SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

OR

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from                      to                     

Commission file number 0-5519 (Associated Banc-Corp)

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

ASSOCIATED BANC-CORP 401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive officer:

ASSOCIATED BANC-CORP
1200 Hansen Road
Green Bay, Wisconsin 54304

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

Financial Statements and Schedule

December 31, 2006 and 2005

(With Report of Independent Registered Public Accounting Firm Thereon)

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

TABLE OF CONTENTS

	Page(s)
Report of Independent Registered Public Accounting Firm		1
Statements of Net Assets Available for Plan Benefits, December 31, 2006 and 2005		2
Statements of Changes in Net Assets Available for Plan Benefits, Years Ended December 31, 2006 and 2005		3
Notes to Financial Statements		4-11
Schedule H, line 4i — Schedule of Assets (Held at End of Year), December 31, 2006		12-15
Consent of Independent Registered Public Acccounting Firm

Report of Independent Registered Public Accounting Firm

The Plan Administrator

Associated Banc-Corp 401(k) Profit Sharing & Employee Stock Ownership Plan:

We have audited the accompanying statements of net assets available for plan benefits of the Associated Banc-Corp 401(k) Profit Sharing & Employee Stock Ownership Plan (the “Plan”) as of December 31, 2006 and 2005, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Associated Banc-Corp 401(k) Profit Sharing & Employee Stock Ownership Plan as of December 31, 2006 and 2005, and the changes in net assets available for plan benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, line 4i – Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

Chicago, Illinois
June 22, 2007

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

Statements of Net Assets Available for Plan Benefits
December 31, 2006 and 2005

	2006		2005
Assets:
Investments, at fair value:
Common/collective trust funds	$	187,718,394	$	169,313,476
Associated Banc-Corp common stock fund		162,608,111		166,158,334
Mutual funds		103,650,195		80,646,693
Money Market Fund		67,289		26,555
Fixed Income Securities		172,971		98,578
Cash surrender value of life insurance		168,050		171,152
Loans to participants		1,260,599		1,427,265
Total Investments		455,645,609		417,842,053
Receivables:
Accrued interest, dividends and capital gains distributions receivable		2,039,909		1,132,505
Due from broker for securities sold		54,783		0
Participant contribution receivable		467		0
Employer contribution receivable		4,430,191		11,184,127
Total assets		461,170,959		430,158,685
Liabilities:
Administrative expenses payable		234,898		0
Due to broker for securities purchased		335,049		0
Participant contribution payable		0		1,536
Total liabilities		569,947		1,536
Net assets available for plan benefits	$	461,601,012	$	430,157,149

See accompanying notes to financial statements.

2

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 2006 and 2005

	2006		2005
Additions:
Investment Income:
Net Appreciation in fair value of investments	$	40,605,894	$	11,200,944
Interest and dividends		6,967,635		6,738,004
Total investment income		47,573,529		17,938,948
Participant contributions		13,695,301		12,973,695
Employer contributions		4,430,191		11,194,742
Rollover contributions		2,310,744		2,779,874
Other		0		8,991
Transfer of Net Assets From merged plans		12,448,495		0
Total additions		80,458,260		44,896,250
Deductions:
Distributions to participants		47,787,965		54,815,821
Corrective participant distributions		31,908		0
Insurance premiums		19,078		24,749
Administrative expenses		1,175,446		977,660
Total deductions		49,014,397		55,818,230
Net increase/(decrease) in net assets available for plan benefits		31,443,863		(10,921,980	)
Net assets available for plan benefits:
Beginning of year		430,157,149		441,079,129
End of year	$	461,601,012	$	430,157,149

See accompanying notes to financial statements.

3

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

Notes to Financial Statements

(1)	Description of the Plan
	The following brief description of the Associated Banc-Corp 401(k) Profit Sharing & Employee Stock Ownership Plan, formerly known as the Associated Banc-Corp Profit Sharing & 401(k) Plan, (the Plan) is provided for general information. The Plan contains both profit sharing provisions and 401(k) provisions. Participants should refer to the summary plan description for a more complete description of the Plan’s provisions.
	Background
	Associated Banc-Corp (the Company) has established the Associated Banc-Corp 401(k) Profit Sharing & Employee Stock Ownership Plan, a defined contribution plan. The profit sharing provisions of the Plan provide for discretionary employer contributions. The 401(k) provisions of the Plan provide for employee contributions complying with the provisions of Internal Revenue Code (Code) Section 401(k) as well as discretionary employer matching contributions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
	Plan Mergers
	Effective January 26, 2006, net assets of the State Financial 401(k) Profit Sharing Plan totaling $12,448,495 were transferred into the Plan.
	Participants
	Employees of the Company and its subsidiaries that have adopted the Plan are eligible to participate in the profit sharing provisions and in the discretionary employer 401(k) contribution provisions of the Plan on January 1 of the year in which 1,000 hours of service are completed. Employees are eligible to participate in the employee 401(k) contribution portion of the Plan if they are reasonably expected to complete 1,000 hours of service annually. Otherwise, employees are eligible to participate in the Plan immediately after completing 1,000 hours of service in a Plan year.
	Contributions
	In conjunction with the 401(k) provisions of the Plan, participants can elect to contribute an amount between 1% and the limitations ($15,000 for 2006 and $14,000 for 2005 of Section 402(g) of the Code of their compensation in multiples of 1% to the Plan by means of regular payroll deductions. Participants who have attained age 50 are eligible to make catch-up contributions in accordance with, and subject to the limitations ($5,000 for 2006 and $4,000 for 2005) of, Code section 414(v). Participants are also allowed to contribute amounts qualifying as rollover contributions under Section 402(c)(4) of the Code.
	The Plan provides for a discretionary Company matching contribution equal to a percentage of compensation to match all or part of the employee contribution for plan participants who have met the service requirements.
	The Plan provides for discretionary Company contributions under the profit sharing provision of the Plan. Such contributions are allocated to each participant’s account based upon total participant’s

4

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

Notes to Financial Statements

compensation, as defined by the Plan for the year.

Vesting

Participants are 100% vested at all times in both employee and matching contributions under the 401(k) portion of the Plan. The following is a schedule of vesting in the Company’s discretionary profit sharing contribution:

Years of Service	Vested Percentage
Less than three		0	%
Three but less than four		50	%
Four but less than five		75	%
Five or more		100	%

Forfeitures

Upon termination, the non-vested portion of Company discretionary profit sharing contributions and the earnings thereon become subject to forfeiture. Forfeitures were $1,691,249 and $1,374,222 in 2006 and 2005, respectively. All forfeitures are used to reduce employer contributions in the next calendar year. Under certain circumstances, the forfeited portion of a participant’s account will be restored if the participant is re-employed by the Company within a five-year period.

Investment of Plan Assets

Participants have the right to direct that investments be made in the Associated Trust Company, N.A. Balanced Lifestage Fund, Associated Trust Company, N.A. Growth Lifestage Fund, Associated Trust Company, N.A. Growth Balanced Lifestage Fund, Associated Trust Company, N.A. Conservative Balanced Lifestage Fund, Associated Trust Company, N.A. Money Market Account, Associated Trust Company, N.A. Intermediate Term Bond Fund, Associated Trust Company, N.A. Common Stock Fund, Associated Trust Company, N.A. Foreign Equity Fund, Associated Trust Company, N.A. Emerging Growth Fund, Associated Trust Company, N.A. Equity Income Fund, Associated Banc-Corp Common Stock Fund, Dodge & Cox Stock Fund, EuroPacific Growth Fund, Goldman Sachs Growth Opportunities Fund, Janus Small Cap Value Fund, Growth Fund of America, Vanguard Institutional Index Fund, Weitz Value Fund or a combination of funds. Plan assets are held in trust with a subsidiary of the Company, Associated Trust Company, N.A. (the trustee). The following is a brief description of each fund:

Associated Trust Company, N.A. Balanced Lifestage Fund – The fund is designed to put equal emphasis on the pursuit of capital growth through investments in stocks, along with the stability and income generation provided by fixed income securities. Approximately one-half of the portfolio will consist of investment grade bonds with the remaining one-half consisting of a diversified mix of stocks, with an emphasis on large capitalization stocks, but will also include mid-cap, small-cap, and foreign stocks.

5

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

Notes to Financial Statements

Associated Trust Company, N.A. Growth Lifestage Fund – The fund is designed to achieve growth of capital through investment in a broadly diversified portfolio of common stocks. The portfolio will emphasize large capitalization stocks, but will also include mid-cap, small-cap, and foreign stocks.

Associated Trust Company, N.A. Growth Balanced Lifestage Fund – The fund is designed to seek both long term growth of capital and a modest amount of income and stability through a mix of stocks and bonds. The portfolio will largely emphasize the pursuit of capital growth through investments in large capitalization stocks, but will also include mid-cap, small-cap, and foreign stocks with the remainder primarily consisting of investment grade bonds.

Associated Trust Company, N.A. Conservative Balanced Lifestage Fund – The fund is designed to emphasize stability of principal and income through investments in fixed income securities with a smaller emphasis on capital growth through investment stocks. The portfolio will primarily consist of investment grade bonds with the equity portion consisting primarily of large capitalization stocks, but will also include mid-cap, small-cap, and foreign stocks.

Associated Trust Company, N.A. Money Market Account – The investment alternative is designed to provide safety of principal through use of a money market account.

Associated Trust Company, N.A. Intermediate Term Bond Fund – The fund is designed to earn a competitive total return through diversified investment in high-quality fixed income securities issued by the United States Government, federal agencies, and public corporations, as well as mortgage-backed and asset-backed issues and certificates of deposit.

Associated Trust Company, N.A. Common Stock Fund – The fund is designed to achieve long-term growth through investment in large cap companies with good growth prospects. The majority of the assets in this portfolio are included in the S&P 500 Index.

Associated Trust Company, N.A. Foreign Equity Fund – The fund is designed to provide exposure to investment opportunities outside the United States. The fund invests primarily in attractively valued foreign common stocks.

Associated Trust Company, N.A. Emerging Growth Fund – The fund is designed to maximize long-term stock returns by diversifying stock ownership into numerous industries. The fund invests in equities issued by small capitalization, fast growing, companies.

Associated Trust Company, N.A. Equity Income Fund – The fund is designed to pursue growth of capital while providing above average dividend yield. The fund invests in common stocks believed to be undervalued.

Associated Banc-Corp Common Stock Fund – The fund is designed to share in the performance of Associated Banc-Corp. The fund invests in Associated Banc-Corp common stock and cash equivalents.

Dodge & Cox Stock Fund – The fund is designed to pursue long-term growth of principal and

6

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

Notes to Financial Statements

income. The Fund intends to remain fully invested in equities with at least 65% of assets in common stocks.

EuroPacific Growth Fund – The fund is designed to pursue long-term growth of capital. The fund invests in at least 80% of assets in equity securities of issuers from Europe and the pacific Basin.

Goldman Sachs Growth Opportunities Institutional Fund – The fund is designed to achieve long-term growth of capital. The fund invests in at least 90% of assets in equity securities with a primary focus on mid-cap companies.

Janus Small Cap Value Fund – The fund is designed to achieve capital appreciation. The fund invests in at least 80% of assets in equity securities of undervalued small companies with market capitalization within the 12-month average of the capitalization range of the Russell 2000 index.

Growth Fund of America – The fund is designed to achieve long-term capital growth. The fund invests primarily in common stocks.

Vanguard Institutional Index Fund – The fund is designed to replicate the aggregate price and yield performance of the S&P 500 Index. The fund invests in all 500 stocks listed in the S&P 500 in approximately the same proportion as they are represented in the Index.

Weitz Value Fund – The fund is designed to achieve capital appreciation by investing primarily in equity securities. The advisor seeks securities trading at prices lower than their intrinsic values.

Participants can elect to invest in one of the aforementioned funds or in 1% increments in two or more funds. Participants can change the allocation of the Plan accounts on a daily basis.

Participant Loans

A participant may request a loan for one or a combination of the following reasons: (a) purchase or preservation of a participant-owned principal residence, (b) education expenses for the participant or their dependent, (c) extensive medical expenses in the participant’s immediate family, or (d) severe financial hardship. Loans are limited to the lesser of (1) $50,000, reduced by the excess of the highest outstanding balance of loans from the Plan during the one-year period ending on the day before the date on which such loan was made over the outstanding balance of loans from the Plan on the date on which such loan was made or (2) 50% of the vested benefit of the participant’s account balance. A participant may not request a loan for less than $1,000.

A commercially reasonable fixed rate of interest will be assessed on the loan with the current rate set at the prime rate offered by Associated Bank, N.A. The loan will provide bi-weekly payments under a level amortization schedule of not greater than 5 years or 15 years if a loan is used to acquire a principal residence. The plan may also hold grandfathered or inherited loans from merged plans with maturity dates extended beyond the 15 years allowed by the plan document.

7

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

Notes to Financial Statements

	Participant Accounts
	The Plan is a defined contribution plan under which a separate individual account is established for each participant. Plan investments are valued daily. Due to daily valuation, contributions are allocated to participant accounts upon receipt, and income and changes in asset values are immediately allocated to the participants’ accounts. Under a daily valued plan, participants can verify account balances daily utilizing the VRU (Voice Response Unit) or Internet access.
	Distributions
	Distributions are made in the form of lump-sum payments or payments over a period in monthly, quarterly, semi-annual or annual installments. Distributions must begin no later than 60 days after the close of the plan year in which the later of the participant’s attainment of age 65 or the termination date occurs, unless the participant elects to delay commencement of the distribution until the April 1 following the attainment of age 70 1/2. Participants may withdraw amounts for any reason upon reaching age 59 1/2. Earnings are credited to a participant’s account through the date of distribution.
	Termination of Plan
	While the Company has not expressed any intent to terminate the Plan, it is free to do so at any time subject to the provisions of ERISA. In the event of termination, participants become fully vested to the extent of the balance in their account, including investment income through the termination date.
(2)	Summary of Significant Accounting Policies
	Basis of Presentation
	The accompanying financial statements have been prepared on the accrual basis of accounting and present the net assets available for plan benefits and changes in those net assets in accordance with U.S. generally accepted accounting principles.

8

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

Notes to Financial Statements

The significant accounting policies of the Plan are as follows:

Investments and Income Recognition

Investment securities are valued at quoted market prices. However, securities for which no quoted market prices are available are valued at estimated fair value. The investments in units of the common/collective trust funds are valued at the amount at which units in the funds can be withdrawn, which approximates fair value. Short-term investments are stated at cost plus accrued interest, which approximates fair value. Participant loans are valued at cost which approximates fair value. Cash surrender values are provided by the underlying insurance providers at year end and also upon individual policy surrender. As such, these holdings are valued at the year end values, which approximates fair value.

Plan assets are held by the trustee. Purchases and sales of securities are recorded on a trade-date basis. Realized gains and losses on the sale of investments are determined through the use of specific identification. The Plan records interest income on the accrual basis and dividends on the ex-dividend date.

The Plan’s investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in risks in the near term could materially affect participant account balances and the amounts reported in the financial statements of the Plan.

Payment of Benefits

Benefits are recorded when paid.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amounts of assets available for benefits and plan benefit obligations and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from these estimates.

9

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

Notes to Financial Statements

(3)	Investments
	The fair value of investments that represent 5% or more of the Plan’s net assets at December 31 are presented in the following table:

	2006		2005
Associated Banc-Corp Common Stock Fund	$	162,608,111	$	166,158,334
Associated Trust Company, N.A. Growth Lifestage Fund		52,958,561		46,874,661
Associated Trust Company, N.A. Balanced Lifestage Fund		46,975,097		45,278,042
Associated Trust Company, N.A. Money Market Account		32,925,878		27,822,646
Dodge & Cox Stock Fund		33,700,343		24,344,212

During 2006 and 2005, the Plan’s investments, including gains and losses on investments purchased and sold, as well as held during the year, appreciated/(depreciated) in value by $40,605,894 and $11,200,944 respectively, as follows:

	2006		2005
Associated Banc-Corp Common Stock Fund	$	11,090,993	$	(3,795,213	)
Common/Collective Trust Funds		16,805,364		9,660,772
Mutual Funds		12,709,508		5,335,864
Fixed Income Securities		29		(479	)
Total	$	40,605,894	$	11,200,944

(4)	Transactions with Related Parties
	The Associated Banc-Corp Common Stock Fund at December 31, 2006 and 2005 included 4,611,798 shares and 5,062,370 shares, respectively, of common stock of the Company with fair values of $160,859,514 and $164,780,144, respectively. Dividend income from Company stock totaled $5,590,080 and $5,645,416 in 2006 and 2005, respectively. Also included in the Associated Banc-Corp Common Stock Fund at December 31, 2006 and 2005 were 1,744,361 units and 1,375,270 units, respectively, of Goldman Sachs Financial Square Prime Obligations Fund with fair values of $1,748,597 and $1,378,190, respectively. The Goldman Sachs Financial Square Prime Obligations Fund is an unrelated party.
	Associated Trust Company, N.A. performs asset management and participant recordkeeping for the Plan. Asset management and recordkeeping fees paid to Associated Trust Company, N.A. totaled $1,118,941 and $908,829 in 2006 and 2005, respectively.

10

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

Notes to Financial Statements

The Plan invests in various Associated Trust Company, N.A. common/collective trust funds. As of December 31, 2006 and 2005, $187,718,394 and $169,313,476, respectively, were invested in Associated Trust Company, N.A. common/collective trust funds.

(5)	Benefits Payable
	The following is a reconciliation of net assets available for plan benefits per the financial statements at December 31, 2006 and 2005 to Form 5500:

	2006			2005
Net assets available for plan benefits per the financial statements	$	461,601,012		$	430,157,149
Amounts allocated to benefit claims payable		(1,475,857	)		(2,366,284	)
Net Assets available for plan benefits per the Form 5500	$	460,125,155		$	427,790,865

The following is a reconciliation of benefits paid to participants per the financial statements for the years ended December 31, 2006 and 2005 to Form 5500:

	2006			2005
Benefits paid to participants per the financial statements	$	47,787,965		$	54,815,821
Add: Amounts allocated to benefit claims payable at December 31, 2006 and 2005, respectively		1,475,857			2,366,284
Less: Amounts allocated to benefit claims payable at December 31, 2005 and 2004, respectively		(2,366,284	)		(1,631,634	)
Benefits paid to participants per Form 5500	$	46,897,538		$	55,550,471

(6)	Income Taxes
	The Plan administrator has received a favorable tax determination letter, dated July 18, 2002, from the Internal Revenue Service indicating that the Plan qualifies under the provisions of Section 401(a) of the Code, and the related trust is, therefore, exempt from tax under Section 501(a). Therefore, a provision for income taxes has not been included in the Plan’s financial statements. The Plan has been amended since receiving the determination letter. However, in the opinion of the Plan Administrator, the Plan and its underlying trust have operated within the terms of the Plan and remain qualified under the applicable provisions of the Code.
	Participants in the Plan are not subject to federal income taxes until they receive a distribution from the Plan.

11

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

Schedule H, line 4i — Schedule of Assets (Held at End of Year)
December 31, 2006

		Description of investment,
		including maturity date,
Identity of issue, borrower,		rate of interest, collateral	Current
Lessor, or similar party		par, or maturity value	Value
*	Associated Trust Company, N.A. Emerging Growth Fund	382,638 units	$	10,047,592
*	Associated Trust Company, N.A. Common Stock Fund	59,390 units		10,407,207
*	Associated Trust Company, N.A. Equity Income Fund	33,896 units		2,885,998
*	Associated Trust Company, N.A. Foreign Equity Fund	98,919 units		7,881,313
*	Associated Trust Company, N.A. Balanced Lifestage Fund	3,160,656 units		46,975,097
*	Associated Trust Company, N.A. Growth Balanced Lifestage Fund	403,793 units		6,344,622
*	Associated Trust Company, N.A. Growth Lifestage Fund	3,004,837 units		52,958,561
*	Associated Trust Company, N.A. Intermediate Term Bond Fund	589,064 units		15,990,388
*	Associated Trust Company, N.A. Short Term Bond Fund (Used only in directed segregated accounts)	17,651 units		315,071
*	Associated Trust Company, N.A. Conservative Balanced Lifestage Fund	75,182 units		986,667
*	Associated Trust Company, N.A. Money Market Account	29,833,029 units		32,925,878
	Total Common/Collective Trust Funds		$	187,718,394

12

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

Schedule H, line 4i — Schedule of Assets (Held at End of Year)
December 31, 2006

		Description of investment,
		including maturity date,
Identity of issue, borrower,		rate of interest, collateral	Current
Lessor, or similar party		par, or maturity value	Value
*	Associated Banc-Corp Common Stock Fund	2,657,407 units	$	162,608,111
	Dodge & Cox Stock Fund	219,603 units	$	33,700,343
	EuroPacific Growth Fund	287,826 units		13,234,210
	Goldman Sachs Growth Opportunities Institutional Fund	415,535 units		9,328,781
	Growth Fund of America	272,943 units		8,914,306
	Janus Small Cap Value Fund	527,646 units		13,803,215
	Vanguard Institutional Index Fund	126,021 units		16,331,007
	Weitz Value Fund	207,112 units		8,338,333
	Total Mutual Funds		$	103,650,195
	Goldman Sachs Financial Square Prime Obligations Fund		$	67,289
	Federal Home Loan Banks (Used only in directed segregated accounts)	10/05/2011 Callable 10/05/2006 @ par value 5.00% $50,000 par	$	49,164

13

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

Schedule H, line 4i — Schedule of Assets (Held at End of Year)
December 31, 2006

		Description of investment,
		including maturity date,
Identity of issue, borrower,		rate of interest, collateral	Current
Lessor, or similar party		par, or maturity value	Value
	Federal National Mtg Assn (Used only in one segregated account)	11/17/2016 Callable 05/17/2007 @ par value 6.00% 25,000 par		24,906
	Kimberly Clark Corp Note (Used only in one segregated account)	08/01/2007 7.100% 25,000 par		25,242
	Merrill Lynch & Co Medium Term Note (Used only in one segregated account)	07/15/2008 3.125% 25,000 par		24,216
	SLM Corp Medium Term Note (Used only in one segregated account)	1/15/2009 4.00% 25,000 par		24,445
	UnitedHealth Group Inc Note (Used only in one segregated account)	1/17/2007 5.20% 25,000 par		24,998
	Total Fixed Income		$	172,971
	Loans to Participants (200 participant loans with interest rates ranging from 4.00% to 10.25% and maturity dates ranging from January 1, 2007 to October 15, 2025)		$	1,260,599

14

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK OWNERSHIP PLAN

Schedule H, line 4i — Schedule of Assets (Held at End of Year)
December 31, 2006

Cash Surrender Value:
Penn Mutual Life Insurance Co.	$	60,559
The Guardian Insurance and Annuity Co.		36,084
General American Life Ins. Co.		71,407
Total Cash Surrender Value of life insurance	$	168,050
Total Investments	$	455,645,609

* Denotes a party-in-interest

     See accompanying report of independent registered public accounting firm.

15

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Associated Banc-Corp Retirement Program Committee has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.

ASSOCIATED BANC-CORP
401(k) PROFIT SHARING & EMPLOYEE STOCK
OWNERSHIP PLAN
 

/s/ Karen L. Garvey  

Karen L. Garvey, Chairperson 

Retirement Program Committee 

Dated: June 29, 2007

16

Exhibit Index

Exhibit
Number	Description
No 23	Consent of Independent Registered Public Accounting Firm

17