ASSOCIATED BANC-CORP — Director's Dealing 2014

Mar 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2014-01-21

Reporting Person: CROWLEY RUTH M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-21	Phantom Stock Unit	$0	A	99.319	Acquired		Common Stock $0.01 Par Value (99.319)	Direct

Footnotes

F1: "Stock units" awarded under Director's Deferred Compensation Plan.

F2: Stock units are 100% vested at the time of the acquisition.

F3: Phantom stock units will remain in the Director's Deferred Compensation Plan until such account balance is distributed pursuant to Insider's distribution election(s) on file.