FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Utz John A.
(Last) (First) (Middle)
ASSOCIATED BANC-CORP
433 MAIN STREET
(Street)
GREEN BAY WI 54301
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ASSOCIATED BANC-CORP [ ASBC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock $0.01 Par Value 08/06/2014   F (1)   459 D $ 17.75 65,471 D  
Common Stock $0.01 Par Value               7,942.86 I 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Shares were surrendered to satisfy tax withholding obligations arising from the vesting of restricted stock.
/s/ Tracy A. Devine, attorney-in-fact for John A. Utz 08/08/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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POWER OF ATTORNEY (PUBLIC): POWER OF ATTORNEY UTZ 
POWER OF ATTORNEY

                         For Executing Forms 3, 4, and 5


KNOW ALL MEN BY THESE PRESENT, that the undersigned hereby
constitutes and appoints each of RANDALL J. ERICKSON, 
ALLISON E. CIMPL-WIEMER, and TRACY A. DEVINE signing singly, his true and 
lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned Forms 3, 4 and 5 
in accordance with Section 16(a) of the Securities Exchange Act of 
1934 and the rules thereunder;

(2) execute for and on behalf of the undersigned notices on Form 
144 in accordance with Rule 144 under the Securities Act of 1933;

(3) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution any such Forms 3, 4 or 5 or Form 144 and timely file such 
form with the United States Securities and Exchange Commission and 
any other authority; and

(4) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may
approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as such attorney-in-fact might or could 
do if personally present, with full power of substitution or
revocation, cause to be done by virtue of this power of attorney 
and the rights and powers herein granted.  The undersigned 
acknowledges that the foregoing attorneys-in-fact, in serving in 
such capacity at the request of the undersigned, are not assuming 
any of the undersigned?s responsibilities to comply with Section 
16 of the Securities Act of 1934 and the rules thereunder or Rule 
144 under the Securities Act of 1933.  This Power of Attorney shall 
be a durable power of attorney and shall not be affected by 
subsequent disability or incapacity of the undersigned.


IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 30 day of April, 2014.

Signature:



/s/ John A. Utz