SEE RESTRICTIVE LEGEND ON BACK
            INCORPORATED UNDER THE LAWS OF THE STATE OF WISCONSIN

                            NATCOM Bancshares, Inc.
                     AUTHORIZED NUMBER OF SHARES, 100,000

                                   SPECIMEN
            NATCOM Bancshares, Inc., of the Par Value of $.01 Each



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