SEE RESTRICTIVE LEGEND ON BACK


                INCORPORATED UNDER THE LAWS OF THE STATE OF WISCONSIN







                     FIRST NATIONAL BANCORP OF RIVER FALLS, INC.


                         AUTHORIZED NUMBER OF SHARES, 20,000

                                       SPECIMEN

      FIRST NATIONAL BANCORP OF RIVER FALLS, INC., of the Par Value of $.01 Each





         The shares of common stock represented by this certificate (the
         "Shares") may not be transferred until First National Bancorp of River
         Falls, Inc. (the "Corporation") has been furnished with evidence
         satisfactory to counsel for the Corporation that there has been
         compliance with all applicable federal and state or territorial
         securities laws with respect to the Shares, including, without
         limitation, an opinion of counsel satisfactory in form and substance
         to counsel for the Corporation that the offer and sale of the Shares
         is exempt under federal and state securities laws.  Further, the
         Shares are subject to the option of the Corporation to purchase said
         Shares upon the occurrence of certain events as provided in Article
         VIII of the Corporation's Articles of Incorporation.