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: Quinlan Mark D (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	436	—	Acquired	97493.8483	Direct
2011-05-16	Common Stock $0.01 Par Value	J	5.922	$14.2458	Acquired	97499.7703	Direct
2011-05-16	Common Stock $0.01 Par Value	J	231.647	$14.2458	Acquired	97731.4173	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, 2013.

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.