Associated Banc-Corp Closes Acquisition of Windsor Bancshares of Minneapolis.

GREEN BAY, Wis.--(BUSINESS WIRE)--Feb. 3, 1999--Associated Banc-Corp (NASDAQ: ASBC) today concluded its purchase of Windsor Bancshares, Inc. of Minneapolis, establishing a solid platform for Associated to expand into Minnesota.

Windsor Bancshares was a $190 million-asset bank holding company. Its subsidiary bank, Bank Windsor, has offices in Minneapolis and the Minnesota communities of Nerstrand, Sleepy Eye and Chisholm.

The company's flagship Minneapolis office, which is the fastest growing segment of the bank, focuses primarily on personal banking services for executives, professionals and business owners. Windsor's existing customer base provides an ideal platform for Associated to occupy a niche position in Minneapolis. Associated will provide to Windsor customers the trust, asset management and sophisticated business banking services that have long been the hallmark of Associated's extensive Wisconsin operations, Associated Banc-Corp Chairman and CEO H.B. Conlon said.

"Associated brings to Windsor's Minneapolis-area clientele a new level of personal banking services. Associated has a range and sophistication of products and services that only a large bank can provide. Perhaps more importantly, Associated shares the Windsor focus on personal customer relationships, always seeking to understand and anticipate its customers'

needs," Conlon said.

John Crinklaw will remain as president and CEO of Bank Windsor, and Bank Windsor Chairman Samuel Kaplan will remain on the board of directors of the bank.

Crinklaw said, "Our customers will continue to enjoy the relationships and level of service they have come to know with the existing Windsor staff. At the same time, key banking decisions will continue to be made here in Minnesota." He added, "By joining Associated, our customers will have a greatly expanded portfolio of high-quality banking and asset management services available to them."

Under the terms of the acquisition, 800,000 shares of Associated Banc-Corp stock will be exchanged for all of the outstanding shares of Windsor stock. Originally conceived as a merger to be accounted for as a pooling of interests, the transaction will, upon closing, be accounted for on a purchase basis.

Associated Banc-Corp, headquartered in Green Bay, Wis., is a diversified multibank holding company with $11.3 billion in total assets. Associated has more than 220 banking offices, and 225 ATMs serving 154 communities in Wisconsin, Illinois, and now 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.