ASSOCIATED BANC-CORP — Director's Dealing 2010

May 18, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2010-05-14

Reporting Person: Stein David L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-14	Common Stock $0.01 Par Value	A	445	—	Acquired	44267	Direct
2010-05-14	Common Stock $0.01 Par Value	A	11.97	—	Acquired	1370.58	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $0.01 Par Value	400	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, 2012.

F2: Based on an account valuation as of May 18, 2010, reflecting the settlement of inter-plan transfers into the stock fund, which occurred on May 14, 2010.

F3: The closing price of Associated Banc-Corp common stock on May 14, 2010 was $13.74 per share.