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CORRESP

 October 7, 2011

 By Edgar

 Mr. Christian Windsor

 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, 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. Windsor:

 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 September 23, 2011 (the “Comment Letter”) related to our filings on Form 10-K for
the year ended December 31, 2010 (“Form 10-K”) and on Form 10-Q for the quarter ended June 30, 2011 (“Form 10-Q”) 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 responses are included as an Appendix due to the length, utilizing strikeouts and underlining to indicate proposed revisions.

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 filings, the name of the lawsuit referenced in the first sentence and please identify the parties to the lawsuit.
Please also describe in more detail the pending Multi District Litigation.

 Beginning with the Form 10-K for
the year ending December 31, 2011, we will revise our disclosure to include the name of the lawsuit and to provide more detail on the pending litigation, as described below. As applicable, we will also include the revised disclosure in the Form
10-Q for the quarter ended September 30, 2011.

 A lawsuit, Harris v. Associated Bank, N.A. (the “Bank”),
was filed in the United States District Court for the Western District of Wisconsin in April 2010. The suit alleges that the Bank unfairly assesses and collects overdraft fees and seeks restitution of the overdraft fees, compensatory, consequential
and punitive damages, and costs. The lawsuit asserts claims for a multi-year period (as limited by the applicable state’s statute of limitations, generally 6 years) and is styled as a putative class action lawsuit on behalf of consumer banking
customers of the Bank with the certification of the class pending. In April 2010, a Multi District Judicial Panel issued a conditional transfer order to consolidate this case into the Multi District Litigation (“MDL”), In re: Checking
Account Overdraft Litigation MDL No. 2036 pending in the United States District Court for the Southern District of Florida, Miami Division for coordinated pre-trial proceedings. The Bank is a member, along with many other banking
institutions, of the Fourth Tranche of defendants in this case.

 See proposed revised disclosures attached as Appendix A.

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 us, with a view toward revised disclosure, a determination as to the existence of any such proceedings. Refer to Item 103 of Regulation S-K.

 Consistent with Item 103 of Regulation S-K, the Corporation confirms that on the filing date of its Form 10-K, it had no material pending legal proceedings, other than ordinary routine litigation
incidental to its business, which had not been disclosed in its Form 10-K for the year ended December 31, 2010. Beginning with the Form 10-K for the year ending December 31, 2011, we will revise our disclosure to include a determination
about the existence of any additional legal proceedings deemed material by the Corporation. As applicable, we will also include the revised disclosure in the Form 10-Q for the quarter ended September 30, 2011. See proposed revised disclosures
attached as Appendix A.

 Securities and Exchange Commission

 October 7, 2011

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 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 statement. Please file an amendment to your 10-K that includes, or incorporates by reference, this required disclosure, or advise the staff how you concluded that the information in this section is
adequate to incorporate all the required information.

 Upon review of your comment, we identified a
formatting inconsistency in the Table of Contents of the 2011 Proxy Statement. The “Director Compensation” section was not intended to be a separate main section, rather our intention was to encompass this as a subsection within the
“Executive Compensation” section as indicated in the disclosure language included in the Form 10-K. The formatting within the Table of Contents of the Proxy Statement inadvertently caused Director Compensation to appear as a separate
section. The required disclosure was filed and included for review by shareholders. We respectfully request that the Staff not require an amendment to the Form 10-K at this time. We will revise our formatting in future Proxy Statement filings.

4.
We note that you appear to have incorporated 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.

 Upon review of your comment, we
discovered that a change to the location of a paragraph within our Proxy Statement resulted in an incorrect incorporation by reference of the disclosure required by Item 407(e)(4) of Regulation S-K into Item 10 rather than Item 11 of
the Form 10-K. Beginning with the Form 10-K for the year ending December 31, 2011, we will revise our disclosure to incorporate the disclosure required by Item 407(e)(4) of Regulation S-K into Item 11.

Part III. Incorporated from Definitive Proxy 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 related to Associated.
Please refer to Instruction 4(c)(ii) to Item 404(a) of Regulation S-K. Confirm that you will provide the correct representation in future filings.

 We confirm that we intended “other unrelated persons” to mean “persons not related to Associated” and confirm that we will provide the correct representation in future filings.
Beginning with the Schedule 14A for the 2012 Annual Meeting of Shareholders, we will revise our disclosures to provide the correct representation. See proposed revised disclosures of the “Related Party Transactions” section from our 2011
Proxy Statement attached as Appendix B.

 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 include 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 future filings to include this information for the year ended December 31, 2010.

 As we reviewed ASU 2010-20, we interpreted the summary of changes in the allowance for loan losses by
portfolio segment to be an activity based disclosure that was required for interim and annual reporting periods beginning on or after December 15, 2010. We have this data available and beginning with the Form 10-Q for the quarter ended
September 30, 2011, we will revise our disclosure to include the summary of changes in the allowance for loan losses by portfolio segment for the year ended December 31, 2010. See proposed revised disclosures of Note 6, “Loans,
Allowance for Loan Losses and Credit Quality,” including the disclosure for the year ended December 31, 2010 attached as Appendix C.

 Securities and Exchange Commission

 October 7, 2011

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7.
We note your disclosures on pages 16 and 65 that restructured loans may continue on accrual status based on facts and circumstances at the time of the restructuring.
Please tell us and revise your future filings to specifically discuss those facts and circumstances, and to quantify for each period presented, restructured loans that remained on accrual status at the time of restructuring. Differentiate these
loans, qualitatively and quantitatively, from nonaccrual loans that were restructured and subsequently returned to accrual status based on performance.

 As requested above, and in compliance with the new TDR reporting requirements (ASU 2011-02) which are effective for interim and annual periods beginning on or after June 15, 2011, we will revise our
disclosures related to restructured loans beginning with the Form 10-Q for the quarter ended September 30, 2011, as described below.

 Restructured loans may include loans remaining on nonaccrual, moving to nonaccrual, or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Generally,
restructured loans remain on nonaccrual until the customer has attained a sustained period of repayment performance under the modified loan terms (generally a minimum of six months). However, performance prior to the restructuring, or significant
events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to or maintained on accrual status at the time of the restructuring. If the borrower’s
ability to meet the revised payment schedule is not reasonably assured at the time of the restructuring, the loan remains on nonaccrual. Based on the above, the Corporation had $X million and $8 million of accruing loans that were restructured and
remained on accrual status at September 30, 2011 and December 31, 2010, respectively. In addition, the Corporation had $X million and $72 million of restructured loans which were restored to accrual status based on a sustained period of
repayment performance at September 30, 2011 and December 31, 2010, respectively.

 See proposed revised disclosures
attached as Appendix D.

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 borrowers 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 reporting credit quality statistics (e.g. performing or nonperforming, etc.).

 Beginning with the Form 10-Q for the quarter ended September 30, 2011, we will revise our disclosures to describe the borrowers’ obligations with respect to the charged off notes, as described
below.

 Beginning in 2010, the Corporation began utilizing a multiple note structure as a workout alternative for certain
commercial loans, whereby a troubled loan is restructured into two notes. The first note is reasonably assured of repayment and performance according to the prudently modified terms and is returned to accrual status based on a sustained period of
repayment performance under the modified terms (generally a minimum of six months). The portion of the troubled loan that is not reasonably assured of repayment is fully charged off; however, the borrower has not been released from any repayment
obligation related to these notes.

 See proposed revised disclosures attached as Appendix E.

9.
Please revise the table presenting loans by past due status in 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.

 Beginning with the Form 10-Q for the quarter ended September 30, 2011, we will revise our disclosure to conform to the illustration set forth in ASC 310-10-55-9. See proposed revised disclosures
attached as Appendix F.

 Note 12: Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities

Contingent Liabilities, page 31

10.
 We note you have recorded an accrual for certain matters related to a class action lawsuit filed on April 6, 2010. We also note however, that
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 disclosure indicating

 Securities and Exchange Commission

 October 7, 2011

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that losses may be higher than reserves currently 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 the 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 nature of the contingency and an estimate of the possible loss or range of possible 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 revise your disclosures beginning in your next quarter Form 10-Q to include all of the
disclosures required by paragraphs 3-5 of ASC 450-20-50.

 At June 30, 2011, we have recorded an accrual
in accordance with ASC 450-20-25 related to our publicly disclosed material litigation. We determined that such accrual is not material to Associated’s overall consolidated financial statements at June 30, 2011, and therefore, have
concluded that we are not required to disclose the amount of the accrual for our financial statements in our Form 10-Q not to be misleading. If in the future, we record an accrual for litigation-related contingent liabilities and disclosure of that
accrual is required for the consolidated financial statements not to be misleading, we will provide appropriate disclosure regarding that accrual.

 Beginning with the Form 10-Q for the quarter ended September 30, 2011, we will revise our disclosure of contingent liabilities to include all of the disclosures required by paragraphs 3-5 of ASC
450-20-50. See proposed revised disclosures attached as Appendix G.

 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

 Appendix A

 ITEM 3. LEGAL PROCEEDINGS

 A lawsuit was filed against the Corporation in