8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)			October 28, 2014
Associated Banc-Corp
(Exact name of registrant as specified in its charter)
Wisconsin	001-31343				39-1098068
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
433 Main Street, Green Bay, Wisconsin				54301
(Address of principal executive offices)				(Zip code)

Registrant’s telephone number, including area code 920-491-7500

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.

On October 28, 2014, the Board of Directors of Associated Banc-Corp (the “Company”) increased the size of the Board from 12 to 13 directors and appointed R. Jay Gerken to fill the resulting vacancy.   Mr. Gerken was also appointed to the Audit Committee and the Trust Committee of the Board. There were no arrangements or understandings between the Company and Mr. Gerken pursuant to which he was selected as a director, and he does not have any relationship or transactions with the Company required to be disclosed under Item 404(a) of Regulation S-K. Other than the compensation payable to non-employee directors of the Company as described in the Company’s proxy statement for the 2014 Annual Meeting of Shareholders, Mr. Gerken is not a party to any plans, contracts or arrangements involving grants or awards by the Company.

Item 8.01 Other Events.

On October 28, 2014, the Company issued a press release announcing the appointment of Mr. Gerken to the Board. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On October 28, 2014, the Company issued a press release announcing that the Company’s Board of Directors has 1) declared regular quarterly dividends on the Company’s outstanding common shares and outstanding 8.00% Perpetual Preferred Stock Series B Depositary Shares, and 2) authorized the repurchase of up to $120 million of the Company’s common stock, in addition to the previously authorized common stock repurchase program announced on March 18, 2014.  Repurchases under such programs are subject to regulatory limitations and may occur from time to time in open market purchases, block transactions, accelerated share repurchase programs or similar facilities.  The press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

99.1 News Release dated October 28, 2014 regarding the appointment of Mr. Gerken.   

99.2 News Release dated October 28, 2014 regarding dividends and the stock repurchase program.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
	Associated Banc-Corp
Date:  October 28, 2014	By:  /s/ Randall J. Erickson
	Randall J. Erickson
	Executive Vice President, General Counsel and Corporate Secretary
Exhibit Index
Exhibit
Number
99.1 News Release dated October 28, 2014 regarding the appointment of Mr. Gerken.
99.2 News Release dated October 28, 2014 regarding dividends and the stock repurchase program.

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EX-99.1

	Exhibit 99.1
	NEWS RELEASE  Investor Contact: Brian Klaus, Director of Investor Relations 920-491-7059 Media Contact: Cliff Bowers, Director of Public Relations 920-491-7542

R. Jay Gerken Joins Associated Board

GREEN BAY, Wis. –– October 28, 2014 –– Associated Banc-Corp (NASDAQ:ASBC) today announced that R. Jay Gerken has been appointed to Associated’s Board of Directors.

Mr. R. Jay Gerken, 63, is a director of 18 mutual funds with approximately $30 billion in assets associated with Sanford C. Bernstein Fund, Inc.  Mr. Gerken served as the President and Chief Executive Officer of Legg Mason Partners Fund Advisor, LLC from 2005 until June 2013.  During that period, he was also the President and a director of the Legg Mason and Western Asset mutual funds with combined assets in excess of $100 billion. Previously, Mr. Gerken served in a similar capacity at Citigroup Asset Management Mutual Funds from 2002 to 2005.

“Jay’s background will serve our board well,” said Associated’s Chairman, William R. Hutchinson. “We are delighted to have someone with Jay’s depth of experience as a director,” added Associated’s President and Chief Executive Officer, Philip B. Flynn.

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NASDAQ: ASBC) has total assets of $26 billion and is one of the top 50, publicly traded, U.S. bank holding companies. Headquartered in Green Bay, Wis., Associated is a leading Midwest banking franchise, offering a full range of financial products and services in over 200 banking locations serving more than 100 communities throughout Wisconsin, Illinois and Minnesota, and commercial financial services in Indiana, Michigan, Missouri, Ohio and Texas. Associated Bank, N.A. is an Equal Housing Lender, Equal Opportunity Lender and Member FDIC. More information about Associated Banc-Corp is available at www.associatedbank.com.

FORWARD LOOKING STATEMENTS

Statements made in this document which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995.  This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings or other measures of performance.  Such forward-looking statements may be identified by the use of words such as “believe”, “expect”, “anticipate”, “plan”, “estimate”, “should”, “will”, “intend”, “outlook”, or similar expressions.  Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties.  Actual results may differ materially from those contained in the forward-looking statements.  Factors which may cause actual results to differ materially from those contained in such forward-looking statements include those identified in the company’s most recent Form 10-K and subsequent SEC filings.  Such factors are incorporated herein by reference.

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EX-99.2

	Exhibit 99.2
	NEWS RELEASE  Investor Contact: Brian Klaus, Senior Vice President, IInvestor Relations 920-491-7059 Media Contact: Cliff Bowers, Senior Vice President, Director of Public Relations 920-491-7542

Associated Announces Increase in Common Stock Dividend and
Share Repurchase Program

GREEN BAY, Wis. –– October 28, 2014 –– The Board of Directors of Associated Banc-Corp (NASDAQ:ASBC) (“Associated”) today declared a regular quarterly cash dividend of $0.10 per common share, payable on December 15, 2014, to shareholders of record at the close of business on December 1, 2014. This is an increase of $0.01 from the previous quarterly cash dividend of $0.09 per common share.

“We are pleased to announce an increase in Associated’s dividend,” said President and CEO Philip B. Flynn.  “We see this dividend increase as delivering on our commitment to enhance shareholder value.”

The Board of Directors also declared a regular quarterly cash dividend of $0.50 per depositary share on Associated’s 8.00% Series B Perpetual Preferred Stock to shareholders of record at the close of business on December 1, 2014, with the dividend payable date of December 15, 2014.

In addition, the Board authorized the repurchase of up to $120 million of Associated’s common stock.  This repurchase authorization is in addition to the previously authorized common stock repurchase program announced on March 18, 2014.  There remains approximately $55 million under the previous authorization, or approximately $175 million in the aggregate.  Repurchases under such programs are subject to regulatory limitations and may occur from time to time in open market purchases, block transactions, accelerated share repurchase programs or similar facilities.

ABOUT ASSOCIATED BANC-CORP

Associated Banc-Corp (NASDAQ: ASBC) has total assets of $26 billion and is one of the top 50, publicly traded, U.S. bank holding companies. Headquartered in Green Bay, Wis., Associated is a leading Midwest banking franchise, offering a full range of financial products and services in over 200 banking locations serving more than 100 communities throughout Wisconsin, Illinois and Minnesota, and commercial financial services in Indiana, Michigan, Missouri, Ohio and Texas. Associated Bank, N.A. is an Equal Housing Lender, Equal Opportunity Lender and Member FDIC. More information about Associated Banc-Corp is available at www.associatedbank.com.

FORWARD LOOKING STATEMENTS

Statements made in this document which are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995.  This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings or other measures of performance.  Such forward-looking statements may be identified by the use of words such as “believe”, “expect”, “anticipate”, “plan”, “estimate”, “should”, “will”, “intend”, “outlook”, or similar expressions.  Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties.  Actual results may differ materially from those contained in the forward-looking statements.  Factors which may cause actual results to differ materially from those contained in such forward-looking statements include those identified in the company’s most recent Form 10-K and subsequent SEC filings.  Such factors are incorporated herein by reference.

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