FCB FINANCIAL CORP, S-4, 1997-03-12

FCB FINANCIAL CORP
S-4, 1997-03-12
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
FCB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Wisconsin 6035 39-1760287
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification
incorporation Code Number) No.)
or organization)

108 East Wisconsin Avenue
Neenah, Wisconsin 54956
(414) 727-3400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
____________________

Donald D. Parker
Chairman of the Board, President and Chief Executive Officer
FCB Financial Corp.
108 East Wisconsin Avenue
Neenah, Wisconsin 54956
(414) 727-3400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Copies of all correspondence to:

Jay O. Rothman Christopher J. Zinski
Foley & Lardner Schiff Hardin & Waite
777 East Wisconsin Avenue 7200 Sears Tower
Milwaukee, Wisconsin Chicago, Illinois 60606-6473
53202-5367 (312) 258-5548
(414) 271-2400

Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective
and all other conditions to the Merger (as defined herein) have been
satisfied or waived.

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

CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum
Class of Offering Aggregate Amount of
Securities to Amount to be Price per Offering Registration
be Registered Registered(1) Share(2) Price(2) Fee (3)
Common Stock,
$.01 par value 1,710,258 shares $22.27 $38,087,446 $5,216.05

(1) The actual number of shares of common stock, $.01 par value, of FCB
Financial Corp. ("FCB") to be issued in connection with the Merger
(as defined herein) will equal the number of shares of common stock,
$.01 par value, of OSB Financial Corp. ("OSB") issued immediately
prior to the effective time of the Merger (other than shares owned
(i) by OSB as treasury stock, (ii) by the OSB Management Development
and Recognition Plans and not allocated to participants thereunder or
(iii) by FCB, all of which shares shall be cancelled) multiplied by
the exchange ratio of 1.46.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(f)(1) and 457(c) under the Securities Act of
1933 and based on the average high and low sale prices of OSB
common stock reported on The Nasdaq Stock Market on March 7, 1997.
(3) In accordance with Section 14(g) of the Securities Exchange Act of
1934, Rule 0-11 promulgated thereunder and Rule 457(b) under the
Securities Act of 1933, the amount of the registration fee was
reduced by $6,325.61, which is the amount of the fee paid to the
Securities and Exchange Commission on January 13, 1997 in connection
with the filing of preliminary proxy materials of FCB and OSB.

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.

<PAGE>
[FCB Financial Corp. Logo]
108 East Wisconsin Avenue
Neenah, Wisconsin 54956

Donald D. Parker
Chairman of the Board, President
and Chief Executive Officer

March 17, 1997

Dear Shareholders of Financial Corp.:

We are pleased to enclose materials relating to a Special Meeting of
Shareholders of FCB Financial Corp. ("FCB") to be held at 2:00 p.m. (local
time), on April 24, 1997, at the Valley Inn, 123 East Wisconsin Avenue,
Neenah, Wisconsin 54956.

The primary purpose of the Special Meeting is to consider and vote on
an Agreement and Plan of Merger (the "Merger Agreement"), dated as of
November 13, 1996, between FCB and OSB Financial Corp., a Wisconsin
corporation ("OSB"), relating to the proposed merger of OSB with and into
FCB (the "Merger"), as well as the issuance of shares of FCB Common Stock
in accordance with the Merger Agreement.

The financial services industry continues to undergo change and is
becoming increasingly competitive. This new environment, driven in part
by regulatory changes, has and will continue to alter the way in which our
industry does business. Your Board of Directors believes that the
proposed combination of FCB and OSB will result in a combined business
that will be well-positioned to compete in this new environment.

Under the terms of the Merger Agreement and upon consummation of the
Merger, each issued share of OSB common stock, $.01 par value, other than
certain shares that are owned by OSB as treasury stock, owned by the OSB
Management Development and Recognition Plans and not allocated to
participants thereunder or owned by FCB, will be converted into the right
to receive 1.46 shares of FCB common stock, $.01 par value ("FCB Common
Stock"), plus cash in lieu of any fractional shares. Your shares of FCB
Common Stock will not be affected by the Merger, and you will not need to
exchange your FCB stock certificates. Following consummation of the
Merger, each share of FCB Common Stock will remain outstanding as one
share of the surviving corporation, which will continue to conduct
business under the name FCB Financial Corp. Your Board has received a
written opinion from its financial advisor, R.P. Financial, L.C., dated
November 13, 1996, which was confirmed in a written opinion dated the date
of the attached Joint Proxy Statement/Prospectus, that, as of such dates,
and based upon the assumptions made, matters considered and limits of
review as set forth in such opinions, the exchange ratio with OSB is fair,
from a financial point of view, to FCB and its shareholders.

The Merger Agreement and the transactions contemplated thereby are
described in greater detail in the accompanying Notice and Joint Proxy
Statement/Prospectus and its various attachments. I encourage you to read
these materials carefully.

The Board of Directors of FCB has unanimously approved the Merger
Agreement as being in the best interests of FCB and its shareholders and
recommends that holders of FCB Common Stock vote in favor of the Merger.
In making this recommendation, the Board of Directors has considered
numerous factors, including, but not limited to, the structure of the
proposed Merger and the recent results of operations and financial
position of FCB and OSB.

Whether or not you plan to attend the Special Meeting, holders of FCB
Common Stock are asked to please fill out, sign, and date the enclosed
proxy card, and return it promptly in the accompanying envelope, which
requires no postage if mailed in the United States. If you later find
that you may be present at the Special Meeting or for any other reason
desire to revoke your proxy, you may do so at any time before it is voted.

Sincerely,

/s/ Donald D. Parker
Donald D. Parker
Chairman of the Board, President and
Chief Executive Officer
<PAGE>

[OSB FINANCIAL CORP. LOGO]
420 South Koeller Street
P.O. Box 80
Oshkosh, Wisconsin 54902-0080
(414) 236-3680

March 17, 1997

Dear Shareholder:

When I joined OSB Financial Corp. in the summer of 1995 as
President and Chief Executive Officer I could never have imagined all of
the changes that would occur to our company and the thrift industry in
this short time.

As you will recall, we recorded a large charge to earnings
during 1995 as a result of one-time charges at year end, the largest of
which was a mutual fund portfolio write-down and a related review of our
investment portfolio and strategies. That was a disappointing year, but
we felt it was important to reserve for the decline in value and focus on
the company's future performance that would return OSB to a level of
acceptable earnings per share. We made the right decisions, and it hasn't
taken us long to turn our earnings around.

Just recently, I was pleased to report that net income for the
fiscal year ended December 31, 1996 was $1,315,000 compared to $267,000
for the previous year. As you know, net income for 1996 was negatively
impacted by the one-time after-tax charge of $674,000 assessed by the
Federal Deposit Insurance Corporation ("FDIC") for the recapitalization of
the Savings Association Insurance Fund ("SAIF"). Excluding the one-time
special assessment, net income for the year was $1,989,000. For 1995,
excluding the non-recurring charges, net income was $1,214,000. This
improvement in our net income underscores the progress we have made in
returning the company to solid profitability.

The thrift industry has experienced tumultuous change in recent
years. This is no less apparent than in the large charge to earnings all
SAIF-insured savings associations were required to take a few months ago
to resolve the long-standing undercapitalization of the SAIF. As a result
of this one-time assessment, the FDIC has since reduced our deposit
insurance premiums from 23 cents per $100 of deposits to 6.5 cents,
effective January 1, 1997. As a result of the reduced premiums, the
payback period for the one-time special assessment will be less than four
years. We expect more significant legislative changes in 1997 as the
Congress considers how to meld the thrift and bank industries.

I am writing you now to tell you of yet another significant
development affecting your company, and the news is very good. As you may
be aware, we announced in November that we had entered into an Agreement
and Plan of Merger, dated November 13, 1996, with FCB Financial Corp., the
holding company for Fox Cities Bank, F.S.B., Neenah, Wisconsin (the
"Merger Agreement"), providing for a "merger of equals" transaction
between our two companies.

Your Board of Directors believes that the combination of FCB and
OSB will result in a combined company that will be well-positioned to
compete in the financial services industry in the years ahead. There can
be no question that the financial services industry continues to change at
a rapid rate and we need to position our company to compete effectively in
the years ahead. This merger is an important first step in that
direction. Together we will face new challenges as shareholders of FCB,
the company that will survive the merger.

When the merger is completed (currently expected to occur in the
second quarter of 1997), I will become President and Chief Executive
Officer of FCB and Fox Cities Bank, and six members of your Board of
Directors and I will become members of the Board of Directors of the
combined company. We will work together with the current management and
Board of Directors of FCB and Fox Cities Bank to enhance the shareholder
value of the combined company. I look forward to this new challenge.

The next significant step in this process is to solicit your
vote in connection with the merger. In this regard, I am pleased to
enclose materials relating to a Special Meeting of shareholders of OSB
Financial Corp. to be held at 10:00 a.m. (local time), on April 24, 1997,
at the Ramada Inn, 500 South Koeller Street, Oshkosh, Wisconsin 54902.

The primary purpose of the Special Meeting is to consider and
vote on the Merger Agreement relating to the proposed merger of OSB with
and into FCB.

Under the terms of the Merger Agreement and upon consummation of
the merger, each issued share of OSB common stock, $.01 par value ("OSB
Common Stock"), other than certain shares that are owned by OSB as
treasury stock, owned by the OSB Management Development and Recognition
Plans and not allocated to participants thereunder or owned by FCB, will
be converted into the right to receive 1.46 shares of FCB common stock,
$.01 par value ("FCB Common Stock"), plus cash in lieu of any fractional
shares. Your Board of Directors has received a written opinion from its
financial advisor, Edelman & Co., Ltd., dated the date of the attached
Joint Proxy Statement/Prospectus, that, as of such date, and based upon
matters considered as set forth in such opinion, the exchange ratio with
FCB is fair, from a financial point of view, to OSB and its shareholders.

The Merger Agreement and the transactions contemplated thereby
are described in greater detail in the accompanying Notice and Joint Proxy
Statement/Prospectus and its various attachments. I encourage you to read
these materials carefully.

The Board of Directors of OSB has unanimously approved the
Merger Agreement as being in the best interests of OSB and its
shareholders and recommends that holders of OSB Common Stock vote in favor
of the merger. In making this recommendation, the Board of Directors has
considered numerous factors, including, but not limited to, the structure
of the proposed merger and the recent results of operations and financial
position of OSB and FCB.

Whether or not you plan to attend the Special Meeting, holders
of OSB Common Stock are asked to please fill out, sign, and date the
enclosed proxy card, and return it promptly in the accompanying envelope,
which requires no postage if mailed in the United States. If you later
find that you may be present at the Special Meeting or for any other
reason desire to revoke your proxy, you may do so at any time before it is
voted.

Sincerely,

/s/ James J. Rothenbach
James J. Rothenbach
President and Chief Executive Officer

<PAGE>

[FCB Financial Corp. Logo]
108 East Wisconsin Avenue
Neenah, Wisconsin 54956

___________________________

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held April 24, 1997

___________________________

To the Shareholders of FCB Financial Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of the
shareholders (the "Special Meeting") of FCB Financial Corp., a Wisconsin
corporation ("FCB"), will be held on April 24, 1997, at 2:00 p.m., local
time, at the Valley Inn, 123 East Wisconsin Avenue, Neenah, Wisconsin
54956, for the following purposes, all of which are more fully described
in the accompanying Joint Proxy Statement/Prospectus:

1. To consider and vote upon the approval and adoption of the
Agreement and Plan of Merger (together with a related Plan of Merger,
the "Merger Agreement"), dated as of November 13, 1996, between FCB
and OSB Financial Corp., a copy of which is attached as Annex A to
the accompanying Joint Proxy Statement/Prospectus, and the
transactions contemplated thereby, including, among other things, the
issuance of shares of common stock of FCB pursuant to the terms of
the Merger Agreement.

2. To consider such other matters as may properly come before
the Special Meeting or any adjournments or postponements thereof,
including proposals to adjourn the Special Meeting to permit the
further solicitation of proxies by the FCB Board of Directors in the
event that there are not sufficient votes to approve the proposal
described in paragraph 1 above at the time of the Special Meeting;
provided, however, that no proxy which is voted against the proposal
described in paragraph 1 above will be voted in favor of an
adjournment to solicit further proxies.

The close of business on March 10, 1997 has been fixed as the
record date for the determination of shareholders entitled to notice of,
and to vote at, the Special Meeting and any adjournment or postponement
thereof.

By Order of the Board of Directors,

FCB FINANCIAL CORP.

Harold L. Hermansen
Secretary
Neenah, Wisconsin
March 17, 1997

YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR
HOLDINGS MAY BE. TO ASSURE YOUR REPRESENTATION AT THE SPECIAL MEETING,
PLEASE DATE THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS, SIGN EXACTLY AS YOUR NAME APPEARS THEREON AND RETURN IT
IMMEDIATELY IN THE SELF-ADDRESSED ENVELOPE ENCLOSED.

<PAGE>
[OSB FINANCIAL CORP. LOGO]
420 South Koeller Street
P.O. Box 80
Oshkosh, Wisconsin 54902-0080
(414) 236-3680
___________________________

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 24, 1997

___________________________

NOTICE IS HEREBY GIVEN, that a Special Meeting of Shareholders
(the "Special Meeting") of OSB Financial Corp. ("OSB") will be held at the
Ramada Inn, 500 South Koeller Street, Oshkosh, Wisconsin 54902, on April
24, 1997 at 10:00 a.m., local time. OSB is the holding company for
Oshkosh Savings Bank, F.S.B.

The Special Meeting is for the purpose of considering and acting
upon:

1. The approval and adoption of the Agreement and Plan of
Merger (together with a related Plan of Merger, the "Merger
Agreement"), dated as of November 13, 1996, between OSB and FCB
Financial Corp., a Wisconsin corporation ("FCB"), a copy of which is
attached as Annex A to the accompanying Joint Proxy Statement/
Prospectus, and the transactions contemplated thereby.

2. Such other matters as may properly come before the Special
Meeting or any adjournments or postponements thereof, including
proposals to adjourn the Special Meeting to permit the further
solicitation of proxies by the OSB Board of Directors in the event
that there are not sufficient votes to approve the proposal described
in paragraph 1 above at the time of the Special Meeting; provided,
however, that no proxy which is voted against the proposal described
in paragraph 1 above will be voted in favor of an adjournment to
solicit further proxies.

The Board of Directors has fixed the close of business on March
10, 1997, as the record date for the determination of the shareholders
entitled to vote at the Special Meeting and any adjournments or
postponements thereof.

You are requested to complete and sign the enclosed form of
Proxy which is solicited by the Board of Directors and mail it promptly in
the enclosed envelope.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Cynthia Doughty
Cynthia Doughty
Secretary

Oshkosh, Wisconsin
March 17, 1997

<PAGE>
JOINT PROXY STATEMENT

Special Meeting of Shareholders Special Meeting of Shareholders
of of
FCB FINANCIAL CORP. OSB FINANCIAL CORP.
108 East Wisconsin Avenue 420 South Koeller Street
Neenah, Wisconsin 54956 Oshkosh, Wisconsin 54902
(414) 727-3400 (414) 236-3680

____________________
PROSPECTUS OF
FCB FINANCIAL CORP.
____________________

This Joint Proxy Statement/Prospectus is being furnished to the
shareholders of FCB Financial Corp., a Wisconsin corporation ("FCB"), and
to the shareholders of OSB Financial Corp., a Wisconsin corporation
("OSB"), in connection with the solicitation of proxies of common
shareholders of FCB by the Board of Directors of FCB and of common
shareholders of OSB by the Board of Directors of OSB, in each case for use
at the respective special meetings of such shareholders, to be held on
April 24, 1997, at the Valley Inn, 123 East Wisconsin Avenue, Neenah,
Wisconsin 54956, commencing at 2:00 p.m., local time, and any adjournments
or postponements thereof (the "FCB Special Meeting") in the case of FCB,
and to be held on April 24, 1997, at the Ramada Inn, 500 South Koeller
Street, Oshkosh, Wisconsin 54902, commencing at 10:00 a.m., local time,
and any adjournments or postponements thereof (the "OSB Special Meeting")
in the case of OSB. At the FCB Special Meeting, holders of FCB common
stock, $.01 par value ("FCB Common Stock"), will consider and vote upon
the approval and adoption of an Agreement and Plan of Merger (together
with a related Plan of Merger, the "Merger Agreement"), dated as of
November 13, 1996, among FCB and OSB, which provides for, among other
things, the merger of OSB with and into FCB (the "Merger"), and the
transactions contemplated thereby, including the issuance of additional
shares of FCB Common Stock pursuant to the Merger Agreement. At the OSB
Special Meeting, holders of OSB common stock, $.01 par value ("OSB Common
Stock"), will consider and vote upon the approval and adoption of the
Merger Agreement and the transactions contemplated thereby.

Under the Merger Agreement, each issued and outstanding share of
OSB Common Stock (except as otherwise provided herein) will be converted
into the right to receive shares of FCB Common Stock as described herein.
For a more complete description of the Merger Agreement and the terms of
the Merger, see "THE MERGER."

This Joint Proxy Statement/Prospectus also constitutes a
prospectus of FCB with respect to up to 1,710,258 shares of FCB Common
Stock to be issued in the Merger in exchange for outstanding shares of OSB
Common Stock.
__________________

THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENTAL AGENCY.
__________________

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

This Joint Proxy Statement/Prospectus and accompanying forms of
proxy are first being mailed to shareholders of FCB and OSB on or about
March 17, 1997.

The date of this Joint Proxy Statement/Prospectus is March 12, 1997.
__________________

<PAGE>
AVAILABLE INFORMATION

FCB and OSB are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, file reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the
following Regional Offices of the Commission: Midwest Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661; and Northeast Regional Office, 7 World Trade Center, Suite 1300,
New York, New York 10048. Copies of such material may also be obtained
from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, the
Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that
file electronically with the Commission. The address of such Web site is
http://www.sec.gov.

This Joint Proxy Statement/Prospectus does not contain all of
the information set forth in the Registration Statement on Form S-4 and
exhibits thereto (the "Registration Statement") covering the securities
offered hereby which FCB has filed with the Commission, certain portions
of which have been omitted pursuant to the rules and regulations of the
Commission, and to which portions reference is hereby made for further
information with respect to FCB and the securities offered hereby. The
Registration Statement is available for inspection and copying as set
forth above. Statements contained in this Joint Proxy Statement/
Prospectus or in any document incorporated by reference in this Joint
Proxy Statement/Prospectus 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.

All information concerning FCB included in this Joint Proxy
Statement/Prospectus has been furnished by FCB, and all information
concerning OSB included in this Joint Proxy Statement/Prospectus has been
furnished by OSB.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS JOINT PROXY STATEMENT/PROSPECTUS AND,
IF GIVEN OR MADE, THE INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY FCB OR OSB. THIS JOINT PROXY STATEMENT/
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO PURCHASE THE SECURITIES OFFERED HEREBY, OR THE SOLICITATION OF A
PROXY, IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION OF AN OFFER OR PROXY IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS JOINT PROXY STATEMENT/PROSPECTUS NOR ANY
DISTRIBUTION OF THE SECURITIES TO WHICH THIS JOINT PROXY STATEMENT/
PROSPECTUS RELATES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF FCB OR OSB SINCE THE DATE
OF THIS JOINT PROXY STATEMENT/PROSPECTUS.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

THIS JOINT PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY
REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF
SUCH DOCUMENTS, EXCLUDING EXHIBITS UNLESS SPECIFICALLY INCORPORATED
HEREIN, ARE AVAILABLE TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO
WHOM THIS JOINT PROXY STATEMENT/PROSPECTUS IS DELIVERED, UPON WRITTEN OR
ORAL REQUEST, WITHOUT CHARGE, IN THE CASE OF DOCUMENTS RELATING TO FCB,
DIRECTED TO PHILLIP J. SCHOOFS, VICE PRESIDENT AND TREASURER, FCB
FINANCIAL CORP., 108 EAST WISCONSIN AVENUE, NEENAH, WISCONSIN 54956
(TELEPHONE NUMBER (414) 727-3400), AND IN THE CASE OF DOCUMENTS RELATING
TO OSB, DIRECTED TO JAMES J. ROTHENBACH, PRESIDENT AND CHIEF EXECUTIVE
OFFICER, OSB FINANCIAL CORP., 420 SOUTH KOELLER STREET, OSHKOSH,
WISCONSIN 54902 (TELEPHONE NUMBER (414) 236-3680). IN ORDER TO ENSURE
TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY APRIL 17,
1997.

The following documents filed with the Commission by FCB (File
No. 0-22066) or OSB (File No. 0-20335) pursuant to the Exchange Act are
incorporated herein by reference:

(a) FCB's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996.

(b) FCB's Quarterly Reports on Form 10-Q for the quarters ended
June 30, September 30, and December 31, 1996.

(d) OSB's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.

The information relating to FCB and OSB contained in this Joint
Proxy Statement/Prospectus does not purport to be comprehensive and should
be read together with the information in the documents incorporated by
reference herein.

All documents filed by FCB and OSB pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the Special Meetings will be deemed to be incorporated by
reference into this Joint Proxy Statement/Prospectus and to be a part
hereof from the date of filing of the documents.

Any statement contained in a document incorporated by reference
herein or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes hereof to the extent that a
statement contained herein (or in any subsequently filed document which
also is, or is deemed to be, incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed to constitute a part hereof except as so modified or
superseded.

<PAGE>
FCB FINANCIAL CORP.
AND
OSB FINANCIAL CORP.

Joint Proxy Statement/Prospectus

TABLE OF CONTENTS
Page

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . i

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE . . . . . . . . . . i

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Parties . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Special Meetings . . . . . . . . . . . . . . . . . . . . . . 1
Votes Required . . . . . . . . . . . . . . . . . . . . . . . . . 1
Reasons for the Merger; Recommendation of the Boards of
Directors . . . . . . . . . . . . . . . . . . . . . . . . . 2
Background of the Merger . . . . . . . . . . . . . . . . . . . . 2
Proposed Merger . . . . . . . . . . . . . . . . . . . . . . . . 2
General . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Interests of Certain Persons in the Merger . . . . . . . . 2
Conditions to the Merger . . . . . . . . . . . . . . . . . 3
Exchange of Stock Certificates . . . . . . . . . . . . . . 3
Management and Operations After the Merger . . . . . . . . 3
Waivers and Amendments to the Merger Agreement . . . . . . 4
Termination . . . . . . . . . . . . . . . . . . . . . . . . 4
Termination Fees . . . . . . . . . . . . . . . . . . . . . 4
Indemnification . . . . . . . . . . . . . . . . . . . . . . 4
Stock Option Agreements . . . . . . . . . . . . . . . . . . . . 5
Interests of Certain Persons in the Mergers . . . . . . . . . . 5
Opinions of Financial Advisors . . . . . . . . . . . . . . . . . 5
No Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . 6
Certain Federal Income Tax Consequences of the Merger . . . . . 6
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . 6
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . 6
Dividends on FCB Common Stock and OSB Common Stock . . . . . . . 6
Markets and Market Prices . . . . . . . . . . . . . . . . . . . 7
Comparative Book Values, Dividends and Earnings Per Common Share 7
Comparative Market Prices and Dividends . . . . . . . . . . . . 9
Selected Historical and Pro Forma Data . . . . . . . . . . . . . 10

SPECIAL MEETINGS INFORMATION . . . . . . . . . . . . . . . . . . . . 13
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Date, Place and Times . . . . . . . . . . . . . . . . . . . . . 13
Record Dates; Votes Required and Revocation of Proxies . . . . . 13
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . 15

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Background of the Merger . . . . . . . . . . . . . . . . . . . . 15
Reasons for the Merger; Recommendation of Boards of Directors . 19
Opinions of Financial Advisors . . . . . . . . . . . . . . . . . 20
Interests of Certain Persons in the Merger . . . . . . . . . . . 27
Certain Federal Income Tax Consequences . . . . . . . . . . . . 28
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . 29
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . 29
Listing on The Nasdaq Stock Market . . . . . . . . . . . . . . . 30
Federal Securities Law Consequences . . . . . . . . . . . . . . 30
No Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . 30

THE MERGER AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . 30
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Consummation of the Merger . . . . . . . . . . . . . . . . . . . 31
Representations and Warranties . . . . . . . . . . . . . . . . . 32
Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . 33
Board of Directors of the Surviving Corporation . . . . . . . . 34
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 35
Conduct Inconsistent with the Merger Agreement . . . . . . . . . 36
Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . 36
Conditions to Each Party's Obligation to Effect the Merger . . . 37
Termination, Amendment and Waiver . . . . . . . . . . . . . . . 38
Termination Fees . . . . . . . . . . . . . . . . . . . . . . . . 39
Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 40

THE STOCK OPTION AGREEMENTS . . . . . . . . . . . . . . . . . . . . . 40
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Certain Repurchases and Other Payments . . . . . . . . . . . . . 41
Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Restrictions on Transfer . . . . . . . . . . . . . . . . . . . . 42

SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . 43

UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 48

COMPARISON OF THE RIGHTS OF SHAREHOLDERS
OF FCB COMMON STOCK AND OSB COMMON STOCK . . . . . . . . . . . . . . 53
Power to Call Special Shareholders Meeting . . . . . . . . . . . 53
10% Ownership Limitation . . . . . . . . . . . . . . . . . . . . 53
Amendment of Articles of Incorporation . . . . . . . . . . . . . 53
Removal of Directors . . . . . . . . . . . . . . . . . . . . . . 54

DESCRIPTION OF FCB CAPITAL STOCK . . . . . . . . . . . . . . . . . . 54

FCB FINANCIAL CORP. . . . . . . . . . . . . . . . . . . . . . . . . . 55
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Incorporation of Certain Information by Reference . . . . . . . 55
Management's Discussion and Analysis of FCB's Results of
Operations and Financial Position . . . . . . . . . . . . . 56

OSB FINANCIAL CORP. . . . . . . . . . . . . . . . . . . . . . . . . . 66
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Incorporation of Certain Information by Reference . . . . . . . 66
Management's Discussion and Analysis of OSB's Results of
Operations and Financial Position . . . . . . . . . . . . . 67

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

SHAREHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . 74

INDEX TO FCB AND OSB FINANCIAL STATEMENTS . . . . . . . . . . . . . . II-1

Annex A Agreement and Plan of Merger . . . . . . . . . . . . . . . A-1
Annex B Stock Option and Trigger Payment Agreement
between FCB and OSB . . . . . . . . . . . . . . . . . . . . B-1
Annex C Stock Option and Trigger Payment Agreement
between OSB and FCB . . . . . . . . . . . . . . . . . . . . C-1
Annex D Form of Employment Agreement with Donald D. Parker . . . . D-1
Annex E Form of Employment Agreement with James J. Rothenbach . . . E-1
Annex F Form of Employment Agreement with Phillip J. Schoofs . . . F-1
Annex G Form of Employment Agreement with Harold L. Hermansen . . . G-1
Annex H Form of Employment Agreement with Theodore W. Hoff . . . . H-1
Annex I Opinion of RP Financial, L.C. . . . . . . . . . . . . . . . I-1
Annex J Opinion of Edelman & Co., Ltd. . . . . . . . . . . . . . . J-1

<PAGE>
SUMMARY

The following is a brief summary of certain information with respect
to matters to be considered at the Special Meetings. As used in this
Joint Proxy Statement/Prospectus, the terms "FCB" and "OSB" refer to such
corporations, and, except where the context otherwise requires, such
entities and their respective subsidiaries. This summary is not intended
to be complete and is qualified in its entirety by reference to the more
detailed information contained elsewhere in this Joint Proxy Statement/
Prospectus, including the annexes hereto, and the documents incorporated
in this Joint Proxy Statement/Prospectus by reference. Shareholders are
urged to review carefully this entire Joint Proxy Statement/Prospectus.

The Parties

FCB. FCB, a Wisconsin corporation, is a savings and loan holding
company that owns all of the outstanding stock of Fox Cities Bank, F.S.B.
("Fox Cities"). Fox Cities is a federally chartered stock savings
association headquartered in Neenah, Wisconsin, that offers a variety of
financial and banking services to the general public, including
residential mortgage and consumer loans as well as, to a lesser extent,
business and commercial loans. The principal executive office of FCB is
located at 108 East Wisconsin Avenue, Neenah, Wisconsin, 54956, telephone
(414) 727-3400.

OSB. OSB, a Wisconsin corporation, is a savings and loan holding
company which owns all of the outstanding stock of Oshkosh Savings
Bank, F.S.B. ("Oshkosh Savings"). Oshkosh Savings is a federally
chartered stock savings association which operates as a full service
financial institution with a primary emphasis on residential mortgage
loans, and to a lesser extent commercial real estate and business and
consumer loans. The principal executive office of OSB is located at 420
South Koeller Street, Oshkosh, Wisconsin 54902, telephone (414) 236-3680.

The Special Meetings

FCB. The FCB Special Meeting will be held at the Valley Inn, 123
East Wisconsin Avenue, Neenah, Wisconsin 54956, on April 24, 1997, at 2:00
p.m., local time. The close of business on March 10, 1997 is the record
date (the "FCB Record Date") for determining the shareholders of record of
FCB entitled to notice of and to vote at the FCB Special Meeting and any
postponement or adjournment thereof. The purpose of the FCB Special
Meeting is to consider and vote upon the approval and adoption of the
Merger Agreement and the transactions contemplated thereby, including,
among other things, the issuance of shares of FCB Common Stock pursuant to
the terms of the Merger Agreement. For additional information relating to
the FCB Special Meeting, see "SPECIAL MEETINGS INFORMATION."

OSB. The OSB Special Meeting will be held at the Ramada Inn, 500
South Koeller Street, Oshkosh, Wisconsin 54902, on April 24, 1997, at
10:00 a.m., local time. The close of business on March 10, 1997 is the
record date (the "OSB Record Date") for determining the shareholders of
record of OSB entitled to notice of and to vote at the OSB Special Meeting
and any postponement or adjournment thereof. The purpose of the OSB
Special Meeting is to consider and vote upon a proposal to approve the
Merger Agreement and the transactions contemplated thereby. For
additional information relating to the OSB Special Meeting, see "SPECIAL
MEETINGS INFORMATION."

Votes Required

FCB. The Wisconsin Business Corporation Law (the "WBCL") requires
that the Merger Agreement be approved by the affirmative vote of a
majority of the outstanding shares of FCB Common Stock entitled to vote at
the FCB Special Meeting. As of the FCB Record Date, there were 2,463,803
outstanding shares of FCB Common Stock, each of which is entitled to one
vote. As of the FCB Record Date, directors and executive officers of FCB
held or exercised voting control over approximately 16.5% of the
outstanding shares of FCB Common Stock entitled to vote on the Merger
(including 110,146 shares held by the FCB Financial Corp., F.S.B. Employee
Stock Ownership Plan (the "FCB ESOP") and not allocated to participants
thereunder). See "SPECIAL MEETINGS INFORMATION--Record Dates; Votes
Required and Revocation of Proxies."

OSB. The WBCL requires that the Merger Agreement be approved by the
affirmative vote of holders of a majority of the outstanding shares of OSB
Common Stock entitled to vote at the OSB Special Meeting. As of the OSB
Record Date, there were 1,161,634 outstanding shares of OSB Common Stock,
each of which is entitled to one vote. As of the OSB Record Date,
directors and executive officers of OSB held or exercised voting control
over approximately 19.2% of the outstanding shares of OSB Common Stock
entitled to vote on the Merger (including (i) 45,240 shares held by the
Oshkosh Savings Bank, F.S.B. Employee Stock Ownership Plan (the "OSB
ESOP") and not allocated to participants thereunder and (ii) 60,000 shares
owned by the OSB Management Development and Recognition Plans (the "OSB
MRPs") and not allocated to participants thereunder). See "SPECIAL
MEETINGS INFORMATION--Record Dates; Votes Required and Revocation of
Proxies."

Reasons for the Merger; Recommendation of the Boards of Directors

FCB. The Board of Directors of FCB (the "FCB Board") unanimously
recommends that holders of FCB Common Stock vote FOR approval of the
Merger Agreement and the transactions contemplated thereby. The FCB
Board, after consideration of the terms and conditions of the Merger
Agreement and other factors deemed relevant by the FCB Board, believes
that the terms of the Merger Agreement are fair and that the Merger is in
the best interests of FCB and its shareholders. See "THE MERGER--Reasons
for the Merger; Recommendation of Boards of Directors"; and "--Background
of the Merger."

OSB. The Board of Directors of OSB (the "OSB Board") unanimously
recommends that holders of OSB Common Stock vote FOR approval of the
Merger Agreement and the transactions contemplated thereby. The OSB
Board, after consideration of the terms and conditions of the Merger
Agreement and other factors deemed relevant by the OSB Board, believes
that the terms of the Merger Agreement are fair and that the Merger is in
the best interests of OSB and its shareholders. See "THE MERGER--Reasons
for the Merger; Recommendation of Boards of Directors"; and "--Background
of the Merger."

Background of the Merger

For a description of the background of the Merger, see "THE
MERGER--Background of the Merger."

Proposed Merger

General. Under the terms of the Merger Agreement, OSB will, upon the
later of (a) the time of filing of Articles of Merger with the Wisconsin
Department of Financial Institutions and (b) the effective date and time
of the Merger as set forth in such Articles of Merger (the later of (a)
and (b) above being the "Effective Time") in accordance with the terms of
the Merger Agreement, merge with and into FCB, with the combined entity
conducting business under the name FCB Financial Corp. (the "Surviving
Corporation"). Pursuant to the Merger Agreement, each issued share of OSB
Common Stock (other than shares of OSB Common Stock which are held by OSB
as treasury stock, owned by the OSB MRPs and not allocated to participants
thereunder or owned by FCB) will be converted into the right to receive
1.46 shares of FCB Common Stock (the "OSB Exchange Ratio") plus cash in
lieu of fractional shares. Each outstanding option granted by OSB under
the OSB Financial Corp. 1992 Stock Option and Incentive Plan will be
converted into the right to purchase that number of shares of FCB Common
Stock equal to the product (rounded up to the nearest whole number) of the
number of shares of OSB Common Stock subject to the original option and
the OSB Exchange Ratio. See "THE MERGER AGREEMENT--Consummation of the
Merger."

Interests of Certain Persons in the Merger. The Board of Directors
of the Surviving Corporation will consist of 14 persons. It is
anticipated that such Board will consist of the following persons:
Donald D. Parker, the current Chairman of the Board, President and Chief
Executive Officer of FCB, James J. Rothenbach, the current President and
Chief Executive Officer of OSB, Walter H. Drew, Donald S. Koskinen, David
L. Erdmann, William A. Raaths, Richard A. Bergstrom, William J. Schmidt,
Thomas C. Butterbrodt, Dr. Edwin L. Downing, David L. Geurden, David L.
Omachinski, David L. Baston, and Ronald L. Tenpas, all of whom shall serve
as a director of the Surviving Corporation until their successors are duly
elected and qualified. The persons who will serve as directors of the
Surviving Corporation are all currently directors of either FCB or OSB.
Additionally, five persons will enter into employment agreements with the
Surviving Corporation and the Surviving Bank (as defined herein) to serve
as officers thereof, including Donald D. Parker, James J. Rothenbach,
Phillip J. Schoofs, Harold L. Hermansen and Theodore W. Hoff. See "THE
MERGER AGREEMENT--Consummation of the Merger," and "THE MERGER--Interests
of Certain Persons in the Merger."

Conditions to the Merger. The respective obligations of FCB and OSB
to consummate the Merger are subject to the satisfaction of certain
conditions, including: the approval of the Merger Agreement by the
shareholders of FCB and OSB; the receipt of all material governmental
approvals; the absence of any injunction that prevents the consummation of
the Merger; the accuracy of the representations and warranties of the
other party set forth in the Merger Agreement as of the date for the
closing of the Merger (the "Closing Date"); the performance by the other
party in all material respects, or waiver, of all obligations required to
be performed under the Merger Agreement and the reciprocal option
grantor/option holder stock option and trigger payment agreements entered
into by and between FCB and OSB in connection with the execution of the
Merger Agreement (the "Stock Option Agreements"); the lack of any event or
circumstance occurring since the date of the Merger Agreement which may
reasonably be expected to have a material adverse effect on the parties;
the receipt of opinions of counsel and various third-party consents in a
form satisfactory to the respective parties; the receipt of legal opinions
that the Merger will qualify as a tax-free reorganization; the receipt by
FCB of a letter from affiliates of OSB with respect to transactions in
securities of FCB; and the effectiveness of the Registration Statement.
See "THE MERGER AGREEMENT--Conditions to Each Party's Obligation to Effect
the Merger."

Exchange of Stock Certificates. At or prior to the Effective Time,
FCB shall deposit with a bank, trust company or other entity reasonably
acceptable to OSB (the "Exchange Agent") certificates representing the
shares of FCB Common Stock to be issued in accordance with the terms of
the Merger Agreement ("FCB Common Stock Certificates") for exchange in
accordance with the Merger Agreement, and cash in lieu of any fractional
shares of FCB Common Stock.

As soon as practicable after the Effective Time, and in no event
later than ten business days thereafter, FCB will cause the Exchange Agent
to mail to each holder of certificates representing one or more shares of
OSB Common Stock converted into the right to receive shares of FCB Common
Stock pursuant to the Merger Agreement ("OSB Common Stock Certificates") a
letter of transmittal and instructions for use in effecting the surrender
of the OSB Common Stock Certificates in exchange for FCB Common Stock
Certificates and any cash in lieu of fractional shares. Upon proper
surrender of an OSB Common Stock Certificate for exchange and cancellation
to the Exchange Agent, together with such properly completed letter of
transmittal, the holder of such OSB Common Stock Certificate shall be
entitled to receive in exchange therefor the amount of shares of FCB
Common Stock as calculated pursuant to the terms of the Merger Agreement
plus cash in lieu of fractional shares. Persons who hold FCB Common Stock
prior to the Merger will not need to exchange their existing certificates
representing shares of FCB Common Stock for new stock certificates. See
"THE MERGER AGREEMENT--Consummation of the Merger."

Management and Operations After the Merger. In the Merger, OSB will
be merged into FCB and the separate corporate existence of OSB will cease.
FCB, as the surviving corporation in the Merger, will continue operations
under the name FCB Financial Corp. It is also expected that, as soon as
practicable after the Merger, Oshkosh Savings will merge with and into Fox
Cities (the "Bank Merger"). The new entity (the "Surviving Bank") will
conduct business under the name Fox Cities Bank, F.S.B. Pursuant to the
terms of the Merger Agreement, at the Effective Time, Donald D. Parker,
currently Chairman of the Board, President and Chief Executive Officer of
FCB, James J. Rothenbach, currently President and Chief Executive Officer
of OSB, Phillip J. Schoofs, currently Vice President and Treasurer of FCB,
Harold L. Hermansen, currently Vice President and Secretary of FCB, and
Theodore W. Hoff, currently Vice President-Retail Sales and Service of
Oshkosh Savings, will become executive officers of the Surviving
Corporation and the Surviving Bank. See "THE MERGER--Interests of Certain
Persons in the Merger."

Waivers and Amendments to the Merger Agreement. FCB and OSB may
amend, modify or waive in writing the terms and conditions of the Merger
Agreement; provided, however, that no amendment may be made after the
approval of the Merger Agreement at the Special Meetings that changes in
any manner adverse to the shareholders of FCB or OSB the consideration to
be provided such shareholders pursuant to the Merger. Pursuant to the
terms of the Merger Agreement, the consummation of the Merger is
conditioned upon the receipt by both parties of legal opinions that the
Merger will qualify as a tax-free reorganization under Section 368 of the
Internal Revenue Code of 1986, as amended (the "Code'). In the event that
FCB and OSB amend or modify the Merger Agreement by waiving this
requirement, FCB and OSB will resolicit shareholders for approval of such
amended or modified agreement. See "THE MERGER AGREEMENT--Termination,
Amendment and Waiver."

Termination. The Merger Agreement may be terminated under certain
circumstances, including (i) by mutual consent of the parties; (ii) by
either party if the Merger is not consummated by September 30, 1997; (iii)
by either party if either of FCB's or OSB's shareholders vote against the
Merger or if any state or federal law or court order prohibits the Merger;
(iv) by the non-breaching party if there exist breaches of any
representations or warranties contained in the Merger Agreement or in the
Stock Option Agreements which breaches, individually or in the aggregate,
would result in a material adverse effect on the breaching party and which
are not cured within thirty (30) days after notice; (v) by the non-
breaching party if there occurs a material breach of any covenant or
agreement in the Merger Agreement or in the Stock Option Agreements which
is not cured within thirty (30) days after notice; (vi) by either party if
the Board of Directors of the other party shall withdraw or adversely
modify its recommendation of the Merger or shall approve or recommend any
competing transaction; or (vii) by one party, under certain circumstances,
as a result of a third party tender offer or business combination proposal
with respect to the other party. See "THE MERGER AGREEMENT--Termination,
Amendment and Waiver."

Termination Fees. The Merger Agreement provides that if a breach
described in clause (iv) or (v) of the previous paragraph occurs, then, if
such breach is not willful, the non-breaching party will be entitled to
reimbursement of its out-of-pocket expenses, not to exceed $200,000. In
the event of a willful breach, the non-breaching party will be entitled to
its out-of-pocket expenses (which shall not be limited to $200,000) and
any remedies it may have at law or in equity, and provided that if, at the
time of the breaching party's willful breach, there shall have been a
third party tender offer or business combination proposal which shall not
have been rejected by the breaching party or withdrawn by the third party,
then such breaching party, at the time of termination of the Merger
Agreement, will pay to the non-breaching party an additional termination
fee equal to $1.0 million. The Merger Agreement also requires payment of
a termination fee of $1.0 million, together with reimbursement of out-of-
pocket expenses, by one party (the "Target Party") to the other party, if
the Merger Agreement is terminated (i) as a result of the acceptance by
the Target Party of a third party tender offer or business combination
proposal, (ii) as a result of the Target Party's material failure to
convene a meeting of shareholders while a third party tender offer or
business combination proposal remains outstanding, (iii) following a
failure of the shareholders of the Target Party to approve the Merger
while a third party tender offer or business combination proposal remains
outstanding, or (iv) after the Board of Directors of either party to the
Merger withdraws or modifies its recommendation of the Merger Agreement,
approves or recommends any business combination with a third party, or
resolves to take any of the foregoing actions. The termination fees
(exclusive of any amounts paid for the reimbursement of expenses) payable
by FCB or OSB under the foregoing provisions plus the aggregate amount
which could be payable by FCB or OSB under the Stock Option Agreements may
not exceed $1.5 million in the aggregate. See "THE MERGER AGREEMENT--
Termination Fees"; and "--Other Expenses."

Indemnification. The Merger Agreement provides that, in the event of
any threatened or actual claim or proceeding against an officer, director
or employee of FCB or OSB which is based on the fact that such person is
or was an officer, director or employee of FCB or OSB, or based on the
Merger Agreement and the transactions contemplated thereby, FCB and OSB
will use reasonable efforts to respond to and defend such actions on
behalf of the officer, director or employee. The Merger Agreement also
provides that the Surviving Corporation will indemnify and hold harmless
any such indemnified party against certain losses incurred by the
indemnified party in connection with certain lawsuits and other actions
against such person, and will use reasonable efforts to obtain directors'
and officers' liability insurance for the officers and directors of the
Surviving Corporation. Subject to certain limitations, such insurance
will either provide coverage for three years from the Effective Date or
will substitute policies of at least the same coverage and amounts and
containing terms and conditions not less advantageous than the policies
previously maintained by FCB and OSB. See "THE MERGER
AGREEMENT--Indemnification."

Stock Option Agreements

In connection with the execution and delivery of the Merger
Agreement, FCB and OSB entered into the Stock Option Agreements, each
granting the other an irrevocable option (individually an "Option" and
collectively the "Options") to purchase, under certain circumstances,
authorized but unissued shares of the respective issuer's common stock
(representing 19.9% of the outstanding common stock of such issuer) at an
exercise price of $18.875 per share in the case of FCB Common Stock and
$24.375 per share in the case of OSB Common Stock. The exercise of the
Options and the effectiveness of certain provisions of the Stock Option
Agreements are subject to certain conditions described in the Stock Option
Agreements and in the Merger Agreement. See "THE STOCK OPTION AGREEMENTS-
-General" and "THE MERGER AGREEMENT--Termination Fees." In addition, the
Stock Option Agreements provide that the holder of an Option has the right
to require the issuer thereof to repurchase from the holder of the Option
(i) all or any portion of the Option at any time the Option is exercisable
at a price equal to the amount of the difference between the Market/Offer
Price (as such term is defined in the Stock Option Agreements) and the
exercise price of the Option; and (ii) on or at any time prior to
September 30, 1997, all or any portion of any shares purchased pursuant to
the Option. In addition, the Stock Option Agreements provide that in the
event an Option becomes exercisable but regulatory approvals relating to
issuance, acquisition or exercise of the Option, if any, have not been
obtained, the holder of the Option has the right to demand from the issuer
thereof an amount in cash equal to the product of (a) the number of shares
the holder would have received upon exercise of the Option and (b) the
difference between the Market/Offer Price and the exercise price of the
Option. See "THE STOCK OPTION AGREEMENTS--Certain Repurchases and Other
Payments." The Stock Option Agreements are intended to increase the
likelihood that the Merger will be consummated in accordance with the
terms of the Merger Agreement and may have the effect of discouraging
competing offers. See "THE STOCK OPTION AGREEMENTS."

The Options will generally become exercisable at any time after the
Merger Agreement becomes terminable by the holder of an Option under
circumstances which could entitle such holder to termination fees from the
issuer of the Option. See "THE STOCK OPTION AGREEMENTS."

Interests of Certain Persons in the Mergers

Each of Donald D. Parker, Chairman of the Board, President and Chief
Executive Officer of FCB; James J. Rothenbach, President and Chief
Executive Officer of OSB; Phillip J. Schoofs, Vice President and Treasurer
of FCB; Harold L. Hermansen, Vice President and Secretary of FCB; and
Theodore W. Hoff, Vice President-Retail Sales and Service of Oshkosh
Savings, will enter into employment agreements with the Surviving
Corporation and the Surviving Bank to become effective upon consummation
of the Merger (the "Employment Agreements"). Pursuant to the Employment
Agreements, each of the above will serve as officers of the Surviving
Bank: Mr. Parker will serve as Chairman of the Board; Mr. Rothenbach will
serve as President and Chief Executive Officer; Mr. Schoofs will serve as
Vice President, Treasurer and Chief Financial Officer; Mr. Hermansen will
serve as Vice President-Retail Lending and Secretary; and Mr. Hoff will
serve as Vice President-Retail Sales and Service. The foregoing
individuals will also serve as officers of the Surviving Corporation in
accordance with the Employment Agreements. The Employment Agreements
specify each executive's salary and benefits and contain noncompetition
covenants and provisions concerning termination of employment. See "THE
MERGER--Interests of Certain Persons in the Merger."

Opinions of Financial Advisors

FCB. RP Financial, L.C. ("RP Financial"), delivered to the FCB Board
its written opinion dated November 13, 1996, which was confirmed in a
written opinion dated the date of this Joint Proxy Statement/Prospectus,
that, as of such dates, and based upon the assumptions made, matters
considered and limits of review as set forth in such opinions, the OSB
Exchange Ratio is fair, from a financial point of view, to the FCB
shareholders. The written opinion of RP Financial dated the date of this
Joint Proxy Statement/Prospectus is attached hereto as Annex I and is
incorporated herein by reference. Holders of shares of FCB Common Stock
are urged to, and should, read such opinion in its entirety. For a
description of the assumptions made and matters considered by RP
Financial, see "THE MERGER--Opinions of Financial Advisors" and Annex I.

OSB. Edelman & Co., Ltd. ("Edelman"), delivered to the OSB Board its
written opinion dated the date of this Joint Proxy Statement/Prospectus
that, as of such date, and based upon the matters considered as set forth
in such opinion, the OSB Exchange Ratio is fair, from a financial point of
view, to the OSB shareholders. The written opinion of Edelman is attached
hereto as Annex J and is incorporated herein by reference. Holders of
shares of OSB Common Stock are urged to, and should, read such opinion in
its entirety. For a description of the assumptions made and matters
considered by Edelman, see "THE MERGER--Opinions of Financial Advisors"
and Annex J.

No Appraisal Rights

Holders of shares of FCB Common Stock and OSB Common Stock will not
have dissenters' rights in connection with the Merger.

Certain Federal Income Tax Consequences of the Merger

FCB's obligation to effect the Merger is conditioned on the delivery
of an opinion to FCB from Foley & Lardner, counsel for FCB, and OSB's
obligation to effect the Merger is conditioned upon the delivery to OSB of
an opinion from Schiff Hardin & Waite, counsel for OSB, both dated as of
the Closing Date, based upon certain customary representations and
assumptions set forth therein, that, for federal income tax purposes, the
Merger constitutes a tax-free reorganization within the meaning of Section
368(a)(1)(A) and related sections of the Code.

Provided that there shall have been no adverse changes in applicable
law or facts prior to the Effective Time, in general: (i) no gain or loss
will be recognized by FCB or OSB pursuant to the Merger; (ii) no gain or
loss (except with respect to fractional shares) will be recognized by
holders of OSB Common Stock upon the exchange of their OSB Common Stock
pursuant to the Merger; and (iii) no gain or loss will be recognized by
shareholders of FCB upon consummation of the Merger. See "THE
MERGER--Certain Federal Income Tax Consequences."

SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISOR AS TO THE TAX
CONSEQUENCES OF THE MERGER APPLICABLE TO THEIR INDIVIDUAL CIRCUMSTANCES
UNDER FEDERAL, STATE, LOCAL OR ANY OTHER APPLICABLE LAW.

Accounting Treatment

The Merger will be treated under the purchase method of accounting.

Regulatory Approvals

The Merger is conditioned upon the receipt of approval from the
Office of Thrift Supervision (the "OTS") as well as the receipt of all
other required approvals, acquiescences and consents. See "THE MERGER--
Regulatory Approvals."

Dividends on FCB Common Stock and OSB Common Stock

The Merger Agreement provides that prior to the Closing Date neither
FCB nor OSB may declare or pay any dividend or make any other distribution
on its capital stock, except (i) FCB may declare and pay regular quarterly
cash dividends on FCB Common Stock not in excess of $.18 per share, and
(ii) OSB may declare and pay regular quarterly cash dividends on OSB
Common Stock at a rate not in excess of $.16 per share. Both FCB and OSB
expect that quarterly cash dividends will remain at their current
respective levels prior to the Effective Time. Dividend policy subsequent
to the Merger will be developed by the Board of Directors of the Surviving
Corporation, but it is expected that the quarterly cash dividend of the
Surviving Corporation will remain at the current FCB level of $.18 per
share. Based on the OSB Exchange Ratio, this would equate to an annual
per share dividend increase for holders of OSB Common Stock of
approximately 64% following the Merger. The dividend policy of the
Surviving Corporation will be subject to evaluation from time to time by
the Surviving Corporation's Board of Directors based on the Surviving
Corporation's results of operations, financial condition, capital
requirements and other relevant conditions, including regulatory
considerations.

Markets and Market Prices

The following table sets forth the last sale prices per share of FCB
Common Stock and OSB Common Stock as reported on The Nasdaq Stock Market
on November 13, 1996, the last trading day preceding public announcement
of the Merger, and March 10, 1997, the latest practicable trading day
before the printing of this Joint Proxy Statement/Prospectus, as well as
the equivalent per share prices of OSB Common Stock for such dates. The
equivalent per share price of OSB Common Stock at each date is the sum of
the value of the FCB Common Stock such shares would be converted into
based upon the closing price of a share of FCB Common Stock on The Nasdaq
Stock Market on such date. See "THE MERGER AGREEMENT--Consummation of the
Merger."

FCB OSB Equivalent
Common Common OSB Per
Stock Stock Share Price
Market Value Per Share at:

November 13, 1996 $19.25 $24.25 $28.105
March 10, 1997 $22.50 $32.00 $32.85

No assurance can be given as to the market prices of FCB Common Stock
or OSB Common Stock at any time before the Merger becomes effective or as
to the market price of FCB Common Stock at any time thereafter.
Shareholders of FCB and OSB are urged to obtain current market quotations
for FCB Common Stock and OSB Common Stock.

Comparative Book Values, Dividends and Earnings Per Common Share

The following tables present selected comparative per common share
data for FCB Common Stock for the year ended March 31, 1996 and the nine
months ended December 31, 1996, and OSB Common Stock for the year ended
December 31, 1995 and the nine months ended December 31, 1996 and on both
a historical and pro forma basis giving effect to the Merger with
appropriate purchase accounting adjustments. The information is derived
from the consolidated historical financial statements of FCB and OSB,
including the related notes thereto, included in this Joint Proxy
Statement/Prospectus. This information should be read in conjunction with
such historical financial statements and the related notes thereto. See
"INDEX TO FCB AND OSB FINANCIAL STATEMENTS."

This information is not necessarily indicative of the results of the
future operations of the combined entity or the actual results that would
have occurred had the Merger been consummated prior to the periods
indicated.

FCB Common Stock

At or For the At or For the
Nine Months Ended Year Ended
December 31, 1996 March 31, 1996
(unaudited)
Historical:
Book value $19.11 $18.78
Net income .71 1.01
Cash dividends declared .54 .60
Pro forma combined:
Book value 18.74 18.57
Net income(1) .75 .80
Cash dividends declared(2) .54 .60

OSB Common Stock

At or For the At or For the
Nine Months Ended Year Ended
December 31, 1996(4) December 31, 1995
(Unaudited)

Historical:
Book value $28.57 $28.20
Net income .78 .23
Cash dividends declared .48 .56
Equivalent pro forma combined:(3)
Book value 27.36 27.10
Net income 1.10 1.17
Cash dividends declared .79 .88

(1) Pro forma net income was computed assuming 4,031,500 and 4,160,330
fully diluted shares of FCB outstanding for the periods ended
December 31, 1996 and March 31, 1996, respectively.

(2) Based on historical dividends of FCB.

(3) The pro forma equivalent per share data for OSB has been computed by
multiplying the pro forma combined per share information by 1.46,
which represents the exchange ratio.

(4) Information for OSB's first quarter ended March 31, 1996 is not
required to be presented pursuant to Article 11 of Regulation
S-X as promulgated by the Commission.

Comparative Market Prices and Dividends

The FCB Common Stock is traded on The Nasdaq Stock Market under the
symbol "FCBF." It has been traded under this symbol since its principal
subsidiary, Fox Cities, converted to stock form in 1993. As of March 10,
1997, there were approximately 984 shareholders of record of FCB Common
Stock.

The OSB Common Stock is traded on The Nasdaq Stock Market under the
symbol "OSBF." It has been traded under this symbol since its principal
subsidiary, Oshkosh Savings, converted to stock form in 1992. As of
March 10, 1997, there were approximately 555 shareholders of record of OSB
Common Stock.

The following table includes quarterly information on the high and
low last sale prices of and cash dividends paid on the FCB Common Stock
and OSB Common Stock for the periods indicated.

FCB OSB
Cash Cash
Dividends Dividends
Quarter per Share per Share
Ended High Low (Declared) High Low (Declared)
03/31/94 $14.25 $13.25 $.06 $24.00 $21.00 $.12
06/30/94 15.00 13.25 .09 23.50 22.00 .12
09/30/94 16.00 14.25 .12 23.25 22.00 .14
12/31/94 16.00 11.00 .12 25.25 22.00 .14
03/31/95 16.1875 12.625 .12 24.25 21.75 .14
06/30/95 16.00 14.75 .15 24.50 23.00 .14
09/30/95 17.75 15.25 .15 24.875 23.875 .14
12/31/95 18.50 16.25 .15 24.875 23.750 .14
03/31/96 18.50 17.25 .15 24.25 22.75 .14
06/30/96 18.25 17.50 .18 24.25 22.50 .16
09/30/96 17.75 17.00 .18 24.00 22.75 .16
12/31/96 19.50 17.25 .18 28.00 26.25 .16
03/31/97 23.50 18.50 .18 33.25 27.00 --
(through
March 10,
1997)

As of November 13, 1996, the last full trading day prior to the
public announcement of the execution of the Merger Agreement, the last
reported sale price per share of FCB Common Stock and OSB Common Stock was
$19.25 and $24.25, respectively.

Shareholders are advised to obtain current market quotations for FCB
Common Stock and OSB Common Stock. No assurance can be given as to the
market price of FCB Common Stock or OSB Common Stock prior to the
Effective Time or the market price or liquidity for FCB Common Stock after
the Effective Time.

Selected Historical and Pro Forma Data

The summary below sets forth selected historical and other data and
selected unaudited pro forma financial data. The financial data should be
read in conjunction with the historical consolidated financial statements
and related notes thereto of FCB and OSB and in conjunction with the
unaudited pro forma combined financial statements and related notes
thereto of the Surviving Corporation included elsewhere in this Joint
Proxy Statement/Prospectus. See "INDEX TO FCB AND OSB FINANCIAL
STATEMENTS" and "UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION."

Selected Historical Financial and Other Data

The selected historical financial data (dollars in thousands) of each
of FCB and OSB for its respective last five fiscal years and for the
interim periods set forth below have been derived from the "SELECTED
FINANCIAL DATA" included elsewhere in this Joint Proxy Statement/
Prospectus.

<TABLE>
FCB Financial Corp.
<CAPTION>
At or For the
Nine Months Ended At or For the Year
December 31, Ended March 31,
1996 1995 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C>
Total assets $268,528 $250,658 $255,660 $239,305 $196,443 $182,166 $176,463
Loans receivable - Net 224,216 205,947 210,058 187,515 153,487 141,164 150,273
Total investment and mortgage-
related securities 34,438 35,511 34,337 40,576 32,676 20,757 14,728
Deposit accounts 152,800 149,894 151,115 143,851 138,208 154,492 152,656
Borrowed funds 63,400 46,550 51,900 42,400 4,000 -- --
Shareholders' equity 47,008 49,077 47,192 48,017 49,497 21,603 19,803
Interest and dividend income $14,919 $13,594 $18,319 $15,060 $13,491 $14,133 $15,588
Interest expense 8,085 7,554 10,081 7,365 6,652 8,261 10,088
Noninterest income 791 617 765 597 808 1,086 716
Operating expenses 4,494 3,388 4,579 4,380 3,843 3,493 3,409
Provision for income taxes 1,206 1,234 1,667 1,493 1,427 1,297 939
Net income 1,725 1,885 2,557 2,383 2,441 1,800 1,595

</TABLE>

<TABLE>
OSB Financial Corp.
<CAPTION>
At or For the Year
Ended December 31,
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Total assets $255,105 $260,814 $236,511 $190,105 $192,385
Loans receivable - Net 171,792 168,462 144,635 126,121 151,434
Total investment and mortgage-
related securities 73,477 82,666 83,382 55,586 29,706
Deposit accounts 162,122 156,782 158,335 140,784 146,737
Borrowed funds 55,160 64,335 38,950 7,550 4,250
Shareholders' equity 31,756 32,633 32,261 35,048 36,013
Interest and dividend income $18,401 $17,515 $13,775 $13,366 $14,908
Interest expense 10,865 10,946 7,213 6,293 7,757
Noninterest income 1,038 59 846 1,605 735
Operating expenses 6,109 5,477 4,658 4,041 3,823
Provision for income taxes 635 686 1,018 1,848 1,607
Net income 1,315 267 1,702 2,804 2,296

</TABLE>

<PAGE>

Selected Unaudited Pro Forma Financial Data

The unaudited pro forma consolidated statements of income reflect the
historical results of operations with pro forma merger adjustments based
on the assumption that the Merger was effective as of April 1, 1995. The
unaudited pro forma consolidated statement of financial condition reflects
the historical financial position at December 31, 1996, with pro forma
adjustments based on the assumption that the Merger was effective
December 31, 1996. These statements are prepared on the basis of
accounting for the Merger under the purchase method of accounting and are
based on the assumptions set forth in the notes thereto. The following
information is not indicative of the financial position or operating
results that would have occurred had the Merger been consummated on the
date as of which, or at the beginning of the period for which, the Merger
is being given effect nor is it necessarily indicative of future operating
results or financial position. See "UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION."

Nine Months Ended Year Ended
December 31, 1996 March 31, 1996
(Dollars in thousands except per share data)
Results of Operations
Interest income $28,645 $35,752
Interest expense 16,137 21,027
------- ------
Net interest income 12,508 14,725
Provision for loan losses (575) (398)
------- ------
Net interest income
after provision
for loan losses 11,933 14,327
Noninterest income 1,446 824
Operating expenses (8,502) (9,016)
------- ------
Income before taxes 4,877 6,017
Provision for income taxes 1,854 2,736
------- -------
Net income $ 3,023 $ 3,399
======= =======
Primary earnings per share $ .75(1) $ .82(3)
======= =======
Fully diluted earnings per share $ .75(2) $ .82(4)
======= =======
_______________

(1) Based on 4,029,633 weighted average shares outstanding
(2) Based on 4,031,500 weighted average shares outstanding
(3) Based on 4,155,008 weighted average shares outstanding
(4) Based on 4,160,330 weighted average shares outstanding

December 31, 1996
(Dollars in thousands)
Balance Sheet Data
Assets
Cash and cash equivalents $ 7,453
Investment securities 33,969
Mortgage-related securities 67,610
Loans held for sale - Net 4,698
Loans receivable - Net 391,310
Office properties and equipment 4,899
Deferred income taxes 1,886
Other assets 10,348
--------
Total assets $522,173
========
Liabilities and Shareholders' Equity
Deposit accounts $314,922
Borrowed funds 118,560
Other liabilities 12,182
--------
Total liabilities 445,664

Shareholders' equity 76,509
--------
Total liabilities and
shareholders' equity $522,173
========

SPECIAL MEETINGS INFORMATION

General

This Joint Proxy Statement/Prospectus is being furnished to the
shareholders of FCB and to the shareholders of OSB in connection with the
solicitation of proxies of common shareholders of FCB by the FCB Board and
of common shareholders of OSB by the OSB Board, to be voted at the Special
Meeting of holders of FCB Common Stock and at the Special Meeting of
holders of OSB Common Stock, respectively, which are to be held on
April 24, 1997.

The purpose of the FCB Special Meeting and of the solicitation of
proxies by the FCB Board is (i) to consider and vote upon the approval and
adoption of the Merger Agreement and the transactions contemplated
thereby, including, among other things, the issuance of shares of FCB
Common Stock pursuant to the terms of the Merger Agreement, and (ii) the
consideration of such other matters as may properly come before the FCB
Special Meeting or any adjournments or postponements thereof, including
proposals to adjourn the FCB Special Meeting to permit the further
solicitation of proxies by the FCB Board in the event that there are not
sufficient votes to approve the proposal described in subparagraph (i)
above at the time of the FCB Special Meeting; provided, however, that no
proxy which is voted against the proposal described in subparagraph (i)
above will be voted in favor of an adjournment to solicit further proxies.
Each copy of this Joint Proxy Statement/Prospectus mailed to holders of
FCB Common Stock is accompanied by a form of proxy for use at the FCB
Special Meeting.

The purpose of the OSB Special Meeting and of the solicitation of
proxies by the OSB Board is (i) to consider and vote upon approval and
adoption of the Merger Agreement and the transactions contemplated thereby
and (ii) the consideration of such other matters as may properly come
before the OSB Special Meeting or any adjournments or postponements
thereof, including proposals to adjourn the OSB Special Meeting to permit
the further solicitation of proxies by the OSB Board in the event that
there are not sufficient votes to approve the proposal described in
subparagraph (i) above at the time of the OSB Special Meeting; provided,
however, that no proxy which is voted against the proposal described in
subparagraph (i) above will be voted in favor of an adjournment to solicit
further proxies. Each copy of this Joint Proxy Statement/Prospectus
mailed to holders of OSB Common Stock is accompanied by a form of proxy
for use at the OSB Special Meeting.

Date, Place and Times

The FCB Special Meeting will be held at the Valley Inn, 123 East
Wisconsin Avenue, Neenah, Wisconsin 54956, on April 24, 1997, at 2:00 p.m.
(local time).

The OSB Special Meeting will be held at the Ramada Inn, 500 South
Koeller Street, Oshkosh, Wisconsin 54902, on April 24, 1997, at 10:00 a.m.
(local time).

Record Dates; Votes Required and Revocation of Proxies

FCB. The close of business on March 10, 1997, has been fixed by the
FCB Board as the FCB Record Date for the determination of shareholders
entitled to notice of, and to vote at, the FCB Special Meeting. On that
date there were outstanding and entitled to vote 2,463,803 shares of FCB
Common Stock, of which 407,385 (16.5%) were held by, or subject to the
voting control of, directors or executive officers of FCB (including
110,146 shares held by the FCB ESOP and not allocated to participants
thereunder). Neither OSB nor any of their directors or executive officers
own any shares of FCB Common Stock, except for David L. Geurden and
Ronald L. Tenpas, directors of OSB, who owned 1,041 and 2,412 shares of
FCB Common Stock, respectively, as of the FCB Record Date.

Each outstanding share of FCB Common Stock entitles the record holder
thereof to one vote on all matters to be acted upon at the FCB Special
Meeting. The presence, in person or by proxy, of at least a majority of
the total number of outstanding shares of FCB Common Stock entitled to
vote at the FCB Special Meeting is necessary to constitute a quorum at the
FCB Special Meeting. Under the WBCL, the affirmative vote of at least a
majority of the total number of outstanding shares of FCB Common Stock
entitled to vote at the FCB Special Meeting is required to approve and
adopt the Merger Agreement. If an executed proxy card is returned and the
shareholder has abstained from voting on any matter, the shares
represented by such proxy will be considered present at the meeting for
purposes of determining a quorum and for purposes of calculating the vote,
but will not be considered to have been voted in favor of such matter. If
an executed proxy is returned by a broker holding shares in street name
which indicates that the broker does not have discretionary authority as
to certain shares to vote on one or more matters, such shares will be
considered present at the meeting for purposes of determining a quorum,
but will not be considered to be represented at the meeting for purposes
of calculating the vote with respect to such matter. As a result,
abstentions and broker non-votes will have the same effect as a vote
against the Merger Agreement. If the accompanying proxy card is properly
executed and returned to FCB in time to be voted at the FCB Special
Meeting, the shares represented thereby will be voted in accordance with
the instructions marked thereon. Executed but unmarked proxies will be
voted FOR approval and adoption of the Merger Agreement and the
transactions contemplated thereby and FOR any proposal to adjourn the FCB
Special Meeting if necessary to permit further solicitation of proxies.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before the proxy is voted by filing an instrument
revoking it or by filing a duly executed proxy bearing a later date with
the Secretary of FCB prior to the FCB Special Meeting. Attendance at the
FCB Special Meeting will not in and of itself constitute a revocation of a
proxy. However, a shareholder who attends the FCB Special Meeting and
votes in person will be deemed to have revoked his or her proxy if
previously delivered.

The FCB Board does not know of any matters other than those described
in the notice of the FCB Special Meeting that are to come before the FCB
Special Meeting. If any other matters are properly brought before the FCB
Special Meeting, one or both of the persons named in the proxy card will
vote the shares represented by such proxy upon such matters as determined
in their best judgment.

OSB. The close of business on March 10, 1997, has been fixed by the
OSB Board as the OSB Record Date for the determination of shareholders
entitled to notice of, and to vote at, the OSB Special Meeting. On that
date there were outstanding and entitled to vote 1,161,634 shares of OSB
Common Stock, of which 222,643 (19.2%) were held by, or subject to the
voting control of, directors or executive officers of OSB (including (i)
45,240 shares held by the OSB ESOP and not allocated to participants
thereunder and (ii) 60,000 shares owned by the OSB MRPs and not allocated
to participants thereunder). Neither FCB nor any of its directors or
executive officers owns any shares of OSB Common Stock, except for Phillip
J. Schoofs, Vice President and Treasurer of FCB, who owned 940 shares of
OSB Common Stock as of the OSB Record Date.

Each outstanding share of OSB Common Stock entitles the record holder
thereof to one vote on all matters to be acted upon at the OSB Special
Meeting. The presence, in person or by proxy, of at least a majority of
the total number of outstanding shares of OSB Common Stock entitled to
vote at the OSB Special Meeting is necessary to constitute a quorum at the
OSB Special Meeting. Under the WBCL, the affirmative vote of at least a
majority of the total number of outstanding shares of OSB Common Stock
entitled to vote at the OSB Special Meeting is required to approve and
adopt the Merger Agreement. If an executed proxy card is returned and the
shareholder has abstained from voting on any matter, the shares
represented by such proxy will be considered present at the meeting for
purposes of determining a quorum and for purposes of calculating the vote,
but will not be considered to have been voted in favor of such matter. If
an executed proxy is returned by a broker holding shares in street name
which indicates that the broker does not have discretionary authority as
to certain shares to vote on one or more matters, such shares will be
considered present at the meeting for purposes of determining a quorum,
but will not be considered to be represented at the meeting for purposes
of calculating the vote with respect to such matter. As a result,
abstentions and broker non-votes will have the same effect as votes cast
against the Merger Agreement. If the accompanying proxy card is properly
executed and returned to OSB in time to be voted at the OSB Special
Meeting, the shares represented thereby will be voted in accordance with
the instructions marked thereon. Executed but unmarked proxies will be
voted FOR approval and adoption of the Merger Agreement and FOR any
proposal to adjourn the OSB Special Meeting if necessary to permit further
solicitation of proxies. Any proxy given pursuant to this solicitation
may be revoked by the person giving it at any time before the proxy is
voted by filing an instrument revoking it or by filing a duly executed
proxy bearing a later date with the Secretary of OSB prior to or at the
OSB Special Meeting. Attendance at the OSB Special Meeting will not in
and of itself constitute a revocation of a proxy. However, a shareholder
who attends the OSB Special Meeting and votes in person will be deemed to
have revoked his or her proxy if previously delivered.

The OSB Board does not know of any matters other than those described
in the notice of the OSB Special Meeting that are to come before the OSB
Special Meeting. If any other matters are properly brought before the OSB
Special Meeting, one or more of the persons named in the proxy card will
vote the shares represented by such proxy upon such matters as determined
in their best judgment.

Solicitation of Proxies

FCB. In addition to solicitation by mail, directors, officers, and
employees of FCB, who will not be specifically compensated for such
services, may solicit proxies from the shareholders of FCB, personally or
by telephone or telegram or other forms of communication. Brokerage
houses, nominees, fiduciaries, and other custodians will be requested to
forward soliciting materials to beneficial owners and will be reimbursed
for their reasonable expenses incurred in sending proxy material to
beneficial owners. In addition, FCB has engaged Chase Mellon Shareholder
Services, L.L.C. ("Chase Mellon") to assist it in distributing proxy
materials and contacting record and beneficial holders of FCB Common
Stock. FCB will pay to Chase Mellon a fee of $3,000 plus the
reimbursement of out-of-pocket expenses for its services. FCB will bear
its own expenses in connection with the solicitation of proxies for the
FCB Special Meeting, except that OSB has agreed to share equally in the
expense of printing this Joint Proxy Statement/Prospectus and the expense
of all Commission and other regulatory filing fees incurred in connection
therewith. See "THE MERGER AGREEMENT--Other Expenses."

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

OSB. In addition to solicitation by mail, directors, officers, and
employees of OSB, who will not be specifically compensated for such
services, may solicit proxies from the shareholders of OSB, personally or
by telephone or telegram or other forms of communication. Brokerage
houses, nominees, fiduciaries, and other custodians will be requested to
forward soliciting materials to beneficial owners and will be reimbursed
for their reasonable expenses incurred in sending proxy material to
beneficial owners. In addition, OSB has engaged Chase Mellon to assist it
in distributing proxy materials and contacting record and beneficial
holders of OSB Common Stock. OSB will pay to Chase Mellon a fee of $2,750
plus the reimbursement of out-of-pocket expenses for its services. OSB
will bear its own expenses in connection with the solicitation of proxies
for the OSB Special Meeting, except that FCB has agreed to share equally
in the expense of printing this Joint Proxy Statement/Prospectus and the
expense of all Commission and other regulatory filing fees incurred in
connection therewith. See "THE MERGER AGREEMENT--Other Expenses."

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

THE MERGER

Background of the Merger

Over the last several years the financial services industry has
become increasingly competitive. Each of FCB and OSB believes that
fundamental changes in the industry are likely to occur and that one
strategic alternative to enhance shareholder value in this environment is
to combine with a similarly-situated institution.

In connection with its normal strategic planning process, FCB
continuously reviewed its strategic business alternatives, devoting
particular attention to continuing consolidation and increasing
competition in the banking and financial services industries in the State
of Wisconsin. In recent years, competition in the local banking and
financial services industries has intensified. In efforts to increase
FCB's ability to remain competitive in this environment, the management of
FCB has periodically analyzed various potential strategic options,
including possible acquisitions of or business combinations with other
financial institutions with market areas proximate to the market area
served by Fox Cities. During its review of various strategic
alternatives, FCB management identified OSB as a prospective merger
partner that would provide a good overall strategic fit. FCB's management
based its conclusions on various factors, including OSB's market area and
customer base, potential merger-related cost savings, economies of scale,
marketing potential and similar shareholder characteristics.

Since OSB became a public company in 1992, several other financial
institutions have expressed a preliminary interest in discussing a
possible business combination with OSB. Management of OSB has from time
to time considered these business combination possibilities as well as
other strategic options.

In January 1996, Donald D Parker, Chairman of the Board, President
and Chief Executive Officer of FCB, invited James J. Rothenbach, President
and Chief Executive Officer of OSB, to meet for the purpose of engaging in
preliminary discussions concerning a potential business combination
between FCB and OSB. The parties discussed the increasingly competitive
nature of the financial services industry and the potential benefits which
could be realized as a result of combining the two entities. Messrs.
Parker and Rothenbach also discussed the desirability of ensuring that
their respective communities and markets continue to be served by local
institutions. Performance goals of a combined entity were briefly
discussed, including improving performance ratios and enhancing
shareholder value, becoming more active in commercial lending and other
operations typically associated with commercial banking and expanding
market share on a cost-effective basis. The parties also discussed
synergies and cost savings which could potentially result from such a
combination. At the conclusion of the meeting, Messrs. Parker and
Rothenbach agreed to explore the possibility of a "merger of equals"
transaction.

Following the meeting between Messrs. Parker and Rothenbach, both FCB
and OSB independently discussed the various advantages and disadvantages
of entering into the proposed merger, and members of both the FCB Board
and the OSB Board were informed of the preliminary discussions. On
February 20, 1996, Mr. Parker and Mr. Rothenbach met again and discussed
their respective business philosophies and operations. Mr. Parker and Mr.
Rothenbach also discussed the various responsibilities each would have as
officers of the combined company and the strength the management teams of
FCB and OSB would bring to the combined company were a merger to be
completed. It was suggested that a joint meeting of both the FCB Board
and the OSB Board or representative board committees be scheduled to
explore further a possible merger of the two corporations.

Thereafter, prior to exchanging any proprietary information, the
parties executed a confidentiality agreement. During the next several
weeks the parties discussed the possibility of arranging for a joint
meeting of representatives of both the FCB Board and the OSB Board and
ultimately prepared an agenda for such a meeting.

On March 13, 1996, a meeting of the OSB Board was held during which
representatives of Schiff Hardin & Waite, counsel to OSB, were present to
advise the directors of their duties and responsibilities in considering
this type of transaction.

On April 24, 1996, Mr. Parker and Mr. Rothenbach met again. This
time their discussions focused on possible synergies related to a
combination between FCB and OSB, including potential cost savings and
revenue enhancing ideas, and the date of May 2, 1996 was established for a
meeting between their respective Board representatives.

On May 2, 1996, a meeting was held between representatives of the OSB
Board, which included Thomas Butterbrodt, David Baston, David Omachinski
and Mr. Rothenbach, and representatives of the FCB Board, which included
Richard Bergstrom, David Erdmann, William Raaths and Mr. Parker. Also
present at this meeting was Phillip Schoofs, Vice President and Chief
Financial Officer of FCB. References herein to representatives of OSB or
FCB refer to these individuals unless otherwise indicated. The directors
discussed the feasibility of the proposed transaction and details
regarding the management team, corporate headquarters and name of the
combined entity. At this meeting the representatives also discussed
various financial attributes of the transaction and the desirability of
employing financial advisors to assist each of their companies. A
subsequent meeting was scheduled for May 28, 1996 at which detailed
financial information concerning the proposed business combination
(including potential cost savings) would be evaluated.

During the next several weeks, Messrs. Parker, Rothenbach and Schoofs
met to discuss ideas on organizational structure of the combined entity
and potential cost-saving measures which could result from a combination.
The parties also reviewed possible structures of the various departments,
services offered, and use of buildings and facilities of the combined
company. On May 14, 1996, Mr. Rothenbach and Mr. Butterbrodt met with a
representative of Edelman to discuss Edelman's role in acting as financial
advisor to OSB in the transaction. Later that day, Messrs. Parker,
Rothenbach and Schoofs met again to discuss information that had been
prepared by the managements of FCB and OSB relating to cost savings,
potential revenue enhancement and related costs, management organizational
structure, composition of the board of directors of the combined company,
location of the corporate headquarters and the name of the combined
company. A summary of these ideas, as well as a proposed organizational
chart for the combined entity, were thereafter distributed to members of
the FCB Personnel Committee. The summary addressed the makeup of the
combined company's board of directors, including board committees and
director's fees, as well as general terms of employment contracts to be
entered into with certain executives. The summary indicated that the
largest cost savings were expected in the compensation/employee benefits
area as a result of consolidation of data processing operations,
elimination of duplicate staffing positions, merging of employee benefit
plans, and employee terminations due to increased affordability and usage
of technology. The summary further indicated that marketing expense was
expected to decrease as a result of the Merger because duplicate
strategies and campaigns, caused by overlapping market areas, would be
eliminated. Annual data processing expense was expected to decrease as a
result of the more competitive pricing that the combined larger
institution would be able to negotiate. Additionally, the summary
anticipated that the consolidation of third-party professional services,
correspondent banking relationships, organizational dues, and supplies
would also contribute to cost savings of the combined entity. Based on
these anticipated cost saving measures, management of FCB and OSB expect
the combined entity to realize annual pre-tax savings of approximately
$760,000 as compared to FCB and OSB individually. FCB management was
subsequently authorized to retain a financial advisor to assist FCB in the
proposed transaction.

A meeting between certain members of the FCB Board and the OSB Board
thereafter took place on May 28, 1996. The parties at the meeting
reviewed the financial analysis and other written materials prepared by
Messrs. Parker, Rothenbach and Schoofs regarding the proposed business
combination. Following discussion of these materials, and subject to the
negotiation of an acceptable exchange ratio and approval by the respective
Boards of Directors, it was determined that the combined company would
conduct business under the name "FCB Financial Corp." and the combined
bank would conduct business under the name "Fox Cities Bank." The parties
also decided that the combined company would be headquartered at the
current principal executive offices of OSB in Oshkosh, Wisconsin. The
parties also discussed various other issues relating to the proposed
combination.

In early June 1996, FCB engaged RP Financial as its exclusive
financial advisor to assist FCB in analyzing, structuring, negotiating and
effecting the possible transaction. RP Financial, in the course of its
engagement, primarily performed various financial analyses and financial
due diligence regarding OSB. In addition, RP Financial participated in
the negotiation of and provided advice regarding the exchange ratio.

On June 7, 1996, OSB engaged Edelman as its exclusive financial
adviser to (i) consult with OSB regarding the financial terms of the
transaction and serve as advocate for OSB on this issue in direct
discussions and negotiations with FCB and its representatives and (ii)
consult with OSB as requested concerning miscellaneous matters pertaining
to the transaction, including scheduling, negotiation strategy,
maintenance of confidentiality, resolution of non-financial issues,
provisions proposed for the definitive merger agreement and shareholder
communications. Edelman, in connection with its engagement, prepared
various financial analyses of the transaction and participated in the
negotiation of the exchange ratio.

On June 21, 1996, the parties held a meeting that included Mr.
Rothenbach, Mr. Parker, Mr. Schoofs and representatives of RP Financial
and Edelman. During the course of this meeting the consolidated financial
statements of FCB and OSB were discussed, along with the business plans
and strategies of both companies. At the conclusion of this meeting it
was determined that the parties would begin discussing the exchange ratio.
It was intended that RP Financial and Edelman would discuss the
appropriate exchange ratio concurrently with similar discussions between
the respective managements and representatives of the FCB Board and OSB
Board.

On July 10, 1996, a representative of Edelman met with the OSB Board
and discussed various considerations attendant to the proposed business
combination, including the status of negotiations regarding the exchange
ratio.

During the following weeks, representatives of FCB and OSB performed
preliminary due diligence and had further discussions regarding management
of the combined entity and the merits of the transaction. The OSB Board
and the FCB Board, as well as Messrs. Parker and Rothenbach and the
respective parties' financial advisors, also held numerous discussions
regarding the proposed exchange ratio.

On August 21, 1996, a meeting of the OSB Board was held during which
a representative of Edelman updated the Board regarding its discussions
with RP Financial concerning the exchange ratio. The OSB Board determined
to continue discussions with FCB.

On August 26, 1996, the FCB Board met and received an update on the
status of the proposed merger, including an update on the exchange ratio
discussions that had been ongoing between RP Financial and Edelman. The
FCB Board was informed that negotiations were ongoing regarding the proper
valuation of the respective corporations but that the parties had not yet
agreed on an acceptable share exchange ratio. The FCB Board authorized
management to propose another joint meeting with members of the OSB Board
to determine if an agreement could be reached.

On August 29, 1996, representatives of the FCB Board and the OSB
Board met to discuss the status of the negotiations. The original "merger
of equals" concept was again reviewed by the parties. The parties also
revisited the original goals of the proposed merger.

During the next several weeks, while the parties made progress on the
negotiations regarding the exchange ratio, the FCB Board and OSB Board
were kept apprised of these developments and authorized their respective
legal counsel to begin preparation of a definitive merger agreement. The
representatives and advisors for both companies met and spoke on numerous
occasions throughout this period discussing the transaction and the
related documentation and negotiating the terms of the Merger Agreement,
including the conditions to closing, the termination provisions, the
break-up fees and various policy matters that would govern the operations
of the Surviving Corporation following the merger, and the terms of the
Stock Option Agreements. The parties also reached final agreement on the
exchange ratio that would be recommended to each of the FCB Board and the
OSB Board.

On November 13, 1996, at a special meeting of the FCB Board, Foley &
Lardner, counsel to FCB, outlined in detail the terms and conditions of
the final forms of Merger Agreement, Stock Option Agreements, Employment
Agreements and other transaction documents, drafts of which had been
previously distributed to the directors. Counsel reviewed such matters as
the representations and warranties of the merger partners, the conditions
to the consummation of the Merger and the termination provisions of the
Merger Agreement (including the termination fees and the operation of the
Stock Option Agreements). Counsel also reviewed the management structure
of the Surviving Corporation outlined in the Merger Agreement and the
handling of the various other issues relating to the transaction, such as
the composition of the Board of Directors of the Surviving Corporation.
Counsel also reviewed with the members of the FCB Board their duties and
responsibilities in approving a transaction such as the Merger. FCB
management also made presentations regarding the Merger, including a
review of synergies associated with the transaction, necessary regulatory
approvals and related matters. At the November 13 meeting, RP Financial
delivered its written opinion to the FCB Board that, as of such date and
based upon and subject to the matters discussed, the proposed exchange
ratio of 1.46 shares of FCB Common Stock per share of OSB Common Stock was
fair, from a financial point of view, to the FCB shareholders. The
members of the FCB Board discussed the presentations they had received at
this and other meetings of the FCB Board and, upon conclusion, unanimously
approved the Merger Agreement and the Stock Option Agreements and
authorized their execution. The FCB Board believes that the final terms
of these agreements are consistent with a "merger of equals" transaction.

On November 13, 1996, at a regular meeting of the OSB Board, counsel
to OSB discussed with the OSB Board the final Merger Agreement, Stock
Option Agreements, Employment Agreements and other transaction documents,
drafts of which had been previously distributed to the directors. During
the meeting a representative of Edelman provided a briefing concerning
certain financial aspects of the Merger Agreement and the transaction.
This briefing concerned certain financial aspects of the Merger Agreement
and the transaction, including the OSB Exchange Ratio, the respective
merger partners' resulting percentage ownership in the combined
organization and their comparative contributions to the combined
organization of shareholders' equity, market capitalization and net income
for the nine months ended September 30, 1996 (adjusted for the special
charge to earnings by both companies related to the recapitalization of the
SAIF). Edelman also discussed the impact on earnings, when realized,
associated with management's estimate of net cost savings resulting from
the Merger. Edelman's briefing covered, in part, the contribution
analysis, impact analysis and merger of equals analysis that Edelman
subsequently updated and relied on in connection with its fairness opinion
(dated as of the date of this Joint Proxy Statement/Prospectus). Edelman's
briefing did not cover the historical exchange ratio and trading
information analysis, the present value analysis and the comparison of
historical financial performance and peer group analysis relied on in
connection with its fairness opinion. For additional information regarding
the presentation by Edelman, see "THE MERGER--Opinions of Financial
Advisors--OSB's Financial Advisor." Edelman advised the OSB Board during
the Board meeting that it would not complete all of the analyses necessary
to deliver the fairness opinion that would accompany the Joint Proxy
Statement/Prospectus concerning the transaction until the date of its
opinion. (For a description of these analyses, see "THE MERGER--Opinions
of Financial Advisors--OSB's Financial Advisor"). Edelman also advised
the OSB Board that, on and as of that date, based upon information known
as of that date, Edelman expected to be able to render an opinion as to
the fairness of the OSB Exchange Ratio, from a financial point of view, to
the holders of OSB Common Stock. Between the Board meeting on November 13
and the date of Edelman's fairness opinion, Edelman conferred with James J.
Rothenbach, President and Chief Executive Officer of OSB, regarding its
analyses in connection with its opinion. The Merger Agreement provides as
a condition to completion of the Merger that the OSB Board of Directors
will receive a fairness opinion from Edelman dated as of the date of this
Joint Proxy Statement/Prospectus. Edelman subsequently rendered such a
written opinion. The OSB Board discussed the Merger Agreement and related
documents and asked questions of Edelman and legal counsel. Upon completion
of its deliberations, the OSB Board unanimously approved the Merger
Agreement and authorized its execution. The OSB Board believes that the
final terms of the agreements relating to the Merger are consistent with a
"merger of equals" transaction.

Following the meetings of the FCB Board and the OSB Board, the Merger
Agreement and the Stock Option Agreements were executed. On November 14,
1996, the parties issued a press release announcing that they had reached
an agreement to merge.

The preceding discussion contains forward looking statements
regarding managements' estimates of potential pre-tax cost savings
resulting from the Merger. Actual results might differ materially from
those contained in the forward looking statements. Factors which could
affect actual results include interest rate trends, the general economic
climate in the FCB and OSB market areas, loan delinquency rates,
regulatory treatment and the ability of the combined company to implement
successfully plans to eliminate redundancies. The analyses employed in
order to develop managements' estimates of potential savings as a result
of the Merger were necessarily based upon various assumptions that involve
judgments with respect to, among other things, future national and
regional economic and competitive conditions, technological developments,
inflation rates, financial market conditions, future business decisions,
and other uncertainties, all of which are difficult to predict and many of
which are beyond the control of FCB and OSB. Accordingly, while FCB and
OSB believe that such assumptions are reasonable for purposes of the
development of estimates of potential savings, there can be no assurance
that such assumptions will approximate actual experience or that such
savings will be realized. The forward-looking statements included herein
are made as of the date hereof and FCB and OSB undertake no obligation to
update publicly such statements to reflect subsequent events or
circumstances.

Reasons for the Merger; Recommendation of Boards of Directors

FCB. The FCB Board has concluded that the Merger would be in the
best interests of FCB and its shareholders. Numerous factors were
considered by the FCB Board in approving the terms of the Merger. These
factors included information concerning the financial structure, results
of operations, and prospects of FCB and OSB; the capital adequacy of the
resulting entity; the composition of the businesses of the two
organizations; the overall compatibility of the management and employees
of the organizations; the outlook for the organizations in the rapidly
changing thrift and financial services industry; the potential annual pre-
tax cost savings for the combined company to be realized by the
consolidation of personnel, more efficient use of technology and reduced
marketing and other expenses; the historical and current market prices of
each company's stock and certain other savings and loan holding companies
whose securities are publicly traded, the relationship of the
consideration to be paid in the Merger to such market prices and the book
value and earnings per share of OSB; the opinions of RP Financial that the
consideration to be paid by FCB in the Merger was, as of the dates of
RP Financial's opinions, fair from a financial point of view to the FCB
shareholders; and the financial terms of certain other recent business
combinations in the thrift and financial industry.

The FCB Board believes that the expansion of FCB's customer base and
assets in the Fox River Valley area will enable the new organization to
realize certain economies of scale, to provide a wider and improved array
of financial services to its customers and those of OSB and to achieve
added flexibility in dealing with the region's changing competitive
environment, while at the same time meeting FCB's objective of maintaining
a locally owned and operated financial institution which continues to
serve as an asset to its community. The FCB Board also believes that the
Surviving Corporation will provide its shareholders with increased
liquidity for their shares when compared to the liquidity of FCB's shares
and as a result will be more attractive to investors. Additionally, the
FCB Board believes that the Merger will provide the combined company with
the market position and financial resources it needs to meet the
competitive challenges arising from changes in the banking and thrift
industry.

FOR THE REASONS SET FORTH ABOVE, THE FCB BOARD UNANIMOUSLY RECOMMENDS
THAT HOLDERS OF FCB COMMON STOCK VOTE TO APPROVE THE MERGER AGREEMENT.

OSB. The OSB Board has concluded that the Merger would be in the
best interests of OSB and its shareholders. In reaching this
determination, the OSB Board considered many factors including those that
follow:

(i) The Merger meets OSB's strategic objectives of maintaining
and strengthening a locally owned and operated community-oriented
financial institution.

(ii) The Merger will create a significantly larger financial
institution that will have capabilities to offer a wider array of
financial products and services than currently available through OSB.
For instance, OSB's current customers will have access to the
products and services offered by FCB and, conversely, OSB will offer
its products and services to FCB's customers. Moreover, the combined
resources of the two companies will improve the efficiencies
associated with the development of new products and services to be
offered by the Surviving Corporation.

(iii) The Surviving Corporation will have immediate access
to many geographic markets not currently served by OSB because FCB's
and OSB's geographic markets are contiguous and do not, in most
cases, overlap each other. Accordingly, the Surviving Corporation
will have the added advantage of offering the new mix of products and
services referred to in paragraph (ii) above (which will include full
brokerage and investment, trust, indirect consumer lending and
commercial lending) across a larger geographic area and customer base
than OSB has currently.

(iv) The management of FCB and OSB have divergent experience,
knowledge, skills and expertise that will complement each other in
their management of the Surviving Corporation.

(v) The similarities between the operations of FCB and OSB will
result in cost savings and more efficient utilization of resources
and technology thereby offering economies of scale not currently
available to OSB.

(vi) The size and capital structure of the combined company will
provide greater opportunities and flexibility in responding to the
rapidly changing industry for financial service providers.

(vii) The asset size, capital position, management strength
and market position of the Surviving Corporation will enable the
combined company to remain competitive and take advantage of current
and emerging opportunities for growth and profitability.

(viii) The Surviving Corporation will provide its
shareholders greater liquidity for their shares compared to the
current liquidity of OSB's shares thereby enhancing the stock's
attractiveness to current and prospective shareholders.

(ix) The OSB Board took into consideration and relied in part
upon the advice of Edelman, OSB's financial adviser. At the OSB
Board meeting held on November 13, 1996, Edelman indicated that,
based upon information known as of that date, Edelman expected to be
able to render an opinion as to the fairness of the OSB Exchange
Ratio, from a financial point of view, to the holders of OSB Common
Stock. That opinion was rendered in writing to the OSB Board as of
the date of this Joint Proxy Statement/Prospectus and is attached as
Annex J to this Joint Proxy Statement/Prospectus. The OSB Board
considered the briefing concerning certain financial aspects of the
Merger Agreement and transaction presented by Edelman. For
information regarding the presentation by Edelman, see "THE MERGER--
Opinions of Financial Advisors--OSB's Financial Advisor."

FOR THE REASONS SET FORTH ABOVE, THE OSB BOARD UNANIMOUSLY RECOMMENDS
THAT HOLDERS OF OSB COMMON STOCK VOTE TO APPROVE THE MERGER AGREEMENT.

Opinions of Financial Advisors

FCB's Financial Advisor. The FCB Board retained RP Financial in June
1996 to provide certain financial advisory and investment banking services
to FCB in conjunction with the Merger, including the rendering of an
opinion with respect to the fairness of the Merger from a financial point
of view to FCB shareholders. In requesting RP Financial's advice and
opinion, the FCB Board did not give any special instructions to, or impose
any limitations upon the scope of the investigation which RP Financial
might wish to conduct to enable it to give its opinion. RP Financial was
selected by FCB to act as its financial advisor because of RP Financial's
expertise in the valuation of businesses and their securities for a
variety of purposes including its expertise in connection with mergers and
acquisitions of savings and loans, savings banks, and savings and loan
holding companies. RP Financial previously acted as financial advisor to
FCB in a variety of planning and valuation matters not related to the
Merger.

On November 13, 1996, at the meeting in which the FCB Board approved
and adopted the Merger Agreement and the transactions contemplated
thereby, RP Financial rendered its written opinion to the FCB Board that,
as of such date, the Merger was fair to FCB shareholders from a financial
point of view. That opinion was updated as of the date of this Joint
Proxy Statement/Prospectus. In connection with its opinion dated the date
of this Joint Proxy Statement/Prospectus, RP Financial also confirmed the
appropriateness of its reliance on the analysis used to render its
November 13, 1996 opinion by performing procedures to confirm the
appropriateness of such analyses and by reviewing the assumptions on which
such analyses were based and the factors considered in connection
therewith.

The full text of the opinion of RP Financial, dated the date of this
Joint Proxy Statement/Prospectus, which sets forth the assumptions made,
matters considered and limitations on the review undertaken, is attached
as Annex I to this Joint Proxy Statement/Prospectus and is incorporated
herein by reference. FCB's shareholders are urged to read the opinion in
its entirety.

THE OPINION OF RP FINANCIAL IS DIRECTED TO THE FCB BOARD IN ITS
CONSIDERATION OF THE MERGER AS DESCRIBED IN THE MERGER AGREEMENT, AND DOES
NOT CONSTITUTE A RECOMMENDATION TO ANY SHAREHOLDER OF FCB AS TO ANY ACTION
THAT SUCH SHAREHOLDER SHOULD TAKE IN CONNECTION WITH THE MERGER AGREEMENT,
OR OTHERWISE. IT IS FURTHER UNDERSTOOD THAT THE OPINION OF RP FINANCIAL
IS BASED ON MARKET CONDITIONS AND OTHER CIRCUMSTANCES EXISTING ON THE DATE
HEREOF.

The opinion states that RP Financial reviewed and analyzed the
following material in conjunction with its analysis of the Merger as
described in the Merger Agreement: (1) the Merger Agreement including
exhibits; (2) the following information for OSB: (a) audited consolidated
financial statements for the fiscal years ended December 31, 1992 through
December 31, 1996, incorporated in Annual Reports to shareholders or Form
10-Ks, shareholder and internal reports; (b) proxy statements for the last
two years; and (c) unaudited internal and regulatory financial reports and
analyses prepared by management of OSB regarding various aspects of OSB's
assets and liabilities, particularly rates, volumes, maturities, market
values, trends, credit risk, interest rate risk and liquidity risk of
assets, liabilities, off-balance sheet assets, commitments and
contingencies of OSB; and (3) the following information for FCB: (a)
audited consolidated financial statements for the fiscal years ended
March 31, 1993 through March 31, 1996, incorporated in Annual Reports to
shareholders or Form 10-Ks, quarterly consolidated financial statements
for the quarters ended June 30, 1996, September 30, 1996 and December 31,
1996 incorporated in Form 10-Qs; (b) proxy statements for the last two
years; and (c) unaudited internal and regulatory financial reports and
analyses prepared by management of FCB regarding various aspects of FCB's
assets and liabilities, particularly rates, volumes, maturities, market
values, trends, credit risk, interest rate risk and liquidity risk of
assets, liabilities, off-balance sheet assets, commitments and
contingencies of FCB.

The opinion further states that RP Financial reviewed the trading
activity of the OSB Common Stock and compared it to similar information
for thrift institutions with comparable resources, financial condition,
earnings, operations and markets as well as for publicly-traded thrifts
with comparable financial condition, earnings, operations and markets.
The opinion further states that in the course of its evaluation and
analyses, RP Financial conducted discussions with managements of FCB and
OSB regarding past and current business operations, financial condition,
and future prospects. RP Financial reviewed OSB's financial, operational
and market area characteristics compared to similar information for
comparable thrift institutions, evaluated the potential for growth and
profitability for OSB in its market, specifically regarding competition by
other banks, thrifts, mortgage banking companies and other financial
services companies, economic projections in the local market area, the
impact of the regulatory, legislative and economic environments on
operations and the public perception of the thrift and banking industries,
and the pro forma impact on FCB's financial condition and operations of
the Merger, including potential cost savings and earnings improvements
available as a result of the Merger.

As set forth in the opinion, RP Financial relied, without independent
verification, on the accuracy and completeness of the information
concerning FCB and OSB furnished to RP Financial by the respective
companies, as well as publicly-available information regarding other
financial institutions and economic data. RP Financial relied upon the
management of OSB as to the reasonableness of the financial forecasts (and
the assumptions and bases therefor) provided to RP Financial regarding the
future performance of OSB, and assumed that such forecasts reflected the
best currently available estimates and judgments of such management and
that such financial forecasts would be realized in the amounts and in the
time periods estimated by such management. Neither FCB nor OSB publicly
discloses internal management forecasts of the type provided to RP
Financial in connection with the review of the Merger, and such financial
forecasts were not prepared with a view towards public disclosure. The
financial forecasts were based upon numerous variables and assumptions
which are inherently uncertain, including without limitation factors
related to general economic and competitive conditions, as well as trends
in asset quality. Accordingly, actual results could vary significantly
from those set forth in such financial forecasts. RP Financial did not
perform or obtain any independent appraisals or evaluations of the assets
and liabilities and potential and/or contingent liabilities of FCB or OSB.
Moreover, RP Financial expressed no opinion on matters of a legal,
accounting or tax nature or the ability of the Merger to be consummated as
set forth in the Merger Agreement.

In connection with rendering its opinion dated November 13, 1996 and
updated as of the date of this Joint Proxy Statement/Prospectus, RP
Financial performed a variety of analyses, which are summarized below.
The preparation of a fairness opinion is a complex process involving
subjective judgments and is not necessarily susceptible to partial
analyses or summary description. RP Financial stated that its analyses
must be considered as a whole and that selecting portions of such analyses
and of the factors considered by it without considering all such analyses
and factors could create an incomplete view of the process underlying its
opinion. In its analyses, RP Financial made numerous assumptions with
respect to industry performance, business and economic conditions,
applicable laws and regulations, and other matters, many of which are
beyond the control of FCB. Any estimates contained in RP Financial's
analyses are not necessarily indicative of future results or values, which
may be significantly more or less favorable than such estimates. No
company or transaction utilized in RP Financial's analyses was identical
to FCB, OSB or the Merger. In reaching its fairness conclusion, RP
Financial indicated that none of the analyses performed by RP Financial
was assigned a greater weight by RP Financial than any other.

The following is a summary of the material financial analyses
performed by RP Financial in connection with providing its opinion of
November 13, 1996 and does not purport to be a complete description of all
analyses employed by RP Financial.

(a) Transaction Summary. RP Financial summarized the terms of the
Merger, including the conversion of each share of OSB Common Stock into
the right to receive FCB Common Stock pursuant to the OSB Exchange Ratio.
RP Financial also summarized the purchase accounting treatment of the
Merger, the estimated cost savings anticipated as a result of the Merger,
the termination provisions incorporated in the Merger Agreement, the
additional stock options to be granted to executive officers in
conjunction with the Merger, and the pricing ratios indicated by the
Merger relative to the book value, earnings, assets and deposits of OSB.

(b) Comparison to Recent Midwest U.S. and Wisconsin Mergers. In
this analysis, RP Financial conducted an evaluation of the financial
terms, financial and operating condition and market area of other recent
business combinations among comparable thrift institutions both pending
and completed. In conjunction with its analysis, RP Financial considered
the multiples of book value, earnings and assets implied by the terms in
such completed and pending transactions involving: (i) selling companies
whose financial characteristics were comparable to those of OSB including
companies operating in the Midwest with total assets of between $100 and
$300 million, equity to assets greater than 10.0 percent and return on
equity of less than 8.0 percent; (ii) selling companies headquartered in
Wisconsin regardless of financial characteristics; and (iii) the one
selling company involved in merger of equals transaction similar to the
one being pursued by OSB and FCB (together, "Comparable Transactions").
The Comparable Transactions included the acquisition of Circle Financial
Corp. of Ohio (by Fidelity Financial of Ohio); Third Financial Corp. of
Ohio (by Security Bancorp of Ohio); Financial Security Corp. of Illinois
(by Pinnacle Bancgroup of Illinois); First Federal Bancshares of Wisconsin
(by Mutual Savings Bank of Wisconsin); Liberty Bancorp, Inc. of Illinois
(merger of equals with Hinsdale Financial Corp. of Illinois); Workingmen's
Capital Holdings of Indiana (by Old National Bancorp of Indiana);
Marshalltown Financial Corp. of Iowa (by BancSecurity Corp. of Ohio): WFS
Bancorp of Kansas (by Emprise Financial Corp. of Kansas); FSB Financial
Corporation of Michigan (by Standard Federal Bancorp of Michigan); and
Rock Financial Corp. of Wisconsin (by FirstFed Capital Corp. of
Wisconsin). The median price-to-book value ratios indicated by the
Comparable Transactions and the one merger of equals transaction were 123%
and 95%, respectively, versus a price-to-book value ratio of approximately
97% indicated by the consideration to be given in the Merger based on
September 30, 1996 financial data and 95% based on estimated March 31,
1997 financial data. The median price-to-earnings multiples indicated by
the Comparable Transactions and the one merger of equals transaction were
21.92 times and 18.43 times, respectively, versus a price-to-earnings
multiple of approximately 14.65 times indicated by the consideration to be
given in the Merger based on September 30, 1996 and estimated March 31,
1997 financial data. The median price-to-assets ratios indicated by the
Comparable Transactions and the one merger of equals transaction were
16.6% and 9.3%, respectively, versus a price-to-assets ratio of
approximately 12.0% indicated by the consideration to be given in the
Merger based on September 30, 1996 financial data and 11.9% based on
estimated March 31, 1997 financial data. RP Financial stated that the
merger of equals transaction involving Liberty Bancorp, Inc. was the most
applicable of the Comparable Transactions and thus received the greatest
weight in the analysis. RP Financial cited the correlation of pricing
ratios between the merger of equals transaction and the Merger in support
of its fairness conclusion. RP Financial also stated that it considered
the pricing ratios indicated by the entire group of Comparable Transactions
in its analysis, and cited the lower pricing ratios indicated by the Merger
(relative to the Comparable Transactions) to be consistent with the merger
of equals structure adopted by the parties.

(c) Contribution Analysis. In this analysis, RP Financial analyzed
certain balance sheet, income statement and market value data for FCB and
OSB with the objective of identifying the relative contribution of each to
the merged company. Four financial measures were examined: (i) market
value as indicated by the approximate bid for the shares of OSB Common
Stock and FCB Common Stock on or around the date of the Merger Agreement;
(ii) earnings as indicated by fully diluted earnings per share, adjusted
by RP Financial for both companies to omit the one time impact of the
Savings Association Insurance Fund ("SAIF") assessment and the
corresponding reduction of ongoing deposit insurance premiums; (iii) book
value as indicated by fully diluted book value per share, calculated by
RP Financial assuming full exercise of all outstanding options; and (iv)
deposits as indicated by deposits per fully diluted share. Each financial
measure was examined on a per share basis, with each financial measure
implying an exchange ratio for the OSB Common Stock. RP Financial stated
that the implied exchange ratio based on the contribution of market value
was 1.270; the implied exchange ratio based on the contribution of
earnings was 1.405; the implied exchange ratio based on the contribution
of book value was 1.485; and the implied exchange ratio based on the
contribution of deposits was 2.353. RP Financial considered the
meaningfulness of each financial measure to the contribution analysis,
placing less weight on market value because of the illiquid nature of OSB
Common Stock and FCB Common Stock and placing the greatest weight on the
contributions of book value and earnings. The fairness of the
consideration to be given in the Merger was evaluated by a comparison of
the OSB Exchange Ratio relative to the implied exchange ratios indicated
by the contribution analysis. RP Financial considered evaluating the FCB
and OSB contribution analysis relative to the contribution figures implied
by the Comparable Transactions discussed previously. Since all but one of
the Comparable Transactions were acquisition transactions where control
passed from the selling entity to the purchaser (instead of merger of
equals transactions like the Merger), RP Financial concluded that the
implied contribution figures indicated by the Comparable Transactions
would not be applicable to the fairness analysis for FCB.

(d) Pro Forma Impact Analysis. RP Financial evaluated the projected
financial impact of the Merger on the balance sheet, income statement and
per share financial measures of FCB. RP Financial's analysis considered
the financial condition and operations of FCB projected on a stand-alone
basis at March 31, 1997, the pro forma impact of the Merger including
anticipated purchase accounting adjustments, the issuance of new stock
options to five senior executives in conjunction with the Merger, and the
financial condition and operations of FCB on a pro forma basis estimated
at March 31, 1997. RP Financial estimated that the pro forma assets of
FCB will increase by approximately 94% to in excess of $500 million; pro
forma deposits of FCB will increase by approximately 105% to in excess of
$300 million; and pro forma shareholders' equity of FCB will increase by
approximately 65% to approximately $78 million. On a fully diluted per
share basis, RP Financial estimated that the Merger is projected to be
dilutive to book value per share by approximately 2%, is projected to be
accretive to earnings per share by approximately 10%, and is projected to
be neutral to dividends per share. RP Financial considered both the
impact of the Merger on the overall financial measures of FCB as well as
the impact of the Merger on the per share financial measures of FCB in
support of the fairness issue.

(e) Discounted Cash Flow Analysis. RP Financial prepared two
discounted cash flow ("DCF") analyses, both of which incorporated a five
year financial projection and cash flow analysis to shareholders. DCF
Analysis. FCB Stand-Alone Business Plan. The first DCF analysis
considered FCB on a stand-alone basis, without considering the impact of
the Merger. The stand-alone DCF analysis incorporated several specific
factors reflecting the operating environment of FCB, including growth
prospects in the local market, the level of competition from other
financial institutions, and future earnings estimates for FCB under the
current business plan. The projections of future cash flows to
shareholders included the continued payment of cash dividends during
interim years and the receipt of consideration at the end of five years,
assuming a terminal value for the FCB Common Stock equal to its estimated
trading price. The projections of future cash flows assumed continued
payment of cash dividends, asset growth of 7.5% annually, return on
average assets equal to 1.1% of average assets, the repurchase of 5% of
outstanding shares annually, and realization of a terminal value at the
end of five years of operations equal to a trading value of 100% of book
value per share. The cash flow represented by the dividends and terminal
value was discounted to present value using a discount rate of 10%. The
stand-alone DCF analysis indicated a present value to shareholders of
approximately $17.60 per share. DCF Analysis. Merger Scenario. The
second DCF analysis considered the operations of FCB on a pro forma basis,
considering the impact of the Merger including issuance of the
consideration to be given in the Merger, the estimated purchase accounting
adjustments, the issuance of new stock options to senior executives in
conjunction with the Merger, and incorporating the impact of consolidating
the operations of OSB and achieving operating synergies. The projections
of future cash flows to shareholders included cash dividends and the
receipt of consideration at the end of five years, assuming a terminal
value for the FCB Common Stock equal to its estimated trading price. The
projections of future cash flows assumed continued payment of cash
dividends, asset growth for the merged company of 7.5% annually, return on
average assets equal to 1.1% of average assets initially increasing to
approximately 1.2% of average assets in year five as a result of earnings
improvements anticipated in the merged company, the repurchase of 5% of
outstanding shares annually, and realization of a terminal value at the
end of five years of operations equal to a trading value of 110% of book
value per share. The higher terminal value considered in the Merger DCF
analysis relative to the stand-alone DCF analysis was considered by RP
Financial to be consistent with the higher return on equity and greater
leverage realized by merged company versus FCB on a stand-alone basis.
The cash flow represented by the dividends and terminal value was
discounted to present value using a discount rate of 10%. The Merger DCF
analysis indicated a present value to shareholders of approximately $19.80
per share. RP Financial considered the results of these two DCF analyses
in its fairness analysis, concluding that the superior present value per
share conclusion generated under the Merger DCF analysis supported the
fairness conclusion.

In addition to these financial analyses, RP Financial considered
several other factors in its fairness conclusions. Such other financial
factors included the greater market capitalization of the merged company
relative to FCB on a stand-alone basis, suggesting the potential for
greater liquidity in the shares of FCB Common Stock; the likelihood that
the merged company would be attractive to a greater number of
institutional and other investors by virtue of its greater asset size and
market capitalization relative to FCB on a stand-alone basis; the
potential benefits to FCB of OSB's commercial lending expertise as a
result of the Merger; and the potential benefits of combining two
companies with adjacent market areas, particularly in terms of greater
economies of scale, market presence and the complementary branch
structure.

On the basis of these financial analyses and the other factors
described in the preceding paragraph, RP Financial concluded that the
Merger, as described in the Merger Agreement, is fair to the shareholders
of FCB from a financial point of view. As described above, RP Financial's
opinion and presentation to the FCB Board was one of many factors taken
into consideration by the FCB Board in making its determination to approve
the Merger Agreement. Although the foregoing summary describes the
material components of the analyses presented by RP Financial to the FCB
Board, it does not purport to be a complete description of all the
analyses performed by RP Financial and is qualified by reference to the
written opinion of RP Financial set forth as Annex I hereto, which the FCB
shareholders are urged to read in its entirety.

Pursuant to a letter dated June 11, 1996, RP Financial estimates that
it will receive from FCB total fees of $42,500, of which $40,000 has been
paid to date, plus reimbursement of certain out-of-pocket expenses, for
its services in connection with the Merger. In addition, FCB has agreed
to indemnify RP Financial against certain liabilities, including
liabilities under the federal securities laws.

OSB's Financial Advisor. In June of 1996, OSB engaged Edelman to
provide financial advisory services to OSB in connection with a possible
affiliation transaction with FCB. Edelman is a financial advisory and
consulting firm engaged in advising financial institutions and other
businesses regarding financing and merger transactions and other matters.
OSB selected Edelman because of its expertise with financial institutions,
and its particular knowledge of and experience in working with OSB.
Edelman had advised OSB on shareholder relations, capital planning and
other matters prior to its engagement by OSB with respect to the FCB
transaction.

On November 13, 1996, Edelman provided a briefing to the OSB Board
concerning certain financial aspects of the Merger Agreement and the
transaction, including the OSB Exchange Ratio, the respective merger
partners' resulting percentage ownership in the combined organization and
their comparative contributions to the combined organization of
shareholders' equity, market capitalization and net income for the nine
months ending September 30, 1996 (adjusted for the special charge to
earnings by both companies related to the recapitalization of the SAIF).
Edelman also discussed the impact on earnings, when realized, associated
with management's estimate of net cost savings resulting from the Merger.
Edelman discussed with the OSB Board certain other broad strategic
alternatives available to it, and reviewed the logical basis of pursuing
the merger of equals alternative as embodied in the Merger. Edelman
advised the OSB Board during the OSB Board meeting that it would not
complete all of the analyses necessary to deliver the fairness opinion
that would accompany the Joint Proxy Statement/Prospectus concerning the
transaction until the date of its opinion. Edelman also advised the OSB
Board that, on and as of that date, based upon information known as of
that date, Edelman expected to be able to render an opinion as to the
fairness of the OSB Exchange Ratio, from a financial point of view, to the
holders of OSB Common Stock.

Edelman subsequently delivered to the OSB Board its opinion, dated as
of the date of this Joint Proxy Statement/Prospectus, that the OSB
Exchange Ratio is fair, from a financial point of view, to holders of OSB
Common Stock. No limitations were placed on Edelman's review. The full
text of Edelman's opinion is attached hereto as Annex J. The summary set
forth in this Joint Proxy Statement/Prospectus is qualified in its
entirety by reference to the full text of such opinion, and shareholders
are urged to read such opinion.

In forming its opinion, Edelman reviewed, among other things: (i)
with respect to OSB, audited financial statements of Oshkosh Savings and
its subsidiary for the fiscal year ended December 31, 1991; Annual Reports
to shareholders for the fiscal years ended December 31, 1992 through
1995; Annual Reports on Form 10-K for the fiscal years ended
December 31, 1992 through 1996; Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1996; and audited
financial statements of OSB for the fiscal year ended December 31, 1996,
(ii) with respect to FCB, audited financial statements of Fox Cities and
its subsidiary for the fiscal years ended March 31, 1992 and 1993; Annual
Reports to shareholders and Annual Reports on Form 10-K for the fiscal
years ended March 31, 1994 through 1996; and Quarterly Reports on Form
10-Q for the quarters ended June 30, September 30 and December 31, 1996,
(iii) the Joint Proxy Statement Prospectus relating to the Merger, (iv)
certain other information concerning the future prospects of OSB and FCB,
and of the combined entity, as furnished by the respective companies,
which Edelman discussed with the senior management of OSB and FCB, (v)
historical market price and trading data for OSB Common Stock and FCB
Common Stock, (vi) the financial performance and condition of OSB and FCB
and similar data for other midwestern thrift institutions which Edelman
believed to be relevant, (vii) the financial terms of the combination
contemplated by the Merger Agreement and the financial terms of other
mergers which Edelman believed to be relevant, and (viii) such other
matters as Edelman deemed necessary. Edelman met with certain senior
officers of OSB and FCB, separately and on a combined basis, to discuss
the foregoing as well as other matters relevant to its opinion, including
the past and current business operations, financial condition and future
prospects of OSB and FCB. Edelman also took into account its assessment
of general economic, market and financial conditions, and such additional
financial and other factors as it deemed relevant.

In conducting its review and preparing its opinion, Edelman relied
upon the accuracy and completeness of the financial and other information
provided to it or as publicly available and did not independently verify
any such information. Edelman relied upon the management of OSB and FCB
as to the reasonableness of their estimate of projected cost savings
resulting from the Merger, and the information provided by management
concerning the future prospects of OSB and FCB. Edelman also relied upon
certain purchase accounting pro forma and other information provided by
OSB, FCB and their agents. Edelman assumed, without independent
verification, that the aggregate allowances for loan losses at OSB and FCB
were adequate to cover such losses. Edelman did not inspect any
properties, assets or liabilities of OSB or FCB and did not make or obtain
any evaluation or appraisals of any properties, assets or liabilities of
OSB or FCB. In rendering its opinion, Edelman assumed that the Merger
will be consummated on the terms described in the Merger Agreement.

Edelman's opinion is directed solely to the fairness, from a
financial point of view, of the OSB Exchange Ratio and does not address
the decision to effect the Merger or constitute a recommendation to any
OSB shareholder as to how such shareholder should vote at the OSB Special
Meeting. It is further understood that the opinion of Edelman is based on
economic and market conditions and other circumstances existing on the
date hereof, and this opinion does not represent Edelman's opinion as to
what the value of FCB Common Stock will be when issued to the shareholders
of OSB upon consummation of the Merger or thereafter.

In connection with rendering its opinion to the OSB Board, Edelman
performed a variety of financial analyses that are summarized below. The
preparation of a fairness opinion is a complex process involving
subjective judgments and quantitative analysis and is not necessarily
susceptible to partial analysis or summary description. Edelman believes
that its analyses and the summary set forth herein must be considered as a
whole and that selecting portions of such analyses and the factors
considered therein, without considering all factors and analyses, creates
an incomplete view of the analyses and processes underlying Edelman's
opinion. Any estimates or assumptions used in Edelman's analyses are not
necessarily indicative of actual future value or results, which may be
significantly more or less favorable than is suggested by such estimates.
No company or previous transaction used in Edelman's analyses was
identical to OSB or FCB or the Merger. The fact that any specific
analysis has been referred to in the summary below is not meant to
indicate that such analysis was given more weight than any other analysis.
Edelman may have given various analyses more or less weight than other
analyses, and may have deemed various assumptions more or less probable
than other assumptions.

The following is a brief summary of the analyses performed by Edelman
in connection with its opinion:

1. Contribution Analysis. Edelman compared the proportion of
combined company shares to be received by OSB shareholders to OSB's
proportional financial contribution to the combined company according to
various historical measures. The OSB Exchange Ratio allocates 39.8% of
pro forma combined company issued and outstanding shares at December 31,
1996 to OSB shareholders. OSB represented 40.6% of combined stockholders'
equity at December 31, 1996 (giving effect to the exercise of outstanding
options) and 36.9% of combined market value at November 13, 1996, the day
before the Merger was announced to the market. For calendar 1996, OSB
contributed 39.9% of combined net income adjusted to eliminate the effect
of the one-time expense of recapitalizing the SAIF. OSB's total assets
represented 48.7% of the combined total at December 31, 1996.

2. Impact Analysis. Edelman conducted an economic analysis of the
effect of the Merger on OSB dividends, book value and profitability per
share. Dividends per share for OSB shareholders are expected to increase
64% as a result of the Merger. Book value per share, which reflects
certain purchase accounting adjustments, is expected to decrease 4.5%.
Earnings per share were shown to increase 8.4% in base case analysis (a)
beginning with calendar 1996 net income and ending shares, (b) eliminating
the effect of the one-time expense of recapitalizing the SAIF, and (c)
reflecting the fully-implemented cost reductions estimated by OSB and FCB.
Further sensitivity analysis was also conducted to show the impact of
making additional profitability adjustments individually beyond the base
case. Conducting the analysis on a before-income-tax basis increased
accretion to 15.9%. Reflecting estimated impacts of decreased deposit
insurance costs decreased accretion to 5.5%. Implementing only two-thirds
of the cost reductions decreased accretion to 5.4%. Reflecting certain
additional purchase accounting adjustments and the loss of interest income
on cash outlays to effect the Merger increased accretion to 10.8%. Adding
back loan loss provisions and subtracting gains on sales of assets
decreased accretion to 2.8%.

3. Merger of Equals Analysis. Edelman conducted an analysis of
whether the Merger could appropriately be regarded as a merger of equals.
This included a review of such factors as financial terms, contribution
analysis, relative size and management/board of directors continuity. It
was noted that the Merger is expected to be completed as a tax-free
exchange of shares; that the future senior management team and board of
directors will reflect both predecessor organizations about equally; that
the two predecessor companies are very close in asset size; and that the
OSB Exchange Ratio is correlated to the predecessor companies' relative
contributions of equity, income and market value. Edelman concluded that
the Merger could appropriately be regarded as a merger of equals.

4. Historical Exchange Ratio and Trading Information. Edelman
reviewed historical ratios of OSB closing trading prices to FCB closing
trading prices (the "Trading Ratio") and related this information to the
OSB Exchange Ratio of 1.46. From January 1, 1995 through November 13,
1996, the day before the Merger was announced to the market, the average
Trading Ratio was 1.40. In the period from October 1, 1996 through
November 13, 1996, the Trading Ratio ranged from 1.23 to 1.34. Following
the announcement of the Merger, stock prices of both OSB and FCB showed
increases, and during 1997 (through March 10), the Trading Ratio has
ranged from 1.42 to 1.49. Edelman also analyzed price and volume data for
OSB Common Stock and FCB Common Stock. From January 1, 1995 through
November 13, 1996, OSB and FCB traded quarterly averages of approximately
74,000 and 234,000 shares, respectively, signifying 6.7% and 9.5% of
shares issued and outstanding at December 31, 1996. Share repurchases by
OSB and FCB constituted 21.1% and 13.2% of trading volume during this
period.

5. Present Value Analysis. Edelman performed a theoretical five-
year post-Merger analysis of the present value of cashflows available to
OSB shareholders on a stand-alone basis and on a combined basis with FCB.
The purpose was not to identify actual intrinsic or trading values, but to
provide a sense of relative OSB shareholder value. Cashflows factored
into the analysis included future dividends, outlays for share
repurchases, and a terminal trading value set at a multiple of future net
income. The analysis assumed 5% annual share repurchases, 10% dividend
growth and a discount rate of 12% in all cases, and implementation of the
identified cost savings in combined scenarios. On a stand-alone basis,
OSB was assumed to have a net income growth rate (before cost savings) of
8% and a period-end market trading value of 14 times net income, resulting
in a present value per OSB share of $31.56. When the same net income
growth rate and price-to-earnings ratio ("P/E") was ascribed to the
combined company, present value per current OSB share was $34.21, or 8.4%
more than on a stand-alone basis. When it was assumed that such factors
as greater market share, efficiency and resources would translate into
years three to five net income growth of 10% and period-end P/E of 15,
combined scenario present value increased to $37.44, or 18.6% more than on
a stand-alone basis.

6. Comparison of Historical Financial Performance and Peer Group
Analysis. Edelman compared the performance of OSB to that of FCB on a
historical financial basis. Adjusted for the SAIF recapitalization
charges, OSB returns on average assets and shareholders' equity in
calendar 1996 were .77% and 6.18%, compared to 1.15% and 6.23% for FCB.
Comparisons were also made to a peer group of publicly traded thrifts in
Iowa, Illinois, Indiana, Michigan, Minnesota and Wisconsin not subject to
announced acquisition transactions. The median price to tangible book
value ratio at November 13, 1996 for the peer group was 100%, compared to
87% for OSB and 102% for FCB. Based upon financial data available as of
March 5, 1997, the peer group median ratio of shareholders' equity to
assets was 11.1%, compared to 12.5% for OSB and 17.5% for FCB. Median
peer group non-performing assets as a percentage of total assets was .28%
compared to .22% for OSB and .11% for FCB.

Edelman and OSB entered into a letter agreement on June 7, 1996
relating to the services Edelman is providing in connection with the
Merger. Edelman received $15,000 in fees upon delivery of its fairness
opinion and will receive an additional $50,000 upon consummation of the
Merger. OSB has also agreed to reimburse Edelman for out-of-pocket
expenses associated with its services subject to a maximum of $5,000 and
to indemnify Edelman against certain liabilities.

Interests of Certain Persons in the Merger

Each of Donald D. Parker, Chairman of the Board, President and Chief
Executive Officer of FCB, James J. Rothenbach, President and Chief
Executive Officer of OSB, Phillip J. Schoofs, Vice President and Treasurer
of FCB, Harold L. Hermansen, Vice President and Secretary of FCB, and
Theodore W. Hoff, Vice President-Retail Sales and Service of Oshkosh
Savings (together, the "Executives"), will enter into the Employment
Agreements with the Surviving Corporation and the Surviving Bank to become
effective upon consummation of the Merger. Pursuant to the Employment
Agreements, each of the Executives will serve as an officer of the
Surviving Bank for a specified initial term subject to extension. Mr.
Parker will serve as Chairman of the Board for a term ending on
October 31, 1999; Mr. Rothenbach will serve as President and Chief
Executive Officer for an initial term of three years; Mr. Schoofs will
serve as Vice President, Treasurer and Chief Financial Officer for an
initial period of 15 months; Mr. Hermansen will serve as Vice President-
Retail Lending and Secretary for an initial period of 15 months; and Mr.
Hoff will serve as Vice President-Retail Sales and Services for an initial
period of 15 months. Each of the foregoing individuals will also serve as
an officer of the Surviving Corporation in accordance with the Employment
Agreements. All of the Employment Agreements, except Mr. Parker's
contract, provide that the FCB Board may extend the contract for one
additional year beyond the expiration of the initial term and for one
additional year each year thereafter.

The Employment Agreements specify each Executive's salary and
benefits. Mr. Parker will receive an annual salary of $139,200; Mr.
Rothenbach will receive an annual salary of $150,000; Mr.Schoofs will
receive an annual salary of $75,000; and Messrs. Hermansen and Hoff will
receive annual salaries of $70,000 each. Each Executive will also be
eligible to participate in any pension, profit sharing, deferred
compensation or other retirement plan, and will be provided with medical,
dental and life insurance (which initially will include a 30% co-pay by
each Executive). Each Executive will receive paid vacations and sick
leave, with such vacations being not less than three weeks per annum in
the case of Messrs. Schoofs and Hermansen; four weeks per annum in the
case of Messrs. Rothenbach and Hoff; and five weeks per annum in the case
of Mr. Parker. Each Executive will also be reimbursed for reasonable
business expenses and be provided with membership in a recreational club.
Under certain circumstances, the Executives will also be entitled to
receive full compensation for up to three consecutive months upon becoming
temporarily disabled or incapacitated.

The Employment Agreements also contain noncompetition covenants which
prohibit the Executives, during the term of the Employment Agreement and
for a period of one year thereafter, from (i) soliciting customers of the
Surviving Bank for the purpose of offering products or services similar to
those offered by the Surviving Bank or (ii) inducing any employees of the
Surviving Corporation or the Surviving Bank to leave such employment, or
(iii) in the case of Messrs. Parker and Rothenbach, directly or
indirectly, rendering services to any depository institution which has a
banking office within ten miles of any banking office of the Surviving
Bank in existence as of the Closing Date; provided, however, that this
restriction shall not prohibit Mr. Parker or Mr. Rothenbach from rendering
services for a depository institution which has its home office located
outside of the Wisconsin counties of Winnebago and Outagamie and such
services are rendered from a full-service banking office of such
depository institution which is located outside of those same Wisconsin
counties.

Under the Employment Agreements, the Surviving Bank is allowed to
terminate the Executive (i) on account of the Executive's becoming totally
and permanently disabled; (ii) for Just Cause (as such term is defined in
the Employment Agreement); or (iii) without cause, in which case the
Executive continues to receive salary and benefits as provided in the
Employment Agreements for the term specified therein. Additionally, if a
Change in Control (as such term is defined in the Employment Agreements)
occurs and within eighteen months the Executive's employment with the
Surviving Corporation or the Surviving Bank is terminated (other than for
Just Cause), the Executive shall be entitled to certain benefits
including, but not limited to: (a) payment in the amount of twice the
Executive's "base amount" as that term is defined in Section 280G of the
Code, and (b) continued coverage under most retirement and insurance plans
offered by the Surviving Corporation or the Surviving Bank for the
duration of the Employment Agreement.

The Employment Agreements also provide for grants of non-tax-
qualified options to purchase shares of FCB Common Stock to be made to the
Executives following consummation of the Merger. Mr. Parker will receive
10,000 options; Mr. Rothenbach will receive 20,000 options; Mr. Schoofs
will receive 7,500 options; and Messrs. Hermansen and Hoff will receive
6,000 options each. The options will be granted by the personnel
committee of the Surviving Corporation under the terms of the FCB 1993
Stock Option and Incentive Plan and will vest ratably over a five-year
period beginning from the date of their grant.

Copies of the Employment Agreements are attached hereto as Annexes D
through H and are incorporated herein by reference.

For a discussion of indemnification rights and related insurance
matters applicable to the executive officers and directors of FCB and OSB,
see "THE MERGER AGREEMENT--Indemnification."

The Merger Agreement further provides that the Surviving Corporation
will provide severance payments to employees of OSB and FCB and their
subsidiaries (other than employees whose severance benefits are provided
for in written employment or severance agreements) whose employment is
terminated within twelve months after the Effective Date due to job
reductions. Non-officers will be entitled to receive severance payments
equal to one week's current salary for each full year of service, up to a
maximum of twelve weeks and minimum of three weeks; officers will be
entitled to receive severance payments equal to two weeks' current salary
for each full year of service, up to a maximum of 26 weeks and minimum of
six weeks.

Certain Federal Income Tax Consequences

General. The following is a summary description of the material
federal income tax consequences of the Merger and summarizes the
respective opinions of counsel to FCB and OSB. The opinions summarized
below are filed as exhibits to the Registration Statement. This summary
is not a complete description of all of the consequences of the Merger
and, in particular, may not address federal income tax considerations that
may affect the treatment of a shareholder that, at the Effective Time, is
not a U.S. person or is a tax-exempt entity or an individual who acquired
OSB Common Stock pursuant to an employee stock option or otherwise as
compensation. In addition, no information is provided with respect to the
tax consequences of the Merger under foreign, state or local laws. The
discussion is based on the Code as in effect on the date of this Joint
Proxy Statement/Prospectus, without consideration of the particular facts
or circumstances of any shareholder. Consequently, shareholders are
advised to consult their own tax advisor as to the specific tax
consequences to them of the Merger.

The Merger. The FCB obligation to effect the Merger is conditioned
on the delivery of an opinion to FCB from Foley & Lardner, its counsel,
dated as of the Closing Date, based upon certain customary representations
and assumptions set forth therein, that, for federal income tax purposes,
the Merger constitutes a tax-free reorganization within the meaning of
Section 368(a)(1)(A) of the Code. The OSB obligation to effect the Merger
is conditioned on the delivery of an opinion to OSB from Schiff Hardin &
Waite, its counsel, dated as of the Closing Date, based upon certain
customary representations and assumptions set forth therein, that, for
federal income tax purposes, the Merger constitutes a tax-free
reorganization within the meaning of Section 368(a)(1)(A) of the Code.

Rulings will not be sought from the Internal Revenue Service
regarding the Merger, and the Internal Revenue Service may disagree with
the conclusions expressed in the opinions of counsel referred to above.

Based on the foregoing, the following is a summary of the material
federal income tax consequences of the Merger:

(i) FCB and OSB will each be a party to a reorganization within
the meaning of Section 368(b) of the Code;

(ii) No gain or loss will be recognized by FCB or OSB pursuant
to the Merger;

(iii) No gain or loss will be recognized by the holders of
OSB Common Stock upon the exchange of their OSB Common Stock for FCB
Common Stock pursuant to the Merger, except that a holder of OSB
Common Stock that receives cash in lieu of a fractional share
interest in FCB Common Stock will recognize gain or loss equal to the
difference between the cash received and the tax basis allocated to
the fractional share interest. Any gain or loss recognized by a
holder will constitute capital gain or loss if such holder's OSB
Common Stock with respect to which gain or loss is recognized is held
as a capital asset at the Effective Time;

(iv) The tax basis of the FCB Common Stock received by a holder
of OSB Common Stock will be the same as such holder's tax basis in
the OSB Common Stock that was exchanged pursuant to the Merger
reduced by the tax basis allocable to any fractional share interest
in FCB Common Stock with respect to which cash is being received;

(v) The holding period of the FCB Common Stock received in the
Merger will include the holder's holding period with respect to the
OSB Common Stock that was exchanged pursuant to the Merger provided
that such stock was held as a capital asset at the Effective Time;
and

(vi) No gain or loss will be recognized by a shareholder of FCB
upon consummation of the Merger.

Accounting Treatment

The Merger will be treated under the purchase method of accounting in
accordance with generally accepted accounting principles. Under purchase
accounting, the assets and liabilities of OSB as of the Closing Date will
be recorded at their fair market values and added to those of FCB.
Consolidated financial statements of FCB issued after consummation of the
Merger would reflect such values.

Regulatory Approvals

Consummation of the Merger is subject to certain regulatory
approvals, as set forth below. To the extent that the following
information describes statutes and regulations, it is qualified in its
entirety by reference to the particular statutes and regulations
promulgated under such statutes. The Merger and the Bank Merger are
subject to the approval of the OTS pursuant to OTS regulations and the
Home Owners' Loan Act (the "HOLA"). In connection with the approval of
the OTS under the HOLA, the HOLA requires the OTS to take into
consideration the financial and managerial resources and future prospects
of FCB and OSB, the effect of the acquisition on FCB, the insurance risk
to the SAIF, and the convenience and needs of the communities to be
served. Further, the OTS may not approve the Merger if it determines,
among other things, that the Merger would (i) result in a monopoly, would
be in furtherance of any combination or conspiracy to monopolize or to
attempt to monopolize the savings and loan business in any part of the
United States; or (ii) substantially lessen competition, or tend to create
a monopoly, in any section of the country, or in any other manner be in
restraint of trade, unless it finds that the anti-competitive effects of
the Merger are clearly outweighed in the public interest by the probable
effect of the Merger in meeting the convenience and needs of the
communities to be served. The regulations implementing the Bank Merger
Act and the HOLA require the publication of notice of an application filed
thereunder and the opportunity for the public to comment.

The applications required to effect the Merger have been filed with
the OTS. The Merger will not proceed in the absence of all required
approvals for the Merger. There can be no assurance that such approvals
will be received and, if they are received, there can be no assurance as
to the date of such approvals or the conditions OTS may impose with
respect to such approvals (which conditions may be unacceptable to FCB and
OSB). A delay in the receipt of approvals for the Merger from the
appropriate regulatory authorities may conceivably delay the consummation
of the Merger.

FCB and OSB are not aware of any other governmental approvals or
actions that are required for consummation of the Merger except as
described above. Should any such approval or action be required, it is
presently contemplated that such approval or action, if needed, could be
obtained, or would not delay consummation of the Merger.

Listing on The Nasdaq Stock Market

FCB Common Stock is currently traded on The Nasdaq Stock Market and
it is anticipated that such stock will continue to be traded thereon
immediately following consummation of the Merger. Pursuant to the Merger
Agreement, FCB has agreed to use all reasonable efforts to cause the
shares of FCB Common Stock to be issued in the Merger to be listed on The
Nasdaq Stock Market.

Federal Securities Law Consequences

All shares of FCB Common Stock received or held by OSB shareholders
in connection with the Merger will be freely transferable under the
federal securities laws, except that shares of FCB Common Stock received
or held by persons who are deemed to be "affiliates" (as such term is
defined under the Securities Act of 1933, as amended (the "Securities
Act")) of OSB prior to the Merger may be resold by them only in
transactions permitted by the resale provisions of Rule 145 promulgated
under the Securities Act (or Rule 144 in the case of such persons who
become affiliates of FCB) or as otherwise permitted under the Securities
Act. Persons who may be deemed to be affiliates of FCB or OSB generally
include individuals or entities that control, are controlled by, or are
under common control with, such party and may include certain officers and
directors of such party as well as principal shareholders of such party.
The Merger Agreement requires OSB to cause each of its affiliates to
execute a written agreement to the effect that such person will not offer
or sell or otherwise dispose of any shares of FCB Common Stock issued to
such person in or pursuant to the Merger in violation of the Securities
Act or the rules and regulations promulgated by the Commission thereunder.

No Appraisal Rights

Under the WBCL, a shareholder of a corporation is generally entitled
to receive payment of the fair value of such shareholder's stock if such
shareholder dissents from a proposed merger or share exchange or a sale or
exchange of all or substantially all of the property and assets of the
corporation. However, dissenters' rights are not available to holders of
shares which are registered on a national securities exchange or quoted on
The Nasdaq Stock Market on the record date fixed to determine shareholders
entitled to notice of the meeting at which shareholders are to vote on the
proposed corporate action. Shares of both FCB Common Stock and OSB Common
Stock were listed on The Nasdaq Stock Market on the FCB Record Date and
the OSB Record Date. Accordingly, holders of such shares will not have
dissenters' rights in connection with the Merger.

THE MERGER AGREEMENT

The following is a brief summary of certain provisions of the Merger
Agreement, which is attached as Annex A hereto and is incorporated herein
by reference. This summary is qualified in its entirety by reference to
the Merger Agreement.

The Merger

The Merger Agreement provides that, following the approval of the
Merger Agreement by the shareholders of FCB and OSB, and the satisfaction
or waiver of the other conditions to the Merger, including obtaining the
requisite regulatory approvals, the Merger will be effected. The closing
of the Merger will take place on a date specified by the parties which
will be no later than the first business day in the calendar month
immediately following the month in which the last of the conditions
precedent to the Merger is satisfied or waived or such other time as the
parties may mutually agree. The Merger will be effective as of the
Effective Time.

Consummation of the Merger

Upon consummation of the Merger:

- Each share of OSB Common Stock issued immediately prior to
the Effective Time, other than shares of OSB Common Stock
that are owned by OSB as treasury stock, owned by the OSB
MRPs and not allocated to participants thereunder or owned
by FCB, will be converted into the right to receive 1.46
shares of FCB Common Stock, and each OSB Common Stock
Certificate (previously representing shares of OSB Common
Stock) will represent only the right to receive that number
of shares of FCB Common Stock and cash in lieu of
fractional shares into which the shares of OSB Common Stock
previously represented by such OSB Common Stock Certificate
will have been converted pursuant to the Merger Agreement.

- Shares of OSB Common Stock owned by OSB as treasury stock,
owned by the OSB MRPs and not allocated to participants
thereunder or owned by FCB will be canceled and no
consideration will be paid therefor.

- All of the shares of OSB Common Stock converted into the
right to receive FCB Common Stock pursuant to the Merger
Agreement will no longer be outstanding and shall
automatically be canceled and cease to exist.

- OSB Common Stock Certificates will be exchanged for FCB
Common Stock Certificates representing whole shares of FCB
Common Stock and cash in lieu of fractional shares issued
in consideration therefor upon the surrender of such OSB
Common Stock Certificates without any interest thereon.

- Each share of FCB Common Stock issued and outstanding
immediately prior to the Effective Time shall remain an
issued and outstanding share of common stock of the
Surviving Corporation and shall not be affected by the
Merger.

- Each option granted by OSB under the terms of the OSB
Financial Corp. 1992 Stock Option and Incentive Plan (the
"OSB Option Plan") to purchase shares of OSB Common Stock
which is outstanding and unexercised immediately prior to
the Effective Time ("OSB Options") will be converted into
an option to purchase that number of shares of FCB Common
Stock equal to the product of the number of shares of OSB
Common Stock subject to the original option and the OSB
Exchange Ratio. Any fractional shares of FCB Common Stock
resulting from converting OSB Options will be rounded up to
the nearest whole share. The exercise price per share of
FCB Common Stock will be equal to the exercise price per
share of OSB Common Stock under the original option divided
by the OSB Exchange Ratio.

- The Board of Directors of the Surviving Corporation will
consist of fourteen (14) persons, including Donald D.
Parker and James J. Rothenbach. Six directors, in addition
to Donald D. Parker, have been selected by FCB, including
Walter H. Drew, Donald S. Koskinen, David L. Erdmann,
William A. Raaths, Richard A. Bergstrom and William J.
Schmidt. Six directors, in addition to James J.
Rothenbach, have been selected by OSB, including David L.
Baston, Ronald L. Tenpas, David L. Geurden, David L.
Omachinski, Thomas C. Butterbrodt and Dr. Edwin L. Downing.
The directors of the Surviving Corporation will serve as
directors until their successors are elected or appointed
and have duly qualified. It is the intention of OSB and
FCB that the number of directors of the Surviving
Corporation shall be reduced to ten (10) through attrition.

- The headquarters and principal executive offices of the
Surviving Corporation will be the current headquarters and
principal executive offices of OSB, located at 420 South
Koeller Street, Oshkosh, Wisconsin. The commercial loan
department of the Surviving Bank shall be located at 110
Fox River Drive, Appleton, Wisconsin.

At or prior to the Effective Time, FCB will deposit (i) FCB Common
Stock Certificates and (ii) cash in payment of any fractional shares of
FCB Common Stock with the Exchange Agent for exchange for OSB Common Stock
in accordance with the Merger Agreement. As soon as practicable after the
Effective Time, and in no event later than ten business days thereafter,
the Exchange Agent will mail to each holder of record of one or more OSB
Common Stock Certificates a letter of transmittal and instructions for use
in effecting the surrender of the OSB Common Stock Certificates in
exchange for FCB Common Stock Certificates and any cash in lieu of
fractional shares.

Upon proper surrender of an OSB Common Stock Certificate for exchange
and cancellation to the Exchange Agent, together with a completed letter
of transmittal, the holder of such OSB Common Stock Certificate will be
entitled to receive in exchange therefor, (i) a FCB Common Stock
Certificate representing that number of whole shares of FCB Common Stock
to which such holder of OSB Common Stock shall have become entitled
pursuant to the provisions of the Merger Agreement, and (ii) a check
representing the amount of any cash in lieu of fractional shares that such
holder has the right to receive. The OSB Common Stock Certificate will
then be canceled. No interest will be paid or accrued on any cash in lieu
of fractional shares payable to holders of OSB Common Stock Certificates.

No dividend or distribution with respect to FCB Common Stock shall be
payable on or with respect to any fractional share, and fractional share
interests will not entitle the owner to vote or to exercise any other
rights of a shareholder of the Surviving Corporation.

HOLDERS OF OSB COMMON STOCK SHOULD NOT SEND IN THEIR CERTIFICATES
UNTIL THEY RECEIVE A LETTER OF TRANSMITTAL. SHAREHOLDERS OF FCB NEED NOT
EXCHANGE THEIR CERTIFICATES.

Representations and Warranties

The Merger Agreement contains customary representations and
warranties by each of FCB and OSB relating to, among other things, (a)
their respective organizations, the organization of their respective
subsidiaries and similar corporate matters; (b) their respective capital
structures; (c) authorization, execution, delivery, performance and
enforceability of the Merger Agreement and related matters; (d) required
regulatory approvals; (e) their compliance with applicable laws and
agreements; (f) reports and financial statements filed with the Commission
and the accuracy of information contained therein; (g) absence of any
broker's or finder's fees incurred in connection with the Merger; (h) the
absence of material adverse effects on their respective businesses; (i)
the absence of material suits, claims or proceedings, and other litigation
issues; (j) tax matters; (k) retirement and other employee benefit plans
and matters relating to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"); (l) labor matters; (m) freedom from
contractual commitments which would have material adverse effects on the
respective businesses; (n) compliance with all applicable environmental
laws, possession of all material environmental, health, and safety permits
and other environmental issues; (o) the shareholder vote required in
connection with the Merger Agreement and the transactions contemplated
thereby (as set forth in this Joint Proxy Statement/Prospectus) being the
only vote required; (p) the inapplicability of certain provisions of state
law relating to changes in control; and (q) the absence of ownership of
each other's stock, other than as provided in the Merger Agreement.

Certain Covenants

Pursuant to the Merger Agreement, each of FCB and OSB has agreed
that, during the period from the date of the Merger Agreement until the
Effective Time, except as permitted by the Merger Agreement (including the
disclosure schedules thereto) or the Stock Option Agreements, or as
otherwise consented to in writing by the other party, it will (and will
cause its subsidiaries to), subject to certain exceptions specified
therein, among other things: (a) carry on its business in good faith and
in the ordinary course consistent with prior practice; (b) use reasonable
efforts to maintain the services of key employees; (c) take no action
which would adversely effect or delay the performance of any covenants or
agreements under the Merger Agreement; (d) not incur any indebtedness,
assume or guarantee the obligations of another, or make any loan or
advance other than in the usual course of business; (e) not adjust or
reclassify any capital stock; (f) not declare or pay any dividends on or
make other distributions in respect of any of its capital stock, other
than regular quarterly cash dividends of $0.18 on FCB Common Stock and
$0.16 on OSB Common Stock; (g) not adjust, split, combine or reclassify
any capital stock; (h) not directly or indirectly redeem, purchase or
otherwise acquire any shares of capital stock or any securities or
obligations convertible into or exchangeable for any shares of its capital
stock except repurchases of the parties' respective common stock in the
open market or in privately negotiated transactions provided notice is
given to the other party as soon as practicable thereafter; (i) not grant
any stock appreciation rights or grant any rights to acquire any shares of
its capital stock; (j) not issue any additional shares of capital stock
except pursuant to stock options outstanding on the date of the Merger
Agreement or the Stock Option Agreements; (k) not sell, encumber or
otherwise dispose of any of its assets to any entity other than a
subsidiary, or cancel or release any indebtedness or any claims, except in
the ordinary course of business or pursuant to agreements in force at the
date of the Merger Agreement; (l) not make any material investment out of
the ordinary course of business either by purchase of stock or securities,
contributions to capital, property transfers, or purchase of any property
or assets of any other individual, corporation or other entity other than
a subsidiary thereof or any existing joint venture to which OSB or FCB is
a party; (m) refrain from entering into or terminating any material
contract or agreement, or making any change in any of its material leases
or contracts, other than renewals of contracts and leases without material
adverse changes of terms; (n) not increase in any manner the compensation
or fringe benefits of any of their respective employees or pay any pension
or retirement allowance not required by any existing plan or agreement to
any such employees or become a party to, amend or commit itself to any
pension, retirement, profit-sharing or welfare benefit plan or agreement
or employment agreement with or for the benefit of any employee; provided,
however, that (1) any bonus paid any officer of FCB or a subsidiary of FCB
shall not exceed 115% of such bonus paid to such individual for the
immediately preceding fiscal year and (2) any bonus paid by OSB or a
subsidiary of OSB to (A) James J. Rothenbach shall not exceed 30% of his
1996 base salary, (B) any Vice President of OSB or any subsidiaries of OSB
shall not exceed 15% of each individual's 1996 base salary, and (C) all
other employees of OSB or any subsidiaries of OSB shall not exceed $30,000
in the aggregate for any fiscal year; (o) not grant, amend or modify in
any material respect any stock option, stock awards or other stock based
compensation, except that OSB and FCB may modify their respective stock
options and OSB may modify stock awards previously granted and which are
outstanding as of the date of the Merger Agreement to provide full vesting
conditioned upon and effective as of the Closing Date; (p) not pay,
discharge or satisfy any material claims, liabilities or obligations
(whether absolute, accrued, asserted or unasserted, contingent or
otherwise), other than the payment, discharge or satisfaction, in the
ordinary course of business consistent with past practice (which includes
the payment of final and unappealable judgments) or in accordance with
their terms, of liabilities reflected or reserved against in, or
contemplated by, the most recent consolidated financial statements (or the
notes thereto) of such party included in such party's reports filed with
the Commission, or incurred in the ordinary course of business consistent
with past practice; (q) not take any action that would prevent or impede
the Merger from qualifying as a reorganization within the meaning of
Section 368 of the Code; provided, however, that this limitation shall not
affect the ability of OSB or FCB to exercise their respective rights under
the Stock Option Agreements; (r) not amend its articles of incorporation
or bylaws; (s) not restructure or materially change investment securities
portfolios or gap positions, through purchases, sales, or otherwise, or
the manner in which the portfolios are classified or reported; (t) refrain
from taking any action that may result in any of the representations and
warranties set forth in the Merger Agreement being or becoming untrue in
any material respect at any time prior to the Effective Time, or in any of
the conditions to the Merger set forth in the Merger Agreement not being
satisfied or in a violation of any provision of the Merger Agreement or
the Stock Option Agreements, except, in every case, as may be required by
applicable law; (u) cooperate with each other in filing all the necessary
documentation, in effecting all applications, notices, petitions and
filings, and in obtaining all permits, consents, approvals and
authorizations of all third parties and governmental entities which are
necessary or advisable to consummate the transactions contemplated by the
Merger Agreement; and (v) afford to the officers, employees, accountants,
counsel and other representatives of the other party, access to each
other's properties, books, contracts, commitments and records, and make
available to the other party (i) a copy of each report, schedule,
registration statement and other document filed or received pursuant to
the requirements of federal securities laws or federal or state banking
laws, and (ii) all other information concerning business, properties and
personnel as each party may reasonably request.

Board of Directors of the Surviving Corporation

The following table lists those persons who have been designated to
represent FCB (the "FCB Representatives") and OSB (the "OSB
Representatives") as directors on the Board of Directors of the Surviving
Corporation. Except as otherwise noted, the persons listed below have
served in the capacities reflected for at least the past five years.

Company
Name Occupation Represented Class(1)

Walter H. Drew Retired; Former President FCB I
and Chief Executive Officer,
Menasha Corporation (a paper
manufacturer and converter)

Donald S. Koskinen Retired; Former President, FCB I
Banta Company, a division of
Banta Corporation (a
commercial printing and
graphic services company)

David L. Baston Consultant to small OSB I
businesses

Ronald L. Tenpas President of Office OSB I
Environment, Inc. since
January 1, 1996; retired as
President and sole owner of
Valley Business Equipment,
Inc.

David L. Erdmann Chairman, Chief Executive FCB II
Officer and President,
Outlook Group Corp. (a
graphic services company
offering speciality
printing, converting and
packaging)

Donald D. Parker Chairman of the Board, FCB II
President and Chief
Executive Officer of FCB and
Fox Cities

William A. Raaths President, Wisconsin Tissue FCB II
Mills, Inc. (a paper
products manufacturer and a
subsidiary of Chesapeake
Corporation) and Group Vice
President - Tissue Products,
Chesapeake Corporation (a
manufacturer of tissue,
packaging and wood products)

David L. Geurden President of Hrnaks OSB II
Flowerland and Gifts

David L. Omachinski Vice President/Finance, OSB II
Treasurer and Chief
Financial Officer of Oshkosh
B'Gosh, Inc. since 1993;
Executive Vice President and
Chief Operating Officer of
Schumaker, Romenesko &
Associates prior to 1993

Richard A. Bergstrom President, Bergstrom Hotel, FCB III
Inc. and Executive Vice
President, Bergstrom
Corporation (an operator of
hotels and automobile
dealerships)

William J. Schmidt Chairman of the Board, U.S. FCB III
Oil Co., Inc. (a petroleum
distributor)

Thomas C. Consultant to Berlin Foundry OSB III
Butterbrodt Corporation since May 1995;
previously, President of
Berlin Foundry Corporation

Dr. Edwin L. Downing Vice Chairman of the Board OSB III
of Directors of OSB and
Oshkosh Savings and
Ophthalmologist - sole
practitioner

James J. Rothenbach President and Chief OSB III
Executive Officer of OSB and
Oshkosh Savings; President
and Chief Executive Officer
of Bank One, Stevens Point,
Wisconsin, from February
1990 to June 1995
______________________

(1) Class I: Term of office to expire at the first annual meeting of
shareholders of the Surviving Corporation subsequent to
the Closing Date.

Class II: Term of office to expire at the second annual meeting of
shareholders of the Surviving Corporation subsequent to
the Closing Date.

Class III: Term of office to expire at the third annual meeting of
shareholders of the Surviving Corporation subsequent to
the Closing Date.

Prior to the third annual meeting of the shareholders of the
Surviving Corporation, the FCB Representatives (or their successors) or
the OSB Representatives (or their successors), as the case may be, will
have the right, pursuant to the terms of the Merger Agreement, to
designate (i) the person or persons to be nominated in place of each of
the FCB Representatives and OSB Representatives, respectively, whose terms
of office expire at each of the first three annual meetings of the
shareholders of the Surviving Corporation following the Effective Time,
and (ii) the person or persons to serve on the executive committee, if
any, in place of any FCB Representatives or OSB Representatives,
respectively, previously appointed to the executive committee. It is the
intent of the parties that the number of directors of the Surviving
Corporation shall be reduced to ten through attrition. To that end and
until the earlier of the time at which the Board of Directors of the
Surviving Corporation shall consist of ten directors (composed of five OSB
Representatives and five FCB Representatives) and the third anniversary of
the Closing Date, it is the intention of the parties that any vacancy
occurring on the Board of Directors of the Surviving Corporation created
by the death, resignation or removal of any director will not be filled
and, instead, within 30 days thereof, an additional vacancy shall be
created by the voluntary resignation of an FCB Representative or OSB
Representative, as the case may be, in order that the number of OSB
Representatives and FCB Representatives on the Board of Directors of the
Surviving Corporation shall remain equal, and thereafter, the two
vacancies shall be eliminated by resolution of the Board of Directors of
the Surviving Corporation.

Indemnification

The Merger Agreement provides that, in the event of any threatened or
actual claim, action, suit, proceeding or investigation (a "Claim") in
which a director or officer or employee of FCB, Fox Cities, OSB or Oshkosh
Savings (the "Indemnified Parties", and each individual director, officer
or employee, an "Indemnified Party"), is, or is threatened to be, made a
party based in whole or in part on (i) the fact that he or she is or was a
director, officer or employee of any of the Indemnified Parties, or (ii)
the Merger Agreement or any of the transactions contemplated thereby, the
parties thereto have agreed to cooperate and use reasonable efforts to
defend against and respond to such actions on behalf of the Indemnified
Party. After the Effective Time, the Surviving Corporation will indemnify
each Indemnified Party against any losses, liabilities, costs or expenses
in connection with any such threatened or actual Claim, action, suit,
proceeding or investigation, and the Indemnified Party may retain counsel,
but the Surviving Corporation reserves the right to assume the defense of
any such action and upon such assumption the Surviving Corporation shall
not be liable to any Indemnified Party for any legal expenses of other
counsel or any other expenses subsequently incurred by any Indemnified
Party in connection with the defense thereof. The Surviving Corporation
shall not be liable for any settlement effected without its prior written
consent. The Surviving Corporation will have no obligation to any
Indemnified Party when and if a court of competent jurisdiction ultimately
determines, and such determination has become final and nonappealable,
that indemnification of such Indemnified Party in the manner contemplated
in the Merger Agreement is prohibited by applicable law.

The Merger Agreement further provides that the Surviving
Corporation's indemnification obligations described above shall continue
in full force and effect for a period of five years from the Effective
Time (or the period of the applicable statute of limitations, if longer);
provided, however, that all rights to indemnification in respect of any
Claim asserted or made within such period shall continue until the final
disposition of such Claim.

In addition, the Merger Agreement provides that the Surviving
Corporation shall use reasonable efforts (i) to obtain, after the
Effective Time, directors' and officers' liability insurance coverage for
the officers and directors of the Surviving Corporation, to the extent
that the same is economically practicable, and (ii) either (A) to cause
the individuals serving as officers and directors of FCB, OSB or the
subsidiaries of FCB or OSB immediately prior to the Effective Time to be
covered for a period of three years from the Effective Time by the
directors' and officers' liability insurance policies maintained by the
Surviving Corporation, or (B) to substitute therefor policies of at least
the same coverage and amounts containing terms and conditions which are
not less advantageous than the policies previously maintained by FCB and
OSB, respectively, with respect to acts or omissions occurring prior to
the Effective Time which were committed by such officers and directors in
their capacity as such; provided, however, that in no event shall the
Surviving Corporation be required to expend per year an amount in excess
of 120% of the premium for such insurance paid by FCB during its 1997
fiscal year (the "Insurance Amount") to maintain or procure insurance
coverage pursuant to clause (ii) of this sentence, and provided further
that if the Surviving Corporation is unable to maintain or obtain the
insurance called for by clause (ii) of this sentence, the Surviving
Corporation shall use reasonable efforts to obtain as much comparable
insurance as available for the Insurance Amount.

In the event the Surviving Corporation or any of its successors or
assigns consolidates with or merges into any other person and shall not be
the continuing or surviving corporation or entity of such consolidation or
merger, or transfers or conveys all or substantially all of its properties
and assets to any person, then proper provision shall be made so that the
successors and assigns of the Surviving Corporation assume the
indemnification obligations set forth above.

Conduct Inconsistent with the Merger Agreement

Pursuant to the Merger Agreement, the parties have agreed that
neither party will (i) solicit, encourage or authorize any individual,
corporation or other entity to solicit from any third party any inquiries
or proposals relating to the disposition of its business or assets, or the
acquisition of its capital stock, or the merger of it or either of Fox
Cities or Oshkosh Savings (together, the "Bank Subsidiaries"),
respectively, with any corporation or other entity other than as provided
by the Merger Agreement, or (ii) negotiate with any other person for any
such transaction wherein the business, assets or capital stock of it or
the Bank Subsidiaries would be acquired, directly or indirectly, by any
party other than as provided by the Merger Agreement, except upon the
receipt of an unsolicited offer from a third party where the Board of
Directors of the party receiving such offer reasonably believes, upon the
written opinion of counsel, that its fiduciary duties require it to enter
into discussions with such party. Furthermore, each party has agreed to
promptly notify the other of all of the relevant details relating to all
inquiries and proposals which it may receive relating to any proposed
disposition of its business or assets, or the acquisition of its capital
stock, or the merger of it or the Bank Subsidiaries with any corporation
or other entity other than as provided by the Merger Agreement and shall
keep the other party informed of the status and details of any such
inquiry or proposal, and shall give the other party five days' advance
notice of any agreement to be entered into with, or any information to be
supplied to, any person making such inquiry or proposal, provided that
nothing contained in the Merger Agreement shall prohibit a party from
disclosing to its shareholders a position contemplated by the Exchange Act
with respect to a tender offer for that party's common stock.

Employee Benefit Plans

Under the terms of the Merger Agreement, the OSB ESOP will be merged
with and into the FCB ESOP, with all participants in the OSB ESOP at the
time of such merger of the OSB ESOP and the FCB ESOP to become
participants in the FCB ESOP. The shares of OSB Common Stock currently
held by the OSB ESOP which are allocated to the accounts of such
participants will be converted into shares of FCB Common Stock in
accordance with the Merger Agreement. The unallocated shares of OSB
Common Stock currently held by the OSB ESOP shall be converted into shares
of FCB Common Stock in accordance with the Merger Agreement, and
thereafter will be allocated to the participants in the FCB ESOP
(including, without limitation, such employees of Oshkosh Savings who
become employees of Fox Cities following the Effective Date) according to
the terms and provisions of the FCB ESOP. FCB shall assume the loan
between OSB and the OSB ESOP. Each Oshkosh Savings employee's period of
employment with Oshkosh Savings shall be counted for all purposes under
the FCB ESOP, including, without limitation, for purposes of service
credit, eligibility and vesting. Each Oshkosh Savings employee's
compensation attributable to employment with Oshkosh Savings shall be
counted for all purposes under the FCB ESOP, including, without
limitation, for purposes of contribution allocations. Each active
participant in the OSB ESOP or the FCB ESOP as of the day immediately
prior to the Closing Date who is not employed by the Surviving Bank as of
the Closing Date or who is terminated by the Surviving Bank (other than
for cause) within one year after the Closing Date shall be fully vested in
their account balance under the OSB ESOP or the FCB ESOP, as the case may
be, as of the Closing Date or the date of termination of employment,
respectively.

Similarly, the Oshkosh Savings Bank, F.S.B. 401(k) Profit Sharing
Plan (the "OSB PSP") shall be merged with and into the Fox Cities Bank,
F.S.B. Employees Savings and Investment Plan (the "FCB PSP"), with all
participants in the OSB PSP at the time of such merger of the OSB PSP and
the FCB PSP to become participants in the FCB PSP. Benefits under the FCB
PSP shall thereafter be available to participants in the FCB PSP
(including, without limitation, such employees of Oshkosh Savings who
become employees of Fox Cities after the Effective Time and are eligible
to participate in the FCB PSP) according to the terms and provisions of
the FCB PSP. Each Oshkosh Savings employee's period of employment with
Oshkosh Savings shall be counted for all purposes under the FCB PSP,
including, without limitation, for purposes of service credit, eligibility
and vesting. Each Oshkosh Savings employee's compensation attributable to
employment with Oshkosh Savings shall be counted for all purposes under
the FCB PSP, including, without limitation, for purposes of contribution
allocations. Each active participant in the OSB PSP or the FCB PSP as of
the day immediately prior to the Closing Date who is not employed by the
Surviving Bank as of the Closing Date or who is terminated by the
Surviving Bank (other than for cause) within one year after the Closing
Date shall be fully vested in their account balance under the FCB PSP or
the OSB PSP, as the case may be, as of the Closing Date or the date of
termination of employment, respectively.

At the Effective Time, each Oshkosh Savings employee will immediately
become eligible to participate in all employee welfare benefit plans and
other fringe benefits programs offered or maintained by the Surviving
Corporation and the Surviving Bank on the same terms and conditions that
the Surviving Corporation and the Surviving Bank may make available to
their officers and employees, including, without limitation, any health,
life, long-term disability, short-term disability, severance, vacation or
paid time off programs (the "FCB Welfare Plans"). Each Oshkosh Savings
employee's period of employment and compensation with Oshkosh Savings
shall be counted for all purposes under the FCB Welfare Plans, including,
without limitation, for purposes of service credit, eligibility and
benefit accrual. Any expenses incurred by an Oshkosh Savings employee
under the Oshkosh Savings employee welfare benefit plans (such as
deductibles or co-payments), shall be counted for all purposes under the
FCB Welfare Plans. The Surviving Bank will provide insurance coverage
(for which FCB or the Surviving Bank may act as the self-insurer) for pre-
existing medical conditions (to the extent such condition is currently
covered under the Oshkosh Savings plan, and such condition would be
covered under the Surviving Bank's plan if it were not pre-existing),
subject to deductibles and/or copayment provisions generally applicable to
such coverage. The parties have also agreed that they shall be permitted
to take whatever action they deem reasonably necessary to accelerate any
deferred bonuses and to provide that all account balances, benefits
accrued and options or awards previously granted under the OSB MRP, the
OSB Option Plan, and the FCB 1993 Stock Option and Incentive Plan will be
fully vested and nonforfeitable as of the Closing Date. FCB shall assume
all of the obligations under the OSB MRP and OSB Option Plan, and all
shares of OSB Common Stock owned by the OSB MRP, which have not been
awarded, shall be canceled at or prior to the Effective Time.

Conditions to Each Party's Obligation to Effect the Merger

The respective obligations of FCB and OSB to effect the Merger are
subject to the following conditions: (a) the approval of the Merger
Agreement and the transactions contemplated thereby by the shareholders of
FCB and OSB; (b) no order, injunction or decree issued by any court or
agency of competent jurisdiction shall be in effect that prevents
consummation of the Merger or the transactions contemplated thereby;
(c) the Registration Statement shall have become effective in accordance
with the provisions of the Securities Act of 1933 and shall not be the
subject of a stop order suspending such effectiveness; (d) the receipt of
all material governmental authorizations, consents, orders or regulatory
approvals required to consummate the transactions contemplated by the
Merger Agreement, and the expiration of all statutory waiting periods in
respect thereof; (e) the receipt by each of FCB and OSB of opinions from
their counsel stating that the Merger will qualify as a tax free
reorganization under Section 368(a)(1)(A) of the Code; (f) the performance
in all material respects of all obligations of the other party required to
be performed under the Merger Agreement and the Stock Option Agreements;
(g) the accuracy of the representations and warranties of the other party
set forth in the Merger Agreement as of the date of the Merger Agreement
and as of the Closing Date (except as would not reasonably be likely to
result in a material adverse effect as defined in the Merger Agreement);
(h) there having been no material adverse effects on the business, assets,
financial condition, results of operations or prospects of the other party
and its subsidiaries taken as a whole; (i) the receipt by FCB and OSB of
certain material third-party consents; and (j) the receipt by FCB of
letter agreements relating to trading in securities of FCB (substantially
in the form attached as an exhibit to the Merger Agreement), duly executed
by each affiliate of OSB.

At any time prior to the Effective Time, to the extent permitted by
applicable law, the conditions to the obligations of each of FCB or OSB to
consummate the Merger may be waived in writing by such party. Any
determination to waive a condition would depend upon the facts and
circumstances existing at the time of such waiver and would be made by the
waiving party's Board of Directors, exercising its fiduciary duties to its
shareholders. No shareholder approval will be required or sought for any
such waiver; a shareholder's approval of the Merger Agreement constitutes
approval of such waivers as may be granted by the FCB Board or the OSB
Board, as the case may be.

Termination, Amendment and Waiver

The Merger Agreement may be terminated prior to the Effective Time
(a) at any time by mutual consent of the parties; (b) at any time, whether
before or after approval of the matters presented in connection with the
Merger by the shareholders of FCB or OSB, by either party if (i) any
governmental entity which must grant a regulatory approval in order for
the transactions contemplated by the Merger Agreement to be consummated
has denied approval of the Merger and such denial has become final and
nonappealable or has advised the parties of its unwillingness to grant
such an approval on terms reasonably acceptable to the parties, or (ii)
any governmental entity of competent jurisdiction shall have issued a
final nonappealable order permanently enjoining or otherwise prohibiting
the consummation of the transactions contemplated by the Merger Agreement;
(c) by either party if the Merger has not been consummated on or before
September 30, 1997, unless the failure of the closing to occur by such
date is due to the failure of the party seeking termination to perform or
observe the covenants and agreements made in the Merger Agreement; (d) by
either party if the required shareholder vote for approval of the Merger
Agreement and transactions contemplated thereby has not been obtained; (e)
by either party seeking termination, upon two days' notice to the other
party to the Merger Agreement, if, as a result of a tender offer or other
similar business combination (a "Business Combination") by a party other
than the other party to the Merger Agreement, the Board of Directors of
the party seeking termination determines in good faith that its fiduciary
obligations require that such tender offer or other written offer or
proposal be accepted; provided, however, that (i) the Board of Directors
of the party seeking termination shall have been advised in a written
opinion of outside counsel that notwithstanding a binding commitment to
consummate the Merger Agreement, and notwithstanding all concessions which
may be offered by the other party to the Merger Agreement in negotiations
entered into pursuant to clause (ii) below, such fiduciary duties would
require the directors to reconsider such commitment as a result of such
tender offer or other written offer or proposal, and (ii) prior to any
such termination, the party seeking termination must negotiate with the
other party to the Merger Agreement to make such adjustments in the terms
and conditions of the Merger Agreement as would enable the party seeking
termination to proceed with the transactions contemplated by the Merger
Agreement on such adjusted terms; (f) by either party seeking termination
upon written notice to the other party to the Merger Agreement if (i)
there exists any breach of the representations and warranties of the other
party to the Merger Agreement made in the Merger Agreement or in the Stock
Option Agreements which would have a material adverse effect on the
business of such other party to the Merger Agreement, and such breach is
not remedied within thirty days after receipt by the other party to the
Merger Agreement of notice in writing from the party seeking termination,
specifying the nature of such breaches and requesting that they be
remedied, (ii) such other party to the Merger Agreement shall have failed
to perform and comply with, in all material respects, its agreements and
covenants under the Merger Agreement or under the Stock Option Agreements
and such failure to perform or comply shall not have been remedied within
thirty days after receipt by such other party of notice in writing from
the party seeking termination, specifying the nature of such failure and
requesting that it be remedied, or (iii) the Board of Directors of such
other party to the Merger Agreement (A) withdraws or modifies in any
manner adverse to the party seeking termination its approval or
recommendation of the Merger Agreement, (B) fails to reaffirm such
approval or recommendation upon request of the party seeking termination
or (C) approves or recommends any Business Combination involving such
other party other than the Merger.

In the event of termination of the Merger Agreement by FCB or OSB as
provided above, there shall be no liability on the part of either FCB or
OSB or their respective officers or directors under the Merger Agreement,
except that each party is (i) obligated to hold all information furnished
by or on behalf of the other party in confidence and to return all
documents obtained in the course of negotiations, (ii) jointly responsible
for bearing the costs of filing fees paid to the Commission or other
regulatory agency in connection with the Merger as well as the printing
and mailing of the Joint Proxy Statement/Prospectus, and (iii) liable for
any termination fees pursuant to the terms of the Merger Agreement.

The Merger Agreement may be amended by action of the FCB Board or OSB
Board at any time before or after the approval of the matters presented in
connection with the Merger. However, following approval by shareholders
of the transactions contemplated by the Merger Agreement, no amendment
which changes the amount or form of the consideration delivered pursuant
to the Merger Agreement may be effected without further shareholder
approval. Pursuant to the terms of the Merger Agreement, the consummation
of the Merger is conditioned upon the receipt by both parties of legal
opinions that the Merger will qualify as a tax-free reorganization under
Section 368 of the Code. In the event that FCB and OSB amend or modify
the terms of the Merger Agreement by waiving this requirement, FCB and OSB
will resolicit shareholders for approval of such amended or modified
agreement.

Additionally, either party may extend the time for performance of any
of the obligations of the other party or waive any inaccuracies in
representations and warranties or compliance with any agreements or
conditions contained in the Merger Agreement. However, following approval
by shareholders of the transactions contemplated by the Merger Agreement,
no waiver which reduces or changes the form of consideration to be
delivered pursuant to the Merger Agreement may be effected without further
shareholder approval.

Termination Fees

The Merger Agreement provides that if it is terminated as a result of
breaches of any representations or warranties contained in the Merger
Agreement as of the date thereof, or of agreements and covenants contained
in the Stock Option Agreements pursuant to the provisions of the Merger
Agreement described in clauses (f)(i) and (f)(ii) under "--Termination,
Amendment and Waiver" above, then if such breach is not willful, the non-
breaching party is entitled to reimbursement of its documented out-of-
pocket expenses, not to exceed $200,000. In the event of a willful
breach, the non-breaching party will be entitled to out-of-pocket expenses
and fees (which shall not be limited to $200,000) and any remedies it may
have at law or in equity, and provided that if, at the time of the
breaching party's willful breach, there shall have been a third-party
tender offer or proposal for a Business Combination which has not been
rejected by the breaching party or withdrawn by the third party, then such
breaching party, at the time of termination of the Merger Agreement, will
pay to the non-breaching party an additional aggregate fee equal to
$1,000,000.

The Merger Agreement also requires payment of an aggregate
termination fee of $1,000,000, together with reimbursement of out-of-
pocket expenses, by the target party to the other party in the following
circumstances: (1) the Merger Agreement is terminated (x) as a result of
the acceptance by the target party of a third-party tender offer or
proposal for a Business Combination, (y) as a result of the target party's
material failure to convene a shareholder meeting, or (z) following a
failure of the shareholders of the target party to grant their approval to
the Merger, and (2) at the time of such termination or prior to the
meeting of such party's shareholders there has been a third-party tender
offer or proposal for a Business Combination which shall not have been
rejected by the target party or withdrawn by such third party. The
applicable termination fee and out-of-pocket expenses referred to in the
previous sentence will be paid at the time of termination of the Merger
Agreement.

In the event that the Merger Agreement becomes terminable under
circumstances in which a termination fee would be payable by one party
pursuant to the Merger Agreement, such event will also constitute a
"Trigger Event" under the Stock Option Agreements pursuant to which the
first party issued an option to the other party. See "THE STOCK OPTION
AGREEMENTS."

The Merger Agreement further provides that all termination fees
constitute liquidated damages and not a penalty and, if one party should
fail to pay any termination fee due, the defaulting party shall pay the
cost and expenses in connection with any action taken to collect payment,
together with interest on the amount of any unpaid termination fee.

In any event, the aggregate amount payable by one party and its
affiliates to the other party and its affiliates pursuant to the
termination provisions contained in the Merger Agreement and pursuant to
the terms of the Stock Option Agreements shall not exceed $1.5 million,
exclusive, in each case, of reimbursement for fees and expenses payable
pursuant to the termination provisions of the Merger Agreement.

Other Expenses

FCB and OSB have agreed to share equally in the expense of printing
this Joint Proxy Statement/Prospectus and the expense of all Commission
and other regulatory filing fees incurred in connection therewith. Except
as provided in the preceding sentence and in the section entitled "--
Termination Fees," the Merger Agreement provides, in general, that FCB and
OSB will pay their own expenses in connection with the Merger and the
transactions contemplated thereby, including fees and expenses of their
own accountants and counsel. For information with respect to financial
advisory fees incurred in connection with the Merger, see "THE MERGER--
Opinions of Financial Advisors."

THE STOCK OPTION AGREEMENTS

The following is a brief summary of the terms of the Stock Option
Agreements, copies of which are attached as Annexes B and C and are
incorporated herein by reference. Such summary is qualified in its
entirety by reference to the Stock Option Agreements. The Stock Option
Agreements are intended to increase the likelihood that the Merger will be
consummated in accordance with the terms of the Merger Agreement.
Consequently, certain aspects of the Stock Option Agreements may have the
effect of discouraging persons who might now or prior to the Effective
Time be interested in acquiring all or a significant interest in, or
otherwise effecting a business combination with, FCB or OSB from
considering or proposing such a transaction, even if such persons were
prepared to offer to pay consideration to shareholders of OSB which had a
higher value than the shares of FCB Common Stock to be received in the
Merger.

General

Concurrently with the Merger Agreement, FCB and OSB entered into the
Stock Option Agreements. As holders of Options thereunder (the "Option
Holders"), FCB and OSB have the right, under certain circumstances, to
purchase, (i) with respect to the Option granted by FCB (the "FCB Stock
Option"), 19.9% of the outstanding shares of FCB Common Stock; and (ii)
with respect to the Option granted by OSB (the "OSB Stock Option" and,
together with the FCB Stock Option, the "Stock Options"), 19.9% of the
outstanding shares of OSB Common Stock (shares of common stock purchasable
pursuant to the FCB Stock Option and the OSB Stock Option are collectively
referred to as the "Option Shares") at an exercise price of $18.875 per
share for the FCB Common Stock and $24.375 per share for the OSB Common
Stock, such prices being equal to the average of the bid and ask prices
for such shares on The Nasdaq Stock Market at the close of trading on
November 13, 1996, the date of the Merger Agreement.

The Stock Options may be exercised by the respective Option Holders,
in whole or in part, at any time or from time to time after the Merger
Agreement becomes terminable by such Option Holder under circumstances
which could entitle such Option Holder to termination fees from the issuer
of the Stock Option (the "Option Grantor") as a result of a Trigger Event
(as defined in the Stock Option Agreements and described above under "THE
MERGER AGREEMENT--Termination Fees"). Upon the giving by the Option
Holder to the Option Grantor of written notice specifying the number of
shares it wishes to purchase, along with the required consideration to be
tendered for the Option Shares, the Option Holder shall be deemed to be
the holder of record of the Option Shares issuable upon the exercise,
notwithstanding that the stock transfer books of the Option Grantor shall
then be closed or that certificates representing such Option Shares shall
not then be actually delivered to the Option Holder. The exercise price
under the Stock Option Agreements may be paid, at the Option Holder's
election, either in cash or shares of the common stock of the Option
Holder.

The Stock Options will terminate upon the earlier of (i) the
Effective Time, (ii) the termination of the Merger Agreement pursuant to
its terms (other than a termination under circumstances which would
constitute a Trigger Event), or (iii) 180 days following any termination
of the Merger Agreement upon or during the continuance of a Trigger Event
(or, if at the expiration of such 180-day period the Stock Options cannot
be exercised by reason of any applicable judgment, decree, order, law or
regulation, ten business days after such impediment to exercise shall have
been removed or shall have become final and not subject to appeal, but in
no event under this clause (iii) later than September 30, 1997).

Notwithstanding the foregoing, no Stock Option may be exercised (a)
if the Option Holder is in material breach of any of its material
representations or warranties, or in material breach of any of its
covenants or agreements contained in the applicable Stock Option Agreement
or in the Merger Agreement, or (b) if a Trigger Payment (as defined
herein) has been paid pursuant to the applicable Stock Option Agreement or
a demand therefor has been made and not withdrawn.

Certain Repurchases and Other Payments

Under the terms of the Stock Option Agreements, at any time during
which the Stock Option is exercisable (the "Repurchase Period"), the
Option Holder has the right to require the Option Grantor to repurchase
from the Option Holder all or any portion of the Stock Option or, at any
time prior to September 30, 1997, all or any portion of the Option Shares
purchased by the Option Holder pursuant to the exercise of the Stock
Option. The amount that the Option Grantor will pay to the Option Holder
to repurchase the Stock Option is the difference between the Market/Offer
Price (as defined herein) for shares of the Option Grantor's common stock
as of the date the Option Holder gives notice of its intent to exercise
its rights (the "Notice Date") and the exercise price for the Stock
Option, multiplied by the number of Option Shares purchasable pursuant to
the Stock Option, or the portion thereof to be so repurchased, but only if
the Market/Offer Price is greater than such exercise price. The amount
that the Option Grantor will pay to the Option Holder to repurchase the
Option Shares is the exercise price paid by the Option Holder for the
Option Shares plus the difference between the Market/Offer Price and the
exercise price paid by the Option Holder for the Option Shares (but only
if the Market/Offer Price is greater than such exercise price), multiplied
by the number of Option Shares to be so repurchased. The Stock Option
Agreements define "Market/Offer Price" as the higher of (A) the price per
share (the "Offer Price") offered as of the Notice Date pursuant to any
tender or exchange offer or other offer with respect to a Business
Combination (as that term is defined in the Stock Option Agreements) which
was made prior to the Notice Date and not terminated or withdrawn as of
such date or (B) the Fair Market Value (which is defined as the average of
the last sales price for such shares on The Nasdaq Stock Market during the
ten trading days prior to the fifth trading day preceding such date) of
the Option Grantor's common stock as of the Notice Date. The Offer Price
for the repurchase by the Option Grantor of Option Shares purchased by the
Option Holder pursuant to the Option is the highest price per share
offered pursuant to a tender or exchange offer or other Business
Combination offer which was made during the Repurchase Period prior to the
Notice Date. At any time prior to September 30, 1997, the Option Holder
may also require the Option Grantor to sell to the Option Holder any
shares of the Option Holder's common stock delivered by the Option Holder
to the issuer in payment for the exercise price of the Stock Option, at
the price attributed to such shares for such purchase plus interest at the
publicly announced prime rate as published in the Wall Street Journal
(Midwest Edition) (from the date of the delivery of such shares through
the date of such repurchase) less any dividends paid or declared and
payable thereon. In addition, the Stock Option Agreements provide that in
the event during the Repurchase Period any regulatory approval or order
required for the issuance of the Stock Option by the Option Grantor
thereof or the acquisition of such Stock Option by the Option Holder has
not been obtained, the Option Holder will be entitled to demand an amount
in cash (the "Trigger Payment") from the Option Grantor. The Trigger
Payment will be equal to the product of the number of shares the Option
Holder would have been entitled to receive upon exercise of the Stock
Option if the regulatory approvals or orders had been obtained and the
difference between the Market/Offer Price determined as of the date notice
of demand for the Trigger Payment is given and the exercise price of the
Stock Option, but only if the Market/Offer Price is higher than the
exercise price. In the event the Trigger Payment is made, the Option
Holder will have no right to exercise the Stock Option.

Voting

Each party has agreed to vote, until November 13, 2001, any shares of
the capital stock of the other party acquired pursuant to the Stock Option
Agreements or otherwise beneficially owned by such party on each matter
submitted to a vote of shareholders of such other party for and against
such matter in the same proportion as the vote of all other shareholders
of such other party is voted for and against such matters.

Restrictions on Transfer

The Stock Option Agreements provide that, until November 13, 2001,
neither party may sell, assign, pledge or otherwise dispose of or transfer
the shares it acquires pursuant to the Stock Option Agreements
(collectively, the "Restricted Shares") except as described below. In
addition to the repurchase rights described above under "--Certain
Repurchases and Other Payments," subsequent to the termination of the
Merger Agreement, the parties have the right to have such shares of the
other party registered under the Securities Act of 1933 for sale in a
public offering. The Stock Option Agreements also provide that, following
the termination of the Merger Agreement, any party may sell any Restricted
Shares of the other party then held by it in response to a tender or
exchange offer approved or recommended, or otherwise determined to be fair
and in the best interests of the shareholders of the issuer of the
Restricted Shares, by a majority of the Board of Directors of the issuer
of the Restricted Shares.

SELECTED FINANCIAL DATA

The following historical financial data for the periods indicated
have been derived from the consolidated financial statements of FCB,
except for data under the heading "Selected Financial Ratios and Other
Data." The financial statements for each of the five years ended
March 31, 1996 have been audited by Wipfli Ullrich Bertelson CPAs,
independent auditors, whose report appears elsewhere in this Joint Proxy
Statement/Prospectus. See "INDEX TO FCB AND OSB FINANCIAL STATEMENTS."

<TABLE>

FCB FINANCIAL CORP.
<CAPTION>
At or For the Nine
Months Ended
December 31, At or For the Year Ended March 31,
1996 1995 1996 1995 1994 1993 1992
(Dollars in Thousands)

<S> <C> <C> <C> <C> <C> <C> <C>
Selected Financial Data
Total assets . . . . . . . . . . $268,528 $250,658 $255,660 $239,305 $196,443 $182,166 $176,463
Loans receivable-Net . . . . . . 220,655 200,844 204,897 186,807 143,385 123,486 141,509
Loans held for sale-Net . . . . . 3,561 5,103 5,161 708 10,102 17,678 8,764
Investment securities held to
maturity . . . . . . . . . . . 11,164 10,325 9,581 14,228 15,367 1,387 3,332
Mortgage-related securities
available for sale . . . . . . 6,518 7,068 6,906 -- -- -- --
Mortgage-related securities held
to maturity . . . . . . . . . 16,756 18,118 17,850 26,348 17,309 19,370 11,396
Cash and cash equivalents . . . . 3,467 2,993 4,792 4,773 4,567 15,014 5,531
Foreclosed properties and
properties subject to
foreclosure . . . . . . . . . -- -- -- -- -- 210 444
Real estate held for investment . 182 202 196 216 234 252 349
Deposit accounts . . . . . . . . 152,800 149,894 151,115 143,851 138,208 154,492 152,656
Borrowed funds . . . . . . . . . 63,400 46,550 51,900 42,400 4,000 -- --
Shareholders' equity . . . . . . 47,008 49,077 47,192 48,017 49,497 21,603 19,803

Selected Operations Data
Total interest and dividend
income . . . . . . . . . . . . $ 14,919 $ 13,594 $ 18,319 $ 15,060 $ 13,491 $ 14,133 $ 15,588
Total interest expense . . . . . 8,085 7,554 10,081 7,365 6,652 8,261 10,088
-------- -------- -------- ------- ------- ------- -------
Net interest income . . . . . 6,834 6,040 8,238 7,695 6,839 5,872 5,500
Provision for loan losses . . . . 200 150 200 36 76 368 273
-------- -------- -------- ------- ------- -------
Net interest income after
provision for loan losses . 6,634 5,890 8,038 7,659 6,763 5,504 5,227
-------- -------- -------- ------- ------- ------- -------
Gain (loss) on sale of loans and
foreclosed property-Net . . . 270 103 80 (57) 193 493 316
Other noninterest income . . . . 521 514 685 654 615 593 400
-------- -------- -------- ------- ------- ------- -------
Total noninterest income . . . 791 617 765 597 808 1,086 716
-------- -------- -------- ------- ------- ------- -------
Operating expenses:
Compensation, payroll taxes and
other employee benefits . . 1,781 1,685 2,288 2,172 1,819 1,604 1,561
Other . . . . . . . . . . . . 2,713 1,703 2,291 2,208 2,024 1,889 1,848
-------- -------- -------- ------- ------- ------- -------
Total operating expenses . . . 4,494 3,388 4,579 4,380 3,843 3,493 3,409
-------- -------- -------- ------- ------- ------- -------
Income before provision for
income taxes and cumulative
effect of change in accounting
principle . . . . . . . . . . 2,931 3,119 4,224 3,876 3,728 3,097 2,534
Provision for income taxes . . . 1,206 1,234 1,667 1,493 1,427 1,297 939
-------- -------- -------- ------- ------- ------- -------
Income before cumulative effect
of change in accounting
principle . . . . . . . . . . 1,725 1,885 2,557 2,383 2,301 1,800 1,595
Cumulative effect of change in
accounting principle . . . . . -- -- -- -- 140 -- --
-------- -------- -------- ------- ------- -------- -------
Net Income . . . . . . . . . . . $ 1,725 $ 1,885 $ 2,557 $ 2,383 $ 2,441 $ 1,800 $ 1,595
======== ======== ======== ======== ======== ======== ========
Selected Financial Ratios and
Other Data

Performance Ratios
Return on average assets . . . . 0.87% 1.03% 1.04% 1.09% 1.27% 1.00% 0.92%
Return on average equity . . . . 4.90% 5.17% 5.27% 4.90% 6.37% 8.67% 8.38%
Dividend payout ratio . . . . . . 76.06% 60.81% 59.41% 48.39% 14.29% N/A N/A
Shareholders' equity to total
assets . . . . . . . . . . . . 17.51% 19.59% 18.46% 20.07% 25.20% 11.86% 11.22%
Average shareholders' equity to
average assets . . . . . . . . 17.81% 19.89% 19.73% 22.19% 19.02% 11.55% 10.94%
Net interest spread . . . . . . . 2.73% 2.45% 2.50% 2.69% 2.86% 2.85% 2.68%
Net interest margin . . . . . . . 3.57% 3.41% 3.47% 3.62% 3.67% 3.39% 3.29%
Net interest income to operating
expenses . . . . . . . . . . . 152.08% 178.28% 179.91% 175.68% 177.96% 169.91% 162.77%
Average interest-earning assets
to average interest-bearing
liabilities . . . . . . . . . 120.30% 123.02% 122.86% 126.80% 123.30% 111.35% 110.01%

Per Share Data
Earnings per share . . . . . . . $.71 $.74 $1.01 $.93 $.79(1) N/A N/A
Dividends per share . . . . . . $.54 $.45 $ .60 $.45 $.12 N/A N/A

Asset Quality Ratios
Non-performing assets to total
assets . . . . . . . . . . . . 0.11% 0.09% 0.09% 0.11% 0.09% 0.12% 0.42%
Allowance for loan losses to
loans and foreclosed properties 0.57% 0.50% 0.51% 0.47% 0.59% 0.62% 0.34%

Facilities
Number of full-service offices . 6 6 6 6 5 5 5

_______________
(1) Earnings per share calculated as if the initial public offering took place on April 1, 1993.

</TABLE>

The following historical financial data for the periods indicated
have been derived from the consolidated financial statements of OSB,
except for data under the heading "Key Operating Ratios." The financial
statements for each of the five years ended December 31, 1996 have been
audited by Wipfli Ullrich Bertelson CPAs, independent auditors, whose
report appears elsewhere in this Joint Proxy Statement/Prospectus. See
"INDEX TO FCB AND OSB FINANCIAL STATEMENTS."

<TABLE>
<CAPTION>
OSB FINANCIAL CORP.

At or For the Year Ended December 31,
1996 1995 1994 1993 1992
(Dollars in Thousands, except per share amounts)

<S> <C> <C> <C> <C> <C>
Financial Condition Data
Total assets . . . . . . . . $255,105 $260,814 $236,511 $190,105 $192,385
Loans receivable and held for
sale, net . . . . . . . . 171,792 168,462 144,635 126,121 151,434
Mortgage-related securities . 44,336 49,838 45,689 20,505 7,710
Cash, interest bearing
deposits and investment
securities . . . . . . . . 29,961 33,552 37,158 36,475 26,067
Deposits . . . . . . . . . . 162,122 156,782 158,335 140,784 146,737
Borrowings . . . . . . . . . 55,160 64,335 38,950 7,550 4,250
Stockholders' equity . . . . 31,756 32,633 32,261 35,048 36,013

Operating Data
Interest income . . . . . . . $ 18,401 $ 17,515 $ 13,775 $ 13,366 $ 14,908
Interest expense . . . . . . 10,865 10,946 7,213 6,293 7,757
------- ------- ------- ------- -------
Net interest income . . . . . 7,536 6,569 6,562 7,073 7,151
Provision for loan losses . . 515 198 30 90 160
------- ------- ------- ------- -------
Net interest income after
provision for loan losses 7,021 6,371 6,532 6,983 6,991
Non-interest income . . . . . 789 681 718 717 639
Non-interest expense . . . . 6,109 5,477 4,658 4,041 3,823
Gains (losses) from sale of
loans, securities and other
assets . . . . . . . . . . 249 (622) 128 888 96
-------- -------- ------- ------- -------
Income before income taxes . 1,950 953 2,720 4,547 3,903
Provision for income taxes . 635 686 1,018 1,848 1,607
------- ------- ------- ------- -------
Net income before cumulative
effect of change in
accounting principle . . . 1,315 267 1,702 2,699 2,296
Cumulative effect of change
in accounting principle . -- -- -- 105 --
------- ------- ------- ------- -------
Net income . . . . . . . . . $ 1,315 $ 267 $ 1,702 $ 2,804 $ 2,296
======= ======= ======= ======= =======

Per Share Data
Earnings per share . . . . . $1.17 $0.23 $1.36 $1.94 $0.76
Dividends per share . . . . . 0.62 0.56 0.52 0.42 0.18
(In 1992, for period from
July 1-December 31)
Key Operating Ratios
Return on average assets . . 0.52% 0.11% 0.80% 1.47% 1.27%
Return on average equity . . 4.14% 0.82% 5.01% 7.71% 8.34%
Average equity to average
assets . . . . . . . . . . 12.50% 13.05% 16.13% 18.94% 15.23%
Dividend payout ratio . . . . 52.70% 242.32% 39.72% 21.47% 23.56%
(In 1992, for period from
July 1-December 31)
Net interest spread . . . . . 2.36% 2.07% 2.64% 3.02% 3.26%
Net interest margin . . . . . 3.05% 2.74% 3.28% 3.84% 4.10%
Non-interest expense to
average assets . . . . . . 2.40% 2.20% 2.24% 2.11% 2.12%
Average interest earning
assets to interest bearing
liabilities . . . . . . . 115.65% 114.62% 117.75% 123.90% 118.86%
Allowance for loan losses to
total loans at end of
period . . . . . . . . . . 0.72% 0.48% 0.44% 0.51% 0.38%
Net charge offs to average
outstanding loans during
the period . . . . . . . . 0.06% 0.01% 0.04% 0.02% 0.18%
Non-performing assets to
total assets . . . . . . . 0.22% 0.09% 0.40% 0.38% 0.87%

</TABLE>

UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION

The unaudited pro forma consolidated statements of income reflect the
historical results of operations with pro forma merger adjustments based
on the assumption that the Merger was effective as of April 1, 1995. The
unaudited pro forma consolidated statement of financial condition reflects
the historical financial position at December 31, 1996, with pro forma
merger adjustments based on the assumption that the Merger was effective
December 31, 1996. The pro forma adjustments are based on the purchase
method of accounting as described in the accompanying notes and certain
assumptions that the managements of FCB and OSB believe are reasonable
under the circumstances. The unaudited pro forma consolidated financial
statements should be read in connection with the consolidated financial
statements of FCB and OSB and related notes appearing elsewhere herein.
See "INDEX TO FCB AND OSB FINANCIAL STATEMENTS."

The unaudited pro forma consolidated statements of income for the
fiscal year ended 1996 include FCB's historical consolidated results of
operations for the fiscal year ended March 31, 1996 and OSB's historical
consolidated results of operations for the year ended December 31, 1995.
The unaudited pro forma consolidated statement of income for the nine
months ended December 31, 1996 include the historical consolidated results
of both companies during this period.

The unaudited pro forma financial information presented is for
informational purposes only and does not purport to represent what FCB's
and OSB's financial position or results of operations as of the dates
presented would have been had the Merger in fact occurred on such date or
at the beginning of the period indicated or to project FCB's and OSB's
financial position or results of operations for any future date or period.

The allocation of purchase price is preliminary and will actually be
determined on the date of acquisition as required by paragraph 93 of APB
Opinion No. 16. The following unaudited pro forma consolidated financial
statements assume the following with respect to the allocation of the
purchase price (dollars in thousands):

Purchase price:
Stock issuance - 1,622,767 shares of FCB Common Stock
issued at a value of $18.50 per share(1) $30,021
Estimated direct costs of acquisition 370
-------
Total purchase price $30,391
=======

Estimated market value of assets acquired:
OSB shareholder's equity at December 31, 1996 $31,756
Reclassification of ESOP note receivable 520(2)
Estimated mark-to-market adjustment (255)
-------

Estimated market value $32,021
=======

Estimated reduction in OSB's noncurrent assets (net of
income taxes) $ (1,630)
=======
----------------
(1) The number of shares of FCB Common Stock to be issued was computed
by multiplying the number of shares of OSB Common Stock outstanding
as of December 31, 1996 (1,160,134 shares less 48,650 shares held
by the OSB MRP which will be canceled) by the OSB Exchange Ratio.

(2) The note receivable from the ESOP is classified as contra equity
for financial statement purposes. It has been reclassified as an
asset for the purposes of the purchase accounting treatment.

PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

December 31, 1996
(Dollars In Thousands)
(Unaudited)

FCB OSB Pro forma Pro forma
Historical Historical Adjustments Combined
Assets
Cash and cash
equivalents $ 3,467 $ 3,986 $ $ 7,453
Investment securities 7,994 25,975 33,969
Mortgage-related
securities 23,274 44,336 67,610
Loans held for sale-Net 3,561 1,137 4,698
Loans receivable-Net 220,655 170,655 391,310
Office properties and
equipment 4,092 3,524 (2,717)(1) 4,899
Deferred income taxes 481 148 1,257 (1)(2) 1,886
Other assets 5,004 5,344 10,348
------- ------- ------- -------
Total assets $268,528 $255,105 $(1,460) $522,173
======= ======= ======= =======
Liabilities and
Shareholders' Equity
Deposit accounts $152,800 $162,122 $ $314,922
Borrowed funds 63,400 55,160 118,560
Other liabilities 5,320 6,067 795(2)(3) 12,182
------- ------- ------- -------
Total liabilities 221,520 223,349 795 445,664

Shareholders' equity 47,008 31,756 (2,255)(4) 76,509
------- ------- ------- -------
Total liabilities and
shareholders' equity $268,528 $255,105 $(1,460) $522,173
======= ======= ======= =======

<PAGE>
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME

(Dollars In Thousands, except Per Share Data)
(Unaudited)

FCB OSB
Year Ended Year Ended
March 31, December 31, Pro forma Pro forma
1996 1995 Adjustments Combined
Interest income:
Mortgage loans $13,818 $10,678 $ (82)(1) $24,414
Other loans 2,147 1,531 3,678
Investment
securities 422 1,850 2,272
Mortgage-related
securities 1,718 3,233 4,951
Dividends on FHLB
stock 154 181 335
Interest-bearing
deposits 60 42 102
------ ------- ------ -------
Total interest
income 18,319 17,515 (82) 35,752
------ ------- ------ -------
Interest expense:
Deposit accounts 7,703 7,708 15,411
Borrowed funds 2,378 3,238 5,616
------ ------- ------ -------
Total interest
expense 10,081 10,946 0 21,027
------ ------- ------ -------
Net interest income 8,238 6,569 (82) 14,725
Provision for loan
losses 200 198 398
------ ------- ------ -------
Net interest income
after provision
for loan losses 8,038 6,371 (82) 14,327
------ ------- ------ -------
Noninterest income:
Loan fees and
charges 370 296 666
Savings fees and
charges - net 117 210 327
Write-down equity
securities (814) (814)
Gain on sale of
loans - net 80 183 263
Other income 198 184 382
------ ------- ------ -------
Total noninterest
income 765 59 0 824
------ ------- ------ -------
Noninterest expense:
Compensation and
benefits 2,288 2,620 (375)(2) 4,533
Marketing 250 192 (100)(2) 342
Occupancy 724 648 (280)(3) 1,092
Data processing 248 323 (125)(2) 446
Federal insurance
premium 349 370 719
Other expense 720 1,324 (160)(2) 1,884
------ ------- ------ -------
Total noninterest
expense 4,579 5,477 (1,040) 9,016
------ ------- ------ -------
Income before
provision for income
taxes 4,224 953 958 6,135
Provision for income
tax 1,667 686 383(4) 2,736
------ ------- ------ -------

Net income $ 2,557 $ 267 $ 575 $ 3,399
======= ======= ====== =======
Primary earnings per
share (based on
4,155,008 weighted
average shares
outstanding) $ .82
=====
Fully diluted earnings
per share (based on
4,160,330 weighted
average shares
outstanding) $ .82
=====

<PAGE>

PRO FORMA CONSOLIDATED STATEMENTS OF INCOME

(Dollars In Thousands, Except Per Share Data)
(Unaudited)

FCB OSB
Nine Months Nine Months
Ended Ended
December 31, December 31, Pro forma Pro forma
1996 1996 Adjustments Combined

Interest income:
Mortgage loans $11,219 $ 8,015 $ (62)(1) $19,172
Other loans 2,010 2,066 4,076
Investment
securities 323 1,012 1,335
Mortgage-related
securities 1,172 2,386 3,558
Dividends on FHLB
stock 149 162 311
Interest-bearing
deposits 46 147 193
------ ------- ------ -------
Total interest
income 14,919 13,788 (62) 28,645
------ ------- ------ -------
Interest expense:
Deposit accounts 5,806 5,869 11,675
Borrowed funds 2,279 2,183 4,462
------ ------- ------ -------
Total interest
expense 8,085 8,052 0 16,137
------ ------- ------ -------
Net interest income 6,834 5,736 (62) 12,508
Provision for loan
losses 200 375 575
------ ------- ------ -------
Net interest income
after provision
for loan losses 6,634 5,361 (62) 11,933
------ ------- ------ -------
Noninterest income:
Loan fees and
charges 284 202 486
Savings fees and
charges - net 102 236 338
Gain on sale of
loans - net 270 92 362
Other income 135 125 260
------ ------- ------ -------
Total
noninterest
income 791 655 0 1,446
------ ------- ------ -------
Noninterest
expense:
Compensation and
benefits 1,781 1,942 (281)(2) 3,442
Marketing 199 170 (75)(2) 294
Occupancy 499 442 (210)(3) 731
Data processing 193 274 (94)(2) 373
Federal insurance
premium 270 287 557
Special assessment
SAIF/BIF 970 1,049 2,019
Other expense 582 624 (120)(2) 1,086
------ ------- ------ -------
Total
noninterest
expense 4,494 4,788 (780) 8,502
------ ------- ------ -------
Income before
provision for
income taxes 2,931 1,228 718 4,877
Provision for
income taxes 1,206 361 287(4) 1,854
------ ------- ------ -------
Net income $ 1,725 $ 867 $ 431 $ 3,023
====== ======= ====== =======
Primary earnings
per share (based
on 4,029,633
weighted average
shares outstanding) $ .75
=======
Fully diluted
earnings per share
(based on
4,031,500 weighted
average shares
outstanding) $ .75
=======

Notes to Pro Forma Consolidated Statements of Financial Condition

(1) Negative goodwill created as a result of the Merger is estimated at
$1,630,000, net of income taxes. The pretax impact of this
adjustment is $2,717,000 and reduces OSB's noncurrent assets (fixed
assets). The tax impact of $1,087,000 is reflected as a deferred tax
asset.

(2) Liabilities of approximately $425,000 have been reflected
representing anticipated costs for severance of terminated employees
and to discontinue certain activities of OSB. The corresponding tax
impact of $170,000 is reflected as a deferred tax asset.

(3) Estimated direct costs of the transaction of $370,000 have been
accrued as a liability.

(4) Adjustment necessary to eliminate OSB's equity accounts and reflect
the transaction's purchase price.

Notes to Pro Forma Consolidated Statements of Income

(1) Cash payments made to settle costs related to the transaction will
negatively impact interest earnings by approximately $82,000 annually
based on a projected investment rate of 7%.

(2) Identified operational cost savings have been estimated at $760,000
annually due to a reduction in duplicate personnel, services, and
other costs.

(3) Reduction in fixed assets of $2,717,000 will reduce depreciation
expense by approximately $280,000 annually based on a three-year
amortization for the portion related to furniture and equipment and a
22-year amortization of the portion related to buildings.

(4) The income tax impact is estimated at 40%.

Additional Disclosures

As a result of the Merger, 11,350 shares granted as part of the OSB
MRP will become fully vested upon consummation of the transaction. This
will result in an estimated compensation expense of $275,000 recognized in
the OSB statement of operations prior to the Merger.

Material nonrecurring costs of $225,000, net of income taxes, are
expected to be incurred within the twelve months following the
transaction. These will include costs related to the Surviving
Corporation's severance for terminated employees, cost of new signage, and
other supply-type costs.

OSB's statement of operations for the year ended December 31, 1995
includes an $814,000 charge to earnings due to the recognition of an
impairment of certain investment securities. The tax impact of this
transaction was not recognized due to the uncertainty of its utilization.

FCB's and OSB's statements of operations for the nine months ended
December 31, 1996 include consolidated charges to income of $2,019,000
before income taxes related to the mandated restoration of their deposit
insurance fund (SAIF/Bank Insurance Fund ("BIF") of the Federal Deposit
Insurance Corporation ("FDIC")).

COMPARISON OF THE RIGHTS OF SHAREHOLDERS
OF FCB COMMON STOCK AND OSB COMMON STOCK

Both FCB and OSB are incorporated under the laws of the State of
Wisconsin. Following the Merger, shareholders of OSB will hold FCB Common
Stock. Their rights will continue to be governed by the WBCL but will be
subject to the provisions of the FCB Articles of Incorporation and Bylaws.
The following is a summary comparison of certain provisions of the FCB
Articles of Incorporation and the OSB Articles of Incorporation and the
Bylaws of each of FCB and OSB. This summary does not purport to be
complete and is qualified in its entirety by reference to the WBCL, the
FCB Articles of Incorporation, the OSB Articles of Incorporation and the
Bylaws of each of FCB and OSB.

Power to Call Special Shareholders Meeting

OSB's Bylaws provide that meetings of OSB's shareholders may be
called only by a majority of the OSB Board of Directors. FCB's Bylaws
provide that special meetings of the shareholders of FCB may be called by
FCB's President or the FCB Board and shall be called at the request of
holders of at least ten percent of all the outstanding shares of FCB
Common Stock entitled to vote at the meeting.

10% Ownership Limitation

The Articles of Incorporation of both FCB and OSB provide generally,
and with certain exceptions and differences, that any beneficial owner of
10% or more of the outstanding shares of FCB Common Stock (in the case of
FCB) or 10% or more of any class of equity securities (in the case of OSB)
shall not be entitled to vote those shares which exceed the 10% limit.
The OSB Articles of Incorporation, however, provide that this restriction
only lasts for five years following OSB's conversion from mutual to stock
form, which took place in 1992. FCB's Articles of Incorporation, on the
other hand, contain no expiration date on this 10% limit. Accordingly,
holders of OSB Common Stock who would have been allowed to vote greater
than 10% of beneficially owned stock beginning in 1997 will not be able to
do so following the Merger.

Amendment of Articles of Incorporation

OSB's Articles of Incorporation provide that they may be amended,
following a proposal passed by an affirmative vote of two-thirds of the
directors then in office, by a majority of the total votes eligible to be
cast at a duly constituted meeting of shareholders called expressly for
such purposes. FCB's Articles of Incorporation allow for their amendment
in the manner provided by the WBCL. Generally, the WBCL provides that, if
a quorum exists, action on a matter other than the election of directors
is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the articles of
incorporation or the WBCL require a greater number of affirmative votes.

Additionally, both OSB's and FCB's Articles of Incorporation contain
certain paragraphs or articles which require the affirmative vote of 80%
of the outstanding shares entitled to vote in order to be amended. These
include, but are not limited to, provisions covering election and removal
of directors, shareholder meetings, amendment of bylaws and the
restrictions on voting shares beneficially owned which are in excess of
10% of the total number of shares of common stock outstanding.

Removal of Directors

OSB's Articles of Incorporation provide that directors can be removed
from their positions only for cause by an affirmative vote of 80% of the
outstanding shares of capital stock of OSB entitled to vote
generally in the election of directors cast at a meeting of shareholders
called for that purpose. Shareholders of FCB can remove directors only
for cause by an affirmative vote of a majority of the voting power of the
outstanding shares of stock of the voting group of shareholders which
elected the director to be removed.

DESCRIPTION OF FCB CAPITAL STOCK

The Articles of Incorporation of FCB authorizes the FCB Board to
issue up to 15,000,000 shares of FCB Common Stock and 5,000,000 shares of
a class designated as "Preferred Stock."

FCB Shareholders have no preemptive rights. The outstanding shares
of FCB Common Stock are fully paid and nonassessable, except as provided
by Section 180.0622(2)(b) of the WBCL. Section 180.0622(2)(b) of the WBCL
provides that shareholders of Wisconsin corporations are personally liable
up to an amount equal to the par value of shares owned by them (and to the
consideration for which shares without par value were issued) for debts
owing to employees of the corporation for services performed for such
corporation, but not exceeding six months' service in any one case. The
liability imposed by the predecessor to this statute was interpreted in a
trial court decision to extend to the original issue price for shares,
rather than the stated par value. Although affirmed by the Wisconsin
Supreme Court, the case offers no precedential value due to the fact that
the decision was affirmed by an equally divided court.

Subject to applicable provisions of the WBCL and the 10% limitation
described in "COMPARISON OF THE RIGHTS OF SHAREHOLDERS OF FCB COMMON STOCK
AND OSB COMMON STOCK," FCB shareholders are entitled to one vote for each
share held on each matter submitted to a vote of the holders of FCB Common
Stock. Cumulative voting for the election of directors is not permitted.

Subject to the prior rights of any shares of Preferred Stock that are
outstanding (of which there are none as of the date of the Registration
Statement), FCB shareholders are entitled to receive dividends as and when
declared by the FCB Board. Under the WBCL, FCB may declare and pay
dividends only if the FCB Board determines that the corporation will be
able to pay its debts in the ordinary course of business after making the
distribution.

Subject to the prior rights of the holders of any shares of Preferred
Stock that are outstanding, FCB shareholders upon liquidation or
dissolution are entitled to receive any remaining assets of FCB following
discharge of all FCB's outstanding indebtedness.

The FCB Board has the authority to issue from time to time, without
shareholder authorization, in one or more designated series, shares of
Preferred Stock with such dividend, redemption, conversion, exchange and
voting rights as are provided in the particular series, although no shares
of Preferred Stock have been issued as of the date of this Joint Proxy
Statement/Prospectus. No dividends or other distributions would be
payable on FCB Common Stock unless dividends are paid in full on any
outstanding Preferred Stock and all sinking fund obligations for the
Preferred Stock, if any, are fully funded. In the event of any
liquidation, dissolution or winding up of FCB, the outstanding shares of
Preferred Stock would have priority over the FCB Common Stock to receive
the amount specified in each particular series out of the remaining assets
of FCB. The holders of Preferred Stock would be entitled to vote as a
separate class or series under certain circumstances, regardless of any
other voting rights which such holders may have, as provided for in the
WBCL.

FCB presently has no current plans to issue any shares of Preferred
Stock. The FCB Board could, without shareholder approval, issue Preferred
Stock with voting and conversion rights that could adversely affect the
voting power of the holders of FCB Common Stock.

FCB's ability to pay dividends will depend primarily upon the ability
of its subsidiary, the Surviving Bank, to pay dividends or otherwise
transfer funds to it. Various financing arrangements and regulatory
requirements impose certain restrictions on the ability of the Surviving
Bank to transfer funds to FCB in the form of cash dividends, loans or
advances.

FCB FINANCIAL CORP.

General

FCB became the unitary savings and loan holding company for Fox
Cities upon Fox Cities' conversion from a federal mutual savings bank to a
federal stock savings bank. Fox Cities' conversion was completed on
September 23, 1993. At December 31, 1996, FCB had total consolidated
assets of approximately $269 million and consolidated shareholders equity
of approximately $47 million. Other than a loan to the FCB ESOP and
investing in securities of the same nature as Fox Cities, FCB is not
engaged in any other business activity other than holding the stock of Fox
Cities.

Fox Cities was established in 1893 under the name Twin City Building-
Loan and Savings Association as a Wisconsin-chartered mutual savings and
loan association. In June 1952, the name was changed to Twin City Savings
and Loan Association. In June 1990, Fox Cities converted to a federally-
chartered mutual savings bank and took its present name. Fox Cities
conducts its business from its main office in Neenah, Wisconsin and five
branch offices, one of which is located in Neenah, one of which is located
in Menasha, Wisconsin and three of which are located in Appleton,
Wisconsin. Fox Cities considers its primary market area to be East
Central Wisconsin (including Winnebago, Outagamie and Calumet counties).

The business of Fox Cities consists primarily of attracting savings
deposits from the general public and using those deposits, together with
other funds, to originate first mortgage loans on one-to-four-family homes
located in its market area. Fox Cities also makes commercial real estate,
five or more family residential, consumer and residential construction
loans within its market area. In addition, Fox Cities invests in
mortgage-related and short- and intermediate-term government or government
agency-backed investment securities and short-term liquid assets. Through
its wholly-owned subsidiary, Fox Cities Financial Services, Inc., Fox
Cities sells various insurance products and tax deferred annuities. Fox
Cities Financial Services, Inc. also holds a 50% limited partnership
interest in a 37-unit apartment complex providing housing for low/moderate
income and elderly persons in Menasha, Wisconsin. During the fiscal year
ended March 31, 1996, Fox Cities formed a subsidiary for the purpose of
holding a portion of Fox Cities' investment portfolio. Fox Cities
Investments, Inc., a Nevada corporation, holds a portfolio of mortgage-
related securities which are classified for accounting purposes as held to
maturity. All of the investments held by the subsidiary would be
allowable investments if held directly by Fox Cities.

Incorporation of Certain Information by Reference

Additional information concerning FCB, including certain financial
information, information regarding voting securities of FCB and principal
holders thereof, and information concerning directors and executive
officers of FCB, is included in FCB's Annual Report on Form 10-K for the
fiscal year ended March 31, 1996, and the other documents filed by FCB
with the Commission under the Exchange Act. See "INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE."

Management's Discussion and Analysis of FCB's Results of Operations and
Financial Position

Results of Operations

FCB's results of operations are dependent primarily on Fox Cities'
net interest income, which is the difference between the interest income
earned on loans, mortgage-related securities and investments and the cost
of funds, consisting of interest paid on deposits and borrowings.
Operating results are also affected to a lesser extent by loan servicing
fees, commissions on insurance sales, service charges for customer
services and gains or losses on the sale of investment securities and
loans. Operating expenses principally consist of employee compensation
and benefits, occupancy expenses, federal deposit insurance premiums and
other general and administrative expenses. Results of operations are
significantly affected by general economic and competitive conditions,
particularly changes in interest rates, government policies and actions of
regulatory authorities.

Comparison of Operating Results for the Three Months and Nine Months Ended
December 31, 1996 and 1995

Net income was $749,000 and $694,000 for the quarters ended
December 31, 1996 and 1995, respectively, and $1.7 million and $1.9
million for the nine-month periods ended on the same dates, respectively.
The increase in earnings for the quarter was driven by an increase in net
interest income and an increase in the net gain on sale of loans, which
was partially offset by increases in the provision for loan losses and
income taxes. The decrease in earnings for the nine months ended
December 31, 1996 as compared with the same period in the prior fiscal
year was primarily the result of a special one-time deposit insurance
assessment which was imposed in the quarter ended September 30, 1996. The
assessment on the thrift industry generally was made to recapitalize the
SAIF. The assessment on FCB amounted to $970,000 on a pretax basis and
reduced net income for the nine months ended December 31, 1996 by
approximately $596,000. For additional discussion of the special
assessment, see "Other Matters" below. Without the one-time charge, net
income for the nine months ended December 31, 1996 would have been $2.3
million. The earnings growth for the current year to date compared to the
comparable prior year period was driven by increases in net interest
income of $794,000 and gain on sale of loans of $167,000. The increases
in net interest income and gain on sale of loans were partially offset by
an increase in compensation, payroll taxes and other employee benefits for
the nine months ended December 31, 1996 compared to the nine months ended
December 31, 1995.

Net interest income increased from $2.1 million for the quarter
ended December 31, 1995 to $2.3 million for the quarter ended December 31,
1996, and increased to $6.8 million from $6.0 million for the nine months
ended December 31, 1996 and 1995, respectively. The increases resulted
from growth in earning assets to $261.4 million at December 31, 1996 from
$248.9 million at March 31, 1996 and $244.1 million at December 31, 1995.
The growth in earning assets was led by an increase in the loan portfolio
from $204.9 million at March 31, 1996 to $220.7 million at December 31,
1996. Loans receivable increased $19.8 million from December 31, 1995 to
December 31, 1996. Contributing to the increase in net interest income
was an increase in the net interest spread to 2.78% for the quarter ended
December 31, 1996 from 2.60% for the comparable quarter in the prior year.
The net interest margin improved to 3.60% for the quarter ended
December 31, 1996 from 3.53% for the quarter ended December 31, 1995. For
the nine months ended December 31, 1996 and 1995, the net interest spread
was 2.73% and 2.45%, respectively, and the net interest margins were 3.57%
and 3.41%, respectively. The interest spread and net interest margin
improvements continued to be driven by both greater yields on earning
assets and a lower cost of funds. Since the direction and magnitude of
future interest rate changes are not known, it is not possible for
management to estimate how such changes may impact FCB's results of
operations in the future.

The provision for loan losses increased $50,000 for both the quarter
and nine months ended December 31, 1996 over the comparable periods ended
December 31, 1995. The increase was made as a result of an increase in
the size of the loan portfolio and a change in the loan mix. For
additional discussion on the allowance for loan losses, see the "Asset
Quality" section below.

Net gain on sale of loans increased from $103,000 for the nine months
ended December 31, 1995 to $270,000 for the same period ended December 31,
1996, and increased from $59,000 to $146,000 for the three months ended
December 31, 1995 and December 31, 1996, respectively. The gains were
$163,000 and $59,000 higher for the nine months and quarter just ended,
respectively, as a result of adopting Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") No. 122.
See Note 3 of the Notes to Consolidated Financial Statements (unaudited).

Total operating expenses increased to $4.5 million for the nine
months ended December 31, 1996 from $3.4 million for the nine months
ended December 31, 1995. The increase was principally due to the special
deposit insurance assessment recorded in September 1996, which amounted to
$970,000. For additional information on the September 1996 special
assessment, see "Other Matters" below. Also contributing to the increase
for the nine-month period ended December 31, 1996 was a $96,000 increase
in compensation, payroll taxes and other employee benefits which was
primarily a result of normal salary and benefit increases.

The provision for income taxes increased from $453,000 for the
quarter ended December 31, 1995 to $589,000 for the quarter just ended.
The increase was primarily due to an increase in income before provision
for income taxes.

Comparison of Operating Results for the Years Ended March 31, 1996 and
1995

General. Net income for the fiscal year ended March 31, 1996
increased 8.3% to $2.6 million compared to the prior year amount of $2.4
million. The increase in net income was primarily attributable to an
increase of $543,000 in net interest income and an increase of $168,000 in
total noninterest income. These items were partially offset by an
increase of $164,000 in the provision for loan losses, an increase of
$199,000 in total operating expenses and an increase of $174,000 in the
provision of income taxes.

Net Interest Income. Net interest income increased to $8.2 million
in fiscal 1996 from $7.7 million in fiscal 1995. The increase was
attributable to a $3.2 million increase in total interest and dividend
income which was partially offset by an increase of $2.7 million in total
interest expense. The increase in total interest and dividend income was
related to the increase in the average outstanding balance of total
interest-earning assets to $237.7 million for fiscal 1996 from $212.6
million for fiscal 1995 and the increase in the yield on these assets to
7.71% in fiscal 1996 from 7.08% in fiscal 1995. The increase in total
interest expense resulted from an increase in the average outstanding
balance of total interest-bearing liabilities for fiscal 1996 to $193.4
million from $167.7 million for fiscal 1995 and an increase in cost of
these funds to 5.21% in fiscal 1996 from 4.39% in fiscal 1995. Further
discussion of the components of the increases in interest-earning assets
and interest-bearing liabilities is included in the Financial Condition
section below. In addition, despite the declining interest rate
environment experienced during fiscal 1996, many of FCB's assets and
liabilities which repriced in the most recent fiscal year increased in
yield and cost, respectively, when compared to their pre-adjustment rates,
which had been set during the very low interest rate environment of fiscal
1994 and early fiscal 1995.

Provision for Loan Losses. During the fiscal year ended March 31,
1996, Fox Cities' provision for loan losses increased to $200,000 from
$36,000 for the fiscal year ended March 31, 1995. In fiscal 1996,
management continued to establish loan loss allowance percentages for each
component of Fox Cities' loan portfolio based on management's judgment
regarding, among other factors, historical loss experience with respect to
the various components of Fox Cities' loan portfolio and the economic
conditions existing in Fox Cities' primary market area. The increase in
the loan loss provision for fiscal 1996 related principally to increases
in the commercial and consumer loan portfolios as described in the
Financial Condition section below. It is management's opinion that no
unusual risk factors were apparent in Fox Cities' loan portfolio and that
the general economic conditions existing in Fox Cities' primary market
area were generally more favorable than those being experienced in many
areas of the United States during fiscal 1996. There were no charge-offs
on loans in fiscal 1996 compared to $1,000 in fiscal 1995. Nonperforming
loans totalled $234,000 and $270,000 at March 31, 1996 and 1995,
respectively.

Noninterest Income. Noninterest income for fiscal 1996 totalled
$765,000 as compared to $597,000 in fiscal 1995, an increase of 28.1%.
The increase resulted primarily from the $80,000 gain on sale of loans
which FCB realized in fiscal 1996 as compared to the loss of $57,000
suffered during the prior fiscal year. The fiscal 1996 gain on sale of
loans was attributable in part to the declining interest rate environment
experienced during the majority of fiscal 1996 which allowed Fox Cities to
sell loans at a profit. Fox Cities in fiscal 1996 also reduced its loss
exposure in the sale of loans by entering into sale commitments prior to
extending credit on certain mortgage loans.

Operating Expenses. The $199,000 increase in operating expenses to
$4.6 million in fiscal 1996 from $4.4 million in fiscal 1995 resulted
primarily from increases in compensation, payroll taxes and other employee
benefits ($116,000) and occupancy expenses ($34,000). Normal salary
increases caused the above-mentioned increase in compensation, payroll
taxes and other employee benefits. The additional banking facility in
Darboy, Wisconsin (which opened in the second quarter of fiscal 1995 but
was operational during all of fiscal 1996) resulted in the increased
occupancy expenses.

Income Taxes. The provision for income taxes increased to $1.7
million in fiscal 1996 from $1.5 million in fiscal 1995. The increase of
$174,000 was primarily attributable to the increase in income before
provision for income taxes.

Comparison of Operating Results for the Years Ended March 31, 1995 and
1994

General. Net income from continuing operations for the fiscal year
ended March 31, 1995 was $2.4 million, an increase of 4.3% over the prior
fiscal year amount of $2.3 million. The fiscal year ended March 31, 1994
also included a one-time gain of $140,000 due to the cumulative effect of
a change in accounting principle which resulted in total net income of
$2.4 million for both fiscal years. Net income from continuing operations
increased between the periods primarily as a result of an increase of
$856,000 in net interest income, which more than offset a $211,000
decrease in noninterest income and a $537,000 increase in operating
expenses.

Net Interest Income. Net interest income increased by $856,000 to
$7.7 million for fiscal year 1995 from $6.8 million for fiscal year 1994.
The increase was primarily attributable to a $1.6 million increase in
total interest and dividend income which was partially offset by an
increase of $713,000 in total interest expense. These increases resulted
from the growth in total average interest-earning assets and total average
interest-bearing liabilities. Total average interest-earning assets
increased $26.4 million to $212.6 million for the fiscal year ended
March 31, 1995 from $186.2 million for the fiscal year ended March 31,
1994 and total average interest-bearing liabilities increased to $167.7
million from $151.6 million during the same time period. Fox Cities'
yield on interest-earning assets decreased to 7.08% for fiscal 1995 from
7.25% for fiscal 1994 and the rate on interest-bearing liabilities
remained constant at 4.39% resulting in a decrease in the net interest
spread to 2.69% for fiscal 1995 from 2.86% for fiscal 1994. This decrease
resulted as the declining interest rate environment experienced during
fiscal 1994 and the beginning of fiscal 1995 changed to a rising interest
rate environment. During the rising interest rate environment experienced
in fiscal 1995, Fox Cities' interest rate sensitive liabilities repriced
more quickly than its interest rate sensitive assets, resulting in a
reduction in its net interest spread.

Provision for Loan Losses. During the fiscal year ended March 31,
1995, Fox Cities' provision for loan losses decreased to $36,000 from
$76,000 for the fiscal year ended March 31, 1994. Management continued to
establish specific loan loss allowance percentages for each component of
Fox Cities' loan portfolio based on management's judgment regarding, among
other factors, historical loss experience with respect to the various
components of Fox Cities' loan portfolio and the economic conditions
existing in Fox Cities' primary market area. Charge-offs on loans
amounted to $1,000 in fiscal 1995 and $2,000 in fiscal 1994.
Nonperforming loans totaled $270,000 and $186,000 at March 31, 1995 and
1994, respectively.

Noninterest Income. Noninterest income decreased $211,000 to
$597,000 for fiscal 1995 from $808,000 in fiscal 1994. This decrease
resulted primarily from a reduction in gain on sale of loans. During
fiscal 1995, Fox Cities experienced a loss on sale of loans of $57,000
compared to a gain on sale of $180,000 in the prior fiscal year.
Reflected in the fiscal 1995 loss figure are unrealized losses of $69,000
resulting from a change in market value of loans held for sale by Fox
Cities during the rising interest rate environment.

Operating Expenses. Operating expenses increased to $4.4 million in
fiscal 1995 from $3.8 million in fiscal 1994. This increase of $537,000
resulted primarily from an increase of $353,000 in compensation, payroll
taxes and other employee benefits and an $88,000 increase in occupancy
expenses. The compensation related expense increase was the result of
general salary increases, additional staff hired for the full service
branch office that opened and became fully operational in the Darboy area
of Fox Cities in June of 1994, as well as the implementation in fiscal
1995 of American Institute of Certified Public Accountants Statement of
Position ("SOP") 93-6, "Employers' Accounting for Employee Stock Ownership
Plans." Occupancy expenses also increased as a result of the addition of
the new branch office facility.

Income Taxes. The provision for income taxes increased to $1.5
million in fiscal 1995 from $1.4 million in fiscal 1994. This increase
was primarily attributable to the increase in income before provision for
income taxes to $3.9 million in fiscal 1995 from $3.7 million in fiscal
1994.

Cumulative Effect of Change in Accounting Principle. Effective
April 1, 1993, FCB adopted Statement of Financial Accounting Standards
("SFAS") No. 109 relating to accounting for income taxes. 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 is
the result of changes in the deferred tax asset and liability.
Previously, FCB used Accounting Principles Board Opinion No. 11 which
provided for deferred income taxes arising from timing differences
resulting from income and expense items reported for financial accounting
and tax purposes in different periods. The cumulative effect of this
change in accounting principle resulted in a one-time credit to income of
$140,000 in fiscal 1994.

Changes in Financial Condition

Total Assets. Total assets increased $12.8 million to $268.5 million
at December 31, 1996 from $255.7 million at March 31, 1996. The principal
reason for the increase in total assets was an increase in net loans
receivable of $15.8 million. The growth in total assets was funded
primarily by an $11.5 million increase in borrowed funds and a $1.7
million increase in deposit accounts. Total assets increased $16.4
million, or 6.9%, from $239.3 million at March 31, 1995 to $255.7 million
at March 31, 1996. The increase resulted primarily from increases in
adjustable-rate mortgage loan and indirect consumer loan originations.
The growth in total assets was funded by an increase in borrowed funds of
$9.5 million and an increase in deposit accounts of $7.2 million.

Mortgage-Related Securities Available for Sale and Mortgage-Related
Securities Held to Maturity. Mortgage-related securities held to maturity
decreased from $17.9 million at March 31, 1996 to $16.8 million at
December 31, 1996 primarily due to principal repayments on the portfolio
of securities. These repayments have occurred ratably throughout the
fiscal year. Total mortgage-related securities decreased $1.5 million to
$24.8 million at March 31, 1996 from $26.3 million at March 31, 1995 as a
result of normal principal paydowns. In December, 1995, FCB transferred
mortgage-related securities with a book value of $7.1 million and a market
value of $7.0 million from its held to maturity portfolio to its available
for sale portfolio in accordance with a Special Report issued by the
Financial Accounting Standards Board which allowed entities on a one-time
basis to fine tune earlier decisions regarding investment classifications.
As a result, the total mortgage-related securities held at March 31, 1996
consisted of $6.9 million which are classified as available for sale and
$17.9 million which are classified as held to maturity. The held to
maturity classification at March 31, 1996 included $10.5 million of
adjustable-rate REMIC pass-through certificates which were purchased
during the first two quarters of fiscal 1995 and were funded through
borrowings from the Federal Home Loan Bank of Chicago. The interest rates
on these certificates and related borrowings adjust on a monthly basis to
the same London interbank offered rate ("LIBOR") index. However, FCB may
be subject to interest rate exposure because there are no interest rate
caps on the borrowings, while the mortgage-related securities do contain
caps. In addition, because these securities were purchased at a discount,
the interest spreads earned will vary with the actual prepayment speeds
experienced. Fluctuations in prepayment speeds are analyzed by FCB prior
to purchasing mortgage-related securities and on an ongoing basis and are
part of the overall asset/liability management strategy of FCB. All of
FCB's REMIC certificates meet the Federal Financial Institutions
Examination Council definition of low-risk securities and FCB does not
anticipate any difficulties in recovering the carrying amounts of any of
its mortgage-related securities.

Net Loans Receivable. Net loans receivable increased from $204.9
million at March 31, 1996 to $220.7 million at December 31, 1996. This
increase resulted from a combination of continued strength in the demand
for adjustable-rate mortgage loans, which are held to maturity by Fox
Cities, and increases in the commercial real estate and indirect auto loan
(auto loans which are purchased from local dealerships) portfolios. For
the nine months ended December 31, 1996, $5.9 million of commercial real
estate loans and $8.8 million of indirect auto loans were originated. The
commercial real estate portfolio increased $2.4 million from $35.9 million
at March 31, 1996 to $38.3 million at December 31, 1996. Total indirect
auto loans increased from $10.5 million at March 31, 1996 to $13.9 million
at December 31, 1996. In addition, FCB continues to hold established
levels of fixed-rate mortgage loans. Management's policy at December 31
and March 31, 1996 was to sell those marketable 15, 20 and 30 year fixed-
rate loans aggregating in excess of $31.0 million, $9.3 million and $17.2
million, respectively. These amounts have been established by management
in conjunction with FCB's asset/liability strategy. Loans receivable
increased $18.1 million to $204.9 million at March 31, 1996 from $186.8
million at March 31, 1995. This increase resulted from the strong demand
for consumer loans and adjustable-rate mortgage products which are held
for investment. In addition, during fiscal 1996 and 1995, $12.2 million
and $15.1 million of commercial real estate loans, respectively, were
originated.

Deposits. Deposits increased $7.2 million to $151.1 million at
March 31, 1996 from $143.9 million at March 31, 1995. This increase was
primarily the result of ongoing promotions, which became common within the
thrift industry, involving non-traditional term (e.g. 7-month and 16-
month) certificate accounts. To the extent FCB is required to rely on
such certificates in the future, its earnings may be negatively impacted.

Borrowed Funds. Borrowed funds increased from $51.9 million at
March 31, 1996 to $63.4 million at December 31, 1996. The increase came
from a combination of fixed rate, short-term advances and overnight
borrowings which were at interest rates that adjust daily. FCB at the Fox
Cities level increased its level of borrowed funds $9.5 million during
fiscal 1996 to bring its total borrowings to $51.9 million at March 31,
1996. These funds were borrowed during fiscal 1996 primarily to fund
increased levels of loan originations.

Shareholders' Equity. Total shareholders' equity decreased from
$47.2 million at March 31, 1996 to $47.0 million at December 31, 1996.
The decrease was primarily due to the purchase of treasury stock in
connection with a stock repurchase program adopted on March 8, 1996, under
which FCB is authorized to purchase 5% of its outstanding common stock, or
125,630 shares, over the twelve-month period beginning with the date of
adoption. At December 31, 1996, 56,000 shares had been repurchased
pursuant to this program. This program was the fourth 5% stock repurchase
program adopted by FCB since it became a public company in September
1993. FCB received prior approval from the OTS for each of the programs.
Shareholders' equity decreased $800,000 from $48.0 million at March 31,
1995 to $47.2 million at March 31, 1996. This decrease resulted primarily
from the share repurchase program completed during fiscal 1996 in which
131,530 shares of common stock were repurchased between January 29, 1996
and March 4, 1996.

Asset Quality

Loans are placed on nonaccrual status when either principal or
interest is more than 90 days past due. Interest accrued and unpaid at
the time a loan is placed on nonaccrual status is charged against interest
income. Subsequent payments are either applied to the outstanding
principal balance or recorded as interest income, depending on the
assessment of the ultimate collectibility of the loan.

Impaired loans are measured at the fair value of the expected future
cash flows at the loan's effective interest rate, the loan's observable
market price or the fair value of the collateral for loans which are
collateral dependent. Subsequent changes in the estimated value of
impaired loans are accounted for as bad debt expense.

Real estate properties acquired through or in lieu of loan
foreclosure are initially recorded at fair value at the date of
foreclosure. Subsequently, the foreclosed properties are carried at the
lower of the newly established cost or fair value less estimated selling
costs. Costs related to the development and improvement of property are
capitalized, whereas costs relating to the holding of property are
expensed.

The following table sets forth the amounts and categories of
non-performing assets in Fox Cities' loan portfolio at the dates
indicated. For all dates presented, Fox Cities had no troubled debt
restructurings (which involve forgiving a portion of interest or principal
on any loans or making loans at terms materially more favorable than those
which would be provided to other borrowers) or accruing loans more than 90
days delinquent. Foreclosed properties include assets acquired in
settlement of loans.

At
December 31, At March 31,
1996 1996 1995 1994
(In thousands)

Non-accruing loans:
One- to four-family $252 $212 $243 $178
Five or more family -- -- -- --
Commercial real estate -- -- -- --
Consumer and other 26 -- 27 8
----- ------ ----- -----
Total 278 212 270 186
----- ------ ----- -----
Foreclosed assets:
One- to four-family -- -- -- --
Five or more family -- -- -- --
Commercial real estate -- -- -- --
Repossessed assets 18 22 -- --
----- ----- ----- -----
Total 18 22 0 0
----- ----- ----- -----
Total non-performing
assets $296 $234 $270 $186
===== ===== ===== =====
Total non-performing
assets as a percentage
of total assets 0.11% 0.09% 0.11% 0.09%
==== ==== ==== ====
Allowance for loan
losses to loans and
foreclosed properties 0.57% 0.51% 0.47% 0.59%
==== ==== ==== ====

Federal regulations require that each savings institution classify
its own assets on a regular basis. On the basis of management's review of
its assets, at December 31, 1996, on a net basis, Fox Cities classified
$304,000 of its assets as special mention, $94,000 as substandard, and
$144,000 as doubtful. There were no loans classified as loss at
December 31, 1996. As of December 31, 1996, management believes that
these asset classifications were consistent with those of the OTS.

Fox Cities' loan portfolios are evaluated on a continuing basis to
determine the additions to the allowances for losses and the related
balance in the allowances. These evaluations consider several factors
including, but not limited to, general economic conditions, loan portfolio
compositions, loan delinquencies, prior loss experience, and management's
estimation of future potential losses. The evaluation of allowances for
loan losses includes a review of both known loan problems as well as a
review of potential problems based upon historical trends and ratios.
Based on management's evaluation at December 31, 1996, $100,000 in loan
loss provisions were deemed appropriate for the quarter ended December 31,
1996, and the aggregate allowance for loan losses of $1,262,000 as of such
date was determined to be adequate.

The following table sets forth an analysis of Fox Cities' allowance
for loan losses for the periods indicated.

Three Months Nine Months
Ended December 31, Ended December 31,
1996 1995 1996 1995
(In thousands)

Allowance at beginning of
period $1,164 $ 975 $1,075 $ 875
Provision for loan losses 100 50 200 150
Charge-offs:
Residential real estate -- -- -- --
Consumer (2) -- (13) --
------ ------ ------ ------
Total Charge-offs (2) 0 (13) 0
------ ------ ------ ------
Recoveries:
Residential real estate -- -- -- --
Consumer -- -- -- --
------ ------ ------ ------
Total recoveries 0 0 0 0
------ ------ ------ ------
Net charge-offs (2) 0 (13) 0
------ ------ ------ ------
Allowance at end of period $1,262 $1,025 $1,262 $1,025
====== ====== ====== ======

While management believes that the allowances are adequate and that
it uses the best information available to determine the allowance for
losses on loans, unforeseen market conditions could result in adjustments
and net earnings could be significantly affected if circumstances differ
substantially from the assumptions used in making the final determination.

Liquidity & Capital Resources

Liquidity. Fox Cities is required to maintain minimum levels of
liquid assets as defined by OTS regulations. These requirements, which
may be varied at the direction of the OTS depending upon economic
conditions and deposit flows, are based upon a percentage of the average
daily balance of an institution's net withdrawable deposit accounts and
short-term borrowings. The required ratio is currently 5.0%. On
December 31, 1996, Fox Cities' liquidity ratio, calculated in accordance
with OTS requirements, was 5.17%. In addition, according to current OTS
regulations, short-term liquid assets must constitute l.0% of the average
daily balance of net withdrawable deposit accounts and short-term
borrowings. On December 31, 1996, Fox Cities' short-term liquidity ratio
was 3.93%.

At December 31, 1996, Fox Cities had outstanding commitments to
originate mortgage loans of $3.3 million, with varying interest rates, and
had outstanding commitments to sell mortgage loans of $1.4 million. In
addition, Fox Cities had commitments to fund unused lines of credit of
$1.7 million at December 31, 1996. Management does not believe Fox Cities
will suffer any adverse consequences as a result of fulfilling these
commitments.

The following table summarizes Fox Cities' capital ratios and the
ratios required by the Financial Institution Reform, Recovery and
Enforcement Act of 1989 and implementing regulations relating thereto at
December 31, 1996:

Tangible Risk-Based
Capital Core Capital Capital
(Dollars in thousands)

Fox Cities' regulatory
percentage 14.08% 14.08% 24.14%
Required regulatory percentage 1.50 3.00 8.00
------ ------ ------
Excess regulatory percentage 12.58% 11.08% 16.14%
====== ====== ======
Fox Cities' regulatory capital $37,745 $37,745 $39,051
Required regulatory capital 4,022 8,043 12,940
------ ------ ------
Excess regulatory capital $33,723 $29,702 $26,111
====== ====== ======

FCB's primary sources of funds are deposits, borrowings, proceeds
from principal and interest payment on loans, mortgage-related securities
and investment securities and the sale of fixed-rate mortgage loans.
While borrowings and payments on loans and mortgage-related and investment
securities are a predictable source of funds, deposit flows and mortgage
loan prepayments are greatly influenced by general interest rates,
economic conditions and competition.

FCB's primary investing activity is the origination of mortgage loans
by Fox Cities. For the years ended March 31, 1996, 1995 and 1994,
mortgage loans originated totalled $69.9 million, $56.4 million and
$143.8 million, respectively. The significant decrease in mortgage loan
originations in fiscal 1996 and 1995 as compared with fiscal 1994 resulted
principally from the high level of mortgage loans refinancing which
occurred in the relatively low interest rate environment in fiscal 1994.
Mortgage loan originations have been funded primarily by principal
repayments on loans and sales of loans originated for sale, as well as
principal repayments on mortgage-related securities and borrowed funds.
The relatively low interest rates in fiscal 1994 significantly increased
the amount of principal repayments in that year. Mortgage loan repayments
were $25.9 million in fiscal 1996, $25.5 million in fiscal 1995 and
$47.5 million in fiscal 1994. Loan sales decreased to $21.7 million in
fiscal 1996 and $5.9 million in fiscal 1995 from $89.5 million in fiscal
1994 as Fox Cities sold fixed-rate loans originated in accordance with its
asset/liability management strategy. During the higher interest rate
environment experienced in fiscal 1996 and 1995, the demand for
adjustable-rate mortgage loan products, which are held for investment by
Fox Cities, increased. FCB's other major investing activity, the purchase
of mortgage-related and investment securities, amounted to $7.0 million,
$10.7 million and $19.9 million in the fiscal years ended March 31, 1996,
1995 and 1994, respectively.

Financing activities were a source of $13.0 million, $40.3 million
and $13.7 million in funds for fiscal years 1996, 1995 and 1994,
respectively. For fiscal 1996 and 1995, the major source of cash provided
by financing activities was $9.5 million and $38.4 million, respectively,
in borrowed funds, while in fiscal 1994 the major source was $26.7 million
of net cash proceeds from the sale of common shares in connection with Fox
Cities' conversion.

FCB at the Fox Cities' level is required to maintain minimum levels
of liquid assets as defined by OTS regulations. These requirements, which
may be varied at the direction of the OTS depending upon economic
conditions and deposit flows, are based on a percentage of the average
daily balance of an institution's net withdrawable deposit accounts and
short-term borrowings. The required ratio is currently 5.0%. On
March 31, 1996, Fox Cities' liquidity ratio calculated in accordance with
OTS requirements was 5.81%. In addition, according to current OTS
regulations, short-term liquid assets must constitute 1.0% of the sum of
net withdrawable deposit accounts plus short-term borrowings. On
March 31, 1996, Fox Cities' short-term liquidity ratio was 3.78%.
Management's goal is to consistently maintain liquidity levels in excess
of regulatory requirements.

FCB's most liquid assets are cash and cash equivalents, which include
highly liquid, short-term investments. The levels of these assets are
dependent on FCB's operating, financing and investing activities during
any given period. At March 31, 1996, 1995 and 1994, cash and cash
equivalents totalled $4.8 million, $4.8 million and $4.6 million,
respectively. Liquidity management for FCB is both a daily and long-term
function of its management. Excess funds are generally invested in
mortgage-related securities and government and government agency-backed
securities with varying maturities.

At March 31, 1996, FCB had commitments to originate mortgage loans of
$10.3 million, at various interest rates, and commitments to extend credit
on unused lines of credit of $1.5 million, at various interest rates.
Management does not believe FCB will suffer any material adverse
consequences as a result of fulfilling these commitments.

Capital Resources. FCB at the Fox Cities level is required to
maintain specific amounts of capital pursuant to the Financial
Institutions Reform, Recovery and Enforcement Act of 1989 and regulations
promulgated pursuant thereto. As of March 31, 1996, Fox Cities was in
compliance with all regulatory capital requirements which were effective
as of such date (as well as certain regulatory capital requirements
scheduled to be phased-in in future years), with tangible, core and
risk-based capital ratios of 14.70%, 14.70% and 25.40%, respectively.

Impact of New Accounting Pronouncements and Regulatory Policies

Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of. Effective April 1, 1996, FCB adopted FASB SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of," which requires long-lived assets and
certain intangibles to be held and used by an entity to 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 to be
reported at the lower of carrying amount or fair value less cost to sell.
Adoption of this Statement did not have a material impact on FCB's
financial condition at, or results of operations for the three months or
nine months ended, December 31, 1996.

Accounting for Mortgage Servicing Rights. Effective April 1, 1996,
FCB adopted FASB SFAS No. 122, "Accounting for Mortgage Servicing Rights,"
which amends the previously issued Statement No. 65, "Accounting for
Certain Mortgage Banking Activities." Statement No. 122 requires
recognition of mortgage servicing rights as assets however the rights are
acquired. For loans which are subsequently sold or securitized, a portion
of the cost of the loans shall be allocated to the servicing rights based
on the relative fair values of the loans and the servicing rights. The
Statement further requires assessment of the value of the capitalized
mortgage servicing rights for impairment. As a result of adopting this
Statement, FCB recorded a mortgage servicing rights ("OMSR") asset and an
additional gain on sale of loans of approximately $45,000 in the quarter
ended June 30, 1996, $59,000 in the quarter ended September 30, 1996, and
$59,000 in the quarter ended December 31, 1996. FCB is amortizing OMSR
assets over the period of estimated net servicing income. There was no
impairment of OMSRs in the quarter or nine months ended December 31, 1996.

Accounting for Stock-Based Compensation. In October, 1995, SFAS
No. 123, "Accounting for Stock-Based Compensation," was issued. SFAS
No. 123 recognizes the fair value on the date of grant of employee stock
option awards either by recognizing compensation expense or by providing
extensive new footnotes to include pro-forma disclosures of net income and
earnings per share. FCB will adopt Statement No. 123 in fiscal 1997 by
the use of expanded footnotes. As such, the adoption of the Statement
will have no effect on FCB's financial condition or results of operations.

Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities. In June 1996, the FASB issued SFAS
No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." SFAS No. 125 supersedes and amends
several previously issued FASB statements and technical bulletins,
including SFAS No. 122, as well as the consensus of several Emerging
Issues Task Forces. SFAS No. 125 provides accounting and reporting
standards for transfers and servicing of financial assets and
extinguishments of liabilities based on a financial-components approach
that focuses on control. It distinguishes transfers of financial assets
that are sales from transfers that are secured borrowings. This Statement
is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after December 31, 1996, and is
to be applied prospectively. Management believes that adoption of SFAS
No. 125 will not have a material effect on the financial condition or
results of operation of FCB.

Employers' Accounting for Employee Stock Ownership Plans. During
fiscal 1995, FCB adopted Statement of Position ("SOP") 93-6, "Employers'
Account for Employee Stock Ownership Plans." SOP 93-6 requires that
employee stock ownership plan shares committed to be released to
compensate employees be recorded as compensation expense equal to the fair
value of the shares at the time they are committed to be released, that
the difference between the cost of the shares to the employee stock
ownership plan and the fair value of the shares be credited to additional
paid-in capital, and that employee stock ownership plan shares not
committed to be released not be considered outstanding for earnings per
share computations. The effect of the implementation of the SOP was to
increase compensation expense. The effect of the additional expense on
earnings per share has been offset by the reduction in the
weighted-average number of shares outstanding. Earnings per share
increased $0.1 for the twelve months ended March 31, 1995 as a result of
adopting the SOP. The effect on earnings per share will diminish annually
as employee stock ownership plan shares are released to participants'
accounts.

Effect of Inflation and Changing Prices

The consolidated financial statements and related financial data
presented herein have been prepared in accordance with generally accepted
accounting principles which require the measurement of financial position
and operating results in terms of historical dollars, without considering
the changes in relative purchasing power of money over time due to
inflation. The primary impact of inflation on operations of FCB is
reflected in increased operating costs. Unlike most industrial companies,
virtually all the assets and liabilities of a financial institution are
monetary in nature. As a result, interest rates generally have a more
significant impact on a financial institution's performance than do
general levels of inflation. Interest rates do not necessarily move in
the same direction or to the same extent as the prices of goods and
services.

Other Matters

Deposits of Fox Cities are insured by the SAIF of the FDIC. Deposits
of commercial banks are typically insured by the BIF. The BIF previously
achieved its designated reserve ratio, and the FDIC lowered deposit
insurance premiums for most BIF insured institutions, creating a
difference in BIF and SAIF deposit insurance rates. On September 30,
1996, legislation was signed to recapitalize the SAIF through a one-time
special assessment (payable November 27, 1996) of approximately 65.7 cents
per $100 of insured deposits based on the deposit assessment base as of
March 31, 1995. As a result, FCB's federal insurance premium included in
its operating expenses for the nine months ended December 31, 1996
includes a charge of approximately $970,000 for this one time special
assessment. FCB received a partial refund of the normal SAIF premium it
paid on September 30, 1996 for the fourth calendar quarter as the premium
paid was imposed prior to passing the legislation which recapitalized the
SAIF. The refund amounted to approximately $20,000, and reduced the
premium paid on January 2, 1997.

Also as part of the legislation, effective January 1, 1997, the risk-
based assessment schedule is the same for BIF and SAIF institutions, and
the Financing Corporation ("FICO") portion of the deposit insurance annual
premium for SAIF institutions is expected to be 6.4 cents per $100 of
deposits as compared with 1.3 cents per $100 of deposits for BIF insured
institutions. Management anticipates that earnings will be favorably
impacted beginning in January 1997 as a result of lower deposit insurance
premiums. Because future deposit insurance premiums are based on Fox
Cities' future deposit assessment base, management cannot predict the
dollar amount that FCB will save on deposit insurance in future periods.

Another significant element of the above legislation is that the
federal savings association charter may no longer be available. The United
States Treasury Department is required to provide Congress with a report
regarding the development of a common charter for all depository
institutions by March 31, 1997. Assuming all charters have been converted
by January 1, 1999, it is contemplated that BIF and SAIF would be merged
on that date and pro-rata sharing of FICO premiums will begin. Changing
charters could have a significant impact on the type of operations Fox
Cities conducts since a bank charter could remove some limitations on the
type and volumes of lending, investment, and deposit activities which are
currently imposed on savings institutions. Management cannot, however,
currently predict what actual changes would be effected in the event that
Fox Cities obtained a different charter.

Provisions of other recently enacted legislation require recapture of
previously allowed tax bad debt provisions. FCB is required to recapture
its post 1987 reserves of approximately $1,067,000. The recapture
requires additional tax payments over a six-year period. The repayments
are not anticipated to have a material impact on FCB's results of
operations due to the current deferred tax implications of the allowance
for loan losses.

OSB FINANCIAL CORP.

General

OSB became the unitary savings and loan holding company for Oshkosh
Savings upon Oshkosh Savings' conversion from a state chartered mutual
savings and loan association to a federal mutual savings bank and then to
a federal stock savings bank. Oshkosh Savings' conversion was completed
on June 30, 1992. At December 31, 1996, OSB had total consolidated assets
of $255.1 million and consolidated shareholders' equity of $31.8 million.
OSB is not engaged in any other business activity other than holding the
stock of Oshkosh Savings. Accordingly, the information set forth herein,
including financial statements and related data, relates primarily
to Oshkosh Savings and its subsidiary.

Oshkosh Savings was chartered originally in 1886. The deposits of
Oshkosh Savings are insured by the FDIC under SAIF. Oshkosh Savings
conducts its business through seven full service offices located
throughout Wisconsin's "Fox River Valley."

Oshkosh Savings emphasizes the origination of permanent and
construction loans secured by one to four-family residential real estate.
To a lesser extent, it also originates multi-family residential real
estate, commercial real estate, consumer and other loans. A Business
Banking Department, which offers loans and deposit products to small
businesses and professional firms, began operating in 1995.

At December 31, 1996, Oshkosh Savings' loan portfolio totaled $171.8
million, or 67% of total assets, including $128.3 million (or 75% of total
loans) secured by first mortgages on one to four-family properties. Of
this amount, $1.1 million are loans held for sale. Loans receivable and
loans originated referred to herein include loans held for sale, unless
otherwise indicated. The loans held for sale are mortgage loan
originations typically on terms of 15 years or longer.

The executive offices of OSB and Oshkosh Savings are located at 420
South Koeller Street, Oshkosh, Wisconsin, and the telephone number is
(414) 236-3680.

Incorporation of Certain Information by Reference

Additional information concerning OSB, including certain financial
information, information regarding voting securities of OSB and principal
holders thereof, and information concerning directors and executive
officers of OSB, is included in OSB's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 and the other documents filed by OSB
with the Commission under the Exchange Act. See "INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE."

Management's Discussion and Analysis of OSB's Results of Operations and
Financial Position

General

Management's discussion and analysis of financial condition and
results of operations is intended to assist in understanding the financial
condition and results of operations of OSB and Oshkosh Savings. The
information contained in this section should be read in conjunction with
OSB's Consolidated Financial Statements and the notes thereto.

Results of Operations

The operating results of Oshkosh Savings depend primarily on its net
interest income, which is the difference between interest income on
interest-earning assets, primarily loans and securities available for
sale, and interest expense on interest-bearing liabilities, primarily
deposits and borrowings. Oshkosh Savings' net income also is affected by
the establishment of provisions for loan losses and the level of its other
income, including fees on loans sold, deposit service charges, real estate
activities, gains or losses from the sale of assets, as well as its other
operating expenses and income tax provisions.

Fiscal Year Ended December 31, 1996 Compared to December 31, 1995

Net income for the year ended December 31, 1996 totaled $1.3 million,
or $1.17 per share. This compares with net income of $267,000, or $.23
per share for 1995. The table below presents an analysis of net income
and the effects of non-recurring charges on net income for each year, with
a discussion following.

1996 1995 $ Change % Change

(dollars in thousands)

Total interest and dividend
income $18,401 $17,515 $886 5.06%
Total interest expense 10,865 10,946 (81) -0.74%
------ ------- ------

Net interest income 7,536 6,569 967 14.72%

Provision for loan losses 515 198 317 160.10%
------ ------- -------
Net Interest income after
provision for loan losses 7,021 6,371 650 10.20%

Non-interest income 790 681 109 16.01%

Non-interest expense 5,059 5,262 (203) -3.86%

Gains on sale of assets 248 192 56 29.17%
------- ------- -------
Pre-tax income before
non-recurring charges 3,000 1,982 1,018 51.36%

Income tax expense 1,011 768 243 31.64%
------- ------- -------
Net income before
non-recurring charges 1,989 1,214

Non-recurring charges (see
text for detail) - net of
tax 674 947 775 63.84%
------ ------

Net income $ 1,315 $ 267
====== ======

OSB's core earnings (net income before non-recurring charges)
increased $775,000. This was primarily the result of an increase of
approximately $1 million in net interest income, partially offset by an
additional $317,000 provision for loan losses and $243,000 in income tax
expense. The increase in net interest income is primarily the result of
an improvement in the interest rate spread from 2.06% for the year 1995 to
2.36% in 1996.

The yield on interest-earning assets increased from 7.26% for 1995 to
7.45% for 1996. This was primarily the result of an increased emphasis on
higher yielding commercial and consumer loans, rather than mortgage loans.
Commercial and consumer loans increased to 21.2% of the total loan
portfolio as of December 31, 1996, from 15% of the total portfolio at
December 31, 1995. The yield on the commercial and consumer loans was
9.37% for 1996, compared to 7.63% for the same period on the mortgage loan
portfolio. The other key factor in improving the interest rate spread was
a decrease in the cost of borrowed funds from 6.11% in 1995 to 5.65% in
1996.

The provision for loan losses increased from $198,000 for the year
1995 to $515,000 in 1996. This is due primarily to the increased emphasis
on commercial and consumer loan origination. These loans carry more
credit risk than real estate mortgage loans. The allowance for loan
losses of $1.2 million at December 31, 1996 equals 0.72% of loans
receivable, compared to $810,000 and 0.48%, respectively, at December 31,
1995. Non-performing assets at the end of 1996 were $567,000, or 0.22% of
total assets, versus $228,000, or 0.09% of assets, at the end of 1995.

The increase in provision for income taxes is due to the higher pre-
tax earnings.

The non-recurring charge in 1996 was a one-time special assessment by
the FDIC of $1.05 million. Deposits of Oshkosh Savings are currently
insured by the FDIC under the SAIF. The FDIC also maintains the BIF,
which primarily insures commercial banks. A disparity existed in premium
costs between the BIF and SAIF funds, with nearly 92% of BIF insured banks
paying the statutory annual minimum of $2,000, while SAIF institutions
paid premiums based on a schedule of $.23 to $.31 per $100 of deposits.

On September 30, 1996, President Clinton signed the Deposit Insurance
Funds Act of 1996 ("DIFA"), which included the thrift fund rescue and
relief package. Key elements of DIFA include:

1) One-time special assessment to capitalize the SAIF of 65.7 basis
points, based on March 31, 1995 deposits. The one-time
assessment was charged in the third quarter 1996 and paid in
November. The after-tax effect is $674,000, or $.60 per share.
2) From 1997 through 1999, SAIF members will pay annual premiums
estimated to be 6.7 basis points, while BIF members pay an
estimated 1.3 basis points.
3) SAIF and BIF will be merged on January 1, 1999, provided no
savings associations exist on that day.
4) DIFA also provides a number of important changes to reduce the
regulatory burden on all financial institutions.

The non-recurring charge in 1995 was a fourth quarter after-tax
charge of $947,000. This charge included the write-down of $814,000 for
other than temporary loss of value in the mutual fund portfolio, $120,000
for costs associated with a review and analysis of the investment
portfolio, and $95,000 related to changes in accounting practices, offset
by $82,000 in income tax benefits. There was no income tax benefit
recognized on the $814,000 write-down of mutual funds. The loss incurred
on the sale of mutual funds is a capital loss. Such losses are deductible
only to the extent of capital gains. The losses may be carried forward
for five years to offset future capital gains. Capital gains are realized
by the sale of capital assets, which include marketable equity securities,
property held for investment, branches, or investment securities held by a
subsidiary of the bank. There can be no assurance that OSB will generate
capital gains in the future to offset this capital loss.

Fiscal Year Ended December 31, 1995 Compared to December 31, 1994

Net income declined to $267,000 in 1995, from $1.7 million in 1994.
This resulted in a drop in earnings per share from $1.36 in 1994 to $.23
in 1995. The table below shows the basic elements of the decline, with a
discussion following:

STATEMENT OF INCOME HIGHLIGHTS
($ IN THOUSANDS) 1995 1994 $ Change % Change

Interest and dividend income
Mortgage loans $10,678 $8,460 $2,218 26.2%
Other loans 1,531 906 625 69.0%
Mortgage-related securities 3,233 2,278 955 41.9%
Other interest and dividend
income 2,073 2,131 (58) -2.7%
------ ------ ------
Total interest and dividend
income 17,515 13,775 3,740 27.2%
------ ------ ------
Interest Expense
Deposit accounts 7,708 5,876 1,832 31.2%
Borrowed funds 3,238 1,337 1,900 142.1%
------ ------ ------
Total interest expense 10,946 7,213 3,732 51.7%
------ ------ ------
Net interest income 6,569 6,562 8 0.1%

Provision for loan losses 198 30 168 560.0%
------ ------ ------
Net interest income after
provision for
loan losses 6,371 6,532 (160) -2.4%
------ ------ ------

Gain (loss) on sale of assets (622) 128 (750) -585.6%
Other noninterest income 681 719 (38) -5.3%
------ ------ -------

Total noninterest income 59 847 (788) -93.0%
------ ------ -------

Total operating expenses 5,477 4,659 818 17.6%
------ ------ -------

Income before taxes 953 2,720 (1,767) -64.9%
Provision for income taxes 686 1,018 (332) -32.6%
------ ------ -------

Net Income $ 267 $ 1,702 ($ 1,435) -84.3%
====== ====== =======

The big reason for the decrease in net income was a fourth quarter
charge of $947,000. This charge included a write-down of $814,000 for
other than temporary loss of value in the mutual fund portfolio, $120,000
for costs associated with a review and analysis of the investment
portfolio, and $95,000 related to changes in accounting practices, offset
by $82,000 in income tax benefits.

There was no income tax benefit recognized on the $814,000 write-down
of the mutual funds. A loss incurred on the sale of a mutual fund is a
capital loss. Capital losses are deductible only to the extent of capital
gains. The losses may be carried forward for five years to offset future
capital gains. Capital gains are realized by the sale of capital assets,
which include marketable equity securities, property held for investment,
branches, or investment securities held by a related entity of Oshkosh
Savings. There can be no assurance that OSB will generate capital gains
in the next five years. However, management will analyze future
opportunities that could generate capital gains.

Net interest income was virtually unchanged between the two years, as
both total interest and dividend income and total interest expense
increased significantly. Mortgage loan interest income increased by $2.2
million in 1995, primarily due to an increase in volume. The yield on
mortgage loans declined slightly, from 7.66% in 1994 to 7.58% in 1995.
But the yield increased steadily over the last six months of the year, and
the weighted average yield at December 31, 1995 was 7.71%.

Interest income on mortgage-related securities increased by $1.0
million, or 41.9%. Throughout 1994, Oshkosh Savings purchased $31.9
million of these securities. The increase in 1995 represents a full
year's earnings on the securities purchased in 1994.

Interest on other loans increased by $625,000 in 1995. This is the
result of an increase in volume related to Oshkosh Savings' emphasis on
commercial loans and second mortgage and home equity line of credit loans
in 1995. These loans provide higher yields than other alternatives,
typically at prime rate and above.

Interest expense on borrowed funds increased by $1.9 million in 1995.
This is due primarily to the increase of $25.4 million in borrowed funds
from December 31, 1994 to December 31, 1995. Also, the costs of borrowed
funds increased from 4.90% in 1994 to 6.11% in 1995.

Interest expense on deposit accounts increased by $1.8 million in
1995. Since there was little change in deposit balances, the change is a
result of an increase in costs of deposits from 4.12% in 1994 to 4.89% in
1995.

The provision for loan losses increased from $30,000 in 1994 to
$198,000 in 1995. This is the result of the increase in the loans
receivable portfolio. Also, the entry into the relatively riskier loan
types, namely commercial and consumer loans, contributed to the increase.
General loss reserves as of December 31, 1995, were $810,000, or 0.48% of
total loans receivable. This compares to the December 31, 1994 balance of
$633,000, or 0.44% of total loans at that time. Non-performing assets
were 0.09% of total assets at December 31, 1995, compared to 0.41% a year
earlier.

Ignoring the effect of fourth quarter charges, results of core
operations in 1995 would have been:

Twelve Months
Ended
December 31,

1995 1994 $ Change % Change
(dollars in thousands)
Net Interest Income After
Provision for Loan Losses $6,371 $6,532 ($161) -2.46%
Non-interest Income 681 718 (37) -5.15%
Non-interest Expense 5,262 4,658 604 12.97%
Gains on Sale of Assets 192 128 64 50.00%
------ ------ ------
Pre-tax Income 1,982 2,720 (738) -27.13%

Income Tax Expense 768 1,018 (250) -24.56%
------ ------ ------
Net Income $1,214 $1,702 ($488) -28.67%
====== ====== =======

Noninterest expenses increased by $604,000 in 1995, or 12.97%. Of
this amount, $250,000 was for personnel costs for the first full year of
operation for branch offices in Ripon and Wautoma, and the Business
Banking Department. The Ripon branch opened in March 1994. The Wautoma
branch opened in August 1994. The vice president of business banking was
hired in July 1994, with the rest of his staff added in late 1994.
Approximately $100,000 of the increase was related to the retirement of a
senior officer in July 1995. The balance of the increase was due to
normal increases in costs of doing business.

Financial Condition

Assets decreased from $260.8 million at December 31, 1995 to $255.1
million at December 31, 1996, a decrease of 2.19%. The table below
indicates the areas of change.

As of December 31,

$ in Millions 1996 1995 $ Change % Change

Assets
Investment securities
available for sale $ 70.3 $ 79.6 ($9.3) -11.68%
Loans held for sale 1.1 3.0 (1.9) -63.33%
Loans receivable 170.7 165.4 5.3 3.20%
Other Assets 13.0 12.8 0.2 1.56%
------ ------

TOTAL ASSETS $255.1 $260.8 (5.7) -2.19%
====== ======
Liabilities and
Stockholders' Equity
Deposit accounts 162.1 156.8 5.3 3.38%
Borrowed funds 55.2 64.3 (9.1) -14.15%
Other liabilities 6.0 7.1 (1.1) -15.49%
Stockholders' equity
before treasury stock 40.2 39.4 0.8 2.03%
Treasury stock (8.4) (6.8) (1.6) 23.53%
------- ------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $255.1 $260.8 ($5.7) -2.19%
====== ======

The decrease in investment securities available for sale of $9.3
million is primarily the result of the sale of mutual fund investments.
As mentioned previously, a charge of $814,000 was taken against these
funds in 1995 because of an other than temporary loss in market value.
After the markdown, the funds were sold, primarily in early 1996 at a
slight gain. Oshkosh Savings has a balance of $890,000 remaining in
mutual funds as of December 31, 1996. With the funds generated from the
sale of the mutual funds, Oshkosh Savings paid off borrowed funds as the
opportunity arose during the course of 1996. The balance in borrowed
funds decreased from $64.3 million at December 31, 1995 to $55.2 million
at the end of 1996, a decrease of just over $9 million. The cost of the
borrowings also decreased from 6.11% in 1995 to 5.65% in 1996.

As shown above, loans receivable increased by $5.3 million from
December 31, 1995 to December 31, 1996. As mentioned previously, the
effort was made to diversify the loan portfolio by emphasizing origination
of commercial and consumer loans. The result was a $6.8 million increase
in commercial loan balances and a $4.7 million increase in consumer loans.
The bulk of the increase in consumer loans was in home equity lines of
credit and second mortgages.

The mortgage loan portfolio decreased by $6.2 million from the end of
1995 to December 31, 1996. In order to manage interest rate risk, Oshkosh
Savings sells into the secondary market various fixed rate mortgage loans
typically on terms of 15 years or greater. With relatively low fixed rate
mortgage rates during much of 1996, demand for this type of loan was
strong. Oshkosh Savings originated $17.4 million of long term fixed rate
mortgage loans in 1996, and sold $19.3 million of such loans into the
secondary market. The difference resulted in the $1.9 million decrease in
balances in loans held for sale at the respective year ends.

Deposit account balances increased by $5.3 million, or 3.38%, during
the course of 1996. The primary area of growth was the Money Market Index
account, which was introduced in late 1995. Balances in this account grew
to $15.3 million as of December 31, 1996. The cost of funds for deposits
remained constant at 4.89% for both 1995 and 1996.

In 1996, as part of its stock buyback plans, OSB purchased 67,368
shares of its common stock on the open market at a total cost of $1.6
million, or an average of $23.77 per share. OSB still has authorization
to purchase an additional 47,474 shares.

Liquidity and Capital Resources

Oshkosh Savings' primary sources of funds are deposits, Federal Home
Loan Bank of Chicago advances, principal and interest payments on loans,
securities available for sale and securities to be held to maturity, and
sale of fixed rate mortgage loans. The table shows these sources from
year to year:

($ in Millions)
1996 1995 1994
Net Deposits $ 5.3 ($ 1.6) $ 17.5
FHLB advances (9.2) 25.6 31.4
Loan principal payments 51.4 49.2 37.5
Principal payments and
maturities on securities 8.1 7.9 7.0
Proceeds from loan sales 19.6 9.7 19.6
Interest income received 18.5 17.5 14.0
----- ----- -----
$93.7 $108.1 $127.0
===== ===== =====

The primary investing activity of Oshkosh Savings is the origination
of loans. Loan originations were $74.1 million, $78.9 million, and
$75.7 million for the years ended December 31, 1996, 1995 and 1994,
respectively. Other investment activities include the purchase of
securities available for sale and securities to be held to maturity.
Purchases were $10.0 million, $4.3 million, and $39.0 million for the
three years, respectively.

Both the sources of funds and investment opportunities are dependent
upon factors such as the interest rate environment, general economic
condition, and competition. Oshkosh Savings considers these factors in
pricing loan and deposit products, and in making investment decisions.

The OTS requires a savings institution to maintain an average daily
balance of liquid assets (cash and eligible investments) equal to at least
5% of the average daily balance of its net withdrawable deposits and
short-term borrowings. In addition, short-term liquid assets currently
must constitute 1% of the sum of net withdrawable deposit accounts plus
short-term borrowings. Oshkosh Savings consistently maintains liquidity
levels in excess of regulatory requirements.

Oshkosh Savings is required to maintain specific amounts of capital
pursuant to the Financial Institutions Reform, Recovery, and Enforcement
Act of 1989 and regulations promulgated pursuant thereto. As of
December 31, 1996 Oshkosh Savings was in compliance with all regulatory
capital requirements which were effective as of such date, with tangible,
core and risk-based capital ratios of 10.8%, 10.8% and 22.4%,
respectively. Requirements are 1.5%, 3.0% and 8.0%, respectively.

Effect of Inflation and Changing Prices

The Consolidated Financial Statements and related financial data
presented herein have been prepared in accordance with GAAP which require
the measurement of financial position and operating results in terms of
historical dollars, without considering the changes in relative purchasing
power of money over time due to inflation. The primary impact of
inflation on operations of Oshkosh Savings is reflected in increased
operating costs. Unlike most industrial companies, virtually all the
assets and liabilities of a financial institution are monetary in nature.
As a result, interest rates generally have a more significant impact on a
financial institution's performance than do general levels of inflation.
Interest rates do not necessarily move in the same direction or to the
same extent as the prices of goods and services.

Future Accounting Changes

The FASB issued SFAS No. 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities" in June 1996.
SFAS No. 125 provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities. The
standards are based on consistent application of a financial-components
approach that focuses on control. Under the financial-components
approach, an entity recognizes the financial and servicing assets it
controls and the liabilities it has incurred after a transfer of financial
assets. In addition, the entity does not recognize financial assets when
control has been surrendered and does not recognize liabilities when
extinguished. This statement is required to be adopted by OSB for
transfers and servicing of financial assets and extinguishments of
liabilities occurring after December 31, 1996.

In December 1996, the FASB issued SFAS No. 127, "Deferral of the
Effective Date of Certain Provisions of FASB Statement No. 125." This
statement defers implementation of certain provisions of SFAS No. 125 for
one year. Adoption of SFAS No. 127 is not anticipated to have a
significant impact on OSB's financial condition or results of operations
once implemented.

LEGAL MATTERS

Foley & Lardner, Milwaukee, Wisconsin, will pass upon the legality of
the shares of FCB Common Stock to be issued in the Merger.

EXPERTS

The consolidated financial statements of FCB at March 31, 1996 and
1995, and for each of the years in the three-year period ended March 31,
1996, appearing in this Joint Proxy Statement/Prospectus have been audited
by Wipfli Ullrich Bertelson CPAs, independent auditors, as set forth in
their report appearing elsewhere herein, and are included herein in
reliance upon such report given upon the authority of such firm as experts
in auditing and accounting.

The consolidated financial statements of OSB at December 31, 1996 and
1995, and for each of the years in the three-year period ended
December 31, 1996, appearing in this Joint Proxy Statement/Prospectus have
been audited by Wipfli Ullrich Bertelson LLP, independent auditors, as set
forth in their report appearing elsewhere herein, and are included herein
in reliance upon such report given upon the authority of such firm as
experts in auditing and accounting.

SHAREHOLDER PROPOSALS

Pursuant to Rule 14a-8 under the Exchange Act, FCB shareholders may
present proper proposals for inclusion in FCB's proxy statement and for
consideration at the next annual meeting of its shareholders by submitting
their proposals to FCB in a timely manner. As noted in FCB's proxy
statement relating to the 1996 annual meeting of FCB shareholders, in
order to be so included for the 1997 annual meeting, shareholder proposals
must have been received by FCB no later than February 19, 1997. In
addition, a shareholder who otherwise intends to present business at the
1997 annual meeting must comply with the requirements set forth in FCB's
Bylaws. Among other things, to bring business before an annual meeting, a
shareholder must give written notice thereof to the Secretary of FCB in
advance of the meeting and in compliance with the terms and within the
time period specified in the Bylaws.

Pursuant to Rule 14a-8 under the Exchange Act, OSB shareholders may
present proper proposals for inclusion in OSB's proxy statement and for
consideration at the next annual meeting of its shareholders by submitting
their proposals to OSB in a timely manner. As noted in OSB's proxy
statement relating to the 1996 annual meeting of OSB's shareholders, in
order to be so included for the 1997 annual meeting shareholder proposals
must have been received by OSB no later than November 22, 1996.

INDEX TO FCB AND OSB CONSOLIDATED FINANCIAL STATEMENTS

FCB Financial Corp.
Consolidated Financial Statements as of and for the
periods ended December 31, 1996 (Unaudited) and
March 31, 1996 and 1995

Independent Auditors' Report . . . . . . . . . . . . . . . . . . II-2

Consolidated Statements of Financial Condition as
of March 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . . II-3

Consolidated Statements of Income for the Years
Ended March 31, 1996, 1995 and 1994 . . . . . . . . . . . . . . . II-5

Consolidated Statements of Shareholders' Equity for
the Years Ended March 31, 1996, 1995 and 1994 . . . . . . . . . . II-7

Consolidated Statements of Cash Flows for the Years
Ended March 31, 1996, 1995 and 1994 . . . . . . . . . . . . . . . II-8

Notes to Consolidated Financial Statements . . . . . . . . . . II-11

Consolidated Statements of Financial Condition as
of December 31, 1996 and March 31, 1996 (Unaudited) . . . . . II-40

Consolidated Statements of Income for the Three Months
and the Nine Months Ended December 31, 1996 and
1995 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . II-42

Consolidated Statements of Shareholders' Equity for
the Nine Months Ended December 31, 1996 and
1995 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . II-43

Consolidated Statements of Cash Flows for the Three
Months and the Nine Months Ended December 31, 1996
and 1995 (Unaudited) . . . . . . . . . . . . . . . . . . . . . II-44

Notes to Unaudited Consolidated Financial Statements . . . . . II-45

OSB Financial Corp.
Consolidated Financial Statements as of and for the
periods ended December 31, 1996 and 1995

Independent Auditors' Report . . . . . . . . . . . . . . . . . II-47

Consolidated Statements of Financial Condition as
of December 31, 1996 and 1995 . . . . . . . . . . . . . . . . . II-48

Consolidated Statements of Income for the Years Ended
December 31, 1996, 1995 and 1994 . . . . . . . . . . . . . . . II-49

Consolidated Statements of Stockholders' Equity for
the Years Ended December 31, 1996, 1995 and 1994 . . . . . . . II-50

Consolidated Statements of Cash Flows for the
Years Ended December 31, 1996, 1995 and 1994 . . . . . . . . . II-51

Notes to Consolidated Financial Statements . . . . . . . . . . II-52

<PAGE>

INDEPENDENT AUDITOR'S REPORT

Board of Directors and Shareholders
FCB Financial Corp.
Neenah, Wisconsin

We have audited the accompanying consolidated statements of financial
condition of FCB Financial Corp. and Subsidiaries as of March 31, 1996 and
1995, and the related consolidated statements of income, shareholders'
equity, and cash flows for each of the three years in the period ended
March 31, 1996. These financial statements are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits 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 audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial condition of FCB
Financial Corp. and Subsidiaries at March 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the three
years in the period ended March 31, 1996, in conformity with generally
accepted accounting principles.

/s/ Wipfli Ullrich Bertelson CPAs
Certified Public Accountants

April 17, 1996
Green Bay, Wisconsin

<PAGE>
FCB FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
March 31, 1996 and 1995
(Dollars In Thousands)

ASSETS
1996 1995

Cash $ 475 $ 453
Interest-bearing deposits 4,317 4,320
-------- --------
Cash and cash equivalents 4,792 4,773

Investment securities held to maturity
(estimated fair value of $6,965 and
$11,799 at March 31, 1996 and 1995,
respectively) 6,986 11,993
Mortgage-related securities available for
sale, at fair value 6,906 0
Mortgage-related securities held to
maturity (estimated fair value of $17,986
and $26,049 at March 31, 1996 and 1995,
respectively) 17,850 26,348
Investment in Federal Home Loan Bank stock,
at cost 2,595 2,235
Loans held for sale - Net of unrealized
loss of $101 and $4 at March 31, 1996 and
1995, respectively 5,161 708
Loans receivable - Net 204,897 186,807
Real estate held for investment 196 216
Interest receivable on loans 1,167 1,005
Interest receivable - Other 228 264
Office properties and equipment 4,211 4,430
Prepaid expenses and other assets 267 299
Deferred income taxes 404 227
-------- --------
TOTAL ASSETS $255,660 $239,305
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposit accounts $151,115 $143,851
Borrowed funds 51,900 42,400
Advance payments by borrowers for
taxes and insurance 2,410 2,465
Accrued and other liabilities:
Interest 949 806
Other 1,545 1,412
Dividends payable 360 299
Accrued income taxes 189 55
-------- --------
Total liabilities $208,468 $191,288
-------- --------
Commitments and contingencies (See Note 15)

Shareholders' equity:
Common stock - $.01 par value
Authorized - 15,000,000 shares
Issued - 2,909,500 shares at
March 31, 1996 and 1995 29 29
Additional paid-in capital 28,693 28,526
Retained earnings - Substantially restricted 25,930 24,916
Unrealized loss on securities available
for sale - Net of tax (26) 0
Unearned compensation - ESOP (1,118) (1,361)
-------- --------
Totals 53,508 52,110
Less - 396,886 and 277,856 shares of
treasury common stock, at cost, at
March 31, 1996 and 1995, respectively (6,316) (4,093)
-------- --------
Total shareholders' equity 47,192 48,017
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $255,660 $239,305
======== ========

See accompanying notes to consolidated financial statements.

<PAGE>
FCB FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
Years Ended March 31, 1996, 1995, and 1994
(Dollars In Thousands, Except Per Share Amounts)

1996 1995 1994
Interest and dividend income:
Mortgage loans $13,818 $11,660 $11,024
Other loans 2,147 1,302 955
Investment securities 422 572 211
Mortgage-related securities 1,718 1,387 947
Dividends on stock in Federal
Home Loan Bank 154 103 82
Interest-bearing deposits 60 36 272
------- ------- -------
Total interest and dividend income 18,319 15,060 13,491
------- ------- -------
Interest expense:
Deposit accounts 7,703 5,950 6,648
Borrowed funds 2,378 1,415 4
------- ------- -------
Total interest expense 10,081 7,365 6,652
------- ------- -------
Net interest income 8,238 7,695 6,839
Provision for loan losses 200 36 76
------- ------- -------
Net interest income after
provision for loan losses 8,038 7,659 6,763
------- ------- -------
Noninterest income:
Loan fees and charges 370 359 327
Savings fees and charges - Net 117 102 97
Gain (loss) on sale of loans - Net 80 (57) 180
Gain on sale of foreclosed property - - 13
Other income 198 193 191
------- ------- -------
Total noninterest income 765 597 808
------- ------- -------
Operating expenses:
Compensation, payroll taxes and
other employee benefits 2,288 2,172 1,819
Marketing 250 277 222
Occupancy 724 690 602
Data processing 248 225 225
Federal insurance premiums 349 331 323
Other 720 685 652
------- ------- -------
Total operating expenses 4,579 4,380 3,843
------- ------- -------
Income before provision for income
taxes and cumulative effect of
change in accounting principle 4,224 3,876 3,728
Provision for income taxes 1,667 1,493 1,427
------- ------- -------
Income before cumulative effect of
change in accounting principle 2,557 2,383 2,301
Cumulative effect of change in
accounting principle - Initial
adoption of Statement of Financial
Accounting Standards No. 109,
"Accounting for Income Taxes" - - 140
------- ------- -------
Net income $ 2,557 $ 2,383 $ 2,441
======= ======= =======
Earnings per share before cumulative
effect of change in accounting principle $ 1.01 $ .93 $ .79
Earnings per share on cumulative effect
of change in accounting principle - - .05
------- ------- -------
Total earnings per share $ 1.01 $ .93 $ .84
======= ======= =======
Cash dividends declared per share $ .60 $ .45 $ .12
======= ======= =======

See accompanying notes to consolidated financial statements.

<PAGE>

<TABLE>
FCB FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Years Ended March 31, 1996, 1995, and 1994
(Dollars In Thousands, Except Per Share Amounts)

<CAPTION>
Unrealized Losses
Additional on Securities Unearned Treasury
Common Paid-In Retained Available For Compensation- Common
Stock Capital Earnings Sale, Net of Tax ESOP Stock Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1993 $ -- $ -- $21,603 $ -- $ -- $ -- $21,603

Net proceeds from sale of stock 29 28,421 -- -- (1,800) -- 26,650
Net income for 1994 -- -- 2,441 -- -- -- 2,441
Cash dividends declared ($.12
per share) -- -- (344) -- -- -- (344)
Repayment on ESOP borrowing -- -- -- -- 194 -- 194
Purchase of treasury common
stock - 75,500 shares -- -- -- -- -- (1,047) (1,047)
----- ------- ------- ---- ------- ------ -------
Balance at March 31, 1994 29 28,421 23,700 -- (1,606) (1,047) 49,497

Net income for 1995 -- -- 2,383 -- -- -- 2,383
Cash dividends declared ($.45
per share) -- -- (1,142) -- -- -- (1,142)
Amortization of unearned
compensation - ESOP -- 105 -- -- 245 -- 350
Exercise of stock options -
5,819 treasury common shares -- -- (25) -- -- 84 59
Purchase of treasury common
stock - 208,175 shares -- -- -- -- -- (3,130) (3,130)
----- ------- ------- ---- ------- ------ -------
Balance at March 31, 1995 29 28,526 24,916 -- (1,361) (4,093) 48,017

Net income for 1996 -- -- 2,557 -- -- -- 2,557
Cash dividends declared ($.60
per share) -- -- (1,484) -- -- -- (1,484)
Amortization of unearned
compensation - ESOP -- 167 -- -- 243 -- 410
Increase in unrealized losses
on securities available for
sale - Net of tax -- -- -- (26) -- -- (26)
Exercise of stock options -
12,500 treasury common shares -- -- (59) -- -- 184 125
Purchase of treasury common
stock - 131,530 shares -- -- -- -- -- (2,407) (2,407)
----- ------- ------- ---- ------ ------- -------
Balance at March 31, 1996 $ 29 $28,693 $25,930 $ (26) $(1,118) $(6,316) $47,192
===== ======= ======= ===== ======= ======= =======

See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>
FCB FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended March 31, 1996, 1995, and 1994
(Dollars In Thousands)

1996 1995 1994
Cash flows from operating activities:
Net income $ 2,557 $ 2,383 $ 2,441
------- ------- -------
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation 271 250 214
Net amortization (accretion) of
premiums and discounts on
investment and mortgage-related
securities (79) (59) 26
(Credit) provision for deferred
income taxes (161) 152 (90)
Gain on sale of foreclosed property - - (13)
Provision for loan losses 200 36 78
Gain on sale of fixed assets - Net (2) - -
(Gain) loss on sale of loans - Net (80) 57 (180)
Stock dividends on Federal
Home Loan Bank stock - (34) (57)
Loss pass-through on real
estate held for investment 20 18 18
Loans originated for sale (27,227) (8,333) (81,947)
Proceeds from loan sales 21,704 5,903 89,702
Changes in operating assets
and liabilities:
Interest receivable (160) (267) (135)
Prepaid expenses and other assets 32 (48) (19)
Accrued and other liabilities 276 (189) (2,034)
Accrued income taxes 134 55 (10)
Unearned compensation - ESOP 410 350 194
------- ------- -------
Total adjustments (4,662) (2,109) 5,747
------- ------- -------
Net cash provided by (used in)
operating activities (2,105) 274 8,188
------- ------- -------
Cash flows from investing activities:
Proceeds from maturities of investment
securities held to maturity 12,000 2,000 -
Purchase of investment securities
held to maturity (7,000) - (13,914)
Principal repayments on mortgage-related
securities held to maturity 1,509 1,690 8,011
Principal repayments on mortgage-related
securities available for sale 127 - -
Purchase of mortgage-related securities
held to maturity - (10,740) (5,984)
Purchase of Federal Home Loan Bank stock (326) (791) -
Net increase in loans (17,193) (31,691) (19,947)
Proceeds from sale of foreclosed
property and other real estate 53 - 193
Proceeds from disposal of fixed assets 10 - -
Capital expenditures (60) (799) (680)
------- ------- -------
Net cash used in investing activities (10,880) (40,331) (32,321)
------- ------- -------
Cash flows from financing activities:
Net increase (decrease) in
deposit accounts 7,264 5,643 (16,284)
Net increase in borrowed funds 9,500 38,400 4,000
Net (decrease) increase in advance
payments by borrowers for taxes
and insurance (55) 304 541
Proceeds from exercise of stock options 125 59 -
Net proceeds from sale of stock - - 26,650
Purchase of treasury common stock (2,407) (3,130) (1,047)
Dividends paid (1,423) (1,013) (174)
------- ------- -------
Net cash provided by financing activities 13,004 40,263 13,686
------- ------- -------
Net increase (decrease) in cash and
cash equivalents 19 206 (10,447)
Cash and cash equivalents at beginning 4,773 4,567 15,014
------- ------- -------
Cash and cash equivalents at end $ 4,792 $ 4,773 $ 4,567
======= ======= =======
Supplemental cash flow information:

Cash paid during the year for:
Interest on deposit accounts $ 7,457 $ 5,792 $ 6,793
Interest on borrowed funds 2,374 1,195 4
Income taxes 1,630 1,349 1,527
Loans transferred to foreclosed
properties and properties
subject to foreclosure 53 - 32
Loans originated from sale of
foreclosed properties - - 22
Loans transferred from held for
sale to held for investment 1,150 11,767 -

See accompanying notes to consolidated financial statements.

<PAGE>
FCB FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations.

FCB Financial Corp. is a Wisconsin corporation and the savings and loan
holding company for Fox Cities Bank, F.S.B. (the "Bank"). The Bank is a
federally chartered savings bank and operates as a full service financial
institution with a primary market area including, but not limited to,
Outagamie and Winnebago Counties of East Central Wisconsin. The Bank
emphasizes first mortgage loans secured by one- to four-family real estate
located in its market area. The Bank, through its wholly-owned
subsidiary, Fox Cities Financial Services, Inc., sells various insurance
products and tax deferred annuities. Fox Cities Financial Services, Inc.
also holds a 50% limited partnership interest in an apartment complex
located in Menasha, Wisconsin. The partnership qualifies for federal low
income housing tax credits. Additionally, the Bank owns Fox Cities
Investments, Inc., a Nevada corporation, which owns and manages a
portfolio of investment securities, all of which are permissible
investments of the Bank itself.

Use of Estimates in Preparation of Financial Statements.

The preparation of the accompanying financial statements of FCB Financial
Corp. and Subsidiaries (the "Corporation") in conformity with generally
accepted accounting principles requires the use of certain estimates and
assumptions that directly affect the reported amounts of assets,
liabilities, revenues, and expenses. Actual results may differ from these
estimates.

Principles of Consolidation.

The accompanying consolidated financial statements include the accounts of
FCB Financial Corp., Fox Cities Bank, F.S.B., and its wholly owned
subsidiaries, Fox Cities Financial Services, Inc. and Fox Cities
Investments, Inc., after elimination of significant intercompany accounts
and transactions.

Cash Equivalents.

The Corporation considers all highly liquid debt instruments with original
maturities when purchased of three months or less to be cash equivalents.

Investment and Mortgage-Related Securities Held to Maturity and Available
for Sale.

Management determines the appropriate classification of debt securities at
the time of purchase and reevaluates such designations as of each
statement of condition date. Debt securities are classified as held to
maturity when the Corporation has the positive intent and ability to hold
the securities to maturity. Held to maturity securities are stated at
amortized cost. Debt securities not classified as held to maturity are
classified as available for sale. Available for sale securities
are stated at fair value, with the unrealized gains and losses, net of
tax, reported as a separate component of shareholders' equity.

Interest and dividends are included in interest income from securities as
earned. Realized gains and losses, and declines in value judged to be
other than temporary are included in net gains and losses from sales of
investment and mortgage-related securities. The cost of securities sold
is based on the specific identification method.

Loans Held for Sale.

Loans held for sale consist of the current origination of certain fixed-
rate mortgage loans and are recorded at the lower of aggregate cost or
fair value. Fees received from the borrower are deferred and recorded as
an adjustment of the sale price. A gain or loss is recognized at the time
of the sale reflecting the present value of the difference between the
contractual interest rate of the loans sold and the yield to the investor,
adjusted for an estimated normal servicing fee. The servicing fee is
recognized as the related loan payments are received.

Loans Receivable.

Loans receivable are stated at unpaid principal balances, less unamortized
unrealized losses, the allowance for loan losses, and net deferred loan-
origination fees and discounts.

Interest income is recognized using the interest method. Accrual of
interest is discontinued either when reasonable doubt exists as to the
full, timely collection of interest or principal or when a loan becomes
contractually past due by 90 days or more with respect to interest or
principal. At that time, any accrued but uncollected interest is
reversed, and additional income is recorded only to the extent that
payments are received and the collection of principal is reasonably
assured.

Loan Fees and Related Costs.

Certain loan-origination fees, commitment fees, and direct loan-
origination costs are being deferred and the net amounts amortized as an
adjustment of the related loan's yield. The Bank is amortizing these
amounts into interest income, using the level-yield method, over the
contractual life of the related loan.

Other loan-origination and commitment fees not required to be recognized
as a yield adjustment are included in loan fees and charges.

Foreclosed Properties.

Real estate properties acquired through, or in lieu of, loan foreclosure
are initially recorded at fair value at the date of foreclosure.
Subsequently, the foreclosed assets are carried at the lower of the newly
established cost or fair value less estimated selling costs.

Costs related to the development and improvement of property are
capitalized, whereas costs relating to the holding of property are
expensed.

Allowance for Loan Losses.

Effective April 1, 1995, the Corporation adopted Statement of Financial
Accounting Standards No. 114, "Accounting by Creditors for Impairment of a
Loan," as amended by Statement No. 118, "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosures."

In accordance with the new standard, the allowance for loan losses should
include specific allowances related to loans which have been judged to be
impaired and which fall within the scope of Statement No. 114. A loan is
impaired when, based on current information, it is probable the
Corporation 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 Corporation evaluates the overall adequacy of the allowance for
loan losses on an ongoing basis, the adoption of Statement No. 114 did not
affect the amount of the allowance for loans losses or the existing income
recognition and charge-off policies for nonperforming loans.

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

Office Properties and Equipment.

Office properties and equipment are recorded at cost less accumulated
depreciation. Maintenance and repair costs are charged to expense as
incurred. When property is retired or otherwise disposed of, the related
cost and accumulated depreciation are removed from the respective accounts
and the resulting gain or loss is recorded in income or expense,
respectively.

The cost of office properties and equipment is being depreciated by the
straight-line method over the estimated useful lives. The cost of
leasehold improvements is amortized on a straight-line method over the
lesser of the term of the respective lease or the estimated economic life
of the improvements.

Income Taxes.

The Corporation files one consolidated federal income tax return. Federal
income tax expense (benefit) is allocated to each subsidiary based on an
intercompany tax sharing agreement. Each subsidiary files separate state
franchise tax returns.

Deferred income taxes have been provided under the liability method.
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 enacted tax rates which will be in effect when these
differences are expected to reverse. Deferred tax expense is the result
of changes in the deferred tax asset and liability.

Federal Home Loan Bank Stock.

The Corporation's investment in Federal Home Loan Bank ("FHLB") stock at
March 31, 1996 and 1995 meets the minimum amount required by current
regulation and is carried at cost which is its redeemable (fair) value
since the market for this stock is limited.

Earnings Per Share.

Earnings per share of common stock for the year ended March 31, 1994 was
computed based on consolidated net income and weighted average outstanding
shares as if the Corporation's initial public offering took place April 1,
1993. The weighted average number of shares used to compute earnings per
share for the years ended March 31, 1996, 1995 and 1994 were 2,482,369,
2,554,761 and 2,900,074, respectively. Common stock equivalents are
computed using the treasury stock method. Primary and fully diluted
earnings per share are the same for the years ended March 31, 1996, 1995,
and 1994 as there is less than 3% dilution.

Future Accounting Changes.

In March, 1995, 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," which requires long-lived assets and
certain intangibles to be held and used by an entity to 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 to be
reported at the lower of carrying amount or fair value less cost to sell.
The Corporation will adopt Statement No. 121 as of April, 1996.
Management anticipates that the adoption of this Statement will not have a
material impact on the Corporation's financial condition or results of
operations.

In May, 1995, the FASB issued SFAS No. 122, "Accounting for Mortgage
Servicing Rights," which requires that an allocation of costs be made
between loans and their related servicing rights for loans originated with
a definitive plan to sell or to securitize these loans and retain the
servicing rights. Statement No. 122 will require entities to recognize a
separate asset for servicing rights which will increase the gain on sale
of loans when the servicing rights are retained. Currently, costs are
fully allocated to the loans and servicing income is recognized as it is
received over the life of the loan. The Corporation will adopt Statement
No. 122 as of April, 1996. The impact of adopting the Statement is
contingent upon the volume of future loan sales. Management cannot predict
at this time the levels of future loan sales, but anticipates that the
adoption of Statement No. 122 will not have a material impact on the
Corporation's financial condition or results of operations.

In October, 1995, the FASB issued SFAS No. 123, "Accounting for Stock-
Based Compensation," which recognizes the fair value on the date of grant
of employee stock option awards either by recognizing compensation expense
or by providing extensive new footnotes to include pro-forma disclosures
of net income and earnings per share. The Corporation will adopt
Statement No. 123 in fiscal year 1997 by the use of expanded footnotes.
As such, the Statement will have no effect on the Corporation's financial
condition or results of operations.

Reclassifications.

Certain amounts in the 1995 and 1994 consolidated financial statements
have been reclassified to conform to the 1996 presentation.

NOTE 2 - CHANGES IN ACCOUNTING METHOD

In May 1993, the FASB issued SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." As required by the Statement,
the Corporation adopted the provisions of the new standard on April 1,
1994. In accordance with the Statement, prior period consolidated
financial statements have not been restated to reflect the change in
accounting principle. There was no impact on shareholders' equity as a
result of the initial adoption of Statement No. 115.

Effective April 1, 1994, the Corporation adopted Statement of Position
("SOP") 93-6, "Employers Accounting for Employee Stock Ownership Plans,"
issued by the American Institute of Certified Public Accountants. The SOP
applies to the Corporation's Employee Stock Ownership Plan ("ESOP") shares
that were not committed to be released as of April 1, 1994 and requires
that 1) compensation expense be recognized based on the fair value of the
ESOP shares when committed to be released rather than based on the cost of
the shares to the ESOP as required under previous accounting, and 2) ESOP
shares that have not been committed to be released are not considered
outstanding for purposes of computing earnings per share, as was required
by previous accounting.

Adoption of SOP 93-6 decreased net income for the year ended March 31,
1995 by approximately $116,000 and increased earnings per share by $0.01
for the year. Despite the negative effect of the SOP on net income,
earnings per share increased due to an average of 158,011 shares which
were not committed to be released during the year ended March 31, 1995,
and therefore, were not considered outstanding under SOP 93-6. Under
previous accounting, these shares were considered outstanding for
computation of earnings per share.

Effective April 1, 1993, the Corporation adopted the liability method of
accounting for income taxes prescribed by Statement No. 109. The
Corporation elected to recognize the cumulative effect of the change as of
April 1, 1993, totalling $140,000, as a credit to income in 1994.

NOTE 3 - INVESTMENT SECURITIES HELD TO MATURITY

The amortized cost and estimated fair value of investment securities held
to maturity at March 31 are as follows:

Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
(Dollars In Thousands)
1996

U.S. government
securities $ 6,986 $ - $ 21 $ 6,965
======== ===== ===== =======

1995

U.S. government
securities $ 11,993 $ - $ 194 $11,799
======== ===== ===== =======

There were no sales of investment securities during the years ended
March 31, 1996, 1995 and 1994.

The amortized cost and estimated fair value of all investment securities
at March 31, 1996, by contractual maturity, are shown below:

Estimated
Amortized Fair
Cost Value
(Dollars In Thousands)

Due in one year or less $3,998 $3,984
Due after one year through five years 2,988 2,981
------ ------
Total $6,986 $6,965
====== ======

Fair values of many 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.

NOTE 4 - MORTGAGE-RELATED SECURITIES

The amortized cost and estimated fair value of mortgage-related securities
at March 31 are as follows:

Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
(Dollars In Thousands)
1996
Available for Sale:
Government National
Mortgage Association
Certificates $ 2,964 $ 54 $ - $ 3,018
Collateralized Mortgage
Obligations 3,984 - 96 3,888
------- ---- ---- -------
Total $ 6,948 $ 54 $ 96 $ 6,906
======= ==== ==== =======

Held to Maturity:

Government National
Mortgage Association
Certificates $ 1,649 $ 27 $ - $ 1,676
Collateralized Mortgage
Obligations 10,519 38 - 10,557
Federal Home Loan
Mortgage Corporation
Certificates 2,755 15 - 2,770
Federal National
Mortgage Association
Certificates 2,927 56 - 2,983
------- ---- ---- -------
Total $17,850 $136 $ - $17,986
======= ==== ==== =======
1995

Held to Maturity:

Government National
Mortgage Association
Certificates $ 5,295 $ - $ 56 $ 5,239
Collateralized Mortgage
Obligations 14,477 12 158 14,331
Federal Home Loan
Mortgage Corporation
Certificates 3,286 - 44 3,242
Federal National
Mortgage Association
Certificates 3,290 7 60 3,237
------- ---- ---- -------
Total $26,348 $ 19 $318 $26,049
======= ==== ==== =======

There were no sales of mortgage-related securities during the years ended
March 31, 1996, 1995 and 1994. Expected maturities for mortgage-related
securities will differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or
prepayment penalties.

In October, 1995, the FASB issued a Special Report authorizing a change in
classification of investment securities. This opportunity was created to
enable entities to fine tune earlier decisions regarding classifications
under Statement No. 115. Under the Special Report, reclassifications were
to be made by December 31, 1995 at fair market value. As a result, the
Corporation re-evaluated its investment portfolio and transferred
mortgage-related securities with a book value of $7,075,000 and a market
value of $7,042,000 from held to maturity to available for sale in
December, 1995. Mortgage-related securities available for sale are shown
on the statement of financial position at fair market value. The excess
of cost over fair market value of the securities available for sale is
shown net of tax as a separate component of shareholders' equity.

NOTE 5 - LOANS RECEIVABLE

Details of loans receivable at March 31 follow:

1996 1995
(Dollars In Thousands)

First mortgage loans:
One- to four-family residential $127,426 $127,172
Five or more family residential 13,275 11,346
Commercial 28,636 25,512
Construction 13,381 7,715
-------- --------
Subtotals 182,718 171,745
-------- --------
Consumer loans:
Home improvement and home equity 14,912 12,168
Auto and recreational vehicles 11,974 7,140
Educational 1,036 890
Other 469 587
-------- --------
Subtotals 28,391 20,785
-------- --------
Totals 211,109 192,530
-------- --------
Less:
Undisbursed loan proceeds 4,307 4,031
Unearned interest and loan fees 351 292
Unamortized unrealized loss 479 525
Allowance for loan losses 1,075 875
-------- --------
Subtotals 6,212 5,723
-------- --------
Totals $204,897 $186,807
======== ========

A summary of the activity in the allowance for loan losses is as follows:

Year Ended March 31,
1996 1995 1994
(Dollars In Thousands)

Balance at beginning $ 875 $840 $766
Provisions 200 36 76
Charge-offs - (1) (2)
------ ---- ----
Balance at end $1,075 $875 $840
====== ==== ====

Nonperforming loans, which include loans on which the accrual of interest
has been discontinued, totalled approximately $234,000 and $270,000 at
March 31, 1996 and 1995, respectively. The Bank did not have any troubled
debt restructurings at March 31, 1996 and 1995. The Bank did not have any
impaired loans during fiscal 1996 and at March 31, 1996.

Mortgage loans serviced for others are not included in the accompanying
consolidated statements of financial condition. The unpaid principal
balances of these loans at March 31 are summarized as follows:

1996 1995 1994
(Dollars in Thousands)

Mortgage loan portfolios serviced
for:
Federal Home Loan Mortgage
Corporation $116,275 $111,802 $117,191
Other investors 5,094 4,533 4,403
-------- -------- --------
Totals $121,369 $116,335 $121,594
======== ======== ========

More than 90% of the Bank's lending activity is with borrowers within its
primary market area, East Central Wisconsin. Although the Bank has a
diversified portfolio, a substantial portion of its debtors' ability to
honor their contracts is dependent upon the general economic conditions of
the area.

NOTE 6 - FORECLOSED PROPERTIES

There were no foreclosed properties at March 31, 1996 and 1995.

A summary of the activity in the allowance for losses on foreclosed
properties is as follows:

Year Ended March 31,
1996 1995 1994
(Dollars In Thousands)

Balance at beginning $-0- $-0- $ 5
Provisions - - 2
Charge-offs - - (7)
---- ---- ----
Balance at end $-0- $-0- $-0-
==== ==== ====

NOTE 7 - OFFICE PROPERTIES AND EQUIPMENT

Office properties and equipment at March 31 consist of the following:

1996 1995
(Dollars In Thousands)

Land and land improvements $ 997 $ 984
Buildings and building improvements 4,128 4,131
Leasehold improvements 68 68
Furniture, fixtures, and equipment 1,573 1,601
Automobiles 39 34
------ ------
Subtotals 6,805 6,818
Less - Accumulated depreciation 2,594 2,388
------ ------
Total office properties and equipment $4,211 $4,430
====== ======

NOTE 8 - DEPOSIT ACCOUNTS

Deposit accounts at March 31 are summarized as follows:

1996 1995
(Dollars In Thousands)

NOW accounts:
Non-interest bearing $ 2,591 $ 1,627
Interest bearing (1.50% - 1.75%
in 1996 and 1.75% - 2.00% in 1995) 8,484 7,864
Regular savings accounts
(0% - 2.80% in 1996 and
0% - 3.00% in 1995) 18,896 20,275
Money market accounts
(0% - 4.30% in 1996 and
0% - 4.75% in 1995) 17,703 16,706
Certificate accounts
(4.00% - 7.00% in 1996
and 3.00% - 8.00% in 1995) 103,441 97,379
-------- --------
Totals $151,115 $143,851
======== ========
Weighted average
interest rate 5.07% 4.97%
==== ====

Certificate accounts include $7.5 million and $5.6 million in
denominations of $100,000 or more at March 31, 1996 and 1995,
respectively.

On March 31, 1996, certificate accounts have scheduled maturity dates as
follows:
Year Ending March 31,
1997 1998 1999 2000 2001 Totals
(Dollars In Thousands)

4.00-4.99% $ 3,090 $ 268 $ 168 $ 73 $ - $ 3,599

5.00-5.99% 38,849 10,586 3,384 793 1,820 55,432

6.00-6.99% 18,365 10,694 4,572 148 395 34,174

7.00-7.99% 745 9,438 50 - 3 10,236

Totals $61,049 $30,986 $8,174 $1,014 $2,218 $103,441
======= ======= ====== ====== ====== ========

Interest expense on deposit accounts consists of the following:

Year Ended March 31,
1996 1995 1994
(Dollars In Thousands)

NOW and money market accounts $ 836 $ 758 $ 898
Regular savings accounts 466 694 1,014
Certificate accounts 6,326 4,428 4,663
Advance payments by borrowers for
taxes and insurance 75 70 73
------ ------ ------
Totals $7,703 $5,950 $6,648
====== ====== ======

NOTE 9 - BORROWED FUNDS

Borrowed funds consist of FHLB advances at March 31 and are summarized as
follows:
1996 1995
Weighted Weighted
Average Average
Amount Rate Amount Rate
(Dollars in Thousands)
FHLB advance maturing
1997 $22,500 5.38% $17,000 6.70%
1998 3,000 5.43 3,000 6.15
1999 5,000 5.60 8,000 6.18
2000 8,000 5.45 --- ---
Open Line of Credit 13,400 5.60 14,400 6.60
------- ---- ------- ----
Total $51,900 5.47% $42,400 6.48%
======= ==== ======= ====

The Corporation is required to maintain as collateral unencumbered one- to
four-family mortgage loans such that the outstanding balance of FHLB
advances does not exceed 60% of the book value of this collateral. The
borrowings are also collateralized by the FHLB stock owned by the
Corporation. The variable rate term borrowings total $11.0 million and
are at interest rates tied to the one-month LIBOR index. The open line of
credit interest rate is based on the FHLB's daily investment deposit rate
plus 0.45%.

Accrued interest payable on advances totalled $224,000 and $220,000 at
March 31, 1996 and 1995, respectively. The maximum amount of advances
outstanding at any month-end during the years ended March 31, 1996 and
1995 was $51,900,000 and $44,200,000, respectively. The approximate
average amounts outstanding were $39,116,000 and $27,617,000 during the
same years, respectively.

NOTE 10 - EMPLOYEE BENEFIT PLANS

The Bank has a qualified defined contribution plan covering substantially
all full-time employees who have completed one year of service and are at
least 18 years old. Participating employees can contribute up to 15% of
their compensation. The Bank may make discretionary contributions for the
employee's benefit. There was no expense under this plan in 1996, 1995
and 1994.

The Bank has Deferred Compensation Agreements with three employees and a
Separation Benefit Plan with seven employees. Each of these plans are
nonqualified, supplemental retirement plans. Under each plan, the
individual employees have a set amount to be accrued for at age 65. The
current accrued liability is determined based on the present value of this
gross amount. The Deferred Compensation Agreement has an additional
stipulation that the participants must be employed at age 55 to receive
their benefits. There is no similar stipulation in the Separation Benefit
Plan. At March 31, 1996, the maximum liability which could be paid under
these agreements is $381,000. The amount charged to operations was
$18,000, $18,000, and $14,000 for 1996, 1995, and 1994, respectively,
under these agreements.

The Corporation has reserved 290,950 shares of common stock to be issued
under a nonqualified stock option plan for employees and directors. A
committee comprised of at least three directors of the Corporation
administers the plan. The committee determines the persons to whom awards
will be granted under the plan, except for certain option grants to
nonemployee directors which are automatic pursuant to the terms of the
plan. Options granted under the plan may be incentive stock options
("ISO") or nonincentive stock options ("SO"), provided that only SOs may
be granted to nonemployee directors. The per share exercise price of
options granted under the plan may not be less than the fair market value
of a share of Corporation common stock on the date of grant, subject to
certain additional limitations for ISOs granted to a 10% or more
shareholder. Options granted under the plan and outstanding as of
March 31, 1996 have an exercise term of ten years from the grant date. The
plan also authorizes the committee to grant stock appreciation rights to
officers and employees of the Corporation. The plan has a ten-year term,
subject to early termination at the direction of the Board of Directors of
the Corporation.

The following is a summary of stock option activity:

Shares Option Price
Under Option Per Share

Outstanding at April 1, 1993 - -

Granted 136,163 $10
Canceled (5,819) $10
-------
Outstanding at March 31, 1994 130,344 $10

Granted 5,819 $15
Exercised (5,819) $10
-------
Outstanding at March 31, 1995 130,344 $10 - $15

Exercised (12,500) $10
-------
Outstanding at March 31, 1996 117,844 $10 - $15
=======

At March 31, 1996 there were 38,474 shares eligible for exercise. The
options above are nonincentive stock options and are eligible to be
exercised over a five-year period at 20% each year.

The Corporation sponsors an ESOP for substantially all of its full-time
employees. As part of the stock conversion, the ESOP borrowed $1,800,000
from FCB Financial Corp. and purchased 180,000 shares of Corporation
common stock. The loan is payable in annual installments of approximately
$243,000 including interest at a rate of 6.5% over a ten-year
amortization. Contributions to the plan must be sufficient to service the
ESOP loan. Any additional contributions are determined by the Board of
Directors. All dividends received by the ESOP are used to pay debt
service. As the debt is repaid, shares are released and allocated to
active employees, based on the proportion of debt service paid in the
year. As shares are committed to be released, the Corporation reports
ESOP expense equal to the current market price of the shares, and the
shares become outstanding for earnings per share computations. The cost
of the unearned shares is reported in the consolidated statement of
financial position as unearned compensation. Dividends on allocated ESOP
shares are recorded as a reduction of retained earnings; dividends on
unallocated ESOP shares are recorded as ESOP expense. ESOP expense was
$380,000, $328,000 and $243,000 for 1996, 1995 and 1994, respectively.
Dividends received by the ESOP were approximately $102,600, $70,200 and
$10,800 in 1996, 1995 and 1994, respectively, and were used to reduce loan
principal. The fair value of unearned ESOP shares at March 31, 1996
totalled $2.0 million.

The following is a summary of ESOP shares at March 31:

1996 1995

Allocated 67,390 43,101
Committed to be released - -
Unearned 112,610 136,899
------- -------
Total 180,000 180,000
======= =======

NOTE 11 - INCOME TAXES

The provision for income taxes consists of the following:

Year Ended March 31,
1996 1995 1994
(Dollars In Thousands)
Current tax expense (credit):
Federal $1,532 $1,113 $1,118
Low income housing credit (70) (70) (70)
State 366 298 329
------ ------ ------
Total current 1,828 1,341 1,377
------ ------ ------
Deferred tax (benefit) expense:
Federal (129) 122 39
State (32) 30 11
------ ------ ------
Total deferred (161) 152 50
------ ------ ------
Total provision for income taxes $1,667 $1,493 $1,427
====== ====== ======

Deferred income taxes are provided for the temporary differences between
the financial reporting basis and the tax basis of the Corporation's
assets and liabilities. The major components of the net deferred tax
asset as of March 31 are as follows:

1996 1995
(Dollars In Thousands)
Deferred tax assets:
Loans held for sale - Market Adjustment $ 52 $ -
ESOP compensation 78 -
Unrealized securities losses 16 -
Allowance for loan losses - 48
Depreciation - 12
Deferred directors' fees 222 209
Deferred pension 57 50
Deferred loan fees 92 114
Other 14 9
---- ----
Total deferred tax assets 531 442
---- ----
Deferred tax liabilities:
Loans held for sale - Market adjustment - (86)
Depreciation (9) -
FHLB stock dividends (118) (118)
ESOP compensation - (11)
---- ----
Total deferred tax liabilities (127) (215)
---- ----
Net deferred tax asset $404 $227
==== ====

The provision for income taxes differs from that computed at the federal
statutory corporate tax rate as follows:

Year Ended March 31,
1996 1995 1994
Amount Percent Amount Percent Amount Percent
(Dollars In Thousands)
Income before
provision for
income taxes
and cumulative
effect of change
in accounting
principle $4,224 100% $3,876 100% $3,728 100%
====== === ====== === ====== ===
Tax at federal
statutory rates $1,436 34% $1,318 34% $1,268 34%
Increase
(decrease) in
tax:
State income
taxes - Net of
federal income
tax benefits 220 5% 216 6% 224 6%
Low income
housing credit (70) (2%) (70) (2%) (70) (2%)
ESOP
compensation 47 1% 39 1% - -
Other 34 1% (10) 0% 5 0%
------ --- ------ --- ------ ---
Totals $1,667 39% $1,493 39% $1,427 38%
====== === ====== === ====== ===

NOTE 12 - RENTAL INCOME

The Bank leases office space in its existing facilities under various
operating leases. The leases expire on various dates between April 1,
1996 and September 20, 1998. For the years ended March 31, 1996, 1995,
and 1994, the Bank earned rental income of $115,000, $106,000, and
$99,000, respectively, on the leased office space.

NOTE 13 - SHAREHOLDERS' EQUITY

At the time of converting to a stock company, the Bank established a
liquidation account in an amount equal to its total net worth as of the
date of the latest consolidated statement of financial condition appearing
in the final prospectus. The liquidation account will be maintained for
the benefit of eligible account holders who continue to maintain their
accounts at the Bank after the conversion. The liquidation account will
be reduced annually to the extent that eligible account holders have
reduced their qualifying deposits. Subsequent increases will not restore
an eligible account holder's interest in the liquidation account. In the
event of a complete liquidation, each account holder will be entitled to
receive a distribution from the liquidation account in an amount
proportionate to the current adjusted qualifying balances for accounts
then held. Except for the purchase of stock and payment of dividends by
the Bank, the existence of the liquidation account will not restrict use
or application of shareholders' equity.

Under federal laws and regulations, the Bank is required to meet certain
tangible, core, and risk-based capital requirements. Tangible capital
generally consists of stockholder's equity minus certain intangible assets
and investments in and advances to "nonincludable" subsidiaries. Core
capital generally consists of tangible capital plus qualifying intangible
assets. The risk-based capital requirements presently address risk
related to both recorded assets and off-balance-sheet commitments and
obligations.

The following table summarizes the Bank's capital ratios and the ratios
required by federal laws and regulations at March 31, 1996:

Tangible Core Risk-Based
Capital Capital Capital

Bank's Regulatory Percentage 14.70% 14.70% 25.40%
Required Regulatory Percentage 1.50% 3.00% 8.00%
------- ------- -------
Excess Regulatory Percentage 13.20% 11.70% 17.40%
======= ======= =======

(In Thousands)

Bank's Regulatory Capital $37,376 $37,376 $38,451
Required Regulatory Capital 3,813 7,625 12,109
------- ------- -------
Excess Regulatory Capital $33,563 $29,751 $26,342
======= ======= =======

The Bank has qualified under provisions of the Internal Revenue Code which
permit as a deduction from taxable income an allowance for bad debts which
differs from the provision for such losses charged to income.
Accordingly, retained earnings at March 31, 1996, included approximately
$8,400,000 for which no provision for federal income taxes has been made.
If in the future this portion of retained earnings is used for any purpose
other than to absorb bad debt losses or if the Bank fails to continue to
meet certain definitional tests (which is not anticipated), federal income
taxes may be imposed at the then applicable rates.

NOTE 14 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The Corporation 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 are in the form of commitments to
extend credit and involve elements of credit risk in excess of the amount
recognized in the consolidated statement of financial condition.

The Corporation's exposure to credit loss in the event of nonperformance
by the other party to the financial instrument for commitments to extend
credit is represented by the contractual amount of those instruments. The
Corporation uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments.

Financial instruments whose contract amounts represent credit risk at
March 31 are as follows:

1996 1995
(Dollars In Thousands)
Commitments to extend credit:
Fixed rate (6.875% - 8.25% at
March 31, 1996 and 8.25% - 9.125%
at March 31, 1995) $ 5,649 $1,856
Adjustable rate (5.875% - 8.50% at
March 31, 1996 and 5.80% - 9.50%
at March 31, 1995) 4,700 4,563
------- ------
Total outstanding commitments $10,349 $6,419
======= ======
Unused lines of credit $ 1,473 $ 868
======= ======
Commitments to sell loans $ - $ 461
======= ======

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 not exceeding a maximum
of 45 days or other termination clauses and may require payment of a fee.
Since a portion of the commitments are expected to expire without being
drawn upon, the total commitment amounts do not necessarily represent
future cash requirements. The Corporation evaluates each customer's
creditworthiness on a case-by-case basis. The amount of collateral
obtained, if it is deemed necessary by the Corporation upon extension of
credit, is based on management's credit evaluation of the party.

The Corporation frequently enters into loan sale commitments prior to
closing loans in order to limit interest rate risk for the period of time
between when a loan is committed and when it is sold. These sale
commitments are typically made on a loan by loan basis and are at terms
which are similar to the underlying loan.

NOTE 15 - CONTINGENCIES

There are currently several versions of a bill before Congress which would
call for a one time assessment of an additional $0.85 to $0.90 per $100 of
insured deposits for Savings Association Insurance Fund (SAIF) members.
If this legislation were enacted into law, the Corporation would be
required to pay a special assessment of approximately $1.4 million based
on December 31, 1995 insured deposits. Such a special assessment, if
imposed, would reduce net income in the quarter in which it is paid.
Management cannot currently predict whether or when such legislation may
become law.

In addition, there is currently a version of a bill before Congress which
requires a recapture of previously allowed tax bad debt provisions. If
this legislation is enacted into law, the Corporation could be required to
recapture its post 1987 reserves of approximately $1,067,000. The
recapture would require additional tax payments over an anticipated six-
year period. If enacted, the repayments are anticipated to have an
immaterial impact on the income statement due to the current deferred tax
implications of the allowance for loan losses. Management cannot
currently predict whether or when such legislation may become law.

The Corporation is also engaged in various routine legal proceedings which
occur in the ordinary course of business. In the aggregate, management
believes that the proceedings are immaterial to the consolidated financial
statements of the Corporation.

NOTE 16 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value
of the Corporation's financial instruments:

Cash and cash equivalents: The carrying amounts reported in the
consolidated statement of financial condition for cash and short-term
interest-bearing deposits approximate those assets' fair values.

Investment and mortgage-related securities: Fair values are based on
quoted market prices, where available. If a quoted market price is
not available, fair value is estimated using quoted market prices for
similar securities.

Loans receivable and loans held for sale: For certain homogeneous
categories of loans, such as fixed-rate residential mortgages, fair
value is estimated using the quoted market prices for securities
backed by similar loans, adjusted for differences in loan
characteristics. The fair value of other types of loans is estimated
by discounting the future cash flows using the current rates at which
similar loans would be made to borrowers with similar credit ratings.
The carrying amount of accrued interest approximates its fair value.
Impaired loans are measured at the estimated fair value of the
expected future cash flows at the loan's effective interest rate, the
loan's observable market price or the fair value of the collateral
for loans which are collateral dependent. Therefore, the carrying
value of impaired loans approximates the estimated fair value for
these assets.

Deposit accounts: The fair value of NOW, passbook, and money market
accounts is the amount payable on demand at the reporting date. The
fair value of fixed-maturity certificate accounts is estimated using
the rates currently offered for deposits of similar remaining
maturities.

Borrowed funds: Rates currently available to the Corporation for
debt with similar terms and remaining maturities are used to estimate
fair value of existing debt. The fair value of borrowed funds due on
demand is the amount payable at the reporting date.

Off-balance-sheet instruments: The fair value of commitments would
be estimated using the fees currently charged to enter into similar
agreements, taking into account the remaining terms of the
agreements, the current interest rates, and the present
creditworthiness of the counter parties. Since this amount is
immaterial, no amounts for fair value are presented.

Limitations: Fair value estimates are made at a specific point in
time, based on relevant market information and information about the
financial instrument. These estimates do not reflect any premium or
discount that could result from offering for sale at one time the
Corporation's entire holdings of a particular financial instrument.
Because no market exists for a significant portion of the
Corporation's financial instruments, fair value estimates are based
on judgments regarding future expected prepayment experience, current
economic conditions, risk characteristics of various financial
instruments, and other factors. These estimates are subjective in
nature and involve uncertainties and matters of significant judgment
and, therefore, cannot be determined with precision. Changes in
assumptions could significantly affect the estimates. Fair value
estimates are based on existing on- and off-balance sheet financial
instruments without attempting to estimate the value of anticipated
future business and the value of assets and liabilities that are not
considered financial instruments. Significant assets and liabilities
that are not considered financial instruments include premises and
equipment, other assets, and other liabilities. In addition, the tax
ramifications related to the realization of the unrealized gains and
losses can have a significant effect on fair value estimates and have
not been considered in the estimates.

The carrying value and estimated fair value of financial instruments at
March 31 were as follows:

1996 1995
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
(Dollars In Thousands)
Financial Assets:
Cash and cash equivalents $ 4,792 $ 4,792 $ 4,773 $ 4,773
Investment securities
held to maturity 6,986 6,965 11,993 11,799
Mortgage-related securities
available for sale 6,906 6,906 - -
Mortgage-related securities
held to maturity 17,850 17,986 26,348 26,049
Federal Home Loan Bank stock 2,595 2,595 2,235 2,235
Loans held for sale 5,161 5,161 708 708
Loans receivable - Net 204,897 207,769 186,807 184,628
-------- -------- -------- --------
Total financial assets $249,187 $252,174 $232,864 $230,192
======== ======== ======== ========
Financial liabilities:
Deposit accounts:
NOW accounts $ 11,075 $ 11,075 $ 9,491 $ 9,491
Regular savings accounts 18,896 18,896 20,275 20,275
Money market accounts 17,703 17,703 16,706 16,706
Certificate accounts 103,441 104,578 97,379 97,508
Borrowed funds 51,900 51,729 42,400 42,412
-------- -------- -------- --------
Total financial liabilities $203,015 $203,981 $186,251 $186,392
======== ======== ======== ========

NOTE 17 - PARENT COMPANY ONLY FINANCIAL STATEMENTS

STATEMENTS OF FINANCIAL CONDITION
March 31, 1996 and 1995
(Dollars In Thousands)

ASSETS
1996 1995

Cash $ 145 $ 568
Investment securities held to maturity - 2,000
Mortgage-related securities held to maturity - 3,984
Mortgage-related securities available for sale 3,888 -
Investment in subsidiary 37,733 36,561
Other assets 5,944 5,272
------- -------
TOTAL ASSETS $47,710 $48,385
======= =======

LIABILITIES AND SHAREHOLDERS' EQUITY

1996 1995

Other liabilities $ 518 $ 368
Total shareholders' equity 47,192 48,017
------- -------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $47,710 $48,385
======= =======

STATEMENTS OF INCOME
Years Ended March 31, 1996, 1995, and 1994

(Dollars In Thousands)

1996 1995 1994

Interest and dividend income $2,154 $1,803 $634
Equity in undistributed net income
of subsidiary 729 945 1,944
------ ------ ------
Total income 2,883 2,748 2,578
Other expense 155 141 45
------ ------ ------
Income before provision
for income taxes 2,728 2,607 2,533
Provision for income taxes 171 224 92
------ ------ ------
Net income $2,557 $2,383 $2,441
====== ====== ======

STATEMENTS OF CASH FLOWS
Years Ended March 31, 1996, 1995, and 1994
(Dollars In Thousands)

1996 1995 1994

Cash flows from operating activities:
Net income $2,557 $2,383 $2,441
------ ------ ------
Adjustments to reconcile net
income to net cash provided by
operating activities:
Equity in net income of subsidiary (2,229) (2,011) (2,118)
Increase in other assets (366) (105) (170)
Increase in other liabilities 78 87 9
Amortization of premiums on
investment and mortgage-
related securities - 1 -
------ ------ ------
Total adjustments (2,517) (2,028) (2,279)
------ ------ ------

Net cash provided by operating activities 40 355 162
------ ------ ------
Cash flows from investing activities:
Purchase of investment securities
held to maturity - - (2,001)
Purchase of mortgage-related securities
held to maturity - - (3,984)
Proceeds from maturities of investment
securities held to maturity 2,000 - -
Dividend received from subsidiary 1,500 1,066 174
Distribution of capital from subsidiary - - 13,325
Purchase stock of subsidiary - - (26,650)
Net (increase) decrease in
note receivable (258) 2,980 (6,204)
------ ------ ------
Net cash provided by (used in)
investing activities 3,242 4,046 (25,340)
------ ------ ------
Cash flows from financing activities:
Net proceeds from sale of stock $ - $ - $26,650
Purchase of treasury common stock (2,407) (3,130) (1,047)
Proceeds from exercise of stock options 125 59 -
Dividends paid (1,423) (1,013) (174)
------ ------ ------
Net cash provided by (used in)
financing activities (3,705) (4,084) 25,429
------ ------ ------
Net increase (decrease) in cash (423) 317 251
Cash at beginning 568 251 -
------ ------ ------
Cash at end $ 145 $ 568 $ 251
====== ====== ======

<PAGE>

FCB FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
December 31, 1996 and March 31, 1996
(Unaudited)

ASSETS
December 31 March 31
1996 1996
(In thousands)
Cash and cash equivalents $ 3,467 $ 4,792
Investment securities held to maturity
(estimated fair value of $7,994
and $6,965 at December 31, 1996
and March 31, 1996, respectively) 7,994 6,986
Mortgage-related securities available for
sale, at fair value 6,518 6,906
Mortgage-related securities held to maturity
(estimated fair value of $16,871 and $17,986
at December 31, 1996 and March 31, 1996,
respectively) 16,756 17,850
Investment in Federal Home Loan Bank stock,
at cost 3,170 2,595
Loans held for sale - Net of unrealized loss
of $44 and $101 at December 31, 1996 and
March 31, 1996, respectively 3,561 5,161
Loans receivable - Net 220,655 204,897
Real estate held for investment 182 196
Interest receivable on loans 1,164 1,167
Interest receivable - Other 125 228
Office properties and equipment 4,092 4,211
Prepaid expenses and other assets 363 267
Accrued and deferred income taxes 481 404
-------- --------
TOTAL ASSETS $268,528 $255,660
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Deposit accounts $152,800 $151,115
Borrowed funds 63,400 51,900
Advance payments by borrowers for
taxes and insurance 1,879 2,410
Accrued interest 795 949
Other liabilities 2,222 1,545
Dividends payable 424 360
Accrued income taxes 0 189
-------- --------
Total liabilities 221,520 208,468
======== ========
Commitments and contingencies

Shareholders' Equity:
Common stock - $.01 par value 29 29
Additional paid-in capital 28,842 28,693
Retained earnings - Substantially restricted 26,369 25,930
Unrealized loss on securities available
for sale - Net of tax (39) (26)
Unearned compensation - ESOP (928) (1,118)
Treasury common stock, at cost (7,265) (6,316)
-------- --------
Total shareholders' equity 47,008 47,192
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $268,528 $255,660
======== ========

See accompanying notes to the unaudited consolidated financial statements.

<PAGE>
FCB FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
Three Months and Nine Months Ended December 31, 1996 and 1995
(Unaudited)

Three Months Ended Nine Months Ended
December 31 December 31
1996 1995 1996 1995
(In thousands, except per share numbers)
Interest and dividend income:
Mortgage loans $3,786 $3,531 $11,219 $10,252
Other loans 721 568 2,010 1,557
Investment securities 121 107 323 341
Mortgage-related securities 382 429 1,172 1,290
Dividends on stock in Federal
Home Loan Bank 55 40 149 115
Interest-bearing deposits 16 20 46 39
------ ------ ------- ------
Total interest and dividend income 5,081 4,695 14,919 13,594
------ ------ ------- ------
Interest expense:
Deposit accounts 1,944 1,957 5,806 5,819
Borrowed funds 809 596 2,279 1,735
------ ------ ------- ------
Total interest expense 2,753 2,553 8,085 7,554
------ ------ ------- ------
Net interest income 2,328 2,142 6,834 6,040
Provision for loan losses 100 50 200 150
------ ------ ------- ------
Net interest income after provision
for loan losses 2,228 2,092 6,634 5,890
------ ------ ------- ------
Noninterest income:
Loan fees and charges 100 93 284 276
Savings fees and charges - Net 38 28 102 90
Gain on sale of loans - Net 146 59 270 103
Other income 41 46 135 148
------ ------ ------- ------
Total noninterest income 325 226 791 617
------ ------ ------- ------
Operating expenses:
Compensation, payroll taxes and
other employee benefits 612 583 1,781 1,685
Marketing 75 56 199 191
Occupancy 160 183 499 537
Data processing 64 62 193 184
Federal insurance premiums 92 89 1,240 258
Other 212 198 582 533
------ ------ ------- ------
Total operating expenses 1,215 1,171 4,494 3,388
------ ------ ------- ------
Income before provision for
income taxes 1,338 1,147 2,931 3,119
Provision for income taxes 589 453 1,206 1,234
------ ------ ------- ------
Net income $ 749 $ 694 $ 1,725 $1,885
====== ====== ======= ======

Earnings per share - See Note 4 $ 0.31 $ 0.27 $ 0.71 $ 0.74
====== ====== ======= ======

Dividends declared per share $ 0.18 $ 0.15 $ 0.54 $ 0.45
====== ====== ======= ======

See accompanying notes to the unaudited consolidated financial statements.

<PAGE>
<TABLE>
FCB FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Nine Months Ended December 31, 1996 and 1995
(Unaudited-in thousands)

<CAPTION>
Unrealized
Loss On
Securities Unearned
Additional Available Compen- Treasury
Common Paid-In Retained For Sale- sation Common
Stock Capital Earnings Net of Tax ESOP Stock Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1995 $ 29 $28,526 $24,916 $ - $(1,361) $(4,093) $48,017
Net income for nine months
ended December 31, 1995 1,885 1,885
Cash dividends declared ($.45 per share) (1,124) (1,124)
Amortization of unearned compensation - ESOP 119 184 303
Unrealized loss on securities
available for sale - Net of tax (4) (4)
----- ------- ------- ----- ------- ------- -------
Balance at December 31, 1995 29 28,645 25,667 (4) (1,177) (4,093) 49,077
Net income for three months
ended March 31, 1996 672 672
Cash dividends declared ($.15 per share) (360) (360)
Amortization of unearned compensation - ESOP 48 59 107
Increase in unrealized loss on
securities available for sale - Net of tax (22) (22)
Exercise of stock options -
12,500 treasury common shares (59) 184 125
Purchase of treasury common stock -
131,530 shares (2,407) (2,407)
----- ------- ------- ----- ------- ------- -------
Balance at March 31, 1996 29 28,693 25,930 (26) (1,118) (6,316) 47,192
Net income for nine months
ended December 31, 1996 1,725 1,725
Cash dividends declared ($.54 per share) (1,268) (1,268)
Amortization of unearned compensation - ESOP 149 190 339
Increase in unrealized loss on
securities available for sale - Net of tax (13) (13)
Exercise of stock options -
3,000 treasury common shares (18) 48 30
Purchase of treasury common stock -
56,000 shares (997) (997)
----- ------- ------- ----- ------- ------- -------
Balance at December 31, 1996 $ 29 $28,842 $26,369 $ (39) $ (928) $(7,265) $47,008
===== ======= ======= ===== ======= ======= =======

See accompanying notes to the unaudited consolidated financial statements.

</TABLE>
<PAGE>

<TABLE>
FCB FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months and Nine Months Ended December 31, 1996 and 1995
(Unaudited-in thousands)
<CAPTION>
Three Months Ended Nine Months Ended
December 31 December 31
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Operating activities:
Net income $ 749 $ 694 $ 1,725 $ 1,885
------- ------- -------- --------
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation 60 67 186 204
Net accretion of discounts on investment and mortgage-
related securities (8) (5) (20) (3)
Provision for loan losses 100 50 200 150
Gain on sale of loans - net (146) (59) (270) (103)
Loss pass-through on real estate held for investment 5 5 14 14
Loans originated for sale (5,443) (7,916) (14,484) (19,066)
Proceeds from loan sales 5,881 6,668 16,354 14,343
Changes in operating assets and liabilities:
Interest receivable 208 (28) 106 (95)
Prepaid expenses and other assets 38 108 (96) 163
Accrued interest and other liabilities (536) 368 523 849
Accrued income taxes 152 (210) (251) (159)
Unearned compensation - ESOP 117 105 339 303
------- ------- -------- --------
Total adjustments 428 (847) 2,601 (3,400)
------- ------- -------- --------

Net cash provided by (used in) operating activities 1,177 (153) 4,326 (1,515)
------- ------- -------- --------
Cash flows from investing activities:
Purchases of investment securities held to maturity (5,000) (2,000) (9,000) (4,000)
Maturities of investment securities held to maturity 6,000 4,000 8,000 8,000
Principal repayments on mortgage-related securities
available for sale 100 - 360 -
Principal repayments on mortgage-related securities held to
maturity 368 447 1,106 1,154
Purchase of Federal Home Loan Bank stock (50) (59) (575) (59)
Net increase in loans (2,177) (3,461) (15,958) (13,756)
Capital expenditures (1) (20) (67) (39)
------- ------- -------- --------
Net cash used in investing activities (760) (1,093) (16,134) (8,700)
------- ------- -------- --------
Cash flows from financing activities:
Net increase (decrease) in deposit accounts 1,673 (851) 1,685 6,043
Net increase in borrowed funds 1,000 4,450 11,500 4,150
Net decrease in advance payments by borrowers for taxes and
insurance (3,349) (3,664) (531) (770)
Proceeds from exercise of stock options - - 30 -
Purchase of treasury common stock - - (997) -
Dividends paid (422) (374) (1,204) (1,048)
------- ------- -------- --------
Net cash provided by (used in) financing activities (1,098) (439) 10,483 8,375
------- ------- -------- --------
Net decrease in cash and cash equivalents (681) (1,685) (1,325) (1,840)
Cash and cash equivalents at beginning 4,148 4,618 4,792 4,773
------- ------- -------- --------
Cash and cash equivalents at end $ 3,467 $ 2,933 $ 3,467 $ 2,933
======= ======= ======== ========
Supplemental cash flow information:
Cash paid during the period for:
Interest on deposit accounts $ 1,862 $ 1,917 $ 5,634 $ 5,569
Interest on borrowed funds 793 575 2,230 1,751
Income taxes 437 674 1,457 1,392
Loans transferred from held for sale to held for investment $ - $ - $ - $ 431
Loans transferred to foreclosed property $ - $ - $ - $ 53

See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>

FCB FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1-PRINCIPLES OF CONSOLIDATION

FCB Financial Corp. (the "Corporation") is the holding company for Fox
Cities Bank, F.S.B. (the "Bank"). The accompanying unaudited consolidated
financial statements include the accounts of the Corporation, the Bank and
the Bank's wholly-owned subsidiaries, Fox Cities Financial Services, Inc.
("FCFS") and Fox Cities Investments, Inc. ("FCI"), after elimination of
significant intercompany accounts and transactions. FCFS sells
tax-deferred annuities and consumer credit life and disability insurance.
In addition, FCFS has a 50% ownership in a low/moderate income apartment
building partnership. The partnership qualifies for federal low income
housing tax credits. FCI, a Nevada corporation, owns and manages a
portfolio of investment securities, all of which are permissible
investments of the Bank itself.

NOTE 2-BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been
prepared in accordance with the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosure
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although management believes that
the disclosures are adequate to prevent the information presented from
being misleading. In the opinion of management, all adjustments
(consisting of normal recurring accruals) necessary for a fair
presentation of the consolidated financial statements have been included.
The results of operations and other data for the three and nine months
ended December 31, 1996 are not necessarily indicative of results that
may be expected for the fiscal year ending March 31, 1997. The unaudited
consolidated financial statements presented herein should be read in
conjunction with the audited consolidated financial statements and related
notes thereto for the fiscal year ended March 31, 1996 included in the
Corporation's Annual Report on Form 10-K (Commission File Number 0-22066)
as filed with the Securities and Exchange Commission.

NOTE 3-ACCOUNTING CHANGES

Effective April 1, 1996, the Corporation adopted Financial Accounting
Standards Board ("FASB") Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of," which requires long-lived assets and
certain intangibles to be held and used by an entity to 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 to be
reported at the lower of carrying amount or fair value less cost to sell.
Adoption of this Statement did not have a material impact on the
Corporation's financial condition at, or results of operations for, the
three or nine months ended December 31, 1996.

Effective April 1, 1996, the Corporation adopted FASB Statement of
Financial Accounting Standards No. 122, "Accounting for Mortgage Servicing
Rights," which amends the previously issued Statement No. 65, "Accounting
for Certain Mortgage Banking Activities." Statement No. 122 requires
recognition of mortgage servicing rights as assets however the rights are
acquired. For loans which are subsequently sold or securitized, a portion
of the cost of the loans is required to be allocated to the servicing
rights based on the relative fair values of the loans and the servicing
rights. The Statement further requires assessment of the value of the
capitalized mortgage servicing rights for impairment. As a result of
adopting this Statement, the Corporation recorded a mortgage servicing
rights ("OMSR") asset and an additional gain on sale of loans of
approximately $45,000 in the quarter ended June 30, 1996, $59,000 in the
quarter ended September 30, 1996, and $59,000 in the quarter ended
December 31, 1996. The Corporation is amortizing OMSR assets over the
period of estimated net servicing income. During the quarter ended
December 31, 1996, approximately $2,600 of OMSR were amortized to loan
servicing income. There was no impairment of OMSR in the quarter or nine
months ended December 31, 1996.

In June 1996, the FASB issued Statement No. 125, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities."
Statement No. 125 supersedes and amends several previously issued FASB
statements and technical bulletins, including Statement No. 122, as well
as the consensus of several Emerging Issues Task Force Abstracts.
Statement No. 125 provides accounting and reporting standards for
transfers and servicing of financial assets and extinguishments of
liabilities based on a financial-components approach that focuses on
control. It distinguishes transfers of financial assets that are sales
from transfers that are secured borrowings. This Statement is effective
for transfers and servicing of financial assets and extinguishments of
liabilities occurring after December 31, 1996, and is to be applied
prospectively. Management believes that adoption of Statement No. 125
will not have a material effect on the financial condition or results of
operation of the Corporation.

NOTE 4-EARNINGS PER SHARE

Earnings per share of common stock for the three- and nine-month periods
ended December 31, 1996 and 1995 were computed based on consolidated net
income and weighted average outstanding shares. The weighted average
number of shares outstanding for the three months ended December 31, 1996
and 1995 were 2,403,117 and 2,551,121 respectively, and 2,406,866 and
2,547,071 for the nine months ended December 31, 1996 and 1995,
respectively.

NOTE 5-STOCK REPURCHASE PROGRAMS

On January 23, 1996, the Corporation announced that it had adopted another
stock repurchase program. Under this program, the Corporation purchased
5% of its outstanding common stock, or 131,530 shares, over the period
beginning January 31, 1996 and ending March 4, 1996. On March 8, 1996,
the Corporation announced that it had adopted an additional stock
repurchase program. Under this additional program, the Corporation is
authorized to purchase an additional 5% of its outstanding common stock,
or 125,630 shares, over the twelve-month period beginning with the date of
the announcement. At December 31, 1996, 56,000 shares had been
repurchased pursuant to this program. These two programs were the third
and fourth 5% stock repurchase programs adopted by the Corporation since
it became a public company in September 1993. The Corporation received
prior approval from the Office of Thrift Supervision for each of the
programs.

<PAGE>

INDEPENDENT AUDITOR'S REPORT

Board of Directors
OSB Financial Corp.
Oshkosh, Wisconsin

We have audited the accompanying consolidated statements of financial
condition of OSB Financial Corp. and Subsidiaries as of December 31, 1996
and 1995, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the three years in the period ended
December 31, 1996. These financial statements are the responsibility of
the Corporation's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial condition of OSB
Financial Corp. and Subsidiaries at December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the three
years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles.

/s/ Wipfli Ullrich Bertelson LLP
Wipfli Ullrich Bertelson LLP

January 14, 1997
Green Bay, Wisconsin

<PAGE>

Consolidated Statements of Financial Condition
OSB FINANCIAL CORP. AND SUBSIDIARIES

December 31,
1996 1995
ASSETS

Cash and due from banks $3,209,608 $3,495,645
Interest-bearing deposits 776,253 293,752
------------ ------------
Cash and cash equivalents 3,985,861 3,789,397

Securities available for sale 70,311,158 79,600,781
Interest receivable on interest-bearing
deposits and investment securities 515,364 401,556
Loans held for sale 1,137,004 3,070,257
Investment in Federal Home Loan Bank
stock, at cost 3,166,000 3,065,300
Loans receivable - Net 170,654,628 165,392,127
Mortgage servicing rights 161,378 -0-
Foreclosed properties -0- 34,000
Interest receivable on loans 873,184 910,814
Real estate held for investment - Net 353,784 701,880
Office properties and equipment 3,524,248 3,716,646
Deferred income taxes 148,012 -0-
Other assets 274,222 131,029
------------ ------------
TOTAL ASSETS $255,104,843 $260,813,787
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Deposit accounts $162,122,269 $156,782,149
Borrowed funds 55,160,000 64,335,000
Advance payments by borrowers
for taxes and insurance 2,264,469 3,622,325
Accrued and other liabilities:
Interest 1,161,583 1,135,807
Other 2,485,031 2,112,941
Income taxes:
Current 155,645 127,121
Deferred -0- 65,000
------------ ------------
Total liabilities 223,348,997 228,180,343
------------ ------------
Commitments and contingencies

Stockholders' equity:
Common stock - $.01 par value:
Authorized - 7,000,000 shares
Issued - 1,530,000 and 1,518,000
shares at December 31, 1996 and
1995, respectively 15,300 15,180
Additional paid-in capital 17,090,657 16,883,089
Retained earnings - Substantially
restricted 24,531,199 23,909,462
Unearned compensation - ESOP (520,226) (614,941)
Unearned compensation - MRP (678,217) (689,569)
Unrealized loss on securities
available for sale - Net of tax (248,833) (37,000)
------------ ------------
Totals 40,189,880 39,466,221
Less - 369,866 and 302,498 shares
of treasury common stock, at cost,
at December 31, 1996 and 1995,
respectively (8,434,034) (6,832,777)
------------ ------------
Total stockholders' equity 31,755,846 32,633,444
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $255,104,843 $260,813,787
============ ============

See accompanying notes to consolidated financial statements.

<PAGE>

Consolidated Statements of Income
OSB FINANCIAL CORP. AND SUBSIDIARIES

Year Ended December 31,
1996 1995 1994
Interest and dividend income:
Mortgage loans $10,814,383 $10,677,738 $ 8,460,334
Other loans 2,605,490 1,531,408 906,382
Investment securities 1,365,115 1,849,559 1,933,855
Mortgage-related securities 3,226,343 3,232,720 2,278,011
Interest-bearing deposits 183,286 42,359 96,293
Dividends on stock in
Federal Home Loan Bank 206,637 181,465 100,734
----------- -------- -----------
Total interest and
dividend income 18,401,254 17,515,249 13,775,609
----------- -------- -----------
Interest expense:
Deposit accounts 7,749,365 7,707,873 5,875,866
Borrowed funds 3,115,722 3,237,740 1,337,311
----------- -------- -----------
Total interest expense 10,865,087 10,945,613 7,213,177
----------- -------- -----------
Net interest income 7,536,167 6,569,636 6,562,432
Provision for loan losses 515,000 198,400 30,000
----------- -------- -----------
Net interest income after
provision for loan losses 7,021,167 6,371,236 6,532,432
----------- -------- -----------
Noninterest income:
Loan fees and charges 293,017 296,383 333,115
Savings fees and charges - Net 312,246 210,356 184,122
Write-down of equity securities
due to other than temporary
loss in value -0- (814,080) -0-
Gain (loss) on sale of loans 218,513 183,085 (42,074)
Gain (loss) on sale of investments 11,003 -0- (4,165)

Gain on sale of other assets 19,346 9,421 174,000
Other income 184,410 174,253 201,701
----------- -------- -----------
Total noninterest income 1,038,535 59,418 846,699

Operating expenses:
Compensation, payroll taxes,
and other employee benefits 2,518,000 2,619,989 2,252,194
Marketing 221,846 191,510 231,315
Occupancy 621,566 648,324 640,067
Data processing 370,366 323,300 278,291
Federal insurance premiums 1,432,050 369,675 334,973
Other 945,797 1,324,168 921,520
----------- -------- -----------
Total operating expenses 6,109,625 5,476,966 4,658,360

Income before provision for
income taxes 1,950,077 953,688 2,720,771
Provision for income taxes 635,200 686,000 1,018,300
----------- -------- -----------
Net income $ 1,314,877 $267,688 $ 1,702,471
=========== ======== ===========
Earnings per share $1.17 $.23 $1.36
===== ==== =====
Cash dividends per share $ .62 $.56 $ .52
===== ==== =====

See accompanying notes to consolidated financial statements.

<PAGE>

Consolidated Statements of Stockholders' Equity
OSB FINANCIAL CORP. AND SUBSIDIARIES

<TABLE>
Unrealized
Loss on
Securities
Additional Available Treasury
Common Paid-In Retained Unearned Compensation for Sale - Common
Stock Capital Earnings ESOP MRP Net of Tax Stock Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1,
1994 $15,020 $16,630,980 $23,262,733 $(805,398) $(690,000) $ (90,000) $(3,275,434) $35,047,901
Exercise of stock options 20 22,980 23,000
Net income for 1994 1,702,471 1,702,471
Cash dividends declared (676,007) (676,007)
Repayment on ESOP
borrowing 94,752 94,752
Purchase of treasury
common stock -
106,095 shares (2,381,026) (2,381,026)
Increase in unrealized
loss on securities
available for sale
- Net of tax (1,550,000) (1,550,000)
------- ----------- ----------- --------- --------- --------- ----------- -----------
Balance at December 31,
1994 15,040 16,653,960 24,289,197 (710,646) (690,000) (1,640,000) (5,656,460) 32,261,091
Exercise of stock options 140 228,660 228,800
Net income for 1995 267,688 267,688
Cash dividends declared (647,423) (647,423)
Award of MRP shares 469 431 900
Repayment on ESOP
borrowing 95,705 95,705
Purchase of treasury
common stock -
50,103 shares (1,176,317) (1,176,317)
Decrease in unrealized loss
on securities available
for sale - Net of tax 1,603,000 1,603,000
------- ----------- ----------- --------- --------- --------- ----------- -----------
Balance at December 31,
1995 15,180 16,883,089 23,909,462 (614,941) (689,569) (37,000) (6,832,777) 32,633,444
Exercise of stock options 120 195,518 195,638
Net income for 1996 1,314,877 1,314,877
Cash dividends declared (693,140) (693,140)
Award of MRP shares 12,050 11,352 23,402
Repayment on ESOP
borrowing 94,715 94,715
Purchase of treasury
common stock -
67,368 shares (1,601,257) (1,601,257)
Increase in unrealized
loss on securities
available for sale -
Net of tax (211,833) (211,833)
------- ----------- ----------- --------- --------- --------- ----------- -----------
Balance at December 31,
1996 $15,300 $17,090,657 $24,531,199 $(520,226) $(678,217) $(248,833) $(8,434,034) $31,755,846
======= =========== =========== ========= ========= ========= =========== ===========

See accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>

Consolidated Statements of Cash Flows
OSB FINANCIAL CORP. AND SUBSIDIARIES

1996 1995 1994

Cash flows from operating activities:

Net income $1,314,877 $267,688 $1,702,471
---------- -------- ----------
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 329,708 303,250 312,302
Provision for estimated losses
on assets 515,000 285,400 30,000
Net gain on sale of assets (248,862) (192,506) (64,771)
Write-down of equity securities
due to other than temporary
loss in value -0- 814,080 -0-
Provision (credit) for
deferred income taxes (91,804) 69,142 (144,000)
Loans originated for sale (17,396,525) (8,722,254) (8,105,632)
Proceeds from loan sales 19,551,481 9,747,853 19,645,597
Changes in operating assets
and liabilities 147,880 165,294 (57,856)
---------- -------- ----------
Total adjustments 2,806,878 2,470,259 11,615,640
---------- -------- ----------
Net cash provided by
operating activities 4,121,755 2,737,947 13,318,111
---------- -------- ----------
Cash flows from investing
activities:
Proceeds from sale of
securities available
for sale 10,858,957 -0- 1,602,335
Proceeds from maturities of
investment securities 5,500,000 6,061,225 2,000,000
Purchase of investment
securities (9,956,828) -0- (6,516,392)
Principal repayments on
mortgage-related securities 2,556,965 1,882,321 4,989,827
Purchase of mortgage-related
securities -0- (4,284,418) (31,884,294)
Net increase in loans (5,777,501) (24,906,740) (30,567,148)
Purchase of FHLB stock (356,500) (1,080,300) (594,200)
Proceeds from redemption
of FHLB stock 255,800 -0- -0-
Proceeds from sale of
foreclosed properties
and investment properties 401,061 246,386 1,200,293
Capital expenditures (131,628) (531,587) (1,107,829)
---------- -------- ----------
Net cash provided by
(used in) investing
activities 3,350,326 (22,613,113) (60,877,408)
---------- -------- ----------
Cash flows from
financing activities:
Net increase (decrease)
in deposit accounts 5,340,120 (1,553,059) 17,551,601
Net increase (decrease)
in borrowed funds (9,175,000) 25,385,000 31,400,000
Net increase (decrease)
in advance payments by
borrowers for taxes
and insurance (1,357,856) (22,630) 293,950
Exercise of stock options 195,638 228,800 23,000
Purchase of treasury
common stock (1,601,257) (1,176,317) (2,381,026)
Dividends paid (677,262) (647,423) (663,466)
---------- -------- ----------
Net cash provided by
(used in) financing
activities (7,275,617) 22,214,371 46,224,059
---------- -------- ----------
Net increase (decrease)
in cash and cash
equivalents 196,464 2,339,205 (1,335,238)
Cash and cash equivalents
at beginning 3,789,397 1,450,192 2,785,430
---------- -------- ----------
Cash and cash equivalents
at end $3,985,861 $3,789,397 $1,450,192
========== ========== ==========

Supplemental information:

Cash paid during the year for:
Interest on deposit
accounts $7,674,539 $7,599,100 $5,708,435
Interest on borrowed funds 3,164,772 3,112,541 1,190,187
Income taxes 640,825 728,331 1,062,250
Loans transferred to
foreclosed properties -0- 81,000 351,473
Loans originated from
sale of foreclosed
properties -0- 64,000 212,362
Loans transferred to held
for sale from held
for investment -0- 3,701,058 -0-
Loans transferred to held
for investment from held
for sale 567,678 -0- -0-

See accompanying notes to consolidated financial statements.

<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies of OSB Financial Corp. and Subsidiaries (the
"Corporation") conform to generally accepted accounting principles and
prevailing practices within the thrift industry. A summary of the more
significant accounting policies follows.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
OSB Financial Corp.; Oshkosh Savings Bank, FSB, (the "Bank"); and its
wholly owned subsidiaries, Oshkosh Financial, Inc. and OSB Investments,
Inc., after elimination of significant intercompany accounts and
transactions.

Nature of Operations

OSB Financial Corp. is the holding company for Oshkosh Savings Bank, FSB.
The holding company owns all of the outstanding stock of the Bank. The
Bank is a federally chartered stock savings bank which conducts its
business through seven full service facilities. The Bank operates as a
full service financial institution with a primary market area including,
but not limited to, Winnebago, Outagamie, Calumet, Marquette, Fond du Lac,
Green Lake, and Waushara counties. The Bank emphasizes permanent and
construction loans secured by residential real estate. The Bank also
originates multi-family, construction, and commercial loans. Oshkosh
Financial, Inc. sells mutual funds and other non-traditional products
through an operating agreement. OSB Investments, Inc., a Nevada
corporation, owns and manages a portfolio of investment securities, all of
which are permissible investments of the Bank itself.

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 could differ from those
estimates.

Cash Equivalents

The Corporation considers all highly liquid debt instruments with an
original maturity of three months or less to be cash equivalents.

Investments in Securities

The Corporation's investments in securities are classified as available
for sale and are accounted for as follows:

Securities available for sale consist of equity securities and debt and
mortgage-related securities. 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, if judged to be
temporary.

Gains and losses on the sale of securities available for sale are
determined using the specific-identification method. Investment
securities are analyzed by management to determine whether a decline in
fair value below the amortized cost basis is temporary. If a decline in
fair value is judged to be other than temporary, the cost basis of the
individual security is written down to fair value and the amount of the
write-down is included in the income statement.

Loans Held for Sale

Loans held for sale consist of the current origination of certain fixed-
rate, first-mortgage loans and are recorded at the lower of aggregate cost
or market value. Fees received from the borrower are deferred and
recorded as an adjustment of the sale price. A gain or loss is recognized
at the time of the sale reflecting the present value of the difference
between the contractual interest rate of the loans sold and the yield to
the investor, adjusted for an estimated normal servicing fee. The
servicing fee is recognized when the related loan payments are received.

Loans Receivable

Loans receivable are stated at unpaid principal balances, less the
allowance for loan losses, and net deferred loan-origination fees and
discounts.

Loan Fees and Related Costs

Loan-origination fees, commitment fees, and direct loan-origination costs
are being deferred and the net amounts amortized as an adjustment of the
related loan's yield. The Bank is amortizing these amounts into interest
income, using the level-yield method, over the contractual life of the
related loan.

Other loan fees not required to be recognized as a yield adjustment are
included in loan fees and service charges.

Mortgage Servicing Rights

The cost of mortgage servicing rights is amortized in proportion to, and
over the period of, estimated net servicing revenues. Impairment of
mortgage servicing rights is assessed based on the fair value of those
rights. Fair values are estimated using discounted cash flows based on a
current market interest rate. For purposes of measuring impairment, the
rights are stratified by rate in the quarter in which they were sold.

Real Estate Held for Investment and Foreclosed Properties

Real estate properties acquired through, or in lieu of, loan foreclosure
are initially recorded at fair value at the date of foreclosure. Real
estate properties held for investment are carried at the lower of cost or
net realizable value. Costs relating to development and improvement of
property are capitalized, whereas costs relating to the holding of
property are expensed.

Provision for Estimated Losses on Loans and Foreclosed Properties

Effective January 1, 1995, the Corporation adopted Statement of Financial
Accounting Standards (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"
(SFAS No. 114).

In accordance with the new standard, the allowance for loan losses would
include 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 the Corporation 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 Corporation evaluates the overall adequacy of the allowance for
loan losses on an ongoing basis, the adoption of SFAS No. 114 did not
effect the amount of the allowance for loan losses or the existing income
recognition and charge-off policies for nonperforming loans.

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

Income Taxes

Deferred income taxes have been provided under the liability method.
Deferred tax assets and liabilities are determined based upon the
difference 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 is the result of changes in the deferred tax asset and liability.

Office Properties and Equipment

Office properties and equipment are recorded at cost. Maintenance and
repair costs are charged to expense as incurred. When property is retired
or otherwise disposed of, the related cost and accumulated depreciation
are removed from the respective accounts and the resulting gain or loss is
recorded in income. The cost of office properties and equipment is being
depreciated principally by the straight-line method over the estimated
useful lives of the assets for financial reporting purposes.

Advertising Costs

Advertising costs are expensed as incurred.

Earnings per Share

Earnings per share of common stock for the years ended December 31, 1996,
1995, and 1994, were computed based on consolidated net income and
weighted average outstanding shares. The resulting weighted average
number of shares for the years ended December 31, 1996, 1995, and 1994,
are 1,123,060; 1,172,490; and 1,255,075, respectively.

For purpose of earnings per share calculations, MRP shares are considered
issued and outstanding when awarded. ESOP shares are considered issued
and outstanding.

Common stock equivalents are computed using the treasury stock method.
Since there is less than 3% dilution, primary and fully diluted earnings
per share are the same.

Future Accounting Changes

The Financial Accounting Standards Board (FASB) issued SFAS No. 125,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities," in June 1996. SFAS No. 125 provides
accounting and reporting standards for transfers and servicing of
financial assets and extinguishment of liabilities. The statement
provides guidelines for classification of a transfer as a sale. The
statement also requires liabilities incurred or obtained by transferors as
part of a transfer of financial assets be initially recorded at fair
value. Subsequent to acquisition, the servicing assets and liabilities
are to be amortized over the estimated net servicing period. This
statement is required to be adopted for transfers and servicing of
financial assets and extinguishments of liabilities occurring after
December 31, 1996.

In December 1996, the FASB issued SFAS No. 127, "Deferral of the Effective
Date of Certain Provisions of FASB Statement No. 125." This statement
defers implementation of certain provisions of SFAS No. 125 for one year.
Adoption of SFAS No. 127 is not anticipated to have a significant impact
on the Corporation's financial condition or results of operations once
implemented.

NOTE 2 - CHANGE IN ACCOUNTING METHOD

The FASB issued SFAS No. 122, "Accounting for Mortgage Servicing Rights,"
in May 1995. As required under the statement, the Corporation adopted the
provisions of the new standard effective January 1 1996. SFAS No. 122
requires accounting recognition of the rights to service mortgage loans
for others. In accordance with SFAS No. 122, prior-period consolidated
financial statements have not been restated to reflect the change in
accounting principle.

In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation." As required under the statement, the Corporation adopted
the provisions of the new standard effective January 1, 1996. SFAS No.
123 establishes financial accounting and reporting standards for stock-
based employee compensation plans. The statement requires disclosure in
the notes to the financial statements of the difference between the "fair
value method" and the "intrinsic value method" as prescribed by APB
Opinion No. 25, "Accounting for Stock Issued to Employees." The

Corporation has elected to continue to account for stock-based
compensation in accordance with APB Opinion No. 25 on the financial
statements.

NOTE 3 - INVESTMENTS IN SECURITIES

The amortized cost and estimated fair value of the Corporation's
investment securities available for sale at December 31 are as follows:

Gross Gross
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
1996

U.S. government and
agency securities $20,483,139 $102,637 $70,341 $20,515,435
Obligations of state
and political
subdivisions 4,554,669 23,253 12,977 4,564,945
Mortgage-related
securities 44,772,299 361,970 797,940 44,336,329
Mutual funds -
Marketable equity
securities 889,776 -0- 1,785 887,991
Other 6,458 -0- -0- 6,458
----------- -------- -------- -----------
Total $70,706,341 $487,860 $883,043 $70,311,158
=========== ======== ======== ===========
1995

U.S. government and
agency securities $16,080,046 $119,782 $32,740 $16,167,088
Obligations of state
and political
subdivisions 4,549,362 25,084 15,561 4,558,885
Mortgage-related
securities 49,996,739 598,502 757,209 49,838,032
Mutual funds -
Marketable equity
securities 9,030,318 -0- -0- 9,030,318
Other 6,458 -0- -0- 6,458
----------- -------- -------- -----------
Total $79,662,923 $743,368 $805,510 $79,600,781
=========== ======== ======== ===========

The amortized cost and estimated fair value of debt securities available
for sale at December 31, 1996, by contractual maturity, are shown below.
Expected maturities for mortgage-related securities will differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

Amortized Estimated
Cost Fair Value

Due in one year or less $3,521,182 $3,529,150
Due after one year through
five years 17,353,711 17,377,561
Due after five years through
ten years 4,162,915 4,173,669
Mortgage-related securities 44,772,299 44,336,329
----------- -----------
Total $69,810,107 $69,416,709
=========== ===========

Proceeds from sale of securities available for sale for the year ended
December 31, 1996 were $10,858,957. Gross gains of $21,391 and gross
losses of $10,388 were realized on sales in 1996. The Corporation
recognized a loss in 1995 of $814,080 due to other than temporary price
declines on mutual funds. There were no sales of securities available for
sale in 1995. Proceeds from sales of securities available for sale during
the year ended December 31, 1994, were $1,602,335. Gross gains of $28,125
and gross losses of $32,290 were realized on sales in 1994.

In December 1995, securities with a book value of approximately
$42,913,000 and an estimated fair value of $42,617,000 were transferred
from the held to maturity classification to the available for sale
classification. The transfer was made in accordance with the Financial
Accounting Standards Board Guide to Implementation of SFAS No. 115.

NOTE 4 - LOANS RECEIVABLE

Details of loans receivable at December 31 follow:

1996 1995
First-mortgage loans:

One to four-family residential $123,073,617 $129,061,810
Multifamily residential 6,433,259 6,797,396
Construction 7,710,313 7,892,925
Land 1,029,975 1,703,296
----------- -----------
Total first-mortgage loans 138,247,164 145,455,427
----------- -----------
Consumer loans:
Consumer - Residential 14,176,164 10,584,771
Education loans 1,710,534 830,668
Auto 1,122,267 1,387,731
Other secured 901,861 549,562
Unsecured 685,461 559,142
----------- -----------
Total consumer loans 18,596,287 13,911,874
----------- -----------
Commercial loans:
Real estate 15,055,806 9,146,747
Other 3,622,130 2,712,650
----------- -----------
Total commercial loans 18,677,936 11,859,397
----------- -----------
Subtotals 175,521,387 171,226,698
----------- -----------
Less:
Undisbursed loan proceeds 3,651,320 4,868,373
Allowance for loan losses 1,226,738 810,176
Net deferred loan-origination
fees (costs) (11,299) 156,022
----------- -----------
Subtotals 4,866,759 5,834,571
----------- -----------
Totals $170,654,628 $165,392,127
============ ============

A summary of the activity in the allowance for loan losses is as follows:

Year Ended December 31,
1996 1995 1994

Balance at beginning $810,176 $632,651 $645,000
Provisions 515,000 198,400 30,000
Charge offs, net of
recoveries (98,438) (20,875) (42,349)
---------- -------- --------
Balance at end $1,226,738 $810,176 $632,651
========== ======== ========

The Bank had $60,000 of impaired loans at December 31, 1996, all of which
were on a nonaccrual basis. The average recorded investment in impaired
loans during 1996 was approximately $109,993, for which no interest income
was recognized in 1996. The Bank had no impaired loans at December 31,
1995.

The majority of the Bank's lending activity is with borrowers located
within its primary market area. Although the Bank has a diversified
portfolio, a substantial portion of its debtors' ability to honor their
contracts is dependent upon the general economic conditions of the area.

NOTE 5 - LOAN SERVICING

Mortgage loans serviced for others are not included in the accompanying
consolidated statements of financial condition. The unpaid principal
balances of mortgage loans serviced for others was $101,824,785 and
$95,381,412 at December 31, 1996 and 1995, respectively.

Custodial escrow balances maintained in connection with the foregoing loan
servicing, and included in "Accrued and Other Liabilities-Other", were
$801,600 and $656,826 at December 31, 1996 and 1995, respectively.

No impairment of mortgage servicing rights existed at December 31, 1996,
therefore no valuation allowance was recorded.

Following is an analysis of changes in mortgage servicing rights in 1996.

Balance January 1, 1996 $-0-
Capitalized amounts 193,298
Less - Amortization (31,920)
-------
Balance December 31, 1996 $161,378
========

Mortgage servicing rights are required to be recognized as a separate
asset and amortized over the estimated servicing income beginning on
January 1, 1996. Mortgage servicing rights were stratified by rate in the
quarter in which they were sold and amortized using the level yield
method.

NOTE 6 - FORECLOSED PROPERTIES

Foreclosed properties at December 31 are summarized as follows:

1996 1995
Acquired by foreclosure or by deed
in lieu of foreclosure $-0- $81,000
Less - Allowance for estimated
losses -0- 47,000
---- -------
Totals $-0- $34,000
==== =======

A summary of the activity in the allowance for losses on foreclosed
properties is as follows:

Year Ended December 31,
1996 1995 1994
Balance at
beginning $47,000 $-0- $5,175
Provisions -0- 47,000 -0-
Charge offs (47,000) -0- (5,175)
-------- ------- ------
Balance at end $-0- $47,000 $-0-
======== ======= ======

NOTE 7 - OFFICE PROPERTIES AND EQUIPMENT

Office properties and equipment at December 31 consist of the following:

1996 1995

Land and land improvements $434,029 $427,194
Buildings and building
improvements 3,991,005 3,992,867
Furniture, fixtures, and equipment 2,102,924 1,980,973
Automobiles 24,841 32,869
---------- ----------
Subtotals 6,552,799 6,433,903
Less - Accumulated depreciation (3,028,551) 2,717,257
---------- ----------
Totals $3,524,248 $3,716,646
========== ==========

Depreciation charged to operations totaled $321,218 in 1996, $317,437 in
1995, and $295,116 in 1994.

NOTE 8 - DEPOSIT ACCOUNTS

Deposit accounts at December 31 are summarized as follows:

1996 1995

Business Checking (0.00%) $1,462,304 $729,853
NOW Accounts (1.75% to 2.00% in 1996 and
1.75% to 2.25% in 1995) 14,163,812 14,302,734
Passbook accounts (2.50% in 1996 and 1995) 18,018,949 20,674,370
Money Manager accounts (2.75% to 5.00%
in 1996 and 3.00% to 5.00% in 1995) 3,829,577 4,136,392
Money Market Index accounts (4.73% to
5.47% in 1996 and 5.29% to 5.51% in 1995) 15,288,501 9,756,039
Certificate accounts (4.72% to 6.69% in
1996 and 4.80% to 7.78% in 1995) 109,359,126 107,182,761
------------ ------------
Totals $162,122,269 $156,782,149
============ ============
Weighted average interest rate 4.57% 4.68%
===== =====

The aggregate amount of short-term jumbo certificates of deposit with a
minimum denomination of $100,000 was $3,832,058 and $4,980,718 at
December 31, 1996 and 1995, respectively.

On December 31, 1996 certificate accounts have scheduled maturity dates as
follows:

<TABLE>
<CAPTION>
Year Ending December 31,
1997 1998 1999 2000 2001 Total
<S> <C> <C> <C> <C> <C> <C>
2.00-2.99% $7,402 $-0- $-0- $-0- $-0- $7,402
3.00-3.99% 1,037,446 -0- -0- -0- -0- 1,037,446
4.00-4.99% 3,292,248 367,705 -0- -0- -0- 3,659,953
5.00-5.99% 64,102,848 20,560,840 8,937,337 3,939,703 892,161 98,432,889
6.00-6.99% 3,546,795 1,024,614 1,559,944 80,083 -0- 6,211,436
7.00-7.99% 10,000 -0- -0- -0- -0- 10,000
----------- ----------- ----------- ---------- -------- ------------
$71,996,739 $21,953,159 $10,497,281 $4,019,786 $892,161 $109,359,126
=========== =========== =========== ========== ======== ============

</TABLE>

Interest expense on deposit accounts consists of the following:

Year Ended December 31,
1996 1995 1994
NOW and Money
Manager accounts $351,367 $358,124 $384,547
Passbook accounts 521,932 800,942 780,394
Money Market Index
accounts 713,649 90,795 -0-
Certificate of deposit
accounts 6,162,417 6,458,012 4,710,925
---------- ---------- ----------
$7,749,365 $7,707,873 $5,875,866
========== ========== ==========

NOTE 9 - BORROWED FUNDS

As a member of the Federal Home Loan Bank (FHLB) system, the Bank may
utilize various borrowing alternatives, secured by
pledges of mortgage loans and FHLB stock.

At December 31, 1996, the Bank had a total of $55,160,000 in FHLB advances
outstanding. Advances of $500,000 are on an open line dated May 26, 1994,
with interest at a daily adjustable rate (6.95% at December 31, 1996).
The remaining advances of $54,660,000 have original maturities from 2 to
48 months with interest rates ranging from 5.08% to 6.13%. Interest is
payable monthly.

At December 31, 1995, the Bank had a total of $59,335,000 in FHLB advances
outstanding. Advances of $3,850,000 were on the open line of credit, with
interest at a daily adjustable rate (5.31% at
December 31, 1995). The remaining advances of $55,485,000 had original
maturities ranging from 3 to 48 months with interest rates ranging from
4.89% to 6.12%. Interest was payable monthly.

At December 31, 1995, the Bank also had Federal Funds purchased of
$5,000,000 at a commercial bank. The interest rate (6.13% at December 31,
1995) was adjustable and payable daily.

Required payments of principal on borrowed funds at December 31, 1996,
including line of credit and current maturities, are summarized as
follows:

1997 $47,810,000
1998 6,100,000
1999 1,250,000
-----------
Total $55,160,000
===========

NOTE 10 - EMPLOYEE RETIREMENT PLANS

The Bank has a qualified defined contribution 401(k) plan covering
substantially all of its full-time employees. The Bank matches 50% of the
employee's contribution up to a maximum employee contribution of 4%. The
defined contribution 401(k) retirement plan expense totaled $31,758,
$26,868, and $25,658 for 1996, 1995, and 1994, respectively.

The Corporation also sponsors an Employee Stock Ownership Plan (ESOP) for
substantially all of its employees. The ESOP originally borrowed
$1,035,000 from OSB Financial Corp. and purchased 90,000 shares of
Corporation common stock. The loan is payable at $23,688 on a quarterly
basis plus interest at the prime rate (8.25% at December 31, 1996 and 8.5%
at December 31, 1995) over a ten-year amortization. Contributions to the
plan must be sufficient to service the ESOP loan. Any additional
contributions are determined by the Board of Directors.

ESOP expense was $93,521, $105,171, and $105,057 for 1996, 1995, and 1994,
respectively. Dividends earned by the ESOP were $49,780, $49,629, and
$44,642 for 1996, 1995, and 1994, respectively, and were used to reduce
loan principal. Outstanding ESOP debt at December 31, 1996, is reflected
in the consolidated statement of financial condition as unearned
compensation in stockholders' equity. There are 45,237 shares remaining
to be allocated to ESOP participants at December 31, 1996.

NOTE 11 - STOCK BASED COMPENSATION PLAN

The Corporation has authorized 150,000 shares of common stock to be
allowed for a nonqualified stock option plan for employees and directors.
A committee comprised of at least two directors of the Corporation
administer the plan. The committee determines the granting of options.
The options may be incentive stock options (ISO) or nonincentive stock
options (SO). ISO's option price may not be less than fair market value
at grant date. SO's option price is established by the committee. The
plan's ability to grant option awards will terminate June 30, 2002, ten
years from the effective date, unless terminated sooner. All options
granted also have an exercise term of ten years from grant date, unless
the grantee owns more than 10% of the outstanding common stock, in which
case the exercise term is five years.

The fair value of each option granted is estimated on the grant date using
the Black-Scholes methodology. The following assumptions were made in
estimating fair value (all options were granted in 1995):

Dividend yield 3.30%
Risk-free interest rate 5.15%
Expected life 7 years
Expected volatility 30.79%

The weighted average fair value of options granted in 1995 as of their
grant date, using the assumptions shown above, was computed at $4.56 per
option.

The Corporation applies APB Opinion No. 25 in accounting for its stock
option plan. Accordingly, no compensation cost has been recognized for
the plan. Had compensation cost been determined on the basis of fair
value pursuant to SFAS No. 123, net income and earnings per share would
have been reduced as follows:

1996 1995
Net income:

As reported $1,314,877 $267,688
========== ========
Pro forma $1,280,821 $251,376
========== ========
Earnings per share:

As reported $1.17 $0.23
===== =====
Pro forma $1.12 $0.21
===== =====

As discussed in Note 17, the Corporation has entered into an agreement for
a merger of equals. As part of this merger, all outstanding stock options
become vested. The accelerated vesting has not been taken into account in
the pro forma information provided above.

The following is a summary of stock option transactions for the three
years ended December 31, 1996:

Number
of Shares Per Share

Outstanding at December 31, 1993 45,000 $11.50
Granted 3,000 22.50
Exercised (2,000) 11.50
-------
Outstanding at December 31, 1994 46,000 11.50-22.50
Granted 41,425 21.25-24.25
Exercised (14,000) 11.50

Canceled (1,500) 23.88
-------
Outstanding at December 31, 1995 71,925 11.50-24.25
Exercised (12,000) 11.50
------- -----------
Outstanding at December 31, 1996 59,925 $11.50-24.25
======= ============
Eligible at December 31, 1996,
for exercise currently 25,500
=======

The following is a summary of the status of stock options outstanding at
December 31, 1996:

Outstanding Options Exercisable Options

Weighted
Average Weighted Weighted
Remaining Average Average
Exercise Contractual Exercise Exercise
Price Range Number Life Price Number Price

$11.50 17,000 Exercisable $11.50 17,000 $11.50
21.00 - 24.00 22,000 3 years 23.03 8,500 22.69
24.25 20,925 3 years 24.25

The Corporation also sponsors a Management Development and Recognition
Plan (MRP) for the benefit of officers and key management employees. The
Corporation has reserved 60,000 shares of common stock for the MRP. A
committee of directors has sole discretion to determine plan share awards.
Compensation expense is recorded as the recipients become vested in the
shares awarded. Compensation expense is based on the stock's fair market
value at the date of the award. Unvested shares are reflected in the
consolidated statement of financial condition as unearned compensation in
stockholders' equity. At December 31, 1996, 11,350 shares have been
awarded to key management employees at prices between $23.63 and $24.00
per share. These shares vest at various times during the next 11 years.
During 1996, $23,402 has been amortized to expense.

NOTE 12 - INCOME TAXES

The provision for income taxes consists of the following:

Year Ended December 31,
1996 1995 1994
Current tax expense:
Federal $702,004 $492,858 $ 910,000
State 25,000 124,000 252,300
-------- -------- ----------
Total current 727,004 616,858 1,162,300
-------- -------- ----------
Deferred tax benefit:
Federal (57,804) (199,858) (115,000)
State (14,000) (51,000) (29,000)
-------- -------- ----------
Total deferred (71,804) (250,858) (144,000)
-------- -------- ----------
Change in valuation
allowance (20,000) 320,000 -0-
-------- -------- ----------
Total provision for
income taxes $635,200 $686,000 $1,018,300
======== ======== ==========

1996 1995
Deferred tax assets:
Allowance for loan losses $370,000 $185,000
Deferred directors' fees 298,000 260,000
Unrealized loss on securities
available for sale 146,350 25,142
Capital loss carryover 300,000 320,000
Other 56,662 59,858
--------- --------
Total deferred tax assets 1,171,012 850,000
Valuation allowance (300,000) (320,000)
--------- --------
Subtotals 871,012 530,000

Deferred tax liabilities:
Depreciation (506,000) (494,000)
FHLB stock dividends (82,000) (99,000)
Deferred loan fees (72,000) (2,000)
Mortgage servicing rights (63,000) -0-
--------- --------
Total deferred tax liabilities (723,000) (595,000)
--------- --------
Net deferred tax asset (liability) $148,012 $(65,000)
======== ========

The provision for income taxes differs from that computed at the federal
statutory corporate tax rates as follows:

Year Ended December 31,
1996 1995 1994
Amount Percent Amount Percent Amount Percent
Income before
income taxes $1,950,077 $953,688 $2,720,771
========== ======== ==========
Tax at federal
statutory
rates $663,000 34 $324,000 34 $925,000 34
State income
taxes - Net
of federal
income tax
benefits 7,000 48,000 5 147,000 5
Tax-exempt
interest
and dividend
exclusion (68,000) (3) (66,000) (7) (57,000) (2)
Change in
valuation
allowance (20,000) (1) 320,000 34 -0-
Other 53,200 3 60,000 6 3,300
-------- --- -------- --- ---------- ---
Totals $635,200 33 $686,000 72 $1,018,300 37
======== === ======== === ========== ===

NOTE 13 - STOCKHOLDERS' EQUITY

At the time of its stock conversion, the Bank established a liquidation
account in an amount equal to its total net worth as of the date of the
latest consolidated statement of financial condition appearing in the
final prospectus. The liquidation account will be maintained for the
benefit of eligible account holders who continue to maintain their
accounts at the Bank after the conversion. The liquidation account will
be reduced annually to the extent that eligible account holders have
reduced their qualifying deposits. Subsequent increases will not restore
an eligible account holder's interest in the liquidation account. In the
event of a complete liquidation, each account holder will be entitled to
receive a distribution from the liquidation account in an amount
proportionate to the current adjusted qualifying balances for accounts
then held. Except for the purchase of stock and payment of dividends by
the Bank, the existence of the liquidation account will not restrict use
or application of stockholders' equity.

The following table summarizes the Bank's capital ratios and the ratios
required by federal laws and regulations at December 31, 1996:

Tangible Core Risk-Based
Capital Capital Capital
($ in Thousands)
Bank's Regulatory
Percentage 10.8% 10.8% 22.4%
Required Regulatory
Percentage 1.5% 3.0% 8.0%
------- ------- -------
Excess Regulatory
Percentage 9.3% 7.8% 14.4%
======= ======= =======
Bank's Regulatory
Capital $27,697 $27,697 $28,924
Required Regulatory
Capital 3,839 7,678 10,320
------- ------- -------
Excess Regulatory
Capital $23,858 $20,019 $18,604
======= ======= =======

The following table summarizes the differences between stockholder's
equity of the Bank and its regulatory capital at December 31, 1996:

Tangible
and Core Risk-Based
Capital Capital

Stockholder's equity $27,464 $27,464
Add - Unrealized losses on
securities available for sale 249 249
Add - General loss allowance -0- 1,227
Less - Excess mortgage servicing
rights 16 16
------- -------
Adjusted Regulatory Capital $27,697 $28,924
======= =======

The Bank has been rated by the OTS as a Tier 1 institution which is
defined as "an association that has capital immediately prior to and on a
pro forma basis after giving effect to a proposed capital distribution
that is equal to or greater than the amount of its fully phased-in capital
requirement." It is management's opinion, as of December 31, 1996, that
the Bank meets all capital adequacy requirements to which it is subject,
and there were no conditions or events since OTS's rating which would have
changed the bank's rating.

The capital distribution regulations allow a Tier 1 association to make
capital distributions during a calendar year up to 100% of its net income
to date plus the amount that would reduce by one half its surplus capital
ratio at the beginning of the calendar year. Any distributions in excess
of that amount requires prior OTS notice, with the opportunity for OTS to
object to the distribution.

The Bank has qualified under provisions of the Internal Revenue Code which
permit as a deduction from taxable income an allowance for bad debts which
differs from the provision for such losses charged to income.
Accordingly, retained earnings at December 31, 1996 included approximately
$8 million for which no provision for federal income taxes has been made.
If in the future this portion of retained earnings is used for any purpose
other than to absorb bad debt losses, federal income taxes may be imposed
at the then applicable rates.

NOTE 14 - COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Corporation has outstanding loan
commitments, to sell loans on the secondary market, that are not reflected
in the accompanying consolidated financial statements. At December 31,
1996, the Corporation had outstanding firm commitments to sell $575,989 of
fixed-rate, first-mortgage loans to Federal National Mortgage Association
(FNMA).

Fees received in connection with these commitments have not been
recognized in income.

Legislation was passed in 1996 to require recapture of previously allowed
tax bad debt provisions. This legislation requires the corporation to
recapture its post-1987 reserves of $412,187, over an anticipated six-year
period. The repayments have an immaterial impact on the income statement
due to the current deferred tax implications of the allowance for loan
losses.

Total recapture required $412,187
1996 recapture recognized (68,698)
--------
Balance to be recaptured 1997-2001 $343,489
========

NOTE 15 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates, methods, and assumptions for the Corporation's
financial instruments are summarized as follows.

Cash and Cash Equivalents

The carrying values approximate the fair values for these assets.

Securities Available for Sale

Fair values are based on quoted market prices, where available. If a
quoted market price is not available, fair value is estimated using quoted
market prices for similar securities.

Loans

Fair values are estimated for portfolios of loans with similar financial
characteristics. Loans are segregated by type, such as commercial,
residential mortgage, and other consumer. For certain homogenous
categories of loans, such as fixed-rate residential mortgages, fair value
is estimated using the quoted market prices for securities backed by
similar loans, adjusted for differences in loan characteristics. The fair
value of other types of loans is calculated by discounting scheduled cash
flows using discount rates reflecting the credit and interest rate risk
inherent in the loan.

Impaired loans are measured at the estimated fair value of the expected
future cash flows at the loan's effective interest rate, the loan's
observable market price or the fair value of the collateral for loans
which are collateral dependent. Therefore, the carrying values of
impaired loans approximate the estimated fair values for these assets.

Mortgage Servicing Rights

The fair value of mortgage servicing rights is based on the present value
of future cash flows using discounted rates applicable to the level of
risk of the underlying loans.

Deposits

The fair value of deposits with no stated maturity, such as non-interest-
bearing demand deposits, savings, NOW accounts, money market, and checking
accounts, is the amount payable on demand at the reporting date. The fair
value of fixed-rate time deposits is calculated using discounted cash
flows applying interest rates currently being offered on similar
certificates.

Borrowings

Rates currently available for debt with similar terms and remaining
maturities are used to estimate fair value of existing debt. The fair
value of borrowed funds due on demand is the amount payable at the
reporting date.

Off-Balance-Sheet Instruments

The fair value of commitments is estimated using the fees currently
charged to enter into similar agreements, taking into account the
remaining terms of the agreements and the present creditworthiness of the
counterparties. Since this amount is immaterial, no amounts for fair
value are presented.

The carrying value and estimated fair value of financial instruments at
December 31 were as follows:

<TABLE>
<CAPTION>
1996 1995
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
<S> <C> <C> <C> <C>
Financial assets:
Cash and cash equivalents $3,985,861 $3,985,861 $3,789,397 $3,789,397
Securities available for sale 70,311,158 70,311,158 79,600,781 79,600,781
Loans held for sale 1,137,004 1,137,048 3,070,257 3,132,381
Loans receivable 170,654,628 172,549,492 165,392,127 165,421,756
Mortgage servicing rights 161,378 179,620 -0- -0-
Federal Home Loan Bank stock 3,166,000 3,166,000 3,065,300 3,065,300
------------ ------------ ------------ ------------
Total financial assets $249,416,029 $251,329,179 $254,917,862 $255,009,615
============ ============ ============ ============
Financial liabilities:
Deposits:
Checking and NOW accounts $15,626,116 $15,626,116 $15,032,587 $15,032,587
Passbook accounts 18,018,949 18,018,949 20,674,370 20,674,370
Money manager accounts 3,829,577 3,829,577 4,136,392 4,136,392
Money Market Index accounts 15,288,501 15,288,501 9,756,039 9,756,039
Certificates of deposit 109,359,126 109,648,438 107,182,761 107,606,928
Borrowings 55,160,000 55,104,127 64,335,000 64,419,000
------------ ------------ ------------ ------------
Total financial liabilities $217,282,269 $217,515,708 $221,117,149 $221,625,316
============ ============ ============ ============

</TABLE>

Limitations

Fair value estimates are made at a specific point in time based on
relevant market information and information about the financial
instrument. These estimates do not reflect any premium or discount that
could result from offering for sale at one time the Corporation's entire
holdings of a particular instrument. Because no market exists for a
significant portion of the Corporation's financial instruments, fair value
estimates are based on judgments regarding future expected loss
experience, current economic conditions, risk characteristics of various
financial instruments, and other factors. These estimates are subjective
in nature and involve uncertainties and matters that could affect the
estimates. Fair value estimates are based on existing on- and off-
balance-sheet financial instruments without attempting to estimate the
value of anticipated future business and the value of assets and
liabilities that are not considered financial instruments. Deposits with
no stated maturities are defined as having a fair value equivalent to the
amount payable on demand. This prohibits adjusting fair value derived
from retaining those deposits for an expected future period of time. This
component, commonly referred to as a deposit base intangible, is neither
considered in the above amounts nor is it recorded as an intangible asset
on the consolidated statement of financial condition. Significant assets
and liabilities that are not considered financial assets and liabilities
include premises and equipment. In addition, the tax ramifications
related to the realization of the unrealized gains and losses can have a
significant effect on fair value estimates and have not been considered in
the estimates.

NOTE 16 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

Financial instruments whose contract amounts represent credit risk at
December 31 are as follows:
1996 1995
Commitments to purchase participations
in commercial loans $1,281,190 $-0-
========== ==========
Commitments to extend credit:
Fixed rate (7.49% to 9.75% at
December 31, 1996 and 6.875%
to 8.375% at December 31, 1995) $853,750 $1,164,680
Adjustable rate (6.125% to 9.75% at
December 31, 1996 and 6.25% at
December 31, 1995) 1,117,800 71,000
---------- ----------
Total outstanding commitments to
originate loans $1,971,550 $1,235,680
========== ==========
Unused lines of credit/letters
of credit $7,390,312 $2,660,757
========== ==========

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
Corporation evaluates each customer's creditworthiness on a case-by-case
basis. The amount of collateral obtained, if it is deemed necessary by
the Corporation upon extension of credit, is based on management's credit
evaluation of the party. The Corporation also writes interest-rate caps
and floors as part of adjustable rate mortgage loan products to enable
customers to transfer, modify, or reduce their interest-rate risks.

NOTE 17 - PENDING CORPORATE MERGER

On November 14, 1996, the Corporation announced the signing of a
definitive agreement to merge with FCB Financial Corp. of Neenah,
Wisconsin, parent of Fox Cities Bank, F.S.B. The merger is subject to
approval of the shareholders of both corporations, and is also subject to
various regulatory approvals. Based on the anticipated timetable for the
receipt of such approvals, it is currently expected that the merger will
be completed during the second quarter of 1997.

The "merger of equals" transaction will be structured as a tax-free,
stock for stock merger and accounted for as a purchase transaction. In
the merger, holders of OSB Financial Corp. common stock will receive 1.46
shares of FCB Financial Corp. common stock for each share owned.

The merged company will operate under the name FCB Financial Corp. and
will be headquartered in Oshkosh, Wisconsin. After the merger, the
institution will have total assets in excess of $500 million, total loans
of nearly $400 million, total deposits of approximately $300 million, and
shareholders' equity of approximately $75 million.

NOTE 18 - PARENT COMPANY ONLY FINANCIAL STATEMENTS

STATEMENTS OF FINANCIAL CONDITION
December 31, 1996 and 1995

ASSETS
1996 1995

Cash $4,369,412 $2,668,033
Investment securities -0- 3,675,784
Refundable income taxes 50,539 2,350
Investment in subsidiary 27,464,345 26,332,236
Other assets 65,389 117,000
----------- -----------
TOTAL ASSETS $31,949,685 $32,795,403
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Other liabilities $193,839 $161,959
Total stockholders' equity 31,755,846 32,633,444
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $31,949,685 $32,795,403
=========== ===========
<PAGE>

STATEMENTS OF INCOME
Years Ended December 31, 1996, 1995 and 1994

1996 1995 1994

Interest income $ 96,659 $ 278,408 $ 237,015
Gain on sale of investments 4,581 -0- 25,085
Write-down of securities
due to other than temporary
loss in value -0- (191,329) -0-
Equity in net income
from subsidiary 1,343,942 331,061 1,608,066
--------- --------- ---------
Total income 1,445,182 418,140 1,870,166
Other expense 145,105 109,452 104,695
--------- --------- ---------
Income before provision
for income taxes 1,300,077 308,688 1,765,471
Provision for income taxes (14,800) 41,000 63,000
--------- --------- ---------
Net income $ 1,314,877 $ 267,688 $1,702,471
=========== =========== ==========

STATEMENTS OF CASH FLOWS
Years Ended December 31, 1996, 1995 and 1994

1996 1995 1994

Cash flows from operating
activities:

Net income $ 1,314,877 $ 267,688 $ 1,702,471
--------- --------- ----------
Adjustments to reconcile net
income to net cash provided
by operating activities:
Equity in net income of
subsidiary (1,343,942) (331,061) (1,608,066)
Gain on sale of
investments (4,581) -0- (25,085)
Write-down of equity
securities due to other
than temporary loss
in value -0- 191,329 -0-
(Increase) decrease in
other assets 51,611 (99,442) (3,558)
Increase (decrease) in
other liabilities 16,002 (13,266) 12,536
Increase (decrease) in
accrued income taxes (48,189) 38,100 (2,100)
Decrease in unearned
compensation - ESOP and MRP 118,117 96,605 94,752
--------- --------- ----------
Total adjustments (1,210,982) (117,735) (1,531,521)
--------- --------- ----------
Net cash provided by
operating activities 103,895 149,953 170,950
--------- --------- ----------
Cash flows from investing
activities:
Proceeds from sale of
investment securities 3,680,365 61,225 628,585
Purchase of investment
securities -0- -0- (146,009)
Dividends received
from subsidiary -0- 2,000,000 4,000,000
--------- --------- ----------
Net cash provided by
investing activities 3,680,365 2,061,225 4,482,576
--------- --------- ----------
Cash flows from financing
activities:
Exercise of stock options 195,638 228,800 23,000
Purchase of treasury
common stock (1,601,257) (1,176,317) (2,381,026)
Dividends paid (677,262) (647,423) (676,007)
--------- --------- ----------
Net cash used in
financing activities (2,082,881) (1,594,940) (3,034,033)
--------- --------- ----------
Net increase in cash 1,701,379 616,238 1,619,493
Cash at beginning 2,668,033 2,051,795 432,302
--------- --------- ----------
Cash at end $ 4,369,412 $ 2,668,033 $ 2,051,795
=========== =========== ===========

<PAGE>

ANNEX A

AGREEMENT AND PLAN OF MERGER

BETWEEN

FCB FINANCIAL CORP.

AND

OSB FINANCIAL CORP.

November 13, 1996

<PAGE>

TABLE OF CONTENTS
AGREEMENT AND PLAN OF MERGER
Page

ARTICLE I
THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
1.1 The Merger . . . . . . . . . . . . . . . . . . . . . . . . A-7
1.2 Effective Time . . . . . . . . . . . . . . . . . . . . . . A-8
1.3 Effects of the Merger . . . . . . . . . . . . . . . . . . . A-8
1.4 Conversion of OSB Common Stock; Treatment of FCB Common
Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
1.5 Stock Options . . . . . . . . . . . . . . . . . . . . . . . A-9
1.6 Articles of Incorporation . . . . . . . . . . . . . . . . . A-9
1.7 By-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . A-9
1.8 Tax Consequences . . . . . . . . . . . . . . . . . . . . . A-10
1.9 Plans for Management Succession . . . . . . . . . . . . . . A-10
1.10 Board of Directors of the Surviving Corporation . . . . . . A-10
1.11 Headquarters of the Surviving Corporation . . . . . . . . . A-11
1.12 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . A-11

ARTICLE II
CONVERSION OF SHARES . . . . . . . . . . . . . . . . . . . . . . A-11
2.1 FCB to Make Shares Available . . . . . . . . . . . . . . . A-11
2.2 Exchange of Certificates . . . . . . . . . . . . . . . . . A-11

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF OSB . . . . . . . . . . . . . A-13
3.1 Corporate Organization . . . . . . . . . . . . . . . . . . A-13
3.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . A-14
3.3 Authority; No Violation . . . . . . . . . . . . . . . . . . A-15
3.4 Consents and Approvals . . . . . . . . . . . . . . . . . . A-15
3.5 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . A-16
3.6 Financial Statements . . . . . . . . . . . . . . . . . . . A-16
3.7 Broker's Fees . . . . . . . . . . . . . . . . . . . . . . . A-17
3.8 Absence of Certain Changes or Events . . . . . . . . . . . A-17
3.9 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . A-17
3.10 Taxes and Tax Returns . . . . . . . . . . . . . . . . . . . A-17
3.11 Employees . . . . . . . . . . . . . . . . . . . . . . . . . A-18
3.12 SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . A-19
3.13 Compliance with Applicable Law . . . . . . . . . . . . . . A-19
3.14 Certain Contracts . . . . . . . . . . . . . . . . . . . . . A-20
3.15 Agreements with Regulatory Agencies . . . . . . . . . . . . A-21
3.16 Other Activities of OSB and its OSB Subsidiaries . . . . . A-21
3.17 Investment Securities . . . . . . . . . . . . . . . . . . . A-21
3.18 Undisclosed Liabilities . . . . . . . . . . . . . . . . . . A-21
3.19 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . A-21
3.20 Loan Loss Reserves . . . . . . . . . . . . . . . . . . . . A-22
3.21 Environmental Liability . . . . . . . . . . . . . . . . . . A-22
3.22 Approval Delays . . . . . . . . . . . . . . . . . . . . . . A-22
3.23 Vote Required . . . . . . . . . . . . . . . . . . . . . . . A-22
3.24 Applicability of Certain Provisions of Wisconsin Law, Etc . A-22
3.25 Ownership of FCB Common Stock . . . . . . . . . . . . . . . A-22

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF FCB . . . . . . . . . . . . . A-23
4.1 Corporate Organization . . . . . . . . . . . . . . . . . . A-23
4.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . A-24
4.3 Authority; No Violation . . . . . . . . . . . . . . . . . . A-24
4.4 Consents and Approvals . . . . . . . . . . . . . . . . . . A-25
4.5 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . A-25
4.6 Financial Statements . . . . . . . . . . . . . . . . . . . A-25
4.7 Broker's Fees . . . . . . . . . . . . . . . . . . . . . . . A-26
4.8 Absence of Certain Changes or Events . . . . . . . . . . . A-26
4.9 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . A-26
4.10 Taxes and Tax Returns . . . . . . . . . . . . . . . . . . . A-27
4.11 Employees . . . . . . . . . . . . . . . . . . . . . . . . . A-27
4.12 SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . A-28
4.13 Compliance with Applicable Law . . . . . . . . . . . . . . A-28
4.14 Certain Contracts . . . . . . . . . . . . . . . . . . . . . A-29
4.15 Agreements with Regulatory Agencies . . . . . . . . . . . . A-30
4.16 Other Activities of FCB and its FCB Subsidiaries . . . . . A-30
4.17 Investment Securities . . . . . . . . . . . . . . . . . . . A-30
4.18 Undisclosed Liabilities . . . . . . . . . . . . . . . . . . A-30
4.19 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . A-30
4.20 Loan Loss Reserves . . . . . . . . . . . . . . . . . . . . A-31
4.21 Environmental Liability . . . . . . . . . . . . . . . . . . A-31
4.22 Approval Delays . . . . . . . . . . . . . . . . . . . . . . A-31
4.23 Vote Required . . . . . . . . . . . . . . . . . . . . . . . A-31
4.24 Applicability of Certain Provisions of Wisconsin Law, Etc . A-31
4.25 Ownership of OSB Common Stock . . . . . . . . . . . . . . . A-31

ARTICLE V
COVENANTS RELATING TO CONDUCT OF BUSINESS . . . . . . . . . . . A-32
5.1 Conduct of Businesses Prior to the Effective Time . . . . . A-32
5.2 Forbearances . . . . . . . . . . . . . . . . . . . . . . . A-32

ARTICLE VI
ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . A-34
6.1 Regulatory Matters; Cooperation with Respect to Filing . . A-34
6.2 Access to Information; Due Diligence . . . . . . . . . . . A-36
6.3 Shareholders' Approvals . . . . . . . . . . . . . . . . . . A-37
6.4 Legal Conditions to Merger . . . . . . . . . . . . . . . . A-37
6.5 Listing of Shares . . . . . . . . . . . . . . . . . . . . . A-37
6.6 Indemnification; Directors' and Officers' Insurance . . . . A-37
6.7 Additional Agreements . . . . . . . . . . . . . . . . . . . A-39
6.8 Advice of Changes . . . . . . . . . . . . . . . . . . . . . A-39
6.9 No Conduct Inconsistent with this Agreement . . . . . . . . A-39
6.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . A-40
6.11 Severance for Certain Employees . . . . . . . . . . . . . . A-41
6.12 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . A-42
6.13 Post-Closing Stock Options . . . . . . . . . . . . . . . . A-42
6.14 Subsidiary Bank Merger . . . . . . . . . . . . . . . . . . A-42
6.15 Rule 145 Affiliates . . . . . . . . . . . . . . . . . . . . A-43
6.16 Disclosure Schedules . . . . . . . . . . . . . . . . . . . A-43
6.17 Filing and Other Fees . . . . . . . . . . . . . . . . . . . A-43

ARTICLE VII
CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . A-43
7.1 Conditions to Each Party's Obligation To Effect the Merger A-43
(a) Shareholder Approval . . . . . . . . . . . . . . . . . A-43
(b) Other Approvals . . . . . . . . . . . . . . . . . . . A-43
(c) Registration Statements . . . . . . . . . . . . . . . A-44
(d) No Injunctions or Restraints; Illegality . . . . . . . A-44
(e) Federal Tax Opinion . . . . . . . . . . . . . . . . . A-44
(f) Post-Closing Employment Agreements . . . . . . . . . . A-44
7.2 Conditions to Obligations of OSB . . . . . . . . . . . . . A-44
(a) Representations and Warranties . . . . . . . . . . . . A-44
(b) Performance of Obligations of FCB . . . . . . . . . . A-45
(c) No Material Adverse Change . . . . . . . . . . . . . . A-45
(d) Opinion of Counsel to FCB . . . . . . . . . . . . . . A-45
(e) Comfort Letters . . . . . . . . . . . . . . . . . . . A-45
(f) Fairness Opinion . . . . . . . . . . . . . . . . . . . A-45
7.3 Conditions to Obligations of FCB . . . . . . . . . . . . . A-45
(a) Representations and Warranties . . . . . . . . . . . . A-45
(b) Performance of Obligations of OSB . . . . . . . . . . A-45
(c) No Material Adverse Change . . . . . . . . . . . . . . A-46
(d) Opinion of Counsel to OSB . . . . . . . . . . . . . . A-46
(e) Comfort Letters . . . . . . . . . . . . . . . . . . . A-46
(f) Fairness Opinion . . . . . . . . . . . . . . . . . . . A-46
(g) Affiliate Agreements . . . . . . . . . . . . . . . . . A-46

ARTICLE VIII
TERMINATION, EXPENSES AND AMENDMENT . . . . . . . . . . . . . . A-46
8.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . A-46
8.2 Effect of Termination . . . . . . . . . . . . . . . . . . . A-50
8.3 Termination Fee; Expenses . . . . . . . . . . . . . . . . . A-50
8.4 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . A-51
8.5 Extension; Waiver . . . . . . . . . . . . . . . . . . . . . A-52

ARTICLE IX
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . A-52
9.1 Non-survival of Representations, Warranties and Agreements A-52
9.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . A-52
9.3 Interpretation . . . . . . . . . . . . . . . . . . . . . . A-53
9.4 Counterparts . . . . . . . . . . . . . . . . . . . . . . . A-53
9.5 Entire Agreement . . . . . . . . . . . . . . . . . . . . . A-53
9.6 Governing Law . . . . . . . . . . . . . . . . . . . . . . . A-54
9.7 Severability . . . . . . . . . . . . . . . . . . . . . . . A-54
9.8 Publicity . . . . . . . . . . . . . . . . . . . . . . . . . A-54
9.9 Assignment; Third Party Beneficiaries . . . . . . . . . . . A-54
9.10 Enforcement . . . . . . . . . . . . . . . . . . . . . . . . A-54

Exhibit A - Form of FCB Stock Option and Trigger Payment Agreement
Exhibit B - Form of OSB Stock Option and Trigger Payment Agreement
Exhibit C - Plan of Merger
Exhibit D - Directors of the Surviving Corporation
Exhibit E - List of Directors and Executive Officers of Surviving Bank
Exhibit F - Form of Affiliate Agreement
Exhibit G - Employment Agreement with Donald D. Parker
Exhibit H - Employment Agreement with Phillip J. Schoofs
Exhibit I - Employment Agreement with Harold L. Hermansen
Exhibit J - Employment Agreement with James J. Rothenbach
Exhibit K - Employment Agreement with Theodore W. Hoff
Exhibit L - Form of Opinion of Foley & Lardner
Exhibit M - Form of Opinion of Schiff Hardin & Waite

Schedule 3.1(b) - OSB Ownership of Outside Entities
Schedule 3.1(c) - OSB Subsidiaries Ownership of Outside Entities
Schedule 3.2(a) - OSB Obligations to Purchase or Issue Shares of OSB
Common Stock or Other Equity Securities
Schedule 3.8(a) - Absence of Certain Changes or Events
Schedule 3.9 - OSB Legal Proceedings
Schedule 3.10(a) - Income Adjustments Pursuant to Section 481 of the
Code
Schedule 3.11(a) - OSB Benefit Plans and Agreements
Schedule 3.14(a) - OSB Contract Exceptions
Schedule 3.18 - Undisclosed Liabilities
Schedule 3.19 - OSB Insurance Policies
Schedule 3.21 - Environmental Contingencies
Schedule 3.25 - OSB Ownership of FCB Common Stock
Schedule 4.1(b) - FCB Ownership of Outside Entities
Schedule 4.1(c) - FCB Subsidiaries Ownership of Outside Entities
Schedule 4.2(a) - FCB Obligations to Purchase or Issue Shares of FCB
Common Stock or Other Equity Securities
Schedule 4.8(a) - Absence of Certain Changes or Events
Schedule 4.9 - FCB Legal Proceedings
Schedule 4.10(a) - Income Adjustments Pursuant to Section 481 of the
Code
Schedule 4.11 - FCB Benefit Plans
Schedule 4.14(a) - FCB Contract Exceptions
Schedule 4.18 - Undisclosed Liabilities
Schedule 4.19 - FCB Insurance Policies
Schedule 4.21 - Environmental Contingencies
Schedule 4.25 - FCB Ownership of OSB Common Stock
Schedule 6.11 - Officers for Purposes of Severance Payments

<PAGE>
AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of
November 13, 1996, by and between FCB Financial Corp., a Wisconsin
corporation ("FCB"), and OSB Financial Corp., a Wisconsin corporation
("OSB").

WHEREAS, the Boards of Directors of FCB and OSB have determined
that it is in the best interests of their respective corporations and
their shareholders to consummate a merger in which OSB will merge with and
into FCB (the "Merger"), so that FCB is the resulting corporation
(hereinafter sometimes called the "Surviving Corporation") in the Merger;

WHEREAS, concurrently with or as soon as is practicable after
the Merger, the Surviving Corporation shall cause OSB's wholly-owned
depository institution subsidiary, Oshkosh Savings Bank, FSB ("OSB Bank"),
to be merged with and into FCB's wholly-owned depository institution
subsidiary, Fox Cities Bank, F.S.B. ("FCB Bank") (the "Bank Merger"), so
that FCB Bank is the resulting wholly-owned depository institution
subsidiary of the Surviving Corporation (hereinafter sometimes called the
"Surviving Bank") in the Bank Merger;

WHEREAS, as a condition to, and immediately after the execution
of this Agreement, FCB and OSB are entering into a FCB Stock Option and
Trigger Payment Agreement (the "FCB Stock Option Agreement"), attached
hereto as Exhibit A;

WHEREAS, as a condition to, and immediately after the execution
of this Agreement, FCB and OSB are entering into an OSB Stock Option and
Trigger Payment Agreement (the "OSB Stock Option Agreement"), attached
hereto as Exhibit B (and together with the FCB Stock Option and Trigger
Payment Agreement, the "Option Agreements"); and

WHEREAS, the parties desire to make certain representations,
warranties and agreements in connection with, and to prescribe certain
conditions, to the Merger.

NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

ARTICLE I
THE MERGER

1.1 The Merger. Subject to the terms and conditions of this
Agreement and the Plan of Merger, a copy of which is attached hereto as
Exhibit C (the "Plan of Merger"), in accordance with the Wisconsin
Business Corporation Law (the "WBCL"), at the Effective Time (as defined
in Section 1.2), OSB shall merge with and into FCB, and FCB shall survive
the Merger and shall continue its corporate existence under the laws of
the State of Wisconsin. Upon consummation of the Merger, the separate
corporate existence of OSB shall terminate and the name of the Surviving
Corporation shall be "FCB Financial Corp."

The parties agree that OSB and FCB will execute a Plan of Merger
substantially in the form attached hereto as Exhibit C which provides for
the terms of the Merger and the mode of carrying same into effect.

1.2 Effective Time. The Merger shall become effective upon the
later of (a) the time of filing of Articles of Merger with the Department
of Financial Institutions of the State of Wisconsin (the "Wisconsin
Department") and (b) the effective date and time of the Merger as set
forth in such Articles of Merger. The parties shall each use reasonable
efforts to cause Articles of Merger to be filed on the Closing Date (as
defined in Section 1.12). The term "Effective Time" shall be the date and
time when the Merger becomes effective, in accordance with this Section
1.2.

1.3 Effects of the Merger. At and after the Effective Time,
the Merger shall have the effects set forth in Section 180.1106 of the
WBCL.

1.4 Conversion of OSB Common Stock; Treatment of FCB Common
Stock.

(a) At the Effective Time, subject to Section 2.2, by
virtue of the Merger and without any action on the part of OSB, or
the holder of any securities of OSB, each share of the common stock,
$.01 par value, of OSB (the "OSB Common Stock") issued and
outstanding immediately prior to the Effective Time (other than
shares canceled pursuant to Section 1.4(c)) shall be converted into
the right to receive 1.46 shares (the "OSB Exchange Ratio") of the
common stock, par value $.01 per share, of FCB (the "FCB Common
Stock").

(b) All of the shares of OSB Common Stock converted into
FCB Common Stock pursuant to this Article I shall no longer be
outstanding and shall automatically be canceled and shall cease to
exist as of the Effective Time, and each certificate (each an "OSB
Common Stock Certificate") previously representing any such shares of
OSB Common Stock shall thereafter represent only the right to receive
(i) a certificate representing the number of whole shares of FCB
Common Stock (each a "FCB Common Stock Certificate") and (ii) cash in
lieu of fractional shares into which the shares of OSB Common Stock
previously represented by such OSB Common Stock Certificate have been
converted pursuant to this Section 1.4, Section 2.2 and the Plan of
Merger. OSB Common Stock Certificates previously representing shares
of OSB Common Stock shall be exchanged for FCB Common Stock
Certificates representing whole shares of FCB Common Stock and cash
in lieu of fractional shares issued in consideration therefor upon
the surrender of such OSB Common Stock Certificates in accordance
with Section 2.2, without any interest thereon.

(c) At the Effective Time, all shares of OSB Common Stock
that are owned by OSB as treasury stock, owned by the OSB MRP (as
defined herein) and not allocated to participants thereunder or owned
by FCB, if any, shall be canceled and shall cease to exist, and no
stock of FCB or other consideration shall be delivered in exchange
therefor.

(d) At and after the Effective Time, each share of FCB
Common Stock issued and outstanding immediately prior to the
Effective Time shall remain an issued and outstanding share of common
stock of the Surviving Corporation and shall not be affected by the
Merger.

1.5 Stock Options.

(a) At the Effective Time, each option granted by OSB
under the terms of the OSB Financial Corp. 1992 Stock Option and
Incentive Plan (the "OSB Option Plan") to purchase shares of OSB
Common Stock which is outstanding and unexercised immediately prior
thereto shall cease to represent a right to acquire shares of OSB
Common Stock and shall be converted automatically into an option to
purchase shares of FCB Common Stock in an amount and at an exercise
price determined pursuant to paragraph (c) of this Section 1.5 (the
"Converted Option"), subject to the terms of the OSB Option Plan and
the agreements evidencing grants of such options thereunder.

(b) From and after the Effective Time, FCB shall assume
any and all obligations of OSB under the OSB Option Plan, and the OSB
Option Plan shall remain in effect.

(c) (i) The number of shares of FCB Common Stock to be
subject to each Converted Option shall be equal to the product of the
number of shares of OSB Common Stock subject to the original option
and the OSB Exchange Ratio, provided that any fractional shares of
FCB Common Stock resulting from such multiplication shall be rounded
up to the nearest whole share; and (ii) the exercise price per share
of FCB Common Stock under the Converted Option shall be equal to the
exercise price per share of OSB Common Stock under the original
option divided by the OSB Exchange Ratio, provided that such exercise
price shall be rounded down to the nearest whole cent.

(d) The Committee of the OSB Board of Directors which
administers the OSB Option Plan has approved the foregoing
adjustments pursuant to Section 12(c) of the OSB Option Plan and has
not and will not authorize cash payments to be made for options under
the OSB Option Plan pursuant to Section 12(b) thereof.

(e) Promptly after the execution of this Agreement, OSB
shall take such action, which shall be reasonably satisfactory to
FCB, as OSB may deem necessary in order that each Converted Option
shall be, at the Effective Time, assumed by FCB and shall from and
after the Effective Time no longer entitle the holder thereof to
purchase shares of OSB Common Stock but shall be converted into and
shall become by virtue of the Merger, automatically and without any
action on the part of the holder thereof, a stock option to purchase
such number of shares of FCB Common Stock at such exercise price as
determined pursuant to paragraph (c) of this Section 1.5.

1.6 Articles of Incorporation. The Articles of Incorporation
of FCB in effect as of the Effective Time shall be the Articles of
Incorporation of the Surviving Corporation after the Merger until
thereafter amended in accordance with applicable law.

1.7 By-Laws. The By-Laws of FCB in effect as of the Effective
Time, shall be the By-Laws of the Surviving Corporation after the Merger
until thereafter amended in accordance with applicable law.

1.8 Tax Consequences. It is intended that the Merger shall
constitute a reorganization within the meaning of Section 368(a)(1)(A) of
the Internal Revenue Code of 1986, as amended (the "Code"), and that this
Agreement and the Plan of Merger shall constitute a "plan of
reorganization" for the purposes of Section 368 of the Code.

1.9 Plans for Management Succession. At the Effective Time,
pursuant to the terms hereof and the employment agreements referred to in
Section 7.1(f), (a) Donald D. Parker shall be the Chairman of the Board of
the Surviving Corporation and the Surviving Bank, (b) James J. Rothenbach
shall be the President and Chief Executive Officer of the Surviving
Corporation and the Surviving Bank, and (c) Phillip J. Schoofs shall be
the Vice President, Treasurer and Chief Financial Officer of the Surviving
Corporation and the Surviving Bank. Nothing in this Section 1.9 shall
preclude the Board of Directors of the Surviving Corporation or the
Surviving Bank from subsequently removing any person appointed as an
officer of the Surviving Corporation or the Surviving Bank pursuant to
this Section 1.9.

1.10 Board of Directors of the Surviving Corporation.

(a) From and after the Effective Time, the Board of
Directors of the Surviving Corporation shall consist of fourteen (14)
persons, including Donald D. Parker and James J. Rothenbach. Six (6)
directors, in addition to Donald D. Parker, shall have been selected
by FCB ("FCB Representatives"), and six (6) directors, in addition to
James J. Rothenbach, shall have been selected by OSB (the "OSB
Representatives"). The FCB Representatives and the OSB
Representatives, respectively, shall be divided as equally as
practicable among the three classes of directors of the Surviving
Corporation in accordance with Exhibit D, and shall serve in such
capacities until their successors shall have been elected or
appointed and shall have qualified in accordance with the Articles of
Incorporation and By-laws of the Surviving Corporation and the WBCL.
Directors chosen from among the FCB Representatives and the OSB
Representatives shall be equally represented on the personnel
committee (which shall have four members) and the executive
committee, if any, of the Board of Directors of the Surviving
Corporation.

(b) Prior to the third annual meeting of the shareholders
of the Surviving Corporation following the Effective Time, the OSB
Representatives and the FCB Representatives, respectively, shall have
the right to designate (i) the person or persons to be nominated in
place of each of the OSB Representatives and FCB Representatives,
respectively, whose terms of office expire at each of the first three
annual meetings of the shareholders of the Surviving Corporation
following the Effective Time, and (ii) the person or persons to serve
on the executive committee, if any, in place of any OSB
Representatives or FCB Representatives, respectively, previously
appointed to the executive committee. For purposes of this Section
1.10(b), the terms "OSB Representatives" and "FCB Representatives"
shall include any person or persons subsequently appointed or elected
directors of the Surviving Corporation following their designation as
nominees for director by the OSB Representatives or FCB
Representatives, respectively, in accordance with the preceding
sentence.

(c) It is the intention of OSB and FCB that the number of
directors of the Surviving Corporation shall be reduced to ten (10)
through attrition. To that end and until the Board of Directors shall
consist of ten (10) directors (composed of five (5) OSB
Representatives and five (5) FCB Representatives) any vacancy
occurring on the Board of Directors of the Surviving Corporation
created by the death, resignation or removal of any director will not
be filled and, instead, within 30 days thereof, an additional vacancy
shall be created by the voluntary resignation of an FCB
Representative or OSB Representative, as the case may be, in order
that the number of OSB Representatives and FCB Representatives on the
Board of Directors of the Surviving Corporation shall remain equal,
and thereafter, the two vacancies shall be eliminated by resolution
of the Board of Directors of the Surviving Corporation, provided,
however, that if an FCB Representative or OSB Representative, as the
case may be, does not resign within this 30 day period, the OSB
Representatives or the FCB Representatives, as the case may be, shall
have the right to designate the person or persons to fill such
vacancy in order that the number of OSB Representatives and FCB
Representatives shall remain equal. The parties hereto agree that
the terms of this Section 1.10(c) shall bind the Board of Directors
of the Surviving Company for three years after the Closing Date.

1.11 Headquarters of the Surviving Corporation. At the
Effective Time, the headquarters and principal executive offices of the
Surviving Corporation shall be at 420 South Koeller Street, Oshkosh,
Wisconsin. At the Effective Time, the commercial loan department of the
Surviving Bank shall be located at 110 Fox River Drive, Appleton,
Wisconsin.

1.12 Closing. Subject to the terms and conditions of this
Agreement and the Plan of Merger, including but not limited to the
provisions of Article VII of this Agreement, the closing of the Merger
(the "Closing") will take place at 10:00 a.m. on a date and at a place to
be specified by the parties, which shall be no later than the first
business day in the calendar month immediately following the month in
which the last of the conditions precedent to the Merger set forth in
Article VII hereof is satisfied or waived, or at such other time, date and
place as OSB and FCB shall mutually agree (the "Closing Date").

ARTICLE II
CONVERSION OF SHARES

2.1 FCB to Make Shares Available. At or prior to the Effective
Time, FCB shall deposit, or shall cause to be deposited, with a bank,
trust company or other entity reasonably acceptable to OSB (the "Exchange
Agent"), for the benefit of the holders of OSB Common Stock Certificates,
for exchange in accordance with this Article II, FCB Common Stock
Certificates and cash in lieu of any fractional shares of FCB Common Stock
(such cash and FCB Common Stock Certificates, together with any dividends
or distributions with respect thereto paid after the Effective Time, being
hereinafter referred to as the "Conversion Fund") to be issued pursuant to
Section 1.4 and paid pursuant to Section 2.2(a) in exchange for
outstanding shares of OSB Common Stock.

2.2 Exchange of Certificates.

(a) As soon as practicable after the Effective Time, and
in no event later than ten (10) business days thereafter, the
Surviving Corporation shall cause the Exchange Agent to mail to each
holder of record of one or more OSB Common Stock Certificates a
letter of transmittal (which shall specify that delivery shall be
effected, and risk of loss and title to the OSB Common Stock
Certificates shall pass, only upon delivery of the OSB Common Stock
Certificates to the Exchange Agent) and instructions for use in
effecting the surrender of the OSB Common Stock Certificates in
exchange for FCB Common Stock Certificates and any cash in lieu of
fractional shares into which the shares of OSB Common Stock
represented by such OSB Common Stock Certificate or Certificates
shall have been converted pursuant to this Agreement and the Plan of
Merger. Upon proper surrender of an OSB Common Stock Certificate for
exchange and cancellation to the Exchange Agent, together with such
properly completed letter of transmittal, duly executed, the holder
of such OSB Common Stock Certificate shall be entitled to receive in
exchange therefor, as applicable, (i) a FCB Common Stock Certificate
representing that number of whole shares of FCB Common Stock to which
such holder of OSB Common Stock shall have become entitled pursuant
to the provisions of Section 1.4 hereof, and (ii) a check
representing the amount of any cash in lieu of fractional shares that
such holder has the right to receive in respect of such OSB Common
Stock Certificate, and the OSB Common Stock Certificate so
surrendered shall forthwith be canceled. No interest will be paid or
accrued on any cash in lieu of fractional shares payable to holders
of OSB Common Stock Certificates.

(b) If any FCB Common Stock Certificate is to be issued in
a name other than that in which the OSB Common Stock Certificate
surrendered in exchange therefor is registered, it shall be a
condition of the issuance thereof that the OSB Common Stock
Certificate so surrendered shall be properly endorsed (or accompanied
by an appropriate instrument of transfer) and otherwise in proper
form for transfer, and that the person requesting such exchange shall
pay to the Exchange Agent in advance any transfer or other taxes
required by reason of the issuance of an FCB Common Stock Certificate
in any name other than that of the registered holder of the OSB
Common Stock Certificate surrendered, or required for any other
reason, or shall establish to the satisfaction of the Exchange Agent
that such tax has been paid or is not payable.

(c) After the Effective Time, there shall be no transfers
on the stock transfer books of OSB of the shares of OSB Common Stock
which were issued and outstanding immediately prior to the Effective
Time. If, after the Effective Time, OSB Common Stock Certificates
are presented for transfer to the Exchange Agent, they shall be
canceled and exchanged for FCB Common Stock Certificates representing
shares of FCB Common Stock as provided in this Article II.

(d) Notwithstanding anything to the contrary contained
herein, no certificates or scrip representing fractional shares of
FCB Common Stock shall be issued upon the surrender for exchange of
OSB Common Stock Certificates, no dividend or distribution with
respect to FCB Common Stock shall be payable on or with respect to
any fractional share, and such fractional share interests shall not
entitle the owner thereof to vote or to any other rights of a
shareholder of the Surviving Corporation. In lieu of the issuance of
any such fractional share, the Surviving Corporation shall pay to
each former shareholder of OSB who otherwise would be entitled to
receive such fractional share an amount in cash determined by
multiplying (i) the average of the last sales price for FCB Common
Stock as reported on The Nasdaq Stock Market for the twenty (20)
trading days immediately preceding the fifth trading day prior to the
Closing Date by (ii) the fraction of a share (rounded to the nearest
tenth when expressed as an Arabic number) of FCB Common Stock to
which such holder would otherwise be entitled to receive pursuant to
Section 1.4.

(e) Any portion of the Conversion Fund that remains
unclaimed by the shareholders of OSB for twelve (12) months after the
Effective Time shall be paid to the Surviving Corporation. Any
shareholders of OSB who have not theretofore complied with this
Article II shall thereafter look only to the Surviving Corporation
for the issuance of certificates representing shares of FCB Common
Stock and the payment of cash in lieu of any fractional shares and
any unpaid dividends and distributions on the FCB Common Stock
deliverable in respect of each share of OSB Common Stock such
shareholder holds as determined pursuant to this Agreement and the
Plan of Merger, in each case, without any interest thereon.
Notwithstanding the foregoing, none of FCB, OSB, the Exchange Agent
or any other person shall be liable to any former holder of shares of
OSB Common Stock, for any amount delivered in good faith to a public
official pursuant to applicable abandoned property, escheat or
similar laws.

(f) In the event any OSB Common Stock Certificate shall
have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming such OSB Common Stock Certificate
to be lost, stolen or destroyed and, if reasonably required by the
Surviving Corporation, the posting by such person of a bond in such
amount as the Exchange Agent may determine is reasonably necessary as
indemnity against any claim that may be made against it with respect
to such OSB Common Stock Certificate, the Exchange Agent will issue
in exchange for such lost, stolen or destroyed OSB Common Stock
Certificate an FCB Common Stock Certificate representing the shares
of FCB Common Stock and any cash in lieu of fractional shares
deliverable in respect thereof pursuant to this Agreement and the
Plan of Merger.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF OSB

OSB hereby represents and warrants to FCB as follows:

3.1 Corporate Organization.

(a) OSB is a corporation duly organized and validly
existing under the laws of the State of Wisconsin. OSB has the
corporate power and authority to own or lease all of its properties
and assets and to carry on its business as it is now being conducted,
and is duly licensed or qualified to do business in each jurisdiction
in which the nature of the business conducted by it or the character
or location of the properties and assets owned or leased by it makes
such licensing or qualification necessary, except where the failure
to be so licensed or qualified would not have a Material Adverse
Effect (as defined below) on OSB. OSB is duly registered as a
savings and loan holding company under the Home Owners' Loan Act
("HOLA"). True and complete copies of the Articles of Incorporation
and By-Laws of OSB, as in effect as of the date of this Agreement,
have previously been made available by OSB to FCB. As used in this
Agreement, the term "Material Adverse Effect" means, with respect to
OSB or FCB, as the case may be, a material adverse effect (i) on the
business, assets, properties, results of operations, financial
condition, or (insofar as they can reasonably be foreseen) prospects
of such party and its Subsidiaries, taken as a whole or (ii) on the
consummation of the Merger; provided, however, that in no event shall
the one-time-Savings-Association-Insurance-Fund special assessment
previously imposed by the Federal Deposit Insurance Corporation be
deemed to constitute a Material Adverse Effect on either OSB or FCB.
The word "Subsidiary" when used with respect to any party means any
bank, corporation, partnership, limited liability company, or other
organization, whether incorporated or unincorporated, which is
consolidated with such party for financial reporting purposes.

(b) As of the date of this Agreement, OSB has, as its sole
direct or indirect Subsidiaries, Oshkosh Savings Bank, FSB ("OSB
Bank"), a federally-chartered savings association, Oshkosh Financial,
Inc., RWFV, Inc. and OSB Investments, Inc. (collectively, the "OSB
Subsidiaries"). Except as set forth on Schedule 3.1(b) of the
disclosure schedules to this Agreement prepared and delivered by OSB
(the "OSB Disclosure Schedules"), OSB does not own any voting stock
or equity securities of any bank, corporation, partnership, limited
liability company, or other organization, whether incorporated or
unincorporated, other than the OSB Subsidiaries.

(c) Except as set forth in Schedule 3.1(c), each OSB
Subsidiary (i) is duly organized and validly existing as a
corporation under the laws of its jurisdiction of organization, (ii)
is duly qualified to do business and in good standing in all
jurisdictions (whether federal, state, local or foreign) where its
ownership or leasing of property or the conduct of its business
requires it to be so qualified and in which the failure to be so
qualified would have a Material Adverse Effect on OSB, and (iii) has
all requisite corporate power and authority to own or lease its
properties and assets and to carry on its business as now conducted.
Except as set forth in Schedule 3.1(c) of the OSB Disclosure
Schedules, none of the OSB Subsidiaries owns any voting stock or
equity securities of any bank, corporation, partnership, limited
liability company, or other organization, whether incorporated or
unincorporated.

(d) The minute books of OSB and of each of the OSB
Subsidiaries have been made available to FCB and accurately reflect
in all material respects all corporate meetings held or actions taken
since January 1, 1992 by the shareholders and Boards of Directors of
OSB and each OSB Subsidiary, respectively (including committees of
the Boards of Directors of OSB and the OSB Subsidiaries).

3.2 Capitalization.

(a) The authorized capital stock of OSB consists of
7,000,000 shares of OSB Common Stock, $0.01 par value per share, of
which, as of September 30, 1996, 1,111,484 shares were issued and
outstanding (which number excludes 48,650 shares of OSB Common Stock
held by the OSB MRP (as hereinafter defined) which have not been
awarded to participants thereunder) and 1,000,000 shares of Preferred
Stock, $0.01 par value per share, of which, as of September 30, 1996,
none were issued and outstanding. As of September 30, 1996, 369,866
shares of OSB Common Stock were held in treasury. All of the issued
and outstanding shares of OSB Common Stock have been duly authorized
and validly issued and are fully paid, nonassessable (except as
otherwise provided by Section 180.0622(2)(b) of the WBCL) and free of
preemptive rights. Except for the OSB Option Agreement and as set
forth on Schedule 3.2(a) of the OSB Disclosure Schedules, OSB does
not have and is not bound by any outstanding subscriptions, options,
warrants, calls, commitments or agreements of any character calling
for the purchase or issuance of any shares of OSB Common Stock or any
other equity securities of OSB or any securities representing the
right to purchase or otherwise receive any shares of the capital
stock of OSB. No shares of OSB Common Stock have been reserved for
issuance, other than the shares of OSB Common Stock reserved for
issuance under the OSB Option Agreement and OSB Option Plan. Since
September 30, 1996, OSB has not issued any shares of its capital
stock or any securities convertible into or exercisable for any
shares of its capital stock except upon exercise of stock options
pursuant to the OSB Option Plan outstanding as of September 30, 1996
and except with respect to the OSB Stock Option Agreement.

(b) OSB owns, directly or indirectly, all of the issued
and outstanding shares of capital stock of each of the OSB
Subsidiaries, free and clear of any liens, pledges, charges,
encumbrances and security interests whatsoever ("Liens"). All of the
shares of capital stock of each OSB Subsidiary are duly authorized
and validly issued and are fully paid, nonassessable (except as
otherwise provided by Section 180.0622(2)(b) of the WBCL) and free of
preemptive rights. No OSB Subsidiary has or is bound by any
outstanding subscriptions, options, warrants, calls, commitments or
agreements of any character calling for the purchase or issuance of
any shares of capital stock or any other equity security of such OSB
Subsidiary or any securities representing the right to purchase or
otherwise receive any shares of capital stock or any other equity
security of such OSB Subsidiary.

3.3 Authority; No Violation. OSB has full corporate power and
authority to execute and deliver each of this Agreement, the Plan of
Merger and the Option Agreements and, subject to shareholder and
regulatory approvals, to consummate the transactions contemplated hereby
and thereby. The execution and delivery of this Agreement, the Plan of
Merger and the Option Agreements and the consummation of the transactions
contemplated hereby and thereby have been duly and validly approved by the
Board of Directors of OSB. The Board of Directors of OSB has directed
that this Agreement and the Plan of Merger and the transactions
contemplated hereby and thereby be submitted to OSB's shareholders for
approval at a meeting of such shareholders and, except for the adoption of
this Agreement and the Plan of Merger by the affirmative vote of the
holders of a majority of the outstanding shares of OSB Common Stock, no
other corporate proceedings on the part of OSB are necessary to approve
this Agreement, the Plan of Merger and the Option Agreements and to
consummate the transactions contemplated hereby and thereby. This
Agreement and the Option Agreements have been duly and validly executed
and delivered by OSB and (assuming due authorization, execution and
delivery by FCB) constitute valid and binding obligations of OSB,
enforceable against OSB in accordance with their respective terms.
Furthermore, the Plan of Merger, when executed and delivered by OSB and
(assuming due authorization, execution and delivery by FCB), shall
constitute a valid and binding obligation of OSB, enforceable against OSB
in accordance with its terms.

3.4 Consents and Approvals. No consents or approvals of or
filings or registrations with any court, administrative agency or
commission or other governmental authority or instrumentality (each a
"Governmental Entity") or with any third party are necessary in connection
with the execution and delivery by OSB of this Agreement, the Plan of
Merger and the Option Agreements and the consummation by OSB of the Merger
and the other transactions contemplated hereby and thereby except for (a)
the filing by FCB and FCB Bank of an application with the Office of Thrift
Supervision (the "OTS") under HOLA and the approval of such application
(the "OTS Application"), (b) the filing with the Securities and Exchange
Commission (the "SEC") of a joint proxy statement in definitive form
relating to the meetings of OSB's and FCB's shareholders to be held in
connection with this Agreement and the Plan of Merger and the transactions
contemplated hereby and thereby (the "Joint Proxy Statement") and the
registration statement on Form S-4 (the "S-4") in which such Joint Proxy
Statement will be included as a prospectus, (c) the filing of Articles of
Merger with the Wisconsin Department under the WBCL, (d) such filings and
approvals as are required to be made or obtained under the securities or
"Blue Sky" laws of various states in connection with the issuance of the
shares of FCB Common Stock pursuant to this Agreement and the Plan of
Merger, and (e) the approval of this Agreement and the Plan of Merger by
the requisite vote of the shareholders of OSB and FCB.

3.5 Reports. OSB and each of the OSB Subsidiaries have timely
filed all reports, registrations and statements, together with any
amendments required to be made with respect thereto, that they were
required to file since July 1, 1992 with (i) the OTS, (ii) the Federal
Deposit Insurance Corporation (the "FDIC"), (iii) any state regulatory
authority (each a "State Regulator"), (iv) the SEC, and (v) any self-
regulatory organization ("SRO") with jurisdiction over any of the
activities of OSB or any of the OSB Subsidiaries (collectively "Regulatory
Agencies"), and all other reports and statements required to be filed by
them since July 1, 1992, including, without limitation, any report or
statement required to be filed pursuant to the laws, rules or regulations
of the United States, any state, or any Regulatory Agency, and have paid
all fees and assessments due and payable in connection therewith, except
where the failure to file such report, registration or statement or to pay
such fees and assessments, either individually or in the aggregate, will
not have a Material Adverse Effect on OSB. Except for normal examinations
conducted by a Regulatory Agency in the regular course of the business of
OSB and the OSB Subsidiaries, no Regulatory Agency has initiated any
proceeding or, to the best knowledge of OSB, investigation into the
business or operations of OSB or any of the OSB Subsidiaries since July 1,
1992. There is no unresolved written violation, written criticism, or
written exception by any Regulatory Agency with respect to any report or
statement relating to any examinations of OSB or any of the OSB
Subsidiaries, which is likely, either individually or in the aggregate, to
have a Material Adverse Effect on OSB.

3.6 Financial Statements. OSB has previously made available to
FCB copies of (a) the consolidated statements of financial condition of
OSB and the OSB Subsidiaries as of December 31, 1994 and 1995, and the
related consolidated statements of income, stockholders' equity and cash
flows for the fiscal years ended December 31, 1993, 1994 and 1995,
inclusive, as reported in OSB's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 (the "OSB Form 10-K") filed with the SEC
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), in each case accompanied by the audit report of Wipfli Ullrich
Bertelson LLP, independent public accountants with respect to OSB, and (b)
the unaudited consolidated statements of financial condition of OSB and
the OSB Subsidiaries as of June 30, 1996, and the related unaudited
consolidated statements of income, stockholders' equity and cash flows for
the three- and six-month periods then ended as reported in OSB's Quarterly
Report on Form 10-Q for the period ended June 30, 1996 filed with the SEC
under the Exchange Act (the "OSB Second Quarter 10-Q"). The December 31,
1995 consolidated statements of financial condition of OSB (including the
related notes, where applicable) fairly present the consolidated financial
position of OSB and the OSB Subsidiaries as of the dates thereof, and the
other financial statements referred to in this Section 3.6 or included in
the OSB Reports (including the related notes, where applicable) fairly
present the results of the consolidated operations and stockholders'
equity and consolidated financial position of OSB and the OSB Subsidiaries
for the respective fiscal periods or as of the respective dates therein
set forth, subject, in the case of the unaudited statements, to recurring
audit adjustments normal in nature and amount; each of such statements
(including the related notes, where applicable) comply in all material
respects with applicable accounting requirements and with the published
rules and regulations of the SEC with respect thereto; and each of such
statements (including the related notes, where applicable) has been
prepared in all material respects in accordance with generally accepted
accounting principles ("GAAP") consistently applied during the periods
involved, except, in each case, as indicated in such statements or in the
notes thereto or, in the case of unaudited statements, as permitted by
Form 10-Q.

3.7 Broker's Fees. Other than OSB's arrangement with Edelman &
Co., Ltd. to serve as a financial advisor to OSB in connection with the
Merger and related transactions contemplated by this Agreement and the
Plan of Merger, neither OSB nor any OSB Subsidiary nor any of their
respective officers or directors has employed any financial advisor,
broker or finder or incurred any liability for any financial advisory
fees, broker's fees, commissions or finder's fees in connection with the
Merger or related transactions contemplated by this Agreement and the Plan
of Merger.

3.8 Absence of Certain Changes or Events.

(a) Except as publicly disclosed in the OSB Reports (as
defined in Section 3.12) filed prior to the date hereof or as set
forth in Schedule 3.8(a), since December 31, 1995, (i) OSB and the
OSB Subsidiaries taken as a whole have not incurred any material
liability, except in the ordinary course of their respective
businesses, and (ii) no event has occurred which has had,
individually or in the aggregate, a Material Adverse Effect on OSB or
will have a Material Adverse Effect on OSB.

(b) Except as publicly disclosed in the OSB Reports filed
prior to the date hereof, since December 31, 1995, OSB and the OSB
Subsidiaries have conducted their respective businesses in all
material respects in the ordinary and usual course.

3.9 Legal Proceedings.

(a) Except as set forth in Schedule 3.9, there are no
pending or, to the best of OSB's knowledge, threatened, legal,
administrative, arbitration or other proceedings, claims, actions or
governmental or regulatory investigations of any nature against OSB
or any of the OSB Subsidiaries or challenging the validity or
propriety of the transactions contemplated by this Agreement, the
Plan of Merger or the Option Agreements.

(b) There is no injunction, order, judgment, decree, or
regulatory restriction (other than regulatory restrictions that apply
to similarly situated savings and loan holding companies or savings
associations) imposed upon OSB, any of the OSB Subsidiaries or the
assets of OSB or any of the OSB Subsidiaries.

3.10 Taxes and Tax Returns.

(a) Each of OSB and the OSB Subsidiaries has duly filed
all federal, state, county, foreign and, to the best of OSB's
knowledge, local information returns and tax returns required to be
filed by it (all such returns being accurate and complete in all
material respects) and has duly paid or made provisions for the
payment of all Taxes (as defined in Section 3.10(b)) and other
governmental charges which have been incurred or are due or claimed
to be due from it by federal, state, county, foreign or local taxing
authorities on or prior to the date of this Agreement (including,
without limitation, if and to the extent applicable, those due in
respect of its properties, income, business, capital stock, deposits,
franchises, licenses, sales and payrolls) other than Taxes or other
charges which are not yet delinquent or are being contested in good
faith and have not been finally determined. The income tax returns
of OSB and the OSB Subsidiaries remain open for the applicable
statutory time periods and any deficiencies, penalties or assessments
have been paid or provided for in OSB's consolidated financial
statements. There are no material disputes pending with respect to,
or claims asserted for, Taxes or assessments upon OSB or any of the
OSB Subsidiaries for which OSB does not have adequate reserves, nor
has OSB or any of the OSB Subsidiaries given any currently effective
waivers extending the statutory period of limitation applicable to
any federal, state, county, foreign or local income tax return for
any period. In addition, (i) proper and accurate amounts have been
withheld by OSB and each of the OSB Subsidiaries from their employees
for all prior periods in compliance in all material respects with the
tax withholding provisions of applicable federal, state, foreign and
local laws, except where failure to do so would not have a Material
Adverse Effect on OSB, (ii) federal, state, foreign, county and local
returns which are accurate and complete in all material respects have
been filed by OSB and each of the OSB Subsidiaries for all periods
for which returns were due with respect to income tax withholding,
Social Security and unemployment taxes, (iii) the amounts shown on
such federal, state, foreign, local or county returns to be due and
payable have been paid in full or adequate provision therefor has
been included by OSB in its consolidated financial statements as of
December 31, 1995, and (iv) there are no Tax liens upon any property
or assets of OSB or any of the OSB Subsidiaries except liens for
current taxes not yet due. Except as set forth in Schedule 3.10(a),
neither OSB nor any of the OSB Subsidiaries has been required to
include in income any adjustment pursuant to Section 481 of the Code
by reason of a voluntary change in accounting method initiated by OSB
or any of the OSB Subsidiaries, and the Internal Revenue Service (the
"IRS") has not initiated or proposed any such adjustment or change in
accounting method. Except as set forth in the financial statements
described in Section 3.6, neither OSB nor any of the OSB Subsidiaries
has entered into a transaction which is being accounted for as an
installment obligation under Section 453 of the Code.

(b) As used in this Agreement, the term "Tax" or "Taxes"
means all federal, state, county, local, and foreign income, excise,
gross receipts, gross income, ad valorem, profits, gains, property,
capital, sales, transfer, use, payroll, employment, severance,
withholding, duties, intangibles, franchise, backup withholding, and
other taxes, charges, levies or like assessments together with all
penalties and additions to tax and interest thereon.

3.11 Employees.

(a) Schedule 3.11(a) of the OSB Disclosure Schedules sets
forth a true and complete list of each employee benefit plan,
arrangement, commitment, agreement or understanding that is
maintained as of the date of this Agreement (the "OSB Benefit Plans")
(i) by OSB or any of the OSB Subsidiaries or (ii) by any trade or
business, whether or not incorporated which (A) is under "common
control," as described in Section 414(c) of the Code, with OSB, (B)
is a member of a "controlled group," as defined in Section 414(b) of
the Code, or (C) is a member of an "affiliated service group," as
defined in Section 414(m) of the Code, which includes OSB (an "OSB
ERISA Affiliate"), all of which together with OSB would be deemed a
"single employer" within the meaning of Section 4001 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

(b) OSB has heretofore delivered to FCB true and complete
copies of each of the OSB Benefit Plans and certain related
documents, including, but not limited to, (i) the Annual Report Form
5500 for such OSB Benefit Plan (if applicable) for each of the last
two years, and (ii) the most recent determination letter from the IRS
(if applicable) for such OSB Benefit Plan.

(c) (i) Each of the OSB Benefit Plans has been operated
and administered in all material respects with applicable laws,
including, but not limited to, ERISA and the Code, (ii) each of the
OSB Benefit Plans intended to be "qualified" within the meaning of
Section 401(a) of the Code is so qualified, (iii) no OSB Benefit Plan
provides benefits, including, without limitation, death or medical
benefits (whether or not insured), with respect to current or former
employees of OSB, the OSB Subsidiaries or any OSB ERISA Affiliate
beyond their retirement or other termination of service, other than
(A) coverage mandated by applicable law, (B) death benefits,
disability benefits or retirement benefits under any "employee
pension plan" (as such term is defined in Section 3(2) of ERISA), (C)
deferred compensation benefits accrued as liabilities on the books of
OSB, the OSB Subsidiaries or the OSB ERISA Affiliates, or (D)
benefits the full cost of which is borne by the current or former
employee (or his beneficiary), (iv) neither OSB, the OSB Subsidiaries
nor any OSB ERISA Affiliate maintains or has ever maintained a plan
subject to Title IV of ERISA, (v) neither OSB, the OSB Subsidiaries
nor any OSB ERISA Affiliate contributes to or has ever contributed to
a "Multiemployer" pension plan (as such term is defined in Section
3(37) of ERISA, (vi) all contributions or other amounts payable by
OSB or the OSB Subsidiaries as of the Effective Time with respect to
each OSB Benefit Plan in respect of current or prior plan years have
been paid or accrued in accordance with GAAP and Section 412 of the
Code, (vii) neither OSB, the OSB Subsidiaries nor any OSB ERISA
Affiliate has engaged in a transaction in connection with which OSB,
the OSB Subsidiaries or any OSB ERISA Affiliate reasonably could be
subject to either a material civil penalty assessed pursuant to
Section 409 or 502(i) of ERISA or a material tax imposed pursuant to
Sections 4975 or 4976 of the Code, and (viii) to the best knowledge
of OSB, there are no pending, threatened or anticipated claims (other
than routine claims for benefits) by, on behalf of or against any of
the OSB Benefit Plans or any trusts related thereto which are, in the
reasonable judgment of OSB, likely, either individually or in the
aggregate, to have a Material Adverse Effect on OSB.

3.12 SEC Reports. OSB and each of the OSB Subsidiaries has made
available to FCB an accurate and complete copy of each (a) final
registration statement, prospectus, report, schedule and definitive proxy
statement filed since December 31, 1991 by OSB with the SEC pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), or the
Exchange Act (collectively, "OSB Reports"), and (b) communication mailed
by OSB to its shareholders since December 31, 1991. None of the OSB
Reports or such communications to shareholders, as of their respective
dates, contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances in
which they were made, not misleading. Since December 31, 1991, OSB has
timely filed all OSB Reports and other documents required to be filed by
it under the Securities Act and the Exchange Act, and, as of their
respective dates, all OSB Reports complied in all material respects with
the published rules and regulations of the SEC with respect thereto.

3.13 Compliance with Applicable Law. OSB and each of the OSB
Subsidiaries hold all licenses, franchises, permits and authorizations
necessary for the lawful conduct of their respective businesses under and
pursuant to all, and have complied with and are not in default under any,
applicable laws, statutes, orders, rules, regulations, policies and/or
guidelines of any Governmental Entity relating to OSB or any of the OSB
Subsidiaries, except where the failure to hold such license, franchise,
permit or authorization or such noncompliance or default would not,
individually or in the aggregate, have a Material Adverse Effect on OSB.

3.14 Certain Contracts.

(a) Except as set forth in Schedule 3.14(a) of the OSB
Disclosure Schedules, neither OSB nor any of the OSB Subsidiaries is
a party to or bound by:

(i) any contract, arrangement, commitment or
understanding (whether written or oral) with respect to the
employment or compensation of any directors, officers or
employees;

(ii) any contract, arrangement, commitment or
understanding (whether written or oral) which, upon the
consummation of the transactions contemplated by this Agreement
or the Plan of Merger will (either alone or upon the occurrence
of any additional acts or events) result in any payment
(including, without limitation, severance, unemployment
compensation, golden parachute or otherwise) becoming due from
OSB, FCB, the Surviving Corporation, or any of their respective
Subsidiaries to any officer, director or employee thereof or to
the trustee under any "rabbi trust" or similar arrangement;

(iii) any contract, arrangement, commitment or
understanding (whether written or oral) which materially
restricts the conduct of any line of business by OSB; or

(iv) any contract, arrangement, commitment or
understanding (whether written or oral), including any stock
option plan, stock appreciation rights plan, restricted stock
plan or stock purchase plan, any of the benefits of which will
be increased or be required to be paid, or the vesting of the
benefits of which will be accelerated, by the occurrence of any
of the transactions contemplated by this Agreement or the Plan
of Merger, or the value of any of the benefits of which will be
calculated on the basis of any of the transactions contemplated
by this Agreement or the Plan of Merger.

OSB has previously made available to FCB true and correct copies of
all employment and deferred compensation arrangements which are in
writing and to which OSB or an OSB Subsidiary is a party. Each
contract, arrangement, commitment or understanding of the type
described in this Section 3.14(a), is referred to herein as an "OSB
Contract," and neither OSB nor any of the OSB Subsidiaries knows of,
or has received notice of, any violation of any OSB Contract by any
of the other parties thereto, which, individually or in the
aggregate, would have a Material Adverse Effect on OSB.

(b) (i) Each OSB Contract is valid and binding on OSB or
the applicable OSB Subsidiary, as the case may be, and is in full
force and effect, (ii) OSB and each of the OSB Subsidiaries has
performed all obligations required to be performed by it to date
under each OSB Contract to which it is a party, except where such
noncompliance, individually or in the aggregate, would not have a
Material Adverse Effect on OSB, and (iii) no event or condition
exists which constitutes or, after notice or lapse of time or both,
would constitute, a default on the part of OSB or any of the OSB
Subsidiaries under any such OSB Contract, except where any such
default, individually or in the aggregate, would not have a Material
Adverse Effect on OSB.

3.15 Agreements with Regulatory Agencies. Neither OSB nor any
of the OSB Subsidiaries is subject to any cease-and-desist or other order
issued by, or is a party to any written agreement, consent agreement or
memorandum of understanding with, or is a party to any commitment letter
or similar undertaking to, or is subject to any order or directive by, or
has been since December 31, 1991, a recipient of any supervisory letter
from, or since December 31, 1991, has adopted any board resolutions at the
request of any Regulatory Agency or other Governmental Entity that
currently restricts the conduct of its business or that relates to its
capital adequacy, compliance with laws, its credit policies, its
management or its business (each, whether or not set forth in the OSB
Disclosure Schedules, an "OSB Regulatory Agreement"), nor has OSB or any
of the OSB Subsidiaries been advised since December 31, 1991 by any
Regulatory Agency or other Governmental Entity that it is considering
issuing or requesting any such OSB Regulatory Agreement.

3.16 Other Activities of OSB and its OSB Subsidiaries. Neither
OSB nor any of the OSB Subsidiaries that is neither a savings association,
a savings association operating subsidiary or a savings association
service corporation directly or indirectly engages in any activity
prohibited by the OTS. Without limiting the generality of the foregoing,
no equity investment of OSB or any OSB Subsidiary that is neither a
savings association, a savings association operating subsidiary nor a
savings association service corporation is prohibited by the OTS.

3.17 Investment Securities. Each of OSB and the OSB
Subsidiaries has good and marketable title to all securities held by it
(except securities sold under repurchase agreements or held in any
fiduciary or agency capacity), free and clear of any Lien, except to the
extent such securities are pledged in the ordinary course of business
consistent with prudent banking practices to secure obligations of OSB or
any of the OSB Subsidiaries. Such securities are valued on the books of
OSB and the OSB Subsidiaries in accordance with GAAP.

3.18 Undisclosed Liabilities. Except for those liabilities that
are fully reflected or reserved against on the consolidated statement of
financial condition of OSB included in the OSB Second Quarter 10-Q,
liabilities disclosed in Schedule 3.18 of the OSB Disclosure Schedules,
and liabilities incurred in the ordinary course of business consistent
with past practice since June 30, 1996, neither OSB nor any of the OSB
Subsidiaries has incurred any liability of any nature whatsoever (whether
absolute, accrued, contingent or otherwise and whether due or to become
due) that, either alone or when combined with all similar liabilities, has
had, or could reasonably be expected to have, a Material Adverse Effect on
OSB.

3.19 Insurance. Schedule 3.19 of the OSB Disclosure Schedules
describes all policies of insurance in which OSB or any of the OSB
Subsidiaries is named as an insured party or which otherwise relate to or
cover any assets or properties of OSB or any of the OSB Subsidiaries.
Each of such policies is in full force and effect, and the coverage
provided under such properties complies with the requirements of any
contracts binding on OSB or any of the OSB Subsidiaries relating to such
assets or properties. Except as set forth in Schedule 3.19 of the OSB
Disclosure Schedules, neither OSB nor any of the OSB Subsidiaries has
received any notice of cancellation or termination with respect to any
material insurance policy of OSB or any of the OSB Subsidiaries.

3.20 Loan Loss Reserves. The reserve for possible loan losses
shown on the June 30, 1996 call report filed for OSB Bank is adequate in
all material respects under the requirements of GAAP to provide for
possible losses, net of recoveries relating to loans previously charged
off, on loans outstanding (including accrued interest receivable) as of
June 30, 1996. The aggregate loan balances of OSB Bank at such date in
excess of such reserves are, to the best knowledge and belief of OSB,
collectible in accordance with their terms.

3.21 Environmental Liability. Except as set forth in Schedule
3.21, there are no legal, administrative, arbitration or other
proceedings, claims, actions, causes of action, private environmental
investigations or remediation activities or governmental investigations of
any nature pending or, to the best of OSB's knowledge, threatened against
OSB seeking to impose, or that could reasonably result in the imposition,
on OSB of any liability or obligation arising under common law or under
any local, state, federal or foreign environmental statute, regulation or
ordinance including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended ("CERCLA")
which, insofar as reasonably can be foreseen, could have a Material
Adverse Effect on OSB.

Except as set forth in Schedule 3.21, to the best of OSB's
knowledge, there is no reasonable basis for any proceeding, claim, action
or governmental investigation that would impose any such liability or
obligation which, insofar as reasonably can be foreseen, could have a
Material Adverse Effect on OSB. OSB is not subject to any agreement,
order, judgment, decree, letter or memorandum by or with any court,
governmental authority, regulatory agency or third party imposing any such
liability or obligation which, insofar as reasonably can be foreseen,
could have a Material Adverse Effect on OSB.

3.22 Approval Delays. OSB knows of no reason why any of the
Requisite Regulatory Approvals (as defined in Section 7.1(b)) should be
denied or unduly delayed.

3.23 Vote Required. The approval by the holders of a majority
of the votes entitled to be cast by all holders of OSB Common Stock to
approve the Merger is the only vote of the holders of any class or series
of the capital stock of OSB required for any of the transactions
contemplated by this Agreement, the Plan of Merger and the Option
Agreements; provided, however, that the approval of shareholders of OSB
may be required for the repurchase of shares of OSB Common Stock pursuant
to Section 8 of the OSB Stock Option Agreement under circumstances where
Section 180.1134 of the WBCL would be applicable.

3.24 Applicability of Certain Provisions of Wisconsin Law, Etc.
Assuming the representations and warranties of FCB made in Section 4.25
are correct, none of the "control share voting" provisions of Section
180.1150 of the WBCL, the "business combination" provisions of Sections
180.1140 to 180.1144 of the WBCL, the "fair price" provisions of Section
180.1130 to 180.1133 of the WBCL, or any other takeover related provisions
of the WBCL (or, to the knowledge of OSB, any other similar state statute)
or the Articles of Incorporation or By-Laws of OSB, are applicable to the
transactions contemplated by this Agreement and the Plan of Merger,
including the granting or exercise of the OSB Stock Option Agreement,
except for the limitations set forth in Article XIII(B) of the Articles of
Incorporation of OSB.

3.25 Ownership of FCB Common Stock. Except as set forth in
Schedule 3.25 of the OSB Disclosure Schedules and except pursuant to the
terms of the FCB Stock Option Agreement, OSB does not "beneficially own"
(as such term is defined for purposes of Section 13(d) of the Exchange
Act) any shares of FCB Common Stock.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF FCB

FCB hereby represents and warrants to OSB as follows:

4.1 Corporate Organization.

(a) FCB is a corporation duly organized and validly
existing under the laws of the State of Wisconsin. FCB has the
corporate power and authority to own or lease all of its properties
and assets and to carry on its business as it is now being conducted,
and is duly licensed or qualified to do business in each jurisdiction
in which the nature of the business conducted by it or the character
or location of the properties and assets owned or leased by it makes
such licensing or qualification necessary, except where the failure
to be so licensed or qualified would not have a Material Adverse
Effect on FCB. FCB is duly registered as a savings and loan holding
company under HOLA. True and complete copies of the Articles of
Incorporation and By-Laws of FCB, as in effect as of the date of this
Agreement, have previously been made available by FCB to OSB.

(b) As of the date of this Agreement, FCB has, as its sole
direct or indirect subsidiaries, FCB Bank, a federally-chartered
savings association, Fox Cities Financial Services, Inc. and Fox
Cities Investments, Inc. (the "FCB Subsidiaries"). Except as set
forth on Schedule 4.1(b) of the disclosure schedules to this
Agreement prepared and delivered by FCB (the "FCB Disclosure
Schedules"), FCB does not own any voting stock or equity securities
of any bank, corporation, partnership, limited liability company, or
other organization, whether incorporated or unincorporated, other
than the FCB Subsidiaries.

(c) Each FCB Subsidiary (i) is duly organized and validly
existing as a corporation under the laws of its jurisdiction of
organization, (ii) is duly qualified to do business and in good
standing in all jurisdictions (whether federal, state, local or
foreign) where its ownership or leasing of property or the conduct of
its business requires it to be so qualified and in which the failure
to be so qualified would have a Material Adverse Effect on FCB, and
(iii) has all requisite corporate power and authority to own or lease
its properties and assets and to carry on its business as now
conducted. Except as set forth in Schedule 4.1(c) of the FCB
Disclosure Schedules, none of the FCB Subsidiaries owns any voting
stock or equity securities of any bank, corporation, partnership,
limited liability company, or other organization, whether
incorporated or unincorporated.

(d) The minute books of FCB and of each of the FCB
Subsidiaries have been made available to OSB and accurately reflect
in all material respects all corporate meetings held or actions taken
since January 1, 1992 by the shareholders and Boards of Directors of
FCB and each FCB Subsidiary, respectively (including committees of
the Boards of Directors of FCB and the FCB Subsidiaries).

4.2 Capitalization.

(a) The authorized capital stock of FCB consists of
15,000,000 shares of common stock, $0.01 par value per share, of
which, as of September 30, 1996, 2,459,614 shares were issued and
outstanding and 5,000,000 shares of Preferred Stock, $0.01 par value
per share, of which, as of September 30, 1996, none were issued and
outstanding. As of September 30, 1996, 449,886 shares of FCB Common
Stock were held in treasury. All of the issued and outstanding
shares of FCB Common Stock have been duly authorized and validly
issued and are fully paid, nonassessable (except as otherwise
provided by Section 180.0622(2)(b) of the WBCL) and free of
preemptive rights. Except for the FCB Option Agreement and as set
forth on Schedule 4.2(a) of the FCB Disclosure Schedules, FCB does
not have and is not bound by any outstanding subscriptions, options,
warrants, calls, commitments or agreements of any character calling
for the purchase or issuance of any shares of FCB Common Stock or any
other equity securities of FCB or any securities representing the
right to purchase or otherwise receive any shares of the capital
stock of FCB. No shares of FCB Common Stock have been reserved for
issuance, other than the shares of FCB Common Stock reserved for
issuance under the FCB Option Agreement and the FCB Financial Corp.
1993 Stock Option and Incentive Plan (the "FCB Option Plan"). Since
September 30, 1996, FCB has not issued any shares of its capital
stock or any securities convertible into or exercisable for any
shares of its capital stock except upon exercise of stock options
pursuant to the FCB Option Plan outstanding as of September 30, 1996
and except with respect to the FCB Stock Option Agreement.

(b) FCB owns, directly or indirectly, all of the issued
and outstanding shares of capital stock of each of the FCB
Subsidiaries, free and clear of any Liens. All of the shares of
capital stock of each FCB Subsidiary are duly authorized and validly
issued and are fully paid, nonassessable (except as otherwise
provided by Section 180.0622(2)(b) of the WBCL) and free of
preemptive rights. No FCB Subsidiary has or is bound by any
outstanding subscriptions, options, warrants, calls, commitments or
agreements of any character calling for the purchase or issuance of
any shares of capital stock or any other equity security of such FCB
Subsidiary or any securities representing the right to purchase or
otherwise receive any shares of capital stock or any other equity
security of such FCB Subsidiary.

4.3 Authority; No Violation. FCB has full corporate power and
authority to execute and deliver each of this Agreement, the Plan of
Merger and the Option Agreements, subject to shareholder and regulatory
approvals, and to consummate the transactions contemplated hereby and
thereby. The execution and delivery of this Agreement, the Plan of Merger
and the Option Agreements and the consummation of the transactions
contemplated hereby and thereby have been duly and validly approved by the
Board of Directors of FCB. The Board of Directors of FCB has directed
that this Agreement and the Plan of Merger and the transactions
contemplated hereby and thereby be submitted to FCB's shareholders for
approval at a meeting of such shareholders and, except for the adoption of
this Agreement and the Plan of Merger and the transactions contemplated
hereby and thereby by the affirmative vote of the holders of a majority of
the outstanding shares of FCB Common Stock, no other corporate proceedings
on the part of FCB are necessary to approve this Agreement, the Plan of
Merger and the Option Agreements and to consummate the transactions
contemplated hereby and thereby. This Agreement and the Option Agreements
have been duly and validly executed and delivered by FCB and (assuming due
authorization, execution and delivery by OSB) constitute valid and binding
obligations of FCB, enforceable against FCB in accordance with their
respective terms. Furthermore, the Plan of Merger, when executed and
delivered by FCB and (assuming due authorization, execution and delivery
by OSB), shall constitute a valid and binding obligation of FCB,
enforceable against FCB in accordance with its terms.

4.4 Consents and Approvals. No consents or approvals of or
filings or registrations with any Governmental Entity or with any third
party are necessary in connection with the execution and delivery by FCB
of this Agreement, the Plan of Merger and the Option Agreements and the
consummation by FCB of the Merger and the other transactions contemplated
hereby and thereby except for (a) the filing by FCB and FCB Bank of an
application with the OTS under HOLA and the approval of the OTS
Application, (b) the filing with the SEC of the Joint Proxy Statement in
definitive form relating to the meetings of OSB's and FCB's shareholders
to be held in connection with this Agreement and the Plan of Merger and
the transactions contemplated hereby and thereby in which such Joint Proxy
Statement will be included as a prospectus, (c) the filing of Articles of
Merger with the Wisconsin Department under the WBCL, (d) such filings and
approvals as are required to be made or obtained under the securities or
"Blue Sky" laws of various states in connection with the issuance of the
shares of FCB Common Stock pursuant to this Agreement and the Plan of
Merger, and (e) the approval of this Agreement and Plan of Merger by the
requisite vote of the shareholders of FCB and OSB.

4.5 Reports. FCB and each of the FCB Subsidiaries have timely
filed all reports, registrations and statements, together with any
amendments required to be made with respect thereto, that they were
required to file since October 1, 1993 with the Regulatory Agencies, and
all other reports and statements required to be filed by them since
October 1, 1993, including, without limitation, any report or statement
required to be filed pursuant to the laws, rules or regulations of the
United States, any state, or any Regulatory Agency, and have paid all fees
and assessments due and payable in connection therewith, except where the
failure to file such report, registration or statement or to pay such fees
and assessments, either individually or in the aggregate, will not have a
Material Adverse Effect on FCB. Except for normal examinations conducted
by a Regulatory Agency in the regular course of the business of FCB or the
FCB Subsidiaries, no Regulatory Agency has initiated any proceeding or, to
the best knowledge of FCB, investigation into the business or operations
of FCB or any of the FCB Subsidiaries since October 1, 1993. There is no
unresolved written violation, written criticism, or written exception by
any Regulatory Agency with respect to any report or statement relating to
any examinations of FCB or any of the FCB Subsidiaries, which is likely,
either individually or in the aggregate, to have a Material Adverse Effect
on FCB.

4.6 Financial Statements. FCB has previously made available to
OSB copies of (a) the consolidated statements of financial condition of
FCB and the FCB Subsidiaries as of March 31, 1995 and 1996, and the
related consolidated statements of income, shareholders' equity and cash
flows for the fiscal years ended March 31, 1994, 1995 and 1996, inclusive,
as reported in FCB's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996 (the "FCB Form 10-K") filed with the SEC under the Exchange
Act, in each case accompanied by the audit report of Wipfli Ullrich
Bertelson LLP, independent public accountants with respect to FCB, and (b)
the unaudited consolidated statements of financial condition of FCB and
the FCB Subsidiaries as of June 30, 1996, and the related unaudited
consolidated statements of income, shareholders' equity and cash flows for
the three-month period then ended as reported in FCB's Quarterly Report on
Form 10-Q for the period ended June 30, 1996 filed with the SEC under the
Exchange Act (the "FCB First Quarter 10-Q"). The March 31, 1996
consolidated statements of financial condition of FCB (including the
related notes, where applicable) fairly present the consolidated financial
position of FCB and the FCB Subsidiaries as of the dates thereof, and the
other financial statements referred to in this Section 4.6 or included in
the FCB Reports (including the related notes, where applicable) fairly
present the results of the consolidated operations and shareholders'
equity and consolidated financial position of FCB and the FCB Subsidiaries
for the respective fiscal periods or as of the respective dates therein
set forth, subject, in the case of the unaudited statements, to recurring
audit adjustments normal in nature and amount; each of such statements
(including the related notes, where applicable) comply in all material
respects with applicable accounting requirements and with the published
rules and regulations of the SEC with respect thereto; and each of such
statements (including the related notes, where applicable) has been
prepared in all material respects in accordance with GAAP consistently
applied during the periods involved, except, in each case, as indicated in
such statements or in the notes thereto or, in the case of unaudited
statements, as permitted by Form 10-Q.

4.7 Broker's Fees. Other than FCB's arrangement with RP
Financial, LC. to serve as a financial advisor to FCB in connection with
the Merger and related transactions contemplated by this Agreement and the
Plan of Merger, neither FCB nor any FCB Subsidiary nor any of their
respective officers or directors has employed any financial advisor,
broker or finder or incurred any liability for any financial advisory
fees, broker's fees, commissions or finder's fees in connection with the
Merger or related transactions contemplated by this Agreement and the Plan
of Merger.

4.8 Absence of Certain Changes or Events.

(a) Except as publicly disclosed in the FCB Reports (as
defined in Section 4.12) filed prior to the date hereof or as set
forth in Schedule 4.8(a), since December 31, 1995, (i) FCB and the
FCB Subsidiaries taken as a whole have not incurred any material
liability, except in the ordinary course of their business, and (ii)
no event has occurred which has had, individually or in the
aggregate, a Material Adverse Effect on FCB or will have a Material
Adverse Effect on FCB.

(b) Except as publicly disclosed in the FCB Reports filed
prior to the date hereof, since December 31, 1995, FCB and each FCB
Subsidiary have carried on their respective businesses in all
material respects in the ordinary and usual course.

4.9 Legal Proceedings.

(a) Except as set forth in Schedule 4.9, there are no
pending or, to the best of FCB's knowledge, threatened, legal,
administrative, arbitration or other proceedings, claims, actions or
governmental or regulatory investigations of any nature against FCB
or any of the FCB Subsidiaries or challenging the validity or
propriety of the transactions contemplated by this Agreement, the
Plan of Merger or the Option Agreements.

(b) There is no injunction, order, judgment, decree, or
regulatory restriction (other than regulatory restrictions that apply
to similarly situated savings and loan holding companies or savings
associations) imposed upon FCB, any of the FCB Subsidiaries or the
assets of FCB or any of the FCB Subsidiaries.

4.10 Taxes and Tax Returns. Each of FCB and the FCB
Subsidiaries has duly filed all federal, state, county, foreign and, to
the best of FCB's knowledge, local information returns and tax returns
required to be filed by it on or prior to the date hereof (all such
returns being accurate and complete in all material respects) and has duly
paid or made provisions for the payment of all Taxes and other
governmental charges which have been incurred or are due or claimed to be
due from it by federal, state, county, foreign or local taxing authorities
on or prior to the date of this Agreement (including, without limitation,
if and to the extent applicable, those due in respect of its properties,
income, business, capital stock, deposits, franchises, licenses, sales and
payrolls) other than Taxes or other charges which are not yet delinquent
or are being contested in good faith and have not been finally determined.
The income tax returns of FCB and the FCB Subsidiaries remain open for the
applicable statutory time periods and any deficiencies, penalties or
assessments have been paid or provided for in FCB's consolidated financial
statements. There are no material disputes pending with respect to, or
claims asserted for, Taxes or assessments upon FCB or any of the FCB
Subsidiaries for which FCB does not have adequate reserves, nor has FCB or
any of the FCB Subsidiaries given any currently effective waivers
extending the statutory period of limitation applicable to any federal,
state, county, foreign or local income tax return for any period. In
addition, (i) proper and accurate amounts have been withheld by FCB and
each of the FCB Subsidiaries from their employees for all prior periods in
compliance in all material respects with the tax withholding provisions of
applicable federal, state, foreign and local laws, except where failure to
do so would not have a Material Adverse Effect on FCB, (ii) federal,
state, foreign, county and local returns which are accurate and complete
in all material respects have been filed by FCB and each of the FCB
Subsidiaries for all periods for which returns were due with respect to
income tax withholding, Social Security and unemployment taxes, (iii) the
amounts shown on such federal, state, foreign, local or county returns to
be due and payable have been paid in full or adequate provision therefor
has been included by FCB in its consolidated financial statements as of
March 31, 1996, and (iv) there are no Tax liens upon any property or
assets of FCB or any of the FCB Subsidiaries except liens for current
taxes not yet due. Except as set forth in Schedule 4.10(a), neither FCB
nor any of the FCB Subsidiaries has been required to include in income any
adjustment pursuant to Section 481 of the Code by reason of a voluntary
change in accounting method initiated by FCB or any of the FCB
Subsidiaries, and the IRS has not initiated or proposed any such
adjustment or change in accounting method. Except as set forth in the
financial statements described in Section 4.6, neither FCB nor any of the
FCB Subsidiaries has entered into a transaction which is being accounted
for as an installment obligation under Section 453 of the Code.

4.11 Employees.

(a) Schedule 4.11 of the FCB Disclosure Schedules sets
forth a true and complete list of each employee benefit plan,
arrangement, commitment, agreement or understanding that is
maintained as of the date of this Agreement (the "FCB Benefit Plans")
(i) by FCB or any of the FCB Subsidiaries or (ii) by any trade or
business, whether or not incorporated, which (A) is under "common
control," as described in Section 414(c) of the Code, with FCB, (B)
is a member of a "controlled group," as defined in Section 414(b) of
the Code, or (C) is a member of an "affiliated service group," as
defined in Section 414(m) of the Code which includes FCB (an "FCB
ERISA Affiliate"), all of which together with FCB would be deemed a
"single employer" within the meaning of Section 4001 of ERISA.

(b) FCB has heretofore delivered to OSB true and complete
copies of the FCB Benefit Plans and certain related documents,
including, but not limited to, (i) the Annual Report Form 5500 for
such FCB Benefit Plan (if applicable) for each of the last two years,
and (ii) the most recent determination letter from the IRS (if
applicable) for such FCB Benefit Plan.

(c) (i) Each of the FCB Benefit Plans has been operated
and administered in all material respects with applicable laws,
including, but not limited to, ERISA and the Code, (ii) each of the
FCB Benefit Plans intended to be "qualified" within the meaning of
Section 401(a) of the Code is so qualified, (iii) no FCB Benefit Plan
provides benefits, including, without limitation, death or medical
benefits (whether or not insured), with respect to current or former
employees of FCB, the FCB Subsidiaries or any FCB ERISA Affiliate
beyond their retirement or other termination of service, other than
(A) coverage mandated by applicable law, (B) death benefits,
disability benefits or retirement benefits under any "employee
pension plan" (as such term is defined in Section 3(2) of ERISA), (C)
deferred compensation benefits accrued as liabilities on the books of
FCB, the FCB Subsidiaries or the FCB ERISA Affiliates, or (D)
benefits the full cost of which is borne by the current or former
employee (or his beneficiary), (iv) neither FCB, the FCB Subsidiaries
nor any FCB ERISA Affiliate maintains or has ever maintained a plan
subject to Title IV of ERISA, (v) neither FCB, the FCB Subsidiaries
nor any FCB ERISA Affiliate contributes to or has ever contributed to
a "Multiemployer" pension plan (as such term is defined in Section
3(37) of ERISA, (vi) all contributions or other amounts payable by
FCB or the FCB Subsidiaries as of the Effective Time with respect to
each FCB Benefit Plan in respect of current or prior plan years have
been paid or accrued in accordance with GAAP and Section 412 of the
Code, (vii) neither FCB, the FCB Subsidiaries nor any FCB ERISA
Affiliate has engaged in a transaction in connection with which FCB,
the FCB Subsidiaries or any ERISA Affiliate reasonably could be
subject to either a material civil penalty assessed pursuant to
Section 409 or 502(i) of ERISA or a material tax imposed pursuant to
Sections 4975 or 4976 of the Code, and (viii) to the best knowledge
of FCB, there are no pending, threatened or anticipated claims (other
than routine claims for benefits) by, on behalf of or against any of
the FCB Benefit Plans or any trusts related thereto which are, in the
reasonable judgment of FCB, likely, either individually or in the
aggregate, to have a Material Adverse Effect on FCB.

4.12 SEC Reports. FCB and each of the FCB Subsidiaries has made
available to OSB an accurate and complete copy of each (a) final
registration statement, prospectus, report, schedule and definitive proxy
statement filed since March 31, 1993 by FCB with the SEC pursuant to the
Securities Act or the Exchange Act (collectively, the "FCB Reports"), and
(b) communication mailed by FCB to its shareholders since March 31, 1993.
None of the FCB Reports or such communications to shareholders, as of
their respective dates, contained any untrue statement of a material fact
or omitted to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances in which they were made, not misleading. Since March 31,
1993, FCB has timely filed all FCB Reports and other documents required to
be filed by it under the Securities Act and the Exchange Act, and, as of
their respective dates, all FCB Reports complied in all material respects
with the published rules and regulations of the SEC with respect thereto.

4.13 Compliance with Applicable Law. FCB and each of the FCB
Subsidiaries hold all licenses, franchises, permits and authorizations
necessary for the lawful conduct of their respective businesses under and
pursuant to all, and have complied with and are not in default under any,
applicable laws, statutes, orders, rules, regulations, policies and/or
guidelines of any Governmental Entity relating to FCB or any of the FCB
Subsidiaries, except where the failure to hold such license, franchise,
permit or authorization or such noncompliance or default would not,
individually or in the aggregate, have a Material Adverse Effect on FCB.

4.14 Certain Contracts.

(a) Except as set forth in Schedule 4.14(a) of the FCB
Disclosure Schedules, neither FCB nor any of the FCB Subsidiaries is
a party to or bound by:

(i) any contract, arrangement, commitment or
understanding (whether written or oral) with respect to the
employment or compensation of any directors, officers or
employees;

(iii) any contract, arrangement, commitment or
understanding (whether written or oral) which materially
restricts the conduct of any line of business by FCB; or

FCB has previously made available to OSB true and correct copies of
all employment and deferred compensation arrangements which are in
writing and to which FCB or an FCB Subsidiary is a party. Each
contract, arrangement, commitment or understanding of the type
described in this Section 4.14(a), is referred to herein as an "FCB
Contract," and neither FCB nor any of the FCB Subsidiaries knows of,
or has received notice of, any violation of any FCB Contract by any
of the other parties thereto, which, individually or in the
aggregate, would have a Material Adverse Effect on FCB.

(b) (i) each FCB Contract is valid and binding on FCB or
the applicable FCB Subsidiary, as the case may be, and is in full
force and effect, (ii) FCB and each of the FCB Subsidiaries has
performed all obligations required to be performed by it to date
under each FCB Contract to which it is a party, except where such
noncompliance, individually or in the aggregate, would not have a
Material Adverse Effect on FCB, and (iii) no event or condition
exists which constitutes or, after notice or lapse of time or both,
would constitute, a default on the part of FCB or any of the FCB
Subsidiaries under any such FCB Contract, except where any such
default, individually or in the aggregate, would not have a Material
Adverse Effect on FCB.

4.15 Agreements with Regulatory Agencies. Neither FCB nor any
of the FCB Subsidiaries is subject to any cease-and-desist or other order
issued by, or is a party to any written agreement, consent agreement or
memorandum of understanding with, or is a party to any commitment letter
or similar undertaking to, or is subject to any order or directive by, or
has been since March 31, 1993, a recipient of any supervisory letter from,
or since March 31, 1993, has adopted any board resolutions at the request
of any Regulatory Agency or other Governmental Entity that currently
restricts the conduct of its business or that relates to its capital
adequacy, compliance with laws, its credit policies, its management or its
business (each, whether or not set forth in the FCB Disclosure Schedules,
a "FCB Regulatory Agreement") nor has FCB or any of the FCB Subsidiaries
been advised since March 31, 1993 by any Regulatory Agency or other
Governmental Entity that it is considering issuing or requesting any such
FCB Regulatory Agreement.

4.16 Other Activities of FCB and its FCB Subsidiaries. Neither
FCB nor any of the FCB Subsidiaries that is neither a savings association,
a savings association operating subsidiary or a savings association
service corporation directly or indirectly engages in any activity
prohibited by the OTS. Without limiting the generality of the foregoing,
no equity investment of FCB or any FCB Subsidiary that is neither a
savings association, a savings association operating subsidiary nor a
savings association service corporation is prohibited by the OTS.

4.17 Investment Securities. Each of FCB and the FCB
Subsidiaries has good and marketable title to all securities held by it
(except securities sold under repurchase agreements or held in any
fiduciary or agency capacity), free and clear of any Lien, except to the
extent such securities are pledged in the ordinary course of business
consistent with prudent banking practices to secure obligations of FCB or
any of the FCB Subsidiaries. Such securities are valued on the books of
FCB and the FCB Subsidiaries in accordance with GAAP.

4.18 Undisclosed Liabilities. Except for those liabilities that
are fully reflected or reserved against on the consolidated statement of
financial condition of FCB included in the FCB First Quarter 10-Q,
liabilities disclosed in Schedule 4.18 of the FCB Disclosure Schedules,
and liabilities incurred in the ordinary course of business consistent
with past practice since June 30, 1996, neither FCB nor any of the FCB
Subsidiaries has incurred any liability of any nature whatsoever (whether
absolute, accrued, contingent or otherwise and whether due or to become
due) that, either alone or when combined with all similar liabilities, has
had, or could reasonably be expected to have, a Material Adverse Effect on
FCB.

4.19 Insurance. Schedule 4.19 of the FCB Disclosure Schedules
describes all policies of insurance in which FCB or any of the FCB
Subsidiaries is named as an insured party or which otherwise relate to or
cover any assets or properties of FCB or any of the FCB Subsidiaries.
Each of such policies is in full force and effect, and the coverage
provided under such properties complies with the requirements of any
contracts binding on FCB or any of the FCB Subsidiaries relating to such
assets or properties. Except as set forth in Schedule 4.19 of the FCB
Disclosure Schedules, neither FCB nor any of the FCB Subsidiaries has
received any notice of cancellation or termination with respect to any
material insurance policy of FCB or any of the FCB Subsidiaries.

4.20 Loan Loss Reserves. The reserve for possible loan losses
shown on the June 30, 1996 call report filed for FCB Bank is adequate in
all material respects under the requirements of GAAP to provide for
possible losses, net of recoveries relating to loans previously charged
off, on loans outstanding (including accrued interest receivable) as of
June 30, 1996. The aggregate loan balances of FCB Bank at such date in
excess of such reserves of each of FCB Bank are, to the best knowledge and
belief of FCB, collectible in accordance with their terms.

4.21 Environmental Liability. Except as set forth in Schedule
4.21, there are no legal, administrative, arbitration or other
proceedings, claims, actions, causes of action, private environmental
investigations or remediation activities or governmental investigations of
any nature pending or, to the best of FCB's knowledge, threatened against
FCB seeking to impose, or that could reasonably result in the imposition,
on FCB of any liability or obligation arising under common law or under
any local, state, federal or foreign environmental statute, regulation or
ordinance including, without limitation, CERCLA which, insofar as
reasonably can be foreseen, could have a Material Adverse Effect on FCB.
Except as set forth in Schedule 4.21, to the best of FCB's knowledge,
there is no reasonable basis for any such proceeding, claim, action or
governmental investigation that would impose any such liability or
obligation which, insofar as reasonably can be foreseen, could have a
Material Adverse Effect on FCB. FCB is not subject to any agreement,
order, judgment, decree, letter or memorandum by or with any court,
governmental authority, regulatory agency or third party imposing any such
liability or obligation which, insofar as reasonably can be foreseen,
could have a Material Adverse Effect on FCB.

4.22 Approval Delays. FCB knows of no reason why any of the
Requisite Regulatory Approvals (as defined in Section 7.1(b)) should be
denied or unduly delayed.

4.23 Vote Required. The approval by the holders of a majority
of the votes entitled to be cast by all holders of FCB Common Stock to
approve the Merger (including the issuance of shares of FCB Common Stock
in connection therewith) is the only vote of the holders of any class or
series of the capital stock of FCB required for any of the transactions
contemplated by this Agreement, the Plan of Merger and the Option
Agreements; provided, however, that the approval of shareholders of FCB
may be required for the repurchase of shares of FCB Common Stock pursuant
to Section 8 of the FCB Stock Option Agreement under circumstances where
Section 180.1134 of the WBCL would be applicable.

4.24 Applicability of Certain Provisions of Wisconsin Law, Etc.
Assuming the representations and warranties of OSB made in Section 3.25
are correct, none of the "control share voting" provisions of Section
180.1150 of the WBCL, the "business combination" provisions of Sections
180.1140 to 180.1144 of the WBCL, the "fair price" provisions of Section
180.1130 to 180.1133 of the WBCL, or any other takeover related provisions
of the WBCL (or, to the knowledge of FCB, any other similar state statute)
or the Articles of Incorporation or By-Laws of FCB, are applicable to the
transactions contemplated by this Agreement and the Plan of Merger,
including the granting or exercise of the FCB Stock Option Agreement,
except for the limitations set forth in subparagraph B(4) of Article II of
the Articles of Incorporation of FCB.

4.25 Ownership of OSB Common Stock. Except as set forth in
Schedule 4.25 of the FCB Disclosure Schedules and except pursuant to the
terms of the OSB Stock Option Agreement, FCB does not "beneficially own"
(as such term is defined for purposes of Section 13(d) of the Exchange
Act) any shares of OSB Common Stock.

ARTICLE V
COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1 Conduct of Businesses Prior to the Effective Time. During
the period from the date of this Agreement to the Effective Time, except
as expressly contemplated or permitted by this Agreement and the Plan of
Merger (including the OSB Disclosure Schedules and the FCB Disclosure
Schedules), each of FCB and OSB shall, and shall cause the FCB
Subsidiaries and the OSB Subsidiaries, respectively, to (a) conduct its
business in good faith in the usual, regular and ordinary course
consistent with past practice, (b) use reasonable efforts to maintain and
preserve intact its business organization, employees and advantageous
business relationships and retain the services of its key officers and key
employees, and (c) take no action which would adversely affect or delay
the ability of either FCB or OSB to obtain any necessary approvals of any
Regulatory Agency or other governmental authority required for the
transactions contemplated hereby or to perform its covenants and
agreements under this Agreement, the Plan of Merger or the Option
Agreements.

5.2 Forbearances. During the period from the date of this
Agreement to the Effective Time, except as set forth in the OSB Disclosure
Schedules or the FCB Disclosure Schedules, as the case may be, and, except
as expressly contemplated or permitted by this Agreement, the Plan of
Merger or the Option Agreements, neither FCB nor OSB shall, nor shall FCB
or OSB permit the FCB Subsidiaries or OSB Subsidiaries, respectively to,
without the prior written consent of the other:

(a) other than in the ordinary course of business
consistent with past practice, (i) incur any indebtedness for
borrowed money (other than pursuant to existing lines of credit or
short-term indebtedness incurred in the ordinary course of business
consistent with past practice, indebtedness of OSB to any of the OSB
Subsidiaries or of any of the OSB Subsidiaries to OSB, or
indebtedness of FCB to any of the FCB Subsidiaries or of any of the
FCB Subsidiaries to FCB, it being understood and agreed that
incurrence of indebtedness in the ordinary course of business shall
include, without limitation, the creation of deposit liabilities,
purchases of Federal funds, sales of certificates of deposit and
entering into repurchase agreements), (ii) assume, guarantee, endorse
or otherwise as an accommodation become responsible for the
obligations of any other individual, corporation or other entity; or
(iii) make any loan or advance;

(b) (i) adjust, split, combine or reclassify any capital
stock, (ii) make, declare or pay any dividend or make any other
distribution on, any shares of its capital stock or any securities or
obligations convertible into or exchangeable for any shares of its
capital stock (except (A) in the case of FCB, for regular quarterly
cash dividends at a rate not in excess of $0.18 per share of FCB
Common Stock, and (B) in the case of OSB, for regular quarterly cash
dividends at a rate not in excess of $0.16 per share of OSB Common
Stock); (iii) directly or indirectly redeem, purchase or otherwise
acquire any shares of capital stock or any securities or obligations
convertible into or exchangeable for any shares of its capital stock
(except (A) in the case of FCB, repurchases of FCB Common Stock in
the open market or in privately negotiated transactions, provided
that written notice of any such repurchase is given to OSB as soon as
is practicable thereafter, and (B) in the case of OSB, repurchases of
OSB Common Stock in the open market or in privately negotiated
transactions, provided that written notice of any such repurchase is
given to FCB as soon as practicable thereafter); (iv) grant any stock
appreciation rights or grant any individual, corporation or other
entity any right to acquire any shares of its capital stock, or (iv)
issue any additional shares of capital stock (except pursuant to (A)
the exercise of stock options outstanding as of the date of this
Agreement, or (B) the Option Agreements);

(c) sell, transfer, mortgage, encumber or otherwise
dispose of any of its properties or assets to any individual,
corporation or other entity other than a Subsidiary, or cancel,
release or assign any indebtedness to any such person or any claims
held by any such person, except in the ordinary course of business
consistent with past practice or pursuant to contracts or agreements
in force at the date of this Agreement;

(d) except for transactions in the ordinary course of
business consistent with past practice or pursuant to contracts or
agreements in force at the date of this Agreement, make any material
investment either by purchase of stock or securities, contributions
to capital, property transfers, or purchase of any property or assets
of any other individual, corporation or other entity other than a
Subsidiary thereof or any existing joint venture to which OSB or FCB
is a party;

(e) except for transactions in the ordinary course of
business consistent with past practice, enter into or terminate any
material contract or agreement, or make any change in any of its
material leases or contracts, other than renewals of contracts and
leases without material adverse changes of terms;

(f) other than in the ordinary course of business
consistent with past practice, increase in any manner the
compensation or fringe benefits of any of its employees (it being
understood and agreed that an increase in any manner the compensation
of any employee in the ordinary course of business consistent with
past practice shall include, without limitation, an increase in Mr.
Rothenbach's base salary to an amount not to exceed $125,000
annually), or pay any pension or retirement allowance not required by
any existing plan or agreement to any such employees or become a
party to, amend or commit itself to any pension, retirement, profit-
sharing or welfare benefit plan or agreement or employment agreement
with or for the benefit of any employee; provided, however, that (i)
any bonus paid any officer of FCB or the FCB Subsidiaries shall not
exceed 115% of such bonus paid to such individual for the immediately
preceding fiscal year and (ii) any bonus paid by OSB or the OSB
Subsidiaries to (a) James J. Rothenbach shall not exceed 30% of his
1996 base salary, (b) any Vice President of OSB or the OSB
Subsidiaries shall not exceed 15% of each individual's 1996 base
salary, and (c) all other employees of OSB or the OSB Subsidiaries
shall not exceed $30,000 in the aggregate for any fiscal year;

(g) grant, amend or modify in any material respect any
stock option, stock awards or other stock based compensation, except
that OSB and FCB may modify their respective stock options and OSB
may modify stock awards previously granted under the OSB MRP which
are outstanding as of the date of this Agreement in each case solely
to provide full vesting conditioned upon and effective as of the
Closing Date.

(h) pay, discharge or satisfy any material claims,
liabilities or obligations (whether absolute, accrued, asserted or
unasserted, contingent or otherwise), other than the payment,
discharge or satisfaction, in the ordinary course of business
consistent with past practice (which includes the payment of final
and unappealable judgments) or in accordance with their terms, of
liabilities reflected or reserved against in, or contemplated by, the
most recent consolidated financial statements (or the notes thereto)
of such party included in such party's reports filed with the SEC, or
incurred in the ordinary course of business consistent with past
practice;

(i) take any action that would prevent or impede the
Merger from qualifying as a reorganization within the meaning of
Section 368 of the Code; provided, however, that nothing contained
herein shall limit the ability of OSB or FCB to exercise its rights
under the OSB Option Agreement or the FCB Option Agreement, as the
case may be;

(j) amend its articles of incorporation or its bylaws;

(k) other than in prior consultation with the other party
to this Agreement, restructure or materially change its investment
securities portfolio or its gap position, through purchases, sales,
or otherwise, or the manner in which the portfolio is classified or
reported;

(l) take any action that is intended or may reasonably be
expected to result in any of its representations and warranties set
forth in this Agreement being or becoming untrue in any material
respect at any time prior to the Effective Time, or in any of the
conditions to the Merger set forth in Article VII not being satisfied
or in a violation of any provision of this Agreement, the Plan of
Merger or the Option Agreements, except, in every case, as may be
required by applicable law; or

(m) agree to, or make any commitment to, take any of the
actions prohibited by this Section 5.2.

ARTICLE VI
ADDITIONAL AGREEMENTS

6.1 Regulatory Matters; Cooperation with Respect to Filing.

(a) (i) FCB shall promptly prepare and file with the SEC
the Joint Proxy Statement in preliminary form; (ii) FCB shall
promptly prepare and file an application with the OTS, for approval
to consummate the transactions contemplated by this Agreement, the
Plan of Merger and, to the extent required, the Option Agreements.
Each of FCB and OSB shall use all reasonable efforts to have the S-4,
in which the Joint Proxy Statement will be included as a prospectus,
declared effective under the Securities Act as promptly as
practicable after such filing and to mail or deliver the Joint Proxy
Statement to their respective shareholders. FCB shall also use all
reasonable efforts to obtain all necessary state securities law or
"Blue Sky" permits and approvals required to carry out the
transactions contemplated by this Agreement and the Plan of Merger,
and OSB shall furnish all information concerning OSB and the holders
of the OSB Common Stock as may be reasonably requested by FCB in
connection with any such action.

(b) The parties hereto shall cooperate with each other and
shall each use reasonable efforts to promptly prepare and file all
necessary documentation, to effect all applications, notices,
petitions and filings, to obtain as promptly as practicable all
permits, consents, approvals and authorizations of all third parties
and Governmental Entities which are necessary or advisable to
consummate the transactions contemplated by this Agreement and the
Plan of Merger (including, without limitation, the Merger), and to
comply with the terms and conditions of all such permits, consents,
approvals and authorizations of all such Governmental Entities. FCB
and OSB shall have the right to review in advance, and, to the extent
practicable, each will consult the other on, in each case subject to
applicable laws relating to the exchange of information, all the
information relating to FCB or OSB, as the case may be, and the FCB
Subsidiaries and OSB Subsidiaries, respectively, which appears in any
filing made with, or written materials submitted to, any third party
or any Governmental Entity in connection with the transactions
contemplated by this Agreement and the Plan of Merger. In exercising
the foregoing right, each of the parties hereto shall act reasonably
and as promptly as practicable. The parties hereto agree that they
will consult with each other with respect to the obtaining of all
permits, consents, approvals and authorizations of all third parties
and Governmental Entities necessary or advisable to consummate the
transactions contemplated by this Agreement and the Plan of Merger,
and each party will keep the other apprised of the status of matters
relating to completion of the transactions contemplated herein.

(c) FCB and OSB shall, upon request, furnish each other
with all information concerning themselves, and the FCB Subsidiaries
and the OSB Subsidiaries, respectively, directors, officers and
shareholders and such other matters as may be reasonably necessary or
advisable in connection with the Joint Proxy Statement, the S-4 or
any other statement, filing, notice or application made by or on
behalf of FCB or OSB or the FCB Subsidiaries and OSB Subsidiaries, as
the case may be, to any Governmental Entity in connection with the
Merger and the other transactions contemplated by this Agreement and
the Plan of Merger. FCB covenants and agrees that none of the
information which is furnished by FCB for inclusion, or which is
included, in the S-4, the Joint Proxy Statement or any other
statement, filing, notice or application made by or on behalf of FCB
or OSB or the FCB Subsidiaries or the OSB Subsidiaries, as the case
may be, to any Governmental Entity in connection with the Merger and
the other transactions contemplated by this Agreement and the Plan of
Merger will, at the respective times such documents are filed and, in
the case of the S-4, when it becomes effective and, with respect to
the Joint Proxy Statement, when mailed or at the time of the meetings
of the shareholders of FCB and OSB, be false or misleading with
respect to any material fact or shall omit to state any material fact
necessary in order to make the statements therein, in light of the
circumstances in which they were made, not misleading. OSB covenants
and agrees that none of the information which is furnished by OSB for
inclusion, or which is included, in the S-4, the Joint Proxy
Statement or any other statement, filing, notice or application made
by or on behalf of FCB or OSB or the FCB Subsidiaries or the OSB
Subsidiaries, as the case may be, to any Governmental Entity in
connection with the Merger and the other transactions contemplated by
this Agreement and the Plan of Merger will, at the respective times
such documents are filed and, in the case of the S-4, when it becomes
effective and, with respective to the Joint Proxy Statement, when
mailed or at the time of the meetings of the shareholders of FCB and
OSB, be false or misleading with respect to any material fact or
shall omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances in which they were
made, not misleading. Notwithstanding the foregoing, FCB shall have
no responsibility for the truth or accuracy of any information with
respect to OSB or the OSB Subsidiaries included in the S-4, the Joint
Proxy Statement, or any other statement, filing, notice or
application filed with any Governmental Entity in connection with the
Merger and the other transactions contemplated by this Agreement and
the Plan of Merger, and OSB shall have no responsibility for the
truth or accuracy of any information with respect to FCB or the FCB
Subsidiaries included in the S-4, the Joint Proxy Statement, or any
other statement, filing, notice or application filed with any
Governmental Entity in connection with the Merger and the other
transactions contemplated by this Agreement and the Plan of Merger.

(d) FCB and OSB shall promptly advise one another upon
receiving any communication from any Governmental Entity whose
consent or approval is required for consummation of the transactions
contemplated by this Agreement and the Plan of Merger which causes
such party to believe that there is a reasonable likelihood that any
Requisite Regulatory Approval will not be obtained or that the
receipt of any such approval will be materially delayed.

6.2 Access to Information; Due Diligence.

(a) Upon reasonable notice and subject to applicable laws
relating to the exchange of information, each of FCB and OSB shall,
and shall cause the FCB Subsidiaries and the OSB Subsidiaries,
respectively, to, afford to the officers, employees, accountants,
counsel and other representatives of the other party, access, during
normal business hours during the period prior to the Effective Time,
to all its properties, books, contracts, commitments and records and,
during such period, each of FCB and OSB shall, and shall cause the
FCB Subsidiaries and the OSB Subsidiaries, respectively, to, make
available to the other party (i) a copy of each report, schedule,
registration statement and other document filed or received by it
during such period pursuant to the requirements of federal securities
laws or federal or state banking laws, and (ii) all other information
concerning its business, properties and personnel as such party may
reasonably request. Neither FCB, OSB, the FCB Subsidiaries nor the
OSB Subsidiaries shall be required to provide access to or to
disclose information where such access or disclosure would (A)
violate or prejudice the rights of FCB's or OSB's, as the case may
be, customers or contravene any law, rule, regulation, order,
judgment, decree, fiduciary duty or binding agreement entered into
prior to the date of this Agreement, or (B) impair any attorney-
client privilege of the disclosing party. The parties hereto will
make appropriate substitute disclosure arrangements under
circumstances in which the restrictions of the preceding sentence
apply.

(b) Each of FCB and OSB shall hold all information
furnished by or on behalf of the other party or the FCB Subsidiaries
or the OSB Subsidiaries, as the case may be, or their representatives
pursuant to Section 6.2(a) in confidence and shall return all
documents containing any information concerning the properties,
business and assets of each other party that may have been obtained
in the course of negotiations or examination of the affairs of each
other party either prior or subsequent to the execution of this
Agreement (other than such information as shall be in the public
domain or otherwise ascertainable from public or outside sources) and
shall destroy any information, analyses or the like derived from such
confidential information. Each of FCB and OSB shall use such
information solely for the purpose of conducting business, legal and
financial reviews of the other party and for such other purposes as
may be related to this Agreement and the Plan of Merger.

(c) No investigation by either of the parties or their
respective representatives shall affect the representations and
warranties of the other set forth herein. Without limitation of the
foregoing, each party shall promptly notify the other party of any
information obtained by such party during the course of any due
diligence conducted by such party or its representatives in
accordance with this Section 6.2 which is materially inconsistent
with any representation or warranty made by the other party under
this Agreement; provided, however, that either party's failure to
provide such notice to the other party shall not, in turn, be deemed
to constitute a material breach of such party's obligations under
this Agreement and the Plan of Merger.

6.3 Shareholders' Approvals. Each of FCB and OSB shall call a
meeting of its shareholders to be held as soon as reasonably practicable
for the purpose of voting upon this Agreement and the Plan of Merger (and,
in the case of FCB, the issuance of shares of FCB Common Stock in the
Merger), and, subject to the terms and conditions of this Agreement and
the Plan of Merger, each of FCB and OSB shall use reasonable efforts to
cause such meetings to occur on the same date and each shall use all
reasonable efforts to obtain shareholder approval of this Agreement, the
Plan of Merger and the Merger.

6.4 Legal Conditions to Merger. Each of FCB and OSB shall, and
shall cause the FCB Subsidiaries and the OSB Subsidiaries, respectively,
to use reasonable efforts (a) to take, or cause to be taken, all actions
necessary, proper or advisable to comply promptly with all legal
requirements which may be imposed on such party with respect to the Merger
and, subject to the conditions set forth in Article VII hereof, to
consummate the transactions contemplated by this Agreement and the Plan
of Merger and (b) to obtain (and to cooperate with the other party to
obtain) any consent, authorization, order or approval of, or any exemption
by, any Governmental Entity and any other third party which is required to
be obtained by FCB, the FCB Subsidiaries, OSB or the OSB Subsidiaries in
connection with the Merger and the other transactions contemplated by this
Agreement, the Plan of Merger and the Option Agreements.

6.5 Listing of Shares. FCB shall use all reasonable efforts to
cause the shares of FCB Common Stock issuable in the Merger to be approved
for listing on The Nasdaq Stock Market.

6.6 Indemnification; Directors' and Officers' Insurance.

(a) In the event of any threatened or actual claim,
action, suit, proceeding or investigation, whether civil, criminal or
administrative, including, without limitation, any such claim,
action, suit, proceeding or investigation in which any individual who
is now, or has been at any time prior to the date of this Agreement,
or who becomes prior to the Effective Time, a director or officer or
employee of FCB, the FCB Subsidiaries, OSB or the OSB Subsidiaries
(the "Indemnified Parties"), is, or is threatened to be, made a party
based in whole or in part on, or arising in whole or in part out of,
or pertaining to (i) the fact that he or she is or was a director,
officer or employee of FCB, the FCB Subsidiaries, OSB or the OSB
Subsidiaries or any of their respective predecessors, or (ii) this
Agreement, the Plan of Merger or the Option Agreements or any of the
transactions contemplated hereby or thereby, whether in any case
asserted or arising before or after the Effective Time, the parties
hereto agree to cooperate and use reasonable efforts to defend
against and respond thereto. It is understood and agreed that after
the Effective Time, the Surviving Corporation shall indemnify and
hold harmless, as and to the fullest extent permitted by law, each
such Indemnified Party against any losses, claims, damages,
liabilities, costs, expenses (including reasonable attorney's fees
and expenses in advance of the final disposition of any claim, suit,
proceeding or investigation incurred by each Indemnified Party to the
fullest extent permitted by law upon receipt of any undertaking
required by applicable law), judgments, fines and amounts paid in
settlement in connection with any such threatened or actual claim,
action, suit, proceeding or investigation, and in the event of any
such threatened or actual claim, action, suit, proceeding or
investigation (whether asserted or arising before or after the
Effective Time), the Indemnified Parties may retain counsel
reasonably satisfactory to them after consultation with the Surviving
Corporation; provided, however, that (A) the Surviving Corporation
shall have the right to assume the defense thereof and upon such
assumption the Surviving Corporation shall not be liable to any
Indemnified Party for any legal expenses of other counsel or any
other expenses subsequently incurred by any Indemnified Party in
connection with the defense thereof, except that if the Surviving
Corporation elects not to assume such defense or counsel for the
Indemnified Parties reasonably advises the Indemnified Parties that
there are issues which raise conflicts of interest between the
Surviving Corporation and the Indemnified Parties, the Indemnified
Parties may retain counsel reasonably satisfactory to them after
consultation with the Surviving Corporation, and the Surviving
Corporation shall pay the reasonable fees and expenses of such
counsel for the Indemnified Parties, (B) the Surviving Corporation
shall be obligated pursuant to this paragraph to pay for only one
firm of counsel for all Indemnified Parties, unless an Indemnified
Party shall have reasonably concluded, based on the advice of
counsel, that there is a material conflict of interest between the
interests of such Indemnified Party and the interests of one or more
other Indemnified Parties and that the interests of such Indemnified
Party will not be adequately represented unless separate counsel is
retained, in which case, the Surviving Corporation shall be obligated
to pay such separate counsel, (C) the Surviving Corporation shall not
be liable for any settlement effected without its prior written
consent (which consent shall not be unreasonably withheld) and (D)
the Surviving Corporation shall have no obligation hereunder to any
Indemnified Party when and if a court of competent jurisdiction shall
ultimately determine, and such determination shall have become final
and nonappealable, that indemnification of such Indemnified Party in
the manner contemplated hereby is prohibited by applicable law. Any
Indemnified Party wishing to claim Indemnification under this Section
6.6, upon learning of any such claim, action, suit, proceeding or
investigation, shall notify the Surviving Corporation thereof,
provided that the failure to so notify shall not affect the
obligations of the Surviving Corporation under this Section 6.6
except to the extent such failure to notify materially prejudices the
Surviving Corporation. The Surviving Corporation's obligations under
this Section 6.6 shall continue in full force and effect for a period
of five years from the Effective Time (or the period of the
applicable statute of limitations, if longer); provided, however,
that all rights to indemnification in respect of any claim (a
"Claim") asserted or made within such period shall continue until the
final disposition of such Claim.

(b) The Surviving Corporation shall use reasonable efforts
(i) to obtain, after the Effective Time, directors' and officers'
liability insurance coverage for the officers and directors of the
Surviving Corporation, to the extent that the same is economically
practicable, and (ii) either (A) to cause the individuals serving as
officers and directors of FCB, the FCB Subsidiaries, OSB or the OSB
Subsidiaries immediately prior to the Effective Time to be covered
for a period of three years from the Effective Time by the directors'
and officers' liability insurance policies maintained by the
Surviving Corporation, or to (B) substitute therefor policies of at
least the same coverage and amounts containing terms and conditions
which are not less advantageous than the policies previously
maintained by FCB and OSB, respectively, with respect to acts or
omissions occurring prior to the Effective Time which were committed
by such officers and directors in their capacity as such; provided,
however, that in no event shall the Surviving Corporation be required
to expend per year an amount in excess of 120% of the premium for
such insurance paid by FCB during its 1997 fiscal year (the
"Insurance Amount") to maintain or procure insurance coverage
pursuant to clause (ii) of this sentence, and provided further that
if the Surviving Corporation is unable to maintain or obtain the
insurance called for by clause (ii) of this sentence, the Surviving
Corporation shall use reasonable efforts to obtain as much comparable
insurance as available for the Insurance Amount.

(c) In the event the Surviving Corporation or any of its
successors or assigns (i) consolidates with or merges into any other
person and shall not be the continuing or surviving corporation or
entity of such consolidation or merger, or (ii) transfers or conveys
all or substantially all of its properties and assets to any person,
then, and in each such case, to the extent necessary, proper
provision shall be made so that the successors and assigns of the
Surviving Corporation assume the obligations set forth in this
Section 6.6.

(d) The provisions of this Section 6.6 are intended to be
for the benefit of, and shall be enforceable by, each Indemnified
Party and his or her heirs and representatives.

6.7 Additional Agreements. In case at any time after the
Effective Time any further action is necessary or desirable to carry out
the purposes of this Agreement, the Plan of Merger or the Option
Agreements or to vest FCB with full title to all properties, assets,
rights, approvals, immunities and franchises of any of the parties to the
Merger, the proper officers and directors of each party to this Agreement
shall take, or cause the proper officers and directors of the FCB
Subsidiaries or OSB Subsidiaries to take, as the case may be, all such
necessary action as may be reasonably requested by FCB.

6.8 Advice of Changes. Between the date hereof and the
Effective Time, FCB and OSB shall promptly provide notice to the other
party of any change or event having a Material Adverse Effect on it or
which it believes would or would be reasonably likely to cause or
constitute a material breach of any of its representations, warranties or
covenants contained herein.

6.9 No Conduct Inconsistent with this Agreement.

(a) Neither FCB nor OSB shall:

(i) solicit, encourage or authorize any individual,
corporation or other entity to solicit from any third party any
inquires or proposals relating to the disposition of its
business or assets, or the acquisition of its capital stock, or
the merger of it or any of the FCB Subsidiaries or the OSB
Subsidiaries, respectively, with any corporation or other entity
other than as provided by this Agreement except pursuant to a
written direction from a regulatory authority; or

(ii) negotiate with or entertain any proposals from
any other person for any such transaction wherein the business,
assets or capital stock of it or the FCB Subsidiaries or the OSB
Subsidiaries, respectively, would be acquired, directly or
indirectly, by any party other than as provided by this
Agreement, except pursuant to a written direction from any
regulatory authority or upon the receipt of an unsolicited offer
from a third party where the Board of Directors of the party
receiving such offer reasonably believes, upon the written
opinion of counsel, that its fiduciary duties require it to
enter into discussions with such party. Each party shall
promptly notify the other of all of the relevant details
relating to all inquiries and proposals which it may receive
relating to any proposed disposition of its business or assets,
or the acquisition of its capital stock, or the merger of it or
the FCB Subsidiaries or the OSB Subsidiaries, respectively, with
any corporation or other entity other than as provided by this
Agreement and shall keep the other party informed of the status
and details of any such inquiry or proposal, and shall give the
other party five days' advance notice of any agreement to be
entered into with, or any information to be supplied to, any
person making such inquiry or proposal; or

(b) Nothing contained herein shall prohibit a party from
disclosing to its shareholders a position contemplated by Rule 14e-
2(a) under the Exchange Act with respect to a tender offer for that
party's common stock.

6.10 Employee Benefit Plans.

(a) At the Effective Time, the Oshkosh Savings Bank, FSB
Employee Stock Ownership Plan (the "OSB ESOP") shall be merged with
and into the FCB Financial Corp. Employee Stock Ownership Plan (the
"FCB ESOP"), with all participants in the OSB ESOP at the time of
such merger of the OSB ESOP and the FCB ESOP to become participants
in the FCB ESOP. The shares of OSB Common Stock currently held by
the OSB ESOP which are allocated to the accounts of such participants
shall be converted into shares of FCB Common Stock in accordance with
Section 1.4 hereof. The unallocated shares of OSB Common Stock
currently held by the OSB ESOP shall be converted into shares of FCB
Common Stock in accordance with Section 1.4 hereof, and thereafter
shall be held in the Suspense Account under the FCB ESOP and
allocated to the participants in the FCB ESOP (including, without
limitation, such employees of OSB Bank who become employees of FCB
Bank following the Effective Date) according to the terms and
provisions of the FCB ESOP. FCB shall assume the loan between OSB
and the OSB ESOP. Each OSB Bank employee's period of employment with
OSB Bank shall be counted for all purposes under the FCB ESOP,
including, without limitation, for purposes of service credit,
eligibility and vesting. Each OSB Bank employee's compensation
attributable to employment with OSB Bank shall be counted for all
purposes under the FCB ESOP, including, without limitation, for
purposes of contribution allocations. Each active participant in the
OSB ESOP or the FCB ESOP as of the day immediately prior to the
Closing Date who is not employed by FCB Bank as of the Closing Date
or who is terminated by FCB Bank (other than for cause) within one
year after the Closing Date shall be fully vested in their account
balance under the OSB ESOP or the FCB ESOP, as the case may be, as of
the Closing Date or the date of termination of employment,
respectively.

(b) Effective as of the Effective Time, the Oshkosh
Savings Bank, FSB 401(k) Profit Sharing Plan (the "OSB PSP") shall be
merged with and into the Fox Cities Bank, FSB Employees Savings and
Investment (the "FCB PSP"), with all participants in the OSB PSP at
the time of such merger of the OSB PSP and the FCB PSP to become
participants in the FCB PSP. Benefits under the FCB PSP shall
thereafter be available to participants in the FCB PSP (including,
without limitation, such employees of OSB Bank who become employees
of FCB Bank after the Effective Time and are eligible to participate
in the FCB PSP) according to the terms and provisions of the FCB PSP.
Each OSB Bank employee's period of employment with OSB Bank shall be
counted for all purposes under the FCB PSP, including, without
limitation, for purposes of service credit, eligibility and vesting.
Each OSB Bank employee's compensation attributable to employment with
OSB Bank shall be counted for all purposes under the FCB PSP,
including, without limitation, for purposes of contribution
allocations. Each active participant in the OSB PSP or the FCB PSP
as of the day immediately prior to the Closing Date who is not
employed by FCB Bank as of the Closing Date or who is terminated by
FCB Bank (other than for cause) within one year after the Closing
Date shall be fully vested in their account balance under the FCB PSP
or the OSB PSP, as the case may be, as of the Closing Date or the
date of termination of employment, respectively.

(c) At the Effective Time, each OSB Bank employee shall
immediately become eligible to participate in all employee welfare
benefit plans and other fringe benefits programs offered or
maintained by the Surviving Corporation and the Surviving Bank on the
same terms and conditions that the Surviving Corporation and the
Surviving Bank may make available to their officers and employees,
including, without limitation, any health, life, long-term
disability, short-term disability, severance, vacation or paid time
off programs (the "FCB Welfare Plans"). Each OSB Bank employee's
period of employment and compensation with OSB Bank shall be counted
for all purposes under the FCB Welfare Plans, including, without
limitation, for purposes of service credit, eligibility and benefit
accrual. Any expenses incurred by an OSB Bank employee under the OSB
Bank's employee welfare benefit plans (such as deductibles or co-
payments), shall be counted for all purposes under the FCB Welfare
Plans. FCB Bank shall provide insurance coverage (for which FCB or
FCB Bank may act as the self-insurer) for pre-existing medical
conditions (to the extent such condition is currently covered under
the OSB Bank plan, and such condition would be covered under FCB
Bank's plan if it were not pre-existing), subject to deductibles
and/or copayment provisions generally applicable to such coverage.

(d) Subject to applicable law, OSB and FCB acknowledge and
agree that the other shall be permitted to take whatever action it
deems reasonably necessary to accelerate any deferred bonuses and to
provide that all account balances, benefits accrued and options or
awards previously granted under the Oshkosh Savings Bank Management
Development and Recognition Plan ("OSB MRP"), OSB Option Plan, and
FCB Option Plan shall be fully vested and nonforfeitable as of the
Closing Date.

(e) At the Effective Time, FCB shall assume all of the
obligations under the OSB MRP and OSB Option Plan, and all shares of
OSB Common Stock owned by the OSB MRP, which have not been awarded,
shall be canceled at or prior to the Effective Time.

6.11 Severance for Certain Employees. The Surviving Corporation
will provide severance payments to employees of OSB and FCB and their
respective Subsidiaries (other than employees whose severance benefits are
provided for in written employment or severance agreements) whose
employment is terminated within twelve (12) months after the Effective
Date due to job reductions, in the amount set forth below. The severance
payments which would be provided would be computed as follows:

Non-Officer -- one (1) week for each full year of service;
maximum twelve (12) weeks and minimum three (3) weeks current
salary; and

Officer -- (as set forth in Schedule 6.11) two (2) weeks for
each full year of service; maximum 26 weeks and minimum six (6)
weeks current salary.

In computing such severance payments for each regular part-
time employee, such employee's per week compensation shall be based
on 1/52 of the actual number of hours worked by such employee in
1996.

6.12 Dividends. After the date of this Agreement, each of FCB
and OSB shall coordinate with the other the declaration of any dividends
in respect of FCB Common Stock and OSB Common Stock and the record dates
and payment dates relating thereto, it being the intention of the parties
hereto that holders of FCB Common Stock or OSB Common Stock shall not
receive two dividends, or fail to receive one dividend, for any quarter
with respect to their shares of FCB Common Stock and/or OSB Common Stock
and any shares of common stock of the Surviving Corporation any holder of
OSB Common Stock receives in exchange therefor in the Merger.
Furthermore, after the Closing Date, the Board of Directors of the
Surviving Corporation intends to declare and pay regular quarterly cash
dividends at least equal to the rate of $0.18 per share of the Surviving
Corporation common stock, subject to applicable laws and the business
judgment of the Board of Directors.

6.13 Post-Closing Stock Options. It is the intention of the
parties hereto that the Surviving Corporation shall, within 30 days after
the Closing Date, cause non-tax-qualified stock options (exercisable for
shares of the Surviving Corporation's common stock) to be granted to the
following executive officers of the Surviving Corporation in the following
amounts: Donald D. Parker, 10,000; James J. Rothenbach, 20,000; Phillip J.
Schoofs, 7,500; Harold L. Hermansen, 6,000; and Theodore W. Hoff, 6,000.
The stock options provided for in this Section 6.13 shall be granted by
the personnel committee of the Surviving Corporation under the terms of
FCB's 1993 Stock Option and Incentive Plan.

6.14 Subsidiary Bank Merger. FCB and OSB agree to cooperate and
to take such steps as may be necessary to obtain all requisite regulatory,
corporate and other approvals for the Bank Merger, subject to consummation
of the Merger, to be effective concurrently with the Merger or as soon as
practicable thereafter. The Surviving Bank shall be FCB Bank, and shall
be known as "Fox Cities Bank, FSB." In furtherance of such agreement,
each of FCB and OSB agrees:

(a) to cause the board of directors of FCB Bank and OSB
Bank, respectively, to approve the Bank Merger and to submit it to
the sole stockholder of each bank for its approval;

(b) to vote the shares of stock of FCB Bank and OSB Bank
owned by them in favor of the Bank Merger; and

(c) to take, or cause to be taken, all steps necessary to
consummate the Bank Merger concurrently with or as soon as is
practicable after consummation of the Merger.

The Bank Merger shall be accomplished pursuant to a merger agreement
containing such terms and conditions as are ordinary and customary for
affiliated bank merger transactions of such type. Immediately after the
Effective Time, the officers of the Surviving Corporation shall take, or
cause to be taken, whatever additional steps may be necessary to
effectuate the Bank Merger. The directors and officers of the Surviving
Bank shall be as set forth in the list attached as Exhibit E.

6.15 Rule 145 Affiliates. Within 30 days before the Closing
Date, OSB shall identify in a letter to FCB all persons who are, and to
OSB's knowledge who will be at the Closing Date, "affiliates" of OSB as
such term is used in Rule 145 under the Securities Act. OSB shall use all
reasonable efforts to cause its affiliates (including any person who may
be deemed to have become an affiliate after the date of the letter
referred to in the prior sentence) to deliver to FCB on or prior to the
Closing Date a written agreement substantially in the form attached hereto
as Exhibit F.

6.16 Disclosure Schedules. On the date hereof,

(a) FCB has delivered to OSB the FCB Disclosure Schedules,
accompanied by a certificate signed by the Chief Financial officer of
FCB stating the FCB Disclosure Schedules are being delivered pursuant
to this Section 6.16.

(b) OSB has delivered to FCB the OSB Disclosure Schedules,
accompanied by a certificate signed by the Chief Financial Officer of
OSB stating the OSB Disclosure Schedules are being delivered pursuant
to this Section 6.16.

6.17 Filing and Other Fees. All filing and other fees paid to
the SEC, the OTS or any State Regulatory Agency in connection with the
Merger, the Bank Merger and the transactions contemplated by this
Agreement and the costs and expenses of printing and mailing the Joint
Proxy Statement shall be borne equally by FCB and OSB.

ARTICLE VII
CONDITIONS PRECEDENT

7.1 Conditions to Each Party's Obligation To Effect the Merger.
The respective obligation of each party to effect the Merger shall be
subject to the satisfaction at or prior to the Effective Time of the
following conditions:

(a) Shareholder Approval. This Agreement, the Plan of
Merger and the transactions contemplated hereby and thereby shall
have been approved and adopted by the respective requisite
affirmative votes of the holders of OSB Common Stock and FCB Common
Stock entitled to vote thereon.

(b) Other Approvals. All regulatory approvals required to
consummate the transactions contemplated hereby shall have been
obtained, on terms and conditions reasonably satisfactory to each of
OSB and FCB, and shall remain in full force and effect and all
statutory waiting periods in respect thereof shall have expired (all
such approvals and the expiration of all such waiting periods being
referred to herein as the "Requisite Regulatory Approvals").

(c) Registration Statements. The S-4 shall have become
effective under the Securities Act and no stop order suspending the
effectiveness of the S-4 shall have been issued and no proceedings
for that purpose shall have been initiated or, to the knowledge of
FCB or OSB, threatened by the SEC.

(d) No Injunctions or Restraints; Illegality. No order,
injunction or decree issued by any court or agency of competent
jurisdiction or other legal restraint or prohibition (an
"Injunction") preventing the consummation of the Merger or any of the
other transactions contemplated by this Agreement or the Plan of
Merger shall be in effect. No statute, rule, regulation, order,
injunction or decree shall have been enacted, entered, promulgated or
enforced by any Governmental Entity which prohibits, materially
restricts or makes illegal consummation of the Merger.

(e) Federal Tax Opinion. OSB and FCB shall each have
received an opinion of their respective counsel, in form and
substance reasonably satisfactory to each, dated as of the Effective
Time, substantially to the effect that the Merger will constitute a
tax free reorganization under Section 368(a)(1)(A) of the Internal
Revenue Code and related sections of the Code.

(f) Post-Closing Employment Agreements. Donald D. Parker,
Phillip J. Schoofs and Harold L. Hermansen shall each have canceled
(without the payment of any benefits thereunder) their existing
severance agreement with FCB and entered into new employment
agreements with the Surviving Corporation and the Surviving Bank in
the form attached hereto as Exhibits G, H and I, respectively. James
J. Rothenbach and Theodore W. Hoff shall each have canceled (without
the payment of any benefits thereunder) their existing employment and
severance agreement, respectively, with OSB and entered into new
employment agreements with the Surviving Corporation and the
Surviving Bank in the form attached hereto as Exhibits J, and K,
respectively.

7.2 Conditions to Obligations of OSB. The obligation of OSB to
effect the Merger is also subject to the satisfaction, or waiver by OSB,
at or prior to the Effective Time of the following conditions:

(a) Representations and Warranties. The representations
and warranties of FCB set forth in this Agreement shall be true and
correct (i) on and as of the date hereof and (ii) on and as of the
Closing Date with the same effect as though such representations and
warranties had been made on and as of the Closing Date (except for
representations and warranties that expressly speak only as of a
specific date or time other than the date hereof or the Closing Date
which need only be true and correct as of such date or time) except
in each of cases (i) and (ii) for such failures of representations or
warranties to be true and correct (without regard to any materiality
qualifications contained therein) which, individually or in the
aggregate do not, and insofar as reasonably can be foreseen, would
not, result in an FCB Material Adverse Effect. OSB shall have
received a certificate signed on behalf of FCB by the Chief Executive
Officer and Chief Financial Officer of FCB to the foregoing effect.

(b) Performance of Obligations of FCB. FCB shall have
performed in all material respects all obligations required to be
performed by it under this Agreement, the Plan of Merger and the
Option Agreements at or prior to the Closing Date, and OSB shall have
received a certificate signed on behalf of FCB by the Chief Executive
Officer and Chief Financial Officer of FCB to such effect.

(c) No Material Adverse Change. Since the date of this
Agreement, (i) no event shall have occurred which has had a Material
Adverse Effect on FCB, and (ii) no condition (other than general
economic or competitive conditions generally affecting savings and
loan holding companies and savings associations of a size or in
locations comparable to those of FCB or the FCB Subsidiaries), event,
circumstances, fact or other occurrence shall have occurred that may
reasonably be expected to have or result in such a Material Adverse
Effect on FCB.

(d) Opinion of Counsel to FCB. OSB shall have received
from Foley & Lardner, counsel to FCB, an opinion, dated the Closing
Date, in substantially the form of Exhibit L.

(e) Comfort Letters. OSB shall have received from Wipfli
Ullrich Bertelson LLP "comfort letters" dated the date of mailing of
the Joint Proxy Statement and the Closing Date, covering matters
customary to transactions such as the Merger and in form and
substance reasonably satisfactory to OSB.

(f) Fairness Opinion. OSB shall have received from
Edelman & Co., Ltd., a fairness opinion, dated the date of mailing of
the Joint Proxy Statement and in form and substance reasonably
satisfactory to OSB, to the effect that the consideration to be
received in the Merger by the shareholders of OSB is fair, from a
financial point of view, to the shareholders of OSB.

7.3 Conditions to Obligations of FCB. The obligation of FCB to
effect the Merger is also subject to the satisfaction, or waiver by FCB,
at or prior to the Effective Time of the following conditions:

(a) Representations and Warranties. The representations
and warranties of OSB set forth in this Agreement shall be true and
correct (i) on and as of the date hereof and (ii) on and as of the
Closing Date with the same effect as though such representations and
warranties had been made on and as of the Closing Date (except for
representations and warranties that expressly speak only as of a
specific date or time other than the date hereof or the Closing Date
which need only be true and correct as of such date or time) except
in each of cases (i) and (ii) for such failures of representations or
warranties to be true and correct (without regard to any materiality
qualifications contained therein) which, individually or in the
aggregate do not, and insofar as reasonably can be foreseen, would
not, result in an OSB Material Adverse Effect. FCB shall have
received a certificate signed on behalf of OSB by the Chief Executive
Officer and Chief Financial Officer of OSB to the foregoing effect.

(b) Performance of Obligations of OSB. OSB shall have
performed in all material respects all obligations required to be
performed by it under this Agreement, the Plan of Merger and the
Option Agreements at or prior to the Closing Date, and FCB shall have
received a certificate signed on behalf of OSB by the Chief Executive
Officer and Chief Financial Officer of OSB to such effect.

(c) No Material Adverse Change. Since the date of this
Agreement, (i) no event shall have occurred which has had a Material
Adverse Effect on OSB, and (ii) no condition (other than general
economic or competitive conditions generally affecting savings and
loan holding companies and savings associations of a size or in
locations comparable to those of OSB or the OSB Subsidiaries), event,
circumstances, fact or other occurrence shall have occurred that may
reasonably be expected to have or result in such a Material Adverse
Effect on OSB.

(d) Opinion of Counsel to OSB. FCB shall have received
from Schiff Hardin & Waite, counsel to OSB, an opinion, dated the
Closing Date, in substantially the form of Exhibit M.

(e) Comfort Letters. FCB shall have received from Wipfli
Ullrich Bertelson LLP "comfort letters" dated the date of mailing of
the Joint Proxy Statement and the Closing Date, covering matters
customary to transactions such as the Merger and in form and
substance reasonably satisfactory to FCB.

(f) Fairness Opinion. FCB shall have received from RP
Financial, LC., a fairness opinion, dated the date of mailing of the
Joint Proxy Statement and in form and substance reasonably
satisfactory to FCB, to the effect that the consideration received by
FCB shareholders pursuant to the Merger is fair, from a financial
point of view, to the shareholders of FCB.

(g) Affiliate Agreements. FCB shall have received
Affiliate Agreements, duly executed by each affiliate of OSB,
substantially in the form of Exhibit F.

ARTICLE VIII
TERMINATION, EXPENSES AND AMENDMENT

8.1 Termination. This Agreement may be terminated prior to the
Effective Time:

(a) at any time, whether before or after approval of the
matters presented in connection with the Merger by the shareholders
of FCB or OSB, by written agreement between FCB or OSB, if the Board
of Directors of each so determines;

(b) by FCB, by written notice to OSB, within twenty (20)
days of the date of this Agreement, if, based on the information
discovered in the course of its due diligence investigation of OSB
and the OSB Subsidiaries, FCB reasonably determines in good faith
that the consummation of the transactions contemplated by this
Agreement would not be in the best interests of FCB; provided,
however, that FCB shall have ten (10) days in addition to the initial
20-day period to terminate this Agreement pursuant to this Section
8.1(b) if FCB determines, in good faith, based on the information
discovered in its review of "Phase I" environmental audits of the
real property owned by OSB and the OSB Subsidiaries, that the
transactions contemplated by this Agreement would not be in the best
interests of FCB; provided that such additional 10-day period shall
not begin to run (following the initial twenty-day period) until such
time as OSB has caused such Phase I audits to be delivered to FCB;

(c) By OSB, by written notice to FCB, within twenty (20)
days of the date of this Agreement, if, based on the information
discovered in the course of its due diligence investigation of FCB
and the FCB Subsidiaries, OSB reasonably determines in good faith
that the consummation of the transactions contemplated by this
Agreement would not be in the best interests of OSB; provided,
however, that OSB shall have ten (10) days in addition to the initial
20-day period to terminate this Agreement pursuant to this Section
8.1(c) if OSB determines, in good faith, based on the information
discovered in its review of "Phase I" environmental audits of the
real property owned by FCB and the FCB Subsidiaries, that the
transactions contemplated by this Agreement would not be in the best
interests of OSB; provided that such additional 10-day period shall
not begin to run (following the initial twenty-day period) until such
time as FCB has caused such Phase I audits to be delivered to OSB;

(d) at any time, whether before or after approval of the
matters presented in connection with the Merger by the shareholders
of FCB or OSB, by either the Board of Directors of FCB or the Board
of Directors of OSB if (i) any Governmental Entity which must grant a
Requisite Regulatory Approval (A) has denied approval of the Merger
and such denial has become final and nonappealable or (B) has advised
the parties of its unwillingness to grant such a Requisite Regulatory
Approval on terms and conditions reasonably acceptable to the
parties, notwithstanding the parties' fulfillment of their
obligations to take reasonable efforts to obtain such Requisite
Regulatory Approval, or (ii) any Governmental Entity of competent
jurisdiction shall have issued a final nonappealable order
permanently enjoining or otherwise prohibiting the consummation of
the transactions contemplated by this Agreement;

(e) by either the Board of Directors of FCB or the Board
of Directors of OSB if the Merger shall not have been consummated on
or before September 30, 1997, unless the failure of the Closing to
occur by such date shall be due to the failure of the party seeking
to terminate this Agreement to perform or observe the covenants and
agreements of such party set forth herein;

(f) by either FCB or OSB if any approval of the
shareholders of FCB or OSB required for the consummation of the
Merger shall not have been obtained by reason of the failure to
obtain the required vote at a duly held meeting of shareholders or at
any adjournment or postponement thereof;

(g) by OSB, upon two (2) days' prior notice to FCB, if, as
a result of a tender offer by a party other than FCB or its
affiliates or any written offer or proposal with respect to a merger,
share exchange, sale of a material portion of its assets or other
business combination (each, a "Business Combination") by a party
other than FCB or its affiliates, the Board of Directors of OSB
determines in good faith that its fiduciary obligations under
applicable law require that such tender offer or other written offer
or proposal be accepted; provided, however, that

(i) the Board of Directors of OSB shall have been
advised in a written opinion of outside counsel that
notwithstanding a binding commitment to consummate an agreement
of the nature of this Agreement entered into in the proper
exercise of its applicable fiduciary duties, and notwithstanding
all concessions which may be offered by FCB in negotiations
entered into pursuant to clause (ii) below, such fiduciary
duties would require the directors to reconsider such commitment
as a result of such tender offer or other written offer or
proposal; and

(ii) prior to any such termination, OSB shall, and
shall cause its financial and legal advisors to, negotiate with
FCB to make such adjustments in the terms and conditions of this
Agreement as would enable OSB to proceed with the transactions
contemplated herein on such adjusted terms;

(h) by FCB, upon two (2) days' prior notice to OSB, if, as
a result of a tender offer by a party other than OSB or its
affiliates or any written offer or proposal with respect to a
Business Combination by a party other than OSB or its affiliates, the
Board of Directors of FCB determines in good faith that its fiduciary
obligations under applicable law require that such tender offer or
other written offer or proposal be accepted; provided, however, that

(i) the Board of Directors of FCB shall have been
advised in a written opinion of outside counsel that
notwithstanding a binding commitment to consummate an agreement
of the nature of this Agreement entered into in the proper
exercise of its applicable fiduciary duties, and notwithstanding
all concessions which may be offered by OSB in negotiations
entered into pursuant to clause (ii) below, such fiduciary
duties would require the directors to reconsider such commitment
as a result of such tender offer or other written offer or
proposal; and

(ii) prior to any such termination, FCB shall, and
shall cause its financial and legal advisors to, negotiate with
OSB to make such adjustments in the terms and conditions of this
Agreement as would enable FCB to proceed with the transactions
contemplated herein on such adjusted terms;

(i) by OSB, by written notice to FCB, if

(i) there exists any breach or breaches of the
representations and warranties of FCB made herein or in the FCB
Stock Option Agreement, which breaches, individually or in the
aggregate have or, insofar as reasonably can be foreseen, would
have, a FCB Material Adverse Effect, and such breaches shall not
have been remedied within thirty (30) days after receipt by FCB
of notice in writing from OSB, specifying the nature of such
breaches and requesting that they be remedied;

(ii) FCB shall have failed to perform and comply with,
in all material respects, its agreements and covenants hereunder
or under the FCB Stock Option Agreement and such failure to
perform or comply shall not have been remedied within thirty
(30) days after receipt by FCB of notice in writing from OSB,
specifying the nature of such failure and requesting that it be
remedied; or

(iii) the Board of Directors of FCB or any
committee thereof:

(A) shall withdraw or modify in any manner
adverse to OSB its approval or recommendation of this
Agreement or the Merger,

(B) shall fail to reaffirm such approval or
recommendation upon OSB's request,

(C) shall approve or recommend any Business
Combination involving FCB other than the Merger or any
tender offer or share exchange for shares of capital stock
of FCB, in each case, by or involving a party other than
OSB or any of its affiliates or

(D) shall resolve to take any of the actions
specified in clause (A), (B) or (C); or

(j) by FCB, by written notice to OSB, if

(i) there exists any breach or breaches of the
representations and warranties of OSB made herein or in the OSB
Stock Option Agreement which breaches, individually or in the
aggregate have, or insofar as reasonably can be foreseen, would
have, an OSB Material Adverse Effect and such breaches shall not
have been remedied within thirty (30) days after receipt by OSB
of notice in writing from FCB, specifying the nature of such
breaches and requesting that they be remedied;

(ii) OSB shall have failed to perform and comply with,
in all material respects, its agreements and covenants hereunder
or under the OSB Stock Option Agreement and such failure to
perform or comply shall not have been remedied within thirty
(30) days after receipt by OSB of notice in writing from FCB,
specifying the nature of such failure and requesting that it be
remedied; or

(iii) the Board of Directors of OSB or any
committee thereof:

(A) shall withdraw or modify in any manner
adverse to FCB its approval or recommendation of this
Agreement or the Merger,

(B) shall fail to reaffirm such approval or
recommendation upon FCB's request,

(C) shall approve or recommend any Business
Combination involving OSB other than the Merger involving
OSB or any tender offer or share exchange for shares of
capital stock of OSB, in each case, by or involving a party
other than FCB or any of its affiliates or

(D) shall resolve to take any of the actions
specified in clause (A), (B) or (C).

8.2 Effect of Termination. Subject to Section 8.3, in the
event of termination of this Agreement by OSB or FCB pursuant to Section
8.1 there shall be no liability on the part of either OSB or FCB or their
respective officers or directors hereunder, except that Section 6.2(b),
Section 6.17, Section 8.2 and Section 8.3 shall survive the termination.

8.3 Termination Fee; Expenses.

(a) Termination Fee Upon Breach or Willful Breach. If
this Agreement is terminated at such time that this Agreement is
terminable pursuant to one (but not both) of (A) Section 8.1(i)(i) or
(ii), or (B) Section 8.1(j)(i) or (ii) then:

(i) the breaching party shall promptly (but no later
than five (5) business days after receipt of notice from the
non-breaching party) pay to the non-breaching party in cash an
amount equal to all documented out-of-pocket expenses and fees
incurred by the non-breaching party (including, without
limitation, fees and expenses payable to all legal, accounting,
financial, public relations and other professional advisors
arising out of, in connection with or related to the Merger or
the transactions contemplated by this Agreement) not in excess
of $200,000; provided, however, that, if this Agreement is
terminated by a party as a result of a willful breach by other
party, the non-breaching party may pursue any remedies available
to it at law or in equity and shall, in addition to its
documented out-of-pocket expenses and fees (which shall be paid
as specified above and shall not be limited to $200,000), be
entitled to recover such additional amounts as such non-
breaching party may be entitled to receive at law or in equity;
and

(ii) if at the time of the breaching party's willful
breach of this Agreement, there shall have been a third party
tender offer for shares of, or a third party offer or proposal
with respect to a Business Combination involving, such party, or
any of its affiliates which at the time of such termination
shall not have been rejected by such party and its board of
directors or withdrawn by the third party,

then such breaching party (jointly and severally with its
affiliates), at the time of the termination of this Agreement, will
pay to the non-breaching party an additional aggregate fee equal to
$1 million.

(b) Alternative Termination Fee. If

(i) this Agreement

(A) is terminated by any party pursuant to
Section 8.1(g) or (h),

(B) is terminated as a result of any party's
material breach of Section 6.3,

(C) is terminated pursuant to Section 8.1(f)
following a failure of shareholders of OSB or FCB to grant
the necessary approvals described in Section 3.23 or
Section 4.23, as the case may be (a "Shareholder
Disapproval"), or

(D) is terminated pursuant to one (but not both)
of Section 8.1(i)(iii) or Section 8.1(j)(iii), and

(ii) with respect to any termination referred to in
clause (i)(A), (B) or (C) above, at the time of such termination
(or prior to the meeting at which such Shareholder Disapproval
occurred), there shall have been a third-party tender offer for
shares of, or a third-party offer or proposal with respect to a
Business Combination involving, OSB or FCB (as the case may be,
the "Target Party") or any affiliates thereof which at the time
of such termination or of the meeting of the Target Party's
shareholders, as the case may be, shall not have been withdrawn
by the third-party,

then such Target Party (jointly and severally with its affiliates),
at the time of the termination of this Agreement, will pay to the
other party in cash an aggregate termination fee equal to $1 million,
plus, in each case, the documented out-of-pocket fees and expenses
incurred by the other party (including, without limitation, fees and
expenses payable to all legal, accounting, financial, public
relations and other professional advisors arising out of, in
connection with or related to the Merger or the transactions
contemplated by this Agreement).

(c) Expenses. The parties agree that the agreements
contained in this Section 8.3 are an integral part of the
transactions contemplated by this Agreement and constitute liquidated
damages and not a penalty. If one party fails to promptly pay to any
other party any fee due hereunder, the defaulting party shall pay the
costs and expenses (including legal fees and expenses) in connection
with any action, including the filing of any lawsuit or other legal
action, taken to collect payment, together with interest on the
amount of any unpaid fee at the publicly announced prime rate as
published in the Wall Street Journal (Midwest Edition) from the date
such fee was required to be paid.

(d) Limitation on Termination Fees. Notwithstanding
anything herein to the contrary:

(i) the aggregate amount payable by OSB and its
affiliates to FCB pursuant to Section 8.3(a), Section 8.3(b) and
the terms of the OSB Stock Option Agreement shall not exceed
$1.5 million, and

(ii) the aggregate amount payable by FCB and its
affiliates to OSB pursuant to Section 8.3(a), Section 8.3(b) and
the terms of the FCB Stock Option Agreement shall not exceed
$1.5 million.

(exclusive, in each case, of reimbursement for fees and expenses
payable pursuant to this Section 8.3). For purposes of this Section
8.3(d), the amount payable pursuant to the terms of the Option
Agreements shall be the amount paid pursuant to Section 5 and/or
Section 8(a)(i) and Section 8(1)(ii) thereof.

8.4 Amendment. Subject to compliance with applicable law, this
Agreement may be amended by the parties hereto, by action taken or
authorized by their respective Boards of Directors, at any time before or
after approval of the matters presented in connection with the Merger by
the shareholders of FCB or OSB; provided, however, that after any approval
of the transactions contemplated by this Agreement by the respective
shareholders of FCB or OSB, there may not be, without further approval of
such shareholders, any amendment of this Agreement which changes the
amount or the form of the consideration to be delivered to the holders of
FCB Common Stock or OSB Common Stock hereunder other than as contemplated
by this Agreement. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.

8.5 Extension; Waiver. At any time prior to the Effective Time,
the parties hereto, by action taken or authorized by their respective
Board of Directors, may, to the extent legally allowed, (a) extend the
time for the performance of any of the obligations or other acts of the
other parties hereto, (b) waive any inaccuracies in the representations
and warranties contained herein or in any document delivered pursuant
hereto, and (c) waive compliance with any of the agreements or conditions
contained herein; provided, however, that after any approval of the
transactions contemplated by this Agreement by the respective shareholders
of FCB or OSB, there may not be, without further approval of such
shareholders, any extension or waiver of this Agreement or any portion
thereof which reduces the amount or changes the form of the consideration
to be delivered to the holders of FCB Common Stock or OSB Common Stock
hereunder other than as contemplated by this Agreement. Any agreement on
the part of a party hereto to any such extension or waiver shall be valid
only if set forth in a written instrument signed on behalf of such party,
but such extension or waiver or failure to insist on strict compliance
with an obligation, covenant, agreement or condition shall not operate as
a waiver of, or estoppel with respect to, any subsequent or other failure.

ARTICLE IX
GENERAL PROVISIONS

9.1 Non-survival of Representations, Warranties and Agreements.
None of the representations, warranties, covenants and agreements in this
Agreement or the Plan of Merger (or in any instrument delivered pursuant
to this Agreement, which shall terminate in accordance with its terms)
shall survive the Effective Time, except for those covenants and
agreements contained herein and therein which by their terms apply in
whole or in part after the Effective Time. Without by implication
limiting the foregoing, none of the directors or officers of the parties
hereto shall have any liability for any of the representations,
warranties, covenants and agreements contained herein.

9.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally,
telecopied (with confirmation), mailed by registered or certified mail
(return receipt requested) or delivered by an express courier (with
confirmation) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):

(a) if to OSB, to:
OSB Financial Corp.
420 South Koeller Street
Oshkosh, Wisconsin 54902
Attention: James J. Rothenbach
President and Chief Executive Officer
Telephone: (414) 236-3680
Telecopier: (414) 236-3706

with a copy to:
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606
Attention: Christopher J. Zinski, Esq.
Telephone: (312) 258-5548
Telecopier: (312) 258-5600

and

(b) if to FCB, to:

FCB Financial Corp.
108 East Wisconsin Avenue
Neenah, Wisconsin 54956
Attention: Donald D. Parker
President and Chief Executive Officer
Telephone: (414) 727-3400
Telecopier: (414) 727-3419

with a copy to:
Foley & Lardner
Firstar Center
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
Attention: Michael D. Regenfuss, Esq.
Telephone: (414) 297-5618
Telecopier: (414) 297-4900

9.3 Interpretation. When a reference is made in this Agreement
to Sections, Exhibits or Schedules, such reference shall be to a section
of or exhibit or schedule to this Agreement unless otherwise indicated.
The table of contents and headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include,"
"includes" or "including" are used in this Agreement, they shall be deemed
to be followed by the words "without limitation." No provision of this
Agreement shall be construed to require OSB, the OSB Subsidiaries, FCB or
the FCB Subsidiaries or affiliates to take any action which would violate
any applicable law, rule or regulation.

9.4 Counterparts. This Agreement may be executed in
counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that
all parties need not sign the same counterpart.

9.5 Entire Agreement. This Agreement (including the documents
and the instruments referred to herein) constitutes the entire agreement
and supersedes all prior agreements and understandings, both written and
oral, among the parties hereto with respect to the subject matter hereof.

9.6 Governing Law. This Agreement and the exhibits attached
hereto shall be governed and construed in accordance with the laws of the
State of Wisconsin, without regard to any applicable conflicts of law.

9.7 Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to
be unenforceable, the provision shall be interpreted to be only so broad
as is enforceable.

9.8 Publicity. Except as otherwise required by applicable law
or the rules of The Nasdaq Stock Market, neither OSB nor FCB shall, nor
shall OSB or FCB permit the OSB Subsidiaries or the FCB Subsidiaries,
respectively, to issue or cause the publication of any press release or
other public announcement with respect to, or otherwise make any public
statement concerning, the transactions contemplated by this Agreement
without the consent of the other party, which consent shall not be
unreasonably withheld.

9.9 Assignment; Third Party Beneficiaries. Neither this
Agreement nor any of the rights, interests or obligations of the parties
under this Agreement shall be assigned by any of the parties hereto
(whether by operation of law or otherwise) without the prior written
consent of the other parties. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable
by the parties and their respective successors and assigns. A majority of
the FCB Representatives (or their successors) serving on the Board of
Directors of the Surviving Corporation shall be entitled to enforce the
provisions of Section 1.10 as such provisions relate to the rights of FCB
Representatives. A majority of the OSB Representatives (or their
successors) serving on the Board of Directors of the Surviving Corporation
shall be entitled to enforce the provisions of Section 1.10 as such
provisions relate to the rights of OSB Representatives. Except as
otherwise specifically provided in this Section 9.9 and in Section 6.6,
this Agreement (including the documents and instruments referred to
herein) is not intended to confer upon any person other than the parties
hereto any rights or remedies hereunder.

9.10 Enforcement. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to
an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof, this being in
addition to any other remedy to which they are entitled at law or in
equity.

IN WITNESS WHEREOF, FCB and OSB have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the
date first above written.

FCB FINANCIAL CORP. OSB FINANCIAL CORP.

By:/s/ Donald D. Parker By:/s/ James J. Rothenbach
Name: Donald D. Parker Name: James J. Rothenbach
Title: President and Title: President and
Chief Executive Officer Chief Executive Officer

<PAGE>
Plan of Merger
Between
FCB Financial Corp.
and
OSB Financial Corp.

PLAN OF MERGER (this "Plan"), dated as of November 13, 1996, by
and between FCB Financial Corp., a Wisconsin corporation ("FCB"), and
OSB Financial Corp., a Wisconsin corporation ("OSB").

WHEREAS, FCB and OSB have entered into an Agreement and Plan of
Merger, dated November 13, 1996 (the "Agreement"), which sets forth the
terms of the Merger;

WHEREAS, this Plan provides for the terms and conditions of the
Merger and the mode for carrying the Merger into effect.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:

ARTICLE I
THE MERGER

1.1 The Merger. Subject to the terms and conditions of the
Agreement and this Plan, and in accordance with the Wisconsin Business
Corporation Law (the "WBCL"), at the Effective Time (as defined in Section
1.2), OSB shall merge with and into FCB, and FCB shall survive the Merger
and shall continue its corporate existence under the laws of the State of
Wisconsin. Upon consummation of the Merger, the separate corporate
existence of OSB shall terminate and the name of the Surviving Corporation
shall be "FCB Financial Corp."

1.2 Effective Time. The Merger shall become effective upon the
later of (a) the time of filing of Articles of Merger with the Department
of Financial Institutions of the State of Wisconsin (the "Wisconsin
Department") and (b) the effective date and time of the Merger as set
forth in such Articles of Merger. The parties shall each use reasonable
efforts to cause Articles of Merger to be filed on the Closing Date (as
defined in Section 1.19). The term "Effective Time" shall be the date and
time when the Merger becomes effective, in accordance with this
Section 1.2.

1.3 Effects of the Merger. At and after the Effective Time,
the Merger shall have the effects set forth in Section 180.1106 of the
WBCL.

1.4 Conversion of OSB Common Stock; Treatment of FCB Common
Stock.

(b) All of the shares of OSB Common Stock converted into
FCB Common Stock pursuant to this Article I shall no longer be
outstanding and shall automatically be canceled and shall cease to
exist as of the Effective Time, and each certificate (each an "OSB
Common Stock Certificate") previously representing any such shares of
OSB Common Stock shall thereafter represent only the right to receive
(i) a certificate representing the number of whole shares of FCB
Common Stock (each an "FCB Common Stock Certificate") and (ii) cash
in lieu of fractional shares into which the shares of OSB Common
Stock previously represented by such OSB Common Stock Certificate
have been converted pursuant to this Section 1.4 and Section 2.2.
OSB Common Stock Certificates previously representing shares of OSB
Common Stock shall be exchanged for FCB Common Stock Certificates
representing whole shares of FCB Common Stock and cash in lieu of
fractional shares issued in consideration therefor upon the surrender
of such OSB Common Stock Certificates in accordance with Section 2.2,
without any interest thereon.

(c) At the Effective Time, all shares of OSB Common Stock
that are owned by OSB as treasury stock, owned by the Oshkosh Savings
Bank, FSB Management Development and Recognition Plan and not
allocated to participants thereunder or owned by FCB, if any, shall
be canceled and shall cease to exist, and no stock of FCB or other
consideration shall be delivered in exchange therefor.

1.5 Articles of Incorporation. The Articles of Incorporation
of FCB in effect as of the Effective Time shall be the Articles of
Incorporation of the Surviving Corporation after the Merger until
thereafter amended in accordance with applicable law.

1.6 By-Laws. The By-Laws of FCB in effect as of the Effective
Time shall be the By-Laws of the Surviving Corporation after the Merger
until thereafter amended in accordance with applicable law.

1.7 Tax Consequences. It is intended that the Merger shall
constitute a reorganization within the meaning of Section 368(a)(1)(A) of
the Internal Revenue Code of 1986, as amended (the "Code"), and that the
Agreement and this Plan shall constitute a "plan of reorganization" for
the purposes of Section 368 of the Code.

1.8 Board of Directors of the Surviving Corporation From and
after the Effective Time, the Board of Directors of the Surviving
Corporation shall consist of fourteen (14) persons, including Donald D.
Parker and James J. Rothenbach. Six (6) directors, in addition to Donald
D. Parker, shall have been selected by FCB ("FCB Representatives"), and
six (6) directors, in addition to James J. Rothenbach, shall have been
selected by OSB (the "OSB Representatives"). The FCB Representatives and
the OSB Representatives, respectively, shall be divided as equally as
practicable among the three classes of directors of the Surviving
Corporation and shall serve in such capacities until their successors
shall have been elected or appointed and shall have qualified in
accordance with the Articles of Incorporation and By-laws of the Surviving
Corporation and the WBCL. Directors chosen from among the FCB
Representatives and the OSB Representatives shall be equally represented
on the personnel committee (which shall have four members) and the
executive committee, if any, of the Board of Directors of the Surviving
Corporation.

1.9 Closing. Subject to the terms and conditions of the
Agreement and this Plan, the closing of the Merger (the "Closing") will
take place at 10:00 a.m. on a date and at a place to be specified by the
parties, which shall be no later than the first business day in the
calendar month immediately following the month in which the last of the
conditions precedent to the Merger set forth in Article VII of the
Agreement is satisfied or waived, or at such other time, date and place as
OSB and FCB shall mutually agree (the "Closing Date").

ARTICLE II
CONVERSION OF SHARES

2.2 Exchange of Certificates.

(a) As soon as practicable after the Effective Time, and
in no event later than ten (10) business days thereafter, the
Surviving Corporation shall cause the Exchange Agent to mail to each
holder of record of one or more OSB Common Stock Certificates a
letter of transmittal (which shall specify that delivery shall be
effected, and risk of loss and title to the OSB Common Stock
Certificates shall pass, only upon delivery of the OSB Common Stock
Certificates to the Exchange Agent) and instructions for use in
effecting the surrender of the OSB Common Stock Certificates in
exchange for FCB Common Stock Certificates and any cash in lieu of
fractional shares into which the shares of OSB Common Stock
represented by such OSB Common Stock Certificate or Certificates
shall have been converted pursuant to the Agreement and this Plan.
Upon proper surrender of an OSB Common Stock Certificate for exchange
and cancellation to the Exchange Agent, together with such properly
completed letter of transmittal, duly executed, the holder of such
OSB Common Stock Certificate shall be entitled to receive in exchange
therefor, as applicable, (i) an FCB Common Stock Certificate
representing that number of whole shares of FCB Common Stock to which
such holder of OSB Common Stock shall have become entitled pursuant
to the provisions of Section 1.4 hereof, and (ii) a check
representing the amount of any cash in lieu of fractional shares that
such holder has the right to receive in respect of such OSB Common
Stock Certificate, and the OSB Common Stock Certificate so
surrendered shall forthwith be canceled. No interest will be paid or
accrued on any cash in lieu of fractional shares payable to holders
of OSB Common Stock Certificates.

(b) If any FCB Common Stock Certificate is to be issued in
a name other than that in which the OSB Common Stock Certificate
surrendered in exchange therefor is registered, it shall be a
condition of the issuance thereof that the OSB Common Stock
Certificate so surrendered shall be properly endorsed (or accompanied
by an appropriate instrument of transfer) and otherwise in proper
form for transfer, and that the person requesting such exchange shall
pay to the Exchange Agent in advance any transfer or other taxes
required by reason of the issuance of an FCB Common Stock
Certificate in any name other than that of the registered holder of
the OSB Common Stock Certificate surrendered, or required for any
other reason, or shall establish to the satisfaction of the Exchange
Agent that such tax has been paid or is not payable.

(e) Any portion of the Conversion Fund that remains
unclaimed by the shareholders of OSB for twelve (12) months after the
Effective Time shall be paid to the Surviving Corporation. Any
shareholders of OSB who have not theretofore complied with this
Article II shall thereafter look only to the Surviving Corporation
for the issuance of certificates representing shares of FCB Common
Stock and the payment of cash in lieu of any fractional shares and
any unpaid dividends and distributions on the FCB Common Stock
deliverable in respect of each share of OSB Common Stock such
shareholder holds as determined pursuant to the Agreement and this
Plan, in each case, without any interest thereon. Notwithstanding
the foregoing, none of FCB, OSB, the Exchange Agent or any other
person shall be liable to any former holder of shares of OSB Common
Stock, for any amount delivered in good faith to a public official
pursuant to applicable abandoned property, escheat or similar laws.

(f) In the event any OSB Common Stock Certificate shall
have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming such OSB Common Stock Certificate
to be lost, stolen or destroyed and, if reasonably required by the
Surviving Corporation, the posting by such person of a bond in such
amount as the Exchange Agent may determine is reasonably necessary as
indemnity against any claim that may be made against it with respect
to such OSB Common Stock Certificate, the Exchange Agent will issue
in exchange for such lost, stolen or destroyed Certificate an FCB
Common Stock Certificate representing the shares of FCB Common Stock
and any cash in lieu of fractional shares deliverable in respect
thereof pursuant to the Agreement and this Plan.

ARTICLE III
SHAREHOLDER APPROVALS

3.1 Each of FCB and OSB shall call a meeting of its
shareholders to be held as soon as reasonably practicable for the purpose
of voting upon the Agreement and this Plan (and, in the case of FCB, the
issuance of shares of FCB Common Stock in the Merger), and, subject to the
terms and conditions of the Agreement and this Plan, each of FCB and OSB
shall use reasonable efforts to cause such meetings to occur on the same
date and each shall use all reasonable efforts to obtain shareholder
approval of the Agreement, this Plan and the Merger.

ARTICLE IV
GENERAL PROVISIONS

4.1 Termination. Notwithstanding anything herein to the
contrary, in the event the Agreement shall have been terminated pursuant
to Section 8.1 thereof, this Plan shall automatically terminate.

4.2 Counterparts. This Plan may be executed in counterparts,
all of which shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all parties
need not sign the same counterpart.

4.3 Governing Law. This Plan shall be governed and construed
in accordance with the laws of the State of Wisconsin, without regard to
any applicable conflicts of law.

4.4 Amendment. Subject to compliance with applicable law, this
Agreement may be amended by the parties hereto, by action taken or
authorized by their respective Boards of Directors, at any time before or
after approval of the matters presented in connection with the Merger by
the shareholders of FCB or OSB, provided, however, that after any approval
of the transactions contemplated by this Plan by the respective
shareholders of FCB or OSB, there may not be, without further approval of
such shareholders, any amendment of this Plan which changes the amount or
the form of the consideration to be delivered to the holders of OSB Common
Stock hereunder other than as contemplated by the Agreement and this Plan.
This Plan may not be amended except by an instrument in writing signed on
behalf of each of the parties hereto.

IN WITNESS WHEREOF, FCB and OSB have caused this Plan to be
executed by their respective officers thereunto duly authorized as of the
date first above written.

FCB FINANCIAL CORP. OSB FINANCIAL CORP.

By: /s/ Donald D. Parker By:/s/ James J. Rothenbach
Name: Donald D. Parker Name: James J. Rothenbach
Title: President and Title: President and
Chief Executive Officer Chief Executive Officer

<PAGE>
ANNEX B

STOCK OPTION AND TRIGGER PAYMENT AGREEMENT (the "Agreement"),
dated November 13, 1996, between FCB Financial Corp., a Wisconsin
corporation ("Issuer"), and OSB Financial Corp., a Wisconsin corporation
("Grantee").

W I T N E S S E T H:

WHEREAS, Grantee and Issuer have entered into an Agreement and
Plan of Merger of even date herewith (the "Merger Agreement"), which
agreement has been executed by the parties hereto immediately prior to
this Stock Option and Trigger Agreement; and

WHEREAS, as a condition to Grantee's entering into the Merger
Agreement and in consideration therefor, Issuer has agreed to grant
Grantee the Option (as hereinafter defined).

NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and in the Merger Agreement, the
parties hereto agree as follows:

1. (a) Issuer hereby grants to Grantee an unconditional,
irrevocable option (the "Option") to purchase, subject to the terms
hereof, up to 489,463 fully paid and nonassessable (except as otherwise
provided by Section 180.0622(2)(b) of the Wisconsin Business Corporation
Law) shares (the "Option Shares") of Issuer's Common Stock, par value
$0.01 per share ("Issuer Common Stock"), at a price of $18.875 per share
(the "Option Price"); provided, however, that in no event shall the number
of shares of Issuer Common Stock for which this Option is exercisable
exceed 19.9% of the issued and outstanding shares of Issuer Common Stock
without giving effect to any shares subject to or issued pursuant to the
Option. The number of shares of Issuer Common Stock that may be received
upon the exercise of the Option and the Option Price are subject to
adjustment as herein set forth.

(b) In the event that any additional shares of Issuer Common
Stock are either (i) issued or otherwise become outstanding after the date
of this Agreement (other than pursuant to this Agreement) or (ii)
redeemed, repurchased, retired or otherwise cease to be outstanding after
the date of this Agreement (such event a "Change in Shares Outstanding
Event"), the number of shares of Issuer Common Stock subject to the Option
shall be increased or decreased, as appropriate, so that, after such
Change in Shares Outstanding Event, such number equals 19.9% of the number
of shares of Issuer Common Stock then issued and outstanding without
giving effect to any shares subject or issued pursuant to the Option.
Nothing contained in this Section 1(b) or elsewhere in this Agreement
shall be deemed to authorize Issuer to issue or redeem, repurchase, or
retire shares of Issuer Common Stock or to authorize either the Issuer or
the Grantee otherwise to breach any provision of the Merger Agreement.

(i) in cash, or

(ii) subject to the receipt of all approvals of any
Governmental Entity required for the Issuer to acquire, and Grantee to
issue, the Grantee Shares (as defined below) from Grantee, in shares of
common stock, $0.01 par value, of Grantee ("Grantee Shares"),

in either case in accordance with Section 4 hereof.

(d) As used in this Agreement, the "Fair Market Value" of any
share shall be the average of the last sales price for such share on The
Nasdaq Stock Market during the ten trading days prior to the fifth trading
day preceding the date such Fair Market Value is to be determined.

2. (a) The Option may be exercised by Grantee, in whole or in
part, at any time or from time to time after the Merger Agreement becomes
terminable by Grantee under circumstances which could entitle Grantee to a
termination fee (as opposed to the reimbursement of expenses only) under
Section 8.3(a) of the Merger Agreement or Section 8.3(b) of the Merger
Agreement (regardless of whether the Merger Agreement is actually
terminated), any such event by which the Merger Agreement becomes so
terminable by Grantee being referred to herein as a " Trigger Event."

(b) (i) Issuer shall notify Grantee promptly in writing of the
occurrence of any Trigger Event, it being understood that the giving of
such notice by Issuer shall not be a condition to the right of Grantee to
exercise the Option.

(ii) In the event Grantee wishes to exercise the Option,
Grantee shall deliver to Issuer written notice (an "Exercise Notice")
specifying the total number of Option Shares it wishes to purchase.

(iii) Upon the giving by Grantee of Issuer of the
Exercise Notice and the tender of the applicable aggregate Option Price,
Grantee, to the extent permitted by law and Issuer's organizational
documents, and provided that the conditions to Issuer's obligation to
issue Option Shares to Grantee hereunder set forth in Section 3 have been
satisfied or waived, shall be deemed to be the holder of record of the
Option Shares issuable upon such exercise, notwithstanding that the stock
transfer books of Issuer shall then be closed or that certificates
representing such Option Shares shall not then be actually delivered to
Grantee.

(iv) Each closing of a purchase of Option Shares (a
"Closing") shall occur at a place, on a date, and at a time designated by
Grantee in an Exercise Notice delivered at least two business days prior
to the date of the Closing.

(i) the Effective Time of the Merger;

(ii) the termination of the Merger Agreement pursuant to
Section 8.1 thereof, other than under circumstances which also constitute
a Trigger Event under this Agreement;

(iii) 180 days following any termination of the Merger
Agreement upon or during the continuance of a Trigger Event (or if, at the
expiration of such 180-day period, the Option cannot be exercised by
reason of any applicable judgment, decree, order, law or regulation, ten
business days after such impediment to exercise shall have been removed or
shall have become final and not subject to appeal, but in no event under
this clause (iii) later than September 30, 1997); and

(iv) payment by Issuer of the Trigger Payment set forth in
Section 5 of this Agreement to Grantee.

(d) Notwithstanding the foregoing, the Option may not be
exercised if (i) Grantee is in material breach of any of its
representations or warranties, or in material breach of any of its
covenants or agreements, contained in this Agreement or in the Merger
Agreement, or (ii) a Trigger Payment has been paid pursuant to Section 5
of this Agreement or demand therefor has been made and not withdrawn.

3. The obligation of Issuer to issue Option Shares to Grantee
hereunder is subject to the conditions that

(a) the Option Shares, and any Grantee Shares which are issued
in payment of the Option Price, shall have been approved for listing on
The Nasdaq Stock Market;

(b) all consents, approvals, orders or authorizations of, or
registrations, declarations or filings with, any federal, state or local
administrative agency or commission or other federal, state or local
Governmental Entity, if any, required in connection with the issuance by
Issuer and the acquisition by Grantee of the Option Shares hereunder shall
have been obtained or made; and

(c) no preliminary or permanent injunction or other order by
any court of competent jurisdiction prohibiting or otherwise restraining
such issuance shall be in effect.

The condition set forth in paragraph (a) above may be waived by Issuer, in
the case of Grantee Shares, and by Grantee, in the case of Option Shares,
in the sole discretion of the waiving party.

4. At any Closing,

(a) Issuer shall deliver to Grantee or its designee a single
certificate in definitive form representing the number of Option Shares
designated by Grantee in its Exercise Notice, such certificate to be
registered in the name of Grantee and to bear the legend set forth in
Section 13; and

(b) Grantee shall deliver to issuer the aggregate price for the
Option Shares so designated and being purchased by

(i) wire transfer of immediately available funds or
certified check or bank check, or

(ii) subject to the condition in Section 1(c)(ii), delivery
of a certificate or certificates representing the number of Grantee Shares
being issued by Grantee in consideration thereof, determined in accordance
with Section 4(c).

(c) In the event that Grantee issues Grantee Shares to Issuer
in consideration of Option Shares pursuant to Section 4(b)(ii), the number
of Grantee Shares to be so issued shall be equal to the quotient obtained
by dividing:

(i) the product of (x) the number of Option Shares with
respect to which the Option is being exercised and (y) the Option Price,
by

(ii) the Fair Market Value of the Grantee Shares as of the
date immediately preceding the date the Exercise Notice is delivered to
Issuer.

(d) Issuer shall pay all expenses, and any and all federal,
state and local taxes and other charges that may be payable in connection
with the preparation, issue and delivery of stock certificates under this
Section 4.

5. (a) Subject to the provisions of Section 8.3(d) of the Merger
Agreement, if a Trigger Event shall have occurred and any regulatory
approval or order required for the issuance by Issuer, or the acquisition
by Grantee, of the Option or the Option Shares upon exercise of the Option
shall not have been obtained, Grantee shall have the right to receive, and
Issuer shall pay to Grantee, an amount (the "Trigger Payment") equal to
the product of

(i) the maximum number of Option Shares that would have
been subject to purchases by Grantee upon exercise of the Option pursuant
to Sections 1 and 2 hereof if all such regulatory approvals or orders had
been obtained, and

(ii) the difference between (A) the Market/Offer Price (as
defined herein), determined as of the date on which notice of demand for
the Trigger Payment is given by Grantee, and (B) the Option Price (but
only if such Market/Offer Price is higher than such Option Price).

Demand for the Trigger Payment shall be given by notice in accordance with
the provisions of Section 17 hereof. The Trigger Payment shall be paid to
Grantee by Issuer on the Payment Date (as defined herein), by wire
transfer or immediately available funds to an account to be designated in
writing by Grantee not less than two business days before the Payment
Date.

(b) For purposes of this Section 5, "Payment Date" means the
date on which termination fees are required to be paid by Issuer to
Grantee under Sections 8.3(a) or 8.3(b), as the case may be, of the Merger
Agreement as a result of the occurrence of the Trigger Event referred to
in subsection (a) of this Section 5 or such later date as Grantee shall
specify with two business days prior written notice to Issuer.

(c) Issuer shall have no obligation to pay the Trigger Payment
if Grantee is in material breach of any of its representations or
warranties, or in material breach of any of its covenants or agreements,
contained in this Agreement or in the Merger Agreement.

6. Issuer represents and warrants to Grantee that

(a) Issuer has the corporate power and authority to enter into
this Agreement and to carry out its obligations hereunder, subject in the
case of the repurchase of the Option Shares pursuant to Section 8(a) to
applicable law;

(b) this Agreement has been duly and validly executed and
delivered by Issuer, and, assuming the due authorization, execution and
delivery hereof by Grantee and the receipt of all required regulatory
approvals, constitutes a valid and binding obligation of Issuer,
enforceable against Issuer in accordance with its terms;

(c) Issuer has taken all necessary corporate action to
authorize and reserve for issuance and to permit it to issue, upon
exercise of the Option, and at all times from the date hereof through the
expiration of the Option will have reserved, the number of authorized and
unissued Option Shares, such amount being subject to adjustment as
provided in Sections 1 and 12, all of which, upon their issuance and
delivery in accordance with the terms of this Agreement, will be duly
authorized, validly issued, fully paid and nonassessable (except as
otherwise provided by Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law);

(d) upon delivery of the Option Shares to Grantee upon the
exercise of the Option, Grantee will acquire the Option Shares free and
clear of all claims, liens, charges, encumbrances and security interests
of any nature whatsoever;

(e) except as described in Section 4.4 of the Merger Agreement,
the execution and delivery of this Agreement by Issuer does not, and,
subject to compliance with applicable law with respect to the repurchase
of the Option Shares pursuant to Section 8(a), the consummation by Issuer
of the transactions contemplated hereby will not, violate, conflict with,
or result in a breach of any provision of, or constitute a default (with
or without notice or a lapse of time, or both) under, or result in the
termination of, or accelerate the performance required by, or result in a
right of termination, cancellation, or acceleration of any obligation or
the loss of a material benefit under, or the creation of a lien, pledge,
security interest or other encumbrance on assets (any such conflict,
violation, default, right of termination, cancellation, acceleration, loss
or creation, hereinafter a "Violation") of Issuer or any of its
Subsidiaries, pursuant to

(i) any provision of the Articles of Incorporation or the
Bylaws of Issuer,

(ii) any provisions of any material loan or credit
agreement, note, mortgage, indenture, lease, benefit plan or other
agreement, obligation, instrument, permit, concession, franchise or
license (any of the foregoing in effect on the date hereof being referred
to as a "Material Contract") of Issuer or its Subsidiaries or to which any
of them is a party, or

(iii) any judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Issuer or its properties or
assets,

which Violation, in the case of each clauses (ii) and (iii), could
reasonably be expected to have a Material Adverse Effect on Issuer (except
that no representation or warranty is given concerning any Violation of a
Material Contract with respect to the repurchase of Option Shares pursuant
to Section 8(a));

(f) except as described in Section 4.4 of the Merger Agreement,
the execution and delivery of this Agreement by Issuer does not, and the
performance of this Agreement by Issuer will not, require any consent,
approval, authorization or permit of, filing with or notification to, any
Governmental Entity;

(g) none of Issuer, any of its affiliates or anyone acting on
its or their behalf, has issued, sold or offered any security of Issuer to
any person under circumstances that would cause the issuance and sale of
the Option Shares, as contemplated by this Agreement, to be subject to the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), as in effect on the date hereof, and, assuming the
representations and warranties of Grantee contained in Section 7(g) are
true and correct, the issuance, sale and delivery of the Option Shares
hereunder would be exempt from the registration and prospectus delivery
requirements of the Securities Act, as in effect on the date hereof (and
Issuer shall not take any action which would cause the issuance, sale, and
delivery of the Option Shares hereunder not to be exempt from such
requirements); and

(h) any Grantee Shares acquired pursuant to this Agreement will
be acquired for Issuer's own account, for investment purposes only, and
will not be acquired by Issuer with a view to the public distribution
thereof in violation of any applicable provision of the Securities Act.

7. Grantee represents and warrants to Issuer that

(a) Grantee has the corporate power and authority to enter into
this Agreement and to carry out its obligations hereunder;

(b) this Agreement has been duly and validly executed and
delivered by Grantee and, assuming the due authorization, execution and
delivery hereof by Issuer and the receipt of all required regulatory
approvals, constitutes a valid and binding obligation of Grantee,
enforceable against Grantee in accordance with its respective terms;

(c) prior to any delivery of Grantee Shares in consideration of
the purchase of Option Shares pursuant hereto, Grantee will have taken all
necessary corporate action to authorize for issuance and to permit it to
issue such Grantee Shares, all of which, upon their issuance and delivery
in accordance with the terms of this Agreement, will be duly authorized,
validly issued, fully paid and nonassessable (except as otherwise provided
in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law);

(d) upon any delivery of such Grantee Shares to Issuer in
consideration of the purchase of the Option Shares pursuant hereto, Issuer
will acquire the Grantee Shares free and clear of all claims, liens,
charges, encumbrances and security interests of any nature whatsoever;

(e) except as described in Section 3.4 of the Merger Agreement,
the execution and delivery of this Agreement by Grantee does not, and the
consummation by Grantee of the transactions contemplated hereby will not,
violate, conflict with, or result in the breach of any provision of, or
constitute a default (with or without notice or a lapse of time, or both)
under, or result in any Violation by Grantee or any of its Subsidiaries,
pursuant to

(i) any provision of the Articles of Incorporation or
Bylaws of Grantee,

(ii) any Material Contract of Grantee or any of its
Subsidiaries or to which any of them is a party, or

(iii) any judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Grantee or its properties or
assets,

which Violation, in the case of each of clauses (ii) or (iii), would have
a Material Adverse Effect on Grantee;

(f) except as described in Section 3.4 of the Merger Agreement,
the execution and delivery of this Agreement by Grantee does not, and the
consummation by Grantee of the transactions contemplated hereby will not,
require any consent, approval, authorization or permit of, filing with or
notification to, any Governmental Entity; and

(g) any Option Shares acquired upon exercise of the Option will
be acquired for Grantee's own account, for investment purposes only and
will not be, and the Option is not being, acquired by Grantee with a view
to the public distribution thereof, in violation of any applicable
provision of the Securities Act.

8. (a) At the request of Grantee by written notice (x) at any time
during which the Option is exercisable pursuant to Section 2 (the
"Repurchase Period"), Issuer (or any successor entity thereof) shall, if
permitted by applicable law, the Articles of Incorporation and Bylaws of
the Issuer and Issuer's Material Contracts, repurchase from Grantee all or
any portion of the Option, at the price set forth in subparagraph (i)
below, or, (y) at any time prior to September 30, 1997, Issuer (or any
successor entity thereof) shall, if permitted by applicable law, the
Articles of Incorporation and Bylaws of Issuer and Issuer's Material
Contracts, repurchase from Grantee all or any portion of the Option Shares
purchased by Grantee pursuant to the Option, at the price set forth in
subparagraph (ii) below:

(i) (A) The difference between the "Market/Offer Price"
(as defined below) for shares of Issuer Common Stock as of the date
Grantee gives notice of its intent to exercise its rights under this
Section 8 and the Option Price, multiplied by the number of Option Shares
purchasable pursuant to the Option (or portion thereof with respect to
which Grantee is exercising its rights under this Section 8), but only if
the Market/Offer Price is greater than the Option Price.

(B) For purposes of this Agreement, "Market/Offer
Price" shall mean, as of any date, the higher of (I) the price per share
offered as of such date pursuant to any tender or exchange offer or other
offer with respect to a Business Combination involving Issuer as the
Target Party which was made prior to such date and not terminated or
withdrawn as of such date and (II) the Fair Market Value per share of
Issuer Common Stock as of such date.

(ii) (A) The product of (I) the sum of (a) the Option
Price paid by Grantee per Option Share acquired pursuant to the Option,
and (b) the difference between the "Offer Price" (as defined below) and
the Option Price, but only if the Offer Price is greater than the Option
Price, and (II) the number of Option Shares so to be repurchased pursuant
to this Section 8.

(B) For purposes of this clause (ii), the "Offer
Price" shall be the highest price per share offered pursuant to a tender
or exchange offer or other Business Combination offer involving Issuer as
the Target Party during the Repurchase Period prior to the delivery by
Grantee of a notice of repurchase.

(b) If Grantee shall have previously elected to purchase Option
Shares pursuant to the exercise of the Option by the issuance and delivery
of Grantee Shares, then Issuer shall, if so requested by Grantee, in
fulfillment of its obligation pursuant to Section 8(a)(y) (that is, with
respect to the Option Price only and without limitation to its obligation
to pay additional consideration under clause (b) of Section
8(a)(ii)(A)(I)), redeliver the certificates for such Grantee Shares to
Grantee, free and clear of all liens, claims, charges and encumbrances of
any kind or nature whatsoever; provided, however, that if at any time less
than all of the Option Shares so purchased by Grantee pursuant to the
Option are to be repurchased by Issuer pursuant to Section 8(a)(y), then
(i) Issuer shall be obligated to redeliver to Grantee the same proportion
of such Grantee Shares as the number of Option Shares that Issuer is then
obligated to repurchase bears to the number of Option Shares acquired by
Grantee upon exercise of the Option and (ii) Grantee shall issue to Issuer
new certificates representing those Grantee Shares which are not due to be
redelivered to Grantee pursuant to this Section 8(b) to the extent that
excess Grantee Shares are included in the certificates redelivered to
Grantee by Issuer.

(c) In the event Grantee exercises its rights under this
Section 8, Issuer shall, within ten business days thereafter, pay the
required amount to Grantee in immediately available funds and Grantee
shall surrender to Issuer the Option or the certificate or certificates
evidencing the Option Shares purchased by Grantee pursuant hereto, and
Grantee shall warrant that it owns the Option or such shares and that the
Option or such shares are then free and clear of all liens, claims,
damages, charges and encumbrances of any kind or nature whatsoever.

(d) If Grantee has elected to purchase Option shares pursuant
to the exercise of the Option by the issuance and delivery of Grantee
Shares, notwithstanding that Grantee may no longer hold any such Option
Shares or that Grantee elects not to exercise its other rights under this
Section 8, Grantee may require, at any time or from time to time prior to
September 30, 1997, Issuer to sell to Grantee any such Grantee Shares at
the price attributed to such Grantee Shares pursuant to Section 4 plus
interest at the publicly announced prime rate as published in the Wall
Street Journal (Midwest Edition) on such amount from the Closing Date
relating to the exchange of such Grantee shares pursuant to Section 4 to
the Closing Date under this Section 8(d) less any dividends on such
Grantee Shares paid during such period or declared and payable to
shareholders of record on a date during such period.

(e) In the event the repurchase price specified in Section 8(a)
would subject the purchase of the Option or the Option Shares purchased by
Grantee pursuant to the Option to a vote of the shareholders of Issuer
pursuant to applicable law or the Articles of Incorporation of Issuer,
then Grantee may, at its election, reduce the repurchase price to an
amount which would permit such repurchase without the necessity for such a
shareholder vote.

9. Following the date hereof and prior to the fifth anniversary of
the date hereof (the "Expiration Date"), each party shall vote any shares
of capital stock of the other party acquired by such party pursuant to
this Agreement ("Restricted Shares"), including any Grantee Shares issued
pursuant to Section 1(c), or otherwise beneficially owned (within the
meaning of Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act")), by such party on each matter
submitted to a vote of shareholders of such other party for and against
such matter in the same proportion as the vote of all other shareholders
of such other party are voted (whether by proxy or otherwise) for and
against such matter.

10. (a) Prior to the Expiration Date, neither party shall, directly
or indirectly, sell, assign, pledge, or otherwise dispose of or transfer
any Restricted Shares beneficially owned by such party, other than (i)
pursuant to Section 8, or (ii) in accordance with Section 10(b) or
Section 11.

(b) Following the termination of the Merger Agreement, a party
shall be permitted to sell any Restricted Shares beneficially owned by it
if such sale is made pursuant to a tender or exchange offer that has been
approved or recommended, or otherwise determined to be fair to and in the
best interests of the shareholders of the other party, by a majority of
the members of the Board of Directors of such other party, which majority
shall include a majority of directors who were directors prior to the
announcement of such tender or exchange offer.

11. (a) Following the termination of the Merger Agreement, either
party hereto that owns Restricted Shares (a "Designated Holder") may by
written notice (the "Registration Notice") to the other party (the
"Registrant") request the Registrant to register under the Securities Act
all or any part of the Restricted Shares beneficially owned by such
Designated Holder (the "Registrable Securities") pursuant to a bona fide
firm commitment underwritten public offering, in which the Designated
Holder and the underwriters shall effect as wide a distribution of such
Registrable Securities as is reasonably practicable and shall use their
best efforts to prevent any person (including any Group (as used in Rule
13d-5 under the Exchange Act)) and its affiliates from purchasing through
such offering Restricted Shares representing more than 1% of the
outstanding shares of common stock of the Registrant on a fully diluted
basis (a "Permitted Offering").

(b) The Registration Notice shall include a certificate
executed by the Designated Holder and its proposed managing underwriter,
which underwriter shall be an investment banking firm of recognized
standing on a national or regional basis (the "Manager"), stating that

(i) they have a good faith intention to commence promptly
a Permitted Offering, and

(ii) Manager in good faith believes that, based on the
then-prevailing market conditions, it will be able to sell the Registrable
Securities at a per share price equal to at least 80% of the then Fair
Market Value of such shares.

(c) The Registrant (and/or any person designed by the
Registrant) shall thereupon have the option exercisable by written notice
delivered to the Designated Holder within ten business days after the
receipt of the Registration Notice, irrevocably to agree to purchase all
or any part of the Registrable Securities proposed to be so sold for cash
at a price equal to the product of (i) the number of Registrable
Securities to be so purchased by the Registrant and (ii) the then Fair
Market Value of such shares.

(d) Any purchase of Registrable Securities by the Registrant
(or its designee) under Section 11(c) shall take place at a closing to be
held at the principal executive offices of the Registrant or at the
offices of its counsel at any reasonable date and time designated by the
Registrant and/or such designee in such notice within twenty business days
after delivery of such notice, and any payment for the shares to be so
purchased shall be made by delivery at the time of such closing in
immediately available funds.

(e) If the Registrant does not elect to exercise its option
pursuant to this Section 11 with respect to all Registrable Securities, it
shall use its best efforts to effect, as promptly as practicable, the
registration under the Securities Act of the unpurchased Registrable
Securities proposed to be so sold; provided, however, that

(i) neither party shall be entitled to demand more than an
aggregate of two effective registration statements hereunder, and

(ii) the Registrant will not be required to file any such
registration statement during any period of time (not to exceed 40 days
after such request in the case of clause (A) below or 90 days in the case
of clauses (B) and (C) below) when

(A) the Registrant is in possession of material non-
public information which it reasonably believes would be detrimental to be
disclosed at such time and, in the opinion of counsel to the Registrant,
such information would be required to be disclosed if a registration
statement were filed at that time;

(B) the Registrant is required under the Securities
Act to include audited financial statements for any period in such
registration statement and such financial statements are not yet available
for inclusion in such registration statement; or

(C) the Registrant determines, in its reasonable
judgment, that such registration would interfere with any financing,
acquisition or other material transaction involving the Registrant or any
of its affiliates.

(f) The Registrant shall use its reasonable best efforts to
cause any Registrable Securities registered pursuant to this Section 11 to
be qualified for sale under the securities or Blue Sky laws of such
jurisdictions as the Designated Holder may reasonably request and shall
continue such registration or qualification in effect in such
jurisdiction; provided, however, that the Registrant shall not be required
to qualify to do business in, or consent to general service of process in,
any jurisdiction by reason of this provision.

(g) The registration rights set forth in this Section 11 are
subject to the condition that the Designated Holder shall provide the
Registrant with such information with respect to such holder's Registrable
Securities, the plans for the distribution thereof, and such other
information with respect to such holder as, in the reasonable judgment of
counsel for the Registrant, is necessary to enable the Registrant to
include in such registration statement all material facts required to be
disclosed with respect to a registration thereunder.

(h) A registration effected under this Section 11 shall be
effected at the Registrant's expense, except for underwriting discounts
and commissions and the fees and the expenses of counsel to the Designated
Holder, and the Registrant shall provide to the underwriters such
documentation (including certificates, opinions of counsel and "comfort"
letters from auditors) as is customary in connection with underwritten
public offerings as such underwriters may reasonably require.

(i) In connection with any registration effected under this
Section 11, the parties agree

(i) to indemnify each other and the underwriters in the
customary manner,

(ii) to enter into an underwriting agreement in form and
substance customary for transactions of such type with the Manager and the
other underwriters participating in such offering, and

(iii) to take all further actions which shall be
reasonably necessary to effect such registration and sale (including if
the Manager deems it necessary, participating in road show presentations).

(j) The Registrant shall be entitled to include (at its
expense) additional shares of its common stock in a registration effected
pursuant to this Section 11 only if and to the extent the Manager
determines that such inclusion will not adversely affect the prospects for
success of such offering.

12. Without limitation to any restriction on Issuer contained in
this Agreement or in the Merger Agreement, in the event of any change in
Issuer Common Stock by reason of stock dividends, splitups, mergers (other
than the Merger), recapitalizations, combinations, exchange of shares or
the like, the type and number of shares or securities subject to the
Option, and the Option Price provided in Section 1, shall be adjusted
appropriately to restore to Grantee its rights hereunder, including the
right to purchase from Issuer (or its successors) shares of Issuer Common
Stock (or such other shares or securities into which Issuer Common Stock
has been so changed) for the aggregate Option Price as provided in
Section 1.

13. Each certificate representing Option Shares issued to Grantee
hereunder, and Grantee Shares, if any, delivered to Issuer at a Closing,
shall include a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES OR BLUE SKY LAWS, AND MAY BE REOFFERED OR SOLD
ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER AS SET FORTH IN A STOCK OPTION AND
TRIGGER PAYMENT AGREEMENT, DATED AS OF NOVEMBER 13, 1996, A COPY
OF WHICH MAY BE OBTAINED FROM THE ISSUER UPON REQUEST.

It is understood and agreed that:

(i) the reference to the resale restrictions of the
Securities Act and state securities or Blue Sky laws in the above legend
shall be removed by delivery of substitute certificate(s) without such
reference if Grantee or Issuer, as the case may be, shall have delivered
to the other party a copy of a letter from the staff of the Securities and
Exchange Commission, or an opinion of counsel, in form and substance
reasonably satisfactory to the other party, to the effect that such legend
is not required for purposes of the Securities Act or such laws;

(ii) the reference to the provisions to this Agreement in
the above legend shall be removed by delivery of substitute certificate(s)
without such reference if the shares have been sold or transferred in
compliance with the provisions of this Agreement and under circumstances
that do not require the retention of such reference; and

(iii) the legend shall be removed in its entirety if
the conditions in the preceding clauses (i) and (ii) are both satisfied.

In addition, such certificates shall bear any other legend as may be
required by law. Certificates representing shares sold in a registered
public offering pursuant to Section 11 shall not be required to bear the
legend set forth in this Section 13.

14. (a) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns.

(b) Except as expressly provided for in this Agreement, neither
this Agreement nor the rights or obligations of either party hereto are
assignable, except by operation of law, or with the written consent of the
other party.

(c) Nothing contained in this Agreement, express or implied, is
intended to confer upon any person other than the parties hereto and their
respective successors and permitted assigns any rights or remedies of any
nature whatsoever by reason of this Agreement.

(d) Any Restricted Shares sold by a party in compliance with
the provisions of Section 11 shall, upon consummation of such sale, be
free of the restrictions imposed with respect to such shares by this
Agreement, unless and until such party shall repurchase or otherwise
become the beneficial owner of such shares, and any transferee of such
shares shall not be entitled to the registration rights of such party.

15. The parties hereto acknowledge that damages would be an
inadequate remedy for a breach of this Agreement by either party hereto
and that the obligations of the parties hereto shall be enforceable by
either party hereto through injunctive or other equitable relief.

16. If any term, provision, covenant or restriction contained
in this Agreement is held by a court or a federal or state regulatory
agency of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions and covenants and restrictions
contained in this Agreement shall remain in full force and effect, and
shall in no way be affected, impaired or invalidated. Subject to Section
5, if for any reason any such court or regulatory agency determines that
Grantee is not permitted to acquire, or Issuer is not permitted to
repurchase pursuant to Section 8, the full number of Option Shares
provided in Section 1 hereof (as the same may be adjusted), it is the
express intention of Issuer to allow Grantee to acquire or to require
Issuer to repurchase such lesser number of shares as may be permissible
without any amendment or modification hereof.

17. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied
(with confirmation), mailed by registered or certified mail (return
receipt requested) or delivered by an express courier (with confirmation)
at the respective addresses of the parties set forth in the Merger
Agreement (or at such other address for a party as shall be specified by
like notice).

18. This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin, regardless of the laws
that might otherwise govern under applicable principles of conflicts of
laws thereof.

19. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.

20. Except as otherwise expressly provided herein, each of the
parties hereto shall bear and pay all costs and expenses incurred by it or
on its behalf in connection with the transactions contemplated hereunder,
including fees and expenses of its own financial consultants, investment
bankers, accountants and counsel.

21. Except as otherwise expressly provided herein or in the
Merger Agreement, this Agreement contains the entire agreement between the
parties with respect to the transactions contemplated hereunder and
supersedes all prior arrangements or understandings with respect thereof,
written or oral.

22. This Agreement may be amended by the parties hereto and the
terms and conditions hereof may be waived only by an instrument in writing
signed on behalf of each of the parties hereto, or, in the case of a
waiver, by an instrument signed on behalf of the party waiving compliance.

23. The time periods for exercises of certain rights under
Sections 2, 5 and 8 shall be extended (but in no event by more than six
months):

(a) to the extent necessary to obtain all regulatory approvals
for the exercise of such rights; and

(b) to the extent necessary to avoid any liability under
Section 16(b) of the Exchange Act by reason of such exercise.

24. Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned thereto in the Merger Agreement.

IN WITNESS WHEREOF, each of the parties has caused this
Agreement to be executed on its behalf by its officers thereunto duly
authorized, all as of the date first above written.

FCB FINANCIAL CORP.

By: /s/ Donald D. Parker
Donald D. Parker
President and Chief Executive Officer

OSB FINANCIAL CORP.

By: /s/ James J. Rothenbach
James J. Rothenbach
President and Chief Executive Officer

<PAGE>
ANNEX C

STOCK OPTION AND TRIGGER PAYMENT AGREEMENT (the "Agreement"),
dated November 13, 1996, between OSB Financial Corp., a Wisconsin
corporation ("Issuer"), and FCB Financial Corp., a Wisconsin corporation
("Grantee").

W I T N E S S E T H:

WHEREAS, as a condition to Grantee's entering into the Merger
Agreement and in consideration therefor, Issuer has agreed to grant
Grantee the Option (as hereinafter defined).

NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and in the Merger Agreement, the
parties hereto agree as follows:

1. (a) Issuer hereby grants to Grantee an unconditional,
irrevocable option (the "Option") to purchase, subject to the terms
hereof, up to 230,866 fully paid and nonassessable (except as otherwise
provided by Section 180.0622(2)(b) of the Wisconsin Business Corporation
Law) shares (the "Option Shares") of Issuer's Common Stock, par value
$0.01 per share ("Issuer Common Stock"), at a price of $24.375 per share
(the "Option Price"); provided, however, that in no event shall the number
of shares of Issuer Common Stock for which this Option is exercisable
exceed 19.9% of the issued and outstanding shares of Issuer Common Stock
without giving effect to any shares subject to or issued pursuant to the
Option. The number of shares of Issuer Common Stock that may be received
upon the exercise of the Option and the Option Price are subject to
adjustment as herein set forth.

(i) in cash, or

in either case in accordance with Section 4 hereof.

(ii) In the event Grantee wishes to exercise the Option,
Grantee shall deliver to Issuer written notice (an "Exercise Notice")
specifying the total number of Option Shares it wishes to purchase.

(i) the Effective Time of the Merger;

(ii) the termination of the Merger Agreement pursuant to
Section 8.1 thereof, other than under circumstances which also constitute
a Trigger Event under this Agreement;

(iv) payment by Issuer of the Trigger Payment set forth in
Section 5 of this Agreement to Grantee.

3. The obligation of Issuer to issue Option Shares to Grantee
hereunder is subject to the conditions that

(a) the Option Shares, and any Grantee Shares which are issued
in payment of the Option Price, shall have been approved for listing on
The Nasdaq Stock Market;

(c) no preliminary or permanent injunction or other order by
any court of competent jurisdiction prohibiting or otherwise restraining
such issuance shall be in effect.

The condition set forth in paragraph (a) above may be waived by Issuer, in
the case of Grantee Shares, and by Grantee, in the case of Option Shares,
in the sole discretion of the waiving party.

4. At any Closing,

(b) Grantee shall deliver to issuer the aggregate price for the
Option Shares so designated and being purchased by

(i) wire transfer of immediately available funds or
certified check or bank check, or

(i) the product of (x) the number of Option Shares with
respect to which the Option is being exercised and (y) the Option Price,
by

(ii) the Fair Market Value of the Grantee Shares as of the
date immediately preceding the date the Exercise Notice is delivered to
Issuer.

6. Issuer represents and warrants to Grantee that

(e) except as described in Section 3.4 of the Merger Agreement,
the execution and delivery of this Agreement by Issuer does not, and,
subject to compliance with applicable law with respect to the repurchase
of the Option Shares pursuant to Section 8(a), the consummation by Issuer
of the transactions contemplated hereby will not, violate, conflict with,
or result in a breach of any provision of, or constitute a default (with
or without notice or a lapse of time, or both) under, or result in the
termination of, or accelerate the performance required by, or result in a
right of termination, cancellation, or acceleration of any obligation or
the loss of a material benefit under, or the creation of a lien, pledge,
security interest or other encumbrance on assets (any such conflict,
violation, default, right of termination, cancellation, acceleration, loss
or creation, hereinafter a "Violation") of Issuer or any of its
Subsidiaries, pursuant to

(i) any provision of the Articles of Incorporation or the
Bylaws of Issuer,

(iii) any judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Issuer or its properties or
assets, which Violation, in the case of each clauses (ii) and (iii), could
reasonably be expected to have a Material Adverse Effect on Issuer (except
that no representation or warranty is given concerning any Violation of a
Material Contract with respect to the repurchase of Option Shares pursuant
to Section 8(a));

(f) except as described in Section 3.4 of the Merger Agreement,
the execution and delivery of this Agreement by Issuer does not, and the
performance of this Agreement by Issuer will not, require any consent,
approval, authorization or permit of, filing with or notification to, any
Governmental Entity;