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corresp

April 2, 2007

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, 2006

     File No. 0-5519

Dear Mr. Cline:

The response of Associated Banc-Corp (the “Corporation” or “Associated”) to the comment in the
Securities and Exchange Commission (the “SEC” or “Commission”) comment letter dated March 21, 2007
(the “Comment Letter”) related to our filing on Form 10-K for the year ended December 31, 2006
follows. For reference purposes, the text of the Comment Letter has been reproduced below in bold
followed by Associated’s response. Proposed disclosures for future filings related to our response
are included as an appendix due to the length, utilizing strikeouts and underlining to indicate
proposed revisions.

Form 10-K for the Fiscal Year Ended December 31, 2006

Note 10 – Stockholders’ Equity, page 89

    1.

    It appears you have included the SFAS 158 transition adjustment required by paragraph 16(a)
of SFAS 158 in Other Comprehensive Income. Please tell us how the inclusion of the transition
adjustment in Other Comprehensive Income complies with paragraph A7 of SFAS 158.

    The SFAS 158 transition adjustment was appropriately recorded in Accumulated Other Comprehensive
Income (AOCI). However, we incorrectly included this transition adjustment with Other
Comprehensive Income (OCI), which does not comply with the presentation shown in paragraph A7 of
SFAS 158. This affects the 2006 disclosure of comprehensive income included in Note 10
beginning on page 89 of our Form 10-K and in the Statement of Changes in Stockholders’ Equity on
page 70 of our Form 10-K. There is no effect on the total AOCI reported on our Consolidated
Balance Sheet and Statement of Changes in Stockholders’ Equity.

    We believe the effect on Note 10 and on the Statement of Changes in Stockholders’ Equity
for the change in presentation that would be necessary to comply with paragraph A7 of SFAS 158
is not material to our 2006 Form 10-K. We based our materiality conclusion on the evaluation of
quantitative and qualitative information, among which were: a) the amount of the transition
adjustment, net of tax, represents less than 5% of comprehensive income for 2006, b) the
details of the transition adjustment are separately disclosed in Note 10 to aid the reader (in
line with the purpose of SFAS 130, particularly paragraphs 11 and 13, which indicates that the
components of changes in equity may be more important than a single focus on the total amount
of comprehensive income), and c) there is no effect on the total AOCI reported for 2006.
Therefore, in future filings, beginning with the Form 10-Q for the period ended March 31, 2007,
and concluding in the 2007 Form 10-K, we will include a full-year 2006 Statement of Changes in
Stockholders’ Equity, which will reflect the SFAS 158 transition adjustment as a direct
component of AOCI, separate from comprehensive income, as well as the applicable year-to-date
2007 Statement of Changes in Stockholders’ Equity each quarter, inclusive of the components of
OCI either directly on the statement or in a footnote for each period presented. See revised
proposed disclosure based on our Form 10-K for the year ended December 31, 2006 attached as
Appendix 1, which we will include in future filings with an explanation of the change beginning
with the Form 10-Q for the quarter ended March 31, 2007.

Page 1

On behalf of Associated, and as requested in your letter, we acknowledge that:

    •

    Associated is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

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

    •

    Associated may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

We believe this letter is responsive to your comments. 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: Matthew Komar, Staff Accountant

Page 2

Appendix 1: Consolidated Statements of Changes in Stockholders’ Equity and Note 10 Stockholders’
Equity from the 2006 Form 10-K of Associated Banc-Corp (with proposed disclosure revisions as
underlined or stricken )

ASSOCIATED BANC–CORP

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

    Accumulated

    Other

    Common Stock

    Retained

    Comprehensive

    Deferred

    Treasury

    Shares

    Amount

    Surplus

    Earnings

    Income (Loss)

    Compensation

    Stock

    Total

    (In Thousands, except per share data)

    Balance, December 31, 2003

    73,442

    $
    734

    $
    575,975

    $
    724,356

    $
    52,089

    $
    (1,981
    )

    $
    (2,746
    )

    $
    1,348,427

    Comprehensive income:

    Net income

    —

    —

    —

    258,286

    —

    —

    —

    258,286

    Other comprehensive loss

    —

    —

    —

    —

    (10,884
    )

    —

    —

    (10,884
    )

    Comprehensive income

    247,402

    Cash dividends, $0.9767 per share

    —

    —

    —

    (112,565
    )

    —

    —

    —

    (112,565
    )

    Common stock issued:

    Business combinations

    19,447

    194

    537,803

    —

    —

    —

    —

    537,997

    3-for-2 stock split effected in the form of a
stock dividend

    36,819

    369

    (369
    )

    —

    —

    —

    —

    —

    Stock-based compensation plans

    334

    3

    7,699

    (11,230
    )

    —

    —

    27,385

    23,857

    Purchase of common stock

    —

    —

    —

    —

    —

    —

    (33,655
    )

    (33,655
    )

    Deferred compensation expense

    —

    —

    141

    —

    —

    (141
    )

    —

    —

    Tax benefit of stock options

    —

    —

    5,956

    —

    —

    —

    —

    5,956

    Balance, December 31, 2004

    130,042

    $
    1,300

    $
    1,127,205

    $
    858,847

    $
    41,205

    $
    (2,122
    )

    $
    (9,016
    )

    $
    2,017,419

    Comprehensive income:

    Net income

    —

    —

    —

    320,161

    —

    —

    —

    320,161

    Other comprehensive loss

    —

    —

    —

    —

    (45,143
    )

    —

    —

    (45,143
    )

    Comprehensive income

    275,018

    Cash dividends, $1.06 per share

    —

    —

    —

    (138,966
    )

    —

    —

    —

    (138,966
    )

    Common stock issued:

    Business combinations

    8,427

    84

    264,360

    —

    —

    —

    —

    264,444

    Stock-based compensation plans

    202

    2

    3,710

    (10,795
    )

    —

    —

    25,785

    18,702

    Purchase of common stock

    (2,974
    )

    (29
    )

    (96,329
    )

    —

    —

    —

    (18,454
    )

    (114,812
    )

    Restricted stock awards granted, net of amortization

    —

    —

    (1,115
    )

    —

    —

    41

    1,074

    —

    Tax benefit of stock options

    —

    —

    3,173

    —

    —

    —

    —

    3,173

    Balance, December 31, 2005

    135,697

    $
    1,357

    $
    1,301,004

    $
    1,029,247

    $
    (3,938
    )

    $
    (2,081
    )

    $
    (611
    )

    $
    2,324,978

    Comprehensive income:

    Net income

    —

    —

    —

    316,645

    —

    —

    —

    316,645

    Other
comprehensive income loss

    —

    —

    —

    —

    2,549

    —

    —

    2,549

    (12,515
    )

    (12,515
    )

    Comprehensive income

    319,194

    304,130

Adjustment
for adoption of SFAS 158, net of tax

    (15,064
    )

    (15,064
    )

    Cash dividends, $1.14 per share

    —

    —

    —

    (151,235
    )

    —

    —

    —

    (151,235
    )

    Common stock issued:

    Stock-based compensation plans

    790

    8

    15,268

    (4,945
    )

    —

    —

    19,538

    29,869

    Purchase of common stock

    (6,061
    )

    (61
    )

    (201,913
    )

    —

    —

    —

    (68,316
    )

    (270,290
    )

    Stock-based compensation, net

    —

    —

    2,345

    (54
    )

    —

    2,081

    (561
    )

    3,811

    Tax benefit of stock options

    —

    —

    4,230

    —

    —

    —

    —

    4,230

    Balance, December 31, 2006

    130,426

    $
    1,304

    $
    1,120,934

    $
    1,189,658

    $
    (16,453
    )

    $
    —

    $
    (49,950
    )

    $
    2,245,493

See accompanying notes to consolidated financial statements.

Page 3

NOTE 10 STOCKHOLDERS’ EQUITY:

On April 28, 2004, the Board of Directors declared a 3-for-2 stock split, effected in the form of a
stock dividend, payable May 12, 2004, to shareholders of record at the close of business on May 7,
2004. All share and per share data in the accompanying consolidated financial statements has been
adjusted to reflect the effect of this stock split. As a result of the stock split, the
Corporation distributed approximately 37 million shares of common stock. Any fractional shares
resulting from the dividend were paid in cash.

The Corporation’s Articles of Incorporation authorize the issuance of 750,000 shares of preferred
stock at a par value of $1.00 per share. No shares have been issued.

At December 31, 2006, subsidiary net assets equaled $2.4 billion, of which approximately $50
million could be paid to the Parent Company in the form of cash dividends without prior regulatory
approval, subject to the capital needs of each subsidiary.

Stock Repurchases: The Board of Directors has authorized management to repurchase shares of
the Corporation’s common stock each quarter in the market (authorized at 2.0 million shares per
quarter as of December 31, 2006), to be made available for issuance in connection with the
Corporation’s employee incentive plans and for other corporate purposes. Under this authorization,
the Corporation repurchased (and recorded to treasury stock) 6,480 shares for $219,000 during 2006
at an average cost of $33.82 per share and 521,500 shares for $17.0 million during 2005 at an
average cost of $32.58 per share.

Additionally, under actions in October 2000, July 2003, and March 2006, the Board of Directors
authorized the repurchase of the Corporation’s outstanding shares, not to exceed approximately 17.6
million shares on a combined basis. During the full year 2005, the Corporation repurchased (and
cancelled) approximately 3.0 million shares of its outstanding common stock for $96.4 million or an
average cost of $32.40 per share under accelerated share repurchase agreements. During the first
quarter of 2006, the Corporation settled the 2005 accelerated share repurchase agreements. In
addition, the Corporation repurchased 8.0 million shares during 2006 (6.0 million cancelled shares
and 2.0 million recorded to treasury stock) for a combined cost of $263 million or an average cost
of $32.83 under accelerated share repurchase agreements. The Corporation settled two of the 2006
accelerated share repurchase agreements in shares during 2006, and the remaining 2006 accelerated
share repurchase agreement is anticipated to settle in shares in first quarter 2007. At December
31, 2006, approximately 1.4 million shares remain authorized to repurchase under the March 2006
authorization, as the 2000 and 2003 authorizations have been fully utilized. The accelerated share
repurchases enable the Corporation to repurchase the shares immediately, while the investment
banker purchases the shares in the market over time. The repurchase of shares will be based on
market opportunities, capital levels, growth prospects, and other investment opportunities.

Other Comprehensive Income: A summary of activity in accumulated other comprehensive income
follows.

    2006

    2005

    2004

    ($ in Thousands)

    Net income

    $
    316,645

    $
    320,161

    $
    258,286

    Other comprehensive income (loss):

    Reclassification adjustment for net losses and interest expense for
interest differential on derivative instruments realized in net
income

    —

    14,636

    6,853

    Income tax benefit

    —

    (5,874
    )

    (3,695
    )

    Net gains (losses) on investment securities available for sale:

    Net unrealized gains (losses)

    8,790

    (79,997
    )

    (20,189
    )

    Reclassification adjustment for net gains realized in net income

    (4,722
    )

    (4,116
    )

    (637
    )

    Income tax expense (benefit)

    (1,519
    )

    30,208

    6,784

    Pension and postretirement benefit adjustment

    (25,107
    )

    —

    —

    Income tax expense

    10,043

    —

    —

Total other
comprehensive income (loss)

    2,549

    (45,143
    )

    (10,884
    )

    (12,515
    )

    Comprehensive income

    $
    319,194

    $
    275,018

    $
    247,402

    304,130

Page 4