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EXHIBIT (10)(j)




SEPARATION AGREEMENT AND GENERAL RELEASE




     THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Release”) is entered into by and among FIRST
FEDERAL CAPITAL CORP, its successor and assigns (“Capital Corp”), FIRST FEDERAL CAPITAL BANK (f/k/a
First Federal Capital Bank), its successor and assigns (“Capital Bank”) and JACK C. RUSCH (“Mr.
Rusch”) as of this 29th day of October, 2004.



RECITALS




     The parties acknowledge the following:



          A. Capital Corp and Mr. Rusch are parties to an Employment Agreement dated July 1, 2001
attached hereto as Schedule 1 and Capital Bank and Mr. Rusch are parties to an Employment Agreement
dated July 1, 2001 attached hereto as Schedule 2 (collectively, the “Employment Agreements”).




          B. Capital Corp and Associated Banc-Corp (“Associated”) have entered into an Agreement and
Plan of Merger (the “Merger Agreement”) as of April 27, 2004, which Merger Agreement contemplates
the merger of the Capital Corp into Associated (the “Merger”).




          C. Associated desires that Capital Corp, Capital Bank and Mr. Rusch affect a final resolution
and settlement of all matters and issues relating directly or indirectly to the Employment
Agreements and Mr. Rusch’s employment with Capital Corp and Capital Bank and his separation from
that employment prior to the effective time of said Merger.




AGREEMENTS




     In consideration of the Recitals and mutual agreements which follow, the parties agree as
follows:



     1. Effective Time. This Release shall become effective only upon consummation of the
Merger and upon such consummation shall have the same effective time (“Effective Time”) as said
Merger.



     2. Termination of Employment Agreements. As of the Effective Time, the Employment
Agreements and all of the respective rights and obligations of Capital Corp, Capital Bank, and Mr.
Rusch thereunder shall cease and terminate.



 









 





Mr. Rusch acknowledges and agrees that he is not entitled to any further compensation or payment
pursuant to the terms of the Employment Agreements.




     3. Acknowledgment of Full Compensation. Mr. Rusch acknowledges and agrees that he
received from Capital Corp. and Capital Bank all wages, fringe benefits (including without
limitation by enumeration vacation pay, insurance benefits, retirement and pension benefits, stock
options, severance pay, bonus payments, and expense reimbursement) and all other compensation owed
by Capital Corp. and Capital Bank to Mr. Rusch through and including the date of this Release. Mr.
Rusch further confirms that he is not entitled to any further compensation arising out of his
employment.



     4. Consideration. Conditioned upon Mr. Rusch’s signing of this Release and his return
of the Release to Capital Corp. and/or Capital Bank, expiration of the seven-day revocation period
without revocation, and Mr. Rusch’s properly executing and returning the attached acknowledgment
form to Capital Corp. and/or Capital Bank (Schedule 3) indicating his decision not to revoke this
Release, Mr. Rusch shall receive the following lump sum cash payments and benefits:




	 	(A)  	a lump sum cash payment of $449,074.81, less ordinary tax withholding and all
required deductions;
	 
	 	(B)  	a lump sum cash payment of $339,000 for “Rule of 90” benefit, less ordinary
tax withholding and all required deductions;
	 
	 	(C)  	a cash payment for retirement and other fringe benefits of $1,042,000,
reduced by the fair market value of any split-dollar life insurance transferred to the
Executive and less ordinary tax withholding and all required deductions;
	 
	 	(D)  	a lump sum cash payment calculated based on the Exchange Ratio as defined in
Section 1.10 of the Merger Agreement, representing the value of the cancellation of
Executive’s stock options in Capital Corp which were granted on April 20, 2004 (which
options become fully vested upon consummation of the Merger), less ordinary tax
withholding and all required deductions;
	 
	 	(E)  	a lump sum cash payment representing the value of or the cancellation of
Executive’s restricted stock in Capital Corp which was awarded on April 20, 2004, less
ordinary tax withholding and all required deductions; and




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	 	(F)  	Executive, Executive’s Spouse and Executive’s Dependents shall be eligible to
participate in Associated’s group health and dental plans for Executive’s lifetime,
subject to the terms, provisions and limitations of such plans, to the extent such
terms, provisions and limitations applicable to current employees of Associated.
Associated shall pay the entire premium associated with such coverage for Executive
and Executive’s Spouse and Dependents under the plans for the Executive’s and Spouse’s
lifetime.





All cash payment shall be made within 10 days of the date hereof. These payments shall not be
deemed “compensation” for purposes of any of either Capital Corp or Capital Bank’s qualified
retirement plans or other benefit programs, and payment of this severance pay does not entitle
Executive to any retirement plan contributions by Capital Corp and Capital Bank for Executive’s
benefit or account.




     5. Confidentiality and Non-Disclosure. Mr. Rusch agrees that this Release, and its
terms and provisions, are strictly confidential and shall not be divulged or disclosed in any way
to any person other than his spouse, legal counsel, or tax advisor, except as required by law.
Should Mr. Rusch choose to divulge the terms and conditions of this Release to his spouse, legal
counsel, or tax advisor, he shall insure that they will be similarly bound to keep the same
confidential. A breach of this paragraph by Mr. Rusch’s spouse, legal counsel, or tax advisor
shall be considered a breach of this paragraph by Mr. Rusch.



     6. Non-Admission of Liability. Neither this Release nor any action taken by Capital
Corp. or Capital Bank pursuant to it shall in any way be construed as an admission by Capital Corp.
or Capital Bank of any liability, wrongdoing, or violation of law, regulation, contract or policy
regarding any of Capital Corp. or Capital Bank’s decisions and actions regarding the employment or
separation from employment of Mr. Rusch or termination of the Employment Agreements.



     7. Release. Excepted as specifically provided in paragraphs 16 and 18 of the Release,
for valuable consideration from Capital Corp. and Capital Bank as stated above, Mr. Rusch, for
himself and his heirs, personal representatives, successors and assigns, hereby releases all claims
of whatever nature that he may have against Capital Corp. or Capital Bank, their affiliates,
subsidiaries, predecessors, successors and assigns and their present, former or later insurers,
agents, representatives, officers, administrators, directors, principals and employees
(collectively “Releasees”), which arise out of or are in any manner based upon or related to the
employment relationship between Mr. Rusch, Capital Corp. or Capital Bank, and his separation from
Capital Corp. and Capital Bank,



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and from all other claims or liabilities of any nature whatsoever which have arisen from any
occurrence, transaction, omission or communication which transpired or occurred at any time before
or on the date of this Release; provided, however, that this Release will not prevent any party
from asserting a claim against the other party in the event the other party breaches this Release.



           Excepted as specifically provided in paragraphs 16 and 18 of the Release, without limitation,
Mr. Rusch specifically releases, waives and forever discharges the above-listed entities and
persons from and against all liabilities, claims, actions, demands, damages and costs of every
nature, whether known or unknown, asserted or unasserted, which arise under the Wisconsin Fair
Employment Act; Wisconsin wage and hour laws; Title VII of the Civil Rights Act of 1964, as
amended; the Age Discrimination in Employment Act (29 U.S.C. § 621, et seq.); the Americans With
Disabilities Act; the Fair Labor Standards Act; the Equal Pay Act; state or federal parental,
family and medical leave acts; or arising under any other local, state or federal statute,
ordinance, regulation or order, or which involve a claim or action for wrongful discharge, breach
of contract (express or implied) and/or any other tort or common law cause of action. This waiver
and release does not affect those rights or claims that arise after the execution of this Release.



     8. No Pending Matters. Mr. Rusch warrants and represents that he has not filed any
pending complaint, charge, claim or grievance concerning his compensation, separation from
employment or terms and conditions of employment against Capital Corp. or Capital Bank with any
local, state or federal agency, court or commission, and that if any agency, commission or court
assumes jurisdiction of any such complaint or charge on behalf of Mr. Rusch relating to the claims
released in Section 5, he will request that agency, commission, or court to dismiss such
proceeding.



     9. Binding Agreement. This Release shall be binding upon Mr. Rusch and upon his
heirs, administrators, representatives, executors, successors and assigns and shall inure to the
benefit of the Releasees and to their heirs, administrators, representatives, executors, successors
and assigns.



     10. Severability. It is understood and agreed that the provisions of this Release
shall be deemed severable, and the invalidity or unenforceability of any one or more of the
provisions herein shall not affect the validity and enforceability of the other provisions herein.



     11. Complete and Exclusive Agreement. The parties understand and agree that this
Release is final and binding and constitutes the complete and exclusive statement of the terms and
conditions of separation, that no



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representations or commitments were made by the parties to induce this Release other than as
expressly set forth herein. This Release may not be modified or supplemented except by a
subsequent written agreement signed by the party against whom enforcement is sought.



     12. Consideration Period. Mr. Rusch represents that he has had the opportunity and
time to consult with legal counsel concerning the provisions of this Release and that he has been
given up to twenty-one (21) days to consider this Release.



     13. Further Assurances. The parties hereto shall take such additional actions and
execute and deliver such additional documents as may be reasonably necessary or desirable to
consummate the transactions contemplated by this Release.



     14. Governing Law. This Release shall be governed by, and construed in accordance
with, the laws of the State of Wisconsin, regardless of the laws that might otherwise govern under
applicable principles of conflicts of law.



     15. Acknowledgment. The undersigned parties acknowledge and agree that they have
carefully read the foregoing document, that a copy of the document was available to them prior to
execution, that they understand its contents including its release of claims, that they have been
given the opportunity to ask any questions concerning the Release and its contents, and that they
have signed this Release as their free and voluntary act.



     16. Reimbursement Payment. If the payments or value of all or any part of the Total
Payments becomes subject to any tax imposed pursuant to Section 4999 of the Internal Revenue Code
(the “Excise Tax”), Executive shall be entitled to an additional amount (the “Reimbursement
Payment”) such that the net amount retained by Executive after deduction of (i) any Excise Tax;
(ii) any federal, state, or local income tax, interest charges or penalties arising in respect to
imposition of such Excise Tax; (iii) any federal, state or local income tax or Excise Tax imposed
upon the payment provided for in this Section 16, necessary to place Mr. Rusch in the same
after-tax financial position he would have been in if he had not incurred any liability for the
Excise Tax.



For this purpose, “Total Payments” means together any payments or the value of any benefits
provided to Mr. Rusch by Capital Bank, Capital Corp and their successors and assigns under this
Release or any other agreement, including but not limited to any amount or value attributable to
the vesting of stock options and restricted stock and to which said Excise Tax applies by reason of
Section 280G of the Internal Revenue Code.




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For purposes of determining the amount of Reimbursement Payment, Executive shall be deemed to pay
federal income taxes at the highest marginal rate of federal income taxation in the calendar year
in which the Reimbursement Payment is to be made and state and local income taxes at the highest
marginal rate of taxation in the state and locality of Executive’s domicile for income tax purposes
on the date the Reimbursement Payment is made, net of the maximum reduction of federal income taxes
that could be obtained from deduction of such state and local taxes.




The Reimbursement Payment shall be made on the earlier of (i) 30 days following the determination
of the Reimbursement Payment, or (ii) the date the Executive is required to pay or deposit any sum
with respect to the Excise Tax. In the event the Reimbursement Payment exceeds the amount actually
required (“Overpayment”) or that an additional amount should have been paid (“Underpayment”), the
amount of the Overpayment or Underpayment shall be treated as a loan from one party to the other,
as the case may be, and shall be promptly repaid by the other at such time as finally determined,
together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the
Internal Revenue Code.




     17. Cooperation. The Executive shall make all reasonable efforts to cooperate with
Capital Corp., Capital Bank and all successors and assigns in preventing and defending against the
application of any tax imposed pursuant to Section 4999 of the Internal Revenue Code. Such efforts
shall include, but not be limited to, the following:




	 	(A)  	In reporting and paying Executive’s federal, state and local income tax on
the payments or value of any benefits provided under this Agreement, Executive shall
be obligated to report to any applicable taxing authority in accordance with the
directions of Associated, which directions shall be consistent with applicable law and
these Agreements.
	 
	 	(B)  	The Executive shall not agree or consent to any tax assessment by any taxing
authority that is inconsistent with a reporting position directed under Section 17(A)
above, without the written approval of Associated.
	 
	 	(C)  	The Executive shall allow Associated, at its option (and at Associated’s
expense), to control and defend against any tax audit that purports to subject any
payment described in this Agreement to tax under Section 4999 of the Internal Revenue
Code.




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     If the Executive fails to abide by any of the agreements contained in Section 17(A), (B) or
(C) above, or if the Executive has misrepresented or fails to abide by his agreement in Section 3
above, and as a result, any payment becomes subject to tax under Section 4999 of the Internal
Revenue Code, the Executive shall have no right to receive any Reimbursement Payment under Section
16 above.



     18. Non-Applicability to Certain Benefits. Notwithstanding anything in this Release to the
contrary, this Release shall not apply to:




	 	a.  	Benefit Plans. Any claims for benefits: (i) pursuant to any retirement
benefit plan maintained by Capital Corp or Capital Bank and that is intended to be a
tax-qualified plan under Section 401 of the Internal Revenue Code (including the
lump-sum payment features); (ii) pursuant to the terms of any medical plan of the
Capital Bank with respect to claims; (iii) pursuant to the supplemental executive
retirement plan maintained by the Capital Bank; and (iv) for vacation which has
accrued as of the Effective Time.
	 
	 	b.  	Options. Including the Options described in Section 4(D), Executive
currently holds options with respect to a total of 180,580 shares. Such options shall
be cashed-out unless converted into options with respect to Associated Common Stock in
accordance with Section 1.10 of the Merger Agreement. The following schedule
identifies the grant date of each option, the exercise price, the number of shares,
the current expiration date to which the option is subject, and the type of option
(ISO or NSO).





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Number of	 	 	 	 	 	 	 	 
	 	Date of Grant	 	 	Option Price	 	 	Shares	 	 	Expiration Date	 	 	Type of Option	 	 
	 	April 20, 2004
	 	 	$20.11	 	 	14,916	 	 	April 20,2014	 	 	ISO	 
	 	January 27, 1998
	 	 	$14.75	 	 	10,872	 	 	January 27, 2008	 	 	NSO	 
	 	August 1, 2000
	 	 	$11.00	 	 	41,820	 	 	August 1, 2010	 	 	NSO	 
	 	April 20, 2004
	 	 	$20.11	 	 	52,584	 	 	April 20, 2014	 	 	NSO	 
	 	April 24, 2001
	 	 	$14.06	 	 	60,388	 	 	April 24, 2011	 	 	NSO	 
	 






     All options shall continue to be subject to the terms of Capital Corp Stock
Option Plan under which they were respectively issued, as amended, except as
otherwise agreed to and provided in the



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	 	   	Merger Agreement and the Conversion Agreement contemplated thereby.
	 
	 	c.  	2002 Restricted Stock. Executive currently holds 7,500 shares of restricted
stock granted on April 8, 2003, on account of work performed during the 2002 calendar
year or earlier (all of which shares shall become fully vested upon consummation of
the Merger). The following schedule identifies the grant date of each share, the
number of shares, and the vesting status (or date) of each share.





	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Number of	 	 	Vesting Status (or Future	 
	 	Date of Grant	 	 	Shares	 	 	Vesting Date)	 
	 	April 8, 2003
	 	 	7,500	 	 	January 1, 2005	 
	 





     IN WITNESS WHEREOF, the parties herein executed this Separation Agreement and General Release
as of the date appearing next to their signatures.


	 	 	 	 	 
	 	FIRST FEDERAL CAPITAL CORP

 	 
	Date: 10/29/04 	BY	 /s/ Bradford R. Price
 	 
	 	 	 Its Exec Vice Pres & Sec 	 
	 	 	 
	 
	 	FIRST FEDERAL CAPITAL BANK

 	 
	Date: 10/29/04 	BY	 /s/ Bradford R. Price
 	 
	 	 	 Its Exec Vice Pres & Sec 	 
	 	 	 
	 



CAUTION: THIS IS A RELEASE. CAPITAL CORP. AND CAPITAL BANK HEREBY ADVISES MR. RUSCH TO CONSULT

WITH AN ATTORNEY AND READ IT BEFORE SIGNING. THIS RELEASE MAY BE REVOKED IN WRITING BY MR. RUSCH
WITHIN SEVEN (7) DAYS OF HIS EXECUTION OF THE DOCUMENT.



	 	 	 	 	 
	 	 	 
	Dated: 10/29/04 	/s/ Jack C. Rusch
 	 
	 	Jack C. Rusch 	 
	 	 	 
	 





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SCHEDULE 1




[Employment Agreement between Capital Corp and Executive]




 









 








SCHEDULE 2




[Employment Agreement between Capital Bank and Executive]




 









 








SCHEDULE 3




SEVEN DAY RIGHT TO REVOCATION

ACKNOWLEDGMENT FORM





     I, Jack C. Rusch, hereby acknowledge that First Federal Capital Corp. and First Federal
Capital Bank each has tendered a Separation Agreement and General Release offer which I voluntarily
agreed to accept on _______, 2004, a date at least seven days prior to today’s date.



     I certify that seven calendar days have elapsed since my voluntary acceptance of the
above-referenced offer (i.e., seven days have elapsed since the above date), and that I
have voluntarily chosen not to revoke my acceptance of the above-referenced Separation Agreement
and General Release.



     Signed this                     day of                     , 2004 at                     ,                     .



                                                            

Jack C. Rusch