Summary of ASSOCIATED BANC-CORP

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting of Shareholders of Associated Banc-Corp (the "Company") held on April 24, 2012 (the "Annual Meeting"), shareholders of the Company approved an amendment to the Company's Amended and Restated Articles of Incorporation relating to its preferred stock (the "Amendment"). The Amendment became effective upon filing with the Wisconsin Department of Financial Institutions on April 25, 2012. The Amendment amends and restates Article III,
Section 2 of the Company's Amended and Restated Articles of Incorporation. In addition, the Amendment deletes Article III, Sections 3, 4, 5 and 6 in their entirety, and Article III, Sections 7, 8 and 9 are re-numbered 3, 4 and 5, respectively. Previously, Article III, Sections 2, 3, 4, 5 and 6 required that any preferred stock issued by the Company include certain mandatory, minimum rights, including (1) a requirement that dividends be cumulative, (2) a limitation disallowing any dividends to be paid on the Company's common stock if there are any accrued dividends on the preferred stock which have not been paid, or been declared and a sum set aside for payment, and (3) a liquidation preference. The Amendment has the effect of eliminating these minimum requirements with respect to preferred stock issued in the future.

The Amendment also applies to the terms of the Company's outstanding 8.00% Perpetual Preferred Stock, Series B, liquidation preference $1,000 per share (the "Series B Preferred Stock"). At the time of issuance of the Series B Preferred Stock, the Company's Amended and Restated Articles of Incorporation required dividends on the Series B Preferred Stock to be cumulative. By the terms of the Series B Preferred Stock, dividends on the Series B Preferred Stock became non-cumulative upon effectiveness of the Amendment.

A copy of the Articles of Amendment to the Company's Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3.1, 4.1 and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:

(1) Election of the below-named nominees to the Board of Directors (the "Board") of the Company:

                               Number of Votes      Number of Votes      Broker
     Nominee                         FOR               Withheld        Non-Votes
     John F. Bergstrom              123,543,608       13,686,475        20,064,417

     Ruth M. Crowley                123,162,431       14,067,652        20,064,417

     Philip B. Flynn                136,067,128        1,162,956        20,064,417

     Ronald R. Harder               135,396,230        1,833,854        20,064,417

     William R. Hutchinson          135,558,475        1,671,608        20,064,417

     Robert A. Jeffe                124,877,428       12,352,655        20,064,417

     Eileen A. Kamerick             135,844,779        1,385,304        20,064,417

     Richard T. Lommen              123,251,052       13,979,031        20,064,417

     J. Douglas Quick               135,521,736        1,708,347        20,064,417

     John C. Seramur                135,181,265        2,048,818        20,064,417

     Karen T. van Lith              134,364,433        2,865,650        20,064,417

     John (Jay) B. Williams         124,878,312       12,351,771        20,064,417

(2) Approval of the amendment of the Amended and Restated Articles of Incorporation of the Company regarding the rights and preferences of preferred stock.

Number of Votes FOR Number of Votes Against Withheld/Abstentions Broker Non-Votes 134,158,142 2,194,965 876,972 20,064,421

(3) Approval of an advisory (non-binding) proposal on named executive officer compensation.

Number of Votes FOR Number of Votes Against Withheld/Abstentions Broker Non-Votes 86,940,998 48,270,869 2,018,213 20,064,420

(4) Advisory vote on the frequency of advisory (non-binding) approval of named executive officer compensation.

1 Year 2 Years 3 Years Abstentions Broker Non-Votes 131,943,128 525,242 3,032,985 1,728,720 20,064,425

(5) Ratification of KPMG LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2012.

Number of Votes FOR Number of Votes Against Withheld/Abstentions Broker Non-Votes 155,192,534 1,431,801 670,165 0

In light of the results of the advisory vote on the frequency of advisory (non-binding) approval of named executive officer compensation, the Board determined that the Company will hold an annual advisory (non-binding) vote on named executive officer compensation. The Board will reevaluate this determination after the next shareholder advisory vote on the frequency of advisory (non-binding) approval of named executive officer compensation.