ASSOCIATED BANC-CORP — Director's Dealing 2011

Jun 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2011-06-24

Reporting Person: Utz John A. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-24	Common Stock $0.01 Par Value	A	394	—	Acquired	43651	Direct
2011-06-24	Common Stock $0.01 Par Value	D	272.45	—	Disposed	6387.88	Indirect

Footnotes

F1: Shares of Common Stock granted as a portion of annual salary are fully vested and subject to restriction on transfer until January 3, 2013.

F2: Total includes balance at 6/28/11 (based on 6/24/11 deferrals) in 401K Trust account. Although the number of shares reported are less than the prior report, no sales took place.

Share "units" are converted, for reporting and communication purposes, to "shares" of stock. The number of "shares" reported under this Plan are based on the NAV at valuation end, divided by the share price. However, there is also a cash component to the stock fund, which varies throughout the year. Due to this NAV and cash variation from valuation to valuation, the number of shares will appear to decrease because of the accounting procedures used to valuate the Plan.

NAV on 6/24/11 was $13.25 per share.