EXHIBIT 3.1

Amendment of Amended and Restated

Bylaws of Associated Banc-Corp

(a)  Retirement of Directors – A director shall retire as a director of the Corporation at the annual meeting following attainment of age seventy two (72). such director’s attainment of age 72.  The Board of Directors may waive the retirement age requirement on an annual basis for a director provided that such director shall retire as a director of the Corporation no later than at the annual meeting following such director’s attainment of age 75.   In the event a director is elected to a term which would cause the director to serve beyond age seventy two (72), the director shall be allowed to serve out the entire term for which he/she is elected unless said director desires to retire prior to the expiration of said term.