ASSOCIATED BANC-CORP

3.1. Committee.

(a)Subject to Section 3.2, the Plan shall be administered by the Committee. The members of the Committee

shall be appointed by the Board from time to time and may be removed by the Board from time to time. To the extent the

Board considers it desirable to comply with Rule 16b-3, the Committee shall consist of two or more directors of the Company,

all of whom are Non-Employee Directors. The number of members of the Committee shall from time to time be increased or

decreased, and shall be subject to such conditions, in each case if and to the extent the Board deems it appropriate to permit

transactions in Shares pursuant to the Plan, to satisfy such conditions of Rule 16b-3 as then in effect.

(b)Subject to Section 4.4(c), the Committee may delegate, to the fullest extent permitted under applicable law, to

appropriate officers of the Company any or all of the authority of the Committee with respect to the grant of Awards to

Grantees, other than Grantees who are executive officers, or are (or are expected to be) Section 16 Persons at the time any such

delegated authority is exercised.

3.2. Powers of the Committee. Subject to and consistent with the provisions of the Plan, the Committee shall have full

power, authority and sole discretion as follows:

(a)to determine when, to whom (i.e., what Eligible Persons) and in what types and amounts Awards should be

granted;

(b)to grant Awards to Eligible Persons in any number, and to determine the terms and conditions applicable to

each Award, including (in each case, based on such considerations as the Committee shall determine) conditions intended to

comply with Code Section 409A, the number of Shares or the amount of cash or other property to which an Award will relate,

any Exercise Price, grant price or purchase price, any limitation or restriction, any Performance Metrics or Performance Goals,

any schedule for or relating to the earning of the Award or the lapse of limitations, forfeiture restrictions, restrictive covenants,

restrictions on exercisability or transferability, and/or vesting based on the passage of time, satisfaction of Performance Goals,

or the occurrence of one or more events or conditions;

(c)to determine whether an Award will be subject to minimum vesting requirements under Section 5.3(d);

(d)to determine the benefit payable under any Award and to determine whether any performance, vesting or

transfer conditions, including Performance Metrics or Performance Goals, have been satisfied;

(e)to determine whether or not specific Awards shall be granted in connection with other specific Awards;

(f)to determine the Term, as applicable;

(g)to determine the amount, if any, that a Grantee shall pay for Restricted Stock Awards, whether to permit or

require the payment of cash dividends thereon to be paid, deferred, or both, and the terms related thereto, and whether any

Shares shall be held in escrow or other custodial arrangement;

(h)to determine (i) whether, to what extent and under what circumstances an Award may be settled in, or the

Exercise Price of an Award may be paid in, cash, Shares, other Awards or other property, (ii) whether an Award may be

accelerated, vested, canceled, forfeited or surrendered, (iii) whether any terms of the Award may be waived, (iv) whether to

accelerate the exercisability of, and to accelerate or waive any or all of the terms and conditions applicable to, any Award or

any group of Awards for any reason and at any time or (v) whether to extend the period subsequent to the Termination of

Service within which an Award may continue to vest, be exercised, or both;

(i)to determine with respect to Awards granted to Eligible Persons, whether, to what extent and under what

circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award will be deferred,

in compliance with Code Section 409A, either at the election of the Grantee or if and to the extent specified in the Award

Agreement automatically or at the election of the Committee and to provide for the payment of interest or other rate of return

determined with reference to a predetermined actual investment or independently set interest rate, or with respect to other bases

permitted under Code Section 409A or otherwise, for the period between the date of exercise and the date of payment or

settlement of the Award;

(j)to determine whether a Grantee has a Disability, an Early Retirement or Normal Retirement (including years

of service);

(k)to determine whether and under what circumstances a Grantee has incurred a Termination of Service and

whether a Termination of Service was for Cause;

(l)to determine whether an Eligible Person is subject to Compensation Limitations;

(m)to make, amend, suspend, waive and rescind rules and regulations relating to the Plan;

(n)without the consent of the Grantee, to make adjustments in the terms and conditions of, and the criteria in,

Awards in recognition of unusual or nonrecurring events (including events described in Section 4.2) affecting the Company or a

Subsidiary or the financial statements of the Company or a Subsidiary, or in response to changes in Compensation Limitations

or other applicable laws, regulations or accounting principles;

(o)to appoint and delegate responsibility to such agents as the Committee may deem necessary or advisable to

administer the Plan;

(p)to determine the terms and conditions of all Award Agreements applicable to Grantees (which need not be

identical) and, with the consent of the Grantee (except as provided in this Section 3.2(p), and Sections 5.5 and 11.2), to amend

any such Award Agreement at any time; provided, however, that the consent of the Grantee shall not be required for any

amendment (i) that does not adversely affect the rights of the Grantee, or (ii) that is necessary or advisable (as determined by

the Committee) to carry out the purpose of the Award as a result of any new Compensation Limitation or other applicable law

or regulation, or a change in an existing Compensation Limitation or other applicable law or regulation or interpretation thereof,

or (iii) to the extent the Award Agreement specifically permits amendment without consent;

(q)to impose such additional terms and conditions upon the grant, exercise or retention of Awards as the

Committee may, before or concurrently with the grant thereof, deem appropriate, including limiting the percentage of Awards

that may from time to time be exercised by a Grantee and requiring the Grantee to enter into restrictive covenants;

(r)to correct any defect, supply any omission or reconcile any inconsistency, and to construe and interpret the

Plan, any rules and regulations adopted hereunder, Award Agreements or any other instrument entered into or relating to an

Award under the Plan; and

(s)to take any other action with respect to any matters relating to the Plan for which it is responsible and to make

all other decisions and determinations, including factual determinations, as may be required under the terms of the Plan or as

the Committee may deem necessary or advisable for the administration of the Plan.

3.3. Decision of the Committee Final, Conclusive and Binding. Any action of the Committee with respect to the Plan shall

be final, conclusive and binding on all Persons, including the Company, Subsidiaries, any Grantee, any Eligible Person, any

Person claiming any rights under the Plan from or through any Grantee, and shareholders, except to the extent the Committee

may subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at

which the Committee must or may make any determination shall be determined by the Committee, and any such determination

may thereafter be modified by the Committee. The express grant of any specific power to the Committee, and the taking of any

action by the Committee, shall not be construed as limiting any power or authority of the Committee.

3.4. Quorum. Unless otherwise established by the Board or in any charter of the Committee, a majority of the Committee

shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and

acts approved in writing by all members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee.

Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that

member by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public

accountants, or any executive compensation consultant or other professional retained by the Company to assist in the

administration of the Plan.

3.5. Decisions of the Committee and Board. All determinations of the Committee shall be made by a majority of its

members; provided, however, that any determination affecting any Awards made or to be made to a member of the Committee

may, at the Board’s election, be made by the Board.

Section 4.