As filed with the Securities and Exchange Commission on February 17, 1998
Registration No. 333-
---------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Associated Banc-Corp
(Exact name of registrant as specified in its charter)
Wisconsin 39-1098068
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
112 North Adams Street
P.O. Box 13307
Green Bay, WI 54307-3307
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Associated Banc-Corp
Restated Long-Term Incentive Stock Option Plan
(Full title of the plan)
Brian R. Bodager, Esq.
General Counsel and Corporate Secretary
Associated Banc-Corp
112 North Adams Street
P.O. Box 13307
Green Bay, WI 54307-3307
(920) 433-3166
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to registered offering price aggregate offering registration
be registered (1)(2) per share(3) price(3) fee
- -------------------------------------------------------------------------------
Common Stock....720,000 $51.625 $37,170,000 $10,965.15
===============================================================================
(1) Subject to increase (or decrease) in accordance with Rule 416(a) under the
Securities Act of 1933, as amended (the "Securities Act") to reflect a merger,
consolidation, reorganization, recapitalization, stock dividend, stock split, or
other change in the corporate structure of the Registrant which results in a
change in the number of shares issuable pursuant to outstanding awards under the
plan.
(2) Pursuant to Rule 429 under the Securities Act, the Registrant combines
200,000 shares of Common Stock previously registered under Form S-8 Registration
Statement (Commission File No. 33-16952) and 442,000 shares of Common Stock
previously registered under Form S-8 Registration Statement (Commission File No.
33-35560) (as adjusted by stock dividends to 750,200 shares) and 600,000 shares
of Common Stock previously registered under Form S-8 Registration Statement
(Commission File No. 33-86790) with 600,000 additional shares of Common Stock
(as adjusted by stock dividends to 720,000 shares) registered hereunder.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h)(1) under the Securities Act on the basis of
the average of the high ($52.25) and low ($51.00) prices of the Registrant's
common stock on the National Association of Securities Dealers, Inc. Automated
Quotation/National Market System on February 12, 1998.
----------------------------------------------------------------------
Page 1 of 32
Exhibit Index Appears on Page II-2
<PAGE>
This Registration Statement is being filed to register additional shares for the
Associated Banc-Corp Restated Long-Term Incentive Stock Option Plan of 1987.
Pursuant to instruction E of the General Instructions to Form S-8, the contents
of Registration Statement Nos. 33-35560 and 33-86790 are incorporated by
reference. Accordingly, the only information contained herein is information
currently required by Form S-8 which was not required at the date that
Registration Statement Nos. 33-35560 and 33-86790 became effective.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended
(hereinafter, the "Securities Act") and the "Note" to Part I of Form
S-8).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by Associated Banc-Corp (the "Registrant") are incorporated by
reference in this Registration Statement:
(a) Annual Report on Form 10-K of Associated Banc-Corp for the fiscal
year ended December 31, 1996, dated March 24, 1997.
(b) Quarterly Report on Form 10-Q for the quarter ended September 30,
1997, dated November 14, 1997.
(c) The description of the Registrant's common stock set forth in the
Registrant's registration statement pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any
amendment or report filed for the purpose of updating any such description.
All documents subsequently filed by the Registrant pursuant to Section
13(a) and (c) of the Exchange Act and any definitive proxy or information
statements filed pursuant to Section 14 of the Exchange Act in connection with
any subsequent shareholders' meeting and any reports filed pursuant to Section
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities that have not been sold, will be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is incorporated under the Wisconsin Business Corporation
Law (the "WBCL"). Under Section 180.0851 of the WBCL the Registrant shall
indemnify a director or officer, to the extent such person is successful on the
merits or otherwise in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding, if such person was a party to such proceeding
because he or she was a director or officer of the Registrant. In all other
cases, the Registrant shall indemnify a director or officer against liability
incurred in a proceeding to which such person was a party because he or she was
a director or officer of the Registrant, unless it is determined that he or she
breached or failed to perform a duty owed to the Registrant and such breach or
failure to perform constitutes: (i) a willful failure to deal fairly with the
Registrant or its shareholders in connection with a matter in which the director
or officer has a material conflict of interest; (ii) a violation of criminal
law, unless the director or officer had reasonable cause to believe his or her
conduct was lawful or no reasonable cause to believe his or her conduct was
unlawful; (iii) a transaction from which the director or officer derived an
improper personal profit; or (iv) willful misconduct. Section 180.0858 of the
WBCL provides that subject to certain limitations; the mandatory indemnification
provisions do not preclude any additional right to indemnification or allowance
of expenses that a director or officer may have under the Registrant's articles
of incorporation, bylaws, a written agreement or a resolution of the Board of
Directors or shareholders.
<PAGE>
Section 180.0859 of the WBCL provides that it is the public policy of the State
of Wisconsin to require (or) permit indemnification, allowance of expenses and
insurance to the extent required or permitted under Sections 180.0850 to
180.0858 of the WBCL for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating the offer,
sale, or purchase of securities.
The Registrant's Articles of Incorporation provide no provisions in
relation to the indemnification of directors and officers of the Registrant.
Article XI of the Registrant's Bylaws ("Article XI") authorizes
indemnification of officers and directors of the Registrant. Article XI provides
that the Registrant shall indemnify a director, officer, employee, or agent of
the Registrant for all reasonable expenses as incurred to the extent such
individual has been successful on the merits or otherwise in the defense of any
threatened, pending, or completed civil, criminal, administrative, or
investigative action, suit, arbitration, or other proceeding, whether formal or
informal (including, but not limited to, any act or failure to act alleged or
determined (i) to have been negligent; (ii) to have violated the Employee
Retirement Income Security Act of 1974; or (iii) to have violated Sections
180.0833, 180.1202, and 180.0832 of the Wisconsin Statutes, or any successor
thereto, regarding improper dividends, distributions of assets, or loans to
directors) which involves foreign, federal, state, or local law and which is
brought by or in the right of the Registrant or by any other person or entity,
to which the director, officer, employee, or agent was a party because he or she
is a director, officer, employee, or agent. In all other cases, the Registrant
shall indemnify a director, officer, employee, or agent of the Registrant
against liability and expenses incurred by such person in a proceeding unless it
is determined that he or she breached or failed to perform a duty owed to the
Registrant and other conditions specified in the Articles apply. Article XI
defines a director, officer, employee, or agent as (i) a natural person who is
or was a director, officer, employee, or agent of the Registrant, (ii) a natural
person who, while a director, officer, employee, or agent of the Registrant, is
or was serving either pursuant to the Registrant's specific request or as a
result of the nature of such person's duties to the Registrant as a director,
officer, partner, trustee, member of any governing or decision making committee,
employee, or agent of another corporation or foreign corporation, partnership,
joint venture, trust, or other enterprise, and (iii) a person who while a
director, officer, employee, or agent of the Registrant, is or was serving an
employee benefit plan because his or her duties to the Registrant also impose
duties on, or otherwise involve services by, the person to the plan or to
participants in or beneficiaries of the plan. Unless the context requires
otherwise, Article XI indemnification extends to the estate or personal
representative of a director, officer, employee, or agent.
All officers, directors, employees, and agents of controlled
subsidiaries of the Registrant shall be deemed for purposes of Article XI to be
serving as such officers, directors, employees, and agents at the request of the
Registrant. The right to indemnification granted to such officers, directors,
employees, and agents by Article XI is not subject to any limitation or
restriction imposed by any provision of the Articles of Incorporation or Bylaws
of a controlled subsidiary. For purposes of Article XI, a "controlled
subsidiary" means any corporation at least 80% of the outstanding voting stock
of which is owned by the Registrant or another controlled subsidiary of the
Registrant.
The right of indemnification under Article XI may be amended only by an
affirmative vote of a majority of the shares present or represented at an annual
or special shareholders meeting at which a quorum is present. Any reduction in
the right to indemnification provided by Article XI would only be prospective
from the date of the vote.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Exhibit
10 Restated Long-Term Incentive Stock Option Plan
24(b) Consent of KPMG Peat Marwick LLP
25 Powers of Attorney
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes;
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this Registration Statement to include any material
information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any
material change to such information in this Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in
this registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Green Bay, State of Wisconsin, on this 17th day
of February, 1998.
ASSOCIATED BANC-CORP
By: /s/ Harry B. Conlon
Name: Harry B. Conlon
Title: Chairman, President and Chief
Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Capacity Date
/s/ Harry B. Conlon * Chairman, President, October 29, 1997
- -------------------------------- Chief Executive Officer
Harry B. Conlon and a Director
Robert S. Gaiswinkler * Director October 29, 1997
- --------------------------------
Robert S. Gaiswinkler
Robert C. Gallagher * Executive Vice President October 29, 1997
- -------------------------------- and a Director
Robert C. Gallagher
Ronald R. Harder * Director October 29, 1997
- --------------------------------
Ronald R. Harder
John S. Holbrook, Jr. * Director October 29, 1997
- --------------------------------
John S. Holbrook, Jr.
William R. Hutchinson * Director October 29, 1997
- --------------------------------
William R. Hutchinson
Robert P. Konopacky * Director October 29, 1997
- --------------------------------
Robert P. Konopacky
Dr. George R. Leach * Director October 29, 1997
- --------------------------------
Dr. George R. Leach
John C. Meng * Director October 29, 1997
- --------------------------------
John C. Meng
J. Douglas Quick * Director October 29, 1997
- --------------------------------
J. Douglas Quick
John C. Seramur * Director October 29, 1997
- --------------------------------
John C. Seramur
John H. Sproule * Director October 29, 1997
- --------------------------------
John H. Sproule
Ralph R. Staven * Director October 29, 1997
- --------------------------------
Ralph R. Staven
Norman L. Wanta * Director October 29, 1997
- --------------------------------
Norman L. Wanta
Senior Vice President,
/s/ Joseph B. Selner * Chief Financial Officer February 17, 1998
- -------------------------------- and Chief Accounting Officer
Joseph B. Selner
*Harry B. Conlon hereby signs this Registration Statement on February 17, 1998,
on his own behalf and on behalf of each of the indicated persons for whom he
is attorney-in-fact pursuant to a power of attorney filed herewith.
/s/ Harry B. Conlon
Harry B. Conlon
<PAGE>
INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Description of Document Number
10 Restated Long-Term Incentive Stock Option Plan 8
24(b) Consent of KPMG Peat Marwick LLP 19
25 Powers of Attorney 20
<PAGE>
EXHIBIT 10
ASSOCIATED BANC-CORP
THE RESTATED LONG-TERM INCENTIVE STOCK PLAN
Section I. Purpose of the Plan. The purpose of this Associated Banc-Corp
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 two Directors, all of whom must qualify as non-employee directors
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
issued on May 31, 1996, (the "Exchange Act") or any successor rule. 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; 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 January 1, 2004. 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.
(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, any non-vested portion of any nonqualified stock option granted to such
Participant shall terminate immediately.
(iv) Except as described below, 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 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
<PAGE>
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 (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. 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 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, any non-vested portion of any ISO granted to such Participant shall
terminate immediately.
(iv) Except as described below, 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 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.
<PAGE>
(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:
(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. In the event of the termination of
employment of a recipient of Restricted Stock for any reason except death,
Retirement or Permanent Disability, the
<PAGE>
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 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 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."
<PAGE>
(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.
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.
Any shares issued under the Plan may consist in whole or in part of
authorized and unissued shares of treasury shares, and 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 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 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.
<PAGE>
(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.
(ii) 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 NASDAQ National Market System 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.
(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.
<PAGE>
(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. 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.
<PAGE>
(p) Governing Law. This Plan shall be governed, administered,
construed and enforced according to the laws of the United States and the
State of Wisconsin law 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, however, that the
Board of Directors may not materially increase the benefits accruing to
Participants under the Plan, increase the number of shares of Common Stock
reserved for purposes of the Plan, or materially modify the requirements as to
eligibility for participation in the Plan without further approval by the
affirmative vote of at least a majority of the holders of the outstanding shares
of Common Stock. Except as provided herein, no amendment, suspension or
termination of the Plan may affect 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 2,559,884 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.
Section VII. Effective Date and Term of the Plan. Subject to shareholder
approval, the effective date of the Plan is January 1, 1994, and 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.
Adopted by the Administrative Committee of the Board of Directors: January 26,
1994.
Adopted by the Board of Directors: January 26, 1994.
<PAGE>
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.
/s/ Brian R. Bodager
Brian R. Bodager
Dated:
April 4 , 1994
<PAGE>
EXHIBIT 24(b)
Consent Of Independent Public Accountants
The Board of Directors
Associated Banc-Corp:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
February 11, 1998
<PAGE>
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Associated
Banc-Corp, a Wisconsin corporation (the "Corporation"), which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 (the "Act"), a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's Restated Long-Term Incentive
Stock Option Plan, hereby constitutes and appoints Harry B. Conlon and Brian R.
Bodager, and each of them, his true and lawful attorneys-in-fact and agents,
with full power to act without the others, for him and in his name, place, and
stead, in any and all capacities, to sign such Registration Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed, with all exhibits hereto, and any and all documents in
connection therewith, with the SEC, and to appear before the SEC in connection
with any matter relating to such Registration Statement and to any and all
amendments thereto (including post-effective amendments), hereby granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person, and hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.
/s/ Robert C. Gallagher
Robert C. Gallagher
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Associated
Banc-Corp, a Wisconsin corporation (the "Corporation"), which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 (the "Act"), a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's Restated Long-Term Incentive
Stock Option Plan, hereby constitutes and appoints Harry B. Conlon and Brian R.
Bodager, and each of them, his true and lawful attorneys-in-fact and agents,
with full power to act without the others, for him and in his name, place, and
stead, in any and all capacities, to sign such Registration Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed, with all exhibits hereto, and any and all documents in
connection therewith, with the SEC, and to appear before the SEC in connection
with any matter relating to such Registration Statement and to any and all
amendments thereto (including post-effective amendments), hereby granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person, and hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.
/s/ Robert S. Gaiswinkler
Robert S. Gaiswinkler
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Associated
Banc-Corp, a Wisconsin corporation (the "Corporation"), which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 (the "Act"), a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's Restated Long-Term Incentive
Stock Option Plan, hereby constitutes and appoints Harry B. Conlon and Brian R.
Bodager, and each of them, his true and lawful attorneys-in-fact and agents,
with full power to act without the others, for him and in his name, place, and
stead, in any and all capacities, to sign such Registration Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed, with all exhibits hereto, and any and all documents in
connection therewith, with the SEC, and to appear before the SEC in connection
with any matter relating to such Registration Statement and to any and all
amendments thereto (including post-effective amendments), hereby granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person, and hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.
/s/ Ronald R. Harder
Ronald R. Harder
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Associated
Banc-Corp, a Wisconsin corporation (the "Corporation"), which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 (the "Act"), a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's Restated Long-Term Incentive
Stock Option Plan, hereby constitutes and appoints Harry B. Conlon and Brian R.
Bodager, and each of them, his true and lawful attorneys-in-fact and agents,
with full power to act without the others, for him and in his name, place, and
stead, in any and all capacities, to sign such Registration Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed, with all exhibits hereto, and any and all documents in
connection therewith, with the SEC, and to appear before the SEC in connection
with any matter relating to such Registration Statement and to any and all
amendments thereto (including post-effective amendments), hereby granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person, and hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.
/s/ John S. Holbrook, Jr.
John S. Holbrook, Jr.
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Associated
Banc-Corp, a Wisconsin corporation (the "Corporation"), which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 (the "Act"), a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's Restated Long-Term Incentive
Stock Option Plan, hereby constitutes and appoints Harry B. Conlon and Brian R.
Bodager, and each of them, his true and lawful attorneys-in-fact and agents,
with full power to act without the others, for him and in his name, place, and
stead, in any and all capacities, to sign such Registration Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed, with all exhibits hereto, and any and all documents in
connection therewith, with the SEC, and to appear before the SEC in connection
with any matter relating to such Registration Statement and to any and all
amendments thereto (including post-effective amendments), hereby granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person, and hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.
/s/ William R. Hutchinson
William R. Hutchinson
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Associated
Banc-Corp, a Wisconsin corporation (the "Corporation"), which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 (the "Act"), a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's Restated Long-Term Incentive
Stock Option Plan, hereby constitutes and appoints Harry B. Conlon and Brian R.
Bodager, and each of them, his true and lawful attorneys-in-fact and agents,
with full power to act without the others, for him and in his name, place, and
stead, in any and all capacities, to sign such Registration Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed, with all exhibits hereto, and any and all documents in
connection therewith, with the SEC, and to appear before the SEC in connection
with any matter relating to such Registration Statement and to any and all
amendments thereto (including post-effective amendments), hereby granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person, and hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.
/s/ Robert P. Konopacky
Robert P. Konopacky
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Associated
Banc-Corp, a Wisconsin corporation (the "Corporation"), which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 (the "Act"), a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's Restated Long-Term Incentive
Stock Option Plan, hereby constitutes and appoints Harry B. Conlon and Brian R.
Bodager, and each of them, his true and lawful attorneys-in-fact and agents,
with full power to act without the others, for him and in his name, place, and
stead, in any and all capacities, to sign such Registration Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed, with all exhibits hereto, and any and all documents in
connection therewith, with the SEC, and to appear before the SEC in connection
with any matter relating to such Registration Statement and to any and all
amendments thereto (including post-effective amendments), hereby granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person, and hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.
/s/ George R. Leach
Dr. George R. Leach
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Associated
Banc-Corp, a Wisconsin corporation (the "Corporation"), which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 (the "Act"), a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's Restated Long-Term Incentive
Stock Option Plan, hereby constitutes and appoints Harry B. Conlon and Brian R.
Bodager, and each of them, his true and lawful attorneys-in-fact and agents,
with full power to act without the others, for him and in his name, place, and
stead, in any and all capacities, to sign such Registration Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed, with all exhibits hereto, and any and all documents in
connection therewith, with the SEC, and to appear before the SEC in connection
with any matter relating to such Registration Statement and to any and all
amendments thereto (including post-effective amendments), hereby granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person, and hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.
/s/ John C. Meng
John C. Meng
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Associated
Banc-Corp, a Wisconsin corporation (the "Corporation"), which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 (the "Act"), a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's Restated Long-Term Incentive
Stock Option Plan, hereby constitutes and appoints Harry B. Conlon and Brian R.
Bodager, and each of them, his true and lawful attorneys-in-fact and agents,
with full power to act without the others, for him and in his name, place, and
stead, in any and all capacities, to sign such Registration Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed, with all exhibits hereto, and any and all documents in
connection therewith, with the SEC, and to appear before the SEC in connection
with any matter relating to such Registration Statement and to any and all
amendments thereto (including post-effective amendments), hereby granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person, and hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.
/s/ J. Douglas Quick
J. Douglas Quick
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Associated
Banc-Corp, a Wisconsin corporation (the "Corporation"), which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 (the "Act"), a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's Restated Long-Term Incentive
Stock Option Plan, hereby constitutes and appoints Harry B. Conlon and Brian R.
Bodager, and each of them, his true and lawful attorneys-in-fact and agents,
with full power to act without the others, for him and in his name, place, and
stead, in any and all capacities, to sign such Registration Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed, with all exhibits hereto, and any and all documents in
connection therewith, with the SEC, and to appear before the SEC in connection
with any matter relating to such Registration Statement and to any and all
amendments thereto (including post-effective amendments), hereby granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person, and hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.
/s/ John C. Seramur
John C. Seramur
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Associated
Banc-Corp, a Wisconsin corporation (the "Corporation"), which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 (the "Act"), a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's Restated Long-Term Incentive
Stock Option Plan, hereby constitutes and appoints Harry B. Conlon and Brian R.
Bodager, and each of them, his true and lawful attorneys-in-fact and agents,
with full power to act without the others, for him and in his name, place, and
stead, in any and all capacities, to sign such Registration Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed, with all exhibits hereto, and any and all documents in
connection therewith, with the SEC, and to appear before the SEC in connection
with any matter relating to such Registration Statement and to any and all
amendments thereto (including post-effective amendments), hereby granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person, and hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.
/s/ John H. Sproule
John H. Sproule
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Associated
Banc-Corp, a Wisconsin corporation (the "Corporation"), which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 (the "Act"), a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's Restated Long-Term Incentive
Stock Option Plan, hereby constitutes and appoints Harry B. Conlon and Brian R.
Bodager, and each of them, his true and lawful attorneys-in-fact and agents,
with full power to act without the others, for him and in his name, place, and
stead, in any and all capacities, to sign such Registration Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed, with all exhibits hereto, and any and all documents in
connection therewith, with the SEC, and to appear before the SEC in connection
with any matter relating to such Registration Statement and to any and all
amendments thereto (including post-effective amendments), hereby granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person, and hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.
/s/ Ralph R. Staven
Ralph R. Staven
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Associated
Banc-Corp, a Wisconsin corporation (the "Corporation"), which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington, D.C.,
under the provisions of the Securities Act of 1933 (the "Act"), a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's Restated Long-Term Incentive
Stock Option Plan, hereby constitutes and appoints Harry B. Conlon and Brian R.
Bodager, and each of them, his true and lawful attorneys-in-fact and agents,
with full power to act without the others, for him and in his name, place, and
stead, in any and all capacities, to sign such Registration Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed, with all exhibits hereto, and any and all documents in
connection therewith, with the SEC, and to appear before the SEC in connection
with any matter relating to such Registration Statement and to any and all
amendments thereto (including post-effective amendments), hereby granting such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person, and hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.
/s/ Norman L. Wanta
Norman L. Wanta
Director
<PAGE>
February 17, 1998
Securities and Exchange Commission
450 5th Street N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies/Gentlemen:
RE: Associated Banc-Corp (0-5519)
Registration Statement on Form S-8
Pursuant to regulations of the Securities and Exchange Commission, submitted
herewith for filing on behalf of Associated Banc-Corp is its Registration
Statement on Form S-8, including Exhibits. The Registration Statement relates to
the registration of additional shares for the Company's existing Restated
Long-Term Incentive Stock Option Plan.
The filing fee of $10,965.15 has been paid by wire transfer.
Sincerely,
Brian R. Bodager
Chief Administrative Officer
General Counsel & Corporate Secretary
