ASSOCIATED BANC-CORP — Director's Dealing 2008

Dec 24, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2008-12-23

Reporting Person: BODAGER BRIAN R (CAO, General Counsel & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-23	Common Stock $.01 Par Value	G	1600	—	Disposed	70362.447	Direct
2008-12-23	Common Stock $.01 Par Value	G	1000	—	Acquired	1000	Indirect
2008-12-23	Common Stock $.01 Par Value	G	200	—	Acquired	2657.61	Indirect
2008-12-23	Common Stock $.01 Par Value	G	200	—	Acquired	2856.339	Indirect
2008-12-23	Common Stock $.01 Par Value	G	200	—	Acquired	2856.339	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	0	Indirect
Common Stock $.01 Par Value	582.703	Indirect

Footnotes

F1: Shares received as a gift from insider. Insider is a trustee of the Foundation.

F2: Shares were received as a gift from insider.