<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ASSOCIATED BANC-CORP
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[ASSOCIATED BANC-CORP LOGO]
March 22, 1996
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Associated Banc-Corp scheduled for 11:00 a.m. on Wednesday, April 24, 1996, at
the Regency Conference Center, Green Bay, Wisconsin.
The matters expected to be acted upon at the meeting are described in detail in
the attached Notice of Annual Meeting and Proxy Statement.
Your Board of Directors and management look forward to personally greeting those
shareholders who are able to attend.
Please be sure to sign and return the enclosed proxy card whether or not you
plan to attend the meeting so that your shares will be voted. If you do attend
the meeting, there will be an opportunity to revoke your proxy and to vote in
person if you prefer. The Board of Directors joins me in hoping that you will
attend.
Sincerely,
[H.B. CONLON SIGNATURE]
H. B. Conlon
Chairman, President and Chief Executive Officer
112 North Adams St. P.O. Box 13307 Green Bay, WI 54307-3307 414-433-3166 Fax
414-433-3261
<PAGE>
ASSOCIATED BANC-CORP
112 North Adams Street
Green Bay, Wisconsin 54301
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 1996
To the Holders of Common Stock of Associated Banc-Corp:
The Annual Meeting of Shareholders of Associated Banc-Corp will be held at the
Regency Conference Center, 333 Main Street, Green Bay, Wisconsin, on Wednesday,
April 24, 1996, at 11:00 a.m. for the purpose of considering and voting on:
1. The election of three directors. Management's nominees are named in the
accompanying Proxy Statement.
2. The ratification of the selection of KPMG Peat Marwick LLP as independent
auditors for Associated for the year ending December 31, 1996.
3. Such other business as may properly come before the meeting and all
adjournments thereof.
The Board of Directors has fixed March 1, 1996, as the record date for
determining the shareholders of Associated entitled to notice of and to vote at
the meeting, and only holders of Common Stock of Associated of record at the
close of business on such date will be entitled to notice of and to vote at such
meeting and all adjournments.
[LOGO]
Brian R. Bodager
General Counsel & Corporate Secretary
Green Bay, Wisconsin
March 22, 1996
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN, AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES
MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY, REGARDLESS OF THE
NUMBER OF SHARES YOU HOLD, WILL AID ASSOCIATED IN REDUCING THE EXPENSE OF
ADDITIONAL PROXY SOLICITATION. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR
RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING.
<PAGE>
ASSOCIATED BANC-CORP
112 North Adams Street
Green Bay, Wisconsin 54301
----------------
PROXY STATEMENT
ANNUAL MEETING - APRIL 24, 1996
INFORMATION REGARDING PROXIES
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Associated Banc-Corp, hereinafter called
"Associated," to be voted at the Annual Meeting of Shareholders on Wednesday,
April 24, 1996, and at any and all adjournments thereof.
Solicitation of proxies by mail is expected to commence on March 22, 1996, and
the cost thereof will be borne by Associated. In addition to such solicitation
by mail, some of the directors, officers, and regular employees of Associated
may, without extra compensation, solicit proxies by telephone, telegraph, and
personal interview. Arrangements will be made with brokerage houses, custodians,
nominees, and other fiduciaries to send proxy material to their principals, and
they will be reimbursed by Associated for postage and clerical expense in doing
so.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
three (3) judges of election, who are Directors, and will determine whether or
not a quorum is present. The election judges will treat abstentions as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum but as unvoted for purposes of determining the approval of any
matter submitted to shareholders for a vote. If a broker indicates on the proxy
that it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote with respect to that matter.
Shares as to which proxies have been executed will be voted as specified in the
proxies. If no specification is made, the shares will be voted "FOR" the
election of management's nominees as directors and "FOR" the other proposals
listed.
Proxies may be revoked at any time prior to the exercise thereof by filing with
the Secretary of Associated a written revocation or a duly executed proxy
bearing a later date.
The Corporate Secretary of Associated is Brian R. Bodager, 112 North Adams
Street, Green Bay, Wisconsin 54301.
RECORD DATE AND VOTING SECURITIES
The Board of Directors has fixed the close of business on March 1, 1996, as the
record date (the "Record Date") for the determination of shareholders entitled
to notice of, and to vote at, the Annual Meeting. The securities of Associated
entitled to be voted at the meeting consist of shares of its Common Stock, $0.01
par value ("Common Stock") of which 16,851,608 shares were issued and
outstanding at the close of business on the Record Date. Only shareholders of
record at the close of business on the Record Date will be entitled to receive
notice of and to vote at the meeting.
Each share of Common Stock is entitled to one vote on all matters. No other
class of securities will be entitled to vote at the meeting. There are no
cumulative voting rights.
Unless otherwise directed, all proxies will be voted FOR the election of each of
the individuals nominated to serve as a Class A Director. The three nominees
receiving the largest number of affirmative votes cast at the Annual Meeting
will be elected as directors.
SHAREHOLDER PROPOSALS
Any shareholder desiring to include any proposal in Associated's proxy
soliciting material for the next regularly scheduled Annual Meeting of
Shareholders must submit their proposal, in writing, at Associated's executive
offices not later than November 22, 1996. Any such proposal must comply with
Rule 14a-8 of Regulation 14A of the proxy rules of the Securities and Exchange
Commission.
1
<PAGE>
PRINCIPAL HOLDERS OF COMMON STOCK
As of March 1, 1996, the trust departments of four wholly-owned subsidiaries
were, in a fiduciary capacity, the beneficial owners of 1,977,078 shares of
Common Stock, constituting 11.73% of Associated's outstanding shares entitled to
vote. Such ownership is in the capacity of fiduciaries with voting and/or
investment power. As a result thereof, Associated may be deemed to indirectly
beneficially own such shares. No other person is known to Associated to own
beneficially more than 5% of the outstanding shares entitled to vote. The
information set forth below is reflective of the foregoing.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
TITLE OF OF BENEFICIAL PERCENT
NAME AND ADDRESS CLASS OWNERSHIP (1)(2)(3) OF CLASS
- ----------------------------------------- --------- ------------------- ----------
<S> <C> <C> <C>
Associated Bank Green Bay, N.A. Common 1,156,806 6.86%
200 North Adams Street
Green Bay, Wisconsin 54301
Associated Bank, N.A. Common 590,662 3.51%
100 West Wisconsin Avenue
Neenah, Wisconsin 54956
Associated Bank Lakeshore, N.A. Common 208,028 1.23%
1000 Franklin Street
Manitowoc, Wisconsin 54220
Associated Trust Company, Inc. Common 21,582 *
515 West Wells Street
Milwaukee, Wisconsin 53202
1,977,078 11.73%
---------- -----
---------- -----
* Denotes percentage is less than 1%.
</TABLE>
- ------------------
(1) Shares are deemed to be "beneficially owned" by a person if such person,
directly or indirectly, has or shares (i) the voting power thereof,
including the power to vote or to direct the voting of such shares, or (ii)
the investment power with respect thereto, including the power to dispose or
direct the disposition of such shares. In addition, a person is deemed to
beneficially own any shares which such person has the right to acquire
beneficial ownership of within 60 days.
(2) In the capacity of fiduciaries, the trust departments exercise voting power
where authority has been granted. In other instances, the trust departments
solicit voting preferences from the beneficiaries. In the event responses
are not received as to voting preferences, the shares will not be voted in
favor of or against the proposals.
(3) In the capacity of fiduciaries, included are 1,092,121 shares with sole
voting power; 23,275 shares with shared voting power; 1,738,860 shares with
sole investment power; and 238,218 shares with shared investment power.
CORPORATE ANNUAL REPORT
The 1995 Corporate Report of Associated, which includes condensed consolidated
financial statements for the years ended December 31, 1995, 1994, and 1993, has
been mailed concurrently with this proxy statement to shareholders as of the
Record Date. The 1995 Corporate Report and the 1995 Form 10-K Annual Report do
not constitute a part of the proxy material.
2
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors has the responsibility for establishing broad corporate
policies and for the overall performance of Associated, although it is not
involved in day-to-day operating details. Members of the Board are kept informed
of Associated's business by various reports and documents sent to them on a
regular basis, including operating and financial reports made at Board and
Committee meetings by the Chairman and other officers.
Pursuant to the Articles of Incorporation of Associated, the Board of Directors
is classified into three classes, as nearly equal in size as possible, with each
class of directors serving staggered three-year terms, designated as Class A,
Class B, and Class C. Three directors in Class A, Messrs. Holbrook, Hutchinson,
and Janz, all of whom are members of the present Board of Directors, are to be
elected at the Annual Meeting. The Class A directors will serve for a term of
three years to expire in April 1999. Mr. Lawson, a current Class A director
whose term is scheduled to expire, has advised the Board that he will retire
effective as of the date of the 1996 Annual Meeting of Shareholders.
Associated's Bylaws require that a director retire as of the first Annual
Meeting subsequent to the director's 65th birthday. Mr. Feitler, a Class C
director, became subject to this requirement in 1996. Associated's Bylaws
provide, however, that a retiring director's term may be extended for one-year
terms by a two-thirds vote of the Board in circumstances which would be of
significant benefit to Associated. At its January 24, 1996, Board meeting,
Associated's Board voted unanimously to extend Mr. Feitler's term for a one-year
term. The five remaining directors will continue to serve until their terms have
expired or until their successors have been elected.
The three nominees have consented to serve, if elected, and at the date of this
Proxy Statement, Associated has no reason to believe that any of the named
nominees will be unable to act. Correspondence may be directed to nominees at
Associated's executive offices. Unless otherwise directed, the persons named as
proxies intend to vote in favor of the election of the three nominees.
The information presented below as to principal occupation and shares of Common
Stock beneficially owned as of February 29, 1996, is based in part on
information received from the respective persons and in part from the records of
Associated.
NOMINEES FOR ELECTION TO AND MEMBERS OF THE BOARD OF DIRECTORS
NOMINEES FOR CLASS A, THREE-YEAR TERM EXPIRING APRIL 1999
JOHN S. HOLBROOK, JR. has been a director of Associated since May 1992. He is a
partner in the Madison, Wisconsin, office of the Quarles & Brady law firm in
which he has practiced since 1964. Quarles & Brady has performed legal services
for Associated and its respective subsidiaries. From 1990 to 1992, he was a
director of F&M Financial Services Corporation, a bank holding company acquired
by Associated in 1992. Age: 56.
WILLIAM R. HUTCHINSON has been a director of Associated since April 1994. He has
been Vice President, Financial Operations, of Amoco Corporation, Chicago,
Illinois, since October 1993, and has held the positions of Treasurer,
Controller, and Vice President-Mergers, Acquisitions & Negotiations with Amoco
Corporation since 1981. He has been a director of Associated Bank Chicago, an
affiliate of Associated, since 1981. Mr. Hutchinson also serves as a director of
the Smith Barney Mutual Group. Age: 53.
JAMES F. JANZ has been a director of Associated since May 1992. He is a Senior
Vice President of Zilber Ltd., a Milwaukee, Wisconsin, holding company with
subsidiaries engaged in various activities, including real estate development
and management and financial services, and has been so employed since 1969. From
1989 to 1992, he was a director of F&M Financial Services Corporation, a bank
holding company acquired by Associated in 1992. Age: 55.
3
<PAGE>
DIRECTORS CONTINUING IN OFFICE
CLASS B DIRECTORS WITH TERMS EXPIRING APRIL 1997
HARRY B. CONLON has been a director of Associated since 1975. He has served as
Chairman of the Board, President, and Chief Executive Officer of Associated
since 1987 and was President and Chief Executive Officer from 1975 to 1987. Age:
60.
RONALD R. HARDER has been a director of Associated since July 1991. He has been
the President and Chief Executive Officer of Jewelers Mutual Insurance Company,
a mutual insurance company providing insurance coverage nationwide for jewelers
in retail, wholesale, and manufacturing, as well as personal jewelry insurance
coverage for individuals owning jewelry, Neenah, Wisconsin, since 1973. He is a
member of the Board of Directors of Associated Bank, N.A., Neenah, an affiliate
of Associated, and is Chairman of its Trust Committee. Age: 52.
J. DOUGLAS QUICK has been a director of Associated since July 1991. He has been
President and Chief Executive Officer of Lakeside Foods, Inc., a food processor
of primarily canned and frozen vegetables, Manitowoc, Wisconsin, since 1986. He
has been a director of Associated Bank Lakeshore, National Association, an
affiliate of Associated, since 1986. Age: 50.
CLASS C DIRECTORS WITH TERMS EXPIRING APRIL 1998
ROBERT FEITLER has been a director of Associated since October 1988. He has
served as President and a director of WEYCO Group, Inc., a wholesaler and
retailer of men's shoes, Milwaukee, Wisconsin, since 1968. Mr. Feitler has been
a director of Associated Bank Milwaukee, an affiliate of Associated, since 1972.
Age: 65.
ROBERT C. GALLAGHER has been a director and Executive Vice President of
Associated since January 1982. He has served as Chairman, President, and Chief
Executive Officer of Associated Bank Green Bay, National Association, an
affiliate of Associated, since 1985. He has served as President since 1982 and
has been a director since October 1980. Mr. Gallagher also serves as a director
of WPS Resources Corporation. Age: 57.
JOHN C. MENG has been a director of Associated since January 1991 and has been a
director of Associated Bank Green Bay, National Association, an affiliate of
Associated, since January 1988. He has been President, Chief Executive Officer,
and Director of Schreiber Foods, Inc., which markets cheese and bacon products
to the food service industry and retail markets nationally, Green Bay,
Wisconsin, since December 1989. Prior thereto he was President and Chief
Operating Officer of Schreiber Foods, Inc. Age: 51.
4
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
Listed below is information as of February 29, 1996, concerning beneficial
ownership of Common Stock of Associated for each director and Named Executive
Officer, and by directors and executive officers as a group.
<TABLE>
<CAPTION>
PERCENT OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER AMOUNT OF BENEFICIAL OWNERSHIP CLASS
- -------------- ---------------------------------------- ------------------------------ ---------------
<S> <C> <C> <C>
Common Harry B. Conlon 170,082 *
Common Robert Feitler 24,199 *
Common Robert C. Gallagher 151,731 *
Common Ronald R. Harder 1,552 *
Common John S. Holbrook, Jr. 7,735 *
Common William R. Hutchinson 1,187 *
Common James F. Janz 5,634 *
Common William J. Lawson 2,406 *
Common Mark J. McMullen (1) 58,446 *
Common John C. Meng 5,237 *
Common Randall J. Peterson (1) 48,825 *
Common J. Douglas Quick 7,179 *
Common Gordon J. Weber (1) 72,163 *
Common Directors and Executive Officers (2) 726,488 4.31%
* Denotes percentage is less than 1%.
</TABLE>
- ------------------
(1) Executive Officer, non-director.
(2) Includes directors and executive officers as a group (20 individuals).
Share ownership includes shares issuable within 60 days upon exercise of stock
options owned by certain officers.
All shares reported herein are owned with voting and investment power in those
persons whose names are provided herein or by their spouses. Some shares may be
owned in joint tenancy, by a spouse, or in the names of minor children.
BOARD COMMITTEES AND MEETING ATTENDANCE
The Board of Directors held four regular meetings during 1995. Each director
attended 75% or more of the total number of meetings of the Board of Directors
and its committees of which they were members. Average attendance at all Board
and committee meetings was 95% during 1995.
The Audit Committee, which is composed of Messrs. Harder (Chairman), Hutchinson,
Janz, and Lawson, all of whom are outside directors, held three meetings during
1995. The Audit Committee reviews the adequacy of internal accounting controls,
reviews with the independent auditors their plan and results of the audit
engagement, reviews the scope and results of procedures for internal auditing,
and reviews and approves the general nature of audit services by the independent
auditors. This Committee recommends to the Board the appointment of the
independent auditors, subject to ratification by the shareholders at the Annual
Meeting, to serve as Associated's auditors for the following year. Both the
internal auditors and the independent auditors meet periodically with the Audit
Committee and have free access to the Committee at any time.
The Administrative Committee, composed of Messrs. Feitler (Chairman), Holbrook,
and Quick, all of whom are outside directors, held two meetings during 1995. The
Administrative Committee's functions include, among other duties directed by the
Board, administering Associated's stock option plans (and granting options) and
employee fringe benefit programs, reviewing and approving Associated's executive
salary and bonus structure, selecting candidates to fill vacancies on the Board
of Directors, reviewing the structure and composition of the Board, and
considering qualification requisites for continued Board service. This Committee
will also consider candidates recommended in writing by shareholders, if those
candidates demonstrate a serious interest in serving as directors.
DIRECTOR COMPENSATION
Associated compensates each nonemployee director for services by payment of an
annual retainer and meeting fee. For the year ended December 31, 1995, such
annual retainer was $11,000 and a fee of $500 for each Board and/or Committee
meeting attended. Directors who are employees of Associated or its affiliates do
not receive separate compensation for their services as directors.
5
<PAGE>
CERTAIN TRANSACTIONS
Various officers and directors of Associated and its subsidiaries, members of
their families, and the companies or firms with which they are associated were
customers of, and had banking transactions with, one or more of Associated's
subsidiary banks in the ordinary course of each such bank's business during
1995. The percentage of consolidated shareholders' equity represented by loans
made in such transactions was 18.33% at December 31, 1995. Additional
transactions may be expected to take place in the ordinary course of business in
the future. All loans and commitments to loans included in such transactions
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and, in the opinion of the managements of Associated's subsidiary
banks, did not involve more than a normal risk of collectibility or present
other unfavorable features.
EXECUTIVE COMPENSATION
The following table sets forth information concerning all cash compensation paid
or accrued for services rendered in all capacities to Associated and affiliates
for the fiscal years ended December 31, 1995, 1994, and 1993, of those persons
who were, at December 31, 1995, the Chief Executive Officer of Associated and
the other four most highly compensated executive officers of Associated or its
affiliates (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION (1) -------------------
NAME AND ------------------------------------------------- SECURITIES
PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION (2) YEAR SALARY ($) BONUS ($) COMPENSATION ($)(3) OPTIONS/SARS (#)(4) COMPENSATION ($)(5)
- ----------------------- --------- ----------- ----------- ----------------------- ------------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
H. B. Conlon 1995 $ 355,000 $ 130,000 -- 12,500 $ 57,349(6)
Chairman, President & 1994 $ 333,462 $ 125,000 -- 12,500 $ 49,295(7)
CEO
ABC 1993 $ 307,000 $ 115,125 -- 27,500 $ 46,867(8)
R. C. Gallagher 1995 $ 287,000 $ 125,000 -- 10,000 $ 48,944(9)
EVP, ABC and Chairman, 1994 $ 275,000 $ 120,000 -- 10,000 $ 40,184(10)
President & CEO, ABGB 1993 $ 262,500 $ 115,000 -- 22,000 $ 44,074(11)
G. J. Weber 1995 $ 209,807 $ 52,500 -- 7,500 $ 25,616(12)
CEO 1994 $ 200,000 $ 50,000 $ 45,000(13) 7,500 $ 22,859(14)
ABC Southern Region 1993 $ 167,663 $ 50,000 -- 13,750 $ 27,244(15)
R. J. Peterson 1995 $ 176,000 $ 66,000 -- 6,250 $ 23,584(16)
EVP 1994 $ 168,000 $ 63,000 -- 6,250 $ 21,335(17)
ABGB 1993 $ 158,000 $ 47,400 -- 13,750 $ 25,796(18)
M. J. McMullen 1995 $ 163,000 $ 61,125 -- 6,250 $ 19,995(19)
EVP 1994 $ 156,000 $ 58,500 -- 6,250 $ 24,284(20)
ABGB 1993 $ 148,000 $ 44,400 -- 13,750 $ 23,520(21)
</TABLE>
- ------------------
(1) Includes amounts earned and payable during the fiscal year whether or not
receipt of such amounts were deferred at the election of the Named Executive
Officer. All Named Executive Officers are eligible to participate in the
Associated Deferred Compensation Plan. During 1995, Messrs. Conlon and
Gallagher participated in such plan. See "Agreements and Reports."
(2) Included in the table are certain senior officers of affiliates who are not
executive officers of Associated ("ABC") but consult with executive officers
and policymakers of ABC. Associated Bank Green Bay, National Association
("ABGB"), is ABC's largest subsidiary bank, headquartered in Green Bay,
Wisconsin; ABC's Southern Region consists of Associated Bank Milwaukee and
Associated Bank Madison, which are Wisconsin subsidiaries of ABC
headquartered in Milwaukee and Madison, respectively.
6
<PAGE>
(3) Does not include auto allowances and club dues and other personal benefits
paid by Associated on behalf of any Named Executive Officer which may be
deemed personal. The aggregate amount of the foregoing for any Named
Executive Officer does not exceed the lesser of $50,000 or 10% of annual
salary and bonus reported herein.
(4) Option grants reflect a 10% stock dividend in 1993 and a 25% stock dividend
in 1995 as applicable.
(5) Contributions to the Associated Banc-Corp Profit Sharing & Retirement
Savings Plan (including the 401(k) Plan [the "Retirement Plan"]) were made
to the accounts of the Named Executive Officers. Contributions to the
Associated Supplemental Executive Defined Contribution Plan (the
"Contribution Plan") which provides retirement benefits to executives
selected by the Administrative Committee of the Board of Directors of
Associated without regard to the limitations set forth in Section 415 of the
Internal Revenue Code of 1986, as amended (the "Code"), were made to the
accounts of the Named Executive Officers. Contributions calculated as 10% of
the amount of stock purchased made to Associated's Employee Stock Purchase
Plan were made to the accounts of the Named Executive Officers. Life
insurance premiums were paid by Associated for Named Executive Officers.
(6) Includes Retirement Plan contribution of $14,250, Contribution Plan
contribution of $32,678, Employee Stock Purchase Plan contribution of $600,
and life insurance premiums of $9,821.
(7) Includes Retirement Plan contribution of $22,770, Contribution Plan
contribution of $16,842, Employee Stock Purchase Plan contribution of $589,
and life insurance premiums of $9,094.
(8) Includes Retirement Plan contribution of $30,000, Contribution Plan
contribution of $7,173, Employee Stock Purchase Plan contribution of $600,
and life insurance premiums of $9,094.
(9) Includes Retirement Plan contribution of $14,250, Contribution Plan
contribution of $26,550, and life insurance premiums of $8,144.
(10) Includes Retirement Plan contribution of $24,360, Contribution Plan
contribution of $7,680, and life insurance premiums of $8,144.
(11) Includes Retirement Plan contribution of $30,000, Contribution Plan
contribution of $5,930, and life insurance premiums of $8,144.
(12) Includes Retirement Plan contribution of $13,500, Contribution Plan
contribution of $11,286, and life insurance premiums of $830.
(13) One-time relocation expense for company requested transfer.
(14) Includes Retirement Plan contribution of $19,155, Contribution Plan
contribution of $3,236, and life insurance premiums of $468.
(15) Includes Retirement Plan contribution of $26,344, Employee Stock Purchase
Plan contribution of $30, and life insurance premiums of $870.
(16) Includes Retirement Plan contribution of $14,250, Contribution Plan
contribution of $7,050, Employee Stock Purchase Plan contribution of $1,041,
and life insurance premiums of $1,243.
(17) Includes Retirement Plan contribution of $16,911, Contribution Plan
contribution of $1,843, Employee Stock Purchase Plan contribution of $1,711,
and life insurance premiums of $870.
(18) Includes Retirement Plan contribution of $20,256, Employee Stock Purchase
Plan contribution of $151, and life insurance premiums of $870.
(19) Includes Retirement Plan contribution of $14,250, Contribution Plan
contribution of $4,875, and life insurance premiums of $870.
(20) Includes Retirement Plan contribution of $22,800, Contribution Plan
contribution of $614, and life insurance premiums of $870.
(21) Includes Retirement Plan contribution of $22,650 and life insurance
premiums of $870.
7
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT
- ------------------------------------------------------------------------------ ASSUMED ANNUAL RATES
NUMBER OF % OF TOTAL OF STOCK
SECURITIES OPTIONS/ SARS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS/SARS EMPLOYEES IN BASE EXPIRATION ----------------------
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) DATE 5% ($) 10% ($)
- ----------------- ------------- --------------- --------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
H. B. Conlon 12,500 7.9% $ 29.00 1/25/05 $ 277,974 $ 577,732
R. C. Gallagher 10,000 6.3% $ 29.00 1/25/05 $ 182,379 $ 462,185
G. J. Weber 7,500 4.8% $ 29.00 1/25/05 $ 136,785 $ 346,639
R. J. Peterson 6,250 4.0% $ 29.00 1/25/05 $ 113,988 $ 288,866
M. J. McMullen 6,250 4.0% $ 29.00 1/25/05 $ 113,988 $ 288,866
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
(1)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
OPTIONS/SARS AT MONEY OPTIONS/SARS AT
SHARES VALUE FY-END (#) (2) FY-END ($) (3)
ACQUIRED ON REALIZED -------------------------- ----------------------------
NAME EXERCISE (#) ($)(4) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------- --------------- -------------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
H. B. Conlon 6,250 $ 101,591.25 30,098.75 29,901.25 $ 556,374.16 $ 410,784.34
R. C. Gallagher 31,890.00 23,860.00 $ 666,037.09 $ 327,728.49
--- ---
G. J. Weber 431.7 $ 11,340.76 31,033.62 16,987.00 $ 732,441.34 $ 231,902.97
R. J. Peterson -- -- 26,599.31 14,911.00 $ 607,320.24 $ 204,807.92
M. J. McMullen -- -- 30,609.62 14,911.00 $ 726,192.64 $ 204,807.92
</TABLE>
- ------------------
(1) The exercise price for each grant was 100% of the fair market value of the
shares on the date of grant. All granted options are exercisable within ten
years from the date of grant. Within this period, each option is exercisable
from time to time in whole or in part.
(2) Pursuant to the current provisions of the Restated Long-Term Incentive Stock
Option Plan (the "Stock Plan"), all Options and other awards under the Stock
Plan shall immediately vest and become exercisable upon the occurrence of a
Change in Control of Associated. Such vesting of Options shall result in all
Options and corresponding SARs becoming immediately exercisable and all
Performance Shares and other awards being immediately payable. The
definition of Change of Control is substantially the same as under the
Associated Change of Control Plan. See "Agreements and Reports."
(3) Total value of unexercised options based on the market price of Associated
stock as reported on NASDAQ/NMS on December 31, 1995, of $40.94 per share.
(4) Market price at date of exercise of options, less option exercise price,
times number of shares, equals value realized.
8
<PAGE>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The following table sets forth, with respect to the Associated Retirement
Account Plan (the "Account Plan") and the Associated Banc-Corp Supplemental
Executive Retirement Plan (the "Executive Plan") for Named Executive Officers,
the credited years of service to date and at age 65:
<TABLE>
<CAPTION>
CREDITED YEARS CREDITED YEARS
OF SERVICE TO OF SERVICE AT
DATE AGE 65
---------------- ----------------
<S> <C> <C>
H. B. Conlon 31 35
R. C. Gallagher 15 22
G. J. Weber 24 41
R. J. Peterson 13 28
M. J. McMullen 14 32
</TABLE>
The following table sets forth, with respect to the Account Plan and the
Executive Plan, the estimated annual retirement benefit payable at age 65 as a
straight-life annuity, based on specified earnings and service levels and a
benefit indexing rate of 5%:
<TABLE>
<CAPTION>
AVERAGE ANNUAL BENEFIT AFTER SPECIFIED YEARS IN PLAN (2)
TOTAL ANNUAL ----------------------------------------------------------------------------------------------
COMPENSATION (1) 15 20 25 30 35 40
- ---------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
$125,000 $ 16,184 $ 24,799 $ 35,795 $ 49,829 $ 67,740 $ 90,600
150,000 19,421 29,759 42,954 59,795 81,288 108,720
175,000 22,657 34,719 50,113 69,761 94,836 126,840
200,000 25,894 39,679 57,273 79,727 108,384 144,960
225,000 29,131 44,639 64,432 89,692 121,932 163,080
250,000 32,368 49,599 71,592 99,658 135,480 181,200
300,000 38,841 59,519 85,909 119,590 162,577 217,440
350,000 45,315 69,439 100,277 139,522 189,673 253,680
400,000 51,789 79,358 114,545 159,453 216,769 289,919
450,000 58,262 89,278 128,863 179,385 243,865 326,159
500,000 64,736 99,198 143,181 199,317 270,961 362,399
550,000 71,209 109,118 157,501 219,248 298,057 398,640
</TABLE>
- ------------------
(1) Reflects amounts disclosed as salary and bonus for each of the Named
Executive Officers.
(2) The retirement benefits shown above are not subject to any deductions for
social security or other offsetting amounts, and the annual retirement
benefits are subject to certain maximum limitations under the Code (such
limitation was $120,000 for 1995).
9
<PAGE>
REPORT OF THE ADMINISTRATIVE COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
THE COMMITTEE. The Administrative Committee of the Board of Directors
supervises Associated's executive compensation policies and programs. It
establishes the base salary and incentive compensation of the chief executive
officer and approves base salaries and bonuses of 18 other executive officers.
The Committee must have three or more members, and no member may be an employee
of Associated or any affiliate. The Committee currently has three members.
COMPENSATION POLICY. Associated's policy is to have base salaries for executive
officers that generally are near the median level for employees having
comparable responsibility for financial institutions of comparable size. Annual
bonuses are closely related to corporate-wide and business unit financial
performance goals and individual goals, which, if achieved, will be reflected in
superior operating results. The financial goals emphasize earnings per share,
return on equity, return on assets, loan quality, and expense control. Specific
goals are set on an individual basis for each executive officer to reflect
differences in responsibilities and other relevant factors. When superior
operating results are attained, Associated's policy permits total compensation
to exceed median levels for institutions of comparable size but does not permit
total compensation to exceed median levels for such institutions having
comparable performance in terms of return on assets and return on equity. Long-
term incentives are provided through stock-based awards which directly relate a
portion of the executive officers' long-term remuneration to stock price
appreciation realized by Associated's shareholders.
The goal of this compensation policy is to be modest but effective, providing
competitive remuneration to attract and retain high quality executives and
appropriate incentives for those employees to enhance shareholder value while
avoiding arrangements that could result in expense that is not justified by
performance. As long as this basic goal is being achieved, the Committee relies
to a great extent on the subjective judgment of the chief executive officer in
establishing salary, bonus, and long-term incentive compensation.
INDEPENDENT CONSULTANT. To assist it in supervising the compensation policy,
the Committee relies upon an independent outside consultant who provides data at
least once every two years regarding compensation practices of financial
institutions. Competitive compensation levels considered by the Committee are
based upon the results of several compensation surveys and the analysis of the
consultant as to appropriate adjustments to make meaningful comparisons to the
compensation of Associated's executive officers. The surveys used by the
consultant cover a larger number and greater variety of institutions than are
included in the NASDAQ Bank Index referred to under the heading "Shareholder
Return Performance Presentation -- Stock Price Performance Graph." Adjustments
made by the consultant to the survey data account for differences in corporate
size, business lines, and geographic markets.
BASE SALARIES. Salaries paid to executive officers (other than the chief
executive officer) are based upon the chief executive officer's subjective
assessment of the nature of the position and the contribution and experience of
the executive officer. In 1995, base salaries for executive officers as a group
were near the median of competitive levels identified by the consultant. The
chief executive officer reviews all salary recommendations with the
Administrative Committee. The Committee is responsible for approving or
disapproving those recommendations based upon Associated's compensation policy.
ANNUAL BONUSES. Annual bonuses are awarded to executive officers at the
discretion of the Committee at the end of each year. The amount of bonus, if
any, for each executive officer (other than the chief executive officer) is
recommended to the Committee by the chief executive officer based upon an
evaluation by the chief executive officer of the achievement of the
corporate-wide, business unit, and personal performance goals established for
each officer by the chief executive officer at the beginning of the year and,
where appropriate, modified during the year to reflect changed conditions.
Corporate performance goals and business unit goals such as earnings growth,
return on assets, and return on equity are considered. In 1995, the Committee
did not disapprove of any bonuses recommended to it by the chief executive
officer because the foregoing goals, including earnings growth, were met.
Earnings growth is a required threshold for bonuses.
CHIEF EXECUTIVE OFFICER SALARY AND BONUS. The 1995 base salary for the chief
executive officer was established at a level that the Committee believed would
approximate a median level based upon the analysis of competitive data by the
Committee's consultant. The chief executive officer's bonus for 1995 was
established based upon the Committee's overall evaluation of the chief executive
officer's performance, including the achievement of corporate financial
performance goals and individual goals that were established during the year.
The financial goals required increased earnings per share and also included
achievement of designated levels of return on assets, return on equity, and loan
quality statistics. An earnings per share threshold was established early in the
year. This threshold was required to have been met in order for the chief
executive
10
<PAGE>
officer to have received a bonus. Achievement of other corporate performance
goals was considered in general, and no formula giving designated weights to
particular goals was used. The chief executive officer's salary and bonus for
1995 reflected the fact that the earnings per share threshold and all other
goals were achieved. Based upon its consultant's advice, the Committee believes
that the total of 1995 salary and bonus for the chief executive officer was
consistent with Associated's policy.
STOCK OPTIONS. The Committee administers and grants options under the Restated
Long-Term Incentive Stock Option Plan. Options have been granted at irregular
intervals in the past. During 1995, options for 157,500 (as calculated to
account for the 5-for-4 stock split on June 15, 1995) shares were granted to 52
employees. These options had 10-year terms, vest in stages over the first three
years, and had exercise prices equal to 100% of market value on the date of
grant. The value of the shares covered by these options (based upon the option
price) ranged from about 125% of annual salary to 25% of annual salary. Option
recipients and amounts (for employees other than the chief executive officer)
are recommended to the Committee by the chief executive officer based upon his
judgment of position and performance of each recipient and the ability of that
recipient to effect overall corporate performance. The Committee's award of
options to the chief executive officer was based upon guidelines presented by
the consultant which resulted in a total compensation package in the median of
competitive levels identified by the consultant. The options awarded were
determined to be comparable with awards for chief executive officers with
similar salary and bonus.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). Section 162(m) of the
Internal Revenue Code, enacted in 1993, generally disallows a federal income tax
deduction to public companies for compensation over $1,000,000 paid to the
corporation's chief executive officer and four other most highly compensated
executive officers. Qualifying performance-based compensation will not be
subject to the deduction limit if certain requirements are met. Associated
currently intends to structure the performance-based portion of the compensation
of its executive officers (which currently consists of stock-based awards and
annual bonuses) in a manner that complies with this provision so that such
amounts will be deductible to Associated.
ADMINISTRATIVE COMMITTEE
Robert Feitler, Chairman John S. Holbrook, Jr., Secretary J. Douglas Quick,
Member
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
John S. Holbrook, Jr. is a partner in the Madison, Wisconsin, office of the
Quarles & Brady law firm. Quarles & Brady has performed legal services for
Associated and some of its subsidiaries and is expected to continue to provide
legal services during the current fiscal year. None of the remaining
Administrative Committee members have interlocking relationships as defined by
the Securities and Exchange Commission, and no Associated officer or employee is
a member of the Administrative Committee.
11
<PAGE>
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
STOCK PRICE PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return (change in year-end stock price plus
reinvested dividends) on Associated's Common Stock with the cumulative total
return of the S&P 500 Index and the NASDAQ Bank Index for the period of five
fiscal years commencing on December 31, 1990, and ending December 31, 1995. The
NASDAQ Bank Index is prepared for NASDAQ by the Center for Research in
Securities Prices at the University of Chicago. The graph assumes that the value
of the investment in Associated stock and for each index was $100 on December
31, 1990.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
NASDAQ BANK S&P 500 ASSOCIATED
<S> <C> <C> <C>
12/31/90 100.00 100.00 100.00
12/31/91 164.09 130.10 144.60
12/31/92 238.85 139.99 189.60
12/31/93 272.39 153.99 229.10
12/31/94 271.41 155.83 242.70
12/31/95 404.35 214.43 358.20
</TABLE>
Historical stock price performance shown on the graph is not necessarily
indicative of the future price performance.
The Stock Price Performance Graph shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 or under the Securities Exchange Act
of 1934, except to the extent Associated specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
AGREEMENTS AND REPORTS
DEFERRED COMPENSATION AGREEMENTS. In December 1994, Associated adopted a
nonqualified deferred compensation plan (the "Deferred Compensation Plan") to
permit certain senior officers to defer current compensation to accumulate
additional funds for retirement. The CEO and twenty-one senior officers are
currently eligible to participate under the Deferred Compensation Plan including
each of the Named Executive Officers. Currently, Messrs. Conlon and Gallagher
are the only Named Executive Officers who participate. Pursuant to the Deferred
Compensation Plan each executive may each year elect to defer a portion of his
base salary and/or annual incentive compensation. The executive may choose to
receive payment of deferred amounts in five equal annual installments, ten equal
annual installments, or a lump sum payment at his anticipated retirement date.
In addition, under certain limited circumstances, the executive may receive
distributions during employment. If the executive's services are terminated
voluntarily or involuntarily, he retains all rights to the undistributed amounts
credited to his account. All funds deferred have been placed in a trust with an
independent third party trustee. Investment results on funds in the trust will
vary depending on investments selected and managed by the trustee.
12
<PAGE>
There is an agreement between Mr. Gallagher and Associated Bank Green Bay,
National Association, entered into as of November 1, 1986, whereby Mr. Gallagher
may each year elect to defer a portion of his base salary and/or annual
incentive compensation. Mr. Gallagher may choose to receive payment of deferred
amounts in five equal annual installments, or a lump sum payment at his
anticipated retirement date. If Mr. Gallagher's services are terminated
voluntarily or involuntarily, he retains all rights to the undistributed amounts
credited to his account. All funds deferred have been placed in a trust with an
independent third party trustee. Investment results on funds in the trust will
vary depending on investments selected and managed by the trustee.
CHANGE OF CONTROL PLAN Effective April 1994, Associated adopted a nonqualified
plan to provide severance benefits to the Chief Executive Officer ("CEO") and
senior officers in the event of a Change of Control of Associated (defined
below) and termination of their employment (the "Plan"). The CEO and sixteen
senior officers are currently designated to participate under the Plan,
including each of the Named Executive Officers. Prior to Change of Control, from
time to time, the CEO is authorized to designate participating senior officers.
If within three years following a Change of Control (or in anticipation of and
preceding a Change of Control) a termination of employment occurs either
involuntarily or for Good Reason, an employee eligible pursuant to the Plan may
at the discretion of Associated receive either a lump sum payment or installment
payments reflected in the Plan schedule in effect at the date of such
termination. Such payment may also include legal fees and expenses related to
termination of employment or dispute of benefits payable under the Plan. Good
Reason includes change in the employee's duties and responsibilities which are
inconsistent with those prior to the Change of Control, reduction in salary, or
discontinuation of any bonus plan or certain other compensation plans, transfer
to an employment location greater than fifty miles from the employee's present
office location, or certain other breaches. Benefits are not paid in the event
of retirement, death or disability, or termination for Cause which generally
includes willful failure to substantially perform duties or certain willful
misconduct. Participants are required to attempt to obtain other employment
following termination, and amounts to be received under the Plan are reduced by
subsequent earnings. The Plan schedule currently in effect provides for total
benefits payable in lump sum to consist of two years' base salary, two years'
incentive compensation, and certain health and welfare benefits for two years.
If installment payments are elected by Associated, the payment shall be paid
over a two-year period. The Plan, including the Plan schedule, may be amended
from time to time by Associated.
A "Change in Control" under the Plan shall occur if an offer is accepted, in
writing, with respect to any of the following: (a) a change of ownership of 25%
or more of the outstanding voting securities of Associated; (b) Associated is
merged or consolidated with another corporation, and as a result of such merger
or consolidation, less than 75% of the outstanding voting securities of the
surviving or resulting corporation will be owned in the aggregate by the
shareholders of Associated who owned such securities immediately prior to such
merger or consolidation, other than affiliates (within the meaning of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act")) of any party
to such merger or consolidation; (c) Associated sells at least 85% of its assets
to any entity which is not a member of the control group of corporations, within
the meaning of Section 1563 of the Internal Revenue Code of 1986, as amended, of
which Associated is a member; or (d) a person, within the meaning of Section
3(a)(9) or 13(d)(3) of the Exchange Act, acquires 25% or more of the outstanding
voting securities (whether directly, indirectly, beneficially, or of record).
SECTION 16 REPORTS. Under Section 16(a) of the Securities Exchange Act of 1934,
as amended, Associated's directors and executive officers, as well as certain
persons holding more than 10% of Associated's stock, are required to report
their initial ownership of stock and any subsequent change in such ownership to
the Securities and Exchange Commission, NASDAQ, and Associated (such
requirements hereinafter referred to as "Section 16(a) filing requirements").
Specific time deadlines for the Section 16(a) filing requirements have been
established.
To Associated's knowledge, and based solely upon a review of the copies of such
reports furnished to Associated, and upon written representations that no other
reports were required, during the fiscal year ended December 31, 1995, all
Section 16(a) filing requirements applicable to its officers, directors, and
greater than 10% beneficial owners were complied with, other than with respect
to Mr. Gallagher for whom three transactions were inadvertently reported late.
13
<PAGE>
PROPOSAL 2
RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
Subject to ratification by shareholders at the Annual Meeting, the Audit
Committee has recommended to the Board of Directors, and the Board of Directors
has approved, the selection of the independent public accounting firm of KPMG
Peat Marwick LLP to audit Associated's consolidated financial statements for the
1996 fiscal year. KPMG Peat Marwick LLP audited Associated's consolidated
financial statements for the year ended December 31, 1995. It is expected that
representatives of KPMG Peat Marwick LLP will be present at the Annual Meeting,
will have the opportunity to make a statement if they so desire, and will be
available to respond to appropriate questions.
If the foregoing recommendation is rejected, or if KPMG Peat Marwick LLP
declines to act or otherwise becomes incapable of acting, or if its appointment
is otherwise discontinued, the Board of Directors will appoint other independent
accountants whose appointment for any period subsequent to the 1996 Annual
Meeting of Shareholders shall be subject to the ratification by the shareholders
at that meeting.
Associated recommends that you vote in favor of the selection of KPMG Peat
Marwick LLP as independent public accountants for the year ending December 31,
1996.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
As of this date, Associated is not aware that any matters are to be presented
for action at the meeting other than those referred to in the Notice of Annual
Meeting, but the proxy form sent herewith, if executed and returned, gives
discretionary authority with respect to any other matters that may come before
the meeting.
By Order of the Board of Directors,
[LOGO]
Brian R. Bodager
General Counsel & Corporate Secretary
Green Bay, Wisconsin
March 22, 1996
14
<PAGE>
ASSOCIATED BANC-CORP
112 NORTH ADAMS STREET, GREEN BAY, WI 54301
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF ASSOCIATED BANC-CORP
for the Annual Meeting of Shareholders to be held on April 24, 1996
The undersigned hereby appoints John C. Meng, Ronald R. Harder, and J.
Douglas Quick and each of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
below, all the shares of Common Stock of Associated Banc-Corp ("Associated")
held of record by the undersigned on March 1, 1996, at the Annual Meeting of
Shareholders to be held on April 24, 1996, or any adjournment thereof on the
matters and in the manner indicated on the reverse side of this proxy card and
described in the Proxy Statement of Associated. This proxy revokes all prior
proxies given by the undersigned. If no direction is made, this proxy will be
voted FOR Proposals 1 and 2 and any such matters which may come before the
meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS
AND FOR PROPOSAL 2.
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN, AND DATE THIS PROXY ON THE REVERSE
SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
<PAGE>
ASSOCIATED BANC-CORP
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY /X/
For All
For Withheld Except
1. Election of Directors -- / / / / / /
NOMINEES: John S. Holbrook, Jr.,
William R. Hutchinson, and James F. Janz
____________________________________________
(Except nominee(s) written above.)
For Against Abstain
2. To ratify the selection of KPMG Peat / / / / / /
Marwick LLP as independent auditors of
Associated for the year ending December
31, 1996.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title. If a corporation, please sign in
full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
____________________________________________________
Signature Date
____________________________________________________
Signature if jointly held Date
