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: BODAGER BRIAN R (CAO, General Counsel & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-14	Common Stock $0.01 Par Value	A	464	—	Acquired	91244.284	Direct
2010-05-17	Common Stock $0.01 Par Value	J	280.634	$14.1109	Acquired	91524.918	Direct
2010-05-17	Common Stock $0.01 Par Value	J	1.143	$14.1409	Acquired	4557.982	Indirect
2010-05-17	Common Stock $0.01 Par Value	J	1.143	$14.1409	Acquired	4557.98	Indirect
2010-05-17	Common Stock $0.01 Par Value	J	1.145	$14.1409	Acquired	4362.207	Indirect
2010-05-17	Common Stock $0.01 Par Value	J	0.302	$14.1409	Acquired	1511.952	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: Shares were purchased within the Issuer's Employee Stock Purchase Plan.

F3: Shares were purchased with reinvested dividends within the Issuer's Dividend Reinvestment Plan.