SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
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 14a-11(c) or Rule 14a-12

First Manitowoc Bancorp, Inc.
- --------------------------------------------------------------------------------
(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)(1) 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:

- --------------------------------------------------------------------------------

FIRST MANITOWOC BANCORP, INC.
402 NORTH EIGHTH STREET
MANITOWOC, WISCONSIN 54220
(920) 684-6611

March 15, 2002

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the
"Annual Meeting") of First Manitowoc Bancorp, Inc. (the "Corporation"), the
holding company for First National Bank, which will be held on Monday, April 22,
2002, at 7:00 p.m., Central Time, at the Inn on Maritime Bay, 101 Maritime
Drive, Manitowoc, Wisconsin.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement
describe the formal business to be conducted at the Annual Meeting. The
Corporation's Form 10-K Annual Report for the fiscal year ended December 31,
2001 also is included in the 2001 Annual Report. A copy of the 2001 Annual
Report can be obtained from First National Bank in Manitowoc, 402 North 8th
Street, Manitowoc, Wisconsin, 54220. Directors and officers of the Corporation,
as well as representatives of Wipfli Ullrich Bertelson LLP, the Corporation's
independent auditors, will be present at the Annual Meeting to respond to any
questions that our stockholders may have.

It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
Annual Meeting in person. We urge you to mark, sign and date your proxy form
today and return it in the envelope provided, even if you plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will ensure
that your vote is counted if you are unable to attend.

We hope that you will plan to attend our Annual Meeting on Monday, April
22. Hors d'oeuvres and refreshments will be served after the meeting.

We encourage you to continue to support and recommend the bank's financial
services.

Sincerely,

<Table>

/s/ ROBERT S. WEINERT /s/ THOMAS J. BARE

ROBERT S. WEINERT THOMAS J. BARE
Chairman of the Board President and Treasurer
</Table>

FIRST MANITOWOC BANCORP, INC.
402 NORTH EIGHTH STREET
MANITOWOC, WISCONSIN 54220
(920) 684-6611

-------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 22, 2002

-------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of First Manitowoc Bancorp, Inc. (the "Corporation") will be held on
Monday, April 22, 2002, at 7:00 p.m., Central Time, at the Inn on Maritime Bay,
101 Maritime Drive, Manitowoc, Wisconsin, for the following purposes, all of
which are set forth more completely in the accompanying Proxy Statement:

(1) To elect three directors each for three-year terms and in each case
until their successors are elected and qualified;

(2) To transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements thereof. The Board of Directors is
not aware of any other such business.

The Board of Directors has fixed March 1, 2002 as the voting record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting and at any adjournments or postponements thereof. Only
stockholders of record as of the close of business on that date will be entitled
to vote at the Annual Meeting or at any adjournments or postponements thereof.
In the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit further solicitation of proxies by
the Corporation.

By Order of the Board of Directors

<Table>

/s/ Rachel E. Wiegart

Manitowoc, Wisconsin Rachel E. Wiegert
March 15, 2002 Secretary
</Table>

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU
PLAN TO BE PRESENT, YOU ARE URGED TO PROMPTLY COMPLETE, SIGN, DATE AND RETURN
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE ANNUAL MEETING,
YOU MAY VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU
IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.

FIRST MANITOWOC BANCORP, INC.

-------------------------

PROXY STATEMENT

-------------------------

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 22, 2002

-------------------------

This Proxy Statement is being furnished to holders of common stock, $1.00
par value per share ("Common Stock"), of First Manitowoc Bancorp, Inc. (the
"Corporation"), the holding company for First National Bank in Manitowoc (the
"Bank"). Proxies are being solicited on behalf of the Board of Directors of the
Corporation to be used at the Annual Meeting of Stockholders ("Annual Meeting")
to be held at the Inn on Maritime Bay, 101 Maritime Drive, Manitowoc, Wisconsin,
on Monday, April 22, 2002, at 7:00 p.m., Central Time, and at any adjournments
or postponements thereof for the purposes set forth in the Notice of Annual
Meeting of Stockholders.

The Corporation's 2001 Annual Report to Stockholders, which includes the
Corporation's Form 10-K Annual Report, including the Corporation's consolidated
financial statements for the fiscal year ended December 31, 2001, accompany this
Proxy Statement and appointment form of proxy ("proxy"), which are first being
mailed to stockholders on or about March 15, 2002.

RECORD DATE AND OUTSTANDING SHARES

Only stockholders of record at the close of business on March 1, 2002 (the
"Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 3,468,634 shares of Common Stock outstanding and
the Corporation had no other class of equity securities outstanding. Each share
of Common Stock is entitled to one vote at the Annual Meeting on all matters
properly presented at the meeting.

QUORUM

The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote is necessary to
constitute a quorum at the Annual Meeting.

ABSTENTIONS AND BROKER NON-VOTES

Abstentions (i.e., shares for which authority is withheld to vote for a
matter) are included in the determination of shares present and voting for
purposes of whether a quorum exists. For the election of directors, abstentions
will have no effect on the outcome of the vote because directors are elected by
a plurality of the votes cast. For all other matters to be voted on at the
Annual Meeting, abstentions will be included in the number of shares voting on a
matter, and consequently, an abstention will have the same practical effect as a
vote against such matter.

Proxies relating to "street name" shares (i.e., shares held of record by
brokers or other third party nominees) that are voted by brokers or other third
party nominees on certain matters will be treated as shares present and voting
for purposes of determining the presence or absence of a quorum. "Broker
non-votes" (i.e., proxies submitted by brokers or third party nominees
indicating that such persons have not received instructions from the beneficial
owners or other persons entitled to vote shares as to a matter with respect to
which the brokers or third party nominees do not have discretionary power to
vote) will be considered present for the purpose of establishing a quorum, but
will not be treated as shares entitled to vote on such matters.

ALL MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING ARE CONSIDERED
"DISCRETIONARY" PROPOSALS FOR WHICH BROKERS AND THIRD PARTY NOMINEES MAY VOTE
PROXIES NOTWITHSTANDING THE FACT THAT THEY HAVE NOT RECEIVED VOTING INSTRUCTIONS
FROM THE BENEFICIAL OWNERS OF SHARES; CONSEQUENTLY, SHARES HELD BY BROKERS OR
THIRD PARTY NOMINEES WILL BE COUNTED IF AND AS VOTED BY SUCH BROKERS AND THIRD
PARTY NOMINEES.

VOTING

Election of Directors. The proxy being provided by the Board of Directors
enables a stockholder to vote for the election of the nominees proposed by the
Board, or to withhold authority to vote for the nominees being proposed. Under
the Wisconsin Business Corporation Law ("WBCL"), directors are elected by a
plurality of the votes cast with a quorum present, meaning that the three
nominees receiving the most votes will be elected directors.

SOLICITATION AND REVOCATION

Stockholders are requested to vote by completing the enclosed proxy and
returning it signed and dated in the enclosed postage-paid envelope. The proxy
solicited hereby, if properly signed and returned to the Corporation and not
revoked prior to its use, will be voted in accordance with the directions
contained therein. Where no instructions are indicated, each proxy received will
be voted:

- FOR the election of the nominees for director named in this Proxy
Statement; and

- In accordance with the best judgment of the person appointed as proxies
upon the transaction of such other business as may properly come before
the Annual Meeting or any adjournments or postponements thereof.

Returning your completed proxy form will not prevent you from voting in person
at the Annual Meeting should you be present and wish to do so.

Any stockholder giving a proxy has the power to revoke it any time before
it is exercised by (i) filing with the Secretary of the Corporation written
notice thereof (Rachel E. Wiegert, Secretary, First Manitowoc Bancorp, Inc., 402
North Eighth Street, Manitowoc, Wisconsin 54220); (ii) submitting a
duly-executed proxy bearing a later date; or (iii) appearing at the Annual
Meeting and giving the Secretary notice of his or her intention to vote in
person. If you are a stockholder whose shares are not registered in your own
name, you will need additional documentation from your record holder to vote
personally at the Annual Meeting. Proxies solicited hereby may be exercised only
at the Annual Meeting and any adjournment or postponement thereof and will not
be used for any other meeting.

The cost of solicitation of proxies by mail on behalf of the Board of
Directors will be borne by the Corporation. Proxies also may be solicited by
personal interview or by telephone, in addition to the use of the mails by
directors, officers and regular employees of the Corporation and the Bank,
without additional compensation therefore. The Corporation also has made
arrangements with brokerage firms, banks, nominees and other fiduciaries to
forward proxy solicitation materials for shares of Common Stock held of record
by the beneficial owners of such shares. The Corporation will reimburse such
holders for their reasonable out-of-pocket expenses.

In the event there are not sufficient votes for a quorum or to approve or
ratify any proposal at the time of the Annual Meeting, the Annual Meeting may be
adjourned or postponed in order to permit the further solicitation of proxies.
Proxies solicited hereby will be returned to the Board of Directors, and will be
tabulated by inspectors of election designated by the Board of Directors, who
will not be employed by, or a director of, the Corporation or any of its
affiliates.

MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
ELECTION OF DIRECTORS

The Articles of Incorporation and Bylaws of the Corporation provide that
the Board of Directors of the Corporation shall be divided into three classes
which are as equal in number as possible, and that the members of each class are
to be elected for a term of three years and until their successors are elected
and qualified. One class of directors is to be elected annually. A resolution of
the Board of Directors of the Corporation adopted pursuant to the Corporation's
Bylaws has established the number of directors at nine.

No person being nominated as a director is being proposed for election
pursuant to any agreement or understanding between any person and the
Corporation. There are no family relationships among any of the directors and/or
executive officers of the Corporation.

Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted FOR the election of the nominees for director listed
below. If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the proxies will nominate and vote
for any replacement nominee or nominees recommended by the Board of Directors.
At this time, the Board of Directors knows of no reason why any of the nominees
listed below may not be able to serve as a director if elected.

The following tables present information concerning the nominees for
director and each director whose term continues, including his or her tenure as
a director of the Corporation.

<Table>
<Caption>
POSITION WITH THE COMPANY DIRECTOR
NAME AGE AND PRINCIPAL OCCUPATION SINCE (1)
---- --- ------------------------- ---------

NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM EXPIRING IN 2005
Thomas J. Bare................. 63 Director and President of the Corporation and the 1981
Bank; Director of FNBM Investment Corp., the Bank's
investment subsidiary; Director, Secretary and
Treasurer of United Financial Services, Inc., the
Bank's data processing company; Director and
President of Insurance Center of Manitowoc, Inc.,
the Bank's insurance subsidiary.
Craig A. Pauly................. 52 Director; Data Processing Consultant. 1980
Katherine M. Reynolds.......... 51 Director; Attorney at the Manitowoc office of 1992
Michael Best & Friedrich LLP, a Milwaukee based law
firm.
</Table>

INFORMATION WITH RESPECT TO CONTINUING DIRECTORS

<Table>
<Caption>
POSITION WITH THE CORPORATION DIRECTOR
NAME AGE AND PRINCIPAL OCCUPATION SINCE (1)
---- --- ----------------------------- ---------

DIRECTORS WHOSE TERMS EXPIRE IN 2003
John M. Jagemann............... 56 Director; Vice President of Customer 1996
Relations of Arimon Technologies Inc., a
manufacturer of electrical components;
Member of Plan B LLC, Lindbergh Properties
LLC, and Courthouse Pub LLC, food service
and real estate management companies.
John M. Webster................ 56 Director; President and Chief Executive 1998
Officer of Crescent Woolen Mills Co., a
woolen and synthetic yarns manufacturer;
Attorney of Counsel at the Law Offices of
Winter, Fox & Stangel, LLP.
Robert S. Weinert.............. 63 Chairman of the Board of Directors of the 1979
Corporation; Chairman and Treasurer of
Crafts, Inc., a commercial roofing company.
DIRECTORS WHOSE TERMS EXPIRE IN 2004
John C. Miller................. 59 Director; President and Director of 1996
Miller-St Nazianz, Inc. a farm equipment
manufacturer; President and sole Director of
Miller Finance Corporation, a retail
financing company; President and sole
Director of Badger Farm Systems, Inc., a
farm equipment marketing company.
John E. Nordstrom.............. 66 Director; President of Omega Mfg. 1992
Corporation, a manufacturer of packaging
machinery for the paper industry.
John J. Zimmer................. 61 Director and Vice President of the 1988
Corporation; Senior Vice President-Northeast (also served from
Division of Industrial Distribution Group, a 1974-1980)
national distributor of industrial supplies.
</Table>

- -------------------------
(1) Includes service as director of the Corporation and predecessor
institutions.

THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST IS REQUIRED FOR THE
ELECTION OF DIRECTORS. UNLESS OTHERWISE SPECIFIED, THE SHARES OF COMMON STOCK
REPRESENTED BY THE PROXIES SOLICITED HEREBY WILL BE VOTED IN FAVOR OF THE
ELECTION OF THE ABOVE-DESCRIBED NOMINEES. THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE FOR ELECTION OF THE NOMINEES FOR DIRECTOR.

STOCKHOLDER NOMINATIONS

Article II, Section 2.04 of the Corporation's Bylaws governs nominations
for election to the Board of Directors and requires all such nominations, other
than those made by the Board, to be made at a meeting of stockholders called for
the election of directors, and only by a stockholder who has complied with the
notice provisions outlined in the Corporation's Bylaws. Stockholder nominations
must be made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to, or
mailed and received at, the principal executive offices of the Corporation, (i)
with respect to an election to be held at an annual meeting of stockholders, not
less than 90 days nor more than 120 days prior to the date specified in the
Corporation's Bylaws for the Annual Meeting, which currently is established as
the third Monday of April or at such other time and date as may be fixed by or
under the authority of the Board of Directors, and (ii) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, at the close of business on the tenth day following the date on which
notice of such meeting is first

given to stockholders. The Corporation did not receive any director nominations
from stockholders in connection with the Annual Meeting.

Each written notice of a stockholder nomination shall set forth: (i) the
name, age, business address and residence address of each nominee proposed in
such notice; (ii) the principal occupation or employment of each nominee; (iii)
the number of shares of stock of the corporation beneficially owned by each such
nominee; (iv) a description of all arrangements or understandings between such
stockholders and such nominees and any other person (naming such person)
pursuant to which the nomination is to be made by the shareholders; (v) such
other information as would be required to be included, or would be otherwise
required to be disclosed, in a proxy statement soliciting proxies for the
election of the proposed nominee pursuant to Regulation 14A of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any information
that would be required to be included had the nominee been nominated by the
Board of Directors; (vi) the written consent of each nominee to be named in a
proxy statement as a nominee and to serve, if elected, as a director; and (vii)
as to the shareholder giving such notice: (a) his or her name and address as
they appear on the Corporation's books; (b) the class and number of shares of
the Corporation which are beneficially owned by such shareholder; and (c) a
representation that such shareholder is a holder of shares entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to make
the nomination. The presiding officer of the meeting may refuse to acknowledge
the nomination of any person not made in compliance with the foregoing
procedures.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

Regular meetings of the Board of Directors of the Corporation are held on a
quarterly basis. The Board of Directors of the Corporation held a total of four
regular meetings and one special meeting during the fiscal year ended December
31, 2001. No incumbent director attended fewer than 75% of the aggregate total
number of meetings of the Board of Directors and the total number of committee
meetings on which such director served during the fiscal year ended December 31,
2001.

The Audit Committee of the Board of Directors reviews the records and
affairs of the Corporation to determine its financial condition, reviews with
management the systems of internal control, and monitors the Corporation's
adherence in accounting and financial reporting to generally accepted accounting
principles. In fiscal 2001, the members of the Audit Committee, which met three
times during the fiscal year ended December 31, 2001, were Messrs. John J.
Zimmer (Chairman), John C. Miller, John M. Webster and Robert S. Weinert.

The entire Board of Directors of the Corporation acted as a Nominating
Committee for the selection of nominees for director to stand for election at
the Annual Meeting. The Board, acting as a Nominating Committee, met once during
the fiscal year ended December 31, 2001 to consider director nominees for the
Annual Meeting of Shareholders of the Corporation held in April 2001. In
February 2002, the Board of Directors of the Corporation, acting as the
Nominating Committee, considered nominations for directors to be elected at the
Annual Meeting to be held in April 2002. The Corporation's Bylaws allow for
stockholder nominations of directors and require such nominations to be made in
accordance with specific procedures. See "Stockholder Nominations."

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

The following table sets forth certain information with respect to the
executive officers of the Corporation and the Bank who are not directors.

<Table>
<Caption>
NAME AGE PRINCIPAL OCCUPATION
---- --- --------------------

Joseph W. Debilzen................ 47 Senior Vice President of Branch Operations of the Bank and
Custer Street Branch Manager since 2002; Senior Vice
President of Branch Operations of the Bank from 2000 to
2002; Vice President of the same from 1989 to 2000;
Assistant Vice President Branch Manager of the Bank from
1988 to 1989; Francis Creek Branch Manager from 1983 to
1988; Loan Officer of the Bank in 1983.
Daniel J. Lalko................... 52 Senior Vice President of Lending of the Bank since 1989;
Vice President of the Bank from 1982 to 1989; Director of
Insurance Center of Manitowoc, Inc., the Bank's insurance
subsidiary since 2001.
Charles P. Riley.................. 52 Senior Vice President and Green Bay Marketing Manager of
the Bank since 1997.
Paul H. Wojta..................... 42 Senior Vice President, Cashier and BSA Officer of the Bank
since 2000, Vice President of the same from 1991 to 2000;
Director of FNBM Investment Corporation, the Bank's
investment corporation; Cashier of the Bank from 1987 to
1991; Auditor of the Bank from 1983 to 1987; Director of
Insurance Center of Manitowoc, Inc., the Bank's insurance
subsidiary since 2001.
</Table>

BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of shares of Common
Stock as of February 28, 2002 (except as otherwise noted below) by (i) each
shareholder known to the Corporation to beneficially own more than 5% of the
shares of Common Stock outstanding as disclosed in certain reports regarding
such ownership filed with the Securities and Exchange Commission (the "SEC") in
accordance with Sections 13(d) or 13(g) of the Exchange Act, (ii) each director
and director nominee of the Corporation, (iii) each of the executive officers of
the Corporation appearing in the Summary Compensation Table below, and (iv) all
directors and executive officers as a group.

<Table>
<Caption>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED
---------------------
PERCENT OF
NAME NUMBER CLASS
---- ------ ----------

Directors:
Thomas J. Bare(1)......................................... 286,145 8.2
John M. Jagemann.......................................... 6,374 *
John C. Miller(2)......................................... 2,960 *
John E. Nordstrom(3)...................................... 8,510 *
Craig A. Pauly(4)......................................... 41,888 1.2
Katherine M. Reynolds..................................... 532 *
John M. Webster(5)........................................ 2,050 *
Robert S. Weinert......................................... 45,186 1.3
John J. Zimmer(6)......................................... 15,974 *
Executive Officers who are not Directors:
Joseph W. Debilzen(7)..................................... 20,482 *
Daniel J. Lalko(8)........................................ 13,067 *
Charles P. Riley.......................................... 958 *
Paul H. Wojta(9).......................................... 30,093 *
All directors and executive officers of the Corporation and
the Bank as a group (13 persons).......................... 474,219 13.6%
</Table>

- -------------------------
* Represents less than 1% of the total number of shares of Common Stock
outstanding on the Voting Record Date.

(1) Includes 54,650 shares held by Thomas J. Bare as an individual; 34,575
shares held in First National Bank 401(k) Profit Sharing F/B/O Thomas J.
Bare; 31,966 shares held in I/N/O Suzanne E. Bare/ Thomas J. Bare or
Virginia S. Bare POA; 30,680 shares held in I/N/O Joanna M. Bare; 27,252
shares held in I/N/O Jonathan L. Bare; 27,542 shares held in I/N/O Virginia
S. Bare Custodian for Michael A. Bare UGTMA WI; 1,450 shares held in Manbank
& Co. I/N/O Thomas J. Bare Custodial IRA; and 78,030 shares held in the name
of Virginia S. Bare Trust.

(2) Includes 154 shares held by John C. Miller as an individual; and 2,806
shares held F/B/O John C. Miller IRA.

(3) Includes 3,724 shares held by John E. Nordstrom as an individual; 4,536
shares held by Barbara A. Nordstrom as an individual; and 250 shares held in
the name of John E. and Barbara A. Nordstrom JT.

(4) Includes 32,020 shares held by Craig A. Pauly as an individual; 2,412 shares
held in the name of Craig A. and Cynthia Pauly JT; 6,968 shares held in
Manbank & Co. I/N/O Craig A. Pauly Custodial IRA; and 488 shares held in
Manbank & Co. I/N/O Cynthia Pauly Custodial IRA.

(5) Includes 1,400 shares held by John M. Webster as an individual; and 650
shares held F/B/O John M. Webster IRA.

(6) Includes 14,474 shares held by John J. Zimmer as an individual; 1,000 shares
held F/B/O John J. Zimmer IRA; and 500 shares held F/B/O Bernadine Zimmer
IRA.

(7) Includes 19,024 shares held in First National Bank 401(k) Profit Sharing
Plan F/B/O Joseph W. Debilzen; 868 shares held in Manbank & Co. I/N/O Janet
Debilzen Custodial IRA; 326 shares held in Manbank & Co. I/N/O Joseph W.
Debilzen Custodial IRA; and 264 shares held I/N/O Janet L. Debilzen and
Joseph W. Debilzen.

(8) Includes 8,581 shares held by Daniel J. Lalko as an individual; 314 shares
held in the name of Daniel J. Lalko and Ann E. Lalko JT; 2,310 shares held
in Manbank & Co. I/N/O Daniel J. Lalko Custodial IRA; 818 shares held in
Manbank & Co. I/N/O Ann E. Lalko Custodial IRA; and 1,044 shares held in
First National Bank 401(k) Profit Sharing Plan F/B/O Daniel J. Lalko.

(9) Includes 14,095 shares held in the name of Paul H. and Jeanne C. Wojta and
15,998 shares held in First National Bank 401(k) Profit Sharing Plan F/B/O
Paul H. Wojta.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Corporation's officers and
directors, and persons who own more than ten percent of the shares of Common
Stock outstanding, to file reports of ownership and changes in ownership with
the SEC by certain dates. Officers, directors and greater than ten percent
shareholders are required by regulation to furnish the Corporation with copies
of all Section 16(a) forms they file. Based upon review of the information
provided to the Corporation, the Corporation believes that during the fiscal
year ended December 31, 2001, all officers and directors complied with all
Section 16(a) filing requirements, and the Corporation had no greater than ten
percent shareholders.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

SUMMARY COMPENSATION TABLE

The following table summarizes the total compensation paid by the Bank to
its Chief Executive Officer and the next three highest paid executive officers
of the Corporation and its subsidiaries whose compensation, based on salary and
bonus, exceeded $100,000 during the Corporation's fiscal years ended December
31, 2001, 2000 and 1999.

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
ANNUAL COMPENSATION
------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION*
--------------------------- ---- ------ ----- -------------

Thomas J. Bare........................................ 2001 $232,000 $40,000 $12,331
President 2000 220,000 40,000 12,990
1999 210,000 38,000 14,232
Daniel J. Lalko....................................... 2001 $118,500 $12,000 $10,155
Senior Vice President 2000 110,000 12,000 10,373
1999 105,000 10,000 10,950
Charles P. Riley...................................... 2001 $113,300 $ 3,500 $ 9,505
Senior Vice President 2000 106,000 3,500 9,743
1999 102,000 3,500 10,636
Paul H. Wojta......................................... 2001 $ 95,000 $15,000 $ 9,034
Senior Vice President
</Table>

- -------------------------
* Other compensation includes amounts contributed by the Bank pursuant to a
401(k) Profit Sharing Plan and Trust that covers substantially all employees.
Each year, the Bank contributes a matching contribution equal to 35% of the
participant's deferral, up to 10% of the employee's salary to a maximum of
$10,500; 4% to the Money Purchase Pension Plan; and a discretionary amount
determined each year by the Board of Directors. For 2001, the discretionary
amount was established at 1.1% of compensation.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

In 1998, the Corporation adopted a Supplemental Executive Retirement Plan
("SERP"), which provides post-retirement benefits to a key officer of the
Corporation. Under the SERP, benefit payments equal 80% of the participant's
projected retirement age salary, less benefits from other Corporation sponsored
retirement plans, including the 401(k) Plan. The Corporation contributed
$107,023 for this plan for the year ended December 31, 2001.

The estimated annual benefits payable upon retirement, less amounts
received under other Corporation sponsored retirement plans, at the normal
retirement age of 65 for Thomas J. Bare is $80,600 for 15 years.

COMPENSATION OF DIRECTORS

BOARD FEES

Directors of the Corporation receive $2,500 annual compensation for service
in that capacity. However, as Directors of the Bank, they receive $9,100 annual
compensation for service in that capacity. The Chairman of the Board of the Bank
receives $11,700 annual compensation for service in that capacity. Directors
receive $150 for each committee meeting attended. Directors who are also
employees of the Bank receive no compensation for attending meetings of the
Bank's committees.

DIRECTORS' DEFERRED COMPENSATION PROGRAM

Under a non-qualified deferred compensation plan, the Bank permits
Directors to defer part of their compensation and fees. The Bank purchased life
insurance policies on the Director's life, with the Bank as owner and
beneficiary. The policies will be used by the Bank to fund the payments to the
Directors. The total deferred compensation to be paid to a Director shall be an
amount equal to the Director's deferral account balance as of the close of the
plan year during which the Director retired, died, terminated or became
disabled.

During the fiscal year ended December 31, 2001, the Directors deferred
$94,000 under this plan and the Corporation contributed $95,000 (interest). The
estimated present value of annual benefits payable upon retirement for a period
of ten (10) years to each current Director is as follows: Thomas J.
Bare -- $44,000; John M. Jagemann -- $59,000; John C. Miller -- $41,000; John E.
Nordstrom -- $35,000; Craig A. Pauly -- $119,000; Katherine M.
Reynolds -- $163,000; John M. Webster -- $57,000; Robert S. Weinert -- $68,000;
and John J. Zimmer -- $59,000.

AUDIT COMMITTEE REPORT

The Corporation has established a four-member audit committee within the
Board of Directors which currently consists of Messrs. John C. Miller, John M.
Webster, Robert S. Weinert and Chairman John J. Zimmer.

The Board of Directors has determined that each of the four audit committee
members is an "independent director," as such term is defined by Rule
4200(a)(15) of the National Association of Securities Dealers' listing
standards. The Board of Directors has adopted a written audit committee charter,
which charter is set forth on Appendix A to this Proxy Statement.

The audit committee has reviewed and discussed the Corporation's audited
financial statements with management.

The audit committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61 (SAS 61),
"Communication with Audit Committees," as amended, by the Auditing Standards
Board of the American Institute of Certified Public Accountants.

The audit committee has received the written disclosures and the letter
from the independent accountants required by Independence Standards Board No. 1,
"Independence Discussions with Audit Committees," as amended, and has discussed
with the independent accountant the independent accountant's independence.

Based on the review and discussions referred to above, the audit committee
has recommended to the Board of Directors that the audited financial statements
be included in the Corporation's Annual Report on Form 10-K for the last fiscal
year.

The following table summarizes fees for professional services rendered by
the principal accountant for the most recent fiscal year:

<Table>

Audit Fees.................................................. $69,000
Financial Information System Design and Implementation
Fees...................................................... 0
All Other Fees.............................................. 45,000
</Table>

The audit committee has considered that the provision of the services
provided for under Financial Information Systems Design and Implementation Fees
and All Other Fees is compatible with maintaining the principal accountant's
independence.

JOHN C. MILLER
JOHN M. WEBSTER
ROBERT S. WEINERT
JOHN J. ZIMMER

COMPENSATION, PENSION AND RETIREMENT COMMITTEE REPORT

I. COMPENSATION, PENSION AND RETIREMENT COMMITTEE

The Compensation, Pension and Retirement Committee of the Bank (the
"Committee") is responsible for recommending to the Board of Directors of the
Bank the levels of compensation and benefits for executive officers of the Bank.

Under rules established by the SEC, the Corporation is required to provide
certain data and information regarding the compensation and benefits provided to
the Corporation's Chief Executive Officer ("CEO") and certain other executive
officers of the Corporation. The rules require compensation disclosure in the
form of tables and a report by the Compensation Committee of the Corporation
which explains the rationale and considerations that led to fundamental
decisions affecting such individuals. The Committee has prepared the following
report, at the direction and approval of the Board of Directors of the
Corporation, for inclusion in this Proxy Statement.

II. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Directors Thomas J. Bare, John M. Jagemann, Katherine M. Reynolds, Robert
S. Weinert and John J. Zimmer serve as the Bank's Compensation, Pension and
Retirement Committee. Thomas J. Bare, a member of the Board of Directors of the
Bank since 1981 and of the Corporation's formation in 1983, also serves as
President of the Corporation and as President of the Bank. While Mr. Bare
specifically excluded himself from any Committee discussion concerning his
compensation, he did participate in Committee discussions concerning other key
executives' compensation

III. EXECUTIVE COMPENSATION POLICIES AND PLANS

The Bank's compensation program offers competitive compensation
opportunities for all executive officers which are based on both the
individual's contribution and the Bank's performance. The compensation paid is
designed to attract, retain and reward executive officers who are capable of
leading the Bank in achieving its business objectives in an industry
characterized by complexity, competitiveness and constant change. The
compensation of key executives is reviewed and approved annually by the
Committee.

In its consideration of whether to increase salaries from year to year for
all executives, including the CEO, and the amounts of increases, the Committee
reviews the overall financial performance of the Bank during the past year and
the expectations for the current year. Specifically, the Committee looks to
whether

total return on assets is satisfactory and compares total assets and earnings
levels with prior years. Special factors that are considered are whether loan
delinquencies are consistent with expectations, and whether there have been any
significant acquisitions or sales of assets or other extraordinary events. While
no specific financial targets are set, the Committee will generally recommend
increases to executives, including the CEO, if the Bank continues to experience
anticipated levels of financial growth.

Salaries are also based on merit, which involves an evaluation by the
Committee of how ably an executive performed the duties entailed in his or her
position. Employees generally are reviewed by management, while executive
officers have their performance evaluated by the President, who recommends
salary adjustments for committee review and approval. The President's
performance is reviewed by the Committee.

Most executives receive approximately the same percentage increase in
salary in any given year. In addition, as the Bank meets its budget
expectations, each executive may receive a bonus.

THOMAS J. BARE
JOHN M. JAGEMANN
KATHERINE M. REYNOLDS
ROBERT S. WEINERT
JOHN J. ZIMMER

STOCK PERFORMANCE GRAPH

The following graph compares the yearly cumulative total return on the
Common Stock over a five-year measurement period with (i) the Russell 2000 Index
and (ii) Nasdaq Bank Index. The cumulative returns set forth in the graph assume
the reinvestment of dividends into additional shares of the same class of equity
securities at the frequency with which dividends were paid on such securities
during the applicable comparison period.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FIRST MANITOWOC BANCORP, INC., RUSSELL 2000 INDEX, AND NASDAQ BANK

[LINE GRAPH]

<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------
1996 1997 1998 1999 2000 2001
- ------------------------------------------------------------------------------------------------------

First Manitowoc Bancorp, Inc.* $100.00 $125.04 $176.20 $222.99 $280.43 $311.22
- ------------------------------------------------------------------------------------------------------
Russell 2000 Index 100.00 122.36 119.24 144.59 140.22 143.72
- ------------------------------------------------------------------------------------------------------
NASDAQ Bank Index 100.00 163.59 144.33 132.81 152.30 167.64
- ------------------------------------------------------------------------------------------------------
</Table>

* Restated for the 25% stock dividends (five for four stock splits) effective
April 11, 1997 and April 16, 1999, and the two for one stock split effective
June 30, 2000.

INDEBTEDNESS OF MANAGEMENT AND CERTAIN TRANSACTIONS

In accordance with the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as amended, all loans to officers, directors, greater
than five percent stockholders, and any affiliates thereof, are made on the same
terms, including interest rates, loan fees, and collateral as those prevailing
at the time for comparable transactions with the general public and must not
involve more than the normal risk of repayment or present other unfavorable
features. During 2001, no director or executive officer of the Corporation or
the Bank had loans outstanding at preferred interest rates from the Corporation
or the Bank.

All transactions between the Corporation and the Bank and executive
officers, directors, holders of 10% or more of the shares of any class of Common
Stock of the Corporation and affiliates thereof, will contain terms no less
favorable to the Corporation or the Bank than could have been obtained by them
in arms' length negotiations with unaffiliated persons and are approved by a
majority of outside directors of the Corporation or the Bank, as applicable, not
having any interest in the transaction.

STOCKHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING

DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR INCLUSION IN 2003 PROXY
MATERIALS

To be considered for inclusion in the proxy statement relating to the
Annual Meeting (for fiscal year ended December 31, 2002) to be held in April
2003, stockholder proposals must be received at the principal executive offices
of the Corporation at 402 North Eighth Street, Manitowoc, Wisconsin 54220,
Attention: Rachel E. Wiegert, Secretary, no later than November 15, 2002. If
such proposal is in compliance with all of the requirements of Rule 14a-8 under
the Exchange Act, it will be included in the proxy statement and set forth on
the appointment form of proxy issued for such annual meeting of stockholders. It
is urged that any such proposals be sent certified mail, return receipt
requested. Nothing in this section shall be deemed to require the Corporation to
include in its proxy statement and proxy relating to the 2003 Annual Meeting any
stockholder proposal which does not meet all of the requirements for inclusion
established by the SEC in effect at the time such proposal is received.

ADVANCE NOTICE REQUIREMENT FOR ANY PROPOSAL OR NOMINATION TO BE RAISED BY A
STOCKHOLDER

Stockholder proposals which are not submitted for inclusion in the
Corporation's proxy materials pursuant to Rule 14a-8 under the Exchange Act may
be brought before an annual meeting pursuant to Article II, Section 2.04 of the
Corporation's Bylaws, which provides that business at an annual meeting of
stockholders must be properly brought before the meeting (a) by or at the
direction of the Board of Directors or (b) by a stockholder. For business to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation not less than 90 days nor
more than 120 days prior to the date specified in the Corporation's Bylaws for
the Annual Meeting, which currently is established as the third Monday of April
or at such other time and date as may be fixed by or under the authority of the
Board of Directors. A stockholder's notice must set forth as to each matter the
stockholder proposes to bring before an annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the meeting, (b) the name and address, as they
appear on the Corporation's books, of the stockholder proposing such business,
(c) the class and number of shares of Common Stock of the Corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business.

DISCRETIONARY VOTING OF 2003 PROXIES

Pursuant to Rule 14a-4(c) under the Exchange Act and Article II, Section
2.04 of the Corporation's Bylaws, if a stockholder fails to notify the
Corporation of such proposal by January 15, 2003, then the management proxies
named in the form of proxy distributed in connection with the Corporation's
proxy statement would be allowed to use their discretionary voting authority to
address the proposal submitted by the stockholder, without discussion of the
proposal in the proxy statement.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

The financial statements of the Corporation for the year ended December 31,
2001, have been audited by Wipfli Ullrich Bertelson LLP, independent public
accountants. A representative of Wipfli Ullrich Bertelson LLP is expected to be
at the meeting and will have an opportunity to make a statement and will be
available to answer appropriate questions. Wipfli Ullrich Bertelson LLP has been
appointed by the Board of Directors as the independent public accountants of the
Corporation for the year ending December 31, 2002.

OTHER MATTERS

Management is not aware of any business to come before the Annual Meeting
other than the matters described above in this Proxy Statement. However, if any
other matters should properly come before the Annual Meeting or any adjournments
or postponements thereof, it is intended that the proxies solicited hereby will
be voted with respect to those other matters in accordance with the judgment of
the persons voting the proxies.

<Table>

By Order of the Board of Directors

/s/ Rachel E. Wiegert
Manitowoc, Wisconsin Rachel E. Wiegert
March 15, 2002 Secretary
</Table>

APPENDIX A
AUDIT COMMITTEE

The board of directors of the Corporation shall, at its organizational
meeting held immediately following the Annual Meeting of Shareholders, elect an
audit committee consisting of three or more members of the board, none of whom
are operating officers of the Corporation. In addition, the adequacy of the
audit committee's charter shall be reviewed and reassessed at that time.

The board of directors of the Bank shall, at its organizational meeting
held immediately following the Annual Meeting of Shareholders, elect an audit
committee consisting of three or more members of the board, none of whom may be
operating officers of the Bank. It is assumed that members of the Bank's audit
committee will be the same as the members of the Corporation audit committee.
Members of the audit committee cannot simultaneously serve on the financial
services committee.

The audit committee shall appoint a chairman, who shall be a member of such
committee, and a secretary, who need not be a member of such committee.

The committee shall meet at the call of its chairman or at the request of
two of its members, at least semiannually.

- The audit committee shall, at least annually, cause suitable examinations
of the assets and affairs of the Corporation and Bank to be made by an
outside auditor in order to ascertain whether adequate internal audit
controls and procedures are maintained.

- The outside auditor is ultimately accountable to the board of directors
and the audit committee as representatives of shareholders.

- As shareholder representatives, the board of directors and audit
committee have the ultimate authority and responsibility to select,
evaluate, and, where appropriate, replace the outside auditor.

- The audit committee is responsible for ensuring its receipt from the
outside auditors of a formal written statement delineating all
relationships between the auditor and the Corporation and the Bank.

- The audit committee is also responsible for engaging in a dialogue with
the auditor with respect to any disclosed relationships or services that
may impact the objectivity and independence of the auditor and for taking
appropriate action to ensure the independence of the outside auditor.

- The independent auditor is to discuss with the audit committee the
auditor's judgments about the quality of the Corporation's and Bank's
accounting principles as applied in its financial reporting. A written
report of the independent auditor's report shall be reviewed by the
committee and presented to the entire board as soon as practical after
its review. The auditor's report shall be made part of the committee's
record, along with actions taken on recommendations made by the
independent audit.

The audit committee shall examine all reports of examination made by the
examining staff of any governmental regulatory agencies. The results of each
such examination shall be reported in writing, to the board of directors, at its
regular meeting next following the completion thereof, and the committee shall
recommend any action which may be necessary to correct any unsatisfactory
conditions. Such reports shall be noted in the minutes of the board of directors
and made a part of the records of the Corporation and Bank.

PROXY
FIRST MANITOWOC BANCORP, INC.
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 22, 2002

The undersigned hereby appoints Robert S. Weinert and John J. Zimmer, and each
or either of them, proxies of the undersigned, with full power of substitution,
to vote all shares of Common Stock which the undersigned is entitled to vote at
the Annual Meeting of Stockholders of First Manitowoc Bancorp, Inc., to be held
on Monday, April 22, 2002, and at any adjournment thereof:

1. With respect to the election of three (3) members of the classified Board
of Directors of the Corporation for Three-Year Terms expiring in 2005.

FOR all nominees listed WITHHOLD AUTHORITY
----- (except as marked to the ------ to vote for all nominees
contrary) listed

Thomas J. Bare, Craig A. Pauly, and Katherine M. Reynolds

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE ABOVE LIST.)

2. To transact any other business which may properly come before the Meeting.

IN THE ABSENCE OF AN INDICATION TO THE CONTRARY, THIS PROXY WILL BE VOTED "FOR"
ITEM 1 ABOVE, AND IN THE DISCRETION OF THE PROXIES ON ANY OTHER BUSINESS.

Signed this day of , 2002.
---- --------

(SEAL)
--------------------------------
Signature

--------------------------------
Signers name typed or printed.

Please sign and mail in the enclosed envelope. When signing as attorney,
executor, administrator, trustee or guardian, give full title as such. If
stock is held jointly or in two or more names, all persons so named should
sign. A corporation should sign full corporate name by duly authorized officer.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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CORPORATION USE ONLY Number of Shares
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