ASSOCIATED BANC-CORP — Director's Dealing 2012

Apr 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2012-04-19

Reporting Person: Erickson Randall J. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-19	Common Stock $.01 Par Value - Restricted Stock Unit	A	10067	—	Acquired	10067	Direct
2012-04-19	Common Stock $0.01 Par Value	A	3728	—	Acquired	5728	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-19	Non-qualified Stock Option (Right to Buy)	$13.41	A	25359	Acquired	2022-04-19	Common Stock $0.01 Par Value (25359)	Direct

Footnotes

F1: Options vest in annual increments over 3 years; 34% on the first anniversary after the grant date, and 33% on the second and third anniversaries after the grant date, respectively.

F2: Performance-based restricted stock unit represents contingent right to receive one share of common stock; any dividend equivalents to be paid will be settled in cash upon vesting. Vesting is subject to the determination by the Compensation and Benefits Committee of satisfaction of 2012 performance criteria set forth in the grant agreement.

F3: Shares of restricted stock will vest in annual increments over 3 years; 34% on the first anniversary after the grant date, and 33% on the second and third anniversaries after the grant date, respectively.