X0306 4 2019-02-05 0000007789 ASSOCIATED BANC-CORP ASB 0001523751 Utz John A. ASSOCIATED BANC-CORP 433 MAIN STREET GREEN BAY WI 54301 1 Executive Vice President Common Stock $0.01 Par Value 2019-02-05 4 D 0 1834 D 40550 D Common Stock $0.01 Par Value 2019-02-05 4 A 0 20435 0 A 60985 D Common Stock $0.01 Par Value 2019-02-05 4 F 0 3566 22.01 D 57419 D Common Stock $0.01 Par Value 10687 I 401(k) Plan Non-qualified Stock Option (Right to Buy) 22.01 2019-02-05 4 A 0 33777 22.01 A 2029-02-05 Common Stock $0.01 Par Value 33777 33777 D Phantom Stock Unit 2019-02-05 4 A 0 12727 0 A Common Stock $0.01 Par Value 12727 12727 D "Stock units" awarded under Deferred Compensation Plan. Upon the vesting of restricted stock units granted to the Insider on 2/1/2016, the person deferred the receipt of 21,787 shares of common stock and received instead 21,787 shares of phantom stock units under the Deferred Compensation Plan. The portion of the restricted stock units that were time-based reported as common stock on Table I on the date of grant. As a result, the Insider is reporting the disposition of such previously reported shares of common stock in exchange for an equal number of shares of phantom stock units. Includes 10,894 shares awarded pursuant to vesting of performance-based restricted stock units ("PRSUs") granted in 2016 and 9,541 shares Time-based RSAs ("TRSAs") granted in 2019, which will vest in four equal annual installments beginning on February 8, 2020. Shares were surrendered to satisfy tax withholding obligations resulting from the vesting of awards. Option vests in four equal annual installments beginning on February 8, 2020. Each share of phantom stock represents a right to receive one share of common stock, or at Associated Banc-Corp's election, the cash value thereof. Stock units are 100% vested at the time of the acquisition. Phantom stock units will remain in the Insider's Stock Plan Services plan until separation and be distributed pursuant to the Insider's distribution election on file. /s/ Lynn M. Floeter, attorney-in-fact for John A. Utz 2019-02-07