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CORRESP

May 27, 2009

By Edgar

Mr. Kevin W. Vaughn

Branch Chief

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 Fiscal Year Ended December 31, 2008

File No. 001-31343 and 0-5519

Dear Mr. Vaughn:

The response of Associated Banc-Corp (the “Corporation” or “Associated”) to the comments in the
Securities and Exchange Commission (the “SEC” or “Commission”) comment letter dated May 12, 2009
(the “Comment Letter”) related to our filing on Form 10-K for the fiscal year ended December 31,
2008 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, 2008

Selected Financial Data, page 24

    1.

    We note that your efficiency ratio excludes investment securities gains, net and asset
sale gains, net. Please tell us and revise your future filings to disclose whether your
presentation of the efficiency ratio complies with that of your primary banking regulator.
To the extent that it does not reflect the definition of the efficiency ratio based on
your primary banking regulator’s guidance, it would appear to be a non-GAAP measure under
Item 10(e) of Regulation S-K. Accordingly, please revise your future filings to include a
reconciliation of this measure to the closest GAAP ratio or the ratio based on your primary
banking regulator’s definition, and provide all of the disclosures required by Item 10(e)
of Regulation S-K.

    The Federal Reserve (Associated’s primary regulator) guidance, as defined in the Bank
Holding Company Performance Report (“BHCPR”) and related BHCPR User’s Guide, calculates the
efficiency ratio as overhead expense (noninterest expense) divided by the sum of net
interest income plus noninterest income, excluding investment securities gains, net. The
purpose of the efficiency ratio is to measure the proportion of net operating revenues
absorbed by overhead expense.

    Beginning with the Form 10-Q for the quarter ended June 30, 2009, we will revise our
disclosures related to the efficiency ratio to reflect this as a non-GAAP measure. See
proposed revised disclosures as required under Item 10(e) of Regulation S-K attached as
Appendix 1.

Critical Accounting Policies, page 27

    2.

    We note your disclosure on page 28 that “The Corporation believes the allowance for
loan losses is adequate as recorded in the consolidated financial statements.” Please
revise, here and throughout your filing, to state that the level of the allowance for loan
losses is “appropriate”, if true.

Page 1

    Beginning with the Form 10-Q for the quarter ended June 30, 2009, we will revise our
disclosures related to the allowance for loan losses to state that the level of the
allowance for loan losses is appropriate. See proposed revised allowance for loan losses
disclosures of the “Critical Accounting Policies” and “Allowance for Loan Losses” sections
of the MD&A and Note 1, “Summary of Significant Accounting Policies,” based on our Form 10-K
for the year ended December 31, 2008 attached as Appendix 2.

Note 10 Stockholders’ Equity, page 96

    3.

    Please revise to disclose the following information related to your preferred shares
and common stock warrants issued in connection with your participation in the CPP:

    a)

    Please revise to specifically disclose the methodologies used to
determine the respective fair values of both the preferred stock and the common
stock warrants for the purposes of allocating the proceeds.

    b)

    Please revise to disclose the assumptions used to determine the fair
value of the preferred stock for the purposes of allocating the proceeds.

    Beginning with the Form 10-Q for the quarter ended June 30, 2009, we will revise our
disclosures related to the preferred stock and common stock warrants issued during the
fourth quarter of 2008 in connection with our participation in the CPP. See proposed
revised disclosures attached as Appendix 3.

Note 12 Retirement Plans, page 102

    4.

    Please revise to disclose the period over which you define “long-term” as it relates to
your expected long-term rate of return on plan assets. Additionally, please disclose what
your actual rate of return on plan assets has been for both 2008 and 2007.

    Beginning with the Form 10-K for the year ended December 31, 2009, we will revise our
disclosures to include the time period used to estimate our expected long-term rate of
return and the actual rate of return for the current and prior year, on plan assets. See
proposed revised disclosures attached as Appendix 4.

Fair Value of Financial Instruments, page 122

    5.

    In your disclosure here, you state that for available-for-sale securities, you utilize
bid quotations received from securities dealers when the bid prices are not available or
published in newspapers. Please tell us and revise to disclose the following:

    a)

    Please disclose how the use of bid quotations from securities dealers
relates to your disclosure on page 118 that states that you use quoted market
prices, when available. Please clarify where you classify the bid quotations
received from securities dealers in the fair value hierarchy.

    b)

    Please disclose whether the bid quotations received from securities
dealers are binding or non-binding, and quantify the portion of the securities
portfolio that is valued using this methodology. If you receive non-binding bids,
please tell us why you do not obtain binding quotes.

    c)

    Please tell us whether the bid quotations received from securities
dealers have appropriately considered the lack of liquidity in the marketplace.

    d)

    Please revise to expand your disclosure to discuss in more detail the
internal validation procedures you perform on the bid quotations received from
securities dealers. For example, please discuss systems controls you have in
place, your procedures to control outlying prices and other exceptions and the
procedures you perform to analyze relative values based on specific characteristics
of securities. Furthermore, please expand

Page 2

    disclosures regarding the valuation methodologies and assumptions utilized by
dealers along with any testing of significant assumptions that you may perform.

    Upon further review of our investment securities fair value disclosure on page 118 and page
122, we will revise and clarify our disclosures that describe our valuation methodology. The
term “bid quotation” used on page 122 was applied in a broader manner and was simply
intended to refer to the limited use of third party brokers, which provide us with fair
value estimates on certain investment securities. This has historically been a very limited
portion of our investment securities portfolio. We acknowledge that the use of the word
“bid” quotation on page 122 is not an accurate reflection of our current fair value
methodology and process as we do not solicit quotations with the intention of selling
securities. As such, we will remove the reference to “bid quotations” from our disclosure,
and will modify our disclosure in future filings to more accurately portray our current
process as disclosed on page 118. Moreover, since we did not use bid
quotations from security dealers, other information requested in
items 5b and 5c is not relevant to our disclosure.

    To provide additional clarity, beginning with the Form 10-Q for the quarter ended June 30,
2009, we will revise our disclosures related to the fair value methodology applied to
investment securities available for sale, including our internal validation process. See
proposed revised disclosure attached as Appendix 5.

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

Page 3

APPENDIX 1:

TABLE 1: EARNINGS SUMMARY AND SELECTED FINANCIAL DATA

(In thousands, except per share data)

    %

    5-Year

    Change

    Compound

    2007 to

    Growth

    Years ended December 31,

    2008

    2008

    2007

    2006

    2005

    2004

    Rate (5)

    Interest income

    $
    1,126,709

    (11.7
    )%

    $
    1,275,712

    $
    1,279,379

    $
    1,094,025

    $
    767,122

    9.1
    %

    Interest expense

    430,561

    (31.9
    )

    631,899

    609,830

    421,770

    214,495

    14.7

    Net interest income

    696,148

    8.1

    643,813

    669,549

    672,255

    552,627

    6.4

    Provision for loan losses

    202,058

    485.5

    34,509

    19,056

    13,019

    14,668

    34.0

    Net interest income after provision
for loan losses

    494,090

    (18.9
    )

    609,304

    650,493

    659,236

    537,959

    1.3

    Noninterest income

    285,650

    (17.2
    )

    344,781

    295,501

    291,086

    210,247

    5.7

    Noninterest expense

    557,460

    4.2

    534,891

    496,215

    480,463

    377,869

    9.2

    Income before income taxes

    222,280

    (47.0
    )

    419,194

    449,779

    469,859

    370,337

    (7.1
    )

    Income tax expense

    53,828

    (59.7
    )

    133,442

    133,134

    149,698

    112,051

    (10.4
    )

    Net income

    168,452

    (41.0
    )

    285,752

    316,645

    320,161

    258,286

    (5.9
    )%

    Preferred stock dividends and discount

    3,250

    N/M

    —

    —

    —

    —

    N/M

    Net income available to common equity

    $
    165,202

    (42.2
    )%

    $
    285,752

    $
    316,645

    $
    320,161

    $
    258,286

    (6.3
    )

    Taxable equivalent adjustment

    $
    27,711

    1.7
    %

    $
    27,259

    $
    26,233

    $
    25,509

    $
    25,528

    2.2
    %

    Earnings per common share:

    Basic earnings per share (1)

    $
    1.30

    (42.0
    )%

    $
    2.24

    $
    2.40

    $
    2.45

    $
    2.28

    (8.9
    )%

    Diluted earnings per share (1)

    1.29

    (42.2
    )

    2.23

    2.38

    2.43

    2.25

    (8.8
    )

    Cash dividends per share (1)

    1.27

    4.1

    1.22

    1.14

    1.06

    0.98

    7.4

    Weighted average common shares outstanding
(1):

    Basic

    127,501

    0.1

    127,408

    132,006

    130,554

    113,532

    2.9

    Diluted

    127,891

    (0.4
    )

    128,428

    133,132

    131,931

    115,025

    2.7

    SELECTED FINANCIAL DATA

    Year-End Balances:

    Loans

    $
    16,283,908

    4.9
    %

    $
    15,516,252

    $
    14,881,526

    $
    15,206,464

    $
    13,881,887

    9.6
    %

    Allowance for loan losses

    265,378

    32.3

    200,570

    203,481

    203,404

    189,762

    8.4

    Investment securities

    5,349,417

    51.0

    3,543,019

    3,436,621

    4,711,605

    4,815,344

    7.2

    Total assets

    24,192,067

    12.0

    21,592,083

    20,861,384

    22,100,082

    20,520,136

    9.7

    Deposits

    15,154,796

    8.5

    13,973,913

    14,316,071

    13,573,089

    12,786,239

    9.1

    Long-term funding

    1,861,647

    (0.2
    )

    1,864,771

    2,071,142

    3,348,476

    2,604,540

    (1.8
    )

    Stockholders’ equity

    2,876,503

    23.5

    2,329,705

    2,245,493

    2,324,978

    2,017,419

    16.4

    Book value per common share (1)

    18.54

    1.2

    18.32

    17.44

    17.15

    15.56

    8.6

    Average Balances:

    Loans

    $
    16,080,565

    6.3
    %

    $
    15,132,634

    $
    15,370,090

    $
    14,347,707

    $
    11,174,856

    8.6
    %

    Investment securities

    3,707,549

    6.5

    3,480,831

    3,825,245

    4,794,708

    3,983,452

    2.3

    Total assets

    22,037,963

    6.8

    20,638,005

    21,162,099

    20,921,575

    16,365,762

    8.0

    Deposits

    13,812,072

    0.5

    13,741,803

    13,623,703

    12,462,981

    10,144,528

    8.2

    Stockholders’ equity

    2,423,332

    7.5

    2,253,878

    2,279,376

    2,101,389

    1,499,606

    13.2

    Financial Ratios: (2)

    Return on average equity

    6.95
    %

    (573
    )

    12.68
    %

    13.89
    %

    15.24
    %

    17.22
    %

    Return on average assets

    0.76

    (62
    )

    1.38

    1.50

    1.53

    1.58

    Efficiency ratio (3)

    53.90

    (66
    )

    54.56

    51.67

    50.09

    49.57

    Efficiency ratio, fully taxable equivalent (3)

    52.41

    (151
    )

    53.92

    50.31

    48.99

    48.04

    Net interest margin

    3.65

    5

    3.60

    3.62

    3.64

    3.80

    Average equity to average assets

    11.00

    8

    10.92

    10.77

    10.04

    9.16

    Dividend payout ratio (4)

    97.69

    4,323

    54.46

    47.50

    43.27

    42.84

    (1)

    Share and per share data adjusted retroactively for stock splits and stock dividends.

    (2)

    Change in basis points.

    (3)

    Efficiency ratio is noninterest expense dividend by the sum of taxable equivalent net
interest income plus noninterest income, excluding investment securities gains, net and asset
sale gains, net. See Table 1A for a reconciliation of this Non-GAAP measure.

    (4)

    Ratio is based upon basic earnings per common share.

    (5)

    Base year used in 5-year compound growth rate is 2003 consolidated financial data.

APP - 1

TABLE 1A: RECONCILIATION OF NON-GAAP MEASURE

    Years ended December 31,

    2008

    2007

    2006

    2005

    2004

    Efficiency ratio (a)

    53.90

    54.56

    51.67

    50.09

    49.57

    Taxable equivalent adjustment

    (1.41
    )

    (1.48
    )

    (1.37
    )

    (1.30
    )

    (1.61
    )

    Asset sale gains / losses, net

    (0.08
    )

    0.84

    0.02

    0.20

    0.07

    Efficiency ratio, fully taxable equivalent (b)

    52.41

    53.92

    50.31

    48.99

    48.04

    (a)

    Efficiency ratio is defined by the Federal Reserve guidance as noninterest expense
divided by the sum of net interest income plus noninterest income, excluding investment
securities gains, net.

    (b)

    Efficiency ratio, fully taxable equivalent, is noninterest expense divided by the sum of
taxable equivalent net interest income plus noninterest income, excluding investment
securities gains, net and asset sale gains, net. This efficiency ratio is presented on a
taxable equivalent basis, which adjusts net interest income for the tax-favored status of
certain loans and investment securities. Management believes this measure to be the preferred
industry measurement of net interest income as it enhances the comparability of net interest
income arising from taxable and tax-exempt sources and it excludes non-recurring revenue items
(such as investment securities gains/losses, net and asset sale gains / losses, net).

APP - 2

APPENDIX 2:

Critical Accounting Policies (partial excerpt with proposed disclosure revis