ASSOCIATED BANC-CORP

Directors are responsible for overseeing Associated’s business consistent with their fiduciary duty to shareholders. This

significant responsibility requires highly skilled individuals with a variety of qualities, attributes and professional experience.

The Board believes that there are certain general requirements for service on Associated’s Board of Directors that are applicable

to all directors, and other skills and experience that should be represented on the Board as a whole but not necessarily by every

director. The Board and the Corporate Governance and Social Responsibility Committee consider the qualifications of directors

and director candidates individually and in the broader context of the Board’s overall composition and Associated’s current and

future needs.

In its assessment of each nominee for director, including those recommended by shareholders, the Corporate Governance and

Social Responsibility Committee considers the nominee’s judgment, integrity, experience, independence, understanding of

Associated’s business or other related industries and such other factors that the Corporate Governance and Social Responsibility

Committee determines are pertinent in light of the current needs of the Board. The Corporate Governance and Social

Responsibility Committee also takes into account the ability of a director to devote the time and effort necessary to fulfill his or

her responsibilities to Associated.

The Board and the Corporate Governance and Social Responsibility Committee require that each director be a person of high

integrity with a proven record of success in his or her field. Each director must demonstrate innovative thinking, familiarity

with and respect for corporate governance requirements and practices, an appreciation of individuals from different

backgrounds and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications

required of all directors, the Board conducts interviews of potential director candidates to assess intangible qualities including

the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

The Board believes that the combination of qualifications, skills and experiences of each of the director nominees will

contribute to an effective and well-functioning Board. The Board and the Corporate Governance and Social Responsibility

Committee believe that, individually and as a whole Board, the directors possess the necessary qualifications to provide

effective oversight of the business and quality advice and counsel to Associated’s management.