defa14a

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant   þ

Filed by a Party other than the Registrant   o

Check the appropriate box:

o   Preliminary Proxy Statement

o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o   Definitive Proxy Statement

þ   Definitive Additional Materials

o   Soliciting Material Pursuant to §240.14a-12

Associated Banc-Corp

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



	þ No fee required.
	o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



	1) Title of each class of securities to which transaction applies:



	2) Aggregate number of securities to which transaction applies:



	3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



	4) Proposed maximum aggregate value of transaction:



	5) Total fee paid:



	o Fee paid previously with preliminary materials.



	o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



	1) Amount Previously Paid:



	2) Form, Schedule or Registration Statement No.:



	3) Filing Party:



	4) Date Filed:



SEC 1913 (11-01)	Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


		1200 Hansen Green Bay, WI 54304 (920) 491-7000

IMPORTANT REMINDER

April 13, 2010

Dear Shareholder:

We have previously mailed to you proxy materials relating to the Annual Meeting of Shareholders scheduled to be held on Wednesday, April 28, 2010.

According to our latest records, we have not received your proxy card for this important meeting. Regardless of the number of shares you own, it is important that they are represented and voted at the meeting. Please take a moment to sign, date and mail the enclosed duplicate proxy card promptly in the return envelope provided for your convenience.

For the reasons set forth in the Proxy Statement, dated March 15, 2010 the Board of Directors recommends that you vote “For” all proposals on the meeting agenda.

Thank you for your cooperation and continued support.

Sincerely,

Philip B. Flynn
President and Chief Executive Officer


		1200 Hansen Green Bay, WI 54304 (920) 491-7000