Simultaneous with the execution of the Merger
Agreement, each of Associated and Bank Mutual entered into voting and support agreements (collectively, the “Voting and Support
Agreements”) with each of the directors of Bank Mutual in their individual capacities, in which each such shareholder agreed,
on the terms and subject to the conditions set forth therein, to vote the shares of Bank Mutual Common Stock owned beneficially
or of record by him or her in favor of the Merger and against any proposal made in competition with the Merger, as well as certain
other customary restrictions with respect to the voting and transfer of his or her shares of Bank Mutual Common Stock. The foregoing
description of the Voting and Support Agreements does not purport to be complete and is qualified in its entirety by reference
to the full text of the Voting and Support Agreements, a form of which is filed as Exhibit 99.1 hereto (and is included as Exhibit
B to the Merger Agreement) and is incorporated herein by reference.
* * *
Forward Looking Statements
This communication contains “forward-looking statements”
within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may include: management plans relating
to the proposed transaction; the expected timing of the completion of the proposed transaction; the ability to complete the proposed
transaction; the ability to obtain the required regulatory, shareholder or other approvals; any statements of the plans and objectives
of management for future operations, products or services, including the execution of integration plans relating to the proposed
transaction; any statements of expectation or belief; projections related to certain financial metrics; and any statements of assumptions
underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,”
“anticipate,” “intend,” “seek,” “plan,” “will,” “would,”
“target,” “outlook,” “estimate,” “forecast,” “project” and other similar
words and expressions or negatives of these words. Forward-looking statements are subject to numerous assumptions, risks and uncertainties,
which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. Neither
Associated nor Bank Mutual assumes any duty and does not undertake to update any forward-looking statements. Because forward-looking
statements are by their nature, to different degrees, uncertain and subject to assumptions, actual results or future events could
differ, possibly materially, from those that Associated or Bank Mutual anticipated in its forward-looking statements, and future
results could differ materially from historical performance. Factors that could cause or contribute to such differences include,
but are not limited to, those included under Item 1A “Risk Factors” in Associated’s Annual Report on Form 10-K,
those included under Item 1A “Risk Factors” in Bank Mutual’s Annual Report on Form 10-K, those disclosed in Associated’s
and Bank Mutual’s respective other periodic reports filed with the Securities and Exchange Commission (the “SEC”),
as well as the possibility that expected benefits of the proposed transaction may not materialize in the time frame expected or
at all, or may be more costly to achieve; the proposed transaction may not be timely completed, if at all; that prior to the completion
of the proposed transaction or thereafter, Associated’s and Bank Mutual’s respective businesses may not perform as
expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration
strategies related to the proposed transaction; that required regulatory, shareholder or other approvals are not obtained or other
customary closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’
shareholders, customers, employees or other constituents to the proposed transaction; and diversion of management time on merger-related
matters. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy
statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection
with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration
statement on Form S-4 will be, considered representative, no such lists should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking
statements. For any forward-looking statements made in this communication or in any documents, Associated and Bank Mutual claim
the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Associated and Bank Mutual annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are
not forecasts and may not reflect actual results.
Important Additional Information and Where to Find It
In connection with the proposed merger, Associated
will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Bank Mutual and a Prospectus
of Associated, as well as other relevant documents concerning the proposed transaction. This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS
OF BANK MUTUAL ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION.
A free copy of the Proxy Statement/Prospectus,
as well as other filings containing information about Associated and Bank Mutual, may be obtained at the SEC's Internet site (http://www.sec.gov).
You will also be able to obtain these documents, free of charge, from Associated Banc-Corp at www.associatedbank.com under the
heading “About” and then under the heading “Investor Relations” and then under “SEC Filings”
or from Bank Mutual Corporation at www.bankmutual.com/bank-mutual-corporation/. Copies of the Proxy Statement/Prospectus can also
be obtained, free of charge, by directing a request to Associated Banc-Corp, 433 Main Street, Green Bay, Wisconsin 54301, Attention:
Investor Relations, Telephone: (920) 491-7059 or to Bank Mutual Corporation, 4949 West Brown Deer Road, Milwaukee, Wisconsin 53223,
Attention: Michael Dosland, Telephone: (414) 354-1500.
Participants in the Solicitation
Associated, Bank Mutual, and certain of their
respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information regarding Associated’s directors and executive officers is available in its definitive
proxy statement, which was filed with the SEC on March 14, 2017, and certain of its Current Reports on Form 8-K.
Information regarding Bank Mutual’s directors
and executive officers is available in its definitive proxy statement, which was filed with SEC on March 8, 2017, and certain of
its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and
other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.