ASSOCIATED BANC-CORP

•A substantial portion of total executive compensation is variable and tied directly to Company performance.

•All long-term incentive compensation awards are in the form of Associated shares of stock.

•Equity awards are heavily weighted in the form of performance-based restricted stock units (75% of awards) and time-

based restricted stock units (25% of awards) to align with shareholder value.

•We maintain stock ownership guidelines which require each of our NEOs to hold 100% of shares of restricted stock

granted until the applicable share ownership guideline amount is achieved.

•All incentive compensation awards are subject to a clawback policy.

•Our CEO and other executive officers do not have employment or severance agreements or arrangements, except as

provided for in our change of control severance compensation plan, or COC Plan.

•We do not provide tax “gross-up” payments in connection with any excise tax or other tax liabilities for the NEOs (except

in connection with relocation expenses).

•Our NEOs receive a limited number of perquisites.

•We have an independent Compensation and Benefits Committee.

•We utilize an independent external compensation consultant.