ASSOCIATED BANC-CORP

Under Section 162(m), we may be limited as to federal income tax deductions to the extent that total annual compensation in

excess of $1 million is paid to a “covered employee” (as defined in Section 162(m)). “Covered employee” means any individual

serving as Associated’s Chief Executive Officer or Chief Financial Officer and any one of Associated’s other three highest-paid

executive officers during any taxable year whose compensation is required to be reported in Associated’s annual proxy

statement (regardless of whether the individual serves as an executive officer as of the end of the year). Further, for each

executive officer whose compensation was or is subject to this deduction limitation in a tax year beginning after December 31,

2016, that individual’s compensation will generally remain subject to the annual deductibility limitation of Section 162(m) for

all future years even after termination of employment or death.

Section 280G of the Code

Under certain circumstances, accelerated vesting, exercise or payment of awards under the 2025 Plan in connection with a

“change in control” of Associated might be deemed an “excess parachute payment” for purposes of the golden parachute

payment provisions of Section 280G of the Code. To the extent that it is so considered, the participant holding the award would

be subject to an excise tax equal to 20% of the amount of the excess parachute payment, and Associated would be denied a tax

deduction for the amount of the excess parachute payment. However, the 2025 Plan provides for an automatic reduction of a

participant’s awards to the extent that an award would result in any excess parachute payment that would trigger such an excise

tax and such reduction would allow the participant to receive a greater after-tax value, unless the participant is party to a written

agreement with Associated that provides for other treatment with respect to such excess parachute payments.