X0303 4 2011-06-21 0000007789 ASSOCIATED BANC-CORP ASBC 0001523751 Utz John A. ASSOCIATED BANC-CORP 1200 HANSEN ROAD GREEN BAY WI 54304 1 Executive Vice President Common Stock $0.01 Par Value 2011-06-21 4 A 0 3975 0 A 43257 D 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. /s/ Linda Van Camp, power of attorney 2011-06-23