<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] No fee required.
[_] 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:
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(4) Date Filed:
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Notes:
<PAGE>
LOGO
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
1997 FORM 10-K ANNUAL REPORT
<PAGE>
LOGO
March 20, 1998
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 22, 1998, at
the Walter Theatre, Abbot Pennings Hall of Fine Arts, St. Norbert College, De
Pere, 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,
LOGO
H. B. Conlon
Chairman, President and Chief Executive Officer
112 North Adams St. P.O. Box 13307 Green Bay, WI 54307-3307 920-433-3166 Fax
920-433-3261
<PAGE>
ASSOCIATED BANC-CORP
112 North Adams Street
Green Bay, Wisconsin 54301
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1998
Holders of Common Stock of Associated Banc-Corp:
The Annual Meeting of Shareholders of Associated Banc-Corp will be held at the
Walter Theatre, Abbot Pennings Hall of Fine Arts, St. Norbert College, Third
Street, De Pere, Wisconsin, on Wednesday, April 22, 1998, at 11:00 a.m. for
the purpose of considering and voting on:
1. The election of nine directors. Management's nominees are named in the
accompanying Proxy Statement.
2. The approval of Associated's Amended and Restated Long-Term Incentive Stock
Plan.
3. The ratification of the selection of KPMG Peat Marwick LLP as independent
auditors for Associated for the year ending December 31, 1998.
4. Such other business as may properly come before the meeting and all
adjournments thereof.
The Board of Directors has fixed March 2, 1998, 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
Chief Administrative Officer
General Counsel & Corporate Secretary
Green Bay, Wisconsin
March 20, 1998
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 22, 1998
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 22, 1998, and at any and all adjournments
thereof.
Solicitation of proxies by mail is expected to commence on March 20, 1998, 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) proxy committee members who are Directors and will determine whether
or not a quorum is present. The proxy committee members 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 2, 1998, 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 50,685,915 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, Class B Director,
and Class C Director. The nine 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
1
<PAGE>
executive offices not later than November 24, 1998. 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, 1998, the trust departments of four wholly-owned
subsidiaries were, in a fiduciary capacity, the beneficial owners of 4,320,831
shares of Common Stock, constituting 8.52% 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 3,337,967 6.59%
200 North Adams Street
Green Bay, Wisconsin 54301
Associated Bank, N.A. Common 612,630 1.21%
100 West Wisconsin Avenue
Neenah, Wisconsin 54956
Associated Bank Lakeshore, N.A. Common 216,647 *
1000 Franklin Street
Manitowoc, Wisconsin 54220
Associated Trust Company, N.A. Common 153,587 *
--------- -----
401 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
4,320,831 8.52%
========= =====
</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 1,167,236 shares with sole
voting power; 28,731 shares with shared voting power; 4,017,564 shares
with sole investment power; and 303,267 shares with shared investment
power.
CORPORATE ANNUAL REPORT
The 1997 Corporate Report of Associated, which includes unaudited historical
consolidated statements of financial condition, statements of income, and per
share and selected financial data for the years ended December 31, 1987
through 1997, has been mailed concurrently with this proxy statement to
shareholders as of the Record Date. The 1997 Corporate Report and the 1997
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. On October 29, 1997 (the "Merger Date"), Associated
acquired the shares of First Financial Corporation in a merger of equals (the
"Merger"). The terms of the Merger Agreement provided that the Board of
Directors of Associated be comprised of seven directors from the Associated
Board of Directors and seven directors from the First Financial Corporation
Board of Directors. Two directors, Mr. Robert Feitler and Mr. James F. Janz,
retired from Associated's Board following the Special Meeting of Shareholders
on October 27, 1997. Pursuant to Associated's Articles of Incorporation, the
seven directors from First Financial appointed on the Merger Date must stand
for election at the 1998 Annual Meeting of Shareholders. Five directors in
Class C, Messrs. Gaiswinkler, Gallagher, Konopacky, Meng, and Sproule, all of
whom are members of the present Board, are to be elected at the Annual
Meeting. The Class C directors will serve for a term of three years to expire
in April 2001. In addition, two directors in Class A, Messrs. Leach and
Seramur, each of whom are members of the present Board, are to be elected at
the Annual Meeting. The Class A directors will serve for a term of one year to
expire in April 1999. Also, two directors in Class B, Messrs. Staven and
Wanta, each 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 two 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. The Bylaws were amended by
the Board of Directors on October 27, 1997, to provide for the appointment of
a First Financial director regardless of that individual's age at the time of
such appointment for a term to expire at the next Annual Meeting. Six
directors are over age 65. 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 28, 1998, Board meeting, Associated's Board voted
unanimously to waive the age limitation for Messrs. Gaiswinkler, Konopacky,
Leach, Sproule, Staven, and Wanta. The remaining directors will continue to
serve until their terms have expired or until their successors have been
elected. On January 28, 1998, the six directors who are over age 65 executed
letter agreements wherein each agreed to tender their resignation should the
Board in subsequent years not waive their age limitation and extend their term
of service pursuant to Associated's Bylaws.
The 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 nominees.
The information presented below as to principal occupation and shares of
Common Stock beneficially owned as of February 28, 1998, 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 C, THREE-YEAR TERM EXPIRING APRIL 2001
ROBERT S. GAISWINKLER has been a director of Associated since October 1997. He
has been Chairman of the Board of First Financial Bank since 1988. From 1977
to 1997 he served on the Board of Directors of First Financial Corporation, a
thrift holding company that merged with Associated in 1997. From 1977 through
March 1988, he served as President and Chief Executive Officer of National
Savings & Loan
3
<PAGE>
Association, which merged into First Financial Bank at such time. He is past
Chairman of America's Community Bankers and former member of the Advisory
Committees of the Federal Home Loan Bank Board and Federal National Mortgage
Association. He is also a past Chairman of the Board of Directors of Channels
10/36 Friends, Inc., a citizens group supporting public broadcasting. Mr.
Gaiswinkler also served as a member of the State of Wisconsin Savings and Loan
Review Board. 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: 59.
ROBERT P. KONOPACKY has been a director of Associated since October 1997. He
is the retired President of Mid-State Photo, Inc., which was merged into a
subsidiary of Fuqua Industries. Mr. Konopacky was President of Mid-State
Distributors, a wholesale beverage distributor in Stevens Point, Wisconsin,
from 1974 through 1987. From 1978 to 1997 he served on the Board of Directors
of First Financial Corporation, a thrift holding company that merged with
Associated in 1997. Age: 74.
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., Green Bay, Wisconsin, since
December 1989. Schreiber Foods, Inc. markets cheese and bacon products to the
food service industry and national retailers. Prior to 1989, he was President
and Chief Operating Officer of Schreiber Foods, Inc. Age: 53.
JOHN H. SPROULE has been a director of Associated since October 1997. He has
been retired from Envirex, Inc., a Rexnord Company, since May 1, 1987, after
more than 34 years of service to Rexnord. He was President of Envirex, Inc.,
Waukesha, Wisconsin, a manufacturer of waste and waste water treatment
equipment, from 1983 through October 1986. From 1978 until September 1983, he
was Executive Vice President and General Manager of Envirex, Inc. From 1977 to
1997 he served on the Board of Directors of First Financial Corporation, a
thrift holding company that merged with Associated in 1997. Age: 70.
NOMINEES FOR CLASS A, ONE-YEAR TERM EXPIRING APRIL 1999
DR. GEORGE R. LEACH has been a director of Associated since October 1997. He
is presently retired. Before retirement in 1993, he practiced as an
optometrist in Stevens Point, Wisconsin, since 1949. He is a Fellow Emeritus
of the American Academy of Optometry and a past President of the Wisconsin
Optometric Association. From 1965 to 1997 he served on the Board of Directors
of First Financial Corporation, a thrift holding company that merged with
Associated in 1997. Age: 74.
JOHN C. SERAMUR has been a director of Associated since October 1997. He has
served as Vice Chairman of Associated since October 1997. He has been
President, Chief Executive Officer, and Chief Operating Officer of First
Financial Corporation, a thrift holding company that merged with Associated in
1997, and its subsidiary, First Financial Bank, since 1966. He served as
President and Chief Executive Officer of one of the predecessor institutions
to the Bank. He served as a director of the Federal Home Loan Bank of Chicago,
is a former member of the Savings Association Insurance Fund Industry Advisory
Committee, and is past Chairman of the Wisconsin League of Financial
Institutions. Mr. Seramur also serves as a director of Northland Cranberries,
Inc. Age: 55.
NOMINEES FOR CLASS B, TWO-YEAR TERM EXPIRING APRIL 2000
RALPH R. STAVEN has been a director of Associated since October 1997. He
served as Chairman of the Board of First Financial Corporation, a thrift
holding company that merged with Associated in 1997, and First Financial Bank
from 1984 through 1988, he was also Chairman of the Board, President, and
Chief Executive Officer of a predecessor savings institution to the Bank and
was Chief Executive Officer of First Financial Corporation and First Financial
Bank from 1984 through 1986. Mr. Staven has over 48 years of experience in the
thrift industry. He has served as President of the Wisconsin Savings League
(1973), as
4
<PAGE>
director of the Federal Home Loan Bank of Chicago (1973-1977), and as the
representative from the Chicago District on the Federal Home Loan Bank Board
Advisory Committee (1976-1979). Age: 76.
NORMAN L. WANTA has been a director of Associated since October 1997. He is a
retired attorney. From 1946 through 1982, he engaged in the general practice
of law in the City of Stevens Point and served as corporate counsel to one of
the predecessor savings institutions of First Financial Bank for 17 years.
From 1965 to 1997 he served on the Board of Directors of First Financial
Corporation, a thrift holding company that merged with Associated in 1997.
Age: 75.
DIRECTORS CONTINUING IN OFFICE
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: 58.
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 Fund Group. Age: 55.
CLASS B DIRECTORS WITH TERMS 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: 62.
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, Neenah, Wisconsin, since 1982 and has been an officer since 1973.
Jewelers Mutual Insurance Company is 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. He is a director of Associated Bank, N.A., Neenah, an
affiliate of Associated, and is Chairman of its Trust Committee. Age: 54.
J. DOUGLAS QUICK has been a director of Associated since July 1991. He has
been President and Chief Executive Officer of Lakeside Foods, Inc., Manitowoc,
Wisconsin, since 1986. Lakeside Foods, Inc. is a food processor of primarily
canned and frozen vegetables. He has been a director of Associated Bank
Lakeshore, National Association, an affiliate of Associated, since 1986. Age:
52.
5
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
Listed below is information as of February 28, 1998, 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>
TITLE OF CLASS NAME OF BENEFICIAL OWNER AMOUNT OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
-------------- ------------------------ ------------------------------ ----------------
<C> <S> <C> <C>
Common Harry B. Conlon 233,325 *
Common Robert Feitler (1) 31,373 *
Common Robert S. Gaiswinkler 111,588 *
Common Robert C. Gallagher 203,006 *
Common Ronald R. Harder 1,936 *
Common John S. Holbrook, Jr. 10,896 *
Common William R. Hutchinson 3,221 *
Common James F. Janz (1) 7,197 *
Common Robert P. Konopacky 49,725 *
Common George R. Leach 51,785 *
Common John C. Meng 8,660 *
Common Donald E. Peters (2) 154,828 *
Common J. Douglas Quick 10,427 *
Common John C. Seramur 697,805 1.38
Common John H. Sproule 62,347 *
Common Ralph R. Staven 159,030 *
Common Norman L. Wanta 64,029 *
Common Gordon J. Weber (2) 101,186 *
Directors and Executive
Common Officers (3) 2,432,203 4.80%
</TABLE>
* Denotes percentage is less than 1%.
- ---------------------
(1) Retired from the Board of Directors on October 27, 1997.
(2) Named Executive Officer, non-director.
(3) Includes directors and executive officers as a group (31 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 and two special meetings during 1997. The
directors attended 94% 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 96% during 1997.
The Audit Committee, composed of Messrs. Harder (Chairman), Hutchinson, and
Janz, all of whom are outside directors, held four meetings during 1997. 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 Audit
Committee for 1998 is composed of Messrs. Harder (Chairman), Hutchinson,
Konopacky, Leach, Staven, and Wanta.
6
<PAGE>
The Administrative Committee, composed of Messrs. Feitler (Chairman),
Holbrook, and Quick, all of whom are outside directors, held three meetings
through October 29, 1997. Messrs. Quick (current Chairman), Gaiswinkler,
Holbrook, and Sproule, all of whom are outside directors, held one meeting in
December 1997. 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.
DIRECTOR COMPENSATION
Associated compensates each nonemployee director for services by payment of an
annual retainer and meeting fee. For the year ended December 31, 1997, such
annual retainer was $12,000 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. Former
First Financial directors added to the Associated Board in October 1997
received a pro rata share of the annual retainer for two months' service to
the Board.
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
1997. The percentage of consolidated shareholders' equity represented by loans
made in such transactions was 8.95% at December 31, 1997. 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.
EXECUTIVE COMPENSATION
The following table sets forth information concerning all cash compensation
paid or accrued for services rendered in all capacities to Associated, First
Financial Corporation, and their respective affiliates for the fiscal years
ended December 31, 1997, 1996, and 1995, of those persons who were, at
December 31, 1997, the Chief Executive Officer of Associated and the other
four most highly compensated executive officers of Associated or its
affiliates (the "Named Executive Officers").
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION (1) AWARDS
------------------ ------------
SECURITIES
UNDERLYING ALL OTHER
SALARY OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITION (2) YEAR ($) BONUS ($) (#) (3) ($) (4)
- ------------------------------- ---- ------ --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Harry B. Conlon 1997 $407,692 $225,000 15,000 $ 73,351(5)
Chairman, President & 1996 $375,000 $135,000 15,000 $ 65,366
CEO, Associated 1995 $355,000 $130,000 15,000 $ 57,349
John C. Seramur 1997 $745,000 $335,250 0 $197,350(6)
Vice Chairman, Associated; 1996 $720,000 $288,000 0 $257,177
President & CEO, FFB 1995 $680,000 $272,000 0 $242,544
Robert C. Gallagher 1997 $325,385 $160,000 12,000 $ 52,634(7)
Vice Chairman, Associated; 1996 $300,000 $128,000 12,000 $ 51,204
Chairman & CEO, ABGB 1995 $287,000 $125,000 12,000 $ 48,944
Donald E. Peters 1997 $273,500 $ 68,376 0 $ 57,944(8)
Director of Systems and 1996 $261,500 $ 62,999 0 $ 58,165
Operations, Associated 1995 $250,000 $ 60,000 0 $ 51,615
Gordon J. Weber 1997 $234,423 $ 88,000 8,400 $ 26,351(9)
CEO Associated Southern 1996 $230,000 $ 49,500 9,000 $ 24,363
Region 1995 $209,807 $ 52,500 9,000 $ 25,616
</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 1997,
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 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. First Financial Bank
("FFB") is a thrift headquartered in Stevens Point, Wisconsin, with 125
offices located throughout Wisconsin and northern Illinois.
(3) Option grants reflect a 25% stock split effected in the form of a stock
dividend in 1995 and a 20% stock split effected in the form of a stock
dividend in 1997.
(4) 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 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.
(5) Includes Retirement Plan contribution of $15,680, SERP contribution of
$46,717, Employee Stock Purchase Plan contribution of $600, and life
insurance premiums of $10,354.
(6) Includes Retirement Plan contribution of $24,029, SERP contribution of
$172,455, and life insurance premiums of $866.
(7) Includes Retirement Plan contribution of $15,680, SERP contribution of
$28,810, and life insurance premiums of $8,144.
(8) Includes Retirement Plan contribution of $24,029, SERP contribution of
$33,049, and life insurance premiums of $866.
(9) Includes Retirement Plan contribution of $12,480, SERP contribution of
$12,431, and life insurance premiums of $1,440.
8
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- ------------------------------------------------------------------ ----------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- --------------- ------------ ------------ ----------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
H. B. Conlon 15,000 5.92% $35.2083 1-29-07 $ 332,134.66 $ 841,694.44
J. C. Seramur -- -- -- -- -- --
R. C. Gallagher 12,000 4.74% $35.2083 1-29-07 $ 265,707.73 $ 673,355.55
D. E. Peters -- -- -- -- -- --
G. J. Weber 8,400 3.32% $35.2083 1-29-07 $ 185,995.41 $ 471,348.88
</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
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
SHARES FY-END (#)(2) AT FY-END ($)(3)
ACQUIRED ON VALUE ------------------------- ---------------------------
NAME EXERCISE (#) REALIZED ($)(4) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------- ------------ --------------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
H. B. Conlon -- -- 63,150 29,850 $2,049,047.89 $693,512.51
J. C. Seramur(5) 34,000 $428,450.00 4,207 -- 190,390.73 --
R. C. Gallagher 16,800 439,995.60 50,219 23,881 1,680,424.45 554,840.96
D. E. Peters(5) 31,950 908,474.38 60,663 -- 2,867,021.40 --
G. J. Weber -- -- 51,089 17,311 1,855,048.74 404,188.44
</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 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 Stock Market on December 31, 1997, of
$55.125 per share.
(4) Market price at date of exercise of options, less option exercise price,
times number of shares, equals value realized.
(5) Executives had previously been granted options to purchase shares of
common stock of First Financial which were converted into options to
purchase shares of the Common Stock in connection with the Merger.
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 33 35
J. C. Seramur 31 41
R. C. Gallagher 17 22
D. E. Peters 16 33
G. J. Weber 26 41
</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 TOTAL ANNUAL BENEFIT AFTER SPECIFIED YEARS IN PLAN (2)
ANNUAL ------------------------------------------------------------
COMPENSATION (1) 20 25 30 35 40 45
- ---------------- ------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
250,000 49,600 71,600 99,650 135,475 181,200 239,550
300,000 59,520 85,920 119,580 162,570 217,440 287,460
350,000 69,440 100,240 139,510 189,665 253,680 335,370
400,000 79,360 114,560 159,440 216,760 289,920 383,280
450,000 89,280 128,880 179,370 243,855 326,160 431,190
500,000 99,200 143,200 199,300 270,950 362,400 479,100
550,000 109,120 157,520 219,230 298,045 398,640 527,010
600,000 119,040 171,840 239,160 325,140 434,880 574,920
650,000 128,960 186,160 259,090 352,235 471,120 622,830
700,000 138,880 200,480 279,020 379,330 507,360 670,740
750,000 148,800 214,800 298,950 406,425 543,600 718,650
800,000 158,720 229,120 318,880 433,520 579,840 766,560
850,000 168,640 243,440 338,810 460,615 616,080 814,470
900,000 178,560 257,760 358,740 487,710 652,320 862,380
950,000 188,480 272,080 378,670 514,805 688,560 910,290
1,000,000 198,400 286,400 398,600 541,900 724,800 958,200
1,250,000 248,000 358,000 498,250 677,375 906,000 1,197,750
</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 $125,000 for 1997).
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. Prior to the Merger Date, compensation decisions for executive
officers of Associated who were previously employed by First Financial Bank
were made by First Financial Bank's Compensation Committee, consistent with
their stated objectives and policies. On and after the Merger Date,
compensation decisions with respect to such individuals have been approved by
the Committee. It establishes the base salary and incentive compensation of
the chief executive officer and approves base salaries and bonuses of 17 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 four members.
10
<PAGE>
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 1997 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 1997, 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 1997, 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 1997 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 1997 was
established based upon the Committee's overall evaluation of the chief
executive officer's performance, including the achievement of corporate
financial performance goals, individual goals that were established during the
year, and achievements relating to the First Financial transaction. The
11
<PAGE>
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 1997 reflected the fact that the earnings per share
threshold and all other goals were achieved and further reflect achievements
related to the First Financial transaction. Based upon its consultant's
advice, the Committee believes that the total of 1997 salary and bonus for the
chief executive officer was consistent with Associated's policy.
STOCK OPTIONS. The Committee administers and grants options under the Stock
Plan. Options have been granted at irregular intervals in the past. During
1997, options for 253,169 shares were granted to 87 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. The Committee's policy with
respect to Section 162(m) of the Code is to qualify such compensation for
deductibility where practicable. Options granted under the Stock Plan have
been structured to qualify as performance-based compensation and, accordingly,
the compensation realized upon the exercise of such options will be fully
deductible by Associated. The Committee does not anticipate that the
compensation from Associated to any executive officer, other than John
Seramur, during fiscal year ending December 31, 1998, will exceed the limits
on deductibility.
ADMINISTRATIVE COMMITTEE
Robert S. Gaiswinkler, Member John S. Holbrook, Jr., Secretary
J. Douglas Quick, Chairman John H. Sproule, 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, 1992, and ending December 31, 1997.
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, 1992.
LOGO
<TABLE>
<CAPTION>
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
<S> <C> <C> <C> <C> <C> <C>
ASSOCIATED 100.00 120.80 128.02 188.92 201.38 319.77
Nasdaq Bank 100.00 114.04 113.63 169.22 223.41 377.44
S&P 500 100.00 110.04 111.39 153.27 188.43 251.27
</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 22 senior officers are currently
eligible to participate under the Deferred Compensation Plan including each of
the Named Executive Officers. Currently, Messrs. Conlon, Gallagher, and Peters
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
13
<PAGE>
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.
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
21 senior officers are currently designated to participate under the Plan.
Prior to Change of Control, from time to time, the CEO is authorized to
designate participating senior officers. Messrs. Conlon, Gallagher, and Weber
are the only Named Executive Officers who participate.
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, 1997, Associated's officers, directors, and greater than 10% beneficial
owners complied with all applicable Section 16(a) filing requirements, other
than with respect to Mr. Konopacky for whom one transaction was inadvertently
reported late.
EMPLOYMENT AND SEVERANCE AGREEMENTS. Messrs. Seramur and Peters are party to
agreements which were modified and assumed by Associated in connection with
the Merger. The agreements originally
14
<PAGE>
provided for the payment of severance if the executive's employment was
terminated by Associated other than for cause or by the executive for good
reason (as such terms are defined in the Agreement and Plan of Merger among
Associated, Badger Merger Corp., and First Financial dated as of May 14,
1997). The modified agreements provide that Associated will make such payments
to Messrs. Seramur and Peters the earlier of 15 days prior to resignation with
good reason or termination without cause or 2 years after October 29, 1997, or
upon death or disability.
These payments, which are limited to the maximum amount that can be paid
without adverse tax consequences under Section 280G of the Internal Revenue
Code of 1986, as amended, will be equal to three times, in the case of Mr.
Seramur, and two times, in the case of Mr. Peters, the average annual
compensation that was paid by First Financial and subsidiaries and includable
in their gross income for federal tax purposes for the calendar year 1992
through 1996. The cash payments to each of Messrs. Seramur and Peters will be
approximately $2.9 million and $519,000, respectively. Such executives also
will be eligible for paid health care coverage for 24 months following
termination (in addition to the right to pay for coverage for 12 months
thereafter), and continuation of fringe benefits. Also, under the terms of
First Financial's Supplemental Executive Retirement Plan, Mr. Seramur will
receive an annual annuity for ten years certain or life of approximately
$157,000, and Mr. Peters will receive an annual annuity for ten years of
approximately $20,000.
Four other officers of Associated who were previously officers of First
Financial are party to agreements which are substantially similar to the
agreement with Mr. Peters. Such executives will receive no later than October
29, 1999, cash payments equal to approximately $1,204,000 in the aggregate and
annual annuities for ten years ranging from approximately $14,000 to $49,000
(assuming that their employment is not terminated by Associated for cause or
by the executive without good reason).
15
<PAGE>
PROPOSAL 2
APPROVAL OF THE ASSOCIATED BANC-CORP
AMENDED AND RESTATED LONG-TERM INCENTIVE STOCK 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 or other stock-based awards 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. The following summary is qualified
by reference to the full text of the Amended and Restated Long-Term Incentive
Stock Plan (the "Amended Stock Plan"), which is set forth as Exhibit A to this
Proxy Statement.
SUMMARY OF THE AMENDED STOCK PLAN. On January 28, 1998, the Board adopted,
upon the recommendation of the Committee, subject to shareholder approval, an
amendment and restatement of Associated's Stock Plan to increase the number of
shares available for issuance thereunder by an additional 1,500,000 shares, to
extend the term of the Amended Stock Plan through the tenth anniversary of the
date of shareholder approval thereof, and to make certain other amendments
that reflect recent changes in Section 16 of the Exchange Act and other
amendments that are described below. 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 Amended Stock Plan be increased by 1,500,000 shares, subject to adjustment
for stock splits and stock dividends. 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. The Board of Directors on January 22, 1997, 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 23, 1997. 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 was
2,559,884 shares. As of December 31, 1997, a total of 1,575,349 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 865,278 shares remaining available to be issued.
16
<PAGE>
AWARDS GRANTED. Awards under the Amended Stock Plan are determined by the
Committee in its discretion. For this reason, it is not possible to determine
the benefits and amounts that will be received by any individual participant
or group of participants in the future. During the period from January 1,
1997, to December 31, 1997, the grants of options shown on the table below
were made:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION NUMBER OF OPTIONS
--------------------------- -----------------
<S> <C>
H. B. Conlon 15,000
Chairman, President & CEO, Associated
J. C. Seramur None
Vice Chairman, Associated; President & CEO, FFB
R. C. Gallagher 12,000
Vice Chairman, Associated; Chairman & CEO, ABGB
D. E. Peters None
Director of Systems and Operations, Associated
G. J. Weber 8,400
CEO, Associated Southern Region
Executive Group 61,200
Non-Executive Director Group None
Non-Executive Officer Employee Group 63,600
</TABLE>
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 Amended Stock Plan. No grants of Awards have been made subject to
shareholder approval of the Amended Stock Plan.
THE BOARD RECOMMENDS THAT SHAREHOLDERS OF ASSOCIATED VOTE FOR APPROVAL OF THE
AMENDED STOCK PLAN.
ADMINISTRATION. The Amended Stock Plan is administered by the Committee;
provided, that grants made to a member of the Committee are required to be
made by the Board. The Committee must always be composed of not less than
three directors. All aspects of the administration of the Amended Stock Plan
and the granting of any awards thereunder are within the sole and exclusive
direction of the Committee. The members of the Committee presently constitute
both "non-employee directors" and "outside directors" for purposes of Rule
16b-3 promulgated under the Exchange Act and Section 162(m) of the Code,
respectively.
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 Amended Stock Plan (the "Participants"). Directors of
Associated, including members of the Committee (although no such grants are
presently contemplated), are eligible for participation in the Amended Stock
Plan.
AWARDS. The Amended 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"); provided, that ISOs may only be granted
to employees. 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 Amended Stock
Plan; and (d) alter any of the foregoing.
In order to comply with Section 162(m) of the Code, the following limitations
apply to grants of Options or SARs under the Amended Stock Plan: (i) no
Participant will be granted Options or SARs under the Amended Stock Plan to
receive more than 50,000 shares of Common Stock in any fiscal year, provided
that Associated may make an additional one-time grant of up to 20,000 shares
to newly hired employees; and (ii) no Participant will be granted Options or
SARs under the Amended Stock Plan to purchase more than 500,000 shares over
the term of the Amended Stock Plan, provided that, if the number of shares
available for issuance under the Amended Stock Plan is increased, the maximum
number of Options or
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SARs that any Participant may be granted also automatically will increase by a
proportionate amount equal of shares for each additional fiscal year in which
shares are allocated for issuance under the Amended Stock Plan.
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 Stock 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. Unless the Committee determines otherwise,
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 earlier of one year or the
expiration date of the Option.
All Options shall be evidenced at the time of grant by written agreements
setting forth all of the terms and conditions of such Options. At the
discretion of the Committee, the Agreement may include certain restrictive
covenants and penalties for the breach thereof. 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 held for a period of at
least six months (valued at their fair market value on the date of exercise),
or any combination thereof.
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.
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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.
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.
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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 of the Amended Stock Plan, 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. Awards
shall be assignable or transferable at the discretion of the Committee or 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.
The Amended Stock Plan modified the amendment provision to provide that the
Board may amend the Amended Stock Plan without the approval of the
shareholders of Associated in any respect, except to the extent required by
law or the rules of The Nasdaq Stock Market or any other exchange or market on
which any of Associated's securities are traded. No amendment to the Amended
Stock Plan may impair 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 lesser 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.
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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, subject to Section 162(m) of the Code. 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.
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 1998 fiscal
year. KPMG Peat Marwick LLP audited Associated's consolidated financial
statements for the year ended December 31, 1997. 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
1998 Annual Meeting of Shareholders shall be subject to the ratification by
the shareholders at that meeting.
THE BOARDS RECOMMENDS THAT YOU VOTE FOR THE SELECTION OF KPMG PEAT MARWICK LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 1998.
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
Chief Administrative Officer
General Counsel & Corporate Secretary
Green Bay, Wisconsin
March 20, 1998
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EXHIBIT A
ASSOCIATED BANC-CORP
AMENDED AND RESTATED LONG-TERM INCENTIVE STOCK PLAN
SECTION I. PURPOSE OF THE PLAN. The purpose of this Associated Banc-Corp
Amended and Restated Long-Term Incentive Stock Plan (the "Plan") is (i) to
associate more closely the interests of certain key employees of Associated
Banc-Corp (the "Company") and its affiliated units and directors of the
Company (the "Participants") with those of the Company's stockholders by
encouraging stock ownership, (ii) to provide long-term incentives and rewards
to those key employees of the Company and its affiliated units who are in a
position to contribute to the long-term success and growth of the Company, and
(iii) to assist the Company in retaining and attracting key employees with
requisite experience and ability.
SECTION II. ADMINISTRATION.
(a) THE COMMITTEE. The Plan shall be administered by the Administrative
Committee of the Company's Board of Directors (the "Committee") composed
of not less than three Directors. In the event that any member of the
Committee is to be granted Options under the Plan, then said grant shall
be made by the Board of Directors of the Company. The Board of Directors
actions in such instances shall be governed by each of the provisions of
the Plan to the extent applicable to the Committee. Options under the Plan
can be granted to officers and directors of the Company only after the
Plan has been ratified by the shareholders of the Company.
(b) AUTHORITY AND DISCRETION OF COMMITTEE. Subject to the express provisions
of the Plan and provided that all actions taken shall be consistent with
the purposes of the Plan, the Committee shall have full and complete
authority and the sole discretion to: (i) determine those key employees of
the Company and its affiliated units who shall be among the Participants;
(ii) select the Participants to whom awards are to be granted under this
Plan, (iii) determine the size and the form of the award or awards to be
granted to any Participant; (iv) determine the time or times such awards
shall be granted; (v) establish the terms and conditions upon which such
awards may be exercised and/or transferred; (vi) alter any restrictions or
vesting schedules; and (vii) adopt such rules and regulations, establish,
define and/or interpret any other terms and conditions, and make all other
determinations (which may be on a case-by-case basis) deemed necessary or
desirable for the administration of the Plan.
(c) OPTION GRANTS. Options granted under the Plan may, in the discretion of
the Committee, be either Incentive Stock Options ("ISOs") as defined in
Section 422 of the Internal Revenue Code of 1986, as amended, (the "Code")
or nonqualified stock options (collectively, "Options"). Each stock option
agreement shall specifically state, for each Option granted thereunder,
whether the Option is an ISO or a nonqualified stock option. In no event,
however, shall both an ISO and a nonqualified stock option be granted
together under the Plan in such a manner that the exercise of one Option
affects the right to exercise the other. The provisions of this Plan and
of each ISO granted hereunder shall be interpreted in a manner consistent
with Section 422 of the Code and with all valid regulations issued
thereunder. However, to the extent that any ISO granted hereunder does not
comply with the provisions of Section 422, such ISO shall be treated as a
nonqualified stock option for all purposes under the Code. ISOs may be
granted only to employees of the Company and its affiliated units. No ISO
shall be granted under the Plan subsequent to April 22, 2008. Except as
provided in Section III(h)(2), all provisions of this Plan apply to both
ISOs and nonqualified options.
SECTION III. AWARDS. Awards which the Committee may grant under the Plan may
include any or all of the following, as described herein: Any form of Option,
Stock Appreciation Right, Stock Award, Performance Shares, Performance Units
or Other Stock-Based Award granted under this Plan.
(a) NONQUALIFIED STOCK OPTIONS. Nonqualified stock options are rights to
purchase shares of the Common Stock of the Company, $.01 par value,
("Common Stock") at a price equal to the Fair Market Value of such Common
Stock on the date of grant for a predetermined period of time.
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(i) The Committee may grant nonqualified stock options either alone or in
conjunction with Stock Appreciation Rights as described in paragraph
(c) below. It shall determine the number of shares of Common Stock to
be covered by each such nonqualified stock option. Nonqualified stock
options granted hereunder shall be evidenced by option agreements
containing such terms and conditions as the Committee shall establish
from time to time consistent with the Plan.
(ii) No nonqualified stock option shall be exercisable until it is vested
and, thereafter, shall be immediately exercisable. A nonqualified
stock option shall vest in accordance with terms set forth by the
Committee at the date of grant in the option agreement.
(iii) In the event of termination of a Participant's employment with the
Company or its affiliated units for any reason, except as otherwise
provided below or as otherwise determined by the Committee in its
sole discretion, any non-vested portion of any nonqualified stock
option granted to such Participant shall terminate immediately.
(iv) Except as described below or as otherwise determined by the Committee
in its sole discretion, in the event of a Participant's voluntary or
involuntary termination of employment with the Company or its
affiliated units, the vested portion of any nonqualified stock option
granted to such Participant, but not yet exercised, shall terminate on
the date of termination of employment.
(v) If a Participant's employment with the Company or its affiliated unit
terminates by reason of the Participant's death, Permanent Disability
or Retirement, any outstanding nonqualified stock option then held by
such Participant shall remain exercisable, but only to the extent such
nonqualified stock option was exercisable on the date of such
Participant's termination of employment, until the earlier of (a) one
year following the date of termination and (b) the expiration of the
term of such Option. If on the date of such termination of employment,
any such nonqualified stock option shall not be fully exercisable, the
Committee shall have the discretion to cause such Option to continue to
become exercisable on the date or dates specified therein as if such
termination of employment had not occurred. The Committee may exercise
the discretion granted to it by the preceding sentence at the time a
nonqualified stock option is granted or at any time thereafter while
such a nonqualified stock option remains outstanding.
(vi) The Committee will determine the conditions of nonqualified stock
option exercise, but in no event may any portion of a vested
nonqualified stock option be exercisable earlier than one year (except
pursuant to a Change in Control) or later than ten years from the date
of the grant.
(vii) All nonqualified stock options shall vest immediately upon a Change
in Control, as defined in Section IV(1) hereof.
(viii) The purchase price of shares purchased pursuant to any nonqualified
stock option shall be equal to the Fair Market Value of such shares
on the date of nonqualified stock option grant, as determined by the
Committee, and shall be paid in full upon exercise, either (a) in
cash; (b) by delivery of shares of Common Stock held for a period of
at least six months (valued at their Fair Market Value on the date
of nonqualified stock option exercise, as defined in Section IV); or
(c) a combination of cash and Common Stock.
(ix) The Committee may at any time offer to buy out a nonqualified stock
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.
(b) ISO. ISOs are rights to purchase shares of the Common Stock at a price
equal to the Fair Market Value of such Common Stock on the date of grant
for a predetermined period of time. Only Participants who are key
employees (not directors who are not also employees) of the Company or an
affiliated unit shall be eligible to receive an ISO grant. However, in the
case of an ISO granted to a Participant who at the time of the grant owns
(directly or indirectly, and including the Shares
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purchasable under such ISO) stock of the Company possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of
the Company, the Option price shall be at least 110% of such 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 Option and the ISO must be exercised within 5 years of the date of
grant.
(i) The Committee shall determine the number of shares of Common Stock to
be covered by each such ISO. ISOs granted hereunder shall be evidenced
by option agreements containing such terms and conditions as the
Committee shall establish from time to time consistent with the Plan.
(ii) No ISO shall be exercisable until it is vested and, thereafter, shall
be immediately exercisable. An ISO shall vest in accordance with terms
set forth by the Committee at the date of grant in the option
agreement.
(iii) In the event of termination of a Participant's employment with the
Company or its affiliated units for any reason, except as otherwise
provided below or as otherwise determined by the Committee in its
sole discretion, any non-vested portion of any ISO granted to such
Participant shall terminate immediately.
(iv) Except as described below or as otherwise determined by the Committee
in its sole discretion, in the event of a Participant's voluntary or
involuntary termination of employment with the Company or its
affiliated units, the vested portion of any ISO granted to such
Participant, but not yet exercised, shall terminate on the date of
termination of employment.
(v) If a Participant's employment with the Company or its affiliated unit
terminates by reason of the Participant's death, Permanent Disability
or Retirement, any outstanding ISO then held by such Participant shall
remain exercisable, but only to the extent such option was exercisable
on the date of such Participant's termination of employment, until the
earlier of (a) one year following the date of termination and (b) the
expiration of the term of such ISO. If on the date of such termination
of employment, any such ISO shall not be fully exercisable, the
Committee shall have the discretion to cause such ISO to continue to
become exercisable on the date or dates specified therein as if such
termination of employment had not occurred. The Committee may exercise
the discretion granted to it by the preceding sentence at the time an
ISO is granted or at any time thereafter while such an ISO remains
outstanding.
(vi) The Committee will determine the conditions of Option exercise, but in
no event may any portion of a vested ISO be exercisable earlier than
one year (except pursuant to a Change in Control) or later than ten
years from the date of the grant.
(vii) All ISOs shall vest immediately upon a Change in Control, as defined
in Section IV(1) hereof.
(viii) The purchase price of shares purchased pursuant to any ISO shall be
equal to the Fair Market Value of such shares on the date of grant,
as determined by the Committee, and shall be paid in full upon
exercise, either (a) in cash; (b) by delivery of shares of Common
Stock (valued at their Fair Market Value on the date of ISO
exercise, as defined in Section IV); or (c) a combination of cash
and Common Stock.
(ix) The Committee may at any time offer to buy out an ISO 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.
(c) STOCK APPRECIATION RIGHTS. Stock Appreciation Rights are rights to receive
cash and/or Common Stock in lieu of the purchase of shares under a related
Option. The Committee may grant Stock Appreciation Rights to any optionee
either at the time of the grant of the Option or subsequently, by
amendment to such grant. All Stock Appreciation Rights shall be evidenced
by option agreements containing such terms and conditions as the Committee
shall establish from time to time consistent with the Plan and shall be
granted subject to the following terms and conditions and such other terms
and conditions as the Committee may establish:
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(i) Each Stock Appreciation Right shall be exercisable at the same time as
the related Option is exercisable.
(ii) Each Stock Appreciation Right shall entitle the holder thereof to
surrender to the Company a portion of or all of the unexercised, but
exercisable, related Option. With respect to each share of Common
Stock as to which an optionee's Option is surrendered upon exercise of
any Stock Appreciation Right, the optionee shall be entitled to
receive, in cash or in shares of Common Stock, the economic value of
such Stock Appreciation Right. Such economic value shall be equal to
the excess of the Fair Market Value (determined on the date of
exercise of such Stock Appreciation Right) of one share of Common
Stock over the option price per share specified in the related Option.
The Optionee shall not be required to pay the Option exercise price
upon surrender of the Option upon exercise of the related Stock
Appreciation Right.
(iii) Each surrender of a portion of or all of an Option upon the exercise
of a Stock Appreciation Right shall cause a share-for-share reduction
in the number of shares of Common Stock covered by the related
Option.
(iv) Stock Appreciation Rights, when exercised, may be paid for by the
Company in cash or Common Stock. The Committee shall have the sole and
absolute discretion to determine the relative amounts of cash or
Common Stock which may be paid or issued upon exercise of Stock
Appreciation Rights.
(d) RESTRICTED STOCK AWARDS. Restricted Stock Awards are stock grants, the
payment of which will depend upon the Participant's continued employment
with the Company and may depend upon the achievement of certain financial
performance objectives.
(i) The Committee may grant Restricted Stock either alone or in conjunction
with Performance Shares as described in paragraph (e) below. It shall
determine the number of shares of Restricted Stock to be covered by
each such grant.
(ii) Restricted Stock is Common Stock acquired by a Participant subject to
the restrictions described in the following subsections.
(iii) Restricted Stock may not be sold, transferred or otherwise disposed
of, pledged, or otherwise encumbered during a period set by the
Committee, commencing with the date of such award. In the event of
the termination of employment of a recipient of Restricted Stock
during such period of restriction for any reason except death,
Retirement or Permanent Disability, the recipient shall transfer or
cause to be transferred to the Company title to the Restricted Stock
owned by such recipient within 30 days following such termination.
(iv) Restriction terms and conditions will be set by the Committee at the
time of award. These conditions may include the requirement that
certain financial performance objectives of a Participant or the
Company are achieved.
(v) Upon the occurrence of the earlier of the death or Permanent Disability
of the recipient of Restricted Stock, the restrictions against sale,
transfer, and other disposition and against pledge or other encumbrance
of such Restricted Stock, which have not otherwise lapsed, shall
immediately lapse.
(vi) Upon the occurrence of Retirement, the restrictions against sale,
transfer or other disposition and against pledge or other encumbrance,
as to a portion of the Restricted Stock (Portion A), as to which
restrictions have not otherwise lapsed shall immediately lapse. The
retiree shall transfer or cause to be transferred to the Company title
to the balance of the Restricted Stock (i.e., the portion of
Restricted Stock as to which restrictions have not otherwise lapsed
and which is not included in Portion A) within 30 days following such
Retirement.
For purposes of this subsection, Portion A will be determined
separately for each block of Restricted Stock for which restrictions
are due to lapse on a different date. For each such block, Portion A
will be determined by multiplying the number of shares in such block by
a fraction, the numerator of which is
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<PAGE>
the number of months from the date of grant of that block of Restricted
Stock to the date of retiree's Retirement and the denominator of which
is the number of months from the date of grant of that block of
Restricted Stock to the date that restrictions on such block are due to
lapse, as determined by the Committee. In the event that the total
Portion A calculated for all such fraction shall be rounded up to the
nearest whole number.
By way of illustration, if a Participant was granted 100 shares of
Restricted Stock on January 1, 1994, with the restrictions on such
stock due to lapse on January 1, 1999, and 200 shares of Restricted
Stock on January 1, 1995, with the restrictions on such stock due to
lapse on January 1, 2000, and if the Participant retired on January 1,
1996, Portion A would be determined separately for the Restricted Stock
granted on January 1, 1994, and for the Restricted Stock granted on
January 1, 1995. With respect to the Restricted Stock granted on
January 1, 1994, Portion A would equal 40 shares [determined by
multiplying 100 (the number of shares in such block) by 24/60 (the
number of months from the date of grant to the date of Retirement
divided by the number of months from the date of grant to the date of
lapse)]. Thus the total amount of stock included in Portion A for the
Participant would be 60 shares (40 plus 20).
(vii) All restrictions shall lapse immediately upon a Change in Control, as
defined in Section IV(1) hereof.
(viii) Certificates issued in respect of Restricted Stock granted under the
Plan shall be registered in the name of the recipient but shall bear
the following legend:
"The transferability of this certificate and the shares of stock
represented hereby is restricted and the shares are subject to the
further terms and conditions contained in the Amended and Restated
Long-Term Incentive Stock Plan of Associated Banc-Corp (the "Company").
A copy of said Plan is on file in the office of the Secretary of the
Company at the Company's offices in Green Bay, Wisconsin."
(ix) In order to enforce the restrictions, terms and conditions on
Restricted Stock, each recipient thereof shall, immediately upon
receipt of a certificate or certificates representing such stock,
deposit such certificates, together with stock powers and such other
instructions of transfer as the Committee may require, appropriately
endorsed in blank, with the Company as Escrow Agent under an escrow
agreement in such form as shall be determined by the Committee.
(e) PERFORMANCE SHARES. Each Restricted Stock Award may be accompanied by a
Performance Share Award.
(i) On the date the restrictions lapse on an accompanying Restricted Stock
Award, each Performance Share awarded will result in payment to the
recipient of the Performance Share Award, in Common Stock or in cash,
of an amount equal to the Fair Market Value of one share of Company
Common Stock on such date multiplied by sum of the highest Federal and
state of residence of Participant marginal income tax rates in effect
in the year in which restrictions lapse. A marginal income tax rate is
the rate of tax applicable to the last dollar of income earned by the
taxpayer. The Committee shall have the sole and absolute discretion to
determine the relative amounts of cash or Common Stock which may be
paid or issued in satisfaction of a Performance Share Award.
(ii) The number of Performance Shares shall be determined by the Committee
and will be granted on the same date as is the Restricted Stock Award.
(f) PERFORMANCE UNITS. Performance Units may be awarded either alone or in
addition to other Awards granted under this Plan and shall consist of the
right to receive a fixed dollar amount, payable in cash or Common Stock or
a combination of both. The Committee shall determine the employees 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 conditions 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.
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The Committee may condition the vesting of Performance Units upon the
attainment of specified financial performance objectives of a Participant
or the Company or such other factors or criteria as the Committee shall
determine.
(g) 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,
Stock Appreciation Rights, Stock Awards, Performance Shares or Performance
Units.
(H)LIMITATIONS ON GRANTS.
1. The following limitations will apply to grants of Options or Stock
Appreciation Rights under the Plan:
(i) No Participant will be granted Options or Stock Appreciation Rights
under the Plan to receive more than 50,000 shares of Common Stock in
any fiscal year, provided that the Company may make an additional one-
time grant of up to 20,000 shares to newly hired employees; and
(ii) No Participant will be granted Options or Stock Appreciation Rights
under the Plan to purchase more than 500,000 shares over the term of
the Plan, provided that, if the number of shares available for
issuance under the Plan is increased, the maximum number of Options or
Stock Appreciation Rights that any Participant may be granted also
automatically will increase by a proportionate amount equal of shares
for each additional fiscal year in which shares are allocated for
issuance under the Plan.
Except as to forfeited shares, the payment of cash dividends and dividend
equivalents in conjunction with outstanding awards shall not be counted
against the shares available for issuance.
The foregoing limitations are intended to satisfy the requirements
applicable to Options and Stock Appreciation Rights so as to qualify such
awards as "performance-based compensation" within the meaning of Section
162 (m) of the Code. In the event that the Committee determines that such
limitations are not required to qualify Options or Stock Appreciation
Rights as performance-based compensation, the Committee may modify or
eliminate such limitations.
2. The following limitations will apply to grants of ISOs under the Plan:
(i) The aggregate Fair Market Value (determined at the time the ISOs are
granted) of the Shares with respect to which the ISO are exercisable
for the first time by an employee during any calendar year shall not
exceed $100,000. This limitation shall be applied by taking ISOs into
account in the order they were granted.
(ii) Shares acquired upon the exercise of an ISO shall not be disposed of
(a) within two (2) years following the date the ISO was granted; nor
(b) within one (1) year following the date shares of Common Stock are
transferred to the employee.
SECTION IV. MISCELLANEOUS PROVISIONS.
(a) RIGHTS OF RECIPIENTS OF AWARDS. A holder of Options, Stock Appreciation
Rights, Performance Shares, Performance Units and Other Stock-Based Awards
granted under the Plan shall have no rights as a shareholder of the
Company by virtue thereof unless and until certificates for shares are
issued. The holder of a Restricted Stock Award will be entitled to receive
any dividends on such shares in the same amount and at the same time as
declared on shares of Common Stock of the Company and shall be entitled to
vote such shares as a shareholder of record.
(b) ASSIGNMENT. Options, Stock Appreciation Rights, Performance Shares,
Performance Units, Other Stock-Based Awards or any rights or interests of
a Participant therein, shall be assignable or transferable by such
Participant at the discretion of the Committee or by will or the laws of
descent and distribution.
(c) FURTHER AGREEMENTS. All Options, Stock Appreciation Rights, Restricted
Stock Awards, Performance Shares, Performance Units and Other Stock-Based
Awards granted under this Plan shall
27
<PAGE>
be evidenced by agreements or other written documents from the Company, in
such form and containing such terms and conditions (not inconsistent with
this Plan) as the Committee may require. Such agreement may set forth
certain restrictive covenants applicable to the Participant and penalties
for the breach thereof, as determined by the Committee in its sole
discretion.
(d) REPLACEMENT OPTIONS. Upon cancellation of an outstanding Option,
replacement Options may be issued in an amount and with such terms as the
Committee may determine.
(e) DEFERRAL OF EXERCISE.
(i)SECURITIES LAW RESTRICTIONS. Although the Company intends to use its
best efforts so that the shares purchasable upon the exercise of
Options will be registered under, or exempt from the registration
requirements of the federal Securities Act of 1933, as amended (the
"Securities Act") and any applicable state securities law at the time
Options become exercisable, if the exercise of an Option or any part of
it would otherwise result in the violation by the Company of any
provision of the Securities Act or of any state securities law, the
Company may require that such exercise be deferred until the Company
has taken appropriate action to avoid any such violation.
(i) LEGAL AND OTHER REQUIREMENTS. No shares of Common Stock shall be issued
or transferred upon exercise of any award under the Plan unless and
until all legal requirements applicable to the issuance or transfer of
such shares and such other requirements as are consistent with the Plan
have been complied with to the satisfaction of the Committee. The
Committee may require that prior to the issuance or transfer of Common
Stock hereunder, the recipient thereof shall enter into a written
agreement to comply with any restrictions on subsequent disposition
that the Committee or the Company deem necessary or advisable under any
applicable law, regulation or official interpretation thereof.
Certificates of stock issued hereunder may bear a legend to reflect
such restrictions.
(f) WITHHOLDING OF TAXES. Pursuant to applicable Federal, state, local, or
foreign tax laws, the Company may be required to collect income or other
taxes upon the grant of certain awards, the exercise of an Option or Stock
Appreciation Right, or the lapse of restrictions on a Restricted Stock
Award or Performance Share, Performance Unit or Other Stock-Based Award.
The Company may deduct from payments made under the Plan, or require, as a
condition to such award or to the exercise of an Option or Stock
Appreciation Right, that the recipient pay the Company, at such time as
the Committee or the Company determine, the amount of any taxes which the
Committee or the Company determine, in their discretion are required to be
withheld.
(g) RIGHT TO AWARDS. No employee of the Company or its affiliated unit or
other person shall have any claim or right to be a Participant in this
Plan or to be granted an award hereunder. Neither the adoption of this
Plan nor any action taken hereunder shall be construed as giving any
Participant any right to be retained in the employ of the Company or any
affiliated unit nor shall the grant of any award hereunder constitute a
request or consent to postpone the retirement date of a Participant.
Nothing contained hereunder shall be construed as giving any Participant
or any other person any equity or interest of any kind in any assets of
the Company or creating a trust of any kind or a fiduciary relationship of
any kind between the Company and any such person. As to any claim for any
unpaid amounts under the Plan, any Participant or any other person having
a claim for payments shall be an unsecured creditor.
(h) FAIR MARKET VALUE. The "Fair Market Value" of the Common Stock of the
Company shall be determined by the Committee and shall be the closing
price as reported on The Nasdaq Stock Market as reported in the Wall
Street Journal, for the Company's Common Stock for the trading day of the
date of the grant or exercise, whichever is appropriate. If no trade
occurs on The Nasdaq Stock Market on such date, the "Fair Market Value" of
the Common Stock of the Company shall be determined by the Committee in
good faith.
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<PAGE>
(i) PERMANENT DISABILITY. "Permanent Disability" shall mean a finding by the
Committee that a Participant is fully and permanently unable to be
gainfully employed because of a physical or mental disability.
(j) RETIREMENT. "Retirement" shall mean any date on which an employee retires
under the terms and conditions of the Company's Profit Sharing &
Retirement Savings Plan provided, however, that the employee has attained
age 60 as of such date.
(k) INDEMNITY. Neither the Board of Directors nor the Company, nor any members
of either, nor any employees of the Company or its affiliated units, shall
be liable for any act, omission, interpretation, construction or
determination made in good faith in connection with their responsibilities
with respect to the Plan, and the Company hereby agrees to indemnify the
members of the Board of Directors, the members of the Committee, and the
employees of the Company and its affiliated units with respect to any
claim, loss, damage, or expense (including counsel fees) arising from any
such act, omission, interpretation, construction or determination with
respect to the Plan or any action taken pursuant to it to the full extent
permitted by law and the Articles of Incorporation of the Company.
(l) CHANGE IN CONTROL. "Change in Control" shall mean a change in control of
the Company which shall be deemed to have occurred only if:
(i) 25% or more of the outstanding voting securities of the Company changes
beneficial ownership as a result of a tender offer;
(ii) The Company 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 the
Company 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;
(iii) The Company 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 Internal Revenue Code section 1563, of which the Company is a
member; or
(iv) 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 of the Company (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.
(m) TRANSFERS AND LEAVES. A change in employment or service from the Company
to an affiliated unit of the Company, or vice versa, shall not constitute
termination of employment or service for purposes of the Plan.
Furthermore, the Committee (or Board of Directors in case of a member of
the Committee) may determine that for purposes of the Plan, a Participant
who is on leave of absence will still be considered as in the continuous
employment or service of the Company.
(n) NO FIDUCIARY RELATIONSHIP OR RESPONSIBILITY. The Plan is not subject to
ERISA. Under ERISA and related federal laws, the Company is not a
fiduciary with respect to the Plan, and has no fiduciary obligation with
respect to any Participant, beneficiary or other person claiming a right
hereunder. Further, nothing herein contained, and no action or inaction
arising pursuant hereto shall give rise under state or federal law to a
trust of any kind or create any fiduciary relationship of any kind or
degree for the benefit of Participants, any beneficiary, or any other
person.
(o) SEVERABILITY OF PROVISIONS. If any provision of this Plan is held to be
invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provisions, and this Plan shall be construed and enforced
as if such provision had not been included.
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<PAGE>
(p) GOVERNING LAW. This Plan shall be governed, administered, construed and
enforced according to the laws of the United States and the laws of the
State of Wisconsin to the extent not preempted by the laws of the United
States.
(q) WAIVER. A waiver by a party of any of the terms and conditions of this
agreement in any instance shall not be deemed or construed to be a waiver
of such term or condition for the future, or of any subsequent breach
thereof, or of any other term or condition of this agreement.
(r) ENTIRE AGREEMENT. This Plan constitutes the entire agreement between the
parties respecting the subject matter hereof, and there are no
representations, warranties, agreements, or commitments of the Company
hereto except as set forth herein. This Plan may be amended only by an
instrument in writing.
SECTION V. AMENDMENT AND TERMINATION; ADJUSTMENTS UPON CHANGES IN STOCK. The
Board of Directors of the Company may at any time, and from time to time,
amend, suspend or terminate the Plan in whole or in part; provided, that any
such amendment shall be subject to shareholder approval to the extent required
by applicable law or the rules of The Nasdaq Stock Market or any other
exchange or market on which any of the Company's securities are traded. Except
as provided herein, no amendment, suspension or termination of the Plan may
impair the rights of a Participant to whom an award has been granted without
such Participant's consent. If there shall be any change in the stock subject
to the Plan or to any Option, Stock Appreciation Right, Restricted Stock
Award, Performance Share Award, Performance Unit, Other Stock-Based Award or
other award granted under the Plan, through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split or other change
in the corporate structure, appropriate adjustments may be made by the Board
of Directors of the Company in the aggregate number and kind of shares and the
price per share subject to outstanding Options, Stock Appreciation Rights,
Restricted Awards, Performance Share Awards, Performance Units, Other Stock-
Based Awards or other awards.
SECTION VI. SHARES OF STOCK AVAILABLE. The shares available for Options, Stock
Appreciation Right Awards, Restricted Stock Awards, Performance Share Awards,
Performance Units, Other Stock-Based Awards or other awards under this Plan
shall not exceed 4,059,884 shares of the Company's common stock, $.01 par
value. This amount will be reduced upon the exercise of an Option, by the
number of shares exercised; upon the exercise of a Stock Appreciation Right,
by an amount equal to the number of shares covered by the Option cancelled due
to Stock Appreciation Rights exercised; by the number of shares which are
released due to the lapse of restrictions in case of a Restricted Stock Award;
by the number of Performance Shares paid (in cash or Common Stock) at the time
restrictions lapse on the Restricted Stock Awards which the Performance Shares
accompany; and with respect to Performance Units or Other Stock-Based Awards
paid at the time restrictions lapse on such awards. Any shares subject to an
Option hereunder that for any reason expires, terminates or is cancelled
(other than because of the exercise of an attached Stock Appreciation Right or
the unexercised expiration of such Option); shares reacquired by the Company
because the Participant's employment with the Company terminates prior to the
lapse of restrictions on Restricted Stock Awards; or Performance Shares not
paid because the participant's employment with the Company terminates prior to
the lapse of restrictions on accompanying Restricted Stock Awards will be
available for further awards. Shares of Common Stock available for Options,
Stock Appreciation Right Awards, Restricted Stock Awards and Performance Share
Awards, Performance Units or Other Stock-Based Awards may be authorized but
unissued shares, treasury shares, or shares reacquired on the open market. No
fractional shares shall be issued under the Plan. Cash may be paid in lieu of
any fractional shares and settlement of awards under the Plan.
SECTION VII. EFFECTIVE DATE AND TERM OF THE PLAN. Subject to shareholder
approval, the effective date of the amendment and restatement of the Plan is
the date on which shareholder approval is obtained (the "Effective Date").
Awards under the Plan may be made for a period of ten years commencing on such
date. The period during which an Option or other Award may be exercised may
extend beyond that time as provided herein. Unless otherwise agreed to by the
Participant in writing, awards made prior to the Effective Date shall remain
subject to the terms and conditions of the Plan prior to its amendment and
restatement and the applicable option (or other award) agreement.
30
<PAGE>
Adopted by the Administrative Committee of the Board of Directors: January 26,
1994.
Adopted by the Board of Directors: January 26, 1994.
Approved by Shareholders at the April 28, 1994, Annual Meeting.
Amended by the Board of Directors: October 23, 1996.
Amended by the Administrative Committee of the Board of Directors: January 22,
1997.
Adopted by the Board of Directors: January 22, 1997.
Approved by the Shareholders at the April 23, 1997, Annual Meeting.
Amended by the Administrative Committee of the Board of Directors: January 28,
1998.
Adopted by the Board of Directors: January 28, 1998.
[Approved by the Shareholders at the April 22, 1998, Annual Meeting.]
-------------------------------------
Brian R. Bodager
Dated:
April 22, 1998
31
<PAGE>
ASSOCIATED BANC-CORP
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [x]
1.ELECTION OF DIRECTORS--
Nominees: Robert S. Gaiswinkler, Robert C. Gallagher, Robert C. Konopacky,
George R. Leach, John C. Meng, John C. Seramur, John H. Sproule, Ralph R.
Staven, and Norman L. Wanta.
- ----------------------------------
(Except nominee(s) written above.)
For [_] Withheld [_] For All Except [_]
2. The approval of Associated's Amended and Restated Long-Term Incentive Stock
Plan.
For [_] Against [_] Abstain [_]
3. To ratify the selection of KPMG Peat Marwick LLP as independent auditors of
Associated for the year ending December 31, 1998.
For [_] Against [_] Abstain [_]
Dated: ___________________________________________________________ , 1998
Signature(s)___________________________________________________________________
- -------------------------------------------------------------------------------
RECEIPT OF NOTICE OF SAID MEETING AND OF THE PROXY STATEMENT AND ANNUAL REPORT
OF ASSOCIATED IS HEREBY ACKNOWLEDGED. PLEASE SIGN EXACTLY AS NAME APPEARS
HEREON AND DATE. 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 PRES-
IDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNER-
SHIP NAME BY AUTHORIZED PERSON.
s FOLD AND DETACH HERE s
[Associated Banc-Cor LOGO]
1998 Annual Meeting of Shareholders
The Annual Meeting of Shareholders of Associated Banc-Corp will be held at
the Walter Theatre, Abbot Pennings Hall of Fine Arts, St. Norbert College, De
Pere, Wisconsin, at 11:00 a.m. on Wednesday, April 22, 1998.
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. 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 22nd.
(DIRECTIONS TO THE WALTER THEATRE AT ST. NORBERT COLLEGE ARE PRINTED ON THE
REVERSE OF THIS PROXY AND INVITATION.)
<PAGE>
PROXY PROXY
ASSOCIATED BANC-CORP
112 NORTH ADAMS STREET, GREEN BAY, WI 54301
THIS REVOCABLE 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 22, 1998
The undersigned hereby appoints Ronald R. Harder, William R. Hutchinson, 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 2, 1998, at the
Annual Meeting of Shareholders to be held on April 22, 1998, 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 POSTAGE PAID ENVELOPE.
- -------------------------------------------------------------------------------
s FOLD AND DETACH HERE s
DIRECTIONS TO WALTER THEATRE, ST. NORBERT COLLEGE, DE PERE, WISCONSIN
From the South--Highway I-43
Take Highway I-43 to Green Bay. Exit on Highway 172 (Exit No. 180). Once you
are on Highway 172, watch for the ramp that leads to Webster Avenue. Turn left
onto Webster and proceed about two miles toward De Pere. Turn right on George
Street and cross the Claude Allouez Bridge over the Fox River. Here you'll
catch your first glimpse of St. Norbert. Once across the bridge, you will make
two left turns (since you will be on one-way streets) to get to the campus.
The Walter Theatre is located on the corner of College and Third Streets.
Parking is available in either Lot 11 (the International Center parking lot)
or Lot 6 (the Third Street lot).
From the South--Highway 41
Take Highway 41 north to the De Pere exit, turn right into the city. Turn
right on Third Street, go one block, and you will see the St. Norbert campus.
The Walter Theatre is located on the corner of College and Third Streets.
Parking is available in either Lot 11 (the International Center parking lot)
or Lot 6 (the Third Street lot).
From the North--Highway 41
Take Highway 41 south to the De Pere exit, turn left into the city. Turn
right on Third Street, go one block, and you will see the St. Norbert campus.
The Walter Theatre is located on the corner of College and Third Streets.
Parking is available in either Lot 11 (the International Center parking lot)
or Lot 6 (the Third Street lot).
From the West--Highway 29
Take Highway 29 to Green Bay. Once in the Green Bay area, take Highway 41
south to the De Pere exit, turn left at the bottom of the ramp, and proceed
into the city. Turn right on Third Street, go one block, and you will see the
St. Norbert campus. The Walter Theatre is located on the corner of College and
Third Streets. Parking is available in either Lot 11 (the International Center
parking lot) or Lot 6 (the Third Street lot).
