ASSOCIATED BANC-CORP — Director's Dealing 2009

Jan 23, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2009-01-21

Reporting Person: SERAMUR JOHN C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-21	Phantom Stock Unit	$0	J	667.01	Disposed	2025-12-31	Common Stock $.01 Par Value (667.01)	Direct

Footnotes

F1: The insider holds shares of phantom stock within a nonqualified benefit plan.

The insider has received a distribution from his nonqualified plan, pursuant to an election he made during an open trading window. Although a disposition of shares is being reported, no sale took place.

Share "units" are converted, for reporting and communication purposes, to "shares" of stock. The number of "shares" reported under this nonqualified benefit plan are based on the NAV at valuation end, divided by the share price. However, there is also a cash component to the stock fund, which varies throughout the year. Due to this NAV and cash variation from valuation to valuation, the number of shares will appear to decrease because of the accounting procedures used to valuate the Plan.

NAV on 1/21/09 was $15.00 per share.