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: Baumgarten David A (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	173.262	$14.217	Acquired	50540.835	Direct
2009-02-17	Common Stock $.01 Par Value	J	185.693	$14.217	Acquired	50726.528	Direct
2009-02-17	Common Stock $.01 Par Value	J	266.2196	$14.89	Acquired	50992.7476	Direct
2009-02-17	Common Stock $.01 Par Value	J	4.4218	$14.89	Acquired	213.312	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.