ASSOCIATED BANC-CORP — Director's Dealing 2010

May 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2010-05-17

Reporting Person: HUTCHINSON WILLIAM R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-17	Common Stock $0.01 Par Value	J	0.001	$14.1109	Acquired	53213.143	Direct
2010-05-17	Common Stock $.01 Par Value - Restricted Stock Unit	A	2	—	Acquired	3496	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $0.01 Par Value	36000	Indirect

Footnotes

F1: Shares were purchased with reinvested dividends within the Issuer's Dividend Reinvestment Plan.

F2: Fully vested dividend equivalents received on restricted stock units payable solely in shares of common stock following the date Mr. Hutchinson ceases serving as a director.

F3: Shares are held in a defined benefit plan in which the insider is the sole participant, the sole trustee, and has sole investment control. The plan is administered by a third-party.