ASSOCIATED BANC-CORP — Director's Dealing 2009

May 27, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2009-05-26

Reporting Person: KAMERICK EILEEN A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-26	Phantom Stock Unit	$0	A	5634.501	Acquired	2032-12-31	Common Stock $.01 Par Value (5634.501)	Direct

Footnotes

F1: The insider changed the investment portfolio within her nonqualified Director's Deferred Compensation Plan. This realignment resulted in the increase in her phantom stock. The Plan has a cash component based on the value of the common stock.

The closing price of Associated Banc-Corp common stock on May 26, 2009 was $14.85 per share.