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: B0DAGER BRIAN R (CAO, General Counsel & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-15	Common Stock $.01 Par Value	J	75.968	$28.9594	Acquired	131043.123	Direct
2008-05-15	Common Stock $.01 Par Value	J	2.325	$28.995	Acquired	559.034	Indirect
2008-05-15	Common Stock $.01 Par Value	J	3.824	$28.9594	Acquired	562.858	Indirect
2008-05-15	Common Stock $.01 Par Value	J	22.46	$28.995	Acquired	2457.59	Indirect
2008-05-15	Common Stock $.01 Par Value	J	23.538	$28.995	Acquired	2656.328	Indirect
2008-05-15	Common Stock $.01 Par Value	J	23.538	$28.995	Acquired	2656.328	Indirect

Holdings (Non-Derivative)

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

Footnotes

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

F2: Total includes adjustment in shares for exempt purchases in issuer's Dividend Reinvestment Plan since insider's last reporting.