National Bank of Commerce in Superior
                        A National Banking Association
                               1127 Tower Avenue
                           Superior, Wisconsin 54880
                                       
                                     PROXY
                                       
          This Proxy is Solicited on Behalf of the Board of Directors

     The undersigned hereby constitutes and appoints Daniel N. Wallin and
Eugene G. McGillis, and either of them, as proxy or proxies (the "Proxies"),
each with the power to appoint his substitute, to represent and to vote, as
designated below, all shares of common stock of National Bank of Commerce in
Superior (the "Bank") held of record by the undersigned at the close of
business on _______________, 1998 at the Special Meeting of Shareholders of the
Bank (the "Special Meeting") to be held ____________, 1998 or any adjournment
thereof.

     1.   PROPOSAL TO APPROVE THE FOLLOWING RESOLUTION:
     
     RESOLVED, that the Agreement and Plan of Merger dated as of January 27,
     1998 ("Reorganization Agreement") by and among NATCOM Bancshares, Inc.,
     National Bank of Commerce in Superior and National Interim Bank of
     Commerce in Superior whereby (i) National Bank of Commerce in Superior, as
     the national bank resulting from the merger under the Reorganization
     Agreement, will become a wholly-owned subsidiary of NATCOM Bancshares,
     Inc. and (ii) shareholders of National Bank of Commerce in Superior, as it
     currently exits, will become shareholders of NATCOM Bancshares, Inc., is
     hereby authorized and approved.

               / / FOR        / / AGAINST         / / ABSTAIN

     In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Special Meeting; management is not
presently aware of any such matters to be presented for action at the Special
Meeting.

     The undersigned hereby ratifies and confirms all actions that the Proxies
shall lawfully do or cause to be done by virtue hereof and hereby revokes all
proxies previously given to vote such shares.

            (Please sign and date this Proxy on the reverse side.)



     This Proxy, when properly executed, shall be voted in the manner indicated
by the undersigned shareholder, but if no direction is made, this Proxy will be
voted FOR the Reorganization Agreement.

                              Please sign exactly as name appears below.  When
                              shares are held jointly, both should sign.  When
                              signing as attorney, executor, administrator,
                              trustee, guardian, or in some other fiduciary
                              capacity, please give full title as such.  If a
                              corporation, please sign in full corporate name
                              by president or other authorized officer(s).  If
                              a partnership, please sign in partnership name by
                              authorized person(s).
                              
                              Dated: _____________________________, 1998
                              
                              _________________________________________
                              Signature
                              
                              _________________________________________
                              Signature if held jointly
                              
                (PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
                    PROMPTLY, USING THE ENCLOSED ENVELOPE.)