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EXHIBIT 23.4
[Form of]
CONSENT OF KEEFE, BRUYETTE & WOODS, INC.
We hereby consent to the use of our opinion letter dated [Proxy Date],
2000 to the Board of Directors of First Northern Capital Corp., included as
Appendix B to the Proxy Statement/Prospectus of [Proxy Date], 2000 which forms
part of the Registration Statement dated as of the date hereof on Form S-4
relating to the proposed merger of First Northern Capital Corp. and Bank Mutual
Corporation and to the references to such opinion therein.
In giving such consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder, nor do we hereby admit that we are experts with
respect to any part of such Registration Statement within the meaning of the
term "experts" as used in the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
KEEFE, BRUYETTE & WOODS, INC.
by:
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Steven P. Kent
Managing Director
