Attached files
file | filename |
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10-K - FORM 10-K - ASSOCIATED BANC-CORP | c56253e10vk.htm |
EX-23 - EX-23 - ASSOCIATED BANC-CORP | c56253exv23.htm |
EX-21 - EX-21 - ASSOCIATED BANC-CORP | c56253exv21.htm |
EX-32 - EX-32 - ASSOCIATED BANC-CORP | c56253exv32.htm |
EX-24 - EX-24 - ASSOCIATED BANC-CORP | c56253exv24.htm |
EX-99.2 - EX-99.2 - ASSOCIATED BANC-CORP | c56253exv99w2.htm |
EX-31.2 - EX-31.2 - ASSOCIATED BANC-CORP | c56253exv31w2.htm |
EX-31.1 - EX-31.1 - ASSOCIATED BANC-CORP | c56253exv31w1.htm |
Exhibit 99.1
ASSOCIATED BANC-CORP
Certification of Chief Executive Officer
Pursuant to Section 111(b)(4) of the
Emergency Economic Stabilization Act of 2008
Pursuant to Section 111(b)(4) of the
Emergency Economic Stabilization Act of 2008
I, Philip B. Flynn, certify, based on my knowledge, that:
(i) The compensation committee of Associated Banc-Corp has discussed, reviewed, and evaluated with
senior risk officers at least every six months during any part of the most recently completed
fiscal year that was a TARP period, senior executive officer (SEO) compensation plans and employee
compensation plans and the risks these plans pose to Associated Banc-Corp;
(ii) The compensation committee of Associated Banc-Corp has identified and limited during any part
of the most recently completed fiscal year that was a TARP period any features of the SEO
compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten
the value of Associated Banc-Corp and has identified any features of the employee compensation
plans that pose risks to Associated Banc-Corp and has limited those features to ensure that
Associated Banc-Corp is not unnecessarily exposed to risks;
(iii) The compensation committee has reviewed, at least every six months during any part of the
most recently completed fiscal year that was a TARP period, the terms of each employee compensation
plan and identified any features of the plan that could encourage the manipulation of reported
earnings of Associated Banc-Corp to enhance the compensation of an employee, and has limited any
such features;
(iv) The compensation committee of Associated Banc-Corp will certify to the reviews of the SEO
compensation plans and employee compensation plans required under (i) and (iii) above;
(v) The compensation committee of Associated Banc-Corp will provide a narrative description of how
it limited during any part of the most recently completed fiscal year that was a TARP period the
features in
(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could
threaten the value of Associated Banc-Corp;
(B) Employee compensation plans that unnecessarily expose Associated Banc-Corp to risks; and
(C) Employee compensation plans that could encourage the manipulation of reported earnings of
Associated Banc-Corp to enhance the compensation of an employee;
(vi) Associated Banc-Corp has required that bonus payments to SEOs or any of the next twenty most
highly compensated employees, as defined in the regulations and guidance established under section
111 of EESA (bonus payments), be subject to a recovery or clawback provision during any part of
the most recently completed fiscal year that was a TARP period if the bonus payments were based on
materially inaccurate financial statements or any other materially inaccurate performance metric
criteria;
(vii) Associated Banc-Corp has prohibited any golden parachute payment, as defined in the
regulations and guidance established under section 111 of EESA, to a SEO or any of the next five
most highly compensated employees during any part of the most recently completed fiscal year that
was a TARP period;
(viii) Associated Banc-Corp has limited bonus payments to its applicable employees in accordance
with section 111 of EESA and the regulations and guidance established thereunder during any part of
the most recently completed fiscal year that was a TARP period;
(ix) Associated Banc-Corp and its employees have complied with the excessive or luxury expenditures
policy, as defined in the regulations and guidance established under section 111 of EESA, during
any part of the most recently completed fiscal year that was a TARP period; and any expenses that,
pursuant to the policy, required approval of the board of directors, a committee of the board of
directors, an SEO, or an executive officer with a similar level of responsibility were properly
approved;
(x) Associated Banc-Corp will permit a non-binding shareholder resolution in compliance with any
applicable Federal securities rules and regulations on the disclosures provided under the Federal
securities laws related to SEO compensation paid or accrued during any part of the most recently
completed fiscal year that was a TARP period;
(xi) Associated Banc-Corp will disclose the amount, nature, and justification for the offering,
during any part of the most recently completed fiscal year that was a TARP period, of any
perquisites, as defined in the regulations and guidance established under section 111 of EESA,
whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations
identified in paragraph (viii);
(xii) Associated Banc-Corp will disclose whether Associated Banc-Corp, the board of directors of
Associated Banc-Corp, or the compensation committee of Associated Banc-Corp has engaged during any
part of the most recently completed fiscal year that was a TARP period a compensation consultant;
and the services the compensation consultant or any affiliate of the compensation consultant
provided during this period;
(xiii) Associated Banc-Corp has prohibited the payment of any gross-ups, as defined in the
regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty
most highly compensated employees during any part of the most recently completed fiscal year that
was a TARP period;
(xiv) Associated Banc-Corp has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between Associated Banc-Corp and Treasury,
including any amendments;
(xv) Associated Banc-Corp has submitted to Treasury a complete and accurate list of the SEOs and
the twenty next most highly compensated employees for the current fiscal year, with the non-SEOs
ranked in descending order of level of annual compensation, and with the name, title, and employer
of each SEO and most highly compensated employee identified; and
(xvi) I understand that a knowing and willful false or fraudulent statement made in connection with
this certification may be punished by fine, imprisonment, or both. (See, for example 18 U.S.C.
1001.)
Dated February 12, 2010
/s/ Philip B. Flynn | ||||
Philip B. Flynn | ||||
Chief Executive Officer | ||||