0001193125-12-027377 Sample Contracts

Associated Banc-Corp Cover Page to Restricted Stock Agreement (The Restricted Stock Agreement is attached hereto)
Restricted Stock Agreement • January 27th, 2012 • Associated Banc-Corp • State commercial banks • Wisconsin

Pursuant and subject to the Associated Banc-Corp 2010 Incentive Compensation Plan (the “Plan”) and the attached Restricted Stock Agreement, the Committee has awarded the Grantee named below shares of restricted Common Stock of Associated Banc-Corp (“Restricted Shares”) as follows:

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Associated Banc-Corp Cover Page to Restricted Stock Unit Agreement (The Restricted Stock Unit Agreement is attached hereto)
Restricted Stock Unit Agreement • January 27th, 2012 • Associated Banc-Corp • State commercial banks • Wisconsin

Pursuant and subject to the Associated Banc-Corp 2010 Incentive Compensation Plan (the “Plan”) and the attached Restricted Stock Unit Agreement, the Committee has awarded the Grantee named below restricted stock units (“RSUs”) as follows:

Associated Banc-Corp Cover Page to Non-Qualified Stock Option Agreement (The Non-Qualified Stock Option Agreement is attached hereto)
Non-Qualified Stock Option Grant Agreement • January 27th, 2012 • Associated Banc-Corp • State commercial banks • Wisconsin

Pursuant and subject to the Associated Banc-Corp 2010 Incentive Compensation Plan (the “Plan”) and the attached Non-Qualified Stock Option Agreement, the Committee has awarded the Grantee named below an option (the “Option”) to purchase shares of Common Stock of Associated Banc-Corp (“Shares”) as follows:

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