MID WISCONSIN FINANCIAL SERVICES INC, SC 13E4, 1998-12-14

MID WISCONSIN FINANCIAL SERVICES INC
SC 13E4, 1998-12-14
STATE COMMERCIAL BANKS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13E-4

ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)

MID-WISCONSIN FINANCIAL SERVICES, INC.
(Name of Issuer)

MID-WISCONSIN FINANCIAL SERVICES, INC.
(Name of Person(s) Filing Statement)

COMMON STOCK, $.10 PAR VALUE
(Title of Class of Securities)

59560R108
(Cusip Number of Class of Securities)

GENE C. KNOLL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MID-WISCONSIN FINANCIAL SERVICES, INC.
132 WEST STATE STREET
MEDFORD, WI 54551
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on behalf of the Person(s) Filing
Statement)

Copies to:
ARNOLD J. KIBURZ III
RUDER, WARE & MICHLER, A LIMITED LIABILITY S.C.
500 THIRD STREET, SUITE 700
P.O. BOX 8050
WAUSAU, WI 54402

DECEMBER 14, 1998
(Date Tender Offer First Published, Sent or
Given to Security Holders)

CALCULATION OF FILING FEE*

Transaction Valuation: $2,558,738.00 Amount of Filing Fee: $512.00

* Calculated solely for the purpose of determining the filing
fee, based upon the purchase of 93,045 shares of common stock
at the tender offer price per share of $27.50.

<square> Check box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.

-1-
<PAGE>

This Issuer Tender Offer Statement on Schedule 13E-4 (the
"Statement") relates to the tender offer by Mid-Wisconsin Financial
Services, Inc., a Wisconsin corporation (the "Company"), to
purchase up to 93,045 shares of its common stock, $.10 par value
(the "Shares"), at a price, net to the seller in cash, without
interest thereon, of $27.50 per Share upon the terms and
subject to the conditions set forth in the Offer to Purchase
dated December 14, 1998 (the "Offer to Purchase") and the
related Transmittal Form (which documents are collectively referred
to herein as the "Offer"). The Offer to Purchase and Transmittal
Form are filed as exhibits (a)(1) and (2), respectively to this
Statement.

All references in this Statement to numerically designated "Sections"
refer to the numerically designated sections set forth under "The Offer"
in the Offer to Purchase.

ITEM 1. SECURITY AND ISSUER.

(a) The name of the issuer is Mid-Wisconsin Financial Services, Inc.
and the address of its principal executive offices is 132 West State
Street, Medford, Wisconsin 54551.

(b) As of December 14, 1998, the Company had issued and
outstanding 1,860,893 Shares. The information set forth in "Section 1.
Number of Shares; Proration" and "Section 10. Interests of Directors
and Officers; Transactions and Arrangements Concerning Shares" is
incorporated herein by reference.

(d) Not applicable, this Statement is being filed by the Issuer.

ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) The information set forth in "Section 8. Source and Amount of
Funds" is incorporated herein by reference.

(b) Not applicable, no funds are expected to be borrowed in
connection with the Offer.

ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER
OR AFFILIATE.

(a)-(j) The information set forth in "Section 2. Purpose of the
Offer; Certain Effects of the Offer," "Section 10. Interests of
Directors and Officers; Transactions and Arrangements Concerning Shares,"
and "Section 11. Effects of the Offer on the Market for Shares;
Registration under the Exchange Act" is incorporated herein by
reference.

-2-

ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.

The information set forth in "Section 10. Interests of Directors
and Officers; Transactions and Arrangements Concerning Shares" is
incorporated herein by reference.
<PAGE>
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER'S SECURITIES.

The information set forth in "Section 10. Interests of Directors and
Officers; Transactions and Arrangements Concerning Shares" is
incorporated herein by reference.

ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The information set forth in "Section 15. Fees and Expenses" is
incorporated herein by reference.

ITEM 7. FINANCIAL INFORMATION.

(a)-(b) The information set forth in "Section 9. Certain Financial
Information Concerning the Company" is incorporated herein by reference
and the information set forth on (i) pages 31 through 59 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997,
filed as Exhibit (g)(1) hereto, and (ii) pages 3 through 10 of the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1998, filed as Exhibit (g)(2), is, in each case,
incorporated herein by reference.

ITEM 8. ADDITIONAL INFORMATION.

(a) Not applicable.

(b) The information set forth in "Section 12. Certain Legal
Matters; Regulatory Approvals" is incorporated herein by reference.

(c) The information set forth in "Section 11. Effects of the Offer
on the Market for Shares; Registration under the Exchange Act" is
incorporated herein by reference.

(d) Not applicable.

(e) The information set forth in the Offer to Purchase and
Transmittal Form, copies of which are attached hereto as Exhibit (a)(1)
and (a)(2), respectively, is incorporated herein by reference.

-3-

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

(a) (1) Form of Offer to Purchase dated December 14, 1998.
(2) Form of Transmittal Form (including Certification of
Taxpayer Identification Number on Substitute Form W-9).
(3) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(4) Form of Letter to Customers for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(5) Form of Press Release issued by the Company dated December
14, 1998.
(6) Form of Letter to Shareholders of the Company dated
December 14, 1998, from Gene C. Knoll, President and Chief
Executive Officer.
(7) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
<PAGE>
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) (1) Audited Consolidated Financial Statements of the Company as
of and for the fiscal years ended December 31, 1996 and
December 31, 1997 (incorporated by reference to pages 31
through 59 of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997).
(2) Unaudited Consolidated Financial Statements of the Company
as of and for the nine-month periods ended September 30,
1997 and September 30, 1998 (incorporated by reference to
pages 3 through 10 of the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30,
1998).

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.

Mid-Wisconsin Financial Services, Inc.

December 14, 1998 By: GENE C. KNOLL
Gene C. Knoll
President and Chief Executive
Officer

-4-
<PAGE>
EXHIBIT INDEX
TO
SCHEDULE 13E-4
DATED DECEMBER 14, 1998
OF
MID-WISCONSIN FINANCIAL SERVICES, INC.
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. <section>232.102(d))

(a) (1) Form of Offer to Purchase dated December 14, 1998.
(2) Form of Transmittal Form (including Certification of
Taxpayer Identification Number on Substitute Form W-9).
(3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(4) Form of Letter to Customers for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(5) Form of Press Release issued by the Company dated December
14, 1998.
(6) Form of Letter to Shareholders of the Company dated
December 14, 1998, from Gene C. Knoll, President and
Chief Executive Officer.
(7) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) (1) Audited Consolidated Financial Statements of the Company as
of and for the fiscal years ended December 31, 1996 and
December 31, 1997 (incorporated by reference to pages 31
through 59 of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997).
(2) Unaudited Consolidated Financial Statements of the Company
as of and for the nine-month periods ended September 30,
1997 and September 30, 1998 (incorporated by reference to
pages 3 through 10 of the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30,
1998).

-5-

EXHIBIT (a)(1)

MID-WISCONSIN FINANCIAL SERVICES, INC.

OFFER TO PURCHASE

93,045 SHARES
OF ITS COMMON STOCK, PAR VALUE $.10 PER SHARE,

$27.50 PER SHARE

DECEMBER 14, 1998

THE OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., CENTRAL STANDARD TIME, ON FRIDAY, JANUARY 15, 1999,
UNLESS THE OFFER IS EXTENDED.
_________________

Mid-Wisconsin Financial Services, Inc. hereby invites its
shareholders to tender up to 93,045 shares of its common stock to the
Company at a price of $27.50 per Share. Shareholders may accept the
Company's offer and tender all or part of their stock by following the
instructions in this Offer to Purchase and the enclosed Transmittal
Form. This Offer is subject to the terms and conditions described in
this document and related Transmittal Form.

The common stock is quoted on the OTC Electronic Bulletin Board
service under the symbol "MWFS." On December 3, 1998, the high and low
bid quotations were each $25.00 per Share. There is no active trading
market for the Company's common stock and such prices may not reflect
actual trades. See section 7.

__________________

THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MAKING
OF THE OFFER. HOWEVER, NEITHER THE COMPANY NOR THE BOARD OF DIRECTORS
MAKES ANY RECOMMENDATION TO SHAREHOLDERS AS TO WHETHER TO TENDER OR
REFRAIN FROM TENDERING THEIR SHARES. EACH SHAREHOLDER MUST MAKE THE
DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE
OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. SEE
SECTION 10.

__________________

Mid-Wisconsin Financial Services, Inc.
132 West State Street
Medford, WI 54551

-1-
<PAGE> TABLE OF CONTENTS

SUMMARY .......................................................3

INTRODUCTION ..................................................5

THE OFFER .....................................................5
1. Number of Shares; Proration ..........................5
2. Purpose of the Offer; Certain Effects of the Offer ...7
3. Procedures for Tendering Shares ......................9
4. Withdrawal Rights ...................................11
5. Purchase of Shares and Payment of Purchase Price ....12
6. Certain Conditions of the Offer .....................13
7. Price Range of Shares; Dividends ....................14
8. Source and Amount of Funds ..........................14
9. Certain Financial and Other Information Concerning
the Company .........................................14
10. Interests of Directors and Officers; Transactions
and Arrangements Concerning Shares...................17
11. Effects of the Offer on the Market for Shares;
Registration under the Exchange Act..................18
12. Certain Legal Matters; Regulatory Approvals .........18
13. Certain Federal Income Tax Consequences .............18
14. Extension of Offer; Termination; Amendment ..........20
15. Fees and Expenses ...................................21
16. Miscellaneous .......................................21

ADDITIONAL COPIES

Additional copies of this Offer to Purchase, the Transmittal Form and
other tender offer materials may be obtained from the Company and will be
furnished at the Company's expense. Questions and requests for assistance
may be directed to the Company at (800) 643-9472 or (715) 748-8300.

Shareholders may also contact their local broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Offer.

-2-

SUMMARY

THIS GENERAL SUMMARY IS SOLELY FOR THE CONVENIENCE OF THE COMPANY'S
SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL
TEXT AND MORE SPECIFIC DETAILS IN THIS OFFER TO PURCHASE AND THE RELATED
TRANSMITTAL FORM.

THE COMPANY Mid-Wisconsin Financial Services, Inc., referred
to in this Offer to Purchase and the Transmittal
Form as the "Company." Unless otherwise
specified, "Company" also includes all
subsidiaries of Mid-Wisconsin Financial Services,
Inc.
<PAGE>
THE SHARES Common stock of the Company, par value $.10 per
share. The common stock is referred to in this
Offer to Purchase and the Transmittal Form as the
"Shares."

THE OFFER The Company's offer to purchase Shares is
described in this Offer to Purchase and the
Transmittal Form and is referred to as the
"Offer."

NUMBER OF SHARES TO BE 93,045 Shares (or such lesser number of Shares as
PURCHASED are validly tendered pursuant to the Offer and
not withdrawn).

PURCHASE PRICE $27.50 per share.

HOW TO TENDER SHARES Any shareholder wishing to tender all or any part
of his or her Shares should EITHER

<bullet> complete and sign a Transmittal Form (or
a copy thereof) and either mail or
deliver to the Company

<bullet> the Transmittal Form with any required
signature guarantee and any other
required documents, AND

<bullet> the stock certificates for such
tendered Shares

- OR -

<bullet> request a broker, dealer, commercial
bank, trust company or other nominee to
complete the transaction for such
shareholder.

-3-

Shareholders having Shares registered
in the name of a broker, dealer,
commercial bank, trust company
or other nominee must contact that
broker, dealer, commercial bank, trust
company or other nominee if they desire
to tender their Shares.

See Section 3. Call the Company or
consult your broker for assistance.

EXPIRATION AND PRORATION DATES Friday, January 15, 1999, at 5:00 p.m.,
Central Standard Time, unless the Offer
is extended by the Company.

ODD LOTS There will be no proration of Shares
tendered by Odd Lot Holders. An "Odd
<PAGE>
Lot Holder" is any shareholder owning
beneficially fewer than 100 Shares in
the aggregate as of the close of
business on December 14, 1998, and as
of the Expiration Date, who tenders all
such Shares and who checks the "Odd
Lots" box on the Transmittal Form. See
section 1.

PRORATION If more than 93,045 Shares are tendered
for all shareholders other than Odd Lot
Holders, the number of shares to be
purchased from each shareholder who
accepts the Offer shall be based on the
ratio of the number of Shares tendered
by the shareholder to the total number
of Shares tendered by all shareholders
(and not withdrawn prior to the
Expiration Date).

PAYMENT DATE As soon as practicable after the
expiration of the Offer.

POSITION OF THE COMPANY AND Neither the Company nor its Board of
ITS DIRECTORS Directors makes any recommendation to
any shareholder as to whether to tender
or refrain from tendering Shares.
The Company has been advised that none
of its directors or executive officers
intends to tender any Shares pursuant
to the Offer.

WITHDRAWAL RIGHTS Tendered Shares may be withdrawn at any
time prior to the Expiration Date of
the Offer (5:00 p.m., Central Standard
Time, on Friday, January 15,

-4-

1999, or such later date to which the
Offer is extended by the Company) and,
unless previously purchased, may also
be withdrawn at any time after 5:00
p.m., Central Standard Time, on Tuesday,
February 9, 1999. See section 4.

CONDITIONS TO THE OFFER The Offer is subject to certain
conditions. See section 6.

BROKERAGE COMMISSIONS None.

STOCK TRANSFER TAX None, if payment is made to the
registered holder.

THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN
FROM TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT
<PAGE>
AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THE OFFER ON BEHALF OF THE COMPANY. DO
NOT RELY ON ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR
REPRESENTATIONS, IF GIVEN OR MADE, AS HAVING BEEN AUTHORIZED BY THE
COMPANY.

INTRODUCTION

The Company hereby invites its shareholders to tender up to 93,045
Shares to the Company at a price of $27.50 upon the terms and subject to
the conditions set forth herein and in the related Transmittal Form
(which together constitute the "Offer").

The Company's Board of Directors believes that the Offer is in the
best interests of the Company. See section 2. The Offer affords to
those shareholders who desire liquidity an opportunity to sell all or a
portion of their Shares without the usual transaction costs associated
with open market sales. Shareholders who do not accept the Offer will
increase their proportionate interest in the Company's equity, and thus
in the Company's future earnings and assets, subject to the Company's
right to issue additional Shares and other equity securities in the
future.

THE OFFER

1. NUMBER OF SHARES; PRORATION.

Upon the terms and subject to the conditions of the Offer, the
Company will purchase 93,045 Shares or such lesser number of Shares as
are validly tendered (and not withdrawn in accordance with Section 4)
prior to the Expiration Date (as defined below) at a price of $ 27.50
per Share. The term "Expiration Date" means 5:00 p.m., Central
Standard Time, on Friday,

-5-

January 15, 1999, or such later date as the Company, in its sole
discretion, determines as the period of time during which the Offer will
remain open. If extended by the Company, the term "Expiration Date"
shall refer to the latest time and date at which the Offer, as so
extended by the Company, shall expire. See Section 14 for a description
of the Company's right to extend, delay, terminate or amend the Offer.

The Company reserves the right, in its sole discretion, to purchase
more than 93,045 Shares pursuant to the Offer. In accordance with
applicable regulations of the Securities and Exchange Commission (the
"Commission"), the Company may purchase pursuant to the Offer an
additional amount of Shares not to exceed 2% of the outstanding Shares
without amending or extending the Offer. See section 14.

Certificates for all Shares tendered and not purchased pursuant to
the Offer because of proration, will be returned to the tendering
shareholders at the Company's expense as promptly as practicable
following the Expiration Date.
<PAGE>
PRIORITY OF PURCHASES

If more than 93,045 Shares (or such greater number of Shares as the
Company may elect to purchase pursuant to the Offer) have been validly
tendered and not withdrawn, the Company will purchase validly tendered
and not withdrawn Shares on the basis set forth below:

<bullet> FIRST, all Shares tendered and not withdrawn prior to the
Expiration Date by any Odd Lot Holder (as defined below) who
tenders all Shares beneficially owned by such Odd Lot
Holder; and

<bullet> SECOND, after purchase of all Odd Lot Shares, all other
Shares tendered and not withdrawn prior to the Expiration
Date, on a pro rata basis (with appropriate adjustments to
avoid purchases of fractional Shares) as described below.

ODD LOTS

For purposes of the Offer, the term "Odd Lot Shares" shall mean all
Shares validly tendered prior to the Expiration Date and not withdrawn by
an Odd Lot Holder. An "Odd Lot Holder" is any person who:

<bullet> beneficially owned an aggregate of fewer than 100 Shares as
of the close of business on December 14, 1998, and continued
to beneficially own fewer than 100 Shares as of the
Expiration Date, and

<bullet> checks the appropriate box on the Transmittal Form.

This preference is not available to partial tenders by Odd Lot Holders or
to beneficial holders of an aggregate of 100 or more Shares, even if such
holders have separate accounts or certificates representing fewer than
100 Shares. By accepting the Offer, an Odd Lot Holder would not only

-6-

avoid the payment of brokerage commissions, but also would avoid any
applicable odd lot discounts in a sale of such holder's Shares.

PRORATION

In the event that proration of tendered Shares is required, the
Company will determine the proration factor as soon as practicable
following the Expiration Date. Proration for each shareholder tendering
Shares, other than Odd Lot Holders, shall be based on the ratio of the
number of Shares tendered by such shareholder and not withdrawn to the
total number of Shares tendered by all shareholders, other than Odd Lot
Holders, and not withdrawn. Because of the difficulty in determining the
number of Shares properly tendered and not withdrawn, and because of the
Odd Lot procedure, the Company does not expect that it will be able to
announce the final proration factor or commence payment for any Shares
purchased pursuant to the Offer until approximately three business days
after the Expiration Date.

As described in section 13, the number of Shares that the Company
will purchase from a shareholder may affect the federal income tax
<PAGE>
consequences to the shareholder of such purchase and therefore may be
relevant to a shareholder's decision whether to tender Shares. The
Transmittal Form affords each tendering shareholder the opportunity to
designate the order of priority in which Shares tendered are to be
purchased in the event of proration.

2. PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER.

THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS WHICH
INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS.
FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED
TO, THE MATTERS DISCUSSED BELOW AS WELL AS IN PART I OF THE COMPANY'S
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1997, UNDER THE CAPTION
"CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION" AND THE
FACTORS DESCRIBED IN THE COMPANY'S OTHER FILINGS WITH THE COMMISSION.

The Shares are not listed on a national exchange or traded in an
active public market. Although the Shares are quoted on the OTC Bulletin
Board, quotations may not reflect actual trades as transactions are
sporadic and do not reflect an active trading market for the Shares.
Shareholders cannot always find a ready buyer for their Shares on the
public market if they desire to sell or reduce their holdings in the
Shares. The Offer provides shareholders who are considering a sale of
all or a portion of their Shares with the opportunity to liquidate all
or a portion of their holdings at a price which management believes
reflects the current fair market value for such Shares. The Offer also
provides an opportunity for shareholders to sell Shares for cash without
the usual transaction costs associated with market sales. In addition,
Odd Lot Holders (shareholders owning fewer than 100 Shares) whose Shares
are purchased pursuant to the Offer will avoid the payment of brokerage
commissions and any applicable odd lot discounts payable on a sale of
their Shares. The Offer also allows shareholders to sell a portion of
their Shares while retaining a continuing equity interest in the
Company.

-7

The Company believes that the Offer will be accretive to earnings per
share (on both a basic and a diluted basis) in the fiscal year ending
December 31, 1999, but there can be no assurance to that effect.

As a registered bank holding company under the Bank Holding Company
Act of 1956, as amended, the Company must maintain certain risk-based
capital to asset ratios prescribed by the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board"). In addition the
Federal Deposit Insurance Corporation ("FDIC") has issued substantially
similar risk-based capital guidelines applicable to the Company's banking
subsidiary. The Federal Reserve Board risk-based guidelines define a
two-tier capital framework. Tier 1 capital consists of common and
qualifying preferred shareholders' equity, less certain intangibles and
other adjustments. Tier 2 capital consists of subordinated and other
qualifying debt, and the allowance for credit losses up to 1.25% of
risk-weighted assets. The sum of Tier 1 and Tier 2 capital, less
investments in unconsolidated subsidiaries, represents qualifying total
capital, at least 50% which must consist of Tier 1 capital. Risk-based
capital ratios are calculated by dividing Tier 1 and total capital by
<PAGE>
risk-weighted assets. Assets and off-balance sheet exposures are
assigned to one of four categories of risk-weights, based primarily on
relative credit risk. The minimum Tier 1 capital ratio is 4% and the
minimum total capital ratio is 8%. The Company's Tier 1 and total
risk-based capital ratios under these guidelines at September 30, 1998
were 13.92% and 15.05%, respectively.

The leverage ratio is determined by dividing Tier 1 capital by
adjusted average total assets. Under recently adopted Federal Reserve
Board regulations, the minimum leverage for the most highly rated bank
holding companies and for bank holding companies which have implemented
the Federal Reserve Board's risk-based capital measure for market risk is
3%. For all other bank holding companies, the leverage rate is 4%. The
Company's leverage ratio at September 30, 1998 was 9.72%.

The Federal Deposit Insurance Corporation Improvement Act of 1991,
among other things, identifies five capital categories for insured
depository institutions (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized). Under the regulations, a "well capitalized"
institution must have a Tier 1 capital ratio of at least 6%, a total
capital ratio of at least 10%, a leverage ratio of at least 5%, and not
be subject to a capital directive order. Under these guidelines, the
Company's banking subsidiary is well capitalized.

Based on the capital ratios described above, management believes
that the Company has adequate capital to maintain satisfactory ratios
for the foreseeable future. The Board of Directors believes that the
Shares have recently been undervalued in the limited trading market which
exists and, given the level of capital currently maintained by the
Company and its subsidiary bank (described above), that the purchase of
Shares is an attractive use of the Company's financial resources and in
the best interest of its shareholders.

Shareholders who do not accept the Offer will increase their
proportionate interest in the Company's equity, and thus in the Company's
future earnings and assets, subject to the Company's right to issue
additional Shares and other equity securities in the future.

-8-

TREASURY STOCK AND POSSIBLE REISSUANCE

Shares the Company acquires pursuant to the Offer will be retained as
treasury stock by the Company (unless and until the Company determines to
retire such Shares) and will be available for the Company to issue
without further shareholder action (except as required by applicable law
or, if retired, the rules of any securities exchange or over-the-counter
market on which Shares are listed) for purposes including, but not
limited to, the acquisition of other businesses, the raising of
additional capital for use in the Company's business and the satisfaction
of obligations under existing or future stock option and employee
benefit plans. The Company has no current plans for issuance of the
Shares repurchased pursuant to the Offer.
<PAGE>
OTHER TENDERS OR PURCHASES

The Company may in the future purchase additional Shares on the open
market, in private transactions, through tender offers or otherwise. Any
such purchases may be on the same terms as, or on terms that are more or
less favorable to shareholders than, the terms of the Offer. However,
Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), generally prohibits the Company and its
affiliates from purchasing any Shares, other than pursuant to the Offer,
until at least ten business days after the expiration or termination of
the Offer. Any possible future purchases by the Company will depend on
several factors including, without limitation, the market price of the
Shares, the results of the Offer, the Company's business and financial
position, and general economic and market conditions.

3. PROCEDURES FOR TENDERING SHARES.

PROPER TENDER OF SHARES

For Shares to be validly tendered pursuant to the Offer, shareholders
must comply with the instructions set forth in the Transmittal Form and
deliver the properly completed Transmittal Form, the certificates for
such Shares, and any other documents required by the Transmittal Form to
the Company prior to the Expiration Date.

THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR
SHARES, THE TRANSMITTAL FORM AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE
ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL,
THEN REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
TIMELY DELIVERY.

SIGNATURE GUARANTEES

No signature guarantee is required (a) if the Transmittal Form is
signed by the registered holder(s) of the Shares tendered therewith or
(b) unless the registered holder has completed the "Special Delivery
Instructions" or the "Special Payment Instructions" in Part V of the
Transmittal Form, or (c) if Shares are tendered for the account of a
member firm of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc. or a commercial bank or
trust company (not a savings bank or a savings and loan association)

-9-

having an office, branch or agency in the United States (each such entity
being hereinafter referred to as an "Eligible Institution"). In all
other cases, all signatures on the Transmittal Form must be guaranteed by
an Eligible Institution. See Instruction 6 of the Transmittal Form. For
example, if a certificate for Shares is registered in the name of a
person other than the person executing a Transmittal Form, or if payment
is to be made to a person other than the registered holder, then the
certificate must be endorsed or accompanied by an appropriate stock
power, in either case signed exactly as the name of the registered holder
appears on the certificate or stock power guaranteed by an Eligible
Institution.
<PAGE>
FEDERAL INCOME TAX BACKUP WITHHOLDING

Under the federal income tax backup withholding rules, unless an
exemption applies under applicable law and regulations, 31% of the gross
proceeds payable to a shareholder or other payee pursuant to the Offer
must be withheld by the Company and remitted to the Internal Revenue
Service unless the shareholder or other payee provides its taxpayer
identification number (employer identification number or social security
number) to the Company and certifies that such number is correct.
Therefore, each tendering shareholder must complete and sign the
Substitute Form W-9 included as part of the Transmittal Form so as to
provide the information and certification necessary to avoid backup
withholding, unless such shareholder otherwise establishes to the
satisfaction of the Company that it is not subject to backup withholding.
Certain shareholders (including, among others, all corporations and
certain foreign shareholders) are not subject to these backup withholding
requirements. See Instruction 10 of the Transmittal Form. Shareholders
are urged to consult their own tax advisors regarding the application of
federal income tax withholding requirements.

For a discussion of certain federal income tax consequences to
tendering shareholders, see section 13.

DETERMINATION OF VALID TENDER

All questions as to the number of Shares to be accepted and the
validity, form, eligibility (including time of receipt) and acceptance of
any tender of Shares (including proper completion of the Transmittal
Form) will be determined by the Company, in its sole discretion, and its
determination shall be final and binding on all parties. The Company
reserves the absolute right to reject any or all tenders of any Shares
that it determines are not in appropriate form or the acceptance for
payment of or payments for which may be unlawful. The Company also
reserves the absolute right to waive any of the conditions of the Offer
or any defect or irregularity in any tender with respect to any
particular Shares or any particular shareholder. No tender of Shares
will be deemed to have been properly made until all defects or
irregularities have been cured by the tendering shareholder or waived by
the Company. The Company shall not be obligated to give notice of any
defects or irregularities in tenders nor shall it or any of its directors
or officers incur any liability for failure to give any such notice.

-10-

TENDERING SHAREHOLDER'S REPRESENTATION AND WARRANTY; COMPANY'S ACCEPTANCE
CONSTITUTES AN AGREEMENT

A tender of Shares (and the execution of the Transmittal Form)
pursuant to any of the procedures described above will constitute the
tendering shareholder's acceptance of the terms and conditions of the
Offer, as well as the tendering shareholder's representation and warranty
to the Company that (a) such shareholder has a net long position in the
Shares being tendered within the meaning of Exchange Act Rule 14e-4 and
(b) the tender of such Shares complies with Rule 14e-4. It is a
violation of Rule 14e-4 for a person, directly or indirectly, to tender
<PAGE>
Shares for such person's own account unless, at the time of tender and
at the end of the proration period or period during which Shares are
accepted by lot (including any extensions thereof), the person so
tendering (a) has a net long position equal to or greater than the
amount of the Shares tendered and (b) will deliver or cause to be
delivered such Shares in accordance with the terms of the Offer. Rule
14e-4 provides a similar restriction applicable to the tender or
guarantee of a tender on behalf of another person. The Company's
acceptance for payment of Shares tendered pursuant to the Offer will
constitute a binding agreement between the tendering shareholder and the
Company upon the terms and conditions of the Offer.

By executing the Transmittal Form, the tendering shareholder also
warrants and represents to the Company that the shareholder has full
power and authority to execute the Transmittal Form and tender the
Shares, the Company will acquire good and marketable title free and
clear of all liens, security interests, charges, encumbrances or other
obligations, and that the Shares are not subject to any adverse claims.

4. WITHDRAWAL RIGHTS.

Except as otherwise provided in this section 4, tenders of Shares
pursuant to the Offer are irrevocable. Shares tendered pursuant to the
Offer may be withdrawn at any time prior to the Expiration Date and,
unless theretofore accepted for payment by the Company pursuant to the
Offer, may also be withdrawn at any time after 5:00 p.m. Central Standard
Time, on Tuesday, February 9, 1999.

For a withdrawal to be effective, a notice of withdrawal must be in
written, telegraphic or facsimile transmission form and must be received
in a timely manner by the Company at its address set forth on the first
page of this Offer to Purchase. Any such notice of withdrawal must
specify the name of the tendering shareholder, the name of the registered
holder (if different from that of the person who tendered such Shares),
the number of Shares tendered, and the number of Shares to be withdrawn.
If the certificates for Shares to be withdrawn have been delivered or
otherwise identified to the Company, then, prior to the release of such
certificates, the tendering shareholder must also submit the serial
numbers shown on the particular certificates for Shares to be withdrawn
and the signature on the notice of withdrawal must be guaranteed by an
Eligible Institution (except in the case of Shares tendered by an
Eligible Institution). All questions as to the form and validity
(including time of receipt) of notices of withdrawal will be determined
by the Company, in its sole discretion, which determination shall be
final and binding. The Company shall not be obligated to give notice of
any defects or

-11-

irregularities in any notice of withdrawal nor shall the Company or any
of its directors or officers incur liability for failure to give any such
notice.

Withdrawals may not be rescinded and any Shares withdrawn will
thereafter be deemed not tendered for purposes of the Offer unless such
withdrawn Shares are validly retendered prior to the Expiration Date by
again following one of the procedures described in section 3.
<PAGE>
If the Company extends the Offer, is delayed in its purchase of
Shares, or is unable to purchase Shares pursuant to the Offer for any
reason, then, without prejudice to the Company's rights under the Offer,
the Company may, subject to applicable law, retain tendered Shares on
behalf of the Company, and such Shares may not be withdrawn except to the
extent tendering shareholders are entitled to withdrawal rights as
described in this section 4.

5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.

As promptly as practicable following the Expiration Date, the Company
will accept for payment and pay for (and thereby purchase) Shares validly
tendered and not withdrawn prior to the Expiration Date. In accordance
with applicable regulations of the Commission, the Company may purchase
pursuant to the Offer an additional amount of Shares not to exceed 2% of
the outstanding Shares without amending or extending the Offer. If (a)
the Company increases or decreases the price to be paid for the Shares
(and, if an increase, the number of Shares being sought in the Offer is
more than 2% of the outstanding Shares), and (b) the Offer is scheduled
to expire at any time earlier than the tenth business day from, and
including, the date that notice of such increase or decrease is first
published, sent or given in the manner specified in section 14, the Offer
will be extended until the expiration of such period of ten business
days.

The Company will purchase and pay the Purchase Price for all of the
Shares accepted for payment pursuant to the Offer as soon as practicable
after the Expiration Date. In all cases, payment for Shares tendered and
accepted for payment pursuant to the Offer will be made promptly (subject
to possible delay in the event of proration), but only after timely
receipt by the Company of certificates for Shares and all properly
completed documents required by this Offer.

In the event of proration, the Company will determine the proration
factor and pay for those tendered Shares accepted for payment as soon as
practicable after the Expiration Date. The Company does not expect to be
able to announce the final results of any proration and commence payment
for Shares purchased until approximately three business days after the
Expiration Date. Certificates for all Shares tendered and not purchased
due to proration or because the Transmittal Form was not properly
completed will be returned to the tendering shareholder as promptly as
practicable after the Expiration Date without expense to the tendering
shareholders. Under no circumstances will interest on the Purchase Price
be paid by the Company by reason of any delay in making payment. In
addition, if certain events occur, the Company may not be obligated to
purchase Shares pursuant to the Offer. See section 6.

The Company will pay or cause to be paid all stock transfer taxes, if
any, payable on the transfer to it of Shares purchased pursuant to the
Offer. If, however, payment of the Purchase Price is to be made to, or
(in the circumstances permitted by the Offer) if unpurchased Shares are

-12-

to be registered in the name of, any person other than the registered
holder(s), or if tendered certificates are registered in the name of any
person other than the person(s) signing the Transmittal Form, the amount
<PAGE>
of all stock transfer taxes, if any (whether imposed on the registered
holder(s) or such other person or otherwise) payable on account of the
transfer to such person will be deducted from the Purchase Price unless
satisfactory evidence of the payment of the stock transfer taxes, or
exemption therefrom, is submitted.

6. CERTAIN CONDITIONS OF THE OFFER.

Notwithstanding any other provision of the Offer, the Company shall
not be required to accept for payment, purchase or pay for any Shares
tendered, and may terminate or amend the Offer or may postpone the
acceptance for payment or the purchase of, and the payment for, Shares
tendered, subject to Exchange Act Rule 13e-4(f), if at any time on or
after December 14, 1998, and prior to the time of payment for any such
Shares (whether any Shares have theretofore been accepted for payment,
purchased or paid for pursuant to the Offer), any event shall have
occurred (or shall have been determined by the Company to have occurred)
that, in the Company's judgment (regardless of the circumstances giving
rise thereto, including any action or omission to act by the Company),
makes it inadvisable to proceed with the Offer or with such acceptance
for payment. Such events (including, for this purpose, the threat or
institution of any action by any governmental or regulatory agency or
private party in any administrative, judicial, or other proceeding)
include, but are not limited to the occurrence of any event or action
which (a) challenges the Offer or any matter connected with the Offer and
which renders the consummation of the Offer illegal or would, in the
Company's sole judgment, materially impair the contemplated benefits of
the Offer to the Company, (b) could or does materially and adversely
affect the business, condition (financial or other), income, operations,
or prospects of the Company, taken as a whole, or otherwise materially
impair in any way the contemplated future conduct of the business of the
Company, (c) would result in the termination of the Company's reporting
obligations under the Exchange Act, (d) could or does materially and
adversely affect the United States securities markets (including, but not
limited to a significant decrease in the market prices of the Shares or
in equity securities generally), its banking industry or markets, or its
general economy and economic conditions, (e) involves the proposal,
publication, or commencement of a tender or exchange offer with respect
to some or all of the Shares (other than the Offer), a merger or
acquisition proposal for the Company, or the filing of a Notification
and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 reflecting an intent to acquire the Company or any of its Shares,
or (f) any person or "group" (within the meaning of Section 13(d)(3) of
the Exchange Act) shall have acquired or proposed to acquire beneficial
ownership of more than 5% of the outstanding Shares, or any new group
shall have been formed that beneficially owns more than 5% of the
outstanding Shares.

The foregoing conditions are for the sole benefit of the Company and
may be asserted by the Company regardless of the circumstances (including
any action or inaction by the Company) giving rise to any such condition
and may be waived by the Company, in whole or in part, at any time and
from time to time in its sole discretion. The Company's failure at any
time to exercise any of the foregoing rights shall not be deemed a waiver
of any such right and each such right shall be deemed an ongoing right
<PAGE>
which may be asserted at any time and from time to time. Any

-13-

determination by the Company concerning the events described above will
be final and binding on all parties.

7. PRICE RANGE OF SHARES; DIVIDENDS.

Prices for the Shares are quoted on NASD OTC Electronic Bulletin
Board. Prices are also published periodically in THE MILWAUKEE JOURNAL
SENTINEL. The following table sets forth, for the periods indicated, the
high and low bid quotations on the OTC Bulletin Board and the dividends
per Share for the periods indicated. The quotations reflect bid prices,
without retail mark-up, mark-down or commissions, and may not necessarily
represent actual transactions. There is no active established trading
market.
<TABLE>
<CAPTION>
1998 1997 1996

QUOTATIONS QUOTATIONS QUOTATIONS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DIVI- DIVI- DIVI-
QUARTER HIGH LOW DENDS(1) QUARTER HIGH LOW DENDS(2) QUARTER HIGH LOW DENDS(3)
1st $27.50 $27.25 $.15 1st $25.50 $24.00 $.15 1st $21.50 $21.00 $.13
2nd 28.00 27.50 .15 2nd 25.50 25.00 .15 2nd 22.63 21.50 .13
3rd 30.00 27.50 .17 3rd 27.00 25.50 .15 3rd 23.00 22.63 .13
4th* 27.50* 23.00* .34 4th 27.25 27.00 .30 4th 24.00 23.00 .28
<FN>
* Through December 3, 1998.

(1) The $.34 per share dividend declared in the fourth quarter of 1998
includes a special dividend of $.17 per share.
(2) The $.30 per share dividend declared in the fourth quarter of 1997
includes a special dividend of $.15 per share.
(3) The $.28 per share dividend declared in the fourth quarter of 1996
includes a special dividend of $.15 per share.
</TABLE>

8. SOURCE AND AMOUNT OF FUNDS.

Assuming that the Company purchases 93,045 Shares pursuant to the
Offer at a purchase price of $27.50 per Share, the Company expects the
maximum amount required to purchase shares pursuant to the Offer and to
pay related taxes, fees, and expenses will be approximately $2,580,000,
which the Company expects to obtain from its general corporate funds.

9. CERTAIN FINANCIAL AND OTHER INFORMATION CONCERNING THE COMPANY.

GENERAL

The Company is a registered bank holding company under the Bank
Holding Company Act of 1956, as amended. The Company has one principal
subsidiary, Mid-Wisconsin Bank, with 12 banking offices. The Company's
executive offices are located at 132 West State Street, Medford,
Wisconsin 54451 and its telephone number is (715) 748-8300. Additional
<PAGE>
information about the Company is contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997, and in its
other filings made with the Commission under the Exchange Act.

-14-

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

Set forth below is certain summary historical consolidated financial
information of the Company. The historical financial information has
been derived from the consolidated financial statements included in the
Company's Annual Report on Form 10-K for the years ended December 31,
1997 and 1996 and from the unaudited consolidated financial statements
included in the Company's Quarterly Reports on Form 10-Q for the periods
ended September 30, 1998 and September 30, 1997, respectively, which
have been prepared on a basis substantially consistent with the audited
financial statements, and reflect, in the opinion of management, all
adjustments necessary to a fair presentation of the financial position
and results of operations for such periods. The results for the nine
months ended September 30, 1998 are not necessarily indicative of the
results for the full year. The information presented below should be
read in conjunction with the Company's consolidated financial statements
and notes thereto incorporated herein by reference.

More comprehensive financial information is included in such financial
statements, and the financial information which follows is qualified in
its entirety by reference to such financial statements, related notes and
the audit report contained therein, copies of which may be obtained as
set forth below under the subcaption "Additional Information."

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Nine Months Ended Fiscal Year Ended
SEPT. 30, 1998 SEPT. 30, 1997 DEC. 31, 1997 DEC. 31, 1996

INCOME STATEMENT
<S> <C> <C> <C> <C>
Income before
extraordinary items $2,361,485 $2,688,423 $3,507,454 $3,276,441
Net Income 2,361,485 2,688,423 3,507,454 3,276,441

BALANCE SHEET

Total assets $272,786,000 $259,223,870 $263,675,561 $251,501,284
Total indebtedness
(borrowings) 28,992,687 24,329,355 21,478,523 20,071,264
Stockholders' equity 29,334,761 27,508,124 27,867,157 25,724,631

PER SHARE

Basic and diluted
earnings per share $1.27 $1.44 $1.88 $1.76
Ratio of earnings
to fixed charges 1.46 1.57 1.55 1.55
Book value per share $15.79 $14.79 $14.95 $13.79
</TABLE>
-15-
<PAGE>
SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION

The following summary unaudited consolidated pro forma financial
information gives effect to the purchase of Shares pursuant to the Offer
and the payment of related taxes, fees and expenses based on the
assumptions described in the Notes to Summary Unaudited Consolidated Pro
Forma Financial Information below, as if such transactions had occurred
on the first day of each of the periods presented, with respect to
operating statement data, and on September 30, 1998 and December 31,
1997, with respect to balance sheet data. The summary of unaudited
consolidated pro forma financial information should be read in
conjunction with the summary of historical consolidated financial
information incorporated herein by reference and does not purport to be
indicative of the results that would actually have been obtained, or
results that may be obtained in the future, or the financial condition
that would have resulted, if the purchase of the Shares pursuant to the
Offer, and the payment of related taxes, fees and expenses, had been
completed at the dates indicated.

SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
Pro Forma Pro Forma
SEPTEMBER 30, 1998 DECEMBER 31, 1997

INCOME STATEMENT
<S> <C> <C>
Income before extraordinary items $2,361,485 $3,507,454
Net Income 2,361,485 3,507,454

BALANCE SHEET

Total assets $270,270,994 $261,116,824
Total indebtedness (borrowings) 28,992,687 21,478,523
Stockholders' equity 26,819,755 25,308,420

PER SHARE

Basic and diluted earnings per share $1.33 $1.88
Ratio of earnings to fixed charges $1.46 $1.55
Book value per share $15.19 $14.29

Notes to Summary Unaudited Consolidated Pro Forma Financial Information

(1) The pro forma information assumes a repurchase of 93,045 shares at $27.50
per share at December 31, 1997.
(2) Treasury stock is accounted for under the cost method.
(3) Dividends paid in 1998 were adjusted for treasury stock.
</TABLE>
-16-

ADDITIONAL INFORMATION

The Company is subject to the informational filing requirements of
the Exchange Act and, in accordance therewith, is obligated to file
<PAGE>
reports and other information with the Commission relating to its
business, financial condition and other matters. Information, as of
particular dates, concerning the Company's directors and officers, their
remuneration, options granted to them, the principal holders of the
Company's securities and any material interest of such persons in
transactions with the Company is required to be disclosed in proxy
statements distributed to the Company's shareholders and filed with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 2120, Washington, D.C. 20549;
at its regional offices located at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and 7 World Trade Center, New York, New
York 10048. Copies of such material may also be obtained by mail, upon
payment of the Commission's customary charges, from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a Web site on the
World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants,
including the Company, that file electronically with the Commission.

10. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING SHARES.

As of December 14, 1998, the Company had issued and outstanding
1,860,893 Shares. No Shares are issuable on the exercise of stock
options exercisable within 60 days. The 93,045 Shares that the Company
is offering to purchase represent 5.0% of the Shares then outstanding.
As of December 14, 1998, the Company's directors and executive officers
as a group (13 persons) beneficially owned an aggregate of 179,019 Shares
representing approximately 9.62% of the outstanding Shares.

The Company has been advised that none of its directors or executive
officers intends to tender any Shares pursuant to the Offer. If the
Company purchases 93,045 Shares pursuant to the Offer, the Company's
executive officers and directors as a group would own beneficially
approximately 10.13% of the outstanding Shares immediately after the
Offer.

Except as described herein, neither the Company nor, to the best of
the Company's knowledge, any of the Company's directors or executive
officers, nor any affiliates of any of the foregoing, had any
transactions in the Shares during the 40 business days prior to the date
hereof. James Melvin, a director, purchased 750 Shares at a price of
$26.50 per Share on October 15, 1998, and Fred J. Schroeder, a director,
purchased 300 Shares at a price of $24.50 per Share on October 26, 1998.
On November 24, 1998, options granted in 1994 pursuant to the Company's
1991 Employee Stock Option Plan were executed with respect to an
aggregate of 1,443 Shares at the exercise price of $14.00 per Share by
the following persons: Gene C. Knoll, 604 Shares; William Weiland, 457
Shares; Lucille Brandner, 382 Shares.

-17-

Except for outstanding options to purchase Shares granted from time
to time to certain employees (including executive officers) of the
Company on certain fixed dates pursuant to the Company's stock option
<PAGE>
plan and except as otherwise described herein, neither the Company nor,
to the best of the Company's knowledge, any of its affiliates, directors
or executive officers is a party to any contract, arrangement,
understanding or relationship with any other person relating, directly
or indirectly, to the Offer with respect to any securities of the Company
including, but not limited to, any contract, arrangement, understanding
or relationship concerning the transfer or the voting of any such
securities, joint ventures, loan or option arrangements, puts or calls,
guaranties of loans, guaranties against loss or the giving or withholding
of proxies, consents or authorizations.

11. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT.

The Company's purchase of Shares pursuant to the Offer will reduce
the number of Shares that might otherwise be traded publicly and may
reduce the number of shareholders. The Company believes that its
purchase of Shares pursuant to the Offer will not result in the Shares
becoming eligible for deregistration under the Exchange Act.

The Shares are not currently "margin securities" under the rules of
the Federal Reserve Board.

12. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.

The Company is required to provide prior notice to the Federal
Reserve Board if the gross consideration to be paid for its stock, when
added to the amount paid for other purchases of Shares, during the
preceding twelve-month period is equal to 10% or more of the Company's
consolidated net worth. The Company does not believe that such prior
notice requirement is applicable and no other regulatory approval is
required to purchase the Shares pursuant to the Offer.

13. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.

The following summary describes certain federal income tax
consequences relevant to the Offer. The discussion contained in this
summary is based upon the Internal Revenue Code of 1986, as amended to
the date hereof (the "Code"), existing and proposed United States
Treasury regulations promulgated thereunder, administrative
pronouncements and judicial decisions, changes to which could materially
affect the tax consequences described herein and could be made on a
retroactive basis.

The summary discusses only Shares held as capital assets, within the
meaning of Section 1221 of the Code. The summary does not address all of
the tax consequences that may be relevant to particular shareholders in
light of their personal circumstances. The summary may not be applicable
to certain types of shareholders. In particular, the summary applies
only to shareholders who are citizens or residents of the United States,
and certain (but not all) trusts, estates, and partnerships (for purposes
of the summary, "Covered Shareholders"). The summary

-18-

is not definitive and does not apply with respect to participation in the
Offer by other types of shareholders including certain trusts, estates,
<PAGE>
corporations and other entities, and foreign shareholders, and may not
be applicable to particular shareholders. The summary also does not
address the state, local or foreign tax consequences of participating in
the Offer.

SHAREHOLDERS ARE STRONGLY URGED TO CONSULT THEIR TAX ADVISORS AS TO THE
PARTICULAR CONSEQUENCES TO THEM OF PARTICIPATION IN THE OFFER, ESPECIALLY
IF THE SUMMARY DOES NOT APPLY TO THEM, OR IF THEY ARE NOT CERTAIN WHETHER
THE SUMMARY APPLIES TO THEM.

CONSEQUENCES TO TENDERING COVERED SHAREHOLDERS OF EXCHANGE OF SHARES FOR
CASH PURSUANT TO THE OFFER

An exchange of Shares for cash pursuant to the Offer by a Covered
Shareholder will be a taxable transaction for federal income tax
purposes. The IRS has indicated in published rulings that any reduction
in the percentage interest of a shareholder whose relative stock
interest in a publicly held corporation is minimal (an interest of less
than 1% should satisfy this requirement) and who exercises no control
over corporate affairs will constitute a "meaningful reduction" in the
shareholder's proportionate interest in the Company, such that the
shareholder will be treated as recognizing gain or loss from the
disposition of the Shares. Covered Shareholders who own (directly or
indirectly by reason of the attribution rules under Section 318 of the
Code) an interest of 1% or greater or who exercise control over the
Company should consult their tax advisors as to the particular
consequences to them of participation in the Offer, as the general rule
stated earlier may not apply.

If a Covered Shareholder is treated as recognizing gain or loss from
the disposition of Shares for cash pursuant to the Offer, such gain or
loss will be equal to the difference between the amount of cash received
and such Covered Shareholder's tax basis in the Shares exchanged
therefor. Any such gain or loss will be capital gain or loss and will
be long-term capital gain or loss if the holding period of the Shares
exceeds one year as of the date of the exchange. Any long-term capital
gain recognized by Covered Shareholders that are individuals, estates or
trusts will be taxable at a maximum rate of 20% if the holding period of
the Shares exceeds 12 months. However, any short-term capital gain
recognized by Covered Shareholders that are individuals, estates or
trusts and any long-term or short-term capital gain recognized by Covered
Shareholders that are corporations will be taxable at regular income tax
rates.

CONSEQUENCES TO SHAREHOLDERS WHO DO NOT TENDER PURSUANT TO THE OFFER

Shareholders who do not accept the Company's Offer to tender their
Shares will not incur any tax liability as a result of the consummation
of the Offer.

THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY. EACH SHAREHOLDER IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR
TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO IT OF THE OFFER,
INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX
LAWS.

-19-
<PAGE>
14. EXTENSION OF OFFER; TERMINATION; AMENDMENT.

The Company expressly reserves the right, in its sole discretion, at
any time and from time to time and regardless of whether or not any of the
events set forth in Section 6 shall have occurred or shall be deemed by
the Company to have occurred, to extend the period of time during which
the Offer is open and thereby delay acceptance for payment of, and
payment for, any Shares by giving oral or written notice of such
extension to the Company and making a public announcement thereof. The
Company also expressly reserves the right, in its sole discretion, to
terminate the Offer and not accept for payment or pay for any Shares not
theretofore accepted for payment or paid for or, subject to applicable
law, to postpone payment for Shares upon the occurrence of any of the
conditions specified in section 6 hereof by giving oral or written
notice of such termination or postponement to the Company and making a
public announcement thereof. The Company's reservation of the right to
delay payment for Shares which it has accepted for payment is limited by
Exchange Act 13e-4(f)(5) promulgated under the Exchange Act, which
requires that the Company must pay the consideration offered or return
the Shares tendered promptly after termination or withdrawal of a tender
offer. Subject to compliance with applicable law, the Company further
reserves the right, in its sole discretion, and regardless of whether any
of the events set forth in section 6 shall have occurred or shall be
deemed by the Company to have occurred, to amend the Offer in any respect
(including, without limitation, by decreasing or increasing the
consideration offered in the Offer to holders of Shares or by decreasing
or increasing the number of Shares being sought in the Offer).
Amendments to the Offer may be made at any time and from time to time
effected by public announcement thereof, such announcement, in the case
of an extension, to be issued no later than 9:00 a.m., Central Standard
Time, on the next business day after the last previously scheduled or
announced Expiration Date. Any public announcement made pursuant to the
Offer will be disseminated promptly to shareholders in a manner
reasonably designed to inform shareholders of such change.

If the Company materially changes the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of
the Offer, the Company will extend the Offer to the extent required by
Exchange Act Rules 13e-4(d)(2) and 13e-4(e)(2). These rules require that
the minimum period during which an offer must remain open following
material changes in the terms of the Offer or information concerning the
Offer (other than a change in price or a change in percentage of
securities sought) will depend on the facts and circumstances, including
the relative materiality of such terms or information. If (a) the
Company increases or decreases the price to be paid for Shares or the
number of Shares being sought in the Offer and, in the event of an
increase in the number of Shares being sought, such increase exceeds 2%
of the outstanding Shares, and (b) the Offer is scheduled to expire at
any time earlier than the tenth business day from, and including, the
date that notice of an increase or decrease is first published, sent or
given in the manner specified in this Section 14, the Offer will then be
extended until the expiration of such ten business days.

-20-
<PAGE>
15. FEES AND EXPENSES.

The Company will not pay fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer. The
Company will, however, upon request, reimburse brokers, dealers and
commercial banks for customary mailing and handling expenses incurred by
such persons in forwarding the Offer and related materials to the
beneficial owners of Shares held by any such person as a nominee or in a
fiduciary capacity. No broker, dealer, commercial bank or trust company
has been authorized to act as the agent of the Company for purposes of
the Offer.

The Company will pay or cause to be paid all stock transfer taxes, if
any, on its purchase of Shares unless payment of the Purchase Price is to
be made to, or Shares not tendered or not purchased are to be registered
in the name of, any person other than the registered holder; or if
tendered Shares are registered in the name of any person other than the
person who executes the Transmittal Form.

16. MISCELLANEOUS.

The Company is not aware of any jurisdiction where the making of the
Offer is not in compliance with applicable law. If the Company becomes
aware of any jurisdiction where the making of the Offer is not in
compliance with any valid applicable law, the Company will make a good
faith effort to comply with such law. If, after such good faith effort,
the Company cannot comply with such law, the Offer will not be made to
(nor will tenders be accepted from or on behalf of) the holders of Shares
residing in such jurisdiction. In any jurisdiction the securities or
blue sky laws of which require the Offer to be made by a licensed broker
or dealer, the Offer shall be deemed to be made on the Company's behalf
by one or more registered brokers or dealers license under the laws of
such jurisdiction.

Pursuant to Exchange Act Rule 13e-4, the Company has filed with the
Commission an Issuer Tender Offer Statement on Schedule 13E-4 which
contains additional information with respect to the Offer. Such Schedule
13E-4, including the exhibits and any amendments thereto, may be
examined, and copies may be obtained, at the same places and in the same
manner as is set forth in Section 9 with respect to information
concerning the Company.

MID-WISCONSIN FINANCIAL SERVICES, INC.

December 14, 1998

Facsimile copies of the Transmittal Form will be accepted from
Eligible Institutions. The Transmittal Form and certificates for Shares
and any other required documents should be sent or delivered by each
shareholder or his or her broker, dealer, commercial bank, trust company
or other nominee to the Company.

-21-

Exhibit (a)(2)
TRANSMITTAL FORM

TO ACCOMPANY CERTIFICATE(S) REPRESENTING
SHARES OF COMMON STOCK
OF
MID-WISCONSIN FINANCIAL SERVICES, INC.

PURSUANT TO THE OFFER TO PURCHASE
DATED DECEMBER 14, 1998

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
CENTRAL STANDARD TIME, ON FRIDAY, JANUARY 15, 1999, UNLESS THE OFFER IS
EXTENDED.

PLEASE READ THE ATTACHED INSTRUCTIONS CAREFULLY
BEFORE COMPLETING THIS TRANSMITTAL FORM

Name and Address of Registered Owner of Shares and
Number of Shares Owned of Record by such Registered Owner:

[SHAREHOLDER LABEL]

This Transmittal Form applies only to shares of the Company held in
the name of the owner designated on the above label. The total number of
Shares owned by such registered owner is printed on the label. If you
own Shares other than those included in the above total, in another name
or in another capacity, such as trustee, etc., you must submit a separate
Transmittal Form for Shares held in each other capacity.

Mail or hand deliver the certificates listed below in Part I and
this Transmittal Form to:

Mid-Wisconsin Financial Services, Inc.
132 West State Street
Medford, WI 54451

BEFORE MAILING TO THE COMPANY, PLEASE BE CERTAIN YOU HAVE COMPLETED
ALL APPLICABLE SECTIONS OF THIS TRANSMITTAL FORM

PART I. <square> All certificates have been listed and the number of
shares tendered has been entered. See Instructions 2 and 4.
PART II <square> The order of Shares to be sold has been indicated. See
Instructions 3 and 4.
<PAGE>
PART III <square> Transmittal Form has been signed and the Signature
Guarantee (if required) has been provided. See
Instructions 5 and 6.
PART IV <square> If you own less than 100 Shares, you have completed (if
desired) the Odd Lot Tender. See Instruction 9.
PART V <square> If desired, Special Payment and/or Special Delivery
Instructions have been provided. See Instruction 6.
PART VI <square> Form W-9 has been completed and signed. See
Instruction 10.

-1-

PART I
(SEE INSTRUCTIONS 2 AND 4)

CERTIFICATES TENDERED

Number of Shares Number of Shares
CERTIFICATE NUMBER(S) ON CERTIFICATE TENDERED(1)

TOTAL SHARES:
(If additional space is required, attach an additional list)
[FN]
(1) Unless otherwise indicated, it will be assumed that all Shares
represented by each Share certificate delivered to the Company are being
tendered hereby. See Instruction 2.

PART II
(SEE INSTRUCTIONS 3 AND 4)

Indicate in this box the order (by certificate number) in which Shares
are to be purchased in the event of proration. (Attach additional
signed list if necessary.) If you do not designate an order, then in
the event less than all Shares tendered are purchased due to proration,
Shares will be selected for purchase by the Company.

1st: 2nd: 3rd: 4th:

5th: 6th: 7th: 8th:

9th: 10th: 11th: 12th:

-2-
<PAGE>
PART III

(SEE INSTRUCTIONS 5, 6 AND 7)

PLEASE READ THE OFFER TO PURCHASE AND THE ACCOMPANYING INSTRUCTIONS
CAREFULLY. BY SIGNING THIS FORM, THE SHAREHOLDER IS MAKING THE
WARRANTIES AND REPRESENTATIONS SET FORTH BELOW AND IN SECTION 4 OF THE
OFFER TO PURCHASE.

The undersigned hereby tenders to the Company the Shares
represented by the certificates listed in Part I upon the terms and
subject to the conditions set forth in the Offer to Purchase dated
December 14, 1998. The undersigned acknowledges receipt of the Offer to
Purchase. The undersigned also represents and warrants to the Company
that the undersigned has full power and authority to tender the Shares
tendered hereby and that, when and to the extent such Shares are accepted
for payment by the Company, the Company will acquire good and marketable
title thereto, free and clear of all liens, restrictions or claims. The
undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete
the sale of the Shares tendered with this Transmittal Form. The
undersigned represents and warrants to the Company that the undersigned
has read and agrees to all of the terms of the Offer.

The undersigned understands that acceptance of Shares by the Company
for payment will constitute a binding agreement between the undersigned
and the Company upon the terms and subject to the conditions of the
Offer.

IMPORTANT
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL SHAREHOLDERS WHO WISH TO TENDER SHARES)
(SEE INSTRUCTIONS 5, 6 AND 7)

This Transmittal Form must be signed by the registered holder(s) as
the name(s) appear(s) on the stock certificate(s) or by person(s)
authorized to become registered holder(s) by documents transmitted
herewith. If a signature is by a person acting in a fiduciary or
representative capacity, please set forth such person's full title.

Signature of Owner Signature of Joint Owner

Dated: 199

Name(s):

Please Print
Capacity (if applicable):

(If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)
<PAGE>
Address:

Zip Code
Area Code and Telephone Number:( )

Tax Identification or Social Security No.

SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 6)

Authorized Signature:

Name of Firm:

Please Print

Dated: , 199

-3-

PART IV
(SEE INSTRUCTION 9)

ODD LOTS

This section is to be completed ONLY if Shares are being tendered
by or on behalf of a person who owned beneficially as of the close of
business on December 14, 1998, and who continues to own beneficially as
of the Expiration Date, an aggregate of fewer than 100 Shares.

The undersigned either (check one box):

<square> owned beneficially as of the close of business on December 14,
1998, and continues to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares, all of which are
being tendered, or

<square> is a broker, dealer, commercial bank, trust company or other
nominee that (1) is tendering, for the beneficial owners
thereof, Shares with respect to which it is the record owner,
and (2) believes, based upon representations made to it by each
such beneficial owner, that such beneficial owner owned
beneficially as of the close of business on December 14, 1998,
and continues to own beneficially as of the Expiration Date,
an aggregate of fewer than 100 Shares and is tendering all of
such Shares.

PART V
(SEE INSTRUCTION 6)

SPECIAL PAYMENT INSTRUCTIONS

To be completed ONLY if the check for the aggregate Purchase
Price of Shares purchased and/or certificates for Shares not tendered or
<PAGE>
not purchased are to be issued in the name of someone other than the
undersigned.

Issue <square> check and/or <square> certificate(s) to:

Name:
(Please Print)
Address:
Street or P.O. Box

City State ZIP Code
Tax Identification or Social Security No.

SPECIAL DELIVERY INSTRUCTIONS

To be completed ONLY if the check for the Purchase Price of Shares
purchased and/or certificates for Shares not tendered or not purchased
are to be mailed to someone other than the undersigned or to the
undersigned at an address other than that shown below the undersigned's
signature(s).

Issue <square> check and/or <square> certificate(s) to:

Mail check to:

Name:

Please Print
Address:

Street

City State Zip Code
Tax Identification or Social Security No.

-4-

PART VI
(SEE INSTRUCTION 10)

SUBSTITUTE FORM W-9
(TO BE COMPLETED BY ALL SHAREHOLDERS WHO WISH TO TENDER SHARES)

Internal Revenue Service, Department of the Treasury
Payer's request for Taxpayer Identification Number ("TIN")

PART 1 - Please provide your correct TIN below and certify by signing and
dating below:

Social Security Number or Employer ID Number

PART 2 - Certification - Under penalties of perjury, I certify that:

(1) the number shown on this form is my Taxpayer Identification Number
(or I am waiting for a number to be issued to me) and
<PAGE>
(2) I am not subject to backup withholding because: (a) I am exempt
from backup withholding, or (b) I have not been notified by the
Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of failure to report all income or
dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.

Certification Instructions: You must cross out item (2) above if
you have been notified by the IRS that you are currently subject to
backup withholding for any unreported interest or dividends on your
tax return. However, if after being notified by the IRS that you
were subject to backup withholding you received another notification
from the IRS that you are no longer subject to backup withholding,
do not cross out such item (2).

SIGNATURE: DATE: , 199

PRINT NAME:

PART 3 - Awaiting TIN

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office, or (b) I intend to mail or deliver an application
in the near future. I understand that if I do not provide a taxpayer
identification number by the time of payment, 31% of all reportable
payments made to me thereafter will be withheld, but that such amounts
will be refunded to me if I then provide a Taxpayer Identification Number
within sixty (60) days.

SIGNATURE: DATE: , 199

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM WILL RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS
EXCHANGE.

-5-

INSTRUCTIONS

1. INCORPORATION OF TERMS. All terms used in this Transmittal
Form have the same meaning as defined in the Offer to Purchase. This
Transmittal Form and the Offer to Purchase dated December 14, 1998
constitute the Offer.

2. PARTIAL TENDERS. If fewer than all the Shares represented by
any certificate delivered to the Company are to be tendered, fill in the
number of Shares that are to be tendered in the box entitled "Number of
Shares Tendered." In such case, a new certificate for the remainder of
<PAGE>
the Shares represented by the old certificate will be sent to the
person(s) signing this Transmittal Form, unless otherwise provided in
the "Special Payment Instructions" or "Special Delivery Instructions"
boxes in Part V of this Transmittal Form, as promptly as practicable
following the expiration or termination of the Offer. All Shares
represented by certificates delivered to the Company will be deemed to
have been tendered unless otherwise indicated.

3. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in
Section 1 of the Offer to Purchase, shareholders may designate the order
in which their Shares are to be purchased in the event of proration. The
order of purchase may have an effect on the federal income tax
classification of any gain or loss on the Shares purchased. See Sections
1 and 13 of the Offer to Purchase.

4. INADEQUATE SPACE. If the space provided herein is inadequate,
the certificate numbers and the number of Shares should be listed on a
separate signed schedule and attached to this Transmittal Form.

5. SIGNATURES. You must sign the Transmittal Form exactly the
way your name appears on the face of the certificate(s). If the shares
are owned by two or more persons, each must sign exactly as his or her
name appears on the face of the certificate(s). If any of the Shares
tendered hereby are registered in different names on different
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of such Shares.

If the Transmittal Form is signed by a trustee, executor,
administrator, guardian, officer of a corporation, attorney-in-fact, or
by any others acting in a representative or fiduciary capacity, the
person signing, unless he is the registered owner, must give such
person's full title in such capacity and appropriate evidence of
authority to act in such capacity must be forwarded to the Company with
the Transmittal Form.

6. SIGNATURE GUARANTEE; SPECIAL PAYMENT OR DELIVERY
INSTRUCTIONS. In most cases, a signature guarantee will NOT be
required. No guarantee of signatures is required if (A) you are the
registered holder of the Shares and you have NOT completed the box
entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on this Transmittal Form, or (B) the Shares are
tendered for the account of a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company (not a
savings bank or savings and loan association) having an office, branch or
agency in the United States (each such entity, an "Eligible
Institution").

If the Transmittal Form is signed by anyone who does not appear as
the registered owner of the certificates listed, the certificates must
be endorsed or accompanied by appropriate stock powers which are in
either case signed by the registered owner(s) as the name(s) that appear
on the certificates and that signature must be guaranteed by an Eligible
Institution.

7. ENDORSEMENT OF STOCK CERTIFICATE. You do not need to endorse
the certificate(s) submitted herewith. Checks will be issued in exactly
<PAGE>
the name that appears on the Share certificates unless you have completed
the box entitled "Special Payment Instructions." See Instruction 6.

8. EXECUTION AND DELIVERY. This Transmittal Form must accompany
any Share certificate you are submitting. Certificates for all Shares
and a properly completed and duly executed Transmittal Form (or manually
signed facsimile thereof) and any other documents required by this
Transmittal Form must be received by the Company at its address set forth
on the front page of this Transmittal Form prior to the Expiration Date.
If certificates are forwarded to the Company in multiple deliveries, a
properly completed and duly executed Transmittal Form must accompany
each such delivery.

-6-

YOU MAY CHOOSE ANY METHOD YOU LIKE TO DELIVER THESE DOCUMENTS,
HOWEVER, YOU ASSUME ALL RISKS OF NON-DELIVERY. Delivery shall be
effected, and risk of loss and title to the certificates transmitted
shall pass, only upon proper delivery of the certificates to the
Company. Accordingly, it is recommended that certificates be sent by
registered mail, properly insured, or by overnight courier.

9. ODD LOTS. The Shares purchased first will consist of all
Shares tendered by any shareholder who owned beneficially as of the
close of business on December 14, 1998, and continues to own beneficially
as of the Expiration Date, an aggregate of fewer than 100 Shares.
Partial tenders of Shares will not qualify for this preference and THIS
PREFERENCE WILL NOT BE AVAILABLE UNLESS ONE OF THE BOXES UNDER PART IV,
"ODD LOTS," IN THIS TRANSMITTAL FORM IS COMPLETED.

10. SUBSTITUTE FORM W-9. All shareholders who wish to accept the
Offer are required to provide the Company with a correct Taxpayer
Identification Number (TIN) on Substitute Form W-9 if they wish to avoid
"backup withholding." Failure to provide the information on the form
will subject the holder to 31% Federal income tax withholding.

11. LOST, STOLEN, OR MUTILATED CERTIFICATES. If your Share
certificates have been lost, stolen or mutilated you should contact the
Company by calling the telephone number set forth in Instruction 12 for
further instructions. In the event of a lost, stolen or mutilated
certificate, certain procedures will be required to be completed before
this Transmittal Form can be processed. Because these procedures may
take a substantial amount of time to complete, notice of should be
provided to the Company as soon as possible.

12. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Any questions or requests for assistance may be directed to the Company
by calling (800) 643-9472 or (715) 748-8300. Requests for additional
copies of the Offer to Purchase, this Transmittal Form, or other tender
offer materials may also be directed to the Company. Such copies will
be furnished promptly at the Company's expense. Shareholders may also
contact their local broker, dealer, commercial bank or trust company for
documents relating to, or assistance concerning the Offer.

IMPORTANT: THIS TRANSMITTAL FORM (OR A FACSIMILE THEREOF) TOGETHER WITH
SHARE CERTIFICATES ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
COMPANY PRIOR TO THE EXPIRATION DATE. SHAREHOLDERS ARE ENCOURAGED TO
RETURN A COMPLETED SUBSTITUTE FORM W-9 WITH THEIR TRANSMITTAL FORM.

-7-

EXHIBIT (a)(3)

MID-WISCONSIN FINANCIAL SERVICES, INC.

OFFER TO PURCHASE FOR CASH

up to 93,045 Shares of its common stock
at
a price of $27.50 per share

December 14, 1998

To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:

We are enclosing the material listed below relating to the offer of
Mid-Wisconsin Financial Services, Inc., a Wisconsin corporation (the
"Company"), to purchase up to 93,045 shares of its common stock, par
value $.10 per share (the "Shares"), at a price of $27.50 per Share (the
"Purchase Price"), net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated December 14,
1998 (the "Offer to Purchase"), and in the related Transmittal Form
(which together constitute the "Offer").

Certificates representing Shares tendered and not purchased because
of proration will be returned at the Company's expense. The
Company reserves the right, in its sole discretion, to purchase more
than 93,045 Shares pursuant to the Offer. The Offer is not
conditioned upon any minimum number of shares being tendered, but is
subject to certain other conditions set forth in section 6 of the
Offer to Purchase.

We are asking you to contact your customers for whom you hold Shares
registered in your name (or in the name of your nominee). Please bring
the Offer to their attention as promptly as possible. The Company will,
upon request, reimburse you for reasonable and customary handling and
mailing expenses incurred by you in forwarding any of the enclosed
materials to your customers.

For your information and for forwarding to your customers for whom
you hold Shares registered in your name or in the name of your nominee,
we are enclosing the following documents:

1. The Offer to Purchase;

-1-

2. The Transmittal Form for your use and for the information of
your customers;

3. A letter to shareholders of the Company;
<PAGE>
4. A letter that may be sent to your customers for whose accounts
you hold Shares registered in your name or in the name of your
nominee, with a form for obtaining such customers' instructions
with regard to the Offer; and

5. Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 providing information relating to federal
income tax backup withholding.

WE URGE YOU TO CONTACT YOUR CUSTOMERS AS PROMPTLY AS POSSIBLE.
PLEASE NOTE THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
EXPIRE AT 5:00 P.M., CENTRAL STANDARD TIME, ON FRIDAY, JANUARY 15,
1999, UNLESS THE OFFER IS EXTENDED.

The Company will not pay any fees or commissions to any broker,
dealer or other person for soliciting tenders of Shares pursuant to
the Offer. The Company will pay all stock transfer taxes applicable to
its purchase of Shares pursuant to the Offer, provided the transaction is
with the registered holder. See Item 5 of the Offer to Purchase.
Please note that nothing contained herein or in the enclosed documents
shall constitute you or any other person as the agent of the Company or
authorize you or any other person to use any document or make any
statement on behalf of any of them in connection with the offer other
than the documents enclosed herewith and the statements contained
therein.

In order to take advantage of the Offer, a duly executed and properly
completed Transmittal Form and any other required documents should be
sent to the Company with the certificate(s) representing the tendered
Shares in accordance with the instructions set forth in the Transmittal
Form and the Offer to Purchase.

Additional copies of the enclosed materials and any questions or
requests for assistance may be directed to the Company, telephone number
800-643-9472.

Very truly yours,

GENE C. KNOLL
Gene C. Knoll
President and CEO

-2-

EXHIBIT (a)(4)

MID-WISCONSIN FINANCIAL SERVICES, INC.

OFFER TO PURCHASE FOR CASH

up to 93,045 Shares of its common stock
at
a price of $27.50 per share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
CENTRAL STANDARD TIME, ON FRIDAY, JANUARY 15, 1999, UNLESS THE OFFER IS
EXTENDED.

December 14, 1998

To Our Customers:

Enclosed for your consideration are the Offer to Purchase dated
December 14, 1998 (the "Offer to Purchase"), and the related Transmittal
Form setting forth an offer by Mid-Wisconsin Financial Services, Inc.
(the "Company"), to purchase up to 93,045 shares of its common stock (the
"Shares") at a price of $27.50 per Share, net to the seller in cash. The
Offer to Purchase and the Transmittal Form together constitute the
"Offer."

We are the holder of record of Shares held for your account.
Acceptance of the Offer can be made only by us as the holder of record
and pursuant to your instructions. THE TRANSMITTAL FORM IS FURNISHED TO
YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES
HELD BY US FOR YOUR ACCOUNT. In order for your Shares to be tendered,
you must provide us with instructions by completing and returning the
enclosed Instruction Form.

The Company will pay the purchase price of $27.50 for all Shares
validly tendered, and not withdrawn, upon the terms and subject to the
conditions of the Offer. Certificates representing Shares tendered and
Shares not purchased because of proration will be returned at the
Company's expense. The Company reserves the right, in its sole
discretion, to purchase more than 93,045 Shares pursuant to the Offer.

Tendering shareholders who are registered holders will no be
obligated to pay any brokerage commissions, solicitation fees or stock
transfer taxes if the transaction involves only the registered holder.
However, a tendering shareholder who holds Shares through a broker,
dealer or custodian may be required by such entity to pay a service
charge or other fee.

-1-

Shares tendered by Odd Lot holders will be accepted by the Company
without pro ration. You are an "Odd Lot" holder if you owned
beneficially as of the close of business on December 14, 1998, and
<PAGE>
continue to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares. If you qualify, to tender as an Odd Lot holder,
you must you instruct us to tender all of your Shares prior to the
Expiration Date and check the box captioned "Odd Lots" in the Instruction
Form.

THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR
SHARES. EACH SHAREHOLDER MUST MAKE THE DECISION WHETHER TO TENDER SHARES
AND, IF SO, HOW MANY SHARES TO TENDER. THE COMPANY HAS BEEN ADVISED THAT
NONE OF ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES
PURSUANT TO THE OFFER.

If you wish to have us tender any or all of your Shares held by us
for your account, please so instruct us by completing, executing and
returning to us the attached Instruction Form. An envelope to return
your instructions to us is enclosed. If you authorize tender of your
Shares, all such Shares will be tendered unless otherwise specified on
the Instruction Form. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN
AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF BY THE
EXPIRATION DATE OF THE OFFER.

The Offer is being made to all holders of Shares. The Company is not
aware of any jurisdiction where the making of the Offer is not in
compliance with applicable law. If the Company becomes aware of any
jurisdiction where the making of the Offer is not in compliance with any
valid applicable law, the Company will make a good faith effort to comply
with such law. If, after such good faith effort, the Company cannot
comply with such law, the Offer will not be made to (nor will tenders be
accepted from or on behalf of) the holders of Shares residing in such
jurisdiction. In any jurisdiction the securities or blue sky laws of
which require the Offer to be made by a licensed broker or dealer, the
Offer is being made on the Company's behalf by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.

-2-

INSTRUCTION FORM

WITH RESPECT TO OFFER TO PURCHASE FOR CASH

up to 93,045 shares of Mid-Wisconsin Financial Services, Inc. common
stock
at
a purchase price of $27.50 per share

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
CENTRAL STANDARD TIME, ON FRIDAY, JANUARY 15, 1999, UNLESS THE OFFER IS
EXTENDED.

The undersigned acknowledge(s) receipt of your letter and the
enclosed Offer to Purchase dated December 14, 1998, and the related
<PAGE>
Transmittal Form (which together constitute the "Offer"), in
connection with the Offer by Mid-Wisconsin Financial Services, Inc.
(the "Company") to purchase up to 93,045 shares of its common stock, par
value $.10 per share (the "Shares"), at a price of $27.50 per Share, net
to the undersigned in cash, upon the terms and subject to the terms and
conditions of the Offer.

This will instruct you to tender to the Company the number of Shares
indicated below (or, if no number is indicated below, all Shares) that
are held by you for the account of the undersigned, upon the terms and
subject to the conditions of the Offer.

TENDER OF SHARES

<square> By checking this box, all Shares held by us for your account
will be tendered.

<square> Tender only the following number of Shares:

______ SHARES

CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS
CHECKED (EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW),
THERE IS NO VALID TENDER OF SHARES.

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ODD LOTS
(SEE INSTRUCTION 9 OF TRANSMITTAL FORM)

This section is to be completed ONLY if Shares are being tendered by
or on behalf of a person who owned beneficially as of the close of
business on December 14, 1998, and who continues to own beneficially as of
the Expiration Date, an aggregate of fewer than 100 Shares.

The undersigned either (check one box):

<square> owned beneficially as of the close of business on December 14,
and continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares, all of which are being tendered,
or

<square> is a broker, dealer, commercial bank, trust company or other
nominee that (i) is tendering, for the beneficial owners thereof,
Shares with respect to which it is the record owner, and (ii)
believes, based upon representations made to it by each such
beneficial owner, that such beneficial owner owned beneficially as of
the close of business on December __, 1998, and continues to own
beneficially as of the Expiration Date, an aggregate of fewer than
100 Shares and is tendering all of such Shares.
<PAGE>
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF
THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERTY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.

Signature of Owner Signature of Joint Owner

Dated: 199

Name(s):

Please Print
Capacity (if applicable):
(If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)

Address: Zip Code
Area Code and Telephone Number: ( )

Tax Identification or Social Security No.

-4-

EXHIBIT (a)(5)

NEWS RELEASE

MID-WISCONSIN FINANCIAL SERVICES, INC. WILL TENDER FOR
UP TO 93,045 SHARES OF ITS COMMON STOCK

MEDFORD, Wisconsin (December 14, 1998) - Mid-Wisconsin Financial
Services, Inc. (OTC Electronic Bulletin Board - MWFS) announced today
that it will commence a tender offer to purchase up to 93,045 shares of
its issued and outstanding common stock for $27.50 per share. The tender
offer will begin today, December 14, 1998, and will expire, unless
extended, at 5:00 p.m., CST, on Friday, January 15, 1999.

The terms of the tender offer are contained in the Offer to Purchase
and Transmittal Form being mailed to its shareholders today. The Offer
provides for the acceptance of all tenders by shareholders who own odd
lots (fewer than 100 shares). In the event that more than 93,045 shares
are tendered, shares (other than odd lot tenders) will be accepted for
purchase on a pro rata basis. However, the Company has also reserved the
right, in its sole discretion, to purchase more than 93,045 shares
pursuant to the Offer.

Gene C. Knoll, President and CEO of the Company, said: "The Company
is making this offer after careful consideration of our capital needs and
the market for our stock. The holding company now has more capital than
is needed to satisfy applicable bank regulations. Even after considering
future growth, our capital level is also higher than the Board believes
can be used to best advantage in our normal banking operations. In
addition, partly as a result of the limited trading market for our stock,
the Board believes that the stock recently has been somewhat undervalued
in market quotations. Based on these considerations, the Board believes
that shareholder interests would be better served by using some of our
excess capital to repurchase our own shares."

This news release is neither an offer to purchase nor a solicitation
of an offer to sell the Company's common stock. The offer is made only by
the Offer to Purchase dated December 14, 1998, and the related
Transmittal Form. On December 11, 1998, the high and low bid quotations
for the common stock on the OTC Electronic Bulletin Board were each
$_____ per share.

Shareholders may contact Gene Knoll, Bill Weiland or Mary Sarver at
715-748-8300 or 1-800-643-9472 for more information concerning the tender
offer.

Mid-Wisconsin Financial Services, Inc. is the holding company for
Mid-Wisconsin Bank, a $275 million independent community bank serving
numerous communities throughout central Wisconsin.

EXHIBIT (a)(6)

December 14, 1998

RE: Quarterly Cash Dividend and Offer to Purchase Stock

Dear Shareholder:

Your Board of Directors has declared a regular quarterly dividend of $.17
per share and a special year-end dividend of $.17 per share for a total
of $.34 per share to shareholders of record December 3, 1998, payable
December 15, 1998. This brings your total dividend received for 1998 to
$.81. This is an all time high for Mid-Wisconsin Financial Services,
Inc.

After careful consideration, your Board of Directors has also authorized
the Company to purchase up to 93,045 shares of its common stock, at a
price of $27.50 per share. This represents 5% of the shares outstanding
on December 14, 1998. You may tender all of your shares if you wish. In
the event that the total number of shares tendered exceeds 93,045, all
"odd lot" tenders (shareholders who own fewer than 100 shares) will be
accepted and all other tenders will be accepted on a pro rata basis.

The Company is making this offer after careful consideration of our
capital needs and the market for our stock. As discussed in the enclosed
Offer to Purchase, the holding company now has more capital than is
needed to satisfy applicable bank regulations. Our capital level is also
higher than the Board believes can be used to best advantage in our
normal banking operations even as we look to our plans for continued
growth. In addition, partly as a result of the limited trading market
for our stock, the Board believes that the stock recently has been
somewhat undervalued in market quotations. Based on these
considerations, the Board believes that shareholder interests would be
better served by using some of our excess capital to repurchase our own
shares.

The offer and instructions on how to tender your shares are explained in
detail in the enclosed Offer to Purchase and Transmittal Form. In
particular, shareholders owning fewer than 100 shares may find the offer
provides a good opportunity to sell their shares and avoid customary
"odd-lot" charges imposed by brokers. It is not necessary to return the
Transmittal Form if you are not tendering any shares of stock.

I encourage you to read these materials carefully before making any
decision with respect to the offer. The offer is completely voluntary.
Neither the Company nor its Board of Directors makes any recommendation
to any shareholder whether to tender any or all shares.

Please note that the offer is scheduled to expire at 5:00 P.M.,
Central Standard Time, on Friday, January 15, 1999, unless extended by
the Company. Questions regarding the offer should be directed to Gene
Knoll, Bill Weiland or Mary Sarver at 715-748-8300 or 1-800-643-9472.
On behalf of the Mid-Wisconsin organization, we wish you a joyous holiday
season and a happy, healthy and prosperous 1999!
<PAGE>
Sincerely,

Gene C. Knoll
President & CEO

Enclosures: Dividend Check
3rd Quarter Financial Statement
Offer to Purchase
Transmittal Form
Return Envelope

EXHIBIT (a)(7)

GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYOR. Social Security numbers have nine digits separated by two
hyphens: i.e. 000-00-0000. Employer identification numbers have nine
digits separated by only one hyphen: i.e. 00-0000000. The table below
will help determine the number to give the payer.

FOR THIS TYPE GIVE THE IDENTIFICATION
OF ACCOUNT: NUMBER OF:

1. An individual's account The individual

2. Two or more individuals The actual owner of the account or, if
(joint account) combined funds, any one of the individuals
on the account(1)

3. Husband and wife The actual owner of the account or, if joint
(joint account) funds, either person(1)

4. Custodian account of The minor(2)
a minor
(Uniform Gift to
Minors Act)

5. Adult and minor The adult or, if the minor is the only
(joint account) contributor, the minor(1)

6. Account in the name of The ward, minor, or incompetent person(3)
of guardian or committee
for a designated ward,
minor, or incompetent
person

7. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also trustee)

b. So-called trust The actual owner{(1)}
account that is
not a legal or
valid trust
under State law

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FOR THIS TYPE GIVE THE IDENTIFICATION
OF ACCOUNT: NUMBER OF:

8. Sole proprietorship The owner(4)
account
<PAGE>
9. The valid trust, estate, The legal entity (Do not furnish the trust
or pension trust identifying number of the personal
representatives or trustee unless the legal
entity itself is not designated in the
account title.)(5)

10. Corporate account The corporation

11. Religious, charitable The organization
or educational

12. Partnership account The partnership
held in the name of the
business

13. Association, club, or The organization
other tax-exempt
organization

14. The broker or registered The broker or nominee
nominee

15. Account with the The public entity
Department
of Agriculture in the
name of a public entity
(such as a State
or local government, school
district, or prison)
that receives agricultural
program payments

(1) List first and circle the name of the person whose number you
furnish. If only one person on the account has a social
security number, that person's number must be listed.
(2) Circle the minor's name and furnish the minor's social security
number.
(3) Circle the ward's, minor's or incompetent person's name and
furnish such person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or
pension trust.

NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER
WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

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OBTAINING A TAXPAYER IDENTIFICATION NUMBER

If you don't have a taxpayer identification number or you don't know your
taxpayer identification number, obtain Form SS-5, Application for a
Social Security Number Card, or Form SS-4, Application for Employer
Identification Number, at the local office of the Social Security
<PAGE>
Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments
include the following:

- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), or an
individual retirement plan.
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign
government, or any agency or instrumentality thereof.
- An international organization or any agency, or instrumentality
thereof.
- A registered dealer in securities or commodities registered in the
U.S. or a possession of the U.S.
- A futures commission merchant registered with the Commodity Futures
Trading Commission.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- A middleman known in the investment community as a nominee or who is
listed in the most recent publication of the American Society of
Corporate Secretaries, Inc., Nominee List.
- A trust exempt from tax under section 664 or described in section
4947.
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.

PAYMENTS EXEMPT FROM BACKUP WITHHOLDING

Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:

- Payments to nonresident aliens subject to withholding under section
1441.

-3-

- Payments to partnerships not engaged in a trade or business in the
U.S. and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid
in money.
- Payments made by certain foreign organizations.
- Section 404(k) payments made by an ESOP.

Payments of interest not generally subject to backup withholding include
the following:

- Payments of interest on obligations issued by individuals. However,
if you pay $600 or more in interest in the course of your trade or
business to a payee, you must report the payment. Backup withholding
applies to the reportable payment if the payee has not provided a TIN
or has provided an incorrect TIN.
<PAGE>
- Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
- Payments described in section 6049(b)(5) to non-resident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Mortgage interest paid to you.

Exempt payees described above should file Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE
FORM, AND RETURN IT TO THE PAYOR. IF THE PAYMENTS ARE INTEREST,
DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments that are not subject to information reporting are also
not subject to backup withholding. For details, see the regulations
under sections 6041, 6041A(a), 6045, and 6050A.

PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to
payers who must report the payments to the IRS. The IRS uses the numbers
for identification purposes. Payors must be given the numbers whether or
not recipients are required to file tax returns. Payors must generally
withhold 31% of taxable interest, dividend, and certain other payments to
a payee who does not furnish a taxpayer identification number to a payor.
Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If
you fail to furnish your taxpayer identification number to a payor,
you are subject to a penalty of $50 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.

-4-

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If
you make a false statement with no reasonable basis which results in
no imposition of backup withholding, you are subject to a penalty of
$500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.

(4) MISUSE OF TAXPAYER IDENTIFICATION NUMBERS. If the requester
discloses or uses taxpayer identification numbers in violation of
Federal law, the requester may be subject to civil and criminal
penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE

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