2003 Committee Charter : ASBC


Associated Banc-Corp
Administrative Committee Charter
Administrative Committee Purpose
The primary purpose of the Administrative Committee of the Board of Directors is to review and update
the processes and structure by which the business and affairs of the company are directed and managed,
in order to enhance long-term shareholder value through enhancing corporate performance and
accountability, while taking into account the interests of other stakeholders. Further, the Administrative
Committee is to serve under the guidance of the full Board, eliminating the need for full board
involvement in decisions and policies related to compensation and employee benefit matters.
The Administrative Committee's primary duties and responsibilities relating to compensation and
benefits are to:
1. Assure that compensation and benefits are fair and equitable for all associates and, more specifically,
assure that executive compensation is fair and motivating to assure retention and recruitment of
highly qualified executives to manage the company in the best interest of its shareholders.
2. Retain compensation consultant to be used to assist in the evaluation of director, CEO, or senior
executive compensation and shall have sole authority to approve the consultant's fees and other
retention terms. The Administrative Committee shall also have authority to obtain advice and
assistance from internal or external legal, accounting, or other advisors.
3. Review and approve the company's goals and objectives relevant to the compensation of the Chief
Executive Officer, evaluate the Chief Executive Officer's performance in light of those goals and
objectives, and set the Chief Executive Officer's compensation level based on this evaluation.
4. Review executive officer salaries and make recommendations to the Board for its consideration.
5. Review and approve the list of a peer group of companies to which the company shall compare itself
for compensation purposes.
6. Adopt, administer, approve, and ratify awards under incentive compensation and stock plans,
including amendments to the awards made under any such plans, and review and monitor awards
under such plans.
7. Make recommendations to the Board with respect to long-term incentive compensation plans and
equity-based plans for submission to shareholders when appropriate.
8. Provide reports to the full Associated Banc-Corp Board of Directors and prepare the Letter of the
Administrative Committee for the company's annual proxy statement.
9. Appoint/remove the Plan Administrative Committee (including election of its Chairman) for benefit
plans.
The Administrative Committee's primary duties and responsibilities relating to corporate governance
are to:
1. Recommend a successor to the chief executive officer when that position becomes vacant.
2. Review and approve the slate of directors and annual meeting resolutions.
3. Review and accept or deny letters of resignation of board members who reach certain qualifying
events (see Board of Directors Charter).
4. Ensure new and continuing directors meet Nomination/Renomination Criteria.
5. Review and recommend succession planning for executive management.
6. Recommend the appointment of committee members for all standing and ad hoc committees to the
Board of Directors.
7. Review and approve Board and Committee charters.
8. Perform annual evaluations of the activities of the Board of Directors and its Committees and report
annually to the Board with an assessment of the Board's performance.
9. Review corporate policies and make recommendations for approval of the full Board.
10. Ensure continuing education requirements are met by all directors.
11. Develop and recommend to the Board of Directors a Code of Ethics and shall consider any requests
for waivers of any provisions of the company's Code of Ethics. Such waivers, if any, shall be
disclosed to the Securities and Exchange Commission.
12. Serve in an advisory capacity to the Board and Chairman of the Board on matters of organizational
and governance structure of the company and the conduct of the Board.
13. Assure compliance with corporate governance requirements.
Administrative Committee Membership
The membership shall be appointed by the Board and shall consist of no less than three (3) independent
director members. Members selected shall not be employees of the company, shall meet the
independence requirements of NASDAQ and the SEC, and the Chairman is to be appointed from among
its members by the Board.
Any member appointed by the Board may be removed by the Board whenever, in its judgment, the best
interests of the Committee and the company will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.
Members may resign from the Committee upon written resignation being duly submitted to and
approved by the Board.
Administrative Committee Meetings
The Committee shall meet no less than twice per year. The Committee shall meet at least annually to
review board charters, conduct board and director evaluations, to review candidates for
nomination/renomination to the Board, and meet at such other times during the year as may be necessary
to carry out the purposes outlined in this Charter. The Chairman may call additional meetings, if and
when required. Decisions by the Committee may be made via unanimous written consent.
Other
The Administrative Committee shall annually prepare a report to shareholders as required by the
Securities and Exchange Commission, to be included in the company's annual Proxy Statement.
The Administrative Committee shall perform any other activities consistent with this Charter, the
company's Bylaws, and governing law, as the Administrative Committee or the Board of Directors
deems necessary or appropriate.
The Administrative Committee shall maintain minutes of its meetings and make its minutes available to
the full Board of Directors.
The Administrative Committee shall periodically report to the Board of Directors on significant results
of the foregoing activities.
All matters requiring approval of the company's Board of Directors must be made by the full Board,
based upon the recommendation of the Administrative Committee.
The Administrative Committee shall review and assess the adequacy of this Charter at least annually.
The Administrative Committee Charter shall be submitted to the Board of Directors for approval
annually.
BENEFIT PLAN ADMINISTRATIVE RESPONSIBILITIES
Powers and Duties
ASBC Deferred
Compensation Plan
ASBC SERP
ASBC Directors'
Deferred
Compensation Plan
Workforce
Management Plan
(Severance Pay
provision)
Discretionary authority to construe
and interpret
Administrative
Committee of the
Board
(Article 7, 7.02(d))
Administrative
Committee of the
Board
(Article 6, 6.02(d))
Administrative
Committee of the
Board
(Article 6, 6.02(d))
Administrator1
(Article 5, 5.2 -
5.4)
Resolve all questions relating to
Plan, including eligibility
Administrative
Committee of the
Board
(Article 7, 7.02(e))
Administrative
Committee of the
Board
(Article 6, 6.02(e))
Administrative
Committee of the
Board
(Article 6, 6.02(e))
Administrator
(Article 5, 5.2 -
5.4)
Adopt rules and regulations, forms
and procedures advisable and
appropriate for administration
Administrative
Committee of the
Board
(Article 7, 7.02(f))
Administrative
Committee of the
Board
(Article 6, 6.02(f))
Administrative
Committee of the
Board
(Article 6, 6.02(f))
n/a
Prescribe distribution procedures Administrative
Committee of the
Board
(Article 7, 7.02(g))
Administrative
Committee of the
Board
(Article 6, 6.02(g))
Administrative
Committee of the
Board
(Article 6, 6.02(g))
Administrator
(Article 4, 4.3)
Apply consistently and uniformly
rules, regulations, and
determinations to all Participants
and beneficiaries in similar
circumstances
Administrative
Committee of the
Board
(Article 7, 7.02(h))
Administrative
Committee of the
Board
(Article 6, 6.02(h))
Administrative
Committee of the
Board
(Article 6, 6.02(h))
Administrator --
However, severance is
to be determined on a
case-by-case basis --
consistency no
required
(Article 1 and Article
4, 4.1)
Terminate, suspend, alter or
amend the Plan
Administrative
Committee of the
Administrative
Committee of the
Administrative
Committee of the
ASBC Board of
Directors
1 The Administrator is defined as the ASBC Board of Directors or committee designated by Board. At present time, the designated Committee is Bob Johnson and Brian Bodager.
Board
(Article 8, 8.03(h))
Board
(Article 7, 7.03)
Board
(Article 7, 7.02)
(Article 6, 6.1 and
6.2)
Powers and Duties ASBC Profit Sharing & Retirement Savings
Plan
Calendared Events
Appointment/Removal of Plan Administrative
Committee (including election of Chairman)
ASBC Board of Directors
(Article I, 1.37)
Annual Report to Associated
Banc-Corp
Appointment of Retirement Program
Committee
Plan Administrative Committee2
(Article I, 1.43)
Retirement Program
Committee to provide annual
report for
Determination of Trust Fund investments Plan Administrator
(Article III, 3.1)
each Plan Year
(Article VIII, 8.23)
Determination of employing unit contribution
amounts
Board of Directors of the employing unit,
subject to ASBC Board of Director
(Article III, 3.2)
No specific date provided by
which this must be completed
Determination of savings contribution rate Specified by Retirement Program Committee3
(Article III, 3.3)
Determination of excess contributions and
timing of such determination
Plan Administrator
(Article III, 3.12)
Determination of net earnings of the Trust Trustee (Article IV, 4.3)
Payment of benefits Trustee, as directed by Plan Administrator
(Article V, 5.8 and Article 7, 8.7(d))
Determination of loans to participants Trustee, as directed by Retirement Program
Committee
(Article VII, 7.3)
Determination of hardship withdrawals Retirement Program Committee
(Article 7, 7.4(d))
Discretionary authority to construe and interpret
to ensure application in a uniform manner to all
Employees similarly situated
Retirement Program Committee, subject to the
approval of the Plan Administrative Committee
(Article 8, 8.7(b))
2 Committee members are Bob Gallagher, Brian Bodager, and Bob Johnson.
3 Committee members are Jim Noffke, Brian Bodager, and Bob Johnson
Resolve all questions relating to Plan, including
eligibility
Retirement Program Committee
(Article 8, 8.7(c))
Adopt rules and regulations, forms and
procedures advisable and appropriate for
administration
Retirement Program Committee
(Article 8, 8.7(a)
Terminate, suspend, alter or amend the Plan ASBC Board of Directors
(Article X, 10.1(a) and 10.2(a))
Powers and Duties ASBC Retirement Account Plan Calendared Events
Appointment/Removal of Plan Administrative
Committee
ASBC Board of Directors
(Article I, 1.39 and Article VIII, 8.1)
Annual Report to Associated Banc-
Corp
Appointment of Retirement Program
Committee
Plan Administrative Committee
(Article I, 1.46 and Article VIII, 8.1)
Retirement Program Committee to
provide annual report within 2
Determination/Amendment of Index Rate Retirement Program Committee
(Article III, 3.8)
months after end of taxable year
(Article VIII, 8.22)
Discretionary authority to construe and interpret Retirement Plan Committee
(Article VIII, 8.7(b))
Resolve all questions relating to Plan, including
eligibility
Retirement Program Committee
(Article VIII, 8.7(c))
Actuarial Computations
Adopt rules and regulations, forms and
procedures advisable and appropriate for
administration
Retirement Program Committee
(Article VIII, 8.7(a))
ASBC or the Retirement Program
Committee to obtain, annually or
more frequently, from an Enrolled
Actuary the minimum contributions
necessary to fund the benefits
(Article VII, 7.2)
Apply consistently and uniformly rules,
regulations, and determinations to all
Participants and beneficiaries in similar
circumstances
Retirement Program Committee
(Article VIII, 8.7(b))
No specific date provided by which
this must be completed
Authorize payment of benefits from Trustee Retirement Program Committee
(Article VIII, 8.7(d))
Establish procedures for determining qualified
status of QDRO's
Retirement Program Committee
(Article VIII, 8.7(f))
Funding Policy
Claim for benefits review/determination Retirement Program Committee
(Article VIII, 8.18)
ASBC, through the Board of
Directors, will establish a funding
policy and method to carry out the
Plan objectives and will periodically
review such policy and method.
(Article VII, 7.10)
Terminate, suspend, alter or amend the Plan ASBC Board of Directors, with notice going to
Plan Administrative (for amendments)or
Retirement Program Committee (for
termination)
(Article X, 10.1 and 10.3)
No specific date provided by which
this must be completed
Statement of rights and benefits to terminated
Employee prior to or immediately following last
day of Employment
Retirement Program Committee
(Article VI, 6.6)
At this time, the Administrative Committee has no authority or control over the following:
Medical Plan
Dental Plan
Long-Term Disability Insurance
All decisions relating to plan design changes or claim dispute resolution are those of Bob Johnson, with final approval to be given by Bob Gallagher.