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 26, 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 8.01. Other Events.

On January 26, 2012, Associated Banc-Corp announced that it has permanently shifted the timing for the consideration and payment of dividends on shares of its common stock. The news release containing this information is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 News Release dated January 26, 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 26, 2012	By:	/s/ Joseph B. Selner
	Joseph B. Selner
	Chief Financial Officer

	Exhibit Index
Exhibit
Number
99.1	News Release dated January 26, 2012

EX-99.1

Exhibit 99.1

         NEWS RELEASE Investor Contact: Tim Sedabres, Vice President, Finance 920-491-7059   Media Contact: Autumn Latimore, Senior Vice President, Public Relations Director 414-278-1860

Associated Banc-Corp Announces Change in Dates for

Declaration and Payment of Quarterly Cash Common Dividends

GREEN BAY, Wis. — January 26, 2012 — Associated Banc-Corp (NASDAQ: ASBC) announced today the timing for the consideration and payment of dividends on the common stock will be permanently shifted to align with the dividend payments for the recently issued 8.00% Perpetual Preferred Stock, Series B Depositary Shares (the “Series B Preferred”). Dividends on the Series B Preferred, if declared by the Board of Directors, are payable on the 15th day of March, June, September, and December. Going forward, Associated’s Board of Directors intends to consider and, if declared, pay dividends on the common and the Series B Preferred on the same dates. Accordingly, common dividends will be considered in late February, May, August, and September and, if declared, paid on the 15^th day of March, June, September, and December.

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. More information about Associated Banc-Corp is available at www.associatedbank.com.

Statements made in this document that 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. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. These statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “should,” “will,” “intend,” “outlook,” or similar expressions. Outcomes related to such statements are subject to numerous risk factors and uncertainties including those listed in the Company’s most recent Annual Report filed on Form 10-K as updated by the Company’s most recent Form 10-Q.

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