ASSOCIATED BANC-CORP

Unless the 2025 Plan is earlier terminated by Associated’s Board of Directors, the 2025 Plan will automatically terminate on the

earlier of (1) the date all shares subject to the 2025 Plan have been purchased or acquired and the restrictions on all restricted

stock granted under the 2025 Plan have lapsed, and (2) the tenth anniversary of the 2025 Plan’s effective date. Awards granted

before the termination of the 2025 Plan may extend beyond that date in accordance with their terms. The Board of Directors is

permitted to amend the 2025 Plan and the Committee is permitted to amend the terms and conditions of outstanding awards.

However, no amendment of the 2025 Plan or an award may adversely affect the rights of any participant with respect to

outstanding awards without the applicable participant’s written consent, decrease the minimum vesting requirements (described

above in the Minimum Vesting and Termination of Employment or Service section), or violate rules under Section 409A of the

Code regarding the form and timing of payment of deferred compensation. Shareholder approval of any such amendment will

be obtained if required under applicable law or the rules of the New York Stock Exchange, which would include amendments

to increase the number of shares available under the 2025 Plan or to expand the scope of who is eligible to participate under the

2025 Plan.