ASSOCIATED BANC-CORP — Director's Dealing 2009

Feb 19, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2009-02-17

Reporting Person: SELNER JOSEPH B (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-17	Common Stock $.01 Par Value	J	20.508	$14.217	Acquired	144142.626	Indirect
2009-02-17	Common Stock $.01 Par Value	J	11.606	$14.217	Acquired	144154.232	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	24798	Direct
Common Stock $.01 Par Value	2619.77	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.