ASSOCIATED BANC-CORP

The Committee believes that a sizable portion of executive total pay should be represented by, and tied directly to, the

performance of the Company so that the interests of the ELT members and the shareholders are closely aligned. The Committee

has also designed our long-term incentive plan so that the performance of Associated’s stock has a strong correlation to the

actual total compensation an ELT member receives over time.

To achieve these goals, the Committee developed Associated’s Long-Term Incentive Performance Plan ("LTIPP") to award

equity that includes two key long-term elements: 1) 75% of the award is issued in the form of performance-based restricted

stock units (“PRSUs”) and 2) 25% of the award is issued in the form of time-based restricted stock units (“RSUs”). The

Committee believes the weighting between PRSUs and RSUs allows us to focus on performance results while managing

retention.

Individual target grant amounts are awarded annually, typically in January. Only infrequently and in exceptional circumstances

will the Committee consider one-time awards for what could be achieved through annual performance compensation. The value

of the PRSUs and RSUs awarded to an NEO is determined by dividing the value of the award by the closing market price of a

share of Associated's Common Stock on the grant date. The LTIPP award amount is calculated as a percent of base salary and

listed in the table below.