ASSOCIATED BANC-CORP — Director's Dealing 2009

May 5, 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: WEBER GORDON J (Executive Vice President,)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-01	Phantom Stock Unit	$0	J	106.59	Disposed	2030-12-31	Common Stock $.01 Par Value (106.59)	Direct

Footnotes

F1: The insider changed the investment portfolio within his nonqualified Deferred Compensation Plan. This realignment resulted in the decrease in his phantom stock. No shares were sold. The Plan has a cash component based on the value of the common stock.

The proceeds from the value of the phantom stock were rolled into other investments within the Plan. The closing price of Associated Banc-Corp common stock on May 1, 2009 was $15.40 per share.