Associated Banc-Corp Acquires Riverside, Solidifies Niche Beach Head.

GREEN BAY, Wis.--(BUSINESS WIRE)--March 10, 1999--Associated Banc-Corp (NASDAQ: ASBC) has reached a definitive agreement with Riverside Acquisition Corp. of Minneapolis to acquire Riverside Bank, establishing Associated's position as a niche player in the Twin Cities following its acquisition of BankWindsor in February.

Riverside is a significant lender to start-up enterprises and small business in the Twin Cities. Riverside has total assets of approximately $331 million, five locations in the Minneapolis metropolitan area, and approximately 130 employees.

Riverside has thrived in this market segment by focusing on personal relationships with small business owners and other entrepreneurs. Riverside nurtures these relationships as its clients grow, bringing the bank solid growth in recent years. Riverside grew by about 84 percent between the end of 1995 and the end of 1998 in terms of total assets.

Associated, with a long and successful history of relationship-based business banking in its home market of Wisconsin, sees Riverside as a perfect fit for its expanding franchise, Associated Chairman and CEO H.B. Conlon said.

"Associated brings to the customers of Riverside a wide array of banking services not currently offered. With Associated's support, Riverside will deepen and broaden the services it offers to meet the expanding needs of its growing customer base," Conlon said.

New products and services that will be offered to Riverside customers include asset management services such as trusts and employee retirement plans; full-service and discount securities brokerage; lease financing; international banking; credit and debit cards; and insurance brokerage.

Riverside President and CEO David Cleveland, who will remain in his current position with Riverside, said Associated is an ideal partner, bringing the right combination of resources to allow his bank to grow along with the businesses Riverside currently serves and the Twin Cities small business community at large.

"As Riverside Bank and its customers continue to grow, our combination with Associated is well-timed. Associated brings strengths and expertise which will help us bring even more value to businesses in the Minneapolis area," Cleveland said.

He added, "We also operate in very similar ways, with strong emphasis on being flexible and creative in taking care of customers and our community."

The combination, which will be accounted for as a pooling of interests transaction, calls for the shareholders of the closely-held Riverside to receive Associated Banc-Corp stock. The final exchange ratio will be determined based on the price of Associated stock during a pricing period immediately prior to closing. For Associated stock prices between $32 and $38 per share, the nominal value of the transaction will be $89,100,000. Certain termination rights exist if Associated's average stock price during the pricing period is less than $28.50 per share or more than $41.50 per share.

Associated does not expect the transaction to have significant impact on consolidated earnings per share.

The transaction is targeted to close in the third quarter of 1999.

Associated entered the Minnesota marketplace on Feb. 3 when it completed its acquisition of Windsor BancShares, which owned BankWindsor. BankWindsor has four locations in Minnesota, led by a downtown Minneapolis office that caters primarily to the personal banking needs of executives, professionals and business owners, as well as small businesses.

Associated Banc-Corp, headquartered in Green Bay, Wis., is a diversified multibank holding company with $11.3 billion in total assets. Associated has 224 banking offices and 225 ATMs serving more than 150 communities in Wisconsin, Illinois, and Minnesota. The company offers a full range of traditional banking services and a variety of financially related products and services through other Associated affiliates. More information on Associated Banc-Corp is available at http://www.assocbank.com.