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                                                                EXHIBIT 10.8.a.2


                           FIRST FEDERAL CAPITAL CORP.

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT is effective as of January 1, 2001 between
First Federal Capital Corp., its successors and assigns (hereinafter referred to
as the "Company"), having its principal offices located at 605 State Street, La
Crosse, Wisconsin 54602, and Jack C. Rusch (the "Executive").

                                    RECITALS

         WHEREAS, Executive is a key employee, whose extensive background,
knowledge and experience in the financial services industry has substantially
benefited both First Federal Savings Bank La Crosse-Madison, F.S.B. (the "Bank")
and the Company and who has been employed by the Company in positions including
President, Executive Vice President, Chief Financial Officer, Treasurer, and
Finance and Administrative Division Manager; and

         WHEREAS, over the course of such employment Executive has acquired an
intimate knowledge of the business and affairs of the Company and Bank,
including their policies, markets and financial and human resources; and

         WHEREAS, the Board of Directors of the Company (the "Board") recognizes
Executive's contribution to the growth and success of the Company and desires to
assure the Bank of Executive's continued employment and to increase Executive's
duties and responsibilities by appointing him as President and Chief Executive
Officer of the Company effective as of the date of this Agreement; and

         WHEREAS, the parties are mutually desirous of entering into this
Agreement setting forth the terms and conditions for the employment relationship
between the Company and Executive.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below:

         1. Employment. The Company shall employ Executive, and Executive shall
serve the Company, on the terms and conditions set forth in this Agreement
(which terms and conditions are intended to supercede the agreement of August 1,
2000 as previously in effect between the parties) for the period stated in
paragraph 2 below.

         2. Term of Employment. The period of Executive's employment under this
Agreement shall coincide in all respects, including with respect to termination
of such employment, with his period of employment by the Bank under the
employment agreement entered into between the Bank and Executive and bearing
even date herewith (the "Bank Agreement"). The term of employment as in effect
from time to time hereunder shall be referred to as the "Employment Term".


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         3. Position and Duties. Executive shall serve the Company in the
positions of President and Chief Executive Officer. Executive shall report
directly to the Company's Board of Directors and shall have supervision and
control over, and responsibility for, operation of the Company and shall have
such other powers and duties as may be from time to time prescribed by the
Board, provided that such duties are consistent with his duties and position as
an executive officer of the Company. Executive shall devote substantially all
his working time and efforts to the business and affairs of the Company and the
Bank.

         4. Compensation. As compensation for services provided pursuant to this
Agreement, Executive shall receive from the Company the compensation and
benefits set forth below:

                  (i) Base Salary. During the Employment Term, Executive shall
         receive a base salary payable by the Bank ("Base Salary") in such
         amount as may from time to time be approved by the Board of Directors
         of the Bank; provided, however, that the Company and Executive agree
         that (i) a portion of the amount received by Executive from the Bank
         will be allocable to time and effort of the Executive spent on behalf
         of the Company pursuant to this Agreement, and (ii) that the Company
         may reimburse the Bank in any such amount as may be jointly determined
         by the Boards of Directors of the Company and Bank to reflect such
         allocable portion. No increase in Base Salary paid by the Bank (or the
         amount thereof reimbursed by the Company) or other compensation granted
         by the Company or Bank shall in any way limit or reduce any other
         obligation of the Company under this Agreement. Executive's Base Salary
         and other compensation shall be paid in accordance with the Bank's
         regular payroll practices, as in effect from time to time.

                  (ii) Bonus Payments. In addition to Base Salary, Executive
         shall be entitled, during the Employment Term, to participate in and
         receive payments from all bonus and other incentive compensation plans
         (as currently in effect, as modified from time to time, or as
         subsequently adopted) of the Company; provided, however, that nothing
         contained herein shall grant Executive the right to continue in any
         bonus or other incentive compensation plan following its discontinuance
         by the Board (except to the extent Executive had earned or otherwise
         accumulated vested rights therein prior to such discontinuance).

                   (iii) Other Benefits. During the Employment Term, the Company
         shall provide to Executive all other benefits of employment (or, with
         Executive's consent, equivalent benefits) generally made available to
         other executives of the Company. In addition, Executive shall
         participate in any stock purchase, stock option or stock appreciation
         rights, plans, or any other stock-based programs, made available by the
         Company to its executives.

                  Executive shall be entitled to vacation, sick time, personal
         days and other perquisites in the same manner and to the same extent as
         such benefits are available under the Bank Agreement; provided that
         this Agreement is intended to allow Executive to utilize the
         perquisites provided pursuant to the Bank Agreement and not to create
         additional perquisites hereunder.




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                  Nothing contained herein shall be construed as granting
         Executive the right to continue in any benefit plan or program, or to
         receive any other perquisite of employment provided under this
         paragraph 4(iii) (except to the extent Executive had previously earned
         or accumulated vested rights therein) following termination or
         discontinuance of such plan, program or perquisite by the Board.

         5. Termination. This Agreement shall terminate upon the effective date
of termination of the Bank Agreement.

         Upon termination of this Agreement, simultaneous with termination of
the Bank Agreement, Executive shall be entitled to the receipt of
termination/severance benefits from the Bank as determined under all applicable
provisions of the Bank Agreement ("Severance Benefits"). The Bank shall be
primarily responsible for the payment of Severance Benefits; provided, however,
that the Company may reimburse the Bank for a portion of the cost of Executive's
Severance Benefits in any amount jointly determined by the Boards of Directors
of the Company and Bank to correspond to the allocation of Executive's time and
effort between Bank and Company matters during the 12-month period preceding
termination of the Bank Agreement. Notwithstanding the foregoing, if the
application of Section 6 of the Bank Agreement results in Unpaid Severance as
defined therein, the Company shall be responsible for payment to Executive of
the entire amount of Unpaid Severance and shall also pay to Executive an
additional amount (the "Reimbursement Payment") such that the net amount
retained by Executive after deduction of (i) any tax imposed by Section 4999 of
the Internal Revenue Code (the "Excise Tax") and any interest charges or
penalties in respect to imposition of such Excise Tax (but not any federal,
state or local income tax) on the Total Payments (which for purposes of this
Agreement shall mean the Severance Benefits plus any Unpaid Severance, together
with any other payments and/or the value of any benefits provided by the Bank or
Company, including but not limited to any amount or value attributable to the
vesting of stock options upon Executive's termination and to which said Excise
Tax applies by reason of Section 280G of the Code), and (ii) any federal, state
and local income tax and Excise Tax upon the payment pursuant to Section 5(i)
above, so that the total received by Executive after deduction of said Excise
Taxes shall be equal to the Total Payments. For purposes of determining the
amount of Reimbursement Payment, Executive shall be deemed to pay federal income
taxes at the highest marginal rate of federal income taxation in the calendar
year in which the Reimbursement Payment is to be made and state and local income
taxes at the highest marginal rate of taxation in the state and locality of
Executive's domicile for income tax purposes on the date the Reimbursement
Payment is made, net of the maximum reduction of federal income taxes that could
be obtained from deduction of such state and local taxes.

         6.  General Provisions.

                  (i)  Successors; Binding Agreement.

                  (A)      The Company will require any successor (whether
                           direct or indirect, by purchase, merger,
                           consolidation or otherwise) to all or substantially
                           all of the business and/or assets of the Company
                           ("successor organization") to expressly assume and
                           agree to perform this Agreement in the same manner
                           and to the same extent that the Company would have
                           been


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                           required to perform if no such succession had taken
                           place. If such succession is the result of a "change
                           in control" as defined in the Bank Agreement, such
                           assumption shall specifically preserve to Executive,
                           for the greater of twelve (12) months or the then
                           remaining term under the Bank Agreement, all rights
                           and remedies (recognizing them as being available and
                           applicable as the result of the "change in control"
                           effectuating said succession) provided under this
                           Agreement which would arise in connection with a
                           "change in control" or the effect thereof.

                                    As used in this Agreement "Company" shall
                           mean the Company as hereinbefore defined and any
                           successor to its business and/or assets as aforesaid
                           which executes and delivers the agreement provided
                           for in this Section 6 or which otherwise becomes
                           bound by the terms and provisions of this Agreement
                           by operation of this Agreement or law. Failure of the
                           Company to obtain such agreement prior to the
                           effectiveness of any such succession shall be a
                           breach of this Agreement and shall entitle Executive
                           as his exclusive remedy to compensation from the
                           Company in the same amount and on the same terms as
                           he would be entitled to the same pursuant to Section
                           5 of this Agreement. For purposes of implementing the
                           foregoing, the date on which any such succession
                           becomes effective shall be deemed the Termination
                           Date.

                  (B)      No right or interest to or in any payments or
                           benefits under this Agreement shall be assignable or
                           transferable in any respect by the Executive, nor
                           shall any such payment, right or interest be subject
                           to seizure, attachment or creditor's process for
                           payment of any debts, judgments, or obligations of
                           Executive; provided, however, that in the event of
                           Executive's death prior to the receipt of payments or
                           benefits payable hereunder, the Executive's spouse or
                           estate shall be entitled to the receipt thereof.

                  (C)      This Agreement shall be binding upon, inure to the
                           benefit of, and be enforceable by Executive and his
                           heirs, beneficiaries and personal representatives and
                           the Company and any successor organization.

                  (ii) Noncompetition. Executive acknowledges that the
         development of personal contacts and relationships is an essential
         element of the Company's business, that the Company has invested
         considerable time and money in his development of such contacts and
         relationships, that the Company could suffer irreparable harm if he
         were to leave employment and solicit the business of customers of the
         Company or Bank, and that it is reasonable to protect the Company and
         Bank against competitive activities by Executive. Executive covenants
         and agrees, in recognition of the foregoing and in consideration of the
         mutual promises contained herein, that in the event of a voluntary
         termination of employment by Executive pursuant to Section 5(iii) of
         the Bank Agreement, or upon expiration of the Bank Agreement as a
         result of Executive's election not to continue automatic annual
         renewals, Executive shall not accept employment with any Competitor of
         the Bank for a period of eighteen (18) months following such
         termination in any county in which the Bank both (i) has deposits of
         $50,000,000 or more, and (ii) has



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         originated mortgage loans of $100,000,000 or more during any
         consecutive twelve (12) month period within the past twenty-four (24)
         months. For purposes of this Agreement, the term Competitor means any
         financial institution including, but not limited to, any commercial
         bank, savings bank, savings and loan association, credit union, or
         mortgage banking corporation.

                  Executive agrees that the non-competition provisions set forth
         herein are necessary for the protection of the Company and the Bank and
         are reasonably limited as to (i) the scope of activities affected, (ii)
         their duration and geographic scope, and (iii) their effect on
         Executive and the public. In the event Executive violates the
         non-competition provisions set forth herein, the Company shall be
         entitled, in addition to its other legal remedies, to enjoin the
         employment of Executive with any Significant Competitor for the period
         set forth herein. If Executive violates this covenant and the Company
         brings legal action for injunctive or other relief, the Company shall
         not, as a result of the time involved in obtaining such relief, be
         deprived of the benefit of the full period of the restrictive covenant.
         Accordingly, the covenant shall be deemed to have the duration
         specified herein, computed from the date such relief is granted, but
         reduced by any period between commencement of the period and the date
         of the first violation. In addition to such other relief as may be
         awarded, if the Company is the prevailing party it shall be entitled to
         reimbursement for all reasonable costs, including attorneys' fees,
         incurred in enforcing its rights hereunder.

                  (iii) Notice. For purposes of this Agreement, notices and all
         other communications provided for in the Agreement shall be in writing
         and shall be deemed to have been duly given when delivered or mailed by
         the Company, United States registered mail, return receipt requested,
         postage prepaid, addressed as follows:



                  If to the Company:

                           First Federal Capital Corp.
                           605 State Street
                           La Crosse, Wisconsin
                           Attention: Secretary


                  If to the Executive, at the address set forth below the
         Executive's signature line of this Agreement. Either party may furnish
         to the other in writing in accordance herewith, a notice of change of
         address which shall become effective only upon receipt by the other
         party.

                  (iv) Expenses. If any legal proceeding is necessary to enforce
         or interpret the terms of this Agreement or to recover damages for
         breach of it, the prevailing party shall




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         be entitled to recover from the other party reasonable attorneys' fees
         and necessary costs and disbursements incurred in such litigation, in
         addition to any other relief to which such prevailing party is
         entitled.

                   Notwithstanding the foregoing, in the event of a legal
         proceeding to enforce or interpret the terms of this Agreement
         following a change in control, Executive shall be entitled to recover
         from the Bank, regardless of the outcome of said action, necessary
         costs and disbursements incurred together with actual attorney's fees
         up to the greater of (A) $25,000, or (B) thirty percent (30%) of the
         amount in dispute between the parties [which amount, for purposes of
         this Agreement, shall be deemed to be the difference between the
         highest written settlement offer (exclusive of any claim for
         consequential, punitive, or other forms or amounts of damages not based
         on specific contract terms) from Executive]. Recovery by Executive of
         attorney's fees and costs as provided herein following a change in
         control shall be in addition to any other relief to which Executive may
         be entitled.

                  (v) Withholding. The Company shall be entitled to withhold
         from amounts to be paid to Executive under this Agreement any federal,
         state, or local withholding or other taxes of charges which it is from
         time to time required to withhold. The Company shall be entitled to
         rely on an opinion of counsel if any question as to the amount or
         requirement of any such withholding shall arise.

                  (vi) Miscellaneous. No provision of this Agreement may be
         amended, waived or discharged unless such amendment, waiver or
         discharge is agreed to in writing and signed by Executive and such
         Company officer as may be specifically designated by the Board. No
         waiver by either party hereto at any time of any breach by the other
         party hereto of (or compliance with) any condition or provision of this
         Agreement to be performed by such other party shall be deemed a waiver
         of similar or dissimilar provisions or conditions at the same or at any
         prior or subsequent time. No agreements or representations, oral or
         otherwise, express or implied, with respect to the subject matter
         hereof have been made by either party which are not expressly set forth
         in this Agreement; provided, however, that the parties acknowledge the
         Bank Agreement is a separate employment agreement between Executive and
         the Bank and that nothing contained herein is intended to supercede or
         extinguish any of the rights or obligations created therein. The
         validity, interpretation, construction and performance of this
         Agreement shall be governed by the laws of the State of Wisconsin.

                  (vii) Validity. The invalidity or unenforceability of any
         provision of this Agreement shall not affect the validity or
         enforceability of any other provision of this Agreement, which shall
         remain in full force and effect.

                  (viii) Counterparts. This Agreement may be executed in several
         counterparts, each of which together will constitute one and the same
         instrument.

                  (ix) Headings. Headings contained in this Agreement are for
         reference only and shall not affect the meaning or interpretation of
         any provision of this Agreement.


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                  (x) Effective Date. The effective date of this Agreement shall
         be the date indicated in the first section of this Agreement,
         notwithstanding that the actual date of execution by any party may
         differ therefrom.

         IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of this _____ day of ____________________, 200__.


First Federal Capital Corp.                   Executive:

By:
   -----------------------------              ----------------------------------
Title:                                        President, Chief Executive Officer
      --------------------------

Witness                                       Address:

By:
   -----------------------------              ----------------------------------
Title:
      --------------------------              ----------------------------------





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