Agreement and Disclosures

eManager+ BUSINESS ONLINE BANKING AGREEMENT AND DISCLOSURES
Associated Bank
P.O. Box 19006
Green Bay, Wisconsin 54307-9006

The eManager+ Business Online Banking Agreement and Disclosures ("Agreement") is between Customer and Associated Bank for the delivery of eManager+ as described below.

I. Defined Terms.
As used in this Agreement, the following terms shall have the following meanings:

• "Account"
  means Customer's designated deposit and loan accounts with Us including but not limited to: checking, money market, certificate of deposit and savings account(s) accessible by eManager+.

• "Associated Bank"
  means Associated Banc-Corp and its affiliates, subsidiaries and any agent, independent contractor, designee or assignee which Associated Bank may, in its sole discretion, employ in the provision of eManager+.

• "Business Day"
  means Monday through Friday, excluding federal holidays.

• "eManager+"
  means Our Internet application designed for online banking convenience for business.

• "Customer"
  means the Depositor named in the Depository Declaration on file with Us.

• "We," "Our " , "Us," and "Bank"
  means Associated Bank.

• "You" and "Your"
  means Customer.

II. Authorization.
Customer warrants, as of the date of this Agreement and at any time eManager+ or a Service is used or performed, that: a) it is validly existing and in good standing under the laws of the jurisdiction of its organization; b) it has the requisite power and authority to execute and deliver, and to perform its obligations under this Agreement and the Services used or performed by it; c) this Agreement has been duly authorized and executed by it and constitutes its legal, valid and binding obligation; and d) any consent or authorization of any governmental authority or third party required to be obtained by it in connection with this Agreement or any Service used or performed has been obtained.

III. Acceptance.
By subscribing to eManager+, Customer expressly acknowledges and agrees that it shall be subject to and abide by all of the terms and conditions contained in this Agreement at all times.

IV. Services.
The following services ("Services") are offered through eManager+:

View Account information

• Transaction inquiry
• Funds Transfer
• Wire Transfer
• Positive Pay
• Stop Payment
• Imaging for checks and deposit tickets
• ACH Origination, including Tax Payment
• EDI Information
• Gear Box
• Bill Payment Service for Businesses

V. Hardware and Software Requirements.
Associated Bank shall provide Customer with the specifications for any hardware and software which Associated Bank has determined to be compatible with eManager+. Customer shall be responsible for acquiring the required hardware and/or software and its installation and maintenance. If Customer chooses hardware and/or software that differs from that recommended by Associated Bank, Associated Bank shall not be liable to Customer for any malfunction, failure to function, inaccuracy or other failure of eManager+ to operate as expected.

VI. Customer Responsibility.
Customer shall designate Accounts and Services accessible by eManager+. Customer shall designate individuals authorized to access Services.

Customer's role and responsibility to designate Accounts, Services and individuals authorized to access Services shall be described as the eManager+ "Security Administrator."

Customer is solely responsible for the timeliness, accuracy, and completeness of any instruction and information in connection with Your eManager+ Service transactions.

VII. Password and Security.
Upon subscribing to eManager+, a password will be given to You. You will be required to change Your password upon Your first use and every ninety (90) days thereafter. Customer hereby agrees to safely keep the password, not to record the password or otherwise disclose or make the password available to anyone other than authorized users of eManager+. Using the password has the same effect as Customer's signature authorizing transactions. Anyone who has access to the password will have access to eManager+ and designated Accounts and Services.

Please contact Us immediately if You believe the password has been lost, stolen or otherwise become available to an unauthorized person.

We also require you to identify a unique image that you previously selected and to provide an answer to a security question if you logon from a computer that we do not recognize as one you have logged on from in the past.

VIII. Funds Transfer.
Funds transfer is the allocation of funds from one Account to another Account. Funds transfers will be processed on Business Days within the cutoff times specified in the eManager+ application. Loan payments will comply with the terms and agreements previously agreed to in the Note and Loan Agreement.

Customer authorizes Us to withdraw the necessary funds from Your Account with Us to process the funds transfer transaction. Any funds transfer shall be in an amount not to exceed any limit established by Associated Bank from time to time.

Uncollected funds may be accessed for funds transfer and check clearing, subject to applicable fees. Customer assumes responsibility for verifying availability of funds at the time of the funds transfer order. If Account is overdrawn, Customer agrees to immediately pay Us the overdrawn amount together with any applicable fees. If the Account is maintained in connection with an overdraft credit plan, any overdraft will be made in accordance with the agreement or rules governing that Account rather than this Agreement.

Funds transfer is not available for certificate of deposit Accounts. Types of transfers available to process though eManager+ include checking to checking, checking to savings, savings to savings, savings to checking, savings to loan, checking to loan, line of credit to checking, and line of credit to savings.

IX. Wire Transfer.
Wire transfers will be processed within the cutoff times specified in the eManager+ application. Uncollected funds may not be used for wire transfers. If applicable, the Wire Transfer Agreement that You previously executed will govern eManager+ wire transfer Services.

In the event that a Wire Transfer is requested by You through the use of eManager, then section 8 of Your Wire Transfer Agreement is amended as follows:

• After the phrase, “verified pursuant to a call back procedure followed by the Bank” add the phrase “, as well as those Security Procedures set forth in Sections VII and IX of the eManager Agreement,”.

Security Procedures. Unless You have opted out of the dual control requirement by signing the Dual Control Exception Addendum to Wire Transfer Agreement, Associated Bank requires dual control as an added security procedure for the wire transfer service. Dual control requires two users working together to successfully release a wire to the bank; one user to enter & approve the wire and the other user to release the wire. Even if a user is entitled to enter, approve and release wires a single user will not be able to approve and release the same wire. You will be further required to successfully authenticate yourself through a telephone based out-of-band authentication procedure prior to accessing the service module.

All other provisions of the Wire Transfer Agreement remain in full force and effect.

X. Positive Pay.
If applicable, the Positive Pay Service Agreement that You previously executed will govern eManager+ positive pay Services, including positive pay cutoff times.

XI. Stop Payment.
A stop payment order must be received by Associated Bank at such time and in such a manner that Associated Bank has a reasonable opportunity to act on it prior to the earlier of the payment of the check, draft or other payment mechanism (e.g. "ACH") by Associated Bank or the cutoff hour established by Associated Bank for receipt of such requests, if any. Use of this stop payment request form by a Customer and receipt of same by Associated Bank (whether received electronically or otherwise) constitutes Your agreement to all of the terms and conditions contained herein and authorizes Associated Bank to initiate the Stop Payment. Stop Payment orders received after regular banking hours on Monday through Friday or on Saturdays, Sundays, federal holidays, or Associated Bank's established cutoff times may be considered received and will be processed at the opening of business on the next banking day.

ASSOCIATED BANK IS NOT BOUND BY A STOP PAYMENT REQUEST AFTER NINE (9) MONTHS FROM THE DATE OF SUCH ORDER UNLESS SUCH ORDER IS RENEWED FOR AN ADDITIONAL NINE (9) MONTHS.

You understand that stopping payment on a check does not relieve you or any other signer of such check from liability on the check to a person who has taken such check for value, in good faith and without notice of any defense or claim that you or any other signer of the check may have on the check. If more than one signer is required on such check, Associated Bank is authorized to accept any Stop Payment Order from any of such signers.

You agree to pay the stop payment fees identified in Associated Bank's current fee schedule, as amended from time to time, and authorize Associated Bank to deduct any such fees from any account you maintain with Associated Bank.

You understand the need for absolute accuracy in describing the check upon which stop payment is being requested. IF ANY INFORMATION DESCRIBING THE CHECK IS NOT ACCURATE, ASSOCIATED BANK MAY NOT FIND THE CHECK OR INITIATE THE STOP PAYMENT ORDER. Associated Bank shall not be liable for failing to stop payment on a check or for stopping payment on the wrong check if the information regarding the check is not completely and accurately described and provided to Associated Bank.

You agree to indemnify and hold harmless Associated Bank against any loss, cost, claim, expense, damage or liability (including reasonable attorneys' fees) Associated Bank may sustain for stopping payment on any check described herein in accordance with any Stop Payment Order received by Associated Bank.

You agree to notify Associated Bank promptly of the issuance, check number and date of a duplicate check or the return of the original check.

You agree to notify Associated Bank if you wish to release the stop payment. (You may contact Associated Bank in writing at the address provided below, by phone, or in person at any Associated Bank office.)

Associated Bank; Stop Payment, MS 7017; P.O. Box 19097; Green Bay, WI 54307-9757

XII. Imaging for Checks and Deposit Tickets.
We will make every effort to produce legible images of Account checks and deposit tickets; however, some items will produce poor quality images or may not produce an image. In those cases, it is not Our responsibility to remedy the image quality. For better processing quality, We recommend the use of forms and check stock approved by Us.

XIII. ACH Origination.
If applicable, the Automated Clearing House ("ACH") Services offered through eManager+ will be governed by the Treasury Management Services Master Agreement that You previously executed. Uncollected funds may not be used for ACH.

You may make Federal Treasury Tax payments electronically through eManager+. You may also make state and municipal tax payments.

In the event that an ACH transaction is originated by you through the use of eManager, then section 38.A. 3. (a) of the Treasury Management Services Master Agreement is amended as follows: after “Set Up Documentation” add “, and the Security Procedure set forth in Sections VII and XIII of the eManager Agreement,”.

Security Procedures. You will be further required to successfully authenticate yourself through a telephone based out-of-band authentication procedure prior to accessing the service module.

All other provisions of the Treasury Management Services Master Agreement remain in full force and effect.

XIV. EDI Information.
Electronic Data Interchange ("EDI") is an addendum text offered with ACH origination Services.

XV. Gear Box.
Gear Box offers Customer dial-up access to use eManager+ at www.associatedbank.com. The Service is provided for the benefit of Customers that do not have an Internet service provider. Customer is responsible for all telephone and connection fees. The Gear Box Agreement that You execute will govern eManager+ Gear Box Services.

XVI.Bill Payment Service for Businesses.
The Terms and Conditions of the Bill Payment Service for Businesses will govern eManager+ Bill Payment for Businesses Services. In addition to the Password and Security provisions set forth in those Terms and Conditions, You will be further required to successfully authenticate yourself through a telephone based out-of-band authentication procedure to access the Bill Payment service module.

All other provisions of the Terms and Conditions of the Bill Payment Service for Businesses remain in full force and effect.

XVII.Overdraft.
Customer is liable for any Account shortage resulting from charges or overdrafts, whether caused by Customer, authorized user, or another with access to eManager+. This liability is due immediately, and can be deducted directly from the Account balance specified whenever sufficient funds are available. Customer does not have the right to defer payment of this liability, and You are liable regardless of whether You processed the item or benefited from the charge or overdraft. This includes liability for Our costs to collect the outstanding balance including, to the extent permitted by law, Our reasonable attorney's fees.

XVIII. Fees.
Customer shall compensate Associated Bank for the performance of each Service in accordance with the eManager+ fee schedule. We may amend fee schedule from time to time.

XIX. Liability.
Associated Bank shall not be liable to You for any damages whatsoever arising in connection with the accuracy and completeness of information supplied through eManager+ regarding Your Account. We will exercise ordinary care in providing eManager+ Services and will be responsible for a loss sustained by You only to the extent such loss is caused by Our reckless or willful misconduct. In no event shall clerical errors or mistakes in judgment constitute failure to exercise ordinary care, nor shall We have any liability for any indirect, incidental, consequential (including lost profits), special or punitive damages whether arising in contract or in tort, and whether or not the possibility of such damages was disclosed to or could have reasonably been foreseen by Associated Bank. Under no circumstances shall Associated Bank be responsible for any liability, loss or damage resulting from any delay in performance of or failure to perform in connection with any Service which is caused by interruption of telephone, facsimile or communication facilities, delay in transportation, equipment breakdown or mechanical malfunction, electrical, power or computer failure, accidents, fire, flood, explosion, theft, natural disaster or other catastrophe, acts or failure to act by You or any third party, strikes or lockouts, emergency conditions, riots, war, acts of government or other circumstances which are unavoidable beyond Our control. Associated Bank shall not be liable for failure to perform any of its obligations in connection with any eManager+ Service if such performance would result in it being in breach of any law, regulation or requirement of any government authority.

XX. Exclusion of Warranties.
eManager+ makes use of a private network, intended for authorized users only. We have confidence in the security measures We employ, however, this is not an invitation for individuals to attempt unauthorized access. BY USING eManager+, CUSTOMER AGREES TO ACCEPT COMPLETE RESPONSIBILITY THEREFORE, ASSOCIATED BANK, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SERVICE PROVIDERS, DISCLAIM ANY AND ALL LIABILITY, WHETHER NOW KNOWN OR OTHERWISE, WITH RESPECT TO CUSTOMER'S USE, AUTHORIZED OR UNAUTHORIZED, OF eManager+, AND ASSOCIATED BANK FURTHER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

XXI. Indemnification.
Customer shall indemnify and hold harmless Associated Bank and each of its directors, officers, employees, agents, successors and assigns ("Indemnitees") from and against all liability, loss and damage of any kind incurred by or asserted against Indemnitee in any way relating to or arising out of any Service, by reason of any acts or omissions of Customer or any third party or otherwise, except to the extent such liability, loss or damage is caused by the gross negligence or willful misconduct of such Indemnitee and provided that reliance without further investigation, on any oral, telephonic, electronic, written or other request, notice or instruction believed in good faith to have been given by Customer will in no event constitute gross negligence or willful misconduct on the part of such Indemnitee.

XXII. Contact Us.
Contact the Customer Care Center by phone (1-800-682-4989) or write Us at Associated Bank, P.O. Box 19006, Green Bay, Wisconsin 54307-9006. Customer may also notify Us through secure messaging.

XXIII. Account Information Disclosure.
The circumstances under which We may provide information about Accounts to third parties are summarized in Our current privacy notice. Customer agrees that We may deliver Our privacy notices and opt-out notices to Customer by making them available on www.associatedbank.com. Customer may access the privacy notice on www.associatedbank.com, or request a paper copy by writing to Us at Associated Bank, P. O. Box 19006, Green Bay, Wisconsin 54307-9006.

XXIV. Electronic Record Consent.
Customer consents to receive Electronic Records during the course of the eManager+ relationship.

XXV. Termination or Discontinuation.
In the event Customer wishes to discontinue eManager+, Customer must notify Us in writing. Written notice of Service discontinuance must be supplied ten (10) Business Days prior to the first day of the month to: Associated Bank, P. O. Box 19006, Green Bay, Wisconsin 54307-9006. Customer may also notify Us through secure messaging. If Customer notifies Us verbally, Customer must also send Us written notification. After Customer's proper notice is received by Us, the actual discontinuance date of eManager+, for purposes of monthly fees, will be the first day of the next month. As such, monthly fees for eManager+ will not be prorated.

We may modify, suspend or terminate Customer's privilege of using eManager+ and may withhold approval of any transaction, at any time, without prior notice to Customer. In the event We terminate eManager+, We will endeavor to notify Customer in advance but are not required to do so. Customer will be notified as soon as practicable.

Any one person who can use eManager+ may terminate eManager+. Neither termination nor discontinuation shall affect Customer's liability or obligation under this Agreement.

XXVI. Assignment.
Customer may not assign this Agreement to any other party without Associated Bank's prior written consent. We may assign this Agreement to Our successor in interest or to any, directly or indirectly, affiliated company. We may also assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties.

XXVII. Third Parties.
Customer understands that support and services relating to eManager+ are provided by third parties other than Us, and Customer authorizes Us to contract with third parties to provide such support and service.

XXVIII. No Waiver.
We shall not be deemed to have waived any of Our rights or remedies hereunder unless such waiver is in writing and signed by Us. No delay or omission on Our part in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or wavier of any rights or remedies on future occasions.

XXIX. Governing Law.
This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the State of Wisconsin.

XXX. Headings.
Headings are used for reference purposes only and shall not be deemed part of this Agreement.

XXXI. Conflict of Provisions.
This Agreement is intended to supplement and not to replace other agreements between Customer and Us relating to Accounts, including, without limitation, the Deposit Account Rules. The deposit Accounts accessed by eManager+ remain subject to the Deposit Account Rules governing deposit accounts, which have been provided to You. Additionally, any loan or line of credit accessible by eManager+ will remain subject to the Loan Agreement that You executed previously.

In the event of a conflict between this Agreement and any other Account Rules and agreements that apply to Your Accounts, this Agreement shall govern and prevail, unless otherwise specified in this Agreement.

XXXII. Binding Effect.
This Agreement shall bind and benefit the parties and their successors and assigns. Associated Bank may from time to time amend any of the terms of this Agreement. Customer will be provided with notice of any such amendments in accordance with Associated Bank's normal business practices. By continuing to use any Service after notice of such amendment, Customer shall be deemed to have agreed to such amendment and shall be bound by this Agreement as so amended.

XXXIII. Prohibited Uses.
The following content and activities may not be displayed or promoted by Customer nor associated in any way with Customer's account, including, without limitation:

• Transmission, storage, or presentation of any information, data or material in violation of any United States, state or local law, rule or regulation.
• Copyrighted materials without the proper authorization or permission.
• Material or activities judged by Associated Bank to be threatening, obscene, disparaging, or hate-related.
• Material protected by trade secret or other statute.
• Pornography, nudity, erotica, and sex-related merchandising, including, without limitation, sites that may infer sexual content, or link to adult content elsewhere.
• Content that promotes any illegal or prohibited activity.
• Content that may be damaging to Tushaus' servers or to any other server on the Internet.
• Pirated software.
• Promotion or sale of unsolicited or bulk email (SPAM) software or services.
• Unsolicited or bulk email or newsgroup posts (SPAM) which references and/or is traceable to Associated Bank or Customer in any way.
• Illegally distributed MP3 media.
• Harassing, annoying, or otherwise interfering with any person's, group's or organization's use or enjoyment of the Internet experience.
• Links or reference to any of the above.

XXXIV. Refusal of Services
Associated Bank reserves the right, at all times and for any reason, to refuse or cancel the Services in its sole discretion, with or without notice to Customer.

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