OMB APPROVAL
--------------------------
OMB Number: 3235-0059
Expires: August 31, 2004
Estimated average burden
hours per response...14.73

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

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:

- --------------------------------------------------------------------------------
PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1913 (02-02)

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

March 14, 2003

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders (the
"Annual Meeting") of First Manitowoc Bancorp, Inc. (the "Corporation"), the
holding company for First National Bank, which will be held on Monday, April 21,
2003, 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 Shareholders 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,
2002 also is included in the Corporation's 2002 annual report (the "2002 Annual
Report"). A copy of the 2002 Annual Report can be obtained from the
Corporation's affiliate, the 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 shareholders 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
21. Hors d'oeuvres and refreshments will be served after the meeting.

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 SHAREHOLDERS
TO BE HELD ON APRIL 21, 2003

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

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Annual
Meeting") of First Manitowoc Bancorp, Inc. (the "Corporation") will be held on
Monday, April 21, 2003, 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 February 28, 2003 as the voting record
date for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting and at any adjournments or postponements thereof. Only
shareholders 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 14, 2003 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 SHAREHOLDERS
TO BE HELD ON APRIL 21, 2003

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

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 Shareholders ("Annual Meeting")
to be held at the Inn on Maritime Bay, 101 Maritime Drive, Manitowoc, Wisconsin,
on Monday, April 21, 2003, 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 Shareholders.

The Corporation's 2002 Annual Report to Shareholders (the "2002 Annual
Report") includes the Corporation's Form 10-K, including the Corporation's
consolidated financial statements for the fiscal year ended December 31, 2002,
and this Proxy Statement. The 2002 Annual Report, this Proxy Statement and form
of proxy ("proxy") are first being mailed to shareholders on or about March 14,
2003.

RECORD DATE AND OUTSTANDING SHARES

Only shareholders of record at the close of business on February 28, 2003
(the "Voting Record Date") will be entitled to vote at the Annual Meeting. On
the Voting Record Date, there were 6,937,268 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.

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 shareholder 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

Shareholders 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 persons 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 shareholder 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 shareholder 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 mail by
directors, officers and regular employees of the Corporation and the Bank,
without additional compensation therefor. 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
shareholder 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 CORPORATION DIRECTOR
NAME AGE AND PRINCIPAL OCCUPATION SINCE (1)
---- --- ----------------------------- ---------

NOMINEES FOR DIRECTOR FOR THREE-YEAR TERMS EXPIRING IN 2006
John M. Jagemann............... 57 Director of the Corporation; Director of the Bank; 1996
Vice President of Customer 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................ 57 Director of the Corporation; Director of the Bank; 1998
Director, President and Chief Executive 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.............. 64 Director and Chairman of the Board of Directors of 1979
the Corporation and the Bank; Chairman and Treasurer
of Crafts, Inc., a commercial roofing company.
</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 2004
John C. Miller................. 60 Director of the Corporation; Director of the 1996
Bank; President and Director of Miller-St.
Nazianz, Inc. a farm equipment manufacturer.
John E. Nordstrom.............. 67 Director of the Corporation; Director of the 1992
Bank; President of Omega Mfg. Corporation, a
manufacturer of packaging machinery for the
paper industry.
John J. Zimmer................. 62 Director and Vice President of the 1988
Corporation; Director of the Bank; President (also served from
of Management Advisory Group, LLC, a 1974-1980)
management consulting firm for CEOs of
growing companies.
DIRECTORS WHOSE TERMS EXPIRE IN 2005
Thomas J. Bare................. 64 Director and President of the Corporation and 1981
the 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................. 53 Director of the Corporation; Director of the 1980
Bank; Business Administrator at St. Peter the
Fisherman Catholic Parish, Two Rivers.
Katherine M. Reynolds.......... 52 Director of the Corporation; Director of the 1992
Bank; Attorney and Partner in Michael Best &
Friedrich LLP.
</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 FOR THE ELECTION OF
THE ABOVE-DESCRIBED NOMINEES. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR ELECTION OF THE NOMINEES FOR DIRECTOR.

SHAREHOLDER 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 shareholders called for
the election of directors, and only by a shareholder who has complied with the
notice provisions outlined in the Corporation's Bylaws. Shareholder nominations
must be made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a shareholder'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 shareholders, 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 shareholders 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 shareholders. The Corporation did not
receive any director nominations from shareholders in connection with the Annual
Meeting.

Each written notice of a shareholder 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 shareholders 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, 2002. 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,
2002 except for Mr. Miller.

The Board of Directors of the Corporation has appointed a standing audit
committee (the "Audit Committee"). The Audit Committee 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. The members of the Audit Committee, which met two times during the
fiscal year ended December 31, 2002, are Messrs. Zimmer (Chairman), Miller,
Webster and Weinert.

The Board of Directors of the Corporation and of the Bank has appointed a
standing committee on compensation, pension and retirement matters (the
"Compensation Committee"). The Compensation Committee is responsible for
recommending to the Board of Directors of the Corporation and the Bank,
respectively, the levels of compensation and benefits for executive officers of
the Corporation and the Bank, as appropriate. The members of the Compensation
Committee are Ms. Reynolds and Messrs. Bare, Jagemann, Weinert and Zimmer and
they also serve as members of the Bank's Compensation Committee. These directors
serve as the Compensation Committee for both the Corporation and the Bank.

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 of Directors of the Corporation, acting as a
Nominating Committee, met once during the fiscal year ended December 31, 2002 to
consider director nominees for the Annual Meeting. In February 2003, the Board
of Directors of the Corporation, acting as a Nominating Committee, considered
nominations for directors to be elected at the Annual Meeting to be held in
April 2003. The Nominating Committee considers nominees recommended by a
shareholder and submitted to the Nominating Committee in accordance with the
procedures described in the Corporation's Bylaws. See "Information with Respect
to Continuing Directors -- Shareholder 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................ 48 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 and 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................... 53 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.................. 53 Senior Vice President and Green Bay Marketing Manager of
the Bank since 1997.
Paul H. Wojta..................... 43 Senior Vice President, Bank Secrecy Act Officer and
Cashier of the Bank since 2000; Vice President of the same
from 1991 to 2000; Cashier of the Bank from 1987 to 1991;
Auditor of the Bank from 1983 to 1987; Director of FNBM
Investment Corporation, the Bank's investment corporation
since 1993; Director of Insurance Center of Manitowoc,
Inc., the Bank's insurance subsidiary since 2001.
</Table>

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of shares of Common
Stock as of February 28, 2003 (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)......................................... 572,783 8.2%
John M. Jagemann.......................................... 93,080 1.3
John C. Miller(2)......................................... 7,920 *
John E. Nordstrom......................................... 100 *
Craig A. Pauly(3)......................................... 81,776 1.2
Katherine M. Reynolds..................................... 3,438 *
John M. Webster(4)........................................ 6,400 *
Robert S. Weinert......................................... 90,372 1.3
John J. Zimmer(5)......................................... 22,448 *
Executive Officers who are not Directors:
Joseph W. Debilzen(6)..................................... 41,461 *
Daniel J. Lalko(7)........................................ 26,629 *
Charles P. Riley.......................................... 2,410 *
Paul H. Wojta(8).......................................... 61,507 *
All directors and executive officers of the Corporation and
the Bank as a group....................................... 1,010,324 14.6
</Table>

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

(1) Includes 109,300 shares held by Thomas J. Bare as an individual; 69,643
shares held in First National Bank 401(k) Profit Sharing F/B/O Thomas J.
Bare; 63,932 shares held in I/N/O Suzanne E. Bare/Thomas J. Bare or Virginia
S. Bare POA; 61,360 shares held in I/N/O Joanna M. Bare; 54,504 shares held
in I/N/O Jonathan L. Bare; 55,084 held in I/N/O Michael A. Bare; 2,900
shares held in Manbank & Co. I/N/O Thomas J. Bare Custodial IRA; and 156,060
shares held in the name of Virginia S. Bare Trust.

(2) Includes 308 shares held by John C. Miller as an individual; and 7,612
shares held F/B/O John C. Miller IRA.

(3) Includes 62,040 shares held by Craig A. Pauly as an individual; 4,824 shares
held in the name of Craig A. and Cynthia Pauly JT; 13,936 shares held in
Manbank & Co. I/N/O Craig A. Pauly Custodial IRA; and 976 shares held in
Manbank & Co. I/N/O Cynthia Pauly Custodial IRA.

(4) Includes 4,800 shares held by John M. Webster as an individual; 1,300 shares
held F/B/O John M. Webster IRA; and 300 shares held I/N/O Karen Webster.

(5) Includes 19,448 shares held by John J. Zimmer as an individual; 2,000 shares
held F/B/O John J. Zimmer IRA; and 1,000 shares held F/B/O Bernadine Zimmer
IRA.

(6) Includes 38,545 shares held in First National Bank 401(k) Profit Sharing
Plan F/B/O Joseph W. Debilzen; 1,736 shares held in Manbank & Co. I/N/O
Janet Debilzen Custodial IRA; 652 shares held in Manbank & Co. I/N/O Joseph
W. Debilzen Custodial IRA; and 528 shares held I/N/O Janet L. Debilzen and
Joseph W. Debilzen.

(7) Includes 17,162 shares held by Daniel J. Lalko as an individual; 628 shares
held in the name of Daniel J. Lalko and Ann E. Lalko JT; 4,620 shares held
in Manbank & Co. I/N/O Daniel J. Lalko Custodial IRA; 1,636 shares held in
Manbank & Co. I/N/O Ann E. Lalko Custodial IRA; and 2,583 shares held in
First National Bank 401(k) Profit Sharing Plan F/B/O Daniel J. Lalko.

(8) Includes 29,018 shares held in the name of Paul H. and Jeanne C. Wojta and
32,489 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, 2002, all officers and directors complied with all
Section 16(a) filing requirements, and the Corporation had no shareholders
greater than ten percent.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

SUMMARY COMPENSATION TABLE

During fiscal 2002, the Corporation did not pay separate compensation to
its executive officers. The following table summarizes the total compensation
paid for the past three years by the Bank to its Chief Executive Officer and the
next highest paid executive officers of the Bank and its subsidiaries whose
compensation, based on salary and bonus, exceeded $100,000 during the
Corporation's fiscal years ended December 31, 2002, 2001 and 2000.

SUMMARY COMPENSATION TABLE

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

Thomas J. Bare....................................... 2002 $240,000 $50,000 $14,945
President 2001 232,000 40,000 12,331
2000 220,000 40,000 12,990
Daniel J. Lalko...................................... 2002 $118,500 $13,000 $11,224
Senior Vice President 2001 115,000 12,000 10,155
2000 110,000 12,000 10,373
Charles P. Riley..................................... 2002 $113,300 $ 4,000 $10,507
Senior Vice President 2001 110,000 3,500 9,505
2000 106,000 3,500 9,743
Paul H. Wojta........................................ 2002 $ 95,000 $16,000 $ 9,830
Senior Vice President 2001 90,000 15,000 9,034
</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
$11,000 for participants 50 years of age or less and $12,000 for participants
older than 50 years; and a discretionary amount determined each year by the
Board of Directors. For 2002, the discretionary amount was established at
5.37% of compensation.

SALARY CONTRIBUTION AGREEMENT

In 1998, the Bank entered into a salary contribution agreement with Thomas
J. Bare, its Chief Executive Officer, which provides for post-retirement cash
benefit payments to Mr. Bare. The estimated annual cash benefit

payments upon retirement at the normal retirement age of 65 under the salary
contribution agreement is $80,600 for 15 years.

COMPENSATION OF DIRECTORS

BOARD FEES

In fiscal 2002, each member of the Board of Directors of the Corporation
received $3,000 annual compensation for service in that capacity. Each member of
the Board of Directors of the Bank received $9,100 annual compensation for their
service in that capacity. The Chairman of the Board of Directors of the Bank,
Robert S. Weinert, received $11,700 annual compensation for service in that
capacity. Directors who are employees of the Bank receive no compensation for
attending committee meetings of the Bank's Board of Directors.

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 purchases 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, 2002, the Directors deferred
$94,000 under this plan and the Corporation contributed $106,000 (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 -- $41,000; John M. Jagemann -- $57,000; John C. Miller -- $42,000; John E.
Nordstrom -- $36,000; Craig A. Pauly -- $122,000; Katherine M.
Reynolds -- $170,000; John M. Webster -- $58,000; Robert S. Weinert -- $70,000;
and John J. Zimmer -- $58,000.

AUDIT COMMITTEE REPORT

This Audit Committee Report will not be deemed incorporated by reference by
any general statement into any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), except to the extent the Corporation specifically
incorporates such information by reference, and will not otherwise be deemed
filed under the Securities Act or the Exchange Act.

The Corporation has established a four-member Audit Committee within the
Board of Directors which currently consists of Messrs. Miller, Webster, Weinert
and Zimmer (Chairman).

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. On September 14, 1999, the Board of Directors adopted and approved 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
consolidated financial statements for the year ended December 31, 2002 with
management and the Corporation's independent accountants, Wipfli Ullrich
Bertelson LLP ("Wipfli Ullrich"). The Audit Committee's discussions with Wipfli
Ullrich included 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.

Wipfli Ullrich provided to the Audit Committee the written disclosures and
the letter regarding its independence required by Independence Standards Board
No. 1, "Independence Discussions with Audit Committees," as amended, and the
Audit Committee discussed this information with Wipfli Ullrich.

Based on the review and discussions referred to above, the Audit Committee
has recommended to the Board of Directors that the audited consolidated
financial statements be included in the Corporation's Annual Report on Form 10-K
to be filed with the SEC for the fiscal year ended December 31, 2002.

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

<Table>

Audit Fees.................................................. $72,000
Audit Related Fees(1)....................................... $13,300
Tax Fees.................................................... $ 7,700
Other....................................................... $54,600
</Table>

- -------------------------
(1) "Audit Related Fees" include, among other things, employee benefit plan
audits, trust department audits, internal control reviews, and consultation
concerning financial accounting and reporting standards.

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.

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

COMPENSATION, PENSION AND RETIREMENT COMMITTEE REPORT

This Compensation, Pension and Retirement Committee Report will not be
deemed incorporated by reference by any general statement into any filing under
the Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent the
Corporation specifically incorporates such information by reference, and will
not otherwise be deemed filed under the Securities Act or the Exchange Act.

COMPENSATION, PENSION AND RETIREMENT COMMITTEE

The Compensation, Pension and Retirement Committees of the Corporation and
of the Bank (referred to herein as the "Compensation Committee") are responsible
for recommending to the Board of Directors of the Corporation the levels of
compensation and benefits for executive officers of the Corporation and of the
Bank, respectively. Members of the Corporation's Compensation Committee are the
same as the members of the Bank's Compensation Committee. The Compensation
Committee has prepared the following report at the direction and approval of the
Board of Directors of the Corporation and the Bank, respectively, for inclusion
in this Proxy Statement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In fiscal 2002, the Compensation Committee consisted of Messrs. Bare and
Zimmer and three outside directors, Ms. Reynolds and Messrs. Jagemann and
Weinert. Thomas J. Bare, a member of the Board of Directors of the Bank since
1981 and of the Corporation since its formation in 1983, also serves as
President of the Corporation and of the Bank. While Mr. Bare excluded himself
from any Compensation Committee discussion concerning his compensation, he did
participate in Compensation Committee discussions concerning other executives'
compensation. Mr. Zimmer serves as director and Vice President of the
Corporation. There are no interlocks, as defined under the rules and regulations
of the Securities and Exchange Commission, between the Compensation Committee
and corporate affiliates of members of the Compensation Committee. During fiscal
2002, the Corporation did not pay separate compensation to its executive
officers and did not have any salaried employees.

EXECUTIVE COMPENSATION POLICIES AND PLANS

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

In its consideration of whether to increase salaries from year to year for
executives, including the CEO, and the amounts of increases, the Compensation
Committee reviews the overall financial performance of the Bank during the past
year. Specifically, the Compensation 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 Compensation Committee generally will recommend
increases to executives, including the CEO, if the Bank continues to experience
anticipated levels of financial growth.

The executive compensation package consists of cash compensation, including
base salary and an annual incentive bonus. Annual incentive bonuses are paid
pursuant to individual and corporate performance. The compensation of executives
is reviewed and approved annually by the board of directors of the Corporation.
For a further discussion of the executive benefits made available to officers of
the Corporation during fiscal 2002, see "Compensation of Executive Officers and
Directors."

COMPENSATION DECISIONS FOR FISCAL 2002

In reviewing and approving compensation decisions for fiscal 2002, the
Compensation Committee considered both individual and corporate performance.
Base salary adjustments for fiscal 2002 for the four most highly compensated
executive officers of the Corporation are reflected in the summary compensation
table set forth in this proxy statement. The average increase in base salary for
the three highest paid executive officers (other than Mr. Bare, the
Corporation's President and CEO) was 3.7% in fiscal 2002.

PRESIDENT AND CHIEF EXECUTIVE OFFICER COMPENSATION IN FISCAL 2002

In establishing the compensation of Mr. Bare for fiscal 2002, the
Compensation Committee specifically considered the Corporation's and the Bank's
overall operating performance. The Compensation Committee also considered the
individual performance of Mr. Bare who serves as President and Chief Executive
Officer of the Corporation and the Bank, including his performance and ability
to develop, train and motivate a competent management team and to execute the
directives of the board, as well as to manage the Bank and the Corporation in a
profitable, safe and sound manner.

Mr. Bare's base salary for fiscal 2002 was $240,000, a 3.5% increase over
fiscal 2001. Based upon the Compensation Committee's assessment of the
Corporation's and the Bank's performance, as well as Mr. Bare's individual
performance, Mr. Bare received an incentive bonus of $50,000.

COMPENSATION, PENSION AND RETIREMENT
COMMITTEE

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>
- -------------------------------------------------------------------------------------------------------
1997 1998 1999 2000 2001 2002
- -------------------------------------------------------------------------------------------------------

First Manitowoc Bancorp, Inc.** $100.00 $195.85 $247.86 $311.69 $345.92 $362.78
- -------------------------------------------------------------------------------------------------------
Russell 2000 Index 100.00 97.45 118.17 114.60 113.42 88.94
- -------------------------------------------------------------------------------------------------------
NASDAQ Bank Index 100.00 88.23 81.19 93.10 102.48 107.11
- -------------------------------------------------------------------------------------------------------
</Table>

* Assumes $100.00 invested on December 31, 1997 and reinvestment of all
dividends.

** Restated for the 25% stock dividend (five-for-four stock split) effective
April 16, 1999, and the two-for-one stock splits effective June 30, 2000 and
October 18, 2002.

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 shareholders, 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 2002, 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 or 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.

SHAREHOLDER PROPOSALS FOR THE 2004 ANNUAL MEETING

DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR INCLUSION IN 2004 PROXY
MATERIALS

To be considered for inclusion in the proxy statement relating to the
Annual Meeting (for fiscal year ended December 31, 2003) to be held in April
2004, shareholder 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, 2003. 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 shareholders. The
Corporation urges shareholders to send any such proposals by certified mail and
to request a return receipt. Nothing in this section shall be deemed to require
the Corporation to include in its proxy statement and proxy relating to the 2004
Annual Meeting any shareholder 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
SHAREHOLDER

Shareholder 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
shareholders must be properly brought before the meeting (a) by or at the
direction of the Board of Directors or (b) by a shareholder. For business to be
properly brought before an annual meeting by a shareholder, the shareholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a shareholder'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 shareholder's notice must set forth as to each matter the
shareholder 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 shareholder proposing such business,
(c) the class and number of shares of Common Stock of the Corporation which are
beneficially owned by the shareholder, (d) any material interest of the
shareholder in such business, (e) such shareholder's reasons for conducting such
business at such time, and (f) any material interest in such business of such
shareholder.

DISCRETIONARY VOTING OF 2004 PROXIES

Pursuant to Rule 14a-4(c) under the Exchange Act and Article II, Section
2.04 of the Corporation's Bylaws, if a shareholder who intends to present a
proposal at the 2004 Annual Meeting fails to notify the Corporation of such
proposal by January 15, 2004, 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
shareholder, 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,
2002, 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, 2003.

OTHER MATTERS

The Corporation's Board of Directors 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 14, 2003 Secretary
</Table>

APPENDIX A

AUDIT COMMITTEE CHARTER

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's 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 21, 2003

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 for the undersigned all shares of Common Stock which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of First Manitowoc
Bancorp, Inc. (the "Corporation"), to be held on Monday, April 21, 2003, and at
any adjournment thereof upon the following matters as directed below:

1. The election of three (3) members of the classified Board of Directors
of the Corporation for three-year terms expiring in 2006.

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

John M. Jagemann, John M. Webster, and Robert S. Weinert

(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 ____________, 2003.

_____________________________(SEAL)
Signature

______________________________
Signers name typed or printed.

Please sign and mail in the enclosed envelope. When signing as attorney,
executor, administrator, trustee or guardian, or other person signing in
representative capacity, you must give your full title as such. If shares are
held jointly or in two or more names, all persons so named must sign. A
corporation must sign in full corporate name by its duly authorized officer.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

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

CORPORATION USE ONLY Number of Shares ______________

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