EMPLOYMENT AGREEMENT



     THIS AGREEMENT is made as of the 7th day of April, 2000, by and among GREEN

BAY FINANCIAL CORPORATION D/B/A NICOLET NATIONAL BANK (In Organization) (the

"Bank"), a proposed national bank; and ROBERT B. ATWELL, a resident of the State

of Wisconsin (the "Executive").



                                    RECITALS:



     The Bank desires to employ the Executive as President and Chief Executive

Officer of the Bank and the Executive desires to accept such employment.



     The parties previously entered into an employment agreement, also dated as

of April 7, 2000, that they wish to restate primarily for the purpose of

revising certain change-in-control provisions.



     In consideration of the above premises and the mutual agreements

hereinafter set forth, the parties hereby agree as follows:



1.   DEFINITIONS. Whenever used in this Agreement, the following terms and

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their variant forms shall have the meaning set forth below:



     1.1  "AGREEMENT" shall mean this Agreement and any exhibits incorporated

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herein together with any amendments hereto made in the manner described in this

Agreement.



     1.2  "AREA" shall mean the geographic area within the boundaries of

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Brown, Door, Kewannee, Outagamie and Oconto Counties in Wisconsin.  It is the

express intent of the parties that the Area as defined herein is the area where

the Executive performs or performed services on behalf of the Bank under this

Agreement as of, or within a reasonable time prior to, the termination of the

Executive's employment hereunder.



     1.3  "BANK INFORMATION" means Confidential Information and Trade

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Secrets.



     1.4  "BUSINESS OF THE BANK" shall mean the business conducted by the

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Bank, which is the business of commercial banking.



     1.5  "CAUSE" shall mean:

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          1.5.1  With respect to termination by the Bank:



               (a)  a material breach of the terms of this Agreement by the

          Executive, including, without limitation, failure by the Executive to

          perform his duties and responsibilities in the manner and to the

          extent required under this Agreement, which remains uncured after the

          expiration of thirty (30) days following the delivery of written

          notice of such breach to the Executive by the Bank. Such notice





<PAGE>

          shall (i) specifically identify the duties that the Board of Directors

          of the Bank believes the Executive has failed to perform, (ii) state

          the facts upon which such Board of Directors made such determination,

          and (iii) be approved by a resolution passed by two-thirds (2/3) of

          the directors then in office;



               (b)  conduct by the Executive that amounts to fraud, dishonesty

          or willful misconduct in the performance of his duties and

          responsibilities hereunder;



               (c)  arrest for, charged in relation to (by criminal information,

          indictment or otherwise), or conviction of the Executive during the

          Term of this Agreement of a crime involving breach of trust or moral

          turpitude;



               (d)  conduct by the Executive that amounts to gross and willful

          insubordination or inattention to his duties and responsibilities

          hereunder; or



               (e)  conduct by the Executive that results in removal from his

          position as an officer or executive of the Bank pursuant to a written

          order by any regulatory agency with authority or jurisdiction over the

          Bank.



          1.5.2  With respect to termination by the Executive:



               (a)  a material modification to the Executive's job title(s) or

          position(s) of responsibility or the scope of his authority or

          responsibilities under this Agreement without the Executive's written

          consent, which modification is not cured to the reasonable

          satisfaction of the Executive within thirty (30) days after written

          notice thereof from the Executive to the Board of Directors of the

          Bank;



               (b)  following a Change of Control, a change in supervision so

          that the Executive no longer reports to the person(s) or entity to

          whom he reported immediately prior to the Change of Control, which

          change in supervision is effected without the Executive's written

          consent;



               (c)  following a Change of Control, a change in supervisory

          authority so that the holder of any position who normally reported to

          the Executive immediately prior to the Change of Control no longer

          reports to the Executive on a regular basis, which change in

          supervisory authority is effected without the Executive's written

          consent;



               (d)  following a Change of Control, any change in the Executive's

          office location such that the Executive is required to report

          regularly to a location that is beyond a 25-mile radius from the

          Executive's office location immediately prior to the Change of

          Control, which change in office location is effected without the

          Executive's written consent; or





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<PAGE>

               (e)  following a Change of Control, any material reduction in

          salary, bonus opportunity or other benefits provided for in Section 4

          below from the level in effect immediately prior to the Change of

          Control.



     1.6  "CHANGE OF CONTROL" means any one of the following events:

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