Associated Banc-Corp and F&M Bankshares complete merger.

GREEN BAY, Wis.--(BUSINESS WIRE)--July 19, 1996--Associated Banc-Corp (NASDAQ/NMS:ASBC) announced today that shareholders of F&M Bankshares of Reedsburg Inc., a Wisconsin bank holding company with $139 million in assets including its commercial bank subsidiary Farmers & Merchants Bank (Reedsburg,

Under the terms of the merger, shareholders of F&M Bankshares will receive 173.7766 shares of Associated common stock for each share of F&M stock owned. Shareholders of Farmers & Merchants Bank will receive 59.4441 shares of Associated common stock for each share of Farmers & Merchants Bank stock owned.

Speaking on behalf of Associated Banc-Corp, Chairman and Chief Executive Officer H.B. Conlon said, "Farmers & Merchants Bank, a long-time leader in banking in Sauk County, is a nice addition to Associated's growing community bank franchise in Wisconsin. The two Farmers & Merchants banking offices in Sauk County heighten our visibility in this region, bringing Associated's total banking offices in South Central Wisconsin to 15."

Gary L. Schaefer, chief executive officer of Associated's $557 million South Central Wisconsin region and president of Associated Bank Madison, added, "We look forward to expanding our highly personalized financial services into these new markets. The addition of the Farmers & Merchants banking offices enhances our ability to service the financial needs of this region."

"We are pleased to be a part of the Associated organization and its network of quality banks," said F&M's Chairman J. Robert Fusch. "Our affiliation with Associated will expand the services available to our customers, such as trust and investment products, and provides us expanded loan services. The added location convenience, and Associated's technology and training capabilities will strengthen F&M's capacity to meet the future needs of our customers."

Associated also anticipates completing the acquisition of the $39 million asset Mid-America National Bancorp Inc. Chicago later in July. The acquisition of Centra Financial Inc. and its $82 million asset banking subsidiary, Central Bank of West Allis (Wisconsin) announced earlier this year, is expected to be completed early in 1997, contingent on the completion of a definitive agreement and approval by regulatory authorities and the shareholders of Centra Financial.

When all pending acquisitions are completed, Associated will have approximately $4.2 billion in assets. The diversified multibank holding company, headquartered in Green Bay, currently has 95 banking locations in Wisconsin and northern Illinois offering a variety of financially related products and services to complement its traditional line of banking products.

CONTACT: Associated Bank Madison

Gary L. Schaefer, 608/259-2070

or

Associated Banc-Corp

Brian R. Bodager, 414/433-3171

or

For F&M Bankshares of Reedsburg:

Hoff Law Offices

David Hoff, 608/271-9067