8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 26, 2009

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

Wisconsin	0-5519 and 001-31343	39-1098068
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1200 Hansen Road, Green Bay, Wisconsin	54304
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 920-491-7000

Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 26, 2009, the Board of Associated Banc-Corp (the “Company”) announced that it has retained a national executive search firm for a search for a CEO. The Board expects to hire a new CEO before year end 2009. Paul S. Beideman will retire as Chairman, director and CEO upon the hiring of his successor and will remain at Associated until February 1, 2010 to facilitate the CEO transition.

The Company is not aware of any disagreement between Mr. Beideman and the Company on any matter relating to the Company’s operations, policies or practices.

A copy of the press release announcing these matters is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release by Associated Banc-Corp dated August 26, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Associated Banc-Corp
August 26, 2009	By:	/s/ Brian R. Bodager
		Name:	Brian R. Bodager
		Title:	Chief Administrative Officer, General Counsel & Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release by Associated Banc-Corp dated August 26, 2009.

EX-99.1

Exhibit 99.1

NEWS RELEASE

For more information:
Investors: Joseph Selner, Chief Financial Officer, 920-491-7120
Media: Janet L. Ford, SVP of Public Relations, 414-278-1890

Associated Announces Search for CEO Successor and Retirement of Paul S. Beideman

GREEN BAY, Wis. — August 26, 2009 — The Board of Directors of Associated Banc-Corp (NASDAQ: ASBC) announced today that it has retained a national executive search firm to conduct a search for a CEO. The Board expects to hire a new CEO before year end 2009. Concurrently, Paul S. Beideman announced today that he will retire as Chairman, director and CEO upon the hiring of his successor and will remain at Associated until February 1, 2010 to facilitate the CEO transition.

“The Board wishes to thank Mr. Beideman for his many contributions to Associated during his tenure,” said William R. Hutchinson, Lead Director.

“I value the many relationships formed while serving as Associated’s CEO,” said Beideman. “I look forward to supporting the Board in this important transition.”

Associated Banc-Corp, headquartered in Green Bay, Wis., is a diversified bank holding company with total assets of $24 billion. Associated has approximately 300 banking offices serving about 160 communities in Wisconsin, Illinois, and Minnesota. The company offers a full range of traditional banking services and a variety of other financial products and services. More information about Associated Banc-Corp is available at www.associatedbank.com.

Statements made in this document that are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. These statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “should,” “will,” “intend,” or similar expressions. Outcomes related to such statements are subject to numerous risk factors and uncertainties including those listed in the company’s Annual Report filed on Form 10-K.

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