ASSOCIATED BANC-CORP — Director's Dealing 2011

Feb 23, 2011

SEC Form 4/A — Form 4/A

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2011-02-18

Reporting Person: Stein David L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-18	Common Stock $0.01 Par Value	D	1.18	—	Disposed	1593.41	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $0.01 Par Value	70463	Direct
Common Stock $0.01 Par Value	400	Indirect

Footnotes

F1: Total includes balance at 02/23/11 (based on 02/18/2011 deferrals) in 401K Trust account. Although the number of shares reported are less than the prior report, no sales or dispositions took place.

Share "units" are converted, for reporting and communication purposes, to "shares" of stock. The number of "shares" reported under this Plan are based on the NAV at valuation end, divided by the share price. However, there is also a cash component to the stock fund, which varies throughout the year. Due to this NAV and cash variation from valuation to valuation, the number of shares will appear to decrease because of the accounting procedures used to valuate the Plan.

NAV on 02/18/11 was $14.92 per share.