EMPLOYMENT AGREEMENT





      THIS EMPLOYMENT AGREEMENT is made as of December 12, 2005, between MID-

WISCONSIN FINANCIAL SERVICES, INC., its successors and assigns (the "Company")

and JAMES WARSAW (the "Executive").



                                   RECITALS



      The Company and the Executive acknowledge the following:



      A.    The Executive has valuable expertise and experience in the

Company's business which will enable him to provide valuable business and

management services to the Company.



      B.    The Company desires to employ the Executive and the Executive

desires to accept such employment on the terms and conditions set forth in this

Agreement.



      C.    The Executive's employment is expressly conditioned upon entering

into this Agreement and the Company will not employ the Executive absent his

execution of this Agreement.



                                  AGREEMENTS



      In consideration of the mutual covenants and agreements set forth in this

Agreement, the parties agree as follows:



      1.    Employment.  The Company employs the Executive and the Executive

accepts employment with the Company on the terms and conditions set forth in

this Agreement.



      2.    Term.  The term of the Executive's employment shall commence on the

date of this Agreement and continue until December 12, 2008, unless sooner

terminated in accordance with the terms hereof (the "Employment Period").



      3.    Duties.  The Executive shall serve as President and Chief Executive

Officer of the Company and will, under the direction of the Board of Directors

of the Company, faithfully and to the best of his ability perform the duties

assigned to him from time to time by the Board of Directors.  The Executive

agrees to devote his entire business time, effort, skill and attention to the

discharge of such duties while employed by the Company.  During the Employment

Period, Executive shall be appointed to the Board of Directors of the Mid-

Wisconsin Bank (the "Bank") and shall also be nominated for election to the

Board of Directors of the Company at the Company's annual meeting of

shareholders.  Executive shall not receive a separate fee for sitting on the

Board of Directors of the Company or the Bank.  Executive may also be appointed

to assume the duties of President of the Bank.



      4.    Compensation.  The Executive shall receive a base salary of

$230,000 per year ("Base Salary") for all duties performed on behalf of the

Company, the Bank and their affiliates, which will be payable in regular

installments in accordance with the Company's regular payroll practices and

which will be subject to ordinary tax withholding and all required deductions.

Except as otherwise provided, the Company's obligation to pay Base Salary shall

terminate upon termination of this Agreement.

<PAGE>

      5.    Benefits.



            (a)   Insurance.  The Executive shall be eligible to participate in

any group health, life, dental, or other group insurance plan offered by the

Company to its executive employees, subject to the terms, provisions and

limitations of such plans or programs, during the Employment Period.  The

Executive shall pay any required employee contribution for such plans.



            (b)   Reimbursement for Reasonable Business Expenses.  The Company

shall reimburse the Executive for reasonable expenses incurred by him in

connection with the performance of his duties pursuant to this Agreement, which

are consistent with the Company's policies in effect from time to time,

including, but not limited to, travel expenses, expenses in connection with

seminars, professional conventions or similar professional functions and other

reasonable business expenses.  The Executive agrees to provide the Company with

receipts and/or documentation sufficient to permit the Company to take its full

business expense deduction.



            (c)   Automobile.  The Company agrees to reimburse the Executive

for an amount to be agreed upon by the Executive and the Company for the lease

of a vehicle by the Executive.  In the alternative, the Company and the

Executive may agree that the Company will purchase a mutually agreeable vehicle

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