ASSOCIATED BANC-CORP

14.1. Governing Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan

shall be determined in accordance with the laws of the State of Wisconsin, other than its law respecting choice of laws and

applicable federal law.

14.2. Severability. If any provision of this Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or

unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law

deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or

if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of

the Plan or the Award, it shall be stricken and the remainder of the Plan and any such Award shall remain in full force and

effect.

14.3. Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding

on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger,

consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

14.4. Requirements of Law. The granting of Awards and the delivery of Shares under the Plan shall be subject to all

applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges or

markets as may be required. Notwithstanding any provision of the Plan or any Award Agreement, Grantees shall not be entitled

to exercise, or receive benefits under, any Award, and the Company (or any Subsidiary) shall not be obligated to deliver any

Shares or deliver benefits to a Grantee, if such exercise or delivery would constitute a violation by the Grantee, the Company or

a Subsidiary of any applicable law or regulation.

14.5. Securities Law Compliance. If the Committee deems it necessary to comply with any applicable securities law, or the

requirements of any securities exchange or market upon which Shares may be listed, the Committee may impose any restriction

on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. All evidence of Share ownership

delivered pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the

Committee may deem advisable under the rules, regulations or other requirements of the SEC, any securities exchange or

market upon which Shares are then listed, and any applicable securities law. If so requested by the Company, the Grantee shall

make a written representation and warranty to the Company that the Grantee will not sell or offer to sell any Shares unless a

registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any

applicable state securities law or unless the Grantee shall have furnished to the Company an opinion of counsel, in form and

substance satisfactory to the Company, that such registration is not required.

If the Committee determines that the exercise or non-forfeitability of, or delivery of benefits pursuant to, any Award

would violate any applicable provision of securities laws or the listing requirements of any national securities exchange or

national market system on which any of the Company’s equity securities are listed, then the Committee may postpone any such

exercise, non-forfeitability or delivery to comply with all such provisions at the earliest practicable date.

14.6. Clawback. Notwithstanding anything in the Plan or in any Award Agreement to the contrary, the Company will be

entitled to the extent permitted or required by applicable law, including, without limitation, the Dodd-Frank Wall Street Reform

and Consumer Protection Act and the requirements of any exchange on which the Company's shares are listed for trading, any

Company policy, or to comport with good corporate governance practices, in each case, as in effect from time to time to recoup

compensation of whatever kind paid by the Company at any time to a Grantee under this Plan.

14.7. Deferrals of Payment. The Committee may in its discretion permit a Grantee to defer the receipt of payment of cash or

delivery of Shares that would otherwise be due to the Grantee by virtue of the exercise of a right or the satisfaction of vesting or

other conditions with respect to an Award; provided, however, that such discretion shall not apply in the case of a Stock Option

or Stock Appreciation Right that is intended to satisfy the requirements of Treasury Regulations Section 1.409A-1(b)(5)(i)(A)

or (B). If any such deferral is to be permitted by the Committee, the Committee shall establish rules and procedures relating to

such deferral in a manner intended to comply with the requirements of Section 409A of the Code, including, without limitation,

the time when an election to defer may be made, the time period of the deferral and the events that would result in payment of

the deferred amount, the interest or other earnings attributable to the deferral and the method of funding, if any, attributable to

the deferred amount.

14.8. Section 409A. To the extent applicable and notwithstanding any other provision of the Plan, the Plan and Award

Agreements hereunder shall be administered, operated and interpreted in accordance with Code Section 409A, including,

without limitation, any regulations or other guidance that may be issued after the date on which the Board approves the Plan;

provided, however, in the event that the Committee determines that any amounts payable hereunder may be taxable to a Grantee

under Code Section 409A prior to the payment and/or delivery to such Grantee of such amount, the Company may (a) adopt

such amendments to the Plan and related Award, and appropriate policies and procedures, including amendments and policies

with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the

benefits provided by the Plan and Awards hereunder, and/or (b) take such other actions as the Committee determines necessary

or appropriate to comply with or exempt the Plan and/or Awards from the requirements of Code Section 409A, including

Department of Treasury guidance and other interpretive materials as may be issued after the date on which the Board approves

the Plan. The Company and its Subsidiaries make no guarantees to any Person regarding the tax treatment of Awards or

payments made under the Plan, and, notwithstanding the above provisions and any agreement or understanding to the contrary,

if any Award, payments or other amounts due to a Grantee (or the Grantee’s Beneficiaries, as applicable) results in, or causes in

any manner, the application of any adverse tax consequence under Code Section 409A or otherwise to be imposed, then the

Grantee (or the Grantee’s Beneficiaries, as applicable) shall be solely liable for the payment of, and the Company and its

Subsidiaries shall have no obligation or liability to pay or reimburse (either directly or otherwise) the Grantee (or the Grantee’s

Beneficiaries, as applicable) for, any such adverse tax consequences. If any Deferred Compensation Award is payable to a

“specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)), then such payment, to the extent

payable due to the Grantee’s Termination of Service and not otherwise exempt from Code Section 409A, shall not be paid

before the date that is six (6) months after the date of such Termination of Service (or, if earlier, such Grantee’s death).

14.9. Mitigation of Excise Tax. If any payment or right accruing to a Grantee under the Plan (without the application of this

Section 14.9), either alone or together with other payments or rights accruing to the Grantee from the Company or a Subsidiary,

would constitute a “parachute payment” (as defined in Code Section 280G), such payment or right shall be reduced to the

largest amount or greatest right that will result in no portion of the amount payable or right accruing under the Plan being

subject to an excise tax under Code Section 4999 or being disallowed as a deduction under Code Section 280G. The

determination of whether any reduction in the rights or payments under the Plan is to apply shall be made by the Committee in

good faith after consultation with the Grantee, and such determination shall be conclusive and binding on the Grantee. The

Grantee shall cooperate in good faith with the Committee in making such determination and providing the necessary

information for this purpose. The foregoing provisions of this Section 14.9 shall apply with respect to any Person only if, after

reduction for any applicable federal excise tax imposed by Code Section 4999 and federal income tax imposed by the Code, the

total payments accruing to such Person would be less than the amount of the total payments as reduced, if applicable, under the

foregoing provisions of the Plan and after reduction for only federal income taxes. Notwithstanding the foregoing, in the event

a Grantee is a party to a Services Agreement with the Company or a Subsidiary that provides for more favorable treatment for

the Grantee regarding Code Section 280G, including, but not limited to, the right to receive a gross-up payment for the excise

tax under Code Section 4999, such agreement shall be controlling.

14.10. No Rights as a Shareholder. No Grantee shall have any rights as a shareholder of the Company with respect to the

Shares (except as provided in Section 6.7 with respect to Restricted Stock Awards) that may be deliverable upon exercise or

payment of such Award until such Shares have been delivered to such Grantee.

14.11. Awards Not Taken into Account for Other Benefits. Awards shall be special incentive payments to the Grantee and

shall not be taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining

any pension, retirement, death or other benefit under (a) any pension, retirement, profit-sharing, bonus, insurance or other

employee benefit plan of the Company or a Subsidiary, except as such plan shall otherwise expressly provide, or (b) any

Services Agreement between the Company or a Subsidiary and the Grantee, except as such agreement shall otherwise expressly

provide.

14.12. Services Agreement Supersedes Award Agreement. In the event a Grantee is a party to a Services Agreement with the

Company or a Subsidiary that provides for vesting or extended exercisability of equity compensation Awards on terms more

favorable to the Grantee than the Grantee’s Award Agreement or this Plan, the Services Agreement shall be controlling;

provided that (a) if the Grantee is a Section 16 Person, any terms in the Services Agreement requiring Compensation

Committee of the Board, Board or shareholder approval in order for an exemption from Section 16(b) of the Exchange Act to

be available shall have been approved by the Compensation Committee of the Board, the Board or the shareholders, as

applicable, and (b) the Services Agreement shall not be controlling to the extent the Grantee and the Company or Subsidiary

agree it shall not be controlling, and (c) a Services Agreement or modification to a Services Agreement shall be deemed to

modify the terms of any pre-existing Award only if the terms of the Services Agreement expressly so provide.

14.13. Non-Exclusivity of Plan. The adoption of the Plan by the Board or its submission to the shareholders of the Company

for approval shall not be construed as creating any limitations on the power of the Board to adopt such other compensatory

arrangements for employees as it may deem desirable.

14.14. No Trust or Fund Created. The Plan or any Award shall not create or be construed to create a trust or separate fund of

any kind or a fiduciary relationship between the Company or any Subsidiary and a Grantee or any other Person. To the extent

that any Person acquires a right to receive payments from the Company or any Subsidiary pursuant to an Award, such right

shall be no greater than the right of any unsecured general creditor of the Company or any Subsidiary.

14.15. No Right to Continued Employment or Awards. No Eligible Person shall have the right to be selected to receive an

Award under this Plan or, having been so selected, to be selected to receive a future Award. The grant of an Award shall not be

construed as giving a Grantee the right to be retained in the employ or as a service provider of the Company or any Subsidiary

or to be retained as a director of the Company or any Subsidiary. Further, the Company or a Subsidiary may at any time

terminate the employment or services of a Grantee free from any liability, or any claim under the Plan, unless otherwise

expressly provided in the Plan or in any Award Agreement.

14.16. Military Service. Awards shall be administered in accordance with Code Section 414(u) and the Uniformed Services

Employment and Reemployment Rights Act of 1994.

14.17. Construction. The following rules of construction will apply to the Plan: (a) the word “or” is disjunctive but not

necessarily exclusive and (b) words in the singular include the plural, words in the plural include the singular, and words in the

neuter gender include the masculine and feminine genders and words in the masculine or feminine genders include the neuter

gender. The headings of sections and subsections are included solely for convenience of reference, and if there is any conflict

between such headings and the text of this Plan, the text shall control.

14.18. No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the

Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional

Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

14.19. Plan Document Controls. This Plan and each Award Agreement constitute the entire agreement with respect to the

subject matter hereof and thereof; provided, however, that in the event of any inconsistency between the Plan and such Award

Agreement, the terms and conditions of the Plan shall control.

14.20. Compensation Limitations. Notwithstanding anything in the Plan to the contrary, (a) no payment or benefit hereunder

will be provided to a Grantee if any such payment or benefit would violate any applicable Compensation Limitations and (b)

the Board or Committee (as applicable in accordance with Section 11) may amend the Plan or an Award Agreement at any

time, without the consent of the Grantee, to the extent it determines necessary to comply with any applicable Compensation

Limitations.