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: Baumgarten David A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-15	Common Stock $.01 Par Value	J	26.201	$16.065	Acquired	51380.7556	Direct
2009-05-15	Common Stock $.01 Par Value	J	164.332	$16.065	Acquired	51545.0876	Direct
2009-05-15	Common Stock $.01 Par Value	J	35.2393	$17.93	Acquired	51580.3269	Direct
2009-05-15	Common Stock $.01 Par Value	J	0.5393	$17.93	Acquired	213.8513	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.