SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (Amendment No. ____)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

THE MIDDLETON DOLL COMPANY
(Name of Registrant as Specified in its Charter)

---------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

THE MIDDLETON
DOLL COMPANY

April 5, 2002

Dear Shareholder:

On behalf of the Board of Directors and management of The Middleton Doll
Company (the "Company"), we cordially invite you to attend the Annual Meeting of
Shareholders of the Company, to be held at 4:00 p.m. on Thursday, May 2, 2002,
in the Superior Room of the Milwaukee Athletic Club, 758 North Broadway,
Milwaukee, Wisconsin. The accompanying Notice of Annual Meeting of Shareholders
and Proxy Statement discuss the business to be conducted at the meeting. A copy
of the Company's Annual Report on Form 10-K is also included in this booklet. At
the meeting we shall report on Company operations and the outlook for the year
ahead.

Your Board of Directors has nominated four persons to serve as directors,
each of whom are incumbent directors. In addition, the Proxy Statement contains
a proposal to ratify or reject the selection of Virchow, Krause & Company, LLP
as the independent certified public accountants to audit the financial
statements of the Company for the year ending December 31, 2002.

The Board of Directors recommends that you vote your shares for the
director nominees and to ratify the selection of Virchow, Krause & Company, LLP
as the independent certified public accountants.

We encourage you to attend the meeting in person. Whether or not you plan
to attend, however, please complete, sign and date the enclosed proxy and return
it in the accompanying postage-paid return envelope as promptly as possible.
This will ensure that your shares are represented at the meeting.

We look forward with pleasure to seeing and visiting with you at the
meeting.

Very truly yours,

THE MIDDLETON DOLL COMPANY

/s/ George R. Schonath

George R. Schonath
President and Chief Executive Officer

THE MIDDLETON
DOLL COMPANY

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 2, 2002

TO THE SHAREHOLDERS OF THE MIDDLETON DOLL COMPANY

Notice is hereby given that the Annual Meeting of Shareholders of The
Middleton Doll Company (the "Company"), will be held in the Superior Room of the
Milwaukee Athletic Club, 758 North Broadway, Milwaukee, Wisconsin, on Thursday,
May 2, 2002 at 4:00 p.m., for the purpose of considering and voting upon the
following matters:

1. To elect four (4) directors, two (2) of whom will be elected by
holders of the Preferred Stock, to hold office until the next annual
meeting of shareholders and until their successors are duly elected and
qualified.

2. To ratify or reject the selection of Virchow, Krause & Company, LLP
as the independent certified public accountants to audit the financial
statements of the Company for the year ending December 31, 2002.

3. To consider and act upon such other business as may properly come
before the meeting or any adjournment or postponements thereof.

The Board of Directors is not aware of any other business to come before
the meeting. Shareholders of record at the close of business on March 20, 2002,
are the shareholders entitled to vote at the meeting and any adjournments or
postponements thereof.

By Order of the Board of Directors

/s/ George R. Schonath

George R. Schonath
President and Chief Executive Officer

Pewaukee, Wisconsin
April 5, 2002

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.

THE MIDDLETON
DOLL COMPANY

W239 N1700 Busse Road
Waukesha, Wisconsin 53188-1160

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 2002

This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of The Middleton Doll Company (the "Company")
of proxies to be used at the annual meeting of shareholders which will be held
in the Superior Room of the Milwaukee Athletic Club, 758 North Broadway,
Milwaukee, Wisconsin, on Thursday, May 2, 2002 at 4:00 p.m., and all
adjournments or postponements thereof (the "Annual Meeting"), for the purposes
set forth in the attached Notice of Annual Meeting of Shareholders.

Voting Rights and Proxy Information

Execution of a proxy given in response to this solicitation will not affect
a shareholder's right to attend the Annual Meeting and to vote in person.
Presence at the Annual Meeting of a shareholder who has signed a proxy does not
in itself revoke a proxy. Any shareholder giving a proxy may revoke it at any
time before it is exercised by giving notice thereof to the Company in writing
or in open meeting. This proxy statement and the enclosed form of proxy are
being mailed to shareholders on or about April 5, 2002.

All shares of Common Stock and Preferred Stock represented at the meeting
by properly executed proxies received prior to or at the meeting, and not
revoked, will be voted at the meeting in accordance with the instructions
thereon. The shares represented by executed but unmarked proxies will be voted
FOR the persons nominated for election as directors, FOR the ratification of the
selection of Virchow, Krause & Company, LLP (the "Independent Auditors") as the
independent certified public accountants for the year ending December 31, 2002
and on such other business or matters which may properly come before the Annual
Meeting in accordance with the best judgment of the persons named as proxies in
the enclosed form of proxy.

A majority of the shares of Common Stock, 6-2/3 cents par value (the
"Common Stock"), and the Series A Adjustable Rate Cumulative Preferred Stock,
$.01 par value (the "Preferred Stock"), as one class, present in person or
represented by proxy and entitled to vote, shall constitute a quorum for
purposes of the meeting. Abstentions and broker non-votes will be counted for
purposes of determining a quorum but will not affect the vote required for
approval of the election of directors or any proposal. Other than the election
of directors and the ratification of the Independent Auditors, the Board has no
knowledge of any matters to be presented for action by the shareholders at the
Annual Meeting.

Only holders of record of Common Stock and Preferred Stock at the close of
business on March 20, 2002, are entitled to vote at the Annual Meeting and at
any adjournment or postponement thereof. Holders of Preferred Stock are entitled
to vote, as a separate voting class, for the election of two (2) directors of
the Company. In addition to a quorum of the shares of Common Stock and Preferred
Stock, as one class, a separate quorum representing a majority of the shares of
Preferred Stock shall be necessary in connection with the voting for such
directors. In addition, holders of Preferred Stock are entitled to vote with
holders of Common Stock, as one voting class, for the election of the remaining
two (2) directors of the Company and for the ratification of the Independent
Auditors. On March 20, 2002, the Company had outstanding and entitled to vote
3,727,589 shares of Common Stock and 674,191 shares of Preferred Stock. The
record holder of each outstanding share is entitled to one vote.

The Board of Directors would like to have all shareholders represented at
the meeting. Whether or not you plan to attend, please complete, sign and date
the enclosed proxy and return it in the accompanying postpaid return envelope as
promptly as possible. A proxy given pursuant to this solicitation may be revoked
at any time before it is voted. Proxies may be revoked by: (i) duly executing
and delivering to the Secretary of the Company a later dated proxy relating to
the same shares prior to the exercise of such proxy, (ii) filing with the
Secretary of the Company at or before the meeting a written notice of revocation
bearing a later date than the proxy, or (iii) attending the meeting and voting
in person (although attendance at the meeting will not in and of itself
constitute revocation of a proxy). Any written notice revoking a proxy should be
delivered to Susan J. Hauke, Secretary, at W239 N1700 Busse Road, Waukesha,
Wisconsin 53188-1160.

Proposal No. 1 - ELECTION OF DIRECTORS

At the Annual Meeting, the holders of Preferred Stock will elect, voting as
a separate class, two (2) directors of the Company to hold office until the next
annual meeting and until their successors are duly elected and qualified. Unless
the holders of Preferred Stock otherwise specify, the shares represented by the
proxies received for the election of two (2) directors will be voted in favor of
the election as directors of Salvatore L. Bando and David A. Geraldson. The
holders of the Common Stock and the Preferred Stock will elect, voting as one
class, two (2) directors of the Company to hold office until the next annual
meeting and until their successors are duly elected and qualified. Unless the
shareholders otherwise specify, the shares represented by the proxies received
for the election of two (2) directors will be voted in favor of the election as
directors of Peter A. Fischer and George R. Schonath.

Proxies of holders of Common Stock cannot be voted for more than two (2)
persons and proxies of holders of Preferred Stock cannot be voted for more than
four (4) persons. The Board has no reason to believe that any of the listed
nominees will be unable or unwilling to serve as director if elected. However,
in the event that any of the nominees should be unable or for good cause
unwilling to serve, the shares represented by proxies received will be voted for
substitute nominees selected by the Board. Directors will be elected by a
plurality of the votes cast at the Annual Meeting (assuming a quorum is
present). Consequently, any shares not voted at the Annual Meeting, whether due
to abstentions, broker non-votes or otherwise, will have no impact on the
election of directors. Votes will be tabulated by inspectors of election
appointed by the Board.

The Company's by-laws provide for five (5) directors. However, Mr. Robert
A. Cooper, a director for fifteen years, has elected not to stand for
re-election to the Board leaving a vacancy. The Board of Directors has the
discretion to either amend the by-laws to reduce the number of directors to four
(4) or to appoint a new director to fill the vacancy who would serve until the
next annual meeting of shareholders. The Board expects to make its determination
in the near future following the meeting.

The following table sets forth certain information about the Board's
nominees for election as directors of the Company. Except as otherwise noted,
each nominee has engaged in the principal occupation or employment and held the
offices shown for more than the past five years. The table provides information
as of February 28, 2002, as to the age, principal occupation, background for at
least the last five years and period of service as a director for each person.

- --------------------------------------------------------------------------------
Principal Occupation;
Director Office, if any, Held in the Company;
Name Since Age Other Directorships
- ------------------ -------- ----- -------------------------------------------
Salvatore L. Bando 1999 58 Retired, formerly Special Assistant to the
President of the Milwaukee Brewers from
September, 1999 to November, 2001. Senior
Vice President of Baseball Operations for
the Milwaukee Brewers from 1991 to 1999.
Director of InvestorsBancorp, a bank
holding company, from 1997 to 1999.
Previously a director of the Company from
1980 until 1997 and an officer of the
Company from 1980 until 1991.

Peter A. Fischer 1983 59 Associate Pastor of Portview Christian
Center, Port Washington, Wisconsin since
1992; a former Director, and from 1981 to
1989, the President and Chief Executive
Officer of Medalist Industries, Inc. (a
manufacturer of industrial and consumer
products).

David A. Geraldson 1983 71 President since 1993 and prior thereto
Secretary and Treasurer of Precision Gears,
Inc. (a manufacturer of gears, splined
shafts, speed reducers and worm gear
winches).

George R. Schonath 2001 61 President and Chief Executive Officer of
the Company since 1997; Chairman of the
Board and Chief Executive Officer of the
Company from 1983 to 1997; President, Chief
Executive Officer and director of
InvestorsBancorp, Inc. and InvestorsBank
since they were established in 1997
- --------------------------------------------------------------------------------

All of the Company's directors will hold office until the next annual
meeting of shareholders and until their respective successors are duly elected
and qualified. There are no arrangements or understandings between the Company
and any other person pursuant to which any of the Company's directors have been
selected for their respective positions.

THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND
URGES THE HOLDERS OF PREFERRED STOCK TO VOTE "FOR" MESSRS. BANDO AND GERALDSON
AND URGES EACH SHAREHOLDER TO VOTE "FOR" MESSRS. FISCHER AND SCHONATH. SHARES
REPRESENTED AT THE ANNUAL MEETING BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED
"FOR" ALL APPROPRIATE NOMINEES.

BOARD OF DIRECTORS

The Board has standing Compensation and Audit Committees, but does not have
a nominating committee. The Compensation Committee, which presently consists of
Messrs. Fischer, Geraldson, Bando and Mr. Robert A. Cooper had one meeting
during the year ended December 31, 2001. The Compensation Committee approves all
matters relating to the compensation of the Company's directors and officers,
including salary rates, participation in any incentive bonus plans, fringe
benefits, and other forms of compensation, and approves the grant of stock
options under the Company's 1997 Stock Option Plan and 1993 Incentive Stock
Option Plan.

The Audit committee, which presently consists of Messrs. Geraldson, Bando,
Fischer and Mr. Robert A. Cooper held one meeting in the year ended December 31,
2001. All of the members of the Audit Committee are independent (as independence
is defined in the listing standards of the National Association of Securities
Dealers, Inc). The Audit Committee reviews with the Company's independent
auditors the plan and scope of their audit, findings and conclusions of their
auditing engagement, the Company's procedures for internal auditing, the
adequacy of the Company's system of internal controls and the accounting
principles and policies of the Company; evaluates the independence of the
independent auditors and the quality of the professional services provided by
the independent auditors and recommends to the Board the engagement,
continuation or discharge of the independent auditors. The Board of Directors
has adopted a written charter for the Audit Committee.

The Board held four (4) meetings in the year ended December 31, 2001. Each
director attended at least 75% of the aggregate of (a) the total number of
meetings of the Board and (b) the total number of meetings held by all
committees of the Board on which he served.

Directors, who are not Company employees, were paid an annual retainer fee
of $10,000 plus a $1,000 fee for each meeting of the Board or a committee
attended.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock at February 28, 2002, by each
person known by the Company to be the beneficial owner of more than five (5)
percent of the outstanding Common Stock, by each director or nominee, by each
executive officer named in the Summary Compensation Table set forth below, and
by all directors and executive officers of the Company as a group. Except as of
otherwise indicated, the named individuals have sole power to vote and dispose
of such shares.

Amount and Nature of Beneficial Ownership

Amount and
Name of Nature of Beneficial Percent
Beneficial Owner(1) Ownership(2) of Class
------------------- -------------------- --------

George R. Schonath 207,722(3) 5.6%
Salvatore L. Bando 175,362(4) 4.7%
Robert A. Cooper 32,100(5) *
Peter A. Fischer 33,033(6) *
David A. Geraldson 93,950(7) 2.5%
All executive officers
and directors as a
group (9 persons) 708,155(8) 19.0%

* Less than one percent (1%).

(1) The address of each person identified in this table is W239 N1700
Busse Road, Waukesha, Wisconsin 53188-1160.
(2) Includes the following shares subject to stock options which were
exercisable as of or within sixty (60) days of February 28, 2002: all
directors and executive officers as a group, 8,800 shares. Options to
purchase 203,445 shares are not included in the amounts listed in the
table because they are held by Mr. Schonath's daughters' irrevocable
trusts. Mr. Schonath disclaims any beneficial ownership of the
options.
(3) Includes (a) 186,375 shares held by the Schonath Family Partnership
for which Mr. Schonath is Managing Partner and (b) 21,347 shares held
by InvestorsBank's 401(k) profit sharing plan on behalf of Mr.
Schonath. Does not include (a) 60,284 shares held in irrevocable
trusts for the benefit of his daughters, (b) 203,445 shares subject to
stock options that are held in irrevocable trusts for the benefit of
his daughters and (c) 872 shares held directly by his daughters.
(4) Includes (a) 59,818 shares held jointly with or by spouse (shared
voting and dispositive power) and (b) 8,863 shares held by
InvestorsBank's 401(k) profit sharing plan on behalf of this
individual.
(5) Includes 1,100 shares held jointly with or by spouse (shared voting
and dispositive power).
(6) Includes (a) 11,324 shares held jointly with or by spouse (shared
voting and dispositive power) and (b) 12,257 shares held by a Keogh
plan on behalf of this individual.
(7) Includes (a) 10,747 shares held jointly with or by spouse (shared
voting and dispositive power) and (b) 66,058 shares owned by the
Precision Gears, Inc. profit sharing plan for which Mr. Geraldson acts
as co-trustee (shared voting and dispositive power).
(8) Assumes the exercise of all options which were currently exercisable
as of or exercisable within 60 days of February 28, 2002. Excludes
shares held for other employees by InvestorsBank's 401(k) profit
sharing plan, for which Mr. Schonath is a trustee and may be deemed to
have shared voting power.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's executive officers
and directors and persons who own more than 10% of the Common Stock to file
reports of ownership with the Securities and Exchange Commission and with the
National Association of Securities Dealers, Inc. Such persons are also required
to furnish the Company with copies of all Section 16(a) forms they file. Mr.
Timothy R. Voss, Senior Vice President of the Company, filed one late Form 3.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation paid
for the last three years to the Company's President and Chief Executive Officer.
There were no other executive officers of the Company whose aggregate salary and
bonus exceeded $100,000 for the year ended December 31, 2001. The person named
in the table below is sometimes referred to herein as the named executive
officer.

Summary Compensation Table

Long Term
Annual Compensation Compensation Awards
(a) (b) (c) (d) (e) (f) (g) (h)
Securities
Name and Other Restricted Underlying All
Principal Salary Annual Stock Option/ Other
Position Year (1) Bonus Compensation Awards SARs Compensation
--------- ---- ------ ----- ------------ ---------- ---------- ------------

George R. Schonath, 2001 $220,000 $ --- $ --- $ --- --- $78,979(2)
President and Chief 2000 $220,000 $ --- $ --- $ --- --- $68,680
Executive Officer 1999 $180,000 $112,000 $ --- $ --- --- $56,412

(1) Includes amounts deferred under the Company's 401(k) plan.

(2) Consists of (a) $74,527 for the Company's contribution for supplemental retirement benefits and (b)
$4,452 for the Company's contribution to the 401(k) profit sharing plan.

1993 Incentive Stock Option Plan

The Company has in effect the Bando McGlocklin Capital Corporation 1993
Incentive Stock Option Plan (the "1993 Plan") pursuant to which there are
outstanding options to purchase an aggregate of 11,000 shares held by a vice
president of the Company. No options were granted in 2001 under the 1993 Plan.
As of December 31, 2001, there were 89,000 shares of Common Stock available for
issuance under the 1993 Plan. The Compensation Committee does not intend to
issue any additional options under the 1993 Plan. Mr. Schonath holds no options
under this plan.

1997 Stock Option Plan

The Company has in effect the 1997 Plan pursuant to which there are
outstanding options to purchase an aggregate of 203,445 shares. The options were
originally granted to George R. Schonath in 1997 and subsequently gifted by him
to his daughters' irrevocable trusts. He holds no options under the 1997 Plan.
No options were granted in 2001 under the 1997 Plan. As of December 31, 2001
there were 16,555 options available for issuance under the 1997 Plan.

Compensation Committee Interlocks and Insider Participation

In May 2001, the Compensation Committee considered the compensation
packages of Mr. George R. Schonath and Mr. Jon McGlocklin, currently a vice
president of the Company. The Compensation Committee is

composed of Robert A. Cooper, David A. Geraldson, Salvatore L. Bando and Peter
A. Fischer. No member of the Compensation Committee is a current or former
officer or employee of the Company or any of its subsidiaries except for Mr.
Bando who was a former officer of the Company. Messrs. McGlocklin and Schonath
do not participate in decisions regarding their respective compensation.

Compensation Committee Report

The Compensation Committee of the Board is responsible for all aspects of
the Company's compensation package offered to its executive officers, including
the named executive officer. The Compensation Committee determines the
compensation package (including the grant of stock options pursuant to the 1997
Plan) to be paid to each executive officer.

Executive Compensation Policies. The Company's executive compensation
program is intended to establish a relationship between compensation and the
Company's business strategies as well as the Company's goal of maintaining and
improving profitability and maximizing long-term shareholder value. The focus of
compensation decisions is on the achievement of long-term performance objectives
as opposed to the attainment of short-term, narrowly defined goals. The focus on
long-term performance objectives is intended to avoid unwarranted adjustments in
executive compensation based solely on short-term swings (either up or down) in
the Company's markets.

In recommending and establishing levels of executive compensation, it is
the policy of the Compensation Committee to (a) offer competitive compensation
packages in order to attract and retain key executive officers crucial to the
Company's long-term success; (b) provide, on a limited basis, performance-based
compensation opportunities (including equity-based awards) which allow executive
officers to earn rewards for long-term strategic management and the enhancement
of shareholder value; (c) establish a relationship between executive
compensation and the Company's annual and long-term strategic goals; and (d)
provide compensation programs which recognize and reward individual initiative
and achievement.

Executive Compensation Package. As reflected under the Summary Compensation
Table, the Company's executive compensation package consists primarily of
salary, a payment to Mr. Schonath of supplemental retirement benefits, and, to a
limited extent, bonus awards and stock option grants, as well as benefits under
the employee benefits plans offered by the Company.

The Compensation Committee awarded a base salary to its Chief Executive
Officer for the year ended December 31, 2001 of $220,000 and a payment of
supplemental retirement benefits of $78,979. No bonus or stock options were paid
or granted to Mr. Schonath for the year ended December 31, 2001.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), limits deductibility for federal income tax purposes of compensation in
excess of $1 million paid to the Chief Executive Officer and certain executive
officers unless certain requirements are met. The Compensation Committee does
not believe that in the foreseeable future the annual compensation of any
executive officer will be subject to the limit.

The Middleton Doll Company
Compensation Committee Members

Salvatore L. Bando
Robert A. Cooper
David A. Geraldson
Peter A. Fischer

AUDIT COMMITTEE REPORT

Pursuant to its written charter, the Audit Committee ("Committee") oversees
the Company's financial reporting process on behalf of the Board of Directors.
Management has the primary responsibility for the financial statements and the
reporting process, including the systems of internal controls. In fulfilling its
oversight responsibilities, the Committee reviewed the audited financial
statements in the Annual Report with management,

including a discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.

The Committee reviewed with the Independent Auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of the Company's accounting principles
and such other matters as are required to be discussed with the Committee under
generally accepted auditing standards. In addition, the Committee discussed with
the Independent Auditors the auditors' independence from management and the
Company, including the matters in the written disclosures required by the
Independence Standards Board and considered the compatibility of non-audit
services provided by the auditors to the Company with their independence.

The Committee discussed with the Independent Auditors the overall scope and
plans for their audit of the Company's consolidated financial statements. The
Committee meets with the Independent Auditors, with and, as deemed advisable,
without management present, to discuss the results of their examination, their
evaluation of the Company's internal controls, and the overall quality of the
Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board of Directors has accepted
that recommendation) that the audited financial statements be included in the
Annual Report on Form 10-K for the fiscal year ended December 31, 2001 for
filing with the Securities and Exchange Commission. The Committee and the Board
have selected, subject to shareholder ratification, the Company's Independent
Auditors.

The Middleton Doll Company
Audit Committee

Salvatore L. Bando
Robert A. Cooper
David A. Geraldson
Peter A. Fischer

PERFORMANCE INFORMATION

The following graph compares on a cumulative basis changes since December
31, 1996 in (a) the total shareholder return on the Common Stock, (b) the total
return of companies in the Nasdaq Stock Market Index ("Nasdaq U.S."), and (c)
the total shareholder return of companies in the Nasdaq Stocks Miscellaneous
Investing Index ("Nasdaq MI") consisting of a peer group of publicly-traded
REITs. The total return information presented in the graph assumes the
reinvestment of dividends. The graph assumes $100 was invested on December 31,
1996 in Common Stock, the Nasdaq U.S. and the Nasdaq MI.

$350.00
$300.00
$250.00 [GRAPHIC OMITTED]
$200.00
$150.00
$100.00
$ 50.00
$ - ----------------------------------------------------------------------
12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01

The Middleton Doll
Company $100.00 $121.00 $109.30 $117.50 $ 98.80 $ 99.70
Nasdaq U.S. $100.00 $122.50 $172.70 $320.80 $193.00 $153.10
Nasdaq MI $100.00 $129.20 $109.80 $125.70 $ 78.10 $104.50

(1) During the period from December 31, 1995 to December 31, 1996, the Company
was registered under the Investment Company Act of 1940 as a closed-end
investment company, but its shares of Common Stock were traded on the
Nasdaq Stock Market. As of January 1, 1997, the Company became a reporting
company under the Securities Exchange Act of 1934, as amended, and its
shares of common stock are still traded on the Nasdaq Stock Market.

RELATED PARTY TRANSACTIONS

The Company and InvestorsBancorp, Inc., a one-bank holding company,
together with its wholly-owned subsidiary, InvestorsBank, share common offices
and personnel. George R. Schonath is the President and Chief Executive Officer,
a director and beneficial owner of 47% of the issued and outstanding common
stock of InvestorsBancorp and is a director, President and Chief Executive
Officer of InvestorsBank (the "Bank"). In addition, Susan J. Hauke, Vice
President Finance and Secretary of the Company, is Vice President Finance and
Secretary of InvestorsBancorp and Vice President Finance and Treasurer of the
Bank. Joseph C. Martin, Senior Vice President of the Company, is also a Senior
Vice President of InvestorsBancorp and the Bank. Jon McGlocklin, Vice President
of the Company, is a director of InvestorsBancorp and the Bank.

The Company and the Bank are parties to a "Management Services and
Allocation of Expenses Agreement" (the "Management Agreement") pursuant to which
the Bank manages the loan portfolio of the Company, manages the Company's leased
real estate, and provides additional bookkeeping, accounting and Securities and
Exchange Commission ("SEC") reporting services. For the loan management
services, the Company pays the Bank a fee equal to 0.25% of the principal amount
of loans under management. For leased property management fees, the Company pays
the Bank a fee equal to 6% of the rents collected on the Company's leased real
estate. In addition, the Company reimburses the Bank for certain salary and
benefits of Bank employees who spend part or all of their time on Company
bookkeeping, accounting and SEC reporting matters, and pays one-half of the
salary and benefits of the person who serves as receptionist for both the Bank
and the Company. In 2001, the Company paid the Bank approximately $311,000 in
loan management fees, approximately $175,000 in leased real estate management
fees and approximately $122,000 in reimbursed employee expenses and benefits.
Also, the Company and the Bank allocate certain common overhead expenses between
them. In 2001, the total common overhead expenses were approximately $148,000,
of which the Company's share was $74,000. Management believes

that the fee arrangement with the Bank under the Management Agreement is
comparable to what would have been charged by an unrelated third party.

The Bank leases space for its main offices from the Company. The annual
rent payable by the Bank under the lease, including real estate taxes and leased
furnishings, is approximately $112,000, which, except for annual rent of
$58,000, represents the Bank's pro rata share of the Company's occupancy
expense. Management believes the terms of the lease with the Bank are on
substantially the same terms and conditions as could be obtained from an
unrelated third party.

The Company purchased loan participations from the Bank from time to time
during 2001. Additional transactions may be expected to take place in 2002 and
future years. All outstanding loans, commitments to loans, transactions and
repurchase agreements and loan participations and servicing relationships, in
the opinion of Management, were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and did
not involve more than the normal risk of collectibility or present other
unfavorable features.

In 2000, the Company loaned $2,500,000 to InvestorsBancorp, Inc. pursuant
to an unsecured subordinated loan maturing April 30, 2010 with quarterly
interest payments at prime plus two percent. The Company believes the loan terms
on this note are on substantially the same terms and conditions as could be
obtained from unrelated third parties.

George R. Schonath, the Company's President and Chief Executive Officer,
owns 1% of the voting stock of Lee Middleton Original Dolls, Inc. ("LMOD"). The
Company owns the remaining 99% of LMOD.

Proposal No. 2- Ratification of Appointment of Independent Auditors

The Board of Directors has appointed the firm of Virchow, Krause & Company,
LLP as independent auditors to audit the books, records, and accounts of the
Company and its subsidiaries for the year ending December 31, 2002, and proposes
that the shareholders ratify such appointment. Virchow, Krause & Company, LLP
acted as independent auditors for the year ended December 31, 2001. A
representative of Virchow, Krause & Company, LLP is expected to attend the
Annual Meeting, and will have the opportunity to make a statement and will be
available to respond to appropriate questions.

The vote necessary to ratify the appointment of independent auditors is
governed by Section 180.0725(3) of the Wisconsin Business Corporation Law, which
provides that a matter will be approved if a quorum is present and the number of
votes cast in favor of the matter exceed the number of votes cast in opposition
thereto. Accordingly, a shareholder will be deemed "present" at the Meeting by
proxy because the shareholder has returned a proxy (even if the proxy card
contains no instructions as to voting with respect to the ratification of the
appointment of independent auditors, abstains from voting thereon, or
constitutes a broker non-vote with respect thereto). Assuming a quorum is
present, abstentions and broker non-votes will not affect the vote required to
ratify the appointment of Virchow, Krause & Company, LLP as independent
auditors.

Audit Fees

The aggregate fees billed by Virchow, Krause & Company, LLP for
professional services rendered for the audit of the Company's annual financial
statements for the fiscal year ended December 31, 2001 and the review of the
financial statements included in the Company's Forms 10-Q were $136,830.

Financial Information Systems Design and Implementation Fees

The fees billed by Virchow, Krause & Company, LLP for professional services
rendered in connection with financial systems design and implementation for the
fiscal year ended December 31, 2001 was $859.

All Other Fees

The fees billed by Virchow, Krause & Company, LLP for consulting services
for the fiscal year ended December 31, 2001 was $3,700.

The Audit Committee took into consideration whether the providing of
services described above under "Financial Information Systems Design and
Implementation Fees" and "All Other Fees" was compatible with maintaining the
independence of Virchow, Krause & Company, LLP.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF VIRCHOW, KRAUSE & COMPANY, LLP AS INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2002.

Proposal No. 3 - Other Matters

The matters in the foregoing Notice of Meeting and Proxy Statement are, as
far as the Board of Directors knows, the only matters which will be presented
for consideration at the Annual Meeting. If any other matters properly come
before the Annual Meeting, the individuals named in the accompanying Proxies
will vote on them, in accordance with their best judgment exercising the
authority conferred thereby.

MISCELLANEOUS
Shareholder Proposals

Any proposals of shareholders intended to be presented at the 2003 Annual
Meeting of Shareholders must be received by the Secretary of the Company at its
principal executive offices at W239 N1700 Busse Road, Waukesha, Wisconsin
53188-1160, on or before December 6, 2002, to be considered for inclusion in the
Company's Proxy Statement and proxy relating to such meeting. Additionally, if
the Company receives notice of a shareholder proposal after February 19, 2003,
the persons named in the proxies solicited by the Board of Directors for the
2003 Annual Meeting may exercise discretionary voting power with respect to such
proposal.

Solicitation Expenses

The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to be beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ George R. Schonath

George R. Schonath
President and Chief Executive Officer

Pewaukee, Wisconsin
April 5, 2002

COMMON STOCK

The Middleton Doll Company
W239 N1700 Busse Road
Waukesha, Wisconsin 53188-1160
This Proxy is Solicited On Behalf of The Board of Directors

The undersigned hereby appoints George R. Schonath and Jon McGlocklin, and each
of them, as Proxies with the power of substitution (to act jointly or if only
one acts then by that one) and hereby authorizes them to represent and to vote
as designated below all of the shares of Common Stock of Bando McGlocklin
Capital Corporation held of record by the undersigned on March 20, 2002, at the
annual meeting of shareholders to be held on May 2, 2002, or at any adjournment
or postponement thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
"FOR" the election of the Board's nominees and "FOR" Item 2.

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.

PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED

THE MIDDLETON DOLL COMPANY 2002 ANNUAL MEETING
The Board of Directors recommends a vote FOR the following proposals:

1. ELECTION OF DIRECTORS:
1 - Peter A. Fischer [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
2 - George R. Schonath listed to the to vote for all
left (except as nominees listed to
specified below). the left.

(Instructions: To withhold authority --------------------------------------
to vote for any indicated nominee,
write the number(s) of the nominee(s)
in the box provided to the right). --------------------------------------

2. To ratify or reject the selection of Virchow, Krause & Company, LLP as the
independent certified public accountants to audit the financial statements
of the Company for the year ending December 31, 2002.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

Check appropriate box.
Indicate changes below: Date ______________ NO. OF SHARES

Address Change? [ ] Name Change? [ ] --------------------------------------

--------------------------------------
Signature(s) In Box
Please sign exactly as your name
appears hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation,
please sign in full corporate name by
the President or other authorized
officer. If a partnership, please sign
in partnership name by authorized
person.

PREFERRED STOCK

The Middleton Doll Company
W239 N1700 Busse Road
Waukesha, Wisconsin 53188-1160
This Proxy is Solicited On Behalf of The Board of Directors

The undersigned hereby appoints George R. Schonath and Jon McGlocklin, and each
of them, as Proxies with the power of substitution (to act jointly or if only
one acts then by that one) and hereby authorizes them to represent and to vote
as designated below all of the shares of Preferred Stock of Bando McGlocklin
Capital Corporation held of record by the undersigned on March 20, 2002, at the
annual meeting of shareholders to be held on May 2, 2002, or at any adjournment
or postponement thereof.

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.

PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED

THE MIDDLETON DOLL COMPANY 2002 ANNUAL MEETING
The Board of Directors recommends a vote FOR the following proposals:

1. ELECTION OF DIRECTORS: [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed to the to vote for all
(i) Directors elected by holders left (except as nominees listed to
of Preferred Stock and specified below). the left.
Common Stock voting together.

1 - Peter A. Fischer 2 - George R. Schonath

(ii) Directors elected by
holders of Preferred Stock
voting as a separate class.

3 - Salvatore L. Bando 4 - David A. Geraldson

2. To ratify or reject the selection of Virchow, Krause & Company, LLP as the
independent certified public accountants to audit the financial statements
of the Company for the year ending December 31, 2002.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

Check appropriate box.
Indicate changes below: Date ______________ NO. OF SHARES

Address Change? [ ] Name Change? [ ] --------------------------------------