THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Associated Banc-Corp (ASBC)

3/14/2006 Proxy Information

Robert C. Gallagher has served as non-executive Chairman of Associated Banc-Corp (Associated) (Green Bay, WI) since April 2003. He served as Chairman, President and Chief Executive Officer of Associated Banc-Corp from January 2003 to April 2003 and President and Chief Executive Officer from April 2000 to January 2003.

Mr. Conlon served as Chairman and Chief Executive Officer of Associated Banc-Corp from 1998 to 2000. He was Chairman, President, and Chief Executive Officer of Associated from 1987 to 1998 and was President and Chief Executive Officer from 1975 to 1987.

Messrs. Gallagher, Harder, Hutchinson, Meng, Quick, and Seramur as well as other officers and directors of Associated and its subsidiaries, members of their families, and the companies or firms with which they are affiliated were customers of, and had banking transactions with, Associated’s subsidiary bank in the ordinary course of the bank’s business during 2005. See “Compensation and Benefits Committee Interlocks and Insider Participation,” above. The largest aggregate principal amount of these loans outstanding during 2005 was approximately $23 million, and the percentage of consolidated shareholders’ equity represented by loans made in such transactions was approximately 2.0% at December 31, 2005. Additional transactions of this type may be expected to take place in the ordinary course of business in the future. All loans and commitments to loans included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unrelated persons and, in the opinion of the management of Associated’s subsidiary bank, did not involve more than a normal risk of collectibility or present other unfavorable features. Prior to the consummation of the merger of First Federal Capital Corp (“First Federal”) with Associated in October 2004, Mr. Lommen served as a non-employee director of First Federal.

Mr. Lommen receives annual payments of $8,800 for 10 years under the First Federal Director Emeritus Program that began in the fourth quarter of 2004. Prior to consummation of First Federal’s merger with Associated, Mr. Rusch entered into a consulting agreement and a noncompete agreement with Associated, which provided for payments after 2004. Under the terms of the consulting agreement, Mr. Rusch is providing services to a subsidiary of Associated related to post-merger integration matters, leadership transition, shareholder and community relations, industry communication, and organizational matters, and Associated is obligated to pay Mr. Rusch a total of $400,000 in monthly payments of $16,668 of which $200,016 was paid in 2005. Under the terms of the noncompete agreement, Mr. Rusch is restricted from competing with Associated in certain banking markets for a period of two years following the effective time of the merger for which Associated is obligated to pay Mr. Rusch a total of $1,500,000 in monthly payments of $62,500. A total of $750,000 was paid in 2005.

Associated is obligated to make available and pay the premiums during Mr. Rusch’s and his wife’s lifetimes for health and dental coverage for Mr. Rusch, his wife, and his dependents. Associated paid premiums in the aggregate amount of $10,168 in 2005.

Associated has agreed to indemnify Messrs. Lommen and Rusch to the fullest extent permitted by First Federal’s Articles of Incorporation, Bylaws, or Wisconsin law and to acquire directors’ and officers’ liability insurance for a period of six years following the effective time of the merger with respect to matters arising out of their positions in management of First Federal. Mr. Seramur serves as a director of Associated’s wholly owned subsidiary, Associated Trust Company, National Association. Mr. Seramur receives annual director fees of $2,000 for such service.

3/16/2005 Proxy Information

Messrs. Meng, Quick, and Seramur as well as other officers and directors of Associated and its subsidiaries, members of their families, and the companies or firms with which they are affiliated were customers of, and had banking transactions with, one or more of Associated’s subsidiary banks in the ordinary course of each such bank’s business during 2004. See “Administrative Committee Interlocks and Insider Participation,” above. The largest aggregate principal amount of these loans outstanding during 2004 was approximately $17 million, and the percentage of consolidated shareholders’ equity represented by loans made in such transactions was approximately 2.0% at December 31, 2004. Additional transactions of this type may be expected to take place in the ordinary course of business in the future. All loans and commitments to loans included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unrelated persons and, in the opinion of the management of Associated’s subsidiary banks, did not involve more than a normal risk of collectibility or present other unfavorable features.

During 2004, and prior to the consummation of the merger of First Federal Capital Corp (“First Federal”) with Associated, Mr. Lommen served as a non-employee director of First Federal and received an aggregate of $15,000 from First Federal with respect to annual retainer and meeting fees. In connection with the consummation of the merger, unvested options to purchase 17,600 common shares of First Federal became vested. Mr. Lommen elected to receive 16,764 Associated shares with respect to these options. Further, Mr. Lommen will receive annual payments of $8,800 for 10 years under the First Federal Director Emeritus Program beginning in the fourth quarter of 2004.

During 2004, and prior to consummation of First Federal’s merger with Associated, Mr. Rusch received aggregate salary and bonus payments of $366,264 from First Federal pursuant to his employment agreement and the First Federal Capital Bank Annual Incentive Bonus Plan, $338,400 from the exercise of stock options, $46,238 in other perquisites, 15,000 shares of First Federal restricted stock pursuant to First Federal’s long-term incentive plans, and stock options to purchase 67,500 shares of First Federal common stock pursuant to the terms of First Federal’s stock option plan.

Mr. Rusch entered into a separation agreement and general release, a consulting agreement, and a noncompete agreement with Associated. Pursuant to these agreements, Mr. Rusch’s employment and severance agreements with First Federal and its subsidiary were terminated, and Mr. Rusch received $3,160,621 from Associated. This amount includes a cash payment for 22,500 shares of unvested restricted stock and unvested stock options to acquire 67,500 shares of First Federal that became fully vested upon consummation of the merger. In addition, Mr. Rusch elected to receive $2,266,978 for his remaining 113,080 First Federal vested options. Under the terms of the consulting agreement, Mr. Rusch is providing services to a subsidiary of Associated related to post-merger integration matters, leadership transition, shareholder and community relations, industry communication, and organizational matters, and Associated is obligated to pay Mr. Rusch a total of $400,000 in monthly payments of $16,668 of which $33,336 was paid in 2004. Under the terms of the noncompete agreement, Mr. Rusch is restricted from competing with Associated in certain banking markets for a period of two years following the effective time of the merger for which Associated is obligated to pay Mr. Rusch a total of $1,500,000 in monthly payments of $62,500. A total of $125,000 was paid in 2004.

Associated is obligated to make available and pay the premiums during Mr. Rusch’s and his wife’s lifetimes for health and dental coverage for Mr. Rusch, his wife, and his dependents. Associated paid premiums in the aggregate amount of $1,345 in 2004.

Associated has agreed to indemnify the former First Federal directors, including Messrs. Lommen and Rusch, to the fullest extent permitted by First Federal’s Articles of Incorporation, Bylaws, or Wisconsin law and to acquire directors’ and officers’ liability insurance for a period of six years following the effective time of the merger with respect to matters arising out of their positions in management of First Federal.

Mr. Harry B. Conlon served as Chairman and Chief Executive Officer of Associated Banc-Corp from 1998 to 2000.

10/29/2004 8K Information

Mr. Lommen and Mr. Rusch were appointed to the Company’s Board of Directors pursuant to the Merger Agreement.

Under a Consulting Agreement, Mr. Rusch will provide services to the bank subsidiary of the Company for a period of two years and under the Noncompete Agreement the ability of Mr. Rusch to compete against the Company will be restricted for a period of two years. The Separation Agreement and General Release addresses the terms of the end of Mr. Rusch’s employment with First Federal and First Federal Capital Bank. Under these agreements, Mr. Rusch will receive aggregate payments in the amount of $3,585,000.

3/15/2004 Proxy Information

Harry B. Conlon has served as non-executive Chairman of Associated Banc-Corp. since April 2000. He is also a former President, Chairman, and Chief Executive Officer of the company.

Ronald R. Harder provided services as an advisory board director to Associated Bank, National Association, a wholly owned subsidiary of Associated. Mr. Harder was compensated at a rate of $500 per advisory board meeting attended for a total of $2,000 in 2003.

William R. Hutchinson provides services as a director to Associated Bank Chicago. Mr. Hutchinson received a $5,000 annual retainer and was compensated at a rate of $400 per board meeting attended and $300 per committee meeting attended for a total of $6,900 in 2003.

John C. Meng provides services as an advisory board director to Associated Bank, National Association. Mr. Meng was compensated at a rate of $700 per advisory board meeting attended and $300 per committee meeting attended for a total of $1,700 in 2003.

John C. Seramur provides service as a director to Associated Trust Company, National Association, a wholly owned subsidiary of Associated. Mr. Seramur was compensated at a rate of $500 per board or committee meeting attended for a total of $2,000 in 2003. Mr. Seramur also provided service as a director to Associated Bank Illinois, National Association, a wholly owned subsidiary of Associated that merged with Associated Bank, National Association, in November 2003. Mr. Seramur was compensated at a rate of $500 per board or committee meeting attended for a total of $2,000 in 2003.

Various officers and directors of Associated and its subsidiaries, members of their families, and the companies or firms with which they are associated were customers of, and had banking transactions with, one or more of Associated’s subsidiary banks in the ordinary course of each such bank’s business during 2003. The percentage of consolidated shareholders’ equity represented by loans made in such transactions was 2.2% at December 31, 2003. Additional transactions may be expected to take place in the ordinary course of business in the future. All loans and commitments to loans included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and, in the opinion of the management of Associated’s subsidiary banks, did not involve more than a normal risk of collectibility or present other unfavorable features.

3/20/2003 Proxy Information

A corporation of which Mr. Quick is an executive officer had loans with subsidiary banks of Associated. A corporation of which Mr. Meng is an executive officer had loans with subsidiary banks of Associated.