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: Docter Judith M (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	17.03	$12.9184	Acquired	66859.517	Direct
2012-05-15	Common Stock $0.01 Par Value	A	40.83	—	Acquired	7842.92	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value - Restricted Stock Unit	11515	Direct

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.