0000950152-09-001822 Sample Contracts

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 26th, 2009 • Associated Banc-Corp • State commercial banks

WHEREAS, the Board of Directors of the Company (the “Board”), desiring (i) to associate more closely the interests of certain key employees with those of the company’s stockholders by encouraging stock ownership, (ii) to provide long-term incentives and rewards to those key employees of the Company and its affiliated units who are in a position to contribute to the long-term success and growth of the Company, and (iii) to assist the Company in retaining and attracting key employees with requisite experience and ability, have adopted the Associated Banc-Corp 2003 Long-Term Incentive Stock Plan (the “Plan”),

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NON QUALIFIED STOCK OPTION AGREEMENT
Non Qualified Stock Option Agreement • February 26th, 2009 • Associated Banc-Corp • State commercial banks

Option granted the day of , by Associated Banc-Corp, a Wisconsin corporation (hereinafter called the “Company”), to (hereinafter called the “Optionee”).

Contract
Performance Shares Grant Agreement • February 26th, 2009 • Associated Banc-Corp • State commercial banks • Wisconsin

This PERFORMANCE SHARES GRANT AGREEMENT (this “Agreement”) is effective as of the day of , by and between Associated Banc-Corp on behalf of its affiliates and subsidiaries (collectively referred to as the “Company”) and (“Employee’’).

Associated Banc-Corp
Restricted Stock Grant Agreement • February 26th, 2009 • Associated Banc-Corp • State commercial banks • Wisconsin

This RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is effective as of the day of , , by and between Associated Banc-Corp on behalf of its affiliates and subsidiaries (collectively referred to as the “Company”) and (“Employee”).

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