AMENDED AND RESTATED
ARTICLES OF INCORPORATION

ASSOCIATED BANC-CORP, a Wisconsin corporation, organized and existing under the Wisconsin Business Corporation Law, hereby amends its Articles of Incorporation and, as amended, adopts the following restated Articles of Incorporation, which shall supersede and take the place of the existing Articles of Incorporation and amendments thereto.

ARTICLE I

NAME

The name of the Corporation is ASSOCIATED BANC-CORP.

ARTICLE II

PURPOSES

The purpose or purposes for which the corporation is organized: To engage in any lawful activity within the purpose for which corporations may be organized under the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes.

ARTICLE III

CAPITAL STOCK

1.

The aggregate number of shares that the Corporation shall have authority to issue is 250,000,000 shares of Common Stock with a par value of $0.01 per share and 750,000 shares of Preferred Stock with a par value of $1.00 per share.

2.

The Preferred Stock shall be cumulative and dividends shall accrue thereon. No dividend shall be payable on the Common Stock if there are any accrued dividends on the Preferred Stock, up to and including the current quarterly dividend period for such Preferred Stock, which have not been paid, or been declared and a sum set aside for payment.

3.

The term accrued dividend on the Preferred Stock shall mean the rate of dividend per share from the date from which dividends thereon shall have first begun to accrue, less such amount or amounts as shall from time to time have been paid as dividends thereon and without regard to whether there shall be or shall have been at any time any net profits or surplus, and without regard to the amount of net profits or surplus at any time.

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4.

The Preferred Stock shall have preference in payment over the Common Stock upon voluntary or involuntary liquidation.

5.

The Preferred Stock shall have no other rights or preferences except, however, the members of the Board of Directors of the Corporation are expressly vested to divide the Preferred Stock into series and determine among each series of the Preferred Stock the following rights and preferences:

(a) The rate of dividend;

(b) The price at and the terms and conditions on which shares may be redeemed;

(c) The amount payable upon shares in the event of voluntary or involuntary liquidation;

(d) Sinking fund provisions for the redemption or purchase of shares;

(e) The terms and conditions on which shares may be converted; and

(f) Voting rights.

6.

In the event the members of the Board of Directors fail to designate any of the aforementioned characteristics (a) through (f) of Paragraph 5, the Preferred Stock shall be deemed to be issued without any such rights or preferences thereon.

7.

No holder of any capital stock of the Corporation shall have any preemptive or other subscription rights nor be entitled as of right to purchase or subscribe for any part of the unissued stock of this Corporation or of any additional stock issued by reason of any increase of authorized capital stock of this Corporation or other securities whether or not convertible into stock of this Corporation.

ARTICLE IV

BOARD OF DIRECTORS

1.

Term; Number; Qualifications. The directors of the Corporation (“directors”) shall be divided into three classes: Class A directors, Class B directors and Class C directors. Each such class shall consist, as nearly as may be possible, of one-third of the total number of directors, and any remaining directors shall be included within such class or classes as the Board of Directors shall determine. The initial term of office of Class A directors shall expire at the first annual meeting of shareholders after their election, that of Class B directors shall expire at the second annual meeting of shareholders after their election, and that of Class C directors shall expire at the third annual meeting of shareholders after their election. At each succeeding annual meeting of shareholders beginning with the annual meeting of shareholders in 1993, successors to the class of

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directors whose terms expire at such annual meeting of shareholders shall be elected for a term of three years, until the annual meeting of shareholders in 2007. Beginning with the 2007 annual meeting of shareholders of the Corporation, the Class C directors shall not be classified and shall be elected for a one-year term, and the remaining directors shall hold office until the expiration of the term to which they had previously been elected. At the 2008 annual meeting of shareholders, Class A directors and those directors elected in 2007 shall be elected for a one-year term. At the 2009 annual meeting of shareholders and each subsequent meeting, the Board shall be declassified, and all directors will be elected for a one-year term and shall hold office until the next annual meeting of shareholders and until his or her respective successors shall have been duly elected and qualified, subject, however, to prior resignation, retirement, death, or removal from office. If the number of directors is changed, under no circumstances shall a decrease in the number of directors shorten the term of any incumbent director. The number of directors of the Corporation shall be no less than three. The exact number of directors serving on the Board of Directors of the Corporation shall be determined from time to time in the sole discretion of the Board of Directors, and shall be fixed only by resolution of the entire Board of Directors. Directors need not be residents of the State of Wisconsin or shareholders of the Corporation.

2.

Vacancies. Vacancies on the Board of Directors (whether newly created by an increase in the number of directors of the Corporation in accordance with applicable law and these Articles of Incorporation of the Corporation or created by the resignation, death, or removal of a director) shall be filled only by the remaining directors (whether or not such directors constitute a quorum). If the remaining directors of the Corporation do not constitute a quorum, a vacancy may be filled only by the affirmative vote of a majority of the remaining directors. The term of any director appointed to the Board of Directors as provided in this paragraph shall expire at the next annual meeting of shareholders following such appointment.

3.

Removal. No director of the Corporation may be removed from office by the shareholders of the Corporation or by the Board of Directors except for cause. For purposes of this paragraph, “cause” shall mean only:

(a) conviction of a felony;

(b) declaration of unsound mind by an order of a court of competent jurisdiction;

(c) gross dereliction of duty; or

(d) commission of an action which constitutes intentional misconduct or a knowing violation of law and that results in both an improper substantial personal benefit and a material injury to the Corporation.

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ARTICLE V

REGISTERED OFFICE AND AGENT

At the time of the adoption of these amended and restated Articles of Incorporation, the address of the registered office of the Corporation is 1200 Hansen Road, Green Bay, Wisconsin 54304, and the registered agent at such address is Brian R. Bodager.

ARTICLE VI

AMENDMENTS

These articles may be amended in the manner authorized by law at the time of amendment.

ARTICLE VII

BUSINESS COMBINATIONS

1.

(a) Except as set forth in Section 2 of this Article, and in addition to any affirmative vote required by law or these Articles of Incorporation:

(i) any merger or consolidation of the Corporation or any subsidiary (as hereinafter defined) with or into any interested stockholder (as hereinafter defined) or any other corporation which is, or after such merger or consolidation would be, an affiliate (as hereinafter defined) of an interested stockholder;

(ii) any sale, lease, transfer, exchange, mortgage, pledge, or other disposition (in one transaction or in a series of related transactions) to or with any interested stockholder or any affiliate of any interested stockholder of all or substantially all of the assets of the Corporation;

(iii) the issuance or transfer by the Corporation or any subsidiary (in one transaction or in a series of transactions) of any voting securities of the Corporation or any subsidiary in exchange or payment for the securities or assets of any interested stockholder or any affiliate of any interested stockholder;

(iv) any recapitalization or reclassification of the shares of stock of the Corporation in any manner which would have the effect, directly or indirectly, of increasing the voting power of any interested stockholder or any affiliate of any interested stockholder; or

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(v) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of any interested stockholder or any affiliate of any interested stockholder;

(vi) shall require the affirmative vote of the holders of at least eighty percent (80%) of the then outstanding shares of capital stock of the Corporation entitled to vote in elections of directors, voting for purposes of this Article as one class.

(b) Notwithstanding the provisions of Subsection (a) above, both the affirmative vote required by Subsection (a) above and the affirmative vote of the holders of not less than eighty percent (80%) of the noninterested outstanding shares (as hereinafter defined) of capital stock of the Corporation entitled to vote in elections of directors, voting as one class for purposes of this Article, shall be required to adopt, approve or authorize any transaction described in Subsection (a) above unless:

(i) the aggregate amount of the cash and the fair market value, as of the date of the consummation of a transaction described in Subsection (a) above, of consideration other than cash to be received per share by the holders of Common Stock of the Corporation in any transaction described in Subsection (a) above shall be at least equal to the highest of the following:

(A) the highest price per share (including any brokerage commissions, transfer taxes, and soliciting dealer’s fees) paid or agreed to be paid by such interested stockholder to acquire beneficial ownership of any shares of such Common Stock;

(B) the fair market value per share of Common Stock on the date of the first public announcement of a transaction described in Subsection (a) above or on the date such interested stockholder became an interested stockholder, whichever is higher;

(C) an amount per share representing the same percentage premium over the market price per share as of the date of the consummation of a transaction described in Subsection (a) above as the price per share in (A) bears to the market price immediately prior to the time such interested stockholder became an interested stockholder; and

(D) the per share book value of such Common Stock at the end of the calendar month immediately preceding the consummation of such transaction;

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(ii) the consideration to be received per share by the holders of Common Stock of the Corporation in any transaction described in Subsection (a) above shall be in cash or in the same form as such interested stockholder previously paid for shares of Common Stock or if such interested stockholder has paid for shares of Common Stock with varying forms of consideration, the form of consideration for Common Stock shall be either cash or the form used to acquire the largest number of shares of Common Stock previously acquired by it;

(iii) after such interested stockholder has become an interested stockholder and prior to the consummation of any transaction described in Subsection (a) above:

(A) except as approved by a majority of the continuing directors, there shall have been (1) no reduction in the annual rate of dividends paid on the Common Stock below the average of the annual rate of dividends paid on the Common Stock in the prior two fiscal years (except as necessary to reflect any subdivision of the Common Stock) and (2) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization, or any similar transaction which has the effect of reducing the number of outstanding shares of Common Stock; and

(B) such interested stockholder shall not have become the beneficial owner (as hereinafter defined) of any additional shares of Common Stock except as part of the transaction which results in such interested stockholder becoming an interested stockholder;

(iv) after such interested stockholder has become an interested stockholder, such interested stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges, or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with any transaction described in Subsection (a) above or otherwise; and

(v) a proxy statement describing the proposed transaction in Subsection (a) above and complying with the requirements of the Securities and Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public stockholders of the Corporation at least thirty (30) days prior to the stockholder meeting at which the stockholder vote required by Subsection (a) above is to take place

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(whether or not such proxy statement is required to be mailed pursuant to such Act or subsequent provisions).

2.

The provisions of Section 1 of this Article shall not apply to any transaction described therein if:

(a) the Board of Directors by resolution shall have approved such transaction, provided that a majority of those members of the Board of Directors voting in favor of such resolution were continuing directors; or

(b) the transaction is solely between the Corporation and a subsidiary of the Corporation, none of the stock of which is owned by such interested stockholder or any affiliate of such interested stockholder.

3.

For purposes of this Article:

(a) an “interested stockholder” is any person who is, or at any time within the preceding twelve (12) months has been, the beneficial owner of ten percent (10%) or more of the outstanding shares of capital stock of the Corporation entitled to vote in elections of directors;

(b) “noninterested outstanding shares” are the issued and outstanding shares of the Corporation entitled to vote in elections of directors, other than any shares beneficially owned by a person who is an interested stockholder;

(c) any specified person shall be deemed to be the “beneficial owner” of shares of capital stock of the Corporation which:

(i) such specified person or any of its affiliates or associates (as hereinafter defined) owns, directly or indirectly, whether of record or not;

(ii) such specified person or any of its affiliates or associates has the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement, or understanding, whether written or unwritten, or upon exercise of conversion rights, exchange rights, warrants or options, or otherwise, or the right to vote, or the right to direct the voting of, pursuant to any agreement, arrangement, or understanding; or

(iii) are beneficially owned, directly or indirectly (including shares deemed owned through application of clauses (i) and (ii), above) by any other person with which such specified person or any of its affiliates or associates has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of stock of the Corporation or any subsidiary;

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(d) a “person” is any individual, firm, corporation, trust, or other entity;

(e) an “affiliate” of a specified person is any person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the specified person;

(f) an “associate” of a specified person is:

(i) any person (other than the Corporation or any subsidiary) of which such specified person is a director, officer, or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities;

(ii) any trust or other estate in which such specified person has a substantial beneficial interest or as to which such specified person serves as trustee or in a similar fiduciary capacity; or

(iii) any relative or spouse of such specified person, or any relative of such spouse, who has the same home as such specified person or who is a director, officer, or partner of or in any corporation or organization, or of or in the parent of any corporation or organization, in which such specified person is a director, officer, or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities;

(g) a “continuing director” is a person who was a duly elected and acting member of the Board of Directors prior to the time such interested stockholder became an interested stockholder and who is not an affiliate or associate of such interested stockholder, or a person designated (before his initial election as a director) as a continuing director by a majority of the then continuing directors; and

(h) a “subsidiary” is any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation.

4.

For purposes of determining whether a person owns beneficially ten percent (10%) or more of the outstanding shares of stock of the Corporation entitled to vote in elections of directors, the outstanding shares of stock of the Corporation shall include shares deemed owned through application of clauses (i), (ii), or (iii) of Section 3.(c) above but shall not include any other shares which may be issuable pursuant to any agreement, arrangement, or understanding, or upon exercise of conversion rights, warrants, or options, or otherwise.

5.

A majority of the continuing directors shall have the power and duty to determine, for purposes of this Article, on the basis of information known to such directors:

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(a) whether any person is an interested stockholder;

(b) the fair market value of consideration other than cash to be received by the holders of the Common Stock of the Corporation in any transaction described in this Article;

(c) the per share book value of the Common Stock of the Corporation at the end of the calendar month immediately preceding the consummation of any transaction described in this Article; and

(d) whether any person is an affiliate or associate of another.

6.

Notwithstanding the provisions of Article II of the Corporate Bylaws, the provisions of this Article may not be amended, modified, or repealed unless authorized and approved by both the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of the stock of the Corporation entitled to vote in elections of directors, voting as one class for the purposes of this Article, and the affirmative vote of the holders of not less than eighty percent (80%) of the noninterested outstanding shares of stock of the Corporation entitled to vote in elections of directors, voting as one (1) class for purposes of this Article.

ARTICLE VIII

REQUIRED VOTE

The voting requirements set forth in each of Sections 180.1003(3) (relating to amendments to the Corporation’s Articles of Incorporation); 180.1103(3) (relating to a merger of the Corporation); 180.1202(3) (relating to a sale of assets of the Corporation not in the ordinary course); 180.1402(3) (relating to a dissolution of the Corporation); and 180.1404(2) (relating to revoking a dissolution of the Corporation), of the Wisconsin Business Corporation Law, shall apply to the Corporation as set forth therein and Section 180.1706 (relating to super majority voting requirements with respect to the above listed sections) shall not apply to the Corporation.

 

 

ARTICLES OF AMENDMENT

TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

ASSOCIATED BANC-CORP

These Articles of Amendment (the “Articles of Amendment”) to the Amended and Restated Articles of Incorporation of Associated Banc-Corp, a corporation organized under Chapter 180 of the Wisconsin Statutes (the “Corporation”), are executed by the undersigned for the purpose of amending the Corporation’s Amended and Restated Articles of Incorporation. In accordance with the provisions of Sections 180.0602 and 180.1002 of the Wisconsin Statutes, the amendment, set forth below, to the Corporation’s Amended and Restated Articles of Incorporation was adopted by the Board of Directors of the Corporation without shareholder approval, which was not required.

ARTICLE I

The name of the Corporation is Associated Banc-Corp.

ARTICLE II

The following Articles of Amendment constituting an amendment to the Corporation’s Amended and Restated Articles of Incorporation were adopted by the directors of the Corporation by unanimous written consent on September 1, 2011, in accordance with Section 180.0602 of the Wisconsin Statutes:

The Amended and Restated Articles of Incorporation are amended by adding the language set forth below to ARTICLE III of the Amended and Restated Articles of Incorporation. As of the date of these Articles of Amendment, the Corporation has not issued any shares of the 8.00% Perpetual Preferred Stock, Series B, par value $1.00 per share.

(9) Designation of 8.00% Perpetual Preferred Stock, Series B.

(a) Series B Preferred Stock. There shall be a series of the Preferred Stock with the following terms, preferences, limitations, and relative rights, in addition to those otherwise expressed in these Articles of Incorporation or any amendment thereto.

(i) Designation. The distinctive designation of such series is “8.00% Perpetual Preferred Stock, Series B” (“Series B Preferred Stock”).

(ii) Number of Shares. The number of shares of Series B Preferred Stock shall be 65,000. Such number may from time to time be increased (but not in excess of the total


number of authorized shares of Preferred Stock that have not been designated as another series of Preferred Stock) or decreased (but not below the number of shares of Series B Preferred Stock then outstanding) by the Board of Directors.

(iii) Definitions. As used herein with respect to the Series B Preferred Stock:

Appropriate Federal Banking Agency” means the “appropriate Federal banking agency” with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the City of New York are not authorized or obligated by law, regulation or executive order to close.

Cumulative Dividend Period” means the period prior to the Non-Cumulative Dividend Period.

Dividend Parity Stock” has the meaning assigned to such term in Section (iv)(A)(5)(b).

Dividend Payment Date” has the meaning assigned to such term in Section (iv)(A)(1).

Dividend Period” means each period commencing on (and including) a Dividend Payment Date and continuing to (but not including) the next succeeding Dividend Payment Date (except that the first Dividend Period (i) for the initial issuance of Series B Preferred Stock shall commence upon (and include) the Issue Date and (ii) for Series B Preferred Stock issued after the Issue Date, shall commence upon (and include) the applicable Start Date).

Dividend Rate” means a rate per annum equal to 8.00%.

Issue Date” means the initial date of delivery of shares of Series B Preferred Stock.

Junior Stock” means the Common Stock and any other class or series of stock of the Corporation hereafter authorized over which Series B Preferred Stock has preference in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

Liquidation Event” has the meaning assigned to such term in Section (vi)(A).

Non-Cumulative Dividend Period” means the period commencing upon the effective date of an amendment to the Articles of Incorporation permitting issuance of Preferred Stock that pays non-cumulative dividends.

Optional Redemption” has the meaning assigned to such term in Section (v)(A)(1).

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Person” means any individual, corporation, partnership, joint venture, trust, limited liability company or corporation, unincorporated organization or government or any agency or political subdivision thereof.

Preferred Stock Directors” has the meaning assigned to such term in Section (vii)(B)(1).

Regulatory Capital Treatment Event” means the good faith determination by the Corporation that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of Series B Preferred Stock; (ii) any proposed change in those laws or regulations that is announced after the initial issuance of any share of Series B Preferred Stock; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of Series B Preferred Stock, there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation value of the shares of Series B Preferred Stock (assuming that the shares of Series B Preferred Stock are non-cumulative whether or not the determination is made during the Non-Cumulative Dividend Period) then outstanding as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Board of Governors of the Federal Reserve System, Regulation Y, 12 CFR 225 (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency), as then in effect and applicable, for as long as any share of Series B Preferred Stock is outstanding.

Regulatory Event Redemption” has the meaning assigned to such term in Section (v)(A)(2).

Start Date” means, for each share of Series B Preferred Stock, (x) the Issue Date, if such share was issued on the Issue Date, (y) if such share was not issued on the Issue Date, the date of issue, if issued on a Dividend Payment Date, or (z) otherwise, the most recent Dividend Payment Date preceding the date of issue of such share.

Voting Parity Stock” has the meaning assigned to such term in Section (vii)(B)(1).

(iv) Dividends.

A. General.

(1) Dividend Payment Dates, Dividend Rate, Etc. Holders of Series B Preferred Stock shall be entitled to receive, only when, as and if declared by the Board of Directors, or a duly authorized committee of the Board of Directors, but only out of funds legally available therefor, cash dividends computed in accordance with Section (iv)(A)(3) and payable quarterly in arrears on the 15th day of each March, June, September and December in each year (each such date a “Dividend Payment Date”), commencing on December 15, 2011, to holders of record on the 15th calendar day before such Dividend Payment Date or such other record date not more than 60 nor less than 10 days preceding such Dividend

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Payment Date fixed for that purpose by the Board of Directors or such committee in advance of payment of each particular dividend. Notwithstanding any other provision hereof, dividends on the Series B Preferred Stock shall not be declared, paid or set aside for payment to the extent such act would cause the Corporation to fail to comply with laws and regulations applicable thereto, including applicable capital adequacy guidelines.

(2) Business Day Convention. If a Dividend Payment Date is not a Business Day, the applicable dividend will be paid on the first Business Day following that day without adjustment.

(3) Dividend Computation.

(a) The amount of the dividend computed per share of Series B Preferred Stock on each Dividend Payment Date that occurs during the Cumulative Dividend Period will be equal to (x) the sum of the amounts determined as follows for each Dividend Period that has occurred since the Start Date for that share of Series B Preferred Stock, less (y) the sum of all dividends previously paid with respect to that share of Series B Preferred Stock: Multiply the Dividend Rate by 0.25, and then multiply the result so obtained by $1,000 (with the result of such calculation rounded upward if necessary to the nearest .00001 of 1%); provided that, if the Dividend Period is shorter than a full quarterly dividend period, multiply the result of that calculation by a ratio the numerator of which is the sum of the calendar days within each month encompassed by such Dividend Period (but not more than 30 calendar days for any month) and the denominator of which is 90. Any dividend payment actually made during the Cumulative Dividend Period on shares of Series B Preferred Stock will first be credited against dividends computed with respect to Dividend Periods for the shares of Series B Preferred Stock for which dividends have not been paid in full, beginning with the first such period. Dividends for any Dividend Period that ends during the Cumulative Dividend Period that have not been paid on the regular Dividend Payment Date may be declared and paid at any time during the Cumulative Dividend Period, without reference to any Dividend Payment Date for that Dividend Period, to holders of record of the Series B Preferred Stock on such date as may be fixed by the Board of Directors or duly authorized committee of the Board of Directors.

(b) The amount of the dividend computed per share of Series B Preferred Stock on each Dividend Payment Date that occurs during the Non-Cumulative Dividend Period will be equal to the Dividend Rate multiplied by 0.25, and then multiplied by $1,000 (with the result of such calculation rounded upward if necessary to the nearest .00001 of 1%); provided that, if the Dividend Period is shorter than a full quarterly dividend period, multiply the result of that calculation by a ratio the numerator of which is the sum of the calendar days within each month

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encompassed by such Dividend Period (but not more than 30 calendar days for any month) and the denominator of which is 90. During the Non-Cumulative Dividend Period, dividends on shares of the Series B Preferred Stock shall not be cumulative. To the extent that any dividends payable on the shares of the Series B Preferred Stock on any Dividend Payment Date are not declared and paid, in full or otherwise, on such Dividend Payment Date, then such unpaid dividends shall not cumulate and shall cease to accrue and be payable, and the Corporation shall have no obligation to pay, and the holders of Series B Preferred Stock shall have no right to receive, dividends accrued for such Dividend Period after the Dividend Payment Date for such Dividend Period or interest with respect to such dividends, whether or not dividends are declared for any subsequent Dividend Period with respect to the Series B Preferred Stock.

(4) Dividend Payment Dates for Other Preferred Stock. For so long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not issue any shares of Preferred Stock having any dividend payment date that is not also a Dividend Payment Date for the Series B Preferred Stock.

(5) Priority of Dividends.

(a) So long as any of the shares of the Series B Preferred Stock are outstanding, (1) no dividends (other than (a) dividends payable on Junior Stock in Junior Stock and (b) cash in lieu of fractional shares in connection with any such dividend) shall be paid or declared, in cash or otherwise, nor shall any other distribution be made, on the Common Stock or on any other Junior Stock and (2) the Corporation shall not purchase, redeem or otherwise acquire for consideration any Junior Stock or shares of any other series of Preferred Stock, unless, in either case (1) or (2), on the payment date for such dividend, purchase, redemption, or other acquisition, (a) the Corporation shall not be in default on its obligation to redeem any of the shares of its Series B Preferred Stock called for redemption, (b) if such payment date occurs during the Cumulative Dividend Period, dividends in an amount computed in accordance with Section (iv)(A)(3)(a) for each share of Series B Preferred Stock for all Dividend Periods through the Dividend Payment Date for the then current Dividend Period have been paid or declared and funds set aside therefor, and (c) if such payment date occurs during the Non-Cumulative Dividend Period, dividends in an amount computed in accordance with Section (iv)(A)(3)(b) for each share of Series B Preferred Stock as of the Dividend Payment Date for the then current Dividend Period have been paid or declared and funds set aside therefore.

(b) On any Dividend Payment Date during the Non-Cumulative Dividend Period for which full dividends are not paid, or declared and funds set aside therefor, on the Series B Preferred Stock and on any other class or series of Preferred Stock of the Corporation ranking

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on a parity with Series B Preferred Stock as to payment of dividends (any such class or series being herein referred to as “Dividend Parity Stock”), all dividends paid or declared for payment on that Dividend Payment Date with respect to the Series B Preferred Stock and any Dividend Parity Stock shall be shared (1) first ratably by the holders of such shares, if any, who have the right to receive dividends with respect to dividend periods prior to the then current Dividend Period (which shall not include the Series B Preferred Stock) but for which such dividends were not declared and paid, in proportion to the respective amounts of such undeclared or unpaid dividends relating to prior Dividend Periods, and (2) thereafter by the holders of shares of Series B Preferred Stock and Dividend Parity Stock on a pro rata basis.

(v) Redemption.

A. Redemption.

(1) Subject to the further terms and conditions provided herein, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may, upon notice given as provided in Section (v)(B), redeem shares of the Series B Preferred Stock at the time outstanding in whole or in part, from time to time, on any Dividend Payment Date on or after the Dividend Payment Date on December 15, 2016 (“Optional Redemption”).

Notwithstanding the foregoing, within 90 days following the occurrence of a Regulatory Capital Treatment Event, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, at any time, all (but not less than all) of the shares of Series B Preferred Stock at the time outstanding, upon notice given as provided in Section (v)(B) below, at the redemption price applicable on such date of redemption (“Regulatory Event Redemption”).

(2) If the redemption date, whether as a result of an Optional Redemption or Regulatory Event Redemption, occurs during the Cumulative Dividend Period, the redemption price per share of Series B Preferred Stock shall be cash in an amount equal to $1,000 plus an amount computed in accordance with Section (iv)(A)(3)(a) for such share of Series B Preferred Stock for all Dividend Periods through the Dividend Payment Date next following the redemption date; provided that, for purposes of such computation, the dividend computed for the Dividend Period in which the redemption date occurs shall be multiplied by a fraction, the numerator of which is the number of days in such Dividend Period prior to the redemption date and the denominator of which is the total number of days in such Dividend Period.

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(3) Non-Cumulative Dividend Period Redemption.

(a) If an Optional Redemption date occurs during the Non-Cumulative Dividend Period, the redemption price per share of Series B Preferred Stock shall be cash in an amount equal to $1,000 plus an amount equal to any declared and unpaid dividends for any prior Dividend Periods to the redemption date, without accumulation of any undeclared dividends.

(b) If a Regulatory Event Redemption date occurs during the Non-Cumulative Dividend Period, the redemption price per share of Series B Preferred Stock shall be cash in an amount equal to $1,000 plus an amount equal to (i) any declared and unpaid dividends for any prior Dividend Periods plus (ii) any accrued but unpaid and undeclared dividends for the Dividend Period in which the redemption date occurs (if applicable) multiplied by a fraction, the numerator of which is the number of days in such Dividend Period prior to the redemption date, and the denominator of which is the total number of days in such Dividend Period.

(4) The Series B Preferred Stock will not be subject to any sinking fund or other obligation of the Corporation to redeem, repurchase or retire the Series B Preferred Stock.

B. Notice of Redemption. Notice of every redemption of shares of Series B Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section (v)(B) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, and failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series B Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred Stock. Notwithstanding the foregoing, if the Series B Preferred Stock or any depositary shares representing interests in the Series B Preferred Stock are issued in book-entry form through The Depositary Trust Company or any other similar facility, notice of redemption may be given to the holders of Series B Preferred Stock at such time and in any manner permitted by such facility. Each notice shall state (i) the redemption date; (ii) the number of shares of Series B Preferred Stock to be redeemed and, if less than all the shares held by the holder are to be redeemed, the number of shares to be redeemed from the holder; (iii) the redemption price; and (iv) the place or places where the shares of Series B Preferred Stock are to be surrendered for payment of the redemption price.

C. Partial Redemption. In case of any redemption of only part of the shares of Series B Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or by lot or in such other manner as the Board of Directors or a duly authorized committee of the Board of Directors may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or such committee shall have full power and authority to prescribe the terms and conditions upon which shares of Series B Preferred Stock shall be redeemed from time to time.

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D. Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.

(vi) Liquidation Rights.

A. Liquidation. In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (each a “Liquidation Event”), after payment or provision for payment of debts and other liabilities of the Corporation and before any distribution to the holders of shares of Common Stock or any other Junior Stock, the holders of Series B Preferred Stock shall be entitled to receive the following out of the net assets of the Corporation, for each share of Series B Preferred Stock: (1) if the Liquidation Event occurs during the Cumulative Dividend Period, an amount equal to $1,000 plus an amount computed in accordance with Section (iv)(A)(3)(a) for such share of Series B Preferred Stock for all Dividend Periods through the Dividend Payment Date next following the date of the Liquidation Event; provided that, for purposes of such computation, the dividend computed for the Dividend Period in which the Liquidation Event occurs shall be multiplied by a fraction, the numerator of which is the number of days in such Dividend Period prior to the date of the Liquidation Event and the denominator of which is the total number of days in such Dividend Period; or (2) if the Liquidation Event occurs during the Non-Cumulative Dividend Period, an amount equal to $1,000 plus an amount equal to (i) any declared and unpaid dividends for any prior Dividend Periods plus (ii) any declared and unpaid dividends for the Dividend Period in which the Liquidation Event occurs (if applicable) multiplied by a fraction, the numerator of which is the number of days in such Dividend Period prior to the date of the Liquidation Event, and the denominator of which is the total number of days in such Dividend Period.

B. Partial Payment. If the assets of the Corporation are insufficient to permit the payment of the full preferential amounts payable in connection with a Liquidation Event to the holders of the Series B Preferred Stock and any other series of Preferred Stock ranking on a parity with the Series B Preferred Stock as to the distribution of assets upon a Liquidation Event, then the assets available for distribution to holders of shares of the Series B Preferred Stock and each such other series of Preferred Stock as to the distribution of assets upon liquidation shall be distributed ratably to the holders of shares of the Series B Preferred Stock and each such other series of Preferred Stock in proportion to the full preferential amounts payable on their respective shares upon the Liquidation Event.

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C. Merger, Consolidation and Sale of Assets Not Liquidation. Neither the sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation, the consolidation or merger of the Corporation with or into any other entity, nor the merger or consolidation of any other entity into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Section (vi).

(vii) Voting Rights.

A. General. The holders of Series B Preferred Stock shall not have any voting rights except as set forth in this Section (vii) or as otherwise required by law.

B. Right to Elect Two Directors Upon Non-Payment of Dividends.

(1) If and whenever dividends on Series B Preferred Stock and any other class or series of Preferred Stock of the Corporation ranking on a parity with Series B Preferred Stock as to payment of dividends and having voting rights equivalent to those provided in this Section (vii)(B) for the Series B Preferred Stock (any such class or series being herein referred to as “Voting Parity Stock”) have not been declared and paid in an aggregate amount, as to any such class or series, equal to at least six quarterly dividends (whether or not consecutive) computed in accordance with Section (iv)(A)(3) in the case of the Series B Preferred Stock, and computed in accordance with the terms thereof in the case of any Voting Parity Stock, the authorized number of directors then constituting the Board of Directors shall be automatically increased by two and the holders of Series B Preferred Stock, together with the holders of all other affected classes and series of Voting Parity Stock similarly entitled to vote for the election of a total of two additional directors, voting separately as a single class, shall be entitled to elect the two additional members of the Corporation’s Board of Directors (the “Preferred Stock Directors”) at any annual meeting of shareholders or any special meeting of the holders of Series B Preferred Stock and such Voting Parity Stock for which dividends have not been paid, called as hereinafter provided, but only if the election of any Preferred Stock Directors would not cause the Corporation to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which its securities may be listed) that listed companies must have a majority of independent directors. The Board of Directors shall at no time have more than two Preferred Stock Directors.

(2) At any time after the voting power provided for in this Section (vii) shall have been vested in the holders of Series B Preferred Stock and any Voting Parity Stock, the Secretary of the Corporation may, and upon the written request of holders of record of at least 20% of the outstanding shares of Series B Preferred Stock and any class or series of Voting Parity Stock (addressed to the Secretary at the principal office of the Corporation) shall, call a special meeting of

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the holders of shares of Series B Preferred Stock and such Voting Parity Stock having such voting rights, for the election of the Preferred Stock Directors, such call to be made by notice similar to that provided in the bylaws for a special meeting of the shareholders or as required by law. If any such special meeting so required to be called shall not be called by the Secretary within 20 days after receipt of any such request, then any holder of shares of Series B Preferred Stock may (at the Corporation’s expense) call such meeting, upon notice as herein provided, and for that purpose shall have access to the shareholder records of the Corporation. The Preferred Stock Directors elected at any such special meeting shall hold office until the next annual meeting of the shareholders if such office shall not have previously terminated as below provided. In case any vacancy shall occur among the Preferred Stock Directors, a successor shall be elected by the Board of Directors to serve until the next annual meeting of the shareholders upon the nomination of the then remaining Preferred Stock Directors or, if no Preferred Stock Director remains in office, by the vote of the holders of record of a majority of the outstanding shares of Series B Preferred Stock and such Voting Parity Stock for which dividends have not been paid, voting as a single class.

(3) Whenever either (a) during the Cumulative Dividend Period, all dividends on the Series B Preferred Stock computed in accordance with Section (iv)(A)(3)(a) and any other cumulative Voting Parity Stock have been paid in full, or (b) during the Non-Cumulative Dividend Period, (i) all dividends on any cumulative Voting Parity Stock have been paid in full, (ii) full dividends computed in accordance with Section (iv)(A)(3)(b) have been paid on the applicable Dividend Payment Dates on the Series B Preferred Stock for at least one year and (iii) full dividends on any non-cumulative Voting Parity Stock then outstanding have been paid in accordance with the terms thereof for at least one year, then the right of the holders of Series B Preferred Stock and such Voting Parity Stock to elect such Preferred Stock Directors shall cease (but subject always to the same provisions for the vesting of such voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods), and the terms of office of all Preferred Stock Directors shall forthwith terminate and the number of directors constituting the Board of Directors shall be reduced accordingly.

C. Other Voting Rights.

(1) So long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not, without the affirmative vote of the holders of at least two-thirds of the Series B Preferred Stock outstanding at the time (voting separately as a class): (i) authorize or create, or increase the authorized or issued amount of, any class or series of capital stock of the Corporation ranking senior to the Series B Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, or reclassify any authorized shares of capital stock of the Corporation into any such shares, or (ii) amend, alter or repeal the provisions of these Articles of Incorporation, whether by merger, consolidation or otherwise, so as to materially and adversely

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affect any right, preference, privilege or voting power of the Series B Preferred Stock or the holders thereof; provided, however, that with respect to the occurrence of any event set forth in clause (ii) above, so long as any shares of the Series B Preferred Stock remain outstanding with the terms thereof materially unchanged or new shares of the surviving corporation or entity are issued with the same terms as the Series B Preferred Stock, in each case taking into account that upon the occurrence of an event the Corporation may not be the surviving entity, the occurrence of any such event shall not be deemed to materially and adversely affect any right, preference, privilege or voting power of the Series B Preferred Stock or the holders thereof, and provided, further, that (i) any increase in the amount of the authorized Common Stock or Preferred Stock or the creation or issuance of any Junior Stock or Preferred Stock ranking on a parity with the Series B Preferred Stock with respect to payment of dividends (whether such dividends are cumulative or non-cumulative) or distribution of assets upon liquidation, dissolution or winding up, and (ii) any change to the number of directors or number of classes of directors, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

(2) On any matter on which the holders of the Series B Preferred Stock shall be entitled to vote (as provided herein or by applicable law), including any action by written consent, each share of Series B Preferred Stock shall have one vote per share.

(3) The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series B Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been set aside by the Corporation for the benefit of the holders of Series B Preferred Stock to effect such redemption.

(viii) Other Rights. The shares of Series B Preferred Stock shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Articles of Incorporation.

(ix) Additional Preferred Stock. The Corporation may authorize and issue additional shares of Junior Stock and on any other class or series of Preferred Stock of the Corporation ranking on a parity with Series B Preferred Stock with respect to payment of dividends (whether such dividends are cumulative or non-cumulative) or in the distribution of assets upon liquidation, dissolution or winding up of the Corporation, without the consent of the holders of the Series B Preferred Stock.

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IN WITNESS WHEREOF, Associated Banc-Corp has caused these Articles of Amendment to be executed and sealed by its duly authorized officer on this 12th day of September, 2011.

ASSOCIATED BANC-CORP

By:

/s/ Brian R. Bodager

Name:

Brian R. Bodager

Title:

Executive Vice President,
General Counsel and Corporate
Secretary

 

[End]