SCHEDULE 14A

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 Section 240.14a-12

Baylake Corp.
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(Name of Registrant as Specified in Its Charter)

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(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:

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(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:

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(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:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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April 30, 2002

Dear Baylake Shareholder:

You are invited to attend the Annual Meeting of Shareholders of Baylake Corp,
scheduled to be held at 7:00 p.m. on Monday, June 3, 2002 at the Baylake Bank
Conference Center, 222 North Third Avenue, Sturgeon Bay, Wisconsin.

The matters expected to be acted upon at the meeting are described in detail in
the Notice of Annual Meeting and Proxy Statement which are enclosed. These
matters include the election of three (3) directors in Class II, who are
nominated by the Board of Directors for a term of three years. In addition, we
will take up consideration of any other matters which may properly come before
the meeting.

Please complete and return the accompanying Proxy card promptly in the enclosed
envelope to assure that your shares are represented in voting on these very
important matters, whether or not you plan to attend the Annual Meeting.
Instructions about your Proxy are included with the Proxy card. If you do attend
the meeting, you may still vote your shares in person at the Annual Meeting by
revoking your proxy when you arrive, even if you have already submitted your
Proxy to us as requested in the enclosed information.

YOU SHOULD COMPLETE THE ATTACHED REQUEST FORM ONLY IF YOU PLAN TO ATTEND THE
MEETING. Upon receipt of the attached form, we will send you an Entrance Card to
be presented when you attend the meeting. Please return the form by May 15th to
allow us to make proper accommodations for those attending the meeting.

If you have any questions or require assistance, please contact Stephen A. Kase,
General Counsel, at Baylake Bank at either 920-743-5551 or 800-267-3610.

Sincerely,

Thomas L. Herlache
President and Chief Executive Officer

REQUEST FOR ENTRANCE CARD

If you plan to attend the Annual Meeting, please complete and return in the
enclosed Proxy envelope.

NAME: _________________________________________________

ADDRESS: _________________________________________________

_________________________________________________

BAYLAKE CORP.
217 North Fourth Avenue
Sturgeon Bay, Wisconsin 54235

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 3, 2002

APRIL 30, 2002

TO SHAREHOLDERS OF BAYLAKE CORP.

NOTICE IS HEREBY GIVEN that the ANNUAL MEETING of the shareholders of Baylake
Corp. ("Baylake"), a Wisconsin corporation and registered bank holding company,
will be held at BAYLAKE BANK CONFERENCE CENTER, 222 NORTH THIRD AVENUE, STURGEON
BAY, WISCONSIN on Monday, June 3, 2002, at 7:00 p.m., for the purpose of
considering and voting upon the following matters:

1. THE ELECTION OF THREE (3) DIRECTORS OF CLASS II WHOSE TERMS
WILL EXPIRE IN 2005. THE BOARD OF DIRECTORS' NOMINEES ARE
NAMED IN THE ACCOMPANYING PROXY STATEMENT.

2. SUCH OTHER BUSINESS RELATING TO THE FOREGOING AS MAY PROPERLY
BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

The Baylake Corp. Board of Directors has fixed the close of business on March
20, 2002 as the record date for the determination of shareholders entitled to
receive notice of and to vote at the Annual Meeting, and only holders of Common
Stock of Baylake of record at the close of business on such date will be
entitled to notice of and to vote at such meeting and all adjournments thereof.

WE URGE YOU TO MARK, SIGN, DATE, AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE SO THAT YOUR SHARES CAN BE VOTED IN ACCORDANCE WITH YOUR
WISHES. RETURN THE ENCLOSED PROXY PROMPTLY REGARDLESS OF THE NUMBER OF SHARES
YOU HOLD. IF FOR ANY REASON YOU SHOULD DESIRE TO REVOKE YOUR PROXY, YOU MAY DO
SO AT ANY TIME BEFORE IT IS VOTED.

BAYLAKE CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - JUNE 3, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Thomas L. Herlache and/or William C. Parsons as
Proxies, each with the power to appoint his substitute, and hereby authorizes
either of them to represent and to vote, as designated below, all the shares of
common stock of Baylake Corp. held on record by the undersigned on March 20,
2002 at the ANNUAL MEETING OF SHAREHOLDERs to be held on June 3, 2002, or any
adjournment thereof.

PROPOSAL 1: ELECTION OF DIRECTORS - NOMINEES FOR CLASS II OF THE BOARD OF
DIRECTORS :

ROBERT W. AGNEW GEORGE DELVEAUX, JR. JOSEPH MORGAN

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NAME OF THE NOMINEE IN THE LIST STATED ABOVE.

VOTE FOR ALL NOMINEES NAMED ABOVE ________
WITHHOLD VOTE FOR ALL NOMINEES NAMED ABOVE ________
VOTE FOR ALL NOMINEES NAMED, EXCEPT THOSE CROSSED OUT ________

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

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED ABOVE BY THE UNDERSIGNED SHAREHOLDER(S). IF PROPERLY SIGNED, BUT NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF PROPOSAL NUMBER ONE.

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. When shares are held by
joint tenants, both should sign. When signing as attorney, personal
representative, administrator, trustee, or guardian, please give full title as
such. If a corporation or partnership, please sign in full corporate name, by
the President, other authorized officer, or by an authorized person.

DATED: ____________________, 2002.

____________________________________ ____________________________________
SIGNATURE SIGNATURE, IF JOINTLY HELD

PLEASE MARK YOUR ELECTIONS FOR ELECTION OF DIRECTORS. THEN SIGN AND DATE THIS
FORM. PLEASE RETURN THIS FORM PROXY PROMPTLY, USING THE ENCLOSED ENVELOPE FOR
YOUR CONVENIENCE.

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF
BAYLAKE CORP.

GENERAL

This Proxy Statement is being furnished to the shareholders of Baylake
Corp. ("Baylake") in connection with the solicitation of proxies on behalf of
Baylake's Board of Directors to be voted at the Annual Meeting of Shareholders
to be held at 7:00 p.m., local time, on Monday, June 3, 2002, at the Baylake
Bank Conference Center, 222 North Third Avenue, Sturgeon Bay, Wisconsin, and at
any adjournment or postponement thereof (the "Annual Meeting"). Proxies are
solicited to give all shareholders of record at the close of business on March
20, 2002 (the "Record Date"), an opportunity to vote on matters that come before
the Annual Meeting. This Proxy Statement and the enclosed proxy card are being
mailed to the shareholders on or about April 30, 2002.

At the Annual Meeting, Baylake shareholders will be asked to elect
three (3) directors to serve as Class II directors, whose terms as directors
will expire in 2005. This matter is described in detail herein. Baylake does not
know of any matters, other than as described in the Notice of Annual Meeting and
this Proxy Statement that are to come before the Annual Meeting.

THE BOARD OF DIRECTORS OF BAYLAKE UNANIMOUSLY RECOMMENDS:

- A VOTE FOR EACH OF THE THREE NOMINEES FOR CLASS II
DIRECTOR,

AS THE BOARD OF DIRECTORS BELIEVES SUCH ACTIONS TO BE IN THE BEST INTERESTS OF
BAYLAKE AND ITS SHAREHOLDERS

QUORUM

The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Baylake Common entitled to vote shall constitute a
quorum for all matters to be considered at the Annual Meeting. Abstentions and
withholding of votes as to any proposal will not be counted as votes cast in
favor of or against the proposal. In addition, shares held in street name which
have been designated by brokers on proxy cards as not voted as to any proposal
(so-called broker non-votes) will not be counted as votes cast with respect to
the proposal. Proxies marked as abstentions, withhold or as broker non-votes,
however, will be treated as shares present for purposes of determining the
presence or absence of a quorum. The Inspector of Election appointed by the
Board of Directors will determine the shares represented at the Annual Meeting
and the validity of proxies and ballots, and will count all votes and ballots.

VOTING

The Baylake Common is the only class of voting security of Baylake. As
of the Record Date, 7,471,576 shares of Baylake Common were issued and
outstanding. Each share of Baylake Common outstanding on the Record Date is
entitled to one vote with respect to each matter properly brought before the
Annual Meeting.

The voting requirements and procedures described below are based upon
the provisions of the Wisconsin Business Corporation Law, Baylake's charter
documents and other requirements applicable to the matters to be voted upon at
the Annual Meeting. All shares of Baylake Common represented at the Annual
Meeting by properly executed proxies received prior to or at the Annual Meeting,
and not revoked in the manner described below, will be voted in accordance with
the instructions made on the proxy card. If no instructions are indicated,
properly executed proxies will be voted FOR the election of the three director
nominees named herein. If any of the nominees would decline or be unable to act,
which management does not anticipate, proxies will be voted with discretionary
authority for a substitute nominee selected by the Board of Directors. In
addition, if any other matters are properly presented at the Annual Meeting for
action, the persons named in the enclosed proxy card will have the discretion to
vote on such matters in accordance with their best judgment.

Directors will be elected by a plurality of the votes of the shares of
Baylake Common present in person or represented by proxy at the Annual Meeting.
The three nominees receiving the most votes will be elected as Directors of
Baylake, each to serve a three-year term. Only shares that are voted in favor of
a particular nominee will be counted toward that nominee's achievement of a
plurality. Shares present at the Annual Meeting that are not voted for a
particular nominee or shares present by proxy as to which the shareholder
properly withheld authority to vote for the nominee (including broker non-votes)
will not be counted toward the nominee's achievement of a plurality.

REVOCABILITY OF PROXIES AND PROXY INFORMATION

Any shareholder submitting a proxy has the right to revoke the proxy at
any time before it is voted at the Annual Meeting by (i) giving written notice
of revocation (bearing a date later than the proxy) to the Secretary of Baylake,
(ii) giving oral notice to the presiding officer during the Annual Meeting that
the shareholder intends to vote in person, or (iii) submitting a later dated
proxy. Attendance by a shareholder at the Annual Meeting will not in and of
itself constitute revocation of a proxy. Any written notice revoking a proxy
should be delivered to Daniel F. Maggle, Secretary, Baylake Corp., 217 N. Fourth
Avenue, P.O. Box 9, Sturgeon Bay, WI 54235.

The expense of preparing, printing and mailing this Proxy Statement and
the solicitation of proxies at the Annual Meeting will be borne by Baylake.
Baylake will reimburse brokers and others who are record holders of Baylake
Common for the reasonable expenses incurred in obtaining voting instructions
from beneficial owners of such shares. In addition to solicitation by mail,
directors, officers and employees of Baylake may solicit proxies by telephone,
facsimile transmission or personal contact, but will receive no compensation for
such services other than their regular compensation.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

PROPOSAL 1: ELECTION OF DIRECTORS

The first item to be acted upon at the Annual Meeting is the election
of three directors to serve until the 2005 Annual Meeting of Shareholders. The
Bylaws of Baylake provide for classification of the Board of Directors into
three classes as nearly equal in number as practicable, each to serve staggered
three-year terms, with the term of one class expiring each year. The Bylaws also
provide that the Board may consist of not less than five (5) or more than
seventeen (17) directors as shall be determined from year to year by the
shareholders.

The Board of Directors currently consists of twelve (12) directors, including
four (4) Class I directors, whose terms expire in 2004, four (4) Class II
directors whose terms expire in 2002, and four (4) Class III directors whose
terms expire in 2003. The Board of Directors has nominated three (3) individuals
named below for election as directors of Class II, to serve for terms expiring
at the 2005 Annual Meeting of Shareholders and upon the election of their
successors. All three of the nominees are currently directors of Baylake. There
are no arrangements or understandings between any director or nominee and any
other person pursuant to which such director or nominee was selected, and no
director, nominee or executive officer is related to any other director, nominee
or executive officer by blood, marriage or adoption, except that Thomas L.
Herlache and Ruth Nelson are brother and sister.

Unless otherwise directed, proxies will be voted FOR the election of
the three Class II director nominees. If any of the nominees would decline or be
unable to act, which management does not anticipate, proxies will be voted with
discretionary authority for a substitute nominee to be designated by the Board
of Directors.

The following also sets forth information as to current directors of
Baylake who will serve as directors for the indicated terms. Except as otherwise
indicated, each of the directors has been employed in such director's current
occupation for at least five years. All of the directors of Baylake also serve
as directors of Baylake Bank, Baylake's principal operating subsidiary.

NOMINEES FOR ELECTION AS CLASS II DIRECTORS FOR TERM EXPIRING IN 2005:

PRINCIPAL OCCUPATION AND DIRECTOR
NAME AND AGE BUSINESS EXPERIENCE SINCE
------------ ------------------- -----

Robert W. Agnew (60) President & CEO, Peterson Industries, 2001
(3) LLC

George Delveaux, Jr. (59) Dairy Farmer 1981
(5)

Joseph Morgan (59) President of Mary Morgan, Inc. (printing), 1995
(4)(5) a Gannett Company

CONTINUING CLASS I DIRECTORS WHOSE TERM EXPIRES IN 2004:

PRINCIPAL OCCUPATION AND DIRECTOR
NAME AND AGE BUSINESS EXPERIENCE SINCE
------------ ------------------- -----

John W. Bunda (67) Retired Retailer 1972
(3)

Roger G. Ferris (59) Managing Director; Aon Risk Services 2001
(2)(3) Of Wisconsin (insurance brokerage operation)

Thomas L. Herlache (59) President, Chief Executive Officer and 1970
(1)(2)(4) Chairman of Baylake; President, CEO,
Ex officio:(5) Chairman and Trust Officer of Baylake
Bank; Director, Bill Boettcher, Inc.

Paul Jay Sturm (50) Partner in Omholt & Forsythe, SC. 1998
(2)(4)(5) (attorney at law)

CONTINUING CLASS III DIRECTORS WHOSE TERM EXPIRES IN 2003:

PRINCIPAL OCCUPATION AND DIRECTOR
NAME AND AGE BUSINESS EXPERIENCE SINCE
------------ ------------------- -----

Ronald D. Berg (67) Retired; formerly, Senior Vice President of 1979
(1)(3) Baylake Bank

Richard A. Braun (59) Executive Vice President and Vice Chairman 1994
(1)(2)(4)(5) of Baylake

Ruth Nelson (67) Retired; General Manager of Ephraim 1983
(1)(5) Shores (motel and restaurant)

William C. Parsons (65) President of Palmer Johnson Enterprises 1979
(1)(3)(4) (shipbuilding and marine components)

(1) Member of the EXECUTIVE COMMITTEE, which reviews the financial,
administrative and regulatory, activities of Baylake and Baylake Bank.
This committee is authorized by the Board of Directors to act on its
behalf on any matter permitted by law. This committee generally meets
on a weekly basis (except for the third Tuesday of each month) and held
28 meetings during 2001. Mr. Herlache serves as the Chairman of this
Committee.

(2) Member of the DIRECTOR LOAN COMMITTEE, which reviews certain loan
transactions of Baylake Bank. This committee meets on a weekly basis
and held 51 meetings during 2001. Mr. Collins serves as the Chairman of
this Committee.

(3) Member of the AUDIT AND LEGAL COMMITTEE, which reviews financial and
legal matters of Baylake. This committee held 11 meetings in 2001. Mr.
Berg serves as the Chairman of this Committee.

(4) Member of the PERSONNEL AND COMPENSATION COMMITTEE, which reviews the
personnel policies and annual compensation levels of Baylake Bank. This
committee held 2 meetings during 2001.

(5) Member of the ASSET MANAGEMENT COMMITTEE, which reviews the function
and administration of the trust and financial services departments of
Baylake Bank and Baylake's non-bank subsidiaries. This committee meets
on a monthly basis and held 12 meetings during 2001. Ms. Nelson serves
as the Chairman of this Committee.

Each member of the Board of Directors attended at least 75% of the
meetings of the Board of Directors and of all committees on which such directors
served during 2001, except for the following: Ruth Nelson attended 66% of the
Board of Directors meetings, 71% of the Executive Committee meetings, and 66% of
the Asset Management Committee meetings; Joseph Morgan attended 66% of the Asset
Management Committee meetings; and John Collins attended 74% of the Director
Loan Committee meetings.

OWNERSHIP OF BAYLAKE COMMON

The table below sets forth information regarding the beneficial
ownership of Baylake Common as of March 20, 2002 by (a) each director and
nominee for director (including the named executive officers in the Summary
Compensation Table below), (b) each of the named executive officers not listed
as a director, (c) all executive officers and directors of Baylake and its
subsidiaries as a group, and (d) all shareholders, including addresses, who are
known to Baylake to beneficially own more than 5% of the outstanding shares of
Baylake Common as of such date.

Name (1) Number of Shares Percent
-------- ---------------- -------

(a)
Thomas L. Herlache 134,701(2) 1.80%
Robert A. Agnew 2,047 *
Ronald D. Berg 13,029 *
Richard A. Braun 101,400(3) 1.36%
John W. Bunda 3,378 *
John D. Collins 73,517 *
George Delveaux, Jr. 1,784 *
Roger G. Ferris 2,433 *
Joseph Morgan 14,580 *
Ruth Nelson 113,303 1.52%
William C. Parsons 83,198 1.11%
Paul Jay Sturm 18,000 *

(b)

Michael J. Gilson 90,157(4) 1.21%
Daniel F. Maggle 84,203(5) 1.13%
Robert M. Zubella 82,787(6) 1.11%

(c)

All executive officers and directors 1,158,530(7) 15.51%
as a group (23 persons)

(d)

Ellsworth L. Peterson 680,255 9.10%
55 Utopia Circle
Sturgeon Bay, WI 54235

Oliver Ulvilden 402,973 5.39%
P.O. Box 189
Ephraim, WI 54211

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

* Constitutes less than 1% of the outstanding shares

(1) For all listed persons, the number includes shares held by,
jointly with, or in trust for the benefit of, spouse and
dependent children. Shares are reported in such cases on the
presumption that the individual may share voting and/or
investment power because of the family relationship.

(2) Includes beneficial ownership of 25,790 shares which may be
acquired upon the exercise of stock options (of which 15,610
are in the money) exercisable currently or within 60 days of
the date hereof.

(3) Includes beneficial ownership of 18,300 shares which may be
acquired upon the exercise of stock options (of which 14,700
are in the money) exercisable currently or within 60 days of
the date hereof.

(4) Includes beneficial ownership of 73,900 shares which may be
acquired upon the exercise of stock options (of which 63,310
are in the money) exercisable currently or within 60 days of
the date hereof.

(5) Includes beneficial ownership of 55,790 shares which may be
acquired upon the exercise of stock options (of which 45,610
are in the money) exercisable currently or within 60 days of
the date hereof.

(6) Includes beneficial ownership of 67,790 shares which may be
acquired upon the exercise of stock options (of which 57,610
are in the money) exercisable currently or within 60 days of
the date hereof.

(7) Includes beneficial ownership of 561,700 shares which may be
acquired upon the exercise of stock options (of which 462,205
are in the money) exercisable currently or within 60 days of
the date hereof.

DIRECTORS' FEES AND BENEFITS

Directors of Baylake or Baylake Bank are paid $450 for each general
board meeting attended, and $200 for each board meeting which is not attended.
Members of any of the identified committees also receive $250 for each committee
meeting attended.

Baylake also has deferred compensation agreements with certain of its
directors, including John W. Bunda, George Delveaux, Jr., Ruth Nelson, and
William Parsons. Under these agreements, participating directors may elect to
defer their annual directors' fees until retirement, termination, death or
disability, at which time the deferred amount, including any income or gains
thereon, are payable in a lump sum or in annual installments. At death, all sums
held in the account of a participating director are payable to designated
beneficiaries. Although Baylake maintains policies of insurance to support
payments under these agreements, participating directors have no interest in
such policies or any benefits accruing under such policies.

DIRECTOR NOMINATIONS BY SHAREHOLDERS

Baylake's Bylaws require that notice of shareholder nominations for
directors must be made by notice in writing, delivered or mailed by first class
United States mail, postage prepaid, to the Secretary of Baylake not less than
14 days nor more than 70 days prior to the Annual Meeting in order to be
considered. Each notice of nomination must contain the name and address, the
principal occupation or employment, and number of shares of Baylake Common
beneficially owned by each nominee and the class for which nominated. The
Chairman of the Annual Meeting shall determine whether any nomination was not
made in accordance with the Bylaws and, if so determined, he shall indicate such
at the Annual Meeting and the defective nomination will be disregarded.

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Set forth below is information with respect to the principal
occupations during the last five years for the executive officers of Baylake and
Baylake Bank who do not serve as directors of Baylake. All executive officers
are elected annually by the Board of Directors and serve until their successors
are elected and qualified. As of the date hereof, no executive officer set forth
below is related to any director or other executive officer of Baylake or
Baylake Bank by blood, marriage or adoption, and there are no arrangements or
understandings between a director of Baylake and any other person pursuant to
which such person was elected an executive officer.

Susan F. Anschutz. . Age 38. Ms. Anschutz currently serves as Senior
Vice President of Marketing of Baylake Bank and has held that position since
1996. Ms. Anschutz joined Baylake Bank in 1992.

Marcia M. Cryderman. Age 49. Ms. Cryderman currently serves as Senior
Vice President - Sales and has held this position since 2001. Ms. Cryderman
joined Baylake Bank in 1995.

Michael J. Gilson. Age 54. Mr. Gilson currently serves as Senior Vice
President - Commercial Division of Baylake Bank and has held this position since
1985. Mr. Gilson joined Baylake Bank in 1971.

Sharon A. Haines. Age 54. Ms. Haines currently serves as Senior Vice
President of Human Resources of Baylake Bank and has held that position since
1998. Ms. Haines joined Baylake Bank in 1989.

Daniel M. Hanson. Age 45. Mr. Hanson currently serves as Senior Vice
President - Operations Division and has held that position since 1991. Mr.
Hanson joined Baylake Bank in 1980.

John Hauser. Age 43. Mr. Hauser currently serves as Chief Investment
Officer of Baylake Bank and has held that position since 1998. Mr. Hauser joined
Baylake Bank in 1984.

Judith A. Heidner. Age 60. Ms. Heidner currently serves as Senior Vice
President - Compliance and New Product Development of Baylake Bank and has held
that position since 2000. Ms. Heidner joined Baylake Bank in 1996 and has
previously served as Compliance Officer since 1996.

Steven D. Jennerjohn. Age 48. Mr. Jennerjohn currently serves as
Treasurer and Chief Financial Officer of Baylake and Senior Vice President -
Accounting Division of Baylake Bank and has held those positions since 1992. Mr.
Jennerjohn joined Baylake Bank in 1977.

Daniel F. Maggle. Age 47. Mr. Maggle currently serves as Secretary of
Baylake and Senior Vice President - Administration Division of Baylake Bank and
has held those positions since 1992. Mr. Maggle joined Baylake Bank in 1972.

Paul C. Wickmann. Age 50. Mr. Wickmann currently serves as Vice
President of Baylake and Senior Vice President - Asset Management Division of
Baylake Bank and has held those positions since 1981. Mr. Wickmann joined
Baylake Bank in 1973.

Robert M. Zubella. Age 49. Mr. Zubella currently serves as Vice
President of Baylake and Senior Vice President - Retail Division of Baylake Bank
and has held that position since 1992. Mr. Zubella joined Baylake Bank in 1986.

EXECUTIVE COMPENSATION

Compensation Summary. The following table summarizes certain
information for each of the last three years concerning all compensation awarded
or paid to or earned by the Chief Executive Officer of Baylake and other highly
compensated officers of Baylake Bank whose salary and bonus exceeded $100,000
during 2001.

SUMMARY COMPENSATION TABLE

Annual Compensation(6)
----------------------
All other
Name and Principal Salary Bonus Options Compensation
Position Year ($)(1) ($)(2) (#)(3) ($)(4)
- ---------------------- ---- ------ ------ ------ ------

Thomas L. Herlache 2001 382,785(5) 90,000 2,950 19,000
President and Chief 2000 370,212(5) 75,000 6,000 19,000
Executive Officer 1999 298,533(5) 98,000 12,000 18,000

Michael J. Gilson 2001 117,059 4,814 2,950 11,600
Senior Vice President 2000 111,023 ----- 6,000 11,000
Commercial Division 1999 104,657 4,349 12,000 10,330

Daniel F. Maggle 2001 105,712 4,358 2,950 10,500
Senior Vice President 2000 95,673 ----- 6,000 9,500
Administration 1999 83,878 3,503 12,000 8,320

Robert M. Zubella 2001 105,612 4,357 2,950 10,500
Senior Vice President 2000 95,573 ----- 6,000 9,500
Retail Division 1999 81,797 3,414 12,000 8,110

(1) The salary amount set forth include base salaries, directors' fees and
employee contributions made to the account of the named executive
officer pursuant to the Baylake Bank's 401(k) Plan.

(2) Consists of bonuses earned during the years indicated pursuant to
Baylake Bank's Pay-for-Performance Program and prior bonus plans, which
amounts were paid as soon as practicable in the following year. See
"Personnel and Compensation Committee Report on Management Compensation
-- Year-end Bonuses" below for more detailed information.

(3) Consists solely of non-qualified stock options granted to the named
executive officer under Baylake's 1993 Stock Option Plan, as amended.
These have been adjusted for the 3 for 2 stock dividend paid on May 15,
1998 and the 2 for 1 stock dividend paid on November 15, 1999.

(4) Consists of employer matching and other contributions made to the
account of the named executive officer under Baylake Bank's 401(k)
Plan.

(5) Includes annual compensation deferred at Mr. Herlache's election
pursuant to the Thomas L. Herlache Deferred Compensation Plan, under
which Mr. Herlache may defer a portion of his annual compensation in an
amount equal to the greater of $20,500 or 15.6% of his base salary.
Amounts deferred are held in a rabbi trust for the benefit of Mr.
Herlache.

(6) Although the named individuals received perquisites or other personal
benefits in the years shown, in accordance with SEC regulations the
value of these benefits is not shown because they did not in the
aggregate exceed 10% of the individual's salary and bonus in any year.

Mr. Herlache has a Preferred Compensation Agreement with Baylake Bank
under which Mr. Herlache is entitled to receive a minimum cash benefit of
$20,000 per year (payable in monthly installments) upon his death, disability or
retirement at age 65. Such payment will be made for a period of ten years. If
Mr. Herlache decides to retire before age 65, he will be entitled to reduced
annual benefits (with the reduction equal to 6.5% multiplied by the difference
between his age at early retirement and age 65); however, Mr. Herlache will not
be entitled to any such benefits upon retirement prior to age 60. Mr. Herlache
also has an "Executive Employee Salary Continuation Agreement" with Baylake Bank
under which Mr. Herlache is entitled to receive a maximum cash benefit of
$67,500 per year (payable in monthly installments) upon his death, disability,
or retirement at age 65. Such payment will be made for a period of at least
fifteen years.

Stock Options. The following tables set forth certain information
concerning grants of options to purchase Baylake Common made to the named
executive officers during 2001 and the number and value of options outstanding
at the end of 2001 for the named executive officers.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants (1)

Potential Realizable
Percent of Value at Assumed
Total Options/ Annual Rates of Stock
Options/ SARs Granted Exercise Market Price Price Appreciation
SARs to Employees or Base at Date Expiration for Option Term (2)
Name Granted(#) in Fiscal Year Price($/sh) of Grant Date 5%($) 10%($)
- ---- ---------- -------------- ----------- -------- ---- ----- ------

Thomas L. Herlache 2,900 9.0% $ 14.75 $ 14.75 1/2/11 26,901 68,172
Thomas L. Herlache 50 0.0% $ 13.00 $ 13.00 4/24/11 321 948
Michael J. Gilson 2,900 9.0% $ 14.75 $ 14.75 1/2/11 26,901 68,172
Michael J. Gilson 50 0.0% $ 13.00 $ 13.00 4/24/11 321 948
Daniel F. Maggle 2,900 9.0% $ 14.75 $ 14.75 1/2/11 26,901 68,172
Daniel F. Maggle 50 0.0% $ 13.00 $ 13.00 4/24/11 321 948
Robert M. Zubella 2,900 9.0% $ 14.75 $ 14.75 1/2/11 26,901 68,172
Robert M. Zubella 50 0.0% $ 13.00 $ 13.00 4/24/11 321 948

(1) Consists entirely of non-qualified stock options granted pursuant to
Baylake's 1993 Stock Option Plan. All options granted after April 30,
1993 have and will have exercise prices equal to 100% of Baylake Common
fair market value on the date of grant. The options granted to date
become exercisable 20% per year, commencing one year from date of
grant.

(2) Pre-tax gain. The dollar amounts under these columns result from
calculations at the 5% and 10% rates set by the Securities and Exchange
Commission in the proxy disclosure rules and, therefore, are not
intended to forecast possible future appreciation, if any, in Baylake's
stock price. The per share price of Baylake Common would be $24.03 and
$38.26 if the increase was 5% and 10%, respectively, compounded
annually over the option term.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES (1)

Number of Securities
Underlying
Unexercised Value of Unexercised
Options/SARs at Fiscal In-the-Money Options/SARs
Year-End (#) At Fiscal Year-End ($)(3)
Shares Acquired on Value
Name Exercise (#) Realized ($)(2) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ --------------- ----------- ------------- ----------- -------------

Thomas L. Herlache 6,000 $36,300 15,610 2,440 $ 58,987 $ 8,044

Michael J. Gilson -- -- 63,310 2,440 $ 242,601 $ 8,044

Daniel F. Maggle 12,000 $24,000 45,610 2,440 $ 151,321 $ 8,044

Robert M. Zubella 6,000 $56,000 57,610 2,440 $ 194,521 $ 8,044

(1) Consists entirely of non-qualified stock options; no SARs have been
granted or exercised.
(2) Pre-tax gain. Market price at date of exercise of options, less option
exercise price, times number of shares, equals value realized.
(3) Pre-tax gain. Calculated assuming market price of Baylake Common at
fiscal year-end of $13.10 per share.

PERSONNEL AND COMPENSATION COMMITTEE REPORT ON MANAGEMENT COMPENSATION

The Board of Directors determines the compensation of Baylake Bank's
executive officers, based on the recommendations of the Personnel and
Compensation Committee (the "Committee"). However, with respect to the
compensation of Thomas L. Herlache, Baylake Bank's President and Chief Executive
Officer, the Board of Directors determines his compensation based upon various
factors, including: (i) the financial performance of Baylake Bank; (ii) his
length of service and an evaluation of his overall job performance; (iii) the
compensation levels of executive officers in similar positions with similar
companies; and (iv) other information and subjective factors which the Committee
deems appropriate. The Committee subjectively analyzes these factors, and
certain factors may weigh more heavily than others. Directors and committee
members who are also executive officers of Baylake Bank do not participate in
discussions concerning his compensation. The Board of Directors unanimously
adopted the recommendations of the Committee without modifications.

The Committee is comprised of six persons, including three outside
directors, Thomas L. Herlache, Richard A. Braun, and Sharon Haines, Director of
Human Resources. Ms. Haines is substantially responsible for initially
formulating the recommended compensation levels of the salaried employees and
executive officers. The Committee generally meets one time during the year to
consider compensation levels and make recommendations to the Board. It works
with the human resources department which gathers and provides useful
information for the Committee's review.

The general philosophy of the Committee is to offer employees fair and
competitive compensation, based on the employee's individual contribution,
experience and performance and on Baylake Bank's overall growth and performance.
Baylake Bank's executive compensation policies are intended to attract and
retain competent management with a balance of short- term and long-term
considerations and to provide incentives to individuals based upon the Bank's
growth and earnings and the attainment of certain goals. The Board of Directors
believes that this policy is critical to the long-term success and
competitiveness of Baylake.

In making its executive compensation recommendations for 2001, the
Committee considered various

factors, including the following: (i) the financial performance of Baylake Bank
as a whole on both a short-term and long-term basis (including net income, an
increase in deposits and loans, return on average shareholder equity, and return
on average assets); (ii) with respect to each individual executive officer, the
financial performance of that area of Baylake Bank, if any, for which such
executive is responsible, including whether or not that area of the Bank
achieved its goals for 2001; (iii) the length of service of the executive and an
evaluation of the executive's overall job performance; (iv) the compensation
levels of executive officers in similar positions with similar companies; and
(v) other information (such as cost of living increases) and subjective factors
which the Committee deems appropriate for a particular executive. The Committee
subjectively analyzes these factors, and certain factors may weigh more heavily
than others with regard to any individual executive officer.

The main components of Baylake Bank's executive compensation program
consist of base salary, a year-end bonus, and stock options, in addition to
standard medical, life and disability benefits and a 401(k) profit sharing plan
made available to all employees.

Base Salary. The principal component of executive compensation is base
salary. The Committee believes that base salary is most important in retaining
highly qualified officers. Accordingly, it reviews compensation surveys and
comparisons collected by the human resources department and seeks to recommend
salaries at levels above those applicable to other financial institutions and
businesses similarly situated on the basis of type, size and community, although
the Committee and human resources department do not perform any mathematical
calculations or statistical analyses to arrive at any percentile comparison.
Salary surveys include both informal surveys conducted by the human resources
department with the cooperation of nearby community financial institutions and
businesses, and formal financial surveys conducted by independent banking
consultants and banking associations.

In recommending base salary levels for 2001, the Committee (and the
Board, as to the salary of Mr. Herlache) considered such factors as growth in
net income and earnings per share and return on average assets and average
stockholders' equity. With respect to Mr. Herlache's salary in particular, the
Board took into account the sustained top performance of Baylake under his
leadership as well as Baylake's most recent annual performance. In view of these
considerations, the Board and Committee determined that a salary increase for
the executive officers ranging from 3.5% to 28.57% including a salary increase
for Mr. Herlache of 3.77% would be appropriate. As part of Mr. Herlache's
compensation, a $90,000 bonus was paid in 2001, or 32% of base salary, compared
to $75,000, or 28.3% of base salary, in 2000 (See Table 1).

Year-End Bonuses. The Board of Directors, in conjunction with the
Committee, implemented a year-end bonus program, called the "Pay-for-Performance
Program," which commenced in 1993. The Pay-for-Performance Program offers
incentives to executive officers and other eligible employees, except for Mr.
Herlache, to earn bonuses directly dependent on the Bank's performance in
numerous select areas and in various divisions. The bonus plans reflect the
philosophy of the Board that a significant portion of executive compensation
should be related to the financial performance of the Bank.

The Pay-for-Performance Program is intended to motivate and reward
management and other employees by linking bonuses to critical financial
performance components of the Bank. Under the Program, key indicators have been
identified which are considered by the Board to have an impact on the earnings
of Baylake Bank. These indicators include the following: growth in net income,
asset quality measurements, and productivity measurements. Certain quantitative
goals were assigned to each of these indicators (ranging from goal 1 to goal
10), and each indicator was assigned a weighted value based on its perceived
influence on earnings. The Board determined that achievement of the maximum
goals (goal 10) across all indicators in 2001 should generate at least
$1,723,000 in additional pre-tax income, and that the bonus pool should
constitute 45% of additional net income attributable to the performance
indicators (resulting in a maximum potential bonus pool of approximately

$775,000 for 2001). However, it was agreed that no bonuses would be awarded
unless Baylake's return on average stockholders' equity for 2001 was at least
13.5%.

After determining the bonus pool, a calculation is made as to the size
of the bonus pool set forth as a percentage of total salary expense, and each
employee is eligible to receive a bonus equal to such percentage multiplied by
their base salary. Based on actual results for 2001 among the various indicators
which achieved prescribed goals, a bonus pool was established. The bonus pool
amounted to 4.15% of total salaries. Executive officers of Baylake Bank received
bonuses of 4.15%.

Stock Options. In April 1993, the Board of Directors approved Baylake's
1993 Stock Option Plan (the "Option Plan"), which was later approved by the
shareholders in June 1993. The Option Plan was established to provide a
long-term incentive to the Bank's executive officers and other key employees, to
increase the overall value of Baylake in future years. The Board seeks to
further motivate management by granting them options to purchase shares of
Baylake Common and thus offering them a greater stake in Baylake's future. The
Board also views the Option Plan as a significant component of the Bank's
overall compensation package and is a complement to base salary and bonus. The
Option Plan also enables the Bank to compensate its officers without having to
make any cash payments.

A total of 400,000 shares of Baylake Common has been reserved for
issuance upon exercise of options granted and to be granted under the Option
Plan. Under an Amendment to the Plan dated and filed with the Securities and
Exchange Commission, the number of shares reserved has been increased to
600,000. As a result of the stock dividend of November 15, 1999, shares reserved
total 1,200,000. Options to purchase an additional 22,000 shares were granted in
February, 2002 at an exercise price of $13.00 per share, which approximates the
then current market value of the Baylake Common. To date, options to purchase up
to 910,975 in aggregate have been granted to a total of thirteen executive
officers of the Bank. All options granted will have an exercise price equal to
the market value of the Baylake Common at the date of grant. Option grants have
been and will be made at or near the current market value so that any value is
dependent upon an increase in the market value of the Baylake Common. The
options vest over five years (20% per year), commencing one year after date of
grant, and expire after 10 years if not exercised.

The total number of options earned by Baylake Bank's executive officers
in 2001 was generally based on the Bank's continued performance in 2001 as
compared to 2000, and the number of options granted on an individual basis took
into account the executive officer's relative cash compensation, experience,
responsibilities and attribution to the Bank's past and future performance. In
2002, Mr. Herlache was granted options to purchase 2,000 shares of Baylake
Common, while other divisional senior vice presidents were granted options to
purchase 2,000 shares, except that Judith Heidner and Marcia Cryderman were
granted options to purchase 1,000 shares.

Submitted by the Personnel and Compensation Committee:

Richard A. Braun
Sharon Haines (non-director)
Thomas L. Herlache
Joseph Morgan
William C. Parsons
Paul Jay Sturm

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As indicated above, Thomas L. Herlache, President and Chief Executive
Officer of Baylake and Baylake Bank, and Sharon Haines, Director of Human
Resources, serve as members of the Personnel and Compensation Committee. Mr.
Herlache is a member of the Baylake Board of Directors, although he does not
participate on decisions affecting his own compensation. During 2001, no
executive officer of Baylake (a) served as a member of the compensation
committee of another entity, one of whose executive officers served on the
Personnel and Compensation Committee of Baylake, (b) served as a director of
another entity, one of whose executive officers served on the Personnel and
Compensation Committee of Baylake, or (c) was a member of the compensation
committee of another entity, one of whose executive officers served as a
Director of Baylake.

CERTAIN TRANSACTIONS WITH MANAGEMENT

Baylake Bank has, and expects to continue to have, regular dealings
with officers and directors of Baylake as well as their associates. Since
January 1, 2001, several such persons have been indebted to Baylake Bank for
loans made in the ordinary course of business. Loans to all such persons remain
on substantially the same terms, including interest rates and collateral, on
those prevailing at the time for comparable transactions with unaffiliated
persons, are current with respect to payments, and do not involve more than the
normal risk of collectability or present other unfavorable features.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Under Section 16(a) of the Exchange Act, Baylake's directors and
executive officers, and any persons holding more than 10% of the outstanding
Baylake Common, are required to report their initial ownership of the Baylake
Common and any subsequent changes to such ownership to the Securities and
Exchange Commission and to furnish Baylake with copies of all such reports they
file. Baylake knows of no person who owns 10% or more of the Baylake Common.

Specific due dates for these reports have been established, and Baylake
is required to disclose in this Proxy Statement any failure to file such reports
by these dates during 2001. Based solely on review of the copies of these
reports furnished to Baylake and written representations that no other reports
were required to be filed, Baylake believes that all reporting requirements
under Section 16(a) for the fiscal year ended December 31, 2001 were met in a
timely manner by its directors and officers.

PERFORMANCE GRAPH

The following graph shows the cumulative stockholder return on the
Baylake Common over the last five fiscal years compared to the returns of
Standard & Poors 500 Stock Index and the Nasdaq Bank Index, prepared for Nasdaq
by the Center for Research in Securities Prices at the University of Chicago.

(1) Assumes $100 invested on December 31, 1996 in each of Baylake Corp.
common stock, the Standard & Poors 500 Stock Index and the Nasdaq Bank
Index. Dividends are assumed to be reinvested.

AUDIT & LEGAL COMMITTEE REPORT ON AUDIT ACTIVITIES

The Board of Directors evaluates the requirements for audit activities
by independent auditors on a regular basis. The Audit & Legal Committee, which
reviews Baylake's financial reporting process on behalf of the Board of
Directors, includes in its membership at least three qualified independent
directors, including one member who has substantial independent experience in
finance and accounting. The Board of Directors has adopted a written Audit
Committee Charter, effective December 19, 2000. Additional responsibilities of
the Audit & Legal Committee are set forth in the Audit Committee Charter. In
addition, it has reported its activities and findings under the Report of the
Audit & Legal Committee dated February 19, 2002.

Management has the primary responsibility for the financial statements
and the reporting process, including the systems of internal controls. In this
context, and in accordance with its Charter, the Audit & Legal Committee has
reviewed and discussed Baylake's audited financial statements for fiscal 2001
with management of Baylake. During these discussions, management represented to
the Audit & Legal Committee that Baylake's consolidated financial statements
were prepared in accordance with generally accepted accounting principles. In
addition, the Audit & Legal Committee has discussed with Smith & Gesteland, LLP,
Baylake's independent accountants, the matters required to be discussed by
Statement on Auditing Standards No. 61. (Communication with Audit Committees).
The Audit Committee also has received the written disclosures and the letter
from Smith & Gesteland, LLP required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), and has discussed with
Smith & Gesteland, LLP its independence from Baylake and its management. The
Audit & Legal Committee has, on a continuing basis, considered the possibility
of a conflict of interest arising as a result of Smith & Gesteland, LLP
performing independent audit services and other non-audit services. In each
case, it was determined that no conflict resulted and that the independence of
the auditor was not compromised. Prior authorization was granted by the
Committee in each case before any services were performed. The Board is
satisfied that the audit services have been provided in compliance with adequate
standards for independence.

Based on its review and discussions with management and the auditors,
the Audit & Legal Committee has recommended to the Board of Directors, and the
Board of Directors subsequently approved the recommendation, that the audited
financial statements of the Company 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, a copy of which report is attached to this Proxy
Statement.

Submitted by the Audit & Legal Committee:

Ronald D. Berg (Chairman)
Robert W. Agnew
John W. Bunda
Roger G. Ferris
William C. Parsons

FEES OF INDEPENDENT PUBLIC ACCOUNTANTS

For services rendered in 2001 by Smith & Gesteland, LLP, Baylake's
independent auditors, the following fees were incurred:

Audit Fees. The aggregate professional fees and expenses billed by
Smith & Gesteland, LLP in connection with the audit of Baylake's annual
financial statements as of and for the year ended December 31, 2001 and for the
required review of Baylake's financial statements included in its Form 10-Q
filings for the year 2001 was $65,282.

Financial Information Systems Design and Implementation Fees. There
were no fees billed by Smith & Gesteland, LLP for the fiscal year ended December
31, 2001, for the design and implementation of financial information systems.

All Other Fees. The aggregate fees and expenses billed by Smith &
Gesteland, LLP for all other services rendered in connection with other matters
requested by Baylake and unrelated to the categories identified above for the
year ended December 31, 2001 was $39,605, which consisted of fees related to tax
compliance in the sum of $22,834, audit related work on capital market
transactions in the sum of $15,567, and all other fees in the sum of $1,204.

The Board of Directors intends to continue to use the accounting firm
of Smith & Gesteland, LLP as independent auditors to audit the financial
statements of Baylake for 2002. Representatives of Smith & Gesteland, LLP are
expected to be present at the Baylake Annual Meeting to respond to appropriate
questions and to make a statement if they desire to do so.

OTHER MATTERS

The Board of Directors is not aware of any other matters to be
presented at the Annual Meeting. If any other matter proper for action at the
Annual Meeting should be presented, the persons named as proxies will vote the
shares represented by the proxy on such matter in accordance with their best
judgment pursuant to discretionary authority granted in the proxy. If any matter
not proper for action at the Annual Meeting should be presented, the named
proxies will vote against consideration thereof or action thereon.

SUBMISSION OF SHAREHOLDER PROPOSALS

Proposals intended for inclusion in the proxy statement for next year's
annual meeting of shareholders must be in writing and must be received by the
Secretary of the Company at 217 N. Fourth Avenue, Sturgeon Bay, WI 54235 not
later than January 4, 2003. To be considered for inclusion in the Company's
proxy statement and proxy card for an annual meeting, the shareholder proposal
must be submitted on a timely basis and the proposal and proponent thereof must
meet the requirements established by the Securities and Exchange Commission for
shareholder proposals.

OTHER INFORMATION

Consolidated financial statements of Baylake and its subsidiaries are
included in the Annual Report to

Shareholders for the year ended December 31, 2001. Additional copies of the
Annual Report to Shareholders and Baylake's Annual Report on Form 10-K (without
exhibits) as filed with the Securities and Exchange Commission, which
accompanies this Proxy Statement, may be obtained, without charge, upon written
request to Steven Jennerjohn, Chief Financial Officer, Baylake Corp., 217 N.
Fourth Avenue, P.O. Box 9, Sturgeon Bay, WI 54235.

By Order of the Board of Directors

DANIEL F. MAGGLE
Secretary