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ASSOCIATED BANC-CORP Director's Dealing 2012

Jun 8, 2012

31126_dirs_2012-06-08_b3d2b2b2-1bd7-4bce-a59e-bef4e773173a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2012-06-06

Reporting Person: HUTCHINSON WILLIAM R (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-06-06 Phantom Stock Unit $0 A 3352.892 Acquired Common Stock $0.01 Par Value (3352.892) Direct

Footnotes

F1: Stock units are 100% vested at the time of the acquisition.

F2: 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.

F3: "Share units" were based on a NAV of $11.93 per share as of June 6, 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 at valuation end, divided by the share price. There is also a cash component to the stock fund, which varies throughout the year.