MERCHANTS & MANUFACTURERS BANCORPORATION INC
S-4, EX-24, 2000-11-09
STATE COMMERCIAL BANKS
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                                   EXHIBIT 24
                  POWERS OF ATTORNEY OF DIRECTORS AND CERTAIN
                             OFFICERS OF REGISTRANT









<PAGE>   2
                          DIRECTOR'S POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Merchants and Manufacturers Bancorporation, Inc., a Wisconsin corporation (the
"Corporation"), hereby constitutes and appoints Michael J. Murry his true and
lawful attorney-in-fact and agent to sign on his behalf a registration statement
on Form S-4 in connection with the issuance of shares of common stock to
shareholders of CBOC, Inc.

         Said attorney-in-fact and agent shall have full power to act for him
and in his name, place, and stead in any and all capacities, to sign such Form
S-4 Registration Statement and any and all amendments thereto (including
post-effective amendments), with power where appropriate to affix the corporate
seal of the corporation thereto and to attest such seal, and to file such Form
S-4 and each amendment (including post-effective amendments) so signed, with all
exhibits thereto, and any and all documents in connection therewith, with the
SEC, and to appear before the SEC in connection with any matter relating to such
Form S-4 and to any and all amendments thereto (including post-effective
amendments).

         The undersigned hereby grants such attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done as he might or could do in person, and hereby ratifies and
confirms all that such attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 6th day of November, 2000.

                                       /s/ James Bomberg
                                      ------------------------------------------
                                       James Bomberg,
                                       Director











                                      24-1

<PAGE>   3





                          DIRECTOR'S POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Merchants and Manufacturers Bancorporation, Inc., a Wisconsin corporation (the
"Corporation"), hereby constitutes and appoints Michael J. Murry his true and
lawful attorney-in-fact and agent to sign on his behalf a registration statement
on Form S-4 in connection with the issuance of shares of common stock to
shareholders of CBOC, Inc.

         Said attorney-in-fact and agent shall have full power to act for him
and in his name, place, and stead in any and all capacities, to sign such Form
S-4 Registration Statement and any and all amendments thereto (including
post-effective amendments), with power where appropriate to affix the corporate
seal of the corporation thereto and to attest such seal, and to file such Form
S-4 and each amendment (including post-effective amendments) so signed, with all
exhibits thereto, and any and all documents in connection therewith, with the
SEC, and to appear before the SEC in connection with any matter relating to such
Form S-4 and to any and all amendments thereto (including post-effective
amendments).

         The undersigned hereby grants such attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done as he might or could do in person, and hereby ratifies and
confirms all that such attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 6th day of November, 2000.

                                      /s/ J. Michael Bartels
                                      ------------------------------------------
                                       J. Michael Bartels,
                                       Director















                                      24-2

<PAGE>   4



                          DIRECTOR'S POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Merchants and Manufacturers Bancorporation, Inc., a Wisconsin corporation (the
"Corporation"), hereby constitutes and appoints Michael J. Murry his true and
lawful attorney-in-fact and agent to sign on his behalf a registration statement
on Form S-4 in connection with the issuance of shares of common stock to
shareholders of CBOC., Inc.

         Said attorney-in-fact and agent shall have full power to act for him
and in his name, place, and stead in any and all capacities, to sign such Form
S-4 Registration Statement and any and all amendments thereto (including
post-effective amendments), with power where appropriate to affix the corporate
seal of the corporation thereto and to attest such seal, and to file such Form
S-4 and each amendment (including post-effective amendments) so signed, with all
exhibits thereto, and any and all documents in connection therewith, with the
SEC, and to appear before the SEC in connection with any matter relating to such
Form S-4 and to any and all amendments thereto (including post-effective
amendments).

         The undersigned hereby grants such attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done as he might or could do in person, and hereby ratifies and
confirms all that such attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 6th day of November, 2000.

                                      /s/ Duane Cherek
                                      ------------------------------------------
                                       Duane Cherek,
                                       Director

















                                      24-3

<PAGE>   5





                          DIRECTOR'S POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Merchants and Manufacturers Bancorporation, Inc., a Wisconsin corporation (the
"Corporation"), hereby constitutes and appoints Michael J. Murry his true and
lawful attorney-in-fact and agent to sign on his behalf a registration statement
on Form S-4 in connection with the issuance of shares of common stock to
shareholders of CBOC, Inc.

         Said attorney-in-fact and agent shall have full power to act for him
and in his name, place, and stead in any and all capacities, to sign such Form
S-4 Registration Statement and any and all amendments thereto (including
post-effective amendments), with power where appropriate to affix the corporate
seal of the corporation thereto and to attest such seal, and to file such Form
S-4 and each amendment (including post-effective amendments) so signed, with all
exhibits thereto, and any and all documents in connection therewith, with the
SEC, and to appear before the SEC in connection with any matter relating to such
Form S-4 and to any and all amendments thereto (including post-effective
amendments).

         The undersigned hereby grants such attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done as he might or could do in person, and hereby ratifies and
confirms all that such attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 6th day of November, 2000.

                                      /s/ Thomas Gapinski
                                      ------------------------------------------
                                       Thomas Gapinski,
                                       Director























                                      24-4

<PAGE>   6



                          DIRECTOR'S POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Merchants and Manufacturers Bancorporation, Inc., a Wisconsin corporation (the
"Corporation"), hereby constitutes and appoints Michael J. Murry his true and
lawful attorney-in-fact and agent to sign on his behalf a registration statement
on Form S-4 in connection with the issuance of shares of common stock to
shareholders of CBOC, Inc.

         Said attorney-in-fact and agent shall have full power to act for him
and in his name, place, and stead in any and all capacities, to sign such Form
S-4 Registration Statement and any and all amendments thereto (including
post-effective amendments), with power where appropriate to affix the corporate
seal of the corporation thereto and to attest such seal, and to file such Form
S-4 and each amendment (including post-effective amendments) so signed, with all
exhibits thereto, and any and all documents in connection therewith, with the
SEC, and to appear before the SEC in connection with any matter relating to such
Form S-4 and to any and all amendments thereto (including post-effective
amendments).

         The undersigned hereby grants such attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done as he might or could do in person, and hereby ratifies and
confirms all that such attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 6th day of November, 2000.

                                      /s/ Casimir S. Janiszewski
                                      ------------------------------------------
                                       Casimir S. Janiszewski,
                                       Director



















                                      24-5

<PAGE>   7



                          DIRECTOR'S POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Merchants and Manufacturers Bancorporation, Inc., a Wisconsin corporation (the
"Corporation"), hereby constitutes and appoints Michael J. Murry his true and
lawful attorney-in-fact and agent to sign on his behalf a registration statement
on Form S-4 in connection with the issuance of shares of common stock to
shareholders of CBOC, Inc.

         Said attorney-in-fact and agent shall have full power to act for him
and in his name, place, and stead in any and all capacities, to sign such Form
S-4 Registration Statement and any and all amendments thereto (including
post-effective amendments), with power where appropriate to affix the corporate
seal of the corporation thereto and to attest such seal, and to file such Form
S-4 and each amendment (including post-effective amendments) so signed, with all
exhibits thereto, and any and all documents in connection therewith, with the
SEC, and to appear before the SEC in connection with any matter relating to such
Form S-4 and to any and all amendments thereto (including post-effective
amendments).

         The undersigned hereby grants such attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done as he might or could do in person, and hereby ratifies and
confirms all that such attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 6th day of November, 2000.

                                      /s/ James Kacmarcik
                                      ------------------------------------------
                                       James Kacmarcik,
                                       Director



















                                      24-6

<PAGE>   8



                          DIRECTOR'S POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Merchants and Manufacturers Bancorporation, Inc., a Wisconsin corporation (the
"Corporation"), hereby constitutes and appoints Michael J. Murry his true and
lawful attorney-in-fact and agent to sign on his behalf a registration statement
on Form S-4 in connection with the issuance of shares of common stock to
shareholders of CBOC, Inc.

         Said attorney-in-fact and agent shall have full power to act for him
and in his name, place, and stead in any and all capacities, to sign such Form
S-4 Registration Statement and any and all amendments thereto (including
post-effective amendments), with power where appropriate to affix the corporate
seal of the corporation thereto and to attest such seal, and to file such Form
S-4 and each amendment (including post-effective amendments) so signed, with all
exhibits thereto, and any and all documents in connection therewith, with the
SEC, and to appear before the SEC in connection with any matter relating to such
Form S-4 and to any and all amendments thereto (including post-effective
amendments).

         The undersigned hereby grants such attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done as he might or could do in person, and hereby ratifies and
confirms all that such attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 6th day of November, 2000.

                                    /s/ David Kaczynski
                                    ------------------------------------------
                                     David Kaczynski,
                                     Director


















                                      24-7

<PAGE>   9



                          DIRECTOR'S POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Merchants and Manufacturers Bancorporation, Inc., a Wisconsin corporation (the
"Corporation"), hereby constitutes and appoints Michael J. Murry his true and
lawful attorney-in-fact and agent to sign on his behalf a registration statement
on Form S-4 in connection with the issuance of shares of common stock to
shareholders of CBOC, Inc.

         Said attorney-in-fact and agent shall have full power to act for him
and in his name, place, and stead in any and all capacities, to sign such Form
S-4 Registration Statement and any and all amendments thereto (including
post-effective amendments), with power where appropriate to affix the corporate
seal of the corporation thereto and to attest such seal, and to file such Form
S-4 and each amendment (including post-effective amendments) so signed, with all
exhibits thereto, and any and all documents in connection therewith, with the
SEC, and to appear before the SEC in connection with any matter relating to such
Form S-4 and to any and all amendments thereto (including post-effective
amendments).

         The undersigned hereby grants such attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done as he might or could do in person, and hereby ratifies and
confirms all that such attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 6th day of November, 2000.

                                    /s/ Conrad Kaminski
                                    ------------------------------------------
                                     Conrad Kaminski,
                                     Director



















                                      24-8

<PAGE>   10



                          DIRECTOR'S POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Merchants and Manufacturers Bancorporation, Inc., a Wisconsin corporation (the
"Corporation"), hereby constitutes and appoints Michael J. Murry his true and
lawful attorney-in-fact and agent to sign on his behalf a registration statement
on Form S-4 in connection with the issuance of shares of common stock to
shareholders of CBOC, Inc.

         Said attorney-in-fact and agent shall have full power to act for him
and in his name, place, and stead in any and all capacities, to sign such Form
S-4 Registration Statement and any and all amendments thereto (including
post-effective amendments), with power where appropriate to affix the corporate
seal of the corporation thereto and to attest such seal, and to file such Form
S-4 and each amendment (including post-effective amendments) so signed, with all
exhibits thereto, and any and all documents in connection therewith, with the
SEC, and to appear before the SEC in connection with any matter relating to such
Form S-4 and to any and all amendments thereto (including post-effective
amendments).

         The undersigned hereby grants such attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done as he might or could do in person, and hereby ratifies and
confirms all that such attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 6th day of November, 2000.

                                    /s/ Nicholas Logarakis
                                    ------------------------------------------
                                     Nicholas Logarakis,
                                     Director






















                                      24-9

<PAGE>   11



                          DIRECTOR'S POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Merchants and Manufacturers Bancorporation, Inc., a Wisconsin corporation (the
"Corporation"), hereby constitutes and appoints Michael J. Murry his true and
lawful attorney-in-fact and agent to sign on his behalf a registration statement
on Form S-4 in connection with the issuance of shares of common stock to
shareholders of CBOC, Inc.

         Said attorney-in-fact and agent shall have full power to act for him
and in his name, place, and stead in any and all capacities, to sign such Form
S-4 Registration Statement and any and all amendments thereto (including
post-effective amendments), with power where appropriate to affix the corporate
seal of the corporation thereto and to attest such seal, and to file such Form
S-4 and each amendment (including post-effective amendments) so signed, with all
exhibits thereto, and any and all documents in connection therewith, with the
SEC, and to appear before the SEC in connection with any matter relating to such
Form S-4 and to any and all amendments thereto (including post-effective
amendments).

         The undersigned hereby grants such attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done as he might or could do in person, and hereby ratifies and
confirms all that such attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 6th day of November, 2000.

                                      /s/ Gervaise Rose
                                      ------------------------------------------
                                       Gervaise Rose,
                                       Director

















                                      24-10

<PAGE>   12



                          DIRECTOR'S POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Merchants and Manufacturers Bancorporation, Inc., a Wisconsin corporation (the
"Corporation"), hereby constitutes and appoints Michael J. Murry his true and
lawful attorney-in-fact and agent to sign on his behalf a registration statement
on Form S-4 in connection with the issuance of shares of common stock to
shareholders of CBOC, Inc.

         Said attorney-in-fact and agent shall have full power to act for him
and in his name, place, and stead in any and all capacities, to sign such Form
S-4 Registration Statement and any and all amendments thereto (including
post-effective amendments), with power where appropriate to affix the corporate
seal of the corporation thereto and to attest such seal, and to file such Form
S-4 and each amendment (including post-effective amendments) so signed, with all
exhibits thereto, and any and all documents in connection therewith, with the
SEC, and to appear before the SEC in connection with any matter relating to such
Form S-4 and to any and all amendments thereto (including post-effective
amendments).

         The undersigned hereby grants such attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done as he might or could do in person, and hereby ratifies and
confirms all that such attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 6th day of November, 2000.

                                       /s/ Jerome Sarnowski
                                      ------------------------------------------
                                       Jerome Sarnowski,
                                       Director





















                                      24-11

<PAGE>   13



                          DIRECTOR'S POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Merchants and Manufacturers Bancorporation, Inc., a Wisconsin corporation (the
"Corporation"), hereby constitutes and appoints Michael J. Murry his true and
lawful attorney-in-fact and agent to sign on his behalf a registration statement
on Form S-4 in connection with the issuance of shares of common stock to
shareholders of CBOC, Inc.

         Said attorney-in-fact and agent shall have full power to act for him
and in his name, place, and stead in any and all capacities, to sign such Form
S-4 Registration Statement and any and all amendments thereto (including
post-effective amendments), with power where appropriate to affix the corporate
seal of the corporation thereto and to attest such seal, and to file such Form
S-4 and each amendment (including post-effective amendments) so signed, with all
exhibits thereto, and any and all documents in connection therewith, with the
SEC, and to appear before the SEC in connection with any matter relating to such
Form S-4 and to any and all amendments thereto (including post-effective
amendments).

         The undersigned hereby grants such attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done as he might or could do in person, and hereby ratifies and
confirms all that such attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 6th day of November, 2000.

                                      /s/ James Sass
                                      ------------------------------------------
                                       James Sass,
                                       Director
























                                      24-12

<PAGE>   14



                          DIRECTOR'S POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Merchants and Manufacturers Bancorporation, Inc., a Wisconsin corporation (the
"Corporation"), hereby constitutes and appoints Michael J. Murry his true and
lawful attorney-in-fact and agent to sign on his behalf a registration statement
on Form S-4 in connection with the issuance of shares of common stock to
shareholders of CBOC, Inc.

         Said attorney-in-fact and agent shall have full power to act for him
and in his name, place, and stead in any and all capacities, to sign such Form
S-4 Registration Statement and any and all amendments thereto (including
post-effective amendments), with power where appropriate to affix the corporate
seal of the corporation thereto and to attest such seal, and to file such Form
S-4 and each amendment (including post-effective amendments) so signed, with all
exhibits thereto, and any and all documents in connection therewith, with the
SEC, and to appear before the SEC in connection with any matter relating to such
Form S-4 and to any and all amendments thereto (including post-effective
amendments).

         The undersigned hereby grants such attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done as he might or could do in person, and hereby ratifies and
confirms all that such attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 6th day of November, 2000.

                                      /s/ Thomas Sheehan
                                      ------------------------------------------
                                       Thomas Sheehan,
                                       Director


















                                      24-13

<PAGE>   15


                          DIRECTOR'S POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
Merchants and Manufacturers Bancorporation, Inc., a Wisconsin corporation (the
"Corporation"), hereby constitutes and appoints Michael J. Murry his true and
lawful attorney-in-fact and agent to sign on his behalf a registration statement
on Form S-4 in connection with the issuance of shares of common stock to
shareholders of CBOC., Inc.

         Said attorney-in-fact and agent shall have full power to act for him
and in his name, place, and stead in any and all capacities, to sign such Form
S-4 Registration Statement and any and all amendments thereto (including
post-effective amendments), with power where appropriate to affix the corporate
seal of the corporation thereto and to attest such seal, and to file such Form
S-4 and each amendment (including post-effective amendments) so signed, with all
exhibits thereto, and any and all documents in connection therewith, with the
SEC, and to appear before the SEC in connection with any matter relating to such
Form S-4 and to any and all amendments thereto (including post-effective
amendments).

         The undersigned hereby grants such attorney-in-fact and agent full
power and authority to do and perform any and all acts and things requisite and
necessary to be done as he might or could do in person, and hereby ratifies and
confirms all that such attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 6th day of November, 2000.

                                      /s/ Keith Winters
                                      ------------------------------------------
                                       Keith Winters,
                                       Director

























                                     24-14


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