ASSOCIATED BANC-CORP — Director's Dealing 2012

Oct 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2012-09-28

Reporting Person: LOMMEN RICHARD T (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Phantom Stock Unit	$0	A	1002.09	Acquired		Common Stock $0.01 Par Value (1002.09)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Perpetual Preferred Stock Series B (ABW pr B)	20000	Direct
Common Stock $0.01 Par Value	40980	Indirect
Common Stock $0.01 Par Value	16426	Indirect
Common Stock $0.01 Par Value	106358.624	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-qualified Stock Option (Right to Buy)	$20.01	2013-04-23	Common Stock $0.01 Par Value (8382)	8382	Direct
Non-qualified Stock Option (Right to Buy)	$12.33	2010-04-19	Common Stock $0.01 Par Value (0)	0	Direct

Footnotes

F1: Stock is owned by Courtesy Corporation; Mr. Lommen serves as Chairman and a director of Courtesy Corporation.

F2: Stock units are 100% vested at the time of the acquisition.

F3: Phantom stock units will remain in Insider's nonqualified benefit plan until such plan account balance is distributed pursuant to Insider's distribution election(s) on file.

F4: "Share units" were based on a share price of $13.16 per share as of September 28, 2012. "Share units" are converted, for reporting and communication purposes, to "shares" of stock. The number of "shares" reported under this Plan are based on the NAV of the stock fund at valuation end, divided by the share price. There is also a cash component to the stock fund, which varies throughout the year.