ASSOCIATED BANC-CORP — Director's Dealing 2011

May 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2011-05-13

Reporting Person: Stein David L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-13	Common Stock $0.01 Par Value	A	417	—	Acquired	72893	Direct
2011-05-13	Common Stock $0.01 Par Value	A	15.82	—	Acquired	1867.57	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, 2013.

F2: Based on an account valuation as of May 16, 2011, reflecting the settlement of inter-plan transfers into the stock fund, which occurred on May 13, 2011.

F3: The closing price of Associated Banc-Corp common stock on May 13, 2011 was $14.13 per share.