ASSOCIATED BANC-CORP — Director's Dealing 2012

May 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2012-05-14

Reporting Person: Yee James (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-14	Common Stock $0.01 Par Value	A	15515	—	Acquired	15515	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-14	Non-qualified Stock Option (Right to Buy)	$12.89	A	39312	Acquired	2022-05-14	Common Stock $0.01 Par Value (39312)	Direct

Footnotes

F1: Shares of restricted stock will vest 50% on the third anniversary after the grant date and the remaining 50% on the fifth anniversary after the grant date.

F2: Stock Options will vest 50% on the third anniversary after the grant date and the remaining 50% on the fifth anniversary after the grant date.