ASSOCIATED BANC-CORP

As used in the Plan, in addition to terms elsewhere defined in the Plan, the following terms shall have the meanings set forth

below:

2.1.“2020 Plan” means the Associated Banc-Corp 2020 Incentive Compensation Plan.

2.2.“Available Shares” means the aggregate number of Shares which may be delivered under the Plan pursuant to

Section 4.1.

2.3.“Award” means an Option (including a Non-Qualified Stock Option and an Incentive Stock Option), Stock

Appreciation Right, Restricted Stock Award, Restricted Stock Unit, Substitute Award, Share, or Dividend Equivalent Units

granted under the Plan (collectively, “Awards”).

2.4.“Award Agreement” means any written agreement, contract or other instrument or document setting forth the terms

and conditions of any Award granted hereunder between the Company and the Grantee.

2.5.“Beneficiary” means the Person designated to receive Plan benefits, if any, following a Grantee’s death in accordance

with Section 12.

2.6.“Board” means the Board of Directors of the Company.

2.7.“Cause“ means, as determined by the Committee in its sole discretion, the occurrence of any one of the following: (a)

commission of an act of fraud, embezzlement or other act of dishonesty that would reflect adversely on the integrity, character

or reputation of the Company, or that would cause harm to its customer relations, operations or business prospects; (b) breach

of a fiduciary duty owed to the Company; (c) violation or threatening to violate a restrictive covenant agreement, such as a non-

compete, non-solicit, or non-disclosure agreement, between an Eligible Person and the Company or a Subsidiary; (d)

unauthorized disclosure or use of confidential information or trade secrets; (e) violation of any lawful policies or rules of the

Company, including any applicable code of conduct; (f) commission of criminal activity; (g) failure to reasonably cooperate in

any investigation or proceeding concerning the Company; (h) determination by a governmental authority or agency that bars or

prohibits the Grantee from being employed in the Grantee’s current position with the Company; or (i) neglect or misconduct in

the performance of the Grantee’s duties and responsibilities, provided that the Grantee did not cure such neglect or misconduct

within ten (10) days after the Company gave written notice of such neglect or misconduct to such Grantee; provided, however,

that in the event a Grantee is party to a Services Agreement with the Company or a Subsidiary that contains a different

definition of Cause, the definition of Cause contained in such Services Agreement shall be controlling.

In each of the foregoing, the Committee shall determine, in its sole discretion, whether or not a “Cause” event has occurred, and

the Committee’s determination, as applicable, shall be conclusive, final and binding.

2.8.“Change in Control” means the definition of “Change in Control” as set forth in Section 10.3.

2.9.“Code” means the Internal Revenue Code of 1986 (and any successor thereto), as amended from time to time.

References to a particular section of the Code include references to regulations and rulings promulgated thereunder and to any

successor provisions.

2.10.“Committee” means the Compensation and Benefits Committee of the Board, or another committee or subcommittee

of the Board, appointed as provided in Section 3.1(a) of the Plan.

2.11.“Common Stock” means the Company’s common stock, par value $.01 per share.

2.12.“Company” means Associated Banc-Corp, a Wisconsin corporation, and any successor thereto.

2.13.“Compensation Limitations” means any compensation limitations that may become applicable to the Company or

Grantee pursuant to laws or other rules, regulations or written guidance issued pursuant to the authority of the Federal Reserve

Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation or other applicable federal or

state regulatory agency.

2.14.“Deferred Compensation Award” means an Award that is not exempt from Code Section 409A and, thus, is subject to

the requirements of Code Section 409A.

2.15.“Disability” means a Grantee is, by reason of any medically determinable physical or mental impairment that can be

expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income

replacement benefits for a period of not less than three months under an accident and health plan covering employees of the

Company or a Subsidiary.

2.16.“Dividend Equivalent Units” means a right granted pursuant to an Award to receive certain compensation payments

reflecting dividends paid to shareholders of the Company, pursuant to the terms of the applicable Award Agreement.

2.17.“Early Retirement” means a Grantee’s Termination of Service, other than for Cause, death or Disability, on or after (i)

the Grantee has reached age fifty-five (55) and (ii) the Grantee has completed fifteen (15) years of service with the Company or

a Subsidiary.

2.18.“Effective Date” means the date the Plan is approved and adopted by the Board, as provided in Section 1.1.

2.19.“Eligible Person” means any (a) employee of the Company or a Subsidiary, (b) Non-Employee Director, or (c)

consultant or advisor engaged by the Company or a Subsidiary.

2.20.“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated

thereunder, as the same may be amended from time to time and any successor thereto.

2.21“Exercise Date” means the date the Grantee or other holder of an Award that is subject to exercise delivers notice of

such exercise to the Company, accompanied by such payment, attestations, representations and warranties or other

documentation as required hereunder, under the applicable Award Agreement or as the Committee may otherwise specify.

2.22“Exercise Price” means the price at which a Share may be purchased by a Grantee upon the exercise of an Option, or

the price per Share used as the baseline measure for the value of a SAR, as specified in the applicable Award Agreement.