Filed Pursuant to Rule 424(b)(5)
Registration No. 333-156251
Prospectus Supplement dated January 11, 2010
to Prospectus dated December 17, 2008

ASSOCIATED BANC-CORP
COMMON STOCK

CALCULATION OF REGISTRATION FEE

				Proposed		Proposed
	Amount			Maximum		Maximum		Amount of
Title of each Class of Securities to be	to be			Offering Price		Aggregate		Registration
Registered	Registered			Per Share		Offering Price		Fee
Common Stock, par value $0.01 per share		5,849,093	(1)	$	11.15	$	65,217,386.95	$	4,650	(2)

(1)	Additional shares to cover over-allotments.
(2)	Calculated in accordance with Rule 457(r) of the Securities Act of 1933.