EXHIBIT (10)(L) CONSULTING AGREEMENT

EXHIBIT (10)(L)

THIS AGREEMENT is made and entered into as of this 29th day of October, 2004, by and between ASSOCIATED BANK, a Wisconsin chartered bank (the “Bank”), and XXXX X. XXXXX, an individual (“Xx. Xxxxx”).

RECITALS

A. The Bank and Xx. Xxxxx have terminated their employer/employee relationship pursuant to the Termination Agreement between the Bank and Xx. Xxxxx dated as of the date hereof.

B. The Bank and Xx. Xxxxx acknowledges that Xx. Xxxxx (1) has been an executive level employee of First Federal and (2) has extensive experience and knowledge of the Business.

C. The Bank desires to retain Xx. Xxxxx to perform personal services in the capacity of an independent contractor and Xx. Xxxxx desires to be so retained pursuant to the terms and conditions set forth herein. Xx. Xxxxx acknowledges that, during the term of this Agreement, he owes the Bank a duty of loyalty. Xx. Xxxxx further acknowledges that entry into this Agreement is a condition of Associated Banc-Corp. entering into the Selling Shareholders Noncompete Agreement.

D. The Bank and Xx. Xxxxx desire to reduce their agreement concerning the terms and conditions of such personal services to written form.

AGREEMENTS

NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Consulting Services. Xx. Xxxxx agrees to perform for the Bank, during the Consulting Period (as hereinafter defined), the services described in Exhibit A attached hereto (the “Services”). In connection therewith:

(a) Xx. Xxxxx will perform the Services as the Bank’s Board of Directors or Chief Executive Officer/President shall assign to him from time to time.

(b) Xx. Xxxxx will devote such reasonable time, energy and effort as required to perform the services set forth on Exhibit A in a satisfactory and timely manner. Xx. Xxxxx has no obligation to perform services exclusively for the Bank, or to work any particular hours or days or any particular number of hours per day performing services for the Bank. Such services may be performed remotely as appropriate.

(c) All services performed by Xx. Xxxxx pursuant to this Agreement will be of the highest quality and performed to the Bank’s reasonable satisfaction. Xx. Xxxxx warrants that he has the expertise, qualifications and capabilities to perform the services described on Schedule A. In the performance of such services, Xx. Xxxxx shall have the ability to control and direct the details of Xx. Xxxxx’x work and the Bank shall be interested only in the results obtained by such services, including the quality of the services provided.

(d) Xx. Xxxxx will perform his services pursuant to this Agreement to the best of his ability and shall cooperate fully with the Bank in performing such services.

2. Consulting Fee. In consideration of and contingent on the services to be performed by Xx. Xxxxx during the Consulting Period pursuant to section 1 hereof and Xx. Xxxxx’x compliance with the other provisions of this Agreement, the Bank will pay Xx. Xxxxx a monthly consulting fee of $16,668, commencing on November 30, 2004 and on the last day of each month thereafter (the “Consulting Fee”).

3. Term.

(a) The term of this Agreement pursuant to which Xx. Xxxxx will provide services to the Bank hereunder (the “Consulting Period”) will be for a period of two years commencing on the date hereof, unless earlier terminated as follows:

(i) The Consulting Period will terminate upon the written agreement of the parties;

(ii) The Consulting Period will terminate upon the death or permanent disability of Xx. Xxxxx. The term “permanent disability” of Xx. Xxxxx shall mean mental or physical illness, disability or incapacity which renders Xx. Xxxxx unable to effectively perform his duties hereunder for 90 consecutive days.

(iii) The Bank may terminate the Consulting Period for “cause” at any time upon written notice to Xx. Xxxxx stating the facts constituting such “cause.” For purposes of this section 3, the term “cause” means:

	•	the diversion or attempted diversion by Xx. Xxxxx of business from the Bank for Xx. Xxxxx’x personal gain or benefit;

	•	the commission by Xx. Xxxxx of an act of dishonesty or moral turpitude involving the Bank;

	•	gross incompetence by Xx. Xxxxx in the performance of his duties hereunder;

	•	gross negligence by Xx. Xxxxx involving the Bank;

	•	habitual use by Xx. Xxxxx of alcohol or narcotics;

	•	commission by Xx. Xxxxx of a felony or serious misdemeanor offense or pleading guilty or nolo contendere to same which results in demonstrable material injury to the Bank;

	•	willful misconduct by Xx. Xxxxx as determined in good faith by the Board of Directors of the Bank which results in a demonstrably material injury to the Bank;

	•	the willful and persistent failure of Xx. Xxxxx to follow a specific directive of the Board of Directors or an officer of the Bank;

	•	a material breach by Xx. Xxxxx of any provision of this Agreement, including without limitation any provision of section 4 hereof provided such failure or noncompliance is not remedied by Xx. Xxxxx within 30 days following written notice to Xx. Xxxxx from the Bank specifying in reasonable detail the nature of such failure or noncompliance; or

•

a breach by Xx. Xxxxx of any provision of the Selling Shareholders Noncompete Agreement attached hereto as Exhibit B or the Separation Agreement and General Release attached hereto as Exhibit C.

(c) Upon the termination of the Consulting Period pursuant to section 3(a)(ii), the Bank shall continue to pay the Consulting Fee to Xx. Xxxxx (or the estate of Xx. Xxxxx in the event of death) through the term of this Agreement. The Bank may prepay such payments without penalty. The Bank shall not be obligated to make any further payments to Xx. Xxxxx.

(d) Upon the termination of the Consulting Period for any reason other than those described in (c) above, the Bank will pay to Xx. Xxxxx the full amount of any unpaid compensation earned by Xx. Xxxxx pursuant to section 2 of this Agreement through and including the termination date (and prorated as appropriate), and the Bank shall not be obligated to make any further payments to Xx. Xxxxx.

(e) Xx. Xxxxx’x obligations set forth in sections 4 through 11 hereof shall survive the termination of the Consulting Period.

4. Unauthorized Disclosure: Inventions and Improvement.

(a) Xx. Xxxxx will not disclose to any person or entity, other than employees of the Bank or other persons to whom disclosure is reasonably necessary or appropriate in connection with the performance by Xx. Xxxxx of his duties hereunder, any confidential or proprietary information of the Bank obtained by Xx. Xxxxx during the Consulting Period.

(b) Xx. Xxxxx will disclose to the Bank and upon the Bank’s request, assign to it, without charge, all of Xx. Xxxxx’x right, title and interest, if any, in and to any and all ideas, inventions, discoveries and improvements pertaining in any manner to the business which Xx. Xxxxx may make or conceive, solely or jointly with others, during the Consulting Period (collectively, the “New Developments”). Upon request by the Bank, whether during or subsequent to the Consulting Period, Xx. Xxxxx will do any and all acts and execute and deliver such documents as may be deemed by the Bank or its counsel to be necessary or advisable to vest in the Bank all of Xx. Xxxxx’x right, title and interest in and to such New Developments and to apply and obtain domestic or foreign patents, provided that the expenses incurred in connection with the foregoing shall be borne by the Bank. If services in connection therewith are performed at the Bank’s request after the Consulting Period, the Bank will pay

Xx. Xxxxx reasonable compensation for such services. The term “New Developments” shall not include any ideas, inventions and discoveries which Xx. Xxxxx makes at his expense when not fulfilling his duties to the Bank hereunder and which are not related in any way to the Business.

5. Common Law or Torts or Trade Secrets. Nothing in this Agreement shall be construed to limit or negate the common law of torts or trade secrets where such common law provides the Bank with broader protection than the protection provided by this Agreement.

6. Expense Reimbursement. The Bank will reimburse Xx. Xxxxx for his out-of-pocket expenses reasonably incurred in connection with the performance of Xx. Xxxxx’x duties hereunder, subject to approval by the Bank.

7. Independent Contractor. Xx. Xxxxx shall at all times be an independent contractor, and Xx. Xxxxx will be responsible for all employment and income taxes on his compensation hereunder. Neither party will assert that an employment relationship exists or take any action inconsistent with the independent contractor status of Xx. Xxxxx. Xx. Xxxxx shall have no authority to bind the Bank to any agreement, except to the extent such authority is expressly conferred upon him by the Bank in writing (exclusive of this Agreement) and Xx. Xxxxx will not take any action inconsistent with the provisions of this Section.

8. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect or impair the validity or enforceability of any other provision and this Agreement shall be construed as if such invalid or unenforceable provision were not contained herein. Notwithstanding the preceding sentence, if any court of competent jurisdiction shall determine that any geographic or time restraint provided in this Agreement is too broad as to the area or time covered, such restraint may be reduced to whatever extent the court deems reasonable and such restraint may be enforced as reduced.

9. Notice. All notices under this Agreement shall be in writing and any notice shall be considered to be given and received in all respects on the day it is personally delivered or deposited in the United States mail, first class, postage prepaid, addressed as follows or to such other address as may be designated by one party to the other by notice duly given:


		If to the Bank:		Associated Banc-Corp
				Attn: Xxxxx X. Xxxxxxx, Chief
				Administrative Officer, General Counsel
				and Corporate Secretary
				0000 Xxxxxx Xxxx


				Xxxxx Xxx, XX 00000
				Telecopier: (000) 000-0000

		with a copy to:		Xxxxxxxx Xxxxxxx Van Deuren s.c.
				Attn: Xxxxxxx X. Xxxxxx, Esq.
				0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
				Xxxxxxxxx, XX 00000
				Telecopier: (000) 000-0000

		If to Xx. Xxxxx:		Xx. Xxxx Xxxxx
				X0000 Xxxxxxxxx Xxxxx
				Xxxxxxxx, XX 00000

10. Waiver. A waiver by a party of any breach by the other party of any provision of this Agreement shall not be deemed to be a waiver by such first party of any subsequent breach.

11. Assignment. This Agreement may not be assigned by the Bank without the written consent of Xx. Xxxxx, except that if the Bank shall merge or consolidate with or into, or transfer substantially all of the business or the assets thereof to another corporation or other form of business or other entity, this Agreement may be assigned to such a successor and it shall be binding upon and inure to its benefit. Xx. Xxxxx may not assign, pledge or encumber this Agreement or any interest herein.

12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, the Bank’s successors and permitted assigns and Xx. Xxxxx’x heirs and legal representatives.

13. Amendment. This Agreement may be amended only by a written instrument executed by the parties hereto or their respective successors, assigns, heirs or legal representatives, as applicable.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin.

[Signature Page to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.


ASSOCIATED BANK

BY		/s/ Xxxx X. Xxxxxxxx

	Its


/s/ Xxxx X. Xxxxx

XXXX X. XXXXX

Schedule A
Description of Services to Be Rendered

Xxxx Xxxxx – President and Chief Executive Officer


§	Assist in the management of all aspects of the merger to ensure maximum profits commensurate with the best interest of customers, shareholders, employees and the public


§	Assist in the transition of leadership and to provide continued leadership in achieving overall objectives to ensure maximum return on assets and return on equity


§	Assist and provide leadership in the overall integration of the companies


§	Assist in Shareholder relations


§	Assist in Community relations


§	Assist and provide leadership in customer retention and transition


§	Assist in communication with industry trade groups


§	Provide guidance and objectivity in areas of organizational restructuring, change management, and matters affecting the organization

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EXHIBIT (10)(L) CONSULTING AGREEMENT

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