ASSOCIATED BANC-CORP — Director's Dealing 2011

Jun 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2011-06-21

Reporting Person: Smith Donna N. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-21	Common Stock $0.01 Par Value	A	2591	—	Acquired	30729	Direct

Footnotes

F1: Subject to the Issuer's prior repayment of 100% of the aggregate financial assistance it received under the Troubled Asset Relief Program ("TARP"), shares of the restricted stock will vest in three installments: (1) 34% on the first anniversary of the grant date; (2) 33% on the second anniversary of the grant date; and (3) 33% on the third anniversary of the grant date. Notwithstanding the foregoing schedule and subject to the requirements of the TARP, no share of restricted stock will vest based on the above terms unless and until the Reporting Person continuously performs substantial services to the Issuer for two years after its grant date or fails to do so because of his or her death or disability, or a change in control of the Issuer.