ASSOCIATED BANC-CORP — Director's Dealing 2008

May 21, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2008-05-15

Reporting Person: KING GORDON C (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-15	Common Stock $.01 Par Value	J	40.227	$28.9594	Acquired	19336.678	Direct
2008-05-15	Common Stock $.01 Par Value	J	22.791	$28.9594	Acquired	19359.469	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	11408.67	Indirect

Footnotes

F1: Total includes adjustment in shares for exempt purchases in issuer's Dividend Reinvestment Plan since insider's last reporting.

F2: Total includes adjustment in shares for exempt purchases in issuer's Employee Stock Purchase Plan since insider's last reporting.