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corresp

September 19, 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 September 7,
2006 (the “Comment Letter”) related to our filing on Form 10-K for the year ended December 31, 2005
are presented below. 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 offered in our response letter dated July 12, 2006 are
underlined; additional proposed revisions offered in this response letter are underlined and
italicized. Certain proposed disclosures related to various responses are included as appendices
(numbered similarly to the Comment Letter) due to their length.

Statement of Cash Flows, page 65

    1.

    We note your response to comment 2 from our June 27, 2006 letter in which you state that
mortgage servicing rights are originated as an allocation from funds disbursed on originated
loans. Please give us an example of how you account for an originated loan in which servicing
rights are originated and tell us the accounting guidance on which you rely for this
accounting treatment. Refer to paragraph 13 of SFAS 140.

We record mortgage servicing rights upon the sale of loans when we retain loan servicing.
Loans that are sold are either originated directly by the Corporation or are purchased from
correspondent banks. In accordance with SFAS 140 (particularly paragraph 13), we record a
mortgage servicing rights asset at an allocated fair value based on the loan’s and servicing
asset’s relative values upon the sale of the loan where loan servicing rights are retained.

Page 1

As an example, assume we have an originated loan with a carrying value of $100,000, which we
sell servicing retained for $100,000 in cash. On the sale date, assume the fair value of
the loan is $100,000 and the fair value of the servicing asset is $1,500. Using the
relative fair values, the accounting would be to record the sale of the loan and recognize
the mortgage servicing rights asset at their relative fair values:

                DR Cash

    $
    100,000

    CR Gain on sale of loans

    $
    1,478

    CR Loan

    $
    98,522

    DR Mortgage servicing rights asset

    $
    1,478

    CR Loan

    $
    1,478

    2.

    Please tell us the amount of mortgage servicing rights recorded as an allocation from funds
disbursed on originated loans on your balance sheet as of December 31, 2005 and 2004.

The mortgage servicing rights asset (before valuation allowance) was $91.8 million as of
December 31, 2004, and $76.2 million as of December 31, 2005. Our mortgage servicing rights
balance is attributable to three sources: loans originated by the Corporation and
subsequently sold, loans purchased from correspondent banks and subsequently sold, and from
bank acquisitions with pre-existing servicing portfolios. We have not purchased mortgage
servicing rights in bulk purchase transactions. We have data related to the additions by
these origination sources; however once booked, the mortgage servicing rights (and
underlying loans serviced) are grouped into pools and tracked differently. As such, the
outstanding mortgage servicing rights balance from each origination source is not available.
For purposes of this response, however, an estimate of the mortgage servicing rights
balance by origination source follows: Of the outstanding balance, we would estimate
approximately one-third (and declining over time) was mortgage servicing rights acquired
with our First Federal acquisition during the fourth quarter of 2004 ($31.8 million at
acquisition), and the remaining balance was generated from the sale of loans (split
similarly to our secondary mortgage production statistics, with approximately 40% from loans
we purchased from correspondent banks and 60% from loans originated by the Corporation).
Additionally, we sold $10.0 million carrying value in a bulk sale of mortgage servicing
rights during the fourth quarter of 2005.

Note 2 Business Combinations, page 72

    3.

    We note your responses and proposed disclosure to comments 4 and 5 from our June 27, 2006
letter. You state that you will disclose if a valuation report was relied upon to allocate
the purchase price for each acquisition; however, we do not see this disclosure for the
business combinations included in Appendix 3-5. Please revise to include this disclosure for
all business combinations disclosed.

To provide greater clarity to the general introductory paragraph we proposed in our earlier
response, we will further revise our previously submitted proposed business combination
disclosure to identify the valuation reports that were relied upon, under each specific
acquisition, to allocate purchase price related to identified core deposit intangibles,
noncompete contracts, and/or customer relationships, as is relevant to each specific
acquisition. See revised proposed disclosure based on our Form 10-K for the year ended
December 31, 2005 attached as Appendix 3, which we will include in future filings beginning
with the Form 10-K for the year ended December 31, 2006.

Page 2

Note 12 Income Taxes, page 88

    4.

    We note your response and proposed disclosure to comment 7 from our June 27, 2006 letter.
You state that you will expand the footnote disclosure to provide a roll forward of the
deferred tax asset valuation allowance. We do not see this roll forward in your proposed
disclosure attached as Appendix 7. Please revise to include this roll forward. Also, please
revise to discuss the primary factors on which you rely to conclude that it is more likely
than not that the net operating loss carryforward deferred tax asset will not be realized.

We will further revise our previously submitted proposed income taxes disclosure to remove
the sentence added which describes the roll forward of the deferred tax asset valuation
allowance for 2005 and replace it with a tabular presentation. Additionally within Note 12,
we will incorporate wording similar to the disclosure currently in Note 1, “Summary of
Significant Accounting Policies,” which discusses the primary factors we consider to
conclude on the likelihood of realization of the net operating loss carryforward deferred
tax asset. See revised proposed disclosure based on our Form 10-K for the year ended
December 31, 2005 attached as Appendix 4, which we will include in future filings beginning
with the Form 10-K for the year ended December 31, 2006.

We believe this letter is responsive to your comments, and per your request, we affirm our intent
to include the requested revisions in future filings. Please feel free to contact me at
920-491-7120 if you have any questions or need further information.

Sincerely,

/s/ Joseph B. Selner

Chief Financial Officer

Associated Banc-Corp

Cc: Mike Volley, Staff Accountant

Page 3

Appendix 1-2

Intentionally left blank.

Page 4

Appendix 3

NOTE 2 BUSINESS COMBINATIONS (with proposed disclosure revisions as underlined):

When valuing acquisitions, the Corporation considers a range of valuation methodologies,
including comparable publicly-traded companies, comparable precedent transactions, and discounted
cash flow. For each of the acquisitions noted below, the resulting purchase price exceeded the
value of the net assets acquired. To record the transaction, the Corporation assigns estimated
fair values to the assets acquired, including identifying and measuring acquired intangible assets,
and to liabilities assumed (using sources of information such as observable market prices or
discounted cash flows). To identify intangible assets that should be measured, the Corporation
determines if the asset arose from contractual or other legal rights or if the asset is capable of
being separated from the acquired entity. When valuing identified intangible assets, the
Corporation generally relies on valuation reports by independent third parties. In each
acquisition, the excess cost of the acquisition over the fair value of the net assets acquired is
allocated to goodwill.

State Financial Services Corporation (“State Financial”): On October 3, 2005, the Corporation
consummated its acquisition of 100% of the outstanding shares of State Financial. During the fourth
quarter of 2005, the Corporation integrated and converted State Financial onto its centralized
operating systems and merged State Financial into its banking subsidiary, Associated Bank, National
Association.

As of the date of acquisition, State Financial was a $2 billion financial services company based in
Milwaukee, Wisconsin, with 29 banking branches in southeastern Wisconsin and northeastern Illinois,
providing commercial and retail banking products. The Corporation expects to expand its branch
distribution network, improve its operational efficiencies, and increase revenue streams with the
State Financial acquisition.

Based on the terms of the agreement, State Financial shareholders received 1.2 shares of the
Corporation’s common stock for each share of State Financial common stock held and cash for all
outstanding options. Therefore, the consummation of the transaction included the issuance of
approximately 8.4 million shares of common stock and $11 million in cash.

To record the transaction, the Corporation assigned estimated fair values to the assets acquired
and liabilities assumed. The excess cost of the acquisition over the estimated fair value of the
net assets acquired was allocated to identifiable intangible assets with the remainder then
allocated to goodwill. Goodwill of approximately $199 million, a core deposit intangible of
approximately $15 million (with a ten-year estimated life), and other intangibles of $2 million
(noncompete contracts) recognized at acquisition were assigned to the banking segment.
The Corporation relied on valuation reports by independent third parties in valuing the core
deposit intangible and the noncompete contracts. If additional evidence becomes available
subsequent to but within one year of recording the transaction indicating a significant difference
from an initial estimated fair value used, goodwill could be adjusted.

Page 5

The following table summarizes the estimated fair value of the assets acquired and liabilities
assumed of State Financial at the date of the acquisition.

    $ in Millions

    Investment securities available for sale

    $
    348

    Loans, net

    979

    Other assets

    108

    Intangible assets

    17

    Goodwill

    199

    Total assets acquired

    $
    1,651

    Deposits

    $
    1,050

    Borrowings

    311

    Other liabilities

    9

    Total liabilities assumed

    $
    1,370

    Net assets acquired

    $
    281

The following represents required supplemental pro forma disclosure of total revenue, net income,
and earnings per share as though the State Financial acquisition had been completed at the
beginning of 2005 and 2004, respectively.

    For Year ended December 31,

    2005

    2004

    ($ in Thousands, except per share data)

    Total revenue

    $
    1,013,482

    $
    824,637

    Net income

    328,234

    271,932

    Basic earnings per share

    2.40

    2.23

    Diluted earnings per share

    2.37

    2.20

The pro forma results include amortization of newly created intangibles, interest cost on the cash
consideration, and amortization of fair value adjustments on loans, investments, deposits, and
debt. The pro forma weighted average common shares used in the earnings per share calculations
include adjustments for shares issued for the acquisition but does not assume any incremental share
repurchases. The pro forma results presented do not reflect cost savings or revenue enhancements
anticipated from the acquisition and are not necessarily indicative of what actually would have
occurred if the acquisition had been completed as of the beginning of each period presented, nor
are they necessarily indicative of future results.

First Federal Capital Corp (“First Federal”): On October 29, 2004, the Corporation consummated its
acquisition of 100% of the outstanding shares of First Federal, based in La Crosse, Wisconsin. In
February 2005, the Corporation completed its conversion of First Federal onto its centralized
operating systems and merged the thrift charter into its banking subsidiary, Associated Bank,
National Association.

As of the acquisition date, First Federal operated a $4 billion savings bank with over 90 banking
locations serving more than 40 communities in Wisconsin, northern Illinois, and southern Minnesota,
building upon and complementing the Corporation’s footprint. As a result of the acquisition, the
Corporation expected to enhance its current branch distribution (including supermarket locations
which were new to the Corporation’s distribution model), improve its operational and managerial
efficiencies, increase revenue streams, and strengthen its community banking model.

Page 6

First Federal shareholders received 0.9525 shares of the Corporation’s common stock for each share
of First Federal common stock held, an equivalent amount of cash, or a combination thereof. The
merger agreement provided that the aggregate consideration paid by the Corporation for the First
Federal outstanding common stock must be equal to 90% stock and 10% cash and therefore, the
consummation of the transaction included the issuance of approximately 19.4 million shares of
common stock and $75 million in cash.

To record the transaction, the Corporation assigned estimated fair values to the assets acquired
and liabilities assumed. The excess cost of the acquisition over the estimated fair value of the
net assets acquired was allocated to identifiable intangible assets with the remainder then
allocated to goodwill. Goodwill of approximately $447 million, a core deposit intangible of
approximately $17 million (with a ten-year estimated life), and other intangibles of $4 million
(noncompete contracts) recognized at acquisition were assigned to the banking segment.
The Corporation relied on valuation reports by an independent third party in valuing the core
deposit intangible and the noncompete contracts. During 2005, goodwill was reduced by $1.5
million for adjustments to the initially estimated fair values of the net assets acquired, as
additional evidence became available.

The following table summarizes the estimated fair value of the assets acquired and liabilities
assumed of First Federal at the date of the acquisition, net of the changes related to goodwill
noted above.

    $ in Millions

    Investment securities available for sale

    $
    665

    Loans, net

    2,727

    Other assets

    256

    Mortgage servicing rights

    32

    Intangible assets

    21

    Goodwill

    445

    Total assets acquired

    $
    4,146

    Deposits

    $
    2,701

    Borrowings

    768

    Other liabilities

    49

    Total liabilities assumed

    $
    3,518

    Net assets acquired

    $
    628

Jabas Group, Inc. (“Jabas”): On April 1, 2004, the Corporation (through its subsidiary, Associated
Financial Group, LLC) consummated its cash acquisition of 100% of the outstanding shares of Jabas.
Jabas is an insurance agency specializing in employee benefit products headquartered