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ASSOCIATED BANC-CORP Director's Dealing 2011

May 3, 2011

31126_dirs_2011-05-03_f1ee013d-b42d-4feb-9954-391afa230a51.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2011-04-29

Reporting Person: Stein David L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-29	Common Stock $0.01 Par Value	A	404	—	Acquired	72476	Direct
2011-04-29	Common Stock $0.01 Par Value	A	13.9	—	Acquired	1851.75	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, 2012.

F2: Based on an account valuation as of May 3, 2011, reflecting the settlement of inter-plan transfers into the stock fund, which occurred on April 29, 2011.

F3: The closing price of Associated Banc-Corp common stock on April 29, 2011 was $14.60 per share.