As filed with the Securities and Exchange Commission on March 12, 1999
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)
1200 Hansen Road
P.O. Box 13307
Green Bay, WI 54307-3307
(920) 491-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Associated Banc-Corp
Amended and Restated Long-Term Incentive Stock Plan
(Full title of the plan)
Brian R. Bodager, Esq.
General Counsel and Corporate Secretary
Associated Banc-Corp
1200 Hansen Road
P.O. Box 13307
Green Bay, WI 54307-3307
(920) 491-7001 (Name, address,
including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Amount Proposed Proposed Amount
securities to be maximum maximum of
to be registered offering price aggregate offering registration
registered (1)(2) per share(3) price(3) fee
- -------------------------------------------------------------------------------
Common Stock.. 1,875,000 $33.75 $63,281,250 $17,592.19
===============================================================================
(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 ($34.50) and low ($33.00) prices of the Registrant's
common stock on the National Association of Securities Dealers, Inc. Automated
Quotation/National Market System on March 10, 1999.
Page 1 of 29
Exhibit Index Appears on Page II-2
<PAGE>
This Registration Statement is being filed to register additional shares for the
Associated Banc-Corp Amended and Restated Long-Term Incentive Stock Plan.
Pursuant to instruction E of the General Instructions to Form S-8, the contents
of Registration Statement Nos. 33-35560, 33-86790, and 333-46467 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, 33- 86790, and 333-46467 became
effective.
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 11th day of
March, 1999.
ASSOCIATED BANC-CORP
By: /s/ HARRY B. CONLON
Name: Harry B. Conlon
Title: Chairman and Chief Executive Officer
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 of the Board and March 11, 1999
Harry B. Conlon Chief Executive Officer
Robert S. Gaiswinkler * Director January 27, 1999
- ------------------------
Robert S. Gaiswinkler
Robert C. Gallagher * President, COO, and a Director January 27, 1999
- ------------------------
Robert C. Gallagher
Ronald R. Harder * Director January 27, 1999
- ------------------------
Ronald R. Harder
John S. Holbrook, Jr. * Director January 27, 1999
- ------------------------
John S. Holbrook, Jr.
William R. Hutchinson * Director January 27, 1999
- ------------------------
William R. Hutchinson
Robert P. Konopacky * Director January 27, 1999
- ------------------------
Robert P. Konopacky
Dr. George R. Leach * Director January 27, 1999
- ------------------------
Dr. George R. Leach
John C. Meng * Director January 27, 1999
- ------------------------
John C. Meng
J. Douglas Quick * Director January 27, 1999
- ------------------------
J. Douglas Quick
John C. Seramur * Director January 27, 1999
- ------------------------
John C. Seramur
John H. Sproule * Director January 27, 1999
- ------------------------
John H. Sproule
Ralph R. Staven * Director January 27, 1999
- ------------------------
Ralph R. Staven
Norman L. Wanta * Director January 27, 1999
- ------------------------
Norman L. Wanta
Senior Vice President,
/s/ JOSEPH B. SELNER Chief Financial Officer March 11, 1999
Joseph B. Selner Chief Accounting Officer
*Harry B. Conlon hereby signs this Registration Statement on March
11, 1999, 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 Amended and Restated Long-Term Incentive Stock Plan 5
24(b) Consent of Independent Public Accountants 16
25 Powers of Attorney 18
<PAGE>
EXHIBIT 10
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 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 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.
(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 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 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.
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.
(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.
(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.
(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 5,074,856 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.
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.
Adopted by the Board of Directors: January 28, 1998.
Approved by the Shareholders at the April 22, 1998, 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 LLP
Chicago, Illinois
March 11, 1999
<PAGE>
Consent Of Independent Public Accountants
We consent to the use of our report dated January 22, 1998, with respect to the
financial statements of First Financial Corporation incorporated herein by
reference in the Registration Statement of Associated Banc-Corp on Form S-8
filed on March 12, 1999 for the registration of 1,875,000 shares of its common
stock.
/s/ ERNST & YOUNG LLP
Milwaukee, Wisconsin
March 12, 1999
<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 Amended and Restated
Long-Term Incentive Stock 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 27th day of January, 1999.
/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 Amended and Restated
Long-Term Incentive Stock 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 27th day of January, 1999.
/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 Amended and Restated
Long-Term Incentive Stock 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 27th day of January, 1999.
/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 Amended and Restated
Long-Term Incentive Stock 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 27th day of January, 1999.
/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 Amended and Restated
Long-Term Incentive Stock 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 27th day of January, 1999.
/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 Amended and Restated
Long-Term Incentive Stock 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 27th day of January, 1999.
/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 Amended and Restated
Long-Term Incentive Stock 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 27th day of January, 1999.
/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 Amended and Restated
Long-Term Incentive Stock 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 27th day of January, 1999.
/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 Amended and Restated
Long-Term Incentive Stock 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 27th day of January, 1999.
/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 Amended and Restated
Long-Term Incentive Stock 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 27th day of January, 1999.
/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 Amended and Restated
Long-Term Incentive Stock 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 27th day of January, 1999.
/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 Amended and Restated
Long-Term Incentive Stock 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 27th day of January, 1999.
/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 Amended and Restated
Long-Term Incentive Stock 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 27th day of January, 1999.
/s/ Norman L. Wanta
Norman L. Wanta
Director
<PAGE>
