EXHIBIT A

              PROPOSED ARTICLE VII OF THE ARTICLES OF INCORPORATION
                          OF FIRST BANKING CENTER, INC.

                                   ARTICLE VII

The  business  and  affairs  of the  Corporation  shall be managed by a Board of
Directors. The number of directors shall be not less than five (5) nor more than
twenty-five  (25),  the  exact  number  to be  determined  from  time to time by
resolution  adopted by  affirmative  vote of a  majority  of  Directors  then in
office.  The directors shall be divided into three classes,  designated Class I,
Class II and Class III,  and the term of office of directors of each class shall
be  three  years  following  the  initial  term of one  (1),  year  for  Class I
Directors, two(2) years for Class II Directors and three (3) years for Class III
Directors.  Each class shall consist, as nearly as possible, of one-third of the
total number of directors  constituting  the entire Board of  Directors.  If the
number of directors is changed by resolution of the Board of Directors  pursuant
to this Article VII, any  increase or decrease  shall be  apportioned  among the
classes so as to maintain the number of directors in each class as  nearly equal
as possible,  but in no case   shall a decrease in the number directors shorten 
the term of any incumbent director.

A director  shall hold office until the Annual Meeting for the year in which his
term expires and until his  successor  shall be elected and shall  qualify.  Any
newly created directorship resulting from an increase in the number of directors
and any other vacancy on the Board of Directors, however caused, shall be filled
by the vote of a majority of the directors  then in office,  provided,  however,
that if the  number of  directors  is  increased,  not more than two such  newly
created  directorships  may be filled by the  directors  in any  period  between
Annual Meetings of shareholders.  Any director so elected to fill any vacancy in
the Board of Directors, including a vacancy created by an increase in the number
of directors, shall hold office for the remaining term of directors of the class
to which he has been elected and until his successor  shall be elected and shall
qualify.