Associated Banc-Corp 2017 Incentive Compensation Plan At the 2017 Annual Meeting of Shareholders (the “Annual Meeting”) of Associated Banc-Corp (the “Company”) held on April 25, 2017, the Company’s shareholders approved the Associated Banc-Corp 2017 Incentive Compensation Plan (the “2017 Plan”). The 2017 Plan provides for the following types of awards to the Company’s executive officers, employees, consultants and non-employee directors: · options (non-qualified and incentive stock options); · stock appreciation rights; · restricted stock; · restricted stock units; · deferred stock; · performance units; · annual incentive awards; and · shares. Under the 2017 Plan, the maximum number of shares that may be issued is 13,839,123 shares of common stock, which includes shares of Common Stock that remain available under the Company’s predecessor plans. The foregoing description of the 2017 Plan is qualified in its entirety by reference to the 2017 Plan attached as Appendix A to the Proxy Statement on Schedule 14A filed March 16, 2017 in connection with the Annual Meeting, which is incorporated herein by reference. Appointment of New Principal Accounting Officer On April 25, 2017, the Board of Directors of the Company appointed Tammy C. Stadler, Executive Vice President, Corporate Controller of the Company, as Principal Accounting Officer of the Company. Ms. Stadler, age 51, has been Executive Vice President, Corporate Controller of the Company and Associated Bank since September 2013. Ms. Stadler joined the Company in April 1996 and previously served as Executive Vice President and Corporate Tax Director. From 1992 to 1996, she served as Assistant Treasurer and Taxes for Air Wisconsin Airlines Corporation. From 1990 to 1992 she served as Senior Tax Manager for Fort Howard Paper Corporation. From 1987 to 1990, she held various positions at the accounting firms of Pricewaterhouse Coopers LLP and Deloitte & Touche LLP. Since January 1, 2016, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Ms. Stadler had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K. Christopher J. Del Moral-Niles, the Company’s current Principal Accounting Officer, will continue to serve as the Company’s Executive Vice President, Chief Financial Officer. For Securities and Exchange Commission reporting purposes, the Board has designated Mr. Niles as the principal financial officer and Ms. Stadler as the principal accounting officer. | 