ASSOCIATED BANC-CORP

The Committee has approved a clawback policy (the “Clawback Policy”) that is intended to satisfy the NYSE listing

requirements. The Clawback Policy mandates the recovery of executive officer incentive-based compensation from current and

former executive officers if payments were based on financial statements that were later restated and executive officers received

Erroneously Awarded Compensation (as defined therein). The Clawback Policy applies to both performance-based awards and

time-based awards. The Clawback Policy applies to the ELT, including the NEOs, and recovery is subject to only very limited

exceptions. The Committee does, however, have the discretion to determine the appropriate means and method of recovery

based on all applicable facts and circumstances which may include the reimbursement of all or part of any cash or equity-based

award; cancelling prior cash or equity-based awards whether vested or unvested paid or unpaid; cancelling or offsetting against

any planned future cash or equity-based awards; forfeiture of deferred compensation (subject to compliance with 409A of the

Internal Revenue Code), and any other method authorized by applicable law or contract.