number of shares has been
surrendered and canceled, except that in the case of a lost or
destroyed certificate, a new certificate may be issued upon such terms
and indemnity to the Subsidiary Holding Company as the board of
directors may prescribe.

SECTION 2. TRANSFER OF SHARES. Transfer of shares of
capital stock of the Subsidiary Holding Company shall be made only on
its stock transfer books. Authority for such transfer shall be given
only by the holder of record or by his or her legal representative,
who shall furnish proper evidence of such authority, or by his
attorney thereunto authorized by a duly executed power of attorney and
filed with the Subsidiary Holding Company. Such transfer shall be
made only on surrender for cancellation of the certificate for such
shares. The person in whose name the shares of capital stock stand on
the books of the Subsidiary Holding Company shall be deemed by the
Subsidiary Holding Company to be the owner for all purposes.

ARTICLE VIII - FISCAL YEAR

The fiscal year of the Stock Holding Company shall end on
the 31st day of March of each year. The appointment of accountants
shall be subject to annual ratification by the shareholders.

ARTICLE IX - DIVIDENDS

Subject to the terms of the Subsidiary Holding Company's
charter and the regulations and orders of the Office, the board of
directors may, from time to time, declare, and the Subsidiary Holding
Company may pay, dividends on its outstanding shares of capital stock.

ARTICLE X - CORPORATE SEAL

The board of directors shall provide a Subsidiary Holding
Company seal which shall be two concentric circles between which shall
be the name of the Subsidiary Holding Company. The year of
incorporation or an emblem may appear in the center.

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ARTICLE XI - AMENDMENTS

These bylaws may be amended in a manner consistent with
regulations of the Office and shall be effective after: (i) approval
of the amendment by a majority vote of the authorized board of
directors, or by a majority vote of the votes cast by the shareholders
of the Subsidiary Holding Company at any legal meeting, and (ii)
receipt of any applicable regulatory approval. When the Subsidiary
Holding Company fails to meet its quorum requirements, solely due to
vacancies on the board, then the affirmative vote of a majority of the
sitting board will be required to amend the bylaws.

ARTICLE XII - INDEMNIFICATION

The Subsidiary Holding Company shall indemnify its
directors, officers and employees in accordance with the following
requirements:

SECTION 1. DEFINITIONS AND RULES OF CONSTRUCTION. (a)
The following definitions apply for purposes of this Article XII:

(i) ACTION. The term "action" means any judicial or
administrative proceeding, or threatened proceeding, whether
civil, criminal or otherwise, including any appeal or other
proceeding for review;

(ii) COURT. The term "court" includes, without limitation,
any court to which or in which any appeal or any proceeding for
review is brought.

(iii) FINAL JUDGMENT. The term "final judgment" means a
judgment, decree or order that is not appealable or as to which
the period for appeal has expired with no appeal taken.

(iv) SETTLEMENT. The term "settlement" includes entry of a
judgment by consent or confession or a plea of guilty or nolo
contendere.

(b) References in this Article XII to any individual or
other person, including any savings bank, shall include legal
representatives, successors and assigns thereof.

SECTION 2. INDEMNIFICATION. Subject to Sections 3 and 7
of this Article XII, the Subsidiary Holding Company shall indemnify
any person against whom an action is brought or threatened because
that person is or was a director, officer or employee of the
Subsidiary Holding Company for:

(a) Any amount for which that person becomes liable under a
judgment in such action; and

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(b) Reasonable costs and expenses, including reasonable
attorneys' fees, actually paid or incurred by that person in
defending or settling such action, or in enforcing his or her
rights under this Article XII if he or she attains a favorable
judgment in such enforcement action.

SECTION 3. REQUIREMENTS FOR INDEMNIFICATION.
Indemnification shall be made to such person under Section 2 of this
Article XII only if:

(a) Final judgment on the merits is in his or her favor; or

(b) In case of:

(i) settlement;

(ii) final judgment against him or her; or

(iii) final judgment in his or her favor, other
than on the merits, if a majority of the disinterested
directors of the Subsidiary Holding Company determines that
he or she was acting in good faith within the scope of his
or her employment or authority as he or she could have
reasonably perceived it under the circumstances and for a
purpose he or she could reasonably have believed under the
circumstances was in the best interests of the Subsidiary
Holding Company or its shareholders.

However, no indemnification shall be made unless the Subsidiary
Holding Company gives the Office at least 60 days' notice of its
intention to make such indemnification. Such notice shall state the
facts on which the action arose, the terms of any settlement and any
disposition of the matter by a court. Such notice, a copy thereof and
a certified copy of the resolution containing the required
determination by the board of directors shall be sent to the Regional
Director of the Office, who shall promptly acknowledge receipt
thereof. The notice period shall run from the date of such receipt.
No such indemnification shall be made if the Office advises the
Subsidiary Holding Company in writing, within such notice period, of
his or her objection thereto.

SECTION 4. INSURANCE. The Subsidiary Holding Company
may obtain insurance to protect it and its directors, officers and
employees from potential losses arising from claims against any of
them for alleged wrongful acts, or wrongful acts committed in their
capacity as directors, officers or employees. However, the Subsidiary
Holding Company may not obtain insurance that provides for payment of
losses of any person incurred as a consequence of his or her willful
or criminal misconduct.

C-14

SECTION 5. PAYMENT OF EXPENSES. If a majority of the
directors of the Subsidiary Holding Company concludes that, in
connection with an action, any person ultimately may become entitled
to indemnification under this Article XII, the directors may authorize
payment of reasonable costs and expenses, including reasonable
attorneys' fees, arising from the defense or settlement of such
action. Nothing in this Section 5 shall prevent the directors of the
Subsidiary Holding Company from imposing such conditions on a payment
of expenses as they deem warranted and in the interests of the
Subsidiary Holding Company. Before making advance payment of expenses
under this Section 5, the Subsidiary Holding Company shall obtain an
agreement that the Subsidiary Holding Company will be repaid if the
person on whose behalf payment is made is later determined not to be
entitled to such indemnification.

SECTION 6. EXCLUSIVENESS OF PROVISIONS. The Subsidiary
Holding Company shall not indemnify any person referred to in Section
2 of this Article XII or obtain insurance referred to in Section 4 of
this Article XII other than in accordance with this Article XII.

SECTION 7. STATUTORY LIMITATIONS. The indemnification
provided for in Section 2 of this Article XII is subject to and
qualified by 12 U.S.C. Section 1821(k).

SECTION 8. SUBSEQUENT LEGISLATION OR REGULATION. If law
and regulations thereunder applicable to federal stock savings banks
are amended to expand the indemnifications permitted to directors and
officers of the Subsidiary Holding Company, then the Subsidiary
Holding Company shall indemnify such persons to the extent permitted
by such applicable law and regulations, as so amended.

C-15

EXHIBIT D
---------

DISSENTERS' RIGHTS PROVISIONS
OF THE WISCONSIN BUSINESS CORPORATION LAW

SUBCHAPTER XIII
DISSENTERS' RIGHTS

180.1301 DEFINITIONS.--In Sections 180.1301 to 180.1331:

(1) "Beneficial shareholder" means a person who is a beneficial
owner of shares held by a nominee as the shareholder.

(1m) "Business combination" has the meaning given in Section
180.1130(3).

(2) "Corporation" means the issuer corporation or, if the
corporate action giving rise to dissenters' rights under Section
180.1302 is a merger or share exchange that has been effectuated, the
surviving domestic corporation or foreign corporation of the merger or
the acquiring domestic corporation or foreign corporation of the share
exchange.

(3) "Dissenter" means a shareholder or beneficial shareholder
who is entitled to dissent from corporate action under Section
180.1302 and who exercises that right when and in the manner required
by Sections 180.1320 to 180.1328.

(4) "Fair value", with respect to a dissenter's shares other
than in a business combination, means the value of the shares
immediately before the effectuation of the corporate action to which
the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action unless exclusion would be
inequitable. "Fair value", with respect to a dissenter's shares in a
business combination, means market value, as defined in Section
180.1130(9)(a)1 to 4.

(5) "Interest" means interest from the effectuation date of the
corporate action until the date of payment, at the average rate
currently paid by the corporation on its principal bank loans or, if
none, at a rate that is fair and equitable under all of the
circumstances.

(6) "Issuer corporation" means a domestic corporation that is
the issuer of the shares held by a dissenter before the corporate
action.

180.1302 RIGHT TO DISSENT.--(1) Except as provided in sub (4) and
Section 180.1008(3), a shareholder or beneficial shareholder may

D-1

dissent from, and obtain payment of the fair value of his or her
shares in the event of, any of the following corporate actions:

(a) Consummation of a plan of merger to which the
issuer corporation is a party if any of the
following applies:

1. Shareholder approval is required for
the merger by Section 180.1103 or by the
articles of incorporation.

2. The issuer corporation is a
subsidiary that is merged with its
parent under Section 180.1104.

(b) Consummation of a plan of share exchange if
the issuer corporation's shares will be acquired,
and the shareholder or the shareholder holding
shares on behalf of the beneficial shareholder is
entitled to vote on the plan.

(c) Consummation of a sale or exchange of all, or
substantially all, of the property of the issuer
corporation other than in the usual and regular
course of business, including a sale in
dissolution, but not including any of the
following:

1. A sale pursuant to court order.

2. A sale for cash pursuant to a plan
by which all or substantially all of the
net proceeds of the sale will be
distributed to the shareholders within
one year after the date of sale.

(d) Except as provided in sub. (2), any other
corporate action taken pursuant to a shareholder
vote to the extent that the articles of
incorporation, bylaws or a resolution of the board
of directors provides that the voting or nonvoting
shareholder or beneficial shareholder may dissent
and obtain payment for his or her shares.

(2) Except as provided in sub. (4) and Section 180.1008(3), the
articles of incorporation may allow a shareholder or beneficial
shareholder to dissent from an amendment of the articles of
incorporation and obtain payment of the fair value of his or her
shares if the amendment materially and adversely affects rights in
respect of a dissenter's shares because it does any of the following:

D-2

(a) Alters or abolishes a preferential right of
the shares.

(b) Creates, alters or abolishes a right in
respect of redemption, including a provision
respecting a sinking fund for the redemption or
repurchase, of the shares.

(d) Excludes or limits the right of the shares to
vote on any matter or to cumulate votes, other
than a limitation by dilution through issuance of
shares or other securities with similar voting
rights.

(e) Reduces the number of shares owned by the
shareholder or beneficial shareholder to a
fraction of a share if the fractional share so
created is to be acquired for cash under Section
180.0604.

(3) Notwithstanding sub.(1)(a) to (c), if the issuer corporation
is a statutory close corporation under Sections 180.1801 to 180.1837,
a shareholder of the statutory close corporation may dissent from a
corporate action and obtain payment of the fair value of his or her
shares, to the extent permitted under sub. (1)(d) or (2) or Section
180.1803, 180.1813(1)(d) or (2)(b), 180.1815(3) or 180.1829(1)(c).

(4) Except in a business combination or unless the articles of
incorporation provide otherwise, subs. (1) and (2) do not apply to the
holders of shares of any class or series if the shares of the class or
series are registered on a national securities exchange or quoted on
the national association of securities dealers, inc., automated
quotations system on the record date fixed to determine the
shareholders entitled to notice of a shareholders meeting at which
shareholders are to vote on the proposed corporate action.

(5) Except as provided in Section 180.1833, a shareholder or
beneficial shareholder entitled to dissent and obtain payment for his
or her shares under Sections 180.1301 to 180.1331 may not challenge
the corporate action creating his or her entitlement unless the action
is unlawful or fraudulent with respect to the shareholder, beneficial
shareholder or issuer corporation.

180.1303 DISSENT BY SHAREHOLDERS AND BENEFICIAL SHAREHOLDERS.--(1) A
shareholder may assert dissenters' rights as to fewer than all of the
shares registered in his or her name only if the shareholder dissents
with respect to all shares beneficially owned by any one person and
notifies the corporation in writing of the name and address of each

D-3

person on whose behalf he or she asserts dissenters' rights. The
rights of a shareholder who under this subsection asserts dissenters'
rights as to fewer than all of the shares registered in his or her
name are determined as if the shares as to which he or she dissents
and his or her other shares were registered in the names of different
shareholders.

(2) A beneficial shareholder may assert dissenters' rights as to
shares held on his or her behalf only if the beneficial shareholder
does all of the following:

(a) Submits to the corporation the shareholder's
written consent to the dissent not later than the time that
the beneficial shareholder asserts dissenters' rights.

(b) Submits the consent under par.(a) with respect to
all shares of which he or she is the beneficial shareholder.

180.1320 NOTICE OF DISSENTERS' RIGHTS.--(1) If proposed corporate
action creating dissenters' rights under Section 180.1302 is submitted
to a vote at a shareholders' meeting, the meeting notice shall state
that shareholders and beneficial shareholders are or may be entitled
to assert dissenters' rights under Sections 180.1301 to 180.1331 and
shall be accompanied by a copy of those sections.

(2) If corporate action creating dissenters' rights under
Section 180.1302 is authorized without a vote of shareholders, the
corporation shall notify, in writing and in accordance with Section
180.0141, all shareholders entitled to assert dissenters' rights that
the action was authorized and send them the dissenters' notice
described in Section 180.1322.

180.1321 NOTICE OF INTENT TO DEMAND PAYMENT.--(1) If proposed
corporate action creating dissenters' rights under Section 180.1302 is
submitted to a vote at a shareholders' meeting, a shareholder or
beneficial shareholder who wishes to assert dissenters' rights shall
do all of the following:

(a) Deliver to the issuer corporation before the vote
is taken written notice that complies with Section 180.0141
of the shareholder's or beneficial shareholder's intent to
demand payment for his or her shares if the proposed action
is effectuated.

(b) Not vote his or her shares in favor of the
proposed action.

(2) A shareholder or beneficial shareholder who fails to satisfy
sub.(1) is not entitled to payment for his or her shares under
Sections 180.1301 to 180.1331.

D-4

180.1322 DISSENTERS' NOTICE.--(1) If proposed corporate action
creating dissenters' rights under Section 180.1302 is authorized at a
shareholders' meeting, the corporation shall deliver a written
dissenters' notice to all shareholders and beneficial shareholders who
satisfied Section 180.1321.

(2) The dissenters' notice shall be sent no later than 10 days
after the corporate action is authorized at a shareholders' meeting or
without a vote of shareholders, whichever is applicable. The
dissenters' notice shall comply with Section 180.0141 and shall
include or have attached all of the following:

(a) A statement indicating where the shareholder or
beneficial shareholder must send the payment demand and
where and when certificates for certificated shares must be
deposited.

(b) For holders of uncertificated shares, an
explanation of the extent to which transfer of the shares
will be restricted after the payment demand is received.

(c) A form for demanding payment that includes the
date of the first announcement to news media or to
shareholders of the terms of the proposed corporate action
and that requires the shareholder or beneficial shareholder
asserting dissenters' rights to certify whether he or she
acquired beneficial ownership of the shares before that
date.

(d) A date by which the corporation must receive the
payment demand, which may not be fewer than 30 days nor more
than 60 days after the date on which the dissenters' notice
is delivered.

(e) A copy of Sections 180.1301 to 180.1331.

180.1323 DUTY TO DEMAND PAYMENT.--(1) A shareholder or beneficial
shareholder who is sent a dissenters' notice described in Section
180.1322, or a beneficial shareholder whose shares are held by a
nominee who is sent a dissenters' notice described in Section
180.1322, must demand payment in writing and certify whether he or she
acquired beneficial ownership of the shares before the date specified
in the dissenters' notice under Section 180.1322(2)(c). A shareholder
or beneficial shareholder with certificated shares must also deposit
his or her certificates in accordance with the terms of the notice.

(2) A shareholder or beneficial shareholder with certificated
shares who demands payment and deposits his or her share certificates
under sub. (1) retains all other rights of a shareholder or beneficial
shareholder until these rights are canceled or modified by the
effectuation of the corporate action.

D-5

(3) A shareholder or beneficial shareholder with certificated or
uncertificated shares who does not demand payment by the date set in
the dissenters' notice, or a shareholder or beneficial shareholder
with certificated shares who does not deposit his or her share
certificates where required and by the date set in the dissenters'
notice is not entitled to payments for his or her shares under
Sections 180.1301 to 180.1331.

180.1324 RESTRICTIONS ON UNCERTIFICATED SHARES.--(1) The issuer
corporation may restrict the transfer of uncertificated shares from
the date that the demand for payment for those shares is received
until the corporate action is effectuated or the restrictions released
under Section 180.1326.

(2) The shareholder or beneficial shareholder who asserts
dissenters' rights as to uncertificated shares retains all of the
rights of a shareholder or beneficial shareholder, other than those
restricted under sub. (1), until these rights are canceled or modified
by the effectuation of the corporate action.

180.1325 PAYMENT.--(1) Except as provided in Section 180.1327, as
soon as the corporate action is effectuated or upon receipt of a
payment demand, whichever is later, the corporation shall pay each
shareholder or beneficial shareholder who has complied with Section
180.1323 the amount that the corporation estimates to be the fair
value of his or her shares, plus accrued interest.

(2) The payment shall be accompanied by all of the following:

(a) the corporation's latest available financial
statements, audited and including footnote disclosure if
available, but including not less than a balance sheet as of
the end of a fiscal year ending not more than 16 months
before the date of payment, an income statement for that
year, a statement of changes in shareholders' equity for
that year and the latest available interim financial
statements, if any.

(b) A statement of the corporation's estimate of the
fair value of the shares.

(d) A statement of the dissenter's right to demand
payment under Section 180.1328 if the dissenter is
dissatisfied with the payment.

(e) A copy of Sections 180.1301 to 180.1331.

180.1326 FAILURE TO TAKE ACTION.--(1) If an issuer corporation does
not effectuate the corporate action within 60 days after the date set
under Section 180.1322 for demanding payment, the issuer corporation

D-6

shall return the deposited certificates and release the transfer
restrictions imposed on uncertified shares.

(2) If after returning deposited certificates and releasing
transfer restrictions, the issuer corporation effectuates the
corporate action, the corporation shall deliver a new dissenters'
notice under Section 180.1322 and repeat the payment demand procedure.

180.1327 AFTER-ACQUIRED SHARES.--(1) A corporation may elect to
withhold payment required by Section 180.1325 from a dissenter unless
the dissenter was the beneficial owner of the shares before the date
specified in the dissenters' notice under Section 180.1322 (2)(c) as
the date of the first announcement to news media or to shareholders of
the terms of the proposed corporate action.

(2) To the extent that the corporation elects to withhold
payment under sub. (1) after effectuating the corporate action, it
shall estimate the fair value of the shares, plus accrued interest,
and shall pay this amount to each dissenter who agrees to accept it in
full satisfaction of his or her demand. The corporation shall send
with its offer a statement of its estimate of the fair value of the
shares, an explanation of how the interest was calculated, and a
statement of the dissenter's right to demand payment under Section
180.1328 if the dissenter is dissatisfied with the offer.

180.1328 PROCEDURE IF DISSENTER DISSATISFIED WITH PAYMENT OR OFFER.--
(1) A dissenter may, in the manner provided in sub. (2), notify the
corporation of the dissenter's estimate of the fair value of his or
her shares and amount of interest due, and demand payment of his or
her estimate, less any payment received under Section 180.1325, or
reject the offer under Section 180.1327 and demand payment of the fair
value of his or her shares and interest due, if any of the following
applies:

(a) The dissenter believes that the amount paid under
Section 180.1325 or offered under Section 180.1327 is less
than the fair value of his or her shares or that the
interest due is incorrectly calculated.

(b) The corporation fails to make payment under
Section 180.1325 within 60 days after the date set under
Section 180.1322 for demanding payment.

(c) The issuer corporation, having failed to
effectuate the corporate action, does not return the
deposited certificates or release the transfer restrictions
imposed on uncertificated shares within 60 days after the
date set under Section 180.1322 for demanding payment.

(2) A dissenter waives his or her right to demand payment under
this section unless the dissenter notifies the corporation of his or
her demand under sub. (1) in writing within 30 days after the

D-7

corporation made or offered payment for his or her shares. The notice
shall comply with Section 180.0141.

180.1330 COURT ACTION.--(1) If a demand for payment under Section
180.1328 remains unsettled, the corporation shall bring a special
proceeding within 60 days after receiving the payment demand under
Section 180.1328 and petition the court to determine the fair value of
the shares and accrued interest. If the corporation does not bring the
special proceeding within the 60-day period, it shall pay each
dissenter whose demand remains unsettled the amount demanded.

(2) The corporation shall bring the special proceeding in the
circuit court for the county where its principal office or, if none in
this state, its registered office is located. If the corporation is a
foreign corporation without a registered office in this state, it
shall bring the special proceeding in the county in this state in
which was located the registered office of the issuer corporation that
merged with or whose shares were acquired by the foreign corporation.

(3) The corporation shall make all dissenters, whether or not
residents of this state, whose demands remain unsettled parties to the
special proceeding. Each party to the special proceeding shall be
served with a copy of the petition as provided in Section 801.14.

(4) The jurisdiction of the court in which the special
proceeding is brought under sub. (2) is plenary and exclusive. The
court may appoint one or more persons as appraisers to receive
evidence and recommend decision on the question of fair value. An
appraiser has the power described in the order appointing him or her
or in any amendment to the order. The dissenters are entitled to the
same discovery rights as parties in other civil proceedings.

(5) Each dissenter made a party to the special proceeding is
entitled to judgment for any of the following:

(a) The amount, if any, by which the court finds the
fair value of his or her shares, plus interest, exceeds the
amount paid by the corporation.

(b) The fair value, plus accrued interest, of his or
her shares acquired on or after the date specified in the
dissenter's notice under Section 180.1322 (2)(c), for which
the corporation elected to withhold payment under Section
180.1327.

180.1331 COURT COSTS AND COUNSEL FEES.--(1) (a) Notwithstanding
Sections 814.01 to 814.04, the court in a special proceeding brought
under Section 180.1330 shall determine all costs of the proceeding,
including the reasonable compensation and expenses of appraisers
appointed by the court and shall assess the costs against the
corporation, except as provided in par. (b).

D-8

(b) Notwithstanding Sections 814.01 and 814.04, the
court may assess costs against all or some of the
dissenters, in amounts that the court finds to be equitable,
to the extent that the court finds the dissenters acted
arbitrarily, vexatiously or not in good faith in demanding
payment under Section 180.1328.

(2) The parties shall bear their own expenses of the proceeding,
except that, notwithstanding Sections 814.01 to 814.04, the court may
also assess the fees and expenses of counsel and experts for the
respective parties, in amounts that the court finds to be equitable,
as follows:

(a) Against the corporation and in favor of any
dissenter if the court finds that the corporation did not
substantially comply with Sections 180.1320 to 180.1328.

(b) Against the corporation or against a dissenter, in
favor of any other party, if the court finds that the party
against whom the fees and expenses are assessed acted
arbitrarily, vexatiously or not in good faith with respect
to the rights provided by this chapter.

(3) Notwithstanding Sections 814.01 to 814.04, if the court
finds that the services of counsel and experts for any dissenter were
of substantial benefit to other dissenters similarly situated, the
court may award to these counsel and experts reasonable fees to be
paid out of the amounts awarded the dissenters who were benefitted.

D-9

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The registrant's Bylaws provide for the following
indemnification for its officers, directors, employees and agents.

6.01 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS. The association shall indemnify any present or former officer
or director of the association to the extent permitted under Sections
180.042 to 180.049 of the Wisconsin statutes or any present or former
employee or agent of the association to the extent permitted under
chapter 180 of the Wisconsin statutes.

Item 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The exhibits and financial statements filed as part of this
registration statement are as follows.

(a) Exhibits

The Exhibit Index immediately precedes the attached
exhibits.

(b) Financial Statement Schedules

Not applicable.

Item 22. UNDERTAKINGS.

(e) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.

The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a
transaction, and the company being acquired therein, that was not the
subject of and included in the registration statement when it became
effective.

POWER OF ATTORNEY

We, the undersigned directors and executive officers of Marquette
Savings Bank, S.A., appoint Richard A. Knisbeck as our true and lawful
attorney-in-fact and agent, to do any and all things and acts in our
names in the capacities indicated below which said Richard A. Knisbeck
may deem necessary or advisable to enable Marquette Savings Bank, S.A.
to comply with the Securities Act of 1933, and any rules, regulations
and requirements of the Securities and Exchange Commission, in
connection with this registration statement, including specifically,
but not limited to, the power and authority to sign for us or any of
us in our names in the capacities indicated below the registration
statement and any and all amendments, including post-effective
amendments, thereto; and we hereby ratify and confirm all that said
Richard A. Knisbeck shall do or cause to be done by virtue hereof.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-4 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of West Allis,
state of Wisconsin, on January 18, 2000.

<TABLE>
<CAPTION>
MARQUETTE SAVINGS BANK, S.A.

<S> <C>
By: /s/ Richard A. Knisbeck
--------------------------------------------
Richard A. Knisbeck, President
and Chief Executive Officer

By: /s/ Richard A. Knisbeck By: /s/ Gary J. Sparza
-------------------------------------------- --------------------------------------------
Richard A. Knisbeck, President, Chief Gary J. Sparza, Senior Vice President
Executive Officer, Chairman of the and Secretary
Board and Director
(Principal Executive Officer)

Date: January 18, 2000 Date: January 18, 2000

By: /s/ Thomas X. Gatlin
--------------------------------------------
Thomas X. Gatlin
Treasurer and Controller
(Principal Financial and Accounting Officer)

Date: January 18, 2000

By: By:
-------------------------------------------- --------------------------------------------
Frederick L. Berndt, Director Don M. Janke, Director

Date: _____________________, 2000 Date: _________________________________, 2000

By: /s/ Rhody J. Megal By: /s/ Joseph H. Morgan
-------------------------------------------- --------------------------------------------
Rhody J. Megal, Director Joseph H. Morgan, Director

Date: January 18, 2000 Date: January 18, 2000
</TABLE>

-3-

EXHIBIT INDEX
Exhibit
Number Description of Document
------- -----------------------

2.1 Agreement and Plan of Reorganization (incorporated
herein by reference to Exhibit A of proxy
statement/prospectus)

3.1* Articles of Incorporation of Marquette Savings Bank,
S.A.
3.2* Bylaws of Marquette Savings Bank, S.A.

5.1 Opinion of Schiff Hardin & Waite

8.1 Tax Opinion of Schiff Hardin & Waite

10.1* Salary Continuation Agreement between Marquette
Savings Bank, S.A. and Don M. Janke, Chairman of the
Board

10.2* Employment Agreement between Marquette Savings Bank,
S.A. and Richard A. Knisbeck, Salary Continuation
Agreement and Amendment to Salary Continuation
Agreement
10.3* Employment Agreement between Marquette Savings Bank,
S.A. and Gary J. Sparza, Salary Continuation Agreement
and Amendment to Salary Continuation Agreement

10.4* Employment Agreement between Marquette Savings Bank,
S.A. and Thomas X. Gatlin

10.5 Marquette Savings Bank, S.A. 1998 Stock Option and
Incentive Plan

10.6 Marquette Savings Bank, S.A. Management Development
and Recognition Plan
13** Marquette Savings Bank, S.A. 1999 Annual Report to
Stockholders

21* List of Subsidiaries

23.1 Consent of Schiff Hardin & Waite (contained in its
opinion filed as Exhibit 5.1).

24.1 Power of Attorney (incorporated herein by reference to
the signature page of this registration statement).
99.1 Form of proxy to be distributed to stockholders of
Marquette Savings Bank, S.A.

* Previously filed as an Exhibit to the Form 10-KSB for the fiscal
year ended March 31, 1998 of Marquette Savings Bank, S.A. under
the same Exhibit Number.

** Previously filed as an Exhibit to the Form 10-KSB for the fiscal
year ended March 31, 1999 of Marquette Savings Bank, S.A. under
the same Exhibit Number.

EXHIBIT 5.1
-----------

Christopher J. Zinski
Direct Dial: (312) 258-5548

_________________, 2000

Board of Directors
Marquette Savings Bank, S.A.
10533 West National Avenue
West Allis, Wisconsin 53227

Gentlemen:

We refer to the proposed issuance and exchange of 2,377,852
shares of Common Stock, $0.01 par value (collectively, the "Shares"),
of Marquette Capital Holding Company, Inc., a federally-chartered
stock corporation to be formed (the "Company"), and to the Form S-4
Registration Statement relating to the Shares (the "Registration
Statement") that the Company proposes to file with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Act"). The Shares will be issued in connection with the Agreement
and Plan of Reorganization by and among Marquette Savings Bank, S.A.,
a Wisconsin-chartered capital stock savings association ("Marquette"),
the Company and Marquette Interim Federal Savings Bank, a federal
stock savings bank to be formed ("Interim") ("the Reorganization
Agreement"), under which Marquette will become a wholly-owned
subsidiary of the Company. Pursuant to the Reorganization Agreement,
the stockholders of Marquette will exchange their shares of Common
Stock, $0.01 par value, of Marquette on a one-for-one basis for the
Common Stock of the Company, as more fully described in the
Registration Statement.

We are familiar with the proceedings to date with respect to the
proposed issuance and exchange of the Shares and have examined such
records, documents and matters of fact as we have considered relevant
for purposes of this opinion.

Based upon such examination, we are of the opinion that the
Shares will be legally issued, fully paid and non-assessable when:

(a) the Registration Statement, as then amended, shall have
become effective under the Act;

(b) the Reorganization Agreement shall have been duly
authorized, executed and delivered by Marquette, the Company and
Interim; and

(c) the Shares shall have been issued and exchanged as
contemplated in the Registration Statement and in accordance with
the terms and conditions of the Reorganization Agreement.

Board of Directors
Marquette Savings Bank, S.A.
________________, 2000
Page 2

We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Proxy Statement/Prospectus constituting
a part of the Registration Statement.

Very truly yours,

SCHIFF HARDIN & WAITE

By: /s/ Christopher J. Zinski
----------------------------------
Christopher J. Zinski

EXHIBIT 8.1
-----------

Lawrence H. Jacobson
(312) 258-5580

____________, 2000

Board of Directors
Marquette Savings Bank, S.A.
10533 West National Avenue
West Allis, Wisconsin 53227

Gentlemen:

You have requested our opinion regarding certain United States
federal and Wisconsin state income tax consequences of the merger (the
"Merger") of Marquette Interim Federal Savings Bank, a to be formed
interim federal stock savings bank ("Interim"), into Marquette Savings
Bank, S.A. a Wisconsin-chartered capital stock savings association
(the "Association"). As of the Effective Date, Interim will be a
wholly-owned subsidiary of Marquette Capital Holding Company, Inc.
(the "Stock Holding Company"), a to be formed federally-chartered
stock corporation and to be wholly-owned subsidiary of the
Association. The Merger will be effected pursuant to the Agreement
and Plan of Reorganization dated December 14, 1999 (the "Plan") by and
among the Association, the Stock Holding Company and Interim. The
Plan was approved by the shareholders of the Association on
_______________, 2000. The Merger will create a two-tier holding
company structure in which the Stock Holding Company will be the stock
holding company of the Association and the majority owned subsidiary
of Marquette Financial, M.H.C. ("Mutual"). Mutual is the owner of
approximately 56 percent of the issued and outstanding shares of
Association common stock, all of which will be exchanged for the same
percentage of the issued and outstanding shares of Stock Holding
Company Common Stock pursuant to the Merger. All capitalized terms
used but not defined in this letter shall have the meanings assigned
to them in the Plan.

In connection with the opinions expressed below, we have examined
and relied upon originals, or copies certified or otherwise identified
to our satisfaction, of the Plan, the Stock Holding Company's
application on Form H-(e)1 ("Application") filed with the Office of
Thrift Supervision and of such corporate records of the parties to the
Plan as we have deemed appropriate. We have also relied, without
independent verification, upon a letter dated ____________, 2000 from
the Association to us containing certain tax representations. We have
assumed that the parties will act, and that the Merger will be
effected, in accordance with the Plan, and that the representations
made by the Association in the foregoing letter are true, correct and
complete, and will be true, correct and complete on the Effective
Date, and as to any statement qualified by the best of knowledge of
the Association, will be consistent with the underlying facts as of
the Effective Date. Unless facts material to the opinion expressed

Board of Directors
Marquette Savings Bank, S.A.
____________, 2000
Page 2

herein are specifically stated to have been independently established
or verified by us, we have relied as to such facts solely upon the
representations made by the Association. We are not, however, aware
of any facts or circumstances contrary to or inconsistent with such
representations. In addition, we have made such investigations of law
as we have deemed appropriate to form a basis for the opinions
expressed below.

The Merger and related transactions (together, the
"Reorganization") will be effected, pursuant to the Plan, as follows:

(i) The Association will organize the Stock Holding Company,
which will issue to the Association _____ shares of its
common stock, which stock will constitute all of the issued
and outstanding Stock Holding Company Common Stock, and
thereby become a wholly-owned subsidiary of the Association.

(ii) Stock Holding Company will organize Interim as its wholly-
owned subsidiary, solely to effect the Merger.

(iii) Pursuant to the Merger, on the Effective Date, and in
accordance with applicable federal law, Interim will be
merged with and into the Association, with the Association
as the surviving entity, and each share of Association
common stock issued and outstanding on the Effective Date
will be converted by operation of law into one share of
Stock Holding Company Common Stock.

(iv) Pursuant to the Merger, all of the issued and outstanding
shares of Stock Holding Company Common Stock will be
canceled, and all of the issued and outstanding shares of
Interim common stock will be converted by operation of law
into an equal number of issued and outstanding shares of
Association common stock, which will constitute all of the
issued and outstanding stock of the Association.

(v) Pursuant to the Merger, (a) all unexercised options to
acquire shares of Association common stock will be converted
into options to acquire shares of Stock Holding Company
Common Stock with identical price, terms and conditions to
purchase an identical number of shares of Stock Holding
Company Common Stock instead of Association common stock,
(b) the stock option plan of the Association will become the
stock option plan of the Stock Holding Company, and (c) any
stock option agreement of the Association will become a
stock option agreement of the Stock Holding Company.

Board of Directors
Marquette Savings Bank, S.A.
____________, 2000
Page 3

As a result of the Merger, all stockholders of the Association
will become the stockholders of the Stock Holding Company and the
Association will become a wholly-owned subsidiary of the Stock Holding
Company. Following the Merger, the Association will continue to
operate as a savings association and retain its present name and State
of Wisconsin charter.

Based on, and subject to, the foregoing, it is our opinion that
for United States federal and Wisconsin state income tax purposes
under current law:

(1) The Merger will constitute a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of
1986 (the "Code"), and the Association, the Stock Holding
Company and Interim will each be a party to the
reorganization within the meaning of Section 368(b) of the
Code.

(2) No gain or loss will be recognized by Association
stockholders upon the exchange of Association common stock
solely for shares of Stock Holding Company Common Stock in
the Merger.

(3) No gain or loss will be recognized by the Association, the
Stock Holding Company or Interim as a result of the Merger.

(4) The tax basis of the shares of Stock Holding Company Common
Stock received by each holder of Association common stock
who exchanges Association common stock for shares of Stock
Holding Company Common Stock in the Merger will be the same
as the tax basis of the shares of Association common stock
surrendered in the exchange therefor.

(5) The holding period of the shares of Stock Holding Company
Common Stock received by each holder of Association common
stock in the Merger will include the holding period of the
shares of Association common stock exchanged therefor,
provided such stockholder holds such shares of Association
common stock as a capital asset on the Effective Date.

(6) No gain or loss will be recognized by Association
stockholders upon the conversion of their options to
purchase Association common stock into options to purchase
Stock Holding Company Common Stock pursuant to the Merger.

Our opinion is based on present law and existing interpretations
thereof by the courts and the Internal Revenue Service. Any change in
facts, currently or in the future, or any changes in United States or

Board of Directors
Marquette Savings Bank, S.A.
____________, 2000
Page 4

State of Wisconsin income tax law or existing interpretations thereof,
may adversely affect our opinion. Further, our opinion is not binding
on the Internal Revenue Service or the Wisconsin Department of Revenue
and the tax effects discussed above are not subject to absolute
resolution prior to the running of the statute of limitations or the
rendering of a final determination by a court of law or by closing
agreement with the Internal Revenue Service or Wisconsin Department of
Revenue. We consent to the filing of this opinion as an exhibit to
the Application and to any reference to us in the Proxy
Statement/Prospectus under the heading "Tax Consequences."

SCHIFF HARDIN & WAITE

By: /s/ Lawrence H. Jacobson
------------------------------
Lawrence H. Jacobson

EXHIBIT 10.5
------------

MARQUETTE SAVINGS BANK, S.A.

1998 STOCK OPTION AND INCENTIVE PLAN
------------------------------------

CERTIFICATE
-----------

I, Gary J. Sparza, Secretary of Marquette Savings Bank,

S.A., hereby certify that the attached document is a correct copy of

the MARQUETTE SAVINGS BANK, S.A. 1998 STOCK OPTION AND INCENTIVE PLAN.

Dated this 12th day of January, 1998.

/s/ Gary J. Sparza
---------------------------
Secretary as Aforesaid

(Corporate Seal)

MARQUETTE SAVINGS BANK, S.A.

1998 STOCK OPTION AND INCENTIVE PLAN
------------------------------------

SECTION 1. PURPOSE.

The purpose of the Marquette Savings Bank, S.A. 1998 Stock Option
and Incentive Plan (the "Plan") is to benefit Marquette Savings Bank,
S.A. (the "Bank") and its Subsidiaries (as defined in Section 2) by
recognizing the contributions made to the Bank by officers and other
key employees (including Directors of the Bank who are also employees)
of the Bank and its Subsidiaries, to provide such persons with
additional incentive to devote themselves to the future success of the
Bank, and to improve the ability of the Bank to attract, retain and
motivate individuals, by providing such persons with a favorable
opportunity to acquire or increase their proprietary interest in the
Bank over a period of years through receipt of options to acquire
common stock of the Bank. The Plan also is intended as an additional
incentive to members of the Board of Directors of the Bank who are not
employees of the Bank ("Non-Employee Directors") to serve on the Board
of Directors of the Bank (the "Board") and to devote themselves to the
future success of the Bank by providing them with a favorable
opportunity to acquire or increase their proprietary interest in the
Bank through receipt of options to acquire common stock of the Bank.

The Bank may grant stock options that constitute "incentive stock
options" ("ISOs") within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or stock options that
do not constitute ISOs ("NISOs") (ISOs and NISOs being hereinafter
collectively referred to as "Options").

SECTION 2. ELIGIBILITY.

Non-Employee Directors shall participate in the Plan only in
accordance with the provisions of Section 5 of the Plan. The
Committee (as defined in Section 3) shall initially, and from time to
time thereafter, select those officers and other key employees
(including Directors of the Bank who are also employees) (collectively
referred to herein as "Key Employees") of the Bank or any other entity
of which the Bank is the direct or indirect beneficial owner of not
less than fifty percent (50%) of all issued and outstanding equity
interests ("Subsidiaries"), to participate in the Plan on the basis of
the special importance of their services in the management,
development and operations of the Bank or its Subsidiaries (each such
Director and Key Employee receiving Options granted under the Plan is
referred to herein as an "Optionee").

SECTION 3. ADMINISTRATION.

3.1. THE COMMITTEE. The Plan shall be administered by the Salary
Committee of the Board (the "Committee"). The Committee shall be
comprised of two (2) or more members of the Board who are "non-
employee directors" within the meaning of Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), or
any successor rule or regulation.

3.2. AUTHORITY OF THE COMMITTEE. No person, other than members
of the Committee, shall have any authority concerning decisions
regarding the Plan. Subject to the express provisions of this Plan,
including but not limited to Section 5, the Committee shall have sole
discretion concerning all matters relating to the Plan and Options
granted hereunder. Except as otherwise provided in Section 5.1, the
Committee, in its sole discretion, shall determine the Key Employees
and Non-Employee Directors of the Bank and its Subsidiaries to whom,
and the time or times at which, Options will be granted, the number of
shares to be subject to each Option, the expiration date of each
Option, the time or times within which the Option may be exercised,
the cancellation of the Option (with the consent of the holder
thereof) and the other terms and conditions of the grant of the
Option. The terms and conditions of the Options need not be the same
with respect to each Optionee or with respect to each Option. The
Committee shall, at all times, act according to applicable law,
including regulations of the Office of Thrift Supervision and the
Wisconsin Department of Financial Institutions.

The Committee may, subject to the provisions of the Plan,
establish such rules and regulations as it deems necessary or
advisable for the proper administration of the Plan, and may make
determinations and may take such other action in connection with or in
relation to the Plan as it deems necessary or advisable. Each
determination or other action made or taken pursuant to the Plan,
including interpretation of the Plan and the specific terms and
conditions of the Options granted hereunder by the Committee, shall be
final and conclusive for all purposes and upon all persons including,
but without limitation, the Bank, its Subsidiaries, the Committee, the
Board, officers and the affected employees of the Bank and/or its
Subsidiaries, and their respective successors in interest.

No member of the Committee shall, in the absence of bad faith, be
liable for any act or omission with respect to service on the
Committee. Service on the Committee shall constitute service as a
Director of the Bank so that members of the Committee shall be
entitled to indemnification pursuant to the Bank's Articles of
Incorporation and By-Laws and as provided in Section 14.

SECTION 4. SHARES OF COMMON STOCK SUBJECT TO PLAN.

4.1. The total number of shares of common stock, par value $.01
per share, of the Bank (the "Common Stock"), that may be issued and

sold under the Plan initially shall be 106,734. The number of shares
of Common Stock delivered by any such Optionee or withheld by the Bank
on behalf of any such Optionee pursuant to Section 8.2 or 8.4 of the
Plan shall once again be available for issuance pursuant to subsequent
Options. Any shares of Common Stock subject to issuance upon exercise
of Options but which are not issued because of a surrender (other than
pursuant to Sections 8.2 or 8.4 of the Plan), forfeiture, expiration,
termination or cancellation of any such Option, to the extent
consistent with applicable law, rules and regulations, shall once
again be available for issuance pursuant to subsequent Options.

4.2. The number of shares of Common Stock subject to the Plan and
to Options granted under the Plan shall be adjusted as follows: (a)
in the event that the number of outstanding shares of Common Stock is
changed by any stock dividend, stock split or combination of shares,
the number of shares subject to the Plan and to Options previously
granted thereunder shall be proportionately adjusted; (b) in the event
of any merger, consolidation or reorganization of the Bank with any
other corporation or corporations, there shall be substituted on an
equitable basis as determined by the Committee, in its sole
discretion, for each share of Common Stock then subject to the Plan
and for each share of Common Stock then subject to an Option granted
under the Plan, the number and kind of shares of stock, other
securities, cash or other property to which the holders of Common
Stock of the Bank are entitled pursuant to the transaction; and (c) in
the event of any other change in the capitalization of the Bank, the
Committee, in its sole discretion, shall provide for an equitable
adjustment in the number of shares of Common Stock then subject to the
Plan and to each share of Common Stock then subject to an Option
granted under the Plan. In the event of any such adjustment, the
exercise price per share shall be proportionately adjusted.

Without limiting the generality of the foregoing provisions
of this paragraph, any such adjustment shall be deemed to have
prevented any dilution and enlargement of an Optionee's rights, if
such Optionee receives in any such adjustment, rights that are
substantially similar (after taking into account the fact that the
Optionee has not paid the applicable exercise price) to the rights the
Optionee would have received had he exercised his outstanding Options,
and become a stockholder of the Bank immediately prior to the event
giving rise to such adjustment. Adjustments under this paragraph
shall be made by the Committee whose decision as to the amount and
timing of any such adjustment shall be conclusive and binding on all
persons.

SECTION 5. GRANT OF OPTIONS TO NON-EMPLOYEE DIRECTORS.

5.1. GRANTS. Each individual who is a Non-Employee Director on
the Effective Date of the Plan shall be granted automatically a NISO
to purchase 5,336 shares of Common Stock on the effective date of the
Plan. Non-Employee Directors shall also be eligible to receive

discretionary grants of NISOs as determined by the Committee from time
to time.

5.2. EXERCISE PRICE AND PERIOD. The per share Option exercise
price of each such NISO granted to a Non-Employee Director shall be
the "Fair Market Value," on the date on which the Option is granted,
of the Common Stock subject to the Option. "Fair Market Value" shall
mean the average of the closing price for Bank Stock as reported on
The Nasdaq Stock Market for the 20 business days ending on the third
business day preceding the date with respect to which such Bank Stock
is being valued, for which trades in Bank Stock were reported on The
Nasdaq Stock Market. If no trades occur on a certain day, the closing
price for the last preceding day on which trading occurred will be
used as the closing price for that day. In the event that Bank Stock
is not readily tradable on an established securities market, the Fair
Market Value of Bank Stock shall be determined by an independent
appraiser meeting requirements similar to the requirements of the
treasury regulations promulgated under Section 170(a)(1) of the Code.

Except to the extent otherwise provided in or pursuant to Section
7 or in the proviso to this sentence, NISOs granted to a Non-Employee
Director shall become exercisable pursuant to the following schedule:
with respect to one-fifth of the total number of shares of Common
Stock subject to Option on the date twelve months after the date of
its grant and with respect to an additional one-fifth of the total
number of shares of Common Stock subject to the Option at the end of
each twelve-month period thereafter during the succeeding four years;
provided, however, that the Committee, in its sole discretion, shall
have the authority at any time to shorten or lengthen the exercise
schedule with respect to any or all Options, or any part thereof,
granted to Non-Employee Directors under the Plan, subject to
applicable law. Each NISO shall expire on the date ten years after
the date of grant.

In addition to the terms and conditions set forth in this
Section 5, NISOs granted to Non-Employee Directors also shall be
subject to such terms and conditions applicable to NISOs according to
other provisions of the Plan, PROVIDED, HOWEVER, such additional terms
and conditions are not inconsistent with the terms and conditions set
forth in Section 5 of this Plan.

SECTION 6. GRANTS OF OPTIONS TO KEY EMPLOYEES.

6.1. GRANT. Subject to the terms of the Plan, the Committee may
from time to time grant Options, which may be ISOs or NISOs, to Key
Employees of the Bank or any of its Subsidiaries. Unless otherwise
expressly provided at the time of the grant, Options granted under the
Plan to Key Employees will be ISOs.

6.2. OPTION AGREEMENT. Each Option shall be evidenced by a
written Option Agreement specifying the type of Option granted, the
Option exercise price, the terms for payment of the exercise price,

the expiration date of the Option, the number of shares of Common
Stock to be subject to each Option and such other terms and conditions
established by the Committee, in its sole discretion, not inconsistent
with the Plan.

6.3. EXPIRATION. Except to the extent otherwise provided in or
pursuant to Section 7, each Option shall expire, and all rights to
purchase shares of Common Stock shall expire, on the tenth anniversary
of the date on which the Option was granted.

6.4. EXERCISE PERIOD. Except to the extent otherwise provided in
or pursuant to Section 7 or in the proviso to this sentence, Options
granted to Key Employees shall become exercisable pursuant to the
following schedule: with respect to one-fifth of the total number of
shares of Common Stock subject to Option on the date twelve months
after the date of its grant and with respect to an additional one-
fifth of the total number of shares of Common Stock subject to the
Option at the end of each twelve-month period thereafter during the
succeeding four years; provided, however, that the Committee, in its
sole discretion, shall have the authority at any time to shorten or
lengthen the exercise schedule with respect to any or all Options, or
any part thereof, granted to Key Employees under the Plan, subject to
applicable law.

6.5. REQUIRED TERMS AND CONDITIONS OF ISOS. Each ISO granted to
a Key Employee shall be in such form and subject to such restrictions
and other terms and conditions as the Committee may determine, in its
sole discretion, at the time of grant, subject to the general
provisions of the Plan, the applicable Option Agreement, and the
following specific rules:

(a) Except as provided in Section 6.5(d), the per
share exercise price of each ISO shall be the Fair Market
Value of the shares of Common Stock on the date such ISO is
granted.

(b) The aggregate Fair Market Value (determined with
respect to each ISO at the time such ISO is granted) of the
shares of Common Stock with respect to which ISOs are
exercisable for the first time by a Key Employee during any
calendar year (under all incentive stock option plans of the
Bank and its parent and subsidiary corporations) shall not
exceed $100,000. If the aggregate Fair Market Value
(determined at the time of grant) of the Common Stock
subject to a ISO, which first becomes exercisable in any
calendar year exceeds the limitation of this paragraph
6.5(b), so much of the ISO that does not exceed the
applicable dollar limit shall be an ISO and the remainder
shall be a NISO; but in all other respects, the original
Option Agreement shall remain in full force and effect.

(c) As used in this Section 6, the words "parent" and
"subsidiary" shall have the meanings given to them in
Section 424(e) and 424(f) of the Code.

(d) Notwithstanding anything herein to the contrary,
if an ISO is granted to a Key Employee who owns stock
possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Bank or of its
parent or subsidiary corporations, within the meaning of
Section 422(b)(6) of the Code, (i) the purchase price of
each share of Common Stock subject to the ISO shall be not
less than one hundred ten percent (110%) of the Fair Market
Value of the Common Stock on the date the ISO is granted,
and (ii) the ISO shall expire and all rights to purchase
shares thereunder shall cease no later than the fifth
anniversary of the date the ISO was granted.

(e) No ISOs may be granted under the Plan after
January 12, 2008.

(f) The Committee may, in its sole discretion, cause
the Bank to convert an ISO to a NISO upon such terms and
conditions and in such manner as the Committees deems
equitable.

6.6. REQUIRED TERMS AND CONDITIONS OF NISOS. Each NISO granted
to a Key Employee or Non-Employee Director shall be in such form and
subject to such restrictions and other terms and conditions as the
Committee may determine, in its sole discretion, at the time of grant,
subject to the general provisions of the Plan, the applicable Option
Agreement, and the following specific rule: the per share exercise
price of each NISO shall be the Fair Market Value of the shares of
Common Stock on the date the NISO is granted; provided however, that
in no event may the exercise price be less than the par value of the
shares of Common Stock subject to such NISO.

SECTION 7. EFFECT OF TERMINATION.

7.1. TERMINATION GENERALLY. Except as provided in Sections 7.2
and 7.3, or by the Committee, in its sole discretion, any Option not
yet exercisable shall terminate on the date of the Optionee's
termination of employment of a Key Employee with the Bank and its
Subsidiaries, or termination of service of a Non-Employee Director on
the Board, for any reason. A Key Employee's transfer of employment
from the Bank to a Subsidiary, or from a Subsidiary to the Bank, or
from a Subsidiary to another Subsidiary, shall not constitute a
termination of employment for purposes of the Plan. Options granted
under the Plan shall not be affected by any change of duties in
connection with the employment of a Key Employee or by leave of
absence authorized by the Bank or a Subsidiary.

7.2. DEATH AND DISABILITY. In the event of an Optionee's death
or Disability (as defined below) during employment of a Key Employee
with the Bank or any of its Subsidiaries, or during service of a Non-
Employee Director on the Board, all Options held by the Optionee shall
become fully exercisable on such date of death or Disability. Each of
the Options held by such an Optionee shall expire on the earlier of:
(a) the first anniversary of the date of the Optionee's death or
Disability; or (b) the date that such Option expires in accordance
with its terms. For purposes of this Section 7.2, "Disability" shall
mean the inability of an individual to discharge current job
responsibilities by reason of any medically determinable physical or
mental impairment which is expected to result in death or which has
lasted or can be expected to last for a continuous period of not less
than twelve (12) months. The Committee, in its sole discretion, shall
determine the date and existence of any Disability.

7.3. RETIREMENT OF OPTIONEES.

(a) NON-EMPLOYEE DIRECTORS. In the event the service of a
Non-Employee Director on the Board shall be terminated by reason
of the retirement of such Non-Employee Director of the Bank in
accordance with the Bank's retirement policy for Directors
("Retirement"), any Options granted to such Non-Employee Director
shall continue to vest and remain exercisable pursuant to Section
5, in the same manner and to the same extent as if such Director
had continued his or her service on the Board during such period.

(b) KEY EMPLOYEES. Section 7.3(a) shall be applicable to
Options held by any Key Employee in the event the employment of
such Key Employee with the Bank and/or its Subsidiaries shall be
terminated by reason of Retirement. Retirement with respect to a
Key Employee who also is a Director shall have the meaning set
forth in Section 7.3(a), so long as the service of such Key
Employee on the Board of Directors continues after such
Retirement. Retirement with respect to a Key Employee who is not
a Director or a Key Employee who is a Director and whose service
on the Board of Directors does not continue following his
termination of employment with the Bank and/or its Subsidiaries
means retirement at the normal or early retirement date as set
forth in the Bank's Employee Stock Ownership Plan.

SECTION 8. EXERCISE OF OPTIONS.

8.1. NOTICE. A person entitled to exercise an Option may do so
by delivery of a written notice to that effect specifying the number
of shares of Common Stock with respect to which the Option is being
exercised and any other information the Committee may prescribe. The
notice shall be accompanied by payment as described in Section 8.2.
The notice of exercise shall be accompanied by the Optionee's copy of
the writing or writings evidencing the grant of the Option. All
notices or requests provided for herein shall be delivered to the
Secretary of the Bank.

8.2. EXERCISE PRICE. Except as otherwise provided in the Plan or
in any Option Agreement, the Optionee shall pay the purchase price of
the shares of Common Stock upon exercise of any Option: (a) in cash;
(b) in cash received from a broker-dealer to whom the Optionee has
submitted an exercise notice consisting of a fully endorsed Option
(however, in the case of an Optionee subject to Section 16 of the 1934
Act, this payment option shall only be available to the extent such
insider complies with Regulation T issued by the Federal Reserve
Board); (c) by delivering shares of Common Stock having an aggregate
Fair Market Value on the date of exercise equal to the Option exercise
price; (d) by directing the Bank to withhold such number of shares of
Common Stock otherwise issuable upon exercise of such Option having an
aggregate Fair Market Value on the date of exercise equal to the
Option exercise price; (e) by such other medium of payment as the
Committee, in its discretion, shall authorize at the time of grant; or
(f) by any combination of (a), (b), (c), (d) and (e). In the case of
an election pursuant to (a) or (b) above, cash shall mean cash or a
check issued by a federally insured bank or savings and loan, and made
payable to the Bank. In the case of payment pursuant to (b), (c) or
(d) above, the Optionee's election must be made on or prior to the
date of exercise and shall be irrevocable. In lieu of a separate
election governing each exercise of an Option, an Optionee may file a
blanket election with the Committee that shall govern all future
exercises of Options until revoked by the Optionee. The Bank shall
issue, in the name of the Optionee, stock certificates representing
the total number of shares of Common Stock issuable pursuant to the
exercise of any Option as soon as reasonably practicable after such
exercise, provided that any shares of Common Stock purchased by an
Optionee through a broker-dealer pursuant to clause (b) above shall be
delivered to such broker-dealer in accordance with 12 C.F.R. Section
220.3(e)(4) or other applicable provision of law.

8.3. TAXES GENERALLY. At the time of the exercise of any Option,
as a condition of the exercise of such Option, the Bank may require
the Optionee to pay the Bank an amount equal to the amount of the tax
the Bank or any Subsidiary may be required to withhold for federal and
state income tax purposes as a result of the exercise of such Option
by the Optionee or to comply with applicable law.

8.4. PAYMENT OF TAXES. At any time when an Optionee is required
to pay an amount required to be withheld under applicable income tax
or other laws in connection with the exercise of an Option, the
Optionee may satisfy this obligation in whole or in part by: (a)
directing the Bank to withhold such number of shares of Common Stock
otherwise issuable upon exercise of such Option having an aggregate
Fair Market Value on the date of exercise equal to the amount of tax
required to be withheld; or (b) delivering shares of Common Stock of
the Bank having an aggregate Fair Market Value equal to the amount
required to be withheld. In the case of payment of taxes pursuant to
(a) or (b) above, the Optionee's election must be made on or prior to
the date of exercise and shall be irrevocable. The Committee may
disapprove any election or delivery or may suspend or terminate the

right to make elections or deliveries. In lieu of a separate election
governing each exercise of an Option, an Optionee may file a blanket
election with the Committee which shall govern all future exercises of
Options until revoked by the Optionee.

If the holder of shares of Common Stock purchased in
connection with the exercise of an ISO disposes of such shares within
two years of the date such ISO was granted, or within one year of such
exercise, he shall notify the Bank of such disposition and remit an
amount necessary to satisfy applicable withholding requirements
including those arising under federal income tax laws. If such holder
does not remit such amount, the Bank may withhold all or a portion of
any salary then or in the future owed to such holder as necessary to
satisfy such requirements.

SECTION 9. TRANSFERABILITY OF OPTIONS.

No Option granted pursuant to the Plan shall be transferable
otherwise than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the
Code. Notwithstanding the preceding sentence, an Option Agreement for
NISOs may provide that the Optionee, at any time prior to his death,
may assign all or any portion of an NISO granted to him to (i) his
spouse or lineal descendant, (ii) the trustee of a trust for the
primary benefit of his spouse or lineal descendant, (iii) a
partnership of which his spouse and lineal descendants are the only
partners, or (iv) a tax exempt organization as described in Code
Section 501(c)(3). In such event, the spouse, lineal descendant,
trustee, partnership or tax exempt organization will be entitled to
all of the rights of the Optionee with respect to the assigned portion
of such NISO, and such portion of the NISO will continue to be subject
to all of the terms, conditions and restrictions applicable to the
NISO, as set forth herein and in the related Option Agreement
immediately prior to the effective date of the assignment. Any such
assignment will be permitted only if: (i) the Optionee does not
receive any consideration therefore; and (ii) the assignment is
expressly permitted by the applicable Agreement as approved by the
Committee. Any such assignment shall be evidenced by an appropriate
written document executed by the Optionee, and a copy thereof shall be
delivered to the Bank on or prior to the effective date of the
assignment.

SECTION 10. RIGHTS AS STOCKHOLDER.

An Optionee or a transferee of an Optionee pursuant to Section 9
shall have no rights as a stockholder with respect to any Common Stock
covered by an Option or receivable upon the exercise of an Option
until the Optionee or transferee shall have become the holder of
record of such Common Stock, and no adjustments shall be made for
dividends in cash or other property or other distributions or rights
in respect to such Common Stock for which the record date is prior to

the date on which the Optionee shall have in fact become the holder of
record of the shares of Common Stock acquired pursuant to the Option.

SECTION 11. POSTPONEMENT OF EXERCISE.

The Committee may postpone any exercise of an Option for such
time as the Committee in its sole discretion may deem necessary in
order to permit the Bank (a) to effect, amend or maintain any
necessary registration of the Plan or the shares of Common Stock
issuable upon the exercise of an Option under the Securities Act of
1933, as amended, or the securities laws of any applicable
jurisdiction, (b) to permit any action to be taken in order to (i)
list such shares of Common Stock on a stock exchange if shares of
Common Stock are then listed on such exchange or (ii) comply with
restrictions or regulations incident to the maintenance of a public
market for its shares of Common Stock, including any rules or
regulations of any stock exchange on which the shares of Common Stock
are listed, or (c) to determine that such shares of Common Stock and
the Plan are exempt from such registration or that no action of the
kind referred to in (b)(ii) above needs to be taken; and the Bank
shall not be obligated by virtue of any terms and conditions of any
Option or any provision of the Plan to recognize the exercise of an
Option or to sell or issue shares of Common Stock in violation of the
Securities Act of 1933 or the law of any government having
jurisdiction thereof. Any such postponement shall not extend the term
of an Option and neither the Bank nor its directors or officers shall
have any obligation or liability to an Optionee, to the Optionee's
successor or to any other person with respect to any shares of Common
Stock as to which the Option shall lapse because of such postponement.

SECTION 12. TRUST AGREEMENT.

Notwithstanding any other terms of the Plan, the Bank may enter
into a trust agreement ("Trust Agreement") whereby the Bank shall
agree to contribute to a trust ("Trust") for the purpose of
accumulating shares of Common Stock to assist the Bank in fulfilling
its obligations to Optionees hereunder. Such Trust Agreement shall be
substantially in the form of the model trust agreement set forth in
Internal Revenue Service Revenue Procedure 92-64, or any subsequent
Internal Revenue Service Revenue Procedure, and shall include
provisions required in such model trust agreement that all assets of
the Trust shall be subject to the creditors of the Bank in the event
of insolvency.

SECTION 13. TERMINATION OR AMENDMENT OF PLAN.

The Board or the Committee may terminate, suspend, or amend the
Plan, in whole or in part, from time to time, without the approval of
the stockholders of the Bank to the extent allowed by law.

The Committee may correct any defect or supply an omission or
reconcile any inconsistency in the Plan or in any Option granted

hereunder in the manner and to the extent it shall deem desirable, in
its sole discretion, to effectuate the Plan.

No amendment or termination of the Plan shall in any manner
adversely affect any Option theretofore granted without the consent of
the Optionee, except that the Committee may amend the Plan in a manner
that does affect Options theretofore granted upon a finding by the
Committee that such amendment is in the best interest of holders of
outstanding Options affected thereby.

This Plan is intended to comply with all applicable requirements
of Rule 16b-3 or its successors under the 1934 Act, insofar as
participants subject to Section 16 of the 1934 Act are concerned. To
the extent any provision of the Plan does not so comply, the provision
shall, to the extent permitted by law and deemed advisable by the
Committee, be deemed null and void with respect to such participants.

SECTION 14. INDEMNIFICATION OF THE COMMITTEE.

In addition to such other rights of indemnification as they may
have as members of the Board, or as members of the Committee, or as
its delegate, the members of the Committee and its delegate shall be
indemnified by the Bank against (a) the reasonable expenses (as such
expenses are incurred), including attorneys' fees actually and
necessarily incurred in connection with the defense of any action,
suit or proceeding (or in connection with any appeal therein), to
which they or any of them may be a party by reason of any action taken
or failure to act under or in connection with the Plan or any Option
granted hereunder, and (b) against all amounts paid by them in
settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Bank) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such
action, suit or proceeding that such Committee member or delegate is
liable for gross negligence or misconduct in the performance of his
duties; provided that within 60 days after institution of any such
action, suit or proceeding a Committee member or delegate shall in
writing offer the Bank the opportunity, at its own expense, to handle
and defend the same.

SECTION 15. EFFECTIVE DATE.

The Plan shall be effective upon the date of approval of the Plan
by an affirmative vote of a majority of the shares of the voting stock
of the Bank entitled to be voted by the holders of stock represented
at a duly held stockholders' meeting, within 12 months after the date
of adoption of the Plan by the Board.

SECTION 16. LEAVES OF ABSENCE.

The Committee shall be entitled to make such rules, regulations
and determinations as it deems appropriate under the Plan regarding

any leave of absence taken by a Key Employee who is the recipient of
any Option. Without limiting the generality of the foregoing, the
Committee shall be entitled to determine (a) whether or not any such
leave of absence shall constitute a termination of employment within
the meaning of the Plan, and (b) the impact, if any, of any such leave
of absence on Options under the Plan thereto granted to any Key
Employee who takes such leave of absence.

SECTION 17. GOVERNING LAW

The Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of Wisconsin
and, in the case of ISOs, Section 422 of the Code and regulations
issued thereunder.

SECTION 18. SUCCESSORS.

In the event of a sale of substantially all of the assets of the
Bank, or a merger, consolidation or share exchange involving the Bank,
all obligations of the Bank under the Plan with respect to Options
granted hereunder shall be binding on the successor to the
transaction. Employment of a Key Employee with such a successor shall
be considered employment of the Key Employee with the Bank for
purposes of the Plan.

SECTION 19. NOTICES.

Notices given pursuant to the Plan shall be in writing and shall
be deemed received when personally delivered or five days after mailed
by United States registered or certified mail, return receipt
requested, addressee only, postage prepaid. Notice to the Bank shall
be directed to:

Richard A. Knisbeck
President and Chief Executive Officer
Marquette Savings Bank, S.A.
10533 National Avenue
West Allis, Wisconsin 53227-2099

Notices to or with respect to an Optionee shall be directed to
the Optionee, or the executors, personal representatives or
distributees of a deceased Optionee, at the Optionee's home address on
the records of the Bank.

IN WITNESS WHEREOF, the Bank has caused this Plan to be executed
by its duly authorized officers, and its corporate seal to be affixed
and duly attested, all on this 12 day of January, 1998.

MARQUETTE SAVINGS BANK, S.A.

By /s/ Richard A. Knisbeck
------------------------------
Richard A. Knisbeck
President and Chief Executive
Officer

ATTEST:

/s/ Gary J. Sparza
------------------------
Gary J. Sparza
Secretary

EXHIBIT 10.6
------------

MARQUETTE SAVINGS BANK, S.A.
MANAGEMENT DEVELOPMENT AND RECOGNITION PLAN
-------------------------------------------

ARTICLE I
ESTABLISHMENT OF THE PLAN
-------------------------

1.01. Marquette Savings Bank, S.A. (the "Bank") hereby
establishes the Management Development and Recognition Plan (the
"Plan") upon the terms and conditions hereinafter stated.

ARTICLE II
PURPOSE OF THE PLAN
-------------------

2.01. The purpose of the Plan is to allow the Bank to retain
personnel of experience and ability in key positions by providing such
key employees with a proprietary interest in the Bank as compensation
for their contributions to the Bank and its Subsidiaries and as an
incentive to make such contributions in the future. The Plan is also
intended as an additional incentive to Non-Employee Directors to serve
on the Board and to devote themselves to the future success of the
Bank and its Subsidiaries by providing them with a favorable
opportunity to acquire or increase their proprietary interest in the
Bank.

ARTICLE III
DEFINITIONS
-----------

The following words and phrases, when used in the Plan, unless
the context clearly indicates otherwise, shall have the meanings set
forth below. Whenever appropriate, the masculine pronoun shall
include the feminine pronoun and the singular shall include the
plural.

3.01. "Bank" means Marquette Savings Bank, S.A., a Wisconsin-
chartered savings and loan association, and its successors and
assigns.

3.02. "Beneficiary" means the person or persons designated by
a Recipient to receive any benefits payable under the Plan in the
event of such Recipient's death. Such person or persons shall be
designated in writing on forms provided for this purpose by and filed
with the Committee and may be changed from time to time by similar
written forms filed with the Committee. In the absence of a written
designation, the Beneficiary shall be the Recipient's surviving
spouse, if any, or if none, his lawful living descendants, PER
STIRPES, or if none, the duly appointed representatives of the
Recipient's estate.

3.03. "Board" means the Board of Directors of the Bank.

3.04. "Committee" means the Salary Committee of the Board.

3.05. "Common Stock" means shares of the common stock, $.01
par value per share, of the Bank.

3.06. "Director" means a member of the Board.

3.07. "Disability" means the inability of an individual to
discharge current job responsibilities by reason of any medically
determinable physical or mental impairment which is expected to result
in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months. The Committee,
in its sole discretion, shall determine the date and existence of any
Disability.

3.08. "Effective Date" means the date stockholders of the
Bank approve the Plan.

3.09. "Employee" means any person, including an officer, who
is employed by the Bank or a Subsidiary, on or after the Effective
Date, and during the Term of the Plan (as defined in Section 8.05
below).

3.10 "Non-Employee Director" means a member of the Board who is
not an Employee.

3.11. "Plan Shares" means shares of Common Stock issued or
issuable to a Recipient pursuant to the Plan.

3.12. "Plan Share Award" means a right granted under the Plan
to earn Plan Shares.

3.13. "Recipient" means an Employee or Non-Employee Director
who receives a Plan Share Award under the Plan.

3.14. "Retirement" means retirement at the normal or early
retirement date as set forth in the Bank's Employee Stock Ownership
Plan.

3.15. "Subsidiary" means any entity of which the Bank is the
direct or indirect beneficial owner of not less than fifty percent
(50%) of all issued and outstanding equity interests. A Subsidiary
may, with the consent of the Board, agree to participate in the Plan.

ARTICLE IV
ADMINISTRATION OF THE PLAN
--------------------------

4.01. ROLE OF THE COMMITTEE. The Plan shall be administered
and interpreted by the Committee. The Committee shall be comprised
of two (2) or more members of the Board who are "non-employee

directors" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934 ("1934 Act") or any successor rule or regulation.

No person, other than members of the Committee, shall have any
authority concerning decisions regarding the Plan. Subject to the
express provisions of the Plan, including but not limited to Article
VI, the Committee shall have sole discretion concerning all matters
relating to the Plan and Plan Share Awards granted hereunder. Except
as otherwise provided in Article VI, the Committee, in its sole
discretion, shall determine the Employees and Non-Employee Directors
to whom, and the time and times at which, Plan Share Awards will be
granted, the number of Plan Shares to be subject to each Plan Share
Award, the expiration date of each Plan Share Award, the time or times
within which a Plan Share Award may be earned, the cancellation of a
Plan Share Award (with the consent of the holder thereof) and the
other terms and conditions of the grant of a Plan Share Award. The
terms and conditions of Plan Share Awards need not be the same with
respect to each Recipient or with respect to each Plan Share Award.
The Committee shall at all times act according to applicable law,
including regulations of the Office of Thrift Supervision and the
Wisconsin Department of Financial Institutions.

The Committee may, subject to the provisions of the Plan,
establish such rules and regulations as it deems necessary or
advisable for the proper administration of the Plan and may make
determinations and may take such other action in connection with and
in relation to the Plan as it deems necessary or advisable. Each
determination or other action made or taken pursuant to the Plan,
including interpretation of the Plan, and the specific terms and
conditions of Plan Share Awards granted thereunder by the Committee,
shall be final and conclusive for all purposes, and upon all persons
including, but without limitation, the Bank, its Subsidiaries, the
Committee, the Board, officers and affected employees of the Bank
and/or its Subsidiaries, and their respective successors in interest.

4.02. ROLE OF THE BOARD. The Board shall appoint or approve
members of the Committee and any trustee or trustees of a Trust
established pursuant to Section 8.07. The Board may, in its
discretion, from time to time, remove members from or add members to
the Committee and may remove, replace or add trustees. The Board may
not revoke any Plan Share Award already made without the consent of
the Recipient.

ARTICLE V
ELIGIBILITY AND ALLOCATIONS
---------------------------

5.01. ELIGIBILITY. Employees of the Bank and its
Subsidiaries are eligible to be Recipients of Plan Share Awards. Non-
Employee Directors will be Recipients with respect to Plan Share
Awards granted pursuant to Article VI below.

5.02. GRANTS OF PLAN SHARE AWARDS. Plan Share Awards shall be
granted to such Employees, and at such time or times, as the Committee
shall determine. Plan Share Awards shall be granted to Non-Employee
Directors pursuant to Article VI. The number of Plan Shares covered
by Plan Share Awards granted prior to the first anniversary of the
Effective Date of the Reorganization (as defined in the Plan of
Reorganization from Mutual Savings Association to Mutual Holding
Company, as first adopted on August 28, 1997 (the "Plan of
Reorganization")), shall not exceed 4% of the total shares of Common
Stock issued and sold in the Stock Offering (as defined in the Plan of
Reorganization). In no event shall any Plan Share Awards be granted
which will violate the Articles of Incorporation or By-Laws of the
Bank or of the Plan of Reorganization, or any applicable federal or
state law or regulation. In the event Plan Shares are forfeited for
any reason, the Committee may determine which of the Employees and
Non-Employee Directors will be granted additional Plan Shares to be
awarded from forfeited Plan Shares. Subject to Article VI, in
selecting those Employees and Non-Employee Directors to whom Plan
Share Awards will be granted and the number of Plan Shares covered by
such Plan Share Awards, the Committee shall consider the position and
responsibilities of the eligible Employees or Non-Employee Directors,
the value of their services to the Bank and its Subsidiaries, and any
other factors the Committee may deem relevant, including the
recommendations of the Chairman of the Board.

5.03. NOTICE OF GRANT. As promptly as practicable after a
determination is made pursuant to Section 5.02 or Article VI that a
Plan Share Award is to be granted to an Employee or a Non-Employee
Director, the Committee shall notify the Recipient in writing of the
grant of the Award, the number of Plan Shares covered by the Award and
the terms upon which the Plan Shares subject to the Award may be
earned. The date on which the Committee so notifies the Recipient
shall be considered the date of grant of the Plan Share Award. The
Committee shall maintain records as to all grants of Plan Share Awards
under the Plan.

5.04. GRANTS NOT REQUIRED. Notwithstanding anything to the
contrary in Sections 5.01 and 5.02, but subject to Section 6.01, no
Recipient shall have any right or entitlement to receive a Plan Share
Award hereunder, such Awards being granted at the total discretion of
the Committee.

ARTICLE VI
PLAN SHARE AWARDS TO NON-EMPLOYEE DIRECTORS
-------------------------------------------

6.01. MANDATORY GRANTS. Each Non-Employee Director serving
as a member of the Board on the Effective Date shall then be granted a
Plan Share Award equal to 2,134 Plan Shares.

6.02 DISCRETIONARY GRANTS. The Committee may, from time to time,
in its discretion, grant additional Plan Share Awards to Non-Employee
Directors. The Committee shall determine the Non-Employee Directors
to receive such Plan Share Awards, the number of Plan Shares to be
subject to any such Plan Share Award, the expiration date of such Plan
Share Award, the schedule over which Plan Shares thereunder shall be
earned, and the other terms and conditions applicable to such Plan
Share Award.

6.03 OTHER PROVISIONS. Except as specifically set forth in this
Article, Plan Share Awards granted to Non-Employee Directors shall be
subject to all of the provisions of the Plan applicable to Plan Share
Awards granted to Employees.

ARTICLE VII
EARNING AND DISTRIBUTION OF PLAN SHARES
VOTING RIGHTS
---------------------------------------

7.01. EARNING PLAN SHARES: FORFEITURES. Unless the Committee
shall specifically state to the contrary at the time a Plan Share
Award is granted, Plan Shares subject to the Plan Share Award shall
be earned by the Recipient in five equal annual installments over the
first five years after the date of grant, if (1) the Recipient is an
Employee and remains employed with the Bank or a Subsidiary
continuously throughout such period, or (2) the Recipient is a Non-
Employee Director and remains a member of the Board continuously
throughout such period, PROVIDED, HOWEVER, that the Committee may
provide for a less rapid earnings rate than that set forth herein for
all Awards or for any given Award. If the employment or service on
the Board of a Recipient terminates prior to the fifth anniversary (or
such later date as the Committee shall determine) of the date of grant
of a Plan Share Award for any reason (except as specifically provided
in subsections (a) and (b) below), the Recipient shall forfeit the
right to earn any Plan Shares subject to the Award that have not
theretofore been earned. No fractional shares shall be issued under a
Plan Share Award.

(a) EXCEPTION FOR TERMINATIONS DUE TO DEATH OR DISABILITY.
Notwithstanding the general rule contained in this Section, Plan
Shares subject to a Plan Share Award held by a Recipient whose
employment with the Bank or a Subsidiary, or service on the
Board, as the case may be, terminates due to death or Disability,
or any part of such Award that has not theretofore been earned,

shall be deemed earned as of the Recipient's last day of
employment with the Bank or a Subsidiary, or service on the
Board.

(b) REVOCATION FOR MISCONDUCT. Notwithstanding anything
herein to the contrary, the Board may, by resolution, immediately
revoke, rescind and terminate any Plan Share Award, or portion
thereof, previously awarded under the Plan, to the extent Plan
Shares have not been delivered thereunder to the Recipient,
whether or not yet earned, (1) in the case of a Recipient who is
an Employee and who is discharged from the Bank or a Subsidiary
for Cause (as hereinafter defined), or who is discovered after
termination of employment to have engaged in conduct that would
have justified termination for Cause, or (2) in the case of a
Recipient who is a Non-Employee Director and whose service on the
Board terminates for Cause, or who is discovered after
termination of service to have engaged in conduct that would have
justified termination for Cause. "Cause" is defined as personal
dishonesty, willful misconduct, any breach of fiduciary duty
involving personal profit, intentional failure to perform stated
duties, or the willful violation of any law, rule or regulation
(other than traffic violations or similar offenses) which results
in a material loss to the Bank or its Subsidiaries, or of a final
cease and desist order.

7.02. DISTRIBUTION OF PLAN SHARES. Plan Shares shall be
distributed to a Recipient or his Beneficiary, as the case may be, as
soon as is practicable after such Plan Share Award is earned. All
Plan Shares shall be distributed in the form of Common Stock. One
share of Common Stock shall be distributed for each Plan Share earned
and payable.

7.03. VOTING AND DIVIDEND RIGHTS. No Recipient shall have
any voting or dividend rights or other rights of a stockholder with
respect to any Plan Shares covered by a Plan Share Award prior to the
time said Plan Shares are actually earned and distributed to him. A
Recipient shall be entitled to receive an amount equal to cash
dividends declared on Plan Shares subject to a Plan Share Award
granted to him, only after such Plan Shares are earned by and
distributed to the Recipient. Stock dividends declared on Plan Shares
subject to a Plan Share Award granted to a Recipient shall be
distributed to him only after such Plan Shares are earned by and
distributed to the Recipient.

ARTICLE VIII
MISCELLANEOUS
-------------

8.01. AMENDMENT AND TERMINATION OF PLAN. The Board or the
Committee may terminate, suspend or amend the Plan, in whole or in
part, from time to time, without the approval of the stockholders of
the Bank to the extent allowed by law.

The Committee may correct any defect or supply an omission or
reconcile any inconsistency in the Plan or in any Plan Share Award
granted hereunder, in the manner and to the extent it shall deem
desirable, in its sole discretion, to effectuate the Plan.

No amendment or termination of the Plan shall in manner adversely
affect any Plan Share Award theretofore granted without the consent of
the Recipient thereof, except that the Committee may amend the Plan in
a manner that does affect Plan Share Awards theretofore granted, upon
a finding by the Committee that such amendment is in the best interest
of Recipients of outstanding Plan Share Awards affected thereby.

The Plan is intended to comply with all applicable requirements
of Rule 16b-3 or its successors under the 1934 Act insofar as
Recipients subject to Section 16 of the 1934 Act are concerned. To
the extent any provision of the Plan does not so comply, the provision
shall, to the extent permitted by law and deemed advisable by the
Committee, be deemed and null and void with respect to such
Recipients.

8.02. NONTRANSFERABLE. No Plan Share Award granted pursuant
to the Plan shall be transferable otherwise than by will or by the
laws of descent and distribution, pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code of 1986, as
amended. No Recipient or Beneficiary shall have any right in, or
claim to, any assets of the Plan or Trust, nor shall the Bank, or any
Subsidiary, be subject to any claim for benefits hereunder.

8.03. EMPLOYMENT RIGHTS. Neither the Plan nor any grant of a
Plan Share Award or Plan Shares hereunder nor any action taken by the
Committee or the Board in connection with the Plan shall create any
right on the part of any Employee to continue in the employ of the
Bank or a Subsidiary.

8.04. GOVERNING LAW. The Plan and all Plan Share Awards
shall be construed in accordance with, and governed by, the laws of
the State of Wisconsin.

8.05. TERM OF PLAN. The Plan shall remain in effect during
the Term commencing on the Effective Date and ending on the earlier
of: (1) termination by the Board; (2) the distribution to Recipients,
Beneficiaries or the Bank of all assets of the Trust described in
Section 8.07; or (3) 21 years from the Effective Date.

8.06. EXPENSES. All costs and expenses incurred in the
operation and administration of the Plan shall be borne by the Bank
and its Subsidiaries.

8.07. TRUST AGREEMENT. Notwithstanding any other terms of
the Plan, the Bank may enter into a trust agreement ("Trust
Agreement") whereby the Bank shall agree to contribute to a trust
("Trust") for the purpose of accumulating assets to assist the Bank in

fulfilling its obligations to Recipients hereunder. Such Trust
Agreement shall be substantially in the form of the model trust
agreement set forth in Internal Revenue Service Revenue Procedure 92-
64, or any subsequent Internal Revenue Service Revenue Procedure, and
shall include provisions required in such model trust agreement that
all assets of the Trust shall be subject to the creditors of the Bank
in the event of insolvency.

8.08 INDEMNIFICATION OF THE COMMITTEE. In addition to such other
rights of indemnification as they may have as members of the Board, or
as members of the Committee, or as its delegates, the members of the
Committee and its delegates shall be indemnified by the Bank against
(a) the reasonable expenses (as such expenses are incurred), including
attorneys' fees actually and necessarily incurred in connection with
the defense of any action, suit or proceeding (or in connection with
any appeal therein), to which they or any of them may be a party by
reason of any action taken or failure to act under or in connection
with the Plan or any Plan Share Award granted hereunder and (b)
against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the
Bank) or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such
Committee member or delegate is liable for gross negligence or
misconduct in the performance of his duties; provided that within 60
days after institution of any such action, suit or proceeding a
Committee member or delegate shall in writing offer the Bank the
opportunity, at its own expense, to handle and defend the same.

8.09. SUCCESSORS. In the event of a sale of substantially
all of the assets of the Bank, or a merger, consolidation or share
exchange involving the Bank, all obligations of the Bank under the
Plan with respect to Plan Share Awards granted hereunder shall be
binding on the successor to the transaction. Employment of an
Employee with such a successor shall be considered employment of an
Employee with the Bank for purposes of the Plan.

8.10. NOTICES. Notices given pursuant to the Plan shall be
in writing and shall be deemed received when personally delivered or
five days after mailed by United States registered or certified mail,
return receipt requested, addressee only, postage prepaid. Notice to
the Bank shall be directed to:

Richard A. Knisbeck
President and Chief Executive Officer
Marquette Savings Bank, S.A.
10533 National Avenue
West Allis, Wisconsin 53227-2099

Notices to or with respect to a Recipient or a Beneficiary shall
be directed to the Recipient or Beneficiary, or the executors,
personal representatives or distributees of a deceased Recipient or

Beneficiary, at the Recipient's or Beneficiary's home address on the
records of the Bank.

IN WITNESS WHEREOF, the Bank has caused the Plan to be executed
by its duly authorized officers and the corporate seal to be affixed
and duly attested, all on this 12 day of January, 1998.

MARQUETTE SAVINGS BANK, S.A.

By: /s/ Richard A. Knisbeck
-------------------------------
Richard A. Knisbeck
President and Chief Executive
Officer

ATTEST:

/s/ Gary J. Sparza
---------------------------
Gary J. Sparza
Secretary

EXHIBIT 99.1
------------

MARQUETTE SAVINGS BANK, S.A.

PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS FOR SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON _____________ _____, 2000

The undersigned hereby appoint(s) _________________ and
__________________, or either of them, as proxy or proxies for the
undersigned, with the full power of substitution, and hereby
authorize(s) them or either of them to represent and to vote, as
designated below, all the shares of common stock of Marquette Savings
Bank, S.A., held of record by the undersigned on ________, 2000 at the
special meeting of stockholders of Marquette to be held at
_________________ on ________, 2000 at __________, local time, and at
all adjournments and postponements thereof.

The board of directors recommends a vote "FOR" the following
proposals:

(1) To approve and adopt the agreement and plan reorganization,
dated as of December 14, 1999, by and among Marquette Savings
Bank, S.A., Marquette Capital Holding Company, Inc. and Marquette
Interim Federal Savings Bank, a copy of which is attached as
Exhibit A to the accompanying proxy statement/prospectus.

<TABLE>
<CAPTION>
<S> <C> <C>
/ / FOR approval / / AGAINST / / ABSTAIN from
and adoption of the approval and adoption vote on the reorganization
reorganization agreement of the reorganization agreement
agreement
</TABLE>

(2) In his/her discretion, a proxy is authorized to vote upon
such other business as may properly come before the meeting;
PROVIDED, HOWEVER, if a proposal to adjourn the meeting is
properly presented, a proxy will not have discretion to vote in
favor of the adjournment proposal any shares of common stock
which have been voted against approval and adoption of the
reorganization agreement.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE APPROVAL AND ADOPTION OF THE REORGANIZATION AGREEMENT.

Dated: ________________, 2000

---------------------------------------
Signature

---------------------------------------
Signature, if held jointly

Please sign exactly as your name appears hereon. When shares are held
by joint tenants, each should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title
as such. When executed by a corporation, the proxy should be signed
by a duly authorized officer, including title as such. If a
partnership, please sign in the partnership name by an authorized
person.

PLEASE COMPLETE, DATE, EXECUTE AND MAIL THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.