Associated Banc-Corp: to acquire First Federal Capital Corp

News Release


First Federal Capital Corp:

John Berg,
Marketing Director & Investor Relations

GREEN BAY, Wis. – April 28, 2004 – Associated Banc-Corp (NASDAQ: ASBC) will
acquire First Federal Capital Corp (NASDAQ: FTFC) under a definitive
agreement signed by the two companies yesterday evening. The stock and cash
transaction is valued at $613 million, including stock options, based on the
closing Associated share price on April 27, 2004. First Federal, based in La
Crosse, Wis., is a $3.7 billion community bank with 91 banking locations
serving more than 40 communities in Wisconsin, northern Illinois and
southern Minnesota.

“First Federal’s community banking values and its strength in attractive
markets provide a highly complementary addition to the Associated family.
Together, we will build on those values and that strength to grow and serve
our customers,” said Paul Beideman, president and CEO of the $15.5 billion
Associated, based in Green Bay, Wis.
Under terms of the agreement, First Federal shareholders will receive .635
shares of Associated Banc-Corp stock for each share of First Federal stock
they hold, an equivalent amount of cash, or a combination thereof. Based on
Associated’s closing price of $42.19 on April 27, the exchange ratio
represented a price per First Federal share of $26.79, implying a 27 percent
premium to the market price.
Associated will allocate, in aggregate, 10 percent cash and 90 percent
stock. The transaction is tax-free for those shareholders receiving
Associated stock. First Federal will merge into Associated, and will receive
two seats on Associated’s Board of Directors.
“We welcome the considerable skills First Federal brings to our
organization, and the resources they bring to our customers. We will extend
First Federal’s 70-year history as a leading consumer banking institution
while bringing First Federal customers a much wider range of services and
greater convenience. At the same time, Associated customers will enjoy the
benefits of being part of a bigger and more geographically diverse bank,” he

“We remain steadfastly committed to the community banking model of servicing
customer relationships and local decision making philosophy that have long
been a hallmark of Associated’s success,” Beideman said.

“One of the reasons First Federal was so attractive to us was their approach
to customer service, which is so similar to Associated’s,” Beideman said.
“First Federal is steeped in the hometown relationships and work ethic that
makes this region a great place to live and work. As part of Associated,
First Federal employees will be able to continue in that culture, while
bringing a greatly expanded array of products and services to their

Jack Rusch, president and CEO of First Federal, said, “We are very excited
about the opportunities ahead of us as First Federal and Associated come
together. The expanded range of products and services will be obvious to our
customers. At the same time, we are pleased to become part of a highly
respected Wisconsin company that shares our community banking philosophy and

Beideman and Rusch noted that while the geographic footprints of the two
organizations generally overlap, the distribution of Associated and First
Federal office locations are complementary, limiting the need for disruptive
branch closures.

Over time, certain back office support facilities currently operated by
First Federal will become unnecessary. Beideman said Associated would treat
any displaced employees with the utmost fairness and would seek new
positions for them in the combined organization.
The transaction is expected to be completed during the fall of 2004, subject
to regulatory approvals.

The companies expect integration planning to begin immediately and the
conversion of all deposit and loan accounts to take place within six months
of the transaction’s closing.
The companies will host a conference call to discuss the transaction and
answer questions from institutional investors and analysts at 12:45 p.m. CDT
today. The call-in number will be 877-654-5513. Ask for the Associated
Banc-Corp call, code number 7137632. Participants should go to the investor
relations area at Associated’s Web site
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download slides for reference during the call.
First Federal serves nearly 250,000 households with checking, savings,
investment and loan products. Its 91 office locations include 49 supermarket
branches. In addition, First Federal provides commercial real estate lending
services and holds a dominant market share position for residential mortgage
lending in many of its markets. First Federal also offers business banking
products in select markets.

Associated Banc-Corp has 218 banking offices serving more than 150
communities in Wisconsin, Illinois, and Minnesota. The company offers a full
range of traditional banking services and a variety of other financial
products and services. More information about Associated Banc-Corp is
available at .

Statements made in this document that are not purely historical are
forward-looking statements, as defined in the Private Securities Litigation
Reform Act of 1995. This includes any statements regarding management’s
plans, objectives, or goals for future operations, products or services, and
forecasts of its revenues, earnings, or other measures of performance.

Forward-looking statements are based on current management expectations and,
by their nature, are subject to risks and uncertainties. These statements
may be identified by the use of words such as “believe,” “expect,”
“anticipate,” “plan,” “estimate,” “should,” “will,” “intend,” or similar
expressions. Outcomes related to such statements are subject to numerous
risk factors and uncertainties including those listed in the company’s
Annual Report filed on Form 10-K.