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                           FIRST FEDERAL CAPITAL CORP.

                        1992 DIRECTORS' STOCK OPTION PLAN

                       (AS AMENDED ON OCTOBER 22, 1996 AND
                          AS AMENDED ON MARCH 28, 2000)


                                    ARTICLE I

                            ESTABLISHMENT OF THE PLAN

         First Federal Capital Corp. (the "Company") hereby establishes this
1992 Directors' Stock Option Plan (the "Plan") upon the terms and conditions
hereinafter stated.

                                   ARTICLE II

                               PURPOSE OF THE PLAN

         The purpose of this Plan is to improve the growth and profitability of
the Company by attracting and retaining qualified non-employee directors to the
Company and its principal banking subsidiary and providing such directors with a
proprietary interest in the Company through non-discretionary and discretionary
grants of non-qualified stock options (an "Option" or "Options").

                                   ARTICLE III

                           ADMINISTRATION OF THE PLAN

         3.01 ADMINISTRATION. This Plan shall be administered by the entire
Board of Directors of the Company (the "Board"). The Board shall have the power,
subject to and within the limits of the express provisions of this Plan, to
exercise such powers and to perform such acts as are deemed necessary or
expedient to promote the best interests of the Company with respect to this
Plan.

         3.02 COMPLIANCE WITH LAW AND REGULATIONS. All Options granted hereunder
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency as may be required.
The Company shall not be required to issue or deliver any certificates for
shares of Common Stock prior to the completion of any registration or
qualification of or obtaining of consents or approvals with respect to such
shares under any federal or state law or any rule or regulation of any
government body, which the Company shall, in its sole discretion, determine to
be necessary or advisable. Moreover, no Option may be exercised if such exercise
or issuance would be contrary to applicable laws and regulations.

         3.03 RESTRICTIONS ON TRANSFER. The Company may place a legend upon any
certificate representing shares acquired pursuant to an Option granted hereunder
noting that the transfer of such shares may be restricted by applicable laws and
regulations.


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                                   ARTICLE IV

                                   ELIGIBILITY

         Options shall be granted pursuant to the terms hereof to each director
of the Company or First Federal Savings Bank La Crosse-Madison (the "Bank") who
is not an employee of the Company or any subsidiary of the Company and who has
never been such an employee ("non-employee director"). None of honorary
directors, advisory directors or directors emeritus of the Company or the Bank
shall be entitled to receive Options hereunder.

                                    ARTICLE V

                        COMMON STOCK COVERED BY THE PLAN

         5.01 OPTION SHARES. The aggregate number of shares of common stock of
the Company, par value $.10 per share ("Common Stock"), which may be issued
pursuant to this Plan, subject to adjustment as provided in Article VIII, shall
be 38,521, which is equal to 2% of the amount of issued and outstanding Common
Stock on the Effective Date. None of such shares shall be the subject of more
than one Option at any time, but if an Option as to any shares is surrendered
before exercise or expires or terminates for any reason without having been
exercised in full, or for any other reason ceases to be exercisable, the number
of shares covered thereby shall again become available for grant under the Plan
as if no Options had been previously granted with respect to such shares.

         5.02 SOURCE OF SHARES. The shares of Common Stock issued under this
Plan may be authorized but unissued shares, treasury shares or shares purchased
by the Company on the open market or from private sources for use under the
Plan.

                                   ARTICLE VI

                                  OPTION GRANTS

         6.01 GRANTS. Each non-employee director of the Company and each
non-employee director of the Bank who also is not a director of the Company who
is elected or reelected to the Board of Directors of the Company and the Bank,
respectively, shall receive an Option to purchase 8,800 shares of Common Stock
as of the date of such election or reelection. The Board also shall have the
authority to make discretionary Option grants hereunder.

         6.02 ALLOCATION OF GRANTS. If, on any date on which Options are to be
granted pursuant to this Plan, the number of shares of Common Stock remaining
available under this Plan (after taking into account both shares theretofore
sold or issued and shares subject to issuance upon exercise of outstanding
Options) is insufficient for the grant of Options to purchase the entire number
of shares specified above, then Options to purchase a proportionate amount of
such available number of shares (rounded down to the greatest number of whole
shares) shall be granted to each non-employee director entitled to receive an
Option on such date.




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                                   ARTICLE VII

                                  OPTION TERMS

         Each Option granted hereunder shall be on the following terms and
conditions:

         7.01 OPTION AGREEMENT. The proper Officers of the Company and each
optionee shall execute An Option Agreement which shall set forth the total
number of shares of Common Stock to which it pertains, the exercise price, and
such other terms, conditions, and provisions as are appropriate, provided that
they are not inconsistent with the terms, conditions and provisions of this
Plan. Each optionee shall receive a copy of his executed Option Agreement.

         7.02 OPTION EXERCISE PRICE. The per share exercise price at which the
shares of Common Stock may be purchased upon exercise of an Option granted
pursuant to Section 6.01 hereof shall be equal to the greater of (i) the par
value of a share of Common Stock and (ii) the Fair Market Value of a share of
Common Stock as of the date of grant. For purposes of this Plan, the Fair Market
Value of a share of Common Stock shall be the closing sale price of a share of
Common Stock on the date in question (or, if such day is not a trading day in
the U.S. markets, on the nearest preceding trading day), as reported with
respect to the principal market (or the composite of the markets, if more than
one) in which such shares are then traded, or if no such closing prices are
reported, the mean between the high bid and low asked prices that day on the
principal market or national quotation system then in use, or if no such
quotations are available, the price furnished by a professional securities
dealer making a market in such shares selected by the Board.

         7.03 VESTING AND EXERCISE OF OPTIONS. Subject to the approval of
stockholders of the Company pursuant to the terms of Article XII hereof, with
respect to non-discretionary Option grants made prior to the October 1996
amendments to the Plan, such Options shall be vested and exercisable six months
after the date of grant. Subsequent non-discretionary Option grants made
pursuant to Article VI, Section 6.01 shall be immediately vested and exercisable
on the date of grant. Subsequent discretionary Option grants made pursuant to
Article VI, Section 6.01 shall be vested and exercisable as determined by the
Board.

         7.04  DURATION OF OPTIONS.

                  (a) Each Option or portion thereof shall be exercisable at any
time on or after the date of grant until the earlier of (i) ten (10) years after
the date of grant or (ii) the third annual anniversary of the date on which the
optionee ceases to be a non-employee director.

                  (b) Exception for Termination Due to Death. If an optionee
dies while serving as a non-employee director or within the three (3) years
following the date on which the optionee ceases to be a non-employee director
without having fully exercised this Options, the Optionee's executors,
administrators, legatees or distributees of his estate shall have the right,
during the twelve-month period following his death, to exercise such Options,
provided that no Option shall be exercisable more than ten (10) years from the
date it was granted.



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                  (c) Options to a non-employee director who is removed for
cause pursuant to the Company's or the Bank's respective Articles of
Incorporation/Charter and Bylaws shall terminate as of the effective date of
such removal.

         7.05  LIMITED TRANSFERABILITY.

         Each Option granted hereunder may be exercised only during the
optionee's lifetime by the optionee or the optionee's guardian or legal
representative or by a permissible transferee. Options shall be transferable by
optionees pursuant to the laws of descent and distribution upon an optionee's
death, and during an optionee's lifetime, options shall be transferable by
optionees to members of their immediate family, trusts for the benefit of
members of their immediate family and charitable instructions ("permissible
transferees"), to the extent permitted under Section 16 of the Securities
Exchange Act of 1934, as amended ("Exchange Act") and subject to federal and
state securities laws. The term "immediate family" shall mean any child,
step-child, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, and shall include adoptive relationships.

         7.06 MANNER OF EXERCISE. Options may be exercised in part or in whole
and at one time or from time to time. The procedures for exercise shall be set
forth in the written Option Agreement provided for in Section 7.01.

         7.07 PAYMENT FOR SHARES. Payment in full of the purchase price for
shares of Common Stock purchased pursuant to the exercise of an Option shall be
made to the Company upon exercise of the Option. Payment for shares may be made
by the Optionee in cash or by delivering shares of Common Stock (including
shares acquired pursuant to the exercise of an Option) equal in Fair Market
Value to the purchase price of the shares to be acquired pursuant to the Option,
or any combination of the foregoing. The Optionee may make deemed or
constructive transfers of shares in lieu of actual transfer and physical
delivery of shares.

         7.08 VOTING AND DIVIDEND RIGHTS. No optionee shall have any voting or
dividend rights or other rights of a stockholder in respect of any shares of
Common Stock covered by an Option prior to the time that his name is recorded on
the Company's stockholder ledger as the holder of record of such shares acquired
pursuant to an exercise of an Option.

                                  ARTICLE VIII

                         ADJUSTMENT FOR CAPITAL CHANGES

         The aggregate number of shares of Common Stock available for issuance
under this Plan, the number of shares to which any Option relates and the
exercise price per share of Common Stock under any Option shall be
proportionately adjusted for any increase or decrease in the total number of
outstanding shares of Common Stock issued subsequent to the effective date of
this Plan resulting from a 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
the Company. Outstanding Options that have not been exercised shall be subject
to the proportional adjustment described above, however, such proportional
adjustment shall have no effect on the initial amount of a grant pursuant to
Section 6.01. If, upon a merger, consolidation, reorganization, liquidation,
recapitalization or the like of



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the Company, the shares of the Company's Common Stock shall be exchanged for
other securities of the Company or of another corporation, each recipient of an
Option shall be entitled, subject to the conditions herein stated, to purchase
or acquire such number of shares of Common Stock or amount of other securities
of the Company or such other corporation as were exchangeable for the number of
shares of Common Stock of the Company which such optionees would have been
entitled to purchase or acquire except for such action, and appropriate
adjustments shall be made to the per share exercise price of outstanding
Options.

                                   ARTICLE IX

                      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may, by resolution, at any time terminate, amend or revise
the Plan with respect to any shares of Common Stock as to which Options have not
been granted, and the Board may determine that stockholder approval for any
amendment to this Plan may be advisable for any reason, such as 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 Board may not, without the consent of the holder of an Option,
alter or impair any Option previously granted under this Plan as specifically
authorized herein. In addition, the provisions of this Plan may not be amended
more than once every six months, other than to comport with changes in the
Internal Revenue Code, ERISA or the rules thereunder.

                                    ARTICLE X

                        RIGHTS TO CONTINUE AS A DIRECTOR

         Neither the Plan nor the grant of any Options hereunder nor any action
taken by the Board in connection with the Plan shall create any right on the
part of any non-employee director of the Company or the Bank to continue as
such.

                                   ARTICLE XI

                                   WITHHOLDING

         The Company may withhold from any cash payment or Common Stock
distribution made under this Plan sufficient amounts to cover any applicable
withholding and employment taxes.

                                   ARTICLE XII

                          EFFECTIVE DATE OF PLAN; TERM

         12.01 EFFECTIVE DATE OF THE PLAN. This Plan shall become effective on
January 25, 1992, the date on which this Plan was adopted by the Board of
Directors of the Company ("Effective Date"), and Option may be granted hereunder
on or after the Effective Date and prior to termination of the Plan, provided
that no shares of Common Stock may be issued pursuant to this Plan unless this
Plan is approved by a vote of the holders of a majority of the outstanding
voting shares of the Company at a meeting of stockholders of the Company held
within twelve (12) months following the Effective Date.



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         12.02 TERM OF PLAN. Unless sooner terminated, this Plan shall remain in
effect for a period of ten (10) years ending on the tenth anniversary of the
Effective Date. Termination of the Plan shall not effect any Options previously
granted and such Options shall remain valid and in effect until they have been
fully exercised or earned, are surrendered or by their terms expire or are
forfeited.

                                  ARTICLE XIII

                                  MISCELLANEOUS

         13.01 GOVERNING LAW. To the extent not governed by federal law, this
Plan shall be construed under the laws of the State of Wisconsin.

         13.02 PRONOUNS. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun, and the singular shall include the plural.




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