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ASSOCIATED BANC-CORP Director's Dealing 2012

May 17, 2012

31126_dirs_2012-05-17_8ceea1c1-518d-4a97-ad95-6dfcf8db9d3a.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: 2012-05-15

Reporting Person: McKeag Bryan (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	J	42.575	$12.9184	Acquired	22107.99	Direct
2012-05-15	Common Stock $0.01 Par Value	A	23.88	—	Acquired	4452	Indirect

Footnotes

F1: Shares were purchased within the Issuer's Employee Stock Purchase Plan.

F2: 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.

F3: The closing price of Associated Banc-Corp common stock on May 15, 2012, was $12.85 per share.