ASSOCIATED BANC-CORP — Director's Dealing 2009

Oct 1, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2009-09-30

Reporting Person: LOMMEN RICHARD T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-09-30	Common Stock $.01 Par Value	J	40980	—	Acquired	67963.545	Direct
2009-09-30	Common Stock $.01 Par Value	J	81960	—	Disposed	6426	Indirect
2009-09-30	Common Stock $.01 Par Value	J	40980	—	Acquired	40980	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-09-30	Phantom Stock Unit	$0	A	1379.51	Acquired	2035-12-31	Common Stock $.01 Par Value (1379.51)	Direct

Footnotes

F1: Represents pro rata distribution of 81,960 shares by Courtesy Corporation to family trusts of which Mr. Lommen and his spouse are the beneficiaries, which family trusts then distributed 40,980 of such shares to Mr. Lommen and 40,980 of such shares to his spouse.

F2: Stock is owned by Courtesy Corporation; Mr. Lommen serves as President of, and is a major shareholder of, Courtesy Corporation.

F3: "Share units" were based on a NAV of $11.42 per share as of September 30, 2009.

Share "units" are converted, for reporting and communication purposes, to "shares" of stock. The number of "shares" reported under this Plan are based on the NAV at valuation end, divided by the share price. There is also a cash component to the stock fund, which varies throughout the year.