ASSOCIATED BANC-CORP — Director's Dealing 2009

Apr 1, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2009-03-31

Reporting Person: MENG JOHN C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-31	Phantom Stock Unit	$0	A	1161.004	Acquired	2025-12-31	Common Stock $.01 Par Value (1161.004)	Direct

Footnotes

F1: "Share units" were based on a NAV of $15.45 per share as of March 31, 2009.

Share "units" are converted, for reporting and communication purposes, to "shares" of stock. The number of "shares" reported under this Plan are based on the NAV at valuation end, divided by the share price. There is also a cash component to the stock fund, which varies throughout the year.