Associated 1992 SOIP Form S-8

0001042167-04-000401.txt : 20041123 0001042167-04-000401.hdr.sgml : 20041123 20041123170257 ACCESSION NUMBER: 0001042167-04-000401 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: 333-120713 FILM NUMBER: 041164397 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 associated1992soipforms-8.htm ASSOCIATED 1992 SOIP FORM S-8 Associated 1992 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

1992 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	32,971 (1)(2)	$14.69 (3)	$484,344 (3)	$61.37 (3)

(1)

This Registration Statement also covers any additional shares of Common Stock which become issuable under the First Federal Capital Corp 1992 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 1992 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 $14.69 for 32,971 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 32,971 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 1992 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 out standing 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)

24.0 Powers of Attorney

99.1 First Federal Capital Corp 1992 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

*	Director	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


	5

*	Director	November 18, 2004
Jack C. Rusch

*	Director	November 18, 2004
John C. Seramur

/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 1992 Stock Option and Incentive Plan		X
99.2	Form of Stock Option Conversion Agreement		X


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EX-5 2 ex5to1992soipforms-8.htm EXHIBIT 5 TO 1992 SOIP FORM S-8 Exhibit 5 to 1992 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 32,971 shares of Company common stock, $0.01 par value per share (the "Shares"), pursuant to the provisions of the First Federal Capital Corp 1992 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 ex23-1to1992soipforms8.htm EXHIBIT 23.1 TO 1992 SOIP FORM S-8 Exhibit 23.1 to 1992 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 ex24to1992soipforms-8.htm EXHIBIT 24 TO 1992 SOIP FORM S-8 Exhibit 24 to 1992 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 ex99-1to1992soipforms8.htm EXHIBIT 99.1 TO 1992 SOIP FORM S-8 Exhibit 99.1 to 1992 SOIP Form S-8

EXHIBIT 99.1

FIRST FEDERAL CAPITAL CORP.

1992 Stock Option and Incentive Plan

(As amended on October _____, 1996)

(formerly the "Rock Financial Corp. 1992 Stock Option

and Incentive Plan")

1. Plan Purpose. The purpose of the Plan is to promote the long-term interests of the Corporation and its shareholders by providing a means for attracting and retaining directors, officers and employees of the Corporation and its Affiliates. It is intended that certain Options granted pursuant to the provisions of this Plan will qualify as Incentive Stock Options and other Options granted will be Non-Qualified Stock Options.

2. Definitions. The following definitions are applicable to the Plan:

"Affiliate" - means any "parent corporation" or "subsidiary corporation" of the Corporation, as such terms are defined in Section 424(e) and (f), respectively of the Code.

"Award" - means the grant of an Incentive Stock Option, a Non-Qualified Stock Option, a Stock Appreciation Right, a Limited Stock Appreciation Right, or a Restricted Stock, or any combination thereof, as provided in the Plan.

"Bank" - means First Federal Savings Bank La Crosse-Madison and its successors.

"Code" - means the Internal Revenue Code of 1986, as amended.

"Committee" - means the Committee referred to in Section 3 hereof.

"Continuous Service" - means the absence of any interruption or termination of service as a director, officer or employee of the Corporation or an Affiliate. Service shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Board of Directors of the Corporation or in the case of transfers between payroll locations of the Corporation or between the Corporation, or its successor.

"Corporation" - means First Federal Capital Corp., a Wisconsin corporation.

"Employee" - means any person, including an officer or director, who is employed by the Corporation or any Affiliate.

"Exercise Price" - means (i) in the case of an Option, the price per Share at which the Shares subject to such Option may be purchased upon exercise of such Option and (ii) in the case of a Right, the price per Share (other than the Market Value per Share on the date of exercise and the Offer Price per Share as defined in Section 10 hereof) which, upon grant, the Committee determines shall be utilized in calculating the aggregate value which a Participant shall be entitled to receive pursuant to Sections 9, 10 or 13 hereof upon exercise of such Right.

"Incentive Stock Option" - means an option to purchase Shares granted by the Committee pursuant to Section 6 hereof which is subject to the limitations and restrictions of Section 8 hereof and is intended to qualify under Section 422 of the Code.

"Limited Stock Appreciation Right" - means a stock appreciation right with respect to Shares granted by the Committee pursuant to Sections 6 and 10 hereof.

"Market Value" - means the average of the high and low quoted sales price on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) of a Share on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which the Shares are listed or admitted to trading, or, if the Shares are not listed or admitted to trading on any such exchange, the mean between the closing high bid and low asked quotations with respect to a Share on such date on the National Association of Securities Dealers, Inc., Automated Quotations System, or any similar system then in use, or, if no such quotations are available, the fair market value on such date of a share as the Committee shall determine.

"Non-Employee Director," means a director, as defined in Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, who (i) is not currently an officer or otherwise employed by the Corporation or the Bank, or a parent or subsidiary of the Corporation or the Bank, (ii) does not receive compensation for consulting services or in any other capacity for the Corporation or the Bank in excess of $60,000 in any one year, and (iii) does not possess an interest in and is not engaged in business relationships required to be reported under Items 404(a) and 404(b) of Regulations S-K promulgated under the Securities Exchange Act of 1934.

"Non-Qualified Stock Option" - means an option to purchase Shares granted by the Committee pursuant to Section 6 hereof, which option is not intended to qualify under Section 422 of the Code.

"Option" - means an Incentive Stock Option or a Non-Qualified Stock Option.

"Participant" - means any officer or employee of the Corporation or any Affiliate who is selected by the Committee to receive an Award and any director of the Corporation who is granted an Award pursuant to Section 21 or Section 22 hereof.

"Plan" - means the 1992 Stock Option and Incentive Plan of the Corporation.

"Related" - means (i) in the case of a Right, a Right which is granted in connection with, and to the extent exercisable, in whole or in part, in lieu of, an Option or another Right and (ii) in the case of an Option, an Option which is granted in connection with, and to the extent exercisable, in whole or in part, in lieu thereof, a Right.

"Restricted Period" - means the period of time selected by the Committee for the purpose of determining when restrictions are in effect under Section 11 hereof with respect to Restricted Stock awarded under the Plan.


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"Restricted Stock" - means Shares which have been contingently awarded to a Participant by the Committee subject to the restriction referred to in Section 11 hereof, so long as such restrictions are in effect.

"Right" - means a Limited Stock Appreciation Right or a Stock Appreciation Right.

"Shares" - means the shares of common stock of the Corporation.

"Senior Officer" - means the Corporation’s president, principal financial officer, or principal accounting officer, any vice president of the Corporation in charge of a principal business unit, division or function (such as lending, savings, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Corporation. Officers of the Corporation’s Affiliates shall be deemed Senior Officers of the Corporation if they perform such policy-making functions for an Affiliate.

"Stock Appreciation Right" - means a stock appreciation right with respect to Shares granted by the Committee pursuant to Sections 6 and 9 hereof.

"Ten Percent Beneficial Owner" - means the beneficial owner of more than ten percent of any class of the Corporation’s equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

3. Administration. The Plan shall be administered by a Committee consisting of two or more members, each of whom shall be a Non-Employee Director. The members of the Committee shall be appointed by the Board of Directors of the Corporation. Except as limited by the express provisions of the Plan, the Committee shall have sole and complete authority and discretion to (i) select Participants and grant Awards; (ii) determine the number of Shares to be subject to types of Awards generally, as well as to individual Awards granted under the Plan; (iii) determine the terms and conditions upon which Awards shall be granted unde r the Plan; (iv) prescribe the form and terms of instruments evidencing such grants; and (v) establish from time to time regulations for the administration of the Plan, interpret the Plan, and make all determinations deemed necessary or advisable for the administration of the Plan. The Committee may maintain, and update from time to time as appropriate, a list designating selected directors as Non-Employee Directors. The purpose of such list shall be to evidence the status of such individuals as Non-Employee Directors, and the Board of Directors may appoint to the Committee any individual actually qualifying as a Non-Employee Director, regardless of whether identified as such on said list.

A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee without a meeting, shall be acts of the Committee.


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4. Participation in Committee Awards. The Committee may select from time to time Participants in the Plan from those officers and employees of the Corporation or its Affiliates who, in the opinion of the Committee, have the capacity for contributing to the successful performance of the Corporation or its Affiliates. To the extent provided in Section 22 hereof, the Committee may also select directors of the Corporation to be Participants in the Plan.

5. Shares Subject to Plan. Subject to adjustment by the operation of Section 12 hereof, the maximum number of Shares with respect to which Awards may be made under the Plan is 10% of the total Shares issued in the Bank’s conversion to the capital stock form. The Shares with respect to which Awards may be made under the Plan may be either authorized and unissued shares or issued shares heretofore or hereafter reacquired and held as treasury shares. Shares which are subject to Related Rights and Related Options shall be counted only once in determining whether the maximum number of Shares with respect to which Awards may be granted under the Plan has been exceeded. An Award shall not be considered to have been made under the Plan with respect to any Option or Right which terminates, expires or is cancelled, and new Awards may be granted under the Plan with respect to the number of Shares as to which such termination, expiration, cancellation or forfeiture has occurred.

6. General Terms and Conditions of Options and Rights. The Committee shall have full and complete authority and discretion, except as expressly limited by the Plan, to grant Options and/or Rights and to provide the terms and conditions (which need not be identical among Participants) thereof. In particular, the Committee shall prescribe the following terms and conditions: (i) the Exercise Price of any Option or Right, which shall not be less than the Market Value per Share at the date of grant of such Option or Right, (ii) the number of Shares subject to, and the expiration date of, any Option or Right, which expiration date shall not exceed ten years from the date of grant, (iii) the manner, time and rate (cumulative or otherwise) of exercise of such Option or Right, and (iv) the restrictions, if any, to be placed upon such Option or Right or upon Shares which may be issued upon exercise of such Option or Right. The Committee may, as a condition of granting any Option or Right, require that a Participant agree not to thereafter exercise one or more Options or Rights previously granted to such Participant.

7. Exercise of Options or Rights.

(a) An Option or Right granted under the Plan shall be exercisable during the lifetime of the Participant to whom such Option or Right was granted only by such Participant and, except as provided in paragraphs (c) and (d) of this Section 7, no such Option or Right may be exercised unless at the time such Participant exercises such Option or Right, such Participant has maintained Continuous Service since the date of grant of such Option or Right.

(b) To exercise an Option or Right under the Plan, the participant to whom such Option or Right was granted shall give written notice to the Corporation in form satisfactory to the Committee (and, if partial exercises have been permitted by the Committee, by specifying the number of Shares with respect to which such Participant elects to exercise such Option or Right) together with full payment of the Exercise Price, if any and to the extent required. The date of exercise shall be the date on which such notice is received by the Corporation. Payment, if any is required, shall be made either (i) in cash (including check, bank draft or


	4

money order) or (ii) if permitted by the Committee, by delivery (A) Shares already owned by the Participant and having a fair market value equal to the applicable exercise price, such fair market value to be determined in such appropriate manner as may be provided by the Committee or as may be required in order to comply with or to conform to requirements of any applicable laws or regulations, or (B) a combination of cash and such Shares. The Participant may make deemed or constructive transfers of shares in lieu of actual transfer and physical delivery of certificates.

(c) If a Participant to whom an Option or Right was granted shall cease to maintain Continuous Service for any reason (including total or partial disability and normal or early retirement, but excluding death and termination of employment by the Corporation or any Affiliate for cause), such Participant may, but only within the period of three months immediately succeeding such cessation of Continuous Service (unless otherwise determined by the Committee at the time of grant or any other time) and in no event after the expiration date of such Option or Right, exercise such Option or Right to the extent that such Participant was entitled to exercise such Option or Right at the date of such cessation, provided, however, that such right of exercise after cessation of Continuous Service shall not be available to a Participant if the Committee otherwise determines and so provides in the applicable instrument or instruments evidencing the grant of such Option or Right. If the Continuous Service of a Participant to whom an Option or Right was granted by the Corporation is terminated for cause, all rights under any Option or Right of such Participant shall expire immediately upon the giving to the Participant of notice of such termination. "Cause" is defined as personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or the willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or a final cease and desist order which results in a loss to the Corporation, Bank or any Affiliate.

(d) In the event of the death of a Participant while in the Continuous Service of the Corporation or an Affiliate or within the three month period referred to in paragraph (c) of this Section 7, the person to whom any Option or Right held by the Participant at the time of his death is transferred by will or the laws of descent and distribution may, but only to the extent such Participant was entitled to exercise such Option or right immediately prior to his death, exercise such Option or Right at any time within a period of one year succeeding the date of death of such Participant, but in no event later than ten years from the date of grant of such Option or Right. Following the death of any Participant to whom an Option was granted under the Plan, irrespective of whether any Related Right shall have theretofor e been granted to the Participant or whether the person entitled to exercise such Related Right desires to do so, the Committee may, as an alternative means of settlement of such Option, elect to pay to the person to whom such Option is transferred by will or by the laws of descent and distribution, the amount by which the Market Value per Share on the date of exercise of such Option shall exceed the Exercise Price of such Option, multiplied by the number of Shares with respect to which such Option is properly exercised. Any such settlement of an Option shall be considered an exercise of such Option for all purposes of the Plan.


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8. Incentive Stock Options. Incentive Stock Options may be granted only to Participants who are Employees. Any provision of the Plan to the contrary notwithstanding, (i) no Incentive Stock Option shall be granted more than ten years from the date the Plan is adopted by the Board of Directors of the Corporation and no Incentive Stock Option shall be exercisable more than ten years from the date such Incentive Stock Option is granted, (ii) the Exercise Price of any Incentive Stock Option shall not be less than the Market Value per Share on the date such Incentive Stock Option is granted, (iii) any Incentive Stock Option s hall not be transferable by the Participant to whom such Incentive Stock Option is granted other than by will or the laws of descent and distribution and shall be exercisable during such Participant’s lifetime only by such Participant, (iv) no Incentive Stock Option shall be granted to any individual who, at the time such Incentive Stock Option is granted, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Corporation or any Affiliate unless the Exercise Price of such Incentive Stock Option is at least 110 percent of the Market Value per Share and the date of grant and such Incentive Stock Option is not exercisable after the expiration of five years from the date such Incentive Stock Option is granted, and (v) the aggregate Market Value (determined as of the time any Incentive Stock Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant in any calendar year shall not exc eed $100,000.

9. Stock Appreciation Rights. A Stock Appreciation Right shall, upon its exercise, entitle the Participant to whom such Stock Appreciation Right was granted to receive a number of Shares or cash or combination thereof, as the Committee in its discretion shall determine, the aggregate value of which (i.e., the sum of the amount of cash and/or Market Value of Shares on date of exercise) shall equal (as nearly as possible, it being understood that the Corporation shall not issue any fractional shares) the amount by which the Market Value per Share on the date of such exercise shall exceed the Exercise Price of such Stock Appreci ation Right, multiplied by the number of Shares with respect to which such Stock Appreciation Right shall have been exercised. A Stock Appreciation Right may be Related to an Option or may be granted independently of any Option as the Committee shall from time to time in each case determine. At the time of grant of an Option the Committee shall determine whether and to what extent a Related Stock Appreciation Right shall be granted with respect thereto; provided, however, and notwithstanding any other provision of the Plan, that if the Related Option is an Incentive Stock Option, the Related Stock Appreciation Right shall satisfy all the restrictions and limitations of Section 8 hereof as if such Related Stock Appreciation Right were an Incentive Stock Option and as if other rights which are Related to Incentive Stock Options were Incentive Stock Options. In the case of a Related Option, such Related Option shall cease to be exercisable to the extent of the Shares with respect to which the Related Stock Appr eciation Right was exercised. Upon the exercise or termination of a Related Option, any Related Stock Appreciation Right shall terminate to the extent of the Shares with respect to which the Related Option was exercised or terminated.

10. Limited Stock Appreciation Rights. At the time of grant of an Option or Stock Appreciation Right to any Participant, the Committee shall have full and complete authority and discretion to also grant to such Participant a Limited Stock Appreciation Right which is Related to such Option or Stock Appreciation Right; provided, however and notwithstanding any other provision of the Plan, that if the Related Option is an Incentive Stock Option, the Related Limited


	6

Stock Appreciation Right shall satisfy all the restrictions and limitations of Section 8 hereof as if such Related Limited Stock Appreciation Right were an Incentive Stock Option and as if all other Rights which are Related to Incentive Stock Options were Incentive Stock Options. Notwithstanding any other provision of the Plan, a Limited Stock Appreciation Right shall be exercisable only during the period beginning on the first day following the date of expiration of any "offer", (as such term is hereinafter defined) and ending on the forty-fifth day following such date.

A Limited Stock Appreciation Right shall, upon its exercise, entitle the Participant to whom such Limited Stock Appreciation Right was granted to receive an amount of cash equal to the amount by which the "Offer Price per Share" (as such term is hereinafter defined) or the Market Value on the date of such exercise, as shall have been provided by the Committee in its discretion at the time of grant, shall exceed the Exercise Price of such Limited Stock Appreciation Right, multiplied by the number of Shares with respect to which such Limited Stock Appreciation Right shall have been exercised. Upon the exercise of a Limited Stock Appreciation Right, any Related Option and/or Related Stock Appreciation Right shall cease to be exercisable to the extent of the Shares with respect to which such Limited Stock Appreciat ion Right was exercised. Upon the exercise or termination of a Related Option or Related Stock Appreciation Right, any Related Limited Stock Appreciation Right shall terminate to the extent of the Shares with respect to which such Related Option or Related Stock Appreciation Right was exercised or terminated.

For purposes of this Section 10, the term "Offer" shall mean any tender offer or exchange offer for Shares other than one made by the Corporation, provided that the corporation, person or other entity making the offer acquires pursuant to such offer either (i) 25% of the Shares outstanding immediately prior to the commencement of such offer or (ii) a number of Shares which, together with all other Shares acquired in any tender offer or exchange offer (other than one made by the Corporation) which expired within sixty days of the expiration date of the offer in question, equals 25% of the Shares outstanding immediately prior to the commencement of the offer in question. The term "Offer Price per Share" as used in this Section 10 shall mean the highest price per Share paid in any Offer which Offer is in effect an y time during the period beginning on the sixtieth day prior to the date on which a Limited Stock Appreciation Right is exercised and ending on the date on which such Limited Stock Appreciation Right is exercised. Any securities or property which are part or all of the consideration paid for Shares in the Offer shall be valued in determining the Offer Price per Share at the higher of (A) the valuation placed on such securities or property by the corporation, person or other entity making such Offer or (B) the valuation placed on such securities or property by the Committee.

11. Terms and Conditions of Restricted Stock. The Committee shall have full and complete authority, subject to the limitations of the Plan, to grant awards of Restricted Stock and, in addition to the terms and conditions contained in paragraphs (a) through (f) of this Section 11, to provide such other terms and conditions (which need not be identical among Participants) in respect of such Awards, and the vesting thereof, as the Committee shall determine and provide in the agreement referred to in paragraph (d) of this Section 11.


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(a) At the time of an award of Restricted Stock, the Committee shall establish for each Participant a Restricted Period during which or at the expiration of which, as the Committee shall determine and provide in the agreement referred to in paragraph (d) of this Section 11, the Shares awarded as Restricted Stock shall vest. Subject to any such terms and conditions as the Committee shall provide, shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, except as hereinafter provided, during the Restricted Period. Except for such restrictions, and subject to paragraphs (c), (d) and (e) of this Section 11 and Section 12 hereof, the Participant as owner of such shares shall have all the rights of a shareholder, including but not limited to the righ t to receive all dividends paid on such shares and the right to vote such shares. The Committee shall have the authority, in its discretion, to accelerate the time at which any or all of the restrictions shall lapse with respect to any shares of Restricted Stock prior to the expiration of the Restricted Period with respect thereto, or to remove any or all of such restrictions, whenever it may determine that such action is appropriate by reason of changes in applicable tax or other laws or other changes in circumstances occurring after the commencement of such Restricted Period.

(b) Except as provided in Section 14 hereof, if a Participant ceases to maintain Continuous Service for any reason (other than death, total or partial disability or normal or early retirement) unless the Committee shall otherwise determine and provide in the agreement referred to in paragraph (d) of this Section 11, all shares of Restricted Stock theretofore awarded to such Participant and which at the time of such termination of Continuous Service are subject to the restrictions imposed by paragraph (a) of this Section 11 shall upon such termination of Continuous Service be forfeited and returned to the Corporation. Unless the Committee shall have provided in the agreement referred to in paragraph (d) of this Section 11 for a ratable lapse of restrictions with respect to an award of shares of Restricted Stock during the Restricted Period, if a Participant ceases to maintain Continuous Service by reason of death, total or partial disability or normal or early retirement, such portion of such shares of Restricted Stock awarded to such Participant which at the time of such termination of Continuous Service are subject to the restrictions imposed by paragraph (a) of this Section 11 as shall be equal to the portion of the Restricted Period with respect to such shares which shall have elapsed at the time of such termination of Continuous Service shall be free of restrictions and shall not be forfeited.

(c) Each certificate in respect of shares of Restricted Stock awarded under the Plan shall be registered in the name of the Participant and deposited by the Participant, together with a stock power endorsed in blank, with the Corporation and shall bear the following (or a similar) legend:

"The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the 1992 Stock Option and Incentive Plan of First Federal Capital Corp. and an Agreement entered into between the registered owner and First Federal Capital Corp. Copies of such Plan and Agreement are on file in the offices of the Secretary of First Federal Capital Corp., 605 State Street, LaCrosse, Wisconsin 54602-1868."


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(d) At the time of an award of shares of Restricted Stock, the Participant shall enter into an Agreement with the Corporation in a form specified by the Committee, agreeing to the terms and conditions of the award and such other matters as the Committee shall in its sole discretion determine.

(e) At the time of an award of shares of Restricted Stock, the Committee may, in its discretion, determine that the payment to the Participant of dividends declared or paid on such shares, or specified portion thereof, by the Corporation shall be deferred until the earlier to occur of (i) the lapsing of the restrictions imposed under paragraph (a) of this Section 11 or (ii) the forfeiture of such shares under paragraph (b) of this Section 11, and shall be held by the Corporation for the account of the Participant until such time. In the event of such deferral there shall be credited at the end of each year (or portion thereof) interest on the amount of the account at the beginning of the year at a rate per annum as the Committee, in its discretion, may determine. Payment of deferred dividends, together wi th interest accrued thereon as aforesaid, shall be made upon the earlier to occur of the events specified in (i) and (ii) of the immediately preceding sentence.

(f) At the expiration of the restrictions imposed by paragraph (a) of this Section 11, the Corporation shall redeliver to the Participant (or where the relevant provision of paragraph (b) of this Section 11 applies in the case of a deceased Participant, to his legal representative, beneficiary or heir) the certificate(s) and stock power deposited with it pursuant to paragraph (c) of this Section 11 and the Shares represented by such certificate(s) shall be free of the restrictions referred to in paragraph (a) of this Section 11.

12. Adjustments Upon Changes in Capitalization. In the event of any change in the outstanding Shares subsequent to the effective date of the Plan by reason of any reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation or any change in the corporate structure or Shares of the Corporation, the maximum aggregate number and class of shares as to which Awards may be granted under the Plan and the number and class of shares with respect to which Awards theretofore have been granted under the Plan shall be appropriately adjusted by the Committee, whose determinat ion shall be conclusive. Any shares of stock or other securities received, as a result of any of the foregoing, by a Participant with respect to Restricted Stock shall be subject to the same restrictions and the certificate(s) or other instruments representing or evidencing such shares or securities shall be legended and deposited with the Corporation in the manner provided in Section 11 hereof.

13. Effect of Merger on Options or Rights. In the event of any merger or consolidation of the Corporation (other than a merger or consolidation in which the Corporation is the continuing entity and which does not result in the outstanding Shares being converted into or exchanged for different securities, cash or other property, or any combination thereof) pursuant to a plan or agreement the terms of which are binding upon all shareholders of the Corporation (except to the extent that dissenting shareholders may be entitled, under statutory provisions or provisions contained in the certificate of incorporation, to receiv e the appraised or fair value of their holdings), any Participant to whom an Option or Right has been granted at least 6 months prior to such event shall have the right


	9

(subject to the provisions of the Plan and any limitation applicable to such Option or Right), thereafter and during the term of each such Option or Right, to receive upon exercise of any such Option or Right an amount equal to the excess of the fair market value on the date of such exercise of the securities, cash or other property, or combination thereof, receivable upon such merger, consolidation or combination in respect of a Share over the Exercise Price of such Right or Option, multiplied by the number of Shares with respect to which such Option or Right shall have been exercised. Such amount may be payable fully in cash, fully in one or more of the kind or kinds of property payable in such merger, consolidation or combination, or partly in cash or partly in one or more of such kind or kinds of property, a ll in the discretion of the Committee.

14. Effect of Change in Control. Each of the events specified in the following clauses (i) through (iii) of this Section 14 shall be deemed a "change of control": (i) any third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial owner of shares of the Corporation with respect to which 25% or more of the total number of votes for the election of the Board of Directors of the Corporation may be cast, (ii) as a result of, or in connection with, any cash tender offer, merger or other business combination, sale of assets or contested election, or comb ination of the foregoing, the persons who were directors of the Corporation shall cease to constitute a majority of the Board of Directors of the Corporation or (iii) the shareholders of the Corporation will approve an agreement providing either for a transaction in which the Corporation will cease to be an independent publicly owned entity or for a sale or other disposition of all or substantially all the assets of the Corporation; provided, however, that the occurrence of any such events shall not be deemed a "change in control" if, prior to such occurrence, a resolution specifically approving such occurrence shall have been adopted by at least a majority of the Board of Directors of the Corporation. If the Continuous Service of any Participant of the Corporation or any Affiliate is involuntarily terminated for whatever reason, at any time within eighteen months after a change in control, unless the Committee shall have otherwise provided in the agreement referred to in paragraph (d) of Section 11 hereof, any Restricted Period with respect to Restricted Stock theretofore awarded to such Participant shall lapse upon such termination and all Shares awarded as Restricted Stock shall become fully vested in the Participant to whom such Shares were awarded. If a tender offer or exchange offer for Shares (other than such an offer by the Corporation) is commenced, or if the event specified in clause (iii) above shall occur, unless the Committee shall have otherwise provided in the instrument evidencing the grant of an Option or Stock Appreciation Right, all Options and Stock Appreciation Rights theretofore granted and not fully exercisable shall become exercisable in full upon the happening of such event and shall remain so exercisable for a period of sixty days following such date, after which they shall revert to being exercisable in accordance with their terms.

15. Assignments and Transfers. Awards, rights and interests of a Participant under the Plan in any instrument evidencing any Award under the Plan, other than Incentive Stock Options (which shall not be transferable other than by will or the laws of descent and distribution and shall be exercisable only during a Participant’s lifetime), shall be transferable by Participants pursuant to the laws of descent and distribution upon a Participant’s death. Such Awards, rights and instruments, other than Incentive Stock Options, also shall be transferable during a Participant’s lifetime by Participants to members of their immediate family, trusts for the benefit of members of their immediate family and charitable institutions ("permissible transferees") to the extent permitted under Section 16 of the Securities Exchange Act of 1934 and subject to federal and state securities laws. The term "immediate family" shall mean any child, step-child, grandchild, parent, step-parent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.


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Rights may be transferable only with the prior approval of the Committee which shall have the authority to approve such transfers of Rights on a case-by-case basis in its sole discretion. The Committee may deny a Participant’s request to transfer Rights in its sole discretion for any reason, including but not limited to the failure of the Corporation to obtain a favorable opinion from legal counsel to the Corporation regarding the tax consequences of the transfer of Rights.

16. Employee Rights Under the Plan. No officer or employee shall have a right to be selected as a Participant nor, having been so selected, to be selected again as a Participant and no officer, employee or other person shall have any claim or right to be granted an Award under the Plan or under any other incentive or similar plan of the Corporation or any Affiliate. Neither the Plan nor any action taken thereunder shall be construed as giving any employee any right to be retained in the employee of the Corporation or any Affiliate, or as a member of the Board of Directors of the Corporation.

17. Delivery and Registration of Stock. The Corporation’s obligation to deliver Shares with respect to an Award shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Participant to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933 or any other Federal, state or local securities legislation or regulation. It may be provided that any representative requirement shall become inoperative upon a registration of the Shares or oth er action eliminating the necessity of such representation under such Securities Act or other securities legislation. The Corporation shall not be required to deliver any Shares under the Plan prior to (i) the admission of such shares to listing on any stock exchange on which Shares may then be listed, and (ii) the completion of such registration or other qualification of such Shares under any state or Federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.

This plan is intended to comply with Rule 16b-3 under the Securities Exchange Act of 1934, as amended by the Securities and Exchange Commission on May 31, 1996, and as may be further amended from time to time. Any provision of the Plan which is inconsistent with said Rule shall, to the extent of such inconsistency, be inoperative and shall not affect the validity of the remaining provisions of the Plan.

18. Withholding Tax. Upon the termination of the Restricted Period with respect to any shares of Restricted Stock (or at any such earlier time, if any, that an election is made by the Participant under Section 83(b) of the Code, or any successor provision thereto, to include the value of such shares in taxable income), the Corporation shall have the right to require the Participant or other person receiving such shares to pay the Corporation the amount of any taxes which the Corporation is required to withhold with respect to such shares, or, in lieu thereof, to retain or sell without notice, a sufficient number of shar es held by it to cover the amount required to be withheld. The Corporation shall have the right to deduct from all dividends paid with respect to shares of Restricted Stock the amount of any taxes which the Corporation is required to withhold with respect to such dividend payments.


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The Corporation shall have the right to deduct from all amounts paid in cash with respect to the exercise of a Right under the Plan any taxes required by law to be withheld with respect to such cash payments. Where a Participant or other person is entitled to receive Shares pursuant to the exercise of an Option or Right pursuant to the Plan, with the consent of the Committee, the Participant may be permitted to satisfy the Corporation’s withholding tax requirements by electing to have the Corporation withhold Shares otherwise issuable to the Participant or to deliver to the Corporation Shares having a Market Value on the date income is recognized pursuant to the exercise of the Option or Right equal to the amount required to be withheld. The election shall be made in writing and shall be made according to such rules and in such form as the Committee may determine.

19. Amendment or Termination. The Board of Directors of the Corporation may amend, suspend or terminate the Plan or any portion thereof at any time provided, however, that no such amendment, suspension or termination shall impair the rights of any Participant, without his consent, in any Award theretofore made pursuant to the Plan.

20. Effective Date and Term of Plan. The Plan shall become effective upon its adoption by the Board of Directors of the Corporation, subject to the Bank converting to a stock institution and approval of the Plan by vote of the holders of a majority of the outstanding shares of the Corporation entitled to vote on the adoption of the Plan. It shall continue in effect for a term of ten years unless sooner terminated under Section 19 hereof.

21. Initial Grant. By, and simultaneously with, the adoption of this Plan, each member of the Board of Directors of the Corporation at the time of the Bank’s conversion to stock form who is not a full-time Employee, is hereby granted a Non-Qualified Stock Option to purchase 0.35% of the number of Shares initially issued in the conversion. The Exercise Price of each such Option shall be equal to the Market Value of a Share on the date of grant and the Option shall have a term of 10 years from such date, and may not be exercised after three months have elapsed after the time the director is no longer a member of the Board of Directors of the Corporation. The Option shall become exercisable as to 20% of the option shares after one year has elapsed after the date of grant and an additional 20% shall become exercisable after the end of each subsequent year such that the option is fully exercisable after 5 years have elapsed after the date of grant; provided that such Options shall become fully exercisable upon retirement after age 70, or in the event of disability or death during Continuous Service. Each such Option shall be evidenced by a Non-Qualified Stock Option Agreement in a form approved by the Board of Directors and shall be subject in all respects to the terms and conditions of this Plan which shall be controlling. All Options granted pursuant to this Section 21 shall be rounded down to the nearest whole share to the extent necessary to ensure that no Options to purchase representing fractional shares are issued.

22. Grants to Directors. The Committee may grant Non-Qualified Stock Options to members of the Board of Directors under the Corporation who are not Employees. Non-Qualified Stock Options granted to any member of the Board of Directors of the Corporation under this Section 22 shall be subject to terms and conditions similar to those governing Non-Qualified Stock Options granted to Employees as described in this Plan.


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EX-99.2 6 ex99-2to1992soipforms8.htm EXHIBIT 99.2 TO 1992 SOIP FORM S-8 Exhibit 99.2 to 1992 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.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.

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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