Associated Banc-Corp announces proposed merger.

GREEN BAY, Wis. and MILWAUKEE--(BUSINESS WIRE)--April 10, 1996-- H.B. Conlon, chairman and chief executive officer for Associated Banc-Corp (NASDAQ/NMS:ASBC), and Andrew K. Wilson, chairman of the board of the $82 million-asset Centra Financial Inc., today announced the signing of a letter of intent

The transaction, which is contingent on completion of a definitive agreement and approval by regulatory authorities and the shareholders of Centra Financial, is expected to be completed in the third quarter of 1996.

Associated's Chairman H.B. Conlon said, "Centra's addition to our company will be key to Associated's longer term growth strategy in metropolitan Milwaukee."

Gordon J. Weber, chief executive officer of Associated's $877 million-asset Southern Region and president of Associated Bank Milwaukee, noted, "We specialize in providing highly personalized financial services to individuals and small- to mid-sized businesses. In our Southern Region we currently serve our customers through two Milwaukee County offices and 16 offices in communities surrounding Milwaukee County. The addition of the Centra offices in West Allis and Pewaukee, Wis., fills in markets where we currently do not have offices. The Centra addition enhances and strengthens our ability to conveniently serve the financial needs of our customer base living and/or working in southeastern Wisconsin communities."

Speaking on behalf of Centra Financial, Chairman Andrew Wilson commented, "Associated has a strong community banking philosophy. We believe that joining Associated's network of quality banks greatly enhances the resources and products available to the commercial and retail customers of Central Bank."

Last month Associated announced the completion of the acquisition of SBL Capital Bank Shares in Lodi, Wis., and its $68 million-asset subsidiary State Bank of Lodi. On April 8, 1996 the company announced the completion of the acquisition of Greater Columbia Bancshares Inc. in Portage, Wis., and its $211 million-asset subsidiary First National Bank of Portage. Associated has also signed a definitive agreement to acquire F&M Bankshares of Reedsburg Inc. and its $140 million-asset subsidiary, Farmers & Merchants Bank (Wisconsin), and Mid-America National Bancorp and its $39 million-asset subsidiary, Mid-America National Bank of Chicago. Both of these acquisitions are expected to be finalized in the second quarter of 1996. When all of the pending acquisitions are completed the transactions will boost Associated's assets to approximately $4.2 billion and the number of banking locations to over 100.

The $877 million Southern Wisconsin Region is a member of the $3.7 billion (total assets at Dec. 31, 1995) Associated Banc-Corp headquartered in Green Bay, Wis. The diversified multibank holding company currently has over 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: For Associated Banc-Corp:

Brian R. Bodager, 414/433-3171

or

For Centra Financial:

Erich Mildenberg, 414/276-0200