FIRST FEDERAL CAPITAL CORP, DEF 14A, 1999-03-12

FIRST FEDERAL CAPITAL CORP
DEF 14A, 1999-03-12
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

FIRST FEDERAL CAPITAL CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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

(2) Form, schedule or registration statement no.:

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

(3) Filing party:

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

(4) Date filed:

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

<PAGE> 2
FIRST FEDERAL CAPITAL CORP
A FEDERAL SAVINGS BANK HOLDING COMPANY

March 19, 1999

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders
of First Federal Capital Corp., the holding company for First Federal Savings
Bank La Crosse - Madison, which will be held on Wednesday, April 21, 1999, at
10:30 a.m., Central Time, at the Radisson Hotel, 200 Harborview Plaza, La
Crosse, Wisconsin.

The attached Notice of Annual Meeting of Stockholders and Proxy
Statement describe the formal business to be conducted at the Annual Meeting.
The Company's Form 10-K Annual Report for the fiscal year ended December 31,
1998 also is included in the 1998 Annual Report. Directors and officers of the
Company, as well as representatives of Ernst & Young LLP, the Company's
independent auditors, will be present at the Annual Meeting to respond to any
questions that our stockholders may have.

It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
Annual Meeting in person. We urge you to mark, sign and date your proxy card
today and return it in the envelope provided, even if you plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will ensure
that your vote is counted if you are unable to attend.

Your continued support of and interest in First Federal Capital Corp.
are appreciated.

Sincerely,

/s/ Thomas W. Schini
-----------------------------------------------
THOMAS W. SCHINI
Chairman, President and Chief Executive Officer

<PAGE> 3

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 21, 1999

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

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of First Federal Capital Corp. (the "Company") will be held on
Wednesday, April 21, 1999, at 10:30 a.m., Central Time, at the Radisson Hotel,
200 Harborview Plaza, La Crosse, Wisconsin, for the following purposes, all of
which are set forth more completely in the accompanying Proxy Statement:

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

(2) To approve an amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of
the Company's common stock from 20,000,000 to 100,000,000
shares;

(3) To ratify the appointment by the Board of Directors of Ernst &
Young LLP as the Company's independent auditors for the fiscal
year ending December 31, 1999; and

(4) To transact such other business as may properly come before
the Annual Meeting or any adjournments or postponements
thereof. The Board of Directors is not aware of any other such
business.

The Board of Directors has fixed March 3, 1999 as the voting record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and at any adjournments or postponements thereof. Only
stockholders of record as of the close of business on that date will be entitled
to vote at the Annual Meeting or at any adjournments or postponements thereof.
In the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit further solicitation of proxies by
the Company.

By Order of the Board of Directors

/s/ Bradford R. Price
--------------------------------------
La Crosse, Wisconsin Bradford R. Price
March 19, 1999 Executive Vice President and Secretary

================================================================================
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU
PLAN TO BE PRESENT, YOU ARE URGED TO PROMPTLY COMPLETE, SIGN, DATE AND RETURN
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE ANNUAL
MEETING, YOU MAY VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE
REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE
THEREOF.
================================================================================

<PAGE> 4

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

PROXY STATEMENT

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

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 21, 1999

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

This Proxy Statement is being furnished to holders of common stock,
$0.10 par value per share ("Common Stock"), of First Federal Capital Corp. (the
"Company"), the holding company for First Federal Savings Bank La Crosse -
Madison (the "Bank"). Proxies are being solicited on behalf of the Board of
Directors of the Company to be used at the Annual Meeting of Stockholders
("Annual Meeting") to be held at the Radisson Hotel, 200 Harborview Plaza, La
Crosse, Wisconsin, on Wednesday, April 21, 1999, at 10:30 a.m., Central Time,
and at any adjournments or postponements thereof for the purposes set forth in
the Notice of Annual Meeting of Stockholders.

The Company's 1998 Annual Report to Stockholders which includes the
Company's Form 10-K Annual Report, including the Company's consolidated
financial statements for the fiscal year ended December 31, 1998, accompany this
Proxy Statement and appointment form of proxy ("proxy"), which are first being
mailed to stockholders on or about March 19, 1999.

RECORD DATE AND OUTSTANDING SHARES

Only stockholders of record at the close of business on March 3, 1999
(the "Voting Record Date") will be entitled to vote at the Annual Meeting. On
the Voting Record Date, there were 18,098,472 shares of Common Stock outstanding
and the Company had no other class of equity securities outstanding. Each share
of Common Stock is entitled to one vote at the Annual Meeting on all matters
properly presented at the meeting.

QUORUM

The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Annual Meeting.

ABSTENTIONS AND BROKER NON-VOTES

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

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

<PAGE> 5

ALL MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING ARE CONSIDERED
"DISCRETIONARY" PROPOSALS FOR WHICH BROKERS AND THIRD PARTY NOMINEES MAY VOTE
PROXIES NOTWITHSTANDING THE FACT THAT THEY HAVE NOT RECEIVED VOTING INSTRUCTIONS
FROM THE BENEFICIAL OWNERS OF SHARES; CONSEQUENTLY, SHARES HELD BY BROKERS OR
THIRD PARTY NOMINEES WILL BE COUNTED IF AND AS VOTED BY SUCH BROKERS AND THIRD
PARTY NOMINEES.

VOTING

Matter 1 (Election of Directors). The proxy being provided by the Board
of Directors enables a stockholder to vote for the election of the nominees
proposed by the Board, or to withhold authority to vote for the nominees being
proposed. Under the Wisconsin Business Corporation Law ("WBCL"), directors are
elected by a plurality of the votes cast with a quorum present, meaning that the
four nominees receiving the most votes will be elected directors.

Matter 2 (Amendment to Articles of Incorporation). The affirmative vote
of the holders of two-thirds of the issued and outstanding shares of Common
Stock entitled to vote at the Annual Meeting is required for the approval and
adoption of the amendment to the Company's Articles of Incorporation to increase
the authorized shares of Common Stock from 20,000,000 to 100,000,000 shares.

Matter 3 (Appointment of Ernst & Young LLP). The affirmative vote of a
majority of the shares of Common Stock represented in person or by proxy at the
Annual Meeting is necessary to ratify the appointment of Ernst & Young LLP as
auditors for the fiscal year ending December 31, 1999.

SOLICITATION AND REVOCATION

Stockholders are requested to vote by completing the enclosed proxy and
returning it signed and dated in the enclosed postage-paid envelope. The proxy
solicited hereby, if properly signed and returned to the Company and not revoked
prior to its use, will be voted in accordance with the directions contained
therein. Where no instructions are indicated, each proxy received will be voted:

- FOR the election of the nominees for director named in this Proxy
Statement;
- FOR approval of the amendment to the Company's Articles of
Incorporation to increase the authorized shares of Common Stock
from 20,000,000 to 100,000,000 shares;
- FOR the ratification of the appointment of Ernst & Young LLP as
independent auditors of the Company for the fiscal year ending
December 31, 1999; and
- In accordance with the best judgment of the persons appointed as
proxies upon the transaction of such other business as may
properly come before the Annual Meeting or any adjournments or
postponements thereof.

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

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

-2-

<PAGE> 6

The cost of solicitation of proxies by mail on behalf of the Board of
Directors will be borne by the Company. The Company has retained Regan and
Associates, Inc. ("Regan & Associates"), a professional proxy solicitation firm,
to assist in the solicitation of proxies. Regan & Associates will be paid a fee
of approximately $3,500, plus reimbursement for out-of-pocket expenses. Pursuant
to the retainer agreement with Regan & Associates, all fees to be paid to Regan
& Associates will be waived if the proposals submitted for approval at the
Annual Meeting are not approved by shareholders. Proxies also may be solicited
by personal interview or by telephone, in addition to the use of the mails by
directors, officers and regular employees of the Company and the Bank, without
additional compensation therefor. The Company also has made arrangements with
brokerage firms, banks, nominees and other fiduciaries to forward proxy
solicitation materials for shares of Common Stock held of record by the
beneficial owners of such shares. The Company will reimburse such holders for
their reasonable out-of-pocket expenses.

In the event there are not sufficient votes for a quorum or to approve
or ratify any proposal at the time of the Annual Meeting, the Annual Meeting may
be adjourned or postponed in order to permit the further solicitation of
proxies. Proxies solicited hereby will be returned to the Board of Directors,
and will be tabulated by inspectors of election designated by the Board of
Directors, who will not be employed by, or a director of, the Company or any of
its affiliates.

MATTERS TO BE VOTED ON AT THE ANNUAL MEETING

MATTER 1.
ELECTION OF DIRECTORS

The Articles of Incorporation of the Company provide that the Board of
Directors of the Company shall be divided into three classes which are as equal
in number as possible, and that the members of each class are to be elected for
a term of three years and until their successors are elected and qualified. One
class of directors is to be elected annually. A resolution of the Board of
Directors of the Company adopted pursuant to the Company's Bylaws has
established the number of directors at ten.

The agreement pursuant to which First Federal Savings Bank of La Crosse
("FFLX") and First Federal Savings Bank of Madison, F.S.B. ("FFMD") combined to
form the Bank in June 1989 provides that as long as the Bank retains an office
presence in the Madison, Wisconsin market, nominations to the Board of Directors
of the Company are required to be made in a manner which ensures that at least
four members of the Boards of Directors of the Company and the Bank are from
such market. The Company has nominated Messrs. David C. Mebane and Dale A.
Nordeen for election as directors at the Annual Meeting pursuant to such
agreement. Therefore, with the exception of the foregoing agreement relating to
the nomination of Messrs. Mebane and Nordeen, no person being nominated as a
director is being proposed for election pursuant to any agreement or
understanding between any person and the Company. There are no family
relationships among any of the directors and/or executive officers of the
Company.

Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted FOR the election of the nominees for director listed
below. If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the proxies will nominate and vote
for any replacement nominee or nominees recommended by the Board of Directors.
At this time, the Board of Directors knows of no reason why any of the nominees
listed below may not be able to serve as a director if elected.

-3-

<PAGE> 7

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

<TABLE>
<CAPTION>
POSITION WITH THE COMPANY DIRECTOR
NAME AGE AND PRINCIPAL OCCUPATION SINCE(1)
---- --- ------------------------ ----------

NOMINEES FOR DIRECTOR FOR
THREE-YEAR TERM EXPIRING IN 2002
<S> <C> <C> <C>
John F. Leinfelder 67 Director; President of Joseph J. Leinfelder and Sons, 1978
Inc., a steel fabricating business, located in La Crosse,
Wisconsin.

David C. Mebane 65 Director; Chairman, President, Chief Executive and 1985
Operating Officer and director of Madison Gas and
Electric Co., a publicly held utility company, located in
Madison, Wisconsin.

Dale A. Nordeen 71 Vice Chairman of the Board of Directors of the 1961
Company and the Bank since June 1989; Chairman and
President of FFMD from 1962 to June 1989.

Thomas W. Schini 63 Chairman of the Board of Directors of the Company and 1983
the Bank since April 1993; Director, President and Chief
Executive Officer of the Company and the Bank since
June 1989; President and Chief Executive Officer of
FFLX from September 1983 to June 1989.

INFORMATION WITH RESPECT TO CONTINUING DIRECTORS

DIRECTORS WHOSE TERMS EXPIRE IN 2000

Marjorie A. Davenport 70 Director; President of Gordon & Marjorie Davenport, 1976
Inc., a company which appraises and sells antique
American furniture, located in Madison, Wisconsin.

Richard T. Lommen 54 Director; President of Courtesy Corporation, a 1978
McDonald's licensee, located in La Crosse, Wisconsin.

Phillip J. Quillin 62 Director; President of Quillin's Inc., which owns and 1984
operates supermarkets and drugstores in the La Crosse,
Wisconsin area.
</TABLE>

-4-

<PAGE> 8

<TABLE>
<CAPTION>
POSITION WITH THE COMPANY DIRECTOR
NAME AGE AND PRINCIPAL OCCUPATION SINCE (1)
---- --- ------------------------ ----------

DIRECTORS WHOSE TERMS EXPIRE IN 2001
<S> <C> <C> <C>
Henry C. Funk 73 Director; President and Treasurer of Mills Investment 1976
Corporation, an investment management company,
located in La Crosse, Wisconsin.

Patrick J. Luby 68 Director; Retired; Until February 1992, Vice President 1979
and Economist for Oscar Mayer Foods Corp., a food
processing and manufacturing firm (which is an indirect
subsidiary of Philip Morris Cos. Inc.), located in
Madison, Wisconsin.

Don P. Rundle 66 Director; Retired; Until December 1991, Executive Vice 1984
President of Inland Printing Co., Inc., a printing
company, located in La Crosse, Wisconsin.
</TABLE>

(1) Includes service as director of the Bank and predecessor institutions.

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

STOCKHOLDER NOMINATIONS

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

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

-5-

<PAGE> 9

MATTER 2.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK

GENERAL

The Board of Directors unanimously has adopted a resolution approving
and recommending to the shareholders for their approval an amendment to Article
IV of the Articles of Incorporation of the Company that would increase the
number of shares of Common Stock the Company has authority to issue from
20,000,000 to 100,000,000 shares. The full text of the proposed amendment is
attached as Appendix A to this Proxy Statement. The Board of Directors believes
that the increase in the authorized shares is necessary to ensure that the
Company will retain the flexibility to issue a substantial number of shares of
Common Stock, as dictated by corporate necessity, without the delay and expense
of further shareholder action (although the rules of NASDAQ and the WBCL would
require shareholder approval of issuances of Common Stock in certain
situations).

As of the Voting Record Date, there were 18,098,472 shares of Common
Stock outstanding and 1,332,132 shares were reserved for issuance in connection
with various stock plans. This leaves the Company with only 569,396 authorized,
but unissued or unreserved, shares of Common Stock currently available for other
corporate purposes.

HISTORICAL APPLICATION OF COMMON STOCK SHARE RESERVE

Of the 20,000,000 shares of Common Stock originally authorized for
issuance in 1989, the Company had issued 19,941,630 shares of Common Stock at
December 31, 1998. Since the Company's initial public offering in 1989, the
Company has not amended its Articles of Incorporation to increase its authorized
Common Stock. The following table illustrates the number of shares issued by the
Company from its authorized but unissued share reserve each year over the past
ten years and the types of transactions in which such shares were issued.

<TABLE>
<CAPTION>
SHARES SHARES
ISSUED OUTSTANDING
DURING AT DECEMBER 31
YEAR TYPE OF TRANSACTION THE YEAR OF EACH YEAR
- ---- ------------------- -------- --------------
<S> <C> <C> <C>
1989 Initial public offering 1,897,500 1,897,500

1991 Stock options exercised and restriced stock issued 26,585 1,924,085

1992 Stock options exercised 2,000
4-for-3 stock split 642,028
Stock options exercised and repurchase fractional shares 326 2,568,439

1993 Stock options exercised 3,517
2-for-1 split 2,571,956
Stock options exercised 18,277 5,162,189

1994 Stock options exercised and restricted stock issued 58,243
11-for-10 stock dividend 522,043
Stock options exercised and repurchase fractional shares 18,168 5,760,643

1995 Shares issued to acquire Rock Financial Corp. 747,077
Stock options exercised and restricted stock issued 104,585 6,612,305

1996 Stock options exercised 27,021 6,639,326

1997 Stock options exercised and repurchase fractional shares 7,803
3-for-2 stock split 3,323,686 9,970,815

1998 2-for-1 stock split 9,970,815 19,941,630
----------

TOTAL SHARES ISSUED AS OF DECEMBER 31, 1998.................................................. 19,941,630
==========
</TABLE>

-6-

<PAGE> 10

REASONS FOR THE PROPOSED AMENDMENT

The Board of Directors has no present plans, arrangements,
understanding or commitments with respect to the issuance of any shares of
Common Stock, other than those already reserved for issuance. The additional
shares of Common Stock that would be authorized by the proposed amendment to the
Articles of Incorporation could be used by the Company for any proper corporate
purpose approved by the Board of Directors. The availability of such additional
shares would enable the Company's Board of Directors and management, to the
extent authorized by the Board of Directors, to act with flexibility when
favorable business opportunities arise to expand and strengthen the Company's
business and prospects through the issuance of shares of Common Stock. Among
other reasons, additional shares of Common Stock could be issued for: (i)
possible acquisition transactions; (ii) capital-raising measures; (iii) stock
options and other employee benefit plans; (iv) stock dividends or splits that
help to maintain an efficient trading market in the Company's Common Stock; and
(v) other corporate purposes.

CERTAIN OTHER CONSIDERATIONS

The increase in the authorized number of shares of Common Stock
and the subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action from the
shareholders. Shares of authorized and unissued Common Stock could (within the
limits imposed by applicable law) be issued in one or more transactions which
would make a change in control of the Company more difficult and costly, and
therefore, less likely. Any such issuance of additional stock also could have
the effect of diluting the earnings and book value per share or the stock
ownership and voting rights of shareholders of the Company, including a person
seeking to obtain control of the Company. The Company is not presently aware of
any pending or proposed transaction involving a change in control of the
Company. While authorization of additional shares may be deemed to have
potential anti-takeover effects, this proposal is not prompted by any specific
effort or perceived threat of takeover.

The proposed amendment would not alter any of the rights incident
to the ownership of shares of Common Stock or affect the terms and conditions
upon which shares of Common Stock presently may be issued. Holders of shares of
Common Stock currently have no preemptive rights to acquire any additional
securities of the Company, including any shares of Common Stock, and this will
continue to be the case if the proposed amendment is approved and adopted.

THE AFFIRMATIVE VOTE OF THE HOLDERS OF TWO-THIRDS OF THE ISSUED
AND OUTSTANDING SHARES OF COMMON STOCK IS REQUIRED FOR THE APPROVAL OF THE
PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK. UNLESS MARKED TO THE CONTRARY, THE SHARES OF
COMMON STOCK REPRESENTED BY THE ENCLOSED PROXY WILL BE VOTED FOR APPROVAL OF THE
AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

MATTER 3.
RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors of the Company has appointed Ernst & Young
LLP, independent certified public accountants, to perform the audit of the
Company's financial statements for the fiscal year ending December 31, 1999, and
further directed that the selection of auditors be submitted for ratification by
the stockholders at the Annual Meeting.

-7-

<PAGE> 11

The Company has been advised by Ernst & Young LLP that neither
that firm nor any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between independent
certified public accountants and clients. Ernst & Young LLP will have one or
more representatives at the Annual Meeting who will have an opportunity to make
a statement, if they so desire, and will be available to respond to appropriate
questions.

UNLESS MARKED TO THE CONTRARY, SHARES OF COMMON STOCK REPRESENTED
BY THE ENCLOSED PROXY WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF ERNST
& YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY. THE BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST &
YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL 1999.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

Regular meetings of the Board of Directors of the Company are held
on a quarterly basis. The Board of Directors of the Company held a total of four
regular meetings and one special meeting during the fiscal year ended December
31, 1998. No incumbent director attended fewer than 75% of the aggregate total
number of meetings of the Board of Directors and the total number of committee
meetings on which such director served during the fiscal year ended December 31,
1998.

The Audit Committee of the Board of Directors reviews the records
and affairs of the Company to determine its financial condition, reviews with
management and the independent auditors the systems of internal control, and
monitors the Company's adherence in accounting and financial reporting to
generally accepted accounting principles. In fiscal 1998, the members of the
Audit Committee, which met two times during the fiscal year ended December 31,
1998, were Messrs. Leinfelder (Chairman), Funk, Nordeen and Quillin.

The Stock Option Committee of the Board reviews and approves the
granting of options and restricted stock under the Company's stock incentive
plans and administers such plans. In fiscal 1998, the Stock Option Committee
consisted of Messrs. Luby (Chairman), Lommen and Rundle and Ms. Davenport. The
Stock Option Committee met three times during the fiscal year ended December 31,
1998.

The entire Board of Directors of the Company acted as a Nominating
Committee for the selection of nominees for director to stand for election at
the Annual Meeting. The Board, acting as a Nominating Committee, met once during
the fiscal year ended December 31, 1998 to consider director nominees for the
Annual Meeting of Shareholders of the Company held in April 1998. In January
1999, the Board of Directors of the Company, acting as the Nominating Committee,
considered nominations for directors to be elected at the Annual Meeting to be
held in April 1999. The Company's Bylaws allow for stockholder nominations of
directors and require such nominations to be made in accordance with specific
procedures. See "--Stockholder Nominations."

-8-

<PAGE> 12

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

The following table sets forth certain information with respect to
the executive officers of the Company and the Bank who are not directors.

<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
- ---- --- ------------------------------------------------------------------------------
<S> <C> <C>
Bradford R. Price.......... 45 Executive Vice President and Secretary of the Company and the Bank
(Residential Lending Division Manager) since March 1992; Senior Vice
President and Secretary of the Company and the Bank from June 1989 until
March 1992; Senior Vice President and Secretary of FFLX from 1986 until June
1989 and prior thereto Secretary and Vice President-Lending of FFLX.

Jack C. Rusch.............. 52 Executive Vice President, Treasurer and Chief Financial Officer of the Company
and the Bank (Finance and Administration Division Manager) since March 1992;
Senior Vice President, Treasurer and Chief Financial Officer of the Company
and the Bank from June 1989 until March 1992; Senior Vice President of FFLX
from 1986 until June 1989 and prior thereto Vice President-Finance of FFLX.

Robert P. Abell............ 50 Senior Vice President of the Bank (Commercial Real Estate Lending Division
Manager) since March 1992; Vice President of the Bank from June 1989 until
March 1992; Vice President-Commercial Real Estate Lending of FFLX from
December 1987 until June 1989.

Milne J. Duncan............ 50 Senior Vice President of the Bank (Human Resources Division Manager) since
March 1992; Vice President of the Bank from June 1989 until March 1992; Vice
President of FFLX from 1986 until June 1989.

Joseph M. Konradt.......... 42 Senior Vice President of the Bank (Retail Banking Division Manager) since
March 1992; Vice President of the Bank from June 1989 until March 1992; Vice
President of FFLX from 1986 until June 1989 and prior thereto Director of
Marketing of FFLX.
</TABLE>

-9-

<PAGE> 13

BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of shares of
Common Stock as of February 28, 1999 (except as otherwise noted below) by (i)
each shareholder known to the Company to beneficially own more than 5% of the
shares of Common Stock outstanding, as disclosed in certain reports regarding
such ownership filed with the SEC in accordance with Sections 13(d) or 13(g) of
the Exchange Act, (ii) each director and director nominee of the Company, (iii)
each of the executive officers of the Company appearing in the Summary
Compensation Table below, and (iv) all directors and executive officers as a
group.

<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY OWNED(1)
--------------------------
PERCENT OF
NAME NUMBER CLASS
---- --------- -------
<S> <C> <C>
Gail K. Cleary, Estate of Russell G. Cleary and related persons and entities (2).... 1,463,479 8.0%
c/o Cleary Management Corporation
301 Sky Harbour Drive
La Crosse, Wisconsin 54603

Dimensional Fund Advisors Inc. (7).................................................. 936,546 5.0
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401

Directors:
Marjorie A. Davenport (3)...................................................... 55,235 *
Henry C. Funk (3).............................................................. 186,926 1.0
John F. Leinfelder (3)........................................................ 105,344 *
Richard T. Lommen (3).......................................................... 267,900 1.5
Patrick J. Luby (3)............................................................ 120,556 *
David C. Mebane (3)............................................................ 48,700 *
Dale A. Nordeen (3)............................................................ 151,918 *
Phillip J. Quillin (3)......................................................... 188,238 1.0
Don P. Rundle (3).............................................................. 109,972 *
Thomas W. Schini (3) (4) (6)................................................... 834,590 4.5

Executive Officers who are not Directors:
Jack C. Rusch (3) (4) (6)...................................................... 400,859 2.2
Bradford R. Price (3) (4) (6).................................................. 392,511 2.2
Joseph M. Konradt (3) (4) (5) (6).............................................. 209,136 1.2
Robert P. Abell (3) (4) (5) (6)................................................ 170,995 *

All directors and executive officers of the Company and the Bank as a group
(16 persons) (3) (4) (5) (6)................................................... 3,469,703 18.1%

</TABLE>

* Represents less than 1% of the total number of shares of Common Stock
outstanding on the Voting Record Date.

(FOOTNOTES CONTINUED ON FOLLOWING PAGE)

-10-

<PAGE> 14

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

(2) Gail K. Cleary possesses sole voting and dispositive power with respect to
1,000,437 of the indicated shares and the Estate of Russell G. Cleary holds
82,500 of such shares. Persons and entities related to Gail K. Cleary who
or which beneficially own shares of Common Stock include: Sandra G. Cleary
and Kristine H. Cleary, adult children of Mr. and Mrs. Cleary, who possess
sole voting and dispositive power individually or by trust with respect to
42,402 shares and 35,032 shares, respectively; L. Hope Kumm, Gail K.
Cleary's mother, who possesses sole voting and dispositive power with
respect to 127,600 shares held in the Lillian Hope Kumm Trust; Megan
Coffey, Sara Coffey, William Coffey and Katherine Heise, grandchildren of
Mr. and Mrs. Cleary, who beneficially own 11,883, 11,883, 3,100 and 800
shares, respectively; the Cleary Foundation, Inc. and the Kumm Foundation,
Inc., charitable corporations for which various members of the Cleary and
Kumm families serve as executive officers and directors, which possess sole
voting and dispositive power with respect to 119,449 and 58,094 shares,
respectively; and the Roy E. Kumm Family Trust, La Crosse Trust Company,
Trustee, of which L. Hope Kumm, Gail K. Cleary, Sandra G. Cleary and
Kristine H. Cleary are beneficiaries, which possesses sole voting and
dispositive power with respect to 52,800 shares.

(3) Includes shares of Common Stock which the named individuals and certain
executive officers have the right to acquire within 60 days of the Voting
Record Date pursuant to the exercise of stock options as follows: Ms.
Davenport - 26,400; Mr. Funk - 26,400; Mr. Leinfelder - 17,600; Mr. Lommen
- 44,000; Mr. Luby - 8,800; Mr. Mebane - 0; Mr. Nordeen - 17,600; Mr.
Quillin - 43,996; Mr. Rundle - 8,800; Mr. Schini - 275,280; Mr. Rusch -
127,072; Mr. Price - 123,472; Mr. Konradt - 82,192 and Mr. Abell - 61,400.
Does not include options for shares of Common Stock which do not vest
within 60 days of the Voting Record Date which have been awarded to
executive officers and directors under the Company's stock option plans.

(4) Includes shares of Common Stock awarded under the Company's stock incentive
plans which are subject to vesting requirements. Recipients of restricted
stock awards may direct voting prior to vesting.

(5) Includes shares of Common Stock allocated to the accounts of executive
officers pursuant to the 401(k) Plan, for which such individuals possess
shared investment power and shared voting power over the shares of Common
Stock allocated to their own account, of which approximately 2,197 shares
are allocated to accounts of the executive officers named in the Summary
Compensation Table as follows: Mr. Schini - 0; Mr. Rusch - 0; Mr. Price
- 0; Mr. Konradt - 946; and Mr. Abell - 1,251.

(6) Includes shares of Common Stock allocated to certain executive officers
under the ESOP, for which such individuals possess shared voting power, of
which approximately 111,553 shares were allocated to executive officers
named in the Summary Compensation Table as follows: Mr. Schini - 36,760;
Mr. Rusch - 21,826; Mr. Price - 21,403; Mr. Konradt - 15,934; and Mr. Abell
- 15,630.

(7) Based upon a Schedule 13G, dated February 12, 1998, filed with the Company
pursuant to the Exchange Act by Dimensional Fund Advisors Inc.
("Dimensional"). Dimensional, a registered investment advisor, is deemed to
have beneficial ownership of 936,546 shares of Common Stock as of December
31, 1998, all of which shares are held in portfolios of four investment
companies registered under the Investment Company Act of 1940, as amended,
and certain other investment vehicles, including commingled group trusts,
of which Dimensional serves as investment adviser and investment manager.
Dimensional disclaims beneficial ownership of all such shares.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of the shares of Common
Stock outstanding, to file reports of ownership and changes in ownership with
the SEC and the NASD by certain dates. Officers, directors and greater than ten
percent shareholders are required by regulation to furnish the Company with
copies of all Section 16(a) forms they file. Based upon review of the
information provided to the Company, the Company believes that during the fiscal
year ended December 31, 1998, officers, directors and greater than ten percent
shareholders complied with all Section 16(a) filing requirements, with the
exception of: (i) Mr. Bradford R. Price, who inadvertently failed to timely file
a Form 4 with respect to the exercise of options to purchase 6,600 shares of
Common Stock in December 1998, which subsequently was reported in January 1999;
and (ii) Mr. Don P. Rundle, who inadvertently failed to timely file a Form 4
with respect to the sale of 5,000 shares of Common Stock in October 1998, which
subsequently was reported on a Form 5 in February 1999.

-11-

<PAGE> 15

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

SUMMARY COMPENSATION TABLE

The following table summarizes the total compensation paid by the Bank
to its Chief Executive Officer and the next four highest paid executive officers
of the Company and its subsidiaries whose compensation, based on salary and
bonus, exceeded $100,000 during the Company's fiscal years ended December 31,
1998, 1997 and 1996.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
--------------------------

VALUE OF NUMBER
ANNUAL COMPENSATION (3) RESTRICTED OF SHARES
----------------------- STOCK SUBJECT TO ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS(2) AWARDS(4)(5) OPTIONS(6) COMPENSATION(7)
- --------------------------- ---- --------- -------- ------------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Thomas W. Schini................. 1998 $333,333 $171,936 $669,042 76,800 $17,501
Chairman, President and 1997 317,417 135,768 -- -- 19,457
and Chief Executive 1996 302,083 70,796 -- -- 18,057
Officer

Jack C. Rusch.................... 1998 $159,600 $ 68,051 $263,257 31,200 $ 7,509
Executive Vice President, 1997 150,667 51,542 -- -- 7,328
Treasurer and 1996 141,917 25,277 -- -- 6,890
Chief Financial Officer

Bradford R. Price................ 1998 $159,600 $ 68,051 $263,257 31,200 $ 6,443
Executive Vice President 1997 150,667 51,542 -- -- 6,434
and Secretary 1996 141,917 25,277 -- -- 6,034

Joseph M. Konradt................ 1998 $150,312 $ 63,142 $235,772 28,800 $ 6,301
Senior Vice President 1997 136,458 46,900 -- -- 6,237
1996 121,668 21,914 -- -- 5,601

Robert P. Abell.................. 1998 $123,135 $ 37,952 $160,121 19,800 $ 6,352
Senior Vice President 1997 112,467 28,899 -- -- 5,758
1996 104,317 13,937 -- -- 4,921
</TABLE>

(FOOTNOTES CONTINUED ON FOLLOWING PAGE)

-12-

<PAGE> 16

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

(2) Executive officers of the Company receive cash bonus compensation under
the First Federal Savings Bank La Crosse-Madison Annual Incentive Bonus
Plan (the "Annual Bonus Plan") which is based upon the Bank's
performance. See "Compensation Committee Report." For the fiscal years
ended December 31, 1996, 1997 and 1998, all bonus compensation paid to
the named executive officers was made pursuant to the Annual Bonus Plan.

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

(4) Amounts shown in this column represent the value of shares of Common
Stock awarded pursuant to the terms of the Company's long-term stock
incentive plans during the fiscal year ended December 31, 1998 based upon
the closing market price of the Company's Common Stock on the date of
grant. No shares of restricted stock were awarded during the fiscal years
ended December 31, 1996 and 1997. The amounts indicated for fiscal 1998
represent:

- The aggregate value of restricted stock contingently awarded
pursuant to the 1998-2000 long-term incentive plan, assuming
the Company achieves the average ROE target for 1998-2000, and
awarded shares as follows: (i) Mr. Schini - 25,600 shares;
(ii) Mr. Rusch - 10,400 shares; (iii) Mr. Price - 10,400
shares; (iv) Mr. Konradt - 9,600 shares; and (v) Mr. Abell -
6,600 shares; and

- The aggregate value of additional shares of restricted stock
awarded pursuant to the 1995-1997 long-term incentive plan in
fiscal 1998, based upon the Company exceeding plan performance
targets for the 1995-1997 period, and awarded shares as
follows: (i) Mr. Schini - 17,764 shares; (ii) Mr. Rusch -
6,696 shares; (iii) Mr. Price - 6,696 shares; (iv) Mr. Konradt
- 5,740 shares; and (v) Mr. Abell - 3,826 shares.

Restricted stock awarded for the 1995-1997 period vests at the rate of
50% on January 1, 1999 and 2000. Restricted stock awarded for the
1998-2000 period will vest at the rate of 50% on January 1, 2002 and
January 1, 2003, provided the applicable plan performance criteria are
satisfied for the 1998-2000 period. Pursuant to the terms of the plans
under which the foregoing shares were awarded, the number of shares
subject to such awards were adjusted in fiscal 1998 to reflect the
Company's 2-for-1 stock split in June 1998.

(5) At December 31, 1998, the aggregate value of restricted (unvested) stock
holdings by Messrs. Schini, Rusch, Price, Konradt and Abell was
$1,348,711, $520,660, $520,660, $457,518 and $308,276, respectively,
based on a total of 82,364, 31,796, 31,796, 27,940 and 18,826 shares
awarded in fiscal 1998, respectively (adjusted for the 2-for-1 stock
split in June 1998), and the closing market price of the Company's Common
Stock on that date ($16.375 per share). Recipients of restricted stock
awards are entitled to vote and receive payment of any dividends on
unvested shares of Common Stock. For a further discussion of the
Company's long-term incentive plans, see "Compensation Committee Report."

(6) Amounts shown in this column represent the total number of shares of
Common Stock subject to options granted to the named executive officers
under the Company's long-term stock incentive plans during the fiscal
year ended December 31, 1998. Pursuant to the terms of the plans under
which the options were granted, the number of shares subject to
outstanding option grants were adjusted in fiscal 1998 to reflect the
Company's 2-for-1 stock split in June 1998. No options were granted to
the named individuals in fiscal 1996 or 1997.

(7) Amounts shown in this column represent the Bank's contributions on behalf
of the named executive officers under the 401(k) Plan, the ESOP, the
Executive Life Bonus Plan ("Life Bonus Plan"), and disability insurance
premiums paid by the Bank for the fiscal years ended December 31, 1996,
1997 and 1998. The amounts shown for each individual for the fiscal year
ended December 31, 1998 are derived from the following figures: (i) Mr.
Schini - $2,400 matching contribution under the 401(k) Plan; $2,400 -
ESOP contribution; $11,747 Life Bonus Plan payment; and $954 - disability
premium; (ii) Mr. Rusch - $2,400 - matching contribution under the 401(k)
Plan; $2,400 ESOP contribution; $1,763 - Life Bonus Plan payment; and
$946 - disability premium; (iii) Mr. Price - $2,400 matching contribution
under the 401(k) Plan; $2,400 - ESOP contribution; $1,091 - Life Bonus
Plan payment; and $552 - disability premium; (iv) Mr. Konradt -$2,400 -
matching contribution under the 401(k) Plan; $2,400 - ESOP contribution;
$1,100 - Life Bonus Plan payment; and $401 disability premium; and (v)
Mr. Abell - $2,400 - matching contribution under the 401(k) Plan; $2,400
- ESOP contribution; $956 - Life bonus Plan payment; and $596 -
disability premium.

-13-

<PAGE> 17

STOCK OPTIONS

As of December 31, 1998, the Company and its subsidiaries had 929
officers and employees eligible to participate in the Company's current stock
option and incentive plans, which include the First Federal Capital Corp. 1989
Stock Incentive Plan, the First Federal Capital Corp. 1992 Stock Incentive Plan,
the First Federal Capital Corp. 1992 Stock Option and Incentive Plan (f/k/a the
Rock Financial Corp. 1992 Stock Option and Incentive Plan) and the First Federal
Capital Corp. 1997 Stock Option and Incentive Plan (collectively, the "Stock
Option and Incentive Plans"). As of December 31, 1998, 3,148,184 shares of
Common Stock had been granted under the Stock Option and Incentive Plans (either
in the form of option grants or restricted stock awards) and a total of
1,335,132 shares of Common Stock were available for granting.

The following table sets forth certain information concerning
individual grants of stock options to the executive officers named in the
Summary Compensation Table under the Stock Option and Incentive Plans during the
fiscal year ended December 31, 1998.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------------------------------------------------------
POTENTIAL
% OF TOTAL REALIZABLE VALUE AT
OPTIONS PER SHARE ASSUMED ANNUAL RATES OF
GRANTED TO EXERCISE STOCK PRICE APPRECIATION(3)
OPTIONS EMPLOYEES IN PRICE EXPIRATION ---------------------------
NAME GRANTED(1) FISCAL YEAR(2) ($/SH)(1) DATE 5% 10%
------ ---------- -------------- ----------- ------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Thomas W. Schini.................... 76,800 24.9% $14.75 1/27/08 $712,704 $1,805,568

Jack C. Rusch....................... 31,200 10.1 14.75 1/27/08 289,536 733,512

Bradford R. Price................... 31,200 10.1 14.75 1/27/08 289,536 733,536

Joseph M. Konradt................... 28,800 9.3 14.75 1/27/08 267,264 677,088

Robert P. Abell..................... 19,800 6.4 14.75 1/27/08 183,744 465,498
</TABLE>

- ----------

(1) The options granted are subject to a vesting schedule under the stock
option plans and are exercisable as follows: (i) Mr. Schini -25,600 -
(1/27/99); 25,600 - (1/27/00); 25,600 - (1/27/01); (ii) Mr. Rusch -
10,400 - (1/27/99); 10,400 - (1/27/00); 10,400 - (1/27/01); (iii) Mr.
Price - 10,400 - (1/27/99); 10,400 - (1/27/00); 10,400 - (1/27/01); (iv)
Mr. Konradt - 9,600 - (1/27/99); 9,600 - (1/27/00); 9,600 - (1/27/01);
and (v) Mr. Abell - 6,600 - (1/27/99); 6,600 - (1/27/00); 6,600 -
(1/27/01). Pursuant to the terms of the plan under which the options were
granted, the number of shares subject to the options granted and the
exercise price of the options were adjusted in fiscal 1998 to reflect the
Company's 2-for-1 stock split in June 1998.

(2) Options to purchase 309,000 shares of Common Stock were granted to
eligible participants under the Company's stock option plans during the
fiscal year ended December 31, 1998.

(3) Amount shown represents the potential realizable value, net of the option
exercise price, assuming that the underlying market price of the Common
Stock appreciates in value from the date of grant to the end of the
option term at annualized rates of 5% and 10%. These amounts represent
certain assumed rates of appreciation only. Actual gains, if any, on
stock option exercises are dependent upon the future performance of the
Common Stock and overall stock market conditions. There can be no
assurance that the amounts reflected in this table will be achieved.

-14-

<PAGE> 18

The following table sets forth certain information concerning the
exercise of stock options granted under the Company's Stock Option and Incentive
Plans by the executive officers named in the Summary Compensation Table during
the fiscal year ended December 31, 1998, and the value of their unexercised
stock options at December 31, 1998.

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

<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
NUMBER OF OPTIONS OPTIONS
SHARES AT FISCAL YEAR-END AT FISCAL YEAR-END (2)
ACQUIRED ON VALUE ----------------------------- ----------------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas W. Schini........... 75,502 $ 832,470 329,298 76,800 $ 4,280,531 $ 124,800

Jack C. Rusch.............. 35,000 448,293 153,074 31,200 2,069,194 50,700

Bradford R. Price.......... 41,600 520,634 150,074 31,200 2,006,056 50,700

Joseph M. Konradt.......... 24,000 299,488 109,392 28,800 1,454,867 46,800

Robert P. Abell ........... 9,000 235,216 85,980 19,800 1,146,364 32,175
</TABLE>

(1) The value realized was calculated based upon the difference between the
fair market value of the shares of Common Stock subject to the exercised
options on the exercise date and the exercise price of the options.

(2) The value of Unexercised In-the-Money Options is based upon the difference
between the fair market value of the stock options ($16.375) (which was the
closing price on December 31, 1998) and the exercise price of the options
at December 31, 1998.

PENSION PLAN

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

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

The maximum annual compensation which may be taken into account under
the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") (as
adjusted from time to time by the Internal Revenue Service) for calculating
contributions under qualified defined benefit plans currently is $160,000 and
the maximum annual benefit permitted under such plans currently is $130,000. At
December 31, 1998, Messrs. Schini, Rusch, Price, Konradt and Abell had 39.5,
14.7, 18.8, 17.6 and 11.1 years of credited service, respectively, under the
Pension Plan.

-15-

<PAGE> 19

The Board of Directors of the Bank also has authorized a supplemental
non-qualified retirement plan ("Supplemental Plan") to provide certain
additional retirement benefits to Messrs. Schini, Rusch, Price and Konradt. The
Supplemental Plan provides that Messrs. Schini, Rusch, Price and Konradt shall
receive a supplemental pension benefit commencing on the first day of the
calendar month following their retirement equal to the dollar amount of the
retirement benefit that would have been paid under the Pension Plan, 401(k) Plan
and ESOP without regard to the maximum annual benefit limitation of Section 415
of the Internal Revenue Code (which was $160,000 for 1998) and the maximum
annual compensation limitation in Section 401(a)(17) of the Internal Revenue
Code ($160,000 for 1998). The Supplemental Plan provides that the Bank shall
establish a supplemental defined contribution account which shall include the
amount of contributions which were not allocated to their accounts under the
401(k) Plan and ESOP because of the limitations imposed by the Internal Revenue
Code. In addition to the amounts payable in the table below, the additional
projected benefits under the Supplemental Plan payable to Messrs. Schini, Rusch,
Price and Konradt amounted to an annual benefit at age 65 of $123,855, $32,532,
$32,918 and 25,926, respectively, with respect to the Pension Plan and a lump
sum benefit of $222,332, $4,636, $4,691 and $2,583, respectively, with respect
to the 401(k) Plan and the ESOP at December 31, 1998.

The following table sets forth the estimated annual benefits payable
upon retirement at age 65 in fiscal 1998 to the named executive officers under
the Company's Pension Plan, expressed in the form of a ten year "single life"
annuity benefit, based on average annual compensation and years of service
classifications specified. The table does not set forth the amount of minimum
annual benefits accrued by certain Pension Plan participants under the benefit
plan formula previously in effect before the Pension Plan was amended.

PENSION PLAN TABLE
<TABLE>
<CAPTION>

AVERAGE CREDITABLE YEARS OF SERVICE AT AGE 65
ANNUAL --------------------------------------------------------------
COMPENSATION 10 15 20 25
- ------------ --------- --------- --------- ---------
<S> <C> <C> <C> <C>
$ 60,000...................................... $ 9,000 $14,000 $19,000 $23,000
80,000...................................... 13,000 20,000 26,000 33,000
100,000...................................... 17,000 25,000 33,000 42,000
120,000...................................... 20,000 31,000 41,000 51,000
140,000...................................... 24,000 36,000 48,000 60,000
160,000...................................... 28,000 42,000 56,000 70,000
180,000...................................... 28,000 42,000 56,000 70,000
200,000...................................... 28,000 42,000 56,000 70,000
220,000...................................... 28,000 42,000 56,000 70,000
240,000...................................... 28,000 42,000 56,000 70,000
260,000...................................... 28,000 42,000 56,000 70,000
280,000...................................... 28,000 42,000 56,000 70,000
300,000...................................... 28,000 42,000 56,000 70,000
320,000...................................... 28,000 42,000 56,000 70,000
340,000...................................... 28,000 42,000 56,000 70,000
360,000...................................... 28,000 42,000 56,000 70,000
380,000...................................... 28,000 42,000 56,000 70,000
400,000...................................... 28,000 42,000 56,000 70,000
</TABLE>

-16-

<PAGE> 20

EMPLOYMENT AGREEMENTS

The Bank has entered into employment agreements with Messrs. Thomas W.
Schini, Bradford R. Price, Jack C. Rusch, Robert P. Abell and Joseph M. Konradt
(collectively, the "Employment Agreements"). The Employment Agreements provide
for the continued employment of each executive in his present position. The
Employment Agreements provide Messrs. Schini, Price, Rusch, Abell and Konradt
with annual base salaries which currently amount to $336,000, $161,100,
$161,100, $120,800 and $150,000, respectively. Messrs. Schini, Price and Rusch's
employment agreements initially extended for three years, Mr. Konradt's
employment agreement initially extended for two years (but was amended in 1998
to a three-year term) and Mr. Abell's employment agreement initially extended
for two years, and each agreement may be extended on an annual basis for
successive additional one-year periods upon the expiration of each year of the
term upon review and approval by the Board of Directors of the Bank. In April
1998, the Board of Directors of the Bank extended the term of each of the
employment agreements with Messrs. Schini, Price, Rusch, Abell and Konradt for
an additional year.

Under the Employment Agreements, the Bank may, without further
liability, terminate such employment for "cause," which includes, generally,
conviction of a felony or any crime involving falsehood, fraud or moral
turpitude, willful failure to perform his duties and responsibilities in
accordance with written instructions approved by at least two-thirds of the
Board, a willful act of misconduct or violation of any law, regulation or cease
and desist order which is injurious to the Bank, a willful breach of fiduciary
duty involving personal profit and incompetence, personal dishonesty or material
breach of the Employment Agreement by the executive. The Employment Agreements
also provide for termination or suspension of rights granted if the executives
are terminated, suspended or permanently removed for certain violations of
federal laws, or if regulatory authorities were to determine that the Bank is
operating in an unsafe financial condition.

In the event of a termination for cause, the Bank's obligations under
the Employment Agreements to Messrs. Schini, Price, Rusch, Abell and Konradt
cease. In the event of termination of employment under certain circumstances,
including termination without cause or other breach of the Employment Agreements
by the Bank, the executive would be entitled to receive, for the remainder of
the employment term, compensation at substantially the same rate paid to him
prior to such termination in accordance with the Employment Agreement. If the
termination follows a "Change in Control," as defined therein, the executive may
elect to receive the severance payment in a lump sum, calculated on the basis of
his average annual compensation for the three years prior to the date of
termination multiplied by the remaining term of the agreement. The payments are
limited, however, not to exceed such amounts that would be deemed to constitute
"excess parachute payments" within the meaning of Section 280G of the Internal
Revenue Code, and by any amounts paid by a subsequent employer. In addition, the
executives would receive additional benefits under the Pension Plan in an amount
determined as if the executive were fully vested under the Pension Plan and had
accumulated the additional years of credited service under the Pension Plan that
he would have received had he continued employment with the Bank for the entire
employment term at the highest annual rate of base salary in effect during the
twelve months immediately preceding the termination date. Assuming that average
annual compensation was at each executive's existing salary level for fiscal
1998, severance pay in the event of a Change in Control would amount to
$1,008,000, $483,300, $483,300, $241,600 and $450,000 for Messrs.
Schini, Price, Rusch, Abell and Konradt respectively.

The Employment Agreements define a "Change in Control" to include a
change in control under certain federal laws regardless of whether approval of
the Change in Control is required under such laws and whether resulting from
merger, consolidation, reorganization, acquisition of the Bank or its assets, or
any other event. The following other circumstances involving a Change in Control
of the Bank which, if they occur, also provide the executives with termination
benefits under the Employment Agreements: (i) termination of an executive
officer's employment other than for cause after a Change in Control; (ii)
resignation by an executive officer following a significant change in the nature
or scope of his authorities or duties; (iii) a reassignment to duties in a
location more than 35 miles from the location of the executive officer's
principal office immediately before such Change in Control; and (iv) a
determination by an executive officer that, as a result of such Change in
Control and subsequent changes in the circumstances of his employment, he is
unable to exercise effectively his prior authority or responsibility.

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<PAGE> 21

COMPENSATION OF DIRECTORS

BOARD FEES

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

DIRECTORS' DEFERRED COMPENSATION PROGRAM

The Company and the Bank maintain plans under which members of their
Boards of Directors may elect to defer receipt of all or a portion of their
directors' fees. Under the plans, the Company and the Bank are obligated to
repay the deferred fees, in the manner elected by the participating director,
together with interest at a stated rate. The repayments generally will commence
upon the participating director's resignation from the Board of Directors,
although the participating director may elect to receive repayments at an
earlier time. During the fiscal year ended December 31, 1998, no director
deferred funds pursuant to these deferred compensation plans.

DIRECTORS' STOCK OPTION PLAN

The Company adopted the 1989 Directors' Stock Option Plan and the 1992
Directors' Stock Option Plan (collectively, the "Directors' Plans") which
provide for the grant of compensatory stock options to non-employee directors of
the Company and the Bank. Pursuant to the Directors' Plans, each director of the
Company or the Bank who is not also an employee of the Company or any subsidiary
is granted a compensatory stock option to purchase 8,800 shares of Common Stock
upon election or reelection to the Boards of Directors of the Company and the
Bank. The Directors' Plans also authorize discretionary grants of options to
purchase shares of Common Stock.

COMPENSATION COMMITTEE REPORT

I. COMPENSATION COMMITTEE

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

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

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<PAGE> 22

II. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

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

III. EXECUTIVE COMPENSATION POLICIES AND PLANS

The Committee uses the concept of total compensation in structuring a
combination of base salary, incentive bonus, long-term compensation and
perquisites for executive officers. It is the intent of the Committee to
recommend a base salary for executive officers that is comparable to the median
pay level of executives of similarly sized financial institutions based upon
available competitive market data. The Committee uses outside consultants and
published compensation survey data to review competitive rates of pay, to
establish salary ranges, and to recommend base salary and bonus pay levels.
Based upon such review, for fiscal 1998, the average increase in base salary for
the four highest paid executive officers (other than the CEO) was 6.5%. The
Company's executives, in general, will receive a level of compensation (base
salary plus cash incentive bonus) at or above the median annual compensation
paid by financial competitors of the Company only when the Company meets or
exceeds the median return on assets ("ROA") and return on equity ("ROE") levels
of its peer group.

The Committee also recognizes that "compensation" (as that term is
defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code")) in excess of $1,000,000 per year to an executive
officer is not deductible by the Company unless such compensation is
performance-based compensation approved by the shareholders of the Company and
thus, is not "compensation" for purposes of complying with the limit on
deductibility. The Committee has been advised that no executive officer of the
Company received compensation in fiscal 1998 that will result in the loss of a
corporate federal income tax deduction under Section 162(m) of the Internal
Revenue Code.

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

ANNUAL BONUS PLAN

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

For fiscal 1998, ROA accounted for 25%and ROE accounted for 75% of the
total cash incentive award opportunity. Executive officers earned incentive
compensation based on the Company achieving threshold, target and maximum ROA
and ROE performance at the 50th percentile, 65th percentile and 80th percentile,
respectively,

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<PAGE> 23

of the peer group. In general, if financial performance is below the threshold
level, no incentive compensation will be earned. Individual award targets vary
by executive group (CEO, Executive Vice Presidents, Senior Vice Presidents and
Department Managers) and are established as a percentage of base salary.
However, even if the Company's performance exceeds the target ratios of the peer
group, the Board of Directors of the Company and the Bank can elect to reduce or
cancel incentive payments if the Company's ROE does not equal or exceed a
"risk-free rate of return" defined to be 110% of the average one-year treasury
bill rate for the plan year. In addition, the performance measures may be
adjusted in any fiscal year if the Board of Directors approves management
proposals or directs management to implement proposals designed to enhance the
long-term performance of the Company but which would materially impact payments
under the Annual Bonus Plan.

For fiscal 1998, the Company is projected to achieve financial
performance objectives that exceed the 80th percentile for ROA and the 80th
percentile for ROE relative to the Annual Bonus Plan peer group. Based on the
Company's projected financial performance, cash bonuses were paid to Annual
Bonus Plan participants in fiscal 1998 representing part of the ROA and ROE
components of their 1998 bonus award. The balance of the 1998 incentive cash
bonus will be paid in fiscal 1999 when final peer data is available. The average
bonus earned under the Annual Bonus Plan in fiscal 1998 by the four highest paid
executive officers at year-end (other than the CEO) was 40.0% of their base
salaries compared to 32.0% in fiscal 1997.

LONG-TERM AWARD PLAN: 1998 - 2000 PLAN PERIOD

In fiscal 1998, the Board of Directors of the Company reviewed and
approved the terms of the First Federal Capital Corporation Long-Term
Performance Award Plan (1998-2000) (the "Long-Term Award Plan") which provides
for the grant of stock options and awards of restricted stock. The purpose of
the Long-Term Award Plan is to strengthen the link between executive
compensation and long-term organization performance. In determining appropriate
stock option grants and stock awards, the Stock Option Committee considers the
executives' contribution toward institutional performance and the executives'
expected contribution toward meeting the organization's long-term strategic
goals as well as industry practice. Any value received by the executive from an
option grant and any increase in the value of a stock award is a function of any
increase in the price of the Common Stock. As a result, the value of the
long-term compensation is directly aligned with increased stockholder value. The
total of targeted or projected values of long-term awards at the date of the
grant is set considering observed market practices for similar institutions in
the financial industry.

Pursuant to the Long-Term Award Plan, the Company's financial
performance is measured by comparing the Company's average ROE over a three-year
performance period to the average ROE of all publicly traded thrifts (as defined
by the SNL Securities database of publicly traded thrifts) over the same period.
Executive officers are granted stock options and awarded restricted stock based
upon the Company achieving threshold, target and maximum ROE performance at the
50th percentile, 75th percentile and 90th percentile, respectively, of all
publicly traded thrifts. Individual award targets vary by executive group (CEO,
Executive Vice Presidents and Senior Vice Presidents) and are established as a
percentage of base salary. Department Managers also are eligible to participate
and may be awarded stock options and restricted stock at the discretion of the
Stock Option Committee. Under the Long-Term Award Plan, stock options are
granted and restricted stock is awarded at the beginning of the performance
period based upon the Company achieving the target 75th percentile performance.
The options vest at the rate of 331/3% over a three-year period from the date of
grant, with no adjustment at the end of the plan period. The exercise price of
the options is established at the fair market value of the Company's Common
Stock on the date of grant. Restricted stock is awarded at the beginning of the
plan period, subject to adjustments and vesting schedules as described herein.

In fiscal 1998, pursuant to the Long-Term Award Plan (1998-2000),
options to acquire 204,000 shares of Common Stock (adjusted for the June 1998
2-for-1 stock split) were granted to executive officers of the Company
(including the CEO), and 68,000 shares of restricted stock (adjusted for the
June 1998 2-for-1 stock split) were contingently awarded to such executive
officers, subject to the Company achieving the above-noted benchmark ROE

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<PAGE> 24

performance during the 1998-2000 plan period. At the end of the 1998-2000
performance period, all of the contingently issued restricted shares must be
forfeited by participants if the Company has not achieved the threshold 50th
percentile performance and a portion of the restricted shares must be forfeited
by participants if the Company has not achieved the target 75th percentile
performance. If the Company's performance has exceeded the target 75th
percentile, additional shares of restricted stock will be awarded as provided
for under the Long-Term Award Plan (1998-2000). The balance of such additional
awards, if any, will be made in fiscal 2001 when final peer data is received.
The restricted stock awards when finalized for the 1998-2000 plan period will be
subject to a two-year vesting period with 50% of the award vesting on January 1
of each year in 2002 and 2003. However, the Stock Option Committee may elect to
cancel or reduce restricted stock awards if the Company's average three-year ROE
is below a "risk-free rate of return" defined to be 110% of the average
three-year treasury bill over the performance period.

LONG-TERM AWARD PLAN: 1995-1997 PLAN PERIOD

In fiscal 1995, pursuant to the Long-Term Award Plan (1995-1997),
options to acquire 289,800 shares of Common Stock (adjusted for the June 1997
3-for-2 stock split and the June 1998 2-for-1 stock split) were granted to
executive officers of the Company (including the CEO), and 96,600 shares of
restricted stock (adjusted for the June 1997 3-for-2 stock split and the June
1998 2-for-1 stock split) were contingently awarded to such executive officers,
subject to the Company achieving ROE performance during the 1995-1997 plan
period that equals or exceeds the 75th percentile of publicly traded thrifts
peer group.

For the 1995-1997 plan period, relative to the peer group of publicly
traded thrifts, the Company achieved an average ROE percentile ranking of 89%,
exceeding the 75th percentile performance. Therefore, in fiscal 1998, additional
restricted stock awards for 26,238 shares of Common Stock were made to executive
officers of the Company (other than the CEO) as final payment under the
Company's long-term performance award plan for the 1995-1997 plan period. All
restricted stock awards for the 1995-1997 plan period are subject to a two-year
vesting period with 50% of the award vesting on January 1 of each year in 1999
and 2000.

Shares of restricted stock and stock options granted pursuant to the
Company's long-term award plans are made from shares of Common Stock reserved
for issuance under the First Federal Capital Corp. 1989 Stock Incentive Plan,
the First Federal Capital Corp. 1992 Stock Incentive Plan, the Rock Financial
Corp. 1992 Stock Option and Incentive Plan (which was assumed by the Company in
connection with the Rock Merger) and the First Federal Capital Corp. 1997 Stock
Option and Incentive Plan (collectively, the "Stock Option and Incentive
Plans"). Under the Stock Option and Incentive Plans, the Stock Option Committee
also may authorize discretionary awards irrespective of whether the performance
criteria set forth in the Long-Term Award Plan are met.

IV. CEO COMPENSATION

Mr. Schini's cash compensation (salary and bonus) for fiscal 1998
consisted of a competitively determined base salary as well as the payment of a
cash incentive bonus based upon the Company's 1997 and 1998 financial
performance. Mr. Schini's base salary was increased 5.0% over 1997 which, in
part, reflected the Committee's recommendation to pay him a base salary that was
representative of comparable financial institutions of similar asset size and
performance. Mr. Schini receives no additional payment for serving as a member
of the Board of Directors of the Company or the Bank.

During fiscal 1998, a cash incentive bonus of $171,936 was paid to Mr.
Schini which represented a portion of his 1998 bonus as well as the balance of
his 1997 bonus under the Company's Annual Bonus Plan. The 1997 cash bonus
reflected the Company's financial performance relative to its peer group which
data was at the 79th percentile for ROA and the 93rd percentile for ROE. The
Company achieved a ROA of 1.13% and a ROE of 17.20% for fiscal 1997, which
resulted in a final payment to Mr. Schini in fiscal 1998 representing a portion
of the ROA and ROE components of his bonus. For fiscal 1998, the Company is
projected to achieve financial

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<PAGE> 25

performance objectives that exceed the 80th percentile for ROA and the 80th
percentile for ROE. The balance of Mr. Schini's 1998 incentive cash bonus will
be paid to him in 1999 when final peer data is received. Incentive cash
compensation paid in 1998 was 52.0% of base compensation compared to 42.0% of
base compensation in 1997.

In fiscal 1998, Mr. Schini was awarded 17,764 shares of Common Stock as
final payment under the Company's long-term performance award plan for the
1995-1997 plan period. As noted above, relative to a peer group of all publicly
traded thrift institutions, the Company achieved an average ROE percentile
ranking of 89% for the 1995-1997 plan period, exceeding the target 75th
percentile performance. The award is subject to a two-year vesting period with
50% of the award vesting on January 1 of each year in 1999 and 2000.

During fiscal 1998, Mr. Schini was granted options to acquire 76,800
shares of Common Stock and was awarded 25,600 shares of restricted stock
pursuant to the Company's Long-Term Award Plan (1998-2000). The options vest at
the rate of 331/3% over a three-year period from the date of grant. The
restricted stock will vest at the rate of 50% on January 1, 2002 and 2003,
provided the applicable plan performance criteria are satisfied for the
1998-2000 plan period.

MARJORIE A. DAVENPORT

RICHARD T. LOMMEN

PATRICK J. LUBY

DON P. RUNDLE

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<PAGE> 26

STOCK PERFORMANCE GRAPH

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

Comparison of Five-Year Cumulative Total Returns
Performance Graph for
First Federal Capital Corp.

Prepared by the Center for Research in Security Prices
Produced on 01/20/1999 including data to 12/31/1998

[LINE GRAPH]

<TABLE>
<CAPTION>
CRSP Total Returns Index for: 12/1993 12/1994 12/1995 12/1996 12/1997 12/1998
- ---------------------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
First Federal Capital Corp. 100.0 113.4 129.9 164,5 378.5 378.8
Nasdaq Stock Market (U.S. companies) 100.0 97.8 138.3 170.0 208.6 293.2
Nasdaq Bank Stocks 100.0 99.6 148.4 195.9 328.0 324.9
SIC 6020-6029, 6710-6719 US & Foreign
</TABLE>

NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval based on the fiscal year end, is not a trading
only.
D. The index level for all series was set to $100.0 on 12/31/1993.

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<PAGE> 27

INDEBTEDNESS OF MANAGEMENT AND CERTAIN TRANSACTIONS

Prior to the enactment of the Financial Institutions Reform, Recovery,
and Enforcement Act of 1989, as amended ("FIRREA"), FFLX and FFMD followed the
policy of making loans to their directors, officers and employees at preferred
interest rates and fees. In accordance with FIRREA, all loans to officers and
directors are now made on the same terms, including interest rates, loan fees,
and collateral as those prevailing at the time for comparable transactions with
the general public and must not involve more than the normal risk of repayment
or present other unfavorable features. During 1998, no director or executive
officer of the Company or the Bank had loans outstanding at preferred interest
rates from the Company or the Bank which aggregated $60,000 or more. At December
31, 1998, the Bank had eleven loans to directors and executive officers of the
Company and the Bank and their affiliates which amounted to $968,352 or less
than 1.0% of the Company's stockholders' equity at such date.

The Company and the Bank intend that all transactions in the future
between the Company and the Bank and executive officers, directors, holders of
10% or more of the shares of any class of Common Stock of the Company and
affiliates thereof, will contain terms no less favorable to the Company or the
Bank than could have been obtained by them in arms' length negotiations with
unaffiliated persons and will be approved by a majority of outside directors of
the Company or the Bank, as applicable, not having any interest in the
transaction.

STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING

DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR INCLUSION IN 2000 PROXY
MATERIALS

To be considered for inclusion in the proxy statement relating to the
Annual Meeting (for fiscal year ended December 31, 1999) to be held in April
2000, stockholder proposals must be received at the principal executive offices
of the Company at 605 State Street, La Crosse, Wisconsin 54601, Attention:
Bradford R. Price, Executive Vice President and Secretary, no later than
November 21, 1999. If such proposal is in compliance with all of the
requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), it will be included in the proxy statement and set forth
on the appointment form of proxy issued for such annual meeting of stockholders.
It is urged that any such proposals be sent certified mail, return receipt
requested. Nothing in this section shall be deemed to require the Company to
include in its proxy statement and proxy relating to the 1999 Annual Meeting any
stockholder proposal which does not meet all of the requirements for inclusion
established by the SEC in effect at the time such proposal is received.

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

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

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<PAGE> 28

DISCRETIONARY VOTING OF 2000 PROXIES

Effective June 29, 1998, the SEC amended Rule 14a-4(c) under the
Exchange Act which governs a company's use of discretionary proxy voting
authority with respect to stockholder proposals that are not being included in a
company's proxy solicitation materials pursuant to Rule 14a-8 of the Exchange
Act. New Rule 14a- 4(c)(1) provides that if a stockholder fails to notify the
Company of such proposal by January 20, 2000, then the management proxies named
in the form of proxy distributed in connection with the Company's proxy
statement would be allowed to use their discretionary voting authority to
address the proposal submitted by the stockholder, without discussion of the
proposal in the proxy statement.

OTHER MATTERS

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

The cost of the solicitation of proxies will be borne by the Company.
The Company has made arrangements with brokerage firms, banks, nominees and
other fiduciaries to forward proxy solicitation materials to the beneficial
owners of shares of Common Stock and will reimburse such holders for reasonable
expenses incurred by them in connection therewith. In addition to solicitations
by mail, directors, officers and employees of the Company may solicit proxies
personally or by telephone without additional compensation therefor.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Bradford R. Price
--------------------------------------
La Crosse, Wisconsin Bradford R. Price
March 19, 1999 Executive Vice President and Secretary

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<PAGE> 29

APPENDIX A

PROPOSED AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION

The first paragraph of Article IV of the Articles of Incorporation of
the Company, providing for the authorization of 25,000,000 shares, consisting of
5,000,000 shares of preferred stock, $0.10 par value per share, and 20,000,000
shares of common stock, $0.10 par value per share, will be eliminated and
replaced in its entirety by the following new paragraph of Article IV, assuming
receipt of shareholder approval of Matter 2:

"Capital Stock. The total number of shares of capital stock
which the Corporation has authority to issue is 105,000,000,
of which 5,000,000 shall be serial preferred stock, $.10 par
value per share (hereinafter the "Preferred Stock"), and of
which 100,000,000 shall be common stock, par value $.10 per
share (hereinafter "Common Stock"). Except to the extent
required by governing law, rule or regulation, the shares of
capital stock may be issued from time to time by the Board of
Directors without further approval of the stockholders of the
Corporation."

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<PAGE> 30
FIRST FEDERAL CAPITAL CORP
A Federal Savings Bank Holding Company

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

FIRST FEDERAL CAPITAL CORP.
ANNUAL MEETING OF STOCKHOLDERS REVOCABLE PROXY
- --------------------------------------------------------------------------------
The undersigned hereby instructs Firstar Trust Company, the Trustee of the
Trust created pursuant to the Savings Investment Plan ("SIP") of First Federal
Savings Bank LaCrosse-Madison, to vote the shares of common stock, $0.010 par
value per share ("Common Stock") of First Federal Capital Corp. (the "Company")
which were allocated to my account as of March 3, 1999 under the SIP upon the
following proposals to be presented at the Annual Meeting of Stockholders of the
Company on April 21, 1999, at 10:30 a.m., Central Time, or any adjournments or
postponements thereof.

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

(Continued, and to be signed and dated, on the reverse side)
<PAGE> 31

FIRST FEDERAL CAPITAL CORP
A Federal Savings Bank Holding Company

Please detach here
<TABLE>
<S> <C>

1. ELECTION OF DIRECTORS
Nominees for three-year term expiring in 2002: [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
01 John F. Leinfelder 03 Dale A. Nordeen below (except as marked to vote for all nominees
02 David C. Mebane 04 Thomas W. Schini to the contrary below) listed below
-----------------------------------------------------
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE,
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
-----------------------------------------------------
2. TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION to increase the number of authorized shares of the Company's
common stock from 20,000,000 to 100,000,000 shares. [ ] For [ ] Against [ ] Abstain
3. PROPOSAL TO RATIFY the appointment of Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 1999. [ ] For [ ] Against [ ] Abstain
4. In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournments or postponements thereof.

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

Address Change? Mark Box [ ] Indicate changes below: Date: , 1999
----------------------------------------------

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

Signature(s) in Box
If you return this card properly signed but do not
otherwise specify, shares will be voted FOR each of the
nominees for director and FOR Proposals 2 and 3.

</TABLE>
<PAGE> 32
FIRST FEDERAL CAPITAL CORP
A Federal Savings Bank Holding Company

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

FIRST FEDERAL CAPITAL CORP. REVOCABLE PROXY
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FIRST
FEDERAL CAPITAL CORP. (THE "COMPANY") FOR USE AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON APRIL 21, 1999, AND AT ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF.

The undersigned hereby appoints Bradford R. Price and Jack C. Rusch as
proxies, each with power to appoint his substitute, and hereby authorizes each
of them to represent and to vote, as designated below, all the shares of common
stock, $0.10 par value per share ("Common Stock") of the Company held of
record by the undersigned on March 3, 1999 at the Annual Meeting of
Stockholders to be held at the Radisson Hotel, 200 Harborview Plaza, La Crosse,
Wisconsin, on Wednesday, April 21, 1999, at 10:30 a.m., Central Time, or any
adjournments or postponements thereof.

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

(Continued, and to be signed and dated, on the reverse side)
<PAGE> 33

FIRST FEDERAL CAPITAL CORP
A Federal Savings Bank Holding Company

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

Please detach here
<TABLE>
<S> <C>

1. ELECTION OF DIRECTORS
Nominees for three-year term expiring in 2002: [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
01 John F. Leinfelder 03 Dale A. Nordeen below (except as marked to vote for all nominees
02 David C. Mebane 04 Thomas W. Schini to the contrary below) listed below
-----------------------------------------------------
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE,
WRITE THE NUMBER(S) OF THE NOMINEE(S) OF THE BOX PROVIDED TO THE RIGHT.)
-----------------------------------------------------
2. TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION to increase the number of authorized shares of the Company's
common stock from 20,000,000 to 100,000,000 shares. [ ] For [ ] Against [ ] Abstain
3. PROPOSAL TO RATIFY the appointment of Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 1999. [ ] For [ ] Against [ ] Abstain
4. In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournments or postponements thereof.

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

Address Change? Mark Box [ ] Indicate changes below: Date: , 1999
----------------------------------------------

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

Signature(s) in Box
Please sign this exactly as your name(s) appear(s) on
this proxy. When signing in a representative capacity,
please give title. When shares are held jointly, only one
holder need sign.
</TABLE>
<PAGE> 34
FIRST FEDERAL CAPITAL CORP
A Federal Savings Bank Holding Company

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

FIRST FEDERAL CAPITAL CORP.
ANNUAL MEETING OF STOCKHOLDERS REVOCABLE PROXY
- --------------------------------------------------------------------------------

The undersigned hereby instructs Firstar Trust Company, the Trustee of the
Trust created pursuant to the Employee Stock Ownership Plan ("ESOP") of First
Federal Capital Corp. (the "Company") to vote the shares of common stock, $0.10
par value per share ("Common Stock") of the Company which were allocated to my
account as of March 3, 1999 under the ESOP upon the following proposals to be
presented at the Annual Meeting of Stockholders of the Company on April 21,
1999, at 10:30 a.m., Central Time, or any adjournments or postponements thereof.

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

(Continued, and to be signed and dated, on the reverse side)
<PAGE> 35

FIRST FEDERAL CAPITAL CORP
A Federal Savings Bank Holding Company

Please detach here
<TABLE>
<S> <C>

1. ELECTION OF DIRECTORS
Nominees for three-year term expiring in 2002: [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
01 John F. Leinfelder 03 Dale A. Nordeen below (except as marked to vote for all nominees
02 David C. Mabane 04 Thomas W. Schini to the contrary below) listed below
-----------------------------------------------------
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE,
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
-----------------------------------------------------
2. TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION to increase the number of authorized shares of the Company's
common stock from 20,000,000 to 100,000,000 shares. [ ] For [ ] Against [ ] Abstain
3. PROPOSAL TO RATIFY the appointment of Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 1999. [ ] For [ ] Against [ ] Abstain
4. In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournments or postponements thereof.

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

Address Change? Mark Box [ ] Indicate changes below: Date: , 1999
----------------------------------------------

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

Signature(s) in Box
If you return this card properly signed but do not
otherwise specify, shares will be voted FOR each of the
nominees for director and FOR Proposals 2 and 3. If you
do not return this card, shares will be voted by the
Trustee.

</TABLE>