FIRST FINANCIAL CORP /WI/, S-4/A, 1994-01-13

FIRST FINANCIAL CORP /WI/
S-4/A, 1994-01-13
SAVINGS INSTITUTION, FEDERALLY CHARTERED

Previous: DEFINED ASSET FUNDS MUNICIPAL INVT TR FD PENNSYLVANIA SER A, 497, 1994-01-13

Next: PETROLEUM HEAT & POWER CO INC, S-2/A, 1994-01-13

<PAGE>
As filed with the Securities and Exchange Commission on January 13, 1994
Registration No. 33-51487

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________

PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

________________________

First Financial
Corporation
(Exact name of registrant as specified in its charter)
Wisconsin
(State of incorporation)
39-1471963
(I.R.S. Employer Identification No.)

1305 Main Street
Stevens Point, Wisconsin 54481
(715) 341-0400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Robert M. Salinger, Esq.
First Financial Corporation
1305 Main Street
Stevens Point, Wisconsin 54481
715/341-0400
(Name, address including zip code, and telephone number,
including area code, of registrant's agent for service)

________________________

Copy to:
Stuart G. Stein, Esq.
Hogan & Hartson
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600

Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box.

<PAGE>
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission. There securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This Prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale
of these securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any state.

<PAGE>
FIRST FINANCIAL CORPORATION

Cross Reference Sheet Pursuant to Item 501 of Regulation S-K Between
Items in Part I of Form S-4 and Prospectus.

Items of Form S-4 Location in Prospectus

A. INFORMATION ABOUT THE TRANSACTION

1. Forepart of Registration Statement
and Outside Front Cover Page of
Prospectus....................... Forepart of Registration
Statement and Outside Front
Cover Page of Prospectus

2. Inside Front and Outside Back
Cover Pages of Prospectus........ Available Information,
Incorporation by Reference

3. Risk Factors, Ratio of Earnings
to Fixed Charges and Other
Information...................... Summary, Certain Considerations,
Comparative Per Share Data,
Price Range of FFC Common
Stock, Price Range of Northland
Common Stock

4. Terms of the Transaction......... Summary, The Merger, The Merger
Agreement

5. Pro Forma Financial Information.. Unaudited Pro Forma Condensed
Combined Financial Information

6. Material Contracts With the
Company Being Acquired........... Not applicable

7. Additional Information Required
for Reoffering by Persons and
Parties Deemed to be
Underwriters..................... Not applicable

8. Interests of Named Experts and
Counsel.......................... Not applicable

9. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities.................. Not applicable

B. INFORMATION ABOUT THE REGISTRANT

10.Information with Respect to S-3
Registrants...................... Summary, Certain
Considerations, Incorporation
by Reference, Description of
FFC Common Stock and Comparison
of Stockholder Rights

11.Incorporation of Certain
Information by Reference......... Incorporation by Reference

12.Information with Respect to S-2
or S-3 Registrants............... Not applicable

13.Incorporation of Certain Infor-
mation by Reference.............. Not applicable

14.Information with Respect to
Registrants Other Than S-3 or S-2
Registrants...................... Not applicable

C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED

15.Information with Respect to S-3
Companies........................ Not applicable

16.Information with Respect to S-2
or S-3 Companies................. Summary, Incorporation by
Reference, The Merger, The
Merger Agreement, Annex C

17.Information with Respect to
Companies Other Than S-3 or S-2
Companies........................ Not applicable

D. VOTING AND MANAGEMENT INFORMATION

18.Information if Proxies, Consents or
Authorizations are to be
Solicited........................ Summary, The Merger, The
Merger Agreement, The Northland
Special Meeting, NorthLand
Stock Ownership by Certain
Persons, Description of FFC
Common Stock and Comparison of
Stockholder Rights

19.Information if Proxies, Consents
or Authorizations are Not to be
Solicited or in an Exchange
Offer............................ Not applicable

<PAGE>

PRELIMINARY PROXY MATERIALS

NORTHLAND BANK OF WISCONSIN, S.S.B.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 18, 1994

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of
NorthLand Bank of Wisconsin, S.S.B., a Wisconsin chartered savings and loan
association ("NorthLand"), will be held on February 18, 1994, at the Hotel
Chequamegon, 101 Lake Shore Drive, Ashland, Wisconsin, commencing at
2:00 p.m., local time, to consider and vote upon the following matters
described in the accompanying Proxy Statement-Prospectus:

1. The approval and adoption of the Agreement and Plan of Merger (the
"Merger Agreement") dated as of October 13, 1993, among NorthLand, First
Financial Corporation, a Wisconsin corporation ("FFC"), and First Financial
Bank, FSB, a federally chartered savings bank wholly owned by FFC ("FF Bank"),
including the Combination Agreement attached thereto, pursuant to which, among
other things, (i) NorthLand will be merged with and into FF Bank, which will
be the surviving corporation following the merger (the "Surviving
Corporation") and (ii) each issued and outstanding share of common stock of
NorthLand will be converted into the right to receive common stock of FFC, as
provided in the Merger Agreement.

2. The transaction of such other business as may properly come before
the special meeting or any adjournment or postponement thereof.

The record date for determining stockholders entitled to notice of, and
to vote at, the special meeting has been fixed by the Board of Directors as of
the close of business on January 11, 1994. Such holders may vote in person or
by proxy.

Whether or not you plan to attend the meeting, please complete, date,
sign and return the enclosed proxy card promptly to ensure that your vote will
be counted. A return envelope is enclosed for your convenience and requires
no postage for mailing in the United States. Your proxy may be revoked in the
manner described in the accompanying Proxy Statement-Prospectus at any time
before it has been voted at the special meeting.

By Order of the Board of Directors
Michael V. Masterson
President and CEO

Ashland, Wisconsin

January ___, 1994
<PAGE>

NORTHLAND BANK OF WISCONSIN, S.S.B.

PROXY SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS

The undersigned hereby appoints Michael V. Masterson and Jeffrey A.
Beirl, or either of them, proxies of the undersigned, with full power to act
without the other and with full power of substitution, to vote all shares of
Common Stock of NorthLand held of record by the undersigned as of the close of
business on January 11, 1994, at the Special Meeting of Shareholders of
NorthLand Bank of Wisconsin, S.S.B. ("NorthLand") to be held on February 18,
1994 at 2:00 p.m., and at any adjournments thereof, as indicated below:

1. The approval and adoption of the Agreement and Plan of Merger (the
"Merger Agreement") dated as of October 13, 1993, among NorthLand, First
Financial Corporation ("FFC") and First Financial Bank, FSB ("FF Bank"),
including the Combination Agreement attached thereto, pursuant to which, among
other things, (i) NorthLand will be merged with and into FF Bank, which will
be the surviving corporation following the merger and (ii) each issued and
outstanding share of common stock of NorthLand will be converted into the
right to receive common stock of FFC, as provided in the Merger Agreement.

[] FOR [] AGAINST [] ABSTAIN

2. With discretionary power upon any and all other business that may
properly come before the Special Meeting or any adjournment thereof.

The Board of Directors recommends a vote FOR Item 1.<PAGE>

The shares of Common Stock represented by this proxy will be voted as
directed. If no direction is specified, the shares of Common Stock will be
voted FOR Item 1 and in accordance with the judgment of the proxies upon other
business that may properly come before the Special Meeting or any adjournment
thereof.

Dated
___________________________, 1994
___________________________
___________________________

Shareholder(s) Sign Here

Please sign exactly as your name appears on this
proxy appointment form, giving your full title if
signing as attorney or fiduciary. If shares are
held jointly, each joint owner should sign. If a
corporation, please sign in full corporate name,
by duly authorized officer. If a partnership,
please sign in partnership name by authorized
person.

PLEASE MARK, SIGN, DATE AND RETURN THIS APPOINTMENT OF PROXY FORM
PROMPTLY IN THE ENCLOSED ENVELOPE

<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be
exchanged or sold nor may offers to exchange or buy be accepted prior to
the time the registration statement becomes effective. This prospectus shall
not constitute an offer to exchange or sell or the solicitation of an offer
to exchange or buy nor shall there be any exchange or sale of these securities
in any State in which such offer, solicitation, exchange or sale would be
unlawful prior to registration or qualification under the securities
laws of any such State.

SUBJECT TO COMPLETION -- JANUARY ___, 1994

NORTHLAND BANK OF WISCONSIN, S.S.B.

PRELIMINARY PROXY STATEMENT

FIRST FINANCIAL CORPORATION

PROSPECTUS
1,300,000 Shares of Common Stock

This Proxy Statement-Prospectus is being furnished to the
stockholders of NorthLand Bank of Wisconsin, S.S.B. ("NorthLand") in connection
with the solicitation of proxies by the Board of Directors of NorthLand for use
at the special meeting of stockholders of NorthLand to be held on February 18,
1994 (the "NorthLand Special Meeting").

At the NorthLand Special Meeting, stockholders will be asked to
consider and vote upon a proposal to approve and adopt the Agreement and Plan
of Merger (the "Merger Agreement") dated October 13, 1993, among NorthLand,
First Financial Corporation ("FFC") and First Financial Bank, FSB ("FF Bank"),
including the Combination Agreement set forth at Exhibit 1.01 thereto, pursuant
to which, among other things, NorthLand will be merged with and into FF Bank
(the "Merger"), with FF Bank continuing as the surviving corporation following
the Merger (the "Surviving Corporation").

This Proxy Statement-Prospectus also constitutes the Prospectus of
FFC with respect to the shares of common stock of FFC, par value $1.00 per
share ("FFC Shares"), to be issued in the Merger in exchange for all issued and
outstanding shares of NorthLand common stock, par value $1.00 per share
("NorthLand Shares"). Upon the consummation of the Merger, as described in
this Proxy Statement-Prospectus, each NorthLand Share will be converted into
the right to receive the number of FFC Shares that is determined pursuant to a
formula based upon the "NorthLand Share Value" and the "FFC Share Value" (as
hereinafter defined). See "The Merger -- General."

The common stock of FFC, par value $1.00 per share ("FFC Common
Stock"), is quoted on the National Association of Securities Dealers Automated
Quotation-National Market System ("NASDAQ-NMS") under the trading symbol
"FFHC." The closing price of FFC Common Stock, as reported on NASDAQ-NMS on
January ___, 1994 was $______ per share, and on August 27, 1993, the last full
trading day preceding public announcement of the proposed Merger, was $14.00
per share. See "Price Range of FFC Common Stock." The common stock of
NorthLand, par value $1.00 per share ("NorthLand Common Stock"), is traded in
the over-the-counter market, but, due to the low volume of trading activity and
other factors, there is considered to be no established public trading market
for the NorthLand Common Stock. See "Price Range of NorthLand Common Stock."

Shareholders of NorthLand should consider carefully the factors
under "Certain Considerations."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION ("COMMISSION"),
THE OFFICE OF THRIFT SUPERVISION ("OTS"), OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE COMMISSION, OTS, OR ANY STATE SECURITIES COMMISSION,
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT-PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Proxy Statement-Prospectus is January ___, 1994.

(Continued on Next Page)
<PAGE>

The information set forth in this Proxy Statement-Prospectus concerning
NorthLand has been furnished by NorthLand. The information set forth in this
Proxy Statement-Prospectus concerning FFC and FF Bank has been furnished by
FFC. The description of the Merger Agreement and other documents in this
Proxy Statement-Prospectus is qualified by reference to the text of those
documents, copies of which will be provided promptly without charge upon a
written or oral request addressed to Kenneth F. Csinicsek, Senior
Vice President, First Financial Corporation, 1305 Main Street, Stevens Point,
Wisconsin 54481, telephone: (715)345-4602.

Shares of FFC Common Stock are not savings accounts or deposits and are
not insured by the Savings Association Insurance Fund ("SAIF") as administered
by the Federal Deposit Insurance Corporation ("FDIC") or any other
governmental authority.

<PAGE>
AVAILABLE INFORMATION

FFC is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information can
be inspected and copied at the public reference room of the Commission,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and copies of such
materials can be obtained by mail from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates. In addition, copies of such materials are available for
inspection and reproduction at the public reference facilities of the
Commission at its New York regional office, 75 Park Place, 14th Floor, New
York, New York 10007; and at its Chicago regional office, Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.

FFC has filed with the Commission a Registration Statement on Form S-4
(the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the FFC Shares to be issued in connection
with the Merger. As permitted by the rules and regulations of the Commission,
this Proxy Statement-Prospectus does not contain all of the information set
forth in the Registration Statement. Such additional information may be
obtained from the Commission's principal office in Washington, D.C. as set
forth above. Statements contained in this Proxy Statement-Prospectus or in
any document incorporated by reference herein as to the contents of any
contract or other document are not necessarily complete and, in each instance
where such contract or document as an exhibit to the Registration Statement,
reference is made to the copy of such contract or document filed as an exhibit
to the Registration Statement, each such statement being qualified in all
respects by such reference.

NorthLand also is subject to the informational reporting requirements of
the Exchange Act, and in accordance therewith files reports, proxy statements
and other information with the OTS. Such reports, proxy statements and other
information can be inspected and copied at the Information Services OTS,
1700 G Street, N.W., Washington, D.C. 20552, at prescribed rates.

INCORPORATION BY REFERENCE

The following documents filed with the Commission by FFC (File No. 0-
11889) pursuant to the Exchange Act are incorporated by reference in this
Proxy Statement-Prospectus:

1. FFC's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992.

2. FFC's Quarterly Reports on Form 10-Q for each of the quarters ended
March 31, 1993, June 30, 1993 and September 30, 1993.

3. FFC's Current Reports on Form 8-K for the events on January 4,
January 22, April 14, July 14, August 30, October 12 and October 13, 1993.

In lieu of incorporating by reference the description of FFC Common
Stock which is contained in a Registration Statement filed under the Exchange
Act, such description is included in this Proxy Statement-Prospectus. See
"Description of FFC Common Stock and Comparison of Stockholder Rights."

<PAGE>
The following documents filed with the OTS by NorthLand (File No. 1934)
pursuant to the Exchange Act are incorporated by reference to this Proxy
Statement-Prospectus:

1. NorthLand's Annual Report on Form 10-K for the fiscal year ended
September 30, 1993.

All documents and reports filed by FFC and NorthLand pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Proxy Statement-Prospectus and prior to the Merger shall be deemed to be
incorporated by reference in this Proxy Statement-Prospectus and to be part
hereof from the dates of filing of such documents or reports. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Proxy
Statement-Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Proxy Statement-Prospectus.

This Proxy Statement-Prospectus incorporates documents by reference
which are not presented herein or defined herewith. Such documents (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference) are available, without charge, to any person,
including any NorthLand stockholder and any beneficial owner of NorthLand
Common Stock, to whom this Proxy Statement-Prospectus is delivered, on written
or oral request to FFC at 1305 Main Street, Stevens Point, WI 54481,
Attn: Kenneth Csinicsek, telephone: (715)345-4602. In order to ensure
timely delivery of the documents, requests should be received by February 8,
1994.

No person is authorized to give any information or make any
representation other than those contained or incorporated by reference in this
Proxy Statement-Prospectus, and, if given or made, such information or
representation should not be relied upon as having been authorized. This
Proxy Statement-Prospectus does not constitute an offer to exchange or sell,
or a solicitation of an offer to exchange or purchase, the securities offered
by this Proxy Statement-Prospectus, or the solicitation of a proxy, in any
jurisdiction in which such offer or solicitation is not authorized or to or
from any person to whom it is unlawful to make such offer or solicitation.

<PAGE>
TABLE OF CONTENTS
Page

AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . 3
INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . 3
SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . 7
General. . . . . . . . . . . . . . . . . . . . . . . . . 7
The Companies. . . . . . . . . . . . . . . . . . . . . . 7
The Merger . . . . . . . . . . . . . . . . . . . . . . . 9
The NorthLand Special Meeting. . . . . . . . . . . . . . 10
The Cornwell Valuation Report. . . . . . . . . . . . . . 11
The Baird Fairness Opinion . . . . . . . . . . . . . . . 11
Termination. . . . . . . . . . . . . . . . . . . . . . . 11
Regulatory Approvals . . . . . . . . . . . . . . . . . . 11
Exchange of NorthLand Common Stock Certificates. . . . . 11
Accounting Treatment . . . . . . . . . . . . . . . . . . 12
Certain Federal Income Tax Consequences. . . . . . . . . 12
Dissenters' Rights . . . . . . . . . . . . . . . . . . . 12
Comparison of Stockholder Rights . . . . . . . . . . . . 12
Summary Consolidated Financial and Other Data. . . . . . 12
CERTAIN CONSIDERATIONS . . . . . . . . . . . . . . . . . . 16
Issuance of FFC Common Stock . . . . . . . . . . . . . . 16
Legislative and General Developments . . . . . . . . . . 16
Potentially Adverse Impact of Interest Rate Changes. . . 17
COMPARATIVE PER SHARE DATA . . . . . . . . . . . . . . . . 17
PRICE RANGE OF FFC COMMON STOCK. . . . . . . . . . . . . . 19
PRICE RANGE OF NORTHLAND COMMON STOCK. . . . . . . . . . . 19
THE NORTHLAND SPECIAL MEETING. . . . . . . . . . . . . . . 20
General. . . . . . . . . . . . . . . . . . . . . . . . . 20
Proxies. . . . . . . . . . . . . . . . . . . . . . . . . 20
Record Date and Voting Rights. . . . . . . . . . . . . . 20
Recommendation . . . . . . . . . . . . . . . . . . . . . 21
THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . 21
General. . . . . . . . . . . . . . . . . . . . . . . . . 21
Exchange Ratio . . . . . . . . . . . . . . . . . . . . . 21
Exchange of NorthLand Stock Certificates . . . . . . . . 22
Background of and Reasons for the Merger . . . . . . . . 23
Recommendation of the NorthLand Board of Directors . . . 24
The Cornwell Valuation Report. . . . . . . . . . . . . . 25
The Baird Fairness Opinion . . . . . . . . . . . . . . . 25
Interest of Certain Person in the Merger . . . . . . . . 25
Accounting Treatment . . . . . . . . . . . . . . . . . . 25
Certain Federal Income Tax Consequences. . . . . . . . . 25
Regulatory Matters . . . . . . . . . . . . . . . . . . . 26
Restrictions on Resales by Affiliates. . . . . . . . . . 26
<PAGE>

Page

THE MERGER AGREEMENT . . . . . . . . . . . . . . . . . . . 26
The Merger . . . . . . . . . . . . . . . . . . . . . . . 27
Sale of Consumer Finance Subsidiary. . . . . . . . . . . 27
Representations and Warranties . . . . . . . . . . . . . 27
Certain Covenants. . . . . . . . . . . . . . . . . . . . 28
Solicitation of Other Transactions and Break-Up Fee. . . 28
Conditions to the Merger . . . . . . . . . . . . . . . . 28
Termination. . . . . . . . . . . . . . . . . . . . . . . 29
Expenses . . . . . . . . . . . . . . . . . . . . . . . . 29
PRO FORMA COMBINED FINANCIAL INFORMATION . . . . . . . . . 29
NORTHLAND STOCK OWNERSHIP BY CERTAIN PERSONS . . . . . . . 36
DESCRIPTION OF FFC COMMON STOCK & COMPARISON OF
STOCKHOLDER RIGHTS. . . . . . . . . . . . . . . . . . . . 36
Authorized Capital Stock . . . . . . . . . . . . . . . . 36
FFC Common Stock . . . . . . . . . . . . . . . . . . . . 37
Articles of Incorporation and Bylaw Provisions . . . . . 37
Applicable Law . . . . . . . . . . . . . . . . . . . . . 39
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . 40
ANNEX A -- Fair Market Valuation Report of J.G. Cornwell & Company
ANNEX B -- Opinion of Robert W. Baird & Co. Incorporated
ANNEX C -- NorthLand Bank of Wisconsin, S.S.B. 1993 Annual Report to
Shareholders

<PAGE>
SUMMARY

The following is a brief summary of certain information contained
elsewhere in this Proxy Statement-Prospectus and is not intended to be
complete. It is qualified in its entirety by reference to the more detailed
information contained elsewhere in this Proxy Statement-Prospectus, the
accompanying annexes and the documents incorporated herein by reference.

General

This Proxy Statement-Prospectus, the notice of the NorthLand Special
Meeting and the form of proxy solicited in connection therewith are first
being mailed to stockholders of NorthLand on or about January ___, 1994. At
the NorthLand Special Meeting, the stockholders of NorthLand will consider and
vote upon a proposal to approve and adopt the Merger Agreement.

The Companies

First Financial Corporation. FFC, which was formed in 1984, conducts
business as a multiple savings and loan holding company. As a Wisconsin
corporation, FFC is authorized to engage in any activity permitted by the
Wisconsin Business Corporation Law. With total assets in excess of $4.7
billion as of September 30, 1993, the principal business of FFC is the
business of its banking subsidiaries, FF Bank and First Financial-Port Savings
Bank, F.S.B. ("Port Savings"). FF Bank and Port Savings are sometimes
collectively referred to as the "Banks." FF Bank had total assets of
approximately $4,631 million as of September 30, 1993, representing 97.87% of
FFC's total assets as of that date, while Port Savings had total assets of
approximately $101 million as of September 30, 1993, representing only 2.13%
of FFC's total assets.

The mailing address and telephone number of FFC's principal executive
offices are 1305 Main Street, Stevens Point, Wisconsin 54481,
telephone: (715)341-0400. For further information regarding FFC, see the
documents incorporated by reference herein as to FFC.

First Financial Bank, FSB. FF Bank is a federally chartered, stock
savings institution whose deposits are insured by the SAIF, as administered by
the FDIC. Business is conducted through 117 full-service branch offices, one
limited loan origination office, an insurance agency and an appraisal company
in both Wisconsin and Illinois. Based on the total assets of $4.6 billion at
September 30, 1993, FF Bank is the largest thrift institution headquartered in
Wisconsin. The principal mortgage lending area of FF Bank is Wisconsin and
Illinois. In addition to real estate loans, FF Bank originates a significant
volume of consumer loans, manufactured housing loans, credit card loans and
student loans. Consumer, home equity and student lending activities are
principally conducted in Wisconsin and Illinois, while the credit card base
and resulting loans are principally centered in the Midwest. Manufactured
housing lending activity is conducted in Wisconsin, Illinois and other
Midwestern states. A significant portion of real estate loans generated are
sold in the secondary market and to other financial institutions with FF Bank
retaining the servicing of those loans. FF Bank offers brokerage services and
also operates a full-line independent insurance agency and a real estate
appraisal company.

FF Bank has grown significantly through mergers and acquisitions since
its stock conversion in 1980, when FF Bank had total assets of $244 million
and 14 branch offices in central Wisconsin. In 1984, First Financial and
First State Savings of Wisconsin, concurrently with First State's stock
conversion, combined to form FFC, which operated as a multiple savings and
loan holding company from 1984 until August 1985 when FFC acquired First
Savings Association of Wisconsin. At that time, all three institutions were
merged into FF Bank. In 1988, FF Bank acquired National Savings and Loan
Association of Milwaukee, Wisconsin through a merger conversion. By the end
of 1988, FF Bank's total assets had grown to $2.3 billion and FF Bank operated
63 full-service banking offices throughout Wisconsin.

Beginning in 1992, FF Bank expanded into southern Illinois (suburban
St. Louis) and the Peoria, Illinois markets by acquiring Illini Federal
Savings and Loan Association of Fairview Heights in a voluntary supervisory
merger conversion and by purchasing the deposits and nine branch banking
offices of two former Peoria thrifts from the Resolution Trust Corporation
("RTC"). In 1990, FF Bank also acquired two western Wisconsin branch bank
offices from the RTC. During 1992, FF Bank acquired ten additional branch
banking offices in the Peoria market, including eight from LaSalle Talman
Bank, FSB, and two from the RTC. In 1993, FF Bank acquired Westinghouse
Federal Bank, FSB, d/b/a United Federal Bank ("United") of Galesburg,
Illinois. As part of the acquisition, United was merged into FF Bank and its
twenty branches now operate as branch banking offices of FF Bank. Also in
1993, FF Bank acquired four branch banking offices in the Quincy, Illinois
area from Citizens Federal Bank of Miami, Florida.

While pursuing its strategy of expansion by acquisition in Wisconsin
and Illinois, management of FF Bank has also curtailed certain lending
activities outside of the Midwest in recent years. In 1988, FF Bank
liquidated its West Coast mortgage banking operation which FF Bank had
acquired as part of the acquisition of a troubled thrift institution in 1985.
This operation had incurred continuing operating losses. In 1988, FF Bank
sold a portion of its credit card loan portfolio, totalling $44.8 million,
consisting of loans concentrated in California, Texas and the Northeastern
states. FF Bank's credit card lending activities are now focused on
Wisconsin, Illinois and other Midwestern states. During 1989, FF Bank
curtailed manufactured housing lending outside of the Midwest.

FF Bank is a member of the Federal Home Loan Bank System. FF Bank is
subject to comprehensive examination, supervision and regulation by the OTS
and the FDIC, and is regulated by the Board of Governors of the Federal
Reserve System as to reserves required to be maintained against deposits and
certain other matters.

The mailing address and telephone number of FF Bank's principal
executive offices are 1305 Main Street, Stevens Point, Wisconsin 54481;
(715)341-0400. For further information regarding FF Bank, see the documents
incorporated by reference herein as to FFC.

NorthLand Bank of Wisconsin, S.S.B. NorthLand was chartered in 1902 as
Ashland Savings and Loan Association. In 1976, its name was changed to
NorthLand Savings and Loan Association, and effective August 8, 1989, the
stockholders voted to change its name to NorthLand Bank of Wisconsin, S.S.B.
On August 4, 1986, NorthLand converted from a state-chartered mutual
association to a state-chartered capital stock association. During the period
between 1982 and 1987, NorthLand experienced significant growth through the
addition and acquisition of branch offices. NorthLand presently has eight
offices all located in the northern part of Wisconsin.

The business of NorthLand is primarily that of obtaining savings
deposits from the general public and making loans secured by first mortgage
liens on residential and other real estate to enable borrowers to purchase or
refinance the collateralized property. Funds for lending are provided
primarily by savings deposits, repayment of loans and the sale of loans.
NorthLand's revenues are derived primarily from interest and fees received in
connection with its real estate loans, while interest paid on its deposit
accounts and borrowings constitutes its largest expense. Its principal
expenses are interest paid on savings accounts and overhead expenses in the
operation of the Bank's various offices. The mailing address and telephone
number of NorthLand's principal executive offices are 221 Fourth Avenue West,
Ashland, Wisconsin 54806; (715)682-9371. For further information regarding
NorthLand, see NorthLand's 1993 Report to Shareholders attached as Annex C
hereto and the documents incorporated by reference herein as to NorthLand.

The Merger

Under the Merger Agreement, after satisfaction or waiver of all the
conditions described therein, NorthLand will merge with and into FF Bank,
which will be the Surviving Corporation, and all issued and outstanding
NorthLand Shares will be converted into the right to receive FFC Shares.

The number of FFC Shares into which each NorthLand Share will be
converted by virtue of the Merger will be such number of FFC Shares as is
equal to 130% of the NorthLand Share Value, as defined below, divided by the
FFC Share Value, as defined below, rounded to the nearest hundredth (.01). In
the event that the FFC Share Value is less than $12.00, FFC shall have the
right to terminate the Merger Agreement. In the event that the FFC Share
Value exceeds $17.00, the consideration for the NorthLand Shares shall be
calculated as follows: the below-listed percentages of the NorthLand Share
Value shall be divided by the FFC Share Value and rounded to the nearest
hundredth (.01) in order to determine the number of FFC Shares to be granted
to the NorthLand stockholders:

% of
NorthLand
FFC Share Value Share Value

$17.01 -- $18.00 131.25%
18.01 -- 19.00 132.50%
19.01 -- 20.00 133.75%
20.01 and over 135.00%

"NorthLand Share Value" means the tangible net worth (as defined below)
of NorthLand as of the end of the month immediately preceding the closing date
for the Merger, divided by the number of issued and outstanding NorthLand
Shares on the closing date. The tangible net worth of NorthLand shall be the
audited September 30, 1993 stockholder's equity of NorthLand, reduced by the
then-outstanding cost in excess of net assets of acquired businesses, adjusted
by an amount equal to the Normalized Net Income of NorthLand, as defined
below, from October 1, 1993 to the last day of the month preceding the closing
date. "Normalized Net Income" means NorthLand's after-tax net income as
reported in accordance with generally accepted accounting principles less the
after-tax effect of the following: (i) gains on sales of assets, other than
gains on sales of newly originated fixed-rate mortgage loans in the ordinary
course of business and consistent with past practice, and other than gains
realized from the sale of North Land Finance, Inc., NorthLand's wholly owned
consumer finance subsidiary; (ii) changes in income arising from changes in
accounting estimates exceeding $1,000 and (iii) changes in income arising from
changes in accounting principles. Any adjustments to valuation allowances or
reserves for loan losses, whether relating to periods before or after
September 30, 1993, also shall be deducted from Normalized Net Income.
NorthLand has agreed to record additional reserves and liabilities totalling
$316,500 with respect to certain loans, environmental matters and a legal
proceeding, which amount will be deducted from Normalized Net Income. These
reserves primarily reflect nonreimbursable, borrower-related, cleanup costs,
certain of which are based upon the results of environmental studies completed
after September 30, 1993. The deduction for these reserves will be offset by
the net after-tax gain from the sale of NorthLand's consumer finance
subsidiary. See "The Merger Agreement -- Sale of Consumer Finance
Subsidiary." It is the policy of FFC to provide estimated reserves for such
costs. For the purposes of determining the tangible net worth of NorthLand,
the Normalized Net Income of NorthLand can either be a positive or negative
number.

"FFC Share Value" means the average of the average bid price, as quoted
on the NASDAQ-NMS, for FFC Common Stock for each of the five trading days
immediately preceding the third business day prior to the closing date.

In lieu of receiving a fractional FFC Share, a holder of NorthLand
Shares otherwise entitled to a fractional share will receive cash equal to
(i) the last per share sales price of FFC Common Stock on the third trading
day immediately preceding the closing date, as reported on NASDAQ-NMS,
multiplied by (ii) the fraction of a FFC Share to which such holder would
otherwise be entitled.

Using a NorthLand Share Value estimated and determined as of
September 30, 1993, and an FFC Share Value determined using the average bid
prices for the five trading days ending on and including December 31, 1993,
each NorthLand Share would be converted into 1.6652 FFC Shares upon
consummation of the Merger. The precise number of FFC Shares into which each
NorthLand Share will be converted by virtue of the Merger will likely vary
from this estimate and will be determined at the time the Merger is effective.

If the Merger Agreement is approved and adopted, and the Merger is
consummated, the FF Bank's charter and bylaws will be the charter and bylaws
of the Surviving Corporation and the directors and officers of FF Bank will be
the initial directors and officers of the Surviving Corporation.

The Merger is subject to the satisfaction or waiver of certain
conditions, including, among others, approval of the Merger by the holders of
a majority of the NorthLand Shares represented at the NorthLand Special
Meeting, the effectiveness under the Securities Act of the Registration
Statement with respect to the issuance of FFC Shares in the Merger, the
applicability of pooling-of-interests accounting and the receipt of
legal opinions. See "The Merger Agreement -- Conditions to the Merger."
Consummation of the Merger is also subject to certain regulatory matters,
including the approval of the OTS and the Wisconsin Commissioner of Savings
and Loan ("Wisconsin Commissioner"). See "The Merger -- Regulatory Matters."

It is anticipated that the Merger will become effective as promptly as
practicable after the requisite stockholder approval has been obtained and all
other conditions to the Merger have been satisfied or waived (the "Effective
Time").

The NorthLand Special Meeting

The NorthLand Special Meeting will be held at the Hotel Chequamegon,
101 Lake Shore Drive, Ashland, Wisconsin on February 18, 1994, at 2:00 p.m.,
local time, at which time the holders of record of the NorthLand Shares at the
close of business on January 11, 1994 (the "NorthLand Record Date"), will be
asked to consider and vote upon a proposal to approve and adopt the Merger
Agreement. The affirmative vote of the holders of a majority of the NorthLand
Shares represented at the NorthLand Special Meeting is required pursuant to
the Merger Agreement to approve and adopt the Merger Agreement.

All of the directors of NorthLand , who had or shared the right to vote
an aggregate of 165,688 shares of NorthLand Common Stock, or approximately
33.53% of the issued and outstanding shares of NorthLand Common Stock as of
the NorthLand Record Date, have each entered into an agreement with FFC,
pursuant to which each of them has agreed, among other things, to vote all
NorthLand Common Stock in which such stockholder has the right to vote in
favor of the approval and adoption of the Merger Agreement. No consideration
was paid to any of them for entering into such agreement. FFC required that
such agreements be executed and delivered to them as a condition to FFC
entering into the Merger Agreement. See "The NorthLand Special Meeting."

The Board of Directors of NorthLand believes that the terms of the
Merger Agreement are fair to, and in the best interests of NorthLand and its
stockholders. Accordingly, the Board of Directors of NorthLand has approved
the Merger Agreement and recommends that holders of NorthLand Shares vote FOR
approval and adoption of the Merger Agreement. See "The Merger -- Background
of and Reasons for the Merger."

For a discussion of the factors considered by the Board of Directors in
reaching its decision, see "The Merger -- Background of and Reasons for the
Merger."

The Cornwell Valuation Report

On January 14, 1993, J.G. Cornwell & Company ("Cornwell") delivered to
NorthLand a Fair Market Valuation Report (the "Cornwell Valuation Report")
setting forth Cornwell's analysis of the prospective future fair market value
of the outstanding NorthLand Common Stock. Cornwell concluded, among other
things, that the fair market value of outstanding NorthLand Common Stock
during the next five years would likely be within a range of 75% to 85% of the
book value per share using a price to book value method of valuation.
NorthLand utilized the Cornwell Valuation Report on a preliminary basis when
deciding to continue discussions with FFC prior to negotiating and approving
the Merger Agreement. See "The Merger -- The Cornwell Valuation Report." A
copy of the Cornwell Valuation Report is attached as Annex A to this Proxy
Statement-Prospectus.

The Baird Fairness Opinion

On January 13, 1994, Robert W. Baird & Co. Incorporated ("Baird")
delivered its written opinion to the Board of Directors of NorthLand to the
effect that, as of the date of its opinion, the exchange ratio set forth in
the Merger Agreement, which will be used to determine the number of shares of
FFC Common Stock into which each NorthLand Share will be converted in the
Merger, is fair to the NorthLand stockholders from a financial point of view.
The opinion of Baird sets forth the assumptions made, the matters considered
and the scope of the review undertaken in rendering such opinion. See "The
Merger -- The Baird Fairness Opinion." A copy of Baird's opinion letter dated
January 13, 1994 is attached as Annex B to this Proxy Statement-Prospectus
and should be read carefully by NorthLand stockholders in its entirety.

Termination

The Merger Agreement is subject to termination at the option of
NorthLand, FFC or FF Bank if the Merger is not consummated before October 14,
1994, or prior to such time upon the occurrence of certain events. See "The
Merger Agreement -- Termination."
<PAGE>
Regulatory Approvals

In order for the Merger to be consummated, the approvals of the
Wisconsin Commissioner and the OTS must be obtained. Applications are pending
to obtain such approvals.

Exchange of NorthLand Common Stock Certificates

Upon consummation of the Merger, each holder of a certificate(s)
representing NorthLand Shares issued and outstanding immediately prior to the
Merger will, upon the surrender thereof (duly endorsed, if required) to
Norwest Bank Minnesota, N.A. (the "Exchange Agent"), be entitled to receive a
certificate(s) representing the number of whole FFC Shares into which such
NorthLand Shares will have been automatically converted as a result of the
Merger. The Exchange Agent will mail a letter of transmittal with
instructions to all holders of record of NorthLand Shares as of the Effective
Time for use in surrendering their NorthLand stock certificates in exchange
for certificates representing FFC Shares. Certificates should not be
surrendered until the letter of transmittal and instructions are received.
See "The Merger -- Exchange of NorthLand Stock Certificates."

Accounting Treatment

Consummation of the Merger is intended to qualify as a "pooling-of-
interests" for accounting and financial reporting purposes. Consummation of
the Merger is conditioned upon the Merger so qualifying. See "The Merger --
Accounting Treatment."

Certain Federal Income Tax Consequences

The Merger is intended to constitute a tax-free exchange for federal
income tax purposes. See "The Merger -- Certain Federal Income Tax
Consequences."

Dissenters' Rights

The holders of the NorthLand Common Stock are not entitled to
dissenters' rights with respect to the Merger.

Comparison of Stockholder Rights

If the Merger Agreement is approved and adopted and the Merger is
consummated, the holders of NorthLand Common Stock will become holders of FFC
Common Stock. There are differences between the rights of FFC stockholders
and NorthLand stockholders. For example, FFC's articles of incorporation,
unlike NorthLand's, authorize the issuance of preferred stock. FFC's articles
of incorporation contain numerous anti-takeover provisions, while NorthLand's
do not. Approval of certain mergers involving NorthLand do not require
stockholder approval, whereas these types of transactions involving FFC
generally would require shareholder approval. See "Description of FFC Common
Stock and Comparison of Stockholder Rights" for a summary of the material
differences between the rights of holders of FFC Shares and NorthLand Shares.

Summary Consolidated Financial and Other Data

The following tables present summary historical financial data for
NorthLand and FFC and summary pro forma financial data of NorthLand and FFC
combined as of the dates and for the periods indicated. This financial data
is based upon the consolidated financial statements of NorthLand and FFC and
on pro forma financial information of NorthLand and FFC and should be read in
conjunction with the consolidated financial statements and the notes thereto
of NorthLand and FFC and the pro forma condensed combined financial
information and notes thereto appearing elsewhere in this Proxy Statement-
Prospectus. The condensed combined financial information has been prepared
based on the pooling-of-interests method of accounting and on the assumption
that an aggregate of 906,533 FFC Shares are issued for the NorthLand Shares in
the Merger. See "Pro Forma Condensed Combined Financial Information."
Amounts at September 30, 1993 with respect to FFC are unaudited. The
pro forma amounts are not necessarily indicative of results which will be
obtained on a combined basis. All adjustments necessary for a fair
presentation of financial position and results of operations of interim
periods have been included.

<PAGE>
SELECTED HISTORICAL FINANCIAL INFORMATION
NORTHLAND BANK OF WISCONSIN, S.S.B.
<TABLE>
<CAPTION>
At or For the Year Ended September 30,

1993 1992 1991 1990 1989

(in thousands, except per share amounts)

<S> <C> <C> <C> <C> <C>
Selected financial condition data:
Total assets $128,660 $131,770 $135,686 $130,825 $129,594
Mortgage-related securities 18,623 25,629 28,267 26,248 26,573
Loans receivable, including loans available
for sale 95,666 89,058 88,298 83,131 80,893
Intangible assets 726 834 941 1,064 1,201
Deposits 114,452 119,299 123,041 118,731 115,762
Borrowings 1,000 1,000 1,000 0 1,968
Stockholders' equity 11,186 9,962 10,142 9,984 10,555
Common shares outstanding (actual number of
shares) 494,148 494,148 494,148 494,148 494,148
Book value per share $ 22.64 $ 20.16 $ 20.52 $ 20.20 $ 21.36
Tangible book value per share $ 21.17 $ 18.47 $ 18.62 $ 18.05 $ 18.93
Selected operating information:
Interest income $ 11,233 $ 12,172 $ 13,092 $ 12,965 $ 13,211
Interest expense 5,302 6,813 8,348 8,597 9,026
Net interest income 5,931 5,359 4,744 4,368 4,185
Provision for losses on loans 447 1,615 733 1,119 746
5,484 3,744 4,011 3,249 3,439
Noninterest income 1,392 1,544 1,209 830 1,248
Noninterest expense 4,981 4,960 4,458 4,345 4,123
Net income (loss) before income taxes and
accounting change 1,895 328 762 (266) 564
Income taxes (benefits) 787 211 308 (66) 230
Net income (loss) before accounting change 1,108 117 454 (200) 334
Cumulative effect of a change in accounting
principle 353 0 0 0 0
Net income (loss) $ 1,461 $ 117 $ 454 $ (200) $ 334
Earnings per share:
Income (loss) before change in accounting
principle $ 2.24 $ 0.24 $ 0.92 $ ( 0.40) $ 0.68
Cumulative effect of a change in accounting
principle 0.72 0.00 0.00 0.00 0.00
Net income (loss) $ .96 $ 0.24 $ 0.92 $ ( 0.40) $ 0.68

Dividends per share $ 0.48 $ 0.60 $ 0.60 $ 0.75 $ 0.65
Weighted average common equivalent share 494 494 494 494 494
Key ratios and other data:
Return on average assets (before accounting change) 0.85% 0.09% 0.35% -0.15% 0.25%
Return on average equity (before accounting change) 10.48% 1.16% 4.51% -1.95% 6.96%
Average equity to average assets 8.12% 7.45% 7.89% 7.80% 7.60%
Number of full service banking offices at end of year 8 8 8 8 8
Regulatory capital ratios:
Tangible capital 8.17% 6.96% 6.83% N/A N/A
Core capital 8.72% 7.60% 7.53% N/A N/A
Risk based capital 14.36% 13.12% 12.46% N/A N/A

/TABLE
<PAGE>

SELECTED HISTORICAL FINANCIAL INFORMATION
FIRST FINANCIAL CORPORATION
<TABLE>

At or For The Nine Months
Ended September 30,
At or For the Year Ended December 31,

1993 1992 1992 1991 1990 1989 1988

(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
Selected financial condition data:
Total assets $ 4,731,543 $ 3,807,607 $ 3,908,286 $ 3,220,002 $ 3,142,293 $ 2,456,695 $ 2,300,129
Mortgage-related securities 1,316,429 1,307,062 1,301,589 893,733 569,085 162,056 68,136
Loans receivable, including loans
available for sale 2,836,675 2,155,767 2,210,717 1,991,503 2,169,180 1,980,208 1,958,309
Intangible assets 33,004 24,405 23,278 20,388 23,178 5,505 6,197
Deposits 4,089,930 3,285,063 3,206,112 2,935,645 2,883,214 2,098,234 1,969,217
Borrowings 324,036 256,013 461,948 77,243 60,351 177,253 155,568
Stockholders' equity 221,078 186,091 194,095 164,535 149,576 137,081 126,248
Common shares outstanding
(actual number of shares) 23,560,066 23,179,280 23,266,414 23,038,404 22,978,604 22,915,604 22,841,464
Book value per share $ 9.38 $ 8.03 $ 8.34 $ 7.14 $ 6.51 $ 5.98 $ 5.53
Tangible book value per share $ 7.98 $ 6.98 $ 7.34 $ 6.26 $ 5.50 $ 5.74 $ 5.26
Selected operating information:
Interest income $ 254,594 $ 219,781 $ 296,871 $ 300,081 $ 292,141 $ 235,890 $ 212,809
Interest expense 143,866 137,403 181,896 203,749 204,748 162,059 143,069
Net interest income 110,728 82,378 114,975 96,332 87,393 73,831 69,740
Provision for losses on loans 7,824 10,305 13,851 18,333 16,044 18,306 16,185
102,904 72,073 101,124 77,999 71,349 55,525 53,555
Noninterest income 27,645 24,168 32,209 34,331 31,383 32,389 30,060
Noninterest expense 79,801 66,107 88,711 81,395 76,840 64,868 65,550
Net income before income taxes,
extraordinary item and
accounting change 50,748 30,134 44,622 30,935 25,892 23,046 18,065
Income taxes 18,705 10,837 16,190 12,409 9,870 8,670 7,296

Net income before extraordinary
items and accounting change 32,043 19,297 28,432 18,526 16,022 14,376 10,769
Extraordinary item 0 0 0 0 0 0 3,784
Cumulative effect of a change in
accounting principle 0 5,600 5,600 0 0 0 0
Net income $ 32,043 $ 24,897 $ 34,032 $ 18,526 $ 16,022 $ 14,376 $ 14,553
Earnings per share:
Primary:
Income before
extraordinary item
and change in
accounting principle $ 1.35 $ 0.83 $ 1.21 $ 0.80 $ 0.70 $ 0.63 $ 0.49
Extraordinary item 0.00 0.00 0.00 0.00 0.00 0.00 0.17
Cumulative effect of a
change accounting
principle 0.00 0.24 0.24 0.00 0.00 0.00 0.00
Net income $ 1.35 $ 1.07 $ 1.45 $ 0.80 $ 0.70 $ 0.63 $ 0.66
Fully diluted:
Income before extraordinary
item and change in
accounting principle $ 1.32 $ 0.81 $ 1.19 $ 0.79 $ 0.70 $ 0.63 $ 0.49
Extraordinary item 0.00 0.00 0.00 0.00 0.00 0.00 0.17
Cumulative effect of a
change accounting
principle 0.00 0.24 0.24 0.00 0.00 0.00 0.00
Net income $ 1.32 $ 1.05 $ 1.43 $ 0.79 $ 0.70 $ 0.63 $ 0.66
Dividends per share $ 0.25 $ 0.16 $ 0.22 $ 0.16 $ 0.16 $ 0.15 $ 0.14
Weighted average common
equivalent shares:
Primary 23,724 23,298 23,498 23,114 23,006 22,972 22,068
Fully diluted 24,243 23,806 23,822 23,395 23,006 22,972 22,068
Key ratios and other data:
Return on average assets
(before accounting change) 0.94% 0.73% 0.79% 0.58% 0.54% 0.60% 0.48%
Return on average equity (before
accounting change) 20.55% 14.56% 15.78% 11.85% 11.21% 10.82% 9.06%
Average equity to average assets 4.56% 5.01% 4.99% 4.86% 4.78% 5.59% 5.35%
Number of full service banking
offices at end of period 117 94 94 86 86 67 63
FF Bank regulatory capital ratios:
Tangible capital 4.90% 4.08% 4.70% 4.44% 3.68% 4.37% --
Core capital 5.51% 4.61% 5.20% 4.94% 4.27% 4.37% --
Risk-based capital 11.87% 10.04% 11.68% 10.55% 8.36% 7.60% --
Port Savings regulatory capital
ratios:
Tangible capital 9.91% 8.18% 8.67% 7.90% 7.64% 9.02% --
Core capital 9.91% 8.18% 8.67% 7.90% 7.64% 9.02% --
Risk-based capital 19.60% 15.45% 16.58% 13.78% 12.78% 16.18% --
</TABLE>

<PAGE>

SELECTED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
FIRST FINANCIAL CORPORATION
NORTHLAND BANK OF WISCONSIN, S.S.B.

<TABLE>
<CAPTION>
At or For The Nine
Months Ended At or For the
September 30, Year Ended December 31,

1993 1992 1991 1990 1989 1988
(in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Selected financial condition data:
Total assets $ 4,860,203 $ 4,040,056 $ 3,355,688 $ 3,273,118 $ 2,586,289 $ 2,439,715
Mortgage-related securities 1,335,052 1,327,218 922,000 595,333 188,629 98,406
Loans receivable, including loans
available for sale 2,932,341 2,299,775 2,079,801 2,252,311 2,061,101 2,039,202
Intangible assets 33,730 24,112 21,329 24,242 6,706 7,535
Deposits 4,204,282 3,325,411 3,058,686 3,001,945 2,213,996 2,091,594
Borrowings 325,036 462,948 78,243 60,351 179,221 160,903
Stockholders' equity 232,264 204,057 174,677 159,560 147,636 136,785
Common shares outstanding (A) 24,382,940 24,089,288 23,861,278 23,801,478 23,738,478 23,664,338
Book value per share $ 9.53 $ 8.47 $ 7.32 $ 6.70 $ 6.22 $ 5.78
Tangible book value per share $ 8.14 $ 7.47 $ 6.43 $ 5.69 $ 5.94 $ 5.46
Selected operating information (B):
Interest income $ 262,896 $ 309,043 $ 313,173 $ 305,106 $ 249,101 $ 226,215
Interest expense 147,714 188,709 212,097 213,345 171,085 152,056
Net interest income 115,182 120,334 101,076 91,761 78,016 74,159
Provision for losses on loans 8,198 15,466 19,066 17,163 19,052 16,650
106,984 104,868 82,010 74,598 58,964 57,509
Noninterest income 28,761 33,753 35,540 32,213 33,637 31,416
Noninterest expense 83,562 93,671 85,853 81,185 68,991 69,584
Net income before income taxes 52,183 44,950 31,697 25,626 23,610 19,341
Income taxes 19,359 16,401 12,717 9,804 8,900 7,669
Net income from continuing
operations 32,824 28,549 18,980 15,822 14,710 11,672
Earnings per share (C):
Primary $ 1.34 $ 1.17 $ 0.79 $ 0.66 $ 0.62 $ 0.49
Fully diluted $ 1.31 $ 1.15 $ 0.78 $ 0.66 $ 0.62 $ 0.49
Dividends per share $ 0.25 $ 0.22 $ 0.16 $ 0.16 $ 0.15 $ 0.14
Weighted average common
equivalent shares (A):
Primary 24,547 24,321 23,937 23,829 23,795 23,798
Fully diluted 25,066 24,615 24,218 23,829 23,795 23,798
Key ratios and other data:
Return on average assets
(before accounting change) 0.93% 0.76% 0.57% 0.51% 0.58%
0.49%
Return on average equity
(before accounting change) 20.01% 15.00% 11.40% 10.33% 10.26%
9.04%
Average equity to average assets 4.66% 5.08% 4.97% 4.94% 5.67%
5.41%
Number of full service banking
offices at end of period 125 102 94 94 75 71
</TABLE>

<PAGE>

Notes to Selected Pro Forma Condensed Combined Financial Information

(A) Includes an adjustment to common stock reflecting the par value of
FFC Shares to be issued in conjunction with the Merger.

(B) Additional accruals or reserves that may be necessary with
restructuring or reorganization charges relating to the Merger are not
reflected in the Pro Forma Condensed Combined Statements of Income since they
are not anticipated to have a significant and/or continuing impact on FFC.

(C) Pro Forma Combined Earnings Per Share data have been determined
based upon (i) the combined historical net income (loss) of FFC and NorthLand
and (ii) the combined historical weighted average common equivalent shares of
FFC and NorthLand, as adjusted for those FFC Shares estimated to be issued in
conjunction with the Merger.

CERTAIN CONSIDERATIONS

Holders of NorthLand Common Stock should consider, among other matters,
the following factors in connection with the decision to vote upon the Merger
Agreement, consummation of which will result in holders of NorthLand Common
Stock receiving shares of FFC Common Stock.

Issuance of FFC Common Stock

Under the Merger Agreement, the consideration payable to the holders of
NorthLand Common Stock consists of shares of FFC Common Stock. See "The
Merger -- Exchange Ratio." The description of FFC Common Stock is set forth
below. See "Description of FFC Common Stock and Comparison of Stockholder
Rights." As of the NorthLand Record Date, there were ______ shares of FFC
Common Stock issued and outstanding, held by ______ holders of record. Based
on a NorthLand Share Value estimated and determined as of September 30, 1993,
and an FFC Share Value determined using the average bid prices for the five
trading days ending on and including December 31, 1993, an aggregate of an
additional 822,874 shares of FFC Common Stock would be issued pursuant to the
Merger Agreement. Based on the shares of FFC Common Stock outstanding as of
the NorthLand Record Date, such additional shares of FFC Common Stock issued
in connection with the Merger would constitute 3.4% of the issued and
outstanding shares of FFC Common Stock following consummation of the Merger.

Legislative and General Developments

General. FFC is subject to regulatory restrictions as a savings and
loan holding company and the Banks, as federally chartered savings banks, are
subject to significant regulation by the OTS and the FDIC. The OTS and FDIC
have adopted numerous regulations and undertaken other regulatory initiatives,
and further regulations and initiatives are anticipated. In December 1991,
new legislation was enacted which provides for regulatory seizure in the event
of certain declines in tangible capital levels of insured institutions,
requires risk-based deposit insurance premiums based on assessments of risk
posed by an institution's assets and imposes liability on holding companies
for regulatory capital deficiencies of insured institution subsidiaries under
certain circumstances, among other significant effects. Any of this
legislation, or future legislation, could have an adverse effect on FFC.

Regulatory Capital. Regulatory capital requirements have increased
significantly in recent years and additional proposed increases are now
pending. Further increases are possible in future periods. Current OTS
regulatory capital requirements for federally insured thrift institutions
include a tangible capital to tangible asset ratio, a core capital to adjusted
tangible assets ratio and a risk-based capital measurement based upon assets
weighted for their inherent risk. As of September 30, 1993, both FF Bank and
Port Savings exceeded all currently applicable OTS regulatory capital
requirements on a fully phased-in basis.

In August 1993, the OTS and FDIC issued new regulations, effective
January 1, 1994, which add an interest-rate risk component to the risk-based
capital requirement. Under the new regulation, an institution is considered
to have excess interest-rate risk if, based upon a 200 basis point change in
market interest rates, the market value of an institution's capital changes by
more than 2%. This new requirement is not expected to have any material
effect on the Banks' ability to meet the risk-based capital requirement. The
OTS and FDIC are required to revise their risk-based capital standards to
ensure that those standards provide adequately for concentration of credit
risk, risk from nontraditional activities and actual performance and expected
risk of loss on multi-family mortgages. The OTS has also proposed to increase
the core capital ratio from the current 3.00% level to a range of 4.00% to
5.00% for all but the most healthy financial institutions.

In September 1990, FF Bank entered into an agreement with the FDIC to
meet certain capital requirements in order to obtain FDIC approval for
FF Bank's 1990 and future RTC acquisitions. These requirements were removed
by the FDIC in July 1992 based upon FF Bank's intent to be a "well-
capitalized" institution by January 1, 1993, within the meaning of the FDIC's
deposit insurance assessment regulations, as calculated under applicable OTS
capital measurements. In order to be considered well capitalized, FF Bank
must maintain a total risk-based capital ratio of 10% or more, a Tier 1 risk-
based capital ratio of 6% or more and a leverage ratio of 5% or more.

At September 1993, FF Bank had total risk-based capital of 11.87%, Tier
1 risk-based capital of 9.75% and a leverage ratio of 5.51%, thereby
constituting a well-capitalized financial institution. After giving effect to
the Merger, on a pro forma basis at September 30, 1993, FF Bank would have had
a total risk-based capital ratio of 11.96%, a Tier 1 risk-based capital ratio
of 9.84% and a leverage ratio of 5.60%. There can be no assurance that the
Banks will meet future regulatory capital requirements.

Potentially Adverse Impact of Interest Rate Changes

FFC's results of operations depend to a large extent on the level of
net interest income, which is the difference between interest income from
interest-earning assets, such as loans and investments, and interest expense
on interest-bearing liabilities, such as deposits and borrowings. The
difference between FFC's interest-rate sensitive assets and interest-rate
sensitive liabilities for a specified time-frame is referred to as "gap."
FFC's positive one-year gap at September 30, 1993 was $298.4 million or 6.31%
of total assets. In a rising interest- rate environment, a positive gap
position indicates that FFC will generally experience a lesser increase in the
cost of its interest-bearing liabilities than in the yield on its interest-
earning assets. Conversely, in a falling interest-rate environment, the cost
of FFC's interest-bearing liabilities will generally decrease less than the
yield on its interest-earning assets.

FFC seeks to maintain a balanced gap position in order to limit its
exposure to interest-rate risk. FFC's current gap policy is to operate within
a range of 10% positive gap to 10% negative gap. Nonetheless, significant
fluctuations in interest rates may adversely impact the repricing
characteristics of FFC's assets and liabilities and, therefore, net interest
income.

COMPARATIVE PER SHARE DATA

Following are certain comparative historical per share data of
NorthLand and FFC, pro forma per share data of NorthLand and FFC and
equivalent pro forma per share data of NorthLand. The book value per share
data is presented as of September 30, 1993, December 31, 1992, December 31,
1991 and December 31, 1990. The earnings and dividend per share data for the
nine months ended September 30, 1993 includes the results of operations of
NorthLand and FFC for the nine months ended September 30, 1993. The earnings
and dividends per share data for the year ended December 31, 1992 includes the
results of operations of NorthLand for the year ended September 30, 1992 and
the results of operations of FFC for the year ended December 31, 1992. The
earnings and dividends per share data for the year ended December 31, 1991
includes the results of operations of NorthLand for the year ended
September 30, 1991 and the results of operations of FFC for the year ended
December 31, 1991. The earnings and dividends per share data for the year
ended December 30, 1990 includes the results of operations of NorthLand for
the year ended September 30, 1990 and the results of operations of FFC for the
year ended December 31, 1990. The financial data is based on the historical
financial statements and the notes thereto of NorthLand and FFC and on
pro forma financial information and the notes thereto of NorthLand and FFC and
should be read in conjunction with the consolidated financial statements and
the notes thereto of NorthLand and FFC and pro forma condensed combined
financial statements and the notes thereto appearing elsewhere in this Proxy
Statement-Prospectus. The pro forma amounts are not necessarily indicative of
results which will be obtained on a combined basis.

<PAGE>
At and for the
Nine Months At and For
Ended the Year Ended
September 30, December 31,

1993 1992 1991 1990
Earnings (loss):
NorthLand. . . . . . . . . $ 2.96 $ 0.24 $ 0.92 $(0.40)
FFC. . . . . . . . . . . . 1.35 1.45 0.80 0.70
NorthLand and FFC Pro Forma
Combined 1.34 1.17 0.79 0.66
NorthLand Equivalent Pro
Forma (A) 2.23 1.95 1.32 1.10

Cash Dividends:
NorthLand. . . . . . . . . 0.48 0.60 0.60 0.75
FFC. . . . . . . . . . . . 0.25 0.22 0.16 0.16
NorthLand and FFC Pro Forma
Combined 0.25 0.22 0.16 0.16
NorthLand Equivalent Pro
Forma (A) 0.42 0.37 0.27 0.27

Book Value:
NorthLand. . . . . . . . . 22.64 20.16 20.52 20.20
FFC. . . . . . . . . . . . 9.38 8.34 7.14 6.51
NorthLand and FFC Pro Forma
Combined 9.53 8.47 7.32 6.70
NorthLand Equivalent Pro
Forma (A) 15.80 14.05 12.07 20.40

(A) Equivalent pro forma per share amounts are calculated by
multiplying the pro forma earnings (loss) per share before
nonrecurring charges or credits directly attributable to the
transaction, pro forma book value per share and the pro forma
dividends per share, as appropriate, by the estimated exchange
ratio. The estimated exchange ratio of 1.6652 was determined
using an FFC Share Value of $16.525 (the average closing price of
FFC Common Stock over the five-trading-day period ended
December 31, 1993) and a NorthLand Share Value of $27.52 as of
September 30, 1993. See "The Merger -- Exchange Ratio".

<PAGE>
PRICE RANGE OF FFC COMMON STOCK

The following table sets forth the range of high and low sale prices of
the FFC Common Stock as reported on NASDAQ-NMS during the periods indicated:

Low High
Quarter Ended:
March 31, 1991 . . . . . . . . . . . . . . . . . 2.688 4.063
June 30, 1991. . . . . . . . . . . . . . . . . . 3.688 4.500
September 30, 1991 . . . . . . . . . . . . . . . 3.625 5.063
December 31, 1991. . . . . . . . . . . . . . . . 4.625 5.813

March 31, 1992 . . . . . . . . . . . . . . . . . 5.625 7.500
June 30, 1992. . . . . . . . . . . . . . . . . . 6.375 8.500
September 30, 1992 . . . . . . . . . . . . . . . 7.250 9.313
December 31, 1992. . . . . . . . . . . . . . . . 7.500 11.750

March 31, 1993 . . . . . . . . . . . . . . . . . 11.250 16.000
June 30, 1993. . . . . . . . . . . . . . . . . . 12.250 15.750
September 30, 1993 . . . . . . . . . . . . . . . 13.500 18.000
December 31, 1993. . . . . . . . . . . . . . . . 14.250 19.750

On August 27, 1993, the last full trading day prior to the public
announcement of the Merger, the closing price of FFC Common Stock as reported
on NASDAQ-NMS was $14.00 per share.

On January ___, 1994, the most recent practicable date prior to the
printing of this Proxy Statement-Prospectus, the closing price of FFC Common
Stock as reported on NASDAQ-NMS was $_____ per share.

It is FFC's longstanding policy to pay dividends to its shareholders in
an amount equal to a minimum of 20% of net income for the trailing four
quarters.

PRICE RANGE OF NORTHLAND COMMON STOCK

The NorthLand Common Stock was authorized for trading on NASDAQ-NMS
under the symbol "NLSL" on August 27, 1986. Subsequent to NorthLand's name
change on August 8, 1989, NorthLand traded under the symbol "NLBW." On
October 23, 1991, the NorthLand Common Stock was deleted from NASDAQ-NMS due
to the lack of two market makers, but continues to trade in the over-the-
counter market. However, due to the low volume of trading activity and other
factors, there is considered to be no established public trading market. The
following table sets forth the range of high and low bid information of the
NorthLand Common Stock during the periods indicated. Such quotations reflect
interdealer prices, without retail markup, markdown or commission, and may not
necessarily represent actual transactions.

Low High
Quarter Ended:
December 31, 1991. . . . . . . . . . . . . . . . 12.50 13.00
March 31, 1992 . . . . . . . . . . . . . . . . . 13.00 13.00
June 30, 1992. . . . . . . . . . . . . . . . . . 13.00 13.50
September 30, 1992 . . . . . . . . . . . . . . . 13.50 13.50

December 31, 1992. . . . . . . . . . . . . . . . 13.50 14.00
March 31, 1993 . . . . . . . . . . . . . . . . . 14.00 14.00
June 30, 1993 . . . . . . . . . . . . . . . . . 14.00 14.50
September 30, 1993 . . . . . . . . . . . . . . . 14.50 17.50

During the fiscal years ended September 30, 1993 and 1992, NorthLand
paid dividends on the NorthLand Common Stock of $0.48 and $0.60 per share,
respectively.

THE NORTHLAND SPECIAL MEETING

General

This Proxy Statement-Prospectus is first being mailed to the holders of
NorthLand Shares on or about January ___, 1994, and is accompanied by a form
of proxy which is solicited by the Board of Directors of NorthLand for use at
the NorthLand Special Meeting to be held on Friday, February 18, 1994, at
2:00 p.m., local time, at the Chequamegon Hotel, 101 Lake Shore Drive,
Ashland, Wisconsin, and at any adjournment(s) or postponement thereof. The
purpose of the NorthLand Special Meeting is to consider and vote upon a
proposal to approve and adopt the Merger Agreement.

Representatives of Keller & Yoder, independent certified accountants for
NorthLand, are not expected to be present at the NorthLand Special Meeting to
answer questions or to make a statement.

Proxies

The accompanying form of proxy is for use at the NorthLand Special
Meeting and is being provided to the holders of NorthLand Common Stock. The
proxy may be revoked by the person giving it by appearing at the meeting and
electing to vote in person or by submitting a written notice of revocation or
submitting a duly executed proxy bearing a later date to NorthLand Bank of
Wisconsin, S.S.B., 221 Fourth Avenue West, Ashland, Wisconsin 54806,
Attn: Corporate Secretary; provided, that such notice or proxy must actually
be received by NorthLand prior to the taking of a vote at the NorthLand
Special Meeting. All shares of NorthLand Common Stock represented by valid
proxies received pursuant to this solicitation, and not revoked before they
are exercised, will be voted in the manner specified therein. If no
specification is made, the proxies will be voted in favor of approval and
adoption of the Merger Agreement. The Board of Directors of NorthLand is not
aware of any other matters that may be presented for action at the NorthLand
Special Meeting, but, if other matters do properly come before the NorthLand
Special Meeting, it is intended that shares represented by proxies in the
accompanying form will be voted by the persons named in the proxy in
accordance with their best judgment.

Solicitation of proxies may be made in person, by mail, or by telephone
or telegraph by directors, officers and regular employees of NorthLand, who
will not be specially compensated in such regard. All costs of solicitation
of proxies from NorthLand stockholders will be borne by NorthLand.

Record Date and Voting Rights

The Board of Directors of NorthLand has fixed the close of business of
January 11, 1994, as the NorthLand Record Date for the determination of
holders of NorthLand Common Stock entitled to receive notice of and to vote at
the NorthLand Special Meeting. On the NorthLand Record Date, there were
494,148 shares of NorthLand Common Stock issued and outstanding. Each share
of NorthLand Common Stock outstanding on the NorthLand Record Date is entitled
to one vote as to the proposal to approve and adopt the Merger Agreement and
as to any other matters that may properly come before the NorthLand Special
Meeting.

Pursuant to the Merger Agreement, approval and adoption of the Merger
Agreement will require the affirmative vote of the holders of a majority of
the outstanding shares of NorthLand Common Stock represented at the NorthLand
Special Meeting. Abstentions are included in the determination of shares
present and voting for purposes of determining whether a quorum exists, while
broker nonvotes are not. Neither abstentions nor broker nonvotes are counted
in determining whether a proposal has been approved.

All of the directors of NorthLand who had or shared the right to vote an
aggregate of 165,688 shares, or approximately 33.53%, of the issued and
outstanding shares of NorthLand Common Stock as of the NorthLand Record Date,
have each entered into an agreement with FFC pursuant to which each of them
has agreed, among other things, to vote all shares of NorthLand Common Stock
in which such stockholder has the right to vote in favor of approval and
adoption of the Merger Agreement. No consideration was paid to any of them
for entering into such agreement. FFC required that such agreements be
executed and delivered to them as a condition to FFC entering into the Merger
Agreement.

Recommendation

The Board of Directors of NorthLand has approved the Merger Agreement,
believes that the Merger is in the best interests of NorthLand and its
stockholders and recommends that holders of NorthLand Common Stock vote FOR
approval and adoption of the Merger Agreement. In making its recommendation,
the Board of Directors of NorthLand has considered, among other things, the
opinion of Baird that the consideration to be received in the aggregate of
NorthLand stockholders in the Merger is fair, from a financial point of view,
to the NorthLand stockholders. See "The Merger -- Background of and Reasons
for the Merger," "-- The Cornwell Valuation Report" and "-- The Baird Fairness
Opinion."

THE MERGER

General

Under the Merger Agreement, after satisfaction or waiver of all the
conditions described therein, NorthLand will merge with and into FF Bank, the
separate corporate existence of NorthLand will cease and FF Bank will be the
Surviving Corporation. The charter and bylaws of FF Bank will be the charter
and bylaws of the Surviving Corporation and the directors and officers of
FF Bank immediately prior to the Merger will be the directors and officers of
the Surviving Corporation immediately after the Merger. At the Effective
Time, all NorthLand Shares will be converted into the right to receive FFC
Shares as hereinafter provided. The shares of FF Bank common stock issued and
outstanding immediately prior to the Merger, all of which are owned by FFC,
will remain issued and outstanding and shall constitute the only shares of
capital stock of the Surviving Corporation issued and outstanding immediately
after the Merger.

Exchange Ratio

$17.01 -- $18.00 131.25%
18.01 -- 19.00 132.50%
19.01 -- 20.00 133.75%
20.01 and over 135.00%

"NorthLand Share Value" means the tangible net worth (as defined below)
of NorthLand as of the end of the month immediately preceding the closing date
for the Merger, divided by the number of issued and outstanding NorthLand
Shares on the closing date. The tangible net worth of NorthLand shall be the
audited September 30, 1993 stockholder's equity of NorthLand, reduced by the
then-outstanding cost in excess of net assets of acquired businesses, adjusted
by an amount equal to the Normalized Net Income of NorthLand, as defined
below, from October 1, 1993 to the last day of the month preceding the closing
date. "Normalized Net Income" means NorthLand's after-tax net income as
reported in accordance with generally accepted accounting principles less the
after-tax effect of the following: (i) gains on sales of assets, other than
gains on sales of newly originated fixed-rate mortgage loans in the ordinary
course of business and consistent with past practice, and other than gains
realized from the sale of North Land Finance, Inc., NorthLand's wholly owned
consumer finance subsidiary; (ii) changes in income arising from changes in
accounting estimates exceeding $1,000 and (iii) changes in income arising from
changes in accounting principles. Any adjustments to valuation allowances or
reserves for loan losses, whether relating to periods before or after
September 30, 1993, also shall be deducted from Normalized Net Income.
NorthLand has agreed to record additional reserves and liabilities totalling
$316,500 with respect to certain loans, environmental matters and a legal
proceeding, which amount will be deducted from Normalized Net Income. These
reserves primarily reflect nonreimbursable, borrower-related cleanup costs,
certain of which are based upon the results of environmental studies completed
after September 30, 1993. The deduction for these reserves will be offset by
the net after-tax gain from the sale of NorthLand's consumer finance
subsidiary. See "The Merger Agreement -- Sale of Consumer Finance
Subsidiary." It is the policy of FFC to provide estimated reserves for such
costs. For the purposes of determining the tangible net worth of NorthLand,
the Normalized Net Income of NorthLand can either be a positive or negative
number.

Exchange of NorthLand Stock Certificates

As soon as practicable after the Effective Time, the Exchange Agent will
mail to each holder of record of NorthLand Shares a letter of transmittal for
use in forwarding stock certificates previously representing NorthLand Shares
for surrender and exchange for certificates representing FFC Shares.

NORTHLAND STOCKHOLDERS SHOULD NOT SEND IN THEIR CERTIFICATES UNTIL THEY
RECEIVE THE LETTER OF TRANSMITTAL FROM THE EXCHANGE AGENT.

After the surrender of NorthLand stock certificates by a NorthLand
stockholder, together with a duly executed and completed letter of
transmittal, the Exchange Agent will deliver a certificate to such stockholder
representing the aggregate whole number of FFC Shares to which such
stockholder is entitled under the Merger Agreement, together with the amount
of unpaid dividends and distributions thereon, if any, and payment for
fractional shares, and the NorthLand stock certificates so surrendered will be
cancelled. No interest will accrue or be payable on any amount payable on
surrender of a certificate. If certificates for FFC Shares are to be issued
in the name of a person other than a person in whose name the NorthLand stock
certificates surrendered for exchange are registered, the person requesting
such issuance shall pay any transfer or other taxes required by reason of the
delivery of such stock certificate to a person other than the registered owner
of the certificates surrendered, or shall establish to the satisfaction of the
Exchange Agent that such tax has been paid or is not applicable. In no event
will the Exchange Agent, FFC, the Surviving Corporation or any other person be
liable to any person for any amount properly delivered to a public official
upon his request pursuant to applicable abandoned property, escheat or similar
laws.

Shares of FFC Common Stock are not savings accounts or deposits and are
not insured by the SAIF, as administered by the FDIC or any other governmental
authority.

As a result of the Merger, at the Effective Time and without any action
on the part of the holders thereof, all NorthLand Shares will cease to be
outstanding, will be retired and will cease to exist, and each holder of a
certificate formerly representing any NorthLand Shares will cease to have any
rights except the right to receive the number of whole FFC Shares into which
such NorthLand Shares would have been converted, unpaid dividends and
distributions on such FFC Shares, if any, and cash in lieu of fractional
shares.

Background of and Reasons for the Merger

During 1992, two potential acquirors contacted NorthLand and discussions
were held with these parties regarding the potential acquisition of NorthLand.
No offers resulted from these discussions. Towards the end of 1992, at the
direction of the Board of Directors, Cornwell was engaged to perform an
analysis of the prospective future fair market value of the outstanding
NorthLand Common Stock and Cornwell prepared and delivered to NorthLand the
Cornwell Valuation Report in January of 1993. See "The Merger -- The Cornwell
Valuation Report."

The 1993 Annual Meeting of Shareholders (the "1993 Meeting") of
NorthLand was held on January 25, 1993 for the purpose of electing three
members to the Board of Directors and ratifying the appointment of independent
auditors. In connection with the 1993 Meeting, certain of NorthLand's
shareholders (the "Group") filed a preliminary proxy statement with the OTS in
opposition to management's nominees for the three positions. The Group, which
held approximately 30% of the outstanding NorthLand Common Stock at that time,
desired management to more actively discuss a potential sale of NorthLand.
The Group consisted of Messrs. Halker (a current director and a director at
that time), Anich (a current director), O'Leary (a current director), Henry
Martinsen (former President and Chief Executive Officer), Jack Martinsen
(brother of Henry Martinsen) and LaPort (a shareholder). Subsequent thereto
and prior to the dissemination of the Group's proxy statement to NorthLand's
shareholders, the Board of Directors and the Group (except Mr. LaPort)
commenced negotiations to avoid a costly and potentially disruptive election
contest, agreeing to the following on January 11, 1993:

(1) The members of the Board of Directors at such time and the Group
will vote their shares in favor of management nominees for directors until a
date six months after the date of the 1994 Annual Meeting of Shareholders.

(2) The Board of Directors was expanded from eight to ten members
immediately after the 1993 Meeting. The two newly created Board positions
were filled by the appointment of Group members, Matthew F. Anich and
Robert J. O'Leary, until the 1994 Annual Meeting of Shareholders, at which
time they will stand for election.

(3) The Board of Director terms will be staggered as follows:

-- Directors Maitland, Nelson and Tyndall have
terms expiring in 1996.

-- Directors Lee and Malmberg have terms
expiring in 1995.

-- Directors Halker, Larson, O'Leary and
Masterson will be nominated for election
with three-year terms at the 1994 Annual
Meeting of Shareholders.

-- Director Anich will be nominated for a one-
year term at the 1994 Annual Meeting of
Shareholders.

Thereafter, discussions continued with one potential acquiror. In June
or July 1993, FFC expressed an interest in acquiring NorthLand and discussions
with FFC ensued.

In August 1993, both FFC and one of the other potential acquirors
submitted letter of intent acquisition proposals to NorthLand. FFC's offer
valued the outstanding NorthLand Common Stock at $12,969,000, which
represented approximately 126% of NorthLand's tangible net value at June 30,
1993 (stockholders' equity reduced by the then outstanding excess of net
assets of acquired businesses). The other potential acquiror's offer valued
the outstanding NorthLand Common Stock at 112% of book value per share, less
various adjustments. This represented approximately 120% of tangible net
value at June 30, 1993, before deduction for required adjustments. The other
potential acquiror's offer also required the divestiture of NorthLand's
subsidiary, NorthLand Oil.

The Board of Directors considered the proposals, both of which provided
for a purchase price in excess of the value range for NorthLand Common Stock
set forth in the Cornwell Valuation Report. The Board of Directors concluded
that the acquisition of NorthLand by either of FFC or the other potential
acquiror was in the best interests of NorthLand and its stockholders for the
following reasons:

1. The price being offered by each potential acquiror was in excess of
the fair market value range indicated for the NorthLand Common Stock in the
Cornwell Valuation Report and the Board believed that the prices offered could
be increased further.

2. The turnaround in the financial condition of NorthLand, since new
management was elected in 1990, was substantially complete, as were increases
in the value of NorthLand's Common Stock due to the turnaround. Turnaround
achievements included the improvement of NorthLand's loan portfolio quality,
including a reduction in its delinquency ratio, the increase of NorthLand's
loan reserves to above thrift industry norms, the establishment of effective
operational controls and institutional policies and procedures and the
establishment of consistent core earnings.

3. The acquisition would be structured as a tax-free reorganization,
under which the NorthLand Common Stock held by NorthLand's stockholders would
be converted into stock of the acquiror.

4. The Board's opinion that each of the potential acquirors were sound
business organizations, whose stock represented a sound investment for
NorthLand's shareholders to receive in exchange for their NorthLand Common
Stock.

5. The stock of each acquiror was listed on the NASDAQ-NMS, whereas,
NorthLand Common Stock was sold over-the-counter. Therefore, there was a
better public market for each potential acquiror's stock and an investment in
either potential acquiror's stock would be more liquid than in the NorthLand
Common Stock.

6. NorthLand customers would continue to be serviced by the acquiror
and services offered to customers would be increased.

7. A majority of NorthLand employees would be retained by the acquiror,
with nonretained employees receiving severance pay and counseling services.

The Board drafted substantially identical offers in the form of a letter
of intent for each of the two potential acquirors, setting forth the terms
upon which NorthLand would merge into each acquiror. The purchase price in
each offer was based upon 130% of the tangible net value of NorthLand, and was
higher than that offered by either potential acquiror in their previous
proposals. The potential acquirors were notified that NorthLand's offer would
be sent to them simultaneously via facsimile and that the first acceptance
received would control. FFC accepted NorthLand's letter of intent offer and
the other potential acquiror did not.

Negotiations ensued then with FFC for the definitive Merger Agreement.
The Merger Agreement was approved by FFC's and FF Bank's Boards of Directors
on September 15, 1993 and by NorthLand's Board of Directors on September 20
and 27, 1993. The Merger Agreement was then entered into on October 13, 1993.

Recommendation of the NorthLand Board of Directors

The Board of Directors of NorthLand has approved the Merger Agreement
and recommends a vote FOR approval and adoption of the Merger Agreement by the
stockholders of NorthLand.

The Cornwell Valuation Report

NorthLand engaged Cornwell to perform an analysis of the prospective
fair market value of the outstanding NorthLand Common Stock and received from
Cornwell the Cornwell Valuation Report dated January 14, 1993. The principal
of Cornwell, John G. Cornwell, has many years of experience in the investment
industry with expertise in the area of financial institution equities and the
valuation thereof. The Cornwell Valuation Report concluded that the fair
market value of outstanding NorthLand Common Stock during the next five years
would likely be within a range of 7.5 to 8.5 times earnings using a price to
earnings method of valuation and within a range of 75% to 85% of book value
per share using a book value method of valuation. For purposes of the
Cornwell Valuation Report, "fair market value" was defined as the price at
which a small (e.g., noncontrol) amount of stock would change hands between a
knowledgeable buyer and seller, neither being under any undue compulsion.
NorthLand paid Cornwell a fee of $8,000 for the Cornwell Valuation Report. A
copy of the Cornwell Valuation Report is attached hereto as Annex A.
Stockholders of NorthLand are urged to read the Cornwell Valuation Report in
its entirety for a discussion of the assumptions made, methods used and
factors considered in rendering the opinions in such report.

The Baird Fairness Opinion

On January 13, 1994, Baird delivered its written opinion to the Board
of Directors of NorthLand to the effect that, as of the date of its opinion,
the exchange ratio set forth in the Merger Agreement, which will be used to
determine the number of shares of FFC Common Stock into which each NorthLand
Share will be converted in the Merger, is fair to the NorthLand stockholders
from a financial point of view. The opinion of Baird sets forth the
assumptions made, the matters considered and the scope of the review
undertaken in rendering such opinion. A copy of Baird's opinion letter dated
January 13, 1994 is attached as Annex B to this Proxy Statement-Prospectus
and should be read carefully by NorthLand stockholders in its entirety.

As compensation for the Baird Fairness Opinion, NorthLand has agreed to
pay Baird a fee of $25,000. In addition, NorthLand has agreed to reimburse
Baird for reasonable out-of-pocket expenses incurred in connection with the
Merger and to indemnify Baird against certain liabilities, including
liabilities that may arise under the federal securities laws.

Interest of Certain Person in the Merger

Subsequent to the Merger, it is contemplated that Michael V. Masterson,
the President and Chief Executive Officer and a director of NorthLand will be
offered employment by FF Bank as a regional vice president encompassing
NorthLand's current area of operations. Although no written agreement has
been or is expected to be entered into between Mr. Masterson and FF Bank
regarding such employment, Mr. Masterson's expected compensation would
approximate his current base salary and a bonus similar to that provided to
other regional vice presidents of FF Bank.

Accounting Treatment

The Merger is intended to qualify as a pooling-of-interests for
accounting and financial reporting purposes. Under the pooling-of-interests
method of accounting, the recorded assets and liabilities of FF Bank and its
subsidiaries, and those of NorthLand and its subsidiaries, will be carried
forward to the Surviving Corporation at their recorded amounts. Revenues and
expenses of the Surviving Corporation will include revenues and expenses of
FF Bank and NorthLand for the entire fiscal years in which the combination
occurs; however, the reported revenues and expenses of FF Bank and NorthLand
for prior fiscal years will not be combined and restated.

Certain Federal Income Tax Consequences

The following is a summary of the material federal income tax
consequences of the Merger. NorthLand stockholders are urged to consult their
own tax advisors as to specific tax consequences to them of the Merger,
including the applicability and effect of federal, state, local and other tax
laws.

It is intended and expected that the Merger will constitute a tax-free
exchange for federal income tax purposes. If the Merger does so qualify,
generally (i) no gain or loss will be recognized by the NorthLand stockholders
upon the receipt of FFC Shares in exchange for the NorthLand Shares (except as
discussed below with respect to cash received in lieu of a fractional interest
in FFC Shares), (ii) the basis of the FFC Shares received by the NorthLand
stockholders will be the same as the basis of the NorthLand Shares surrendered
in exchange therefor (reduced by any amount allocable to a fractional share
interest for which cash is received) and (iii) the holding period of FFC
Shares received by the NorthLand stockholders will include the holding period
of the NorthLand Shares surrendered in exchange therefor, provided the
NorthLand Shares are held as a capital asset of the Effective Time. A
NorthLand stockholder who is entitled to receive cash in lieu of a fractional
FFC Share in connection with the Merger will recognize gain (or loss) equal to
the difference between such cash amount and the stockholder's basis in the
fractional share, and any gain or loss recognized will be capital gain (or
loss) if the NorthLand Shares held by such stockholder are a capital asset at
the Effective Time.

Consummation is subject to prior receipt by FFC of an opinion of counsel
as to federal income taxation consequences of the Merger to FFC.

The foregoing is a summary of the anticipated federal income tax
consequences of the Merger and is for general information only. It does not
include consequences of foreign, state, local or other tax laws or special
consequences to particular stockholders having special situations. NorthLand
stockholders should consult their own tax advisors regarding specific tax
consequences of the Merger to them, including the application and effect of
federal, foreign, state and local tax laws and tax consequences of subsequent
sales of FFC Shares.

Regulatory Matters

The Merger is subject to the approval of the Wisconsin Commissioner (as
to NorthLand, FFC and FF Bank) and the OTS (as to FFC and FF Bank). FFC and
FF Bank filed an application with the OTS on November 30, 1993, NorthLand
filed an application with the Wisconsin Commissioner on December 13, 1993, and
FFC and FF Bank filed an application with the Wisconsin Commissioner on
December 13, 1993. Such applications are pending before the OTS and the
Wisconsin Commissioner. The consummation of the Merger is subject to the
approvals of the OTS and the Wisconsin Commissioner with respect to the
respective appli-cations filed with them. The Merger may not be consummated
until 30 days after the OTS approval is obtained.

There can be no assurance as to the timing of such approvals, if given,
or as to the conditions on which they will be given. Such conditions may not
be acceptable to FFC and/or NorthLand. When such approvals are received,
material changes to the Merger Agreement or other material changes may be
imposed which could require a resolicitation of NorthLand's shareholders for
approval of the Merger. Such conditions or changes, however, are not
anticipated.

Restrictions on Resales by Affiliates

Although the FFC Shares to be issued to NorthLand stockholders in the
Merger have been registered under the Securities Act, any transfer of such
shares by any person who is an "affiliate" (as such term is defined under the
Securities Act) of NorthLand at the time the Merger was approved by the Board
of Directors of NorthLand or who becomes an affiliate of FFC will, under
existing law, require either (a) the further registration under the Securities
Act of FFC Shares to be transferred, (b) compliance with Rule 145 (in the case
of affiliates of NorthLand or Rule 144 (in the case of affiliates of FFC)
promulgated under the Securities Act or (c) the availability of another
exemption from registration under the Securities Act. Persons who may be
deemed to be affiliates of NorthLand or FFC generally include individuals or
entities that, directly or indirectly through one or more intermediaries,
control, are controlled by, or are under common control with NorthLand or FFC,
and may include certain directors and officers of such party, as well as
principal stockholders of such party. Stop transfer instructions will be
given by FFC to its transfer agent with respect to the FFC Shares owned or to
be received by persons subject to the restrictions described above, and the
certificates for such stock may be appropriately legended. This Proxy
Statement-Prospectus may not be used by any such affiliate for the resale of
any FFC Shares received pursuant to the Merger.

THE MERGER AGREEMENT

The following is a brief summary of certain provisions of the Merger
Agreement. This summary is qualified in its entirety by reference to the full
text of the Merger Agreement.

<PAGE>
The Merger

The Merger Agreement provides that, upon the terms and subject to the
conditions of the Merger Agreement, at the Effective Time, NorthLand will be
merged with and into FF Bank and the separate corporate existence of NorthLand
will thereupon cease. FF Bank will be the Surviving Corporation of the Merger
and the separate corporate existence of FF Bank with all its rights,
privileges, immunities, powers and franchises will continue unaffected by the
Merger. The Merger will have the effects specified in the Merger Agreement
and the Combination Agreement attached as Exhibit 1.01 of the Merger
Agreement.

Upon approval of the Merger Agreement at the NorthLand Special Meeting,
and provided that the Merger Agreement has not been terminated or abandoned,
FF Bank and NorthLand will cause the Combination Agreement to be executed and
filed with the OTS. The Merger will be effective if approved by the OTS and
will become effective on the date specified by the OTS in its approval of the
Merger.

Sale of Consumer Finance Subsidiary

Under the Merger Agreement, NorthLand is to use its best efforts to
enter into a binding contract to sell its consumer finance subsidiary, North
Land Finance, Inc. ("NL Finance"). Such contract is subject to approval by
FFC, but NorthLand may terminate the Merger Agreement if FFC does not approve
the contract. Any gain or loss from the sale will be included in the tangible
net worth of NorthLand for purposes of determining the FFC Shares into which
the NorthLand Shares are to be converted upon consummation of the Merger.

On December 28, 1993, NL Finance entered into an Asset Purchase
Agreement (the "NL Finance Sales Agreement") with Wisconsin Finance
Corporation ("WFC"), providing for the sale of the accounts and certain other
assets of NL Finance to WFC. FFC has approved the NL Finance Sales Agreement.
The closing of the sale contemplated by the NL Finance Sales Agreement
occurred on January 5, 1994. The purchase price was $7,389,767 and a net
after-tax gain of approximately $394,000 was realized from the sale. The gain
will be included in calculating the NorthLand Share Value, which will be used
to determine the number of FFC Shares to be received by NorthLand's
stockholders. Since the NorthLand Share Value is to be multiplied by a
minimum of 130% in calculating the number of FFC Shares to be received, the
value of FFC Shares to be received by NorthLand stockholders that is
attributable to the estimated net after-tax $394,000 gain would be at least
$512,200, or $1.04 per NorthLand Share. However, this amount is expected to
be substantially offset by the establishment of $316,500 of additional
reserves in connection with the Merger. See "The Merger -- Exchange Ratio.

Under the NL Finance Sales Agreement, upon the happening of certain
events such as a breach of a representation by NL Finance, and notice being
given by WFC on or prior to February 24, 1994, NL Finance may be required to
pay indemnification to WFC or repurchase certain accounts (but not in excess
of $250,000 of accounts) from WFC. Any indemnification so required will cause
a reduction in NorthLand's tangible net worth (used in calculating the
NorthLand Share Value) in the amount of the indemnification paid. If
NorthLand repurchases any account, this will cause a reduction in NorthLand's
tangible net worth in an amount to be negotiated by NorthLand and FFC with
respect to the account repurchased. NorthLand's management does not believe
that NorthLand will be required to pay any material amount of indemnification
or to repurchase any material amount of accounts.

Representations and Warranties

The Merger Agreement contains various representations and warranties
relating to, among other things: (a) the organization of FFC, FF Bank,
NorthLand and NorthLand's subsidiaries and similar corporate matters; (b) the
capital structure of NorthLand; (c) authorization, execution, delivery,
performance and enforceability of the Merger Agreement and related matters;
(d) required consents, approvals or waivers, conflicts under charters or
bylaws and violations of any instruments or of law; (e) the accuracy of
certain financial statements; (f) absence of material adverse changes;
(g) litigation and other legal proceedings concerning NorthLand;
(h) disclosure of certain agreements of NorthLand; (i) compliance with laws;
(j) NorthLand tax matters; (k) NorthLand retirement and other employee plans
and matters relating to ERISA; (l) NorthLand real and personal property and
NorthLand environmental matters; (m) NorthLand loans; (n) NorthLand insurance;
(o) NorthLand labor matters and (p) NorthLand transactions with related
parties. The representations and warranties do not survive the closing of the
Merger.

Certain Covenants

Pursuant to the Merger Agreement, NorthLand has agreed that during the
period from the date of the Merger Agreement until the Effective Time it
will: (a) carry on its business in the ordinary course and (b) not take
certain actions, except as permitted by the Merger Agreement, FFC or FF Bank.

FF Bank has agreed to retain as many NorthLand employees as necessary
for the continued operation of NorthLand's branch offices subsequent to the
closing, except for such positions as may be eliminated in the consolidation
of NorthLand's Minocqua branch office and FF Bank's Minocqua branch office.
FF Bank has also agreed to endeavor to place qualified other NorthLand
personnel in positions at FF Bank. NorthLand employees who are not offered
employment at FF Bank and who are either employed on the data processing
conversion date or terminated between the closing date and the data processing
conversion date are to receive severance benefits, placement and other
counseling services.

FFC is causing to be performed certain environmental assessments with
respect to real estate of NorthLand and NorthLand and Buyer are to share
equally the costs incurred for such assessments.

Solicitation of Other Transactions and Break-Up Fee

NorthLand is not to solicit, initiate or engage in or authorize the
solicitation of any discussions or negotiations with, or provide any
information to, any third party concerning the sale of NorthLand Common Stock
or a merger, sale of substantial assets or other similar transaction involving
NorthLand, provided that NorthLand may engage in such discussions and
negotiations and provide such information if NorthLand's counsel advises the
Board of Directors that it has a fiduciary obligation to do so. If the Merger
Agreement is terminated for certain reasons and if within 18 months after such
termination NorthLand enters into a letter of intent or definitive agreement
for the acquisition, merger, consolidation, liquidation or dissolution of
NorthLand, the sale or exchange of all or a substantial part of the capital
stock or assets of NorthLand or any other business combination involving
NorthLand (except the sale of North Land Finance, Inc.), NorthLand has agreed
to pay FFC a break-up fee equal to $1 million plus all of the expenses of FFC
or FF Bank related to the transactions contemplated by the Merger Agreement up
to $250,000.

Conditions to the Merger

The respective obligations of FFC, FF Bank and NorthLand to consummate
the Merger are subject to the fulfillment of conditions, including that all
necessary regulatory approvals have been obtained. Among the conditions to
which NorthLand's obligations are subject are the following: (i) the
transactions contemplated by the Merger Agreement shall have been approved by
the affirmative vote of the holders of a majority of the NorthLand Shares
represented at the NorthLand Special Meeting and (ii) NorthLand shall have
received from counsel for FFC and FF Bank a legal opinion in form reasonably
acceptable to NorthLand. Among the conditions to which the obligations of FFC
and FF Bank are subject are the following: (i) no material adverse change
shall have occurred with respect to the business, operations, financial
condition or prospects of NorthLand, (ii) FFC and FF Bank shall have received
from Michael, Best & Friedrich, counsel for NorthLand, a legal opinion in form
reasonably acceptable to them, (iii) no approval or consent of any
governmental agency having jurisdiction over the Merger shall contain in
condition, obligation or other term which FFC and FF Bank reasonably
determines would have a material adverse effect on the business, operations,
financial condition of prospects of NorthLand, FFC or FF Bank after
consummation of the Merger and (iv) the Merger shall qualify for accounting
purposes as a pooling of interests. It is anticipated that the opinion of
Michael, Best & Friedrich will cover such items as the valid existence of
NorthLand, the corporate power of NorthLand to carry on its business, the
authorized capital stock of NorthLand, the due authorization of the Merger
Agreement by NorthLand, the binding nature of the Merger Agreement on
NorthLand, the receipt of necessary regulatory and other approvals and similar
matters.

Termination

The Merger Agreement may be terminated upon the occurrence of certain
events. Some of the events upon which any party may terminate the Merger
Agreement are as follows: (i) the closing of the Merger has not occurred by
October 13, 1994 and (ii) the Merger Agreement is not approved by the
necessary shareholder vote at the NorthLand Shareholder Meeting. The
discussion under "The Merger Agreement -- Sale of Consumer Finance Subsidiary"
sets forth certain events upon which NorthLand may terminate the Merger
Agreement. Some of the events upon which FFC or FF Bank may terminate the
Merger Agreement are as follows: (i) the FFC Share Value is less than $12 and
(ii) NorthLand fails to provide for any additional reserve or allowance for
possible losses that is requested by FFC or FF Bank. In addition, if
requested by the Wisconsin Commissioner, OTS, FDIC or NorthLand's independent
auditors to provide additional reserves or allowances for possible losses,
NorthLand has agreed to do so, but, if it fails to do so, the sole remedy of
FFC or FF Bank is to terminate the Merger Agreement and be reimbursed by
NorthLand for their out-of-pocket costs incurred prior to the termination up
to a maximum amount of $150,000.

Expenses

Whether or not the Merger is consummated, all costs and expenses
incurred in connection with the Merger Agreement and the transactions
contemplated thereby shall be paid by the party incurring such costs and
expenses, except as discussed under "The Merger Agreement -- Solicitation of
Other Transactions and Break-up Fee" and "-- Certain Covenants," above.

PRO FORMA COMBINED FINANCIAL INFORMATION

Under the Merger Agreement, NorthLand is to be merged into FF Bank and
all issued and outstanding NorthLand Shares are to be converted into the right
to receive FFC Shares. See "The Merger."

The following Pro Forma Combined Statement of Financial Condition as of
September 30, 1993 combines the historical consolidated statements of
financial condition of FFC and NorthLand as if the Merger had occurred on
September 30, 1993, after giving effect to pro forma adjustments described in
the accompanying notes.

The following Pro Forma Combined Statements of Income are presented as
if the Merger had been consummated at the beginning of each period presented.
FFC's fiscal year ends December 31 and NorthLand's ends September 30. In the
Pro Forma Combined Statement of Income, NorthLand's results of operations are
presented consistent with the fiscal year of FFC. The Pro Forma Combined
Statements of Income for the nine months ended September 30, 1993 present the
combined results of operations of FFC and NorthLand for the period indicated.
The Pro Forma Combined Statements of Income for the years ended December 31,
1992, 1991 and 1990 present the combined results of operations of FFC for the
fiscal years ended December 31, 1992, 1991 and 1990 with the results of
operations of NorthLand for the fiscal years ended September 30, 1992, 1991
and 1990, respectively.

The Pro Forma Combined Financial Information and the related notes
reflect the application of the pooling-of-interests method of accounting.
Under this method of accounting, the recorded assets, liabilities, income and
expenses of FFC and NorthLand and reporting policies of FFC and NorthLand are
combined and recorded at their historical cost-based amounts. The significant
accounting and reporting policies of FFC and NorthLand differ in minor
respects and no effect has been given to such variances in the Pro Forma
Combined Financial Information, except as noted in the related notes thereto.
Certain historical information of NorthLand has been reclassified to conform
to FFC's financial statement presentation.

The Pro Forma Combined Financial Information included within is not
necessarily indicative of the consolidated financial position or results of
future operations of the combined entity or the actual results that would have
been achieved had the Merger been consummated prior to the periods indicated.
The Pro Forma Combined Financial Information should be read in conjunction
with the separate historical consolidated financial statements and related
notes of FFC and NorthLand.

<PAGE>

FIRST FINANCIAL CORPORATION
NORTHLAND BANK OF WISCONSIN, S.S.B.
PRO FORMA COMBINED STATEMENT OF FINANCIAL CONDITION
At September 30, 1993
<TABLE>
<CAPTION>

Pro Forma
FFC NorthLand Adjustments Combined
(in thousands)
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 122,492 $ 3,390 $ 0 $ 125,882
Securities available for sale 80,000 80,000
Investment securities 178,604 5,999 0 184,603
Mortgage-related securities 1,316,429 18,623 0 1,335,052
Loans available for sale 100,507 0 100,507
Loans receivable 2,736,168 95,666 0 2,831,834
Accrued interest on loans 25,457 971 0 26,428
Foreclosed properties and
repossessed assets 7,51683 0 7,599
Real estate held for
investment or sale 17,027 0 17,027
Office properties and equipment 50,982 2,462 0 53,444
Cost in excess of net assets
of acquired businesses 3,208 726 0 3,934
Core deposit intangibles 29,796 0 29,796
Other assets 63,357 740 0 64,097

$4,731,543 $ 128,660 $ 0 $4,860,203

LIABILITIES AND STOCKHOLDERS'
EQUITY
Deposits $4,089,930 $114,452 $ 0 $4,204,382
Federal Home Loan Bank
advances and other borrowings 324,036 1,000 0 325,036
Advance payments by borrowers
for taxes and insurance 56,862 453 0 57,315
Other liabilities 39,637 1,569 0 41,206

Total liabilities 4,510,465 117,474 0 4,627,939

Stockholders' equity:
Serial preferred stock 0 0 0 0
Common stock 23,560 494 329(A) 24,383
Additional paid-in capital 27,275 4,294 (329)(A) 31,240
Retained earnings,
substantially restricted 170,243 6,398 0 176,641

Total stockholders' equity 221,078 11,186 0 232,264

$4,731,543 $128,660 $ 0 $4,860,203
</TABLE>

<PAGE>

FIRST FINANCIAL CORPORATION
NORTHLAND BANK OF WISCONSIN, S.S.B.
PRO FORMA COMBINED STATEMENT OF INCOME
For The Nine Months Ended September, 1993
<TABLE>
Pro Forma (B) (C)
FFC NorthLand Adjustments Combined
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Interest income:
Mortgage loans $119,927 $4,088 $ 0 $124,015
Mortgage-related securities 66,694 1,255 0 67,949
Other loans 59,568 2,626 0 62,194
Investments 8,405 333 0 8,738
Total interest income 254,594 8,302 0 262,896
Interest expense:
Deposits 128,329 3,809 0 132,138
Borrowings 15,537 39 0 15,576
Total interest expense 143,866 3,848 0 147,714
Net interest income 110,728 4,454 0 115,182
Provision for losses on loans 7,824 374 0 8,198
102,904 4,080 0 106,984
Noninterest income:
Loan fees and service charges 6,455 113 0 6,568
Deposit account service fees 5,595 423 0 6,018
Insurance commissions 4,822 15 0 4,837
Service fees on loans sold 4,229 62 0 4,291
Gain on sale of mortgage loans 5,120 123 0 5,243
Gain on sale of securities 0 194 0 194
Other 1,424 186 0 1,610
Total noninterest income 27,645 1,116 0 28,761
Operating income 130,549 5,196 0 135,745
Noninterest expense:
Compensation and benefits 33,359 1,943 0 35,302
Data processing 5,616 272 0 5,888
Occupancy 5,680 439 0 6,119
Federal deposit insurance
premiums 5,080 191 0 5,271
Amortization of intangible
assets 4,815 80 0 4,895
Other 25,251 836 0 26,087
Total noninterest expense 79,801 3,761 0 83,562
Income before income taxes 50,748 1,435 0 52,183
Income taxes 18,705 654 0 19,359
Net income $ 32,043 $ 781 $ 0 $ 32,824
Earnings per share (D):
Primary $ 1.35 $ 1.58 $ 1.34
Fully diluted $ 1.32 $ 1.58 $ 1.31
Weighted average common equivalent
shares (D):
Primary 23,724 494 329 24,547
Fully diluted 24,243 494 329 25,066
</TABLE>

<PAGE>

FIRST FINANCIAL CORPORATION
NORTHLAND BANK OF WISCONSIN, S.S.B.
PRO FORMA COMBINED STATEMENT OF INCOME
For The Year Ended December 31, 1992
<TABLE>
<CAPTION>
Pro Forma (B)(C)
FFC NorthLand Adjustments Combined
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Interest income:
Mortgage loans $131,206 $ 5,818 $ 0 $137,024
Mortgage-related securities 83,040 2,042 0 85,082
Other loans 73,148 3,619 0 76,767
Investments 9,477 693 0 10,170
Total interest income 296,871 12,172 0 309,043
Interest expense:
Deposits 174,042 6,725 0 180,767
Borrowings 7,854 88 0 7,942
Total interest expense 181,896 6,813 0 188,709
Net interest income 114,975 5,359 0 120,334
Provision for losses on loans 13,851 1,615 0 15,466
101,124 3,744 0 104,868
Noninterest income:
Loan fees and service charges 8,566 148 0 8,714
Deposit account service fees 5,933 587 0 6,520
Insurance commissions 5,666 18 0 5,684
Service fees on loans sold 4,395 97 0 4,492
Gain on sale of mortgage loans 4,859 243 0 5,102
Gain on sale of securities 41 288 0 329
Other 2,749 163 0 2,912
Total noninterest income 32,209 1,544 0 33,753
Operating income 133,333 5,288 0 138,621
Noninterest expense:
Compensation and benefits 37,177 2,388 0 39,565
Data processing 6,622 464 0 7,086
Occupancy 5,973 504 0 6,477
Federal deposit insurance premiums 6,968 271 0 7,239
Amortization of intangible assets 3,713 107 0 3,820
Other 28,258 1,226 0 29,484
Total noninterest expense 88,711 4,960 0 93,671
Income before income taxes and
cumulative effect of a change
in accounting principle 44,622 328 0 44,950
Income taxes 16,190 211 0 16,401
Net Income from continuing operations 28,432 117 0 28,549
Earnings per share (D):
Primary $ 1.21 $ 0.24 $ 1.17
Fully diluted $ 1.19 $ 0.24 $ 1.15
Weighted average common equivalent
shares (D):
Primary 23,498 494 329 24,321
Fully diluted 23,822 494 329 24,645
</TABLE> <PAGE>

FIRST FINANCIAL CORPORATION
NORTHLAND BANK OF WISCONSIN, S.S.B.
PRO FORMA COMBINED STATEMENT OF INCOME
For The Year Ended December 31, 1991
<TABLE>
<CAPTION>

Pro Forma (B) (C)
FFC NorthLand Adjustments Combined
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Interest income:
Mortgage loans $ 143,574 $ 6,878 $ 0 $ 150,452
Mortgage-related securities 67,650 2,354 0 70,004
Other loans 75,204 3,019 0 78,223
Investments 13,653 841 0 14,494
Total interest income 300,081 13,092 0 313,173
Interest expense:
Deposits 199,768 8,259 0 208,027
Borrowings 3,981 89 0 4,070
Total interest expense 203,749 8,348 0 212,097
Net interest income 96,332 4,744 0 101,076
Provision for losses on loans 18,333 733 0 19,066
77,999 4,011 0 82,010
Noninterest income:
Loan fees and service charges 8,223 94 0 8,317
Deposit account service fees 5,053 703 0 5,756
Insurance commissions 5,681 24 0 5,705
Service fees on loans sold 6,920 116 0 7,036
Gain on sale of mortgage loans 3,241 0 0 3,241
Gain on sale of securities 2,319 21 0 2,340
Other 2,894 251 0 3,145
Total noninterest income 34,331 1,209 0 35,540

Operating income 112,330 5,220 0 117,550
Noninterest expense:
Compensation and benefits 34,047 2,096 0 36,143
Data processing 6,339 327 0 6,666
Occupancy 6,558 506 0 7,064
Federal deposit insurance premiums 6,276 262 0 6,538
Amortization of intangible assets 2,790 122 0 2,912
Other 25,385 1,145 0 26,530
Total noninterest expense 81,395 4,458 0 85,853
Income before income taxes 30,935 762 0 31,697
Income taxes 12,409 308 0 12,717
Net income $ 18,526 $ 454 $ 0 $ 18,980
Earnings per share (D):
Primary $ 0.80 $ 0.92 $ 0.79
Fully diluted $ 0.79 $ 0.92 $ 0.78
Weighted average common equivalent shares (D):
Primary 23,114 494 329 23,937
Fully diluted 23,395 494 329 24,218
</TABLE>

<PAGE>

FIRST FINANCIAL CORPORATION
NORTHLAND BANK OF WISCONSIN, S.S.B.
PRO FORMA COMBINED STATEMENT OF INCOME
For The Year Ended December 31, 1990
<TABLE>
<CAPTION>
Pro Forma (B) (C)
FFC NorthLand Adjustments Combined
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Interest income:
Mortgage loans $ 157,603 $ 6,253 $ 0 $ 163,856
Mortgage-related securities 39,023 2,266 0 41,289
Other loans 79,594 3,435 0 83,029
Investments 15,921 1,011 0 16,932
Total interest income 292,141 12,965 0 305,106

Interest expense:
Deposits 196,323 8,490 0 204,813
Borrowings 8,425 107 0 8,532
Total interest expense 204,748 8,597 0 213,345

Net interest income 87,393 4,368 0 91,761
Provision for losses on loans 16,044 1,119 0 17,163
71,349 3,249 0 74,598

Noninterest income:
Loan fees and service charges 7,280 117 0 7,397
Deposit account service fees 3,530 543 0 4,073
Insurance commissions 6,026 53 0 6,079
Service fees on loans sold 8,604 120 0 8,724
Gain on sale of mortgage loans 451 0 0 451
Gain (loss) on sale of securities 1,052 (123) 0 929
Other 4,440 120 0 4,560
Total noninterest income 31,383 830 0 32,213

Operating income 102,732 4,079 0 106,811
Noninterest expense:
Compensation and benefits 32,465 2,061 0 34,526
Data processing 5,702 196 0 5,898
Occupancy 6,658 592 0 7,250
Federal deposit insurance premiums 4,792 242 0 5,034
Amortization of intangible assets 2,521 137 0 2,658
Other 24,702 1,117 0 25,819
Total noninterest expense 76,840 4,345 0 81,185
Income (loss) before income taxes 25,892 (266) 0 25,626
Income taxes (credit) 9,870 (66) 0 9,804
Net income (loss) $ 16,022 $ ( 200) $ 0 $ 15,822
Earnings (loss) per share (D):
Primary $ 0.70 $ (0.40) $ 0.66
Fully diluted $ 0.70 $ (0.40) $ 0.66
Weighted average common equivalent shares (D):
Primary 23,006 494 329 23,829
Fully diluted 23,006 494 329 23,829
</TABLE>

<PAGE>

Notes to Pro Forma Combined Financial Information

(A) Represents an adjustment to common stock reflecting the par value
of FFC Shares to be issued in conjunction with the Merger and a related
adjustment to additional paid-in capital. FFC Shares to be issued in
connection with the Merger were determined by multiplying the number of
outstanding NorthLand Common Stock by 1.6652, an assumed exchange ratio
determined using an FFC Share Value of $16.525 (the average closing price of
FFC Common Stock over the five-trading-day period ended December 31, 1993) and
a NorthLand Share Value of $27.52 as of September 30, 1993.. See "The
Merger -- Exchange Ratio" for further details relative to the methodology for
determining the NorthLand Share Value and the number of FFC Shares to be
issued. The $316,500 of additional reserves that NorthLand has agreed to take
(see "The Merger -- Exchange Ratio") and the net after-tax gain of
approximately $394,000 realized upon the sale of NL Finance (see "The Merger
Agreement -- Sale of Consumer Finance Subsidiary") have not been included in
the calculation of such assumed exchange ratio because the tax-effected change
would not be material.

(B) Additional accruals or reserves that may be necessary with
restructuring or reorganization charges relating to the Merger are not
reflected in the Pro Forma Combined Statements of income since they are not
anticipated to have a significant and/or continuing impact on FFC.

(C) FFC anticipates that, subsequent to the Merger, significant cost
savings will be realized through consolidation of operations, including data
processing and certain administrative office functions. The extent of the
cost savings realized and the timing of these savings may vary from management
expectations and may be negatively influenced by economic conditions,
inflation and regulatory actions (such as an increase in FDIC insurance
costs). No adjustments have been included in the Pro Forma Combined
Statements of Income for anticipated cost reductions.

(D) Pro Forma Combined Earnings Per Share data have been determined
based upon (i) the combined historical net income (loss) of FFC and NorthLand
and (ii) the combined historical weighted average common equivalent shares of
FFC and NorthLand. For purposes of this determination NorthLand's historical
weighted average common shares outstanding were multiplied by 1.6652, an
assumed exchange ratio determined using an FFC Share Value of $16.525 (the
average closing price of FFC Common Stock over the five-trading-day period
ended December 31, 1993) and a NorthLand Share Value of $27.52 as of
September 30, 1993. See "The Merger -- Exchange Ratio" for further details
relative to the methodology for determining the NorthLand Share Value and the
number of FFC Shares to be issued.

(E) FFC's fiscal year ends December 31 and NorthLand's ends
September 30. The Pro Forma Combined Statement of Income for the nine months
ended September 30, 1993 includes FFC's and NorthLand's operations for that
period. As such, NorthLand's operations for the first three months of its
fiscal year ending September 30, 1993 are not included in any of the Pro Forma
Combined Statements of Income. NorthLand's net interest income, and net
income for the three months ended December 31, 1992 that have not been
included in the Pro Forma Combined Statements of Income amount to $1,477,000
and $680,000, respectively, as set forth below:

<PAGE>
Fiscal Year Nine Months Three Months
Ended Ended Ended
September 30, September 30, December 31,
1993 1993 1993
(in Thousands)

Net interest income $5,931 $4,454 $1,477

Net income* $1,461 $ 781 $ 680

* Net income for the fiscal year ended September 30, 1993 and the three
months ended December 31, 1992 include a $353,000 one-time income item
relative to the effect of a change in accounting for income taxes upon
the adoption of Financial Accounting Standard No. 109 (Accounting for
Income Taxes).

NORTHLAND STOCK OWNERSHIP BY CERTAIN PERSONS

The following table sets forth the beneficial ownership of NorthLand
Common Stock by (i) each person known by NorthLand to be the beneficial owner
of more than five percent of NorthLand Common Stock, (ii) directors and
executive officers of NorthLand and (iii) directors and executive officers of
NorthLand as a group. Unless indicated otherwise, the persons listed below
have sole voting power and investment power.

Number of Shares Percent
Name Beneficially Owned of Class

Henry C. Martinsen (1) 39,746 8.04%
Matthew F. Anich 5,820 1.18
Eugene A. Halker 42,888 (2) 8.68
Gerald A. Larson 100 0.02
LeRoy E. Lee 1,500 0.30
John H. Maitland 10,000 2.02
Michael V. Masterson 40,806 8.26
Edwin R. Malmberg 13,891 2.81
Omer O. Nelson 11,900 2.41
Robert J. O'Leary 41,400 8.38
John R. Tyndall 4,000 0.81
Jeffrey A. Beirl 7,895 (3) 1.60
John P. Marvin 2,000 0.40
Kenneth J. Provost 100 0.02
Michael W. Simon 2,050 0.41
Jamie L. Wagner 903 0.18
Directors and Officers
as a Group 185,253 37.49

(1) Mr. Martinsen's address is 101 West Main Street, Ashland, Wisconsin
54086.
(2) 14,783 shares are owned by a partnership; voting and investment power is
shared with other partner(s).
(3) As to 25 shares, voting and investment power is shared with his mother
who is a joint tenant.

DESCRIPTION OF FFC COMMON STOCK AND COMPARISON OF STOCKHOLDER RIGHTS

Set forth below is a description of the FFC Common Stock, as well as a
summary of the material differences between the rights of holders of NorthLand
Common Stock and their prospective rights as holders of FFC Common Stock. If
the Merger Agreement is approved and adopted and the Merger consummated, the
holders of NorthLand Common Stock will become holders of FFC Common Stock.
Therefore, the articles of incorporation and bylaws of FFC, and the applicable
provisions of the Wisconsin Business Corporation Law ("WBCL"), will govern the
rights of current stockholders of NorthLand. The following comparison is
based on the current terms of the governing documents of the respective
companies and on the current provisions of applicable state law. Although it
is impractical to note all of the differences between applicable law and
between the applicable governing documents, the discussion is intended to
highlight certain significant differences between the rights of holders of
NorthLand Common Stock and FFC Common Stock.

Authorized Capital Stock

The authorized capital stock of FFC consists of 30,000,000 shares of FFC
Common Stock, $1.00 par value per share, and 3,000,000 shares of serial
preferred stock, $1.00 par value per share. As of December 31, 1993, there
were 23,587,327 shares of FFC Common Stock outstanding and no shares of
preferred stock outstanding. FFC will issue approximately 822,874 shares of
FFC Common Stock and no shares of serial preferred stock in the Merger. Upon
completion of the Merger, approximately 24,410,000 shares of FFC Common Stock
will be outstanding. The board of directors of FFC is authorized to issue
preferred stock in series and to fix and state the voting powers,
designations, preferences and relative participating, optional or other
special rights of the shares of each such series and the qualifications,
limitations and restrictions thereof. Preferred stock may rank prior to the
FFC Common Stock as to dividend rights, liquidation preferences, or both, and
may have full or limited voting rights; accordingly, the issuance of preferred
stock could adversely affect the rights of common stockholders. The holders
of the preferred stock would be entitled to vote as a separate class or series
under Wisconsin law in a number of circumstances, including any amendment
which would create or enlarge any class or series ranking prior thereto in
rights and preferences (excluding substituting the surviving entity in a
merger or consolidation for FFC).

The authorized capital of NorthLand consists of 1,000,000 of NorthLand
Common Stock, $1.00 par value per share. As of December 31, 1993, there were
494,148 shares of NorthLand Common Stock outstanding. NorthLand does not have
any authorized preferred stock.

FFC Common Stock

Each share of FFC Common Stock has the same relative rights and is
identical in all respects to each other share of FFC Common Stock. The FFC
Common Stock is nonwithdrawable capital, is not an insurable type and is not
federally insured by the FDIC. Holders of FFC Common Stock are entitled to
one vote per share on each matter properly submitted to shareholders for their
vote, including the election of directors. Holders of FFC Common Stock do not
have the right to cumulate their votes for the election of directors, and they
have no preemptive or conversion rights with respect to any shares that may be
issued. Holders of FFC Common Stock are entitled to receive dividends when
and as declared by the FFC Board of Directors out of funds legally available
for distribution.

The FFC Common Stock is not subject to additional calls or assessments
by FFC and all shares of FFC Common Stock currently outstanding are fully paid
and nonassessable, subject to the limitation contained in the Wisconsin
Business Corporation Law, which makes stockholders of Wisconsin corporations,
including FFC, personally liable up to an amount equal to the "par value" of
their shares for debts owing to employees of the corporation for services
performed, but not in excess of six months service for any employee. For
purposes of assessability of stock, "par value" has been construed by a
Wisconsin trial court to mean the consideration paid for the stock. This
decision was upheld by a split decision of the Wisconsin Supreme Court with
one justice abstaining.

In the unlikely event of any liquidation or dissolution of FFC, the
holders of FFC Common Stock would be entitled to receive, after payment or
provision for payment of all debts and liabilities of FFC, if any, and after
payment of the liquidation preferences of all outstanding shares of preferred
stock, if any, all remaining assets of FFC available for distribution, in cash
or in kind.

The transfer agent and registrar for FFC Common Stock are Norwest Bank
Minnesota, N.A., 161 North Concord Exchange, P.O. Box 738, South St. Paul,
Minnesota 55075-0738.

Articles of Incorporation and Bylaw Provisions

Directors. FFC's articles of incorporation provide that a director may
only be removed for cause and then only after the affirmative vote of two-
thirds of the total shares eligible to vote at a duly constituted meeting of
the stockholders called expressly for that purpose. The articles of
incorporation also provide that at least 20 days' written notice must be
provided to any director or directors whose removal is to be considered at a
stockholders' meeting called for such purpose.

NorthLand's bylaws provide that the Board of Directors may remove a
director for a violation of Chapter 215 of the Wisconsin Statutes, a rule or
order of the Wisconsin Commissioner, NorthLand's articles of incorporation or
bylaws, or any law governing savings and loan operations. A director,
however, may only be removed after affording him or her an opportunity to be
heard by the Board of Directors.

Beneficial Ownership Limitation. The articles of incorporation of FFC
contain a provision prohibiting any person from directly or indirectly
offering to acquire or acquiring the beneficial ownership of 10% or more of
the issued and outstanding voting stock of FFC as long as FFC is registered
with the OTS as a savings and loan holding company. The term "person" means
an individual, a group acting in concert, a corporation, a partnership, an
association, a joint stock company, a trust or any unincorporated organization
or similar company. This provision will not apply to acquisitions approved by
the OTS and by the holders of two-thirds of FFC's outstanding voting stock.
In the event voting stock is acquired in violation of this provision, the
excess shares shall not be entitled to vote on any matter or to take other
stockholder action or be counted in determining the total number of
outstanding shares for purposes of any matter involving stockholder action,
and the board of directors may cause such excess shares to be transferred to
an independent trustee for sale on the open market or otherwise.

NorthLand's articles of incorporation or bylaws contain no similar
provision.

Criteria for Evaluating Certain Offers. The board of directors of FFC
when evaluating any offer of another person to (i) make a tender or exchange
offer for any equity security of FFC, (ii) merge or consolidate FFC with
another institution or (iii) purchase or otherwise acquire all or
substantially all of the properties and assets of FFC, shall, in connection
with the exercise of its judgment in determining what is in the best interests
of FFC and its stockholders, give due consideration to all relevant factors,
including without limitation the social and economic effects of acceptance of
such offer on depositors, borrowers and employees of any savings and loan
subsidiaries of FFC and on the communities in which such subsidiaries operate
or are located and the ability of such subsidiaries to fulfill the objectives
of savings and loan associations under applicable Wisconsin and federal
statutes and regulations. This provision may hinder or preclude an attempt to
acquire a large block of FFC Common Stock by certain persons and, by having
these standards in the articles of incorporation, the board of directors may
be in a stronger position to oppose such a transaction if the board concludes
that on balance the transaction would not be in the best interests of FFC and
its stockholders, even if the price offered was significantly greater than the
market price of the FFC Common Stock at such time.

NorthLand's articles of incorporation or bylaws contain no similar
provision.

Fair Price Provision. Under Wisconsin Statutes applicable to FFC, FFC
will be able to merge or consolidate with other corporations or sell all or
substantially all of its assets, with the approval of a majority of the shares
entitled to vote on the proposal. FFC's articles of incorporation, however,
also contain a "fair price" provision. In general, the fair price provision
requires the approval by at least two-thirds of the voting power of the
outstanding capital stock of FFC entitled to vote generally in the election of
directors (the "Voting Stock"), voting as a single class, excluding Voting
Stock held by a holder of more than 10% of the Voting Stock ("Interested
Stockholder") or any affiliate thereof, as a condition for mergers and certain
other business combinations of FFC ("Business Combinations") with any
Interested Stockholder unless the transaction is either approved by at least a
majority of the members of the board of directors who are unaffiliated with
the Interested Stockholder (the "Continuing Directors") or certain minimum
price and procedural requirements are met.

The term "Interested Stockholder" is defined in the fair price provision
to mean any person (other than FFC or any subsidiary) who is: (a) the
beneficial owner, directly or indirectly, of more than 10% of the voting power
of the outstanding Voting Stock; (b) an affiliate of FFC, and which at any
time within the two-year period immediately prior to the date in question was
the beneficial owner, directly or indirectly, of 10% or more of the voting
power of the then outstanding Voting Stock; or (c) was an assignee of or has
otherwise succeeded to any shares of Voting Stock which were at any time
within the two-year period immediately prior to the date in question
beneficially owned by any Interested Stockholder, if such assignment or
succession shall have occurred in the course of transactions not involving a
public offering within the meaning of the Securities Act.

The term "Business Combination" is defined to include: (a) any merger
or consolidation of FFC or any subsidiary with any Interested Stockholder or
any other corporation (whether or not itself an Interested Stockholder) which
is, or after such merger of consolidation would be, an affiliate of an
Interested Stockholder; or (b) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of transactions)
to or with any Interested Stockholder or any affiliate of any Interested
Stockholder of any assets of FFC or any subsidiary having an aggregate fair
market value of $1 million or more; or (c) the issuance or transfer by FFC or
any subsidiary (in one transaction or a series of transactions) of any
securities of FFC or subsidiary to any Interested Stockholder or any affiliate
of any Interested Stockholder in exchange for cash, securities or other
property (or a combination thereof) having an aggregate fair market value of
$1 million or more; or (d) the adoption of any plan or proposal for the
liquidation or dissolution of FFC proposed by or on behalf of an Interested
Stockholder or any affiliate of any Interested Stockholder; or (e) any
reclassification of securities (including any reverse stock split) or
recapitalization of FFC, or any merger or consolidation of FFC with any of its
subsidiaries or any other transaction (whether or not with or into or
otherwise involving an Interested Stockholder) which has the effect, directly
or indirectly, of increasing the proportionate share of the outstanding shares
of any class of equity or convertible securities of FFC, or any subsidiary
which is directly or indirectly owned by any Interested Stockholder or any
affiliate of any Interested Stockholder.

It should be noted that while the fair price provision is designed to
help assure fair treatment of all stockholders vis-a-vis other stockholders in
the event of a takeover, it is not the purpose of the provision to assure that
stockholders will receive a premium price for their shares in a takeover.
Accordingly, this provision will not preclude FFC's board of directors from
opposing any future takeover proposal which it believes not to be in the best
interests of FFC and its stockholders, whether or not such proposal satisfies
the minimum price criteria and procedural requirements of the fair price
provision.

NorthLand's articles of incorporation or bylaws contain no similar
provision.

Applicable Law

Wisconsin Business Corporation Law. Under Section 180.1150(2) of the
WBCL, the voting power of shares of an "issuing public corporation," such as
FFC, which are held by any person in excess of 20% of the voting power in the
election of directors shall be limited (in voting on any matter) to 10% of the
full voting power of such excess shares, unless full voting rights have been
restored at a special meeting of the shareholders called for that purpose.
This statute is a "scaled voting rights/control share acquisition" statute and
is designed to protect corporations against uninvited takeover bids by
reducing to one-tenth of their normal voting power all shares in excess of
twenty percent owned by an acquiring person. Shares held or acquired under
certain circumstances are excluded from the application of
Section 180.1150(2), including (among others) shares acquired directly from
FFC and shares acquired in a merger or share exchange to which FFC is a party.

Sections 180.1130 to 180.1134 of the WBCL provide generally that in
addition to the vote otherwise required by law or the articles of
incorporation of an "issuing public corporation," such as FFC, certain
business combinations not meeting certain fair price standards specified in
the statute must be approved by the affirmative vote of at least (i) 80% of
the votes entitled to be cast by the outstanding voting shares of the
corporation, and (ii) two-thirds of the votes entitled to be cast by the
holders of voting shares other than voting shares beneficially owned by a
"significant shareholder" or an affiliate or associate thereof who is a party
to the transaction. The term "business combination is defined to include,
subject to certain exceptions, a merger or share exchange of the issuing
public corporation (or any subsidiary thereof) with, or the sale or other
disposition of substantially all of the property and assets of the issuing
public corporation to, any significant shareholder or affiliate thereof.
"Significant shareholder" is defined generally to mean a person that is the
beneficial owner of 10% or more of the voting power of the outstanding voting
shares of the issuing public corporation. The statute also restricts the
repurchase of shares and the sale of corporate assets by an issuing public
corporation in response to a takeover offer.

Sections 180.1140 to 180.1144 of the WBCL prohibit certain "business
combinations" between a "residential domestic corporation," such as FFC, and a
person beneficially owning 10% or more of the voting power of the outstanding
voting stock of such corporation (an "interested shareholder") within three
years after the date such person became a 10% beneficial owner, unless the
business combination or the acquisition of such stock has been approved before
the stock acquisition date by the corporation's board of directors. After
such three-year period, a business combination with the interested shareholder
may be consummated only with the approval of the holders of a majority of the
voting stock not beneficially owned by the interested shareholder at a meeting
called for that purpose, unless the business combination satisfies certain
adequacy-of-price standards intended to provide a fair price for shares held
by disinterested shareholders.

The WBCL gives Wisconsin corporations the authority to adopt shareholder
rights or option plans which adjust upon a reorganization, merger, share
exchange, sale of assets or other occurrence. Such rights or option plans may
include conditions that prevent the holder of a specified percentage of the
outstanding shares of the corporation, including subsequent transferees of the
holder, from exercising such rights or options. Generally these so-called
"poison pill" rights or option plans give a corporation's shareholders
increased shares or value in the corporation or the acquiring corporation and
thereby make an acquisition more expensive for a hostile acquiror. FFC has
issued no such rights or options.

Chapter 215 of the Wisconsin Statutes. The rights of stockholders of
NorthLand are subject to and governed by Chapter 215 of the Wisconsin
Statutes. Under Chapter 215, the provisions of the WBCL apply to NorthLand to
the extent that they are not inconsistent with the provisions of Chapter 215.
Section 215.73 of the Wisconsin Statutes provides that NorthLand, with the
consent of the Wisconsin Commissioner and subject to any condition the
Wisconsin Commissioner prescribes, may participate in certain mergers
involving certain other financial institutions upon the affirmative vote of
two-thirds of the directors (and without any stockholder vote). Consequently,
with respect to these types of mergers, the above-discussed provisions of the
WBCL would not be applicable to NorthLand because no shareholder vote is
required.

Federal Law. Federal law provides that, subject to certain exemptions,
no person acting directly or indirectly or through or in concert with one or
more other persons may acquire "control" of an insured institution, such as
FFC, without giving at least 60 days' prior written notice providing specified
information to the OTS. "Control" is defined for this purpose as the power,
directly or indirectly, to direct the management or policies of an insured
institution or to vote 25 percent or more of any class of voting securities of
an insured institution. Control is presumed to exist where the acquiring
party has voting control of at least 10 percent of any class of the
institution's voting securities which is registered under Section 12 of the
Exchange Act and is actively traded. The term "actively traded" is defined in
the regulation to mean securities that are either listed on a securities
exchange or quoted on the NASDAQ-NMS. The OTS may prohibit the acquisition of
control if it finds among other things that (i) the acquisition would result
in a monopoly or substantially lessen competition; (ii) the financial
condition of the acquiring person might jeopardize the financial stability of
the institution or (iii) the competence, experience or integrity of any
acquiring person or any of the proposed management personnel indicates that it
would not be in the interest of the depositors or the public to permit the
acquisition of control by such person.

NorthLand is also subject to these federal law provisions.

EXPERTS

The consolidated financial statements of FFC incorporated by reference
in FFC's Annual Report on Form 10-K for the year ended December 31, 1992 have
been audited by Ernst & Young, independent accountants, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report, given on the authority of said firm as experts in
accounting and auditing.

The consolidated financial statements of NorthLand incorporated by
reference in NorthLand's Annual Report on Form 10-K for the year ended
September 30, 1993 have been audited by Keller & Yoder, independent
accountants, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report, given on the
authority of said firm as experts in accounting and auditing.

<PAGE>

ANNEX A

Fair Market Valuation

Report for the NorthLand

Bank of Wisconsin, ssb

<PAGE>

January 14, 1993

Mr. Michael V. Masterson, President
NorthLand Bank of Wisconsin, ssb
221 Fourth Avenue West
Ashland, WI 54806

Dear Mr. Masterson:

We understand that NorthLand Bank of Wisconsin, ssb ("NLB" or the
"company") wishes to engage J. G. Cornwell & Company ("JGCCo") to perform an
analysis of the prospective future fair market value of NLB's outstanding
common shares as an aid to management's long term strategic planning. "Fair
market value" is defined, for this engagement, as the price at which a small
(e.g. non-control) amount of stock would change hands between knowledgeable
buyer and seller, neither being under any undue compulsion. Other values
might be assigned to a major, but still non-control block of shares, to a
controlling interest (e.g. 50.1%) or to 100% change of control. We are
pleased to undertake this assignment.

JGCCo was organized by John G. Cornwell, CFA ("JGC") early in 1991
upon his leaving a major Midwestern investment banking firm where he had
been an officer in the Financial Institutions Group of its Corporate Finance
Department. JGC had over thirty years of investment industry experience
when forming JGCCo and has performed various types of valuation studies
including numerous thrift conversion appraisals and other projects similar
to this engagement. JGCCo is a recognized authority in the area of
financial institutions equities, including both bank and thrift
institutions, and publishes a quarterly Review of Midwestern Bank & Thrift
Stocks which is widely read by the investing public. Attached as Exhibit A
to this letter are a brief resume of JGC's education and professional
experience and several documents regarding JGCCo's business history and
development. For the purposes of this engagement, we believe that JGCCo and
JGC are independent of NLB, and the fee JGCCo is to be paid is in no way
related to the conclusion of our valuation.

Our analysis included a review of the following:

(a) Financial statements of NLB for the six fiscal years ended
September 30, 1992;

(b) Summary financial statements, as available, for subsequent
months and as of and for the quarter ended December 31, 1992;

(d) NLB's latest (October, 1992) regulatory examination report;

(e) Pricing data (e.g. ratios to earnings and book value) for more
actively-traded thrift stocks, those listed on the NASDAQ
system or recognized stock exchanges;

(f) demographic data for NLB's primary marketing area, and

(g) such other financial and non-financial data as we deem
pertinent.

Based on the foregoing and our knowledge of the thrift industry, we
will project NLB's earnings and book value into the future and render our
professional opinion of the likely fair market value of NLB shares for the
upcoming five years. The following paragraphs summarize some of the
financial and non-financial factors we considered in reaching our
conclusion.

BRIEF COMPANY DESCRIPTION

NorthLand Bank of Wisconsin, ssb ("NLB" or the "company") was
organized in 1902 as the Ashland Savings & Loan Association, a mutual
association. In 1986 the company converted from a state-chartered mutual to
a state-chartered stock organization and in 1989 adopted its present name.

Significant growth in aggregate assets occurred during 1982-87
including both acquisitions and de novo branch office openings. Including
its headquarters in Ashland, Wisconsin, the company currently operates eight
full-service offices in Ashland, Bayfield, Iron, Oneida, Price and Sawyer
counties, all in the extreme northern portion of the State of Wisconsin.
The area has a mixed economic base with both summer and winter recreational
opportunities adding tourism to manufacturing and other service business
activities. At the end of fiscal 1992 the NLB loan portfolio was composed
52.3% first mortgages loans on 1-4 family dwelling units, 15.7% other first
mortgage loans, 18.6% consumer loans and 13.4% commercial and other loans.
Similar to many other thrift institutions, NLB has several service
subsidiaries in operation:

-> NorthLand Finance Co., Inc., serves as a conduit for
making consumer loans through six offices, five of which
are in cities where there is no NLB office,

-> NorthLand Investment Company of Wisconsin, Inc., offers
tax deferred annuity products to NLB customers, and

-> NorthLand Oil Company exists to hold title to certain
assets tendered in satisfaction of a failed loan.

Operating management is led by President Michael V. Masterson, Chief
Executive Officer. Mr. Masterson succeeded to that position in August,
1990, having perviously been NLB's Executive Vice President. He has been
continuously employed by NLB since 1983, prior to which he had nine years
experience in commercial banking. The company's Chief Financial Officer is
John P. Marvin, Executive Vice President, who also serves as Corporate
Secretary. He joined the company in 1989 with more than five years
experience in executive positions at other thrift associations.

Attached as Exhibit B is a summary of NLB's financial statements for
the six fiscal years ended September 30, 1992. Exhibit B2 shows NLB's
financial assets and liabilities and rates earned and paid for the last six
years. Among the factors which influenced our opinion of the prospective
fair market value of NLB's stock are the following:

i. Given the change of management, the past growth record for the
company is less useful for our purposes than is generally the
case. The fiscal year then about to end resulted in a deficit.
Earnings for following fiscal year were presentable but fiscal
1992 again saw subdued earnings due to loan loss provisions
significantly above normal. The provision resulted from
management's agreeing with regulatory authorities that a
substantial increase in the reserve (allowance) was appropriate
due to the non-performing loans which had accumulated over
prior years.

ii. Taking a closer look at fiscal 1992, we find that the second,
third and fourth quarters saw earnings at an acceptable level
even though loss reserving continued and the management
incentive plan, put in place before current management took
charge, is based on net income plus loss provisions which
forced payments up due to the abnormal provisions. Behind
Exhibit B2 we have included a quarterly earnings record form
which illustrates this progression.

iii. Earnings for fiscal 1992 include a sizable gain on the sale of
loans and investments. However, we note that the company did not
realize all possible such gains, the unrealized gain (loss) on
conventional investments increasing from a negative $166,000 to a
positive $134,000 and the unrealized gain on mortgage-backed
securities holdings increasing from $124,000 to $1,192,000.

iv. NLB wrote off $1.42 million of non-performing loans for fiscal
1992, a higher figure than in any recent prior year.
Despite the write-offs, size of the provision increased the balance
sheet reserve (allowance) from 0.75% to 0.96% of gross loans.

v. Asset quality improved significantly during fiscal 1992. Non-
performing loans, defined to exclude loans delinquent less than 90
days, decreased from $2.2 million to $807,000 and property
owned due to foreclosure fell from $1.2 million to $964,000.
Thus, conventionally defined non-performing assets were reduced
from $3.37 million to $1.77 million, nearly a 50% decrease.
In addition, "problem" loans, those delinquent less than 90 days,
also were reduced from $2.3 million to $1.3 million. The combination
of increased reserves and lower non-performing loans resulted in
the ratio of those two items rising from 30.4% at September 30, 1991
to 106.4% as of September 30, 1992.

vi. Unaudited internal records for the months of October and
November, 1992 indicate that some $250,000 or better of "core"
operating net income will be achieved for the December 31, 1992
quarter. That will result in a total "core" net income of $810,000
to $850,000 for the twelve months ended December 31, 1992, in
addition to which NLB is expected to recognize some $300,000 of
income (after-tax) from implementation of FAS #109 and
another $60,000 of income from other accounting adjustments.

vii. Capital ratios, as shown on Exhibit B, comfortably exceeded all
federal requirements at the end of fiscal 1992. December
quarter earnings from operations plus the non-recurring
accounting adjustments further strengthened the company's
capital ratios.

viii.Regulatory authorities, upon conducting their most recent
examination of NLB, found a marked improvement in the company's
financial affairs.

VALUATION APPROACH

There are a number of ways to approach the probable future fair market
value of a common stock. We feel that the most appropriate method in the
price-to-earnings or "P/E" (e.g. capitalization of earnings) approach for
enterprises which have a reasonably reliable earnings history and a
reasonably well founded earnings forecast since the basic value of a going
business is the profits it can produce for its owners.

The second most appropriate method, in our judgement, for a financial
institution like NLB is the price-to-book value or "P/BV" approach. Since
the thrift industry has had great variability in earnings, investors have
also looked frequently to book value as a guide to value. Since book value
for any corporation, including thrift associations, is based on historical
costs, it ignores the going concern value of the enterprise, and is
therefore most properly utilized in conjunction with the premiums or
discounts to stated book value at which similarly situated companies are
trading in the open market.

Attached as Exhibit C1 is a matrix of forecasts for NLB earnings and
book value predicated on various growth assumptions. We see that the
company might earn as much as $2.71 per share if 10% compound growth is
achieved, and if so, book value would be $29.40 (rounded) at the end of five
years with the proportion which is tangible rising to exceed 98% due to
continual amortization of goodwill.

Given that NLB's Primary Marketing Area is a relatively slow growing
portion of the state, one must assume either accelerated asset growth or a
rising return on average assets to accept the possibility of 8% to 10%
earnings expansion. That appears to be a valid assumption, in our
judgement, in view of current management's achievements in improving company
accounting and asset quality. Now that historical problems have been
addressed and the foundation has been laid, pursuing growth and operating
efficiency are obvious next objectives. Inasmuch as our calculated 8%
earnings extrapolation would be exceeded by 3%-4% asset growth coupled with
only 7 basis-points per year of improved return on average assets, we are
comfortable suggesting these earnings projections are achievable. For the
three months ended December 31, 1992, the ratio of operating expenses to
average assets was approximately 2.98% (for NorthLand operations, excluding
REO expense and subsidiary income), which leaves room for current management
to economize.

Generally the historical P/E and P/BV records of the subject company,
in comparison with its industry's record, is useful in assessing the
probable future value of the subject stock. However, NLB has such a large
variability to its historical earnings record and its shares have such a
sporadic trading history and such a local market that its past ratios give
us little guidance. In addition, the gross market value of the total
outstanding is so small that no regular stock brokerage firm has taken an
active and continuing interest in the company in some time, as indicated by
NLB losing its NASDAQ trading symbol in September, 1991. We are thus left
with using the overall thrift industry pricing ratios as a guide to NLB's
future value.

Attached is a summary (titled Exhibit IV-1) of all more actively
traded thrift stocks, those with NASDAQ or exchange listings, as of December
31, 1992. We see that the median P/E ratio was 9.0X (based on adjusted
earnings, excluding extraordinary items) and the median P/BV was 78.7% of
stated (nominal) book value on that date, and the medians for the North
Central region, where NLB operates, were 8.6X and 82.7% respectively. Over
the past ten years the thrift industry has experienced good times and bad,
and the stocks have risen and fallen due to individual institution
performance and emotional excesses caused by news. At times within the past
eight years the industry has had a median P/E as high as 10.8X and a median
P/BV as high as 108% and has had low medians of 5.1X and 41% respectively.

VALUATION CONCLUSION

Within the broad context outlined above, we see the thrift industry
pricing ratios as having a better future than its past. In most cases due
to regulatory pressure but also via the merger-and-acquisition route, the
number of independently managed thrift associations has decreased from over
3,200 to less that 2,000 over the past seven years. With most of the
troubled associations eliminated, either by merger into stronger
associations or closed by regulatory authorities, and with most of the
adverse publicity behind us, we foresee the industry having pricing ratios
from the past median to approaching the past maximums.

To be conservative, we forecast median P/E ratios for the thrift stock
group of 6.5X to 9.5X and P/BV ratios from 65% to 95%. NLB suffered in the
past from extremely thin trading liquidity, which should moderate slightly
over the future as one result of (a) improved earnings stability and (b)
asset quality being maintained or improved further. With NLB's proportion
of net worth being tangible also rising, we feel fully justified in
expecting its shares to sell at a better level relative to the industry than
they have historically.

In summary, then, all factors considered, we conclude that NLB's
pricing ratio highs and lows will likely bracket the thrift industry
medians, or from 7.5X to 8.5X and from 75% to 85% respectively. These
assumptions result in stock price expectations of from $13.90 to $20.25
(rounded) based on 2% earnings growth and the lower pricing ratios and
$20.30 to $25.00 (rounded) based on 10% earnings growth and the upper
pricing ratio assumptions. It is our opinion that the higher figures are
reasonably achievable within the general market for thrift shares as
described.

THIS REPORT IS FOR THE EXCLUSIVE USE OF THE NORTHLAND BANK OF
WISCONSIN BOARD OF DIRECTORS AND ITS OPERATING OFFICERS AND IS NOT TO
BE REPRODUCED, SHOWN OR QUOTED TO OTHERS WITHOUT THE EXPRESS WRITTEN
PERMISSION OF NLB.

In conclusion, we wish to thank all the officers and employees of NLB
for their cooperation in completing our assignment.

Sincerely,

President

JGC/bk
Attachments

<PAGE>

ANNEX B

<PAGE>
January 13, 1994

Board of Directors
NorthLand Bank of Wisconsin, ssb
221 Fourth Avenue West
P.O.Box 153
Ashland, WI 54806-1523

Members of the Board:

NorthLand Bank of Wisconsin, ssb ("NorthLand") and First Financial
Corporation ("First Financial") signed an Agreement and Plan of Merger (the
"Agreement") providing for the merger of NorthLand with and into a wholly-
owned subsidiary of First Financial. The terms are set forth in the Agreement
and provide, among other things, at the effective time of merger (as defined in
the Agreement) for the conversion and exchange of each share of Common Stock
of NorthLand of the par value of $1.00 per share ("NorthLand Common
Stock") into shares of Common Stock of First Financial of the par
value of $1.00 per share ("First Financial Common Stock"), equal to 130% of the
NorthLand Share Value as defined in the Agreement subject to certain
adjustments specified in Section 1.02 of the Agreement (the
"Exchange Ratio").

You have requested our opinion, as investment bankers, as to the fairness
of the proposed Agreement to NorthLand shareholders from a financial point of
view. Robert W. Baird & Co. Incorporated, as part of its investment banking
business, is continuously engaged in the evaluation of businesses and
securities in connection with mergers and acquisitions, negotiated
underwritings, secondary distributions of listed and unlisted securities,
private placements and valuations for estates, corporate and other purposes.
We are familiar with the markets for common stocks of publicly-traded Midwest-
based banks, thrifts and bank and thrift holding companies.

In arriving at our opinion we have reviewed, studied, or considered, among
other things, the following:

1. The Agreement dated October 13, 1993:

2. Certain publicly available information concerning First Financial
including the Annual reports to Shareholders and Forms 10-K for the five years
ended December 31, 1992, containing audited financial statements, and Quarterly
Reports on Form 10-Q for the quarters ended March 31, June 30, and September
30, 1993;

3. Certain publicly available information concerning NorthLand, including
audited financial statements of Northland for the year ended September 30, 1993,
and the Annual reports to Shareholders and Forms 10-K for the three years ended
September 30, 1992;

4. Various aspects of First Financial's and NorthLand's current operations,
business histories and future prospects, including financial forecasts relating
to the businesses, earnings, cash flow, and asset quality trends of First
Financial and NorthLand as furnished to us by First Northern and NorthLand,
respectively;

5. The market for common stock of Midwest-based banks, thrifts and bank
and thrift holding companies and the historical prices and trading activity for
First Financial Common Stock and NorthLand Common Stock;

6. Discussions with management, legal counsel and accountants for First
Financial and NorthLand;

7. Certain publicly available information with respect to certain other
bank and thrift companies and the nature and terms of their merger and
acquisition transactions that we consider similar;

8. The pro forma effect of the merger on First Financial's capitalization
ratios, and earnings and book value per share; and

9. Such other information as we deemed relevant to our analysis.

In such review, we have not examined any contracts entered into by First
Financial or NorthLand; we have not made an independent evaluation of any of
the assets of First Financial or NorthLand; nor did we make an inspection of
any potential environmental issues liability, or of the properties or physical
facilities of First Financial or NorthLand. Neither did we make inquiries of
customers, competitors, regulatory bodies or others.

We have relied upon and assumed without independent verification, the
accuracy and completeness of the aforementioned publicly available information
of First Financial and NorthLand and other information provided to us by first
Financial and NorthLand.

Based upon the foregoing and other matters that we deemed pertinent, and
our general knowledge of the valuation of the businesses and their securities,
it is our opinion that at the date hereof the share Exchange Ratio is fair to
NorthLand shareholders from a financial point of view.

Very truly yours,

ROBERT W. BAIRD & CO.
Incorporated

/s/ John G. Cornwell
John G. Cornwell
Vice President

<PAGE>

ANNEX C

NorthLand Bank of Wisconsin, ssb.

1993 Annual Report to Shareholders

<PAGE>

1993

ANNUAL

REPORT

<PAGE>

1993 Annual Report

Table of Contents

President's Message.................................... Page 3

Management's Discussion and Analysis................... Page 4

Consolidated Balance Sheets............................ Page 9

Consolidated Statements of Operations.................. Page 10

Consolidated Statements of Stockholders' Equity........ Page 11

Consolidated Statements of Cash Flows.................. Page 12

Notes to Consolidated Financial Statements............. Page 13

Auditor's Report....................................... Page 20

Supplemental Financial Information..................... Page 21

Directors, Officers, Offices and
Other Information..................................... Page 26

<PAGE>

Page 2 is blank

<PAGE>

Dear Fellow Shareholders:

Fiscal 1993 was an exceptional year for NorthLand Bank of
Wisconsin as profits reached a record $1.4 million. This net
income represents a 1.12% return on average assets and
shareholder equity of $11 million or 8.69% of total assets.
Book value per share at fiscal year end was $22.63. Dividends
for fiscal 1993 totaled $0.48 per share.

1993 IN REVIEW

This past fiscal year reflected the results of four years of
concentrated effort by the management and the staff to
strengthen the balance sheet and rebuild the organization.
Earnings now are comprised of a consistent and growing core
which have served to strengthen shareholder value over the long
term. Real estate owned, real estate in judgment, and total
delinquency are at all time lows of .06%, .01% , and 1.2%,
respectively. The valuation allowance for future loan losses is
at an all time high of $922,000.00 or .96% of loans outstanding.

NorthLand Bank of Wisconsin retained a position as an aggressive
mortgage lender while maintaining high quality services and
conservative underwriting. As of September 30, 1993, we
serviced $94 million in real estate loans including $26 million
loans sold in the secondary market. In fiscal year 1993 the
bank originated $19.8 million of one to four family home
mortgages, making us one of the largest providers of mortgage
loans in the entire market area.

The past year proved to be one of exceptional earnings despite
minimal growth. The continuing decline of interest rates served
to stimulate borrowing while at the same time causing depositors
to look for alternative investments, resulting in a negative
savings flow of $4.7 million. Management and the board had
previously made a conscious decision to position the bank to
forgo growth and enhance shareholder value. In spite of negative
savings flow, NorthLand Bank has maintained a strong financial
profile.

On May 1, 1993 NorthLand Bank and Investment Centers of America
/ Fiorio Investment entered into an affiliation aimed at
providing an expanded product horizon within the bank and to
assist customers in evaluating alternative financial
investments. The bank continues to explore opportunities that
will better serve our growing customer base and still remain in
the forefront of providing the most sophisticated products
available in the financial services industry.

The remarkable improvement in all facets of our operation could
not have been accomplished without an experienced and dedicated
management team, insightful and community minded employees,
faithful customers, and loyal shareholders. I thank all of you
for your unwavering support and commitment to an organization
you can once again take extreme pride in being affiliated with.

Michael V. Masterson

President and Chief Executive Officer

<PAGE>

NorthLand Bank of Wisconsin, ssb and Subsidiaries
Ashland, Wisconsin

Management's Discussion and Analysis of
Financial Condition and Results of Operations

Comparison of fiscal years ending September 30, 1993, 1992, and 1991

GENERAL

The fiscal year ended September 30, 1993 proved to be one of
the most profitable in the 91 year history of NorthLand Bank of
Wisconsin. The operating results for fiscal year 1993 produced
a net income of $1,461,000, which was a return on average assets
of 1.12%. This resulted from the long-term strategy pursued by
NorthLand over the last four years, which included building
shareholder value by strengthening the balance sheet, building
the level of stockholders' equity, reducing non-performing
assets, and improving the quality of assets while increasing our
loan portfolio.

The regulatory capital ratios are in excess of all federal and
state regulatory requirements (see Note 12 of Notes to
Consolidated Financial Statements). The average stockholders'
equity to average assets increased in fiscal 1993 and was 8.59%
and 7.56% at September 30, 1993 and 1992, respectively. Net
income to average assets was 1.12%, .09%, and .35% for the
fiscal years ended September 30, 1993, 1992 and 1991,
respectively. The ratio of allowance for future loan losses to
total loans stood at .96% for the fiscal years ended September
30, 1993 and 1992, respectively, reflecting the Bank's continued
commitment to maintaining adequate allowances for future loan
losses.

Total assets for NorthLand were $128,660,000 and $131,770,000
as of September 30, 1993 and 1992, respectively. This
represents a reduction of $3,110,000, or 2.36% in the last
fiscal year. The primary reason for this was management's
conservative approach to asset liability management in the face
of declining interest rates. While the loan portfolio increased
by $6,608,000 during the twelve month period, substantial
reductions in the mortgage backed certificate portfolio, the
investment portfolio, and foreclosed real estate were greater
than the opportunities to reinvestment the proceeds in
investments management considered prudent. With the reduction
in interest rates, NorthLand continued its strategy of
conservative pricing of deposits, which in turn led to a
reduction in the level of deposits to $114,452,000 at September
30, 1993 compared to $119,299,000 at September 30, 1992.
NorthLand's balance sheet continues to reflect an overall
strategy of prudent and conservative bank management and in
underwriting and asset liability management.

The results of operations for the Bank produced net income of
$1,461,000 or $2.96 per share for the fiscal year ended
September 30, 1993. This compares with earnings of $117,000 or
$0.24 per share, and $454,000 or $0.92 per share for the fiscal
years ended September 30, 1992 and 1991, respectively. Included
in the fiscal 1993 net income was an accounting change for
income taxes, the cumulative effect of which was $353,000 or
$0.72 per share. The improved results in 1993 indicate the
benefits of management's strategy of concentrating on building
shareholder value for the long-term and were primarily due to a
decrease in provision for loan losses to $447,000 in fiscal 1993
from $1,165,000 in fiscal year 1992. The results for fiscal
1993 before the cumulative effect of the accounting change of
$1,108,000 or $2.24 per share also reflect the improvement in
the underlying core earnings of the Bank.

NorthLand's earnings are substantially dependent upon the
difference between net interest earning assets and net interest
bearing liabilities (net interest rate margin) and the
proportion of its interest earning assets to interest bearing
liabilities. Operating income and operating expense are
comprised primarily of interest items. Interest income from
loans and investments amounted to 89%, 88.7%, and 91.6% of total
income for the fiscal years ended September 1993, 1992, and
1991, respectively. The ratio of interest expense on deposits
and other borrowings to total expenses was 51.6%, 57.9%, and
65.2% for the fiscal years ended September 30, 1993, 1992, and
1991, respectively.

NorthLand's asset mix has gradually changed over the last few
years. The two biggest asset items are loans receivable and
mortgage backed certificates (which are bonds securitized by
high quality first mortgage loans backed by agencies of the
United States government). Loans receivable and mortgage backed
securities comprised 74.4% and 14.5%, respectively, of total
assets at September 30, 1993 compared to 67.6% and 19.5%,
respectively, of total assets at September 30, 1992.

First mortgage loans on one to four family residences represent
the largest segment of the loan portfolio, amounting to
$52,744,000 or 54.6% of total loans at September 30, 1993
compared to $46,971,000 or 52.3% of the loan portfolio at
September 30, 1992. NorthLand has also been originating and
retaining in its portfolio consumer loans, commercial mortgages,
and business loans. The consumer loans are loans granted to
individuals for consumer products, such as automobiles, boats,
home improvements, and other large ticket items. These loans
have been originated by both the Bank and its wholly-owned
subsidiary, NorthLand Finance Company, Inc. During the last two
years NorthLand has seen the total of consumer loans decline and
thereafter remain relatively flat. This can be attributed
alternative sources of consumer credit, economic conditions,
consumer decisions to reduce the level of consumer debt and
consumer preferences to have mortgage debt over consumer debt
due to the tax deductibility. Consumer loans totaled
$16,538,000 and $16,701,000 at September 30, 1993 and 1992,
respectively. Other mortgages loans were $15,434,000 and
$14,093,000 at September 30, 1993 and 1992, respectively.
Commercial loans on September 30, 1993 and 1992 were $11,404,000
and $11,099,000, respectively.

Virtually all commercial loans and most conventional mortgages
which are originated and retained in the NorthLand loan
portfolio are adjustable-rate loans. Commercial loans are
generally adjusted with the New York prime interest rate. The
interest rate on commercial loans will vary, from 1.5% to 2.5%
over the prime interest rate, adjusting on a quarterly or annual
basis. Mortgage loans are generally written for longer terms
with interest rate adjustments triggered systematically in
periods of one to three years. The loans are usually tied to a
U.S. Department of Treasury security index with a maturity
comparable to the frequency of the change. During the latter
half of fiscal 1993, NorthLand began to retain a limited amount
of fixed rate mortgages with payment adjusted terms of seven to
twelve years. The amount has been the amount of repayments
generated from the mortgage backed certificate portfolio and
does not involve a change in the asset liability management
policy of the Bank.

<PAGE>
NORTHLAND BANK OF WISCONSIN, ssb AND SUBSIDIARIES
ASHLAND, WISCONSIN

NorthLand also originates fixed rate mortgages of terms of
fifteen to thirty years. Because of the Bank's interest rate
risk management strategy, these fixed rate mortgages are all
sold into the secondary market, usually to the Federal Home Loan
Mortgage Corporation (FHLMC). As was the case in fiscal 1992,
during fiscal 1993 the Bank experienced high levels of longer
term fixed rate mortgage originations, due primarily to the
sharp decline in interest rates. This has generated higher
levels of gains on the sale of loans. To minimize its risk, the
Bank originates and sells each longer term fixed rate mortgage
loan on a loan by loan basis. For this reason NorthLand does
not maintain a portfolio of held for sale first mortgage loans.

Generally, the portfolio of mortgage backed certificates
represents the major type of fixed rate, longer term investments
in the NorthLand portfolio. As interest rates have fallen and
principal repayments on these certificates have accelerated, the
repayments have been reinvested in shorter term fixed rate
mortgages, which return a higher yield than mortgage backed
certificates with similar terms to maturity. Mortgage backed
securities totalled $18,623,000 and $25,629,000 at September 30,
1993 and 1992, respectively, a decrease of $7,006,000 or 27.3%.
Mortgage backed certificates are investments in first mortgage
loans with little or no credit risk, backed by either a
corporation with federal government agency status or directly by
the federal government. The market value of these securities,
in relation to our cost basis, has improved over the last two
years. This reflects the improvement in the prices of these
securities due to the significant decline in interest rates over
the same period. There is a risk of lower values in the event
of increases in interest rates. NorthLand has also been using
shorter term mortgage backed certificates for regulatory
liquidity.

NorthLand maintains all investment securities and mortgage
backed certificates as long term investments with the intention
and the ability to hold both to maturity. The Bank has not
established either a trading portfolio nor a held for sale
portfolio, nor is there any intention to utilize either type of
portfolio in the foreseeable future.

The average life of mortgage backed certificates will depend on
the term to maturity of the security. The longer term mortgage
backed securities have an average life of ten to twelve years,
the medium term securities have an average life of seven to
eight years, and the liquidity eligible securities have an
average life of 3.5 to four years. Significant changes in
interest rates over shorter time frames will effect the average
life of mortgage backed certificates due to increases or
decreases in the frequency of principal repayments.

Total deposits for NorthLand were $114,452,000 and $119,299,000
at September 30, 1993 and 1992, respectively, a decline of
$4,847,000 or 4.06%. The reduction can be attributed to the
decline in interest rates, the uninsured alternative investment
opportunities, and the disciplined liability pricing by the
Bank. Of this amount, $2,299,000 or 47.4% of the decrease was
attributed to core deposits, which are basic personal and
business customers of the Bank. A decline in the rate sensitive
short-term jumbo certificates of deposits held by public units
amounted to $1,177,000 or 24.3% of the decline in deposit
accounts. Rate sensitive short-term certificates held by other
institutions and/or acquired through brokers declined by
$1,288,000 or 26.6% of the total deposit decrease.

Certificates held by public units, advances from the Federal
Home Loan Bank of Chicago (FHLB), and certificates acquired
through brokers comprise the sources of funding that NorthLand
utilizes to supplement its seasonal and cyclical funding needs.
Generally, the Bank will utilize the least expensive source of
funding relative to a number of factors including, but not being
limited to, anticipated cash flows, future loan commitments,
repayments of current loan portfolio and mortgage backed
certificates, and interest rate risk. When the demand for short
term funding decreases, NorthLand relies less on these sources,
which in turn will result in reductions in rate-sensitive
deposits, FHLB advances and other borrowings.

NorthLand's long-term objective is to maintain and increase the
net interest rate margin, which is the difference between
interest earned on assets and interest paid on interest bearing
liabilities. This is the single most important source of
NorthLand's future profitability. At the same time it is
NorthLand's objective to establish and maintain adequate
valuation allowances for future loan losses.

LIQUIDITY AND CAPITAL RESOURCES

NorthLand's primary source of funds consists of deposits
received from the general public, amortization and repayment of
loans and loan participations, repayments of mortgage backed
certificates, and borrowings from both the Federal Home Loan
Bank of Chicago and other sources.

The Bank is required by federal regulation to maintain cash in
eligible investments in an amount equal to five per cent of
customer accounts and short term borrowings, to assure its
ability to meet demands for withdrawals and repayments for
short-term borrowings. The principal sources of liquidity for
NorthLand are deposits, principal and interest payments on
loans, and certain borrowings. The liquidity ratio of NorthLand
as defined by regulatory requirements was 5.45% at September 30, 1993.
The capital resources are used by NorthLand to meet its ongoing
commitments, to fund maturing certificates of deposit which are
redeemed, withdrawals of funds from other deposit accounts, repay
borrowings, fund existing and continuing loan commitments, participate
in real estate activities, maintain its liquidity, and meet operating
expenses.

RESULTS OF OPERATIONS

For the fiscal year ended September 30, 1993, NorthLand had net
income of $1,461,000. This compares with net income of $117,000
and $454,000 for the fiscal years ended September 30, 1992 and
1991, respectively. This is an increase of $1,344,000 comparing
fiscal 1993 to 1992, and a decrease of $337,000 comparing
fiscal 1992 to 1991. Included in the net income for fiscal 1993
was a credit to income tax expense in the amount of $353,000.
This was due to the adoption of FASB Number 109, accounting for
income taxes, which took place in the first quarter of the
fiscal year ended September 30, 1993.

The results of NorthLand's operations depend significantly on
its net interest income and fees from its operations. During
the last three years, NorthLand has worked hard to establish and
maintain an adequate interest rate spread. The emphasis placed
on strong asset liability and spread management is reflected in
the interest spread as measured by the net yield on average
interest assets of 4.84%, 4.22%, and 3.77% for the fiscal years
ended September 30, 1993, 1992, and 1991, respectively. The
substantial improvement of the net yield over the last three
years is reflective of the reduction in interest rates along with
the consistent and disciplined asset-liability pricing on the
part of NorthLand, and the consistent growth of the NorthLand
Finance Subsidiary.

During the last few years, NorthLand has focused on improving
the performance of non interest income through service charges
and fees. Biannually, NorthLand has gone through an exhaustive
analysis of all deposit accounts and the pricing of those
accounts. Fees generated from operations are affected by the
volume of transactions and the amount of the other chargeable
services offered by the Bank. Total non interest income was
$1,392,000, $1,544,000 and $1,209,000 for the fiscal years ended
September 30, 1993, 1992, and 1991, respectively. Non interest
income decreased in fiscal 1993 primarily due to a decline in
deposits resulting from lower interest rates.

INTEREST INCOME

Total interest income was $11,233,000, $12,172,000, and
$13,092,000 for the fiscal years ended September 30, 1993, 1992,
and 1991, respectively. The reduction in fiscal 1993 compared
to 1992 was $939,000 or 7.71%, and the reduction in fiscal 1992,
compared to 1991 was $920,000 or 7.03%. This was due primarily to the
reduction in interest rates over the last two and one half
years, as well as a decline in interest earning assets during
fiscal 1993. The yield on average interest earning assets was
9.18%, 9.59%, and 10.40% for the fiscal years ended September
30, 1993, 1992, and 1991, respectively.

Interest income on loans was $8,912,000, $9,437,000, and
$9,897,000 for the years ended September 30, 1993, 1992, and
1991, respectively. This was a reduction of $525,000 when
compared to fiscal 1992 and a reduction in fiscal 1992 of $460,000 when
compared to fiscal 1991. As with total interest income, the
reductions in fiscal 1993 and fiscal 1992 were due primarily to
the reduction in interest rates. Loan demand continued to be
very strong during fiscal 1993, primarily in mortgages. This
helped contribute positively to the net change in the net yield on
interest earning assets. The average yield on loans was 9.81%, 10.52 %,
and 11.35% for the fiscal years ended September 30, 1993, 1992,
and 1991, respectively.

Interest on mortgage backed certificates was $1,743,000,
$$2,042,000, and $2,354,000 for the fiscal years ended September
30, 1993, 1992, and 1991, respectively. This was reduction of
$299,000 or 14.64% in fiscal 1993 compared to fiscal 1992, and a
reduction of $312,000 or 13.25% in fiscal 1992 compared to fiscal
1991. The reduction is primarily due to the decline in interest rates,
which increased the rate of prepayments in the mortgage backed
portfolio, reducing the average portfolio balance, while
producing reinvestment opportunities at lower yields. Included
in the mortgage backed portfolio are shorter term mortgage
backed certificates, which are eligible for regulatory
liquidity. These shorter term securities have also had an
impact on lowering the yield on the mortgage backed portfolio.
The average yield on mortgage backed certificates was 7.65%,
7.95%, and 8.64% for the fiscal years ended September 30, 1993,
1992, and 1991, respectively.

Interest on investments and deposit accounts was $506,000,
$612,000, and $747,000 for the fiscal years ended September 30,
1993, 1992, and 1991, respectively. This represented a decline
in fiscal 1993 compared to fiscal 1992 of $106,000 or 17.32% and
a decline of $135,000 or 18.07% in fiscal 1992 compared to fiscal
1991. The reduction over the last two years has also been due to the
declines in interest rates and NorthLand's strategy of utilizing
shorter term mortgage backed certificates for investments
eligible for regulatory liquidity. The average yield on the
investment portfolio and deposit accounts was 7.83%, 6.42%, and
7.57% for the fiscal years ended September 30, 1993, 1992, and
1991, respectively.

INTEREST EXPENSE

Total interest expense was $5,302,000, $6,813,000, and
$8,348,000 for the fiscal years ended September 30, 1993, 1992,
and 1991, respectively. There was a decline in fiscal 1993
compared to fiscal 1992 of $1,511,000 or 22.18% and a decline of
$1,535,000 or 18.39% in fiscal 1992 compared to fiscal 1991. The
reduction is primarily due to the significant reduction in interest
rates over the last two and one half years, the disciplined and
conservative asset liability management, and to a lesser degree
the decline in the amount of average interest bearing
liabilities in fiscal 1993 compared to fiscal 1992 to
$117,123,000 from $120,870,000. The average cost of interest
bearing liabilities for fiscal 1993, 1992, and 1991, was 4.53%,
5.64%, and 6.91%, respectively.

Interest expense on deposit accounts was $5,250,000,
$6,725,000, and $8,259,000 for the fiscal years ended September
30, 1993, 1992, and 1991, respectively. The average cost of
deposits for fiscal 1993, 1992, and 1991, was 4.52%, 5.65%, and
6.92%, respectively. The weighted average cost of liabilities at
September 30, 1993 was 4.22%.

Interest expense on FHLB advances and other borrowings was
$52,000, $88,000, and $89,000 for the fiscal years ended
September 30, 1993, 1992, and 1991, respectively. The average
cost of FHLB advances was 4.92%, 5.01%, and 6.32% for fiscal
1993, 1992, and 1991, respectively. The weighted average cost
of FHLB advances at September 30, 1993 was 4.62%. Use of
advances, both overnight and term advances, are an important
part of the Bank's liquidity and asset liability management
strategies.

NET INTEREST INCOME
(BEFORE PROVISION FOR LOAN LOSSES)

Net interest income before provision for loan losses was
$5,931,000, $5,359,000, and $4,744,000 for the fiscal years
ended September 30, 1993, 1992, and 1991, respectively. This
was an increase in 1993 compared to fiscal 1992 of $572,000 or
10.67% and an increase of $615,000 or 12.96% in fiscal 1992 compared
to fiscal 1991. The average net yield on earnings assets was
4.84%, 4.22%, and 3.77% for fiscal 1993, 1992, and 1991,
respectively. The continued improvement in net interest income
can be attributed to the decline in interest rates over the
three year period, disciplined asset liability management and
pricing, and increases in the mortgage loan portfolio.<PAGE>

NORTHLAND BANK OF WISCONSIN, ssb AND SUBSIDIARIES
ASHLAND, WISCONSIN

PROVISION FOR LOAN LOSSES

The provision for loan losses was $447,000, $1,615,000, and
$733,000 for the fiscal years ended September 30, 1993, 1992,
and 1991, respectively. This was a decrease of $1,168,000 in
fiscal 1993 compared to fiscal 1992, and an increase of $882,000
compared to fiscal 1991. Net income in fiscal 1993 compared to
fiscal 1992 and 1991 increased substantially as a result
of the decreased level of provision of loan losses. The
decrease reflects the reduction in NorthLand's troubled assets
during recent years. This was achieved due to the strengthening
of the loan origination and underwriting process, improvement in
the classification process, and adopting systematic collection
and workout processes. Management has been committed to
maintaining adequate levels of allowances for future loan
losses, regardless of the impact on the earnings of the
institution. Management believes that large future provision
for loan losses will not be required. This long term strategy
has been one of the keys to improving the long-term shareholder
value.

Charge-offs in fiscal 1992 and 1991 were $1,420,000 and $766,000,
respectively, as management determined to stregthen the quality of
its loan portfolio. The larger than normal amount of change-offs also
contributed to the amount of provision for loan losses in these years
in that the Bank was required to cover these charge-offs in addition
to management's desire to increase its allowance for loan losses. At
September 30, 1993, non-accrual loans and non-performing assets amounted
to $657,000 and $2,257,000, respectively, of which no loan exceeded $290,000.

OTHER INCOME

Other income was $1,392,000, $1,544,000, and $1,209,000 for the
fiscal years ended September 30, 1993, 1992, and 1991,
respectively. This was a decrease in fiscal 1993 of $152,000 or
9.84% compared to fiscal 1992, and an increase in fiscal 1992 of
$335,000 or 27.71% compared to fiscal 1991. The biggest factor for the
reduction in fiscal 1993 was the decrease in gains on the sale
of securities of $97,000 compared to fiscal 1992.

Service charges on deposit accounts were $560,000, $587,000,
and $703,000 for the fiscal years ended September 30, 1993,
1992, and 1991, respectively. This is a decrease in fiscal 1993
of $27,000 or 4.6% compared to fiscal 1992, and a decrease in fiscal
1992 of $116,000 or 16.50% compared to fiscal 1991. NorthLand does a
biannual review of all transaction accounts, related minimum
balances, and service charges. This was completed during the
first quarter of fiscal 1991 and again in the second quarter of
fiscal 1993.

Net gains from the sale of investments were $191,000, $288,000,
and $21,000 for the fiscal years ended September 30, 1993, 1992,
and 1991, respectively. This was a reduction in fiscal 1993 of
$97,000 compared to fiscal 1992, and an increase in fiscal 1992 of
$267,000 compared to fiscal 1991. The amount in fiscal 1992 increased
compared to fiscal 1991 primarily due to the sale of long term
securities which were not eligible for regulatory liquidity and
did not fit into the long-term asset liability strategies of the
Bank. The fiscal 1993 gain decreased from fiscal 1992, due to a
restructuring of the mortgage backed certificate portfolio that
took place in early fiscal 1992. It is the objective of the
Bank to maintain a long term investment portfolio in both
mortgage backed certificates and investment portfolios.
NorthLand has the ability and intent to hold these securities
to maturity and has not created either a trading or held for
sale portfolio.

Most long term fixed rate first mortgage loans are sold into
the secondary market, primarily to the Federal Home Loan
Mortgage Company (FHLMC). To reduce the interest rate and
funding risks, NorthLand sells these loans on an individual
basis as soon as the loan is closed. Therefore NorthLand does
not maintain a held for sale portfolio for these mortgage loans.
The source of the gains realized on sales of loans are loan
fees and the difference between the Bank's basis in the loan
and the price received when the loan is sold. Gains from the
sale of these loans were $214,000, $243,000, and $0 for the
fiscal years ended September 30, 1993, 1992, and 1991,
respectively. This represents a small decrease in fiscal 1993
of $29,000 compared with fiscal 1992.

Other income was $427,000, $426,000, and $485,000 for the
fiscal years ended September 30, 1993, 1992, and 1991,
respectively. The amount was relatively unchanged in fiscal
1993 compared to fiscal 1992. The reduction in fiscal 1992 of
$59,000 compared to fiscal 1991 is due to non-investment gains
that were realized in 1991.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative (G&A) expenses were $4,981,000,
$4,960,000, and $4,458,000 for the fiscal years ended September
30, 1993, 1992, and 1991, respectively. The increase in fiscal
1993 was $21,000 or 0.4% compared to fiscal 1992, and an
increase in fiscal 1992 of $502,000 or 11.23% compared to fiscal
1991. NorthLand's long-term objective has been to hold down the
growth of G&A expenses and the results of fiscal 1993 indicates
that this has been achieved. G&A expenses increased in fiscal 1992
compared to fiscal 1991 primarily due to expansion of the NorthLand
Finance subsidiary, increased staff and training, and costs
associated with upgrades to the processing system.

The largest component of general and administrative expenses is
salary and employee benefits. This item totaled $2,592,000,
$2,388,000, and $2,096,000 for the fiscal years ended September
30, 1993, 1992, and 1991, respectively. The amount in fiscal
1993 increased by $204,000 or 8.54% compared to fiscal 1992.
The amount of the increase is due primarily to the
implementation of a staff bonus plan and the higher level of
income on which the employees' bonuses were calculated.

Net occupancy expense was $569,000, $504,000, and $506,000 for
the fiscal years ended September 30, 1993, 1992, and 1991,
respectively. This was an increase in fiscal 1993 of $65,000 or
12.9% compared to fiscal 1992, and a decrease in fiscal 1992 of $2,000
compared to fiscal 1991. Data processing expense was $356,000,
$464,000, and $327,000 for the fiscal years ended September 30,
1993, 1992, and 1991, respectively. This is a decrease in
fiscal 1993 of $108,000 or 23.3% compared to fiscal 1992, and an
increase compared to fiscal 1991 of $29,000. The fiscal 1992
figure was substantially higher due to the upgrading of computer
hardware that took place during that fiscal year.

Amortization expense was $107,000, $107,000, and $122,000 for
the fiscal years ended September 30, 1993, 1992, and 1991,
respectively. The amount of amortization will be stable over
the remaining years until the goodwill is completely amortized.
The federal insurance premium, which is the cost of deposit
insurance, was $259,000, $271,000, and $262,000 for the fiscal
years ended September 30, 1993, 1992, and 1991, respectively.
The decline in fiscal 1993 was $12,000 compared to fiscal 1992
and is due to the lower deposit balances. Other operating
expenses were $1,098,000, $1,226,000, and $1,145,000, for the
fiscal years ended September 30, 1993, 1992, and 1991,
respectively. This is a decrease of $128,000 in fiscal 1993
compared to fiscal 1992 and is attributable primarily to the
reduction in expenses related to real estate owned and workouts
of other troubled loans.

INCOME TAXES

The provision for income tax expense was $787,000, $211,000,
and $308,000 for the fiscal years ended September 30, 1993,
1992, and 1991, respectively. The provision for income tax
expense in fiscal 1993 more closely approximates the effective
tax rate of the Bank than did the provision in fiscal 1992, due
to the adoption of FASB Number 109 "Accounting for Income
Taxes". The adoption of this accounting principle lead to a one
time credit to income for the cumulative effect of the change of
$353,000 or $0.71 per share.

INFLATION

The financial statements and related data presented herein have
been prepared in accordance with generally accepted accounting
principles, which require the measurement of financial position
and operating results in terms of historic dollars without
considering changes in the relative purchasing power of money
over time due to inflation. Unlike most industrial companies,
substantially all of the assets and liabilities of a financial
institution are monetary in nature. As a result, interest rates
do not necessarily move in the same direction or in the same
magnitude as the price of goods and services, as measured by the
consumer price index.

Inflation during the years 1991 through 1993 was significantly
lower than in the years of the late seventies and early
eighties. The lower inflation rate has resulted in smaller
increases in collateral values than experienced in previous
periods. However, at the same time, the value of the loans
secured by such collateral has increased as a result of the
increase in the differential between interest on loans and
investments and the Bank's cost of funds. Thus, given the
absence of significant inflation, there has been no significant
inflationary impact on the Bank's condition for the last several
years.

CURRENT ACCOUNTING DEVELOPMENTS

In December 1990, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards No.
("SFAS") 106, "Employers' Accounting for Post-retirement
Benefits Other Than Pensions". SFAS 106 established accounting
standards for employers' accounting for post-retirement
benefits, particularly post-retirement health care benefits.
SFAS 106 is effective for fiscal years beginning after December
15, 1992. Because the bank does not provide any significant
post-retirement benefits, the statement is not expected to have
a material effect on the bank's financial condition or results
of operations.

In December 1991, the FASB issued SFAS 107 "Disclosure About
Fair Value of Financial Instruments." SFAS 107 if effective for
fiscal years ending after December 15, 1992 for companies with
assets of more than $150 million. For companies with assets
less than $150 million, SFAS 107 is effective for fiscal years ending
after December 15, 1995. This Statement requires entities to disclose the
fair value of financial instruments of both assets and liabilities
recognized and not recognized in the statement of financial
condition. Management anticipates that implementation of SFAS
107 will have no material effect on the bank's financial
position since the statement extends only to financial statement
disclosures.

In November 1992, the FASB issued SFAS 112, "Employers'
Accounting for Post-employment Benefits." SFAS 112 establishes
accounting standards for employers who provide benefits to
former or inactive employees after employment but before
retirement. The statement is effective for fiscal years
beginning after December 31, 1993. Under the new standard,
employers are required to recognize an obligation for such
benefits if payment of such benefits is probable and certain
other conditions are met. Because the bank does not provide
post-employment benefits, management does not believe SFAS 112
will have a material effect on the bank's financial condition or
results of operations.

In May 1993, the FASB issued SFAS 114, "Accounting by Creditors
for Impairment of a Loan". SFAS 114 is effective for fiscal
years beginning after December 15, 1994. Early adoption of SFAS
114 is allowed. SFAS 114 requires that impaired loans be
measured at the present value of expected future cash flows
discounted at the loan's original effective interest rate or, as
a practical expedient, at the loan's observable market price or
the fair value of the collateral if the loan is collateral
dependent. Management does not believe that adoption of SFAS
114 will have a material effect on the bank's financial
condition or results of operations.

In February 1993, the FASB issued SFAS 115 " Accounting for
Certain Investments in Debt and Equity Securities." The
statement addresses the accounting and reporting for investments
in equity securities that have readily determinable fair values
and for all investments in debt securities as defined. Those
investments would be classified in three categories and be
accounted for as follows: debt securities that the entity has
the positive intent and ability to hold to maturity would be
classified as held to maturity and reported at amortized cost;
debt and equity securities that are held for current resale
would be classified as trading securities and reported at fair
value, with unrealized gains and losses included in earnings;
debt and equity securities not classified as either securities
held to maturity or trading securities would be classified as
securities available for sale and reported at fair value, with
unrealized gains and losses reported as a net amount in a
separate component of shareholders' equity. This statement is
effective for fiscal years beginning after December 15, 1993.
The bank plans to adopt the provisions of the statement in its
fiscal year ending September 30, 1994, and cannot at this time
estimate what effect adoption will have on the bank's financial
condition or results of operations.

<PAGE>
NORTHLAND BANK OF WISCONSIN, SSB AND SUBSIDIARIES
ASHLAND, WISCONSIN
CONSOLIDATED BALANCE SHEET
September 30,
<TABLE>
<CAPTION>
ASSETS
1993 1992
<S> <C> <C>

Cash and cash equivalents (interest bearing of
$488,000 in 1993 and $1,009,000 in 1992) $3,390,000 $4,414,000
Investments - market value of $6,240,000 in 1993
and $6,853,000 in 1992 (Note 2) 5,999,000 6,719,000
Mortgage backed certificates - market value of
$19,336,000 in 1993 and $26,821,000 in 1992 (Note 3) 18,623,000 25,629,000
Loans receivable - net (Note 4) 95,666,000 89,058,000
Accrued interest receivable (Note 5) 971,000 1,260,000
Foreclosed properties and properties subject to
foreclosure (Note 6) 83,000 964,000
Premises and equipment (Note 7) 2,462,000 2,676,000
Cost in excess of net assets of acquired businesses
- net of accumulated amortization of $1,135,000 in
1993 and $1,026,000 in 1992 726,000 834,000
Deferred tax asset (Note 10) 457,000 - -
Prepaid expenses and other assets 283,000 216,000

TOTAL ASSETS $128,660,000 $131,770,000

LIABILITIES AND STOCKHOLDERS' EQUITY
1993 1992
Liabilities:
Savings accounts (Note 8) $114,452,000 $119,299,000
Advances Federal Home Loan Bank (Note 9) 1,000,000 1,000,000
Advances from borrowers for taxes and insurance 453,000 577,000
Accounts payable and accrued expenses 690,000 699,000
Dividends payable - - 74,000
Income taxes payable (Note 10):
Currently due 673,000 86,000
Deferred 206,000 73,000

Total liabilities 117,474,000 121,808,000

Commitments and contingencies (note 11 and 13)

Stockholders' equity (Note 12):
Common Stock - $1 par value - 1,000,000 shares
authorized - 494,148 shares issued 494,000 494,000
Additional paid-in capital 4,294,000 4,294,000
Retained earnings - substantially restricted 6,398,000 5,174,000
11,186,000 9,962,000

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $128,660,000 $131,770,000
============ ============

THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARE AN INTEGRAL PART OF THESE STATEMENTS
</TABLE>
<PAGE>
NORTHLAND BANK OF WISCONSIN, SSB AND SUBSIDIARIES
ASHLAND, WISCONSIN
CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended September 30,
<TABLE>
<CAPTION>
1993 1992 1991
<S> <C> <C> <C>
Interest income:
First mortgage loans $5,465,000 $5,818,000 $6,878,000
Consumer and other loans 3,447,000 3,619,000 3,019,000
Mortgage-backed certificates 1,743,000 2,042,000 2,354,000
Investment securities 506,000 612,000 747,000
Other interest income 72,000 81,000 94,000
Total interest income 11,233,000 12,172,000 13,092,000
Interest expense:
Savings (Note 8) 5,250,000 6,725,000 8,259,000
Borrowed funds (Note 9) 52,000 88,000 89,000
Total interest expense 5,302,000 6,813,000 8,348,000
Net interest income 5,931,000 5,359,000 4,744,000
Provision for loan losses (Note 4) 447,000 1,615,000 733,000
Net interest income after provision
for loan losses 5,484,000 3,744,000 4,011,000
Other income:
Service charges on deposit accounts 560,000 587,000 703,000
Gain from sale of investment securities 191,000 288,000 21,000
Gain from sale of mortgage loans 214,000 243,000 - -
Other 427,000 426,000 485,000
Total other income 1,392,000 1,544,000 1,209,000

General and administrative expenses:
Salaries and employee benefits $2,592,000 $2,388,000 $2,096,000
Net occupancy expense 569,000 504,000 506,000
Data processing 356,000 464,000 327,000
Amortization 107,000 107,000 122,000
Federal insurance premium 259,000 271,000 262,000
Other 1,098,000 1,226,000 1,145,000
Total 4,981,000 4,960,000 4,458,000
Income before income taxes and cumulative of a change
in accounting principle 1,895,000 328,000 762,000
Provision for income taxes (Note 10) 787,000 211,000 308,000
Income before cumulative effect of a change
in accounting principle 1,108,000 117,000 454,000
Cumulative effect of change in accounting principle
(Note 10) 353,000 - - - -
Net income $1,461,000 $117,000 $454,000

Earnings per share
Income before cumulative effect of a change
in accounting principle $2.25 $0.24 $0.92
Cumulative effect of change in accounting
principals 0.71 - - - -
Net income $2.96 $0.24 $0.92
</TABLE>
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARE AN INTEGRAL PART OF THESE STATEMENTS<PAGE>

NORTHLAND BANK OF WISCONSIN, SSB AND SUBSIDIARIES
ASHLAND, WISCONSIN
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Years ended September 30,

Retained
Additional Earnings - Total
Common Paid-in Substantially Stockholders'
Stock Capital Restricted Equity
<S> <C> <C> <C> <C>

Balance - September 30, 1990 $494,000 $494,000 $5,197,000 9,985,000

Net income - - - - 454,000 454,000

Dividends $.60 per share - - - - (297,000) (297,000)

Balance - September 30, 1991 494,000 $494,000 5,354,000 10,142,000

Net income - - - - 117,000 117,000

Dividends $.60 per share - - - - (297,000) (297,000)

Balance - September 30, 1992 494,000 $494,000 5,174,000 9,962,000

Net income - - - - 1,461,000 1,461,000

Dividends $.48 per share - - - - (237,000) (237,000)

Balance - September 30, 1993 $494,000 $494,000 $6,398,000 $11,186,000

</TABLE>
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARE AN INTEGRAL PART OF THESE STATEMENTS

<PAGE>

NORTHLAND BANK OF WISCONSIN, SSB AND SUBSIDIARIES
ASHLAND, WISCONSIN
CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended September 30,
<TABLE>
<CAPTION>

1993 1992 1991

<S> <C> <C> <C>
Cash provided by operating activities:
Net income $1,461,000 $117,000 $454,000
Adjustments to reconcile net income
to net cash provided by operations:
Depreciation 451,000 499,000 383,000
Provision for losses 447,000 1,615,000 733,000
Amortization 107,000 107,000 123,000
Common stock dividends from FHLB (10,000) (40,000) (23,000)
Deferred income taxes (88,000) (46,000) 45,000
Net gain on sales of investment and
mortgage loans (405,000) (531,000) (21,000)
Mortgage loans originated for sale (9,376,000) (9,607,000) (2,983,000)
Proceeds from mortgage loans originated
for sale 9,590,000 9,850,000 3,004,000
Increase (decrease) in:
Accounts payable and accrued expense (9,000) (88,000) (707,000)
Accrued income taxes payable 587,000 86,000 - -
Decrease (increase) in:
Accrued interest receivable 289,000 246,000 (19,000)
Prepaid expenses and other assets (302,000) 52,000 263,000
Net cash provided by operating
activities 2,742,000 2,260,000 1,252,000
Cash provided by investing activities:
Principal collected on long-term loans 13,362,000 26,921,000 29,300,000
Long-term loans originated or acquired (19,536,000) (29,071,000) (34,812,000)
Principal collected on mortgage-backed
obligations 8,123,000 4,401,000 3,025,000
Purchases of mortgage-backed obligations (1,912,000) (9,175,000) (5,044,000)
Proceeds from sale of mortgage-backed
obligations 795,000 7,412,000 - -
Purchase of office properties and equipment (237,000) (296,000) (160,000)
Proceeds from sales and maturities of
investment securities 2,980,000 1,687,000 1,856,000
Purchases of investment securities (2,059,000) - - - -
Net cash provided by (used in)
investment securities 1,516,000 1,879,000 (5,835,000)
Cash provided by financing activities:
Net increase (decrease) in savings accounts (4,847,000) (3,742,000) 4,310,000
Net increase (decrease) in short-term
borrowing - - (500,000) 500,000
Proceeds from long-term borrowing - - 500,000 500,000
Net increase (decrease) in advances by
borrowers for taxes and insurance (124,000) 53,000 56,000
Dividends paid (311,000) (297,000) (297,000)
Net cash provided by (used in)
financing activities (5,282,000) (3,986,000) 5,069,000

Increase (decrease) in cash and equivalents (1,024,000) 153,000 486,000

Cash and equivalents - beginning 4,414,000 4,261,000 3,775,000
Cash and equivalents - ending $3,390,000 $4,414,000 $4,261,000
Supplemental schedule of noncash investing activities:
Interest paid on savings accounts $5,282,000 $6,843,000 $8,219,000
Interest paid on borrowings 52,000 88,000 89,000
Income tax payments made 104,000 132,000 130,000
</TABLE>

THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARE AN INTEGRAL PART OF THESE STATEMENTS

<PAGE>
NORTHLAND BANK OF WISCONSIN SSB AND SUBSIDIARIES
ASHLAND, WISCONSIN
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.
Summary of Significant Accounting Policies:

Business:

The Bank and its subsidiaries are principally engaged in providing various
related services in the thrift industry. Substantially all of the Bank's
business activity is with customers in Northern Wisconsin.

Principles of Consolidation:

The accompanying consolidated financial statements include the accounts of
NorthLand Bank of Wisconsin, SSB and its wholly-owned subsidiaries,
NorthLand Finance, Inc., NorthLand Oil Company of Wisconsin, Inc., and
NorthLand Investment Company of Wisconsin, Inc. All significant
intercompany balances and transactions between the Bank and its subsidiaries
have been eliminated.

Cash Equivalents:

Cash equivalents consist of federal funds sold, certificates of deposit and
funds due from banks with maturities of three months or less.

Investments:

Debt securities are carried at cost, adjusted for premiums and discounts that
are recognized in interest income using the interest method over the
period to maturity. This reflects management's ability and intention
to hold such investments to maturity. Equity securities are carried at the
lower of cost or market. Gains or losses on the sale of investments are
recognized in income at the time of sale, with cost being recorded on the
specific identification method.

Mortgage-Backed Securities:

Mortgage-backed and related securities are stated at cost, adjusted for
amortization of premiums and accretion of fees and discounts using a method
that approximates level yield. The Bank has adequate liquidity and equity
and it is generally management's intention to hold such assets to maturity.
Should any be sold, gains and losses will be recognized based on the
specific identification method. All sales are made without recourse.

Loans Receivable:

Loans receivable are stated at unpaid principal balances, less the allowance
for loan losses, and net of deferred loan origination fees and discounts.
Interest on loans is recorded as earned. Generally, allowances are
established for uncollected interest based upon management's evaluation of the
collectibility on those loans more than ninety days past due.

Allowance for Loan Losses:

The Bank provides valuation allowances for estimated losses on loans at a
level considered adequate by management to provide for potential loan
losses. The adequacy of the allowance for loan losses is based on
management's valuation of the loan portfolio, past loan experience
and current and prospective economic conditions.

Foreclosed Real Estate and Properties Subject to Foreclosure:

Real estate owned which was acquired by foreclosure or by deed in lieu of
foreclosure is carried at the fair value at date of foreclosure.
Real estate in judgement and subject to redemption is carried at
the lower of cost or fair value. Valuations are periodically performed
by management and an allowance for losses is established by a charge to
operations if the carrying value of a property exceeds its fair market
value estimated costs to sell.

Premises and Equipment:

Land is carried at cost. Buildings, leasehold improvements, and furniture,
fixtures and equipment are carried at cost less accumulated depreciation
and amortization, computed by the straight-line method over the estimated
useful lives of the assets.

Cost in Excess of Net Assets of Acquired Businesses:

The cost in excess of net assets of acquired businesses is being amortized by
the straight-line basis over fifteen years.

Deferred Income Taxes:

Deferred income taxes are provided on income and expense items when they are
reported differently for financial statement purposes in periods different
from the periods in which these items are recognized in the Bank's
income tax returns.

Loan Sales:

The Bank generates additional funds for lending by selling real estate loans.
Gains or losses on such sales are recognized at the time of the sale and are
determined by the difference between the net sale proceeds and the unpaid
principal balance of the loans sold adjusted for any yield differential,
servicing fees and servicing costs applicable to future years. Loans
originated for sale in the secondary market are sold on an individual
basis as originated.

<PAGE>
Note 1.
Summary of Significant Accounting Policies - Continued:

Loan Discounts and Premiums:

The excess of the unpaid principal balances of mortgage loans of an acquired
business over the fair values assigned to such loans at the acquisition date
is being amortized using the level-yield method, adjusted for prepayments,
over the weighted average terms to maturity.

Loan Fees:

Loan origination and commitment fees and certain direct loan origination costs
are being deferred and the net amount amortized as an adjustment of the
related loan's yield on the level yield method, over the contractual
life of the loan.

Employee Benefit Plan:

The Bank and its subsidiaries have a qualified profit-sharing plan for
substantially all of its full-time employees. The plan provides for
contributions in an amount which is at the discretion of the Bank's Board
of Directors. The contribution for the years ended September 30, 1993, 1992
and 1991 was $60,000, $60,000 and $60,000, respectively.

Earnings Per Share:

Earnings per share of common stock is based on the weighted average number of
shares of common stock and common stock equivalents outstanding during the
year. The resulting number of shares used in computing earnings per share
for each of the years ended September 30, 1993, 1992, and 1991 were 494,148.

Reclassifications:

Certain items on the 1991 and 1992 financial statements have been reclassified
to conform to the 1993 reporting classification.

Note 2. Investment Securities:

Investment securities consist of the following at September 30:

1993
Carrying value Market value
U.S. Treasury and agency obligations $2,500,000 $2,560,000
Commercial paper and other
investments 2,750,000 2,931,000
Federal Home Loan Bank common
stock 749,000 749,000
$5,999,000 $6,240,000

1992
U.S. Treasury and agency obligations Carrying value Market value
Commercial paper and other $2,838,000 $2,864,000
investments
Federal Home Loan Bank common 3,142,000 3,250,000
stock
739,000 739,000
$6,719,000 $6,853,000
<PAGE>
1991
U.S. Treasury and agency obligations Carrying value Market value
Commercial paper and other $3,319,000 $3,266,000
investments
Federal Home Loan Bank common 4,141,000 4,028,000
stock
698,000 698,000
$8,158,000 $7,992,000

The amortized cost and estimated market values of investments in debt
securities are as follows as of September 30,:
<TABLE>
<CAPTION>
1993 Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
<S> <C> <C> <C> <C>
U.S. Treasury and agency obligations $ 2,500,000 $60,000 $ - - $2,560,000
Commercial paper and other
investments 2,750,000 181,000 - - 2,931,000
$ 5,250,000 $ 241,000 - - $5,491,000

1992 Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
U.S. Treasury and agency obligations $2,838,000 $81,000 ($55,000) $2,864,000
Commercial paper and other
investments 3,142,000 109,000 (1,000) 3,250,000
$5,980,000 $190,000 ($56,000) $6,114,000

</TABLE>

<PAGE>
Note 2. Investment Securities - Continued:
<TABLE>
<CAPTION>
1991 Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
<S> <C> <C> <C> <C>
U.S. Treasury and agency obligations $3,319,000 $15,000 ($68,000) $3,266,000
Commercial paper and other
investments 4,141,000 0 (113,000) 4,028,000
$7,460,000 $15,000 ($181,000) $7,294,000

</TABLE>

The amortized cost and estimated market value of debt securities at September
30, 1993, by contractual maturity, are shown below. Expected maturities will
differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
Commercial Total Estimated
U.S. Treasury and Other Amortized Market
and Agency Investments Cost Value
<S> <C> <C> <C> <C>
Due in one year or less $ - - $ - - $ - - $ - -
Due one year through five 2,264,000 760,907 3,024,907 3,111,000
Due five years through ten 236,000 - - 236,000 236,000
Due after ten years - - 1,989,000 1,989,000 2,144,000
$2,500,000 $2,749,907 $5,249,907 $5,491,000

</TABLE>

Note 3. Mortgage-Backed Securities:

The carrying values and estimated market values of mortgage-backed securities
are summarized as follows at September 30:

Principal Unearned Unearned Carrying Market
Balance Premiums Discounts Value Value
<S> <C> <C> <C> <C> <C>
1993:
GNMA $1,850,000 $11,000 ($12,000) $1,849,000 $1,937,000
FHLMC 11,273,000 23,000 (14,000) $11,282,000 11,733,000
FNMA 5,472,000 28,000 (8,000) 5,492,000 5,666,000
$18,595,000 $62,000 ($34,000) $18,623,000 $19,336,000

1992:
GNMA $2,442,000 $32,000 ($15,000) $2,459,000 $2,627,000
FHLMC 16,851,000 31,000 (17,000) $16,865,000 17,681,000
FNMA 6,289,000 27,000 (11,000) 6,305,000 6,513,000
$25,582,000 $90,000 ($43,000) $25,629,000 $26,821,000
/TABLE
<PAGE>
Note 4. Loans Receivable:

Loans receivable are summarized as follows as of September 30:

<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
First mortgage loans - one to four family $52,743,831 $46,971,000
First mortgage loans - other 15,434,000 14,093,000
Participation loans 574,000 996,000
Consumer loans 16,538,000 16,701,000
Commercial loans 11,404,000 11,099,000
Totals 96,693,831 89,860,000
Add: Unamortized premium on loans purchased 194,000 240,000
Less: Undisbursed loan funds 47,831 16,000
Allowance for losses 922,000 859,000
Deferred loan fees 252,000 167,000
1,221,831 1,042,000
Total loans receivable $95,666,000 $89,058,000
</TABLE>

Loans serviced for others not included in the above amounts at September 30,
1993, 1992 and 1991 were $27,084,000, $26,735,000, and $29,208,000,
respectively.

Premium on loans purchased consists of the excess of fair market value over
book value of the loans acquired with the purchase of the Bank's Minocqua,
Wisconsin branch. The premium of $500,000 is being amortized over 12 years
using the interest method.

Transactions in the allowance for losses on loans are summarized as follows
for the years ended September 30:

<TABLE>
<CAPTION>
1993 1992 1991
<S> <C> <C> <C>
Balance - beginning $859,000 $664,000 $697,000
Provision 447,000 1,615,000 733,000
Chargeoffs (384,000) (1,420,000) (766,000)
Balance - ending $922,000 $859,000 $664,000

</TABLE>

Loans receivable from officers and directors totalled $1,957,000 and
$1,032,000 at September 30, 1993 and 1992, respectively. During the year
ended September 30, 1993 $1,063,000 of new loans were made and repayments
totalled $138,000.

<PAGE>
Note 5. Accrued Interest Receivable:

Accrued interest receivable is summarized as follows at September 30:

1993 1992
Loans receivable $695,000 $807,000
Mortgage backed certificates 177,000 256,000
Investments 99,000 197,000
$971,000 $1,260,000

Note 6. Foreclosed Properties and Properties Subject to Foreclosure:

Foreclosed properties and properties subject to foreclosure are summarized
as follows at September 30:
1993 1992
Real estate acquired in settlement of loans $75,000 $436,000
Real estate in judgement and subject to redemption 7,000 410,000
Consumer goods owned 1,000 118,000
$83,000 $964,000

Note 7. Premises and Equipment:

Premises and equipment are summarized by major classification as follows at
September 30:
1993 1992

Land and improvements $423,000 $423,000
Buildings and improvements 2,031,000 1,917,000
Leasehold improvements 104,000 105,000
Furniture, fixtures and equipment 2,593,000 2,460,000
Total 5,151,000 4,905,000
Less accumulated depreciation 2,689,000 2,229,000
Net office property and equipment $2,462,000 $2,676,000

Note 8. Savings Accounts:

Savings accounts are summarized as follows at September 30:
1993 1992
Amount % Amount %

Passbook rates $23,819,000 21 $21,176,000 15
NOW accounts 23,408,000 20 20,566,000 15
Money market deposit 2,144,000 2 1,976,000 2
Certificates of deposit
3-4.99% 27,482,000 25 32,774,000 27
5-6.99% 16,464,000 14 18,074,000 15
7-8.99% 6,294,000 5 15,032,000 12
9-10.99% 9,884,000 9 7,239,000 6
11 or greater 4,957,000 4 2,462,000 2
65,081,000 57 75,581,000 68
Total savings accounts $114,452,000 100% $119,299,000 100%

<PAGE>
Savings accounts are summarized by weighted average rate as follows at
September 30:
1993 1992
Passbook rates 2.33% 3.65%
NOW accounts 2.25% 2.84%
Money market deposit 2.70% 3.37%
Certificates of deposit 5.13% 6.28%

Interest on savings is comprised of the following for the years ended
September 30:
1993 1992 1991
NOW and money market $455,000 $526,000 $704,000
Passbook savings 582,000 867,000 1,031,000
Certificates of deposit 4,213,000 5,332,000 6,524,000
Total interest on savings $5,250,000 $6,725,000 $8,259,000

The following is a summary of certificate maturities for each of the next
four years by rate:

<TABLE>
<CAPTION>
Rates 1994 1995 1996 Thereafter
<S> <C> <C> <C> <C>
3% $482,000 $84,000 $ - - $10,000
4% 25,200,000 1,696,000 - - 10,000
5% 6,719,000 2,783,000 2,085,000 371,000
6% 1,614,000 757,000 252,000 1,883,000
7% 1,866,000 372,000 62,000 904,000
8% 1,091,000 249,000 1,283,000 467,000
9% 1,017,000 751,000 487,000 2,931,000
10% 458,000 13,000 381,000 3,846,000
11% 574,000 2,376,000 1,321,000 686,000
$39,021,000 $9,081,000 $5,871,000 $11,108,000
</TABLE>

The amount of brokered deposits included above totalled $993,000 and $2,281,000
at September 30, 1993 and 1992, respectively.

<PAGE>
Note 9. Advances Federal Home Loan Bank:

Advances from the Federal Home Loan Bank are collateralized by Federal Home
Loan Bank stock and pledges of certain real estate mortgage loans.
These advances are due on demand and are summarized as follows at
September 30:
1993 1992

Advances with interest at indexed rates (4.62%
at September 30, 1993 and 4.925% at September 30,
1992) due during the following years:

1994 $250,000 $250,000
1995 250,000 250,000
1996 500,000 500,000
$1,000,000 $1,000,000

Interest on all borrowings is comprised of the following for the years ended
September 30:

1993 1992 1991

Interest on short-term borrowings $ - - $42,000 $77,000
Interest on long-term borrowings 52,000 46,000 12,000
$52,000 $88,000 $89,000

Note 10. Income Taxes:

Effective October 1, 1992, the Bank changed its method of accounting for
income taxes from the deferred method to the liability method required by
SFAS No. 109, "Accounting for Income Taxes." As permitted under the
new rules, prior years' financial statements have not been restated. The
cumulative effect of the adoption of SFAS No. 109 as of October 1, 1992 was
to increase net income by $353,000. This credit resulted primarily from the
recognition of benefits attributed to the accumulation of financial statement
allowances in excess of allowable tax bad debt reserves after the base year
(September 30, 1988).

The provision for income taxes differs from that computed at federal and state
statutory corporate rates, as follows for the years ended September 30:

<TABLE>
<CAPTION>
1993 1992 1991
<S> <C> <C> <C>
Tax at federal statutory rate $644,000 $112,000 $259,000
Increases (decreases) in taxes:
State income tax - net of federal benefit 104,000 18,000 40,000
Tax exempt interest (5,000) (6,000) (15,000)
Amortization 36,000 36,000 36,000
Other 8,000 51,000 (12,000)
$787,000 $211,000 $308,000
</TABLE>
<PAGE>
The provision for income taxes consists of the following for the years
ended September 30:
1993 1992 1991
Current $876,000 $257,000 $263,000
Deferred (89,000) (46,000) 45,000
$787,000 $211,000 $308,000

Deferred tax expense results from timing differences in the recognition of
income and expense for tax and financial reporting purposes. The sources of
the differences and the related tax effects were as follows for the years
ended September 30:

1993 1992 1991
Depreciation ($35,000) ($52,000) ($12,000)
Provision for loan losses (52,000) - - - -
Provision for investment losses - - - - 54,000
Loan fees (34,000) - - - -
Other 32,000 6,000 3,000
($89,000) ($46,000) $45,000

The Bank has qualified under the provisions of the Internal Revenue Code which
permit as a deduction from taxable income an allowance for bad debts
which differs from the provision for such losses charged to income.
Accordingly, retained earnings at September 30, 1993, includes
$1,990,000 for which no provision for income taxes has been made.
If in the future this portion of retained earnings is used for any purpose
other than to absorb bad debt losses, federal income taxes may be imposed
at the then applicable rates.

Note 11. Commitments:

In the ordinary course of business the Bank has various outstanding commitments
and contingent liabilities that are not reflected in the accompanying
consolidated financial statements. In addition, the Bank and it's subsidiaries
are defendants in certain claims and legal actions arising in the ordinary
course of business. In the opinion of management, after consultation with
legal counsel, the ultimate disposition of these matters is not expected to
have a material adverse effect on the consolidated financial positions
of the Bank and it's subsidiaries. The principal commitments of the Bank
and it's subsidiaries are as follows:

<PAGE>
Note 11. Commitments - Continued:

Loan commitments:

In addition to undisbursed loan funds, the Bank has commitments to originate
variable rate mortgage loans of $826,000 for prevailing market rates (6.75%)
at September 30, 1993.

Lease commitments:

At September 30, 1993, the Bank and it's subsidiaries were obligated under
noncancelable operating leases for office space. Certain leases contain
escalation clauses providing for increased rentals. Net rent expenses under
operating leases, included in occupancy expenses, were $70,000, $63,000, and
$54,000, for the years ended September 30, 1993, 1992 and 1991, respectively.

Projected minimum rental payments under the lease terms at September 30, 1993
are as follows:

Years ended September 30, Amount

1994 $58,000
1995 37,000
1996 23,000
1997 9,000
$127,000

Note 12. Stockholders' Equity:

On August 9, 1989, the Financial Institutions Reform, Recovery and Enforcement
Act (FIRREA) was passed and the Savings Association Insurance Fund (SAIF)
was established as a fund of the Federal Deposit Insurance Fund (FDIC).
Deposits in the Banks are insured to the maximum allowable amounts by
this fund.

Provision of FIRREA impose stricter minimum capital requirements on SAIF-
insured institutions than had been imposed before and further mandated
that regulations be promulgated by SAIF which establish additional capital
requirements. These regulations went into effect on December 7, 1989.

Under the provisions of FIRREA, the Banks are required to meet tangible, core
and risk-based capital requirements. Tangible capital generally consists
of stockholders' equity minus certain intangible assets. Core capital
generally consists of stockholders' equity. The risk based capital
requirements presently address credit risk related to both recorded assets
and off-balance sheet commitments and obligations.

The Banks' various Office of Thrift Supervision (OTS) regulatory measurements
at September 30, 1993 are determined as set forth below:

Bank's stockholders' equity $11,186,000
Less investment in nonincludable subsidiaries (49,000)
Less goodwill (726,000)
Tangible Capital 10,411,000
Add qualifying intangibles 726,000
Core Capital 11,137,000
Add general valuation allowances 842,000
Risk-Based Capital $11,979,000

The following is a summary of the Bank's minimum capital requirements at
September 30, 1993:
Capital
Minimum Bank's in Excess of
Requirement Capital Requirement

Leverage based core capital $3,830,000 $11,137,000 $7,307,000
Tangible capital 1,912,000 10,411,000 8,499,000
Risk-based capital 6,672,000 11,979,000 5,307,000

Leverage based core capital 3.00% 8.72% 5.72%
Tangible capital 1.50% 8.17% 6.67%
Risk-based capital 8.00% 14.36% 6.36%

In addition to the above requirements, the Bank, as a condition of it's charter
issued by the Office of the Commissioner of Savings and Loans of the State
of Wisconsin, is required to maintain a minimum level of capital. The Bank
exceeded the Wisconsin minimum capital requirement of $7,707,000 by
$3,478,000, at September 30, 1993.

Note 13. Financial Instruments with Off-Balance-Sheet Risk:

The Bank is a party to financial instruments with off-balance sheet risk in
the normal course of business to meet the financing needs of its customers
and to reduce its own exposure to fluctuations in interest rates. These
financial instruments include commitments to extend credit and standby
letters of credit. Those instruments involve, to varying degrees, elements of
credit and interest-rate risk in excess of the amount recognized in the
balance sheet. The contract or notional amounts of those instruments
reflect the Bank's involvement in particular classes of financial instruments.

<PAGE>
Note 13. Financial Instruments with Off-Balance-Sheet Risk - Continued:

The Bank's exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for commitments to extend credit, standby
letters of credit and financial guarantees written is represented by the
contractual notional amount of those instruments. The Bank uses the same
credit policies in making commitments and conditional obligations as it
does for on-balance sheet instruments. Unless noted otherwise the Bank does
not require collateral or other security to support financial instruments
with credit risk.

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since many of the commitments are
expected to expire without being drawn upon, the total commitment amounts
do not necessarily represent future cash requirements. The Bank evaluates
each customer's credit worthiness on a case-by-case basis. Generally
collateral is not obtained.

Standby letters of credit and financial guarantees written are conditional
commitments issued by the Bank to guarantee the performance of a customer
to a third party. Those guarantees are primarily issued to support public
and private borrowing arrangements. These guarantees expire in decreasing
amounts through 1995. The credit risk involved in issuing letters of credit
is essentially the same as that involved in extending loan facilities to
customers. Generally the Bank does not require collateral for these contracts.

Contract or
Financial instruments the contract amounts Notional
of which represent credit risk: Amount

Commitments to extend credit $1,710,000
Standby letters of credit 451,000
Financial guarantees 769,000

Note 14. Subsequent Event:

Subsequent to the end of the year the Bank's Board of Directors approved an
agreement with First Financial Corporation, whereby the bank's common stock
will be traded for First Financial Corporation common stock and then merged
with the acquiror. This merger is subject to approval by the shareholders
and regulatory authorities.

<PAGE>

INDEPENDENT AUDITOR'S REPORT

Board of Directors
NorthLand Bank of Wisconsin, SSB

We have audited the accompanying consolidated balance sheets of NorthLand Bank
of Wisconsin, SSB and Subsidiaries as of September 30, 1993 and 1992, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the years ended September 30, 1993, 1992, and 1991. These financial
statements are the responsibility of the Bank's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of NorthLand Bank of
Wisconsin, SSB and Subsidiaries, as of September 30, 1993 and 1992, and the
results of their operations and their cash flows for the years ended September
30, 1993, 1992, and 1991, in conformity with generally accepted accounting
principles.

KELLER & YODER

Wisconsin Rapids, Wisconsin
November 3, 1993

<PAGE>
NORTHLAND BANK OF WISCONSIN, SSB AND SUBSIDIARIES
ASHLAND, WISCONSIN
SUPPLEMENTARY FINANCIAL INFORMATION

SELECTED QUARTERLY FINANCIAL DATA (unaudited)

The following table presents summarized quarterly data for the year ended
September 30, 1993:

Three Months Ended
December 31 March 31 June 30 September 30

Interest income $2,931,000 $2,825,000 $2,815,000 $2,662,000
Interest expense 1,454,000 1,343,000 1,276,000 1,229,000

Net Interest 1,477,000 1,482,000 1,539,000 1,433,000

Other income 276,000 431,000 242,000 443,000
Other expense 1,073,000 1,592,000 1,531,000 2,019,000

Net income $680,000 $321,000 $250,000 ($143,000)

BALANCE SHEET DATA:

<TABLE>
<CAPTION>
September 30,
1993 1992 1991 1990 1989

Loans receivable $ 95,666,000 $ 89,058,000 $ 88,298,000 $ 83,131,000 $ 80,843,000

Mortgage - backed securities 18,623,000 25,629,000 28,267,000 26,248,000 26,578,000
Investments 5,999,000 6,719,000 6,158,000 9,991,000 11,842,000
Costs in excess of
net assets acquired 726,000 834,000 941,000 1,064,000 1,201,000
Total assets 128,660,000 131,770,000 135,687,000 130,825,000 129,594,000

Savings deposits 114,452,000 119,299,000 123,041,000 118,731,000 115,762,000
Borrowings 1,000,000 1,000,000 1,000,000 - - 1,968,000
Stockholders' equity 11,186,000 9,962,000 10,142,000 9,984,000 10,555,000
Number of full
service offices 8 8 8 8 8

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS:
Years Ended September 30,
1993 1992 1991 1990 1989

<S> <C> <C> <C> <C> <C>
Interest income $11,233,000 $12,172,000 $13,092,000 $12,965,000 $13,211,000
Interest expense 5,302,000 6,813,000 8,348,000 8,597,000 9,026,000
Provision for loan loss 447,000 1,615,000 733,000 1,119,000 746,000
Net interest income
after provision 5,484,000 3,744,000 4,011,000 3,249,000 3,439,000
Other income 1,392,000 1,544,000 1,209,000 830,000 1,248,000
General and administrative 4,981,000 4,960,000 4,458,000 4,345,000 4,123,000
Income tax expense 787,000 211,000 308,000 (66,000) 230,000
Net income before cumulative effect of
a change in accounting principle 1,108,000 117,000 454,000 (200,000) 334,000
Cumulative effect of a change
in accounting principle 353,000 - - - - - - - -

Net income $1,461,000 $117,000 $454,000 ($200,000) $334,000

</TABLE>

<TABLE>
<CAPTION>
Years Ended September 30,
1993 1992 1991 1990 1989
PER SHARE INFORMATION

<S> <C> <C> <C> <C> <C>
Net income before cumulative effect of
a change in accounting principle $2.25 $0.24 $0.92 ($0.40) $0.68
Cumulative effect of a change
in accounting principle 0.71 - - - - - - - -
Net income $2.96 $0.24 $0.92 ($0.40) $0.68

Dividends $0.48 $0.60 $0.60 $0.75 $0.65

</TABLE>

<PAGE>
NORTHLAND BANK OF WISCONSIN, SSB AND SUBSIDIARIES
ASHLAND, WISCONSIN

SUPPLEMENTARY FINANCIAL INFORMATION

NORTHLAND BANK OF WISCONSIN ANNUAL REPORT DATA
SEPTEMBER 30, 1993

AVERAGE YIELDS ON: September 30, Years Ended September 30,
1993 1993 1992 1991

<S> <C> <C> <C> <C>
Loan portfolio 9.15% 9.81% 10.52% 11.35%
Mortgage-backed certificate portfolio 7.90% 7.65% 7.95% 8.64%
Investment portfolio 7.52% 7.83% 6.42% 7.57%
Deposit accounts and other 3.64% 3.08% 4.18% 5.83%

All interest earning
assets 8.88% 9.18% 9.59% 10.40%

AVERAGE RATES PAID ON:

Savings accounts 4.22% 4.52% 5.65% 6.92%
FHLBB advances and
other borrowings 4.62% 4.92% 5.01% 6.32%

All interest-bearing
liabilities 4.22% 4.53% 5.64% 6.91%

Average interest rate
spread 4.66% 4.65% 3.95% 3.49%

Net yield on interest
earning assets (1) N/A 4.84% 4.22% 3.77%

(1) Net interest earnings divided by average interest-earning
assets, with net interest earnings equaling the difference
between the dollar amount of interest earned and paid.

</TABLE>
<PAGE>
Year ended September 30, 1993
Average
Balance Interest Rate

Interest-earning assets:

Loan portfolio $90,817,000 $8,912,000 9.81%
Mortgage-backed certificate portfolio 22,799,000 1,743,000 7.65%
Investment portfolio 6,459,000 506,000 7.83%
Deposit accounts and other 2,341,000 72,000 3.08%

Total 122,416,000 11,233,000 9.18%

Interest-bearing liabilities:

Savings accounts 116,067,000 5,250,000 4.52%
FHLB advances and other
borrowings 1,056,000 52,000 4.92%

Total 117,123,000 5,302,000 4.53%

Net earning balance and
interest rate spread $5,293,000 4.65%

Average interest-earning
assets, interest and net
yield on average interest-
earning assets $122,416,000 $5,931,000 4.84%

Year ended September 30, 1992
Average
Balance Interest Rate

Interest-earning assets:
Loan portfolio $89,691,000 $9,437,000 10.52%
Mortgage-backed certificate portfolio 25,696,000 2,042,000 7.95%
Investment portfolio 9,533,000 612,000 6.42%
Deposit accounts and other 1,939,000 81,000 4.18%

Total 126,859,000 12,172,000 9.59%

Interest-bearing liabilities:

Savings accounts 119,113,000 6,725,000 5.65%
FHLB advances and other
borrowings 1,757,000 88,000 5.01%

Total 120,870,000 6,813,000 5.64%

Net earning balance and
interest rate spread $5,989,000 3.95%

Average interest-earning
assets, interest and net
yield on average interest-
earning assets $126,859,000 $5,359,000 4.22%

<PAGE>

Year ended September 30, 1991
Average
Balance Interest Rate

Interest-earning assets:

Loan portfolio $87,196,000 $9,897,000 11.35%
Mortgage-backed certificate portfolio 27,258,000 2,354,000 8.64%
Investment portfolio 9,870,000 747,000 7.57%
Deposit accounts and other 1,613,000 94,000 5.83%

Total 125,937,000 13,092,000 10.40%

Interest-bearing liabilities:

Savings accounts 119,395,000 8,259,000 6.92%
FHLB advances and other
borrowings 1,408,000 89,000 6.32%

Total 120,803,000 8,348,000 6.91%

Net earning balance and
interest rate spread $5,134,000 3.49%
Average interest-earning
assets, interest and net
yield on average interest-
earning assets $125,937,000 $4,744,000 3.77%

ANALYSIS OF CHANGES IN NET INTEREST INCOME
<TABLE>
<CAPTION>
1993 vs. 1992
Rate Volume Rate \ Volume Total
Interest-earning assets:
<S> <C> <C> <C> <C>

Loan portfolio ($643,000) $110,000 $8,000 ($525,000)
Mortgage-backed certificate portfolio (69,000) (221,000) (9,000) ($299,000)
Investment portfolio 91,000 (241,000) 44,000 ($106,000)
Deposit accounts (26,000) 12,000 5,000 (9,000)

Total ($647,000) ($340,000) $48,000 ($939,000)

Interest-bearing liabilities:

Savings accounts ($1,303,000) ($138,000) ($34,000) ($1,475,000)
FHLB advances and other
borrowings (1,000) (35,000) - - (36,000)

Total ($1,304,000) ($173,000) ($34,000) ($1,511,000)

Net change in interest
Income (expense) $657,000 ($167,000) $82,000 $572,000
</TABLE>
<PAGE>

1992 vs. 1991
Rate Volume Rate \ Volume Total
<S> <C> <C> <C> <C>
Interest-earning assets:

Loan portfolio ($743,000) $263,000 $20,000 ($460,000)
Mortgage-backed certificate portfolio (177,000) (124,000) (11,000) ($312,000)
Investment portfolio (109,000) (22,000) (4,000) ($135,000)
Deposit accounts (32,000) 14,000 5,000 (13,000)

Total ($1,061,000) $131,000 $10,000 ($920,000)

Interest-bearing liabilities:

Savings accounts ($1,514,000) ($16,000) ($4,000) ($1,534,000)
FHLB advances and other
borrowings (23,000) 17,000 5,000 (1,000)

Total ($1,537,000) $1,000 $1,000 ($1,535,000)

Net change in interest
Income (expense) $476,000 $130,000 $9,000 $615,000
</TABLE>

1991 vs. 1990
Rate Volume Rate \ Volume Total
<S> <C> <C> <C> <C>
Interest-earning assets:

Loan portfolio $114,000 $94,000 $1,000 $209,000
Mortgage-backed certificate portfolio (18,000) 106,000 - - $88,000
Investment portfolio (104,000) (57,000) 6,000 ($155,000)
Deposit accounts and other (7,000) (8,000) - - (15,000)

Total ($15,000) $135,000 $7,000 $127,000

Interest-bearing liabilities:

Savings accounts ($414,000) $192,000 ($9,000) ($231,000)
FHLB advances and other
borrowings (33,000) 21,000 (6,000) (18,000)

Total ($447,000) $213,000 ($15,000) ($249,000)

Net change in interest
Income (expense) $432,000 ($78,000) $22,000 $376,000
</TABLE>

<PAGE>

1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>

RATIOS (1) (Average balances
are determined on a monthly basis)

Net income to average assets 1.12% 0.09% 0.35% -0.15% 0.25%
Net income to average stockholders'
equity 13.82% 1.17% 4.51% -1.95% 6.96%
Common stock dividends to net income 16.22% 253.33% 65.42% N/A 95.81%
Average stockholders' equity to
average assets 8.59% 7.56% 7.89% 7.80% 7.60%

</TABLE>

Nonaccrual, 90 day Past Due,
Restructured and Other Problem Loans
September 30, (in thousands) 1993 1992 1991

Nonaccrual Loans $657 $236 $256
Accruing Loans 90 Days Contractually Past Due 2 47 1,283
Troubled debt restructurings 723 524 645
Other problem loans 875 1,317 2,301

Total $2,257 $2,124 $4,485

As a percentage of total loans 1.97% 1.85% 3.91%
As a percentage of total assets 1.75% 1.61% 3.40%

The amount of interest income recognized on
the non-accrual loans during the year ended
September 30, $12 $8 $15

The amount of interest income that would have
been recognized had the above nonaccrual loans
been current for the year ended September 30, $24 $19 $43

</TABLE>

<PAGE>

NorthLand Bank of Wisconsin, ssb
Annual report - listing of personnel and other information, page 24
for the year ended September 30, 1993

BOARD OF OFFICERS SUBSIDIARIES
DIRECTORS
<S> <C> <C>
Michael V. Masterson NorthLand Finance Company, Inc.
Omer O. Nelson President and Eugene A. Halker, Chairman
Chairman Chief Executive Officer James K. Audetat, President

Matthew F. Anich John P. Marvin, CPA Ashland Office
Executive Vice President Dorothy Mihalek, Manager
Eugene A. Halker Chief Financial Officer 410 Main Street W., 54806
Secretary
Gerald A. Larson Phillips Office
Michael W. Simon Timothy Fischer, Manager
LeRoy E. Lee Vice President and 225 N. Lake Avenue, 54555
Senior Loan Officer
John H. Maitland, CPA Rice Lake Office
Jeffrey A. Beirl Donald Sorenson. Manager
Edwin R. Malmberg Vice President / Controller 38 N. Main Street, 54868

Michael V. Masterson Jamie L. Wagner Ladysmith Office
Vice President and Lori Stushek, Manager
Robert J. O'Leary Chief Information Officer 120 E. Miner Avenue 54848

Donald R. Tyndall Phylene B. Prentice Rhinelander Office
Vice President / Retail Banking Jack McCabe , Manager
114 S. Courtney Street, 54501
OFFICES Kenneth J. Provost
Treasurer Menomonie Office
Main office Larry J. Sinz, Manager
221 Fourth Avenue W. Vicky L. Westlund 129 E. Main Street, 54751
Ashland, WI 54806 Assistant Vice President / Lending

Hayward Office Mary E. Linder INVESTOR
10 Main Street Assistant Vice President, Minocqua INFORMATION
Hayward, WI 54843
David W. Nicolaus STOCK LISTING
Iron River Office Assistant Vice President, Park Falls NorthLand Bank of Wisconsin,
420 S. Main Street ssb common stock is traded in
Iron River, WI 54847 Linda L. Weber the over-the-counter (OTC)
Branch Manager, Hayward market under the symbol of
Bayfield Office NLBW.
117 S. Broad Street Sally Pyykola
Bayfield, WI 54814 Branch Manager, Iron River TRANSFER AGENT
Norwest Bank of Minnesota
Park Falls Office Duane R. Gasperini North, N.A.
1414 S. Fourth Avenue Branch Manager, Bayfield & Washburn Capital Management and Trust
Park Falls, WI 54552 Department
William P. Brunell P.O. Box 488
Washburn Office Branch Manager, Hurley Duluth, MN 55801-0488
104 S. Washington Avenue
Washburn, WI 54891 AUDITORS
Keller & Yoder
Hurley Office Certified Public Accountants
117 Second Avenue N. P.O. Box 757
Hurley, WI 54534 Wisconsin Rapids, WI 54495-0757

Minocqua Office 10K
575 Old Highway 5 A copy of the Form 10-K as filed
Minocqua, WI 54548 with the Office of Thrift Supervision,
Department of Treasury will be provided
without charge to each shareholder.

Requests should be directed to
Kenneth J. Provost, Treasurer, at the
Corporate address.
</TABLE>

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21. Exhibits and Financial Statement Schedules.

2 Agreement and Plan of Merger dated October 13, 1993 among
NorthLand Bank of Wisconsin, S.S.B., FFC, and First
Financial Bank, FSB.*

4.1 Form of Certificate of Common Stock (incorporated herein by
reference to Exhibit 4.3 of the Registrant's Registration
Statement on Form S-1 (Registration No. 2-88289) filed on
December 7, 1983).

5 Opinion of Hogan & Hartson as to the legality of the
securities registered hereunder, including the consent of
that firm.

23.1 Consent of Hogan & Hartson (incorporated by reference to
Exhibit 5).

23.2 Consent of Ernst & Young.

23.3 Consent of Keller & Yoder.

23.4 Consent of Robert W. Baird & Co. incorporated

24 Power of Attorney

28.1 Sections 180.0850 - 180.0859 of the Wisconsin Business
Corporation Law (incorporated by reference to Exhibit 28.1
of the Registrant's Registration Statement on Form S-3
(Registration No. 33-52638) filed on September 29, 1992).*
__________________
*Previously filed.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Stevens Point, State of Wisconsin, on
January 13, 1993.

FIRST FINANCIAL CORPORATION

By: /s/ John C. Seramur
John C. Seramur
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities indicated on December 15, 1993.

/s/ John C. Seramur President and Chief Executive
John C. Seramur Officer, Director

/s/ Thomas Neuschaefer (principal financial and
Thomas Neuschaefer accounting officer)

/s/ Robert M. Salinger (attorney-in-fact) Chairman of the Board,
Robert S. Gaiswinkler Director

/s/ Robert M. Salinger (attorney-in-fact) Director
Gordon M. Haferbecker

/s/ Robert M. Salinger (attorney-in-fact) Director
James O. Heinecke

/s/ Robert M. Salinger (attorney-in-fact) Director
Robert T. Kehr

/s/ Robert M. Salinger (attorney-in-fact) Director
Paul C. Kehrer

/s/ Robert M. Salinger (attorney-in-fact) Director
Robert P. Konopacky

/s/ Robert M. Salinger (attorney-in-fact) Director
Dr. George R. Leach

/s/ Robert M. Salinger (attorney-in-fact) Director
Ignatius H. Robers

/s/ Robert M. Salinger (attorney-in-fact) Director
John H. Sproule

/s/ Robert M. Salinger (attorney-in-fact) Director
Ralph R. Staven

/s/ Robert M. Salinger (attorney-in-fact) Director
Normal L. Wanta

/s/ Robert M. Salinger (attorney-in-fact) Director
Arlyn G. West

Director
Kenneth B. Willett

January 13, 1994

Board of Directors
First Financial Corporation
1305 Main Street
Stevens Point, Wisconsin 54481

Gentlemen:

This firm has acted as counsel to First Financial
Corporation (the "Company") in connection with its registration
statement on Form S-4 (Registration No. 33-51487, and hereinafter
referred to as the "Registration Statement") relating to the
issuance of up to 1,300,000 shares of Company common stock, par
value $1.00 per share (the "Shares"), in connection with the
Company's proposed acquisition of NorthLand Bank of Wisconsin,
S.S.B. (the "Acquisition"). This letter is furnished to you
pursuant to the requirements of Item 601(b)(5) of Regulation S-K,
17 C.F.R. 2298.601(b)(5), in connection with such registration.
Unless otherwise defined herein, capitalized terms used in this
letter shall have the meanings as set forth in the Registration
Statement.

For purposes of this letter, we have examined copies of
the following documents:

1. The Registration Statement.

2. The Merger Agreement.

3. The Articles of Incorporation of the Company, as
amended, as certified on January 13, 1994 by the
Secretary of the Company as then being true and
complete.

4. The Bylaws of the Company, as amended, as
certified on January 13, 1994 by the Secretary of
the Company as then being true and complete.

5. Resolutions of the Board of Directors of the
Company adopted by unanimous consent as of
September 15, 1993 and January 13, 1994, relating
to the Acquisition and issuance of the Shares, as
certified by the Secretatry of the Company on
January 13, 1994 as then being in full force and
in effect.

We have not for purposes of this opinion letter, except
as specifically mentioned herein, made any independent review or
investigation of the organization, existence, good standing,
assets, business or affairs of the Company, or of any other
matters. In our examinaton of the aforesaid documents, we have
assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, and the authenticity
and conformity with the original documents of all documents
submitted to us as certified, telecopied, photostatic, or
reproduced copies.

We have not for purposes of this opinion letter, except
as specifically identified herein, been retained or engaged to
perform, nor have we performed, any independent review or
investigation of any statutes, ordinances, laws, regulations,
agreements, contracts, instruments, or corporate records to which
the Company, or any subsidiary of the Company, may be a party or
may be subject. This opinion letter is given in the context of
the foregoing.

This opinion letter is based as to matters of law
solely on the Wisconsin business corporation law, and we express
no opinion as to any other laws, statutes, regulations, or
ordinances, including without limitations any federal or state
tax or securities laws or regulations. We note that our firm
only requires lawyers in the United States to be qualified to
practice law in the District of Columbia, Virginia, Maryland or
Colorado.

Nothing herein shall be construed to cause us to be
considered "experts" within the meaning of Section 11 of the
Securities Act of 1933, as amended.

Based upon, subject to, and limited by the foregoing,
we are of the opinion that, when issued and delivered in the
manner and on the terms described in the Registration Statement,
the Shares will be legally issued, fully paid and non-assessable,
subject to Section 180.0622 of the Wisconsin business corporation
law (including judicial interpretations thereof).

We assume no obligation to advise you of any changes in
the foregoing subsequent to the delivery of this opinion. This
opinion has been prepared solely for your use in connection with
the filing of Pre-Effective Amendment No. 1 to the Registration
Statement on the date of this letter. We hereby consent to the
filing of this opinion on January 13, 1994 as Exhibit 5 to Pre-
Effective Amendment No. 1 to the Registration Statement.

Very truly yours,

Hogan & Hartson

Consents of Ernst & Young, Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4 No. 33-51487) and the related Prospectus of
First Financial Corporation for the registration of shares of its common stock
and to the incorporation by reference therein of our report dated January 21,
1993, of First Financial Corporation with respect to the financial statements
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1992, filed with the Securities and Exchange Commission and in its
Annual Report to Shareholders, included as Exhibit 12 to this Registration
Statement.

/s/ Ernst & Young

January 13, 1994
Milwaukee, Wisconsin

ACCOUNTANT'S CONSENT

We consent to the use and/ or incorporation by reference in the Form S-4
(pre-effective Amendment No.1) of First Financial Corporation of our respect
dated November 3, 1993, accompanying the financial statments and schedules
of Northland Bank of Wisconsin, ssb, for the year ended September 30, 1993,
contained, or incorporated by reference, in such Report.

/s/ Keller & Yoder
KELLER & YODER

Wisconsin Rapids, Wisconsin
January 13, 1994
<PAGE>

CONSENT OF ROBERT W. BAIRD & CO. INCORPORATED

We hereby consent to the use of our firm's name our opinion in the Proxy
Statement/Prospectus included in this Registration Statement and to all
references to our firm included in or made a part of this Registration
Statement.

Robert W. Baird & Co.
Incorporated

By: /s/ John G. Cornwell
John G. Cornwell
Vice President

January 13, 1994<PAGE>

SIGNATURES

FIRST FINANCIAL CORPORATION

By: /s/ John C. Seramur
John C. Seramur
President and Chief Executive
Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below appoints John C. Seramur and Robert M.
Salinger, jointly and severally, each in his own capacity, his true
and lawful attorneys-in-fact, with full power of substitution, for
him and in his name, place and stead, in any and all capacities to
sign any amendments to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities indicated on December 15, 1993.

/s/ John C. Seramur President and Chief Executive
John C. Seramur Officer, Director

/s/ Thomas Neuschaefer (principal financial and
Thomas Neuschaefer accounting officer)

/s/ Robert S. Gaiswinkler Chairman of the Board,
Robert S. Gaiswinkler Director

/s/ Gordon M. Haferbecker Director
Gordon M. Haferbecker

/s/ James O. Heinecke Director
James O. Heinecke

/s/ Robert T. Kehr Director
Robert T. Kehr

/s/ Paul C. Kehrer Director
Paul C. Kehrer

/s/ Robert P. Konopackv Director
Robert P. Konopacky

/s/ Dr. George R. Leach Director
Dr. George R. Leach

/s/ Ignatius H. Robers Director
Ignatius H. Robers

/s/ John H. Sproule Director
John H. Sproule

/s/ Ralph R. Staven Director
Ralph R. Staven

/s/ Norman L. Wanta Director
Normal L. Wanta

/s/ Arlyn G. West Director
Arlyn G. West

Director
Kenneth B. Willett