ASSOCIATED BANC-CORP — Director's Dealing 2010

Oct 1, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2010-09-30

Reporting Person: CROWLEY RUTH M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-30	Phantom Stock Unit	$0	A	98.56	Acquired	2034-12-31	Common Stock $0.01 Par Value (98.56)	Direct

Footnotes

F1: Share units were based on a NAV of $13.19 per share as of 9/30/10. 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 share price. There is also a cash component to the stock fund which varies throughout the year.