FIRST BANKING CENTER, INC.

                              400 Milwaukee Avenue
                           Burlington, Wisconsin 53105
                                 (262) 763-3581

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                 APRIL 17, 2001

To the Stockholders of First Banking Center, Inc.

Notice is hereby given that the Annual Meeting of  Stockholders of First Banking
Center,  Inc.,  Burlington,  Wisconsin,  pursuant  to  action  of the  Board  of
Directors, will be held at the Banking House, 400 Milwaukee Avenue,  Burlington,
Wisconsin,  on the 17th day of April,  2001,  at 1:30 P.M.  for the  purpose  of
considering and voting upon the following matters:

    I.)     Election of 3 directors as described in the accompanying Proxy
            Statement.

   II.)     Ratification of a proposed amendment of the 1994 Incentive Stock
            Plan as described in the accompanying Proxy Statement.

  III.)     Such other business as many properly come before the meeting or
            any adjournments thereof.

Only  stockholders  of record at the close of  business on March 2, 2001 will be
entitled to notice of and to vote at the Annual  Meeting of April 17,  2001,  or
any adjournment(s) thereof.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ John S. Smith

John S. Smith
Secretary

Burlington, Wisconsin
March 16, 2001

YOU ARE REQUESTED TO PLEASE FILL IN, SIGN,  DATE AND RETURN THE PROXY  SUBMITTED
HEREWITH IN THE ENCLOSED ENVELOPE. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR
RIGHT TO REVOKE  SUCH  PROXY OR TO VOTE IN  PERSON  SHOULD  YOU LATER  DECIDE TO
ATTEND THE MEETING.

                                 REVOCABLE PROXY
                           FIRST BANKING CENTER, INC.

This Proxy is solicited by the Board of Directors of First Banking Center,  Inc.
For The Annual Meeting of Stockholders April 17, 2001.

The undersigned hereby constitutes and appoints Carol Lois and Ted Costoff,  and
each of them, with full power to act alone and with power of substitution, to be
the true and lawful  attorney and proxy of the undersigned to vote at the Annual
Meeting of Shareholders of First Banking Center,  Inc. to be held at the Banking
House,  400 Milwaukee  Avenue,  Burlington,  Wisconsin on April 17, 2001 at 1:30
P.M.,  or  at  any  adjournment(s)  thereof,  the  shares  of  stock  which  the
undersigned would be entitled to vote at that meeting and at any  adjournment(s)
thereof, as indicated below. The undersigned hereby revokes any proxy heretofore
given and ratifies all that said attorneys and proxies or their  substitutes may
do by virtue hereof.

[X] PLEASE MARK VOTES
    AS IN THIS EXAMPLE

1. ELECTION OF DIRECTORS

The three persons  listed below have been nominated for election as directors as
discussed in the Proxy Statement dated March 16, 2001 attached hereto:

  David Boilini              Thomas Laken, Jr.             Daniel T. Jacobson

                                With-    For All
                         For    hold     Except
                         |  |   |  |     |  |

INSTRUCTIONS:  To withhold authority for any individual  nominee,  mark "For All
Except" and write that nominee's name in the space provided below.

THE BOARD OF DIRECTORS  RECOMMENDS A VOTE FOR THE ELECTION OF THE THREE  PERSONS
LISTED ABOVE.

2.  RATIFICATION OF THE PROPOSED  AMENDMENT OF THE 1994 INCENTIVE STOCK PLAN, AS
    DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.

                         For    Against  Abstain
                         |  |   |  |     |  |

THE  BOARD OF  DIRECTORS  RECOMMENDS  A VOTE FOR  RATIFICATION  OF THE  PROPOSED
AMENDMENT OF THE 1994 INCENTIVE STOCK PLAN


Please be sure to sign and date
this Proxy in the box below

       -------------------------------
       Date
       -------------------------------
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Stockholder sign above               Co-holder (if any) sign above

If any additional matters are properly presented, the persons named in the proxy
will have the  discretion to vote in accordance  with their own judgment in such
matters.  THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED  PRIOR  TO ITS  EXERCISE  BY  WRITTEN  NOTICE  TO THE  SECRETARY  OF THE
CORPORATION  OR BY  SUBMITTING A LATER-DATED  PROXY,  OR BY ATTENDING THE ANNUAL
MEETING.  THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS  GIVEN BY THE
STOCKHOLDER, BUT IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED TO ELECT
THE 3 PERSONS  LISTED ABOVE AND FOR  RATIFICATION  OF THE  AMENDMENT OF THE 1994
INCENTIVE STOCK PLAN.

The above signed hereby acknowledges receipt of the Notice of Annual Meeting and
the Proxy Statement both dated March 16, 2001 and enclosed  herein.  Please sign
your  name  exactly  as it  appears  on  the  Proxy.  In  signing  as  Executor,
Administrator,  Personal Representative,  Guardian, Trustee, or Attorney, please
add your title as such. All joint owners should sign.

           PLEASE ACT PROMPTLY SIGN, DATE & MAIL YOUR PROXY CARD TODAY

HAS YOUR ADDRESS CHANGED?

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