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: OLSEN ARTHUR E (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-15	Common Stock $.01 Par Value	J	42.056	$18.309	Acquired	16679.798	Direct
2008-12-12	Common Stock $.01 Par Value	A	61.94	—	Acquired	14873.75	Indirect

Footnotes

F1: Total includes adjustment in shares for exempt purchases in issuer's Employee Stock Purchase Plan since insider's last reporting.

F2: 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.

F3: The closing price of Associated Banc-Corp common stock on 12/12/08 was $18.63 per share.