ASSOCIATED BANC-CORP — Director's Dealing 2010

Jan 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2010-01-06

Reporting Person: SERAMUR JOHN C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-06	Common Stock $0.01 Par Value	M	953.1914	—	Acquired	262318.1914	Direct
2010-01-06	Common Stock $0.01 Par Value	D	953.1914	$11.58	Disposed	261365	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-06	Phantom Stock Unit	$	M	953.1914	Disposed	2025-12-31	Common Stock $0.01 Par Value (953.1914)	Direct

Footnotes

F1: Each phantom stock unit was the equivalent of one share of ASBC stock. On January 6, 2010, 953.1914 phantom stock units were settled for cash, pursuant to a nonqualified benefit plan distribution election made by the reporting person during an open trading window.