Associated Banc-Corp Ventures Into Minnesota With Acquisition of Windsor.

GREEN BAY, Wis.--(BUSINESS WIRE)--Oct. 1, 1998--Associated Banc-Corp (NASDAQ: ASBC) has reached a definitive agreement with Windsor Bancshares, Inc. of Minneapolis to acquire Windsor, establishing a solid platform for Associated to expand into a third state.

Windsor Bancshares is a $190 million 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. The company's outstate offices represent a more diverse mix of business, agricultural and consumer banking.

Windsor's existing customer base provides an ideal platform for Associated to expand the trust, asset management and sophisticated business banking services that have long been the hallmark of the company's extensive Wisconsin operations, Associated Banc-Corp Chairman and CEO H.B. Conlon said.

"Associated has realized significant success by building its business around customer relationships. The Associated strategy is an excellent fit with the Windsor philosophy of relationship banking. By bringing Associated's services to the executives, professionals and successful entrepreneurs who make up much of Windsor's Minneapolis-area clientele, we are positioned to expand those relationships into a much wider range of financial services," Conlon said.

"At the same time, we will now be in a position to form new relationships across a dynamic new marketplace," he added.

Bank Windsor Chairman Samuel Kaplan said the transaction greatly benefits Windsor shareholders, customers and employees.

"Our shareholders will now have the liquidity of owning stock in one of the premier banking organizations in our part of the country. Our customers will benefit from the significant increase in Bank Windsor's lending capacity and the accessibility of ancillary products not currently available to them. Our employees will become a part of a well-organized company with strong banking discipline and an excellent work environment," Kaplan said.

John Crinklaw, president and CEO of Bank Windsor, added, "The customers of Bank Windsor will continue to receive the same personalized service as in the past, and key banking decisions will continue to be made here in Minnesota."

Under the merger agreement, which will be carried out on a pooling-of-interests basis, the shareholders of Windsor Bancshares, Inc. will exchange their shares, on a tax-free basis, for 800,000 shares of Associated Banc-Corp stock.

The merger represents Associated's second expansion state beyond its home market of Wisconsin. Associated recently expanded its operations in Illinois with the merger with First Financial late in 1997. First Financial has 54 banking offices in Illinois. Prior to the First Financial transaction Associate's Illinois operations had been limited to six offices in the Chicago area. Associated first entered the Illinois market in 1987.

Associated Banc-Corp, headquartered in Green Bay, Wis., is a diversified multibank holding company with $10.6 billion in total assets. Associated has more than 200 banking offices, and 225 ATMs serving 150 communities in Wisconsin and Illinois. 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.