Associated Banc-Corp to Acquire Commercial FinanceCompany From BNCCORP.

MINNEAPOLIS, Minn.--(BUSINESS WIRE)--Dec. 13, 1999--

Associated Banc-Corp (NASDAQ: ASBC) and BNCCORP, Inc. (NASDAQ: BNCC) have reached an agreement under which Associated will acquire BNCCORP's asset-based lending subsidiary, BNC Financial Corporation of St. Cloud, Minn.

BNC

Financial provides commercial finance services via asset-based working capital and term financing to small and mid-size companies for refinancings, recapitalizations, acquisitions and seasonal borrowing through senior loans secured by business assets such as equipment, accounts receivable and inventory. Asset-based loans outstanding at BNC Financial as of November 30, 1999 totaled $31.7 million.

Terms were not disclosed. The sale is a stock purchase whereby Associated will acquire all of the stock of BNC Financial for cash.

Associated Banc-Corp Chairman and CEO H.B. Conlon said the acquisition is an ideal complement to Associated's recent entree into the Minnesota market.

"This acquisition builds on and diversifies Associated's presence in the Twin Cities market, initiated with our recent acquisitions of BankWindsor and Riverside Bank. Associated provides these banks with significant lending capacity and other support to enable our banks to better serve small and medium-sized businesses in the greater Minneapolis-St. Paul market. The addition of BNC Financial will broaden the capacity of Associated's Minnesota banks to serve their customers. Under Associated, the finance company will continue to provide its services to other banks and financial services companies."

BNCCORP President and Chief Operating Officer Gregory K. Cleveland said the sale reflects BNCCORP's emphasis on continued growth in its banking subsidiaries including their insurance, brokerage and financial services divisions.

"While we have been happy with the financial performance of BNC Financial, this sale affords us the opportunity to substantially restructure our balance sheet. In addition to the sale of our asset-based loan portfolio, we will significantly reduce our outstanding long term debt, much of which was incurred for the purpose of funding the asset-based loans at BNC Financial."

BNCCORP, Inc., headquartered in Bismarck, N.D., is a bank holding company that serves numerous communities in North Dakota through its wholly owned subsidiary, BNC National Bank. The company also serves the Minneapolis/St. Paul metropolitan area through its wholly owned subsidiary, BNC National Bank of Minnesota. BNC Insurance, Inc. and BNC Asset Management, Inc., which are subsidiaries of BNC National Bank, provide a wide array of insurance and brokerage services in the markets that the company serves.

More information on BNCCORP is available at www.bnccorp.com.

Associated Banc-Corp, headquartered in Green Bay, Wis., is a diversified multibank holding company. Through its more than 200 banking offices and 225 ATMs, Associated serves 150 communities in Wisconsin, Illinois and Minnesota. The company offers a full range of traditional banking services, and a variety of other financial services through its affiliates. More information on Associated Banc-Corp is available at www.associatedbank.com.

This news release includes certain forward looking statements that are based on assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties, including statements relating to the future performance of the companies. Although the companies believe the expectations reflected in the forward-looking statements are reasonable, they can give no assurance that such expectations or any of their forward-looking statements will prove to be correct. Factors that could cause results to differ include, but are not limited to, successful performance of internal plans, the impact of competitive services, pricing and general economic risks and uncertainties.