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

On January 22, 2013, the Board of Directors of Associated Banc-Corp (the "Company") approved amendments to the Company's Supplemental Executive Retirement Plan (the "Plan"). One such amendment reduces the time period required for participants' benefits under the Plan to vest, from five years of service to immediate vesting. The Plan was also amended as it relates to the timing of Company contributions to the Company's 401(K) Plan and Retirement Account Plan. The foregoing description of the amendments to the Plan is qualified in its entirety by reference to the Plan, as amended, which is filed as Exhibit 99.1 hereto and incorporated by reference herein.

Item 8.01. Other Events.

On January 22, 2013, the Board of Directors of the Company declared regular quarterly dividends on the Company's outstanding common shares and outstanding 8.00% Perpetual Preferred Stock, Series B Depositary Shares. The news release containing this information is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Supplemental Executive Retirement Plan, updated as of January 2013

99.2 News Release dated January 22, 2013

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