Associated Banc-Corp Announces Stock Buy-BackPlan.

GREEN BAY, Wis.--(BUSINESS WIRE)--Oct. 8, 1998--Associated Banc-Corp (NASDAQ: ASBC) today announced its Board of Directors has approved a buy-back of up to 900,000 shares of its common stock.

The board of Associated Banc-Corp and Citizens Bankshares Inc. of Shawano, Wis., also approved

a change in the terms of Associated's planned acquisition of Citizens to allow Citizens shareholders to elect to receive up to 50 percent of the transaction value in cash. Previously, the companies had announced the transaction would take place through a stock transaction, as is Associated's normal practice for acquisitions.

The Associated stock buy-back is in the amount equivalent to the maximum number of shares that could be issued in the Citizens transaction and is being conducted specifically for that purpose.

"While acquisitions by pooling of interests offer many advantages, and remain Associated's primary tool for acquisitions, we have determined, in this instance, that our revised structure will provide a more favorable result to Associated as well as providing an attractive option to Citizens shareholders to receive cash," Conlon said.

The announcement comes on the heels of Associated's definitive agreement to acquire Windsor Bancshares, Inc. of Minneapolis, Minn., on a pooling-of-interests basis.

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.