<PAGE>
                           FIRST FEDERAL CAPITAL CORP
                     A FEDERAL SAVINGS BANK HOLDING COMPANY



                                                                  March 15, 2002


Dear Shareholder:

         You are cordially invited to attend our 2002 annual meeting of
shareholders, which will be held on Wednesday, April 17, 2002, at 10:30 a.m.,
local time, at the Radisson Hotel, 200 Harborview Plaza, La Crosse, Wisconsin.

         The attached notice of annual meeting of shareholders and proxy
statement describe the formal business to be conducted at the annual meeting.
Our Form 10-K annual report for the fiscal year ended December 31, 2001 also is
included in our 2001 annual report. Our directors and officers, as well as
representatives of Ernst & Young LLP, our independent auditors, will be present
at the annual meeting to respond to any questions that our shareholders may
have.

         It is very important that you be represented at the annual meeting
regardless of the number of shares you own or whether you are able to attend the
annual meeting in person. We urge you to vote by phone or over the Internet (if
your shares are held in an account at a brokerage firm or bank participating in
the ADP Investor Communication Services program), or mark, sign and date your
proxy card today and return it in the envelope provided, even if you plan to
attend the annual meeting. This will not prevent you from voting in person, but
will ensure that your vote is counted if you are unable to attend.

         Your continued support of and interest in us are appreciated.


                                           Sincerely,


                                           /s/ Jack C. Rusch


                                           Jack C. Rusch
                                           President and Chief Executive Officer


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                           FIRST FEDERAL CAPITAL CORP
                                605 STATE STREET
                           LA CROSSE, WISCONSIN 54601
                                 (608) 784-8000
                              ---------------------

                  NOTICE OF 2002 ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON APRIL 17, 2002
                              ---------------------

         NOTICE IS HEREBY GIVEN that the 2002 annual meeting of shareholders of
First Federal Capital Corp will be held on Wednesday, April 17, 2002, at 10:30
a.m., local time, at the Radisson Hotel, 200 Harborview Plaza, La Crosse,
Wisconsin, for the following purposes, all of which are described more
completely in the accompanying proxy statement:

         (1)      To elect four directors, each for three-year terms and in each
                  case until their successors are elected and qualified;

         (2)      To ratify the board of directors' appointment of Ernst & Young
                  LLP as our independent auditors for the fiscal year ending
                  December 31, 2002;

         (3)      To approve the First Federal Capital Corp 2002 Directors'
                  Stock Option Plan; and

         (4)      To transact such other business as may properly come before
                  the annual meeting or any adjournments or postponements
                  thereof. Our board of directors is not aware of any other such
                  business.

         The board of directors has fixed March 1, 2002 as the voting record
date for the determination of shareholders entitled to notice of and to vote at
the annual meeting and at any adjournments or postponements thereof. Only
shareholders of record as of the close of business on that date will be entitled
to vote at the annual meeting or at any adjournments or postponements thereof.
In the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the annual meeting, the annual
meeting may be adjourned in order to permit further solicitation of proxies by
us.

                                        BY ORDER OF THE BOARD OF DIRECTORS


                                        /s/ Bradford R. Price


La Crosse, Wisconsin                    Bradford R. Price
March 15, 2002                          Executive Vice President and Secretary

================================================================================
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO PROMPTLY VOTE BY PHONE OR OVER THE INTERNET (IF
YOUR SHARES ARE HELD IN AN ACCOUNT AT A BROKERAGE FIRM OR BANK THAT PARTICIPATES
IN THE ADP INVESTOR COMMUNICATION SERVICES PROGRAM), OR COMPLETE, SIGN, DATE AND
RETURN THE ENCLOSED PROXY FORM IN THE ENVELOPE PROVIDED. PLEASE SEE "ELECTRONIC
VOTING ALTERNATIVES" IN THE PROXY STATEMENT FOR ADDITIONAL DETAILS. IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY VOTE EITHER IN PERSON OR BY PROXY. YOU MAY
REVOKE ANY PROXY GIVEN AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
================================================================================


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<PAGE>



                           FIRST FEDERAL CAPITAL CORP
                              ---------------------

                                 PROXY STATEMENT
                              ---------------------

                       2002 ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON APRIL 17, 2002
                              ---------------------

         We are furnishing this proxy statement to our shareholders in
connection with the solicitation of proxies on behalf of our board of directors
to be used at the 2002 annual meeting of shareholders to be held at the Radisson
Hotel, 200 Harborview Plaza, La Crosse, Wisconsin, on Wednesday, April 17, 2002,
at 10:30 a.m., local time, and at any adjournments or postponements thereof for
the purposes set forth in the notice of annual meeting of shareholders.

         Our 2001 annual report to shareholders includes our Form 10-K annual
report, including our consolidated financial statements for the fiscal year
ended December 31, 2001 (which we sometimes refer to as "fiscal 2001")
accompanies this proxy statement and appointment form of proxy, and are first
being mailed to you on or about March 19, 2002. Generally, when we use the terms
"we," "us," "our" or "ours," we mean First Federal Capital Corp (the "Company")
and its wholly owned subsidiary, First Federal Savings Bank La Crosse-Madison
(the "Bank"). If there is, in our opinion, an important distinction between the
two entities, we will refer to the "Company" or the "Bank," as appropriate.

RECORD DATE AND OUTSTANDING SHARES

         Only our shareholders of record at the close of business on March 1,
2002 will be entitled to vote at the annual meeting. On that date, there were
20,033,558 shares of our common stock outstanding and no other class of equity
securities outstanding. Each share of common stock is entitled to one vote at
the annual meeting on all matters properly presented at the meeting. When we use
the terms "you," "your" or "yours," we mean our shareholders of record on March
1, 2002.

QUORUM

         The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of common stock entitled to vote is
necessary to constitute a quorum at the annual meeting.

ABSTENTIONS AND BROKER NON-VOTES

         Abstentions (i.e., shares for which authority is withheld to vote for a
matter) are included in the determination of shares present and voting for
purposes of whether a quorum exists. For the election of directors, abstentions
will have no effect on the outcome of the vote because directors are elected by
a plurality of the votes cast. For all other matters to be voted on at the
annual meeting, abstentions will be included in the number of shares voting on a
matter, and consequently, an abstention will have the same practical effect as a
vote against such matter.

         Proxies relating to "street name" shares (i.e., shares held of record
by brokers or other third-party nominees) that are voted by brokers or other
third-party nominees on certain matters will be treated as shares present and
voting for purposes of determining the presence or absence of a quorum. "Broker
non-votes" (i.e., proxies submitted by brokers or third-party nominees
indicating that such persons have not received instructions from the beneficial
owners or other persons entitled to vote shares as to a matter with respect to
which the brokers or third-party nominees do not have discretionary power to
vote under the rules of the New York Stock Exchange) will be considered present
for the purpose of establishing a quorum, but will not be treated as shares
entitled to vote on such matters.



                                       1
<PAGE>

         All matters to be considered at the annual meeting are considered
"discretionary" proposals for which brokers and third-party nominees may vote
proxies notwithstanding the fact that they have not received voting instructions
from the beneficial owners of shares; consequently, shares held by brokers or
third-party nominees will be counted if and as voted by such brokers and
third-party nominees.

VOTING

         MATTER 1:  ELECTION OF DIRECTORS

         The proxy being provided by our board of directors enables you to vote
for the election of the nominees proposed by the board, or to withhold authority
to vote for the nominees being proposed. Our articles of incorporation, as
amended, do not provide for cumulative voting by shareholders for the election
of the Company's directors. Under the Wisconsin Business Corporation Law,
directors are elected by a plurality of the votes cast with a quorum present,
meaning that the four nominees receiving the most votes will be elected
directors.

         MATTER 2:  APPOINTMENT OF ERNST & YOUNG LLP

         The affirmative vote of a majority of the shares of common stock
represented in person or by proxy at the annual meeting is necessary to ratify
the appointment of Ernst & Young LLP as our auditors for fiscal 2002.

         MATTER 3:  APPROVAL OF THE FIRST FEDERAL  CAPITAL CORP 2002  DIRECTORS'
STOCK OPTION PLAN

         The affirmative vote of a majority of the shares of common stock
represented in person or by proxy at the annual meeting is necessary to approve
the First Federal Capital Corp 2002 Directors' Stock Option Plan (the "2002
Directors' Option Plan").

SOLICITATION AND REVOCATION

         You are requested to vote electronically (see "--Electronic Voting
Alternatives") or by completing the enclosed proxy and returning it signed and
dated in the enclosed postage-paid envelope. The proxy solicited hereby, if
properly executed and not revoked prior to its use, will be voted according to
your instructions. If you do not provide instructions, a properly executed proxy
will be voted:

         --       FOR the election of the nominees for director named in this
                  proxy statement;

         --       FOR the ratification of the appointment of Ernst & Young LLP
                  as our independent auditors for fiscal 2002;

         --       FOR the approval of the 2002 Directors' Option Plan; and

         --       In accordance with the best judgment of the persons appointed
                  as proxies upon the transaction of such other business as may
                  properly come before the annual meeting or any adjournments or
                  postponements thereof.

Returning your completed proxy form or voting your proxy electronically will not
prevent you from voting in person at the annual meeting should you be present
and wish to do so.

         You have the power to revoke your proxy any time before it is exercised
by (i) filing with our Secretary written notice thereof (Bradford R. Price,
Executive Vice President and Secretary, First Federal Capital Corp, 605 State
Street, La Crosse, Wisconsin 54601); (ii) submitting a duly-executed proxy
bearing a later date or overriding a previously submitted electronic proxy by
submitting a subsequent electronic proxy; or (iii) appearing at the annual
meeting and giving our Secretary notice of your intention to vote in person. If
your shares are not registered in your own name, you will need additional
documentation from the record holder to vote personally at the annual meeting.
Proxies solicited hereby may be exercised only at the annual meeting and any
adjournment or postponement thereof and will not be used for any other meeting.

         We will bear the cost of solicitation of proxies on behalf of our board
of directors. We have retained Regan and Associates, Inc., a professional proxy
solicitation firm, to assist in the solicitation of proxies. Regan & Associates
will be paid a fee of $6,500. Pursuant to the retainer agreement with Regan &
Associates, all fees to be paid to Regan & Associates will be waived if the
proposals submitted for approval at the annual meeting are not



                                       2
<PAGE>

approved by shareholders. Proxies may be solicited by personal interview or by
telephone, in addition to the use of the mails by our directors, officers and
regular employees, without additional compensation therefor. We have made
arrangements with brokerage firms, banks, nominees and other fiduciaries to
forward proxy solicitation materials for shares of common stock held of record
by the beneficial owners of such shares. We will reimburse such brokerage firms,
banks, nominees and other fiduciaries for their reasonable out-of-pocket
expenses.

         In the event there are not sufficient votes for a quorum or to approve
or ratify any proposal at the time of the annual meeting, the annual meeting may
be adjourned or postponed in order to permit the further solicitation of
proxies. Proxies solicited hereby will be returned to the board of directors,
and will be tabulated by inspectors of election designated by the board who will
not be our directors or employees or directors or employees of any of our
affiliates.

ELECTRONIC VOTING ALTERNATIVES

         You are able to vote your shares by telephone or over the Internet (if
your shares are held in an account at a brokerage firm or bank participating in
the ADP Investor Communication Services Program). Submitting your proxy
electronically will not affect your right to vote in person if you decide to
attend the annual meeting.

         SHARES REGISTERED IN YOUR NAME

         If your shares are registered directly with Wells Fargo Shareowner
Services, you may vote your proxy telephonically by calling Wells Fargo
Shareowner Services at (800) 240-6326. Votes submitted by telephone must be
received by 11:00 a.m., Central Time, on Tuesday, April 16, 2002.

         SHARES REGISTERED IN THE NAME OF A BROKERAGE FIRM OR BANK

         Numerous brokerage firms and banks are participating in a program
provided through ADP Investor Communication Services that offers electronic
voting alternatives. This program is different from the program offered by Wells
Fargo Shareowner Services for electronic voting of shares registered in the name
of the shareholder. If your shares are held in an account at a brokerage firm or
bank participating in the ADP program, you may vote those shares telephonically
by calling the telephone number referenced on your voting form or over the
Internet by going to the website referenced on your voting form. Votes
electronically submitted through the ADP program must be received by the time
indicated on the materials enclosed regarding electronic voting through the ADP
program.


                  MATTERS TO BE VOTED ON AT THE ANNUAL MEETING

                         MATTER 1: ELECTION OF DIRECTORS

         Pursuant to our articles of incorporation, our board of directors is
divided into three classes, and the members of each class are elected for a term
of three years and until their successors are elected and qualified. One class
of directors is elected annually. A resolution of the board, adopted pursuant to
our bylaws has established the number of directors at ten in response to Mr.
Dale A. Nordeen's retirement from service as one of our directors after 41 years
of service as a director of the Company and the Bank (including predecessor
institutions), effective as of the 2002 annual meeting. On February 10, 2002,
Mr. Don P. Rundle passed away. Mr. Rundle served as a director of the Company
and the Bank (including predecessor institutions) since 1984. Mr. Rundle was a
member of the class of directors whose terms expire in 2004. At this time, our
board has not appointed a director to fill the seat vacated by Mr. Rundle.

         The merger agreement pursuant to which American Community Bankshares,
Inc. merged with and into us in October 2001 provided that Mr. Edwin J.
Zagzebski of American Community Bankshares would become a director as soon as
practicable after the effective date of the merger. Mr. Zagzebski was appointed
to the board effective November 1, 2001 and also has been nominated by the board
for election as a director at the annual meeting pursuant to such agreement.
With the exception of the foregoing agreement relating to the nomination of Mr.
Zagzebski, no person being nominated as a director is being proposed for
election pursuant to any agreement or



                                       3
<PAGE>

understanding between any person and us. There are no family relationships among
any of our directors and/or executive officers.

         If any person named as nominee should be unable or unwilling to stand
for election at the time of the annual meeting, the proxies will nominate and
vote for any replacement nominee or nominees recommended by the board of
directors. At this time, the board knows of no reason why any of the nominees
listed below may not be able to serve as a director if elected.

         The following tables present information concerning the nominees for
director and each director whose term continues, including his or her tenure as
a director of the Company and/or the Bank and its predecessor institutions.

<TABLE>
<CAPTION>
                                                     POSITION WITH US                                  DIRECTOR
           NAME              AGE                 AND PRINCIPAL OCCUPATION                                SINCE
           ----              ---                 ------------------------                              --------
<S>                         <C>                                                                        <C>
                            NOMINEES FOR DIRECTOR FOR THREE-YEAR TERMS EXPIRING IN 2005

John F. Leinfelder            70     Director; President of Joseph J. Leinfelder and Sons, Inc., a       1978
                                     steel fabricating business, located in La Crosse, Wisconsin.

David C. Mebane               68     Director; Vice Chairman and director, and from February 2000        1985
                                     to February 2002, Chairman, and from January 1994 to February
                                     2000, Chairman, President, Chief Executive and Chief
                                     Operating Officer of Madison Gas and Electric Co., a publicly
                                     held utility company, located in Madison, Wisconsin.

Thomas W. Schini              66     Director; Chairman of the Board since April 1993; Chief             1983
                                     Executive Officer of the Company and the Bank from June 1989
                                     to December 2000; President of the Company and the Bank from
                                     June 1989 to July 2000; President and Chief Executive Officer
                                     of First Federal Savings Bank of La Crosse from September
                                     1983 to June 1989.

Edwin J. Zagzebski            66     Director; Chairman of the Wisconsin Housing and Economic            1995
                                     Development Authority since 1995; Chairman of the Board of
                                     American Community Bankshares from 1995 to October 2001.

                                  INFORMATION WITH RESPECT TO CONTINUING DIRECTORS
                                         DIRECTORS WHOSE TERMS EXPIRE IN 2003

Marjorie A. Davenport         73     Director; President of Gordon & Marjorie Davenport, Inc., a         1976
                                     company that appraises and sells antique American furniture,
                                     located in Madison, Wisconsin.

Richard T. Lommen             57     Director; President of Courtesy Corporation, a McDonald's           1978
                                     licensee, located in La Crosse, Wisconsin.

Phillip J. Quillin            64     Director; President of Quillin's Inc., which owns and               1984
                                     operates supermarkets in the La Crosse, Wisconsin area.
</TABLE>





                                                4
<PAGE>





<TABLE>
<CAPTION>
                                                     POSITION WITH US                                  DIRECTOR
           NAME              AGE                 AND PRINCIPAL OCCUPATION                                SINCE
           ----              ---                 ------------------------                              --------
<S>                         <C>                                                                        <C>
                                          DIRECTORS WHOSE TERMS EXPIRE IN 2004

Patrick J. Luby               71     Director; Retired; Until February 1992, Vice President and          1979
                                     Economist for Oscar Mayer Foods Corp., a food processing and
                                     manufacturing firm that is an indirect subsidiary of Philip
                                     Morris Cos., Inc., located in Madison, Wisconsin.

Jack C. Rusch                 55     Director; Chief Executive Officer of the Company and the Bank       2000
                                     since January 2001; President and Chief Operating Officer of
                                     the Company and the Bank since August 2000; Treasurer and
                                     Chief Financial Officer of the Company and the Bank from
                                     March 1992 until January 2001; Executive Vice President of
                                     the Company and the Bank (Finance and Administration Division
                                     Manager) from March 1992 until August 2000; Senior Vice
                                     President, Treasurer and Chief Financial Officer of the
                                     Company and the Bank from June 1989 until March 1992; Senior
                                     Vice President of First Federal Savings Bank of La Crosse
                                     from 1986 until June 1989 and prior thereto Vice
                                     President-Finance of First Federal Savings Bank of La Crosse.
</TABLE>

         THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST AT THE ANNUAL
MEETING IS REQUIRED FOR THE ELECTION OF DIRECTORS. UNLESS OTHERWISE SPECIFIED,
THE SHARES OF COMMON STOCK REPRESENTED BY THE PROXIES SOLICITED HEREBY WILL BE
VOTED FOR THE ELECTION OF THE ABOVE-DESCRIBED NOMINEES. OUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE ABOVE-DESCRIBED NOMINEES FOR
DIRECTOR.

SHAREHOLDER NOMINATIONS

         Section 4.14 of our bylaws governs nominations for election to the
board of directors and requires all such nominations, other than those made by
the board, to be made at a meeting of shareholders called for the election of
directors, and only by a shareholder who has complied with the notice provisions
outlined in our bylaws. Shareholder nominations must be made pursuant to timely
notice in writing to our Secretary. To be timely, a shareholder's notice must be
delivered to, or mailed and received at, our principal executive offices not
later than (i) with respect to an election to be held at an annual meeting of
shareholders, 60 days prior to the anniversary date of the mailing of proxy
materials in connection with the immediately preceding annual meeting, and (ii)
with respect to an election to be held at a special meeting of shareholders for
the election of directors, the close of business on the tenth day following the
date on which notice of such meeting is first given to shareholders. We did not
receive any director nominations from shareholders in connection with the annual
meeting.

         Each written notice of a shareholder nomination shall set forth: (a)
the name and address of the shareholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation that the
shareholder is a holder of record of our common stock entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission (the "SEC"); and (e) the consent of
each nominee to serve as a director of the Company if so elected. The presiding
officer of the meeting may refuse to acknowledge the nomination of any person
not made in compliance with the foregoing procedures.





                                                5
<PAGE>


                MATTER 2: RATIFICATION OF APPOINTMENT OF AUDITORS

         Our board of directors has appointed Ernst & Young LLP, independent
certified public accountants, to perform the audit of our financial statements
for fiscal 2002, and further directed that the selection of auditors be
submitted for ratification by the shareholders at the annual meeting. We have
been advised by Ernst & Young that neither that firm nor any of its associates
has any relationship with us other than the usual relationship that exists
between independent certified public accountants and clients. Ernst & Young will
have one or more representatives at the annual meeting who will have an
opportunity to make a statement, if they so desire, and will be available to
respond to appropriate questions.

FEES BILLED TO US BY ERNST & YOUNG IN FISCAL 2001

         The following is a summary of the fees billed to us by Ernst & Young
for certain audit and non-audit services during fiscal 2001.

         AUDIT FEES

         The aggregate fees billed by Ernst & Young for professional services
rendered for the audit of our annual financial statements for fiscal 2001 and
for the reviews of the financial statements included in our quarterly reports on
Form 10-Q for fiscal 2001 were $132,500.

         FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

         The aggregate fees billed by Ernst & Young for professional services
rendered to us for the information technology services relating to financial
information systems design and implementation for fiscal 2001 were $0.

         ALL OTHER FEES

         The aggregate fees billed by Ernst & Young for services rendered to us,
other than the services described above under "Audit Fees" and "Financial
Information Systems Design and Implementation Fees," for fiscal 2001 were
$22,575.

         THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST AT THE ANNUAL
MEETING IS REQUIRED FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS
OUR INDEPENDENT AUDITORS FOR FISCAL 2002. UNLESS OTHERWISE SPECIFIED, THE SHARES
OF COMMON STOCK REPRESENTED BY YOUR PROXY WILL BE VOTED FOR RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG AS OUR INDEPENDENT AUDITORS FOR FISCAL 2002. OUR
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG AS OUR INDEPENDENT AUDITORS FOR FISCAL 2002.


              MATTER 3: APPROVAL OF THE FIRST FEDERAL CAPITAL CORP
                        2002 DIRECTORS' STOCK OPTION PLAN

         We are proposing for your consideration and approval the First Federal
Capital Corp 2002 Directors' Stock Option Plan (the "2002 Directors' Option
Plan") for directors of the Company and the Bank who are not also our employees
(which we refer to as "outside directors"). Pursuant to the 2002 Directors'
Option Plan, eligible outside directors will receive option grants to purchase
the shares of common stock in consideration for their services as our directors.
Under the By-laws of the National Association of Securities Dealers, Inc.,
shareholder approval of director and officer stock option plans is a listing
requirement applicable to all issuers whose shares are listed on the Nasdaq
National Market System, including us. Therefore, shareholder approval of the
2002 Directors' Option Plan is required in order for our shares of common stock
to continue to be listed on the Nasdaq National Market System. Absent
shareholder approval, the 2002 Directors' Option Plan will not be effective and
no grants of options to purchase shares will be made thereunder.




                                       6
<PAGE>


PURPOSE OF THE 2002 DIRECTORS' OPTION PLAN

         Our 1992 Directors' Stock Option Plan expired on January 25, 2002. We
believe that having a stock-based component of total director compensation
serves to further align the interests of our directors and our shareholders.
Therefore, the board of directors has adopted, subject to shareholder approval,
the 2002 Directors' Option Plan in order to provide an adequate reserve of
options to compensate and retain existing directors, recruit future directors
and for issuances in connection with potential strategic acquisitions.

SHARES SUBJECT TO THE 2002 DIRECTORS' OPTION PLAN

         If approved by shareholders, a total of 398,000 shares of common stock,
or approximately 2.0% of the shares outstanding on the voting record date, will
be available for granting to eligible outside directors under the proposed 2002
Directors' Option Plan. At the time of expiration in January 2002, the 1992
Directors' Stock Option Plan had 144,946 option shares ungranted, all of which
expired when the plan expired. Unless terminated sooner due to lack of
shareholder approval or as otherwise permitted thereunder, the proposed 2002
Directors' Option Plan will be in effect until January 22, 2022.

         The shares of common stock to be issued upon the exercise of options
granted under the proposed 2002 Directors' Option Plan may be authorized but
unissued shares, treasury shares or shares purchased by us on the open market or
from private sources. If authorized but unissued shares of common stock are
issued under the 2002 Directors' Option Plan, the interests of existing
shareholders will be diluted.

ADMINISTRATION

         The proposed 2002 Directors' Option Plan will be administered by the
entire board of directors of the Company. The board will make determinations
with respect to option grants to eligible directors, including, but not limited
to, determining the persons to whom discretionary option grants are to be made,
the number of shares of common stock to be covered by such options and the
vesting schedule and the expiration date of such option grants.

ELIGIBILITY, TIMING OF GRANTS, TYPE OF OPTION GRANTS AND VESTING OF OPTIONS

         With the exception of Ms. Davenport, who serves only as a director of
the Company, all of our directors currently serve on both the board of directors
of the Company and the board of the Bank. There currently are no directors of
the Bank who are not also directors of the Company. Of the nine directors of the
Company, seven of them currently are outside directors and as such are eligible
to receive option grants under the proposed 2002 Directors' Option Plan. None of
our employees or executive officers are eligible to receive option grants under
the 2002 Directors' Option Plan.

         Under the proposed 2002 Directors' Option Plan, outside directors of
the Company and the Bank will be granted options to purchase a fixed number of
shares (currently, 8,800) at the time of election or reelection to the board of
directors ("non-discretionary grants"), which are fully vested and exercisable
on the date of grant. The Company's board is staggered, and directors are
generally elected to serve three-year terms. Therefore, our outside directors
generally receive non-discretionary grants every three years. While the Bank
currently does not have any directors who are not also directors of the Company,
outside directors of the Bank who are not also directors of Company would be
eligible to receive a non-discretionary option grant every three years
(notwithstanding the fact that they would be elected to the Bank board on an
annual basis by the Company as the sole shareholder of the Bank).

         In addition to the aforementioned non-discretionary option grants, the
board of directors has the authority to make discretionary option grants.
Discretionary option grants become vested and exercisable as determined by the
board at the time of grant.




                                       7
<PAGE>


         Pursuant to the 2002 Directors' Option Plan, Mr. Zagzebski will not
receive options under the 2002 Directors' Option Plan if he is reelected to the
board of directors at the 2002 annual meeting, since he received 8,800 options
upon being appointed to the board in November 2001, which options will vest upon
his reelection. The following table summarizes the option grants that will be
awarded under the proposed 2002 Directors' Option Plan to eligible outside
directors on April 17, 2002, the date of the annual meeting, assuming the 2002
Directors' Option Plan is approved by our shareholders and all of the nominees
are elected to the board at the annual meeting:

                      2002 DIRECTORS' OPTION PLAN BENEFITS

<TABLE>
<CAPTION>
                                                              DOLLAR                      NUMBER OF SHARES
NAME AND POSITION                                             VALUE(1)                   SUBJECT TO OPTIONS
-----------------                                             --------                   ------------------
<S>                                                           <C>                       <C>
John F. Leinfelder, Director.......................           $  0                                8,800

David C. Mebane, Director..........................              0                                8,800

Non-Executive Director Group
   (seven persons).................................              0                               17,600

Executive Group(2).................................             N/A                                 N/A

Non-Executive Officer Employee Group(2)............             N/A                                 N/A
</TABLE>

-----------------------

(1)      The dollar value at the time of grant is the difference between the
         exercise price and the "fair market value" (defined by the 2002
         Directors' Option Plan as our per share closing price) on the date of
         grant. Under the 2002 Directors' Option Plan, the option exercise price
         must be the greater of (i) the par value of a share of common stock
         ($0.10 per share), or (ii) the fair market value of a share of common
         stock as of the date of grant. Therefore, on the date the option grants
         are made to the named directors the exercise price will be equal to the
         fair market value and, as such, the dollar value of an option grant
         will be $0. The dollar value of the options will increase or decrease
         in the future depending on the difference between the exercise price
         and the fair market value of our common stock. On March 1, 2002, the
         fair market value of a share of our common stock was $16.25.

(2)      Pursuant to the terms of the 2002 Directors' Option Plan, our executive
         officers and employees are not eligible to participate.

TERMS AND CONDITIONS OF OPTION GRANTS

         Options granted under the proposed 2002 Directors' Option Plan are
subject to certain terms and conditions. Each option recipient will execute an
option agreement, setting forth the total number of shares of common stock to
which it pertains, the exercise price, the procedures for exercise and any other
applicable terms, conditions and provisions. The option exercise price may be
paid in cash or shares of common stock and will be the greater of (i) the par
value of a share of common stock ($0.10 per share), or (ii) the fair market
value of a share of common stock as of the date of grant. Options may be
exercised in part or in whole and at one time or from time to time.

         Options received pursuant to non-discretionary grants become
exercisable on the date of the grant and remain exercisable until the earlier of
(i) ten years after the date of grant, or (ii) three years after the option
recipient ceases to be an outside director. If an option recipient dies while
serving as an outside director or during the three years following the date on
which he or she ceased to be an outside director without having fully exercised
his or her options, his or her estate administrators, legatees or distributees
have the right to exercise the unexercised options during the twelve months
following his or her death. In no event can an option be exercised more than ten
years from the date of grant.

         Options received pursuant to discretionary grants become and remain
exercisable as determined by the board of directors and as set forth in the
option agreement. The provisions for exercise that apply in a case of an option
recipient's death are those specified in the option agreement, but if no such
provisions are made in the option agreement, the exercise period is the same as
described above for the non-discretionary grants.



                                       8
<PAGE>

         Options held by outside directors terminated for cause pursuant to the
Company's or the Bank's respective articles of incorporation and bylaws will
expire on the date of termination. Termination "for cause" includes termination
(pursuant to the requisite terminating vote by our shareholders or the board of
directors) due to a felony conviction no longer subject to a direct appeal or a
court having found a director liable for gross negligence or misconduct in the
performance of such director's duty to us and the court's findings are no longer
subject to a direct appeal.

         Options may be transferred by option recipients pursuant to the laws of
descent and distribution, and during an option recipient's lifetime, by option
recipients to members of their "immediate family" (as defined in the 2002
Directors' Option Plan), trusts for the benefit of members of their immediate
family and charitable institutions (collectively, "permissible transferees") to
the extent permitted under Section 16 of the Securities Exchange Act of 1934, as
amended, and subject to federal and state securities laws. During the option
recipient's lifetime, options granted pursuant to the 2002 Directors' Option
Plan may only be exercised by the recipient, the recipient's guardian or legal
representative or by a permissible transferee.

         Upon any "change-in-control" event, such as a merger, consolidation,
reorganization, liquidation, recapitalization or a similar event, each option
recipient is entitled, subject to the conditions of the 2002 Directors' Option
Plan, to purchase or acquire such number of securities as were exchangeable for
the number of shares of our common stock that such option recipient would have
been entitled to purchase or acquire except for such change-in-control, and
appropriate adjustments will be made to the per-share exercise price of
outstanding options.

FEDERAL INCOME TAX CONSEQUENCES OF ISSUANCE AND EXERCISE OF OPTIONS

         The options granted under the proposed 2002 Directors' Option Plan will
not qualify as incentive stock options under Section 422 of the Internal Revenue
Code of 1986, as amended. An optionee will be deemed to have received ordinary
income upon the exercise of options granted under the 2002 Directors' Option
Plan in an amount equal to the amount by which the fair market value of the
common stock on the exercise date exceeds the exercise price. The amount of any
ordinary income upon the exercise of such options will be a deductible expense
for tax purposes by the Company. At this time, generally accepted accounting
principles ("GAAP") do not require compensation expense to be recorded for any
options granted for which the exercise price equals the market value on the date
of grant. When the options are exercised, the net proceeds received by us will
be recorded as an increase in common stock and paid-in capital.

ADJUSTMENT IN THE EVENT OF CAPITAL CHANGES

         In the event the total number of outstanding shares of common stock is
increased or decreased subsequent to the effective date of the proposed 2002
Directors' Option Plan by reason of any split, subdivision or consolidation of
shares or any other capital adjustment, the payment of a stock dividend, or
other increase or decrease in such shares effected without receipt or payment of
consideration by us (collectively, "capital changes"), proportional adjustments
will be made to (i) the aggregate number of shares of common stock available for
issuance under the 2002 Directors' Option Plan, (ii) the number of shares to
which an outstanding option relates, and (iii) the exercise price per share of
common stock under an option. The board may, in its discretion, adjust the
number of shares granted upon election or reelection to the board (currently,
8,800 shares) in the event of a capital change, but the non-discretionary
8,800-share grant will not be automatically adjusted as a result of a capital
change.




                                       9
<PAGE>


AMENDMENT OF THE 2002 DIRECTORS' OPTION PLAN

         The board of directors may, by resolution and at any time, terminate,
amend or revise the proposed 2002 Directors' Option Plan with respect to any
shares of common stock as to which options have not been granted, but the board
may not alter or impair any options previously granted under the 2002 Directors'
Option Plan unless the option recipient consents. In addition, the board may
determine that shareholder approval of any amendment to the 2002 Directors'
Option Plan may be advisable for any reason, including but not limited to, for
the purpose of obtaining or retaining any statutory or regulatory benefits under
tax, securities or other laws or satisfying applicable stock exchange listing
requirements.

         THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST AT THE ANNUAL
MEETING IS REQUIRED FOR APPROVAL OF THE 2002 DIRECTORS' OPTION PLAN. UNLESS
OTHERWISE SPECIFIED, THE SHARES OF COMMON STOCK REPRESENTED BY YOUR PROXY WILL
BE VOTED FOR APPROVAL OF THE 2002 DIRECTORS' OPTION PLAN. OUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE 2002 DIRECTORS' OPTION PLAN.


                    THE BOARD OF DIRECTORS AND ITS COMMITTEES

         Regular meetings of our board of directors are held on a quarterly
basis. Our board held a total of four regular meetings and one special meeting
during fiscal 2001. No incumbent director attended fewer than 75% of the total
number of meetings of the board and the total number of committee meetings on
which such director served during fiscal 2001.

         The audit committee of the board of directors reviews our records and
affairs to determine our financial condition, reviews with management and our
independent auditors the systems of internal control, and monitors our adherence
in accounting and financial reporting to generally accepted accounting
principles. In fiscal 2001, the members of the audit committee, which met two
times during the year, were Messrs. Leinfelder (Chairman), Funk, Nordeen,
Quillin and Zagzebski. Mr. Funk participated in the first of the two meetings,
which was held prior to his retirement from service as one of our directors in
April 2001. In November 2001, the board appointed Mr. Zagzebski to the audit
committee to fill the vacancy left by Mr. Funk. Mr. Zagzebski was not a member
of the audit committee when either of the two 2001 meetings were held, but has
participated in all subsequent audit committee meetings.

         The stock option committee of the board of directors reviews and
approves the granting of options and restricted stock under our stock incentive
plans and administers such plans. In fiscal 2001, the stock option committee
consisted of Messrs. Luby (Chairman), Lommen, Rundle and Ms. Davenport. The
stock option committee met six times during fiscal 2001.

         Our entire board of directors acted as a nominating committee for the
selection of nominees for director to stand for election at the annual meeting.
The board met once during fiscal 2001 to consider director nominees for the 2001
annual meeting. In January 2002, the board, acting as the nominating committee,
considered nominations for directors to be elected at the 2002 annual meeting.
Our bylaws allow for shareholder nominations of directors and require such
nominations to be made in accordance with specific procedures. See "Matter 1:
Election of Directors--Shareholder Nominations."




                                       10
<PAGE>


                    EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

              The following table sets forth certain information with respect to
our executive officers who are not directors.

<TABLE>
<CAPTION>
NAME                       AGE             PRINCIPAL OCCUPATION
----                       ---             --------------------
<S>                        <C>      <C>
Joseph M. Konradt.......... 45      Executive Vice President of the Bank
                                    (Community Banking Group Manager) since
                                    March 2001; Senior Vice President of the
                                    Bank (Retail Banking Division Manager) from
                                    March 1992 until March 2001; Vice President
                                    of the Bank from June 1989 until March 1992;
                                    Vice President of First Federal Savings Bank
                                    of La Crosse from 1986 until June 1989 and
                                    prior thereto Director of Marketing of First
                                    Federal Savings Bank of La Crosse.

Bradford R. Price.......... 48      Executive Vice President and Secretary of
                                    the Company and the Bank (Corporate
                                    Administration and Operations Group Manager)
                                    since March 2001; Executive Vice President
                                    and Secretary of the Company and the Bank
                                    (Residential Lending Division Manager) from
                                    March 1992 until March 2001; Senior Vice
                                    President and Secretary of the Company and
                                    the Bank from June 1989 until March 1992;
                                    Senior Vice President and Secretary of First
                                    Federal Savings Bank of La Crosse from 1986
                                    until June 1989 and prior thereto Secretary
                                    and Vice President-Lending of First Federal
                                    Savings Bank of La Crosse.

Robert P. Abell............ 53      Senior Vice President of the Bank
                                    (Commercial Real Estate Lending Division
                                    Manager) since March 1992; Vice President of
                                    the Bank from June 1989 until March 1992;
                                    Vice President-Commercial Real Estate
                                    Lending of First Federal Savings Bank of La
                                    Crosse from December 1987 until June 1989.

Michael W. Dosland......... 42      Senior Vice President, Treasurer and Chief
                                    Financial Officer of the Company and the
                                    Bank (Finance and Treasury Division Manager)
                                    since February 2001; Vice President and
                                    Controller of the Company and the Bank from
                                    March 1992 until February 2001; Controller
                                    of the Company and the Bank since June 1989
                                    and prior thereto, Controller of First
                                    Federal Savings Bank of La Crosse from 1987
                                    until June 1989.

Milne J. Duncan............ 53      Senior Vice President of the Bank (Human
                                    Resources Division Manager) since March
                                    1992; Vice President of the Bank from June
                                    1989 until March 1992; Vice President of
                                    First Federal Savings Bank of La Crosse from
                                    1986 until June 1989.
</TABLE>




                                       11
<PAGE>


                      BENEFICIAL OWNERSHIP OF COMMON STOCK
                   BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth the beneficial ownership of shares of
our common stock as of March 1, 2002 (except as otherwise noted below) by (i)
each shareholder known to us to beneficially own more than 5% of the shares of
our outstanding common stock, as disclosed in certain reports regarding such
ownership filed with the SEC in accordance with Sections 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, (ii) each of our directors and
director nominees, (iii) each of our executive officers appearing in the summary
compensation table below, and (iv) all of our directors and executive officers
as a group.

<TABLE>
<CAPTION>
                                                                                                 SHARES OF
                                                                                               COMMON STOCK
                                                                                           BENEFICIALLY OWNED(1)
                                                                                           ---------------------
                                                                                                       PERCENT OF
                NAME                                                                       NUMBER         CLASS
                ----                                                                       ------      ----------
<S>                                                                                   <C>              <C>
Gail K. Cleary and related persons and entities(2)                                       1,253,175          6.3%
     c/o Cleary Management Corporation
     301 Sky Harbour Drive
     La Crosse, Wisconsin 54603

Directors:
     Marjorie A. Davenport(3).......................................................        29,200           *
     John F.  Leinfelder(3).........................................................       113,192           *
     Richard T. Lommen(3)...........................................................       276,700         1.4
     Patrick J. Luby(3).............................................................       129,356           *
     David C. Mebane(3).............................................................        49,383           *
     Dale A. Nordeen(3).............................................................       125,984           *
     Phillip J. Quillin(3)..........................................................       157,438           *
     Jack C. Rusch(3), (4), (5), (6)................................................       421,605         2.1
     Thomas W. Schini(3), (4), (5), (6).............................................       749,331         3.7
     Edwin J. Zagzebski(3)..........................................................        53,028           *

Executive officers who are not Directors:
     Bradford R. Price(3), (4), (5), (6)............................................       374,561         1.9
     Joseph M. Konradt(3), (4), (5), (6)............................................       158,078           *
     Robert P. Abell(3), (4), (5), (6)..............................................       100,495           *

All directors and executive officers as a group
     (16 persons)(3), (4), (5), (6).................................................     2,892,652         14.1%
</TABLE>

--------------------

* Represents less than 1% of the total number of shares of common stock
  outstanding.

(1)      For purposes of this table, pursuant to rules promulgated under the
         Securities Exchange Act, an individual is considered to beneficially
         own shares of common stock if he or she, directly or indirectly, has or
         shares (1) voting power, which includes the power to vote or to direct
         the voting of the shares; or (2) investment power, which includes the
         power to dispose or direct the disposition of the shares. Unless
         otherwise indicated, includes shares of common stock held directly by
         the individual as well as by members of such individual's immediate
         family who share the same household, shares held in trust and other
         indirect forms of ownership over which shares the individual
         effectively exercises sole or shared voting and/or investment power.
         Fractional shares of common stock held by certain executive officers
         under the First Federal Capital Corp Employee Stock Ownership Plan (the
         "ESOP") and the First Federal Savings Bank La Crosse-Madison Savings
         Investment Plan (the "401(k) Plan") have been rounded to the nearest
         whole share.

(FOOTNOTES CONTINUED ON FOLLOWING PAGE)



                                       12
<PAGE>


(2)      Gail K. Cleary possesses sole or shared voting and dispositive power
         individually or by trust with respect to the indicated shares.
         Beneficial ownership of the shares of common stock is as follows: Gail
         K. Cleary (IRA) - 82,498 shares; the Gail K. Cleary Trust - 697,939
         shares; the Russell G. Cleary Marital Trust - 200,000 shares; the
         Cleary-Kumm Foundation, Inc., a charitable foundation - 219,938 shares;
         and the Roy E. Kumm Family Trust - 52,800 shares.

(3)      Includes shares of common stock that the named individuals and certain
         executive officers have the right to acquire within 60 days of the
         voting record date pursuant to the exercise of stock options as
         follows: Ms. Davenport - 22,200; Mr. Leinfelder - 26,400; Mr. Lommen -
         8,800; Mr. Luby - 17,600; Mr. Mebane - 8,800; Mr. Nordeen - 0; Mr.
         Quillin - 26,396; Mr. Rundle - 17,600; Mr. Rusch - 73,700; Mr. Schini -
         80,250; Mr. Zagzebski - 8,800; Mr. Price - 51,067; Mr. Konradt - 46,400
         and Mr. Abell - 27,000. Does not include options for shares of common
         stock that do not vest within 60 days of the voting record date that
         have been awarded to executive officers and directors under our stock
         option plans.

         Does not include shares of common stock that the named individuals will
         have the right to acquire within 60 days of the voting record date if
         the 2002 Directors' Option Plan is approved and the nominees for
         director are elected or reelected by the shareholders at the annual
         meeting (due to immediate vesting of all non-discretionary options
         granted to the directors upon election or reelection): Mr. Leinfelder -
         8,800; Mr. Mebane - 8,800.

(4)      Includes shares of common stock awarded under our stock incentive
         plans, which are subject to vesting requirements. Recipients of
         restricted stock awards may direct voting prior to vesting.

(5)      Includes shares of common stock allocated to the accounts of executive
         officers pursuant to the 401(k) Plan, for which such individuals
         possess shared investment power and shared voting power over the shares
         of common stock allocated to their own account, of which approximately
         1,438 shares are allocated to accounts of the executive officers named
         in the summary compensation table as follows: Mr. Rusch - 0; Mr. Schini
         - 0; Mr. Price - 0; Mr. Konradt - 8; and Mr. Abell - 1,430.

(6)      Includes shares of common stock allocated to certain executive officers
         under the ESOP, for which such individuals possess shared voting power,
         of which approximately 124,776 shares were allocated to executive
         officers named in the summary compensation table as follows: Mr. Rusch
         - 24,443; Mr. Schini - 40,732; Mr. Price - 23,982; Mr. Konradt -
         18,001; and Mr. Abell - 17,618.



             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our officers and directors, and persons who own more than ten percent
of the shares of our common stock outstanding, to file reports of ownership and
changes in ownership with the SEC and the NASD by certain dates. Officers,
directors and greater than ten percent shareholders are required by regulation
to furnish us with copies of all Section 16(a) forms they file. Based upon
review of the information provided to us, we believe that during fiscal 2001,
our officers, directors and greater than ten percent shareholders complied with
all Section 16(a) filing requirements, except for one inadvertent failure by Mr.
Reinke to timely report on a Form 4 one acquisition of our common stock as the
result of his exercise of stock options, which acquisition and exercise of stock
options were subsequently reported on a Form 4.



                                       13


<PAGE>

                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE COMPENSATION

         During fiscal 2001, the Company did not pay separate compensation to
our executive officers. The following table summarizes the total compensation
paid by the Bank to our Chief Executive Officer and our next four highest paid
executive officers whose compensation, based on salary and bonus, exceeded
$100,000 during fiscal years 2001, 2000 and 1999.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                             LONG-TERM
                                                                       COMPENSATION AWARDS
                                                                      ---------------------------
                                                                       VALUE OF          NUMBER
                                           ANNUAL COMPENSATION(3)     RESTRICTED       OF SHARES
                                         --------------------------     STOCK          SUBJECT TO       ALL OTHER
NAME AND PRINCIPAL POSITION        YEAR     SALARY(1)     BONUS(2)    AWARDS(4)(5)     OPTIONS(6)     COMPENSATION(7)
---------------------------        ----  -------------  -----------   ------------     ----------     ---------------
<S>                                <C>   <C>            <C>           <C>              <C>            <C>
Jack C. Rusch....................  2001   $  306,250    $  142,750     $  138,424          67,500         $  10,474
   President and                   2000      219,392       112,244        165,000          60,000            10,451
   Chief Executive Officer         1999      169,433        67,940             --              --            10,009

Thomas W. Schini.................  2001   $  300,000    $   76,829     $  359,936          10,350         $  21,494
   Chairman of the Board and       2000      367,500       179,286             --              --            21,494
   Senior Executive Officer        1999      350,000       175,224             --              --            21,134

Bradford R. Price................  2001   $  215,083    $   81,785     $  138,424          39,600         $   9,589
   Executive Vice President        2000      198,439        80,444             --          20,000             9,576
                                   1999      169,433        67,940             --              --             9,097

Joseph M. Konradt................  2001   $  204,110    $   78,204     $  127,776          37,800         $   9,129
   Executive Vice President        2000      185,628        72,400             --          15,000             9,111
                                   1999      158,333        63,500             --              --             8,667

Robert P. Abell..................  2001   $  141,500    $   39,484     $   87,846          21,600         $   9,355
   Senior Vice President           2000      133,288        38,921             --              --             9,337
                                   1999      125,800        37,800             --              --             8,763
</TABLE>

----------

(FOOTNOTES CONTINUED ON FOLLOWING PAGE)


                                       14

<PAGE>


(1)      Includes compensation earned and deferred by the named executive
         officers pursuant to the 401(k) Plan.

(2)      Our executive officers receive cash bonus compensation under the First
         Federal Savings Bank La Crosse-Madison Annual Incentive Bonus Plan (the
         "Annual Bonus Plan"), which is based upon the Bank's performance. See
         "Compensation Committee Report." For fiscal 2001, 2000 and 1999, all
         bonus compensation paid to the named executive officers was made
         pursuant to the Annual Bonus Plan.

(3)      Perquisites provided to the named executive officers by us did not
         exceed the lesser of $50,000 or 10% of each named executive officer's
         total annual salary and bonus during the fiscal years indicated, and
         accordingly, are not included.

(4)      Amounts shown in this column represent the value of shares of common
         stock awarded to the named executive officers based upon the closing
         market price of our common stock on the date of grant. No shares of
         restricted stock were awarded during fiscal year 1999. The amounts
         indicated for fiscal 2000 and fiscal 2001 represent:


            -     The aggregate value of 15,000 shares of restricted stock
                  awarded to Mr. Rusch in connection with his appointment as
                  President of the Company and the Bank in fiscal 2000 that is
                  subject to the following vesting schedule: (i) 5,000 - 8/1/01;
                  (ii) 5,000 - 8/1/02; and (iii) 5,000 - 8/1/03;


            -     The aggregate value of restricted stock awarded pursuant to
                  the 2001-2003 long-term incentive plan in April 2001: (i) Mr.
                  Rusch - 10,400 shares; (ii) Mr. Schini - 25,600 shares; (iii)
                  Mr. Price - 10,400 shares; (iv) Mr. Konradt - 9,600 shares;
                  and (v) Mr. Abell - 6,600 shares. Restricted stock grants vest
                  50% each year commencing on the first anniversary of the award
                  date.


(5)      At December 31, 2001, the aggregate value of restricted (unvested)
         stock holdings by Messrs. Rusch, Schini, Price, Konradt and Abell was
         $483,560, $401,920, $326,560, $301,440 and $207,240, respectively,
         based on a total of 30,800, 25,600, 20,800, 19,200 and 13,200 shares
         awarded in fiscal 2001 and 2000, respectively, which were unvested on
         December 31, 2001, and the closing market price of our common stock on
         that date ($15.70 per share). Recipients of restricted stock awards are
         entitled to vote and receive payment of any dividends on unvested
         shares of common stock. For a further discussion of the Company's
         long-term incentive plans, see "Compensation Committee Report."


(6)      Amounts shown in this column represent the total number of shares of
         common stock subject to options granted to the named executive officers
         under our long-term stock incentive plans during the fiscal years 2000
         and 2001. No options were granted to the named individuals in fiscal
         1999.


(7)      Amounts shown in this column represent the Bank's contributions on
         behalf of the named executive officers under the 401(k) Plan, the ESOP,
         the Executive Life Bonus Plan ("Life Bonus Plan"), and disability
         insurance premiums paid by the Bank for fiscal 2001, 2000 and 1999. The
         amounts shown for each individual for fiscal 2001 are derived from the
         following figures: (i) Mr. Rusch - $5,100 - matching contribution under
         the 401(k) Plan, $2,550 - ESOP contribution, $1,838 - Life Bonus Plan
         payment, and $986 - disability premium; (ii) Mr. Schini - $5,100
         matching contribution under the 401(k) Plan, $2,550 - ESOP
         contribution, $12,980 - Life Bonus Plan payment, and $864 - disability
         premium; (iii) Mr. Price - $5,100 matching contribution under the
         401(k) Plan, $2,550 - ESOP contribution, $1,270 - Life Bonus Plan
         payment, and $669 - disability premium; (iv) Mr. Konradt - $5,100 -
         matching contribution under the 401(k) Plan, $2,550 - ESOP
         contribution, $1,100 - Life Bonus Plan payment, and $379 - disability
         premium; and (v) Mr. Abell - $5,100 - matching contribution under the
         401(k) Plan, $2,550 - ESOP contribution, $956 - Life Bonus Plan
         payment, and $749 - disability premium.


                                       15


<PAGE>


STOCK OPTIONS

         As of December 31, 2001, we had 1,171 officers and employees eligible
to participate in our current stock option and incentive plans, which include
the First Federal Capital Corp 1989 Stock Incentive Plan, the First Federal
Capital Corp 1992 Stock Incentive Plan, the First Federal Capital Corp 1992
Stock Option and Incentive Plan (f/k/a the Rock Financial Corp. 1992 Stock
Option and Incentive Plan) and the First Federal Capital Corp 1997 Stock Option
and Incentive Plan (collectively, the "Stock Option and Incentive Plans"). As of
December 31, 2001, 3,746,854 shares of common stock had been granted under the
Stock Option and Incentive Plans (either in the form of option grants or
restricted stock awards) and a total of 729,104 shares of common stock were
available for granting.

         The following table sets forth certain information concerning
individual grants of stock options to certain of the executive officers named in
the summary compensation table during fiscal 2001.

                        OPTION GRANTS IN LAST FISCAL YEAR

                                INDIVIDUAL GRANTS

<TABLE>
<CAPTION>
                                                     % OF TOTAL
                                                        OPTIONS        PER SHARE
                                                      GRANTED TO       EXERCISE
                                        OPTIONS      EMPLOYEES IN        PRICE        EXPIRATION       GRANT DATE
              NAME                    GRANTED(1)    FISCAL YEAR(2)     ($/SH)(1)         DATE       PRESENT VALUE(3)
     ----------------------           ----------    --------------     ---------         ----       ----------------
<S>                                   <C>           <C>                <C>            <C>           <C>
Jack C. Rusch..................         67,500           17.7%          $14.06         04/24/11         $284,850

Thomas W. Schini...............         10,350            2.7           $14.06         04/24/11           43,677

Bradford R. Price..............         39,600           10.4           $14.06         04/24/11          167,112

Joseph M. Konradt..............         37,800            9.9           $14.06         04/24/11          159,516

Robert P. Abell................         21,600            5.7           $14.06         04/24/11           91,152
</TABLE>

----------


(1)      The options granted are subject to a vesting schedule under the stock
         option plans and are exercisable as follows: (i) Mr. Rusch: 22,500 -
         04/24/02, 22,500 - 04/24/03, 22,500 - 04/24/04; (ii) Mr. Schini: 3,450
         - 04/24/02, 3,450 - 04/24/03, 3,450 - 04/24/04; (iii) Mr. Price: 13,200
         - 04/24/02, 13,200 - 04/24/03, 13,200 - 04/24/04; (iv) Mr. Konradt:
         12,600 - 04/24/02, 12,600 - 04/24/03, 12,600 - 04/24/04; and (v) Mr.
         Abell: 7,200 - 04/24/02, 7,200 - 04/24/03, 7,200 - 04/24/04.

(2)      Options to purchase 380,550 shares of common stock were granted to
         eligible participants under the Stock Option and Incentive Plans during
         fiscal 2001.

(3)      Based upon the Black-Scholes option pricing model, adopted for use in
         valuing stock options, based upon the following variable assumptions:
         (i) a seven year expected life; (ii) a volatility statistic of 35%;
         (iii) a dividend yield of 3.0%; and (iv) a 6.0% risk-free interest
         rate. The actual value, if any, an executive may realize will depend
         upon the excess of the stock price over the exercise price on the date
         the option is exercised. There is no assurance the value realized will
         be at or near the value estimated by the Black-Scholes model.



                                       16

<PAGE>

         The following table sets forth certain information concerning the value
of unexercised stock options (at December 31, 2001) granted under the Stock
Option and Incentive Plans to the executive officers named in the summary
compensation table.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES


<TABLE>
<CAPTION>
                                                                                 VALUE OF
                                            NUMBER OF                           UNEXERCISED
                                           UNEXERCISED                         IN-THE-MONEY
                                             OPTIONS                              OPTIONS
                                       AT FISCAL YEAR-END                  AT FISCAL YEAR-END(1)
                                ------------------------------        ------------------------------
NAME                            EXERCISABLE      UNEXERCISABLE        EXERCISABLE      UNEXERCISABLE
----                            -----------      -------------        -----------      -------------
<S>                             <C>              <C>                  <C>              <C>
Jack C. Rusch............          51,200           107,500            $ 123,640         $ 298,700

Thomas W. Schini.........          76,800            10,350               72,960            16,974

Bradford R. Price........          37,866            52,434               60,975           127,609

Joseph M. Konradt........          33,800            47,800               50,860           108,992

Robert P. Abell .........          19,800            21,600               18,810            35,424
</TABLE>


(1)      The value of unexercised in-the-money options is based upon the
         difference between the fair market value of the stock options ($15.70,
         which was the closing price on December 31, 2001) and the exercise
         price of the options at December 31, 2001.

PENSION PLAN

         The Bank maintains the First Federal Savings Bank La Crosse-Madison
Pension Plan (the "Pension Plan") for the benefit of our employees. The Pension
Plan is a non-contributory defined benefit pension plan. All employees who are
at least age 20 and who have completed twelve months of at least 1,000 hours of
service with us are eligible to participate in the Pension Plan.

         Benefits are generally payable under the Pension Plan upon retirement
at age 65 based upon an average of an employee's five highest consecutive annual
amounts of compensation during the last ten years of employment. Compensation is
defined to include salary, bonuses, overtime, commissions, vacation and 401(k)
and cafeteria (125) plan deferrals, and does not include expense reimbursement,
non-cash or stock compensation. Benefits are calculated based on a formula that
is coordinated with Social Security covered compensation. Such amounts are
within 10% of the total compensation and bonus reported for the named
individuals in the Summary Compensation Table above.

         The maximum annual compensation which may be taken into account under
the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") (as
adjusted from time to time by the Internal Revenue Service) for calculating
contributions under qualified defined benefit plans is $200,000 for 2002 and the
maximum annual benefit permitted under such plans is $160,000 for 2002. At
December 31, 2001, Messrs. Rusch, Schini, Price, Konradt and Abell had 17.7,
42.5, 21.8, 20.6 and 14.1 years of credited service, respectively, under the
Pension Plan.



                                       17

<PAGE>

         The Bank's board of directors also has authorized a supplemental
non-qualified retirement plan ("Supplemental Plan") to provide certain
additional retirement benefits to Messrs. Rusch, Schini, Price, Konradt and
Abell. The Supplemental Plan provides that Messrs. Rusch, Schini, Price, Konradt
and Abell will receive a supplemental pension benefit commencing on the first
day of the calendar month following their retirement equal to the dollar amount
of the retirement benefit that would have been paid under the Pension Plan,
401(k) Plan and ESOP without regard to the maximum annual benefit limitation of
Section 415 of the Internal Revenue Code (which is $160,000 for 2002) and the
maximum annual compensation limitation in Section 401(a)(17) of the Internal
Revenue Code ($200,000 for 2002). The Supplemental Plan provides that the Bank
will establish a supplemental defined contribution account which shall include
the amount of contributions which were not allocated to their accounts under the
401(k) Plan and ESOP because of the limitations imposed by the Internal Revenue
Code. In addition to the amounts payable in the table below, the additional
projected benefits under the Supplemental Plan payable to Messrs. Rusch, Schini,
Price, Konradt and Abell amounted to an annual benefit at age 65 of $115,163,
$115,109, $48,172, $38,070 and $0, respectively, with respect to the Pension
Plan and a lump sum benefit of $28,825, $268,736, $19,923, $14,531 and $967,
respectively, with respect to the 401(k) Plan and the ESOP at December 31, 2001.

         The following table sets forth the estimated annual benefits payable
upon retirement at age 65 in fiscal 2001 to the named executive officers under
the Pension Plan and Supplemental Plan, expressed in the form of a ten year
"single life" annuity benefit, based on average annual compensation and years of
service classifications specified. The table does not set forth the amount of
minimum annual benefits accrued by certain Pension Plan participants under the
benefit plan formula previously in effect before the Pension Plan was amended.


                               PENSION PLAN TABLE
<TABLE>
<CAPTION>

   AVERAGE                                                        CREDITABLE YEARS OF SERVICE AT AGE 65
   ANNUAL                                      --------------------------------------------------------------------
COMPENSATION                                       10             15              20             25          30
------------                                   ---------       ---------      ---------      ----------   ---------
<S>                                            <C>             <C>            <C>            <C>          <C>
$   20,000 ...............................     $  2,500        $  3,800       $  5,000       $  6,300     $   6,300
    40,000 ...............................        5,200           7,800         10,300         12,900        12,900
    60,000 ...............................        8,900          13,300         17,700         22,200        22,200
    80,000 ...............................       12,600          18,900         25,100         31,400        31,400
    100,000...............................       16,300          24,400         32,500         40,700        40,700
    125,000...............................       20,900          31,300         41,800         52,200        52,200
    150,000...............................       25,500          38,300         51,000         63,800        63,800
    200,000...............................       34,800          52,200         69,500         86,900        86,900
    250,000...............................       44,000          66,000         88,000        110,000       110,000
    300,000...............................       53,300          79,900        106,500        133,200       133,200
    350,000...............................       62,500          93,800        125,000        156,300       156,300
    400,000...............................       71,800         107,700        143,500        179,400       179,400
    450,000...............................       81,000         121,500        162,000        202,500       202,500
    500,000...............................       90,300         135,400        180,500        225,700       225,700
    550,000...............................       99,500         149,300        199,000        248,800       248,800
</TABLE>

 EMPLOYMENT AGREEMENTS

         In fiscal 2001, the Company and the Bank amended its employment
agreements with Messrs. Rusch, Schini, Price, Konradt and Abell (collectively,
the "Employment Agreements"). Under the Employment Agreements in effect for
fiscal 2001, the base salaries for Messrs. Rusch, Schini, Price, Konradt and
Abell were $315,000, $300,000, $221,500, $212,000 and $143,000, respectively. In
addition to base salary, the Employment Agreements provide for payments from
other incentive compensation plans, and provide for other benefits, including
participation in any stock-based incentive programs of the Company and the Bank.

         Messrs. Rusch, Price and Konradt's Employment Agreements with the Bank
and the Company are for three years, while Mr. Abell's Employment Agreement is
for two years, and Mr. Schini's expires on June 30, 2002. Each


                                       18

<PAGE>

of the agreements may be extended on an annual basis for successive additional
one-year periods upon the expiration of each year of the term upon review and
approval by the boards of directors of the Company and the Bank.

         Under the Employment Agreements, the Bank may, without further
liability, terminate such employment for "cause," which includes, generally,
conviction of a felony or any crime involving falsehood, fraud or moral
turpitude, willful failure to perform his duties and responsibilities in
accordance with written instructions approved by at least two-thirds of the
board, a willful act of misconduct or violation of any law, regulation or cease
and desist order which is injurious to the Bank, a willful breach of fiduciary
duty involving personal profit and incompetence, personal dishonesty or material
breach of the Employment Agreement by the executive. The Employment Agreements
with the Company terminate on the effective date of termination of the
Employment Agreements with the Bank. The Employment Agreements also provide for
termination or suspension of rights granted if the executives are terminated,
suspended or permanently removed for certain violations of federal laws, or if
regulatory authorities were to determine that the Bank is operating in an unsafe
financial condition. The Employment Agreements also contain
covenant-not-to-compete provisions that prohibit the executives from competing
with a significant competitor (as defined therein) of the Company or the Bank
for a period of twelve months following termination.

         In the event of a termination due to death or retirement, the executive
is entitled to receive only that compensation and those benefits in which he was
vested as of the date of termination. In the event of termination due to
disability, the executive is entitled to receipt of his base salary for the
remainder of the term of the Employment Agreement, offset by the total of any
disability payments received by the executive during such period under any
employer disability, governmental social security, or worker's compensation
program.

         In the event of a termination for cause, the Company and the Bank's
obligations under the Employment Agreements to Messrs. Rusch, Schini, Price,
Konradt and Abell cease. In the event of termination of employment under certain
circumstances, including termination without cause or other breach of the
Employment Agreements by the Bank or the Company, the executive would be
entitled to receive, for the remainder of the employment term (restored as of
the date of termination), severance payments based on the highest rate of base
salary within the three years preceding termination and the cash bonus paid in
the most recently completed calendar year of employment. In addition, the
executives shall be entitled to participate in all group health, dental and life
insurance and certain other employee benefit plans, at no cost to the
executives, for the remainder of the employment term, and to receive all other
benefits in which the executive was vested as of the termination date. If the
termination follows a "Change in Control," as defined in the Employment
Agreements and described below, the executive may elect to receive the severance
payment in a lump sum or over a period of three years from the date of Change in
Control. Under the Employment Agreements with the Bank, the payments are
limited, however, not to exceed such amounts that would be deemed to constitute
"excess parachute payments" within the meaning of Section 280G of the Internal
Revenue Code, and by any amounts paid by a subsequent employer. In addition, the
executives would receive additional benefits under the Pension Plan in an amount
determined as if the executive were fully vested under the Pension Plan and had
accumulated the additional years of credited service under the Pension Plan that
he would have received had he continued employment with the Bank for the entire
employment term at the highest annual rate of base salary in effect during the
twelve months immediately preceding the termination date. Assuming that average
annual compensation was at each executive's existing salary level for fiscal
2001 and utilizing the bonus amounts for fiscal 2001, severance pay in the event
of a Change in Control would amount to $1,373,250, $188,415, $909,855, $870,612
and $364,968 for Messrs. Rusch, Schini, Price, Konradt and Abell, respectively.

         The Employment Agreements define a "Change in Control" to include a
change in control under certain federal laws regardless of whether approval of
the Change in Control is required under such laws and whether resulting from
merger, consolidation, reorganization, acquisition of the Bank or its assets, or
any other event. The following other circumstances involving a Change in Control
of the Bank which, if they occur, also provide the executives with termination
benefits under the Employment Agreements: (i) termination of an executive
officer's employment other than for cause after a Change in Control; (ii)
resignation by an executive officer following a significant change in the nature
or scope of his authorities or duties; (iii) a reassignment to duties in a
location more than 25 miles from the location of the executive officer's
principal office immediately before such Change in Control; and (iv) a
determination by an executive officer that, as a result of such Change in
Control and subsequent

                                       19


<PAGE>

changes in the circumstances of his employment, he is unable to exercise
effectively his prior authority or responsibility.

         If the severance benefits payable following a Change in Control would
constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code, and the present value of such "parachute payments" equals
or exceeds three times the executives' average annual compensation for the five
calendar years preceding the year in which the Change in Control occurred, the
severance benefits shall be reduced to an amount equal to the present value of
2.99 times the average annual compensation paid to the executive during the five
years immediately preceding such Change in Control. The Employment Agreements
with the Company provide that the Company will pay to the executives the entire
amount of any unpaid severance that is not paid to them as a result of the
Change in Control restrictions under their Employment Agreements with the Bank.
In addition, under applicable law, a 20% excise tax would be triggered by
change-in-control related payments that equal or exceed three times the
executives' annual compensation over the five years preceding the Change in
Control. The Employment Agreements with the Company provide that to the extent
payments related to a Change in Control are subject to the excise tax, the
Company will provide the executives with an additional amount sufficient to
enable them to retain the full value of the Change in Control benefits as if the
excise tax had not applied.

         Effective January 1, 2001, Mr. Schini retired from his position as our
Chief Executive Officer. Mr. Schini continues to serve as our Chairman of the
Board of Directors and as a Senior Executive Officer pursuant to the terms of
employment agreements entered into with the Company and the Bank effective
January 1, 2001. The agreements provide that from January 1, 2001 until June 30,
2002, Mr. Schini will serve as Chairman of the Board of Directors of the Company
(subject to re-election as a director in April 2002) and Chairman of the Board
of Directors of the Bank and will further serve the Company and the Bank in a
consultative role and on special projects. Through June 30, 2002, Mr. Schini
will be compensated at a base salary of $300,000 per year, which will not be
reduced during the initial term of the agreement. After June 30, 2002, the
agreements may be renewed for one-year terms by action of the board of directors
of the Company and the Bank. In addition to base salary, the agreements provide
for other benefits generally made available to other of our executive officers,
including benefits under any bonus or stock-based incentive plans. If Mr. Schini
retires, dies or becomes disabled, he or his estate will be entitled to any
compensation and benefits to which he was entitled through his termination date.
If Mr. Schini is terminated for cause, he will not be entitled to any severance
payment; however, he will be entitled to any benefits in which he was vested as
of the termination date. Mr. Schini also will be entitled to change-in-control
benefits equal to the compensation due him for the remainder of his employment
contract term at the time of any change-in-control.

LIFE INSURANCE POLICIES

         The Bank's policy is to maintain a split-dollar life insurance plan for
its Chief Executive Officer. In 2001, the Bank purchased a $350,000 split-dollar
life insurance policy on the life of Jack Rusch, in accordance with the Bank's
policy after he became CEO.

         Annually, the participant recognizes taxable income to the extent of
the assumed term cost of the coverage. At the earlier of the 15th anniversary of
the policy or death of the participant, the Bank's share of the death benefit
will be sufficient to recover all premium costs associated with the plan, with
the participant's beneficiary receiving any excess of the death benefit amount.
For 2001, the amount of income attributable for a split-dollar insurance plan
was $385 for Mr. Rusch. This amount is included in the "All Other Compensation"
column in the Summary Compensation Table above.

         The Bank also made a life insurance benefit previously maintained for
Mr. Schini permanent in connection with his relinquishment of the CEO position.
The existing benefit was converted into a $500,000 split-dollar policy on the
joint lives of Mr. Schini and his spouse. At the earlier of the 15th anniversary
of the policy or second-to-die of Mr. Schini or his spouse, the Bank's share of
the death benefit will be sufficient to recover all premium costs associated
with the plan, with the participant's beneficiary receiving any excess of the
death benefit amount.

         In addition, the Bank waived Mr. Schini's right to a portion of his
SERP benefit in consideration for receipt of a life insurance policy on the
joint lives of Mr. Schini and his spouse. The benefit amount of the
SERP-conversion policy will depend upon the amount of coverage that can be
purchased based on the final value of Mr. Schini's SERP benefit account
determined as of June 30, 2002. The account will be valued at market value as of



                                       20

<PAGE>

that date. The Bank will not be responsible for any premium obligation with
respect to the policy so obtained, except for payment of premiums equal to the
present value amount of said SERP value.

COMPENSATION OF DIRECTORS

         BOARD FEES

         Each member of the board of directors of the Company who is not a
full-time employee is paid an annual retainer of $10,000. In addition, each
non-employee director of the Company who also is a member of the board of the
Bank is paid an annual retainer of $10,000 for services rendered to the Bank.
The Bank also contributes towards health insurance premiums on behalf of certain
directors who previously have so elected, which are taxable to the directors.
Participation in the Bank's health insurance plans is no longer offered to
existing or new directors who have not previously elected to participate in such
plans.

         DIRECTORS' DEFERRED COMPENSATION PROGRAM

         We maintain plans under which members of the boards of directors may
elect to defer receipt of all or a portion of their directors' fees. Under the
plans, we are obligated to repay the deferred fees, in the manner elected by the
participating director, together with interest at a stated rate. The repayments
generally will commence upon the participating director's resignation from the
board, although the participating director may elect to receive repayments at an
earlier time. During fiscal 2001, no director deferred funds pursuant to these
deferred compensation plans.

         STOCK OPTION PLANS

         The Company adopted the 1989 Directors' Stock Option Plan and the 1992
Directors' Stock Option Plan (collectively, the "Directors' Plans"), which
provide for the grant of compensatory stock options to non-employee directors of
the Company and the Bank. The 1992 Directors' Stock Option Plan expired on
January 25, 2002. The proposed 2002 Directors' Option Plan has been adopted by
the board of directors and is being submitted for shareholder approval at the
annual meeting. Pursuant to the Directors' Plans and the 2002 Directors' Option
Plan, each director of the Company or the Bank who is not also an employee of
ours is granted a compensatory stock option to purchase 8,800 shares of common
stock upon election or reelection to the boards of directors. The 2002
Directors' Option Plan also authorizes discretionary grants of options to
purchase shares of common stock.

                          COMPENSATION COMMITTEE REPORT

         The Compensation Committee Report will not be deemed incorporated by
reference by any general statement into any filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, except to
the extent we specifically incorporate such information by reference, and will
not otherwise be deemed filed under the Securities Act or the Securities
Exchange Act.

COMPENSATION COMMITTEE

         The Bank's Personnel and Compensation Committee (the "Committee") is
responsible for recommending to the Board of Directors of the Bank the levels of
compensation and benefits (excluding stock option grants and restricted stock
awards) for executive officers of the Bank. The Stock Option Committee of the
Company reviews and approves the grant of options and restricted stock awards
pursuant to the Company's stock incentive plans.

         Under rules established by the SEC, the Company is required to provide
certain data and information regarding the compensation and benefits provided to
the Company's Chief Executive Officer ("CEO") and certain other executive
officers of the Company. The rules require compensation disclosure in the form
of tables and a report by the Compensation Committee of the Company which
explains the rationale and considerations that led to fundamental decisions
affecting such individuals. The Committee has prepared the following report, at
the direction and approval of the Board of Directors of the Company, for
inclusion in this Proxy Statement.


                                       21

<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         For the fiscal year ended December 31, 2001, the Committee consisted of
the same independent directors who are neither officers nor employees of the
Company or the Bank ("Outside Directors") and who serve on the Company's Stock
Option Committee (Directors Davenport, Lommen, Luby and Rundle). Mr. Rundle
served as Chairman of the Committee and Mr. Luby served as Chairman of the
Company's Stock Option Committee. There are no interlocks, as defined under the
rules and regulations of the SEC, between the Committee, the Company's Stock
Option Committee and corporate affiliates of members of such committees.

EXECUTIVE COMPENSATION POLICIES AND PLANS

         The Committee uses the concept of total compensation in structuring a
combination of base salary, incentive bonus, long-term compensation and
perquisites for executive officers. It is the intent of the Committee to
recommend a base salary for executive officers that is comparable to the median
pay level of executives of similarly sized financial institutions based upon
available competitive market data. The Committee uses outside consultants and
published compensation survey data to review competitive rates of pay, to
establish salary ranges and to recommend base salary and bonus pay levels. Based
upon such review, for fiscal 2001, the average increase in base salary for the
three highest paid executive officers (other than Messrs. Rusch or Schini) was
8.0%. The Company's executives, in general, will receive a level of compensation
(base salary plus cash incentive bonus) at or above the median annual
compensation paid by financial competitors of the Company only when the Company
meets or exceeds the median return on assets ("ROA") and return on equity
("ROE") levels of its peer group.

         The Committee also recognizes that "compensation" (as that term is
defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code")) in excess of $1,000,000 per year to an executive
officer is not deductible by the Company unless such compensation is
performance-based compensation approved by the shareholders of the Company and
thus, is not "compensation" for purposes of complying with the limit on
deductibility. The Committee has been advised that no executive officer of the
Company received compensation in fiscal 2001 that will result in the loss of a
corporate federal income tax deduction under Section 162(m) of the Internal
Revenue Code.

         Both short-term and long-term incentive plans are used to reward
executive officers for the Company's performance relative to identified peer
groups. Short-term incentive compensation, paid in the form of annual cash
bonuses, is determined pursuant to factors outlined in the First Federal Savings
Bank La Crosse-Madison Annual Incentive Bonus Plan (the "Annual Bonus Plan").
Long-term incentive compensation, paid in the form of restricted stock awards
and stock option grants, is determined pursuant to factors outlined in the
Company's long-term performance award plans. The Board of Directors of the
Company reviews and approves of the terms of the Annual Bonus Plan on an annual
basis and the terms of the long-term award plans every three years.

         ANNUAL BONUS PLAN

         The factors used in measuring the Company's performance under the
Annual Bonus Plan are a weighted combination of ROA and ROE. In general, a
payment pursuant to the terms of the Annual Bonus Plan is made only after the
Company's financial performance equals or exceeds median peer group financial
performance. The peer group includes a group of similarly sized publicly traded
thrifts. The Board of Directors reviews the terms of the Annual Bonus Plan each
year and establishes the threshold, target and maximum ROA and ROE levels, and
percentage of incentive award to be based upon ROA and ROE, respectively, after
evaluation of the Company's strategic business plan and other factors the Board
deems appropriate. Cash bonus payments are made to participants at the end of
the fiscal year based upon the Company's projected performance levels relative
to the peer group and, if necessary, additional payments are made at the
beginning of the following fiscal year to reflect actual performance.

         For fiscal 2001, ROA accounted for 25% and ROE accounted for 75% of the
total cash incentive award opportunity. Executive officers are eligible to earn
incentive compensation based on the Company achieving threshold, target and
maximum ROA and ROE performance at the 50th percentile, 65th percentile and 80th
percentile, respectively, of the peer group. In general, if financial
performance is below the threshold level, no incentive compensation will be
earned. Individual award targets vary by executive group (CEO, Executive Vice


                                       22


<PAGE>

Presidents, Senior Vice Presidents and Department Managers) and are established
as a percentage of base salary. However, even if the Company's performance
exceeds the target ratios of the peer group, the Board of Directors of the
Company and the Bank can elect to reduce or cancel incentive payments if the
Company's ROE does not equal or exceed a "risk-free rate of return" defined to
be 110% of the average one-year treasury bill rate for the plan year. In
addition, the performance measures may be adjusted in any fiscal year if the
Board of Directors approves management strategic proposals or directs management
to implement strategic proposals designed to enhance the long-term performance
of the Company but which would materially impact payments under the Annual Bonus
Plan.

         For fiscal 2001, the Company is projected to achieve financial
performance objectives that exceed the 65th percentile for ROA and the 80th
percentile for ROE relative to the Annual Bonus Plan peer group. Based on the
Company's projected financial performance, cash bonuses were paid to Annual
Bonus Plan participants in fiscal 2001 representing part of the ROA and ROE
components of their 2001 bonus award. The balance of the 2001 incentive cash
bonus will be paid in fiscal 2002 when final peer data is available. In April
2001, the balance of cash bonus payments were made to participants in the Annual
Bonus Plan representing the Company's performance for fiscal 2000, which was at
the 71st percentile for ROA (1.09%) and 95th percentile for ROE (17.01%). The
aggregate pay-out to all participants under the Annual Bonus Plan in fiscal 2001
was $669,959, which represented aggregate bonus compensation of $627,400
attributable to performance in fiscal 2001 and $42,559 attributable to
performance in fiscal 2000. The average bonus earned under the Annual Bonus Plan
in fiscal 2001 by the four highest paid executive officers at year-end (other
than Mr. Rusch) was 36.7% of their base salaries compared to 39.0% in fiscal
2000.

         LONG-TERM AWARD PLAN:  2001-2003 PLAN PERIOD

         In fiscal 2001, the Board of Directors of the Company reviewed and
approved the terms of the First Federal Capital Corp Long-Term Performance Award
Plan (2001-2003) (the "Long-Term Award Plan") which provides for the grant of
stock options and awards of restricted stock. The purpose of the Long-Term Award
Plan is to strengthen the link between executive compensation and long-term
organization performance. In determining appropriate stock option grants and
stock awards, the Stock Option Committee considers the executives' contribution
toward institutional performance and the executives' expected contribution
toward meeting the organization's long-term strategic goals as well as industry
practice. Any value received by the executive from an option grant and any
increase in the value of a stock award is a function of any increase in the
price of the Common Stock. As a result, the value of the long-term compensation
is directly aligned with increased stockholder value. The total of targeted or
projected values of long-term awards at the date of the grant is set considering
observed market practices for similar institutions in the financial industry.

         Pursuant to the Long-Term Award Plan, the Company's financial
performance is measured by comparing the Company's average ROE over a three-year
performance period to the average ROE of all publicly traded thrifts (as defined
by the SNL Securities database of publicly traded thrifts) over the same period.
Executive officers are granted stock options and awarded restricted stock based
upon the Company achieving threshold, target and maximum ROE performance at the
50th percentile, 75th percentile and 90th percentile, respectively, of all
publicly traded thrifts. Individual award targets vary by executive group (CEO,
Executive Vice Presidents and Senior Vice Presidents) and are established as a
percentage of base salary. Department Managers also are eligible to participate
and may be awarded stock options and restricted stock at the discretion of the
Stock Option Committee.

         Under the Long-Term Award Plan, stock options are granted at the
beginning of the performance period, with no additional awards or award
adjustment made during the performance cycle or at the end of the performance
period. The options vest at the rate of 33% over a three-year period from the
date of grant. The exercise price of the options is established at the fair
market value of the Company's Common Stock on the date of grant. Restricted
stock is awarded on an annual basis at the end of each "annual performance
period" within the three-year plan period after the Company's annual ROE
performance is assessed relative to the peer group annual ROE. The number of
restricted shares granted annually will depend upon the Company's performance
relative to the thrift peer group, with participants eligible to receive a
number of shares depending upon the Company's performance relative to the
threshold, target or maximum levels noted above. Restricted stock grants will
vest 50% each year commencing on the first anniversary of the award date. The
Stock Option Committee may elect to not award restricted stock in any year if
the Company's average one-year ROE is below a "risk-free rate of return" defined
to be 110% of the average three-year treasury bill over the performance period.


                                       23

<PAGE>

         In fiscal 2001, pursuant to the Long-Term Award Plan (2001-2003),
options to acquire 215,550 shares of Common Stock were granted to executive
officers of the Company (including the CEO). No shares of restricted stock were
granted in fiscal 2001 under the Long-Term Award Plan for the 2001-2003 plan
period. Shares of restricted stock will be granted to executive officers in
April 2002 under the 2001-2003 plan, based upon the Company's ROE for fiscal
2001 relative to the thrift peer group.

         LONG-TERM AWARD PLAN:  1998 - 2000 PLAN PERIOD

         In fiscal 1998, pursuant to the Long-Term Performance Award Plan
(1998-2000), options to acquire 204,000 shares of Common Stock (adjusted for the
June 1998 2-for-1 stock split) were granted to executive officers of the Company
(including the CEO and Chairman of the Board), and 68,000 shares of restricted
stock (adjusted for the June 1998 2-for-1 stock split) were contingently awarded
to such executive officers, subject to the Company achieving ROE during the
1998-2000 plan period that equals or exceeds the 75th percentile of the
Company's publicly traded thrifts peer group.

         For the 1998-2000 plan period, relative to the peer group of publicly
traded thrifts, the Company achieved an average ROE percentile ranking of
94.33%, exceeding the 75th percentile. Therefore, in fiscal 2001, additional
restricted stock awards for 68,000 shares of Common Stock were made to executive
officers of the Company (other than the CEO) as final payment under the
Company's long-term performance award plan for the 1998-2000 plan period. With
the exception of the grants to Mr. Schini, all restricted stock awards for the
1998-2000 plan period are subject to a two-year vesting period with 50% of the
award vesting on January 1 of each year in 2002 and 2003. Of the 51,200 shares
of restricted stock awarded to Mr. Schini for the 1998-2000 period (25,600
shares awarded in fiscal 1998 and 25,600 shares awarded in fiscal 2001), 25,600
shares vested 100% on April 24, 2001 and 25,600 vested 100% on January 1, 2002.
The modifications to Mr. Schini's vesting schedule were approved by the Board of
Directors due to his proposed retirement in June 2002 (which would result in his
unvested restricted stock grants becoming 100% vested as of the effective date
of his retirement). If all of Mr. Schini's unvested restricted stock award
vested in 2002, the Company may have exceeded established IRS limits on
deductibility of compensation for that year (depending upon the value of the
restricted stock as of the date of his retirement) and in such event, the
Company would lose the corresponding compensation deduction for 2002. Therefore,
the Board approved the foregoing modification to Mr. Schini's vesting schedule
to avoid the problem of lost compensation deductions.

         Shares of restricted stock and stock options granted pursuant to the
Company's Long-Term Award Plans are made from shares of Common Stock reserved
for issuance under the First Federal Capital Corp. 1992 Stock Incentive Plan,
the Rock Financial Corp. 1992 Stock Option and Incentive Plan (which was assumed
by the Company in connection with the Rock Merger) and the First Federal Capital
Corp. 1997 Stock Option and Incentive Plan (collectively, the "Stock Option and
Incentive Plans"). Under the Stock Option and Incentive Plans, the Stock Option
Committee also may authorize discretionary awards irrespective of whether the
performance criteria set forth in the Long-Term Award Plan are met and may
authorize discretionary awards for such other incentive/reward purposes as it
may deem advisable from time to time.

PRESIDENT AND CEO COMPENSATION

         Mr. Jack C. Rusch was elected by the Board of Directors of the Company
and the Bank to serve as President and Chief Operating Officer effective August
1, 2000 and as Chief Executive Officer effective January 1, 2001. Mr. Rusch's
cash compensation (salary and bonus) for fiscal 2001 consisted of competitively
determined base salary as well as the payment of cash incentive bonus based upon
the Company's fiscal 2001 financial performance. Mr. Rusch's base salary was
increased from $275,000 (from August through December 31, 2000) to $300,000 in
January 2001, and was increased to $315,000 in August 2001. The base salary
adjustments reflected the Committee's recommendation to pay him a base salary
that was representative of comparable financial institutions of similar asset
size and performance. The adjustment in base salary also was made due to Mr.
Rusch assuming the role of both President and CEO on January 1, 2001.

         During fiscal 2001, cash incentive bonus of $142,750 was paid to Mr.
Rusch. This payment represented his fiscal 2001 bonus ($135,400) as well as the
balance of his fiscal 2000 bonus ($7,350) under the Company's Annual Bonus Plan.
As noted above, the 2000 cash bonus component of the payment reflected the
Company's financial performance relative to its peer group which data was at the
71st percentile for ROA (1.09%) and 95th percentile for ROE (17.01%). The
Company is projected to achieve financial performance objectives for fiscal 2001
that exceed


                                       24

<PAGE>

the 65th percentile for ROA and the 80th percentile for ROE relative to the
Annual Bonus Plan peer group. Incentive cash compensation paid to Mr. Rusch in
2001 was 46% of base compensation compared to 42.0% of base compensation in
2000.

         In fiscal 2001, Mr. Rusch also was awarded 10,400 shares of Common
Stock as final payment under the Company's long-term performance award plan for
the 1998-2000 plan period. As noted above, relative to a peer group of publicly
traded thrift institutions, the Company achieved an average ROE percentile
ranking of 94.33% for the 1998-2000 plan period, exceeding the target 75th
percentile performance. The award is subject to a two-year vesting period with
50% of the award vesting on January 1 of each year in 2002 and 2003.

         During fiscal 2001, Mr. Rusch was granted options to purchase 67,500
shares of Common Stock pursuant to the Company's Long-Term Award Plan
(2001-2003). The options vest at the rate of 33 1/3%% over a three-year period
from the date of grant.


                                               MARCH 2002

                                               COMPENSATION COMMITTEE

                                               MARJORIE A. DAVENPORT

                                               RICHARD T. LOMMEN

                                               PATRICK J. LUBY


                             AUDIT COMMITTEE REPORT

         The Audit Committee Report will not be deemed incorporated by reference
by any general statement into any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the
extent we specifically incorporate such information by reference, and will not
otherwise be deemed filed under the Securities Act or the Securities Exchange
Act.

AUDIT COMMITTEE COMPOSITION AND FUNCTION

         The members of the Audit Committee are appointed by the Chairman of the
Board and are approved by the board of directors. At December 31, 2001, the
Audit Committee was composed of four independent directors of the Company,
Messrs. John F. Leinfelder (Chairman), Dale A. Nordeen, Phillip J. Quillin and
Edwin J. Zagzebski. Mr. Henry C. Funk was a member of the Audit Committee until
April 2001 when he retired from the board. Each of the current members of the
Audit Committee is "independent" as defined by The Nasdaq Stock Market, Inc.
("Nasdaq") listing standards. These listing standards include qualitative and
quantitative requirements regarding the independence and qualifications of Audit
Committee members and the size of the Audit Committee.

         The Audit Committee acts pursuant to a written charter adopted and
approved by the board of directors on February 20, 2001. The Audit Committee is
responsible for assisting the board in its oversight responsibilities regarding
our auditing, accounting and financial reporting process. Consistent with this
function, the Audit Committee encourages continuous improvement of, and
adherence to, our policies, procedures and practices at all levels related to
the financial control and reporting process. The Audit Committee's primary
duties and responsibilities are outlined in the charter.

         Our management team is responsible for our financial reporting process
including our system of internal control, and for the preparation of
consolidated financial statements in accordance with generally accepted
accounting principles. Our independent auditors, Ernst & Young, are responsible
for auditing our financial statements and expressing an opinion as to their
conformity with generally accepted accounting principles. It is not the Audit
Committee's duty or responsibility to conduct auditing or accounting reviews or
procedures. The members of the Audit Committee are not employees of the Company
or the Bank, and are not professionally engaged in the practice of auditing or
accounting and are not experts in the fields of accounting or auditing,



                                       25

<PAGE>

including the area of auditor independence. Therefore, the Audit Committee has
relied, without independent verification, on management's representation that
the financial statements have been prepared with integrity and objectivity and
in conformity with accounting principles generally accepted in the United States
of America and on the representations of Ernst & Young included in their report
on our financial statements. The Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles or appropriate internal controls
and procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions with management and Ernst & Young do not assure
that our financial statements are presented in accordance with generally
accepted accounting principles, that the audit of our financial statements has
been carried out in accordance with generally accepted auditing standards or
that Ernst & Young is in fact "independent."

AUDIT COMMITTEE ACTIONS IN FISCAL 2001

         In fiscal 2001, in connection with its oversight function, the Audit
Committee met with Ernst & Young. Pursuant to Statement on Auditing Standards
("SAS") No. 90 (Audit Committee Communications), Ernst & Young discussed various
matters relating to our financial results for fiscal 2001 and discussed matters
required to be discussed by SAS No. 61 (Communication with Audit Committees).
Ernst & Young also provided the Audit Committee with the written disclosures
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), disclosing any relationships between Ernst &
Young and us and stating that in its professional judgment Ernst & Young
believes that it is "independent" with respect to us within the meaning of the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended.

         The Audit Committee also has reviewed written confirmations from
management that there were no information technology consulting services
relating to financial information systems design and implementation and internal
audit services ("non-audit services") provided by Ernst & Young in fiscal 2001.
The Audit Committee has considered whether the provision of such non-audit
services by Ernst & Young to us is compatible with maintaining Ernst & Young's
independence and has discussed with them their independence.

         Each year the Audit Committee is responsible for providing the board of
directors with a recommendation as to whether our annual financial statements
should be included in our annual report on Form 10-K filed with the SEC. Based
on the Audit Committee's discussions with our management and Ernst & Young
concerning the fiscal 2001 audit, the financial statements and related review
process and other matters deemed relevant and appropriate by the Audit
Committee, and subject to the limitations on the role and responsibilities of
the Audit Committee referred to above and in the charter, the Audit Committee
met in February 2002 to issue this Audit Committee Report and recommended to the
board that fiscal 2001 financial statements be included in the 2001 annual
report on Form 10-K filed with the SEC.

                                                  FEBRUARY 2002

                                                  AUDIT COMMITTEE

                                                  JOHN F. LEINFELDER

                                                  DALE A. NORDEEN

                                                  PHILLIP J. QUILLIN

                                                  EDWIN J. ZAGZEBSKI


                                       26

<PAGE>


                             STOCK PERFORMANCE GRAPH

         The following graph compares the yearly cumulative total return on our
common stock over a five-year measurement period with (i) the yearly cumulative
total return on the stocks included in the Nasdaq Stock Market Index (for United
States companies), and (ii) the yearly cumulative total return on the stocks
included in the Nasdaq Bank Stock Index. The cumulative returns set forth in
each graph assume the reinvestment of dividends into additional shares of the
same class of equity securities at the frequency with which dividends were paid
on such securities during the applicable comparison period.

                COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
                           FIRST FEDERAL CAPITAL CORP
                                  [LINE GRAPH]

<TABLE>
<CAPTION>
                                     12/31/96      12/31/97      12/31/98      12/31/99       12/31/00     12/31/01
                                     --------      --------      --------      --------       --------     --------
<S>                                  <C>           <C>           <C>           <C>            <C>          <C>
Company common stock...........       $100.00       $219.53       $215.96       $197.36        $203.18       $227.23
Nasdaq Composite Index.........        100.00        122.15        171.24        318.72         193.85        153.53
Nasdaq Bank Stocks.............        100.00        166.60        149.51        140.84         165.76        186.78
</TABLE>


Notes to the Stock Performance Graph:

1)       The lines in the graph represent monthly index levels derived from
         compounded daily returns that include dividends.

2)       The indexes are reweighted daily using the market capitalization on the
         previous trading day.

3)       In the monthly interval, based on the fiscal year end, is not a trading
         day, the preceding day is used.

4)       The Index level for all series was set to $100 on December 31, 1996.



                                       27

<PAGE>

               INDEBTEDNESS OF MANAGEMENT AND CERTAIN TRANSACTIONS

         Prior to the enactment of the Financial Institutions Reform, Recovery,
and Enforcement Act of 1989, as amended, First Federal Savings Bank of La Crosse
and First Federal Savings Bank of Madison, F.S.B. followed the policy of making
loans to their directors, officers and employees at preferred interest rates and
fees. In accordance with current federal law, all loans to officers and
directors are now made on the same terms, including interest rates, loan fees,
and collateral as those prevailing at the time for comparable transactions with
the general public and do not involve more than the normal risk of repayment or
present other unfavorable features. During 2001, no director or executive
officer had loans outstanding at preferred interest rates from us that
aggregated $60,000 or more.

         We intend that all transactions in the future between us and our
executive officers, directors, holders of 10% or more of the outstanding shares
of common stock and affiliates thereof, will contain terms no less favorable to
us than could have been obtained by us in arms' length negotiations with
unaffiliated persons and will be approved by a majority of outside directors not
having any interest in the transaction.


            SHAREHOLDER PROPOSALS FOR THE FISCAL 2003 ANNUAL MEETING

DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR INCLUSION IN FISCAL 2003
PROXY MATERIALS

         To be considered for inclusion in the proxy statement relating to the
annual meeting to be held in April 2003, shareholder proposals must be received
at our principal executive offices at 605 State Street, La Crosse, Wisconsin
54601, Attention: Bradford R. Price, Executive Vice President and Secretary, no
later than November 15, 2002. If such proposal is in compliance with all of the
requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, it will be included in the proxy statement and set forth on the
appointment form of proxy issued for the 2003 annual meeting. It is urged that
any such proposals be sent certified mail, return receipt requested. Nothing in
this section shall be deemed to require us to include in our proxy statement and
proxy relating to the 2003 annual meeting any shareholder proposal which does
not meet all of the requirements for inclusion established by the SEC in effect
at the time such proposal is received.

ADVANCE NOTICE REQUIREMENT FOR ANY PROPOSAL OR NOMINATION TO BE RAISED BY A
SHAREHOLDER

         Shareholder proposals that are not submitted for inclusion in our proxy
materials pursuant to Rule 14a-8 under the Securities Exchange Act may be
brought before an annual meeting pursuant to Section 2.17 of our bylaws, which
provides that business at an annual meeting of shareholders must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the board of directors, (b) otherwise properly brought before
the meeting by or at the direction of the board, or (c) otherwise properly
brought before the meeting by a shareholder. For business to be properly brought
before an annual meeting by a shareholder, the shareholder must have given
timely notice thereof in writing to our Secretary. To be timely, a shareholder's
notice must be delivered to or mailed and received at our principal executive
offices not less than 60 days prior to the anniversary date of the mailing of
our proxy materials for the immediately preceding annual meeting. A
shareholder's notice must set forth as to each matter the shareholder proposes
to bring before an annual meeting (a) a brief description of the business
desired to be brought before the annual meeting, (b) the name and address, as
they appear on our books, of the shareholder proposing such business, (c) the
class and number of shares of common stock that are beneficially owned by the
shareholder, and (d) any material interest of the shareholder in such business.




                                       28

<PAGE>

DISCRETIONARY VOTING OF 2003 PROXIES

         Pursuant to Rule 14a-4(c) under the Securities Exchange Act and Section
2.17 of our bylaws, if a shareholder fails to notify us of such proposal by
January 14, 2003, then the management proxies named in the form of proxy
distributed in connection with our proxy statement may use their discretionary
voting authority to address the proposal submitted by the shareholder, without
discussion of the proposal in the proxy statement.


                                  OTHER MATTERS

         Management is not aware of any business to come before the annual
meeting other than the matters described above in this proxy statement. However,
if any other matters should properly come before the annual meeting or any
adjournments or postponements thereof, it is intended that the proxies solicited
hereby will be voted with respect to those other matters in accordance with the
judgment of the persons voting the proxies.

                                         BY ORDER OF THE BOARD OF DIRECTORS


                                         /s/ Bradford R. Price

La Crosse, Wisconsin                     Bradford R. Price
March 15, 2002                           Executive Vice President and Secretary




                                       29
<PAGE>
                          [FIRST FEDERAL CAPITAL CORP
                  A FEDERAL SAVINGS BANK HOLDING COMPANY LOGO]



FIRST FEDERAL CAPITAL CORP                                       REVOCABLE PROXY

     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FIRST
FEDERAL CAPITAL CORP FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
APRIL 17, 2002, AND AT ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

     The undersigned hereby appoints Bradford R. Price and Michael W. Dosland as
proxies, each with power to appoint his substitute, and hereby authorizes each
of them to represent and to vote, as designated on the reverse side, all the
shares of common stock of First Federal Capital Corp held of record by the
undersigned on March 1, 2002 at the annual meeting of shareholders to be held at
the Radisson Hotel, 200 Harborview Plaza, La Crosse, Wisconsin, on Wednesday,
April 17, 2002, at 10:30 a.m., local time, or any adjournments or postponements
thereof.

     SHARES OF FIRST FEDERAL CAPITAL CORP'S COMMON STOCK WILL BE VOTED AS
SPECIFIED. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF THE BOARD OF DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR THE PROPOSALS
SPECIFIED IN ITEMS 2 AND 3 AND OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU
MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL
MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.









          (Continued, and to be signed and dated, on the reverse side)

<PAGE>
                                                        ------------------------
                                                        | COMPANY #            |
                                                        | CONTROL #            |
                                                        ------------------------

THERE ARE TWO WAYS TO VOTE YOUR PROXY:

VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE

-    Your telephone vote authorizes the named proxies to vote your shares in the
     same manner as if you marked, signed and returned your proxy card.
-    Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
     week, until 11:00 a.m., Central Time, on April 16, 2002.
-    You will be prompted to enter your 3-digit Company Number and your 7-digit
     Control Number, which are located above.
-    Follow the simple instructions given over the telephone.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to First Federal Capital Corp, c/o Shareowner
Services(SM), P.O. Box 64873, St. Paul, MN 55164-0873.











            IF YOU VOTE BY PHONE, PLEASE DO NOT MAIL YOUR PROXY CARD.

           PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
                          USING THE ENCLOSED ENVELOPE.
                            \/ Please detach here \/
<TABLE>
<S><C>
1. ELECTION OF DIRECTORS
   NOMINEES FOR THREE-YEAR TERM EXPIRING IN 2005:              [ ] FOR all nominees listed       [ ] WITHHOLD AUTHORITY
   01 John F. Leinfelder          03 Thomas W. Schini              (except as marked to              to vote for all nominees
   02 David C. Mebane             04 Edwin J. Zagzebski            the contrary)                     listed

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE,      ------------------------------------------------
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)     |                                              |
                                                                             ------------------------------------------------

2. PROPOSAL TO RATIFY the appointment of Ernst & Young LLP as First Federal
   Capital Corp's independent auditors for the year ending December 31, 2002.   [ ] For         [ ] Against      [ ] Abstain

3. PROPOSAL TO APPROVE the First Federal Capital Corp 2002 Directors' Stock
   Option Plan.                                                                 [ ] For         [ ] Against      [ ] Abstain

4. In their discretion, the proxies are authorized to vote upon such other
   business as may properly come before the meeting or any adjournments or
   postponements thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.

Address Change? Mark Box [ ]   Indicate changes below:                       Date ____________________________________, 2002


                                                                             -----------------------------------------------
                                                                             |                                             |
                                                                             |                                             |
                                                                             -----------------------------------------------

                                                                             Signature(s) in Box
                                                                             Please sign this exactly as your name(s) appear(s)
                                                                             on this proxy. When signing in a representative
                                                                             capacity, please give title. When shares are held
                                                                             jointly, only one holder need sign.
</TABLE>

<PAGE>

                          [FIRST FEDERAL CAPITAL CORP
                  A FEDERAL SAVINGS BANK HOLDING COMPANY LOGO]


FIRST FEDERAL CAPITAL CORP
ANNUAL MEETING OF STOCKHOLDERS                                   REVOCABLE PROXY

     The undersigned hereby instructs US Bank Institutional Trust & Custody, the
trustee of the trust created pursuant to the Savings Investment Plan of First
Federal Savings Bank La Crosse-Madison and the Employee Stock Ownership Plan of
First Federal Capital Corp, to vote the shares of common stock of First Federal
Capital Corp that were allocated to my account as of March 1, 2002 under the
Savings Investment Plan and/or Employee Stock Option Plan upon the following
proposals to be presented at the annual meeting of shareholders on April 17,
2002, at 10:30 a.m., local time, or any adjournments or postponements thereof.

     FIRST FEDERAL CAPITAL CORP'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH
OF THE NOMINEES FOR DIRECTOR AND FOR THE PROPOSALS SPECIFIED IN ITEMS 2 AND 3.
SUCH VOTES ARE HEREBY SOLICITED BY THE BOARD OF DIRECTORS.















          (Continued, and to be signed and dated, on the reverse side)

<PAGE>
                                                        ------------------------
                                                        | COMPANY #            |
                                                        | CONTROL #            |
                                                        ------------------------

THERE ARE TWO WAYS TO VOTE YOUR PROXY:

VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE

-    Your telephone vote authorizes the named proxies to vote your shares in the
     same manner as if you marked, signed and returned your proxy card.
-    Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
     week, until 11:00 a.m., Central Time, on April 16, 2002.
-    You will be prompted to enter your 3-digit Company Number and your 7-digit
     Control Number, which are located above.
-    Follow the simple instructions given over the telephone.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to First Federal Capital Corp, c/o Shareowner
Services(SM), P.O. Box 64873, St. Paul, MN 55164-0873.











            IF YOU VOTE BY PHONE, PLEASE DO NOT MAIL YOUR PROXY CARD.

           PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
                          USING THE ENCLOSED ENVELOPE.
                            \/ Please detach here \/
<TABLE>
<S><C>
1. ELECTION OF DIRECTORS
   NOMINEES FOR THREE-YEAR TERM EXPIRING IN 2005:              [ ] FOR all nominees listed       [ ] WITHHOLD AUTHORITY
   01 John F. Leinfelder          03 Thomas W. Schini              (except as marked to              to vote for all nominees
   02 David C. Mebane             04 Edwin J. Zagzebski            the contrary)                     listed

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE,      ------------------------------------------------
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)     |                                              |
                                                                             ------------------------------------------------

2. PROPOSAL TO RATIFY the appointment of Ernst & Young LLP as First Federal
   Capital Corp's independent auditors for the year ending December 31, 2002.   [ ] For         [ ] Against      [ ] Abstain

3. PROPOSAL TO APPROVE the First Federal Capital Corp 2002 Directors' Stock
   Option Plan.                                                                 [ ] For         [ ] Against      [ ] Abstain

4. In their discretion, the proxies are authorized to vote upon such other
   business as may properly come before the meeting or any adjournments or
   postponements thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.

Address Change? Mark Box [ ]   Indicate changes below:                       Date ____________________________________, 2002


                                                                             -----------------------------------------------
                                                                             |                                             |
                                                                             |                                             |
                                                                             -----------------------------------------------

                                                                             Signature(s) in Box
                                                                             Please sign this exactly as your name(s) appear(s)
                                                                             on this proxy. When signing in a representative
                                                                             capacity, please give title. When shares are held
                                                                             jointly, only one holder need sign.
</TABLE>