MID WISCONSIN FINANCIAL SERVICES INC
EXHIBIT 10.1 - DIRECTOR' DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>e101d07a.txt
<DESCRIPTION>EXHIBIT 10.1 - DIRECTOR' DEFERRED COMPENSATION PLAN
<TEXT>
                                                                   EXHIBIT 10.1







                  MID-WISCONSIN FINANCIAL SERVICES, INC.

                  DIRECTORS DEFERRED COMPENSATION PLAN







          As in effect for deferrals through December 31, 2004
                                  and
                  As amended and effective May 1, 2005
                                  and
               As amended and effective January 30, 2008
<PAGE>

                 MID-WISCONSIN FINANCIAL SERVICES, INC.
                 DIRECTORS DEFERRED COMPENSATION PLAN

      1.    AMENDMENT AND RESTATEMENT OF PLAN.  Mid-Wisconsin Financial
Services, Inc. ("Mid-Wisconsin") hereby amends and restates the Mid-Wisconsin
Financial Services, Inc. Directors' Deferred Compensation Plan (the "Plan")
effective as of May 1, 2005, for the purpose of transferring amounts deferred
after December 31, 2004 to the Mid-Wisconsin 2005 Directors Deferred
Compensation Plan (the "2005 Amendment Date") and terminating deferrals
hereunder after December 31, 2004.

      2.    PURPOSE.  The purpose of the Plan is to provide an alternative
method of compensating members (the "Directors") of the boards of directors of
Mid-Wisconsin, Mid-Wisconsin Bank, and each other Subsidiary which has been
designated by Mid-Wisconsin to participate in the Plan, whether or not they
otherwise receive compensation as employees, in order to aid Mid-Wisconsin and
its Subsidiaries in attracting and retaining as Directors persons whose
abilities, experience, and judgment can contribute to the continued progress of
Mid-Wisconsin and its Subsidiaries and to provide a mechanism by which the
interests of the Directors and the shareholders of Mid-Wisconsin can be more
closely aligned.

      3.    DEFINITIONS.  As used in this Plan, the following terms shall have
the meaning set forth in this paragraph 3:

      (a)   "ACCOUNTS" means, as of any date after December 31, 1999, such of a
Participant's Deferred Cash Account and Deferred Stock Account which have an
undistributed balance.

      (b)   "BENEFICIARY" means such person or persons, or organization or
organizations, as the Participant from time to time may designate by a written
designation filed with Mid-Wisconsin during the Participant's life.  Any
amounts payable hereunder to a Participant's Beneficiary shall be paid in such
proportions and subject to such trusts, powers, and conditions as the
Participant may provide in such designation.  Each such designation, unless
otherwise expressly provided therein, may be revoked by the Participant by a
written revocation filed with Mid-Wisconsin during the Participant's life.  If
more than one such designation shall be filed by a Participant with Mid-
Wisconsin, the last designation so filed shall control over any revocable
designation filed prior to such filing.  To the extent that any amounts payable
under this Plan to a Participant's Beneficiary are not effectively disposed of
pursuant to the above provisions of this paragraph 3(b), either because no
designation was in effect at the Participant's death or because a designation
in effect at the Participant's death failed to dispose of such amounts in their
entirety, then for purposes of this Plan, the Participant's "Beneficiary" as to
such undisposed of amounts shall be the Participant's estate.

      (c)   "BOARD" means the Board of Directors of Mid-Wisconsin.
<PAGE>
      (d)   "CHANGE IN CONTROL" means the happening of any of the following
events:

            (i) The acquisition by any individual, entity or group (within the
      meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person")
      of beneficial ownership (within the meaning of Rule 13d-3 promulgated
      under the Exchange Act) of 25% or more of either (A) the then outstanding
      shares of common stock of Mid-Wisconsin (the "Outstanding Company Common
      Stock") or (B) the combined voting power of the then outstanding voting
      securities of Mid-Wisconsin entitled to vote generally in the election of
      directors (the "Outstanding Company Voting Securities"); provided,
      however, that for purposes of this paragraph (i), the following
      acquisitions shall not constitute a Change in Control: (1) any
      acquisition directly from Mid-Wisconsin other than an acquisition by
      virtue of the exercise of a conversion privilege unless the security
      being so converted was itself acquired directly from Mid-Wisconsin, (2)
      any acquisition by Mid-Wisconsin, (3) any acquisition by any employee
      benefit plan (or related trust) sponsored or maintained by Mid-Wisconsin
      or any entity controlled by Mid-Wisconsin, and (4) any acquisition
      pursuant to a transaction which complies with clauses (A), (B), and (C)
      of paragraph (iii) of this paragraph 3(d); or

            (ii) A change in the composition of the Board such that the
      individuals who, as of the Effective Date, constitute the Board (such
      Board shall be hereinafter referred to as the "Incumbent Board") cease
      for any reason to constitute at least a majority of the Board; provided,
      however, for purposes of the Plan, that any individual who becomes a
      member of the Board subsequent to the Effective Date whose election, or
      nomination for election by Mid-Wisconsin's shareholders, was approved by
      a vote of at least a majority of those individuals who are members of the
      Board and who were also members of the Incumbent Board (or deemed to be
      such pursuant to this proviso) shall be deemed to be and shall be
      considered as though such individual were a member of the Incumbent
      Board, but provided, further, that any such individual whose initial
      assumption of office occurs as a result of either an actual or threatened
      election contest (as such terms are used in Rule 14a-11 of Regulation 14A
      promulgated under the Exchange Act) or other actual or threatened
      solicitation of proxies or consents by or on behalf of a Person other
      than the Board shall not be so deemed or considered as a member of the
      Incumbent Board; or

            (iii) Consummation of a reorganization, merger or consolidation, or
      sale or other disposition of all or substantially all of the assets of
      Mid-Wisconsin or the acquisition of the assets or securities of any other
      entity (a "Corporate Transaction"); excluding, however, such a Corporate
      Transaction pursuant to which (A) all or substantially all of the
      individuals and entities who are the beneficial owners, respectively, of
      the Outstanding Company Common Stock and Outstanding Company Voting
      Securities immediately prior to such Corporate Transaction will
      beneficially own, directly or indirectly, more than 60% of, respectively,
      the outstanding shares of common stock and the combined voting power of
      the then outstanding voting securities entitled to vote generally in the
      election of directors, as the case may be, of the corporation resulting
      from such Corporate Transaction (including, without limitation, a
      corporation which as a result of such transaction owns Mid-Wisconsin or
      all or substantially all of Mid-Wisconsin's assets either directly or
      through one or more subsidiaries) (the "Resulting Company") in
      substantially the same proportions as their ownership, immediately prior
      to such Corporate Transaction, of the Outstanding Company Common Stock
      and Outstanding Company Voting Securities, as the case may be, (B) no
      Person (other than Mid-Wisconsin, any employee benefit plan (or related
      trust) of Mid-Wisconsin) will beneficially own, directly or indirectly,
      25% or more of, respectively, the outstanding shares of common stock of
      the Resulting Company or the combined voting power of the then
      outstanding voting securities of such Resulting Company entitled to vote
      generally in the election of directors except to the extent that such
      ownership existed with respect to Mid-Wisconsin prior to the Corporate
      Transaction, and (C) individuals who were members of the Incumbent Board
      will constitute at least a majority of the members of the board of
      directors of the Resulting Company; or
<PAGE>
            (iv) The approval by the shareholders of Mid-Wisconsin of a
      complete liquidation or dissolution of Mid-Wisconsin.

      (e)   "COMMITTEE AND MEETING FEES" means that portion of the annual
amount of Directors' Fees which does not constitute a Director's Retainer,
whether such fees are paid for service on committees of the Board or a board of
directors of a Subsidiary, the attendance at meetings, the performance of other
duties, or otherwise.

      (f)   "COMMON STOCK" means the common stock, $.10 par value, of Mid-
Wisconsin.

      (g)   "DEFERRED CASH ACCOUNT" means the account established to record a
Participant's Directors' Fees which have been credited in accordance with
paragraph 6.

      (h)   "DEFERRED STOCK ACCOUNT" means the account established to record a
Participant's Directors' Fees which have credited with "Stock Equivalent Units"
pursuant to paragraph 7.

      (i)   "DIRECTORS' FEES" means all of the compensation to which a Director
would otherwise become entitled for services to be rendered as a Director, but
excluding any compensation to which such person is entitled to receive in his
capacity, if any, as an employee of Mid-Wisconsin or any Subsidiary.

      (j)   "ENDING BALANCE" means the balance of a Participant's Deferred Cash
Account as determined pursuant to paragraph 8(b) following the Participant's
Termination of Service.

      (k)   "FAIR MARKET VALUE" of a share of the Common Stock as of any date
means the price per share as determined in accordance with the following:
<PAGE>
            (i) EXCHANGE.  If the principal market for the Common Stock is a
      national securities exchange, "Fair Market Value" means the average of
      the highest and lowest reported sale prices of the Common Stock on the
      New York Stock Exchange composite transaction tape if the Common Stock is
      then listed for trading on such exchange, otherwise, the average of the
      highest and lowest reported sales prices of the Common Stock in any
      transaction reported on the principal exchange on which the Common Stock
      is then listed for trading.

            (ii) OVER-THE-COUNTER.  If the principal market for the Common
      Stock is an over-the-counter market, "Fair Market Value" means the
      average of the highest bid and lowest ask prices of the Common Stock
      reported in The Nasdaq National Market, or The Nasdaq Small Cap Market,
      or if the Common Stock is not then listed for trading in either of such
      markets, the average of the highest bid and lowest ask prices of the
      Common Stock reported on the OTC Bulletin Board, or, if prices for the
      Common Stock are not quoted on the OTC Bulletin Board, the average of the
      highest bid and lowest ask prices reported on any other bona fide over-
      the-counter stock market selected in good faith by the Committee.

            (iii) OTHER DETERMINATION.  If subparagraphs (i) and (ii) are not
      applicable, or if the Board in its sole discretion does not believe that
      the procedure set forth in subparagraphs (i) and (ii) is an accurate
      measurement of the market value of the Common Stock because of the
      limited trading market of the Common Stock, "fair market value" means
      such amount as may be determined by the Board by whatever means or method
      as the Board, in the good faith exercise of its discretion, shall at such
      time deem appropriate.

            (iv) DATE.  If the date on which "Fair Market Value" is to be
      determined is not a business day, or, if there shall be no reported
      transactions for such date, such determination shall be made on the next
      preceding business day for which transactions were reported of the Common
      Stock on any day shall be deemed to be the mean between the published
      high and low sale prices at which the Common Stock is traded on a bona
      fide over-the-counter market or, if such stock is not so traded on such
      day, on the next preceding day on which the Common Stock was so traded.

      (l)   "PARTICIPANT"  means a Director who has an undistributed balance in
one or more Accounts.

      (m)   "PRIME RATE" means, as of any date, the prime rate as published in
The Wall Street Journal for such date; provided, however, that if such rate is
not published on such date, the prime rate as published in THE WALL STREET
JOURNAL on the first immediately preceding date.

      (n)   "RATE OF RETURN" for a fiscal year of Mid-Wisconsin shall be
determined in accordance with generally accepted accounting principles and
means a percentage equal to (a) Mid-Wisconsin's return on equity as determined
by dividing (i) Mid-Wisconsin's net income for the applicable year by (ii) Mid-
Wisconsin's average daily equity for such year minus (b) 400 basis points.
<PAGE>
      (o)   "RETAINER" means that portion of the annual amount of Directors'
Fees which is designated by the Board (or the board of directors of a
Subsidiary) as a retainer payable to a Director irrespective of the attendance
at meetings or the performance of other duties.

      (p)   "SUBSIDIARY" means Mid-Wisconsin Bank and each other subsidiary of
Mid-Wisconsin, including any subsidiary of the Bank.

      (q)   "TERMINATION OF SERVICE" means the BONA FIDE termination of a
Participant's services as a member of the Board and each other board of
directors of any Subsidiary which has been designated as a participating
Subsidiary.

      4.    DEFERRAL OF DIRECTORS' FEES.

      (a)   RETAINER.  No portion of a Retainer shall be paid in cash to a
Director from and after January 1, 2000.  As of each date after December 31,
1999 on which all or any portion of the Retainer would otherwise be paid in
cash to a Director, an amount equal to such payment shall be credited by Mid-
Wisconsin or the Subsidiary, as the case may be, to such Director's Deferred
Stock Account.

      (b)   ANNUAL ELECTION.  Each Director may elect before January 25, 2000
with respect to the year ended December 21, 2000 and before January 1 of any
subsequent fiscal year of Mid-Wisconsin to defer the payment of all or any
portion of the Director's Committee and Meeting Fees to which the Director
would otherwise become entitled for services to be rendered during each fiscal
year subsequent to the date on which such election is effective.  An election
by a Director to defer Committee and Meeting Fees pursuant to this subparagraph
(b) shall be effective with respect to Committee and Meeting Fees earned during
the first fiscal year beginning after the date such election is made and during
each subsequent fiscal year until revoked or amended, provided, however, that
any such revocation or amendment shall only be effective with respect to fiscal
years beginning after the date written notice of such revocation or amendment
is first received by Mid-Wisconsin.

      (c)   NEW DIRECTOR.  Despite any other provision of subparagraph (b), if
a person first becomes a Director during a fiscal year, such Director may elect
to become a Participant with respect to all or any portion of the Committee and
Meeting Fees earned and payable (i) from and after the date on which he is
elected a Director if an election is filed on or before the date of such
election or (ii), if no election is filed pursuant to clause (i), on the first
day of the first month immediately following the month in such fiscal year in
which such election is made.  An election by a Director to defer Committee and
Meeting Fees pursuant to this subparagraph (c) shall remain in effect until the
last day of the fiscal year in which such election is made and during each
subsequent fiscal year until revoked or amended, provided that any such
revocation or amendment shall only be effective with respect to fiscal years
beginning after the date written notice of such revocation or amendment is
first received by Mid-Wisconsin.
<PAGE>
      (d)   PAYMENT OF FEES.  Directors' Fees which are deferred pursuant to
this paragraph 4 shall be distributable in accordance with paragraph 8 hereof
and only after such Participant's Termination of Service.  Any Committee and
Meeting Fees not subject to an election made in accordance with this paragraph
4 shall be paid to the Director in cash.

      5.    ACCOUNTING AND ELECTIONS.

      (a)   ACCOUNTS.  Mid-Wisconsin and each participating Subsidiary shall
establish a Deferred Cash Account and a Deferred Stock Account in the name of
each of their Directors.

      (b)   DECEMBER 31, 1999 BALANCE.  Each Director who does not incur a
Termination of Service prior to January 1, 2000 and who has an undistributed
balance in his account as of December 31, 1999 may file an election with Mid-
Wisconsin on or before December 31, 1999 which specifies the Account or
Accounts (and the respective percentages thereof in the case two Accounts are
specified) to which the balance of his account as of December 31, 1999 shall be
credited as of January 1, 2000.  In the event a Participant does not file an
election in accordance with the preceding sentence, the balance of such
Participant's account as of December 31, 1999 shall be credited to such
Participant's Deferred Cash Account on January 1, 2000.

      (c)   ELECTION OF ACCOUNTS.  Each Participant who elects to defer
Committee and Meeting Fees shall make an election to have such deferred fees
allocated to his Deferred Cash Account or his Deferred Stock Account at the
time his deferral election is filed pursuant to paragraph 4.   Each fiscal
year, a Participant may file a new election with Mid-Wisconsin specifying the
Account or Accounts to which all Committee and Meeting Fees deferred subsequent
to the last day of such fiscal year (and prior to the effective date of any
subsequent election) shall be allocated.

      (d)   CREDITING DEFERRED FEES.  As of each date on which payment of all
or a portion of a Retainer would otherwise be paid in cash, each Director's
Deferred Stock Account shall be credited with such amount by Mid-Wisconsin or
the Subsidiary, as the case may be.  As of each date on which Mid-Wisconsin or
a Subsidiary shall make payment of Committee and Meeting Fees, the Committee
and Meeting Fees of each Participant who has a deferral election then in effect
shall, to the extent deferred, be credited by Mid-Wisconsin or the Subsidiary,
as the case may be, to the Participant's Deferred Cash Account or Deferred
Stock Account, as the case may be, in accordance with such Participant's most
recent effective election.  No transfers shall be made between a Participants
Accounts.

      (e)   ANNUAL REPORT.  Within 90 days of the end of each fiscal year in
which this Plan is in effect, Mid-Wisconsin shall furnish each Participant a
statement of the year-end balance in such Participant's Deferred Cash Account
and Deferred Stock Account.

      (f)   Notwithstanding any other provision of this Plan, no Directors Fees
shall be deferred and held under the terms of this Plan from and after the 2005
Amendment Date.
<PAGE>
      6.    DEFERRED CASH ACCOUNT.

      (a)   DEFERRALS THROUGH DECEMBER 31, 2004.  As of the last day of each
fiscal year which begins on or after January 1, 2000 (the "Current Fiscal
Year") there shall be computed, with respect to the Deferred Cash Account of
each Participant who has not then incurred a Termination of Service, interest
on the average daily balance in the Participant's Account (assuming that the
Committee and Meeting Fees to be deferred during the year were credited to his
Account as of the date on which they would have otherwise been paid to the
Participant in cash) at a rate per annum equal to the Rate of Return for the
fiscal year ending immediately prior to the Current Fiscal Year; provided,
however, that no interest shall be credited on any amounts credited to such
Account after December 31, 2004 as a deferred Directors Fee.  The amount so
determined shall be credited to and become part of the balance of such Account
as of the first day of the next fiscal year.

      (b)   DEFERRALS AFTER 2004.  Notwithstanding any other provision of this
Plan, on the 2005 Amendment Date, all Directors' Fees credited to a
Participant's Deferred Cash Account after December 31, 2004 (but not interest
credited with respect to deferrals made prior to January 1, 2005) shall be
transferred and held in such Participant's Deferred Cash Account under the
terms of the Mid-Wisconsin 2005 Directors Deferred Compensation Plan, as from
time to time in effect hereafter.

      7.    DEFERRED STOCK ACCOUNT.

      (a)   CREDITING DIRECTOR FEES.  As of each date on which the Directors'
Fees otherwise payable to such Participant in cash are credited to a
Participant's Deferred Stock Account, the amount of such deferred Directors'
Fees shall be converted into that number of "Stock Equivalent Units" (rounded
to the nearest one-ten thousandth of a unit) determined by dividing the amount
of such Directors' Fees by an amount equal to the per share Fair Market Value
of the Common Stock on such date.

      (b)   DIVIDENDS.  On each date on which a dividend payable in cash or
property is paid on the Common Stock, there shall be credited to each Deferred
Stock Account such number of additional Stock Equivalent Units as are
determined by dividing (i) the amount of the cash or other dividend which would
have then been payable on the number of shares of Common Stock equal to the
number of Stock Equivalent Units (including fractional shares) then represented
in such Account by (ii) an amount equal to the per share Fair Market Value of
the Common Stock on such date.  If the date on which a dividend is paid on the
Common Stock is the same date as of which Directors' Fees are to be converted
into Stock Equivalent Units, the dividend equivalent to be credited to such
Account under this paragraph 7 shall be determined after giving effect to the
conversion of the credit balance in such Account into Stock Equivalent Units.
<PAGE>
      (c)   RECORDING OF STOCK EQUIVALENT UNITS. The number of Stock Equivalent
Units credited to a Participant's Deferred Stock Account shall be adjusted (to
the nearest one-ten thousandth of a unit) to reflect any change in the Common
Stock resulting from a stock dividend, stock split-up, combination,
recapitalization or exchange of shares, or the like.

      (d)   DEFERRALS AFTER 2004.  Notwithstanding any other provision of this
Plan, on the 2005 Amendment Date all Stock Equivalent Units attributable to
Directors' Fees earned after December 31, 2004 and credited to a Participant's
Deferred Stock Account after December 31, 2004 (but not additional Stock
Equivalent Units credited with respect to deferrals made prior to January 1,
2005) shall be transferred and held in such Participant's Deferred Stock
Account under the terms of the 2005 Directors Deferred Compensation Plan, as
from time to time in effect hereafter.

      8.    DISTRIBUTION OF DEFERRED AMOUNTS.

      (a)   CONVERSION OF DEFERRED STOCK ACCOUNTS.  As of the last day of the
month in which a Participant's Termination of Service occurs, the number of
Stock Equivalent Units then credited to the Participant's Deferred Stock
Account shall be determined after giving effect to all other adjustments
required by this Plan and such Stock Equivalent Units shall be converted into a
cash equivalent by multiplying the number of such units by an amount equal to
the per share Fair Market Value of the Common Stock on such date and, as of
such date, the Participant's Deferred Stock Account shall be debited by the
number of Stock Equivalent Units so transferred and the Participant's Deferred
Cash Account credited by the amount of cash equivalent so determined.

      (b)   DETERMINATION OF ENDING BALANCE.  As of the last day of the month
in which a Participant's Termination of Service occurs, the balance of the
Participant's Deferred Cash Account shall be determined by adding to the value
of his Deferred Cash Account as of the last day of the immediately preceding
fiscal year (i) interest on such value computed at an annual rate equal to the
Rate of Return for the number of days of the fiscal year elapsed as of the last
day of the month in which the Termination of Service occurred,  (ii) all
Committee and Meeting Fees deferred by such Participant during the fiscal year
in which the Termination of Service occurred, (iii) interest, as determined in
clause (i) of this sentence, on the average daily balance of the Committee and
Meeting Fees described in clause (ii) (assuming that the Directors' Fees
deferred during the year were credited to his Account as of the date on which
they would have otherwise been paid to the Participant in cash), and (iv) the
value of the amount credited to such Deferred Cash Account pursuant to
paragraph 8(a).   The amount so determined pursuant to the preceding sentence,
when added to the most recent year-end balance credited pursuant to paragraph 7
as of the last day of the fiscal year immediately preceding the year in which
the Participant's Termination of Service occurs, shall constitute the Ending
Balance of the Participant's Deferred Cash Account (the "Ending Balance").

      (c)   DISTRIBUTIONS.  Distribution of a Participant's Deferred Cash
Account shall be made in cash in accordance with the following:
<PAGE>
            (i) AUTOMATIC FORM OF PAYMENT.  Payment of the Ending Balance of a
      Participant whose Termination of Service occurs for a reason other than
      death and prior to a Change in Control shall be made in a lump sum as of
      the last day of the month in which the Participant's Termination of
      Service occurs unless the Participant elects otherwise in accordance with
      the provisions of paragraph 8(d).

            (ii) DEATH BENEFIT.  In the event that a Participant dies before
      receiving payment of the entire amount to which such Participant is
      entitled under this Plan, the unpaid balance shall be paid in a lump sum
      or in installments, as specified in the Participant's most recent
      election in accordance with the provisions of paragraph 8(d), to the
      Beneficiary of such Participant.  If a Beneficiary dies after the
      Participant's death, but before receiving the entire payment of the
      Beneficiary's portion of the amount to which the Participant was entitled
      under this Plan, the portion of the unpaid balance which such Beneficiary
      would have received if he had not died shall be paid in a lump sum to
      such Beneficiary's estate unless the Participant designated otherwise.

            (iii) CHANGE IN CONTROL. In the event a Participant incurs a
      Termination of Service in connection with a Change in Control, payment of
      the Ending Balance shall be made in a lump sum as of the last day of the
      month in which the Participant's Termination of Service occurs.

      (d)   ELECTIVE FORMS OF DISTRIBUTION.  On or before August 15, 2000, but
in no event subsequent to his Termination of Service, a Participant may elect
that payment of the Participant's Ending Balance shall be made in one of the
forms specified in subparagraphs (d)(i), (ii), or (iii) below; provided,
however, that no election shall be effective unless approved by the Board prior
to the effective date of such election.  Thereafter, a Participant may elect,
(1) before the first day of each fiscal year, (2) subject to the automatic
distribution provisions of subparagraph 8(c)(iii), which shall govern the
distribution of benefits in the event of Termination of Service which occurs in
connection with a Change in Control, (3) prior to his Termination of Service,
and (4) with the approval of the Board that payment of the Participant's Ending
Balance shall be made in one of the forms specified in subparagraphs (d)(i),
(ii), or (iii) below.

            (i) 60 PAYMENTS.  In 60 monthly installments beginning on the last
      day of any month (the "Initial Payment Date") which is not later than the
      last day of the month in which the first anniversary of the Participant's
      Termination of Service occurs in an amount which is determined in
      accordance with the following:

                  (A) The monthly payment for the first twelve months shall be
            equal to the amount necessary to amortize the repayment of a loan
            in an amount equal to the Ending Balance in 60 equal monthly
            payments at the Prime Rate on the first day of the month in which
            the Initial Payment Date occurs;

                  (B) As of the last day of the month in which each of the
            first, second, third, and fourth anniversaries of the Initial
            Payment Date occurs, the amount of each of the next twelve monthly
            payments shall be recalculated and shall, for the twelve-month
            period beginning on each such anniversary, be equal to the amount
            necessary to amortize the repayment of a loan in an amount equal to
            the then unpaid Ending Balance in monthly payments over the
            Remaining Payment Period at the Prime Rate on the first day of the
            month in which such anniversary occurred.  As of any anniversary,
            the "Remaining Payment Period" shall be equal to the remainder of
            (1) 60, minus (2) the number of payments which have then been made.
<PAGE>
            (ii) LUMP SUM.  In a lump sum, payable at any time on or before the
      third anniversary of the Participant's Termination of Service with
      interest at the Prime Rate, determined as of the first day of the month
      in which the Participant's Termination of Service occurred, on the
      average undistributed portion of the Participant's Ending Balance through
      the date immediately preceding the date of distribution; or

            (iii) OTHER INSTALLMENTS.  In one or more installments of equal or
      unequal amounts payable at one or more times not more frequently than
      monthly; provided, however, the Ending Balance shall be fully distributed
      on or before the third anniversary of the Participant's Termination of
      Service; and provided, further, that the amount payable pursuant to any
      election to receive equal payments shall be determined by the amount
      necessary to amortize the repayment of a loan in an amount equal to the
      Participant's Ending Balance in the number of payments so elected at the
      Prime Rate on the first day of the month in which the Participant's
      Termination of Service occurred.  The average daily undistributed Ending
      Balance of a Participant who has elected a form of distribution provided
      for in this subparagraph (d)(iii) which does not provide for level
      payments shall continue to accrue interest at a rate equal to the Prime
      Rate on the first day of the month in which the Participant's Termination
      of Service occurred; provided, however, that if the distribution of the
      Ending Balance shall not be complete on the first anniversary date of the
      Participant's Termination of Service, the interest to be credited to such
      Account after the first anniversary shall be at a rate equal to the Prime
      Rate on the first day of the month in which such anniversary occurred.

      (e)   PAYMENTS TO RETIREES AS OF DECEMBER 31, 1999.  Notwithstanding any
other provision of this amended and restated Plan, any Accounts which were in
pay status on December 31, 1999 shall continue to be paid in accordance with
the terms of the Plan as in effect on December 14, 1999.

      (f)   MODIFICATION OF PAYMENTS.  After a Participant's Termination of
Service occurs, neither such Participant or his Beneficiary shall have any
right to modify in any way the schedule for the distribution of amounts
credited to such Participant under this Plan as specified in the last election
filed by the Participant.  However, upon a written request submitted to the
Secretary of Mid-Wisconsin by the person then entitled to receive payments
under this Plan (who may be the Participant or a Beneficiary), the Board may in
its sole discretion, accelerate the time for payment of any one or more
installments remaining unpaid.
<PAGE>
      9.    FORM FOR ELECTIONS.  The Secretary of Mid-Wisconsin shall provide
election forms for use by Directors in making an initial election to become a
Participant and for making all other elections or designations permitted or
required by the Plan.

      10.   MISCELLANEOUS.

      (a)   NO ASSIGNMENT.  Amounts payable hereunder may not be voluntarily or
involuntarily sold or assigned, and shall not be subject to any attachment,
levy or garnishment.

      (b)   NO RIGHT OF ELECTION.  Participation in this Plan by any person
shall not confer upon such person any right to be nominated for re-election or
re-elected to the Board or the board of directors of a Subsidiary.

      (c)   UNSECURED CLAIMS.  Neither Mid-Wisconsin nor any Subsidiary shall
be obligated to reserve or otherwise set aside funds for the payment of its
obligations hereunder, and the rights of any Participant under the Plan shall
be an unsecured claim against the general assets of Mid-Wisconsin or a
Subsidiary, whichever, and only to the extent it, established the Participant's
Accounts.  All amounts due Participants or Beneficiaries under this Plan shall
be paid out of the general assets of Mid-Wisconsin or the Subsidiary,
whichever, and only to the extent it, established the Participant's Accounts
and in no event shall there be joint liability for the payment of an Account
established by another participating entity.

      (d)   PLAN ADMINISTRATION.  The Board shall have all powers necessary to
administer this Plan, including all powers of Plan interpretation, of
determining eligibility, and the effectiveness of elections, and of deciding
all other matters relating to the Plan; provided, however, that no Participant
shall take part in any discussion of, or vote with respect to, a matter of Plan
administration which is personal to him, and not of general applicability to
all Participants.  All decisions of the Board shall be final as to any
Participant under this Plan.

      (e)   AMENDMENT AND TERMINATION.  The Board may amend this Plan in any
and all respects at any time (including, specifically, but not limited to, the
rate at which interest will be credited to any Account from and after the date
of such amendment), or from time to time, or may terminate this Plan at any
time, but any such amendment or termination shall be without prejudice to any
Participant's right to receive amounts previously credited to such Participant
under this Plan.  A Subsidiary of Mid-Wisconsin may terminate its participation
in the Plan at any time by action of its Board of Directors, but such
termination shall be without prejudice to any Participant's right to receive
amounts previously credited to such Participant under this Plan.
</TEXT>
</DOCUMENT>
