Associated 1997 SOIP Form S-8

0001042167-04-000399.txt : 20041123 0001042167-04-000399.hdr.sgml : 20041123 20041123165957 ACCESSION NUMBER: 0001042167-04-000399 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20041123 DATE AS OF CHANGE: 20041123 EFFECTIVENESS DATE: 20041123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED BANC-CORP CENTRAL INDEX KEY: 0000007789 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391098068 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-120710 FILM NUMBER: 041164364 BUSINESS ADDRESS: STREET 1: 1200 HANSEN ROAD CITY: GREEN BAY STATE: WI ZIP: 54304 BUSINESS PHONE: 9204917015 MAIL ADDRESS: STREET 1: 1200 HANSEN ROAD CITY: GREEN BAY STATE: WI ZIP: 54304 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED BANK SERVICES INC DATE OF NAME CHANGE: 19770626 S-8 1 associated1997soipforms-8.htm ASSOCIATED 1997 SOIP FORM S-8 Associated 1997 SOIP Form S-8

As filed with the Securities and Exchange Commission on November 23, 2004

Registration No. 333-______

___________________________________________________________________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

___________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

___________

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

Wisconsin	39-1098068
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

1200 Hansen Road
Green Bay, Wisconsin	54307
(Address of principal executive offices)	(ZIP Code)

FIRST FEDERAL CAPITAL CORP

1997 STOCK OPTION AND INCENTIVE PLAN

(Full title of the plan)

Brian R. Bodager, Esq.

Chief Administrative Officer, General Counsel and Corporate Secretary

Associated Banc-Corp

1200 Hansen Road

Green Bay, Wisconsin 54307

(Name and address of agent for service)

920-491-7000

(Telephone number, including area code of agent for service)

Copy to:

Benjamin G. Lombard, Esq.

Reinhart Boerner Van Deuren s.c.

1000 North Water Street

Suite 2100

Milwaukee, Wisconsin 53202

414-298-1000

___________

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee

Common Stock, $.01 par value per share	161,363 (1)(2)	$16.25 (3)	$2,622,149 (3)	$332.23 (3)

(1)

This Registration Statement also covers any additional shares of Common Stock which become issuable under the First Federal Capital Corp 1997 Stock Option and Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration by Associated Banc-Corp (the "Registrant") which results in an increase in the number of the outstanding shares of the Registrant's Common Stock.

(2)	Reflects shares of Common Stock that may be issued pursuant to the First Federal Capital Corp 1997 Stock Option and Incentive Plan.

(3)

Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, the proposed maximum offering price per share and the registration fee have been estimated based on the weighted average exercise price of $16.25 for 161,363 shares of Common Stock covered by options outstanding under the plan as of November 23, 2004.

INTRODUCTORY STATEMENT NOT FORMING PART OF THE PROSPECTUS

This Registration Statement registers 161,363 shares of common stock of the Registrant that may be issued upon exercise of outstanding stock options previously granted by First Federal Capital Corp ("First Federal"), under the First Federal Capital Corp 1997 Stock Option and Incentive Plan (the "Plan"). Effective October 29, 2004, the Registrant acquired First Federal through a merger of First Federal with and into the Registrant (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of April 27, 2004, as amended (the "Merger Agreement"), between the Registrant and First Federal. Pursuant to a Stock Option Conversion Agreement, as of the effective time of the Merger, each holder of previously granted options to purchase First Federal common stock then ou tstanding under the Plan could elect to receive either a cash payment for such options or an option to purchase shares of the Registrant's common stock in accordance with the terms of the Merger Agreement. This Registration Statement covers the options issued under the Plan that were converted into options to purchase shares of the Registrant's common stock pursuant to the Merger Agreement and the Stock Option Conversion Agreements.

PART II - INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by reference:

(a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 2003.

(b) All other reports filed by the Registrant pursuant to section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in paragraph (a) above.

(c) The description of the Registrant's Common Stock contained in the registration statement filed pursuant to section 12 of the Exchange Act and all amendments thereto or reports filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Registrant pursuant to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant is incorporated under the Wisconsin Business Corporation Law (the "WBCL"). Under Section 180.0851 of the WBCL, the Registrant shall indemnify a director or officer, to the extent such person is successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding, if such person was a party to such proceeding because he or she was a director or officer of the Registrant. In all other cases, the Registrant shall indemnify a director or officer against liability incurred in a proceeding to which such person was a party because he or she was a director or officer of the Registrant; unless liability was incurred because he or she breached or failed to perform a duty owed to the Registrant and such breach or failure to perform constitutes: (i) a willful failure to deal fairly with the Registrant or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (ii) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful; (iii) a transaction from which the director or officer derived an improper personal profit; or (iv) willful misconduct. Section 180.0858 of the WBCL provides that subject to certain limitations, the mandatory indemnification provisions do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under the Registrant's articles of incorporation, bylaws, a written agreement between the director or officer and the Registrant or a resolution adopted by the Board of Directors or adopted by a majority vote of the Registrant's shareholders.

Section 180.0859 of the WBCL provides that it is the public policy of the State of Wisconsin to require or permit indemnification, allowance of expenses and insurance to the extent required or permitted under Sections 180.0850 to 180.0858 of the WBCL for any liability incurred in connection with a proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities.

The Registrant's Articles of Incorporation provide no provisions in relation to the indemnification of directors and officers of the Registrant.

Article XI of the Registrant's Bylaws ("Article XI") authorizes indemnification of officers and directors of the Registrant consistent with the description of the indemnification provisions in Section 180.0851 of the WBCL as described above. Article XI provides that the Registrant shall indemnify a director, officer, employee or agent of the Registrant to the extent such individual has been successful on the merits or otherwise in the defense of any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, arbitration, or other proceeding, whether formal or informal (including, but not limited to, any act or failure to act alleged or determined (i) to have been negligent; (ii) to have violated the Employee Retirement Security Act of 1974; or (iii) to have violated Sections 1 80.0832, 180.0833 and 180.1202 of the WBCL, or any successor thereto, regarding loans to directors, unlawful distributions and distributions of assets, which involves foreign, federal, state, or local law and which is brought by or in the right of the Registrant or by any other person or entity, to which the director, officer, employee, or agent was a party because he or she is a director, officer, employee, or agent). In all other cases, the Registrant shall indemnify a director, officer, employee, or agent of the Registrant against liability and expenses incurred by such person in a proceeding unless it shall have been proven by final judicial adjudication that such person breached or failed to perform a duty owed to the Registrant under the circumstances described above as set forth in Section 180.0851 of the WBCL. Article XI defines a "director, officer, employee, or agent" as (i) a natural person who is or was a director officer, employee, or agent of the Registrant, (ii) a natural person who, while a d irector, officer, employee, or agent of the Registrant, is or was serving either pursuant to the Registrant's specific request or as a result of the nature of such person's duties to the Registrant as a director, officer, partner, trustee, member of any governing or decision making committee, employee, or agent of another corporation or foreign corporation, partnership, joint venture, trust, or other enterprise, and (iii) a person who while a director, officer, employee, or agent of the Registrant, is or was serving an employee benefit plan because his or her duties to the Registrant also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan. Unless the context requires otherwise, Article XI indemnification extends to the estate or personal representative of a director, officer, employee or agent.

All officers, directors, employees, and agents of controlled subsidiaries of the Registrant shall be deemed for purposes of Article XI to be serving as such officers, directors, employees, and agents at the request of the Registrant. The right to indemnification granted to such officers and directors by Article XI is not subject to any limitation or restriction imposed by any provision of the Articles of Incorporation or Bylaws of a controlled subsidiary. For purposes of Article XI, a "controlled subsidiary" means any corporation at least 80% of the outstanding voting stock of which is owned by the Registrant or another controlled subsidiary of the Registrant.

Upon written request by a director, officer, employee or agent who is a party to a proceeding, the Registrant shall pay or reimburse his or her reasonable expenses as incurred if the director, officer, employee or agent provides the Registrant with: (i) a written affirmation of his or her good faith belief that he or she is entitled to indemnification under Article XI; and (ii) a written undertaking to repay all amounts advanced without interest to the extent that it is ultimately determined that indemnification under Article XI is prohibited. The Registrant shall have the power to purchase and maintain insurance on behalf of any person who is a director, officer, employee or agent against any liability asserted against or incurred by the individual in any such capacit y arising out of his or her status as such, regardless of whether the Registrant is required or authorized to indemnify or allow expenses to the individual under Article XI.


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The right to indemnification under Article XI may be amended only by a majority vote of the shareholders and any reduction in the right to indemnification may only be prospective from the date of such vote.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4.1 Articles of Incorporation of the Registrant

4.2 By-Laws of the Registrant

5 Opinion of Reinhart Boerner Van Deuren s.c. as to the legality of the stock being registered

23.1 Consent of KPMG LLP

23.2 Consent of Reinhart Boerner Van Deuren s.c. (included in its opinion filed as Exhibit 5 hereto)

24 Powers of Attorney

99.1 First Federal Capital Corp 1997 Stock Option and Incentive Plan

99.2 Form of Stock Option Conversion Agreement

Item 9. Undertakings.

1. The undersigned Registrant hereby undertakes as follows:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933.

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.


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2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the in itial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Regi strant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Green Bay, State of Wisconsin, on November 18, 2004.

ASSOCIATED BANC-CORP

BY /s/ Paul S. Beideman

Paul S. Beideman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Paul S. Beideman Paul S. Beideman	President, Chief Executive Officer and a Director (Principal Executive Officer)	November 18, 2004

/s/ Joseph B. Selner Joseph B. Selner	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	November 18, 2004

* Karen T. Beckwith	Director	November 18, 2004

* Harry B. Conlon	Director	November 18, 2004

* Ruth M. Crowley	Director	November 18, 2004

* Robert C. Gallagher	Director	November 18, 2004

* Ronald R. Harder	Director	November 18, 2004

* William R. Hutchinson	Director	November 18, 2004

* Richard T. Lommen	Director	November 18, 2004

* John C. Meng	Director	November 18, 2004

* J. Douglas Quick	Director	November 18, 2004


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* Jack C. Rusch	Director	November 18, 2004

* John C. Seramur	Director	November 18, 2004

/s/ Brian R. Bodager Brian R. Bodager *Attorney-in-Fact		November 18, 2004


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ASSOCIATED BANC-CORP

(Commission File No. 0-5519)

EXHIBIT INDEX

FORM S-8 REGISTRATION STATEMENT

Exhibit Number	Description	Incorporated Herein by Reference to	Filed Herewith

4.1	Articles of Incorporation of the Registrant	The Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 0-5519)

4.2	By-Laws of the Registrant	The Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 0-5519)
5	Opinion of Counsel		X
23.1	Consent of KPMG LLP		X

23.2	Consent of Counsel		Contained in Opinion filed as Exhibit 5
24	Powers of Attorney		X
99.1	First Federal Capital Corp 1997 Stock Option and Incentive Plan		X
99.2	Form of Stock Option Conversion Agreement		X


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EX-5 2 ex5to1997soipforms-8.htm EXHIBIT 5 TO 1997 SOIP FORM S-8 Exhibit 5 to 1997 SOIP Form S-8

Exhibit 5

November 23, 2004

Associated Banc-Corp

1200 Hansen Road

Green Bay, Wisconsin 54304

Ladies and Gentlemen:

We are providing this opinion in connection with the Registration Statement of Associated Banc-Corp, a Wisconsin corporation (the "Company"), on Form S-8 (the "Registration Statement"), filed under the Securities Act of 1933, as amended (the "Act"), with respect to the proposed sale by the Company of up to 161,363 shares of Company common stock, $0.01 par value per share (the "Shares"), pursuant to the provisions of the First Federal Capital Corp 1997 Stock Option and Incentive Plan (the "Plan").

We have examined (1) the Registration Statement; (2) the Company's Articles of Incorporation and By-Laws, as amended to date; (3) the Plan; (4) the corporate proceedings relating to the issuance of the Shares; and (5) such other documents and records as we have deemed necessary in order to render this opinion. In rendering this opinion, we have relied as to certain factual matters on certificates of officers of the Company and of state officials.

Based upon the foregoing, it is our opinion that the Shares, when issued as and for the consideration contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and nonassessable by the Company, subject to the personal liability which may be imposed on shareholders by Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially interpreted, for debts owing to employees for services performed, but not exceeding six months service in any one case.

Associated Banc-Corp

November 23, 2004

Page 2

We consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not admit that we are "experts" within the meaning of section 11 of the Act, or that we come within the category of persons whose consent is required by section 7 of the Act.

Yours very truly,

REINHART BOERNER VAN DEUREN s.c.

BY /s/ Benjamin G. Lombard

Benjamin G. Lombard

EX-23.1 3 ex23-1to1997soipforms8.htm EXHIBIT 23.1 TO 1997 SOIP FORM S-8 Exhibit 23.1 to 1997 SOIP Form S-8

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Associated Banc-Corp:

We consent to the use of our report incorporated by reference herein

Our report refers to a change in the method of accounting for goodwill in 2002.

/s/ KPMG LLP

Chicago, Illinois

November 22, 2004

EX-24 4 ex24to1997soipforms-8.htm EXHIBIT 24 TO 1997 SOIP FORM S-8 Exhibit 24 to 1997 SOIP Form S-8

EXHIBIT 24

DIRECTOR'S POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Associated Banc-Corp, a Wisconsin corporation (the "Corporation"), hereby constitutes and appoints Paul S. Beideman or Brian R. Bodager his true and lawful attorney-in-fact and agent to sign on his or her behalf registration statements on Forms S-8 in connection with the issuance of shares of the Corporation's common stock relating to stock options assumed by the Corporation under plans formerly maintained by First Federal Capital Corp.

Said attorney-in-fact and agent shall have full power to act for him or her and in his or her name, place and stead in any and all capacities, to sign such Form S-8 Registration Statements and any and all amendments thereto (including post-effective amendments), with power where appropriate to affix the corporate seal of the Corporation thereto and to attest such seal, and to file such Forms S-8 and each amendment (including post-effective amendments) so signed, with all exhibits thereto, and any and all documents in connection therewith, with the SEC, and to appear before the SEC in connection with any matter relating to such Forms S-8 and to any and all amendments thereto (including post-effective amendments).

The undersigned hereby grants such attorney-in-fact and agent full power and authority to do and perform any and all acts and things requisite and necessary to be done as he or she might or could do in person, and hereby ratifies and confirms all that such attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 12th day of November, 2004.

/s/ Karen T. Beckwith

Karen T. Beckwith

Director

DIRECTOR'S POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 12th day of November, 2004.

/s/ Harry B. Conlon

Harry B. Conlon

Director

DIRECTOR'S POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 18th day of November, 2004.

/s/ Ruth M. Crowley

Ruth M. Crowley

Director

DIRECTOR'S POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 16th day of November, 2004.

/s/ Robert C. Gallagher

Robert C. Gallagher

Director

DIRECTOR'S POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 11th day of November, 2004.

/s/ Ronald R. Harder

Ronald R. Harder

Director

DIRECTOR'S POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 15th day of November, 2004.

/s/ William R. Hutchinson

William R. Hutchinson

Director

DIRECTOR'S POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 12th day of November, 2004.

/s/ Richard T. Lommen

Richard T. Lommen

Director

DIRECTOR'S POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 18th day of November, 2004.

/s/ John C. Meng

John C. Meng

Director

DIRECTOR'S POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 18th day of November, 2004.

/s/ J. Douglas Quick

J. Douglas Quick

Director

DIRECTOR'S POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 17th day of November, 2004.

/s/ Jack C. Rusch

Jack C. Rusch

Director

DIRECTOR'S POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 15th day of November, 2004.

/s/ John C. Seramur

John C. Seramur

Director

EX-99.1 5 ex99-1to1997soipforms8.htm EXHIBIT 99.1 TO 1997 SOIP FORM S-8 Exhibit 99.1 to 1997 SOIP Form S-8

EXHIBIT 99.1

FIRST FEDERAL CAPITAL CORP.

1997 STOCK OPTION AND INCENTIVE PLAN

1. PURPOSE.

The purpose of the First Federal Capital Corp. (the "Company") 1997 Stock Option and Incentive Plan (the "Plan") is to advance the interests of the Company and its shareholders by providing those key employees of the Company and its Affiliates, including First Federal Savings Bank of La Crosse-Madison (the "Bank"), upon whose judgment, initiative and efforts the successful conduct of the business of the Company and its Affiliates largely depends, with additional incentive to perform in a superior manner. A purpose of the Plan also is to attract and retain personnel of experience and ability to the service of the Company and its Affiliates, and to reward such individuals for achievement of corporate and individual performance goals.

2. DEFINITIONS.

(a) "Affiliate" means (i) a member of a controlled group of corporations of which the Company is a member, or (ii) an unincorporated trade or business which is under common control with the Company as determined in accordance with Section 414(c) of the Code and the regulations issued thereunder. For purposes hereof, a "controlled group of corporations" shall mean a controlled group of corporations as defined in Section 1563(a) of the Code determined without regard to Section 1563(a)(4) and (e)(3)(C).

(b) "Award" means a Stock Grant or a grant of Non-statutory Stock Options or Incentive Stock Options pursuant to the provisions of this Plan.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Change in Control" of the Company means a change in control of a nature that: (i) would be required to be reported in response to Item 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Exchange Act; or (ii) results in a change in control of the Bank or the Company within the meaning of the Home Owners Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the effective date of this Plan; or (iii) without limitation shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank or the Company representing 25% or more of the Bank's or the Company's outstanding securities ordinarily having the right to vote in the election of directors except for any securities purchased by the Bank's employee stock benefit plans; or (b) individuals who constitute the

Board on the date hereof (the "Incumbent Board"), cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's shareholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he or she were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution which is approved by shareholders and becomes effective; o r (d) a proxy statement soliciting proxies from shareholders of the Company, by someone other than the current management of the Company, seeking shareholder approval of a plan of reorganization, merger or consolidation of the Company or the Bank or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed and shareholders approve the action disclosed in the proxy materials.

(e) "Committee" means a committee consisting of two or more Non-Employee Directors appointed by the Board pursuant to Section 3 hereof. "Non-Employee Director," as defined in Rule 16b-3 promulgated by the SEC under the Exchange Act, means a director who (i) is not currently an officer or otherwise employed by the Company or the Bank, or a parent or other subsidiary of the Company, (ii) does not receive compensation for consulting services or in any other capacity from the Company or the Bank in excess of $60,000 in any one year, (iii) does not possess an interest in and is not engaged in business relationships required to be reported under Items 404(a) or 404(b) of Regu lation S-K promulgated under the Exchange Act, and (iv) is an Outside Director as defined in Treas. Reg. 1.162-27 promulgated under the Code.

(f) "Common Stock" means the Common Stock of the Company, $.10 par value per share.

(g) "Date of Grant" means the date an Award is effective pursuant to the terms hereof.

(h) "Disability" means the permanent and total inability by reason of mental or physical infirmity, or both, of an Employee to perform the work customarily assigned to him. Additionally, a medical doctor selected or approved by the Committee must advise the Committee that it is either not possible to determine when such Disability will terminate or that it appears probable that such Disability will be permanent during the remainder of said participant's lifetime.

(i) "Employee" means any person who is currently employed by the Company or any Affiliate.


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(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(k) "Fair Market Value" means, when used in connection with the Common Stock on a certain date, the closing price as reported by the National Association of Securities Dealers Automated Quotation System (as published by the Wall Street Journal, if published) on such date or if the Common Stock was not traded on such date, on the next preceding day on which the Common Stock was traded thereon or the last previous date on which a sale is reported.

(l) "Incentive Stock Option" means an Option granted by the Committee to a Participant, which Option is designed as an Incentive Stock Option pursuant to Section 9 of this Plan.

(m) "Non-statutory Stock Option" means an Option granted to a Participant and which is not an Incentive Stock Option.

(n) "Option" means an Award granted under Section 8 or Section 9 of this Plan.

(o) "Participant" means an Employee of the Company or its Affiliates chosen by the Committee to participate in the Plan.

(p) "Plan Year(s)" means a calendar year or years commencing on or after January 1, 1997.

(q) "Retirement" means a termination of employment which constitutes a normal, early or late retirement under the First Federal Savings Bank LaCrosse-Madison Pension Plan.

(r) "SEC" means the Securities and Exchange Commission.

(s) "Stock Grant" means a grant of shares of Common Stock accompanied by such restrictions as may be determined by the Committee under Section 7 of this Plan.

(t) "Termination for Cause" means the termination for personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or the willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order or the material breach of any provisions of an Employee's employment contract.

(u) "Threatened Change in Control" shall mean any set of circumstances which in the opinion of the Board, as expressed through a resolution, poses a real, substantial and immediate possibility of leading to a Change in Control.


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3. ADMINISTRATION.

3.1 General. The Plan shall be administered by the Committee. The members of the Committee shall be appointed by the Board. The Committee shall act by vote or written consent of a majority of its members. The Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it sees necessary for the proper administration of the Plan and to make whatever determinations and interpretations in connection with the Plan it deems necessary or advisable with respect to Participants. All determinations and interpretations made by the Committee shall be bind ing and conclusive on such Participants and on their legal representatives and beneficiaries. In determining the number of shares of Common Stock with respect to which Options and Stock Grants are exercisable, fractional shares will be rounded up to the nearest whole number if the fraction is 0.5 or higher, and down if it less.

3.2 Limitation on Liability. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan, any rule, regulation or procedure adopted by it pursuant thereto or any Awards granted under it. If a member of the Committee is a party or is threatened to made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of anything done or not done by him or her in such capacity under or with respect to the Plan, the Company shall indemnify such member aga inst expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he or she acted in good faith and in a manner reasonably believed to be in the best interests of the Company, and its Affiliates and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.


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4. TYPES OF AWARDS.

Awards under the Plan may be granted in any one or a combination of:

(a) Stock Grants;

(b) Non-statutory Stock Options;

as defined in paragraphs 7, 8 and 9 of the Plan.

The Committee shall, in its discretion, determine from time to time which Employees will be granted Awards under the Plan, the number of shares of Common Stock subject to each Award, whether each Option will be an Incentive Stock Option or a Non-statutory Stock Option, the exercise price of an Option and the restrictions, if any, which will be applicable to each Stock Grant. In making all such determinations, the Committee shall take into account the duties, responsibilities and performance of each respective Employee, his or her present and potential contributions to the growth and success of the Company, his salary and such other factors as the Committee shall deem relevant to accomplishing the purposes of the Plan.

No optionee shall have any voting or dividend rights or other rights of a shareholder in respect of any shares of Common Stock covered by an Option prior to the time that the Participant's name is recorded on the Company's shareholder records as the holder of record of such shares acquired pursuant to the exercise of an Option.

5. STOCK SUBJECT TO THE PLAN.

Subject to adjustment as provided in Section 14, the maximum number of shares reserved for Stock Grants and for purchase pursuant to the exercise of Options granted under the Plan is 490,000 shares of Common Stock.

Of the total shares of Common Stock available under the Plan, Options to purchase no more than 122,500 shares of Common Stock shall be issued to any Participant in any period of three (3) calendar years.

The shares of Common Stock to be subject to the Plan may be either authorized but unissued shares or shares previously issued and reacquired by the Company. To the extent that Options are granted and Stock Grants are made under the Plan, the shares underlying such Options and Stock Grants will be unavailable for future grants under the Plan except that, to the extent that the Options and Stock Grants granted under the Plan terminate, expire or are canceled without having been exercised, new Awards may be made with respect to such shares.


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6. ELIGIBILITY.

Officers and other Employees (including Employees who also are directors of the Company or its Affiliates) shall be eligible to receive Stock Grants, Incentive Stock Options and Non-statutory Stock Options under the Plan. Awards may not be granted to individuals who are not Employees.

7. STOCK GRANTS.

7.1 General Terms. Each Stock Grant may be accompanied by such restrictions, or may be made without any restrictions, as may be determined in the discretion of the Committee. Such restrictions may include, without limitation, requirements that the Participant remain in the continuous employment of the Company or its Affiliates for a specified period of time, or that the Participant meet designated individual performance objectives, or that the Company and/or one or more of its Affiliates meet designated performance objectives.

7.2 Issuance Procedures. A stock certificate representing the number of shares of Common Stock covered by a Stock Grant shall be registered in the Participant's name and may be held by the Participant; provided however, if a Stock Grant is subject to certain restrictions, the shares of Common Stock covered by such Stock Grant shall be registered in the Participant's name and held in custody by the Company. A Participant who has been awarded a Stock Grant shall have all rights and privileges of a shareholder of the Company as to the shares of Common Stock covered by a Stock Grant, including the right to receive dividends and the right to vote such shares, provided that (a) a Participant shall not be entitled to delivery of a certificate evidencing such shares or any certificate evidencing stock dividends until the expiration or satisfaction of any applicable restrictions, (b) none of the shares of Common Stock covered by the Stock Grant may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of prior to the expiration or satisfaction of any applicable restrictions, and (c) all of the shares of Common Stock covered by a Stock Grant shall be forfeited and all rights of a Participant who has been awarded such Stock Grant to such shares shall terminate without further obligation on the part of the Company in the event that any applicable restrictions do not expire or are not satisfied. Upon forfeiture of shares of Common Stock, such shares shall be transferred to the Company without further action by the Participant. Upon the expiration or satisfaction of any applicable res trictions, whether in the ordinary course or under circumstances set forth in Section 7.3, certificates evidencing shares of Common Stock subject to the related Stock Grant shall be delivered to the Participant, or the Participant's beneficiary or estate, as the case may be, free of all such restrictions.


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7.3 Accelerated Vesting.

(a) Death, Disability or Retirement. Unless the Committee shall specifically state otherwise at the time a Stock Grant is awarded, all Stock Grants shall become vested in full and all related restrictions shall terminate and expire on the date that a recipient of a Stock Grant terminates his employment with the Company or its Affiliates due to death, Disability or Retirement.

(b) Change in Control. Notwithstanding anything to the contrary herein, all outstanding Stock Grants shall become immediately vested and all related restrictions shall terminate and expire in the event there is an actual, or Threatened, Change in Control of the Company.

8. NON-STATUTORY STOCK OPTIONS.

8.1 Grant of Non-statutory Stock Options.

(a) Grants to Employees. The Committee may, from time to time, grant Non-statutory Stock Options to Employees and, upon such terms and conditions as the Committee may determine, grant Non-statutory Stock Options in exchange for and upon surrender of previously granted Awards under this Plan.

(b) Terms of Non-Statutory Options. Non-statutory Stock Options granted under this Plan are subject to the following terms and conditions:

(i) Price. The purchase price per share of Common Stock deliverable upon the exercise of each Non-statutory Stock Option shall be determined on the date the option is granted. Such purchase price shall be the Fair Market Value of the Company's Common Stock on the Date of Grant or such greater amount as determined by the Committee. Shares may be purchased only upon full payment of the purchase price. Payment of the purchase price may be made, in whole or in part, through the s urrender of shares of the Common Stock of the Company at the Fair Market Value of such shares on the date of surrender determined in the manner described in Section 2(k) of the Plan.

(ii) Terms of Options. The term during which each Non-statutory Stock Option may be exercised shall be ten years from the Date of Grant, or such shorter period determined by the Committee. The Committee shall determine with respect to Employees, the date on which each Non-statutory Stock Option shall become exercisable and may provide that a Non-statutory Stock Option shall become exercisable in installments. The shares comprising each installment may be purchased in whole or in part at any time after such installment becomes purchasable. The Committee may, in its sole discretion, accelerate the time at which any Non-statutory Stock Option granted to an Employee may be exercised in whole or in part.


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Notwithstanding the above, in the event of a Change in Control of the Company or a Threatened Change in Control, all Non-statutory Stock Options shall become immediately exercisable.

(iii) Termination of Service.

Upon the termination of a Participant's service for any reason other than death, Disability, Retirement or Termination for Cause, the Participant's Non-statutory Stock Options shall be exercisable only as to those shares which were immediately purchasable by the Participant at the date of termination and only for a period of three months following termination.

In the event of Termination for Cause, all rights under the Participant's Non-statutory Stock Options shall expire upon termination.

In the event of the death, Disability or Retirement of any Participant or a Change in Control, all Non-statutory Stock Options held by the Participant, whether or not exercisable at such time, shall be exercisable by the Participant or his legal representatives or beneficiaries of the Participant for one year.

The Committee, at the time of grant or thereafter, may extend the period of Non-statutory Stock Option exercise on a Participant's termination of service to a period not exceeding 5 years, provided that in no event shall the period extend beyond the expiration of the Non-statutory Stock Option term.

9. INCENTIVE STOCK OPTIONS.

9.1 Grant of Incentive Stock Options.

The Committee may, from time to time, grant Incentive Stock Options to Employees. Incentive Stock Options granted pursuant to the Plan shall be subject to the following terms and conditions:

(a) Price. The purchase price per share of Common Stock deliverable upon the exercise of each Incentive Stock Option shall be not less than 100% of the Fair Market Value of the Company's Common Stock on the Date of Grant. However, if a Participant owns Common Stock representing more than 10% of the total combined voting power of all classes of Common Stock of the Company (or under Section 425(d) of the Code is deemed to own Common Stock representing more than 10% of the total combined voting power of all such cla sses of Common Stock), the purchase price per share of Common Stock deliverable upon the exercise of each Incentive Stock Option shall not be less than 110% of the Fair Market Value of the Company's Common Stock on the Date of Grant. Payment of the purchase price may be made, in whole or in part, through the surrender of shares of the Common Stock of the Company at the Fair Market Value of such shares on the date of surrender determined in the manner described in Section 2(k).


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(b) Amounts of Options. Incentive Stock Options may be granted to any Employee in such amounts as determined by the Committee. In the case of an option intended to qualify as an Incentive Stock Option, the aggregate Fair Market Value (determined as of the time the option is granted) of the Common Stock with respect to which Incentive Stock Options granted are exercisable for the first time by the Participant during any calendar year (under all plans of the Participant's employer corporation and its parent and subsidiar y corporations) shall not exceed $100,000. The provisions of this Section 9.1(b) shall be construed and applied in accordance with Section 422(d) of the Code and the regulations, if any, promulgated thereunder. To the extent an award under this Section 9.1 exceeds this $100,000 limit, the portion of the award in excess of such limit shall be deemed a Non-statutory Stock Option.

(c) Terms of Options. The term during which each Incentive Stock Option may be exercised shall be determined by the Committee, but in no event shall an Incentive Stock Option be exercisable in whole or in part more than ten years from the Date of Grant. If at the time an Incentive Stock Option is granted to an Employee, the Employee owns Common Stock representing more than 10% of the total combined voting power of the Company (or, under Section 425(d) of the Code, is deemed to own Common Stock representing more than 10 % of the total combined voting power of all such classes of Common Stock), the Incentive Stock Option granted to such Employee shall not be exercisable after the expiration of five years from the Date of Grant.

No Incentive Stock Option granted under this Plan is transferable except by will or the laws of descent and distribution and is exercisable in his lifetime only by the Employee to whom it is granted.

The Committee shall determine the date on which each Incentive Stock Option shall become exercisable and may provide that an Incentive Stock Option shall become exercisable in installments. The shares comprising each installment may be purchased in whole or in part at any time after such installment becomes purchasable, provided that the amount able to be first exercised in a given year is consistent with the terms of Section 422 of the Code. The Committee may, in its sole discretion, accelerate the time at which any Incentive Stock Option may be exercised in whole or in part, provided that it is consistent with the terms of Section 422 of the Code.

Notwithstanding the above, in the event of a Change in Control of the Company, or Threatened Change in Control, all Incentive Stock Options shall become immediately exercisable.

(d) Termination of Service. Upon the termination of a Participant's service for any reason other than death, Disability, Retirement, Termination for Cause or Change in Control, the Incentive Stock Options shall be exercisable only as to those shares which were immediately purchasable by the Participant at the date of termination and only for a period of three months following termination.


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In the event of Termination for Cause, all rights under the Participant's Incentive Stock Options shall expire upon termination.

In the event of death, Disability or Retirement of any Employee, all Incentive Stock Options held by such Participant, whether or not exercisable at such time, shall be exercisable by the Participant or the Participant's legal representatives or beneficiaries for one year following the date of the Participant's death, Retirement or cessation of employment due to Disability; provided, however, that such option shall not be eligible for treatment as an Incentive Stock Option in the event such option is exercised more than three months following the date of the Participant's cessation of employment.

Upon termination of the Participant's service due to a Change in Control, all Incentive Stock Options held by such Participant, whether or not exercisable at such time, shall be exercisable for a period of one year following the date of Participant's cessation of employment; provided however, that such option shall not be eligible for treatment as an Incentive Stock Option in the event such option is exercised more than three months following the date of the Participant's cessation of employment.

The Committee, at the time of grant or thereafter, may extend the period of Incentive Stock Option exercise on a Participant's termination of service to a period not exceeding 5 years, provided, however, that such option shall not be eligible for treatment as an Incentive Stock Option in the event such option is exercised more than three months following the date of the Participant's cessation of employment. Notwithstanding anything to the contrary contained herein, in no event shall the exercise period extend beyond the expiration of the Incentive Stock Option term.

(e) Compliance with Code. The options granted under this Section 9 of the Plan are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, but the Company makes no warranty as to the qualification of any option as an incentive stock option within the meaning of Section 422 of the Code.


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10. SURRENDER OF OPTIONS TO THE COMPANY.

In the event of a Participant's termination of employment, the Participant (or the Participant's personal representative(s), heir(s), or devisee(s)) may, in a form acceptable to the Committee, make application to surrender all or part of options held by such Participant in exchange for a cash payment from the Company of an amount equal to the difference between the Fair Market Value of the Common Stock on the date of termination and the exercise price per share of the option on the Date of Grant. Whether the Committee accepts such application or determines to make payment, in whole or part, is within its absolute and sole discretion, it being expressly understood that the Committee is under no obligation to any Participant whatsoever to make such payments. In the event t hat the Committee accepts such application and the Company determines to make payment, such payment shall be in lieu of the exercise of the underlying option and such option shall cease to be exercisable.

11. RIGHTS OF A SHAREHOLDER; LIMITED TRANSFERABILITY.

No Participant shall have any rights as a shareholder with respect to any shares covered by a Non-statutory and/or Incentive Stock Option until the date of issuance of a stock certificate for such shares. Nothing in this Plan or in any Award granted confers on any person any right to continue in the employ of the Company or its Affiliates or to continue to perform services for the Company or its Affiliates or interferes in any way with the right of the Company or its Affiliates to terminate a Participant's services as an officer or other Employee at any time.

No Incentive Stock Option granted under this Plan is transferable except by will or the laws of descent and distribution and is exercisable in his or her lifetime only by the Participant to whom it is granted.

Non-statutory Stock Options granted hereunder may be exercised only during a Participant's lifetime by the Participant, the Participant's guardian or legal representative or by a permissible transferee. Non-statutory Stock Options shall be transferable by Participants pursuant to the laws of descent and distribution upon a Participant's death, and during a Participant's lifetime, Non-statutory Stock Options shall be transferable by Participants to members of their immediate family, trusts for the benefit of members of their immediate family, and charitable institutions ("permissible transferee") to the extent permitted under Section 16 of the Exchange Act and subject to federal and state securities laws. The term "immediate family" shall mean any child, stepchild, grandc hild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, sister-in-law, or brother-in-law and shall include adoptive relationships.

The Committee shall have the authority to establish rules and regulations specifically governing the transfer of Options granted under this Plan as it deems necessary and advisable.


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12. AGREEMENT WITH GRANTEES.

Each Award of Options will be evidenced by a written agreement, executed by the Participant and the Company or its Affiliates which describes the conditions for receiving the Options including the date of Option Award, the purchase price if any, applicable periods, and any other terms and conditions as may be required by applicable securities law.

The proper officers of the Company shall advise each Participant who is awarded a Stock Grant, in writing, of the number of shares to which it pertains and the terms and conditions and any restrictions applicable to such Stock Grant; provided they are not inconsistent with the terms, conditions and provisions of the Plan.

13. DESIGNATION OF BENEFICIARY.

A Participant may, with the consent of the Committee, designate a person or persons to receive, in the event of death, any Option Award to which the Participant would then be entitled. Such designation will be made upon forms supplied by and delivered to the Company and may be revoked in writing. If a Participant fails effectively to designate a beneficiary, then the Participant's estate will be deemed to be the beneficiary.

14. DILUTION AND OTHER ADJUSTMENTS.

In the event of any change in the outstanding shares of Common Stock of the Company by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares, or other similar corporate change, or other increase or decrease in such shares without receipt or payment of consideration by the Company, the Committee will make such adjustments to previously granted Awards, to prevent dilution or enlargement of the rights of the Participant, including any or all of the following:

(a) adjustments in the aggregate number or kind of shares of Common Stock which may be awarded under the Plan;

(b) adjustments in the aggregate number or kind of shares of Common Stock covered by Awards already made under the Plan;


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No such adjustments may, however, materially change the value of benefits available to a Participant under a previously granted Award.

15. WITHHOLDING.

There may be deducted from each distribution of cash and/or Common Stock under the Plan the amount of tax required by any governmental authority to be withheld.

16. AMENDMENT OF THE PLAN.

The Board of Directors may at any time, and from time to time, terminate, modify or amend the Plan in any respect; provided however, that Sections 7.1, 8.1 and 9.1 governing grants shall not be amended more than once every six months other than to comport with the Code or the Employee Retirement Income Security Act of 1974, as amended, if applicable.

The Board may determine that shareholder approval of any amendment to this Plan may be advisable for any reason, including but not limited to, for the purpose of obtaining or retaining any statutory or regulatory benefits under tax, securities or other laws or satisfying applicable stock exchange listing requirements.

Such termination, modification or amendment may not affect the rights of a Participant under an outstanding Award, except the Board may, prior to a Change in Control, terminate the Plan in connection with a Change in Control and make a cash payment to all Participants equal to the difference between the Fair Market Value of the Common Stock on the date of the Change in Control and the exercise price per share of an Option on the Date of Grant.

17. EFFECTIVE DATE OF PLAN.

The Plan shall become effective as of the date the Plan is approved by shareholders at an annual or special meeting of shareholders (the "Effective Date"). The Plan also shall be presented to shareholders of the Company for ratification for purposes of: (i) satisfying one of the requirements of Section 422 of the Code governing the tax treatment for Incentive Stock Options; and (ii) maintaining listing on the NASDAQ National Market System.


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18. TERMINATION OF THE PLAN.

No Awards under the Plan shall be granted more than ten (10) years after the Effective Date of the Plan. The Board of Directors has the right to suspend or terminate the Plan at any time. No termination shall, without the consent of a Participant, adversely affect such individual's rights under a previously granted award.

19. APPLICABLE LAW.

The Plan will be administered in accordance with the laws of the State of Wisconsin to the extent not preempted by Federal law as now or hereafter in effect.

20. COMPLIANCE WITH SECTION 16.

With respect to persons subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

______________________ ______________________________

Date Adopted (Signature)

Title

_____________________ ______________________________

Date Approved by Secretary

Shareholders


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EX-99.2 6 ex99-2to1997soipforms8.htm EXHIBIT 99.2 TO 1997 SOIP FORM S-8 Exhibit 99.2 to 1997 SOIP Form S-8

EXHIBIT 99.2

FIRST FEDERAL CAPITAL CORP

STOCK OPTION CONVERSION AGREEMENT

This Agreement is made and entered into as of October __, 2004 by and between First Federal Capital Corp, a Wisconsin corporation ("First Federal") and _______________ (the "Optionee").

Premises

The Optionee has received the options listed in Section 1 below under a First Federal stock option plan ("First Federal Options").

Pursuant to Section 1.10 of the Agreement and Plan of Merger, dated as of April 27, 2004, as amended (the "Merger Agreement"), between Associated Banc-Corp ("Associated")and First Federal, as of the Effective Time of the merger contemplated by the Merger Agreement (the "Effective Time"), each of the First Federal Options held by the Optionee will be converted, at the Optionee’s election, into either (i) new options to purchase shares of common stock of Associated ("Associated Options"), or (ii) the right to receive cash; provided that First Federal Options issued after April 1, 2004 will only be converted into the right to receive cash.

First Federal and the Optionee wish to enter into an agreement identifying which First Federal Options will be converted into Associated Options and which First Federal Options will be converted into the right to receive cash.

Agreement

NOW, THEREFORE, in consideration of the covenants and agreements set forth below, the parties hereto agree as follows:

First Federal Options. First Federal and Optionee agree that the Optionee holds, as of the date of this Agreement, the following First Federal Options:

Grant Date	Shares Subject to Option Grant	Option Exercise Price	Type of Option

Conversion to Associated Options. First Federal and Optionee agree that the Optionee may elect to convert, as of the Effective Time, each of the Optionee’s First Federal Options (other than any First Federal Options issued after April 1, 2004) into Associated Options to purchase that number of Associated shares equal to (a) the number of shares of common stock of First Federal subject to the First Federal Option immediately prior to the Effective Time multiplied by (b) 0.9525 (the "Exchange Ratio"), rounding fractional shares down to the nearest whole share, with the exercise price per share of Associated common stock under each Associated Option equal to the exercise price per share of the First Federal Option that the Associated Option replaces divided by the Exchange Ratio (rounded down to the nearest whole cent, unless such rounding down to the nearest whole cent will cause an option which is an incentive stock option to be modified within the meaning of Section 424(h) of the Internal Revenue Code, in which case the exercise price shall be rounded up to the nearest whole cent). The Associated Option shall have the same duration as the First Federal Option it replaces and shall be fully vested at the time of the merger between Associated and First Federal.

Cash Conversion. First Federal and the Optionee also agree that any First Federal Options not converted into Associated Options will be converted, as of the Effective Time, into the right to receive cash in an amount (less applicable withholding) equal to the number of shares of First Federal common stock subject to the First Federal Option multiplied by the amount by which the Exchange Ratio times the Associated common stock closing price on the date of the Effective Time exceeds the exercise price for such First Federal common stock under the terms of the First Federal Option.

Tax Consequences. The Optionee has been provided by First Federal with general information regarding the tax consequences and stock option plan consequences of the conversion alternatives described in Sections 2 and 3 of this Agreement. Optionee acknowledges having been advised to consult a tax advisor with respect to the Optionee’s election and to review the stock option plans and agreements before making the election.

Withholding. Optionee acknowledges that any amounts received pursuant to the cash conversion pursuant to Section 3 of this Agreement will be subject to withholding and that the Optionee may be subject to withholding on any gain realized with respect to any Associated Options issued pursuant to Section 2 of this Agreement when such options are exercised.

Irrevocability. Optionee understands that the election made pursuant to this Agreement is irrevocable and extinguishes all of the Optionee’s rights with respect to the First Federal Options except as expressly provided in this Agreement.

Optionee Election. The Optionee’s First Federal Options (other than any First Federal Options issued to the Optionee after April 1, 2004 which will only be converted into the right to receive cash) shall be converted into Associated Options or into the right to receive cash as follows: (Please mark one box and, if Box C is elected, complete the necessary information):


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[ ] A. All of Optionee’s First Federal Options will be converted to the right to receive cash pursuant to the methodology described in Section 3 of this Agreement.

[ ] B. All of the Optionee’s First Federal Options will be converted to Associated Options pursuant to the methodology described in Section 2 of this Agreement.

[ ] C. A part of the Optionee’s options will be converted into Associated Options and a part will be converted into the right to receive cash as follows:

(i)

The following options shall be converted to the right to receive cash pursuant to the methodology described in Section 3 of this Agreement:

Grant Date	Shares Subject to Option	Option Exercise Price	Type of Option

(ii) The following options will be converted into Associated Options pursuant to the methodology described in Section 2 of this Agreement:

Grant Date	Shares Subject to Option	Option Exercise Price	Type of Option


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The Optionee's right to receive Associated options or cash as provided herein is subject to the completion of the merger between Associated and First Federal pursuant to the Merger Agreement.

IN WITNESS WHEREOF, First Federal has caused this Agreement to be executed by its duly authorized officers and the Optionee has executed this Agreement, all as of the date and year first above written.

ATTEST: ____________________	FIRST FEDERAL CAPITAL CORP By: ___________________________ Its__________________________

ATTEST: ____________________	OPTIONEE: _______________________________ Social Security No. _______________


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