ASSOCIATED BANC-CORP — Director's Dealing 2010

Jan 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2010-01-27

Reporting Person: Stein David L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-27	Common Stock $0.01 Par Value	A	18957	—	Acquired	44485	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $0.01 Par Value	1078.95	Indirect
Common Stock $0.01 Par Value	400	Indirect

Footnotes

F1: Shares of restricted stock will vest: 25% at the time the Issuer repays 25% of the aggregate financial assistance received by the Issuer under the Troubled Asset Relief Program ("TARP"); an additional 25% at the time Issuer repays 50% of the aggregate financial assistance received by the Issuer under TARP; an additional 25% at the time Issuer repays 75% of the aggregate financial assistance received by the Issuer under TARP; and the remaining 25% at the time the Issuer repays 100% of the aggregate financial assistance received by the Issuer under TARP. Notwithstanding the foregoing schedule and subject to the requirements of TARP, no award of restricted stock will vest in accordance with the above schedule if the Reporting Person does not continue to perform substantial services to the Issuer for at least two years after the date on which such award of restricted stock is granted other than because of his death or disability, or a change in control of the Issuer.