Noncompete Agreement

EXHIBIT (10)(k)

NONCOMPETE AGREEMENT

THIS NONCOMPETE AGREEMENT (this " Agreement" ) is dated as of October 29, 2004 by and among ASSOCIATED BANC-CORP., a Wisconsin corporation (" Associated" ) and JACK C. RUSCH (" Mr. Rusch" ).

RECITALS

A. Mr. Rusch owns shares of the issued and outstanding common stock of First Federal Capital Corp., a Wisconsin corporation, the sole shareholder of First Federal Capital Bank (collectively, " First Federal" ).

B. First Federal engaged in the business of providing financial services (the " Business" ).

C. Associated and First Federal are parties to that certain Agreement and Plan of Merger dated as of the date hereof (the " Merger Agreement" ) pursuant to which First Federal will be merged with and into Associated and Associated shall continue as the surviving corporation.

D. Mr. Rusch acknowledges that he has (1) been an executive level employee of First Federal (2) had access to confidential information of First Federal and (3) extensive experience and knowledge of the Business that he could use to compete with Associated (as successor to First Federal) after the Closing Date (as defined in the Merger Agreement).

E. Associated and Mr. Rusch acknowledge that their entry into this Agreement is a condition to the consummation of the transactions contemplated by the Merger Agreement. Mr. Rusch further acknowledges that he has entered into a Consulting Agreement (attached hereto as Exhibit A), the term of which runs concurrently with the obligations contained herein, and that entry into this Agreement is a condition of Associated entering into the Consulting Agreement. Mr. Rusch acknowledges that during the term of the Consulting Agreement, he owes Associated a common law duty of loyalty, in addition to the obligations contained herein.

F. Associated and Mr. Rusch deem it to be in the best interest of all parties to limit the ability of Mr. Rusch to compete with Associated after the date hereof as a result of the consummation of the transactions contemplated by the Merger Agreement.


AGREEMENTS

In consideration of the Recitals and mutual promises set forth below and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Consideration . Mr. Rusch shall receive $62,500 per month over the term of this Agreement in exchange for agreeing to the terms of this Agreement (the " Noncompete Payments" ). Mr. Rusch acknowledges and agrees that the benefits and consideration he will receive as a result of the consummation of the transactions contemplated by the Merger Agreement constitute adequate and sufficient consideration for their covenants contained in this Agreement. Mr. Rusch acknowledges that Associated would not consummate the transactions contemplated by the Merger Agreement if Mr. Rusch did not agree to be bound by the provisions contained in this Agreement. In the event of the death of Mr. Rusch, Associated shall continue to pay to the estate of Mr. Rusch the Noncompete Payments through the term of this Agreement. Associated may prepay such payments without penalty.

2. Noncompete Provisions .

(a) Certain Definitions . For purposes of this Agreement, " Territory" means the counties in which First Federal or its subsidiaries currently has an office. For purposes of this Agreement, " Customer of First Federal" means any individual or entity to which First Federal provided products or services at any time during the two year period prior to the Closing Date or which First Federal actively solicited for the purpose of providing products or services during the two year period prior to the Closing Date.

(b) Noncompete . During the period commencing on the Closing Date (as defined in the Merger Agreement) and ending on the second anniversary of the Closing Date, Mr. Rusch will not, directly or indirectly, either individually or as an employee, officer, principal, agent, partner, owner, trustee, beneficiary, co-venturer, distributor, consultant or in any other capacity, (i) within the Territory, participate in, become associated with, provide assistance to, engage in, or have a financial or other interest in any business, activity, enterprise or entity, which competes with the Business or any other business of First Federal (or Associated as successor to First Federal) that relates or is complimentary or suppl ...