ASSOCIATED BANC-CORP — Director's Dealing 2008

Dec 18, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Stein David L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-12	Common Stock $.01 Par Value	A	3.32	—	Acquired	514.26	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	11807	Direct
Common Stock $.01 Par Value	400	Indirect

Footnotes

F1: Based on an account valuation as of 12/17/08, reflecting the settlement of inter-plan transfers into the stock fund which occurred on 12/12/08.

F2: The closing price of Associated Banc-Corp common stock on 12/12/08 was $18.63 per share.