SecProbe.io

September 23, 2011
 Via E-mail

Joseph B. Selner Chief Financial Officer Associated Banc-Corp 1200 Hansen Road Green Bay, Wisconsin 54304
Re: Associated Banc-Corp
 Form 10-K for the Year Ended December 31, 2010
Filed February 15, 2011 Form 10-Q for the Quarter Ended June 30, 2011 Filed August 8, 2011 File No. 001-31343

Dear Mr. Selner:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have asked for revisi ons, please include a draft of your proposed
disclosures that clearly identifie s new or revised disclosures.  If you do not believe our comments
apply to your facts and circumstances or do not be lieve an amendment is appropriate, please tell
us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Year Ended December 31, 2010

 Item 3. Legal Proceedings, page 28

1. Please tell us, and please disclose in future fi lings, the name of the lawsuit referenced in
the first sentence and please identity the partie s to the lawsuit.  Please also describe in
more detail the pending Multi District Litigation.
2. You are required to make a determination as to the existence of any additional material
pending legal proceedings and to describe such  proceedings.  Therefore, please provide to

Joseph B. Selner Associated Banc-Corp September 23, 2011 Page 2

 us, with a view toward revised disclosure, a de termination as to the existence of any such
proceedings.  Refer to Item 103 of Regulation S-K.
Item 11. Executive Compensation, page 147

3. We note that you do not appear to have incorporated by reference the director
compensation information required by Item 402(k) of Regulation S-K.  This section
appears on page 39 of your definitive proxy stat ement.  Please file an amendment to your
10-K that includes, or incorpor ates by reference, this requi red disclosure, or advise the
staff how you concluded that the information in this section is  adequate to incorporate all
the required information.
4. We note that you appear to have incorporat ed by reference the disclosure required by
Item 407(e)(4) of Regulation S-K into Item 10 of  your Form 10-K instead of into Item
11.  Please correct this in future filings.
Part III.  Incorporated from Definitive Pr oxy Statement on Schedule 14A filed March 9, 2011
Related Person Transactions, page 40
5. Please confirm that by “other unrelated persons ” in the representations included in this
section on page 41, you mean persons not re lated to Associated.  Please refer to
Instruction 4(c) (ii) to Item 404(a) of Regul ation S-K.  Confirm th at you will provide the
correct representation in future filings.
Form 10-Q for the Quarter Ended June 30, 2011

Financial Statements
 Notes to Consolidated Financial Statements

 Note 6: Loans, Allowance for Loan Losses, and Credit Quality, page 14

6. Please refer to the summary of changes in the allowance for loan losses by portfolio
segment page 15.  We note that you did not incl ude this required disclosure for the year
ended December 31, 2010 in your Form 10-K, nor did you do not include the annual period here within this note.  Please revise your future filings to include this information
for the year ended December 31, 2010.
7. We note your disclosures on pages 16 and 65 that restructured loans may continue on
accrual status based on facts a nd circumstances at the time of  the restructuring.  Please
tell us and revise your future filings to spec ifically discuss those f acts and circumstances,
and to quantify for each period presented, restructured loans that remained on accrual status at the time of restru cturing.  Differentiate thes e loans, qualitatively and

Joseph B. Selner Associated Banc-Corp September 23, 2011 Page 3

 quantitatively, from nonaccrual loans that were restructured and subsequently returned to
accrual status based on performance.
8. For loans that are restructured into multiple notes, please tell us and revise your future
filings to specifically state whether borrowers  have any obligation to  repay the amount of
the notes charged-off, clarifying if the borrowe rs have been released from their obligation
to repay the notes or if the notes are actually fully reserved in anticipation of future
events.  If the borrowers have  obligations to repay based on contingent future events,
clarify how you treat these notes in reporti ng credit quality statistic s (e.g. performing or
nonperforming, etc.).
9. Please revise the table presenting loans by pa st due status in your future filings to
conform to the illustration set forth in  ASC 310-10-55-9, specifically presenting
disaggregated information for loans 30-59 days  and 60-89 days past due and the recorded
investment in loans greater than 90 days and accruing.
Note 12: Commitments, Off-Balance Sheet A rrangements, and Contingent Liabilities

 Contingent Liabilities, page 31

10. We note you have recorded an accrual for certa in matters related to a class action lawsuit
filed on April 6, 2010.  We also note however, th at you have not disclosed either (i) the
possible loss or range of loss;  or (ii) a statement that an  estimate of the loss cannot be
made.  In this regard, we do not believe that general boilerplate disc losure indicating that
losses may be higher than reserves current ly accrued by the Company or disclosure
indicating that the outcome of  a matter may be material to  your operating results for a
particular period satisfies th e criteria in ASC 450 (formerly SFAS 5).  ASC 450 indicates
that if an unfavorable outcome is determined  to be reasonably possible but not probable,
or if the amount of loss cannot be reasonably estimated, accrual would be inappropriate,
but disclosure must be made regarding the na ture of the contingency and an estimate of
the possible loss or range of po ssible loss or state that such an estimate cannot be made.
Additionally, we note that in instances where an  accrual may have been recorded as all of
criteria in ASC 450-20-25-2 have been met,  you have not disclosed the amount of the
accrual which may be necessary in certain circumstances for the financial statements not
to be misleading, nor has there been disclosure indicating that  there is an exposure to loss
in excess of the amount accrued and what the additional loss may be for each particular
litigation matter.  Please revi se your disclosures beginning in  your next quarter Form 10-
Q to include all of disclosures requi red by paragraphs 3-5 of ASC 450-20-50.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Joseph B. Selner Associated Banc-Corp September 23, 2011 Page 4

  In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 You may contact Paul Clin e at (202) 551-3851 or Hugh We st at (202) 551-3872 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Erin Purnell at (202)  551-3454 or me at (202) 551-341 9 with any other questions.

Sincerely,
   /s/ Christian Windsor
Christian Windsor Special Counsel
 cc.  Via E-mail

 Brian Bodager
 General Counsel
 Associated Banc-Corp