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corresp

July 12, 2006

By Edgar

Mr. Paul Cline

Senior Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Associated Banc-Corp.

Form 10-K for the year ended December 31, 2005

File No. 0-5519

Dear Mr. Cline:

The responses of Associated Banc-Corp (the “Corporation” or “Associated”) to the comments in the
Securities and Exchange Commission (the “SEC” or “Commission”) comment letter dated June 27, 2006
(the “Comment Letter”) related to our filing on Form 10-K for the year ended December 31, 2005
follow. The numbered responses below correspond to the numbered paragraphs in the Comment Letter.
For reference purposes, the text of the Comment Letter has been reproduced below in bold followed
by Associated’s responses for each numbered paragraph. In the Comment Letter you requested that we
acknowledge our intent to revise future filings, as well as provide proposed disclosure revisions.
Proposed revisions are underlined. Certain proposed disclosures related to various responses are
included as appendices (numbered similarly to the Comment Letter) due to their length.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
17

    1.

    We note your disclosure that your operations primarily consist of banking; therefore, you
have not included a discussion of your Wealth Management segment. We do not consider an
identified segment that contributes 10% to total revenues immaterial for purposes of
discussion under Item 303 of Regulation S-K. Please revise to provide management’s discussion
and analysis (“MD&A”) of the Wealth Management segment.

Beginning with the Form 10-Q for the quarter ended June 30, 2006, we will incorporate
additional discussion of the wealth management segment in MD&A. See revised disclosures of
both the “Overview” and “Segment Review” sections of the MD&A based on our Form 10-K for the
year ended December 31, 2005 attached as Appendix 1.

Statement of Cash Flows, page 65

    2.

    Please revise to clarify the specific nature of the additions to mortgage servicing rights
line item included in the investing section of the statements of cash flows. We note your
disclosures that you capitalize servicing rights; however, it is not clear why you include
them in determining cash receipts and cash payments in each of the periods presented.

We presented “Additions to mortgage servicing rights” in the investing section of the
statement of cash flows, as mortgage servicing rights are originated both through purchases
as well as allocation from funds

Page 1

disbursed on originated loans. While from two sources, we believe the nature of this
activity is best represented as investing, and is more transparently linked directly to the
related disclosure of mortgage servicing rights in Note 5, “Goodwill and Intangible Assets.”

Beginning with the Form 10-Q for the quarter ended June 30, 2006, we propose to change the
title of the “Additions to mortgage servicing rights” to “Purchases and originations of
mortgage servicing rights” to clarify the nature of the additions.

Note 2 Business Combinations, page 72

    3.

    Please revise to provide a discussion of the factors that contributed to the purchase price
for each of your acquisitions. Refer to 51(b) of SFAS 141.

When valuing acquisitions, the Corporation considers a range of valuation methodologies,
including comparable publicly-traded companies, comparable precedent transactions, and
discounted cash flows.

Beginning with the Form 10-K for the year ended December 31, 2006, and in any period during
which a material business combination is completed, we will revise the business combination
disclosure to include a discussion of the factors that contributed to a purchase price that
resulted in the recognition of goodwill in accordance with 51(b) of SFAS 141. See revised
proposed disclosure based on our Form 10-K for the year ended December 31, 2005 attached as
Appendix 3-5.

    4.

    Please revise to describe the processes followed to identify and measure acquired intangible
assets. Address the facts and circumstances supporting the apparent low allocation of amounts
to identified intangible assets in relation to the amounts of acquired loans and deposits and
the amounts ascribed to goodwill.

In accordance with paragraph 39 of SFAS 141, we identify intangible assets that meet the
criteria for recognition apart from goodwill, including assets with contractual or other
legal rights or assets that are capable of being separated from the acquired entity, such as
value in core deposit relationships, customer lists, or noncompete contracts. It has been
our general practice to have an independent third party perform the valuation of acquired
intangible assets.

Beginning with the Form 10-K for the year ended December 31, 2006, and in any period during
which a material business combination is completed, we will revise the business combination
disclosure to describe the processes followed to identify and measure acquired intangible
assets. See revised proposed disclosure based on our Form 10-K for the year ended December
31, 2005 attached as Appendix 3-5.

    5.

    Please revise to disclose whether or not you relied on a valuation report to allocate the
purchase price in each acquisition. To the extent such reports were received and relied on,
please provide them to us.

As noted in the response to comment 4 above, it has been our general practice to have an
independent third party perform the valuation of acquired intangible assets. We will
provide copies of the valuation reports supplementally.

Beginning with the December 31, 2006 Form 10-K, and in any period during which a material
business combination is completed, we will revise the business combination note to disclose
if a valuation report was relied upon to allocate the purchase price for each acquisition.
See revised proposed disclosure based on our Form 10-K for the year ended December 31, 2005
attached as Appendix 3-5.

Page 2

Note 3 Investment Securities, page 75

    6.

    Please revise to disclose the information required by paragraph 21 of EITF 03-1 for each
balance sheet date presented.

We have reviewed the requirements of paragraph 21 of EITF 03-1 and, beginning with the Form
10-K for the year ended December 31, 2006, we will expand the disclosure to include the
information required by paragraph 21 of EITF 03-1 for each balance sheet date presented. See
revised proposed disclosure based on our Form 10-K for the year ended December 31, 2005
attached as Appendix 6, which has been revised to include the quantitative information per
paragraph 21(a) of EITF 03-1 for both December 31, 2005 and December 31, 2004.

Note 12 Income Taxes, page 88

    7.

    Please revise to provide a roll forward of the deferred tax asset valuation allowance for all
periods presented. Also, please revise here or in management’s discussion and analysis to
fully explain the change in the deferred tax asset valuation allowance for the periods
presented. Please highlight changes in assumptions and environmental factors that
necessitated the change and provide the factors you considered to conclude that it was more
likely than not that some portion of the deferred tax benefit will not be realized.

Beginning with the Form 10-K for the year ended December 31, 2006, we will expand the
footnote disclosure to provide a roll forward of the deferred tax asset valuation allowance
and to provide an explanation of the changes in the deferred tax valuation allowance. See
revised proposed disclosure based on our Form 10-K for the year ended December 31, 2005
attached as Appendix 7. The changes in the environmental factors affecting the income
projections used to determine if the benefit will be realized were related to the impact
of acquisitions and consolidations.

Note 14 Derivative and Hedging Activities, page 91

    8.

    Please revise to provide the following information:

    a)

    Specifically identify the type of accounting (fair value hedge, cash flow hedge,
economic hedge, etc.) and a clear description of the hedged items for all of the
derivatives identified in the tables on page 93. Refer to paragraph 44 of SFAS 133.

    b)

    Disclose separately for your fair value hedges and cash flow hedges the net gain or
loss recognized in earnings during the periods presented representing the amount of hedge
ineffectiveness and amount, if any, excluded from the assessment of hedge effectiveness.
Also disclose where the gain or loss is reported in the income statement. Refer to
paragraph 45 of SFAS 133.

    c)

    Clearly describe the specific methodology used to test hedge effectiveness for each
type of SFAS 133 hedging relationship and how often those tests are performed.

    d)

    For both derivative hedges and hedged items, please disclose the amounts recorded and
where you report the unrealized and realized gains and losses on your balance sheet, income
statement and statement of cash flows.

Page 3

Beginning with the Form 10-Q for the quarter ended June 30, 2006, we will expand
disclosure in the Derivative and Hedging Activities note to include the above
information. See revised proposed disclosure to our Form 10-K based on the year ended
December 31, 2005 attached as Appendix 8.

When reviewing management’s specific response to questions 8(a) through 8(d) below, we believe
that it is important to note that the Corporation changed its application of hedge accounting for
certain derivative instruments effective for the quarter ended June 30, 2005. In this regard, the
following paragraphs were included Note 2, Accounting for Certain Derivatives, on pages 7 and 8 of
our Form 10-Q for the quarter ended June 30, 2005:

“Effective for the quarter ended June 30, 2005, the Corporation will no longer apply
hedge accounting to certain interest rate swap agreements and an interest rate cap. After
recent consultation with the Corporation’s independent registered public accounting firm
(subsequent to the Corporation’s July 21, 2005 press release on second quarter 2005
earnings), the Corporation determined that the hedge accounting treatment applied to
interest rate swaps on portions of its variable rate debt, an interest rate cap on variable
rate debt, an interest rate swap on fixed rate subordinated debt and certain interest rate
swaps related to specific fixed rate commercial loans, needed to be changed under the
requirements of SFAS 133, “Accounting for Derivative Instruments and Hedging
Activities,”(SFAS 133). While this change affects previous period financial statements, the
Corporation concluded that a restatement of its historical financial statements was not
required as the correction was not material to prior periods presented.

Under the Corporation’s previous interpretation of SFAS 133, the exchange of interest
payments related to the swap contracts was included in net interest income, the changes in
fair value on the interest rate swaps hedging portions of the variable rate debt and the
interest rate cap were recorded in stockholders’ equity as part of accumulated other
comprehensive income, and the fair value of the swap on fixed rate subordinated debt and
the hedged item were recorded in the balance sheet with changes in fair value of both the
swap and hedged item recognized in earnings. For the quarter ended June 30, 2005, and
prospectively, hedge accounting will no longer be applied for these aforementioned
derivative transactions, and the future exchange of interest payments related to the swap
contracts as well as the “mark to market” (i.e., changes in the fair values of the swaps
and the interest rate cap) will be recorded on a net basis in other income, and the hedged
items (i.e., the subordinated debt and the specific commercial loans) will no longer be
adjusted to fair values on a quarterly basis.

The impact of these changes was effected by recording a loss on derivatives of $6.7 million
in other income effective for the quarter ended June 30, 2005. On an after tax basis, this
resulted in a $4.0 million reduction to net income, or $0.03 to both basic and diluted
earnings per share for the three and six month periods ended June 30, 2005. The aggregate
cumulative effect of this adjustment was a net increase to consolidated shareholders’
equity of $3.3 million, at June 30, 2005, attributable to the fair value changes of the
interest rate swaps hedging the subordinated debt and commercial loans.

Future reported results will be more sensitive to interest rate fluctuations as a result of
this change. The Corporation is currently evaluating its future hedging strategies.”

Additionally, the following paragraph was included on page 93 of our Form 10-K for the year ended
December 31, 2005:

“Effective for the quarter ended June 30, 2005, the Corporation no longer applied hedge
accounting to certain interest rate swap agreements and an interest rate cap. The impact
of these changes was effected by recording a loss on derivatives of $6.7 million in other
income effective for the quarter ended June 30, 2005. On an after tax basis, this resulted
in a $4.0 million reduction to net income, or $0.03 to both basic and diluted earnings per
share for 2005. The aggregate cumulative effect of this adjustment was a net increase to
consolidated stockholders’ equity of $3.3 million, at June 30, 2005, attributable to the
fair value changes of the interest rate swaps hedging the subordinated debt and commercial
loans. Certain derivative instruments that lost hedge accounting treatment were terminated
in the third quarter of 2005 resulting in a $1.0 million gain, included in other income.
The Corporation continues to evaluate its future hedging strategies.”

    a)

    With respect to the derivatives table on page 93 of our 2005 Form 10-K
for December 31, 2005: Line 1 represents fair value hedges using swaps with an
aggregate notional amount of $175 million, which hedge long-term, fixed-rate
funding, specifically a fixed-rate subordinated debenture. Line 2 represents fair
value hedges using swaps with total notional amounts of $274 million, which hedge
long-term, fixed-rate commercial loans. Line 3 represents a $200 million notional
interest rate cap that is not accounted for as a hedge and changes in its fair
value are recorded in other income each reporting period. Lines 4 and 5 represent
customer and mirror swaps and caps which are not accounted for as hedges and
changes in fair value of both are recorded through other income. The customer
swaps and caps are entered into to service the customers’ needs. The Corporation
simultaneously enters into offsetting derivative instruments, i.e. mirror interest
rate swaps and caps, with third parties to manage its interest rate risk associated
with the customer swap or cap.

    With respect to the derivatives table on page 93 of our 2005 Form 10-K for December
31, 2004: Line 1 represented cash flow hedges using swaps with total notional
amounts of $200 million, which hedge long-term, variable-rate funding. Line 2
represented fair value hedges using swaps with total notional amounts of $375
million, which hedge long-term, fixed-rate funding. Line 3 represented a cash flow
hedge using a swap with a notional amount of $200 million, hedging long-term,
variable-rate funding. Line 4 represented fair value hedges using swaps totaling
$321 million in notional balance that hedge long-term, fixed-rate commercial loans.
Lines 5 and 6 represented customer and mirror swaps and caps which are not accounted
for as hedges. The customer swaps and caps are entered into to service the
customers’ needs. The Corporation simultaneously enters into offsetting derivative
instruments, i.e. mirror interest rate swaps and caps, with third parties to manage
its interest rate risk associated with the customer swap or c