ASSOCIATED BANC-CORP — Director's Dealing 2012

May 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2012-05-15

Reporting Person: Utz John A. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-15	Common Stock $0.01 Par Value	A	26.6	—	Acquired	7351.91	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $0.01 Par Value	45235	Direct
Common Stock $.01 Par Value - Restricted Stock Unit	13126	Direct

Footnotes

F1: Based on an account valatuation as of May 17, 2012, reflecting the settlement of inter-plan transfers into the stock fund which occurred on May 15, 2012.

F2: The closing price of Associated Banc-Corp common stock on May 15, 2012, was $12.85 per share.