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) January 5, 2012

Associated Banc-Corp

(Exact name of registrant as specified in its chapter)

Wisconsin	001-31343	39-1098068
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1200 Hansen Road, Green Bay, Wisconsin	54304
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code 920-491-7000

Not Applicable

(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))

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

On January 5, 2012, Mark J. McMullen notified Associated Banc-Corp of his decision to retire as Vice Chairman of Associated Bank, National Association and as a director of its affiliates, effective February 10, 2012.

A copy of the press release announcing Mr. McMullen’s retirement is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release by Associated Banc-Corp dated January 11, 2012

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: January 11, 2012	By:	/s/ Kristi A. Hayek
		Kristi A. Hayek
		Senior Vice President & Acting General Counsel

EX-99.1

EXHIBIT 99.1

New Release Contact: Autumn M Latimore Senior Vice President Public Relations Director 414-278-1860 PHONE 414-380-9082 CELL Autumn.latimore@associatedbank.com

McMullen to Retire from Associated Bank

GREEN BAY, Wis. – January 11, 2012 – Associated Banc-Corp (Nasdaq: ASBC) announced today that Mark J. McMullen will retire from the company, effective February 10, 2012. For more than 30 years, McMullen has provided dedicated service to Associated in a variety of roles.

In his most recent capacity as Vice Chairman of Associated Bank, McMullen focused on overall client retention and new business development, while also serving as an important ambassador for the bank’s community involvement. He has served since April 2001 as a member of Associated Banc-Corp’s Executive Committee. McMullen spent the majority of his career leading Associated’s Wealth Management division, where he expanded and grew the division to provide a full array of private banking, investment management, trust, financial planning, and insurance services.

Throughout his tenure, McMullen has shown an impressive commitment to his customers and the Northeast Wisconsin region. He continues to serve on the boards of directors and as an executive committee member for the Green Bay Packers, Bellin Health Services and the Bellin Foundation, the Greater Green Bay Community Foundation, and the Cornerstone Foundation. Mark has also been active with the Boys & Girls Clubs of Green Bay and many other service organizations.

“Mark has been one of the pillars of our company and an inspiration to colleagues throughout our organization,” said Associated President and CEO, Philip B. Flynn. “His years of experience have helped Associated to become a strong regional financial services company poised for growth. I feel very fortunate to have worked with Mark as he championed Associated customers and the Northeast Wisconsin community.”

Upon his retirement, McMullen will continue serving as an ambassador for Associated, its customers and its communities as Chairman of Associated’s Northeast Wisconsin Advisory Board. This board consists of business and community leaders who provide input on Associated products and services, increase the company’s visibility, and help develop referral business for new and existing clients.

About Associated Banc-Corp

Associated Banc-Corp (NASDAQ: ASBC) has total assets of $22 billion and is one of the top 50 financial services holding companies operating in the United States. Headquartered in Green Bay, Wis., Associated has approximately 270 banking locations serving more than 150 communities throughout Wisconsin, Illinois and Minnesota. The company offers a full range of banking services and other financial products and services. 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.

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