ASSOCIATED BANC-CORP — Director's Dealing 2009

Jan 28, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2009-01-23

Reporting Person: Stein David L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-23	Common Stock $.01 Par Value	A	11.41	—	Acquired	535.06	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	11807	Direct
Common Stock $.01 Par Value	400	Indirect

Footnotes

F1: Based on an account valuation as of January 27, 2009, reflecting the settlement of inter-plan transfers into the stock fund which occurred on January 23, 2009.

F2: The closing price of Associated Banc-Corp common stock on January 23, 2009 was $15.49 per share.