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: Sander Mark G (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	611	—	Acquired	41972.63	Direct
2010-05-17	Common Stock $0.01 Par Value	J	0.613	$14.1109	Acquired	41973.243	Direct
2010-05-17	Common Stock $0.01 Par Value	J	175.396	$14.1109	Acquired	42148.639	Direct

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

F3: Shares were purchased within the Issuer's Employee Stock Purchase Plan.