ASSOCIATED BANC-CORP — Director's Dealing 2010

Nov 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2010-11-12

Reporting Person: Docter Judith M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-12	Common Stock $0.01 Par Value	A	499	—	Acquired	48478.986	Direct
2010-11-12	Common Stock $0.01 Par Value	D	8.02	—	Disposed	6005.51	Indirect

Footnotes

F1: Shares of Common Stock granted as a portion of annual salary are fully vested and subject to restriction on transfer until January 3, 2013.

F2: Total includes balance at 11/16/10 (based on 11/12/10 deferrals) in 401K Trust account. Although the number of shares reported are less than the prior report, no sales or dispositions took place.

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. 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 11/12/10 was $13.44 per share.