F&M BANCORPORATION INC, S-4/A, 1997-01-09

F&M BANCORPORATION INC
S-4/A, 1997-01-09
STATE COMMERCIAL BANKS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 9, 1997

REGISTRATION NO. 333-13321
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933

-------------

F&M BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
WISCONSIN 6022 39-1365327
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

ONE BANK AVENUE
KAUKAUNA, WISCONSIN 54130
(414) 766-1717
(Address, including Zip Code, and telephone number,
including area code, of registrant's principal executive offices)

RANDALL A. HAAK, ESQ.
MCCARTY, CURRY, WYDEVEN, PEETERS & HAAK
120 E. 4TH STREET
KAUKAUNA, WISCONSIN 54130
(414) 766-4693
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)
-----------------------
COPIES TO:

KENNETH V. HALLETT, ESQ. John Knight, Esq.
QUARLES & BRADY Boardman, Suhr, Curry & Field
411 East Wisconsin Avenue One South Pinckney Street, Suite 410
Milwaukee, Wisconsin 53202 P.O. Box 927
(414) 277-5000 Madison, Wisconsin 53701-0927
(608) 257-9521
- ----------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after the effectiveness of this
Post-Effective Amendment No. 1 to the Registration Statement.

- ----------------
<PAGE> 2

January ___, 1997

Dear Fellow Shareholder:

You are cordially invited to attend a Special Meeting of Shareholders
of Green County Bank (the "Bank") to be held on February __, 1997 at the
Cardinal Country Inn, 2107 1st Center Avenue, Brodhead, Wisconsin (the "Special
Meeting"). The Special Meeting will begin at __:__ _.m., Central Time. At the
Special Meeting, you will be asked to approve a Plan and Agreement of Merger
and Reorganization dated as of January 2, 1997 (the "Agreement"), which
provides for the merger (the "Merger") of the Bank and a wholly-owned
subsidiary of F&M Bancorporation, Inc. ("F&M"). The Agreement provides that,
upon consummation of the Merger, each holder of Bank Common Stock will be
entitled to receive, for each share of Bank Common Stock held at the time of
the Merger, a certain number of shares of F&M Common Stock to be determined
based upon an exchange ratio as provided in the Agreement and subject to the
conditions and potential adjustments discussed in the Agreement.

THE BOARD OF DIRECTORS OF THE BANK BELIEVES THAT THE MERGER IS IN THE
BEST INTERESTS OF THE BANK AND ITS SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT
THE SHAREHOLDERS VOTE FOR THE APPROVAL OF THE AGREEMENT.

The attached Supplemental Prospectus/Proxy Statement (the
"Supplemental Statement") will provide you with a detailed description of the
Agreement and the transactions contemplated thereby. The Agreement itself is
attached as Exhibit B to the Supplemental Statement. The separately attached
Prospectus of F&M (the "Prospectus") will provide you with information about
F&M. Extensive information concerning F&M and the Bank is also provided in the
Supplemental Statement and the Prospectus. Please give this information your
attention.

The affirmative vote of the holders of not less than a majority of the
shares of Bank Common Stock entitled to vote at the Special Meeting is required
to approve the Agreement and the Merger. The failure to execute and return the
accompanying proxy card and or to vote in person at the Special Meeting will
have the effect of a vote cast against the Agreement. Furthermore, abstentions
will have the same effect as votes cast against approval of the Agreement. To
assure that your shares are represented in voting on this very important
matter, please complete and return the accompanying proxy card promptly in the
enclosed envelope, whether or not you plan to attend the Special Meeting. If
you do attend, you may, if you wish, revoke your proxy and vote your shares in
person at the Special Meeting.

If you require assistance, please contact Stanley Erlandson at the
Bank at 608/897-2151.

Very truly yours,

Stanley W. Erlandson,
President
<PAGE> 3

GREEN COUNTY BANK
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY ___, 1997

To the Shareholders of Green County Bank:

NOTICE is hereby given that a special meeting of the shareholders of
Green County Bank, a Wisconsin state bank (the "Bank"), will be held at the
Cardinal Country Inn, 2107 1st Center Avenue, Brodhead, Wisconsin on February
__, 1997, at __:__ _.m. local time, for the purpose of considering and voting
upon the following matters:

1. Approval of the transactions contemplated in a Plan and
Agreement of Merger and Reorganization between F&M
Bancorporation, Inc. ("F&M") and the Bank, including approval
of the merger transaction contemplated by the Agreement in
which shares of Bank Common Stock will be converted into
shares of F&M Common Stock (the "Merger"); and

2. Such other matters relating to the foregoing as may properly
be brought before the meeting or any adjournment thereof;

all as set forth in the accompanying Supplemental Statement of F&M and the
Bank.

The Board of Directors has fixed the close of business on January 15,
1997 as the record date for the determination of shareholders entitled to
receive notice of and to vote at the Special Meeting or any adjournment
thereof.

The affirmative vote of the holders of not less than a majority of the
outstanding shares of Bank Common Stock entitled to be cast is required for
approval of the Merger. Dissenting Bank shareholders have certain rights of
appraisal in this matter; see "Rights of Dissenting Bank Shareholders" in the
Supplemental Statement and the statutory provisions of Wisconsin law set forth
on Exhibit A thereto.

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE MARK,
SIGN, DATE, AND RETURN THE ENCLOSED PROXY TO THE BANK PROMPTLY IN THE
ACCOMPANYING POST-PAID ENVELOPE. IT IS IMPORTANT THAT YOUR SHARES BE
REPRESENTED AT THE SPECIAL MEETING, WHETHER YOUR HOLDINGS ARE LARGE OR SMALL.
IF FOR ANY REASON YOU SHOULD DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AT ANY
TIME BEFORE IT IS VOTED.

By order of the Board of Directors,

Stanley W. Erlandson, President

January __, 1997
Brodhead, Wisconsin
<PAGE> 4

PROXY STATEMENT SUPPLEMENTAL PROSPECTUS
FOR OF
SPECIAL MEETING OF SHAREHOLDERS F&M BANCORPORATION, INC.
OF
GREEN COUNTY BANK

This Supplemental Prospectus/Proxy Statement (the "Supplemental
Statement") relates to the proposed acquisition of Green County Bank, a
Wisconsin state bank (the "Bank"), by F&M Bancorporation, Inc., a Wisconsin
corporation ("F&M"), as described herein.

The acquisition of the Bank by F&M will be made by means of a merger
transaction (the "Merger") in which F&M Interim Bank, a wholly owned subsidiary
of F&M ("Subsidiary") will be merged into the Bank, and each outstanding share
of common stock, $100.00 par value, of the Bank ("Bank Common") will be
converted into shares of Common Stock, $1.00 par value, of F&M ("F&M Common")
in an exchange ratio provided in the Plan and Agreement of Merger and
Reorganization among F&M, Subsidiary and the Bank dated as of January 2, 1997
(the "Agreement").

In the Merger, Bank shareholders will receive shares of F&M Common
determined according to a formula in the Agreement, based on both the Bank's
adjusted equity and the market value of shares of F&M Common. In accordance
with the formula, F&M and the Bank have agreed that the Bank's adjusted equity
will be $3.37 million, and the total consideration will be $5.39 million, or
$2,695 per share of Bank Common, assuming a closing shortly after the date of
the Bank's special meeting of shareholders. The number of F&M shares to be
issued would vary depending upon the value of F&M Common, which will be based
upon its average trading prices during a period preceding the determination
date, with the right of the Bank to terminate the transaction if the market
value of F&M Common falls below $24.00 and the right of F&M to terminate the
transaction if the market value of F&M Common exceeds $36.00. Assuming a
$29.75 F&M market value (the closing sales price at December 31, 1996), Bank
shareholders would have received approximately 90.59 shares of F&M Common for
each share of Bank Common. For further information, see
"The Merger--Conversion of Bank Common into F&M Common."

FOR CERTAIN RISK FACTORS RELATING TO THIS OFFERING, SEE "RISK FACTORS"
ON PAGES 5 AND 6 OF THE PROSPECTUS.

The date of this Supplemental Statement is January __, 1997 and the
date of the Prospectus is October 17, 1996. This Supplemental Statement and
the separately attached Prospectus are first being mailed to the Bank
shareholders on or about January __, 1997. On January 8, 1997, the closing
sales price of F&M as reported on the NASDAQ National Market System was $29.25.

The information contained in this Supplemental Statement concerning
the Bank and F&M has been supplied by each of them, respectively. No person
has been authorized in connection with this offering to give any information or
to make any representations other than contained, or incorporated by reference,
in this Supplemental Statement.

_____________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SUPPLEMENTAL STATEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 5

NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS SUPPLEMENTAL STATEMENT IN
CONNECTION WITH THE SOLICITATIONS OF PROXIES OR THE OFFERING OF SECURITIES MADE
HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY F&M, THE BANK, OR ANY OTHER PERSON.
NEITHER THE DELIVERY OF THIS SUPPLEMENTAL STATEMENT NOR ANY DISTRIBUTION OF
SECURITIES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF F&M OR THE BANK SINCE THE DATE
HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.

AVAILABLE INFORMATION

F&M is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). The reports, proxy statements and
other information filed by F&M with the Commission can be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at 7 World Trade Center, 13th Floor, New York, New York 10048
and Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois
60661. Copies of such material can also be obtained from the Public Reference
Section of the Commission, Washington, D.C. 20549 at prescribed rates. Also,
the Commission maintains a Web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants
(such as F&M) that file electronically with the Commission.

F&M has filed with the Commission a Post-Effective Amendment No. 1 to the
Registration Statement on Form S-4 (together with any amendments thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities to be issued pursuant to or
as contemplated by the Agreement. This Supplemental Statement does not contain
all the information set forth in the Registration Statement. Such additional
information may be obtained from the Commission's principal office in
Washington, D.C. Statements contained in this Supplemental Statement or in any
document incorporated in this Supplemental Statement by reference as to the
contents of any contract or other document referred to herein or therein are
not necessarily complete (although all required material disclosures are
included herein), and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement or
such other document, each such statement being qualified in all respects by
such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by F&M pursuant to the
Exchange Act are incorporated by reference in this Supplemental Statement:

(i) F&M's Annual Report on Form 10-K for the year ended December
31, 1995 as amended by Amendment No. 1 thereto filed June 24,
1996;

(ii) F&M's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996;

(iii) F&M's Current Reports on Form 8-K dated February 15, 1996 and
June 28, 1996 and Reports on Form 10-C dated June 14, 1996 and
June 28, 1996; and

(iv) The description of F&M Common included in Item 11 to F&M's
Registration Statement on Form 10, as amended by
Post-Effective amendment No. 2 thereto filed September 16,
1993.

Any statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Supplemental Statement
to the extent that a statement contained herein modifies or

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<PAGE> 6

supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Supplemental Statement.

THIS SUPPLEMENTAL STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS (OTHER THAN EXHIBITS TO
SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE)
ARE AVAILABLE TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS
SUPPLEMENTAL STATEMENT IS DELIVERED, WITHOUT CHARGE, ON WRITTEN OR ORAL REQUEST
TO F&M BANCORPORATION, INC., ONE BANK AVENUE, KAUKAUNA, WISCONSIN 54130
(TELEPHONE 414/766-1717), ATTN: CORPORATE SECRETARY. IN ORDER TO ENSURE
TIMELY DELIVERY OF THE DOCUMENTS PRIOR TO THE SPECIAL MEETING, ANY REQUESTS
SHOULD BE MADE BY __________, 1997 [5 DAYS BEFORE SPECIAL MEETING].

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<PAGE> 7

TABLE OF CONTENTS
SUPPLEMENTAL STATEMENT

<TABLE>
<CAPTION>
Page No.
<S> <C>
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

THE SPECIAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

RIGHTS OF DISSENTING BANK SHAREHOLDERS OF THE BANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

MARKET INFORMATION AND DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

F&M BANCORPORATION, INC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

BANK SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

BANK MANAGEMENTS DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

GREEN COUNTY BANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

INFORMATION AS TO SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

EXHIBIT A: Wis. Stats. Section 221.0705 through Section 221.0718 . . . . . . . . . . . . . . . . . . . . . . . . . A-1
EXHIBIT B: Text of the Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
</TABLE>

ENCLOSURES:
Proxy Form, with return envelope

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<PAGE> 8

GENERAL INFORMATION

This Supplemental Statement is being furnished to the shareholders of
the Bank in connection with the proposed Merger, in which shares of Bank Common
would be converted into shares of F&M Common, and the solicitation of proxies
on behalf of the Bank's Board of Directors to be voted at the special meeting
of shareholders of the Bank to be held on February __, 1997 and at any
adjournment thereof (the "Special Meeting"). The purpose of the Special
Meeting and of this solicitation is to obtain shareholder action with regard to
the approval of the Merger pursuant to the Agreement.

The Agreement provides for the acquisition of the Bank by F&M through
the merger of Subsidiary, a Wisconsin state bank chartered by F&M specifically
for this transaction, into the Bank. In the Merger, shares of Bank Common will
be converted into shares of F&M Common to be determined according to a formula
in the Agreement. See "The Merger--Conversion of Bank Common into F&M Common."
See "The Special Meeting" and "The Merger."

Consummation of the Merger is subject to the satisfaction of several
conditions, including approval by the shareholders of the Bank at the Special
Meeting, qualifying for pooling of interests accounting, and approval by the
Division of Banking of the Wisconsin Department of Financial Institutions (the
"Wisconsin Division") and the Federal Deposit Insurance Corporation ("FDIC").
See "The Merger--Conditions to the Merger." Applications seeking approval of
the transaction of the FDIC and the Wisconsin Division were filed December 5,
1996. Those applications are now pending. An application seeking approval of
the transaction was approved by the Federal Reserve System (the "FRB") in
December 1996. It is expected that the Merger will be consummated in spring
1997, provided all conditions precedent have been met or waived by that time.

The cost of solicitation of proxies will be borne by the Bank.
However, because this Supplemental Statement also constitutes a disclosure
document with respect to F&M Common, F&M paid the costs and expenses of the
preparation hereof. In addition to solicitation by mail, directors, officers
and employees of the Bank may solicit proxies by telephone or personal contact,
but will receive no additional compensation for such services.

The information contained in this Supplemental Statement concerning
the Bank and F&M has been supplied by each of them, respectively. The
information contained in the separately attached Prospectus was supplied by
F&M. This Supplemental Statement and the attached Prospectus is being mailed
to Bank shareholders on or about January __, 1997.

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<PAGE> 9

THE SPECIAL MEETING

In order to approve the transactions contemplated by the Agreement,
the affirmative vote of holders of not less than a majority of outstanding
shares of Bank Common entitled to be cast must be received at the Special
Meeting. Obtaining the requisite vote is a requirement of Wisconsin law, and
is therefore required by the Agreement and may not be waived.

Bank shareholders have certain dissenters' rights of appraisal under
Wisconsin law with respect to the matters to be considered at the Special
Meeting, but it is a condition to consummation of the Merger that the holders
of not more than 10% of the outstanding shares of Bank Common exercise such
dissenters' rights. See "Rights of Dissenting Shareholders" and Exhibit A
hereto.

Each shareholder of record of Bank Common at the close of business on
January 15, 1997, will be entitled to one vote for each share of Bank Common
registered in such shareholder's name. At that date, there were 2,000 shares
of Bank Common issued and outstanding, all of which are entitled to vote.
Directors and executive officers of the Bank, all of whom intend to vote FOR
the Merger, together own 301 shares of Bank Common, or 15.05% of the issued and
outstanding shares. See "Green County Bank--Share Ownership."

Shares represented at the Special Meeting by a properly executed proxy
will be voted in accordance with the specification made on the proxy; if no
specification is made, such shares will be voted FOR approval of the Merger.
Any shareholder submitting a proxy has the right to revoke the proxy at any
time before it is voted by giving written notice to the Cashier of the Bank, by
giving oral notice to the presiding officer during the Special Meeting that the
shareholder intends to vote in person, or by submitting a subsequently dated
proxy. Attendance by a shareholder at the Special Meeting will not in and of
itself constitute revocation of a proxy. PLEASE RETURN THE SIGNED PROXIES TO
THE BANK IN THE POST-PAID ENVELOPE PROVIDED FOR THAT PURPOSE.

THE BOARD OF DIRECTORS OF THE BANK UNANIMOUSLY RECOMMENDS APPROVAL OF
THE MERGER, AS IT BELIEVES THE MERGER TO BE IN THE BEST INTERESTS OF THE BANK
AND ITS SHAREHOLDERS.

Proxies are being solicited on behalf of the Bank's Board of
Directors. The Bank's Board of Directors does not intend to present any other
matter before the Special Meeting. By law, the only business that may be
conducted at a special meeting of shareholders is the business described in the
notice of meeting.

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<PAGE> 10

SUMMARY

The following is a brief summary of certain information contained in
this Supplemental Statement, including summaries of information believed by the
parties to be material. This summary is intended merely to supply pertinent
facts and highlights of the material contained in or accompanying this
Supplemental Statement. The information contained in this summary is qualified
by reference to more detailed information contained elsewhere, or incorporated
by reference, in this Supplemental Statement.

The Merger

The Agreement provides for the acquisition of the Bank by F&M through
the merger of Subsidiary into the Bank. In the Merger, shares of Bank Common
will be automatically converted into shares of F&M Common. See "The Merger"
and the text of the Agreement at Exhibit B hereto.

Purpose of the Special Meeting

Shareholders of the Bank are being asked to approve the Merger. Such
approval is required for F&M and the Bank to complete the Merger.

Parties

The Bank, which has its principal executive offices at 1035 1st Center
Avenue, Brodhead, Wisconsin (telephone: 608/897-2151), had total assets of
$31.5 million at September 30, 1996. The Bank has its main office in Brodhead,
in Green County which is located in southcentral Wisconsin. The Bank is a
Wisconsin state bank subject to the supervision of the Wisconsin Division.

F&M, which has its principal executive offices at One Bank Avenue,
Kaukauna, Wisconsin 54130 (telephone: 414/766-1717), had total consolidated
assets of $1.1 billion at September 30, 1996. F&M has 15 Wisconsin state bank
subsidiaries, all of which are Federal Reserve System and FDIC members and are
subject to Wisconsin Division supervision. Together, the subsidiary banks had
48 offices, all in Wisconsin. F&M, a Wisconsin corporation, is a registered
bank holding company subject to supervision and regulation by the FRB under the
Federal Bank Holding Company Act of 1956, as amended (the "Bank Holding Company
Act"). Subsidiary is a wholly-owned subsidiary of F&M formed to effect the
Merger.

See "F&M Bancorporation, Inc." and "Green County Bank."

Conversion of Bank Common Into F&M Common

In the Merger, shares of Bank Common will be converted into shares of
F&M Common, in accordance with the exchange ratio set forth in the Agreement.
Only full shares will be issued; fractional share interests will be converted
into cash at per share price keyed to the value of F&M Common used to determine
the exchange ratio.

The exchange ratio specified in the Agreement provides that each share
of Bank Common will be converted into that number of shares of F&M Common
obtained by dividing (a) the market value of the F&M Common over a specified
period preceding the Merger into (b) a value of all the outstanding shares of
Bank Common, divided by the number of issued and outstanding shares of Bank
Common as of the Valuation Date, all as determined under the Agreement. The
value of all shares of Bank Common is determined under the Agreement by
multiplying the Bank's adjusted equity ("Bank's Equity") (as defined in, and
determined under, the Agreement) by 1.60.

F&M and the Bank have agreed to a tentative valuation, assuming a
closing shortly after the Bank's Special Meeting of shareholders. The Bank's
Equity as adjusted will be deemed to equal $3.37 million, and therefore total
consideration would be approximately $5.39 million and Bank shareholders would
receive F&M Common valued

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<PAGE> 11

at $2,695 for each share of Bank Common, or 90.59 shares of F&M Common for each
share of Bank Common assuming a $29.75 market value for the F&M Common. See
"The Merger--Conversion of Bank Common into F&M Common" and "Market Prices and
Dividends--F&M."

Dissenters' Appraisal Rights

Any shareholder or beneficial shareholder of Bank who complies with
the procedural requirements of Section 221.0705 through Section 221.0718 of the
Wisconsin Statutes in exercising his dissenters' rights will be entitled to
receive cash in the amount of the "fair value" of his shares as determined
pursuant to the exercise of such rights, instead of shares of F&M Common or
cash contemplated by the terms of the Agreement. Failure to comply with each
of the detailed statutory procedural requirements may result in a loss of such
appraisal rights.

If a Bank shareholder fails to perfect his or her dissenters' rights
by failing strictly to comply with the applicable statutory requirements, he or
she will be bound by the terms of the Agreement. An executed proxy on which no
voting direction is made will be voted FOR approval of the Merger, so a
dissenting shareholder who wishes to have his or her shares represented by a
proxy at the Special Meeting but preserve his dissenters' rights must mark his
or her proxy card either to vote against the Merger or to abstain from voting
thereon, in addition to complying with the other requirements as described
herein.

A condition, which can be waived by F&M and Subsidiary, to their
obligation to conclude the transaction is that holders of less than 10% of the
issued and outstanding Bank Common will have elected to exercise such rights.

See "The Merger--Conditions to the Merger," "Rights of Dissenting Bank
Shareholders," and the text of Section 221.0705 through Section 221.0718 of the
Wisconsin Statutes at Exhibit A hereto.

Conditions to the Merger

The Merger is conditioned upon approval by Bank shareholders,
appropriate regulatory approvals by the FDIC and the Wisconsin Division, and
other conditions set forth in the Agreement. The Merger is also conditioned on
the market value of F&M Common not falling below $24.00 (in which case the Bank
has the right to terminate the Agreement) or exceeding $36.00 (in which case
F&M has the right to terminate the Agreement). See "The Merger--Conditions to
the Merger."

As of December 31, 1996, directors and executive officers of the Bank,
including their spouses and their affiliates, beneficially owned an aggregate
of 301 shares of Bank Common, or 15.05% of the outstanding shares of Bank
Common. Such persons have indicated that they intend to vote their shares of
Bank Common in favor of the Merger. The directors and executive officers of
F&M, and their affiliates, do not own any shares of Bank Common. See "Green
County Bank--Share Ownership."

Federal Income Tax Consequences

The transaction contemplated by the Agreement has been structured by
the parties with the intent that it will constitute a reorganization resulting
in no recognizable gain or loss for federal income tax purposes by those Bank
Common shareholders to the extent they receive shares of F&M Common in exchange
for their shares of Bank Common. (However, the receipt of cash in lieu of
fractional share interests, and upon exercise of dissenters' rights, will be
taxable.) The parties have not sought any rulings from the Internal Revenue
Service that the transaction constitutes a non-taxable reorganization.
However, it is a condition to consummation of the Merger that McCarty, Curry,
Wydeven, Peeters & Haak, counsel to F&M, will issue an opinion as to the
tax-free nature of the exchange to holders of Bank Common who receive F&M
Common in the Merger, and as to the tax effects of cash in lieu of fractional
share interests. In the Agreement, however, F&M has made no representations or
warranties as to tax consequences of the Merger. See "The Merger--Federal
Income Tax Consequences."

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<PAGE> 12

Comparison of F&M Common with Bank Common

F&M is organized under the Wisconsin Business Corporation Law
("WBCL"), while the Bank is organized under Wisconsin banking statutes (Chapter
221 of the Wisconsin statutes). The respective laws determine the rights of
holders of common stock of each such entity, except as otherwise permissibly
provided in their respective articles of incorporation or bylaws. While the
rights of both entities' shareholders are similar, there are also important
differences.

F&M is subject to statutory anti-takeover provisions and its articles
of incorporation and bylaws provide for classification of the Board of
Directors; neither apply to the Bank. Both F&M and the Bank shareholders are
subject to statutory personal liability for certain employee wage claims. See
"Information as to Securities--Comparison of F&M Common with Bank Common."

In addition to the differences between F&M Common and Bank Common
themselves, differences exist in their trading markets. F&M trades on the
NASDAQ Stock Market, while the trading market for shares of Bank Common has
been limited.

Required Vote

The affirmative vote of holders of not less than a majority of the
outstanding shares of Bank Common entitled to be cast is required under
Wisconsin law to permit the Merger.

Interests of Bank Insiders

As of December 31, 1996, directors and executive officers of the Bank,
including their spouses and their affiliates, beneficially owned an aggregate
of 301 shares of Bank Common, or 15.5% of the outstanding shares of Bank Common
entitled to vote at the Special Meeting. Such persons have indicated that they
intend to vote for the Merger, and to vote their shares of Bank Common in favor
of the Merger. The directors and executive officers of F&M, and their
affiliates, do not own any shares of Bank Common. See "General Information"
and "Green County Bank-- Share Ownership."

The parties contemplate that the Bank will enter into an employment
agreement with Stanley W. Erlandson, currently President and Chief Executive
Officer of the Bank. The employment agreement will be for a one-year term, and
provide that Mr. Erlandson will remain in his current position at his current
salary and benefit level.

In March 1995, the Bank entered into supplemental retirement
agreements with Stanley W. Erlandson, Carole Badertscher and Nancy Church,
currently President/Chief Executive Officer, Assistant Vice President and
Administrative Assistant, respectively, of the Bank. The Agreement also
provides that the current members of the Bank's board of directors may remain a
director until two years from the Effective Time of the Merger.

See "The Merger--Management after the Merger."

Management after the Merger

Upon consummation of the Merger, F&M expects to continue to operate
the Bank as a separate entity under the control, direction and general policies
of F&M. It is further anticipated that F&M's Chairman of the Board, Gail E.
Janssen, or another F&M designee, will be elected to the Board of Directors of
the Bank. As with all of F&M's subsidiary banks (the "F&M Banks"), F&M will
perform certain functions and provide certain services for the Bank, and the
Bank will pay F&M a management fee therefor.

-9-
<PAGE> 13

See "Interests of Bank Insiders" above for information regarding the
proposed employment contracts of three of the Bank's officers and agreements to
maintain the board membership of current Bank directors. See also "The Merger
- -- Management after the Merger."

Accounting Treatment

F&M intends to account for the acquisition of the Bank by using the
pooling of interests method of accounting.

Recommendation of the Bank Directors

THE BOARD OF DIRECTORS OF THE BANK UNANIMOUSLY RECOMMENDS APPROVAL OF
THE MERGER. See "The Merger--Reasons for the Merger."

Comparative Unaudited Per Share Data

The following table sets forth for F&M Common and Bank Common certain
unaudited historical, pro forma and pro forma equivalent per share financial
information for each of the nine month periods ended September 30, 1996 and 1995
and three years ended December 31, 1995, 1994 and 1993. F&M per share
information has been restated to effect F&M's stock dividend in June 1996. The
information should be read in conjunction with the financial statements and
other information appearing elsewhere in this Supplemental Statement and in the
Prospectus. In all cases, the actual conversion ratio as determined under the
Agreement may be higher or lower than the ratios assumed in the pro forma
information herein, and will depend upon the average trading price of F&M
Common, which has yet been determined. See "The Merger--Conversion of Bank
Common into F&M Common."

<TABLE>
<CAPTION>
As of and for the
Nine Months ended years ended
September 30, December 31,
------------- ------------------------------
1996 1995 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
F&M
Net Income per Common Share (1):
Historical . . . . . . . . . . . . . . . . . . . . . . . . . $1.53 $1.28 $1.76 $1.23 $1.33
Pro forma (2):
Assuming $36.00 F&M Selling Price 1.54 1.28 1.77 1.25 1.35
Assuming $29.75 F&M Selling Price 1.53 1.28 1.76 1.24 1.34
Assuming $24.00 F&M Selling Price 1.52 1.27 1.75 1.23 1.33

Dividends Paid per Common Share:
Historical . . . . . . . . . . . . . . . . . . . . . . . . . . . .497 .409 .546 .436 .327
Pro forma (3) . . . . . . . . . . . . . . . . . . . . . . . . .497 .409 .546 .436 .327

Shareholders' Equity per Common Share:
Historical . . . . . . . . . . . . . . . . . . . . . . . . . 14.61 (A) 13.83 (A) (A)
Pro forma (2):
Assuming $36.00 F&M Selling Price . . . . . . . . . . . . . . . 14.76 (A) 13.97 (A) (A)
Assuming $29.75 F&M Selling Price . . . . . . . . . . . . . . . 14.69 (A) 13.90 (A) (A)
Assuming $24.00 F&M Selling Price . . . . . . . . . . . . . . . 14.60 (A) 13.82 (A) (A)

THE BANK
Net Income per Common Share (1):
Historical . . . . . . . . . . . . . . . . . . . . . . . . . $139.00 $121.50 $166.26 $154.80 $137.38
Pro forma equivalent:
Assuming $36.00 F&M Selling Price . . . . . . . . . . . . . 115.28 95.82 132.50 93.58 101.06
Assuming $29.75 F&M Selling Price . . . . . . . . . . . . . 138.60 115.96 159.44 112.33 121.39
Assuming $24.00 F&M Selling Price . . . . . . . . . . . . . 170.68 142.61 196.51 138.12 149.35
</TABLE>

-10-

<PAGE> 14

<TABLE>
<S> <C> <C> <C> <C> <C>
Dividends Paid per Common Share:
Historical . . . . . . . . . . . . . . . . . . . . . . . . . 10.00 10.00 20.00 20.00 18.00
Pro forma equivalent:
Assuming $36.00 F&M Selling Price . . . . . . . . . . . . . 37.21 30.62 40.87 32.64 24.48
Assuming $29.75 F&M Selling Price . . . . . . . . . . . . . 45.02 37.05 49.46 39.50 29.62
Assuming $24.00 F&M Selling Price . . . . . . . . . . . . . 55.81 45.93 61.31 48.96 36.72

Shareholders' Equity per Common Share:
Historical . . . . . . . . . . . . . . . . . . . . . . . . . $1,623 (A) $1,497 (A) (A)
Pro forma equivalent:
Assuming $36.00 F&M Selling Price . . . . . . . . . . . . . 1,105 (A) 1,046 (A) (A)
Assuming $29.75 F&M Selling Price . . . . . . . . . . . . . 1,331 (A) 1,259 (A) (A)
Assuming $24.00 F&M Selling Price . . . . . . . . . . . . . 1,639 (A) 1,552 (A) (A)
</TABLE>

- ----------------

(1) Before extraordinary items and cumulative effect of change in
accounting principles.
(2) Giving effect to F&M's proposed acquisition of the Bank, and assuming
a valuation per share of Bank Common of $2,695.
(3) The F&M pro forma dividends per share amounts represent historical
dividends per share, restated for prior stock splits and dividends,
but not restated for acquisitions.
(A) Presented only at September 30, 1996 and December 31, 1995.

* * *

The following table presents historical data on a per common share
basis for F&M and the Bank, and equivalent per common share basis for the Bank,
as of the last trading date preceding the first public announcement of the
proposed Merger.

<TABLE>
<CAPTION>
The Bank
------------------------------------------------
F&M Per Share
Historical Historical (1) Equivalent Basis (2)
---------- -------------- ----------------
<S> <C> <C> <C>
Market Value Per Share as of:

August 7, 1996 . . . . . . . . . . . . . $29.00 (1) $2,695
</TABLE>

- ------------------

(1) Trading in shares of Bank Common is infrequent, and there is no
independent market with respect to such shares. To Bank's
management's knowledge there have been only three transactions in
shares of Bank Common in the past three years: November 1994, five
shares of Bank Common purchased for $300.00 per share; November 1994,
five shares of Bank Common purchased for $300.00 per share; and
January 1996, five shares of Bank Common purchased for $500.00 per
share. See "Market Information and Dividends."
(2) Bank pro forma equivalent per share amount is calculated by
determining the transaction value per share, which is assumed to be
$2,695, as the exchange rate will vary depending upon the value of F&M
Common Stock. See "The Merger--Conversion of Bank Common into F&M
Common."

-11-
<PAGE> 15

THE MERGER

The Agreement contains the representations, warranties and covenants
of the Bank and F&M, the conditions to the consummation of the Merger and other
terms and provisions with respect to the Merger. The following is a brief
description of the provisions of the Agreement believed by F&M and the Bank to
be material. The summaries herein of certain provisions of the Agreement do
not purport to be complete statements thereof and are qualified in their
entirety by reference to the text of the Agreement (excluding exhibits and
schedules), a copy of which is appended hereto as Exhibit B.

Reasons for the Merger and Board Recommendation

The Bank

The Board of Directors of the Bank has concluded that the proposed
Merger is in the best interest of the Bank and its shareholders. The principal
factors considered by the Board of Directors in recommending the Merger are:

- Affiliation with F&M will provide Bank shareholders with
ownership of a company with geographically diverse operations,
diminishing the risk of erosion of franchise value that
ownership of a local community bank stock entails.

- F&M offered an acquisition price which provides a premium to
the Bank's past trading values in a tax-free reorganization.

- Holders of Bank Common will receive F&M Common, which unlike
Bank Common has an active trading market on the NASDAQ
National Market System. In general, past trading of Bank
Common has been isolated.

- Affiliation with a holding company provides opportunity to
realize economies of scale and increased efficiencies of
operation, to the benefit of Bank shareholders and customers.

- Affiliation with F&M will also permit or enhance the
development of new products and services, including, but not
limited to, trust services, for bank customers.

- The Board of Directors believes that an affiliation with a
holding company such as F&M which emphasizes local autonomy is
in the best interest of shareholders, as it enhances bank
customer relationships and opportunities.

As an affiliate of F&M, the Bank will be able to provide its customers
with expanded banking, financing, and related services. The Merger is expected
to create economies of scale and enhance the ability of customers of the Bank
to obtain financial services provided by F&M to its other affiliates.

FOR THESE REASONS, THE BOARD OF DIRECTORS OF THE BANK UNANIMOUSLY
RECOMMENDS APPROVAL OF THE MERGER AND ACCEPTANCE OF THE TRANSACTIONS
CONTEMPLATED BY THE AGREEMENT.

-12-
<PAGE> 16

F&M

From F&M's standpoint, the combination of its business with that of
the Bank will expand F&M's service area to an additional market in Green
County, Wisconsin. This expands the areas of the state of Wisconsin served by
F&M Banks at an attractive location which is relatively near F&M existing
southwest Wisconsin banks. The acquisition of the Bank is also anticipated by
F&M to help F&M achieve economies of scale by combining certain operations and
creating additional efficiencies due to F&M's existing capacity to provide
various services to additional subsidiary banks such as the Bank. For example,
F&M offers its subsidiary banks centralized services relating to marketing,
credit review and analysis, auditing, human resources, accounting, investment
management and data processing, all of which could be provided for the Bank by
existing F&M personnel.

Negotiation of Terms

In February 1996, a depository institution approached the Bank about a
possible business combination, and that solicitation began the Bank's internal
process of considering possible combinations involving, and sales of, the Bank.
Subsequently, four other institutions contacted the Bank about a possible
business combination. Upon advice of its legal counsel, the Bank's management
also solicited an offer from F&M. In April and May 1996, the Board authorized
the Bank's management to solicit more definitive expressions of interest from
all six potential buyers for the Bank and to retain Banker Service Corporation
to conduct a valuation of Bank Common.

After receiving these bids and Banker Service Corporation's valuation,
the Board, with assistance of its legal counsel, evaluated the offers and
selected two of the bidders, including F&M, to make final presentations to the
Board.

A special meeting of the Board was held on June 10, 1996 at which F&M
and another bidder made their presentations which included their final offers.
On June 24, 1996 at a special meeting of the Board, the two presentations were
discussed and the Board determined that F&M's offer was superior to the other
offer from a strategic and financial point of view. The Bank also retained
Robert W. Baird & Co. Incorporated ("Baird") to provide a description and
analysis of F&M and F&M Common. Baird was not asked to render an opinion as to
any of the offers for the Bank. The Board then authorized Mr. Erlandson,
President of the Bank, to enter into the Letter of Intent with F&M, which was
entered into on August 7, 1996, and to conduct negotiations with F&M leading to
execution of the Agreement. In August 1996, after the execution of the letter
of intent with F&M, another depository institution contacted the Bank about a
potential business combination, but the offer was not defined in terms of price
or structure. The Bank's Board determined not to proceed with the other offer
in view of its general terms.

Once direct negotiations began, the terms of the Merger were
determined by arm's length negotiations between selected directors of the Bank,
particularly Mr. Erlandson, and the executive officers of F&M, particularly Mr.
Janssen.

Terms of Merger

The Agreement provides that the Bank will merge with and into F&M.
Pursuant to the terms of the Agreement, as of the effective time of the Merger,
each of the then outstanding shares of Bank Common will be converted into
shares of F&M Common. The Bank will then be a wholly-owned subsidiary of F&M.

Outstanding shares of Bank Common with respect to which the record or
beneficial holder has perfected dissenters' rights in strict accordance with
the requirements of Section 221.0705 through Section 221.0718 of the Wisconsin
Statutes will not be converted under the terms of the Agreement into shares of
F&M Common in the Merger. The holders thereof shall be entitled only to
payment of the "fair value" of their shares in accordance with that section.
See "Rights of Dissenting Shareholders" and Exhibit A hereto.

-13-
<PAGE> 17

Conversion of Bank Common Into F&M Common

In the Merger, and as provided in the Agreement, each share of Bank
Common automatically will be exchanged for that number of full shares of F&M
Common equalling the ratio that Bank Stock Price bears to the F&M Selling
Price. Only full shares of F&M Common will be issued. Fractional share
interests resulting from the Merger will be converted into cash at the F&M
Selling Price.

F&M Selling Price is defined in the Agreement as the average closing
price quoted on the NASDAQ National Market System on the fifteen (15) actual
trading days immediately prior to the five days before the "Closing Date." The
Bank Stock Price is calculated by reference to the adjusted equity ("Equity")
of the Bank, as defined in and determined under the Agreement as of the
"Valuation Date" multiplied by 1.60. The Agreement further provides that if
the F&M Selling Price is below $24.00, the Bank has the right to terminate the
Agreement, and if the F&M Selling Price exceeds $36.00 F&M has the right to
terminate the Agreement.

The "Valuation Date" is defined in the Agreement to mean the last day
of the month prior to the month in which the Closing Date occurs. The parties
expect that the Valuation Date will be as of February 28, 1997, assuming a
Closing Date shortly after the special meeting, and have agreed upon a
tentative valuation amount assuming that date.

The Equity is computed by first totalling the Bank's capital stock,
additional paid-in capital, accumulated earnings (deficit) and current earnings
(deficit) less the amount of any treasury stock, determined in accordance with
the Bank's established past practices. (Such amount excludes unrealized
securities gains and losses.) The Bank's Equity as thus determined will be
reduced by subtracting the amounts necessary to reflect the following: (a)
loans or leases which are considered as, or have the probability of becoming,
losses due to a change in circumstances after the date of the Agreement and
which have not already been written off by the Bank or otherwise reflected in
the Bank's Equity; (b) resulting from any material adverse change of the
business of the Bank or increasing its liabilities (exclusive of deposits) due
to a change of circumstances after the date of the Agreement; (c) as a result
of any unfunded or underfunded liability in the Bank's defined benefit pension
plan assuming the complete termination of such plan (which amount is currently
estimated at zero); (d) maintenance of Bank's reserve for loan and lease losses
of the greater of 1.0% of total loans and leases or $220,000; (e) to accrue for
all other liabilities and expenses of the Bank, including the expenses
associated with the transactions contemplated by the Agreement; (f) resulting
from a change in business practices or accounting practices which inflate the
Bank's Equity; (g) reflecting the fair market value, if less than book
value, for any other real estate owned by Bank; and (h) resulting from any
amount to be paid to an officer, director, shareholder or employee of the Bank
as a result of the change in control of the Bank. The Bank's Equity will be
determined by negotiation among the Bank and F&M. It is expected that Wipfli
Ullrich Bertelson LLP, the Bank's and F&M's independent auditors, would be
consulted in the event of a dispute; however, the ultimate determination will
be made by the parties themselves.

The total number of shares of Bank Common outstanding is 2,000.
Assuming a closing shortly after the Special Meeting, F&M and the Bank have
agreed that the Bank's total adjusted Equity will be deemed to equal $5.39
million, and the value per share will therefore be deemed to equal $2,695
(i.e., $5.39 million divided by 2,000).

Therefore, on the basis of the foregoing assumptions, and assuming no
further adjustment to the Equity of the Bank, the approximate exchange ratio
would have been 90.59 shares of F&M Common for each share of Bank Common (i.e.,
$2,695 divided by $29.75). However, the actual exchange ratio will depend upon
the actual trading price of F&M Common prior to the Closing Date and in the
event there are material changes to the adjusted net Equity of the Bank at the
Valuation Date, and may be higher or lower than the foregoing.

-14-
<PAGE> 18

Assuming a 90.59-for-1 exchange ratio, after the Merger, holders of
Bank Common as a group would own approximately 2.5% of outstanding shares of
F&M Common. On a pro forma basis at September 30, 1996, the Bank shareholders
would contribute 2.6% of the total assets, 2.8% of the deposits and 3.1% of the
capital of the combined entity. The Bank would contribute 2.7% and 2.5% of the
pro forma net income of the combined entity for the year ended December 31,
1995, and the nine months ended September 30, 1996, respectively.

Effective Time of the Merger

The Agreement provides that the Effective Time of the Merger shall be
the date specified in the Certificate of Consolidation issued by the Wisconsin
Division. The Certificate of Consolidation shall be requested as soon as
practicable after all conditions precedent to the parties' obligations have
been satisfied or waived. Unless further extended by agreement of the parties,
if the closing for the Merger has not taken place by April 30, 1997, F&M and
the Bank each may terminate the Agreement and abandon the Merger. See
"Conditions to the Merger" and "Waiver, Amendment or Termination" below.

Distribution of F&M Common

After the Special Meeting, either F&M or Firstar Trust Company, F&M's
transfer agent, or another agent acting on its behalf (the "Exchange Agent")
will send a notice and transmittal form to each holder of Bank shares, advising
such holder of the procedure for surrendering to the Exchange Agent
certificates representing the shares of Bank Common for exchange into one or
more certificates evidencing F&M Common, as provided in the Agreement. Such
exchange will be made as of the Effective Time of the Merger.

Until so surrendered, each outstanding certificate which prior to the
Effective Time represented shares of Bank Common will be deemed for all
purposes to evidence only the right to receive the shares of F&M Common into
which such shares of Bank Common have been converted; provided, however, unless
and until such certificates representing Bank Common are so surrendered, no
stock certificates representing the shares of F&M Common, nor any dividends or
other distributions of any kind payable in respect of shares of F&M Common into
which such Bank Common has been converted, shall be paid or delivered to the
holder of an unsurrendered certificate and no interest shall be earned on such
cash dividend amounts. After the Effective Time, upon surrender of
certificates representing shares of Bank Common, there shall be delivered to
the record holder of the certificates representing F&M Common issued in
exchange therefor, on or as soon as practicable after such date of surrender,
the amount of any such dividends, or other distributions, and the certificates
representing the F&M Common, which as of any date subsequent to the Effective
Time, but prior to the surrender of Bank certificates, became payable or
deliverable and were not paid or delivered to such holder with respect to such
shares.

Conditions to the Merger

The obligations of F&M to consummate the Merger are conditioned upon
obtaining the requisite approval of the Wisconsin Division and the FDIC.
Applications for approval of the acquisition were filed with the FDIC and the
Wisconsin Division on December 5, 1996. An application seeking approval from
the FRB under the Bank Holding Company Act was approved by the FRB in December
1996.

The obligations of both F&M and the Bank to consummate the Merger are
further conditioned upon the truth and correctness of the representations and
warranties made by the parties to the Agreement on and as of the closing date;
compliance by the other party with all obligations under the Agreement which
are to be performed or complied with prior to or on the closing date; the
absence of litigation or investigation in connection with the Merger; receipt
of an opinion of counsel as to certain federal income tax consequences of the
Merger; consummation of the Merger not later than April 30, 1997; and the
occurrence of all proceedings to be taken in connection with the Merger
transaction and the delivery of all documents incident thereto.

-15-
<PAGE> 19

The obligations of F&M are further conditioned upon approval of the
Merger by not less than a majority of the outstanding shares of the Bank, which
is being sought at the Special Meeting; qualification of the Merger for pooling
of interests accounting; exercise of dissenters' rights by holders of fewer
than 10% of the outstanding shares of Bank Common; registration of the shares
of F&M Common to be issued in the transaction pursuant to the Securities Act;
the Bank meeting specified earnings tests; and other conditions set forth in
the Agreement. See "Management after the Transaction" below.

The Agreement provides that F&M may terminate the Agreement in the
event that the F&M per share price is more than $36.00, and that the Bank may
terminate the Agreement in the event that the F&M per share price is less than
$24.00.

Waiver, Amendment or Termination

In addition to the right of F&M or the Bank to waive certain of the
conditions to their obligations to proceed with the Merger, the Agreement is
subject to amendment, modification and supplementation by a written agreement
signed by the duly authorized representatives of F&M and the Bank.

The Agreement may be terminated and the Merger abandoned without
liability on the part of any party at any time prior to the Closing Date by
mutual consent of F&M and the Bank, or by either F&M or the Bank if the
conditions to their obligations to proceed under the Agreement have not been
met or waived in writing. In the event of termination and abandonment, not as
a result of a breach of the Agreement, each party would be responsible to pay
its own expenses incident to the Merger.

Management after the Merger

Upon consummation of the Merger, F&M expects to continue to operate
the Bank as a separate entity under the direction and general policies of F&M,
and the Bank's board of directors. F&M initially intends to retain the Bank's
current employees, officers and board of directors, with the addition of Gail
E. Janssen, Chairman of the Board and Chief Executive Officer of F&M, or
another F&M designee, as a member of the Board of Directors of the Bank. F&M
performs certain functions and provides various services (such as internal
audit, marketing and lending assistance, investment coordination, etc.) for its
subsidiary banks, and expects to do the same for the Bank. F&M will receive a
management fee from the Bank for these functions and services.

In March 1995, the Bank entered into supplemental retirement
agreements with Stanley W. Erlandson, Carole Badertscher and Nancy Church,
currently President/Chief Executive Officer, Assistant Vice President and
Administrative Assistant, respectively, of the Bank. The Agreement also
provides that the current members of the Bank's board of directors may remain
directors until two years from the Effective Time of the Merger.

Federal Income Tax Consequences

McCarty, Curry, Wydeven, Peeters & Haak, counsel to F&M, expects to
issue a legal opinion as to the tax-free nature of the Merger to holders of
Bank Common under federal law, and such an opinion is a condition to
consummation of the transactions contemplated by the Agreement. However, the
parties have not sought any rulings from the Internal Revenue Service that the
Merger constitutes a non-taxable reorganization under the Internal Revenue Code
of 1986, as amended (the "Code"). The parties also have not sought any rulings
or opinions with respect to the state or local tax consequences of the Merger.
In the Agreement, F&M has made no representations or warranties as to tax
consequences. Bank shareholders are therefore urged to consult their own tax
advisors as to the tax effects of the Merger on their own particular
situations.

-16-
<PAGE> 20

The McCarty, Curry, Wydeven, Peeters & Haak opinion as to the federal
income tax effects of the proposed transaction, which will be delivered upon
the closing of the Merger, is expected to include the following matters: (a)
No gain or loss will be recognized by holders of Bank Common who receive solely
shares of F&M Common in exchange for their shares of Bank Common; (b) The
aggregate basis of the shares of F&M Common received by holders of Bank Common
in the transaction will be the same as the basis of their shares of Bank Common
surrendered in exchange therefor; and (c) The holding period of the shares of
F&M Common received by holders of Bank Common in the exchange will include the
holding period for their shares of Bank Common exchanged therefor, provided
their shares of Bank Common were held as capital assets on the date of the
exchange.

A Bank shareholder who receives cash in lieu of a fractional share
interest in F&M Common will be treated as having received the cash in
redemption of the fractional share interest. The receipt of cash in lieu of a
fractional share interest should generally result in capital gain or loss to
the holder equal to the difference between the amount of cash received and the
portion of the holder's federal income tax basis in the Bank Stock allocable to
the fractional share interest. Such capital gain or loss will be long term
capital gain or loss if the holder's holding period for the F&M Common
received, determined as set forth above, is longer than one year.

Resale of F&M Common

The shares of F&M Common to be issued to Bank shareholders in the
Merger have been registered under the Securities Act and may be freely traded
by Bank shareholders who, at the Effective Time, are not "affiliates" of the
Bank and who are not "affiliates" of F&M at the time of the proposed resale.

Shares of F&M Common received by "affiliates" of the Bank may be
resold by them only (i) in conformity with the resale provisions of Rule 145
under the Securities Act, (ii) pursuant to a further registration under the
Securities Act, or (iii) in accordance with another available exemption from
the registration requirements of the Securities Act. F&M's obligation to
consummate the Merger is conditioned upon the receipt of an executed
Affiliate's Undertaking to comply with such resale restrictions from each
person who may be deemed an "affiliate" of the Bank within the meaning of the
Securities Act and Rule 145.

An "affiliate" is defined under the rules promulgated pursuant to the
Securities Act as a person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, an
entity. For this purpose, the Bank will treat each executive officer, director
and greater-than-5% shareholder of the Bank, and each other person identified
by counsel for the Bank as a person who may be deemed to be an affiliate, as an
affiliate. Shares of F&M Common issued to such persons in the Merger will be
transferable only in compliance with the Affiliate's Undertaking. F&M is not
obligated to register F&M Common owned by affiliates of the Bank under the
Securities Act for resale.

Each of the persons executing an Affiliate's Undertaking also will
represent that he or she will not dispose of or otherwise reduce his or her
risk relative to any beneficially owned shares of F&M Common prior to the
publication by F&M of an earnings statement covering at least 30 days of
operations subsequent to the Effective Time of the Merger, and has not sold or
otherwise reduced his or her risk relative to any shares of F&M Common or
shares of Bank Common beneficially owned by such person within a 30 day period
preceding the Effective Time. The purpose of these requirements is to
demonstrate the continuity of risk-sharing necessary for pooling of interests
accounting treatment.

Accounting Treatment

F&M intends to account for the acquisition of the Bank using the
pooling of interests method of accounting. F&M's ability to use pooling of
interests accounting is a condition to the Merger.

-17-
<PAGE> 21

RIGHTS OF DISSENTING BANK SHAREHOLDERS OF THE BANK

Pursuant to Sections 221.0705 through 221.0718 of the Wisconsin
Statutes, any shareholder of the Bank, or beneficial shareholder of the Bank
who is the beneficial owner of shares held by a nominee as the shareholder of
record, has the right to object to the Merger and demand payment of the "fair
value" of his shares in cash. Any Bank Shareholder or beneficial shareholder
electing to do so must file with the Bank, before the Merger vote is taken, a
written notice of objection that complies with Section 221.0709 of the
Wisconsin Statutes. Furthermore, the Bank Shareholder or beneficial
shareholder may not vote his or her shares in favor of the proposed Merger.

If the Merger is approved by the requisite vote, the Bank shall send
within 10 days after such approval to any dissenting shareholder who has
preserved his or her dissenters' rights by filing such objection and refraining
from voting his shares in favor of the Merger, a dissenters' notice including
or having attached a form for demanding payment that requires the shareholder
or beneficial shareholder asserting dissenters' rights to certify whether he or
she acquired beneficial ownership of the shares before the first announcement
to the news media or to shareholders of the terms of the proposed Merger, a
statement indicating where the shareholder or beneficial shareholder must send
the payment demand and where and when certificates for the Bank shares must be
deposited, a date by which the Bank must receive the payment demand and a copy
of the dissenters' rights statutes under the Wisconsin Statutes. Persons
receiving a dissenters' notice must demand payment in writing within the
requisite time and certify whether they acquired beneficial ownership of the
shares before the date specified in the dissenters' notice. The dissenter's
Bank share certificates must also be deposited in accordance with the terms of
the notice.

A Bank Shareholder may assert dissenters' rights as to fewer than all
shares registered in his or her name only if the shareholder dissents with
respect to all shares beneficially owned by any one person and notifies the
Bank in writing of the name and address of each person on whose behalf he
asserts dissenters' rights. In order to assert dissenters' rights, a
beneficial shareholder must submit to the Bank the shareholder's written
consent to the dissent not later than the time that the beneficial shareholder
asserts dissenters' rights, which consent should be with respect to all shares
of which he or she is the beneficial shareholder.

As soon as the Merger is effectuated or upon receipt of a payment
demand, whichever is later, the Bank shall pay each shareholder who has
perfected his dissenters' rights the amount that the Bank estimates to be the
fair value of his shares plus accrued interest. The payment shall be
accompanied by the Bank's latest available audited financial statements, a
statement of the Bank's estimate of the fair value of the shares, an
explanation of the calculation of interest, a statement of the dissenter's
right to demand payment if the dissenter is dissatisfied with the Bank's
payment, and a copy of the dissenters' rights statutes.

The Bank may elect to withhold payment from a dissenter who was not
the beneficial owner of shares before the date specified in the dissenters'
notice. To the extent the Bank elects to withhold such payment after
effectuating the Merger, the Bank shall estimate the fair value of the shares
plus accrued interest and shall pay that amount to each dissenter who agrees to
accept it in full satisfaction of his demand. The Bank shall send with its
offer of payment a statement of its estimate of the fair value of the shares,
an explanation of how interest was calculated, and a statement of the
dissenter's right to demand payment if he is dissatisfied with the offer.

A dissenter, within 30 days after the Bank has made or offered payment
for his shares, shall notify the Bank in writing in accordance with Section
221.0716 of the Wisconsin Statutes if he is dissatisfied with the payment or
offer. The notice shall state the dissenter's estimate of the fair value of
his shares and the amount of interest due and demand payment of that estimate
less the payment already received from the Bank, or for dissenters whose
payments have been withheld, reject the offer of payment and demand payment of
the fair value of his shares and interest due if certain conditions are
satisfied.

If a dissenter's demand for payment remains unsettled, the Bank may
bring a special proceeding within 60 days after receiving the payment demand
and petition a court to determine the fair value of Bank shares and accrued
interest. If this special proceeding is not brought within the 60-day period,
the Bank must pay each dissenter whose demand remains unsettled the amount
demanded.

-18-
<PAGE> 22

For purposes of Section 221.0705(4) of the Wisconsin Statutes, the
"fair value" of Bank shares is determined immediately before the effectuation
of the Merger, excluding any appreciation or depreciation in anticipation of
the Merger unless such exclusion would be inequitable.

The full text of Sections 221.0705 through 221.0718 of the Wisconsin
Statutes is set forth as Exhibit A to this Supplemental Statement. Since the
foregoing description is not a complete summary of its provisions, any
shareholder who may be considering exercising his rights as a dissenter is
urged to refer to such text. The provisions of Section 221.0705 through
221.0718 require strict compliance, and any Bank shareholder who wishes to
object to the Merger and demand payment for his or her shares should consult
his own attorney or advisor.

If an the Bank Shareholder fails to perfect his or her dissenters'
rights by failing strictly to comply with the applicable statutory
requirements, he or she will be bound by the terms of the Agreement. An
executed proxy on which no voting direction is made will be voted FOR approval
of the Merger, so a dissenting shareholder who wishes to have his or her shares
represented by a proxy at the Bank Special Meeting but preserve his dissenters'
rights must mark his or her proxy card either to vote against the Merger or to
abstain from voting thereon, in addition to complying with the other
requirements as described herein.

A condition of the obligations of both F&M and Subsidiary to
consummate the Merger is that the holders of less than 10% of the issued and
outstanding the Bank Common will have elected to exercise their dissenters'
rights. See "The Merger - Conditions to the Merger".

-19-
<PAGE> 23

MARKET INFORMATION AND DIVIDENDS

F&M

F&M Common trades on The NASDAQ Stock Market ("NASDAQ") under the
symbol "FMBK". F&M had approximately 2,775 shareholders of record at December
31, 1996. The following table summarizes high and low prices and cash
dividends paid for F&M Common for the fourth quarter of 1996 and to date in the
first quarter of 1997. The high and low prices represent actual trade prices
as reported on NASDAQ.

<TABLE>
<CAPTION>
CALENDAR CASH DIVIDENDS
PERIOD HIGH LOW PAID PER SHARE
- ------------------------------ ---- --- --------------
<S> <C> <C> <C> <C>
1996 4th quarter $32.00 $29.75 $.17

1997 1st quarter $30.25 $29.25 --
(through January 8)
</TABLE>

See page 7 of the Prospectus for F&M Market Information and Dividends for
previous quarters.

The Bank

The number of holders of record of Bank Common at December 31, 1996,
was approximately 136.

Trading in shares of Bank Common is infrequent, and there is no
independent market with respect to such shares. To Bank's management's
knowledge there have been only three transactions in Bank Common since 1993:
November 1994, five shares of Bank Common purchased for $300.00 per share;
November 1994, five shares of Bank Common purchased for $300.00 per share; and
January 1996, five shares of Bank Common purchased for $500.00 per share.

The following table presents the total annual payment of dividends per
share of Bank Common:

Calendar Year Dividends Paid
------------- --------------
1994 $18.00
1995 $20.00
1996 $20.00

The Agreement provides that the Bank shall not pay any dividends in
1997 unless the Effective Time is delayed until June 1997, and then total
dividends are limited to $20,000. In the event the Bank pays dividends in
excess of that amount, F&M may either terminate the transaction, or reduce the
consideration to be received per share of Bank Common by 1.6 times the amount
of any such excess dividend.

-20-
<PAGE> 24

F&M BANCORPORATION, INC.

See the Prospectus for further information included, or incorporated
therein by reference, regarding F&M. For convenient reference, certain recent
summary financial information regarding F&M is set forth below.
<TABLE>
<CAPTION>
Nine Months ended
September 30 Years ended December 31,
------------------- --------------------------------
1996 1995 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
(unaudited; dollars in thousands, except per share data)
SUMMARY OF OPERATIONS (1)
Interest Income $ 63,899 $56,153 $ 76,091 $ 63,942 $ 61,302
Interest expense 28,781 24,890 33,807 25,074 25,164
------ ------ ------ ------ ------
Net interest income 35,118 31,263 42,284 38,868 36,138
Provision for loan losses 1,289 1,127 1,653 1,338 1,329
Non-interest income 4,182 3,461 4,649 4,112 5,286
Net income before cumulative
effect of change in accounting 10,680 8,676 11,987 8,425 8,827
principle (2) 10,680 8,676 11,987 8,425 8,899
Net income
Net income applicable to 10,680 8,676 11,987 8,403 8,713
common stock

PERIOD END BALANCE SHEET DATA (1)
Total assets $1,130,742 $976,166 $996,278 $921,384 $877,964
Net loans 819,778 693,825 691,123 642.136 553,291
Total deposits 971,279 847,208 866,712 805,431 768,144
Short-term borrowings 37,960 11,547 12,194 19,846 5,844
Other borrowings 9,217 15,833 10,833 6,366 13,941
Preferred stock 0 0 0 0 2,073
Total shareholders' equity 101,977 91,082 94,067 82,931 82,866
PER SHARE DATA (1)(3)
Net income per common share
before cumulative effect of
change in accounting
principle (2) $1.53 $1.28 $1.76 $1.23 $1.33
Net income per common share 1.53 1.28 1.76 1.23 1.35
Cash dividends (4) .497 .409 .546 .436 .327
- -------------------
</TABLE>

(1) Includes the results of operations of Bradley Bank from its
acquisition in May 1996. Except as indicated, the data have been
restated to reflect F&M's acquisition of F&M Bank-Portage County in
1993, F&M Bank-Northeast (including both the First National and
Pulaski acquisitions) in 1994, F&M Bank-Waushara County in 1995 and
F&M Bank-Algoma in 1996 using the pooling of interests method of
accounting. See Note 3 of Notes to F&M's Consolidated financial
Statements incorporated herein by reference. The data prior to
January 1, 1996 have not been restated to reflect F&M's acquisition of
Monycor in February 1996 because that acquisition did not have a
material effect on F&M's results of operations or financial condition.
(2) Cumulative effect of change in accounting principle in 1993 represents
the adoption of SFAS No. 109 (Accounting for Income Taxes) by a bank
subsequently acquired by F&M.
(3) Per share information has been restated to reflect the 10% stock
dividend paid to stockholders on June 10, 1996.
(4) Cash dividends per share are not restated to reflect the acquisitions
accounted for using the pooling of interests method of accounting.

-21-
<PAGE> 25

BANK SELECTED FINANCIAL DATA

The selected financial data presented below for Green County Bank (the
"Bank") for each of the years in the five year period ended December 31, 1995,
are derived from the financial statements of the Bank and should be read in
conjunction with other financial information presented elsewhere in this
Supplemental Statement. The financial statements of the Bank for the year
ended December 31, 1995, have been audited by Wipfli Ullrich Bertelson to the
extent indicated in their report thereon. The selected financial data for the
years ended December 31, 1994, 1993, 1992 and 1991 are unaudited, but in the
opinion of the Bank management reflect all adjustments, consisting of normal
recurring accruals, considered necessary for a fair presentation. The
information presented below should be read in conjunction with the separate
financial statements and notes thereto of the Bank, and the Bank's Managements
Discussion and Analysis of Results of Operations and Financial Condition, all
included elsewhere in this Supplemental Statement.

<TABLE>
<CAPTION>
Nine Months ended
September 30, Years ended December 31,
-------------------- -------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
--------- -------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
(dollars in thousands, except per share data)
SUMMARY OF OPERATIONS:
Interest income $1,813 $1,669 $2,264 $2,030 $2,032 $2,136 $2,186
Interest expense 933 808 1,117 909 957 1,119 1,270
--------- -------- ------- ------- ------- ------- -------
Net interest income 880 861 1,147 1,121 1,075 1,017 916
Provision for loan losses 13 14 18 12 0 0 12
--------- -------- ------- ------- ------- ------- -------
Net interest income after 867 847 1,129 1,109 1,075 1,017 904
provision for loan losses

Non-interest income 113 132 172 163 148 130 100
Non-interest expense 556 599 793 813 816 751 718
--------- -------- ------- ------- ------- ------- -------
Income before provision for
income taxes and cumulative
effect of change in
accounting principle 424 380 508 459 407 396 286
Provision for income taxes 146 137 176 149 132 139 92
Income before cumulative
effect of change in
accounting principle 278 243 332 310 275 257 194
Cumulative effect of
change in accounting
principle 0 0 0 0 37 0 0
--------- -------- ------- ------- ------- ------- -------
Net income $278 $243 $332 $310 $312 $257 $194
========= ======== ======= ======= ======= ======= =======
PERIOD END BALANCE SHEET DATA:
Total assets $31,519 $30,166 $31,253 $28,392 $28,301 $26,575 $24,145
Net loans 21,849 20,674 21,190 20,489 18,318 16,375 14,722
Securities 5,973 5,430 5,855 5,778 6,488 6,905 6,332
Total deposits 28,043 27,002 28,043 25,524 25,729 24,187 21,971
Total stockholders' equity 3,245 2,923 2,995 2,637 2,428 2,152 1,916

PER COMMON SHARE DATA:
Net income $139.00 $121.50 $166.26 $154.80 $156.38 $129.00 $97.00
Period end book value 1,622.50 1,461.50 1,497.47 1,318.38 1,213.83 1,076.03 958.00
Dividends 10.00 10.00 20.00 18.00 18.00 12.00 12.00
</TABLE>

-22-
<PAGE> 26

BANK MANAGEMENTS DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

GENERAL

The following discussion and analysis provides information regarding
the historical results of operations and financial condition of the Bank for
the nine month periods ended September 30, 1996 and 1995, and the years ended
December 31, 1995, 1994 and 1993. This discussion and analysis should be read
in conjunction with the related financial statements and notes thereto and the
other financial information included herein.

NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH 1995

RESULTS OF OPERATIONS

For the nine months ended September 30, 1996, the Bank's net income
increased by $26,000 from the same period in 1995, to $278,000.

NET INTEREST REVENUE

Net interest revenue increased by $19,000, or 2.2%, to $880,000
principally from an increase in interest-earning assets. This change was
partially offset by an increase in interest-bearing liabilities and an increase
in the cost of interest-bearing liabilities.

PROVISION FOR LOAN LOSSES

The amount charged to provision for loan losses is based on
management's evaluation of the loan portfolio. Management determines the
adequacy of the allowance for loan losses based on past loan loss experience,
current economic conditions, composition of the loan portfolio and the
potential for future loss. A total of $13,000 and $14,000 was provided for
loan losses in the first nine months of 1996 and 1995, respectively. Total
non-performing loans increased $14,000 at September 30, 1996 from one year
earlier. Non-performing loans totaled $70,000 at September 30, 1996 and
$56,000 in 1995. Net charge-offs increased to $13,000 in 1996 from $6,000 one
year earlier.

OTHER OPERATING REVENUE AND EXPENSES

Other operating revenue decreased $19,000 from $132,000 for the first
nine months of 1995 to $113,000 in the same period for 1996. Service charges
decreased $11,000 and other fee income decreased $14,000 while loss on sales of
investment securities was -0- in 1996 and $6,000 in 1995.

Total other operating expenses decreased $43,000, or 7.2%, to $556,000
for the nine months ended September 30, 1996 compared to the same period in
1995. Salaries and benefits decreased $25,000 or 7.6% to $304,000. Occupancy
expenses increased $8,000 in 1996 from 1995 while other operating expenses
decreased $26,000 or 14.5% to $153,000 in 1996.

INCOME TAXES

Income tax expense remained relatively consistent at $146,000 in 1996
as compared to $137,000 in 1995. Income tax expense was 34.4% of income
before income taxes in 1996 and 36.0% in 1995.

-23-
<PAGE> 27

FINANCIAL CONDITION

Total assets of $32 million at September 30, 1996 increased $1.4
million, or 4.5% from September 30, 1995. Total deposits increased $1.0
million from 1995 to 1996. The increased deposits were primarily used to fund
loans which increased $1.2 million from 1995 to 1996. During this same period
investment securities increased $543,000. Federal funds sold at September 30,
1996 decreased $242,000 to $2.0 million at September 30, 1996.

LOAN PORTFOLIO

The following table sets forth the major categories of loans
outstanding and the percentage of total loans for each category at September
30, 1996.

<TABLE>
<CAPTION>
Amount Percent
------ -------
(In Thousands)
<S> <C> <C>
Commercial $ 1,796 8.1%
Agricultural production 2,637 12.0
Real estate:
Commercial 4,971 22.5
Agricultural 1,754 7.9
Residential 6,520 29.6
Other 4,388 19.9
------- -----

Total loans $22,066 100.0%
======= =====
</TABLE>

NON-PERFORMING ASSETS

Non-performing assets are a broad measure of problem loans. The
following table sets forth the amount of the Bank's non-performing loans, other
real estate owned and other non-performing assets and each of their percentages
to total loans at September 30, 1996.

<TABLE>
<CAPTION>
Amount
(In Thousands) Percent
-------------- -------
<S> <C> <C>
Non-accrual loans $28 .1%
Accruing loans past due 90 days or more 42 .2
--- --
Total non-performing loans 70 .3

Other real estate owned -- --
--- --
Total non-performing assets $70 .3%
=== ===
</TABLE>

-24-
<PAGE> 28

SUMMARY OF LOAN LOSS EXPERIENCE

The following table summarizes loan balances at September 30, 1996,
changes in the allowance for loan losses arising from loans charged off and
recoveries on loans previously charged off, by loan category; and provisions
for loan losses that have been charged to expense.

<TABLE>
<CAPTION>
For Nine Months Ended
September 30, 1996
----------------------------
(Dollars In Thousands)
<S> <C>
Average balance of loans for period $21,261
========

Allowance for loan losses at beginning of period $ 217
Loan charge-offs:
Commercial, municipal and agricultural 11
Real estate - Mortgage 2
--------

Total charge-offs 13

Total recoveries --
--------

Net charge-offs 13
Provision for loan charge-offs 13
--------

Allowance for loan losses at end of period $ 217
========

Ratio of net charge-offs during the period to average loans outstanding .06%
========

Allowance for loan losses to total loans 0.98%
========
</TABLE>

CAPITAL

Total stockholders' equity increased $250,000 to $3,245,000 from
December 31, 1995 to September 30, 1996 due to net income of $278,000 less an
increase in net unrealized losses on investment securities available for sale
of $8,000 and dividends of $20,000. Capital requirements set by federal
regulatory agencies establish minimum capital guidelines. A comparison of the
Bank's capital as of September 30, 1996 with the minimum requirements is
presented below:

<TABLE>
<CAPTION>
Actual Minimum
September 30, 1996 Requirements
------------------ ------------
<S> <C> <C>
Tier 1 Risk-based Capital 13.82% 4.00%
Total Risk-based Capital 14.74% 8.00%
Leverage Ratio 10.52% 3.00%
</TABLE>

According to FDIC capital guidelines, the Bank is considered to be "Well
Capitalized."

-25-
<PAGE> 29

FISCAL 1995 COMPARED TO 1994 AND 1993

RESULTS OF OPERATIONS

For the year ended December 31, 1995, net income was $332,000, an
increase of $22,000, or 7.1% from 1994. For the year ended December 31, 1994,
net income was $310,000, a decrease of $2,000, or .6%, from the 1993 net income
of $312,000.

NET INTEREST REVENUE

Net interest revenue stayed constant at $1.1 million in 1995 and 1994.
Total interest income increased 11.5% to $2.3 million in 1995. Average earning
assets increased $2.1 million to $28.9 million in 1995 over 1994. Average
yields on loans increased to 9.13% from 8.71%, while the yield on investments
increased to 5.72% from 5.69%. Deposit costs increased slightly from 4.09% at
December 31, 1994, to 4.86% at December 31, 1995. Interest bearing liabilities
increased 10.1% or $2.3 million from 1994 to 1995.

Net interest revenue increased $46,000 or 4.3% to $1.1 million in
1994. Total interest income decreased $2,000 in 1994 from 1993. Average
earning assets increased $1.4 million from 1993 to 1994 while interest bearing
deposits increased $3.7 million.

PROVISION FOR LOAN LOSSES

OTHER OPERATING REVENUE AND EXPENSES

Other operating revenue increased $9,000 to $172,000 in 1995,
primarily due to increases in service fees and commission income. Other
operating revenue increased $15,000 in 1994 from $148,000 in 1993.

Other operating expenses decreased $20,000 in 1995. Salaries and
benefits accounted for a $17,000, or 3.6%, decrease while occupancy expenses
increased $22,000, or 21.6%, and all other operating expenses decreased
$24,000, or 9.9%, as a result of decreased FDIC premiums partially offset by
other increases. Other operating expenses decreased $3,000, or .4%, to
$813,000 in 1994 from 1993. Increases in salaries and benefits and occupancy
expense were offset by reductions in data processing expenses.

INCOME TAXES

Income taxes were $176,000 in 1995 compared with $149,000 in 1994 and
$132,000 in 1993. Tax expense as a percent of income before income taxes was
34.6% in 1995, 32.5% in 1994 and 32.4% in 1993.

SFAS No. 109, "Accounting for Income Taxes" (SFAS No. 109), was issued
by the FASB in February 1992 and required a change from deferred method to the
asset and liability method of accounting for income taxes. Under the asset and
liability method of SFAS No. 109, deferred income taxes are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to be recovered or settled. Under SFAS No. 109, the
effect on deferred taxes of a change in tax rates is recognized in income in
the period that includes the enactment date. The Bank adopted SFAS No. 109 in
1993 and recognized a cumulative benefit of $36,842 in 1993.

-26-
<PAGE> 30

FINANCIAL CONDITION

At December 31, 1995, total assets of $31.2 million represent an
increase of 10.0% or $2.9 million from a year earlier. The increase resulted
primarily from an increase in deposits of $2.5 million from $25.5 million and
increase in stockholders' equity of $358,000. Loans increased $701,000 while
cash and cash equivalents increased $2.0 million and investments increased
$77,000.

LOAN PORTFOLIO

The following table sets forth the major categories of loans
outstanding and the percentage of total loans for each category at the dates
indicated.

<TABLE>
<CAPTION>
December 31,
-----------------------------------------------------------------------------------
1995 1994 1993
--------------------------- -------------------------- --------------------------
Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Commercial $ 1,847 8.63% $ 1,738 8.40% $ 1,591 8.59%
Agricultural production 2,917 13.63 2,764 13.36 3,211 17.35

Real estate:
Commercial 4,470 20.88 3,831 18.51 2,162 11.68
Agricultural 1,502 7.02 1,682 8.13 1,199 6.48
Residential 5,865 27.40 6,391 30.88 6,354 34.32
Other 4,806 22.44 4,288 20.72 3,994 21.58
------- ------- ------- ------- ------- -------
Total loans $21,407 100.00% $20,694 100.00% $18,511 100.00%
======= ======= ======= ======= ======= =======
</TABLE>

-27-
<PAGE> 31

NON-PERFORMING ASSETS

Non-performing assets are a broad measure of problem loans. The
following table sets forth the amount of the Bank's non-performing loans, other
real estate owned and non-performing assets and each of their percentages to
total loans as of the dates indicated.

<TABLE>
<CAPTION>
December 31,
----------------------------------------------------------------
1995 1994 1993
------------------- ------------------ --------------------
Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Non-accrual loans $24 0.11% $13 0.06% $14 0.08%
Accruing loans past due 90 days 0 0.00 0 0.00 0 0.00
--- ---- --- ---- --- ----
or more
Total non-performing loans 24 0.11 13 0.06 14 0.08
Other real estate owned 0 0.00 0 0.00 0 0.00
--- ---- --- ---- --- ----
Total non-performing assets $24 0.11% $13 0.6% $14 0.08%
=== ==== === ==== === ====
</TABLE>

-28-
<PAGE> 32

SUMMARY OF LOAN LOSS EXPERIENCE

The following table summarizes loan balances at the end of each
year; changes in the allowance for loan losses arising from loans charged off
and recoveries on loans previously charged off, by loan category; and
provisions for loan losses that have been charged to expense.

<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
(dollars in thousands)
Average balance of loans for year $21,202 $20,368 $18,508
============= ============= =============
Allowance for loan losses at beginning of year $ 205 $ 193 $ 189

Loan charge-offs:
Commercial, municipal and agricultural 6 0 0
Consumer 0 0 2
------------- ------------- -------------
Total charge-offs 6 0 2

Loan recoveries:
Consumer 0 0 6
------------- ------------- -------------

Total recoveries 0 0 6
------------- ------------- -------------

Net loan charge-offs (recoveries) 6 0 (4)

Provision for loan losses 18 12 0
------------- ------------- -------------

Allowance for loan losses at end of year $217 $205 $193
============= ============= =============

Ratio of net charge-offs during year to
average loans outstanding 0.03% 0.00% (.02%)

Allowance for loan losses to total loans 1.01% 0.99% 1.04%
</TABLE>

CAPITAL

Total stockholders' equity increased $358,000 to $3.0 million from
1994 to 1995, as compared to an increase of $209,000 from 1993 to 1994. The
1995 increase includes a positive impact of $66,000, and the 1994 increase is
net of a $64,000 negative impact, due to the adjustment to fair value of
investment securities available for sale.

LIQUIDITY

The management of assets and liabilities provides for the availability
of funds to meet loan commitments, deposit withdrawals and other maturing
liabilities. Liquidity to service these requirements is generated from
maturing short and long-term assets, internally generated earnings and from new
deposits. Management of the Bank has tended to rely on the maturity structure
of loans, investments available for sale and transactions in federal funds to
meet liquidity needs. The Bank does not rely on brokered deposits as a source
of liquidity. The Bank's liquidity management is not only as a point in time,
but also involves the future estimated needs of the market area served by the
Bank. The Bank primarily monitors the liquidity ratio of rate-sensitive assets
to rate-sensitive liabilities in

-29-
<PAGE> 33

the one-year time range. The ratio in the one year category has ranged between
80.5% and 117.3% between 1993 and 1995. During the same time period, the ratio
of total loans to total deposits has ranged between 72% and 81%.

The following table shows the approximate rate-sensitivity gap
position at December 31, 1995:

<TABLE>
<CAPTION>
0 - 90 91 - 365 1 - 5 Over 5
Days Days Years Years Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
(dollars in thousands)
Loans $2,633 $6,439 $11,719 $ 616 $21,407
Investment securities 595 1,364 3,520 376 5,855
Other earning assets 2,432 -- -- -- 2,432
----------- ------------ ----------- ----------- -----------

Total rate-sensitive assets (RSA) $5,660 $7,803 $15,239 $992 $29,694
=========== ============ =========== =========== ===========

Interest-bearing deposits $4,183 $7,766 $5,653 $7,368 $24,970
=========== ============ =========== =========== ===========

Total rate-sensitive liabilities (RSL) $4,183 $7,766 $5,653 $7,368 $24,970
=========== ============ =========== =========== ===========

Interest sensitivity gap $1,477 $37 $9,586 $(6,376) $4,724
=========== ============ =========== =========== ===========

Cumulative interest sensitivity gap $1,477 $1,514 $11,100 $4,724
=========== ============ =========== ===========

Ratio of cumulative rate-sensitivity 26.1% 11.2% 38.7% 15.9%
gap to RSA =========== ============ =========== ===========

Cumulative ratio of rate-sensitive assets 135.3% 112.7% 163.1% 118.9%
to rate-sensitive liabilities =========== ============ =========== ===========

</TABLE>

Management's overall strategy is to coordinate the volume of
rate-sensitive assets and liabilities to minimize the impact of interest rate
movements on the net interest margin. The above table reflects a positive gap
position for all years. Management assumes: 100% of savings accounts are not
rate sensitive and are included in the 5+ years category; 33.3% of NOW accounts
are 0-90 days, with the balance in 1-5 years; and 66.7% of money market
accounts are 0-90 days, with the balance in 1-5 years. A negative position is
favorable in a falling interest rate environment; a positive position is
favorable in a rising interest rate environment. The gap is within the
acceptable range established by management at each level of maturity, most
significantly management's target range at the one-year level.

-30-
<PAGE> 34

RECENT ACCOUNTING DEVELOPMENTS

Effective January 1, 1995, the Bank adopted SFAS No. 114, "Accounting
by Creditors for Impairment of a Loan," as amended by SFAS No. 118,
"Accounting by Creditors for Impairment of a Loan--Income Recognition and
Disclosures." There was no impact on net income as a result of the adoption of
SFAS No. 114 at January 1, 1995.

In May 1993, the Financial Accounting Standards Board (FASB) issued
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." As required under the statement, the Bank adopted the provisions
of the new standard at the beginning of 1994. In accordance with SFAS No. 115,
prior-period financial statements were not restated to reflect the change in
accounting principle. The impact of the adoption of SFAS No. 115 on January 1,
1994, was an increase in the value of investment securities of $12,400, an
increase in deferred tax liabilities of $5,149, and an increase in
stockholders' equity of $7,251. The adoption of SFAS No. 115 had no impact on
1994 net income.

Effective January 1, 1993, the Bank adopted the liability method of
accounting for income taxes prescribed by SFAS No. 109. Deferred tax assets
and liabilities are determined based on the temporary differences between the
consolidated financial statement and tax bases of assets and liabilities as
measured by the enacted tax rates which will be in effect when these
differences are expected to reverse. Deferred tax expense (benefit) is the
result of changes in the deferred tax asset and liability. The Bank elected to
recognize the cumulative effect of the change as of January 1, 1993, totaling
$36,842, as a credit to income in 1993.

SFAS No. 122, "Accounting for Mortgage Servicing Rights," was issued
and is effective for fiscal years beginning after December 15, 1995. SFAS No.
122 requires recognition as a separate asset, the rights to service mortgage
loans for others. This would occur when an entity would sell loans while
retaining the mortgage servicing rights. Since the Bank does not retain
servicing rights on loans it sells, the adoption of SFAS No. 122 will not have
a material impact.

The FASB issued SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," in March 1995.
SFAS No. 121 requires long-lived assets and certain intangibles to be held and
used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset may not be recoverable.
The statement also requires long-lived assets and certain intangibles to be
disposed of be reported at the lower of carrying amount or fair value less cost
to sell. This statement was required to be adopted by the Bank effective
January 1, 1996. The adoption of SFAS No. 121 did not have a significant
impact on the Bank's financial condition or results of operations.

-31-
<PAGE> 35

GREEN COUNTY BANK

Business

The Bank offers a wide range of traditional bank services through its
full service office. These include commercial, consumer, agricultural and real
estate lending, depository account services, and other services to individuals
and businesses. The Bank also offers WHEDA first time home buyer loans. The
Bank does not offer trust services. The Bank's business is a general mix of
business, agricultural and consumer banking. There is one TYME machine located
at the main office in Brodhead.

The Bank's primary service area extends from Brodhead in a seven to
ten mile radius in Green County and Rock County, Wisconsin. The Bank's main
office is located at 1035 1st Center Avenue, Brodhead, Wisconsin.

The Bank is a Wisconsin state bank, subject to regulation by the
Wisconsin Division and the FDIC. The Bank's deposits are insured by the FDIC,
up to statutory limits.

See "Index to Financial Statements" for historical financial
statements of the Bank.

Management

The directors of the Bank are elected by its shareholders and serve
for one-year terms. The following persons currently serve as directors of the
Bank:

<TABLE>
<CAPTION>
Name and Age Principal Occupation Director Since
------------ -------------------- --------------
<S> <C> <C>
Bruce W. Timm, 65 Auto Dealer 1960
Stanley W. Erlandson, 54 President/Chief Executive Officer of
the Bank 1986
Paul L. Haraldson, 71 Retired 1973
Raymond J. Homb, 68 Retired 1982
Lon Lederman, 38 Stock Broker 1994
Oliver Miller, 73 Retired 1970
Dr. Darrell D. Nelson, 63 Retired 1975
Duane V. Schneider, 64 Construction 1984
</TABLE>

The table below shows the executive officers of the Bank, each of whom
was elected by the Board of Directors to a one-year term.

<TABLE>
<CAPTION>
Name Office with the Bank Since
---- -------------------- ---------
<S> <C> <C>
Bruce W. Timm Chairman of the Board 1989
Stanley W. Erlandson President/Chief Executive Officer 1989
</TABLE>

At December 31, 1996, the Bank employed 15 persons on a full-time
equivalent basis.

-32-
<PAGE> 36

Share Ownership

The table below sets forth information regarding the beneficial
ownership of shares of Bank Common (both the number of shares owned and the
percent of the class) by the Bank's directors, and by the Bank's directors and
executive officers as a group, and by persons who are known to the Bank to
beneficially own more than 5% of Bank Common as of December 31, 1996.

Name Number of Shares Percent
------------------------- ---------------- -------
<S> <C> <C>
Bruce W. Timm(1)(2) 170 8.5%
Stanley W. Erlandson(1) 25 1.25%
Paul L. Haraldson(1) 19 *
Raymond J. Homb(1) 13 *
Lon Lederman 2 *
Oliver Miller(1) 32 1.6%
Dr. Darrell D. Nelson(1) 7 *
Duane V. Schneider(1) 33 1.65%

All directors and executive officers as a group(1) 301 15.05%

Viola Jones Irrevocable Trust (3) 269 13.45%
Dorothy R. Mundinger(4) 129 6.45%
Priscilla Nuzum Parker (5) 156 7.8%
</TABLE>

- ---------------------------

* Less than 1%

(1) Includes any shares held by, or jointly with, spouse and dependent
children. The shares are reported in such cases on the presumption
that the individual may share voting and/or investment power because
of the family relationship.

(2) Mr. Timm's address is N3816 Park Road, Brodhead, Wisconsin 53520.

(3) The Viola Jones Irrevocable Trust's address is 301 Tenke Lane, Lake
Geneva, Wisconsin 53147.

(4) Ms. Mundinger's address is 1560 Ln 105, Lake James, Angola, Indiana
46703.

(5) Ms. Nuzum Parker's address is W895 Golf Course Road, Brodhead,
Wisconsin 53520

To the Bank's knowledge, directors and executive officers of the Bank
as a group own no shares of F&M Common. The Bank and F&M are unaware of any
ownership of Bank Common by directors or executive officers of F&M.

-33-
<PAGE> 37

INFORMATION AS TO SECURITIES

F&M Common

See pages 12 and 13 of the Prospectus for information as to F&M
Common.

Bank Common

The Articles of Incorporation of the Bank provide that the Bank has
authority to issue 2,000 shares of common stock, $100.00 par value ("Bank
Common"), and all shares are issued.

Holders of Bank Common are entitled to receive dividends thereon if
and when declared and payable by the Board of Directors. Upon any voluntary or
involuntary liquidation, dissolution or winding up of the Bank, the holders of
Bank Common would be entitled to receive any remaining assets available for
distribution to the Bank shareholders.

The holders of Bank Common are entitled to one vote for each share
held and are not entitled to cumulative voting rights. Most actions involving
the Bank, including the election of directors, are subject to approval of the
holders of a majority of the outstanding Bank Common.

Holders of Bank Common are not entitled to any preemptive rights,
except in certain circumstances required by Wisconsin law. Bank Common is
fully paid and not liable to any calls or assessments by the Bank, except for
potential calls for additional capital under Section 220.07 of the Wisconsin
Statutes, in the event of a capital impairment of the Bank, and under Section
180.0622(2)(b) of the WBCL.

See the discussion of Section 180.0622(2)(b) above under "F&M Common"
on page 12 of Prospectus.

Comparison of F&M Common with Bank Common

F&M's and Bank's respective common stocks, and the rights of their
shareholders, are similar. However certain differences exist, including the
following, which include all of those which are deemed by F&M and the Bank to
be potentially material.

1. Shares of F&M Common are traded on The NASDAQ Stock Market,
and several regional brokerage firms foster a trading market in F&M Common.
F&M Common is a class of securities registered with the SEC, and F&M therefore
is subject to periodic public reporting with respect thereto. F&M is unaware
of any active market for shares of Bank Common, and the Bank is not subject to
SEC reporting requirements.

2. F&M is subject to the statutory anti-takeover provisions of
Sections 180.1130 through 180.1150 of the WBCL because it currently meets the
definitions of "issuing public corporation" and "resident domestic corporation"
thereunder. (See the discussion thereof under "F&M Common--Certain Statutory
Provisions" above.) Those statutory provisions do not apply to the Bank.

3. The Articles and Bylaws of F&M provide for the classification
of the Board of Directors into three classes, whereby directors serve
three-year terms and one of the three classes of directors is subject to
election at each annual meeting. The articles and bylaws of the Bank do not
provide for such classification, and each of the Bank's directors is elected
annually for a one-year term.

4. Holders of Bank Common are subject to personal liability under
the capital impairment statute applicable to Wisconsin state banks. While F&M,
as a shareholder of the F&M Banks, is subject to this statute, shareholders of
F&M are not personally liable for such a capital impairment. However,
shareholders of both F&M and the Bank are subject to the personal liability
provisions of Section 180.0622(2)(b) of the WBCL.

-34-
<PAGE> 38

LEGAL OPINIONS

Quarles & Brady, Milwaukee, Wisconsin, special counsel for F&M, and
McCarty, Curry, Wydeven, Peeters & Haak, Kaukauna, Wisconsin, general counsel
for F&M, will render opinions on the legality of the shares being offered
hereby and as to certain other matters in connection with the Merger. Two
Quarles & Brady attorneys providing services with respect to the Merger own an
aggregate of 7,821 shares of F&M Common. Certain legal matters in connection
with the Merger will be passed upon for the Bank by Boardman, Suhr, Curry &
Field, Madison, Wisconsin. McCarty, Curry, Wydeven, Peeters & Haak is also
expected to render an opinion to Bank shareholders as to certain federal income
tax matters of the Merger.

EXPERTS

The consolidated financial statements of F&M included and incorporated
by reference in this Supplemental Statement, and the other consolidated
financial statements from which the five-year selected financial data included
herein have been derived, have been audited by Wipfli Ullrich Bertelson, LLP,
independent certified public accountants, as indicated in their reports with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.

The financial statements of the Bank as of, and for the year ended,
December 31, 1995, included in this Supplemental Statement have been audited by
Wipfli Ullrich Bertelson, LLP, independent certified public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said report.

-35-
<PAGE> 39

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE NO.
GREEN COUNTY BANK HEREIN

Annual Financial Information*
<S> <C>
Independent Auditor's Report* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Consolidated Balance Sheets at December 31, 1995 and 1994 . . . . . . . . . . . . . . . . . F-2
Consolidated Statements of Income for the years ended
December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . F-6
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9

Interim Financial Information (unaudited)

Consolidated Balance Sheet at September 30, 1996 and 1995 . . . . . . . . . . . . . . . . . F-23
Consolidated Statements of Income for the nine months
ended September 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . F-25
Consolidated Statements of Cash Flows for the nine months ended
September 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-26
Notes to Interim Period Financial Statements . . . . . . . . . . . . . . . . . . . . . . . F-27
</TABLE>

__________________
* The Bank's financial statements at, and for the year ended, December 31,
1995, are audited. All other Bank financial statements are unaudited.

-36-
<PAGE> 40
[WIPFLI ULLRICH BERTELSON LLP LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

Board of Directors
Green County Bank
Brodhead, Wisconsin

We have audited the accompanying balance sheet of Green County Bank as of
December 31, 1995, and the related statements of income, stockholders'
equity, and cash flows for the year then ended. These financial statements
are the responsibility of the Bank's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Green County Bank at
December 31, 1995, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting
principles.

Wipfli Ullrich Bertelson LLP
----------------------------
Wipfli Ullrich Bertelson LLP

December 6, 1996
Appleton, Wisconsin

F-1
<PAGE> 41

GREEN COUNTY BANK

BALANCE SHEETS
December 31, 1995 and 1994

ASSETS

<TABLE>
<CAPTION>
Audited Unaudited
1995 1994
--------------- ---------------
<S> <C> <C>
Cash and due from banks $ 1,009,726 $ 1,323,677
Federal funds sold 2,432,000 68,000
--------------- ---------------
Cash and cash equivalents 3,441,726 1,391,677

Investments:
Investment securities available for sale -
Stated at fair value 1,227,054 1,272,621
Investment securities held to maturity -
Fair value of $4,632,855 in 1995 and $4,355,141 in 1994 4,628,277 4,505,058

Total loans 21,406,825 20,694,094
Allowance for credit losses 217,068 205,077
--------------- ---------------

Net loans 21,189,757 20,489,017
Premises and equipment 397,135 411,795
Other assets 368,855 321,726
--------------- ---------------

TOTAL ASSETS $ 31,252,804 $ 28,391,894
=============== ===============
</TABLE>

F-2
<PAGE> 42

LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Audited Unaudited
1995 1994
--------------- ---------------
<S> <C> <C>
Liabilities:
Non-interest-bearing deposits $ 3,073,141 $ 2,837,826
Interest-bearing deposits 24,969,886 22,685,844
--------------- ---------------
Total deposits 28,043,027 25,523,670

Other liabilities 214,841 231,465
--------------- ---------------

Total liabilities 28,257,868 25,755,135
--------------- ---------------

Commitments and contingent liabilities (Note 10)

Stockholders' equity:
Common stock - $100 par value:
Authorized, issued, and outstanding - 2,000 shares 200,000 200,000
Capital surplus 1,600,000 1,450,000
Retained earnings 1,193,782 1,051,255
Unrealized gain (loss) on securities available for sale -
Net of tax 1,154 (64,496)
--------------- ---------------

Total stockholders' equity 2,994,936 2,636,759
--------------- ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 31,252,804 $ 28,391,894
=============== ===============
</TABLE>

See accompanying notes to financial statements.

F-3
<PAGE> 43
GREEN COUNTY BANK

STATEMENTS OF INCOME
Years Ended December 31, 1995, 1994, and 1993

<TABLE>
<CAPTION>
Audited Unaudited Unaudited
1995 1994 1993
--------------- --------------- ---------------
<S> <C> <C> <C>
Interest income:
Interest and fees on loans $ 1,921,828 $ 1,708,079 $ 1,653,138
Interest on investment securities:
Taxable 208,663 219,127 279,461
Tax-exempt 76,590 80,550 70,611
Other interest income 56,861 22,050 28,336
--------------- --------------- ---------------

Total interest income 2,263,942 2,029,806 2,031,546
--------------- --------------- ---------------
Interest expense:
Deposits 1,112,713 907,719 956,845
Short-term borrowings 4,094 842 -0-
--------------- --------------- ---------------
Total interest expense 1,116,807 908,561 956,845
--------------- --------------- ---------------
Net interest income 1,147,135 1,121,245 1,074,701
Provision for credit losses 18,000 12,000 -0-
--------------- --------------- ---------------
Net interest income after provision
for credit losses 1,129,135 1,109,245 1,074,701
--------------- --------------- ---------------
Other income:
Service fees 115,339 105,165 98,537
Net security losses (15,018) -0- -0-
Commission income 46,106 37,604 37,405
Other operating income 25,550 19,818 12,236
--------------- --------------- ---------------
Total other income 171,977 162,587 148,178
--------------- --------------- ---------------
Other expenses:
Salaries and employee benefits 451,812 469,375 451,105
Net occupancy expense 123,519 101,895 96,296
FDIC assessment 30,377 57,283 53,905
Advertising expense 36,420 19,894 19,620
Other operating expenses 150,738 164,730 195,234
--------------- --------------- ---------------
Total other expenses 792,866 813,177 816,160
--------------- --------------- ---------------
</TABLE>

F-4
<PAGE> 44
GREEN COUNTY BANK

STATEMENTS OF INCOME (CONTINUED)
Years Ended December 31, 1995, 1994, and 1993

<TABLE>
<CAPTION>
Audited Unaudited Unaudited
1995 1994 1993
--------------- --------------- ---------------
<S> <C> <C> <C>
Income before provision for income
taxes and cumulative effect of
change in accounting principle $ 508,246 $ 458,655 $ 406,719
Provision for income taxes 175,719 149,056 131,959
--------------- --------------- ---------------

Income before cumulative effect
of change in accounting principle 332,527 309,599 274,760

Cumulative effect of change in
accounting principle - Initial
adoption of SFAS No. 109,
"Accounting for Income Taxes" -0- -0- 36,842
--------------- --------------- ---------------

Net income $ 332,527 $ 309,599 $ 311,602
=============== =============== ===============

Earnings per share $ 166.26 $ 154.80 $ 155.80
=============== =============== ===============

Weighted average shares outstanding 2,000 2,000 2,000
=============== =============== ===============
</TABLE>

See accompanying notes to financial statements.

F-5
<PAGE> 45
GREEN COUNTY BANK

STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 1995, 1994, and 1993

<TABLE>
<CAPTION>
Unrealized
Gain
(Loss) on
Securities
Available
Common Capital Retained for Sale -
Stock Surplus Earnings Net of Tax Total
------------- ------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
UNAUDITED

Balance, January 1, 1993 $ 200,000 $ 1,200,000 $ 752,054 $ -0- $ 2,152,054
Net income 311,602 311,602
Dividends paid (36,000) (36,000)
Transfer to surplus 50,000 (50,000) -0-
------------- ------------- -------------- -------------- -------------
Balance, December 31, 1993 200,000 1,250,000 977,656 -0- 2,427,656
Net income 309,599 309,599
Change in accounting for
investments - Adoption of
SFAS No. 115 7,251 7,251
Dividends paid (36,000) (36,000)
Transfer to surplus 200,000 (200,000) -0-
Change in unrealized gain
(loss) on securities available
for sale - Net of tax (71,747) (71,747)
------------- ------------- -------------- -------------- -------------
Balance, December 31, 1994 200,000 1,450,000 1,051,255 (64,496) 2,636,759

AUDITED

Net income 332,527 332,527
Dividends paid (40,000) (40,000)
Transfer to surplus 150,000 (150,000) -0-
Change in unrealized gain
(loss) on securities available
for sale - Net of tax 65,650 65,650
------------- ------------- -------------- -------------- -------------

Balance, December 31, 1995 $ 200,000 $ 1,600,000 $ 1,193,782 $ 1,154 $ 2,994,936
============= ============= ============== ============== =============
</TABLE>

See accompanying notes to financial statements.

F-6
<PAGE> 46
GREEN COUNTY BANK

STATEMENTS OF CASH FLOWS
Years Ended December 31, 1995, 1994, and 1993

<TABLE>
<CAPTION>
Audited Unaudited Unaudited
1995 1994 1993
--------------- --------------- ----------------
<S> <C> <C> <C>
Increase (decrease) in cash and cash
equivalents:
Cash flows from operating activities:

Net income $ 332,527 $ 309,599 $ 311,602
--------------- --------------- ---------------
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for depreciation and net
amortization 61,669 50,282 36,878
Provision for credit losses 18,000 12,000 -0-
Credit for deferred income
taxes (5,920) (792) (1,623)
Net security losses 15,018 -0- -0-
Change in other assets (50,745) (19,000) (10,873)
Change in other liabilities (16,626) 97,569 (61,836)
--------------- --------------- ---------------
Total adjustments 21,396 140,059 (37,454)
--------------- --------------- ---------------
Net cash provided by operating activities 353,923 449,658 274,148
--------------- --------------- ---------------
Cash flows from investing activities:
Proceeds from sale of securities:
Available for sale 506,075 -0- -0-
Held to maturity -0- -0- 1,000,000
Proceeds from maturities of securities:
Available for sale 200,000 -0- -0-
Held to maturity 1,350,000 1,795,000 3,280,000
Payment for purchases of securities:
Available for sale (600,000) (20,356) -0-
Held to maturity (1,476,978) (1,141,299) (3,862,238)
Net increase in loans (718,740) (2,021,613) (1,912,748)
Capital expenditures (43,588) (70,499) (46,389)
--------------- --------------- ---------------

Net cash used in investing activities (783,231) (1,458,767) (1,541,375)
--------------- --------------- ---------------
</TABLE>

F-7
<PAGE> 47
GREEN COUNTY BANK

STATEMENTS OF CASH FLOWS (CONTINUED)
Years Ended December 31, 1995, 1994, and 1993

<TABLE>
<CAPTION>
Audited Unaudited Unaudited
1995 1994 1993
--------------- --------------- ----------------
<S> <C> <C> <C>
Cash flows from financing activities:
Net increase (decrease) in deposits $ 2,519,357 $ (366,236) $ 1,512,420
Dividends paid (40,000) (36,000) (36,000)
--------------- --------------- ---------------

Net cash provided by (used in) financing
activities 2,479,357 (402,236) 1,476,420
--------------- --------------- ---------------

Net increase (decrease) in cash and cash
equivalents 2,050,049 (1,411,345) 209,193
Cash and cash equivalents at beginning 1,391,677 2,803,022 2,593,829
--------------- --------------- ---------------

Cash and cash equivalents at end $ 3,441,726 $ 1,391,677 $ 2,803,022
=============== =============== ===============

Supplemental cash flow information:

Cash paid during the year for:
Interest $ 1,075,353 $ 909,226 $ 968,570
Income taxes 166,670 126,350 184,948
</TABLE>

See accompanying notes to financial statements.

F-8
<PAGE> 48
GREEN COUNTY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of Green County Bank (the "Bank")
conform to generally accepted accounting principles and general practices
within the banking industry. Significant accounting policies are
summarized below.

Nature of Operations

The Bank operates as a full-service financial institution with a primary
market area including, but not limited to, Green County. The Bank offers a
full range of commercial and retail banking services to customers within
the Bank's market area. The Bank provides commercial, real estate,
agricultural, and consumer loans, as well as a variety of traditional
deposit products.

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results may differ from these
estimates.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include
cash on hand and non-interest-bearing deposits in correspondent banks and
federal funds sold. Generally, federal funds are purchased and sold for
one-day periods.

Investment Securities

The Bank's investment securities are classified in two categories and
accounted for as follows in accordance with Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in
Debt and Equity Securities."

Securities available for sale - Securities available for sale consist of
investment securities not classified as securities held to maturity.
Unrealized holding gains and losses, net of tax, on securities available
for sale are reported as a net amount in a separate component of
stockholders' equity until realized.

Securities held to maturity - Investment securities for which the Bank
has the positive intent and ability to hold to maturity are reported at
cost, adjusted for amortization of premiums and accretion of discounts,
which are recognized in interest income using the interest method over
the period to maturity.

Gains and losses on the sale of securities available for sale are
determined using the specific-identification method.

F-9
<PAGE> 49

GREEN COUNTY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Interest and Fees on Loans

Interest on loans is credited to income as earned. Interest income is not
accrued on loans where management has determined collection of such
interest is doubtful. When a loan is placed on nonaccrual status,
previously accrued but unpaid interest deemed uncollectible is reversed and
charged against current income. Loan-origination fees are credited to
income when received, as capitalization of the fees and related costs would
not have a material effect on the financial statements.

Allowance for Credit Losses

In accordance with the new standard, the 1995 allowance for credit losses
includes specific allowances related to loans which have been judged to be
impaired and which fall within the scope of SFAS No. 114 (primarily
commercial loans). A loan is impaired when, based on current information,
it is probable that the Bank will not collect all amounts due in accordance
with the contractual terms of the loan agreement. These specific
allowances are based on discounted cash flows of expected future payments
using the loan's initial effective interest rate or the fair value of the
collateral if the loan is collateral dependent.

Since the Bank evaluates the overall adequacy of the allowance for credit
losses on an ongoing basis, the adoption of SFAS No. 114 did not affect the
amount of the allowance for credit losses or the existing income
recognition and charge-off policies for nonperforming loans.

Prior to 1995, the allowance for credit losses related to these loans was
based on undiscounted cash flows, collateral value, and other information
used by management.

F-10
<PAGE> 50

GREEN COUNTY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Bank continues to maintain a general allowance for credit losses for
loans not within the scope of SFAS No. 114. The allowance for credit
losses is maintained at a level which management believes is adequate to
provide for possible credit losses. Management periodically evaluates the
adequacy of the allowance using the Bank's past loan loss experience, known
and inherent risks in the portfolio, composition of the portfolio, current
economic conditions, and other factors. This evaluation is inherently
subjective since it requires material estimates that may be susceptible to
significant change.

Premises and Equipment

Premises and equipment are stated at cost. Maintenance and repair costs
are charged to expense as incurred. Gains or losses on disposition of
premises and equipment are reflected in income. Depreciation is computed
principally on an accelerated method and is based on the estimated useful
lives of the assets varying from ten to fifty years on buildings and five
to twenty years on equipment.

Income Taxes

Deferred income taxes have been provided under the liability method
prescribed by SFAS No. 109. Deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax
bases of assets and liabilities as measured by the current enacted tax
rates which will be in effect when these differences are expected to
reverse. Deferred tax expense (benefit) is the result of changes in the
deferred tax asset and liability.

Off-Balance-Sheet Financial Instruments

In the ordinary course of business, the Bank has entered into
off-balance-sheet financial instruments consisting of commitments to extend
credit, commitments under credit card arrangements, commercial letters of
credit, and standby letters of credit. Such financial instruments are
recorded in the financial statements when they become payable.

Advertising Costs

Advertising costs are expensed as incurred.

F-11
<PAGE> 51

GREEN COUNTY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Future Accounting Change

The Financial Accounting Standards Board (FASB) issued SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long- Lived
Assets to Be Disposed Of," in March 1995. SFAS No. 121 requires long-lived
assets and certain intangibles to be held and used by an entity be reviewed
for impairment whenever events or changes in circumstances indicate the
carrying amount of an asset may not be recoverable. The statement also
requires long-lived assets and certain intangibles to be disposed of be
reported at the lower of carrying amount or fair value less cost to sell.
This statement is required to be adopted by the Bank effective January 1,
1996. The adoption of SFAS No. 121 is not anticipated to have a
significant impact on the Bank's financial condition or results of
operations once implemented.

NOTE 2 - CHANGES IN ACCOUNTING PRINCIPLES

In May 1993, the FASB issued SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." As required under the
statement, the Bank adopted the provisions of the new standard at the
beginning of 1994. In accordance with SFAS No. 115, prior-period financial
statements were not restated to reflect the change in accounting principle.
The impact of the adoption of SFAS No. 115 on January 1, 1994, was an
increase in the value of investment securities of $12,400, an increase in
deferred tax liabilities of $5,149, and an increase in stockholders' equity
of $7,251. The adoption of SFAS No. 115 had no impact on 1994 net income.

Effective January 1, 1993, the Bank adopted the liability method of
accounting for income taxes prescribed by SFAS No. 109. Deferred tax
assets and liabilities are determined based on the temporary differences
between the financial statement and tax bases of assets and liabilities as
measured by the enacted tax rates which will be in effect when these
differences are expected to reverse. Deferred tax expense (benefit) is the
result of changes in the deferred tax asset and liability. The Bank
elected to recognize the cumulative effect of the change as of January 1,
1993, totaling $36,842, as a credit to income in 1993.

F-12
<PAGE> 52

GREEN COUNTY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 3 - INVESTMENT SECURITIES

The estimated fair value and amortized cost of investment securities are as
follows:

Audited - 1995
-----------------------------------------------------------------------
Gross Gross
Estimated Unrealized Unrealized Amortized
Fair Value Gains Losses Cost
--------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Investment securities available
for sale:
U.S. Treasury securities
and obligations of U.S.
government corporations
and agencies $ 1,201,904 $ 4,394 $ 2,471 $ 1,199,981
Other securities 25,150 -0- -0- 25,150
--------------- --------------- ---------------- ---------------
Total investment securities
available for sale $ 1,227,054 $ 4,394 $ 2,471 $ 1,225,131
=============== =============== ================ ===============
</TABLE>

<TABLE>
<CAPTION>
Audited - 1995
-----------------------------------------------------------------------
Gross Gross
Estimated Unrealized Unrealized Amortized
Fair Value Gains Losses Cost
--------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Investment securities held to
maturity:
U.S. Treasury securities
and obligations of U.S.
government corporations
and agencies $ 2,698,939 $ 5,144 $ 6,663 $ 2,700,458
Obligations of states and
political subdivisions 1,710,962 14,511 9,352 1,705,803
Mortgage-related securities 218,021 1,041 -0- 216,980
Other securities 4,933 -0- 103 5,036
--------------- --------------- ---------------- ---------------

Total investment securities
held to maturity $ 4,632,855 $ 20,696 $ 16,118 $ 4,628,277
=============== =============== ================ ===============
</TABLE>

F-13
<PAGE> 53
GREEN COUNTY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 3 - INVESTMENT SECURITIES (CONTINUED)

<TABLE>
<CAPTION>
Unaudited - 1994
-----------------------------------------------------------------------
Gross Gross
Estimated Unrealized Unrealized Amortized
Fair Value Gains Losses Cost
--------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Investment securities available
for sale:
U.S. Treasury securities
and obligations of U.S.
government corporations
and agencies $ 777,721 $ 250 $ 22,173 $ 799,644
Mutual fund 469,750 -0- 51,342 521,092
Other securities 25,150 -0- -0- 25,150
--------------- --------------- ---------------- ---------------

Total investment securities
available for sale $ 1,272,621 $ 250 $ 73,515 $ 1,345,886
=============== =============== ================ ===============
</TABLE>

<TABLE>
<CAPTION>
Unaudited - 1994
-----------------------------------------------------------------------
Gross Gross
Estimated Unrealized Unrealized Amortized
Fair Value Gains Losses Cost
--------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Investment securities held
to maturity:
U.S. Treasury securities
and obligations of U.S.
government corporations
and agencies $ 2,696,537 $ -0- $ 107,474 $ 2,804,011
Obligations of states and
political subdivisions 1,653,912 5,948 47,999 1,695,963
Other securities 4,692 -0- 392 5,084
--------------- --------------- ---------------- ---------------

Total investment securities
held to maturity $ 4,355,141 $ 5,948 $ 155,865 $ 4,505,058
=============== =============== ================ ===============
</TABLE>

Fair values of securities are estimates based on financial methods or
prices paid for similar securities. It is possible interest rates could
change considerably resulting in a material change in the estimated fair
value.

F-14
<PAGE> 54
GREEN COUNTY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 3 - INVESTMENT SECURITIES (CONTINUED)

The estimated fair value and amortized cost of investment securities
(available for sale and held to maturity) at December 31, 1995, by
contractual maturity, are shown below. Contractual maturities will differ
from expected maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
Securities Available for Sale Securities Held to Maturity
------------------------------------- ------------------------------------
Estimated Amortized Estimated Amortized
Fair Value Cost Fair Value Cost
--------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Due in three months or
less $ 25,150 $ 25,150 $ 569,029 $ 570,074
Due after three months
through one year 197,560 200,000 1,166,393 1,165,392
Due after one year
through five years 1,004,344 999,981 2,517,700 2,515,831
Due after five years
through ten years -0- -0- 161,712 160,000
--------------- --------------- -------------- ---------------
1,227,054 1,225,131 4,414,834 4,411,297
Mortgage-related
securities -0- -0- 218,021 216,980
--------------- --------------- -------------- ---------------

Total $ 1,227,054 $ 1,225,131 $ 4,632,855 $ 4,628,277
=============== =============== ============== ===============
</TABLE>

Following is a summary of the proceeds from sales of investment securities
available for sale and held for sale as well as gross gains and losses for
the years ended December 31:

<TABLE>
<CAPTION>
Audited Unaudited Unaudited
1995 1994 1993
--------------- -------------- ---------------
<S> <C> <C> <C>
Proceeds from sales of investment
securities available for sale and
held to maturity $ 506,075 $ -0- $ 1,000,000
Gross gains on sales -0- -0- -0-
Gross losses on sales 15,018 -0- -0-
</TABLE>

Investment securities pledged to secure public deposits, short-term
borrowings, and for other purposes required by law had an estimated fair
value of $496,943, and amortized cost of $500,000, as of December 31, 1995.

F-15
<PAGE> 55
GREEN COUNTY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 3 - INVESTMENT SECURITIES (CONTINUED)

A significant portion of the securities issued by states and political
subdivisions are rated by Moody's with ratings ranging from A to AAA. For
those securities not rated, market values are obtained from brokerage
services utilized by the Bank. At December 31, 1995, the total carrying
value of nonrated obligations of states and political subdivisions was
approximately $1,221,000.

NOTE 4 - LOANS

The composition of loans at December 31 follows:

<TABLE>
<CAPTION>
Audited Unaudited
1995 1994
-------------- ---------------
<S> <C> <C>
Commercial, industrial, and financial $ 2,313,035 $ 2,210,321
Agricultural 2,917,295 2,763,453
Real estate mortgage 11,836,827 11,921,597
Installment 4,339,668 3,798,723
-------------- ---------------
Total loans $ 21,406,825 $ 20,694,094
============== ===============
</TABLE>

The aggregate amount of nonperforming loans was approximately $24,000 and
$13,000 at December 31, 1995 and 1994, respectively. Nonperforming loans
are those which are either contractually past due 90 days or more as to
interest or principal payments, those loans on a nonaccrual status, or
loans the terms of which have been renegotiated to provide a reduction or
deferral of interest or principal.

At December 31, 1995, there were no material loans considered to be
impaired.

The Bank, in the ordinary course of banking business, grants loans to its
executive officers and directors including their families and firms in
which they are principal owners.

Substantially all loans to executive officers and directors were made on
the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with others and did not
involve more than the normal risk of collectibility or present other
unfavorable features. Activity in such loans during 1995 is summarized
below:

<TABLE>
<S> <C>
Loans outstanding, December 31, 1994 $ 142,198
New loans 102,917
Repayment (50,685)
--------------

Loans outstanding, December 31, 1995 $ 194,430
==============
</TABLE>

F-16
<PAGE> 56
GREEN COUNTY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 4 - LOANS (CONTINUED)

An analysis of the allowance for credit losses for the years ended December 31
follows:

<TABLE>
<CAPTION>
Audited Unaudited Unaudited
1995 1994 1993
--------------- --------------- ---------------
<S> <C> <C> <C>
Balance, January 1 $ 205,077 $ 192,624 $ 189,085
Provision for credit losses 18,000 12,000 -0-
Recoveries on loans 56 453 5,487
Loans charged off (6,065) -0- (1,948)
--------------- --------------- ---------------

Balance, December 31 $ 217,068 $ 205,077 $ 192,624
=============== =============== ===============
</TABLE>

NOTE 5 - PREMISES AND EQUIPMENT

An analysis of premises and equipment at December 31 follows:

<TABLE>
<CAPTION>
Audited Unaudited
1995 1994
--------------- ---------------
<S> <C> <C>
Land $ 47,827 $ 47,827
Buildings and improvements 647,266 647,266
Furniture and equipment 439,050 405,106
--------------- ---------------

Totals 1,134,143 1,100,199
Less - Accumulated depreciation and amortization 737,008 688,404
--------------- ---------------

Net book value $ 397,135 $ 411,795
=============== ===============
</TABLE>

Depreciation and amortization of premises and equipment charged to
operating expenses amounted to $58,248 in 1995, $46,808 in 1994, and
$36,776 in 1993.

F-17
<PAGE> 57
GREEN COUNTY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 6 - DEPOSITS

The distribution of deposits at December 31 is as follows:

<TABLE>
<CAPTION>
Audited Unaudited
1995 1994
--------------- ---------------
<S> <C> <C>
Non-interest-bearing demand deposits $ 3,073,141 $ 2,837,826
Interest-bearing demand deposits 1,250,958 1,379,938
Savings deposits 3,900,023 4,395,983
Money market deposits 2,217,253 1,843,276
Time deposits 17,601,652 15,066,647
--------------- ---------------
Total deposits $ 28,043,027 $ 25,523,670
=============== ===============
</TABLE>

Time deposits of $100,000 or more were $2,609,000 and $2,196,000 at
December 31, 1995 and 1994, respectively. Interest expense on time
deposits of $100,000 or more was $79,000, $46,000, and $34,000 for the
years ended December 31, 1995, 1994, and 1993, respectively.

NOTE 7 - INCOME TAXES

The components of the provision for income taxes are as follows for the
years ended December 31:

<TABLE>
<CAPTION>
Audited Unaudited Unaudited
1995 1994 1993
--------------- --------------- ---------------
<S> <C> <C> <C>
Current tax expense:
Federal $ 137,000 $ 111,505 $ 99,402
State 44,639 38,343 34,180
--------------- --------------- ---------------

Total current 181,639 149,848 133,582

Deferred tax credit (5,920) (792) (1,623)
--------------- --------------- ---------------

Total provision for income taxes $ 175,719 $ 149,056 $ 131,959
=============== =============== ===============
</TABLE>

F-18
<PAGE> 58
GREEN COUNTY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 7 - INCOME TAXES (CONTINUED)

As of December 31, 1995 and 1994, deferred income taxes are provided for the
temporary differences between the financial reporting and tax bases of the
Bank's assets and liabilities. The major components of deferred tax assets
and deferred tax liabilities are as follows:

<TABLE>
<CAPTION>
Audited Unaudited
1995 1994
--------------- ---------------
<S> <C> <C>
Deferred tax assets:
Reserve for credit losses $ 39,061 $ 31,951
Unrealized loss on securities available for sale -0- 8,769
--------------- ---------------

Deferred tax assets 39,061 40,720
--------------- ---------------

Deferred tax liabilities:
Depreciation (27,899) (24,353)
Unrealized gain on securities available for sale (769) -0-
Other (486) (2,842)
--------------- ---------------

Deferred tax liabilities (29,154) (27,195)
--------------- ---------------

Net deferred tax assets $ 9,907 $ 13,525
=============== ===============
</TABLE>

The Bank incurred a capital loss of $15,019 in 1995. Because this loss is
only deductible against capital gains, no tax benefit has been recognized
for this loss.

A summary of the source of differences between income taxes at the federal
statutory rate and the provision for income taxes for the years ended
December 31 follows:

<TABLE>
<CAPTION>
Audited - 1995 Unaudited - 1994 Unaudited - 1993
--------------------------- --------------------------- ----------------------------
% of % of % of
Pretax Pretax Pretax
Amount Income Amount Income Amount Income
-------------- ---------- ------------- ---------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Tax expense at
statutory rate $ 172,804 34 $ 155,943 34 $ 138,284 34
Increase (decrease)
in taxes resulting
from:
Tax-exempt interest (28,429) (6) (31,949) (7) (26,864) (7)
State income tax 29,034 6 25,231 5 22,374 5
Other 2,310 1 (169) 0 (1,835) 0
-------------- --------- ------------- -------- -------------- ---------

Provision for income
taxes $ 175,719 35 $ 149,056 32 $ 131,959 32
============== ========= ============= ======== ============== =========
</TABLE>

F-19
<PAGE> 59
GREEN COUNTY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 8 - RETIREMENT PLAN

Effective November 1, 1994, the Bank terminated its defined benefit pension
plan which covered substantially all employees. The plan benefits were frozen
on this date. In connection with the termination of the plan and freezing of
plan benefits, a liability of $69,571, representing a curtailment loss, was
recorded at December 31, 1994, to cover the contribution required to fully fund
the plan and pay out benefits accrued through November 1, 1994. On May 15,
1995, the Plan was settled and the above liability was paid out. Participants
were given the option to have their benefits either transferred into the new
401(k) profit sharing plan, transferred to an individual retirement account, or
distributed to them directly.

Effective January 1, 1995, the Bank began sponsoring a defined contribution
401(k) profit sharing plan covering substantially all employees age 18 and
older and who have completed one-half year of service. Participants are
allowed to make voluntary contributions to the plan through salary reductions.
Employer contributions include a discretionary matching contribution equal to a
percentage of the amount of salary reduction. In applying this matching
percentage, only salary reductions up to 6% of the participants' compensation
are considered. The Bank may also make a special discretionary profit-sharing
contribution.

Retirement plan contribution expense, including life insurance premiums,
charged to operations under the plans totaled $20,434, $82,464, and $81,103 for
1995, 1994, and 1993, respectively.

NOTE 9 - STOCKHOLDERS' EQUITY

Federal banking regulatory agencies have established capital adequacy rules
which take into account risk attributable to balance sheet assets and
off-balance-sheet activities. All banks must meet a minimum total risk-based
capital ratio of 8%. Of the 8% required, half must be comprised of core
capital elements defined as Tier 1 capital. The federal banking agencies also
have adopted leverage capital guidelines which banking organizations must meet.
Under these guidelines, the most highly rated banking organizations must meet a
minimum leverage ratio of at least 3% Tier 1 capital to total assets, while
lower rated banking organizations must maintain a ratio of at least 4% to 5%.
Based on the Bank's current capital position, the Bank is in compliance with
all minimum capital requirements.

F-20
<PAGE> 60
GREEN COUNTY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 10 - COMMITMENTS, CONTINGENCIES, AND CREDIT RISK

Financial Instruments With Off-Balance-Sheet Risk

The Bank is a party to financial instruments with off-balance-sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to extend credit and standby
letters of credit. Those instruments involve, to varying degrees, elements of
credit risk in excess of the amount recognized in the balance sheets.

The Bank's exposure to credit loss, in the event of nonperformance by the other
party to the financial instrument for commitments to extend credit and
standby letters of credit, is represented by the contractual amount of those
instruments. The Bank uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments. A summary
of the Bank's commitments and contingent liabilities at December 31, 1995, is
as follows:

<TABLE>
<CAPTION>
Notional
Amount
---------------
<S> <C>
Commitments to extend credit $ 142,000
Standby letters of credit 25,000
Credit card commitments 374,000
</TABLE>

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitments are expected
to expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Bank evaluates each
customer's creditworthiness on a case-by-case basis. The amount of collateral
obtained, if deemed necessary by the Bank upon extension of credit, is based on
management's credit evaluation of the party. Collateral held varies but may
include accounts receivable; inventory; property, plant, and equipment; and
income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party. Those guarantees
are primarily issued to support public and private borrowing arrangements. The
credit risk involved in issuing letters of credit is essentially the same as
that involved in extending loan facilities to customers. The commitments are
structured to allow for 100% collateralization on all standby letters of
credit.

F-21
<PAGE> 61
GREEN COUNTY BANK

NOTES TO FINANCIAL STATEMENTS

NOTE 10 - COMMITMENTS, CONTINGENCIES, AND CREDIT RISK (CONTINUED)

Credit card commitments are commitments on credit cards issued by the Bank
and serviced by other companies. These commitments are unsecured.

Contingencies

In the normal course of business, the Bank is involved in various legal
proceedings. In the opinion of management, any liability resulting from such
proceedings would not have a material adverse effect on the financial
statements.

Concentration of Credit Risk

The Bank grants residential, commercial, agricultural, and consumer loans
within its market area. The ability of debtors to honor their contracts is
tied to the economy within this area.

NOTE 11 - SUBSEQUENT EVENT

On August 7, 1996, the Bank signed a Letter of Intent to sell 100% of its
outstanding shares to F&M Bancorporation, Inc. in exchange for F&M
Bancorporation, Inc. stock. This transaction is subject to the signing of a
definitive agreement, approval of a Plan and Agreement of Merger and
Reorganization, and regulatory and stockholder approval. The transaction is
expected to be completed in the first quarter of 1997.

F-22
<PAGE> 62

GREEN COUNTY BANK

BALANCE SHEETS - UNAUDITED
September 30, 1996 and 1995

ASSETS

<TABLE>
<CAPTION>
1996 1995
---- ----
(in thousands)
<S> <C> <C>
Cash and due from banks $ 959 $ 1,050
Federal funds sold 2,006 2,248
--------------- ---------------

Cash and cash equivalents 2,965 3,298

Investments:
Investment securities available for sale - Stated at
fair value 1,714 1,093
Investment securities held to maturity - Fair value
of $4,210 in 1996 and $4,316 in 1995 4,259 4,337

Total loans 22,066 20,887
Allowance for credit losses 217 213
--------------- ---------------

Net loans 21,849 20,674
Premises and equipment 370 406
Other assets 362 358
--------------- ---------------

TOTAL ASSETS $ 31,519 $ 30,166
=============== ===============
</TABLE>

F-23
<PAGE> 63

LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
1996 1995
---- ----
(in thousands)
<S> <C> <C>
Liabilities:
Non-interest-bearing deposits $ 3,622 $ 3,067
Interest-bearing deposits 24,421 23,935
--------------- ---------------
Total deposits 28,043 27,002

Other liabilities 231 241
--------------- ---------------
Total liabilities 28,274 27,243
--------------- ---------------
Stockholders' equity:
Common stock - $100 par value:
Authorized, issued, and outstanding - 2,000 shares 200 200
Capital surplus 1,600 1,500
Retained earnings 1,452 1,225
Unrealized loss on securities available for sale -
Net of tax (7) (2)
--------------- ---------------
Total stockholders' equity 3,245 2,923
--------------- ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 31,519 $ 30,166
=============== ===============
</TABLE>

See accompanying notes to unaudited financial statements.

F-24
<PAGE> 64
GREEN COUNTY BANK

STATEMENTS OF INCOME - UNAUDITED
For the Nine Months Ended September 30, 1996 and 1995

<TABLE>
<CAPTION>
1996 1995
---- ----
(in thousands except
per share amounts)
<S> <C> <C>
Interest income:
Interest and fees on loans $ 1,516 $ 1,430
Interest on investment securities:
Taxable 195 159
Tax-exempt 55 49
Other interest income 47 31
--------------- ---------------
Total interest income 1,813 1,669
--------------- ---------------
Interest expense:
Deposits 933 804
Short-term borrowings -0- 4
--------------- ---------------
Total interest expense 933 808
--------------- ---------------
Net interest income 880 861
Provision for credit losses 13 14
--------------- ---------------
Net interest income after provision for credit losses 867 847
--------------- ---------------
Other income:
Service fees 75 86
Net security losses -0- (6)
Other operating income 38 52
--------------- ---------------
Total other income 113 132
--------------- ---------------
Other expenses:
Salaries and employee benefits 304 329
Net occupancy expense 99 91
Other operating expenses 153 179
--------------- ---------------
Total other expenses 556 599
--------------- ---------------
Income before provision for income taxes 424 380
Provision for income taxes 146 137
--------------- ---------------
Net income $ 278 $ 243
=============== ===============
Earnings per share $ 139.00 $ 121.50
=============== ===============
</TABLE>

See accompanying notes to unaudited financial statements.

F-25
<PAGE> 65
GREEN COUNTY BANK

STATEMENTS OF CASH FLOWS - UNAUDITED
For the Nine Months Ended September 30, 1996 and 1995

<TABLE>
<CAPTION>
1996 1995
---- ----
(in thousands)
<S> <C> <C>
Increase (decrease) in cash and cash equivalents:
Cash flows from operating activities:

Net income $ 278 $ 243
--------------- ---------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for depreciation and net amortization 30 47
Provision for credit losses 13 14
Net security losses -0- 6
Change in other assets 1 (36)
Change in other liabilities 22 10
--------------- ---------------
Total adjustments 66 41
--------------- ---------------
Net cash provided by operating activities 344 284
--------------- ---------------
Cash flows from investing activities:
Proceeds from sale of available for sale securities -0- 200
Proceeds from maturities of securities:
Available for sale 200 -0-
Held to maturity 1,836 925
Payment for purchases of securities:
Available for sale (300) -0-
Held to maturity (1,865) (724)
Net increase in loans (672) (199)
Capital expenditures -0- (38)
--------------- ---------------
Net cash provided by (used in) investing activities (801) 164
--------------- ---------------
Cash flows from financing activities:
Net increase in deposits -0- 1,478
Dividends paid (20) (20)
--------------- ---------------
Net cash provided by (used in) financing activities (20) 1,458
--------------- ---------------
Net increase in cash and cash equivalents (477) 1,906
Cash and cash equivalents at beginning 3,442 1,392
--------------- ---------------
Cash and cash equivalents at end $ 2,965 $ 3,298
=============== ===============
</TABLE>

See accompanying notes to unaudited financial statements.

F-26
<PAGE> 66
GREEN COUNTY BANK

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
fair presentation have been included.

NOTE 2 - INVESTMENT SECURITIES

Carrying amounts and market values of investment securities at September 30,
1996, are as follows:

<TABLE>
<CAPTION>
Amortized
Cost Fair Value
--------------- ----------------
(in thousands)
<S> <C> <C>
Investment securities available for sale:
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 1,702 $ 1,689
Other securities 25 25
--------------- ---------------

Total investment securities available for sale $ 1,727 $ 1,714
=============== ===============

Investment securities held to maturity:
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 2,108 $ 2,074
Obligations of states and political subdivisions 1,681 1,671
Mortgage-related securities 465 460
Other securities 5 5
--------------- ---------------

Total investment securities held to maturity $ 4,259 $ 4,210
=============== ===============
</TABLE>

F-27
<PAGE> 67

GREEN COUNTY BANK

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 3 - LOANS

At September 30, 1996, loans are as follows:

<TABLE>
<CAPTION>
1996
----
(in thousands)
<S> <C>
Commercial $ 1,796
Agricultural 2,637
Real estate mortgage 13,245
Installment and other consumer 4,388
---------------

22,066
Less - Allowance for loan losses 217
---------------

Net loans $ 21,849
===============
</TABLE>

F-28
<PAGE> 68

EXHIBIT A

CHAPTER 221 WISCONSIN STATUTES
SUBSECTION VII
SHARE EXCHANGE, MERGER AND CONSOLIDATION

221.0705 DEFINITIONS. In ss. 221.0705 to 221.0718;

(1) "Bank" means the issuer bank or, if a corporate action giving
rise to dissenters' rights under s. 221.0706 is a merger or share exchange that
has been effectuated, the surviving bank of the merger or the acquiring
corporation or bank of the share exchange.

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

(3) "Dissenter" means a shareholder or beneficial shareholder who
is entitled to dissent from corporate action under s. 221.0706 and who
exercises that right when and in the manner required by ss. 221.0709 to
221.0716.

(4) "Fair value", with respect to a dissenter's shares, means the
value of shares immediately before the effectuation of the corporate action to
which the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action unless the exclusion would be inequitable.

(5) "Interest" means interest from the effectuation date of the
corporate action until the date of payment, at a rate that is fair and
equitable under all of the circumstances.

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

221.0706 RIGHT TO DISSENT. (1) MANDATORY DISSENTERS' RIGHTS. A
shareholder or beneficial shareholder may dissent from, and obtain payment of
the fair value of his or her shares in the event of, any of the following
corporate actions:

(a) Consummation of a plan of merger to which the issuer bank is a
party.

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

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

(2) PERMISSIVE DISSENTERS' RIGHTS. The articles of incorporation
may allow a shareholder or beneficial shareholder to dissent from an amendment
of the articles of incorporation and obtain payment of the fair value of his or
her shares if the amendment materially and adversely affects rights in respect
of a dissenter's shares because it does any of the following:

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

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

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

(e) Reduces the number of shares owned by the shareholder or
beneficial shareholder to a fraction of a share if the fractional share so
created is to be acquired for cash under s. 221.0506.

(3) RIGHTS OF DISSENTER. A shareholder or beneficial shareholder
entitled to dissent and obtain payment for his or her shares under ss. 221.0701
to 221.0718 may not challenge the corporate action creating his or her
entitlement unless the action is unlawful or fraudulent with respect to the
shareholder, beneficial shareholder or issuer bank.

221.0707 DISSENT BY SHAREHOLDERS AND BENEFICIAL SHAREHOLDERS. (1)
PARTIAL EXERCISE OF DISSENTERS' RIGHTS. A shareholder may assert dissenters'
rights as to fewer than all of the shares registered in his or her name only if
the shareholder dissents with respect to all shares beneficially owned by any
one person and notifies the bank in writing of the name and address of each
person on whose behalf he or she asserts dissenters' rights. The rights of a
shareholder, who asserts dissenters' rights under this subsection as to fewer
than all of the shares registered in his or her name, are determined as if the
shares as to which he or she dissents and his or her other shares were
registered in the names of different shareholders.

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

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

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

221.0708 NOTICE OF DISSENTERS' RIGHTS. (1) ACTION AT SHAREHOLDER
MEETING. If proposed corporate action creating dissenters' rights under s.
221.0706 is submitted to a vote at a shareholders' meeting, the meeting notice
shall state that shareholders and beneficial shareholders are or may be
entitled to assert dissenters' rights under ss. 221.0701 to 221.0718 and shall
be accompanied by a copy of those sections.

(2) ACTION WITHOUT SHAREHOLDER VOTE. If corporate action creating
dissenters' rights under s. 221.0706 is authorized without a vote of
shareholders, the bank shall notify, in writing and in accordance with s.
221.0103, all shareholders entitled to assert dissenters' rights that the
action was authorized and send them the dissenters' notice described in s.
221.0710.

221.0709 NOTICE OF INTENT TO DEMAND PAYMENT. (1) METHOD OF ASSERTING
DISSENTERS' RIGHTS. If proposed corporate action creating dissenters' rights
under s. 221.0706 is submitted to a vote at a shareholders' meeting, a
shareholder or beneficial shareholder who wishes to assert dissenters' rights
shall do all of the following:

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<PAGE> 70

(a) Deliver to the issuer bank before the vote is taken written
notice that complies with s. 221.0103 of the shareholder's or beneficial
shareholder's intent to demand payment of his or her shares if the proposed
action is effectuated.

(b) Refrain from voting his or her shares in favor of the proposed
action.

(2) FAILURE TO COMPLY. A shareholder or beneficial shareholder
who fails to comply with sub. (1) is not entitled to payment for his or her
shares under ss. 221.0701 to 221.0718.

221.0710 DISSENTERS' NOTICE. (1) WHEN REQUIRED. If a proposed
corporate action creating dissenters' rights under s. 221.0706 is authorized at
a shareholders' meeting, the bank shall deliver a written dissenters' notice to
all shareholders and beneficial shareholders who satisfied s. 221.0709(1).

(2) TIMING AND CONTENT OF NOTICE. The dissenters' notice shall be
sent no later than 10 days after the corporate action is authorized at a
shareholders' meeting or without a vote of shareholders, whichever is
applicable, and all necessary regulatory approvals are obtained. The
dissenters' notice shall comply with s. 221.0103 and shall include or have
attached all of the following:

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

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

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

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

(e) A copy of ss. 221.0701 to 221.0718.

221.0711 DUTY TO DEMAND PAYMENT. (1) MANNER OF DEMANDING PAYMENT. A
shareholder or beneficial shareholder who is sent a dissenters' notice
described in s. 221.0710, or a beneficial shareholder whose shares are held by
a nominee who is sent a dissenters' notice described in s. 221.0710, must
demand payment in writing and certify whether he or she acquired beneficial
ownership of the shares before the date specified in the dissenters' notice
under s. 221.0710(2)(c). A shareholder or beneficial shareholder with
certificated shares must also deposit his or her certificates in accordance
with the terms of the notice.

(2) EFFECT OF DEMAND ON HOLDERS OF CERTIFICATED SHARES. A
shareholder or beneficial shareholder with certificated shares who demands
payment and deposits his or her share certificates under sub. (1) retains all
other rights of a shareholder or beneficial shareholder until these rights are
canceled or modified by the effectuation of the corporate action.

(3) EFFECT OF FAILURE TO DEMAND. A shareholder or beneficial
shareholder with certificated or uncertificated shares who does not demand
payment by the date set in the dissenters' notice, or a shareholder or
beneficial shareholder with certificated shares who does not deposit his or her
share certificates where required and by the date set in the dissenters'
notice, is not entitled to payment for his or her shares under ss. 221.0701 to
221.0718.

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<PAGE> 71

221.0712 RESTRICTION ON UNCERTIFICATED SHARES. (1) WHEN TRANSFER
RESTRICTIONS PERMITTED. The issuer bank may restrict the transfer of
uncertificated shares from the date that the demand for payment for those
shares is received until the corporate action is effectuated or the
restrictions released under s. 221.0714.

(2) EFFECT OF DEMAND ON HOLDERS OF UNCERTIFICATED SHARES. The
shareholder or beneficial shareholder who asserts dissenters' rights as to
uncertificated shares retains all of the rights of a shareholder or beneficial
shareholder, other than those restricted under sub. (1), until these rights
are canceled or modified by the effectuation of the corporate action.

221.0713 PAYMENT. (1) WHEN PAYMENT MADE. Except as provided in s.
221.0715, as soon as the corporate action is effectuated or upon receipt of a
payment demand, whichever is later, the bank shall pay each shareholder or
beneficial shareholder who has complied with s. 221.0711 the amount that the
bank estimates to be the fair value of his or her shares, plus accrued
interest.

(2) MATERIAL TO ACCOMPANY PAYMENT. The payment shall be
accompanied by all of the following:

(a) The bank's latest available financial statements, including a
balance sheet as of the end of a fiscal year ending not more than 16 months
before the date of payment, an income statement for that year, a statement of
changes in shareholders' equity for that year and the latest available interim
financial statements, if any.

(b) A statement of the bank's estimate of the fair value of the
shares.

(d) A statement of the dissenter's right to demand payment under
s. 221.0716 if the dissenter is dissatisfied with the payment.

(e) A copy of ss. 221.0701 to 221.0718.

221.0714 FAILURE TO TAKE ACTION. (1) ACTION NOT TAKEN. If an issuer
bank does not effectuate the corporate action within 60 days after the date set
under s. 221.0710 for demanding payment, the issuer bank shall return the
deposited certificates and release the transfer restrictions imposed on
uncertificated shares.

(2) ACTION TAKEN AT A LATER DATE. If, after returning deposited
certificates and releasing transfer restrictions, the issuer bank effectuates
the corporate action, the bank shall deliver a new dissenters' notice under s.
221.0710 and repeat the payment demand procedure.

221.0715 AFTER-ACQUIRED SHARES. (1) WITHHOLDING FOR AFTER-ACQUIRED
SHARES. A bank may elect to withhold payment required by s. 221.0713 from a
dissenter unless the dissenter was the beneficial owner of the shares before
the date specified in the dissenters' notice under s. 221.0710(2)(c) as the
date of the first announcement to news media or to shareholders of the terms of
the proposed corporate action.

(2) PAYMENT. To the extent that the bank elects to withhold
payment under sub. (1) after effectuating the corporate action, the bank shall
estimate the fair value of the shares, plus accrued interest, and shall pay
this amount to each dissenter who agrees to accept it in full satisfaction of
his or her demand. The bank shall send with its offer a statement of its
estimate of the fair value of the shares, an explanation of how the interest
was calculated, and a statement of the dissenter's right to demand payment
under s. 221.0716 if the dissenter is dissatisfied with the offer.

A-4
<PAGE> 72

221.0716 PROCEDURE IF DISSENTER IS DISSATISFIED WITH PAYMENT OR
OFFER. (1) RIGHTS OF DISSENTER. A dissenter may, in the manner provided in
sub. (2), notify the bank of the dissenter's estimate of the fair value of his
or her shares and the amount of interest due, and demand payment of his or her
estimate, less any payment received under s. 221.0713, or reject the offer
under s. 221.0715 and demand payment of the fair value of his or her shares and
interest due, if any of the following applies:

(a) The dissenter believes that the amount paid under s. 221.0713
or offered under s. 221.0715 is less than the fair value of his or her shares
or that the interest due is incorrectly calculated.

(b) The bank fails to make payment under s. 221.0715 within 60
days after the date set under s. 221.0710 for demanding payment.

(c) The issuer bank, having failed to effectuate the corporate
action, does not return the deposited certificates or release the transfer
restrictions imposed on uncertificated shares within 60 days after the date set
under s. 221.0710 for demanding payment.

(2) WAIVER OF RIGHTS. A dissenter waives his or her right to
demand payment under this section unless the dissenter notifies the bank of his
or her demand under sub. (1) in writing within 30 days after the bank makes or
offers payment for his or her shares. The notice shall comply with s.
221.0103.

221.0717 COURT ACTION. (1) WHEN SPECIAL PROCEEDING REQUIRED. If
demand for payment under s. 221.0716 remains unsettled, the bank shall bring a
special proceeding within 60 days after receiving the payment demand under s.
221.0716 and petition the court to determine the fair value of the shares and
accrued interest. If the bank does not bring the special proceeding with the
60-day period, it shall pay each dissenter whose demand remains unsettled the
amount demanded.

(2) WHERE PROCEEDING TO BE BROUGHT. The bank shall bring the
special proceeding in the circuit court for the county where its principal
office or, if none in this state, its registered office is located. If the
bank is a foreign bank without a registered office in this state, it shall
bring the special proceeding in the county in this state in which was located
the registered office of the issuer bank that merged with or whose shares were
acquired by the foreign bank.

(3) PARTIES TO THE PROCEEDING. The bank shall make all
dissenters, whether or not residents of this state, whose demands remain
unsettled parties to the special proceeding. Each party to the special
proceeding shall be served with a copy of the petition as provided in s.
801.14.

(4) JURISDICTION. The jurisdiction of the court in which the
special proceeding is brought under sub. (2) is plenary and exclusive. The
court may appoint one or more persons as appraisers to receive evidence and
recommend a decision on the question of fair value. An appraiser has the power
described in the order appointing him or her or in any amendment to the order.
The dissenters are entitled to the same discovery rights as parties in other
civil proceedings.

(5) JUDGEMENTS. Each dissenter made a party to the special
proceeding is entitled to judgment for any of the following:

(a) The amount, if any, by which the court finds the fair value of
his or her shares, plus interest, exceeds the amount paid by the bank.

(b) The fair value, plus accrued interest, of his or her shares
acquired on or after the date specified in the dissenters' notice under s.
221.0710(2)(c), for which the bank elected to withhold payment under s.
221.0715.

A-5
<PAGE> 73

221.0718 COURT COSTS AND COUNSEL FEES. (1) ASSESSMENT OF AND
LIABILITY FOR COSTS. (a) Notwithstanding ss. 814.01 to 814.04, the court in a
special proceeding brought under s. 221.0717 shall determine all costs of the
proceeding, including the reasonable compensation and expenses of appraisers
appointed by the court and shall assess the costs against the bank, except as
provided in par. (b).

(b) Notwithstanding ss. 814.01 and 814.04, the court may assess
costs against all or some of the dissenters, in amounts that the court finds to
be equitable, to the extent that the court finds the dissenters acted
arbitrarily, vexatiously or not in good faith in demanding payment under s.
221.0716.

(2) WHEN LIABLE FOR FEES AND COSTS. The parties shall bear their
own expenses of the proceeding, except that, notwithstanding ss. 814.01 to
814.04, the court may also assess the fees and expenses of counsel and experts
for the respective parties, in amounts that the court finds to be equitable, as
follows:

(a) Against the bank and in favor of any dissenter if the court
finds that the bank did not substantially comply with ss. 221.0708 to 221.0716.

(b) Against the bank or against a dissenter, in favor of any other
party, if the court finds that the party against whom the fees and expenses are
assessed acted arbitrarily, vexatiously or not in good faith with respect to
the rights provided by this chapter.

(3) PAYMENT OF COUNSEL AND EXPERTS FROM RECOVERY. Notwithstanding
ss. 814.01 to 814.04, if the court finds that the services of counsel and
experts for any dissenter were of substantial benefit to other dissenters
similarly situated, the court may award to these counsel and experts reasonable
fees to be paid out of the amounts awarded the dissenters who were benefited.

A-6
<PAGE> 74

EXHIBIT B

PLAN AND AGREEMENT OF MERGER AND REORGANIZATION

Plan and Agreement of Merger and Reorganization (hereinafter referred
to as "Agreement"), made as of the 2d day of January, 1997, by and between F&M
Bancorporation, Inc., a Wisconsin corporation and Green County Bank, a
Wisconsin banking corporation.

1. Definitions.

The following definitions shall apply in this Plan and Agreement of
Merger and Reorganization:

1.1 "Agreement" shall mean this Plan and Agreement of Merger and
Reorganization.

1.2 "BANK" shall mean Green County Bank, 1035 1st Center Avenue,
Brodhead, Wisconsin 53520.

1.3 "BANK Stock" shall mean BANK's voting capital stock $100.00
par value.

1.4 "BANK Shareholders" shall mean the shareholders of BANK
identified in the Schedule of Shareholders attached hereto as Exhibit 1.4.

1.5 "BANK Counsel" shall mean Boardman, Suhr, Curry & Field, 410
Firstar Plaza, One South Pinckney Street, P.O. Box 927, Madison, Wisconsin
53701-0927, Attn: John Knight, Esq.

1.6 "Closing Date" shall mean the date set by mutual agreement of
BANK and F&M and will not occur prior to the satisfaction or the waiver of all
of the conditions to the transaction, provided, however, that if such
conditions are met after the twentieth (20th) day of the month the Closing Date
shall be set on or before the tenth (10th) day of the following month.

1.7 "Effective Time" shall mean the effective date of the merger
as specified in the Certificate of Consolidation issued by the State of
Wisconsin Department of Financial Institutions, Division of Banking (the
"Division"). The Certificate of Consolidation shall be filed as soon as
possible after the conditions precedent to this merger have been met or waived
by F&M and BANK, but shall not be effective prior to the Closing Date.

1.8 "F&M" shall mean F&M Bancorporation, Inc., One Bank Avenue,
Kaukauna, Wisconsin 54130.

1.9 "F&M Common" shall mean F&M's voting common stock, $1.00 par
value.

1.10 "F&M Selling Price" shall mean the average closing price for
F&M Common, as quoted on the NASDAQ National Market System ("NASDAQ"), for the
fifteen (15) trading days on which F&M Common is actually traded, immediately
preceding the five (5) calendar days prior to the Closing Date of the
transaction.

1.11 "F&M Counsel" shall mean McCarty, Curry, Wydeven, Peeters &
Haak, 120 East Fourth Street, P.O. Box 860, Kaukauna, Wisconsin 54130-0860,
Attn: Randall A. Haak, Esq.

1.12 "Securities Counsel" shall mean Quarles & Brady, 411 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202-4497, Attn: Kenneth V. Hallett,
Esq.

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<PAGE> 75

1.13 "Subsidiary" shall mean F&M Interim Bank, One Bank Avenue,
Kaukauna, Wisconsin 54130, a bank to be organized as a wholly-owned subsidiary
of F&M for the purpose of this transaction.

1.14 "Registration Statement" shall mean the Registration Statement
of F&M as amended pursuant to which the shares of F&M Common to be issued in
the merger will be registered with the Securities and Exchange Commission
("SEC"), and which shall include the prospectus of F&M relating to the F&M
Common issuable in the transaction and the proxy statement of BANK to its
shareholders relating to approval of the merger (the "Prospectus/Proxy
Statement").

1.15 "Valuation Date" shall mean the last day of the month prior to
the month in which the Closing Date occurs, provided that if the conditions
precedent are met after the twentieth (20th) of the month, the Valuation Date
shall be extended to the end of the month in which the conditions precedent are
met and the Closing Date shall be on or before the tenth (10th) day of the
following month.

2. Preamble.

F&M is a multi-bank holding company with subsidiaries located in
Wisconsin. BANK is a Wisconsin banking corporation located in Brodhead,
Wisconsin. F&M and BANK, by their respective employees and agents have had the
opportunity to make such review and investigation of the other as they deem
appropriate and to negotiate the terms and conditions of this Agreement. F&M
and BANK each believe that this transaction is in their best interests and in
the best interests of their shareholders and desire to set forth their
agreement and understanding in this Agreement.

The parties have considered the proposed merger and believe that a
merger between BANK and Subsidiary resulting in BANK becoming a subsidiary of
F&M will be in the best interest of their respective corporations and
shareholders. The merger of Subsidiary into BANK is intended to constitute a
reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of
the Internal Revenue Code of 1986, as amended.

In consideration of the foregoing and the terms, conditions and
covenants of this Agreement and in reliance on the warranties and
representations contained herein, the parties adopt this Plan and Agreement of
Merger and Reorganization and agree as follows:

3. Merger of Subsidiary into BANK.

3.1 Surviving Corporation. At the Effective Time of the merger,
Subsidiary shall be merged into BANK in accordance with the laws of the State
of Wisconsin. BANK shall be the surviving corporation and the separate
corporate existence, identity, and the organization of Subsidiary, except as
specifically provided by law and this Agreement, shall cease. As the surviving
corporation, BANK shall succeed to and possess all the assets, properties,
powers, privileges, rights and immunities of Subsidiary and shall be subject to
all liabilities, obligations, limitations and duties of Subsidiary as described
in this Agreement.

3.2 Subsidiary Stock Subscription. Subject to the fulfilling of
the conditions precedent to the closing of this transaction set forth below,
F&M will transfer to Subsidiary such shares of F&M Common as may be necessary
to effect the merger, as described under paragraph 3.3 below.

3.3 Exchange of BANK Stock. At the Effective Time, the shares of
the BANK Stock shall be converted into shares of F&M Common as follows:

(a) All BANK Shareholders will receive shares of F&M
Common based upon the Exchange Ratio. The Exchange Ratio shall be calculated
by dividing the BANK Stock Price per share by the F&M Selling Price, rounded to
three decimal places. The Exchange Ratio shall be multiplied by the

B-2
<PAGE> 76

number of shares of BANK Stock held by each BANK Shareholder to determine the
number of shares of F&M Common to be issued to that BANK Shareholder.

(b) The BANK Stock Price per share will be equal to 1.60
times the BANK's Adjusted Book Value as of the Valuation Date (the total price)
divided by Two Thousand (2,000) (the number of BANK Shares outstanding),
subject to adjustment under paragraph 3.4.

(c) The BANK's Adjusted Book Value will mean the BANK's
Equity determined in accordance with the requirements for preparing quarterly
reports of condition for the FDIC as of the Valuation Date, but specifically
excluding any adjustment (positive or negative) to BANK's equity made pursuant
to FASB 115, and adjusted as necessary pursuant to paragraph 3.4 below. All
calculations shall be made as of the Valuation Date, provided, however, that
BANK's earnings from a date just prior to delivering the Prospectus to the BANK
Shareholders through the Valuation Date, may be estimated by mutual agreement
of the parties. The Calculation of BANK's Adjusted Book Value at the
Valuation Date shall not be affected by any shareholders who have elected to
exercise dissenters' rights.

(d) No fractional shares of F&M Common shall be issued;
all fractional shares will be converted to cash in an amount equal to the
fractional share determined in accordance with the formula set forth above
multiplied by F&M Selling Price.

3.4 Adjustment of BANK's Equity. The BANK's Equity is subject to
adjustment:

(a) For loans or leases which are considered as, or have
the probability of becoming, losses (i) as determined by F&M's due diligence
review of BANK as set forth in Exhibit 3.4(a), or (ii) based upon circumstances
which first arise and become known to F&M after the execution of this
Agreement, subject, however, to the mutual agreement of the parties, and if the
parties are unable in good faith to reach such a mutual agreement, either party
may withdraw from the transaction;

(b) In the event BANK's reserve for loan and lease losses
is less than the greater of 1.00% of loans and leases or $220,000, by the
amount necessary to bring the reserve to such level;

(c) As a result of any change in business practices or
accounting procedures prior to the Closing Date which have the effect of
inflating BANK's equity;

(d) As the result of a material change in the business of
BANK or an increase in its liabilities (exclusive of non-brokered deposits)
discovered after the execution of this Agreement;

(e) To reflect the fair market value, if lesser than book
value, for any OREO by BANK;

(f) For the amount of expenses incurred by BANK in
connection with this transaction which have not been accrued and accounted for
prior to the Valuation Date;

(g) Except for the obligation, if any, under agreements
described in paragraph 3.4(h) below, the amount of any obligation to any
employee, officer, director or shareholder which may become payable after the
Closing Date at the option of the employee, officer, director or shareholder as
a result of the change in control of BANK contemplated by this agreement; and
(h) As a result of any unfunded or underfunded liability
in any benefit plan maintained by BANK assuming the complete termination of
such plan, any costs of bringing such plan into compliance with law and any
costs of terminating such plan (except for any liability of BANK under the
Income Continuation Agreements dated March 14, 1995 between BANK and each of
Stanley W. Erlandson, Carole Badertscher and Nancy Church, respectively).

3.5 Articles of Incorporation. The Articles of Incorporation of
BANK in effect immediately prior to the Effective Time of the merger shall
continue in full force and effect as the Articles of Incorporation of the
surviving corporation.

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3.6 Bylaws. The Bylaws of BANK in effect immediately prior to the
Effective Time of the merger, shall continue in full force and effect as the
bylaws of the surviving corporation.

3.7 Officers, Directors and Employees. The present members of
BANK's Board of Directors will be retained by F&M as directors of the surviving
corporation provided that continued membership on the board is consistent with
safe and sound banking practices and is in the best interest of F&M and BANK.
Retirement from the Board of Directors will occur at age seventy (70), as
provided by F&M policy, provided that any current director may remain a
director until the earlier of either two (2) years from the Effective Date or
the 1999 annual shareholders' meeting of the surviving corporation. F&M
contemplates that BANK's current employees will continue to be responsible for
the BANK's operations in general, subject to review and supervision by F&M, as
determined by F&M to be consistent with safe and sound banking practices and
the best interest of F&M and BANK. The salaries and benefits to be offered
will be consistent with those currently received by the employees of F&M or its
subsidiary banks holding similar positions. Years of service with BANK shall,
to the extent permitted by applicable law, be counted as years of service with
F&M and the surviving corporation. In the unlikely event positions with the
BANK are eliminated as a result of the transaction contemplated by this
Agreement, the employees affected by such action will be covered by F&M's
severance plan, applicable to their position at the time the positions are
eliminated, based upon their years of service with BANK. The officers and
directors of BANK at the Effective Time of the merger shall remain as the
officers and directors of the surviving corporation, provided, however, and
except as expressly set forth above, that nothing in this paragraph shall
create any rights in favor of such officers and directors to continued status
as such following the consummation of the merger.

4. Representations and Warranties of BANK. BANK, by its duly authorized
officers, directors or other agents makes the following representations and
warranties to F&M, each of which is true and correct as of the date hereof, and
shall remain true and correct to and including the Closing Date, and shall be
unaffected by any investigation heretofore or hereafter made by, or any notice
to F&M:

4.1 Ownership and Authority. The current BANK Shareholders are
identified in the Schedules attached hereto as Exhibit 1.4.

4.2 BANK Organization and Authority.

(a) BANK is duly organized, validly existing and in good
standing under the laws of the State of Wisconsin and has all requisite banking
and corporate power and authority to own, operate and lease its properties and
to carry on its business as now being conducted. BANK's only office is located
in Brodhead, Wisconsin. All necessary corporate approval and authorization and
regulatory approval for BANK's present operations has been given and remains in
full force and effect and in good standing.

(b) BANK is authorized to issue Two Thousand (2,000)
shares of BANK Stock, BANK's only class of stock. BANK has Two Thousand
(2,000) shares of BANK Stock issued and outstanding, all of which are legally
and validly issued, fully paid and nonassessable except as provided by Wis.
Stats. Section 220.07.

(c) BANK has not issued and does not have outstanding any
option, warrant or convertible securities or other right to purchase or convert
any obligation into BANK's securities and has not agreed to issue or sell any
additional securities of any type.

(d) The execution, delivery and performance of this Agreement
and the consummation of the transaction contemplated under it have been duly
authorized by appropriate corporate approval exclusive of the shareholder vote
required under applicable law which will be taken before the Closing Date, and
will not violate any provision of BANK's articles of incorporation or bylaws or
any provisions of, or result in the acceleration of any obligation under the
mortgage, lien, lease, agreement, instrument, court order, arbitration award,
judgment or decree to which BANK is a party, or by which BANK is bound and will
not require the consent, authorization or approval of any other public or
private person or entity other than the approval by BANK's shareholders and the
appropriate federal and state securities and banking regulatory agencies and
will not violate any other restriction of any kind or character to which BANK
is subject.

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4.3 Financial Matters.

(a) True copies of BANK's financial statements, consisting
of balance sheets, statements of operations, statements of cash flow (for 1995
only as a part of the BANK's audit) and statements of stockholders' equity as
of the close of business on December 31, 1995, 1994, and 1993 (prepared on a
consolidated basis, if applicable), have been delivered by BANK to F&M ("BANK's
Financial Statements"). All of BANK's Financial Statements are true and
correct in all material respects and present an accurate and complete
disclosure of the financial condition of BANK as of their respective dates, and
the earnings for the periods covered, all determined in accordance with
accepted accounting standards applicable to preparation of Reports of Condition
required to be filed by BANK with the Federal Deposit Insurance Corporation,
applied on a consistent basis.

(b) BANK has good marketable title to all of its assets,
business and properties including, without limitation, all such properties
reflected in the BANK's Financial Statements as of December 31, 1995, except
(i) to the extent such assets and properties have been disposed of for fair
value in the ordinary course of business since the date of the Financial
Statements referred to in paragraph 4.3(a), as set forth in Exhibit 4.3(b),
free and clear of any mortgage, lien, pledge, security interest, assessment,
levy, charge, claim or other encumbrance, except for real estate and personal
property taxes for 1996 which are not yet due; (ii) as noted in the Financial
Statements or the notes thereto; (iii) statutory liens not yet delinquent; (iv)
security interests granted incident to borrowings by BANK from the Federal
Reserve Banks or secured deposits of funds by federal, state, municipal or
other governmental agencies; (v) minor defects and irregularities in title and
encumbrances which do not materially impair the use thereof for the purposes
for which they are held; and (vi) liens in connection with repurchase
agreements. BANK does not have any notice of any special assessment which will
be levied or assessed against any real property owned or leased by it. To the
best of BANK's knowledge, all real property owned, operated and leased by BANK
is in full compliance in all material respects with all applicable federal,
state and local statutes and regulations as currently applicable to BANK
including, but not limited to, any building codes, safety codes, OSHA
regulations, environmental laws and regulations, the Americans with
Disabilities Act, zoning ordinances and other similar codes, ordinances and
regulations. BANK has not received any citations, notices, charges or other
complaints claiming a violation of the foregoing nor is BANK aware of any
investigation of any alleged violation.

(c) All property and assets owned or currently in use by
BANK, or in which it has an interest (excluding interests which arise in
collateral given to secure loans made by BANK or because of a security interest
granted to BANK) or which are in its possession, are in good operating
condition and repair subject only to normal wear and tear. Schedules of all
real and personal property owned by BANK has previously been delivered by BANK
to F&M. If BANK leases any real or personal property, a separate schedule
clearly identifying such leased property will be included in the Schedules
delivered by BANK to F&M. As of the Closing Date, all such property and
assets will be in the condition represented above.

4.4 Changes Since December 31, 1995. Since December 31, 1995,
with respect to BANK there has not been:

(a) Any loss, damage, destruction or failure to maintain
the tangible assets of BANK (whether or not covered by insurance), or affecting
its business or properties, which will materially adversely affect the
financial condition or operations BANK.

(b) Any lapse, revocation, failure to maintain in full
force and effect or other event which, through the passage of time or the
giving of notice, or both could render any insurance coverage previously
maintained by BANK ineffective in whole or in part.

(c) Any acquisition by BANK of a capital asset at a cost
in excess of Five Thousand Dollars ($5,000.00) except for the addition of a new
air conditioning system for Fifteen Thousand Dollars ($15,000.00) without prior
approval of F&M.

(d) Any amendment to their Articles of Incorporation or
Bylaws.

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(e) Any change in accounting procedures, practices or
methods from those used by BANK in prior years.

(f) Any increase in or agreement to increase salaries,
wages, fringe benefits, benefits under any plan subject to ERISA, or other
compensation of any officers, directors, employees or agents of BANK, except
that for 1996, BANK may (i) grant wage and/or salary increases consistent with
past practices which do not exceed, in the aggregate, four percent (4%) of the
wages and salaries being paid as of December 31, 1995, and (ii) pay bonuses
which do not exceed those paid in 1995 without the prior consent of F&M.

(g) Any issuance, or agreement to issue, on or before the
Closing Date or thereafter, directly or indirectly, any additional shares of
BANK Stock, any other class of stock, or other securities of BANK.

(h) Any declaration, setting aside or payment of any
dividend or any distribution in respect to BANK's stock or any redemption,
purchase or other acquisition by BANK of any stock or any other repayments to
the shareholders of BANK, except for dividends of Ten and 00/100 Dollars
($10.00) per share paid in July, 1996 and of Twelve and 00/100 Dollars ($12.00)
per share which may be paid in December, 1996.

(i) Any sale, transfer, or other disposition, prior to
maturity, of any security or other earning asset (exclusive of loans and
leases).

(j) Any borrowings or other indebtedness (excluding
deposit liabilities) in excess of the amounts disclosed by BANK's December 31,
1995 Financial Statements, except in the ordinary course of business and
consistent with BANK's borrowings and indebtedness incurred in 1995.

(k) Any mortgage, lien, pledge, security interest,
assessment, levy, charge, claim or other encumbrance made with respect to any
of the properties or assets of BANK in addition to those disclosed by BANK's
December 31, 1995 Financial Statements, except to provide security for deposits
with BANK in the ordinary course of its business.

(l) Any sale, transfer or other disposition of assets of
BANK except in the normal course of business and consistent with past
practices, nor has that BANK sold, transferred or disposed of any securities
prior to maturity.

(m) Any material change in the manner in which business
was being conducted by BANK prior to December 31, 1995, or other material
failure by BANK to use its best efforts to maintain its present business
organization (subject to the terms of this Agreement), employees and customers.

(n) Any loan or commitment to make a loan by BANK with an
interest rate, repayment term, collateral or security requirement or other
condition which are materially different from those upon which BANK made loans
prior to December 31, 1995, except to the extent such difference is in response
to competitive conditions encountered by BANK.

(o) Any other materially adverse change in BANK's
prospects, financial condition, assets, liabilities, properties or business.

4.5 Liabilities.

(a) BANK has no liabilities, whether accrued, absolute,
contingent or otherwise, which arose or relate to any transaction or occurrence
involving BANK or its officers, directors, employees, agents or servants prior
to the date of this Agreement which are not disclosed by the BANK's Financial
Statements described above. To the best of its knowledge, as of the date
hereof, no known circumstances, conditions, happenings, events or arrangements,
contractual or otherwise, exist which may hereafter give rise to any such
liabilities of BANK.

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(b) To the best of its knowledge and except as disclosed
on Exhibits 3.4(a) and 8.19, all parties with whom BANK has contractual
arrangements are in compliance therewith. BANK has not declared, and is not
prepared to declare, any such parties in default under any such contractual
arrangements. BANK is not default in any material respect under any contracts
to which it is a party, nor has any event occurred, which through the passage
of time or the giving of notice or both, would constitute a default under any
such contract or obligation or cause the acceleration of any obligation of BANK
or result in the creation of any lien, charge, assessment, encumbrance or other
claim whatsoever upon any asset of BANK. None of the contracts to which BANK
is a party will be adversely affected by the transaction contemplated by this
Agreement.

(c) To the best of its knowledge, BANK is in compliance
in all material respects with all applicable federal, state, county and local
statutes, ordinances, regulations, decrees, orders, or other laws, the
violation of which would have a material adverse effect on the financial
condition of BANK. BANK has not received notice of any alleged violation of
any such statutes, ordinances, regulations, decrees, orders or other laws.

(d) No legal, administrative or other proceedings,
investigations or inquiries or other claims, judgments, consent decrees,
stipulations, injunctions or restrictions are either pending or outstanding, or
to the best of its knowledge, threatened against or involving BANK or affecting
its assets, properties or business. BANK does not know, or have any grounds to
know, of any basis for any such proceedings, investigations or inquiries or
other claims, judgments, consent decrees, stipulations, injunctions or
restrictions.

(e) A schedule of all insurance policies in effect as to
BANK is set forth in Exhibit 4.5(e). All policies of insurance carried by BANK
are in full force and all premiums thereon have been paid in a timely manner
and are paid to date and all bonds have been acquired and maintained on all
employees, agents, officers and directors of BANK required to be bonded. Said
insurance and bonds, including but not limited to, general comprehensive
(commercial) public liability insurance covering personal injuries, death and
property damage, fidelity bonds and worker's compensation insurance have been
acquired and maintained for at least the past five (5) years.

4.6 Taxes. BANK has filed all federal, state and local tax
returns and reports covering income, sales, use, real or personal property or
other taxes of any type required to be filed and has paid all taxes including
any interest, penalties and assessments which are due and required to be paid.
The taxes provided for in BANK's Financial Statements and which will be
provided for prior to the Closing Date will be adequate for the payment of any
unpaid taxes as of such dates. BANK's federal income tax return has never been
audited. BANK has not waived any restrictions on the assessment or collection
of any taxes or consented to the extension of any statute of limitations
relating to any tax liability. BANK has not determined or been advised that
BANK may be liable for a material deficiency or other liability in respect to
any state or federal income tax returns or other tax returns previously filed
by BANK.

4.7 Contracts and Commitments. Except for the Income Continuation
Agreements described in paragraph 3.4(h), BANK has no contracts or commitments,
either oral or written, with any officer, director, shareholder, employee,
customer, depositor, supplier of goods or services or any other entity or
person which contain any terms or conditions which are not usual and customary
under the circumstances and which may have a material adverse effect on the
operations, profitability or net worth of BANK.

4.8 Reporting and Withholding on Payment of Interest. To the best
of its knowledge, BANK has fully complied with the Internal Revenue Code (the
"Code"), and all rules and regulations of the Internal Revenue Service ("IRS")
issued thereunder, with respect to the reporting of payments of interest and
other payments by it, and has complied with all provisions requiring the
withholding for income taxes on such amounts when required. BANK has
instituted adequate procedures to assure compliance with such provisions. To
the best of its knowledge, all reporting to the IRS required of BANK has been
done in a timely manner via proper medium. BANK has not been advised of any
violation or potential violation with respect to such reporting requirements.

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4.9 Employees and Employee Benefits.

(a) Except for the agreements described in paragraph
3.4(h): BANK is not a party to or bound by any written or oral (i) employment
or employment-related consulting contract which is not terminable at will by
the BANK without penalty, (ii) plan or agreement providing for any employee
bonus, deferred compensation, pension, profit sharing, retirement benefits,
stock purchase, stock option, employee pension benefit plan or employee welfare
benefit plan except as set forth in paragraphs 4.9(b) and 4.9(c) to this
Agreement.

(b) Except for the Income Continuation Agreements
described in paragraph 3.4(h), all pension, profit sharing, or other employee
pension benefit plans of BANK ("the Plans") described in Exhibit 4.9(b) and are
now, and will continue until the Closing Date to be, qualified Plans under
Section 401(a) of the Code, in full compliance with the Employee Retirement
Income Security Act of 1974 as amended ("ERISA"). To BANK's best knowledge,
all premiums, notices, reports and other filings required to be delivered or
filed under applicable law with respect to such Plans have been duly and timely
delivered or filed. BANK has no knowledge of any fact or circumstance which
would materially and adversely affect such Plans' qualified status or
compliance as above described, or of any "reportable event" (as such term is
defined in Section 4043(c) of ERISA) or any "prohibited transaction" (as such
term is defined in Section 406 of ERISA and Section 4975(c) of the Code) which
has occurred since the date on which said sections first became applicable to
the Plans. The Plans satisfy the minimum funding standards set forth in the
Code and ERISA. As of the Closing Date there will be no unfunded vested
liability of the Plans, except for the obligation of BANK for contributions for
the current year which are not yet due and payable but for which adequate
amounts are being accrued on a monthly basis.

(c) Except for the Income Continuation Agreements
described in paragraph 3.4(h), all employee welfare benefit plans of BANK (the
"Welfare Plans") are described in Exhibit 4.9(c) and are now, and will continue
until the Closing Date to be, in full compliance with the Code and the Employee
Retirement Income Security Act of 1974 as amended ("ERISA"). To BANK's best
knowledge, all notices, reports and other filings required to be delivered or
filed under applicable law with respect to such Welfare Plans have been duly
and timely delivered or filed. BANK has no knowledge of any fact or
circumstance which would adversely affect such Welfare Plans' compliance as
above described or any "prohibited transaction" (as such term is defined in
Section 406 of ERISA and Section 4975(c) of the Code) which has occurred since
the date on which said sections first became applicable to the Welfare Plans.

(d) No person or governmental agency has made any claim
against BANK or its directors, officers, employees or agents arising out of any
statute, ordinance or regulation alleging (i) discrimination against applicants
for employment, employees or the public, (ii) any employment practices,
policies or procedures are discriminatory or have been breached, (iii) a
failure to comply with federal and state wage and hour laws, rules or
regulations, (iv) a violation of occupational safety and health statutes,
regulations or standards or (v) that BANK has committed an unfair labor
practice(s).

4.10 Environmental Matters.

(a) To the best knowledge of BANK, there has been no
release of any hazardous substance, as defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") nor
any release of oil or hazardous substance as provided under Wis. Stats.
Section 144.76, on, upon or into the real property owned or leased to BANK or,
to the best of BANK's knowledge upon any real estate or property which secures
any loan made by BANK or which BANK has a right to acquire upon foreclosure or
otherwise.

(b) Based upon such information which has come to BANK in the
ordinary course of business, but without making any independent investigation
or verification, BANK is not specifically aware of any such releases on, upon
or into any real property adjoining or in the vicinity of the property
described in paragraph 4.10(a) above, which through air, soil or groundwater
migration could have come to be located upon any property owned or leased by
BANK, or which secures a loan made by BANK or which may be acquired by BANK in
foreclosure.

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4.11 Accuracy of All Statements. No representation or warranty by
BANK in this Agreement or otherwise, in any of BANK's Financial Statements, or
in any other statement, certificate, schedule or exhibit hereto furnished or to
be furnished by or on behalf of BANK pursuant to this Agreement, nor any
document or certificate delivered to F&M pursuant to this Agreement or in
connection with actions contemplated hereby, contains or shall contain any
untrue statement of material fact or omits or shall omit a material fact
necessary to make the statement contained therein not misleading.

4.12 Prospectus/Proxy Statement. The parts of the Prospectus/Proxy
Statement which are provided or reviewed by the BANK with respect to BANK will
not, at the date it is first mailed or delivered to the BANK's Shareholders,
and will not, at the date or dates of the meeting of the BANK's Shareholders
called to approve the Merger, as then amended or supplemented, contain any
statements that are, at the time at which, and in light of the circumstances
under which they are made, false or misleading with respect to any material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not false or misleading.
Notwithstanding the foregoing, the BANK makes no representation or warranty
regarding and shall have no responsibility for the accuracy of any information
with respect to F&M or Subsidiary or any of their affiliates or subsidiaries
contained in the Prospectus/Proxy Statement.

4.13 Financial Adviser. BANK has not engaged, consented to engage,
or authorized any financial adviser, broker, investment banker, or similar
third party to act on its behalf, directly or indirectly, in connection with
the transaction contemplated by this Agreement.

5. Representations and Warranties of F&M.

F&M, by its duly authorized officers, employees or other agents makes
the following representations to BANK, each of which is true and correct as of
the date hereof and shall remain true and correct to and including the Closing
Date, shall be unaffected by any investigation heretofore or hereafter made by
or any notice to BANK except as set forth herein.

5.1 Organization and Authority.

(a) F&M is a corporation duly organized, validly existing
and in good standing under the laws of the State of Wisconsin with all
requisite corporate power and authority to own, operate and lease its
properties and to carry on its business as now being conducted and to enter
into and perform its obligations under this Agreement, upon receiving the
necessary approval from the federal and state regulatory authorities. F&M is
only qualified to do business in the State of Wisconsin and has received
approval from the Federal Reserve Bank of Chicago to engage in business as a
bank holding company.

(b) Subsidiary will be organized as a banking corporation
under laws of the State of Wisconsin and upon organization will have all
requisite banking and corporate power and authority to enter into and perform
its obligations under this Agreement, upon receiving the approval of F&M and
the federal and state regulatory authorities. Subsidiary will be a
wholly-owned subsidiary of F&M.

(c) F&M is authorized to issue Twenty Million
(20,000,000) shares of F&M Common and has Six Million Nine Hundred Eighty
Thousand Nine Hundred Forty (6,980,940) shares issued and outstanding. These
outstanding shares are legally and validly issued and fully paid and
nonassessable except as provided by Wis. Stats. Section 180.0622(2)(b).

5.2 Performance of this Agreement. The execution, delivery and
performance of this Agreement and the consummation of the transaction
contemplated under it have been duly authorized by appropriate corporate action
and will not violate any provision of F&M's articles of incorporation or bylaws
or any provisions of, or result in the acceleration of any obligation under any
mortgage, lien, lease, agreement, instrument, court order, arbitration award,
judgment or decree to which F&M is a party, or by which F&M is bound and will
not require the consent, authorization or approval of any other public or
private person or entity other than the approval by F&M as the sole shareholder
of Subsidiary and the appropriate federal and state securities and banking
regulatory agencies and will not violate any other restriction of any kind or
character to which F&M is subject except as set forth in this Agreement.

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5.3 Legality of Shares to be Issued. The shares of F&M Common to
be delivered pursuant to this Agreement, when so delivered, will have been duly
and validly authorized and issued by F&M and will be fully paid and
nonassessable, except as provided by Wis. Stats. Section 180.0622(2)(b). Such
shares of F&M Common shall have been registered by F&M under the Securities Act
of 1993, and shall be freely transferrable thereunder (except for restrictions
on transfer applying to affiliates of F&M and BANK).

5.4 Financial Statements. True copies of the audited consolidated
financial statements of F&M consisting of consolidated balance sheets,
consolidated statements of income, consolidated statements of stockholder's
equity and consolidated statements of cash flows as of the close of business on
December 31, 1995 and 1994, have been delivered by F&M to BANK (F&M's Financial
Statements). All of F&M's Financial Statements are true and correct in all
material respects and present an accurate and complete disclosure of the
financial condition of F&M as of their respective dates and of the earnings for
the periods covered, in accordance with generally accepted accounting
principles applied on a consistent basis, except that such financial statements
have not been restated to reflect F&M's acquisition of F&M Bank-Algoma (f/k/a
Community State Bank), which is being accounted for as a pooling of interests.

5.5 Litigation. There are no legal, administrative or other
proceedings, investigations or inquiries or other claims, judgments, consent
decrees, stipulations, injunctions or restrictions, either threatened, pending
or outstanding against or which may have a material adverse effect on F&M or
its properties or business, nor does F&M know, or have reasonable grounds to
know, of any basis for any such proceedings, investigations or inquiries, or
other claims, judgments, consent decrees, stipulations, injunctions or
restrictions.

5.6 Directors, Officers and Employees of BANK. Neither F&M or its
directors, officers, employees, agents, attorneys or accountants have made or
will make any representations or warranties as to any further positions with
BANK or F&M following the consummation of the transaction contemplated by this
Agreement to any director, officer or employee of BANK, except as set forth in
written agreements between BANK and any of its employees as disclosed to F&M
and except as provided in paragraph 3.7. F&M will provide the officers and
directors of BANK with directors' and officers' liability insurance (without
any exclusion for prior acts) with the same limits of liability, deductibles
and terms and conditions as is provided by other subsidiaries of F&M. This
representation is intended to create a contractual right for the benefit of
BANK's officers and directors and may be separately enforced by them subsequent
to consummation of the transaction contemplated by this Agreement in the event
F&M fails to comply with this representation, provided, however, nothing herein
shall obligate F&M to provide such coverage if it determines in its sole
discretion not to provide such coverage to all of its subsidiary banks.

5.7 Accuracy of All Statements. No representation or warranty by
F&M in this Agreement or otherwise, nor any financial statements, statement,
certificate, schedule or exhibit hereto furnished or to be furnished by or on
behalf of F&M pursuant to this Agreement, nor any document or certificate
delivered to BANK pursuant to this Agreement or in connection with actions
contemplated hereby, contains or shall contain any untrue statement of material
fact or omits or shall omit a material fact necessary to make the statement
contained therein not misleading.

5.8 Prospectus/Proxy Statement. The Prospectus/Proxy Statement
will not, at the date it is first mailed or delivered to the BANK's
shareholders, and will not, at the date or dates of the meeting of the BANK's
Shareholders called to approve the Merger, as then amended or supplemented,
contain any statements that are at the time at which, and in light of the
circumstances under which they are made, false or misleading with respect to
any material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not false or
misleading. Notwithstanding the foregoing, F&M makes no representation or
warranty and shall have no responsibility for the accuracy of any information
contained in or omitted from the Prospectus/Proxy Statement in so far as it
relates to BANK.

5.9 No Broker. All negotiations relative to this Agreement and
the transaction contemplated hereby have been carried on directly by F&M with
BANK without the intervention of any broker or third party on behalf of F&M.
F&M has not engaged, consented to engage, or authorized any broker, investment

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banker, or third party to act on its behalf, directly or indirectly, in any
capacity in connection with the transaction contemplated by this Agreement.

6. Covenants of BANK.

BANK hereby covenants and agrees as follows:

6.1 Access to Information. F&M and its authorized representatives
shall have full access during normal business hours to all properties, books,
records, contracts and documents of BANK and BANK shall furnish or cause to be
furnished to F&M and its authorized representative all information with respect
to the affairs and business of BANK as F&M may reasonably request.

6.2 Actions Prior to Closing. From and after the date of this
Agreement and until the Closing Date, BANK:

(a) Shall carry on its business diligently and
substantially in the same manner as heretofore and BANK shall not engage in or
institute any unusual or novel methods of doing business without the prior
written consent of F&M and shall use its best efforts to inform F&M in advance
before either introducing any new products or services or modifying any
existing products or services.

(b) Shall not (i) grant any increase in the rates of pay,
salary or compensation provided to its officers, directors or employees, which
in combination with all increases granted since January 1, 1996 exceed in the
aggregate four percent (4%) of the total compensation paid to the officers,
directors or employees of BANK as of December 31, 1995, (ii) increase the
amount of any bonus payable for the fiscal year ended December 31, 1996 in
excess of the amount paid by BANK, for the year ended December 31, 1995, (iii)
pay any bonus for the 1997 fiscal year (except for amounts paid in 1997 for the
1996 fiscal year) and (iv) shall not increase or decrease: the benefits
provided under, the contribution to, or the cost sharing allocation of any
employee fringe benefit or of any of the benefit plans described in Exhibits
4.9(b) and 4.9(c), except for normal adjustments imposed by third party
providers.

(c) Shall not enter into any contract or commitment or
engage in any transaction which is not in the normal course of business and
which is not consistent with BANK's past business practices.

(d) Shall not create any indebtedness other than (i)
short term indebtedness incurred in the normal course of business, (ii)
indebtedness incurred pursuant to an existing contract previously disclosed to
F&M or (iii) indebtedness other than as necessary to do the acts and things
contemplated by this Agreement.

(e) Shall not declare or pay any cash dividend, stock
dividend or make any other distribution in respect of its stock, or directly or
indirectly redeem, purchase or otherwise acquire any of its own stock, or grant
any stock warrant, options or issue directly or indirectly any shares of common
or preferred stock or any other security of any type whatsoever or in any way
dispose of any shares of its own stock or any other security, except that
dividends may be paid by the BANK prior to the Closing Date provided the total
of all dividends declared prior to the Closing Date and those paid prior to the
date of this Agreement since January 1, 1996, do not and will not exceed
Forty-four Thousand and 00/100 Dollars ($44,000.00), and if this transaction is
not closed by June 1, 1997, an additional dividend of not more than Twenty
Thousand and 00/100 Dollars ($20,000.00), without the prior written consent of
F&M.

(f) Shall not amend its Articles of Incorporation or
Bylaws or make any changes in authorized or issued stock.

(g) Shall maintain current insurance in effect and
acquire such additional insurance as may be reasonably required by increased
business and risks, and operate, maintain and repair all property in a normal
business manner.

(h) Shall make adequate provision for any income tax
which will be due with respect to any 1996 or 1997 earnings accrued prior to
the Closing Date and shall file all tax reports or returns and pay

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all income, franchise, sales, use, excise or other taxes on or before the date
on which such reports, returns, or payments are due.

(i) Shall pay all liabilities in a timely manner on or
before their due dates and shall make adequate provision or accruals for all
liabilities of BANK.

(j) Shall use its best efforts (without making any
commitments on behalf of F&M) to preserve its business organization intact, to
keep available to F&M the present key officers and employees of BANK and to
preserve for F&M the present relationships of BANK with its suppliers,
customers and others having business relations with them.

(k) Shall not sell or dispose of any property or assets
except in the normal course of business, including but not limited to, selling
or disposing of any securities held by BANK prior to their normal maturity
dates without the prior written consent of F&M.

(l) Shall promptly notify F&M of any lawsuits, claims,
proceedings, regulatory actions or investigations that may be threatened,
brought, asserted or commenced against it or its officers, directors, employees
or agents involving in any way the business, properties or assets of BANK.

(m) Shall not make loans or grant credit to any customer
on terms materially more favorable than those which are available from
competitive sources. F&M and BANK understand that BANK, in order to meet
market conditions may need to offer terms more favorable than those currently
offered but that BANK will not be a market leader in this regard.

(n) Shall not allow BANK's primary capital to asset ratio
(12 C.F.R. Part 325 method), determined in accordance with accepted accounting
standards applicable to preparation of Reports of Condition required to be
filed with the Federal Deposit Insurance Corporation, applied on a consistent
basis, to drop below eight percent (8%).

(o) Shall remain in compliance with all agreements,
commitments, understandings, undertakings or other obligations to the Division,
the FDIC or any other regulatory agency having jurisdiction over BANK.

(p) Shall cooperate fully and completely with F&M in the
preparation and filing of the Registration Statement, and shall provide to F&M
such information as may be required for use therein pertaining to BANK, or its
businesses or operations.

(q) Shall not take any action which would be reasonably
likely to make unavailable either the pooling of interests accounting treatment
of the merger or to cause the merger not to qualify as a tax-free
reorganization.

6.3 Audited Financial Statements. BANK shall, at F&M's expense,
deliver audited financial statements to F&M for the period ended December 31,
1995 on or before January 15, 1997.

6.4 Stock Records. Prior to the special shareholders meeting to
approve the Merger, the Board of Directors of BANK, in accordance with its
bylaws, shall take such steps as are necessary to close its stock transfer
books and establish a record date for such meeting after the close of the
transfer books, furnish F&M with a current shareholder list as of such record
date and validly call a special shareholders meeting.

6.5 Reserve for Loan and Lease Losses. Prior to December 31, 1996,
BANK shall increase its reserve for loan and lease losses to one and 50/100
percent (1.50%) of loans and leases and shall take such action as may be
necessary to maintain this reserve at this level until the Closing Date,
provided however that the amount of such increase from one percent (1.00%) of
loans and leases to one and 50/100 percent (1.50%) of loans and leases shall
not be considered in determining the BANK's Adjusted Book Value under
paragraphs 3.3 and 3.4.

B-12
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7. Covenants of F&M. F&M hereby covenants and agrees as follows:

(a) As promptly as practicable after the execution of
this Agreement, F&M, with the cooperation of BANK, shall prepare and file with
the SEC the Registration Statement. As promptly as practicable after comments,
if any, are received from the SEC on such preliminary Registration Statement,
F&M, with the cooperation of BANK, shall file with the SEC an amendment to the
Registration Statement responding to such comments, and shall seek to have such
Registration Statement declared effective. F&M shall also use its best efforts
to qualify, under the blue sky laws of the various states in which BANK
Shareholders are located, the shares of F&M Common Stock to be issued pursuant
to this transaction and shall file the NASD Listing Application in a timely
manner. F&M shall pay the expenses of preparing and delivering the joint
Prospectus/Proxy Statement for BANK's Shareholders.

(b) As promptly as practicable after the execution of
this Agreement, F&M shall take action to organize Subsidiary, to capitalize
Subsidiary and to take such other actions as may be necessary to cause
Subsidiary to perform its obligations in connection with this transaction.

(c) As promptly as practicable after the execution of
this Agreement, F&M shall take action to obtain regulatory approval of this
transaction.

(d) Shall not take any action which would be reasonably
likely to make unavailable either the pooling of interest accounting treatment
of the merger or to cause the merger not to qualify as a tax-free
reorganization.

8. Conditions Precedent to F&M's Obligation. Each and every obligation
of F&M and Subsidiary to be performed on the Closing Date shall be subject to
the satisfaction prior thereto of the following conditions:

8.1 Truth of Representations and Warranties. The representations
and warranties made in this Agreement or given on behalf of BANK hereunder,
shall have been continuously true and correct from the date of execution of
this Agreement to the Closing Date, and shall be true and correct on and as of
the Closing Date with the same effect as though such representations and
warranties had been made or given on and as of the Closing Date and BANK shall
have complied with all other terms, conditions and covenants of this Agreement.

8.2 Compliance with Covenants. Except as expressly set forth in
paragraph 8.7, BANK shall have performed all of its obligations, and complied
with all of the covenants under this Agreement which are to be performed or
complied with by it from the date of this Agreement through and as of the
Closing Date, including the delivery of the closing documents specified in
paragraph 10.3.

8.3 Absence of Suit. No action, suit or proceeding before any
court or any governmental or regulatory authority shall have been commenced or
threatened, and no investigation by any governmental or regulatory authority
shall have been commenced, against F&M, Subsidiary or BANK, or any of the
affiliates, associates, officers, directors or employees of any of them,
seeking to restrain, prevent or change the transaction contemplated hereby, or
questioning the validity or legality of any such transaction, or seeking
damages in connection with any of such transaction.

8.4 BANK's Director and Shareholder Authorization. The merger
contemplated by this Agreement shall have been duly and validly authorized by
BANK's directors and shareholders in accordance with the laws of the State of
Wisconsin.

8.5 Receipt of Approvals. All approvals, consents and/or waivers,
including any approvals required by any federal or state governmental
regulatory agency, that are necessary to effect the transactions contemplated
hereby shall have been received and all waiting periods thereunder shall have
expired, provided the failure to obtain the same was not the result of an act
or omission by F&M.

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8.6 Accuracy of Financial Statements. In the event interim
financial statements are provided to F&M by BANK, F&M and its representatives
shall be reasonably satisfied as to the accuracy of all interim balance sheets,
statements of income and other financial statements of BANK furnished to F&M
and Subsidiary for periods ended after December 31, 1995.

8.7 Legal Opinion. F&M shall have received the opinion of BANK
Counsel referred to in subparagraph 10.3(e).

8.8 Time Limit on Closing. Closing shall have taken place by April
30, 1997.

8.9 Proceedings and Instruments Satisfactory; Certificates. All
proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as F&M may reasonably request shall have
been delivered to F&M. BANK shall have delivered certificates in such detail
as F&M may reasonably request as to compliance with the conditions set forth in
this Article 8.

8.10 Securities Matters. The Registration Statement shall have been
declared effective under the Securities Act of 1933 by the SEC. No stop order
suspending the effectiveness of the Registration Statement shall have been
issued by the SEC and no proceedings for that purpose shall, to the knowledge
of F&M, on or prior to the Effective Time, have been initiated or threatened by
the SEC. F&M shall have received all other federal or state securities permits,
exemptions, registrations or other authorizations necessary to issue the F&M
Common in exchange for the BANK Stock to consummate the merger.

8.11 Prospectus/Proxy Statement. The Prospectus/Proxy Statement will
not contain any untrue statement of a material fact or omit any material fact
required to be stated therein or necessary to make the statements contained
therein, in the light of the circumstances under which they were made, not
misleading.

8.12 Exchange of Stock Certificates. As a condition of delivery of
the consideration required by this Agreement, the BANK Shareholders shall have
executed and delivered documents assigning their shares of BANK Stock to F&M
and/or Subsidiary containing appropriate representations regarding tax matters,
ownership, authority to act, residency and such other matters as F&M shall
request.

8.13 Affiliates of BANK. Each person who shall be deemed to be an
"affiliate" of BANK within the meaning of the Securities Act of 1933 and Rule
145 promulgated by the SEC thereunder shall have executed and delivered to F&M
an Affiliate's Undertaking, in the form attached hereto as Exhibit 8.13, dated
as of the Effective Time.

8.14 Pooling Accounting. The merger contemplated herein shall be
treated as and qualify for accounting using the pooling of interests method.

8.15 No Change Prior to Closing Date. No material adverse change in
the business or financial condition of BANK shall occur after the execution of
this Agreement but prior to the Closing Date.

8.16 Tax Status. No information has been discovered or made known to
F&M to indicate that the IRS has challenged or intends to challenge the status
of this transaction as a tax-free reorganization.

8.17 Dissenters Rights. That no more than ten percent (10%) of the
total consideration paid by F&M in this transaction, determined in accordance
with the accounting rules applicable to the pooling of interests, shall be paid
in cash, including amounts paid for fractional shares and amounts paid to BANK
Shareholders who exercise their dissenters rights under Wis. Stats. Section
221.0702.

8.18 Employment Agreements. The letter of clarification in the
form attached hereto as Exhibit 8.18 from BANK and its employees, Stanley W.
Erlandson, Carole Badertscher and Nancy Church regarding the Income
Continuation Agreements dated May 14, 1995, executed by BANK and each of the
employees identified above shall have been executed and delivered to F&M.

B-14
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8.19 Accounting Adjustments. Prior to the Valuation Date, the loans
identified on Exhibit 3.4(a) shall either be collected in full or the
uncollected portion thereof written off and charged against the reserve for
loan and lease losses. In addition, BANK shall, prior to the Valuation Date,
make the adjustments for the items shown on Exhibit 8.19.

9. Conditions Precedent to BANK's Obligations.

Each and every obligation of BANK to be performed on the Closing Date
shall be subject to the satisfaction prior thereto of the following conditions:

9.1 Truth of Representations and Warranties. The representations
and warranties made by F&M in this Agreement or given on its behalf hereunder,
shall have been continuously true and correct from the date of execution of
this Agreement to the Closing Date, and shall be true and correct on and as of
the Closing Date except for the statements in paragraph_5.1(c) with the same
effect as though such representations and warranties had been made or given on
and as of the Closing Date.

9.2 F&M's Compliance. F&M shall have performed and complied with
all of its obligations under this Agreement which are to be performed or
complied with by it prior to or as of the Closing Date, including delivery of
the closing documents.

9.3 Absence of Suit. No action, suit or proceeding before any
court or any governmental or regulatory authority shall have been commenced or
be threatened and, no investigation by any governmental or regulatory authority
shall have been commenced, against F&M, Subsidiary or BANK, or any of the
affiliates, associates, officers, directors or employees of any of them,
seeking to restrain, prevent or change the transactions contemplated hereby, or
questioning the validity or legality of any such transactions, or seeking
damages in connection with any of such transactions.

9.4 Proceedings and Instruments Satisfactory; Certificates. All
proceedings, corporate or otherwise, to be taken by F&M in connection with the
transaction contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as BANK may reasonably request shall
have been delivered to BANK. F&M shall have delivered certificates in such
detail as BANK may reasonably request as to compliance with the conditions set
forth in this Article 9.

9.5 Receipt of Approvals. All approvals, consents and or waivers,
including any approvals required by any federal or state governmental
regulatory agency that are necessary to effect the transactions contemplated
hereby shall have been received, and all waiting periods shall have expired
provided the failure to obtain the same was not the result of an act or
omission by BANK.

9.6 Time Limit on Closing. Closing shall have taken place by April
30, 1997.

9.7 Legal Opinion. BANK shall have received the opinion of F&M
Counsel referred to in subparagraph 10.4(d).

9.8 Prospectus/Proxy Statement. The Prospectus/Proxy Statement will
not contain any untrue statement of material fact or omit any material fact
required to be stated therein or necessary to make the statements contained
therein, in the light of the circumstances under which they were made, not
misleading.

9.9 Tax Status. No information has been discovered or made known to
BANK to indicate that the IRS has challenged or intends to challenge the status
of this transaction as a tax-free reorganization.

9.10 Tax Opinion. BANK Shareholders shall have received an opinion
from F&M Counsel satisfactory to BANK and for the benefit of BANK shareholders
to the effect that the transaction contemplated by this Agreement shall be
tax-free to those BANK Shareholders who receive F&M Common in exchange for
their BANK Stock (excluding fractional or dissenting shares).

9.11 Shareholder Vote. BANK Shareholders and directors shall have
approved the transaction as required by applicable law.

B-15
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9.12 Securities Matters. The Registration Statement shall have been
declared effective under the Securities Act of 1933 by the SEC. No stop order
suspending the effectiveness of the Registration Statement shall have been
issued by the SEC and no proceedings for that purpose shall, to the knowledge
of F&M, on or prior to the Effective Time, have been initiated or threatened by
the SEC. F&M shall have received all other federal or state securities permits,
exemptions, registrations or other authorizations necessary to issue the F&M
Common in exchange for the BANK Stock to consummate the merger.

10. Closing.

10.1 Time and Place. The closing of this transaction ("Closing")
shall take place at the offices of F&M (or such other place as the parties may
agree) on the Closing Date.

10.2 Rights of BANK Shareholders After the Effective Time. After
the Effective Time and until the surrender of a stock certificate representing
shares of BANK Stock, each such outstanding certificate, which prior to the
Effective Time represented shares of BANK Stock, shall be deemed for all
purposes, subject to the further provisions of this Agreement, to evidence the
ownership of the number of full shares of F&M Common into which such shares
have been converted; provided, however, that unless and until any such
certificates representing BANK Stock shall be so surrendered, the stock
certificate representing the shares, any dividends or other distributions of
any kind payable in respect of shares of F&M Common into which such BANK Stock
has been converted, shall be withheld by F&M. Upon the subsequent surrender
and exchange of such BANK Stock certificates, such holder of record of the
certificates formerly representing shares of BANK Stock (or such holder's
assignee) shall be paid the amount of any such cash dividends or other
distributions, without interest, which became payable under this Agreement to
holders of record of shares of F&M Common on or after the Effective Time and
prior to the surrender and exchange of the certificates. Delivery of
certificates representing shares of F&M Common to former BANK Shareholders who
have tendered their certificates for their shares of BANK Stock at or before
the Effective Time shall be made as soon as reasonably possible after the
Effective Time.

10.3 Documents to be Delivered by BANK. At the time of or prior to
the closing, BANK shall deliver the following documents:

(a) A certificate by the chairman, vice-chairman or
president of BANK to the best of such officer's knowledge (i) that the
representations and warranties made by BANK as the case may be in this
Agreement are true and correct on as of the Closing Date with the same effect
as though such representations and warranties had been made on or given on and
as of the Closing Date, (ii) that BANK has performed and complied with all of
its obligations under this Agreement which are to be performed or complied with
by or prior to or on the Closing Date, and (iii) that all Schedules and
Exhibits delivered by BANK to F&M prior or as of the Closing Date are true,
correct and complete as of the Closing Date.

(b) An Incumbency Certificate for the officers executing
the documents in connection with the transaction contemplated hereby.

(c) Copies of the Articles of Incorporation and Bylaws of
BANK, duly certified by their respective custodians as true, correct and
complete copies thereof, including any amendments as of the Closing Date.

(d) A written opinion from BANK counsel dated as of the
Closing Date addressed to F&M and F&M Counsel, in form and substance
substantially in the form attached hereto as Exhibit 10.3(d).

(e) Certified copies of resolutions adopted by BANK's board
of directors to the effect that the execution, delivery and performance of this
Agreement and the transactions contemplated by it have been duly and validly
authorized in accordance with the laws of the State of Wisconsin and of the
action taken by the BANK's Shareholders to approve the merger as provided by
Wis. Stats. Section 221.0702.

(f) Such other documents of transfer, certificates or
authority and other documents as F&M may reasonably request.

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10.4 Documents to be Delivered by F&M and Subsidiary. At the
closing F&M and Subsidiary shall deliver the following documents:

(a) Certificates for shares of F&M Common as determined
under Article 3 of this Agreement which condition shall be met by authorization
by F&M to its exchange agent to release such shares to the BANK Shareholders
when all conditions to this transaction have been met or waived. Such
certificates will be in the name of BANK Shareholders entitled to the same in
accordance with their interest in BANK as of the Effective Time provided,
however, that any certificates need not be delivered until such time as the
provisions of paragraph 10.2 have been complied with by such Shareholders.

(b) An Incumbency Certificate relating to all parties
executing documents relating to any of the transactions contemplated hereby on
behalf of F&M and Subsidiary.

(c) A certificate by an officer of F&M that, to the best of
such officer's knowledge, (i) the representations and warranties made by F&M
and Subsidiary in this Agreement are true and correct as of the Closing Date,
(ii) that F&M and Subsidiary have performed and complied with all of their
obligations which are to be performed or complied with by or prior to or as of
the Closing Date and (iii) that all Schedules and Exhibits delivered by F&M to
BANK are true, correct and complete as of the Closing Date.

(d) A written opinion from counsel for F&M and Subsidiary
dated as of the Closing Date addressed to BANK and BANK Counsel in form and
substance substantially in the form attached hereto as Exhibit 10.4(d).

(e) A written opinion from Securities Counsel dated as of the
Effective Time addressed to F&M and BANK, reasonably satisfactory in form and
substance to F&M Counsel, to the effect that the shares of F&M Common issuable
in the transaction are the subject of an effective Registration Statement with
the SEC, and that no stop order relating to such Registration Statement has
been issued by the SEC and that, to the knowledge of such counsel, no
proceedings for that purpose shall have been initiated or threatened by the
SEC.

(f) Certified copies of the resolutions adopted by F&M's
and Subsidiary's boards of directors to the effect that the execution, delivery
and performance of this Agreement and the transactions contemplated by it have
been duly and validly authorized in accordance with the laws of the State of
Wisconsin.

11. Law Governing.

This Agreement shall be construed and interpreted according to the
laws of the State of Wisconsin.

12. Assignment.

This Agreement may not be assigned in whole or in part without the
written consent of all parties, provided, however, that Subsidiary's
participation in this transaction shall not require any further consent or
authorization.

13. Amendment and Modification.

This Agreement may only be amended or modified by a written agreement
signed by the duly authorized representatives of F&M and BANK.

14. Abandonment.

This Agreement may be terminated and the transaction provided for by
this Agreement may be abandoned at any time before the Closing Date:

(a) By mutual consent of F&M and BANK;

B-17
<PAGE> 91

(b) By F&M if (i) any of the conditions provided for in
Article 8 of this Agreement have not been met and have not been waived in
writing by F&M, or (ii) the F&M Selling Price is more than Thirty-six and
00/100 Dollars ($36.00) per share; or

(c) By BANK if (i) any of the conditions provided for in
Article 9 of this Agreement have not been met and have not been waived in
writing by BANK, or (ii) the F&M Selling Price is less than Twenty-four and
00/100 Dollars ($24.00) per share.

(d) In the event of a breach of this Agreement, by notice
from the non-breaching party to the breaching party as set forth below.

In the event of termination and abandonment by any party as provided
in this Article, written notice shall forthwith be given to the other party
setting forth the breach of this Agreement or the default in performance which
has occurred, or the condition which has not been met. The party to whom the
notice is directed shall, if such party is able to effect a satisfaction or
cure, have ten (10) days after such notice is given to satisfy such condition
or cure such breach or default, provided that if such ten (10) day period is
not sufficient and the party is making a diligent effort to satisfy such
condition or cure such breach or default, the time to do so may be extended for
such period as the parties may agree not to exceed thirty (30) days provided
however, that the F&M Selling Price shall be the higher of the price as of the
date of the notice or as of the date on which the default is satisfied or
cured. The termination and/or abandonment of this Agreement shall not alter or
diminish the liability of the party that failed to comply with the conditions
of this Agreement. Each party shall pay its own expenses incident to
preparation for the consummation of this Agreement and the transactions
contemplated hereunder. In the event F&M declares a stock dividend or stock
split, the maximum and minimum F&M Selling Price set forth in subparagraphs (b)
and (c), above, and in paragraph 1.10, shall be proportionately adjusted based
upon the stock dividend or stock split.

15. Notices.

All notices, requests, demands, and other communications hereunder
shall be deemed to have been duly given, upon actual delivery, if delivered by
hand; or upon receipt by the addressee, if given by mail (certified mail -
return receipt requested with postage prepaid is required for notice by mail);
or upon receipt by the addressee, if by private courier; or upon receipt of the
transmission by the addressee if by telecopy (with a copy sent by first class
mail):

(a) If to BANK, to Stanley W. Erlandson, President, Green
County Bank, 1035 1st Center Avenue, P.O. Box 225, Brodhead, Wisconsin, FAX:
608-897-4690, with a copy to John Knight, Esq., Boardman, Suhr, Curry & Field,
410 Firstar Plaza, One South Pinckney Street, P.O. Box 927, Madison, Wisconsin
53701-0927, FAX: 608-283-1709.

(b) If to F&M or Subsidiary, to Mr. Gail E. Janssen, One
Bank Avenue, Kaukauna, Wisconsin 54130, FAX: 414-766-5628, with a copy to
Randall A. Haak, Esq., McCarty, Curry, Wydeven, Peeters & Haak, P.O. Box 860,
Kaukauna Wisconsin 54130, FAX: 414-766-4756.

The place to which notice is to be given may be changed by notice
given in accordance with this Article.

16. Entire Agreement.

This Agreement with Exhibits embodies the entire agreement between the
parties hereto with respect to the transaction contemplated herein and
supersedes all prior agreements, written or oral, express or implied and all
negotiations, discussions or other matters between the parties and there have
been and are no agreements representations or warranties between the parties
other than those set forth or provided for herein.

B-18
<PAGE> 92

17. Counterparts.

This Agreement may be executed in two (2) or more partially or fully
executed counterparts, each of which shall be deemed an original and shall bind
the signatory, but all of which together shall constitute but one and the same
instrument.

18. Binding Effect.

This Agreement shall inure to the benefit of and bind the parties and
their respective heirs, beneficiaries, transferees, successors, and assigns.

19. Headings.

The headings of this Agreement are inserted for convenience only and
shall not constitute a part hereof.

20. Confidentiality.

Except as necessary to take action pursuant to this Agreement, each
party agrees that all information and documents received from the other party
regarding the proposed transaction shall be held in confidence and that all
documents containing such information will be returned upon request if the
parties abandon the transaction. The parties further agree to use such
information only in connection with the proposed transaction contemplated by
this Agreement. This paragraph shall not apply to information or documents
which are, or by law must be made, publicly available. The parties agree to
not publicly disclose this Agreement or its Exhibits or any of the provisions
hereof, except as a part of regulatory filings or pursuant to press releases
and other public statements approved by F&M and BANK.

21. Further Documents.

F&M, Subsidiary, and BANK agree to execute any and all other documents
and to take such other action or corporate proceedings as may be reasonably
necessary or desirable to carry out the terms hereof.

B-19
<PAGE> 93
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed all as of the day and year first above written.

F&M BANCORPORATION, INC. ("F&M")

By: /s/ Gail E. Janssen
----------------------------------------
Gail E. Janssen, Chairman and CEO

ATTEST:

By: /s/ Janet M. Lakso
----------------------------------------
Janet M. Lakso, Secretary

GREEN COUNTY BANK ("BANK")

By: /s/ Stanley W. Erlandson
----------------------------------------
Stanley W. Erlandson, President

ATTEST:

By: /s/ Carole Badertscher
----------------------------------------
Carole Badertscher, Ass't. Vice Pres.

B-20
<PAGE> 94

PROSPECTUS
1,500,000 SHARES

F&M BANCORPORATION, INC.
COMMON STOCK

This Prospectus (the "Prospectus") covers the offer and sale of up to
1,500,000 shares of Common Stock, par value $1.00 per share (the "F&M Common"),
of F&M Bancorporation, Inc. ("F&M" or the "Company"), which F&M may issue from
time to time in connection with future acquisitions of other businesses, or
securities of other businesses, in business combination transactions in
accordance with Rule 415(a)(1)(viii) of Regulation C under the Securities Act
of 1933, as amended (the "Securities Act") or as otherwise permitted under the
Securities Act.

The Company expects that the terms upon which it may issue the shares
in business combination transactions will be determined through negotiations
with the boards of directors, principal owners and/or other representatives of
the businesses to be acquired. It is expected that the shares of F&M Common
that are issuable will be valued at prices reasonably related to the market
prices for F&M Common prevailing at either the time an acquisition agreement is
executed or at the time an acquisition is consummated. On October 16, 1996,
the last reported sales price of F&M Common on The NASDAQ Stock Market
("NASDAQ") was $30.75 per share.

This Prospectus will be used only in connection with business
acquisitions. The Prospectus may be used in connection with business
combination transactions which would be exempt from registration but for the
issuance of F&M Common and the possibility of integration with other
transactions; in such case, no supplement may be required. If an acquisition
of a business or securities in a business combination transaction is not exempt
from registration even if integration is not taken into account, then the
offerees of F&M Common in such acquisition will be furnished with copies of
this Prospectus either (i) together with a Supplement, which will reflect the
registration statement as amended by a post-effective amendment to the
registration statement on Form S-4 which this Prospectus is a part or (ii) if
permitted, as supplemented by the incorporation by reference of information
contained in a current report on Form 8-K filed by F&M.

SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN
FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE ACQUIRORS OF THE F&M COMMON
OFFERED HEREBY.

The date of this Prospectus is October 17, 1996.

_____________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE> 95

AVAILABLE INFORMATION

F&M is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by F&M with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices at 7 World Trade Center, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such material can also be obtained from the Public Reference Section
of the Commission, Washington, D.C. 20549 at prescribed rates. Also, the
Commission maintains a Web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants
(such as F&M) that file electronically with the Commission. In addition,
because F&M Common is traded on the NASDAQ Stock Market, material filed by F&M
can be inspected at the offices of National Association of Securities Dealers,
Inc., 1735 K Street N.W., Washington, D.C. 20006.

F&M has filed with the Commission a Registration Statement on Form S-4
(together with any amendments thereto, the "Registration Statement") under the
Securities Act with respect to the securities to be issued pursuant to or as
contemplated by the Agreement. This Prospectus does not contain all the
information set forth in the Registration Statement. Such additional
information may be obtained at the addresses set forth above. Statements
contained in this Prospectus or in any document incorporated in this Prospectus
by reference as to the contents of any contract or other document referred to
herein or therein are not necessarily complete, and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to
the Registration Statement or such other document, each such statement being
qualified in all respects by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This Prospectus incorporates by reference certain documents of F&M
that are not presented herein or delivered herewith. Such documents (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference) will be provided without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of such person. Requests should be directed to F&M
Bancorporation, Inc., One Bank Avenue, Kaukauna, Wisconsin 54130 (telephone
414/766-1717), Attn: Corporate Secretary.

The following documents filed with the Commission by F&M pursuant to
the Exchange Act are incorporated by reference in this Prospectus:

(i) F&M's Annual Report on Form 10-K for the year ended December
31, 1995, as amended by Amendment No. 1 thereto;
(ii) F&M's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996;
(iii) F&M's Current Reports on Form 8-K dated February 5, 1996 and
June 28, 1996, and Reports on Form 10-C dated June 14, 1996
and June 28, 1996;
(iv) The financial statements of F&M Bank-Algoma (f/k/a Community
State Bank) located at pages F-27 through F-50 of the
Prospectus dated April 25, 1996, forming part of Registration
Statement No. 333-02207, as amended; and
(v) The description of F&M Common included in Item 11 to F&M's
Registration Statement on Form 10, as amended by
Post-Effective Amendment No. 2 thereto filed September 16,
1993.

All reports and definitive proxy or information statements filed by
F&M pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus shall be deemed to be incorporated by
reference into this Prospectus from the date of the filings of such documents.

Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

-2-
<PAGE> 96

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
<S> <C>
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

F&M MARKET INFORMATION AND DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

F&M SUMMARY FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

F&M BANCORPORATION, INC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

INFORMATION AS TO F&M COMMON . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

PROCEDURE FOR SUBMITTING SHAREHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>

________________

NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE SOLICITATIONS OF PROXIES OR THE OFFERING OF SECURITIES MADE HEREBY
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY F&M, OR ANY OTHER PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF F&M SINCE THE DATE HEREOF OR THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

-3-
<PAGE> 97

SUMMARY

The following is a brief summary of certain information contained in
this Prospectus, including summaries of information believed by the parties to
be material. This summary is intended merely to supply pertinent facts and
highlights of the material contained in or accompanying this Prospectus. The
information contained in this summary is qualified by reference to more
detailed information contained elsewhere, or incorporated by reference, in this
Prospectus.

Unless otherwise indicated, all financial and other data per share of
F&M Common, and all data with respect to such shares, in this Prospectus have
been restated to give retroactive effect to F&M's 10% stock dividend which was
paid in June 1996.

F&M Bancorporation, Inc.

F&M, which has its principal executive offices at One Bank Avenue,
Kaukauna, Wisconsin 54130 (telephone: 414/766-1717), had total consolidated
assets of $1.1 billion at June 30, 1996. F&M has 15 Wisconsin state bank
subsidiaries, all of which are FDIC members and are subject to Wisconsin
Division of Banking supervision, with 48 offices, all in Wisconsin. All but
one of the F&M Banks is a member of the Federal Reserve System, and the
remaining bank is in the process of becoming a member. F&M, a Wisconsin
corporation, is a registered bank holding company subject to supervision and
regulation by the Federal Reserve Board ("FRB") under the federal Bank Holding
Company Act of 1956, as amended.

See "F&M Bancorporation, Inc."

Further information regarding F&M, including audited financial
statements, is included in the reports filed with the Securities and Exchange
Commission which are incorporated herein by reference. Offerees may obtain
copies of such documents from the Commission or by request to F&M. See
"Available Information" and "Incorporation of Certain Documents by Reference."

F&M Common

Shares of F&M Common are traded on The NASDAQ Stock Market under the
symbol "FMBK." See "F&M Market Information and Dividends."

F&M is organized under the Wisconsin Business Corporation Law
("WBCL"), which determines the rights of holders of F&M Common, except as
otherwise provided in F&M's Articles of Incorporation. Among other things,
F&M is subject to statutory anti-takeover provisions and its Articles of
Incorporation provide for the classification of its board of directors. In
addition, F&M (and all other corporations incorporated or qualified to do
business in Wisconsin) shareholders are subject to statutory personal
liability for certain employee compensation claims. See "Information as to
F&M Securities."

Method of Distribution

The shares of F&M Common to be offered hereunder will be offered in
business combination transactions. See "Plan of Distribution."

-4-
<PAGE> 98

RISK FACTORS

In evaluating a transaction with F&M, the shareholders of an entity
being acquired should consider carefully the following factors, along with the
other information contained, or incorporated by reference, in this Prospectus,
and any Supplement thereto.

Acquisitions

Since its inception, F&M has experienced substantial growth through
acquisitions of other financial institutions. F&M's strategy to continue to
make acquisitions is dependent upon its ability to identify potential targets
for acquisition and consummate transactions on terms acceptable to F&M.

Also, F&M's future success is dependent in part upon its ability to
integrate the operations of, and manage over time, acquired financial
institutions. F&M has acquired eight financial institutions or offices within
the past four years, including two acquisitions in 1994, one in 1995,
and four in the first half of 1996. The two 1994 acquisitions were the
largest acquisitions undertaken by F&M in terms of the consideration paid and
the size of the acquired institution, respectively. The 1995 acquisition was
F&M's second largest acquisition in both categories. To date in 1996, F&M has
consummated four acquisitions, and announced three others.

Competition

Banks, including the F&M subsidiary banks (the "F&M Banks") and the
banks proposed to be acquired (together, the "Banks"), actively compete with
other financial institutions and businesses in both attracting and retaining
deposits and making loans. Financial institution competitors include banks,
savings banks, savings and loan associations and credit unions. Other business
competitors include insurance companies, securities brokerage firms, trust
companies and investment management firms. While F&M believes it has a
competitive advantage because 24 of its 48 bank office locations represent the
only commercial bank office in their community, competition with other
financial institutions and businesses can affect the Banks' ability to obtain
and retain customers as well as the pricing levels of their products and
services.

F&M also faces competition in seeking institutions to acquire.
Wisconsin has recently experienced a significant consolidation of its banking
industry, and many large holding companies with greater resources than F&M
(including several out-of-state holding companies) are actively pursuing
acquisitions in Wisconsin. This competition affects the available acquisition
opportunities for F&M and can affect the costs of such acquisitions.

Need for Technological Change

The banking industry is undergoing rapid technological changes with
frequent introductions of new technology-driven products and services. In
addition to better serving customers, the effective use of technology increases
efficiency and enables financial institutions to reduce costs. While F&M's
community banking strategy stresses "traditional" personal service, F&M's
future success will depend in part on its ability to address the needs of its
customers by using technology to provide products and services that will
satisfy customer demands for convenience as well as to create additional
efficiencies in F&M's Banks operations. Many of F&M's competitors have
substantially greater resources to invest in technological improvements.

Banking Industry

The banking industry is highly regulated by both federal and state
regulatory authorities. Regulation includes, among other things, capital
reserve requirements, dividend limitations, limitations on products and

-5-
<PAGE> 99

services offered, geographical limits, consumer credit regulations, community
investment requirements and restrictions on transactions with affiliated
parties. Financial institution regulation has been the subject of significant
legislation in recent years, may be the subject of further significant
legislation in the future, and is not within the control of F&M. This
regulation substantially affects the business and financial results of all
financial institutions and holding companies, including F&M and the Banks.

F&M, as a member of the banking industry, is affected by general
economic conditions, particularly as those conditions affect the Wisconsin
communities served by the F&M Banks. A financial institution's earnings also
depend to a large extent upon the relationship between the cost of funds
(primarily deposits) and the yield on earning assets (loans and investments).
This relationship, known as the interest rate margin, is subject to fluctuation
and is affected by regulatory, economic and competitive factors which influence
interest rates, the volume and rate of interest on interest-earning assets and
interest-bearing liabilities, and the level of non-performing assets.

Dependence on Chief Executive Officer

F&M has historically been highly dependent on the services of its
Chairman and Chief Executive Officer, Gail E. Janssen. F&M does not have an
employment agreement with Mr. Janssen or maintain "key person" life insurance
on Mr. Janssen. F&M has recently taken actions to reorganize operations on a
regional basis and to augment its corporate staff to help support F&M's
substantial growth, to place less dependence on any one individual, and to
anticipate management succession. As part of these actions, F&M employed Gary
A. Lichtenberg as its President and Chief Operating Officer in April 1996.

Cautionary Statement Regarding Forward-Looking Statements

The discussions in this Prospectus, and any Supplement thereto,
contain forward-looking statements that involve risks and uncertainties. F&M's
actual future results could materially differ from those discussed. Factors
that could cause or contribute to such differences include, but are not limited
to, those discussed above in "Risk Factors" and in F&M's Management's
Discussion and Analysis, as well as those discussed elsewhere in this
Prospectus and the documents incorporated herein by reference.

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<PAGE> 100

F&M MARKET INFORMATION AND DIVIDENDS

F&M Common trades on The NASDAQ Stock Market ("NASDAQ") under the
symbol "FMBK". F&M had approximately 2,745 shareholders of record at September
30, 1996. The following table summarizes high and low prices and cash
dividends paid for F&M Common for the periods indicated. The high and low
prices represent actual trade prices as reported on NASDAQ.

<TABLE>
<CAPTION>
CALENDAR CASH DIVIDENDS
PERIOD HIGH LOW PAID PER SHARE
- ------------------------------ ---- --- --------------
<S> <C> <C> <C> <C>
1994 1st quarter 18.64 16.14 .109
2nd quarter 21.59 17.95 .109
3rd quarter 21.14 18.86 .109
4th quarter 20.91 19.09 .109

1995 1st quarter 20.00 18.64 .136
2nd quarter 20.00 17.95 .136
3rd quarter 22.73 18.53 .136
4th quarter 25.00 21.59 .136

1996 1st quarter 25.91 22.05 .164
2nd quarter 31.50 24.55 .164
3rd quarter 31.50 28.25 .17
4th quarter 31.50 30.75
(through October 16)
</TABLE>

According to information provided by NASDAQ (as adjusted for the
subsequent stock 10% dividend), the trading volume of F&M Common on NASDAQ was
874,903 shares during 1995, and 670,950 shares during 1994.

F&M has paid quarterly or annual cash dividends since its inception.
The holders of F&M Common are entitled to receive such dividends as are
declared by the board of directors of F&M, which considers (and may change)
payment of dividends quarterly. The ability of F&M to pay dividends is
dependent upon the receipt of dividends from the F&M Banks, payment of which is
subject to regulatory restrictions. In determining cash dividends, the board
of directors of F&M considers the earnings, capital requirements, debt
servicing requirements, financial ratio guidelines issued by the FRB and other
banking regulators, financial condition of F&M and the F&M Banks, and other
relevant factors. See Note 15 of Notes to F&M's Consolidated Financial
Statements and the discussion under "Management's Discussion and Analysis of
Results of Operations and Financial Condition--Financial Condition--Capital
Adequacy," incorporated herein by reference, for restrictions on the ability of
the F&M Banks to pay dividends.

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<PAGE> 101

F&M SUMMARY FINANCIAL DATA

The summary financial data presented below for F&M Bancorporation,
Inc. for each of the years in the three year period ended December 31, 1995 are
derived from the Consolidated Financial Statements of F&M (restated as
described in the footnotes below) and should be read in conjunction with other
financial information incorporated by reference in this Prospectus, such as the
separate Consolidated Financial Statements and notes thereto of F&M, and
Management's Discussion and Analysis of Results of Operations and Financial
Condition.

<TABLE>
<CAPTION>
Six Months ended
June 30, Years ended December 31,
-------------------- -------------------------------------
1996 1995 1995 1994 1993
---- ---- -------- -------- --------
(unaudited; dollars in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS (1)
Interest income $ 41,812 $ 36,479 $ 76,091 $ 63,942 $ 61,302
Interest expense 18,731 16,051 33,807 25,074 25,164
---------- -------- -------- -------- --------
Net interest income 23,081 20,428 42,284 38,868 36,138
Provision for loan losses 820 635 1,653 1,338 1,329
Non-interest income 2,641 2,227 4,649 4,112 5,286
Net income before cumulative
effect of change in
accounting principle (2) 6,978 5,428 11,987 8,425 8,827
Net income 6,978 5,428 11,987 8,425 8,899
Net income applicable to
common stock 6,978 5,428 11,987 8,403 8,713

PERIOD END BALANCE SHEET DATA(1)
Total assets $1,097,227 $962,068 $996,278 $921,384 $877,964
Net loans 789,514 684,704 691,123 642,136 553,291
Total deposits 946,362 822,790 866,712 805,431 768,144
Short-term borrowings 39,070 20,589 12,194 19,846 5,844
Other borrowings 2,333 20,866 10,833 6,366 13,941
Preferred stock 0 0 0 0 2,073
Total shareholders' equity 99,445 88,680 94,067 82,931 82,866

PER SHARE DATA (1)(3)
Net income per common share
before cumulative effect of
change in accounting principle (2) $1.00 $ .80 $1.76 $1.23 $1.33
Net income per common share 1.00 .80 1.76 1.23 1.35
Cash dividends (4) .327 .273 .546 .436 .327
- ------------------
</TABLE>

(1) Includes the results of operations of Bradley Bank from its
acquisition in May 1996. Except as indicated, the data have been
restated to reflect F&M's acquisition of F&M Bank-Portage County in
1993, F&M Bank-Northeast (including both the First National and Pulaski
acquisitions) in 1994, F&M Bank-Waushara County in 1995 and F&M
Bank-Algoma in 1996 using the pooling of interests method of
accounting. See Note 3 of Notes to F&M's Consolidated Financial
Statements incorporated herein by reference. The data prior to
January 1, 1996 have not been restated to reflect F&M's acquisition of
Monycor in February 1996 because that acquisition did not have a
material effect on F&M's results of operations or financial condition.
(2) Cumulative effect of change in accounting principle in 1993 represents
the adoption of SFAS No. 109 (Accounting for Income Taxes) by a bank
subsequently acquired by F&M.
(3) Per share information has been restated to reflect the 10% stock
dividend paid to stockholders on June 10, 1996.
(4) Cash dividends per share are not restated to reflect the acquisitions
accounted for using the pooling of interests method of accounting.

RECENT FINANCIAL PERFORMANCE

As of the date of this Prospectus, all of the financial statements and
related statistical information for F&M as of, and for the periods ended,
September 30, 1996 were not available. However, certain F&M financial data
have been released to the public.

<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
1996 1995(1) 1996(1) 1995(1)
---- ---- ---- ----
(Unaudited; in thousands, except per share data)
<S> <C> <C> <C> <C>
Total interest income $22,087 $19,674 $63,899 $56,153

Total interest expense 10,051 8,839 28,781 24,890

Net interest income 12,036 10,835 35,118 31,263

Provision for loan losses 469 492 1,289 1,127

Net income 3,703 3,249 10,680 8,676

Net income per common share .53 .48 1.53 1.28

</TABLE>

<TABLE>
<CAPTION>
At September 30, 1996
---------------------
(Unaudited; in thousands,
except per share data)
<S> <C>
Total assets $1,130,742

Total loans 830,021

Allowance for loan losses 10,243

Net loans 819,778

Total deposits 971,279

Short-term borrowings 37,960

Other borrowings 9,217

Total stockholders' equity 101,977

Book value per common share $14.61

</TABLE>

- ------------------

(1) See footnotes (1) and (3) on previous page.

-8-
<PAGE> 102

F&M BANCORPORATION, INC.

F&M Bancorporation, Inc. was formed in 1980 to acquire the shares of
Farmers and Merchants Bank of Kaukauna, Wisconsin (now known as F&M
Bank-Kaukauna). F&M has grown internally and through acquisitions from a
one-bank holding company with total assets of $37 million at its inception to a
15-bank holding company with 48 banking offices, and total assets of $1.1
billion, at June 30, 1996.

At June 30, 1996, F&M's subsidiary banks (the "F&M Banks") ranged in
size from $28 million to $245 million in total assets. The F&M Banks are
community banks which provide a full range of services to consumers and
businesses in small and medium-sized communities throughout Wisconsin. F&M
provides the benefits of holding company affiliation while allowing the F&M
Banks to operate with considerable autonomy.

Pending Acquisitions

Brodhead Acquisition. In August 1996, F&M announced the proposed
acquisition of Green County Bank ("GCB"), with one office in Brodhead in
south-central Wisconsin. In the proposed acquisition, F&M has offered to
acquire GCB in exchange for shares of F&M Common. The total number of shares
of F&M Common would be in a formula amount to be set forth in the definitive
agreement to be executed pursuant to the letter of intent; the total value of
those shares is expected to be approximately $5.1 million. F&M intends to
account for the transaction using the pooling of interests method of
accounting. The acquisition remains subject to execution of a definitive
agreement, GCB shareholder approval, regulatory approvals, and other customary
conditions. While there can be no assurances, F&M expects that the GCB
transaction will be consummated in early 1997.

At June 30, 1996, GCB had total assets of $30.7 million, net loans of
$22.5 million, total deposits of $27.3 million and shareholders' equity of $3.2
million. For the year ended December 31, 1995, GCB had net income of $332,000,
and for the six months ended June 30, 1996, GCB had net income of $177,000.

East Troy Acquisition. In August 1996, F&M announced its pending
acquisition of East Troy Bancshares, Inc. ("ETB"). ETB owns all of the shares
of State Bank of East Troy, with one office in East Troy in south-east
Wisconsin. The agreement with ETB provides that the acquisition of ETB will be
made in exchange for 440,000 shares of F&M Common. F&M intends to account for
the transaction using the pooling of interests method of accounting. The
acquisition remains subject to ETB shareholder approval, regulatory approvals,
and other customary conditions. While there can be no assurances, F&M expects
that the ETB transaction will be consummated in early 1997.

At June 30, 1996, ETB had total assets of $54.1 million, net loans of
$42.4 million, total deposits of $44.7 million and shareholders' equity of $8.0
million. For the year ended December 31, 1995, ETB had net income of $693,000,
and for the six months ended June 30, 1996, ETB had net income of $371,000.

Prairie du Chien Acquisition. In October 1996, F&M announced the
proposed acquisition of Wisconsin Ban Corp. ("WBC"), the holding company of
Prairie City Bank ("PCB"). PCB, with its main office in Prairie du Chien, has
five offices in south-west Wisconsin. In the letter of intent relating to the
proposed acquisition, F&M has offered to acquire WBC in exchange for 535,000
shares of F&M Common. Also, outstanding WBC preferred stock will be redeemed
for approximately $320,000 in cash. F&M intends to account for the transaction
using the pooling of interests method of accounting. The acquisition remains
subject to execution of a definitive agreement, WBC shareholder approval,
regulatory approvals, and other customary conditions. While there can be no
assurances, F&M expects that the WBC transaction will be consummated in early
1997.

At June 30, 1996, WBC had total assets of $80.9 million, net loans of
$51.9 million, total deposits of $64.7 million and shareholders' equity of $7.9
million. For the year ended December 31, 1995, WBC had net income of $1.1
million, and for the six months ended June 30, 1996, WBC had net income of
$412,000.

Recent Developments

Algoma Acquisition. On June 28, 1996, F&M acquired Community State
Bank ("CSB") (which was subsequently renamed "F&M Bank-Algoma"). In the
transaction, CSB was merged with a wholly-owned subsidiary of F&M; the
outstanding shares of common stock of CSB were converted into 423,172 shares of
F&M Common ("F&M Common"), in a conversion ratio determined pursuant to a
formula set forth in the Agreement, and CSB became a wholly-owned subsidiary of
F&M.

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<PAGE> 103

At December 31, 1995, CSB had total assets of $53.2 million, net loans
of $20.0 million, total deposits of $44.5 million, and shareholders' equity of
$8.2 million. For the fiscal year ended December 31, 1995, CSB had net income
of $629,000. F&M is accounting for the CSB acquisition using the pooling of
interests method of accounting.

Tomahawk Acquisition. On May 10, 1996, F&M acquired Bradley Bank
("Bradley") from its holding company and minority shareholders. Bradley had
two full service offices in Tomahawk, Wisconsin which became branches of F&M
Bank-Lakeland through a merger of Bradley into F&M Bank-Lakeland. The Bradley
acquisition was made for approximately $6.6 million in cash.

At December 31, 1995, Bradley had total assets of $36.1 million, net
loans of $25.5 million, total deposits of $32.6 million and shareholders'
equity of $3.3 million. For the year ended December 31, 1995, Bradley had net
income of $505,000. The Bradley acquisition has been accounted for using the
purchase method of accounting, which means that its assets, liabilities and
financial results are reflected only from and after the date of acquisition.

Little Chute Acquisition. On April 26, 1996, F&M acquired the Little
Chute branch office of TCF Bank Wisconsin fsb. The acquisition included
purchase of fixed assets and assumption of deposit liabilities by F&M
Bank-Kaukauna. The acquisition was a cash transaction, in which F&M purchased
the fixed assets of the Little Chute branch, and was reimbursed in cash
(reduced by an agreed-upon premium) by TCF for the assumption of deposits. At
April 26, 1996, the TCF Little Chute branch office had total deposits of
approximately $7.5 million.

Superior Acquisition. On February 5, 1996, F&M acquired Monycor
Bancshares, Inc. ("Monycor") which owned a 98.4% interest in Monycor Bank
(which was subsequently renamed "F&M Bank-Superior"). F&M Bank-Superior is a
Wisconsin state bank headquartered, with a single office, in Superior,
Wisconsin, in the northwestern corner of the state. In the Monycor
transaction, Monycor merged into a subsidiary of F&M, and outstanding shares of
Monycor Common Stock were converted into an aggregate of 157,563 shares of F&M
Common, valued for purposes of the transaction at $3.6 million. F&M
subsequently acquired the remaining minority interest in F&M Bank-Superior.

At December 31, 1995, Monycor had total assets of $29.5 million, net
loans of $18.4 million, total deposits of $26.4 million and shareholders'
equity of $1.7 million. For the fiscal year ended December 31, 1995, Monycor
had net income of $380,000. F&M is accounting for the Monycor transaction
using the pooling of interest method of accounting. However, because the
effect of the transaction on financial statements is not material, F&M is not
restating financial results prior to January 1, 1996 to reflect the Monycor
acquisition.

Additional Green Bay Location. In July 1996, F&M Bank-Northeast
opened a second full service Green Bay office as a de novo branch office.

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<PAGE> 104

Subsidiary Banks

F&M owns 15 subsidiary banks (the "F&M Banks"), all of which are
Wisconsin state banks and members of the FDIC, and each of which (other than
F&M Bank-Algoma) is a member of the Federal Reserve System. The F&M Banks are
subject to the supervision and regulation of the FRB and the Division of
Banking of the Wisconsin Department of Financial Institutions. The F&M Banks
are community banks which provide a full range of services to consumers and
businesses in small and medium-sized communities throughout Wisconsin. F&M
provides the benefits of holding company affiliation while allowing the Banks
to operate with considerable autonomy.

The following table presents certain information as to the F&M Banks.
Each of the F&M Banks is wholly-owned by F&M.

<TABLE>
<CAPTION>
NO. OF FULL TOTAL
YEAR SERVICE OFFICES ASSETS
BANK ACQUIRED (1) AT 9/30/96 AT 6/30/96
---- ------------ -------------- ----------
(in millions)
<S> <C> <C> <C>
F&M Bank-Kaukauna 1980 4 $108.0
F&M Bank-Appleton 1981 3 55.2
F&M Bank-Hilbert 1983 3 28.0
F&M Bank-Winnebago County 1985 3 88.7
F&M Bank-New London 1987 1 31.0
F&M Bank-Portage County 1987 3 61.2
F&M Bank-Fennimore 1988 1 45.0
F&M Bank-Potosi 1988 2 30.6
F&M Bank-Lancaster 1990 1 40.0
F&M Bank-Lakeland 1991 7 137.0
F&M Bank-Kiel 1991 1 41.5
F&M Bank-Northeast 1994 11 244.8
F&M Bank-Waushara County 1995 5 98.7
F&M Bank-Superior 1996 1 30.3
F&M Bank-Algoma 1996 2 51.8
- ------------------
</TABLE>

(1) In the case of F&M Banks resulting from mergers, represents the date
F&M first acquired any of the constituent banks in those mergers.

F&M's network of community banks generally operates with significant
local autonomy, with general oversight and support from F&M. F&M believes this
autonomy allows the F&M Banks to better serve the customers in their respective
communities, and thus enhances the F&M Banks' business opportunities and
operations. After acquiring banks, F&M generally maintains local bank charters
and keeps intact existing management and boards of directors. Generally, F&M
Bank managements operate independently of F&M in selecting deposit products
developed by F&M and in making pricing and credit decisions. F&M maintains an
approval procedure for new loans above certain threshold amounts and provides
ongoing loan review and administration assistance and other services for the
F&M Banks. F&M encourages F&M Bank officers and employees to be active in
community groups and projects.

-11-
<PAGE> 105

INFORMATION AS TO F&M COMMON

The Restated Articles of Incorporation of F&M, as amended (the
"Articles"), provide that F&M has authority to issue 20,000,000 shares of
Common Stock, $1.00 par value ("F&M Common"). The outstanding shares of F&M
Common are, and the shares to be issued in the Merger will be, fully paid and
nonassessable, except for statutory liability of shareholders under Section
180.0622(2) (b) of the Wisconsin Business Corporation Law (the "WBCL"), as
judicially interpreted, for certain unpaid indebtedness to employees for
services rendered.

The holders of F&M Common are entitled to one vote for each share held
of record on each matter submitted to a vote of shareholders. Shareholders
have no cumulative voting rights, which means that the holders of shares
entitled to exercise more than 50% of the voting rights are able to elect all
of the directors. F&M's Articles and Bylaws provide for classification of the
board of directors into three classes, one class being subject to election in
each year, and directors serve three-year terms.

Dividends may be paid to holders of F&M Common when, as and if
declared by the board of directors out of funds legally available therefor,
subject to any contractual restrictions on the payment of dividends. In the
event of any liquidation, dissolution or winding-up of F&M, the holders of F&M
Common will be entitled to receive a pro rata share of the assets of F&M
remaining after payment or provision for payment of the debts and other
liabilities of F&M. The holders of F&M Common are not entitled to any
preemptive, subscription, redemption or conversion rights. See "Management's
Discussion and Analysis of Results of Operations and Financial
Condition--Financial Condition--Capital Adequacy" and Note 15 of Notes to F&M's
Consolidated Financial Statements (which are incorporated herein by reference)
for discussions of restrictions on F&M Banks' ability to pay dividends to F&M.

Certain Statutory Provisions

Except as may otherwise be provided by law, the requisite affirmative
vote of shareholders for certain corporate actions, including a merger or share
exchange with another corporation, sale of all or substantially all of the
corporate property and assets, or voluntary liquidation of F&M, is a majority
of all the votes entitled to be cast on the transaction by each voting group of
outstanding shares entitled to vote thereon. Sections 180.1130 through
180.1134 of the WBCL provide generally that, in addition to the vote otherwise
required by law or the articles of incorporation of an "issuing public
corporation" (defined to mean a corporation domiciled in Wisconsin with at
least 500 shareholders of record, including 100 shareholders of record who have
unlimited voting rights and are Wisconsin residents), certain "business
combinations" not meeting certain adequacy-of-price standards specified in the
statute must be approved by (a) the holders of at least 80% of the votes
entitled to be cast and (b) two-thirds of the votes entitled to be cast by the
corporation's outstanding voting shares owned by persons other than a
"significant shareholder" who is a party to the transaction or an affiliate or
associate thereof. Section 180.1130 defines "business combination" to include,
subject to certain exceptions, a merger or share exchange of the issuing public
corporation (or any subsidiary thereof) with or the sale or other disposition
of substantially all assets of the issuing public corporation to, any
significant shareholder or affiliate thereof. "Significant shareholder" is
defined generally to mean a person that is the beneficial owner of 10% or more
of the voting power of the outstanding voting shares of the issuing public
corporation. The statute also restricts the repurchase of shares and the sale
of corporate assets by an issuing public corporation in response to a take-over
offer. F&M presently meets the definition of "issuing public corporation."

Also, Section 180.1150 of the WBCL provides that the voting power of
shares of an "issuing public corporation" which are held by any person in
excess of 20% of the voting power of the issuing public corporation's shares
shall be limited to 10% of the full voting power of such excess shares. This
statutory voting restriction is not applicable to shares acquired directly from
F&M, to shares acquired in a transaction

-12-
<PAGE> 106

incident to which shareholders of F&M vote to restore the full voting power of
such shares and under certain other circumstances.

Sections 180.1140 through 180.1144 of the WBCL prohibit certain
"business combinations" between a "resident domestic corporation" and a person
beneficially owning 10% or more of the outstanding voting stock of such
corporation (an "interested shareholder") within three years after the date
such person became a 10% beneficial owner (the "acquisition date"), unless the
business combination or the acquisition of such stock has been approved before
the acquisition date by the corporation's board of directors. After such
three-year period, a business combination with the interested shareholder may
be consummated only with the approval of the holders of a majority of the
voting stock not beneficially owned by the interested shareholder, unless the
combination satisfies certain adequacy-of-price standards intended to provide a
fair price for shares held by disinterested shareholders. F&M presently meets
the definition of a "resident domestic corporation."

The foregoing provisions of the WBCL, the classification of F&M's
board of directors and the ability to issue additional shares of F&M Common
without further shareholder approval (except as may be required under NASDAQ
Stock Market corporate governance standards), could have the effect, among
others, of discouraging take-over proposals for F&M or impeding a business
combination between F&M and a major shareholder.

PLAN OF DISTRIBUTION

This Prospectus covers the offer and sale by F&M of up to 1,500,000
shares of F&M Common, which F&M may issue from time to time in connection with
the future acquisitions of other businesses, or securities of other businesses,
in business combination transactions in accordance with Rule 415(a)(1)(viii) of
Regulation C under the Securities Act or as otherwise permitted under the
Securities Act.

F&M expects that the terms upon which it may issue the shares in
business combination transactions will be determined through negotiations with
the boards of directors, principal owners and/or other representatives of the
businesses to be acquired. It is expected that the shares of F&M Common that
are issued will be valued at prices reasonably related to the market prices for
F&M Common prevailing at either the time an acquisition agreement is executed
or at the time an acquisition is consummated.

All expenses to these offerings are expected to be borne by F&M,
although any business to be acquired is likely to be required to bear all of
its expenses in connection with any business combination transaction. Because
any supplement to this registration statement may also constitute a proxy
statement of such acquired business, the acquired business may bear certain of
the expenses relating thereto.

No underwriting discounts or commissions will be paid in connection
with the issuance of shares of F&M Common by F&M in any business combination
transactions, although F&M (or an acquired business) may engage investment
advisors in connection with the evaluation of any specific acquisition.

LEGAL OPINIONS

Quarles & Brady, Milwaukee, Wisconsin, special counsel for F&M, and
McCarty, Curry, Wydeven, Peeters & Haak, Kaukauna, Wisconsin, general counsel
for F&M, will render opinions on the legality of the shares being offered
hereby and as to certain other matters in connection with the business
combination transactions pursuant to which shares of F&M Common may be issued.
Two Quarles & Brady attorneys providing services with respect to the
Registration Statement own an aggregate of 7,810 shares of F&M Common.

-13-
<PAGE> 107

EXPERTS

The consolidated financial statements of F&M as of December 31, 1995
and 1994, and for the years ended December 31, 1995, 1994 and 1993, and the
financial statements of F&M Bank-Algoma (f/k/a Community State Bank) as of, and
for the year ended, December 31, 1995, incorporated by reference in this
Prospectus, have been audited by Wipfli Ullrich Bertelson LLP, independent
certified public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

PROCEDURE FOR SUBMITTING SHAREHOLDER PROPOSALS

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, F&M
shareholders may present proper proposals for inclusion in F&M's proxy
statement and for consideration at its annual meeting of shareholders in a
timely manner. If F&M's 1997 annual meeting is held as scheduled, the date for
timely submission is December 1, 1996; if the meeting is materially delayed,
shareholders will be informed of a new date for submission.

-14-
<PAGE> 108
PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

F&M is incorporated under the Wisconsin Business Corporation Law (the
"WBCL").

Under Section 180.0851(1) of the WBCL, F&M is required to indemnify a
director or officer, to the extent such person is successful on the merits or
otherwise in the defense of a proceeding, for all reasonable expenses incurred
in the proceeding if such person was a party because he or she was a director
or officer of F&M. In all other cases, F&M is required by Section 180.0851(2)
to indemnify a director or officer against liability incurred in a proceeding
to which such person was a party because he or she was a director or officer of
F&M, unless it is determined that he or she breached or failed to perform a
duty owed to F&M and the breach or failure to perform constitutes: (i) a
willful failure to deal fairly with F&M or its shareholders in connection with
a matter in which the director or officer has a material conflict of interest;
(ii) a violation of criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was lawful or no reasonable cause to
believe his or her conduct was unlawful; (iii) a transaction from which the
director or officer derived an improper personal profit; or (iv) willful
misconduct. Section 180.0858(1) provides that, subject to certain limitations,
the mandatory indemnification provisions do not preclude any additional right
to indemnification or allowance of expenses that a director or officer may have
under F&M's Articles of Incorporation, Bylaws, any written agreement or a
resolution of the Board of Directors or shareholders.

Section 180.0859 of the WBCL provides that it is the public policy of the
State of Wisconsin to require or permit indemnification, allowance of expenses
and insurance to the extent required or permitted under Sections 180.0850 to
180.0858 of the WBCL, for any liability incurred in connection with a
proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.

Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from
a breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(1) referred to above.

Under Section 180.0833 of the WBCL, directors of F&M against whom
claims are asserted with respect to the declaration of improper dividends or
distributions to shareholders or certain other improper acts which they
approved are entitled to contribution from other directors who approved such
actions and from shareholders who knowingly accepted an improper dividend or
distribution, as provided therein.

Article X of F&M's Bylaws provides that F&M will indemnify any
director or officer who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of F&M) by reason of the fact that he or she is or was a director or
officer of F&M, against expenses reasonably incurred by such person if he or
she acted in good faith and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. Directors
and officers are similarly identified under Article X for any action or suit by
or in the right of F&M if they acted in good faith and have not been adjudged
to be liable for misconduct in the performance of their duty to F&M. The
Bylaws also provide that F&M shall have the power to purchase and maintain
insurance on any director or officer for any liability asserted against him or
her and incurred by such person arising out of his or her status as an officer
or director, whether or not F&M would have the power to indemnify such person
against such liability under the Bylaws or the WBCL. F&M's Articles of
Incorporation and Bylaws do not limit the indemnification to which directors
and officers are entitled under the WBCL.

II-1
<PAGE> 109
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of F&M pursuant to
the foregoing provisions, or otherwise, F&M has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by F&M of expenses incurred or paid by a director, officer or
controlling person of F&M in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, F&M will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The exhibits set forth on the Exhibit Index attached hereto, which is
incorporated herein by reference, are filed as part of this Registration
Statement.

ITEM 22. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement.

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(4) If the registration is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.

(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 20 of
this registration statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful

II-2
<PAGE> 110
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(i) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(x) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.

II-3
<PAGE> 111
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF KAUKAUNA, STATE OF WISCONSIN, ON JANUARY 7, 1997.

F&M BANCORPORATION, INC.

By: /s/ Gail E. Janssen
------------------------------------
Gail E. Janssen, Chairman of the
Board, President and Chief Executive
Officer
_______________

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.*

SIGNATURE AND TITLE

<TABLE>
<S> <C>
/s/ Gail E. Janssen Douglas A. Martin**
- --------------------------------------------------- ---------------------------------------------------
Gail E. Janssen, Chairman of the Douglas A. Martin, Director
Board, President and Chief Executive Officer

/s/ Daniel E. Voet Duane G. Peppler**
- --------------------------------------------------- ---------------------------------------------------
Daniel E. Voet, Chief Financial Officer and Duane G. Peppler, Director
Treasurer (also, Principal Accounting Officer)

Otto L. Cox** Robert C. Safford**
- --------------------------------------------------- ---------------------------------------------------
Otto L. Cox, Director Robert C. Safford, Director

Paul J. Hernke** Glenn L. Schilling**
- --------------------------------------------------- ---------------------------------------------------
Paul J. Hernke, Director Glenn L. Schilling, Director

John W. Johnson** Joseph F. Walsh**
- --------------------------------------------------- ---------------------------------------------------
John W. Johnson, Director Joseph F. Walsh, Director

**By: /s/Daniel E. Voet
---------------------------------------------
Daniel E. Voet, Attorney-in-fact
</TABLE>

- -------------
* Each of the above signatures is affixed as of January 7, 1997.

II-4
<PAGE> 112

F&M BANCORPORATION, INC.
(THE "REGISTRANT")

EXHIBIT INDEX
TO
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT ON FORM S-4

Exhibit Incorporated Herein Previously Filed
Number Description By Reference Filed Herewith
- ------- ----------- ------------ ----- --------
<S> <C> <C> <C> <C>
2.1 Agreement and Plan of X
Merger and Reorganization As Exhibit B
dated as of January 2, to the
1997, by and among the Supplemental
Registrant, F&M Interim Statement
Bank and Green County Bank

5.1 Opinion of Quarles & Brady X
regarding legality of
securities being registered

8.1 Tax Opinion of McCarty, X
Curry, Wydeven, Peeters &
Haak

23.1 Consent of Wipfli Ullrich X
Bertelson LLP

23.2 Consent of Quarles & Brady X
(included in
Exhibit 5.1)
23.2 Consent of McCarty, Curry, X
Wydeven, Peeters & Haak (included in
Exhibit 8.1)

24 Power of Attorney X
(contained on the Signature
Page)
</TABLE>

- -----------------

* Excluding schedules and exhibits, which are identified in such
documents. The Registrant agrees to furnish supplementally a copy of
any omitted schedule or exhibit to the Commission upon request.

<PAGE> 1
Exhibit 8.1

[McCARTY, CURRY, WYDEVEN, PEETERS & HAAK LETTERHEAD]

Green County Bank
1035 1st Center
Brodhead, WI 53520

Ladies and Gentlemen:

RE: Registration Statement on Form S-4 for Proposed Acquisition by F & M
Bancorporation, Inc. ("F & M"), of Green County Bank (the "Bank")

We have acted on behalf of F & M Bancorporation, Inc., in connection with the
Plan and Agreement of Merger and Reorganization by and between F & M and the
Bank, dated as of January 3, 1997, (the "Reorganization Agreement"), and the
Post-Effective Amendment No. 1 to the Registration Statement of F & M on Form
S-4, to which this letter is an exhibit (the "Registration Statement").

We have reviewed the section of the Registration Statement entitled "The Merger
- - Federal Income Tax Consequences" and that section, including the form of
opinion, accurately reflects our opinion regarding the matters of law discussed
in that section, assuming tax-free reorganization treatment. This opinion is
based on our interpretation of the currently applicable sections of the
Internal Revenue Code, Treasury Regulations, Internal Revenue Service Rulings,
and the cases we believe are controlling.

The transactions contemplated by the Reorganization Agreement are conditioned
upon the issuance by McCarty, Curry, Wydeven, Peeters & Haak of its opinion
that the proposed merger of F & M and the Bank constitute a reorganization
within the meaning of Section 368(a)(1)(A) and Section 368(a)(2)(E) of the
Internal Revenue Code of 1986, as amended. That opinion regarding
reorganization treatment has not yet been given and is not contained in this
letter.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Yours very truly,

/s/

McCARTY, CURRY, WYDEVEN, PEETERS & HAAK

<PAGE> 1
EXHIBIT 23.1

[WIPFLI ULLRICH BERTELSON LLP LETTERHEAD]

CONSENT OF WIPFLI ULLRICH BERTELSON LLP

We consent to the use of our report on the financial statements of Green County
Bank (dated December 6, 1996) included in this Amendment to the Registration
Statement on Form S-4, and to the references to our firm under the headings
"F&M Selected Financial Data," "Bank Selected Financial Data," and "Experts"
in the prospectus and/or prospectus supplement which form parts of the
Registration Statement.

Wipfli Ullrich Bertelson LLP
----------------------------
Wipfli Ullrich Bertelson LLP

January 6, 1997
Appleton, Wisconsin