ASSOCIATED BANC-CORP CHANGE OF CONTROL PLAN Restated Effective January 1, 2008

Exhibit (10)(l)

ASSOCIATED BANC-CORP
CHANGE OF CONTROL PLAN

Restated Effective January 1, 2008

ASSOCIATED BANC-CORP
CHANGE OF CONTROL PLAN

TABLE OF CONTENTS

ASSOCIATED BANC-CORP
CHANGE OF CONTROL PLAN

INTRODUCTION

          Effective December 16, 1993 (the “Effective Date”), Associated Banc-Corp (the “Company”) adopted the Associated Banc-Corp Change of Control Plan (the “Plan”) to provide severance benefits to certain of its employees in the event of a change of control in the Company and the subsequent termination of employment of such employees. The Plan was restated in its entirety as of January 1, 1996. The Plan was again restated effective January 1, 2008 to comply with section 409A of the Internal Revenue Code (the “Code”).

          This introduction and the following Articles, as amended from time to time, comprise the Plan.

ARTICLE 1

Definitions

          1.01 Act . The Securities Exchange Act of 1934, as in effect on the Effective Date of the Plan.

          1.02 Cause . Cause shall mean:

                  (a) The willful and continued failure by an Eligible Employee to substantially perform his duties with the Company after a demand for substantial performance is delivered to the Eligible Employee by the Chief Executive Officer of the Company or in the case of the Chief Executive Officer, the Board of Directors of the Company, which specifically identifies the manner in which the Company believes that the Eligible Employee has not substantially performed his duties.

                  (b) The willful engaging by the Eligible Employee in misconduct which is materially damaging to the Company, monetarily or otherwise.

          1.03 Change of Control . A Change of Control shall be deemed to have occurred on the date of the following transactions:

                  (a) An offer is accepted, in writing, for a change in ownership of 25% or more of the outstanding voting securities of the Company;

                  (b) An offer is accepted, in writing, whereby the Company will be merged or consolidated with another corporation, and as a result of such anticipated merger or consolidation, less than 75% of the outstanding voting securities of the surviving or resulting corporation will be 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 Act) of any party to such merger or consolidation;

                  (c) An offer is accepted, in writing, whereby 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 Code section 1563, of which the Company is a member; or

                  (d) An offer is accepted, in writing, whereby a person, within the meaning of sections 3(a)(9) or 13(d)(3) of the 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 Act.

          1.04 Company . Associated Banc-Corp, any subsidiary or affiliate and any successor which assumes the Plan in accordance with section 4.01 or otherwise becomes bound by all the terms and provisions of this Plan by operation of law. In addition to the Board of Directors of the Company, the officers of the Company authorized by the Board of Directors, from time to time, may act on behalf of the Company for purposes of the Plan. Effective January 1, 2008, the Board of Directors of the Company has authorized the Compensation and Benefits Committee of the Board to act on behalf of the Company for purposes of the Plan.

          1.05 Date of Termination . Date of Termination shall mean the date on which an Eligible Employee experiences a Termination of Employment.

          1.06 Eligible Employee . The Chief Executive Officer of the Company and such other senior level management employees of the Company in select leadership roles who are designated by the Chief Executive Officer, in writing, from time to time, as Eligible Employees for purposes of the Plan. Notwithstanding the foregoing, an otherwise Eligible Employee may be excluded from participation in the Plan by contract or other agreement between the Company and the Employee.

          1.07 Notice of Termination . A written communication from the Company to an Eligible Employee stating that the Eligible Employee has incurred, or will incur, a Termination of Employment. A Notice of Termination shall indicate the specific termination provision in this Plan relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination of Employment and the Date of Termination.

          1.08 Participant . An Eligible Employee who has satisfied the participation requirements of section 2.01 and whose participation has not been terminated in accordance with section 2.02.

          1.09 Retirement . Separation from service with the Company in accordance with the Company’s retirement policy or policies generally applicable from time to time, to its salaried employees, including early retirement.

          1.10 Termination of Employment . An Eligible Employee will be deemed to have incurred a Termination of Employment if the Eligible Employee is involuntarily terminated by the Company or has a Termination for Good Reason; provided separation from service is not as a result of:

               (a) The Eligible Employee’s Retirement, death or disability; or

               (b) Termination by the Company for Cause.

          1.11 Termination for Good Reason . An Eligible Employee’s voluntary separation from service with the Company subsequent to a Change of Control, will be treated as a Termination for Good Reason if the separation is due to a material change in the Eligible Employee’s service relationship with the Company including but not limited to:

               (a) The assignment to the Eligible Employee of any duties inconsistent with the Eligible Employee’s positions, duties, responsibilities and status with the Company immediately prior to the Change of Control, or a change in the Eligible Employee’s reporting responsibi