ASSOCIATED BANC-CORP — Director's Dealing 2008

Nov 5, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2008-10-31

Reporting Person: Stein David L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-31	Common Stock $.01 Par Value	A	15.27	—	Acquired	484.5	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 November 4, 2008, reflecting the settlement of inter-plan transfers into the stock fund which occurred on October 31, 2008.

F2: The closing price of Associated Banc-Corp common stock on October 31, 2008 was $22.06 per share.