Employment Agreement (2002)Full Document 

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                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT is effective as of July 1, 2000 (the
"Commencement Date") between First Federal Capital Corp., its successors and
assigns (hereinafter referred to as the "Company"), having its principal offices
located at 605 State Street, La Crosse, Wisconsin 54602, and Jack C. Rusch (the
"Executive").

                                    RECITALS

         WHEREAS, Executive is a key employee, whose extensive background,
knowledge and experience in the financial services industry has substantially
benefited both First Federal Savings Bank LaCrosse-Madison, F.S.B. (the "Bank")
and the Company and whose continued employment by the Company in the capacities
of Executive Vice President, Treasurer, and Finance and Administrative Division
Manager ("Corporate Position") will benefit the Company in the future; and

         WHEREAS, Executive possesses an intimate knowledge of the business and
affairs of the Company and the Bank, including their policies, markets and
financial and human resources; and

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

                                    AGREEMENT

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

         1. Employment. The Company shall employ Executive, and Executive shall
serve the Company, on the terms and conditions set forth in this Agreement.

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

         3. Position and Duties. Executive shall serve the Company in his
Corporate Position as Executive Vice President, Treasurer, and Finance and
Administrative Division Manager. As such, Executive shall report directly to the
President of the Company and shall have supervision and control over, and
responsibility for, corporate recordkeeping of the Company and shall have such
other powers, duties and responsibilities as may be from time to time prescribed
and assigned by the President and the Board, provided that such duties are
consistent with his present






duties and position as an executive officer of the Company. Executive shall
devote substantially all his working time and efforts to the business and
affairs of the Company and the Bank.

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

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

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

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