Associated Banc-Corp (ASB) 8-K Departure of Directors or Certain Officers

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) October 24, 2017

                                                                           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.)

433 Main Street, Green Bay, Wisconsin	54301
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code 920-491-7500

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

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

On October 24, 2017, the Compensation and Benefits Committee (the “Committee”) of Associated Banc-Corp (the “Company”) terminated the Company’s Change of Control Plan after a review that determined the Change of Control Plan was outdated in several respects. Originally adopted in 1993, the Change of Control Plan provided for severance benefits to the Company’s CEO and certain executive officers in the event their employment was terminated for specified reasons following a change of control of the Company. The review of the Change of Control Plan was undertaken by the Committee in the ordinary course of reviewing compensation arrangements with the Company’s executive officers.  The Committee is in the process of developing new change of control arrangements for the executive officers which the Committee expects to implement in the coming months.

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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
	(Registrant)
Date:  October 24, 2017	By:   /s/ Randall J. Erickson
	Randall J. Erickson
	Executive Vice President, General Counsel,
	Corporate Secretary and Chief Risk Officer

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