BANK MUTUAL CORP
RESIGNATION AND SEPERATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>RESIGNATION AND SEPERATION AGREEMENT
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                                                                    Exhibit 10.1

                                   Resignation
                                       and
                              Separation Agreement

         This RESIGNATION AND SEPARATION AGREEMENT ("Agreement") is made and
entered into as of this sixth day of June 2003, by and between Bank Mutual
Corporation, and its Affiliates (including without limitation, Bank Mutual
Bancorp, MHC) and direct and indirect Subsidiaries (collectively "Bank Mutual"),
and Michael D. Meeuwsen (hereinafter referred to as "Meeuwsen").

         WHEREAS, Meeuwsen is an employee, officer and director of Bank Mutual
and has served Bank Mutual or its predecessors in various capacities for
approximately twenty three (23) years;

         WHEREAS, Meeuwsen and Bank Mutual are currently parties to an
Employment Agreement dated January 2, 1990, as amended on September 20, 1995,
("Employment Agreement") and a Non-Competition Agreement dated November 1, 2000,
("Noncompetition Agreement");

         WHEREAS, Meeuwsen has decided that he wishes to retire from the banking
business and resign all of his positions with Bank Mutual;

         WHEREAS, it is the desire of the parties to document Meeuwsen's
resignation and separation from Bank Mutual and to recognize his many
contributions and years of service to Bank Mutual;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by Bank Mutual and Meeuwsen, the
parties hereby agree as follows:

         1.    Resignation. Meeuwsen hereby resigns as an officer, Director
         (including as a member of any committee of Directors) and employee of
         Bank Mutual effective July 31, 2003 (the "Effective Date"). His
         resignation is entirely of his choosing and voluntary under section
         2.4 of the Employment Agreement and the parties agree that it is
         irrevocable. Bank Mutual accepts his resignation to be effective as of
         the Effective Date. This resignation shall not constitute a retirement
         under Bank Mutual's employee benefit or welfare plans.

         2.    Employment. Until the Effective Date, Meeuwsen will continue to
         be employed and to be paid and receive benefits under the Employment
         Agreement and will continue to serve as a director of Bank Mutual. Upon
         the Effective Date he will cease to be an officer, director or employee
         of Bank Mutual.

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         3.    Health Insurance and Benefit Plans. Bank Mutual shall pay its
         normal portion of the premiums for Meeuwsen's health, dental and vision
         care insurance and shall deduct his share of such premiums from the
         salary payments made to him through the Effective Date. Thereafter,
         Meeuwsen shall be eligible for COBRA continuation of health, dental and
         vision coverage at his sole expense. Except as otherwise expressly
         provided for hereunder, Meeuwsen's participation in and rights under
         any and all employee benefit plans offered by Bank Mutual shall be
         governed by and construed in accordance with applicable laws and the
         governing documents thereof.

         4.    Automobile. On the Effective Date, Bank Mutual will transfer
         title to the Chevrolet Suburban which Meeuwsen has been driving,
         outright to him, free and clear of liens, if any. For accounting
         purposes only, the automobile has an agreed value of Eight Thousand
         Dollars ($8,000).

         5.    Director Retirement Plan. On the first of the month following the
         Effective Date, Bank Mutual shall commence the payment of Meeuwsen's
         vested interest in the Bank Mutual Directors Retirement Plan, which is
         One Thousand Dollars ($1,000) a month for fifteen (15) years, for a
         total of One Hundred Eighty Thousand Dollars ($180,000.00). All such
         payments are subject to the terms of the Directors Retirement Plan,
         including but not limited to, the limitation on benefits which applies
         in the event of Meeuwsen's death.

         6.    Unused Vacation. Within a reasonable period of time after the
         Effective Date, Bank Mutual shall pay Meeuwsen for any unused vacation
         time or floating holidays.

         7.    Stock Options. Bank Mutual agrees that the vesting of 16,000
         stock options scheduled to occur in the year 2004 shall accelerate and
         vest as of the Effective Date. Meeuwsen acknowledges that all of his
         vested stock options, issued pursuant to the Bank Mutual Stock Option
         Plan, must be exercised by July 31, 2004 or they will be extinguished.
         Meeuwsen further acknowledges that unvested stock options for 32,000
         shares and Management Recognition Plan awards of 26,800 shares shall be
         forfeited by him as of the Effective Date.

         8.    Acknowledgment of Full Compensation. Meeuwsen acknowledges that
         Bank Mutual has no prior obligation to pay Meeuwsen any form of
         severance pay and that no amounts are due and owing from Bank Mutual to
         Meeuwsen, other than those due under the Employment Agreement through
         the Effective Date or those agreed to pursuant to this Agreement.

         9.    Transactions in Bank Mutual Stock. Meeuwsen agrees to continue to
         comply with Bank Mutual's insider trading policies through the
         Effective Date, and will continue to comply thereafter with all
         securities laws and regulations which are, from time to time,
         applicable to him. Meeuwsen further agrees to be subject, for a period
         not to exceed ninety (90) days from the Effective Date, to the same
         extent as Bank Mutual's Executive Officers, to any trading restrictions
         such

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         Executive Officers agree to with Ryan Beck & Co., in connection with
         Bank Mutual's planned conversion to full public company status and
         related stock offering and in connection therewith to execute such
         documents, in the same form as other Executive Officers, as may
         reasonably be requested by Ryan Beck. In view of the pending
         transactions involving Bank Mutual stock, Meeuwsen further agrees that
         subsequent to the Effective Date through July 31, 2004, he will
         coordinate any sales of his Bank Mutual stock with Bank Mutual and Ryan
         Beck & Co. in order to provide for an orderly market for shares.

         10.   Noncompetition Agreement. Meeuwsen acknowledges that the
         Noncompetition Agreement remains in force, in accordance with its
         terms, and will continue to be so for a period of one year following
         the Effective Date.

         11.   Announcement. Bank Mutual and Meeuwsen agree that the initial
         public announcement of Meeuwsen's resignation will be made in the form
         of the press release attached to this Agreement as Exhibit 1.

         12.   Records. Meeuwsen will return all information and related
         reports, files, memoranda, records, credit cards, cell phones, card key
         passes, door and file keys, computer access codes, and any other
         physical and personal property that Meeuwsen received, prepared, or
         helped prepare in connection with his employment with Bank Mutual.

         13.   Release. For valuable consideration from Bank Mutual as stated
         above, Meeuwsen, for himself and his heirs, personal representatives,
         successors and assigns, hereby releases all claims of whatever nature
         (except, only, for claims, if any, of indemnification to which he may
         be entitled as a former employee, officer or Director) that he may have
         against Bank Mutual, its affiliates, subsidiaries, predecessors,
         successors, and assigns and its present, former or later insurers
         (except, he does not release claims, if any, he may have to coverage
         and indemnification under Bank Mutual's Directors and Officers
         liability insurance), agents, representatives, officers,
         administrators, directors, principals and employees (collectively
         "Releases"), which arise out of or are in any manner based upon or
         related to the employment relationship between Meeuwsen and Bank
         Mutual, and his separation from Bank Mutual, and from all other claims
         or liabilities of any nature whatsoever which have arisen from any
         occurrence, transaction, omission or communication which transpired or
         occurred at any time before or on the date of this Agreement; provided,
         however, that this Agreement will not prevent any party from asserting
         a claim against the other party in the event the other party breaches
         this Agreement.

         Without limitation to the foregoing, Meeuwsen specifically releases,
         waives and forever discharges the above-listed entities and persons
         from and against all liabilities, claims, actions, demands, damages and
         costs of every nature, whether known or unknown, asserted or
         unasserted, which arise under the Wisconsin Fair Employment Act;
         Wisconsin wage and hour laws; Title VII of the Civil Rights Act of
         1964, as amended; the Age Discrimination in Employment Act (29 U.S.C.

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         (S) 621 et seq.); the Americans with Disabilities Act; the Fair Labor
         Standards Act; the Pregnancy Discrimination Act; the Equal Pay Act;
         ERISA; state or federal parental, family and medical leave acts; or
         arising under any other local, state or federal statute, ordinance,
         regulation or order, or which involve a claim or action for wrongful
         discharge, breach of contract (express or implied) and/or any other
         tort or common law cause of action. This waiver and release does not
         affect those rights or claims that arise after the execution of this
         Agreement.

         14.   No Reapplication. Meeuwsen agrees not to reapply for employment
         with Bank Mutual.

         15.   Non-Disparagement. Bank Mutual agrees not make disparaging
         remarks or statements about Meeuwsen and Meeuwsen agrees not to make
         disparaging remarks or statements about Bank Mutual, its services or
         practices.

         16.   Binding Agreement. This Agreement shall be binding upon Meeuwsen
         and upon his heirs, administrators, representatives, executors,
         successors and assigns and shall inure to the benefit of the Releases
         and to their heirs, administrators, representatives, executors,
         successors and assigns.

         17.   Severability. It is understood and agreed that the provisions of
         this Agreement shall be deemed severable, and the invalidity or
         unenforceability of any one or more of the provisions herein shall not
         affect the validity and enforceability of the other provisions herein.

         18.   Complete and Exclusive Agreement. The parties understand and
         agree that this Agreement is final and binding and, together with the
         Noncompetition Agreement, constitutes the complete and exclusive
         statement of the terms and conditions of settlement, that no
         representations or commitments were made by the parties to induce this
         Agreement other than as expressly set forth herein and that this
         Agreement is fully understood by the parties. This Agreement may not be
         modified or supplemented except by a subsequent written agreement
         signed by the party against whom enforcement is sought.

         19.   Consideration Period. Meeuwsen represents that he has had the
         opportunity and time to consult with legal counsel concerning the
         provisions of this Agreement and that he has been given up to
         twenty-one (21) days to consider this Agreement. Meeuwsen understands
         and agrees to sign attached Exhibit 2 in final form within three (3)
         calendars days of the expiration of his seven-day revocation period and
         to return the executed Exhibit 2 to Bank Mutual promptly thereafter if
         he chooses not to revoke this Agreement.

         20.   Confidentiality. Meeuwsen agrees that he will not divulge
         proprietary or confidential information relating to Bank Mutual.

         21.   Acknowledgement. The undersigned parties acknowledge and agree
         that they have carefully read the foregoing document, that a copy of
         the document was

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         available to them prior to execution, that they understand its contents
         including its release of claims, that they have been given the
         opportunity to ask any questions concerning the Agreement and its
         contents, and have signed this Agreement as their free and voluntary
         act.

         22.   Applicable Law. Wisconsin law will apply in connection with any
         dispute or proceeding concerning this release.

         IN WITNESS WHEREOF, the parties herein executed this Resignation and
Separation Agreement as of the date first stated above.

                                      Bank Mutual Corporation, for itself and on
                                      behalf of its Affiliates and Subsidiaries

Date:  June 6, 2003                   By:   /s/ Michael T. Crowley, Jr.
                                          --------------------------------------
                                           Michael T. Crowley, Jr.,
                                           Chairman and Chief Executive Officer

                 CAUTION: THIS IS A RELEASE. BANK MUTUAL HEREBY
            ADVISES MEEUWSEN TO CONSULT WITH AN ATTORNEY AND READ IT
                 BEFORE SIGNING. THIS AGREEMENT MAY BE REVOKED
              IN WRITING BY MEEUWSEN WITHIN SEVEN (7) CALENDAR DAYS
              OF HIS EXECUTION OF THE DOCUMENT, AND THIS AGREEMENT
             WILL NOT BE EFFECTIVE OR BINDING ON EITHER PARTY UNTIL
                     THE EXPIRATION OF THIS SEVEN-DAY PERIOD

Dated:  June 6, 2003                     /s/ Michael D. Meeuwsen
                                       -----------------------------------------
                                       Michael D. Meeuwsen

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                                    EXHIBIT 1

                              FORM OF PRESS RELEASE

Contact: Bank Mutual Corporation
         NASDAQ:  BKMU
         Michael T. Crowley Jr.
         Chairman and Chief Executive Officer
         414-354-1500

                       MEEUWSEN TO RETIRE FROM BANK MUTUAL
       Thanked by Michael Crowley, Jr. CEO, for his Service to the Company

Milwaukee, Wisconsin
June 6, 2003

         Michael T. Crowley, Jr., Chairman and Chief Executive Officer of Bank
Mutual Corporation, and Michael D. Meeuwsen, President and Chief Operating
Officer of Bank Mutual Corporation, today jointly announced that Mr. Meeuwsen
would be retiring from Bank Mutual Corporation, effective July 31, 2003.

         "While we will certainly miss him and the insights and leadership he
has brought to Bank Mutual, we wish Mike Meeuwsen well," said Mr. Crowley, Jr.
"Mike's service in the union and integration of Mutual Savings Bank and First
Northern Savings Bank, and the other steps leading to our current full
conversion transaction have been invaluable. Mike Meeuwsen has been, and
continues to be, supportive of and loyal to Bank Mutual. We thank him for the
strength of First Northern which he brought to Bank Mutual and for his service
since the combination."

         "While departure is always difficult, I am leaving Bank Mutual with
nothing but pride in, and great satisfaction with, my years with Bank Mutual
Corporation," said Mr. Meeuwsen. "I have great respect for Bank Mutual
Corporation, its leadership and my associates. I am pleased that I have been
able to accomplish the goals to date which we have set, and leave the
organization when it is positioned for good things in the future."

         Mr. Meeuwsen continued, "Since the merger of Mutual Savings Bank and
First Northern Savings Bank into Bank Mutual and my related move to Milwaukee, I
have had the opportunity to reflect on what is best at this time for me and my
family. Upon that reflection, I decided that this would be an appropriate time
to move on. I believe it is also a good time in the history of Bank Mutual
Corporation for me to take this step, since it will permit the organization to
consider in an orderly way its future management structure. I leave Bank Mutual
with nothing but the highest regard for the people and its

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future. I intend to remain a shareholder of and to use Bank Mutual as my bank of
choice."

         Mr. Meeuwsen will remain a director and an executive officer of Bank
Mutual Corporation until his departure. At that time, Michael T. Crowley, Jr.
will assume the additional position of President. The corporation did not
announce any immediate plans to replace Mr. Meeuwsen on the board of directors.
Bank Mutual Corporation also stated that it did not expect Mr. Meeuwsen's
departure to affect its current plans, strategies or day to day operations.

         Bank Mutual Corporation common stock is traded on The NASDAQ Stock
Market(R) under the symbol "BKMU". The Company, the MHC and the Bank are
headquartered in the Milwaukee suburb of Brown Deer, Wisconsin. The Company is
the fifth largest banking institution headquartered in Wisconsin, with year end
assets of $2.8 billion. Its subsidiary bank, Bank Mutual, operates 69 offices in
the state of Wisconsin and one office in Minnesota.

Cautionary Statements

         The discussions in this press release which are not historical
statements contain forward-looking statements that involve risk and
uncertainties. Statements which are not historical statements include those in
the future tense or which use terms such as "believe," "expect," and
"anticipate." Actual future results could differ in important and material ways
from those discussed. Many factors could cause or contribute to such
differences. The Company's periodic filings with the Securities and Exchange
Commission discuss a number of other factors which may affect its future
operations. These factors include changing interest rates, changes in demand for
loans or other services, competition from other institutions, the results of our
lending activities and loan loss experience and the related integration of our
operations, general economic and political developments, and other factors
discussed in those filings.

                                        #

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                                    EXHIBIT 2

                          SEVEN DAY RIGHT TO REVOCATION
                               ACKNOWLEDGMENT FORM

         I, Michael D. Meeuwsen, hereby acknowledge that Bank Mutual Corporation
has tendered a Resignation and Separation Agreement which I voluntarily agreed
to accept on ______________, 2003, a date at least seven calendar days prior to
today's date.

         I certify that seven calendar days have elapsed since my voluntary
acceptance of the above-referenced offer (i.e., seven calendar days have elapsed
since the above date), and that I have voluntarily chosen not to revoke my
acceptance of the above-referenced Resignation and Separation Agreement.

         Signed this ___ day of _____________, 2003 at ___________, ___________.

                                                    ____________________________
                                                     Michael D. Meeuwsen

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