ASSOCIATED BANC-CORP — Director's Dealing 2009

May 6, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2009-05-01

Reporting Person: Stein David L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-01	Common Stock $.01 Par Value	A	10.35	—	Acquired	818.72	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	21528	Direct
Common Stock $.01 Par Value	400	Indirect

Footnotes

F1: Based on an account valuation as of May 5, 2009, reflecting the settlement of inter-plan transfers into the stock fund which occurred on May 1, 2009.

F2: The closing price of Associated Banc-Corp common stock on May 1, 2009 was $15.40 per share.