<PAGE>
LOGO
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
1996 FORM 10-K ANNUAL REPORT
<PAGE>
ASSOCIATED BANC-CORP
112 North Adams Street
Green Bay, Wisconsin 54301
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 23, 1997
To the Holders of Common Stock of Associated Banc-Corp:
The Annual Meeting of Shareholders of Associated Banc-Corp will be held at the
Oshkosh Hilton and Convention Center, One North Main Street, Oshkosh,
Wisconsin, on Wednesday, April 23, 1997, 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. An amendment to Associated's Restated Long-Term Incentive Stock Option Plan
to increase the number of shares available for issuance thereunder.
3. The ratification of the selection of KPMG Peat Marwick LLP as independent
auditors for Associated for the year ending December 31, 1997.
4. Such other business as may properly come before the meeting and all
adjournments thereof.
The Board of Directors has fixed March 3, 1997, 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.
/s/ Brian R. Bodager
Brian R. Bodager
General Counsel & Corporate Secretary
Green Bay, Wisconsin
March 24, 1997
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>
LOGO
March 24, 1997
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 23, 1997, at
the Oshkosh Hilton and Convention Center, Oshkosh, 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,
/s/ H. B. Conlon
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
---------------
PROXY STATEMENT
ANNUAL MEETING - APRIL 23, 1997
INFORMATION REGARDING PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Associated Banc-Corp,
hereinafter called "Associated," to be voted at the Annual Meeting of
Shareholders on Wednesday, April 23, 1997, and at any and all adjournments
thereof.
Solicitation of proxies by mail is expected to commence on March 24, 1997, 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 has fixed the close of business on March 3, 1997, 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 18,697,358 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. On January 22, 1997, the Board declared a 6-for-5
stock split to be effected in the form of a 20% stock dividend payable on
March 17, 1997, to shareholders of record on March 5, 1997 (the "Stock
Split"). Shares issued in the Stock Split will not be entitled to vote at the
Annual Meeting nor has share information in this Proxy Statement been adjusted
to reflect the Stock Split.
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 B Director. The three
nominees receiving the largest number of affirmative votes cast at the Annual
Meeting will be elected as directors.
1
<PAGE>
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 21, 1997. Any such proposal must comply with
Rule 14a-8 of Regulation 14A of the proxy rules of the Securities and Exchange
Commission.
PRINCIPAL HOLDERS OF COMMON STOCK
As of February 28, 1997, the trust departments of four wholly-owned
subsidiaries were, in a fiduciary capacity, the beneficial owners of 1,958,956
shares of Common Stock, constituting 10.48% 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 1,142,788 6.11%
200 North Adams Street
Green Bay, Wisconsin 54301
Associated Bank, N.A. Common 512,567 2.74%
100 West Wisconsin Avenue
Neenah, Wisconsin 54956
Associated Bank Lakeshore, N.A. Common 192,461 1.03%
1000 Franklin Street
Manitowoc, Wisconsin 54220
Associated Trust Company, Inc. Common 111,140 *
--------- ------
401 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
1,958,956 10.48%
========= ======
</TABLE>
* Denotes percentage is less than 1%.
- - ---------------------
(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 913,900 shares with sole
voting power; 21,610 shares with shared voting power; 1,724,387 shares
with sole investment power; and 234,569 shares with shared investment
power.
CORPORATE ANNUAL REPORT
The 1996 Corporate Report of Associated, which includes condensed consolidated
financial statements for the years ended December 31, 1996, 1995, and 1994,
has been mailed concurrently with this proxy statement to shareholders as of
the Record Date. The 1996 Corporate Report and the 1996 Form 10-K Annual
Report do not constitute a part of the proxy material.
2
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Board 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 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 B, Messrs. Conlon, Harder, and
Quick, all of whom are members of the present Board, are to be elected at the
Annual Meeting. The Class B directors will serve for a term of three years to
expire in April 2000.
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 22, 1997, 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 28, 1997, 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 B, THREE-YEAR TERM EXPIRING APRIL 2000
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: 61.
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 director of Associated Bank, N.A., Neenah, an affiliate of
Associated, and is Chairman of its Trust Committee. Age: 53.
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: 51.
3
<PAGE>
DIRECTORS CONTINUING IN OFFICE
CLASS C DIRECTORS WITH TERMS EXPIRING APRIL 1998
ROBERT FEITLER has been a director of Associated since October 1988. He has
served as Chairman of the Executive Committee of WEYCO Group, Inc., a
wholesaler and retailer of men's shoes, Milwaukee, Wisconsin, since April
1996. He had served as President and a director since 1968. Mr. Feitler has
been a director of Associated Bank Milwaukee, an affiliate of Associated,
since 1972. Age: 66.
ROBERT C. GALLAGHER has been a director of Associated since January 1982. He
has served as Vice Chairman of Associated since July 1996 and as Executive
Vice President since January 1982. He has served as Chairman and Chief
Executive Officer of Associated Bank Green Bay, National Association, an
affiliate of Associated, since 1985. He had 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: 58.
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: 52.
CLASS A DIRECTORS WITH TERMS 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: 57.
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: 54.
JAMES F. JANZ has been a director of Associated since May 1992. He is a Senior
Vice President of Zilber Ltd., Milwaukee, Wisconsin, a 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: 56.
4
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
Listed below is information as of February 28, 1997, 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>
NAME OF BENEFICIAL
TITLE OF CLASS OWNER AMOUNT OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
-------------- ----------------------- ------------------------------ ----------------
<C> <S> <C> <C>
Common Harry B. Conlon 181,580 *
Common Robert Feitler 25,390 *
Common Robert C. Gallagher 160,917 *
Common Ronald R. Harder 1,613 *
Common John S. Holbrook, Jr. 8,436 *
Common William R. Hutchinson 1,898 *
Common James F. Janz 5,998 *
Common Mark J. McMullen (1) 62,324 *
Common John C. Meng 6,717 *
Common Randall J. Peterson (1) 54,336 *
Common J. Douglas Quick 7,939 *
Common Gordon J. Weber (1) 76,327 *
Directors and Executive
Common Officers (2) 807,690 4.23%
</TABLE>
* Denotes percentage is less than 1%.
- - ---------------------
(1) Executive Officer, non-director.
(2) Includes directors and executive officers as a group (23 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 held four regular meetings during 1996. Each director attended 100%
of the total number of meetings of the Board and its committees of which they
were members. Average attendance at all Board and committee meetings was 100%
during 1996.
The Audit Committee, which is composed of Messrs. Harder (Chairman),
Hutchinson, and Janz, all of whom are outside directors, held four meetings
during 1996. 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. The Audit 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 Audit
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 1996. 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. The Administrative Committee will also
consider candidates recommended in writing by shareholders, if those
candidates demonstrate a serious interest in serving as directors.
5
<PAGE>
DIRECTOR COMPENSATION
Associated compensates each nonemployee director for services by payment of an
annual retainer and meeting fee. For the year ended December 31, 1996, such
annual retainer was $11,000 and a fee of $500 for each Board and/or committee
meeting attended. Directors who are employees of Associated or its affiliates
do not receive separate compensation for their services as directors.
CERTAIN TRANSACTIONS
Various officers and directors of Associated and its subsidiaries, members of
their families, and the companies or firms with which they are associated were
customers of, and had banking transactions with, one or more of Associated's
subsidiary banks in the ordinary course of each such bank's business during
1996. The percentage of consolidated shareholders' equity represented by loans
made in such transactions was 18.81% at December 31, 1996. Additional
transactions may be expected to take place in the ordinary course of business
in the future. All loans and commitments to loans included in such
transactions were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons and, in the opinion of the management of
Associated's subsidiary banks, did not involve more than a normal risk of
collectibility or present other unfavorable features.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning all cash compensation
paid or accrued for services rendered in all capacities to Associated and
affiliates for the fiscal years ended December 31, 1996, 1995, and 1994, of
those persons who were, at December 31, 1996, the Chief Executive Officer of
Associated and the other four most highly compensated executive officers of
Associated or its affiliates (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION (1) AWARDS
------------------------------ ------------
SECURITIES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
POSITION (2) YEAR ($) ($) ($)(3) (#)(4) ($)(5)
------------ ---- ------ ----- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
H. B. Conlon 1996 $375,000 $135,000 -- 12,500 $65,366(6)
Chairman, 1995 $355,000 $130,000 -- 12,500
President & $57,349(7)
CEO, Associated 1994 $333,462 $125,000 -- 12,500 $49,295(8)
R. C. Gallagher 1996 $300,000 $128,000 -- 10,000 $51,204(9)
Vice Chairman, 1995 $287,000 $125,000 -- 10,000
Associated; $48,944(10)
Chairman & CEO, 1994 $275,000 $120,000 -- 10,000
ABGB $40,184(11)
G. J. Weber 1996 $230,000 $ 49,500 -- 7,500 $24,363(12)
CEO Associated 1995 $209,807 $ 52,500 -- 7,500
Southern $25,616(13)
Region 1994 $200,000 $ 50,000 $45,000(14) 7,500 $22,859(15)
R. J. Peterson 1996 $191,346 $ 71,260 -- 6,250 $25,468(16)
President ABGB 1995 $176,000 $ 66,000 -- 6,250 $23,584(17)
1994 $168,000 $ 63,000 -- 6,250 $21,335(18)
M. J. McMullen 1996 $170,000 $ 64,435 -- 6,250 $21,184(19)
Senior EVP ABGB 1995 $163,000 $ 61,125 -- 6,250 $19,995(20)
1994 $156,000 $ 58,500 -- 6,250 $24,284(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 1996,
Messrs. Conlon and Gallagher participated in such plan. See "Agreements
and Reports."
(2) Included in the table are certain executive officers of affiliates of
Associated who, although not executive officers of Associated, perform
policymaking functions for Associated. Associated Bank Green Bay, National
Association ("ABGB"), is Associated's largest subsidiary bank,
headquartered in Green Bay, Wisconsin; Associated's Southern Region
consists of six state and national banks which are Wisconsin subsidiaries
of Associated headquartered in Lodi, Madison, Milwaukee, Portage,
Reedsburg, and West Allis.
(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 do not exceed the lesser of $50,000 or 10% of annual
salary and bonus reported herein.
(4) Option grants reflect a 25% stock dividend in 1995.
(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 Retirement Plan (the "SERP") which
provides retirement benefits to executives selected by the Administrative
Committee without regard
7
<PAGE>
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, SERP contribution of
$40,162, Employee Stock Purchase Plan contribution of $600, and life
insurance premiums of $10,354.
(7) Includes Retirement Plan contribution of $14,250, SERP contribution of
$32,678, Employee Stock Purchase Plan contribution of $600, and life
insurance premiums of $9,821.
(8) Includes Retirement Plan contribution of $22,770, SERP contribution of
$16,842, Employee Stock Purchase Plan contribution of $589, and life
insurance premiums of $9,094.
(9) Includes Retirement Plan contribution of $14,250, SERP contribution of
$28,810, and life insurance premiums of $8,144.
(10) Includes Retirement Plan contribution of $14,250, SERP contribution of
$26,550, and life insurance premiums of $8,144.
(11) Includes Retirement Plan contribution of $24,360, SERP contribution of
$7,680, and life insurance premiums of $8,144.
(12) Includes Retirement Plan contribution of $10,500, SERP contribution of
$12,993, and life insurance premiums of $870.
(13) Includes Retirement Plan contribution of $13,500, SERP contribution of
$11,286, and life insurance premiums of $830.
(14) One-time relocation expense for company requested transfer.
(15) Includes Retirement Plan contribution of $19,155, SERP contribution of
$3,236, and life insurance premiums of $468.
(16) Includes Retirement Plan contribution of $14,250, SERP contribution of
$9,518, Employee Stock Purchase Plan contribution of $260, and life
insurance premiums of $1,440.
(17) Includes Retirement Plan contribution of $14,250, SERP contribution of
$7,050, Employee Stock Purchase Plan contribution of $1,041, and life
insurance premiums of $1,243.
(18) Includes Retirement Plan contribution of $16,911, SERP contribution of
$1,843, Employee Stock Purchase Plan contribution of $1,711, and life
insurance premiums of $870.
(19) Includes Retirement Plan contribution of $14,250, SERP contribution of
$6,064, and life insurance premiums of $870.
(20) Includes Retirement Plan contribution of $14,250, SERP contribution of
$4,875, and life insurance premiums of $870.
(21) Includes Retirement Plan contribution of $22,800, SERP contribution of
$614, and life insurance premiums of $870.
8
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT
ASSUMED ANNUAL
RATES
OF STOCK
PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- - ------------------------------------------------------------- -----------------
% OF
TOTAL
OPTIONS/
SARS
GRANTED
NUMBER OF TO
SECURITIES EMPLOYEES
UNDERLYING IN
OPTIONS/SARS FISCAL EXERCISE OR BASE EXPIRATION
NAME GRANTED (#) YEAR PRICE ($/SH) DATE 5% ($) 10% ($)
- - --------- ------------ --------- ---------------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
H. B.
Conlon 12,500 7.3% $36.875 1-24-06 $289,881 $734,616
R. C.
Gallagher 10,000 5.8% $36.875 1-24-06 $231,905 $587,693
G. J.
Weber 7,500 4.4% $36.875 1-24-06 $173,929 $440,769
R. J.
Peterson 6,250 3.6% $36.875 1-24-06 $144,941 $367,308
M. J.
McMullen 6,250 3.6% $36.875 1-24-06 $144,941 $367,308
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES (1)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED ON FY-END (#)(2) FY-END ($)(3)
EXERCISE VALUE ------------------------- -------------------------
NAME (#) REALIZED ($)(4) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - --------------- ----------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
H. B. Conlon 7,500.00 $170,284.50 40,087.50 24,912.50 $657,025.25 $249,536.25
R. C. Gallagher -- -- 45,850.00 19,900.00 $937,984.95 $199,140.00
G. J. Weber 5,520.62 $161,085.04 35,075.00 14,925.00 $760,082.75 $149,355.00
R. J. Peterson 1,510.31 $ 42,079.26 33,814.00 12,436.00 $740,715.65 $124,440.85
M. J. McMullen 2,495.62 $ 70,700.91 36,839.00 12,436.00 $835,278.06 $124,440.85
</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 the Nasdaq National Market on December 31, 1996, of
$42.50 per share.
(4) Market price at date of exercise of options, less option exercise price,
times number of shares, equals value realized.
9
<PAGE>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The following table sets forth, with respect to the Associated Retirement
Account Plan (the "Account Plan") and the SERP for Named Executive Officers,
the credited years of service to date and at age 65:
<TABLE>
<CAPTION>
CREDITED YEARS OF CREDITED YEARS OF
SERVICE TO DATE SERVICE AT AGE 65
----------------- -----------------
<S> <C> <C>
H. B. Conlon 32 35
R. C. Gallagher 16 22
G. J. Weber 25 41
R. J. Peterson 14 28
M. J. McMullen 15 32
</TABLE>
The following table sets forth, with respect to the Account Plan and the SERP,
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 1996).
10
<PAGE>
REPORT OF THE ADMINISTRATIVE COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
THE COMMITTEE. The Administrative Committee of the Board of Directors (the
"Committee") 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 19 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. The independent outside consultant prepared and presented a
report to the Committee at its December 1995 meeting. 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 1996, 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
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 1996, the Committee did not
disapprove of any bonuses recommended to it by the chief
11
<PAGE>
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 1996 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 1996 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 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 1996 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 1996 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 1996, options for 171,500 shares were granted to
67 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
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., SecretaryJ. 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. A corporation of which Mr.
Quick is an executive officer had loans with subsidiary banks of Associated.
See "Election of Directors--Certain Transactions." There are no other
interlocking relationships as defined by the Securities and Exchange
Commission, and no Associated officer or employee is a member of the
Committee.
12
<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 Nasdaq Bank Index and the S&P 500 Index for the period of five
fiscal years commencing on December 31, 1991, and ending December 31, 1996.
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 $100.00.00 on
December 31, 1991.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG ASSOCIATED BANC-CORP, S&P 500 INDEX AND NASDAQ BANK
<CAPTION>
Measurement Period S&P
(Fiscal Year Covered) ASSOCIATED 500 INDEX NASDAQ BANK
- - -------------------- ---------- --------- -----------
<S> <C> <C> <C>
Measurement Pt-
12/31/91 $100.00 $100.00 $100.00
FYE 12/31/92 $131.12 $107.60 $145.56
FYE 12/31/93 $158.44 $118.36 $166.00
FYE 12/31/94 $167.58 $119.78 $165.40
FYE 12/31/95 $247.73 $164.82 $246.42
FYE 12/31/96 $264.08 $202.32 $325.60
</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, as amended (the "Exchange Act"), 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. Associated adopted a nonqualified deferred
compensation plan in December 1994 (the "Deferred Compensation Plan") to
permit certain senior officers to defer current compensation to accumulate
additional funds for retirement. The CEO and 23 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
13
<PAGE>
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.
Mr. Gallagher and Associated Bank Green Bay, National Association, entered
into an agreement November 1, 1986, whereby Mr. Gallagher elected to defer a
portion of his base salary and/or annual incentive compensation. All funds
deferred under this agreement were merged into the Deferred Compensation Plan
as of September 30, 1996.
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
18 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 two years' base salary 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
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 Code,
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(A), BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Under Section 16(a)
of the Exchange Act, 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, with respect to the fiscal year ended December
31, 1996, Associated's officers, directors, and greater than 10% beneficial
owners complied with all applicable Section 16(a) filing requirements.
14
<PAGE>
PROPOSAL 2
AMENDMENT TO ASSOCIATED BANC-CORP
RESTATED LONG-TERM INCENTIVE STOCK OPTION PLAN
The Board believes that in order to associate more closely the interest of
certain key employees with those of Associated's shareholders, it is important
to encourage stock ownership and thereby provide long-term incentives and
rewards to those key employees of Associated and its affiliates who are in a
position to contribute to its long-term success and growth. The Board believes
that the Stock Plan assists it in retaining and attracting key employees with
requisite experience and ability. The Board also believes that the authority
to grant additional Options will enhance Associated's flexible incentive-based
compensation to attract and retain employees of experience and ability. The
Stock Plan is not a "qualified plan" under the Code, nor is it subject to
ERISA.
SUMMARY OF THE AMENDMENT. On January 22, 1997, the Board adopted, upon the
recommendation of the Committee, subject to shareholder approval, an amendment
to Associated's Stock Plan to increase the number of shares available for
issuance thereunder by an additional 600,000 shares. The proposed amendment to
the Stock Plan will not be implemented unless approved by shareholders.
Associated will register the shares of Common Stock issuable under the Stock
Plan under the federal and applicable state securities laws.
In the opinion of the Board, Associated and its shareholders have benefited
substantially from Associated's stock-based compensation plans. These plans
have secured the benefits of the incentive resulting from the increase in
shareholder value by employees of Associated who are largely responsible for
its growth and success. It is thus the opinion of the Board, upon
recommendation of the Committee, that the number of shares authorized under
the Stock Plan be increased by 600,000 shares, subject to adjustment for stock
splits and stock dividends. As of the date of the Annual Meeting, as a result
of the Stock Split, the increase in the number of shares available for
issuance will be adjusted to 720,000. The Stock Plan was adopted by the Board
and approved by the shareholders in 1987. Initially, 600,000 shares of
Associated's Common Stock were authorized for issuance upon the exercise of
options held by plan Participants. The Board of Directors on January 26, 1994,
agreed to increase the number of shares available for issuance under the Stock
Plan by an additional 600,000 shares, and the shareholders approved the
increase on April 25, 1994. As a result of stock dividends declared and paid
by Associated, as well as adjustments made for restricted shares and the lapse
of performance shares, the total authorized shares under the Stock Plan is
1,533,237 shares. As of December 31, 1996, a total of 1,322,180 grants for
shares of Common Stock had been issued under the Stock Plan. The total
authorized shares have been adjusted for the cancellation of grants for
shares, resulting in 319,566 shares remaining available to be issued.
AWARDS GRANTED. Since inception of the Stock Plan, awards have been issued
under the Stock Plan (including Options and Restricted Stock Awards with
Performance Share Awards) to the following individuals as set forth below in
the amounts set forth after each recipient: (a) Mr. Conlon, Chairman,
President & Chief Executive Officer of Associated (78,750); Mr. Gallagher,
Vice Chairman of Associated and Chairman & Chief Executive Officer of
Associated Bank Green Bay, National Association (65,750); Mr. Weber, Chief
Executive Officer of Associated's Southern Region (55,520); Mr. Peterson,
President of Associated Bank Green Bay, National Association (51,770); and Mr.
McMullen, Senior Executive Vice President of Associated Bank Green Bay,
National Association (51,770); (b) all current executive officers as a group
(370,998); (c) all current directors who are not executive officers as a group
(none); (d) each nominee for election as a director (none, other than as
stated above for Mr. Conlon); (e) each associate of any such directors (none);
(f) each other person who received or is to receive 5 percent of such awards
under the Stock Plan (none); and (g) all employees, including current officers
who are not executive officers, as a group (951,182). See "Executive
Compensation--Option/SAR Grants in Last Fiscal Year" for option grants in 1996
to the Named Executive Officers. During 1996 options were granted to (a) all
current executive officers as a group (96,250); (b) all current directors who
are not executive officers as a group (none); (c) each nominee for election as
a director (none, other than as stated above for Mr. Conlon); (d) each
associate of any such directors (none); (e) each other person who received or
is to receive 5
15
<PAGE>
percent of such awards under the Stock Plan (none); and (f) all employees,
including current officers who are not executive officers, as a group
(75,250).
The affirmative vote of the holders of a majority of the outstanding shares of
Common Stock present, or represented, at the meeting is required to approve
the amendment to the Stock Plan. No grants of Awards have been made subject to
shareholder approval under the Stock Plan.
THE BOARD RECOMMENDS THAT SHAREHOLDERS OF ASSOCIATED VOTE FOR APPROVAL OF THE
AMENDMENT TO THE STOCK PLAN TO INCREASE THE SHARES AVAILABLE FOR ISSUANCE
THEREUNDER BY AN ADDITIONAL 600,000 SHARES, SUBJECT TO ADJUSTMENT FOR STOCK
SPLITS AND STOCK DIVIDENDS, INCLUDING THE STOCK SPLIT.
ADMINISTRATION. The Stock Plan is administered by Associated's Committee. The
Committee must always be composed of not less than three directors, none of
whom, at the time of his or her appointment to the Committee or for a period
of at least one year prior thereto, may be or may have been eligible to
participate in the Stock Plan. All aspects of the administration of the Stock
Plan and the granting of any awards thereunder are within the sole and
exclusive direction of the Committee.
ELIGIBILITY. The Committee, in its sole discretion, shall determine those key
employees of Associated and its affiliates who shall become eligible for
participation under the Stock Plan (the "Participants"). Members of the
Committee, however, may not be Participants.
AWARDS. The Stock Plan provides for the granting of awards consisting of (a)
incentive stock options ("ISOs") and nonqualified stock options (collectively,
"Options"), with or without stock appreciation rights ("SARs"); (b) restricted
stock awards ("Stock Awards"), with or without performance share awards
("Share Awards"); (c) Performance Units; and (d) Other Stock-Based Awards
(collectively, "Awards"). No consideration shall be payable to Associated by a
Participant with respect to any Award. The Committee shall have the full
authority and sole discretion to (a) determine which Participants shall
receive awards; (b) determine the size, form, terms, and conditions of all
Awards; (c) adopt any rules or regulations necessary for the administration of
the Stock Plan; and (d) alter any of the foregoing.
STOCK OPTIONS. An Option shall consist of the right to acquire shares during
the exercise period specified therein. The exercise price of each Option shall
be the closing price of the shares as reported on the Nasdaq National Market
in the Wall Street Journal for the date of grant. Options may not be exercised
until vested; Options may vest on a specific date (as to all shares subject to
an Option) or dates (as to specified portions of the shares subject to an
Option), in the discretion of the Committee. The vesting of any Option may be
conditioned upon such terms, based upon continued employment of the
Participant by Associated, or other factors as the Committee shall determine
when the Option is granted. However, no Option may vest earlier than one year
after grant and all Options shall vest immediately upon a change in control of
Associated, as described below (a "Change in Control"). Options shall be
exercisable immediately upon vesting and shall specify the period following
vesting during which they may be exercised. In no event may the exercise
period for any Option extend beyond ten years following grant.
Any Option or portion thereof that has not vested shall immediately terminate
upon the cessation of the holder's employment with Associated, except in the
case of a Change in Control and where employment terminates by reason of the
Participant's death, permanent disability, or retirement, in which instance
the Committee shall have discretion to cause such Option to continue to become
exercisable on the date or dates specified in the grant as if such termination
of employment had not occurred. Options or portions thereof that have vested
but that have not been exercised at the date that the holder's employment with
Associated ceases shall terminate according to the following terms: (a) if the
cessation of employment is for any reason other than death, permanent
disability, or retirement, the unexercised Option shall terminate immediately,
or (b) if the cessation of employment is by reason of death, permanent
disability, or retirement, the unexercised Option shall terminate on the terms
of the original grant.
All Options shall be evidenced at the time of grant by written agreements
setting forth all of the terms and conditions of such Options. The exercise
price of any Option must be paid in full upon exercise and may be paid either
in cash or by the delivery of shares of Associated Common Stock (valued at
their fair market value on the date of exercise), or any combination thereof.
16
<PAGE>
In the case of an ISO granted to a Participant who at the time of the grant
owns (directly or indirectly and including shares purchasable under such ISO)
stock of Associated possessing more than 10% of the total combined voting
power of all classes of stock of Associated, the exercise price shall be at
least 110% of the fair market value at the time the ISO is granted; provided
further, that the Option price shall in no event be less than the par value of
the shares subject to such ISO.
Associated may at any time offer to buy out an Option previously granted,
based on such terms and conditions as the Committee shall establish and
communicate to the Participant at the time that such offer is made.
STOCK APPRECIATION RIGHTS. The Committee may grant SARs as a part of any
Option. A SAR is the right to receive the excess of the fair market value of
shares subject to the corresponding Option on the date of exercise of such SAR
over the exercise price of such Option (the "Economic Value" of such SAR), in
lieu of the exercise of such Option. SARs may be granted at the time that the
corresponding Option is granted or at a later date, in the discretion of the
Committee. SARs shall be exercisable and shall expire at the same time(s) as
the corresponding Option.
To exercise a SAR for all or a portion of the shares covered thereby, the
holder must tender the corresponding Option to Associated. In exchange
therefor, he or she shall receive cash or shares (valued at their fair market
value on the date of exercise) or a combination thereof equal to the Economic
Value of such SAR. The holder of a SAR shall not be required to tender any
funds in payment of the exercise price of the corresponding Option at the time
of the exercise of such SAR.
SARs shall be evidenced at the time of grant by written agreements containing
the terms and conditions of such SARs. The exercise of a SAR shall be treated
as an exercise of the corresponding Option for the same number of shares for
the purpose of computing the number of shares subject to such Option
thereafter.
RESTRICTED STOCK AWARDS. A Stock Award shall consist of the grant, subject to
certain restrictions, of shares ("Restricted Stock") to a Participant.
Restricted Stock may not be sold, transferred, or otherwise disposed of,
pledged, or otherwise encumbered. Such restrictions shall lapse at the time(s)
and on the terms determined by the Committee at the date of grant; thereafter,
the shares that were the subject of such Stock Award shall cease to be
Restricted Stock and the owner thereof shall be entitled to sell or pledge
such shares or otherwise deal with them in the same manner and to the same
extent as any holder of the shares, without restrictions imposed pursuant to
the Plan. A Participant shall be entitled to receive dividends on and cast
votes with respect to all shares of Restricted Stock held by him or her.
If a Participant ceases to be employed by Associated for any reason, whether
voluntary or involuntary, except by reason of death, retirement, or permanent
disability, or in connection with a Change in Control of Associated, he or she
shall transfer all shares of Restricted Stock owned by him or her to
Associated within 30 days. The restrictions on Restricted Stock shall lapse
immediately upon the death or permanent disability of the holder or a Change
in Control of Associated. The restrictions on Restricted Stock held by a
Participant upon his or her retirement shall lapse with respect to a specified
portion only (the "Vested Portion") of such Restricted Stock. The Vested
Portion shall consist of the number of shares of Restricted Stock held by such
Participant at retirement multiplied by a fraction, the numerator of which is
the number of months from the grant of such Stock Award to the date of such
Participant's retirement, and the denominator of which is the number of months
from the grant of such Stock Award to the date of lapse of the restrictions on
such Restricted Stock according to the terms of such Stock Award. All
Restricted Stock that is not a part of the Vested Portion shall, within 30
days after the retirement of the Participant holding such shares, be returned
to Associated.
All Restricted Stock shall be held in escrow by Associated until the lapse of
the restrictions with respect to such shares or the return of such shares of
Associated.
17
<PAGE>
PERFORMANCE SHARE AWARDS. Performance Shares may be granted, in the discretion
of the Committee, as a part of any Stock Award. Performance Shares shall be
granted, if at all, at the same time as the corresponding Stock Award. A
Performance Share shall consist of the obligation of Associated to pay to the
recipient, on the date on which the restrictions on the corresponding share of
Restricted Stock lapse, an amount calculated based upon the highest marginal
federal and applicable state income tax rates in effect multiplied by the fair
market value of a share on such date. Performance Shares may be paid in cash
or shares (valued at their fair market value on the payment date) or any
combination thereof in the discretion of the Committee.
PERFORMANCE UNITS. Performance Units may be awarded with or without other
Awards and shall represent the right to receive a fixed dollar amount payable
in cash or Common Stock or any combination thereof in the discretion of the
Committee. The Committee shall determine the Participants to whom and the time
or times at which Performance Units shall be awarded, the number of
Performance Units to be awarded to any person, the duration of the period
during which, and the condition under which a Participant's right to
Performance Units will be vested and the ability of Participants to defer the
receipt of payment of such Performance Units.
The Committee may condition the vesting of Performance Units upon the
attainment of specified performance goals of a Participant or Associated or
such other factors or criteria as the Committee shall determine.
OTHER STOCK-BASED AWARDS. Other awards of Common Stock and cash awards that
are valued in whole or in part by reference to, or are payable in or otherwise
based on Common Stock ("Other Stock-Based Awards") including, without
limitation, Awards valued by reference to performance concepts, may be granted
either alone or in addition to or in tandem with Options, SARs, Stock Awards,
Performance Shares, or Performance Units.
CHANGE IN CONTROL. All Options shall immediately vest and become exercisable,
all restrictions on Restricted Stock shall immediately lapse, and all
Performance Units shall immediately be payable upon the occurrence of a Change
in Control of Associated. Such vesting of Options and lapse of restrictions on
Restricted Stock shall result in all Options and corresponding SARs becoming
immediately exercisable and all Performance Shares being immediately payable.
A Change in Control of Associated shall occur if:
(a) 25% or more of the outstanding voting securities of Associated changes
ownership as a result of a tender offer;
(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 is 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 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 Code, of which Associated is a member; or
(d) A person, within the meaning of sections 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.
For purposes hereof, ownership of voting securities shall take into account
and shall include ownership as determined by applying the provisions of Rule
13d-3(d)(1)(i) (relating to options) of the Exchange Act.
MISCELLANEOUS. No Participant, whether or not he or she has been awarded any
Options, SARs, Stock Awards, Performance Share Awards, or Performance Units,
shall thereby obtain any continuing right to employment by Associated. No
Awards shall be assignable or transferable other than by will or by the laws
of descent and distribution. All Awards shall be adjusted as necessary to
reflect a merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, or other change in the corporate structure of
Associated.
18
<PAGE>
The Committee may amend the Stock Plan without the approval of the
shareholders of Associated in any respect, unless any such amendment would
materially increase the benefits available thereunder, increase the number of
shares subject to the Stock Plan, or materially modify the requirements for
eligibility under the Stock Plan, in which case the approval of the holders of
the majority of the outstanding shares must be obtained. No amendment to the
Stock Plan may affect any outstanding Awards.
FEDERAL INCOME TAX CONSEQUENCES. The grant of a nonqualified stock option is
not a taxable event. Upon the exercise of a nonqualified stock option, a
recipient will generally be required to recognize, as compensation income, the
excess of the fair market value of the shares subject to such nonqualified
option on the date of exercise over the exercise price of the nonqualified
stock option.
With regard to ISOs, no income will be recognized by a recipient upon transfer
to him or her of shares pursuant to the exercise of an ISO, provided that the
recipient does not dispose of the shares received before he or she has held
such shares for at least one year and at least two years have passed since
such recipient was granted the option. Assuming compliance with this and other
applicable tax provisions, a recipient will realize long-term capital gain or
loss when he or she disposes of the shares, measured by the difference between
the option price and the amount received for the shares at the time of
disposition. If the recipient disposes of shares acquired by exercise of the
option before the expiration of the above-noted periods, any amount realized
from such disqualifying disposition will be taxable as compensation income in
the year of disposition to the extent that the lessor of: (a) fair market
value on the date the option was exercised; or (b) the amount realized upon
such disposition, exceeds the option price. Any amount realized in excess of
fair market value on the date of exercise will be treated as long- or short-
term capital gain, depending upon the holding period of the shares. If the
amount realized upon such disposition is less than the option price, the loss
will be treated as long- or short-term capital loss, depending upon the
holding period of the shares.
The receipt of a SAR is not a taxable event; the SAR is taxable only upon
exercise. Upon the exercise of a SAR, a recipient will generally be required
to recognize, as compensation income, any cash received.
The receipt of Stock Awards is not taxed until the date upon which the
forfeiture and nontransferability restrictions on such shares lapse. On that
date, the excess of the fair market value of such shares over the amount the
recipient paid for the shares (usually zero) would be recognized as
compensation income. In addition, any cash received pursuant to Stock Awards
would be recognized as compensation income on the date received. A recipient's
holding period for any shares received pursuant to a Stock Award begins only
after the restrictions on such shares lapse.
Associated will be entitled to a deduction for federal income tax purposes at
the same time and in the same amount as the recipient is considered to have
realized compensation income in connection with the exercise of a nonqualified
option, SAR, or other Award. No deduction will be allowed to Associated for
federal income tax purposes at the time of the grant or exercise of an ISO. At
the time of a disqualifying disposition of an ISO by a recipient, Associated
will be entitled to a deduction for the amount taxable to the recipient as
compensation income.
The discussion above is based upon present federal income tax laws, and thus
is subject to change when such laws change.
19
<PAGE>
PROPOSAL 3
RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
Subject to ratification by shareholders at the Annual Meeting, the Audit
Committee has recommended to the Board, and the Board has approved, the
selection of the independent public accounting firm of KPMG Peat Marwick LLP
to audit Associated's consolidated financial statements for the 1997 fiscal
year. KPMG Peat Marwick LLP audited Associated's consolidated financial
statements for the year ended December 31, 1996. 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 will appoint other
independent accountants whose appointment for any period subsequent to the
1997 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,
1997.
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,
/s/ Brian R. Bodager
Brian R. Bodager
General Counsel & Corporate Secretary
Green Bay, Wisconsin
March 24, 1997
20
<PAGE>
PROXY PROXY
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 23, 1997
The undersigned hereby appoints John S. Holbrook, Jr., James F. Janz, and
John C. Meng, 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 3, 1997, at the Annual Meeting of
Shareholders to be held on April 23, 1997, 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, 2, and 3 and any such matters which may come before the
meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND
FOR PROPOSALS 2 AND 3.
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN, AND DATE THIS PROXY ON THE REVERSE
SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
/ FOLD AND DETACH HERE /
- - -------------------------------------------------------------------------------
[ASSOCIATED BANC-CORP LOGO]
ASSOCIATED BANC-CORP
1997 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Associated Banc-Corp will be held at the
Oshkosh Hilton and Convention Center in Oshkosh, Wisconsin, at 11:00 a.m. on
Wednesday, April 23, 1997.
Beginning at 10:00 a.m., we will again present an economic/investment update.
Associated's Trust professionals will provide an update on the equity market
and interest rate environment as they affect us as investors. A continental
breakfast reception of coffee, juice, and pastries is planned for 9:00 a.m.
until the start of the meetings.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS, IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED. PLEASE VOTE YOUR SHARES AND SIGN
THE PROXY CARD PRINTED ABOVE. PLEASE NOTE THAT THE SHARES REFLECTED ON THE
PROXY CARD ARE THE SHARES YOU HELD ON THE RECORD DATE OF MARCH 3, 1997, AND DO
NOT INCLUDE THE SHARES RECEIVED AS A RESULT OF ASSOCIATED'S 6-FOR-5 STOCK
SPLIT EFFECTED AS A 20% STOCK DIVIDEND PAID ON MARCH 17, 1997. TEAR AT THE
PERFORATION AND MAIL THE PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE
ADDRESSED TO HARRIS TRUST & SAVINGS BANK AT YOUR EARLIEST CONVENIENCE.
If you plan to attend the Annual Meeting, please complete the RSVP Card
included with this mailing and return it to Associated Banc-Corp in the small
Business Reply Envelope. Please print attendees names carefully so we can
prepare name tags once your shares have been voted. This year we will not be
mailing admission tickets; however, your name tag will be at the registration
table and will be your admittance to the meeting.
For your convenience, we are again providing space on the RSVP Card for any
questions you may have. We always appreciate your input and interest in
Associated.
We look forward to seeing you on April 23rd.
(DIRECTIONS TO THE OSHKOSH HILTON AND CONVENTION CENTER ARE PRINTED ON THE
REVERSE OF THIS PROXY AND INVITATION.)
<PAGE>
ASSOCIATED BANC-CORP
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [_]
1. Election of Directors
Nominees: Harry B. Conlon, Ronald R. Harder, and J. Douglas Quick
For All
For [_] Withheld [_] Except [_]
-----------------------------------
(Except nominee(s) written above.)
2. To amend Associated's Restated Long-Term Incentive Stock Option Plan to
increase the number of shares available for issuance thereunder.
For [_] Against [_] Abstain [_]
3. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
Associated for the year ending December 31, 1997.
For [_] Against [_] Abstain [_]
Dated: _________________________, 1997
Signature(s)______________________________________
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN
SHARES ARE HELD BY JOINT TEN-ANTS 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 PARTNER-
SHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED
PERSON.
- - -------------------------------------------------------------------------------
/ FOLD AND DETACH HERE /
[LOGO AND MAP OF THE OSHKOSH HILTON AND CONVENTION CENTER:]
DIRECTIONS TO THE OSHKOSH HILTON AND
CONVENTION CENTER:
Coming from the North, South, East or West,
you need to approach Oshkosh from Hwy 41.
. Approaching Oshkosh, take the 9th Avenue
exit.
. Travel east on 9th Avenue for about 2
miles to Main St.
. Turn left on Main St. and go north 4
blocks. Proceed over the bridge.
. The Oshkosh Hilton Hotel is located on the
left (west) side of Main St. while the
Convention Center (where the Annual
Meeting is being held) is on the right
(east) side of Main St. There is a parking
lot adjacent to the Convention Center.
