ASSOCIATED BANC-CORP — Director's Dealing 2009

May 19, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2009-05-15

Reporting Person: BEIDEMAN PAUL S (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-15	Common Stock $.01 Par Value	J	39.706	$16.065	Acquired	180164.274	Direct
2009-05-15	Common Stock $.01 Par Value	J	273.887	$16.065	Acquired	180438.161	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	1732.51	Indirect
Common Stock $.01 Par Value	16000	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.