SecProbe.io

CORRESP
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 filename1.htm

 CORRESP

 Associated Banc-Corp
 433 Main Street Green Bay,
Wisconsin 54301 January 7, 2026 VIA
EDGAR Division of Corporation Finance Office of
Finance Securities and Exchange Commission 100 F Street,
N.E. Washington, D.C. 20549

 Re:
 Associated Banc-Corp
 Registration Statement on Form S-4
 File No. 333-292494
 Request for Effectiveness To whom it
may concern: Reference is made to the Registration Statement on Form S-4 (File
No. 333-292494) filed by Associated Banc-Corp (the “ Company ”) with the U.S. Securities and Exchange Commission (the “ SEC ”) on December 30, 2025, as amended on January 7, 2026 (the
“ Registration Statement ”). The Company hereby respectfully requests the Registration Statement be made effective at
4:00 p.m., Eastern Time, on January 9, 2026, or as soon as possible thereafter, in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended.
 Please contact Nicholas G. Demmo at (212) 403-1381 or NGDemmo@wlrk.com with any questions you may have
concerning this letter, or if you require any additional information. Please notify Mr. Demmo when this request for acceleration of effectiveness of the Registration Statement has been granted.
 Thank you for your assistance in this matter.
 [ Signature Page Follows ]

 Very truly yours,

 ASSOCIATED BANC-CORP

 By:

 /s/ Randall J. Erickson

 Name:

 Randall J. Erickson

 Title:

 Executive Vice President, General Counsel and Corporate Secretary

 cc:
 Nicholas G. Demmo, Wachtell, Lipton, Rosen & Katz

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 5, 2026

Andrew J. Harmening
Chief Executive Officer
Associated Banc-Corp
433 Main Street
Green Bay, WI 54301

 Re: Associated Banc-Corp
 Registration Statement on Form S-4
 Filed December 30, 2025
 File No. 333-292494
Dear Andrew J. Harmening:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Nick Demmo
</TEXT>
</DOCUMENT>

Mail Stop 4720       September 15, 2017

Via E -mail
Philip B. Flynn
President and Chief Executive Officer
Associated Banc -Corp
433 Main Street
Green Bay, Wisconsin 54301

Re: Associated Banc -Corp
 Form 10-K for the Fiscal Year Ended December 31, 2016
Filed February 6, 2017
File No. 001 -31343

Dear Mr. Flynn :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ David Irving

 David Irving
Senior Staff Accountant
Office of Financial Services

CORRESP
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filename1.htm

Associated Banc-Corp

433 Main Street

Green Bay, Wisconsin 54301

(920) 491-7500

September 13, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Mail Stop 4720

Attention:  David Gessert

Re:                                   Associated Banc-Corp

Registration Statement on Form S-4

File No. 333-220067

Request for Acceleration

Dear Mr. Gessert:

Reference is made to the Registration Statement on Form S-4 (File No. 333-220067) filed by Associated Banc-Corp (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”) on August 21, 2017, as amended by Amendment No. 1 thereto (the “Registration Statement”).

The Company hereby requests the Registration Statement be made effective at 12:00 p.m. New York City time on September 15, 2017, or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the U.S. Securities Exchange Act of 1933, as amended.

If the Staff has any questions or comments concerning this letter, or if you require any additional information, please feel free to contact Matthew M. Guest of Wachtell, Lipton, Rosen & Katz at (212) 403-1341 or MGuest@wlrk.com.

Very   truly yours,

ASSOCIATED   BANC-CORP

By:

/s/   Randall J. Erickson

Name:

Randall   J. Erickson

Title:

Executive   Vice President, General Counsel, Corporate Secretary & Chief Risk   Officer

cc:                                Matthew M. Guest, Wachtell, Lipton, Rosen & Katz

Michael W. Dosland, Bank Mutual Corporation

Kenneth V. Hallett, Quarles & Brady LLP

CORRESP
1
filename1.htm

		Document

433 Main Street

Green Bay, Wisconsin 54301

920-491-7007 PHONE

September 6, 2017

Mr. David Irving

United States Securities and Exchange Commission

Washington, D.C. 20549

Re:        Associated Banc-Corp

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 6, 2017

File No. 001-31343

Dear Mr. Irving:

Associated Banc-Corp (the “Corporation” or “Associated”) respectfully submits the following information to provide additional clarity to the changes included in the original response letter filed with the Securities and Exchange Commission (the “SEC” or “Commission”) on July 25, 2017 concerning the Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 Form 10-K”).  For reference purposes, the text of the Comment Letter has been reproduced below in bold followed by Associated’s clarification to the original response.  Proposed disclosures for future filings are included in the responses.

Form 10-K for the Fiscal Year Ended December 31, 2016

Item 8: Financial Statements and Supplementary Data, page 71

Note 4 (Indicated as Note 5 of the original SEC comment letter), Loans, page 97

1.

 We note on page 97 that you present impaired loans with and without a related allowance of $221.0 million and $134.1 million, respectively, and a related allowance of $46.5 million.  We also note on page 101, that you present loans individually evaluated for impairment and the related allowance of $214.4 million and $24.1 million, respectively.  Please explain this difference in your response, as well as any differences in the impaired loan disclosures in subsequent 10-Q’s, and revise future filings as necessary.

Clarification to the Original Response to Item #1:

The Corporation acknowledges the tables included in the original response letter over-disclosed the loans individually evaluated for impairment in accordance with ASC Topic 310 and the loans collectively evaluated for impairment in accordance with ASC Topic 450.  In accordance with ASC 310-10-35-13a, the Corporation evaluates smaller-balance homogeneous impaired loans collectively for impairment.  In future filings, the Corporation will revise the Allowance for Loan Losses and Impaired Loans tables to clearly reflect this distinction.  Presented below are the revised Allowance for Loan Losses and Impaired Loans Tables the Corporation proposes to include in future filings utilizing financial information as of December 31, 2016.

Allowance for Loan Losses Table, Page 101

A summary of the changes in the allowance for loan losses by portfolio segment for the year ended December 31, 2016, was as follows.

$ in Thousands

 Commercial
and
industrial

 Commercial
real estate
— owner
occupied

 Commercial
real
estate —
investor

 Real estate
construction

 Residential
mortgage

 Home
equity

 Other consumer

 Total

December 31, 2015

 $

 129,959

 $

 18,680

 $

 43,018

 $

 25,266

 $

 28,261

 $

 23,555

 $

 5,525

 $

 274,264

Charge offs

 (71,016

 )

 (512

 )

 (1,504

 )

 (558

 )

 (4,332

 )

 (4,686

 )

 (3,831

 )

 (86,439

 )

Recoveries

 14,543

 74

 1,624

 203

 755

 3,491

 820

 21,510

Net charge offs

 (56,473

 )

 (438

 )

 120

 (355

 )

 (3,577

 )

 (1,195

 )

 (3,011

 )

 (64,929

 )

Provision for loan losses

 66,640

 (4,208

 )

 2,147

 2,021

 2,362

 (1,996

 )

 2,034

 69,000

December 31, 2016

 $

 140,126

 $

 14,034

 $

 45,285

 $

 26,932

 $

 27,046

 $

 20,364

 $

 4,548

 $

 278,335

Allowance for loan losses:

Individually evaluated for impairment

 $

 21,047

 $

 23

 $

 3,410

 $

 84

 $

 6,438

 $

 3,943

 $

 109

 $

 35,054

Collectively evaluated for impairment

 119,079

 14,011

 41,875

 26,848

 20,608

 16,421

 4,439

 243,281

Total allowance for loan losses

 $

 140,126

 $

 14,034

 $

 45,285

 $

 26,932

 $

 27,046

 $

 20,364

 $

 4,548

 $

 278,335

Loans:

Individually evaluated for impairment

 $

 213,271

 $

 13,983

 $

 32,908

 $

 509

 $

 43,876

 $

 11,176

 $

 1,012

 $

 316,735

Collectively evaluated for impairment

 6,275,743

 883,741

 3,541,824

 1,431,988

 6,288,451

 923,267

 392,967

 19,737,981

Total loans

 $

 6,489,014

 $

 897,724

 $

 3,574,732

 $

 1,432,497

 $

 6,332,327

 $

 934,443

 $

 393,979

 $

 20,054,716

Impaired Loans Table, Page 97

The following table presents impaired loans individually evaluated under ASC Topic 310 at December 31, 2016.

 Recorded

Investment

 Unpaid

Principal

Balance

 Related

Allowance

 Average

Recorded

Investment

 Interest

Income

Recognized

 ($ in Thousands)

Loans with a related allowance

Commercial and industrial

 $

 99,786

 $

 105,175

 $

 21,047

 $

 104,808

 $

 2,345

Commercial real estate — owner occupied

 5,544

 5,568

 23

 5,840

 263

Commercial and business lending

 105,330

 110,743

 21,070

 110,648

 2,608

Commercial real estate — investor

 26,764

 27,031

 3,410

 30,665

 2,120

Real estate construction

 509

 648

 84

 529

 31

Commercial real estate lending

 27,273

 27,679

 3,494

 31,194

 2,151

Total commercial

 132,603

 138,422

 24,564

 141,842

 4,759

Residential mortgage

 37,902

 39,979

 6,438

 38,608

 1,551

Home equity

 11,070

 11,909

 3,943

 11,420

 627

Other consumer

 1,012

 1,023

 109

 1,021

 2

Total consumer

 49,984

 52,911

 10,490

 51,049

 2,180

Total loans

 $

 182,587

 $

 191,333

 $

 35,054

 $

 192,891

 $

 6,939

Loans with no related allowance

Commercial and industrial

 $

 113,485

 $

 134,863

 $

 —

 $

 117,980

 $

 1,519

Commercial real estate — owner occupied

 8,439

 9,266

 —

 8,759

 138

Commercial and business lending

 121,924

 144,129

 —

 126,739

 1,657

Commercial real estate — investor

 6,144

 6,478

 —

 7,092

 —

Real estate construction

 —

 —

 —

 —

 —

Commercial real estate lending

 6,144

 6,478

 —

 7,092

 —

Total commercial

 128,068

 150,607

 —

 133,831

 1,657

Residential mortgage

 5,974

 6,998

 —

 6,610

 184

Home equity

 106

 107

 —

 107

 4

Other consumer

 —

 —

 —

 —

 —

Total consumer

 6,080

 7,105

 —

 6,717

 188

Total loans

 $

 134,148

 $

 157,712

 $

 —

 $

 140,548

 $

 1,845

Total

Commercial and industrial

 $

 213,271

 $

 240,038

 $

 21,047

 $

 222,788

 $

 3,864

Commercial real estate — owner occupied

 13,983

 14,834

 23

 14,599

 401

Commercial and business lending

 227,254

 254,872

 21,070

 237,387

 4,265

Commercial real estate — investor

 32,908

 33,509

 3,410

 37,757

 2,120

Real estate construction

 509

 648

 84

 529

 31

Commercial real estate lending

 33,417

 34,157

 3,494

 38,286

 2,151

Total commercial

 260,671

 289,029

 24,564

 275,673

 6,416

Residential mortgage

 43,876

 46,977

 6,438

 45,218

 1,735

Home equity

 11,176

 12,016

 3,943

 11,527

 631

Other consumer

 1,012

 1,023

 109

 1,021

 2

Total consumer

 56,064

 60,016

 10,490

 57,766

 2,368

Total loans

 $

 316,735

 $

 349,045

 $

 35,054

 $

 333,439

 $

 8,784

Note 18, Fair Value Measurements, page 127

2.

 You noted provision for credit losses of $75.2 million from non-recurring changes in the fair value of impaired loans of $79.3 million in the table on page 131 disclosing details concerning assets and liabilities measured at fair value on a nonrecurring basis.  Please address the following:

•

 Revise future filings to enhance your description of the inputs used in the fair value measurement, including quantitative information about the significant unobservable inputs.  Refer to ASC 820-10-50-2.bbb; and

•

 Explain how the provision for credit losses of $75.2 million reconciles with the total provision for credit losses of $70.0 million included in the Consolidated Statements of Income.

Clarification to the Original Response to Item #2:

The provision for credit losses figure of $75.2 million on impaired loans included in the 2016 Form 10-K and the original response letter primarily relate to nonaccrual oil and gas loan relationships, as reflected in Table 8 on page 44 of  the 2016 Form 10-K. In future filings, the Corporation will expand the Fair Value Measurements Note to include additional information regarding the impaired loans included in the fair value disclosures.

On behalf of Associated, and as requested in your letter, the Corporation acknowledges 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 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 920-491-7007 if you have any questions or need further information.

Sincerely,

/s/ Christopher J. Del Moral-Niles

Christopher J. Del Moral-Niles

Chief Financial Officer

Associated Banc-Corp

/s/ Tammy C. Stadler

Tammy C. Stadler

Principal Accounting Officer

Associated Banc-Corp

Mail Stop 4720
August 30, 201 7

Randall J. Erickson, Esq.
Executive Vice President  and General Counsel
Associated Banc -Corp
433 Main Street
Green Bay, WI 54301

Re: Associated Banc -Corp
  Registration Statement on Form S-4
Filed  August 2 1, 2017
  File No.  333-220067

Dear Mr. Erickson :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact David Gessert at (202) 551 -2326 with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

CORRESP
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		Document

433 Main Street

Green Bay, Wisconsin 54301

920-491-7007 PHONE

July 25, 2017

Mr. David Irving

United States Securities and Exchange Commission

Washington, D.C. 20549

Re:        Associated Banc-Corp

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 6, 2017

File No. 001-31343

Dear Mr. Irving:

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 June 29, 2017 (the “Comment Letter”) related to the Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 Form 10-K”) 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 are included in the responses and italicized.

Form 10-K for the Fiscal Year Ended December 31, 2016

Item 8: Financial Statements and Supplementary Data, page 71

1

Note 4 (Indicated as Note 5 of the original SEC comment letter), Loans, page 97

1.

 We note on page 97 that you present impaired loans with and without a related allowance of $221.0 million and $134.1 million, respectively, and a related allowance of $46.5 million.  We also note on page 101, that you present loans individually evaluated for impairment and the related allowance of $214.4 million and $24.1 million, respectively.  Please explain this difference in your response, as well as any differences in the impaired loan disclosures in subsequent 10-Q’s, and revise future filings as necessary.

Response to Item #1:

The Corporation acknowledges the tables on pages 97 and 101 differ based on the information being shown. The table on page 97, the Impaired Loans Table, presents only impaired loans, which are defined on page 82 of the 2016 Form 10-K as commercial and consumer loan relationships that have nonaccrual status or have had their terms restructured in a troubled debt restructuring.  Impaired loans may include loans individually evaluated for impairment as well as homogeneous groups of loans collectively evaluated for impairment. In comparison, the table on page 101, the Allowance for Loan Losses Table, currently shows the allowance for loan losses and related loan balances for the total loan portfolio, which includes both impaired and non-impaired loans. Additionally, the Table on page 101, the Allowance for Loan Losses Table, does not segregate the allowance for loan losses and related loan balances of impaired loans collectively evaluated from the remaining loans collectively evaluated.

For future filings, the Corporation will expand the Allowance for Loan Losses Table to show additional detail regarding impaired loans collectively evaluated and non-impaired loans collectively evaluated, as well as add a row titled “Total Impaired Loans” to make the comparison between the Allowance for Loan Losses and Impaired Loans Tables more intuitive and easily reconcilable.

2

Shown below is the expanded Allowance for Loan Losses Table the Corporation proposes to use in future filings, as well as the Impaired Loans Table presented in the 2016 Form 10-K. The expanded Allowance for Loan Losses Table is intended to allow easy reconciliation between this table and the Impaired Loans Table. All figures shown are from or related to the  2016 Form 10-K.

Allowance for Loan Losses Table, Page 101

$ in Thousands

 Commercial

and

industrial

 Commercial

real estate

— owner

occupied

 Commercial

real

estate —

investor

 Real estate

construction

 Residential

mortgage

 Home

equity

 Other consumer

 Total

December 31, 2015

 $

 129,959

 $

 18,680

 $

 43,018

 $

 25,266

 $

 28,261

 $

 23,555

 $

 5,525

 $

 274,264

Charge offs

 (71,016

 )

 (512

 )

 (1,504

 )

 (558

 )

 (4,332

 )

 (4,686

 )

 (3,831

 )

 (86,439

 )

Recoveries

 14,543

 74

 1,624

 203

 755

 3,491

 820

 21,510

Net charge offs

 (56,473

 )

 (438

 )

 120

 (355

 )

 (3,577

 )

 (1,195

 )

 (3,011

 )

 (64,929

 )

Provision for loan losses

 66,640

 (4,208

 )

 2,147

 2,021

 2,362

 (1,996

 )

 2,034

 69,000

December 31, 2016

 $

 140,126

 $

 14,034

 $

 45,285

 $

 26,932

 $

 27,046

 $

 20,364

 $

 4,548

 $

 278,335

Allowance for loan losses:

Impaired loans:

Individually evaluated

 $

 20,836

 $

 —

 $

 3,117

 $

 —

 $

 147

 $

 3

 $

 —

 $

 24,103

Collectively evaluated

 781

 295

 424

 441

 10,944

 9,309

 186

 22,380

Total impaired loans

 21,617

 295

 3,541

 441

 11,091

 9,312

 186

 46,483

Non-impaired loans:

Collectively evaluated

 118,509

 13,739

 41,744

 26,491

 15,955

 11,052

 4,362

 231,852

Total

 $

 140,126

 $

 14,034

 $

 45,285

 $

 26,932

 $

 27,046

 $

 20,364

 $

 4,548

 $

 278,335

Period end loan balances:

Impaired loans:

Individually evaluated

 $

 180,965

 $

 8,439

 $

 17,322

 $

 —

 $

 7,033

 $

 650

 $

 —

 $

 214,409

Collectively evaluated

 34,290

 6,595

 16,018

 1,203

 61,303

 20,107

 1,235

 140,751

Total impaired loans

 215,255

 15,034

 33,340

 1,203

 68,336

 20,757

 1,235

 355,160

Non-impaired loans:

Collectively evaluated

 6,273,759

 882,690

 3,541,392

 1,431,294

 6,263,991

 913,686

 392,744

 19,699,556

Total

 $

 6,489,014

 $

 897,724

 $

 3,574,732

 $

 1,432,497

 $

 6,332,327

 $

 934,443

 $

 393,979

 $

 20,054,716

3

Impaired Loans Table, Page 97

 Recorded Investment

 Unpaid Principal Balance

 Related Allowance

 Average Recorded Investment

 Interest Income Recognized

 ($ in Thousands)

Loans with a related allowance

Commercial and industrial

 $

 101,770

 $

 107,813

 $

 21,617

 $

 111,211

 $

 2,512

Commercial real estate — owner occupied

 6,595

 8,641

 295

 7,111

 274

 Commercial and business lending

 108,365

 116,454

 21,912

 118,322

 2,786

Commercial real estate — investor

 27,196

 27,677

 3,541

 31,142

 2,124

Real estate construction

 1,203

 1,566

 441

 1,321

 67

 Commercial real estate lending

 28,399

 29,243

 3,982

 32,463

 2,191

  Total commercial

 136,764

 145,697

 25,894

 150,785

 4,977

Residential mortgage

 62,362

 67,090

 11,091

 63,825

 2,263

Home equity

 20,651

 22,805

 9,312

 21,825

 1,114

Other consumer

 1,235

 1,284

 186

 1,294

 29

  Total consumer

 84,248

 91,179

 20,589

 86,944

 3,406

   Total loans

 $

 221,012

 $

 236,876

 $

 46,483

 $

 237,729

 $

 8,383

Loans with no related allowance

Commercial and industrial

 $

 113,485

 $

 134,863

 $

 —

 $

 117,980

 $

 1,519

Commercial real estate — owner occupied

 8,439

 9,266

 —

 8,759

 138

 Commercial and business lending

 121,924

 144,129

 —

 126,739

 1,657

Commercial real estate — investor

 6,144

 6,478

 —

 7,092

 —

Real estate construction

 —

 —

 —

 —

 —

 Commercial real estate lending

 6,144

 6,478

 —

 7,092

 —

  Total commercial

 128,068

 150,607

 —

 133,831

 1,657

Residential mortgage

 5,974

 6,998

 —

 6,610

 184

Home equity

 106

 107

 —

 107

 4

Other consumer

 —

 —

 —

 —

 —

  Total consumer

 6,080

 7,105

 —

 6,717

 188

   Total loans

 $

 134,148

 $

 157,712

 $

 —

 $

 140,548

 $

 1,845

Total

Commercial and industrial

 $

 215,255

 $

 242,676

 $

 21,617

 $

 229,191

 $

 4,031

Commercial real estate — owner occupied

 15,034

 17,907

 295

 15,870

 412

 Commercial and business lending

 230,289

 260,583

 21,912

 245,061

 4,443

Commercial real estate — investor

 33,340

 34,155

 3,541

 38,234

 2,124

Real estate construction

 1,203

 1,566

 441

 1,321

 67

 Commercial real estate lending

 34,543

 35,721

 3,982

 39,555

 2,191

  Total commercial

 264,832

 296,304

 25,894

 284,616

 6,634

Residential mortgage

 68,336

 74,088

 11,091

 70,435

 2,447

Home equity

 20,757

 22,912

 9,312

 21,932

 1,118

Other consumer

 1,235

 1,284

 186

 1,294

 29

  Total consumer

 90,328

 98,284

 20,589

 93,661

 3,594

   Total impaired loans

 $

 355,160

 $

 394,588

 $

 46,483

 $

 378,277

 $

 10,228

4

Note 18, Fair Value Measurements, page 127

2.

 You noted provision for credit losses of $75.2 million from non-recurring changes in the fair value of impaired loans of $79.3 million in the table on page 131 disclosing details concerning assets and liabilities measured at fair value on a nonrecurring basis.  Please address the following:

•

 Revise future filings to enhance your description of the inputs used in the fair value measurement, including quantitative information about the significant unobservable inputs.  Refer to ASC 820-10-50-2.bbb; and

•

 Explain how the provision for credit losses of $75.2 million reconciles with the total provision for credit losses of $70.0 million included in the Consolidated Statements of Income.

Response to Item #2:

Although narratively disclosed on pages 130 and 131 of the 2016 Form 10-K, future filings will expand Note 18 to include a table which outlines the quantitative information regarding the significant unobservable inputs used for fair value measurements categorized in Level 3 of the fair value hierarchy. Shown is the table the Corporation proposes to include in future filings utilizing financial information as of our 2016 Form 10-K filing.

December 31, 2016

 Valuation Technique

 Significant Unobservable Input

 Weighted Average Input Applied

Mortgage servicing rights

 Discounted cash flow

 Constant prepayment rate

 11%

Mortgage servicing rights

 Discounted cash flow

 Discount rate

 10%

Impaired Loans

 Appraisals / Discounted cash flow

 Collateral / Discount factor

 20%

The Corporation acknowledges the $70.0 million and $75.2 million provision for credit losses differ based on the information presented. The provision for credit losses figure of $70.0 million shows the consolidated provision for credit losses, which includes impaired loans, non-impaired loans, and unfunded loan commitments, consistent with the Corporation’s policies described on pages 83 and 84 of the 2016 Form 10-K. The provision for credit losses figure of $75.2 million shows the income statement impact of the fair value change from period to period on only individually evaluated impaired loans. The $5.2 million difference is reflective of net recoveries, improvement in the credit quality, and changes in the total loan portfolio from period to period.

For future filings, the Corporation will revise the footnote to the table currently on page 131 of the 2016 Form 10-K to clearly state only individually evaluated impaired loans are included in the provision for credit losses amount included in the table.

On behalf of Associated, and as requested in your letter, the Corporation acknowledges 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 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.

5

We believe this letter is responsive to your comments. Please feel free to contact me at 920-491-7007 if you have any questions or need further information.

Sincerely,

/s/ Christopher J. Del Moral-Niles

Christopher J. Del Moral-Niles

Chief Financial Officer

Associated Banc-Corp

/s/ Tammy C. Stadler

Tammy C. Stadler

Principal Accounting Officer

Associated Banc-Corp

6

Mail Stop 4720       June 29, 2017

Via E -mail
Philip B. Flynn
President and Chief Executive Officer
Associated Banc -Corp
433 Main Street
Green Bay, Wisconsin 54301

Re: Associated Banc -Corp
 Form 10-K for the Fiscal Year Ended December 31, 2016
Filed February 6, 2017
File No. 001 -31343

Dear Mr. Flynn :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fis cal Year Ended December 31, 201 6

Item 8:  Financial Statements  and Supplementary Data, page 71

Note 5.  Loans, page 97

1. We note on page 97 that you present impaired loans with and without a related allowance
of $221.0 million and $134.1 million, respectively, and a related allowance of $46.5
million .  We also note on page 101, that you present loans individually evaluated for
impairment and the related allowance of $214.4 million and $24.1  million, respectively.
Pleas e explain this difference in your response,  as well as any differences in the impaired
loan disclosures in subsequent 10 -Q’s, and revise future filings as necessary.

Philip B. Flynn
 Associated Banc -Corp
 June 29, 2017
 Page 2

 Note 18.  Fair Value Measurements, page 127

2. You noted provision for credit losses of $75.2 million from non -recurring changes in the
fair value of impaired loans of $79.3 million  in the table on page 131 disclosing details
concerning assets and liabilities measured at fair value on a nonrecurring basis . Please
address the following:

 Revise future filings to enhance your description of the inputs used in the fair value
measurement, including quantitative information about the significant unobservable
inputs.  Refer to ASC 820 -10-50-2.bbb ; and
 Explain h ow the provision for credit losses of $75.2 million reconciles with the total
provision for credit losses of $70.0 million included in the Consolidated Statements
of Income .

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Michelle Miller at 202-551-3368  or me a t 202-551-3321  if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ David Irving

 David Irving
Senior Staff Accountant
Office of Financial Services

Mail Stop 4720
May 23, 2016

Christopher J. Del Moral -Niles
Chief Financial Officer
Associated Banc -Corp
433 Main Street
Green Bay, WI 54301

Re: Associated Banc -Corp
Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 5, 2016
File No. 001-31343

Dear Mr. Del Moral -Niles :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company 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 urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ H. Stephen Kim

H. Stephen Kim
Assistant Chief Accountant
Office of Financial Services

CORRESP
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filename1.htm

 433 Main Street

Green Bay, Wisconsin 54301

920-491-7007 PHONE

April 29, 2016

Mr. H. Stephen Kim

United States Securities and Exchange Commission

Washington, D.C. 20549

Re:

Associated Banc-Corp

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 5, 2016

File No. 001-31343

Dear Mr. Kim:

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 April 4, 2016 (the “Comment Letter”) related to the Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 2015 (the “2015 Form 10-K”) 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 are reproduced in the appendices utilizing strikeouts and underlying to indicate proposed revisions.

Form 10-K for the Fiscal Year Ended December 31, 2015

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Income Statement Analysis

Provision for Credit Losses, page 32, and Allowance for Credit Losses, page 37

1.

Please tell us and revise your MD&A in future filings to more comprehensively explain the reasons for changes in the amount of your provision for loan losses recorded during the period and the amount of the allowance for loan losses at period end when compared to observed changes in the credit quality of your loan portfolio.  Please be as specific and detailed as needed to provide an investor with a clear understanding of changes in risk in the loan portfolio and how these changes, as well as any other key drivers, impact each component of the allowance for loan losses established at period end.  Please consider the interpretive guidance in SEC Financial Release No. 72, Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations.  Please provide us a draft of your proposed disclosure that clearly identifies new or revised disclosure.

Response to Item #1:

For 2015, the key contributors to the increase in the allowance for credit losses and the related provision for credit losses were:

·

An increase in total loans outstanding

·

An increase in commercial and industrial potential problem loans (primarily due to the risk migration of oil and gas related credits from the decline in the underlying oil commodity prices)

·

An increase in commercial and business lending nonaccrual loans across various industries

·

An increase in net charge offs across various industries.

Please see Appendix A for specific details on the above utilizing our Form 10-K disclosures.  Beginning with the Form 10-Q for the quarter ended March 31, 2016, we will revise our MD&A to more comprehensively explain the reasons for the changes in the allowance for credit losses and the related provision for credit losses.

Segment Review

Segment Review 2015 Compared to 2014, page 55

2.

You disclosed that the Risk Management and Shared Services segment had net income of $12 million in 2015, down $49 million compared to $61 million in 2014.  We note that the decrease was due to a $57 million decrease in net interest income related to changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits to the Corporate and Commercial Specialty, and Community, Consumer, and Business segments.  Similarly, we note the disclosure under the title Segment Review 2014 Compared to 2013, on page 56, that the Risk Management and Shared Services segment had net income of $61 million in 2014, up $29 million compared to $31 million in 2013.  The increase was attributed to a $68 million increase in net interest income primarily arising from changes in the long-term funding rates utilized in the funds transfer pricing methodology for allocating interest credits as well. Please tell us and expand future filings to explain in detail how you determine the long-term funding rates and the reasons behind the swings in these rates over the related periods on each of your segments.

Response to Item #2:

Changes in the internal allocation of net interest income are fundamentally driven by changes in Funds Transfer Pricing (“FTP”) Rates (i.e., the rates used to allocate income to the providers and users of funds), Volumes (of loans, deposits, investments, etc.), product Mix, and product Methodologies. Between 2013 and 2015 these factors impacted the allocation of FTP credits for deposits between the Risk Management and Shared Services (RMSS) segment and the lines of business (i.e., Corporate and Commercial Specialty segment and Community, Consumer, and Business segment).

From 2013 to 2014, the Risk Management and Shared Services (RMSS) segment had a $68 million increase in allocated net interest income.  The key contributors to this increase were:

·

Rates: In 2013 and 2014 the long-term funding portion of the Rate for deposits was determined by averaging five years of historical rates and the five-year forward rates.  As interest rates declined to historically low levels, the FTP Rate for deposits declined.  This led to less net interest income being allocated to the lines of business and more being allocated to RMSS.

·

Volumes: The Corporation increased the Volume of fixed rate investment securities that reside in RMSS, and since the volume of customer deposits remained flat, the credit for funding this investment securities portfolio growth went to RMSS. This contributed approximately $16 million to the additional net interest income allocated to RMSS.

·

Methodologies: No material change.

For 2014, the $16 million volume impact and the continuing effects on deposit credits of the prolonged and historically low rate environment were the primary contributors to the increase in the allocated net interest income to the RMSS segment.

From 2014 to 2015, the RMSS segment had a $57 million decrease in allocated net interest income.  The key contributors to this decrease were:

·

Rates: No material change.

·

Volumes: The lines of business experienced significant growth in the Volume of customer deposits which resulted in approximately $22 million of additional net interest income allocated to the lines of business.

·

Methodologies: The Corporation adopted an enhanced FTP methodology for long-term funds in 2015. This methodology utilized new, more granular account level information which was previously not collected. This information, which incorporated the additional dimension of deposit vintage (i.e., the age of the account), was used to determine the funds credit for non-maturity deposits (i.e., noninterest-bearing demand, interest-bearing demand, savings, and money market deposits). This methodology enhancement resulted in approximately $30 million in FTP funding credits being allocated to the lines of business.

For 2015, the $22 million volume impact and the $30 million impact from the new methodology were the primary contributors to the $57 million decrease in the allocated net interest income to the RMSS segment.

Please see Appendix B for specific details on the above utilizing our Form 10-K disclosures. Beginning with the Form 10-Q for the quarter ended March 31, 2016, we will revise our Segment Review within MD&A to more comprehensively explain the long-term funding rates and the reasons for the fluctuations between the comparable periods and segments.

Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Income, page 63

3.

We note the noninterest income line item titled Total core fee-based revenue.  In future filings, please delete this non-GAAP measure from the face of the GAAP financial statements.

Response to Item #3:

Beginning with the Form 10-Q for the quarter ended March 31, 2016, we will revise our Consolidated Statements of Income to remove the line item titled Total core fee-based revenue.

4.

We note the noninterest income line item titled Asset gains, net which appears to include a gain on the sale of real estate.  Please revise future filings to present the net cost of operation of other real estate within noninterest expense as required by Rule 9-04 14 (d) of Regulation S-X.

Response to Item #4:

Beginning with the Form 10-Q for the quarter ended March 31, 2016, we will revise our Consolidated Statements of Income to include the net cost of operation of other real estate within noninterest expense.

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 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 920-491-7007 if you have any questions or need further information.

Sincerely,

/s/ Christopher J. Del Moral-Niles

Christopher J. Del Moral-Niles

Chief Financial Officer and Principal Accounting Officer

Associated Banc-Corp

Appendix A

Provision for Credit Losses, page 32, and Allowance for Credit Losses, page 37

(partial excerpt starting on page 39 with proposed disclosure revisions as noted)

At December 31, 2015, the allowance for credit losses was $299 million, compared to $291 million at December 31, 2014. At December 31, 2015, the allowance for loan losses to total loans was 1.47% and covered 154% of nonaccrual loans, compared to 1.51% and 150%, respectively, at December 31, 2014. Management believes the level of allowance for loan losses to be appropriate at December 31, 2015 and December 31, 2014.

Key contributors to the increase in the allowance for credit losses and the related provision for credit losses were:

·

Total loans increased $1.1 billion (6%) during 2015, including a $144 million (2%) increase in commercial and business lending, a $331 million (8%) increase in commercial real estate lending, and a $646 million (10%) increase in total consumer.  See section “Loans” for additional information on the changes in the loan portfolio and see section “Credit Risk” for additional discussion about credit risk management for each loan type.

·

Potential problem loans increased $111 million, primarily due to the risk migration of oil and gas related credits within the commercial and industrial portfolio from the decline in the underlying oil commodity prices.  See Table 12 for additional information on the changes in potential problem loans.

·

Total nonaccrual loans were relatively unchanged between the comparable December periods; however, commercial and business lending nonaccrual loans increased $24 million while commercial real estate lending and consumer nonaccrual loans decreased $18 million and $5 million, respectively.  The $24 million increase in the commercial and business lending nonaccrual loans was largely attributable to the deterioration of a few commercial credit relationships across various industries.  See also Note 4, “Loans,” of the notes to consolidated financial statements and section “Nonaccrual Loans, Potential Problem Loans, and Other Real Estate Owned” for additional disclosures on the changes in nonaccrual loans.

·

Net charge offs increased $15 million from 2014, and was comprised of an $8 million increase in loans charged off and a $7 million reduction in loan recoveries.  The increase in net charge offs was mainly due to a few larger commercial and industrial loans across various industries.  See Table 10 for additional information regarding the activity in the allowance for loan losses.

·

The allowance for loan losses attributable to Oil and Gas related credits (included within the commercial and industrial allowance for loan losses allocation) increased from $17 million at December 31, 2014 to $42 million at December 31, 2015, and was largely attributable to the risk migration in the oil and gas related credits referenced above.  See also Note 4, “Loans,” of the notes to consolidated financial statements and Table 11 for additional information on the changes in the allocation of the allowance for loan losses.

Appendix B

Segment Review 2015 Compared to 2014 and Segment Review 2014 Compared to 2013, pages 55-56 and Note 21, Segment Reporting, pages 119-122 (partial excerpts with proposed disclosure revisions as noted)

Segment Review

As discussed in Note 21, “Segment Reporting,” of the notes to consolidated financial statements, the Corporation’s reportable segments have been determined based upon its internal profitability reporting system, which is organized by strategic business unit. Certain strategic business units have been combined for segment information reporting purposes where the nature of the products and services, the type of customer, and the distribution of those products and services are similar. The reportable segments are Corporate and Commercial Specialty; Community, Consumer and Business; and Risk Management and Shared Services.

The financial information of the Corporation’s segments was compiled utilizing the accounting policies described in Note 1, “Summary of Significant Accounting Policies,” and Note 21, “Segment Reporting,” of the notes to consolidated financial statements. The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to U.S. generally accepted accounting principles. As a result, reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in previously reported segment financial data. During 2015, certain organizational and methodology changes were made and, accordingly, 2014 and 2013 results have been restated and presented on a comparable basis, except as noted in Note 21, “Segment Reporting,” of the notes to consolidated financial statements for the enhanced FTP methodology implemented during 2015.

FTP is an important tool for managing the Corporation’s balance sheet structure and measuring risk-adjusted profitability. By appropriately allocating the cost of funding and contingent liquidity to business units, the FTP process improves product pricing which influences the volume and terms of new business and helps to optimize the risk / reward profile of the balance sheet. This process helps align the Corporation’s funding and contingent liquidity risk with its risk appetite and complements broader liquidity and interest rate risk management programs. FTP methodologies are designed to promote more resilient, sustainable business models and centralize the management of funding and contingent liquidity risks.   Through FTP, the Corporation transfers these risks to a central management function that can take advantage of natural off-sets, centralized hedging activities, and a broader view of these risks across business units.

Segment Review 2015 Compared to 2014

The Corporate and Commercial Specialty segment consists of lending and deposit solutions to larger businesses, developers, not-for-profits, municipalities, and financial institutions, and the support to deliver, fund and manage such banking solutions. The Corporate and Commercial Specialty segment had net income of $114 million in 2015, up $13 million compared to $101 million in 2014, primarily due to changes in the long-term funding rates utilized in the funds transfer pricing methodo

CORRESP
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 330 East Kilbourn Avenue

 Suite 200

 Milwaukee, WI 53202

 414-278-1048

Associated Banc-Corp

April 5, 2016

Via EDGAR

Mr. H. Stephen Kim

Assistant Chief Accountant

Office of Financial Services

U.S. Securities and Exchange Commission

Washington, DC 20549

RE: Associated Banc-Corp

Form 10-K for Fiscal Period Ended December 31, 2015

Filed February 5, 2016

File No. 001-31343

Dear Mr. Kim:

We are in the receipt of the comment letter dated April 4, 2016 (the “Comment Letter”) regarding the above-referenced Form 10-K.  This letter will confirm my telephone conversation this morning with Ms. Chris Harley extending the time for Associated Banc-Corp (“Associated”) to respond to the Comment Letter until May 2, 2016.  Associated requested the additional time in order to prepare the response and to review the response with its Audit Committee and independent auditors.

Thank you for your consideration of this matter, and please contact the undersigned if you have any questions.

Very truly yours,

/s/ Randall J. Erickson

Randall J. Erickson

Executive Vice President, General Counsel and

  Corporate Secretary

cc:  Ms. Chris Harley

Mail Stop 4720
April 4, 2016

Christopher J. Del Moral -Niles
Chief Financial Officer
Associated Banc -Corp
433 Main Street
Green Bay, WI  54301

Re: Associated Banc -Corp
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 5, 2016
File No. 001 -31343

Dear Mr. Del Moral -Niles :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circums tances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

Item 7. Management’s Discussion and Analysis of Financial  Condition and Results of
Operations

Income Statement Analysis

Provision for Credit Losses, page 32

Allowance for Credit Losses, page 37

1. Please tell us and revise your MD&A in future filings to more comprehensively explain
the reasons for changes in t he amount of your provision for loan losses recorded during
the period and the amount of the allowance for loan losses at period end when compared
to observed changes in the credit quality of your loan portfolio.  Please be as specific and
detailed as need ed to provide an investor with a clear understanding of changes in risk in

Christopher J. Del Moral -Niles
Associated Banc -Corp
April 4, 2016
Page 2

 the loan portfolio and how these changes, as well as any other key drivers, impact each
component of the allowance for loan losses established at period end.  Please consider the
interpretive guidance in SEC Financial Release No. 72, Commission Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of
Operations. Please provide us a draft of your proposed disclosure that clearly identifies
new or r evised disclosure.

Segment Review

Segment Review 2015 Compared to 2014, pages 55

2. You disclosed that the Risk Management and Shared Services segment had net income of
$12 million in 2015, down $49 million compared to $61 million in 2014. We note that the
decrease was due to a $57 million decrease in net interest income related to change s in
the long -term funding rates utilized in the funds transfer pricing methodology for
allocating interest credits to the Corporate and Commercial Specialty, and Community,
Consumer, and Business segments. Similarly, we note the disclosure under the title
Segment Review 2014 Compared to 2013, on page 56, that the Risk Management and
Shared Services segment had net income of $61 million in 2014, up $29 million
compared to $31 million in 2013. The increase was attributed to a $68 million increase in
net inte rest income primarily arising from changes in the long -term funding rates utilized
in the funds transfer pricing methodology for allocating interest credits as well. Please tell
us and expand future filings to explain in detail the how you determine the lo ng-term
funding rates and the reasons behind the swings in these rates over the related periods on
each of your segments.

Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Income, page 63

3. We note the noninterest income lin e item titled Total core fee -based revenue. In future
filings, please delete this non -GAAP measure from the face of the GAAP financial
statements.

4. We note the noninterest income line item titled Asset gains, net which appears to include
a gain on the sale  of real estate.  Please revise future filings to present the net cost of
operation of other real estate within noninterest expense as required by Rule 9 -04 14 (d)
of Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy o f the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Christopher J. Del Moral -Niles
Associated Banc -Corp
April 4, 2016
Page 3

 in possession of all facts relating to a comp any’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

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

You may contact Chris Harley  at (202) 551 -3695 or me  at (202) 551 -3291  if you have
questions regarding any comments .

Sincerely,

 /s/ H. Stephen Kim

H. Stephen Kim
Assistant Chief Accountant
Office of Financial Services

May 5, 2015

Via Email
Christopher J. Del Moral -Niles
Chief Financial Officer
Associated Banc -Corp
433 Main Street
Green Bay, Wisconsin  54301

Re: Associated Banc -Corp
 Form 10 -K for Fiscal Year Ended December 31 , 2014
Filed February 5, 2015
File No. 00 1-31343

Dear Mr. Del Moral -Niles :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company 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 urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Marc Thomas

Marc Thoma s
Review Accountant

CORRESP
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CORRESP

 433 Main Street

 Green Bay, Wisconsin 54301

920-491-7007 PHONE

 March 31, 2015

Mr. Marc Thomas

 United States Securities and Exchange
Commission

 Washington, D.C. 20549

Re:
Associated Banc-Corp

Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 5, 2015

File No. 001-31343

 Dear Mr. Thomas:

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 March 19, 2015 (the “Comment Letter”) related to the Corporation’s annual report on Form 10-K for the year ended December 31, 2014 (the “2014 Form
10-K”) 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 is also reproduced utilizing strikeouts and underlying to
indicate proposed revisions.

 Form 10-K for the Fiscal Year Ended December 31, 2014

Notes to Consolidated Financial Statements

Note 1 Summary of Significant Accounting Policies

Troubled Debt Restructurings (“Restructured Loans”), page 81

1.
We note your disclosure on page 81 that, in subsequent years, troubled debt restructurings may cease to be classified as impaired. The guidance in ASC 310-40-35 indicates that a loan restructured in a troubled debt
restructuring is an impaired loan and therefore credit impairment should be measured using the guidance in ASC 310-10. This guidance is applicable to all loans restructured in a troubled debt restructuring, even if you no longer classify the loan as
a TDR. Please address how your accounting policy is in accordance with the accounting guidance as noted above.

 We are
currently accounting for our restructured loans in accordance with ASC 310-10, whereby all restructured loans (both nonaccrual and performing) are evaluated for impairment for each reporting period. To date, we have not had any performing

restructured loans modified at a market rate which would allow the loan to be removed from our quarterly restructured loans disclosures. Beginning with the Form 10-Q for the quarter ending
March 31, 2015, we will revise our disclosures to clarify our accounting for impaired loans. See proposed revised disclosures attached as Appendix A.

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 920-491-7007 if you have any questions or need further information.

 Sincerely,

 /s/ Christopher J. Del Moral-Niles

Christopher J. Del Moral-Niles

 Chief Financial Officer and
Principal Accounting Officer

 Associated Banc-Corp

 Appendix A

Note 1 Summary of Significant Accounting Policies, Troubled Debt Restructurings (partial excerpt with proposed disclosure revisions as noted)

 Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. The concessions
granted generally involve the modification of terms of the loan, such as changes in payment schedule or interest rate, which generally would not otherwise be considered. Restructured loans can involve loans remaining on nonaccrual, moving to
nonaccrual, or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Nonaccrual restructured loans are included and treated with all other nonaccrual loans. In addition, all accruing restructured loans
are reported as troubled debt restructurings which are considered and accounted for as impaired loans. 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. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan remains on nonaccrual status.

All restructured loans are disclosed as restructured loans considered impaired in the calendar year of restructuring. In subsequent
years, a restructured loan may cease being disclosed classified as a restructured loan impaired if the loan was modified at a market rate and has performed according to the modified terms for at least
six months. A loan that has been modified at a below market rate will return to performing status if it satisfies the six month performance requirement; however, it will remain classified as a restructured loan. See Note 3 for additional information
on restructured loans.

March 19, 2015

Via Email
Christopher J. Del Moral -Niles
Chief Financial Officer
Associated Banc -Corp
433 Main Street
Green Bay, Wisconsin  54301

Re: Associated Banc -Corp
 Form 10 -K for Fis cal Year Ended December 31 , 2014
Filed February 5, 2015
File No. 00 1-31343

Dear Mr. Del Moral -Niles :

We have reviewed your filing an d have the following comment .  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   Where we have specifically requested a dra ft of your proposed disclosures in future
filings, please ensure that it clearly identifies new, revised or deleted disclosures, as appropriate.
If you do not believe our comment  applies  to your facts and circumstances or do not believe an
amendment is ap propriate, please tell us why in your response.

After reviewing any amendment to your filing and the informati on you provide in
response to th is comment , we may have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2014

Notes to Consolidated Financial Statements
Note 1 Summary of Significant Accounting Policies
Troubled Debt Restructurings (“Restructured Loans”), page 81

1. We note your disclosure on page 81 that, in subsequent years, troubled debt restructurings
may cease to be cla ssified as impaired.  The guidance in ASC 310 -40-35 indicates that a loan
restructured in a troubled debt restructuring is an impaired loan and therefore credit
impairment should be measured using the guidance in ASC 310 -10.  This guidance is
applicable to  all loans restructured in a troubled debt restructuring, even if you no longer
classify the loan as a TDR.  Please address how your accounting policy is in accordance with
the accounting guidance as noted above.

Christopher J. Del Moral -Niles
Associated Banc -Corp
March 19 , 2015
Page 2

In responding to our comment , please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

 the company 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.

You may contact David Irving  at (202) 551 -3321 or me at  (202) 55 1-3452  if you any
other questions.

Sincerely,

 /s/ Marc Thomas

Marc Thomas
Review Accountant

April 30, 2013

Via E-mail
Philip B. Flynn
President and Chief Executive Officer
Associated Banc -Corp
1200 Hanson Road
Green  Bay, WI 54304

Re: Associated Banc -Corp
Form 10-K for Fiscal Year
Ended December 31, 2012
Filed February 15, 2013
  File No. 001-31343

Dear Mr. Flynn :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company 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 urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John P. Nolan

John P. Nolan
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

SEC Correspondence

 April 9, 2013

 By Edgar

 Mr. John P. Nolan

 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, 2012 (Filed February 15, 2013)

 File No. 001-31343

Dear Mr. Nolan:

 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 March 26, 2013 (the “Comment
Letter”) related to our filings on Form 10-K for the year ended December 31, 2012 (“Form 10-K”) 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, 2012

 General

1.
Noting the various discussions throughout the Form 10-K regarding your repurchase or reimbursement obligations for loans sold in the secondary market, please tell us
and revise future filings to disclose your total exposure to sold loans subject to repurchase or reimbursement. Quantify the amount of loans put back to you for repurchase or reimbursement in each period presented, discuss how they were resolved
(i.e., through repurchase, reimbursement or some other method) and provide a roll-forward of the related reserve.

 Beginning with the Form 10-Q for the quarter ending March 31, 2013, we will revise our Commitments, Off-Balance Sheet Arrangements and Contingent Liabilities footnote to include the total exposure to
sold loans subject to repurchase or reimbursement. We will also quantify the loans put back for repurchase or reimbursement by period, including how these loans were resolved, and provide a roll-forward of the related reserve.

See proposed revised disclosures attached as Appendix A.

 Loans, page 44

2.
Please tell us and revise future filings to disclose the long-term proportions of the referenced loan lines to the overall portfolio. Discuss how they have changed
between periods and the factors that contributed to those changes.

 Beginning with the Form 10-Q for the
quarter ending March 31, 2013, we will revise our Management’s Discussion and Analysis disclosures to provide the long-term targeted guidelines of the referenced loan portfolios in relation to the overall loan portfolio. The targeted
long-term guidelines were unchanged during 2011 and 2012, and are expected to remain relatively unchanged going forward. Should these targeted long-term guidelines change in the future; we will disclose the details of the changes and the factors
that contributed to those changes.

 See proposed revised disclosures attached as Appendix B.

 Securities and Exchange Commission

 April 9, 2013

  Page
 2

3.
Noting the diverse range of industries in which commercial and business loans are in, please tell us and revise future filings to specifically identify any
concentrations in those industries. Consider the usefulness of identifying the industries and the related percentages of your commercial and business loans that each constitutes.

Beginning with the Form 10-Q for the quarter ending March 31, 2013, we will revise our Management’s Discussion and Analysis
disclosures to specifically identify industry group holdings in excess of 5% of total loans within the commercial and business loan portfolio.

 See proposed revised disclosures attached as Appendix B.

4.
Please tell us and revise future filings to provide an expanded discussion of how you monitor credit risk on home equity loans and lines of credit, particularly
where you do not own the first lien, and quantify the percentage of these loans for which you do not own the underlying first mortgage.

 Beginning with the Form 10-Q for the quarter ending March 31, 2013, we will expand our Management’s Discussion and Analysis disclosures to include a discussion of how we monitor credit risk on
home equity loans and lines of credit, with consideration and quantification for loans and lines where we do not own the first lien position.

 See proposed revised disclosures attached as Appendix B.

5.
Please tell us and revise future filings to disclose whether your home equity loans and lines of credit are amortizing or balloon loans. Provide disclosures as to
when these loans begin to amortize or balloon. A tabular format by vintage may be helpful.

 Beginning with
the Form 10-Q for the quarter ending March 31, 2013, we will revise our Management’s Discussion and Analysis disclosures to identify amortizing versus balloon home equity loans and interest-only revolving lines of credit, including
discussion and quantification of when our interest-only lines begin to require principal payments.

 See proposed revised
disclosures attached as Appendix B.

 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 920-491-7103 if
you have any questions or need further information.

 Sincerely,

 /s/ Philip B. Flynn

 President and Chief Executive Officer

Associated Banc-Corp

 Appendix A

 NOTE 13 COMMITMENTS, OFF-BALANCE SHEET ARRANGEMENTS, AND CONTINGENT LIABILITIES (partial excerpt with proposed disclosure revisions as noted)

Residential mortgage loans sold to others are predominantly conventional residential first lien mortgages originated under our usual underwriting
procedures, and are most often sold on a nonrecourse basis, primarily to the government-sponsored enterprises (“GSEs”). The Corporation’s agreements to sell residential mortgage loans in the normal course of business usually require
certain representations and warranties on the underlying loans sold, related to credit information, loan documentation, collateral, and insurability, which if subsequently are untrue or breached, could require the Corporation to repurchase
certain loans affected. Subsequent to being sold, if a material underwriting deficiency or documentation defect is discovered, the Corporation may be obligated to repurchase the loan or reimburse the GSE’s for losses incurred
(collectively, “make whole requests”). The make whole requests and any related risk of loss under the representations and warranties is largely driven by borrower performance. Prior to 2012, the Corporation has seen only a
limited number of repurchase and loss reimbursement claims; however, similar to other banks, this activity has steadily increased during 2012, particularly during the second half of 2012. Therefore, management established a repurchase reserve in the
fourth quarter of 2012 of $3 million for potential claims relating to loans previously sold. As a result of make whole requests, the Corporation has repurchased loans with principal balances of $3.1 million, $1.5 million and $3.2 million
and paid loss reimbursement claims of $3.8 million, $1.4 million and $1.5 million during 2012, 2011 and 2010, respectively. Make whole requests and claims had been relatively modest prior to 2012; however, similar to other banks, this activity
steadily increased during 2012, particularly during the fourth quarter, and therefore, management established a repurchase reserve in the fourth quarter of 2012 of $3.3 million for potential claims on loans previously sold. Make whole requests
during 2012 generally arose from loans sold during the period January 1, 2006 to December 31, 2012, which totaled $15.2 billion at the time of sale, and consisted primarily of loans sold to GSE’s. As of December 31, 2012,
approximately $6.9 billion of these sold loans remain outstanding. Management will continue to monitor this activity in 2013 and its impact on the reserve. The following summarizes the changes in the mortgage repurchase reserve.

For the Year Ended
December 31, 2012

 Balance at beginning of year

$
 —

 Repurchase provision expense

7,109

 Charge offs

(3,809
)

 Balance at end of year

$
3,300

 The Corporation may also sell residential mortgage loans with limited recourse (limited in that the recourse period ends
prior to the loan’s maturity, usually after certain time and / or loan paydown criteria have been met), whereby repurchase could be required if the loan had defined delinquency issues during the limited recourse periods. At December 31,
2012, and December 31, 2011, there were approximately $79 million and $56 million, respectively, of residential mortgage loans sold with such recourse risk. There have been minimal instances of repurchase for recourse under the limited recourse
criteria.

 A-1

 Appendix B

 Loans (partial excerpt with proposed disclosure revisions as noted)

 Total loans were $15.4
billion at December 31, 2012, an increase of $1.4 billion or 10% from December 31, 2011. Commercial loans were $9.3 billion, up $1.3 billion (17%) to represent 61% of total loans at the end of 2012, compared to 57% at year-end 2011.
Retail loans were $2.7 billion, down $376 million (12%) and represented 17% of total loans compared to 22% at December 31, 2011, while residential mortgage loans increased $426 million (14%) to represent 22% of total loans at
December 31, 2012 and 21% at December 31, 2011.

 The Corporation has long-term guidelines relative to the proportion of Retail,
Commercial and Industrial, and Commercial Real Estate loans within the overall loan portfolio, with each targeted to represent 30-40% of the overall loan portfolio. The targeted long-term guidelines were unchanged during 2011 and 2012.
Furthermore, certain sub-asset classes within the respective portfolios were further defined and dollar limitations were placed on these sub-portfolios. These guidelines and limits have subsequently been, and are will
continue to be reviewed quarterly and approved annually by the Enterprise Risk Committee of the Corporation’s Board of Directors. These guidelines and limits are designed to create balance and diversification within the loan
portfolios.

 The commercial and business lending portfolio, which consists of commercial and business loans and owner occupied commercial real
estate loans, was $5.8 billion at the end of 2012, up $916 million (19%) since year-end 2011, and comprised 38% of total loans outstanding at year-end 2012 compared to 35% at year-end 2011. The commercial and business lending classification
primarily includes commercial loans to middle market companies and small businesses. Loans of this type are in a diverse range of industries. At December 31, 2012, the largest industry groups within the commercial and
business loan category included the manufacturing sector and the finance and insurance sector (approximately 70% of which is attributable to mortgage warehouse lending), which represented 7% and 5%, respectively, of total loans and 20% and 12%,
respectively, of the total commercial and business loan portfolio. The remaining portfolio is spread over a diverse range of industries, none of which exceed 5% of total loans. The credit risk related to commercial loans is largely influenced by
general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any. Within the commercial and business lending category, commercial and industrial loans were $4.5 billion, an
increase of $777 million (21%) from December 31, 2011, and represented 29% of total loans, compared to 27% for the prior year-end. Commercial real estate owner occupied totaled $1.2 billion at December 31, 2012, up $133 million
(12%) from December 31, 2011, and comprised 8% of total loans, unchanged from 8% of total loans for year-end 2011. The Corporation formed the Specialized Financial Services Group during the second half of 2010 to capitalize on
opportunities in several targeted industry segments within its existing portfolios (e.g., insurance, mortgage warehouse, public funds, healthcare, financial institutions) and to expand into several new industry segments (power, oil and gas). During
2012, mortgage warehouse loans increased $167 million to $508 million of loans outstanding, while the newer industry segments combined (power, oil and gas) increased $308 million to $604 million of loans outstanding.

The commercial real estate lending portfolio, which consists of investor commercial real estate and construction loans, totaled $3.6 billion at
December 31, 2012, up $414 million (13%) from December 31, 2011, and comprised 23% of total loans, compared to 22% of total loans at year-end 2011. During 2012, the Corporation committed resources to grow this business, including
investments to expand into new markets (Cincinnati, Indianapolis, and Detroit). Within the commercial real estate lending portfolio, commercial real estate lending to investors totaled $2.9 billion at December 31, 2012, up $343 million
(13%) from December 31, 2011, and comprised 19% of total loans, compared to 18% of total loans at year-end 2011. Commercial real estate primarily includes commercial-based loans to investors that are secured by commercial income properties
or multifamily projects. Commercial real estate loans are typically intermediate to long-term financings. Loans of this type are mainly secured by commercial income properties or multifamily projects. Credit risk is managed in a similar manner to
commercial and industrial loans and real estate construction by employing sound underwriting guidelines, lending primarily to borrowers in local markets and businesses, periodically evaluating the underlying collateral, and formally reviewing the
borrower’s financial soundness and relationship on an ongoing basis. Real estate construction loans were up $71 million (12%) to $655 million, representing 4% of the total loan portfolio at the end of both 2012 and 2011. Loans in this
classification are primarily short-term or interim loans that provide financing for the acquisition or development of commercial income properties, multifamily projects or residential development, both single family and condominium. Real estate
construction loans are made to developers and project managers who are generally well known to the Corporation, and have prior successful project experience. The credit risk associated with real estate construction loans is generally confined to
specific geographic areas but is also influenced by general economic conditions. The Corporation controls the credit risk on these types of loans by making loans in familiar markets to developers, underwriting the loans to meet the requirements of
institutional investors in the secondary market, reviewing the merits of individual projects, controlling loan structure, and monitoring project progress and construction advances.

 The Corporation’s current lending standards for commercial real estate and real estate construction lending are determined by property type and specifically address many criteria, including: maximum
loan amounts, maximum LTV, requirements for pre-leasing and / or

 B-1

presales, minimum borrower equity, and maximum loan to cost. Currently, the maximum standard for LTV is 80%, with lower limits established for certain higher risk types, such as raw land which
has a 50% LTV maximum. The Corporation’s LTV guidelines are in compliance with regulatory supervisory limits. In most cases, for real estate c

March 26, 2013

Via E-mail
Philip B. Flynn
President and Chief Executive Officer
Associated Banc -Corp
1200 Hanson Road
Green  Bay, WI 54304

Re: Associated Banc -Corp
Form 10-K for
Fiscal Year Ended December 31, 2012
Filed February 15, 2013
  File No. 001-34343

Dear Mr. Flynn :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2012

General

1. Noting the various discussions throughout the Form 10 -K regarding your repurchase or
reimbursement obligations for loans sold in the secondary market, please tell us and
revise future  filings to disclose your total exposure to sold loans subject to repurchase or
reimbursement.  Quantify the amount of loans put back to you for repurchase or
reimbursement in each period presented , discuss how they were resolved (i.e., through
repurchase,  reimbursement or some other method) and provide a roll -forward of the
related reserve.

Philip B. Flynn
Associated Banc -Corp
March 26, 2013
Page 2

Loans, page 44

2. Please tell us and revise future filings to disclose the long -term proportions of the
referenced loan lines to the overall portfolio.  Discuss how th ey have changed between
periods and the factors that contributed to those changes.

3. Noting the diverse range of industries in which commercial and business loans are in,
please tell us and revise future filings to specifically identify any concentrations i n those
industries.  Consider the usefulness of identifying the industries and the related
percentages of your commercial and business loans that each constitutes.

4. Please tell us and revise future filings to provide an expanded discussion of how you
monit or credit risk on home equity loans and lines of credit, particularly where you do
not own the first lien , and quantify the percentage of these loans for which you do not
own the underlying first mortgage.

5. Please tell us and revise future filings to dis close whether your home equity loans and
lines of credit are amortizing or balloon loans.  Provide disclosures as to when these loans
begin to amortize or balloon.  A tabular format by vintage may be helpful.

             We urge all person s who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its managem ent are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

            In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

 the company 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.

Philip B. Flynn
Associated Banc -Corp
March 26, 2013
Page 3

You may contact Paul Cline  at (202)551 -3851  or me at (202)551 -3492  if you have
questions regarding our comments ..

Sincerely,

                                                                                                /s/ John P. Nolan

John P. Nolan
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

CORRESP

 March 6, 2012

 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

           Proxy Statement on Schedule 14A

          Filed February 27, 2012

           File No. 001-31343

 Dear
Mr. Windsor:

 The response of Associated Banc-Corp (“Associated”) to the comments in the Securities and Exchange
Commission (the “Commission”) comment letter dated March 2, 2012 (the “Comment Letter”) related to Associated’s Preliminary Proxy Statement on Schedule 14A follows. For reference purposes, each Staff comment has been
set forth below in bold followed by Associated’s response.

 Proposal 2: Approval of Amendment to Amended and Restated Articles of
Incorporation Regarding Preferred Stock, page 48

1.
Please include the financial and other information required by Item 13 of Schedule 14A and referenced by Item 12 of Schedule 14A. Alternatively, provide a
legal analysis of why you have omitted the Item 13 information.

 Item 12 of Schedule 14A is not
applicable because there is no modification of a class of securities or issuance of securities in exchange for outstanding securities of Associated. Thus, the financial and other information set forth in Item 13 of Schedule 14A is not required
to be included in Associated’s Definitive Proxy Statement on Schedule 14A.

 Proposal 2 relates to the approval by
Associated’s common shareholders of an amendment to Associated’s Amended and Restated Articles of Incorporation, as amended (the “Current Articles”), to permit Associated to issue preferred stock without certain mandatory
provisions, including cumulative dividends. The Articles of Amendment to Associated’s Amended and Restated Articles of Incorporation (the “Series B Preferred Stock Designations”), filed with the Wisconsin Department of Financial
Institutions on September 13, 2011, setting forth the terms of Associated’s 8.00% Perpetual Preferred Stock, Series B, with a liquidation preference of $1,000 per share (the “Series B Preferred Stock”) issued in September 2011,
provide that dividends on the Series B Preferred Stock will automatically become non-cumulative upon the effective date of the proposed Articles of Amendment to the Current Articles (the “Proposed Amendment”) described in Proposal 2.

 Mr. Christian Windsor

 Securities and Exchange Commission

 March 6, 2012

Page 2

2.
Explain to the staff in your response letter whether the shareholders of the outstanding Series B Preferred Stock have voting rights on the change and how this
change is permissible under relevant state law.

 Series B Preferred Stock shareholders do not have voting
rights on the Proposed Amendment. The holders of Series B Preferred Stock have limited voting rights. Under Wisconsin corporate law and pursuant to the Series B Preferred Stock Designations, the holders of Series B Preferred Stock are entitled to
vote on an amendment, alteration or repeal of a provision of Associated’s Articles of Incorporation that “materially and adversely affect any right, preference, privilege or voting power of the Series B Preferred Stock or the holders
thereof....” Because the non-cumulative dividend is already a term of the Series B Preferred Stock, as set forth in the Series B Preferred Stock Designations, the Proposed Amendment does not materially and adversely affect any right,
preference, privilege or voting power of the Series B Preferred Stock or the holders thereof. Therefore, Series B Preferred Stock shareholders do not have voting rights on the Proposed Amendment under Wisconsin corporate law.

Attached hereto as Appendix A is proposed revised disclosure to be included in Proposal 2 of Associated’s Definitive Proxy
Statement on Schedule 14A, which expands existing disclosure to describe that, as contemplated by the Series B Preferred Stock Designations, dividends on the Series B Preferred Stock will automatically become non-cumulative immediately upon the
effective date of the Proposed Amendment and that holders of depositary shares will have no right to vote on the Proposed Amendment.

3.
Please indicate if the possibility of changing the rights of the Series B preferred shares was communicated to the purchasers at the time of sale in September 2011.

 The terms of the Series B Preferred Stock before and after the effective date of the Proposed Amendment
were set forth prominently in the final prospectus supplement for the public offering of the Series B Preferred Stock depositary shares, filed September 9, 2011 (the “Prospectus Supplement”), to the prospectus, dated December 17,
2008, filed by Associated with the Commission as part of Associated’s Registration Statement on Form S-3 (Registration No. 333-156251), filed on December 17, 2008. Relevant excerpts from the Prospectus Supplement are set forth on
Appendix B attached hereto.

 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 the filing;

 Mr. Christian Windsor

 Securities and Exchange Commission

 March 6, 2012

Page 3

•

 staff comments or changes to disclosure in response to staff comments 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
(414) 283-2582 if you have any questions or need further information.

 Sincerely,

/s/ Kristi A. Hayek

 Senior Vice President,

 Acting General Counsel

 &
Corporate Secretary

 Associated Banc-Corp

 cc:   Jessica Livingston, United States Securities and Exchange Commission (via email)

        Joseph B. Selner, Chief Financial Officer, Associated Banc-Corp

        Robert J. Wild, Esq., Katten Muchin Rosenman LLP

 Appendix A

Proposed Revised Disclosure to be Included in

 Proposal 2 – Approval of Amendment to

 Amended and
Restated Articles of Incorporation Regarding Preferred Stock

 Set forth below is proposed revised disclosure to be included in
Proposal 2 of Associated Banc-Corp’s Definitive Proxy Statement on Schedule 14A.

 On September 14, 2011, Associated
issued 2,600,000 depositary shares, each representing a 1/40th interest in a share of Series B Preferred Stock in an underwritten public offering. The terms of the Series B Preferred Stock are set forth in the Articles of Amendment to
Associated’s Amended and Restated Articles of Incorporation. The prospectus supplement for the offering of the Series B Preferred Stock depositary shares (the “Prospectus Supplement”) disclosed that dividends on the Series B Preferred
Stock initially would be cumulative because the Current Articles require that preferred stock dividends be cumulative, and that, as contemplated by the terms of the Series B Preferred Stock, dividends on the Series B Preferred Stock will
automatically become non-cumulative immediately upon the effective date of an amendment to the Current Articles permitting the issuance of preferred stock which pays non-cumulative dividends. The Prospectus Supplement further disclosed that
Associated’s board of directors had approved the Charter Amendment, and that the Charter Amendment was expected to become effective in April 2012 following common shareholder approval and the filing of the Charter Amendment with the Wisconsin
Department of Financial Institutions. Finally, the Prospectus Supplement disclosed that holders of depositary shares will have no right to vote on the Charter Amendment because the terms of the Series B Preferred Stock are not being amended, altered
or repealed by the Charter Amendment so as to materially and adversely affect any right, preference, privilege or voting power of the Series B Preferred Stock or the holders thereof.

* * *

 A-1

 Appendix B

Relevant Excerpts Regarding Terms of

 Series B Preferred Stock of Associated Banc-Corp

 Set forth below
are excerpts from the final prospectus supplement, dated September 7, 2011 (the “Prospectus Supplement”), to the prospectus, dated December 17, 2008, filed by Associated Banc-Corp (“Associated”) with the Securities and
Exchange Commission on September 9, 2011, as part of Associated’s Registration Statement on Form S-3 (Registration No. 333-156251), filed on December 17, 2008, describing the terms of the depositary shares, each representing a
1/40th interest in a share of Associated’s 8.00% Perpetual Preferred Stock, Series B, with a liquidation preference of $1,000 per share (the “Series B Preferred Stock”).

These excerpts describe the terms of the Series B Preferred Stock which provide that dividends on the Series B Preferred Stock will
automatically become non-cumulative immediately upon the effective date of an amendment to Associated’s Amended and Restated Articles of Incorporation permitting the issuance of preferred stock which pays non-cumulative dividends and the fact
that holders of depositary shares will have no right to vote on such amendment.

 Prospectus Supplement – Cover Page

 Dividends on the Series B Preferred Stock initially will be cumulative, because our current articles of
incorporation require that preferred stock dividends be cumulative. However, dividends on the Series B Preferred Stock will automatically become non-cumulative immediately upon the effective date of an amendment to our articles of
incorporation permitting the issuance of preferred stock which pays non-cumulative dividends. Our board of directors has approved such an amendment, and it is expected to become effective in April 2012 following common shareholder approval and our
filing of the amendment with the Department of Financial Institutions of the State of Wisconsin. After the non-cumulative dividend period begins, we will have no obligation to pay any dividends that were undeclared and unpaid during the cumulative
dividend period. Accordingly, in deciding whether or not to invest in the depositary shares, you should assume that dividends will be non-cumulative. (emphasis added)

Following the effective date of that amendment, in the event dividends are not declared on the Series B Preferred Stock for payment
on any dividend payment date, those dividends will not be cumulative and will not accrue or be payable, and if we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends for
that dividend period, whether or not dividends on the Series B Preferred Stock are declared for any future dividend period.

Prospectus Supplement – Summary (pages S-3 – S-4)

 Dividends on the Series B Preferred Stock initially will be cumulative, because Associated Banc-Corp’s current articles of incorporation require that preferred stock dividends

 B-1

be cumulative. However, dividends on the Series B Preferred Stock will automatically become non-cumulative immediately upon the effective date of an amendment to Associated
Banc-Corp’s articles of incorporation permitting the issuance of preferred stock which pays non-cumulative dividends. Associated Banc-Corp’s board of directors has approved such an amendment, proposed it for submission to common
shareholders at our next annual meeting of shareholders scheduled for April 24, 2012 and recommended that they approve it. The amendment will become effective, and dividends will become non-cumulative, following common shareholder approval and
our filing of the amendment with the Department of Financial Institutions of the State of Wisconsin. We intend to hold a shareholder vote on this amendment at our 2012 annual meeting of shareholders, and, if not approved at that meeting, at
subsequent annual or special meetings until approval is obtained. (emphasis added) In this prospectus supplement, we refer to the period prior to the effective date of this amendment as the “Cumulative Dividend Period” and
we refer to the period commencing upon the effective date of this amendment as the “Non-Cumulative Dividend Period.” In deciding whether or not to invest in the depositary shares, you should assume that dividends will be
non-cumulative.

 The change from cumulative to non-cumulative dividends is a term of the Series B Preferred
Stock and occurs automatically upon effectiveness of the appropriate amendment to the articles of incorporation. Holders of depositary shares or Series B Preferred Stock will have no right to vote on this amendment to the articles of incorporation
or on the change from cumulative to non-cumulative dividends. (emphasis added)

 Prospectus Supplement – Risk Factors (page
S-12)

 Upon effectiveness of the amendment of our articles of incorporation, dividends on the Series B Preferred
Stock underlying the depositary shares will be discretionary and non-cumulative, and we will have no obligation to pay dividends that were undeclared and unpaid during the initial Cumulative Dividend Period.

Dividends on the Series B Preferred Stock will automatically become non-cumulative immediately upon the effective date of an
amendment to our articles of incorporation permitting the issuance of preferred stock which pays non-cumulative dividends. Our board of directors has approved such an amendment, proposed it for submission to our common shareholders at our next
annual meeting of shareholders scheduled for April 24, 2012 and recommended that they approve it. The amendment will become effective, and dividends will become non-cumulative, following common shareholder approval and our filing of the
amendment with the Department of Financial Institutions of the State of Wisconsin. We intend to hold a shareholder vote on this amendment at our 2012 annual meeting of shareholders and, if not approved at that meeting, at subsequent annual or
special meetings until approval is obtained. After the Non-Cumulative Dividend Period begins on the date the amendment to our articles of incorporation is effective, we will have no obligation to pay any dividends that were undeclared and unpaid
during the Cumulative Dividend Period. Accordingly, in deciding whether or not to invest in the depositary shares, you should assume that dividends will be non-cumulative. (emphasis added)

 B-2

 The change from cumulative to non-cumulative dividends is a term of the Series
B Preferred Stock and occurs automatically upon effectiveness of the amendment to our articles of incorporation. Holders of depositary shares or Series B Preferred Stock will have no right to vote on this amendment to our articles of incorporation
or on the change from cumulative to non-cumulative dividends. (emphasis added)

Consequently, subsequent to effectiveness of the amendment, if our board of directors does not authorize and declare a
dividend for any dividend period, holders of depositary shares would not be entitled to receive any such dividend, and any such undeclared and unpaid dividend will not accrue or be payable. We will have no obligation to pay dividends for a dividend
period after the dividend payment date for that period if our board of directors has not declared such dividend before the related dividend payment date, whether or not dividends are declared for any subsequent dividend period with respect to the
Series B Preferred Stock or any other preferred stock we may issue. (emphasis added)

 Prospectus Supplement –
Description of Series B Preferred Stock (page S-20)

 Cumulative and Non-Cumulative Dividend Periods

Dividends on the Shares offered hereby initially will be cumulative, because our amended and restated articles of incorporation currently
require that preferred stock dividends be cumulative. However, dividends on the Shares will, pursuant to the terms of the Shares, automatically become non-cumula

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

March 2, 2012

Via E-mail
Joseph B. Selner Chief Financial Officer Associated Banc-Corp 1200 Hansen Road Green Bay, Wisconsin 54304
 Re: Associated Banc-Corp
  Proxy Statement on Schedule 14A   Filed February 27, 2012   File No.  001-31343

 Dear Mr.Selner:

We have limited our review of your proxy statem ent to those issues we have addressed in
our comments.    In some of our comments, we  may ask you to provide us with information so
we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pleas e tell us why in your response.
 After reviewing your revised preliminary in formation statement and the information you
provide in response to these comments, we may have additional comments.

Proposal 2: Approval of Amendment to Amende d and Restated Articles of Incorporation
Regarding Preferred Stock, page 48

1. Please include the financial and other information required by Item 13 of
Schedule 14A and referenced by Item 12 of  Schedule 14A. Alternatively, provide
a legal analysis of why you have omitted the Item 13 information.
2. Explain to the staff in your response le tter whether the shareholders of the
outstanding Series B Prefe rred Stock have voting rights on the change and how
this change is permissibl e under relevant state law.

Joseph B. Selner
Associated Banc-Corp
March 2, 2012
Page 2

 3. Please indicate if the possibi lity of changing the rights of the Series B preferred
shares was communicated to the purchasers  at the time of sale in September 2011.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

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

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 Please contact Jessica Livingston at 202- 551-3448 or me at 202-551-3419 with any
questions.
Sincerely,
        /s/ Christian Windsor         Christian Windsor        S p e c i a l  C o u n s e l

November 4, 2011
 Via E-mail

Joseph B. Selner Chief Financial Officer Associated Banc-Corp 1200 Hansen Road Green Bay, Wisconsin 54304
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. Selner:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
   /s/ Christian Windsor
Christian Windsor Special Counsel
 cc.  Via E-mail

 Mr. Brian Bodager  General Counsel  Associated Banc-Corp

CORRESP
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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

  Page
 2

 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

  Page
 3

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

  Page
 4

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

September 23, 2011
 Via E-mail

Joseph B. Selner Chief Financial Officer Associated Banc-Corp 1200 Hansen Road Green Bay, Wisconsin 54304
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. Selner:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have asked for revisi ons, please include a draft of your proposed
disclosures that clearly identifie s new or revised disclosures.  If you do not believe our comments
apply to your facts and circumstances or do not be lieve an amendment is appropriate, please tell
us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            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 fi lings, the name of the lawsuit referenced in
the first sentence and please identity the partie s to the lawsuit.  Please also describe in
more detail the pending Multi District Litigation.
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

Joseph B. Selner Associated Banc-Corp September 23, 2011 Page 2

 us, with a view toward revised disclosure, a de termination as to the existence of any such
proceedings.  Refer to Item 103 of Regulation S-K.
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 stat ement.  Please file an amendment to your
10-K that includes, or incorpor ates by reference, this requi red disclosure, or advise the
staff how you concluded that the information in this section is  adequate to incorporate all
the required information.
4. We note that you appear to have incorporat ed 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.
Part III.  Incorporated from Definitive Pr oxy 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 re lated to Associated.  Please refer to
Instruction 4(c) (ii) to Item 404(a) of Regul ation S-K.  Confirm th at you will provide the
correct representation in future filings.
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 incl ude 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 your future filings to include this information
for the year ended December 31, 2010.
7. We note your disclosures on pages 16 and 65 that restructured loans may continue on
accrual status based on facts a nd circumstances at the time of  the restructuring.  Please
tell us and revise your future filings to spec ifically discuss those f acts and circumstances,
and to quantify for each period presented, restructured loans that remained on accrual status at the time of restru cturing.  Differentiate thes e loans, qualitatively and

Joseph B. Selner Associated Banc-Corp September 23, 2011 Page 3

 quantitatively, from nonaccrual loans that were restructured and subsequently returned to
accrual status based on performance.
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 borrowe rs 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 reporti ng credit quality statistic s (e.g. performing or
nonperforming, etc.).
9. Please revise the table presenting loans by pa st due status in your 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.
Note 12: Commitments, Off-Balance Sheet A rrangements, and Contingent Liabilities

 Contingent Liabilities, page 31

10. We note you have recorded an accrual for certa in matters related to a class action lawsuit
filed on April 6, 2010.  We also note however, th at 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 disc losure indicating that
losses may be higher than reserves current ly 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 th e 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 na ture of the contingency and an estimate of
the possible loss or range of po ssible 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 revi se your disclosures beginning in  your next quarter Form 10-
Q to include all of disclosures requi red by paragraphs 3-5 of ASC 450-20-50.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Joseph B. Selner Associated Banc-Corp September 23, 2011 Page 4

  In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

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

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 You may contact Paul Clin e at (202) 551-3851 or Hugh We st at (202) 551-3872 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Erin Purnell at (202)  551-3454 or me at (202) 551-341 9 with any other questions.

Sincerely,
   /s/ Christian Windsor
Christian Windsor Special Counsel
 cc.  Via E-mail

 Brian Bodager
 General Counsel
 Associated Banc-Corp

CORRESP
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corresp

June 16, 2010

By Edgar

Mr. David Lyon

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, 2009

File No. 1-31343

Dear Mr. Lyon:

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 June 7, 2010
(the “Comment Letter”) related to our filing on Form 10-K for the fiscal year ended December 31,
2009 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, 2009

Form 10-K cover page

    1.

    Your current 1934 Act file number for use on the cover is 1-31343. Please delete your
former file number – 0-5519. Entering the former file number in the EDGAR database does
not retrieve your current filings.

    Beginning with the Form 10-Q for the quarter ending June 30, 2010, we will revise our cover
page to reflect the current file number of 1-31343.

Management’s Discussion and Analysis . . .

Overview

    2.

    We note your disclosure in the partial paragraph at the top of page 30 about the
significant, rapid decay of your loan portfolio, especially commercial real estate. Please
provide to us and undertake to include in your future filings, revision of this section to
comply with Item 303(a) and Release No. 33-8350 by identifying and analyzing known trends,
events, demands, commitments and uncertainties that are reasonably likely to have a
material effect on your capital resources and results of operations including, but not
limited to, analysis of the following:

    •

    trends over the past three years in commercial real estate prices,
commercial real estate sales, commercial building permits, and, commercial
vacancy rates in your market areas;

    •

    trends over the past three years in home price index, residential real
estate sales and single family and multi-family building permits in your
market areas; and

    •

    trends over the past three years in the unemployment rate in your market
area and in median household income in your market areas.

In assessing the strength of the economic operating environment, management monitors and
considers the trends of various economic and credit related performance indicators in our
markets that are relevant to the banking industry, including the following:

    •

    Commercial real estate indicators – quarterly commercial real estate value
trends are monitored using property valuation index data from the National Council
of Real Estate Investment Fiduciaries (NCREIF), commercial real estate sales
statistics from Real Capital Analytics (RCA), changes in market capitalization
rates from the Korpacz Real Estate Investor Survey, and rental rates and vacancy
statistics from the CoStar Group.

    •

    Residential real estate indicators – quarterly residential real estate value
trends are monitored using home price index changes for the North West Central
Region from the FHFA US House Price Index, private dwelling authorized building
permits for Wisconsin, Minnesota and Illinois, existing and new home sales activity
for Wisconsin, Minnesota and Illinois.

    •

    General business indicators – quarterly unemployment rates and household income
levels for Wisconsin, Minnesota and Illinois are monitored.

In future filings, the Corporation will expand its discussion and analysis of known trends,
events, demands, commitments and uncertainties related to our assessment of the economic
operating environment to include relevant and insightful information and analysis regarding
known material trends that are reasonably likely to have a material effect on our capital
resources or results of operations. Using the Corporation’s 2009 Form 10-K as an example,
the Corporation proposes to incorporate disclosures substantially similar to the attached
Appendix A within the Overview section of Management’s Discussion and Analysis.

Schedule 14A

Related Party Transactions, page 40

    3.

    Please confirm to us that the loans to management “were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time for
comparable loans with persons not related to the lender”, or amend to provide the
disclosure about such loans. In future filings, please track the relevant language
provided in Instruction 4c to Item 404 of Regulation S-K.

    We confirm that the loans to management were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable loans with
persons not related to the Corporation. Beginning with the Schedule 14A (Proxy Statement)
for the year ending December 31, 2010, we will revise our disclosures to confirm that the
loans to management “were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable loans with persons not related to
the lender”. See proposed revised disclosures of the “Related Party Transactions” section
based on our Schedule 14A for the year ended December 31, 2009 attached as Appendix B.

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

Overview (partial excerpt with proposed disclosure revisions as underlined)

The Corporation is a bank holding company headquartered in Wisconsin, providing a diversified range
of banking and nonbanking financial services to individuals and businesses primarily in its
three-state footprint (Wisconsin, Illinois and Minnesota). The Corporation, principally through its
wholly owned banking subsidiary, provides a wide range of services, including business and consumer
loan and depository services, as well as other traditional banking services. Through its
nonbanking subsidiaries, the Corporation’s wealth business provides a variety of products and
services to supplement the banking business including insurance, brokerage, and trust/asset
management.

The Corporation’s primary sources of revenue, through its banking subsidiary, are net interest
income (predominantly from loans and deposits, and also from investment securities and other
funding sources), and noninterest income, particularly fees and other revenue from financial
services provided to customers or ancillary services tied to loans and deposits. Business volumes
and pricing drive revenue potential, and tend to be influenced by overall economic factors,
including market interest rates, business spending, consumer confidence, economic growth, and
competitive conditions within the marketplace.

The Corporation experienced challenges during 2009 as the deteriorating economic and credit
environments negatively affected the Corporation’s performance. In late 2008, the Corporation
undertook an initiative to enhance the credit management process. The implementation during 2009
of improved processes identified during the initiative was led by executive officers and senior
level colleagues. In support of this credit management initiative, the Corporation significantly
increased staffing within its credit administration function and the Board of Directors increased
its involvement in the credit oversight process, including the formation of a Risk and Credit
Committee during the second quarter of 2009. Further, a new President and Chief Executive Officer
started on December 1, 2009. Also, early in 2010, the Corporation raised net proceeds of
approximately $478 million by issuing 44 million shares of common stock.

Since mid-2007, the banking industry and the securities markets were materially and adversely
affected by significant declines in the value of nearly all asset classes and by a lack of
liquidity. In addition, the U.S. economy has been in a recession. The global markets have been
characterized by substantially increased volatility. The Corporation’s financial performance
generally, and in particular the ability of borrowers to pay interest on and repay principal of
outstanding loans and the value of collateral securing those loans, is highly dependent on the
economy in our markets. The current market conditions continue to present unique asset quality
issues for the banking industry (including the ongoing effects of weak economic conditions; lower
commercial and residential real estate values; and diminished consumer confidence) and for the
Corporation (including elevated net charge offs and higher nonperforming loan levels compared to
the Corporation’s longer-term historical experience). The weakness in the economy and in
particular the commercial real estate markets has been evidenced by an approximately 20% decline in
average commercial real estate values in the Midwest since the beginning of 2007. Although values
in the Midwest increased during 2007 (up 9-10%), they began to decline in 2008 (down 9-10%)
primarily in the fourth quarter of 2008, and continued to decline in 2009 (down 18-20%). During
the first quarter of 2008, vacancy rates for office and retail properties began to increase, up
20-25% by year end 2009, causing commercial real estate buyers to increase their required rates of
return (i.e., capitalization rates) due to the higher cash flow risk, putting downward pressure on
commercial real estate values. The value declines in late 2008 and throughout 2009 led to a
significant decrease in sales of commercial real estate properties, which on a national level
totaled just over $500 billion in 2007, declining to approximately $150 billion in 2008 and to
approximately $50 billion in 2009, indicating the high level of illiquidity that developed during
this period. Residential real estate markets have also been weak across the Midwest as average
property values have declined approximately 3% in Wisconsin, 8-9% in Illinois and over 10% in
Minnesota since the beginning of 2007, with over half of that decline coming during 2008. Sales of
new and existing homes in 2008 and 2009 were 20-30% below 2007 sales levels, and new building
permits declined by 40% in 2008 as compared to 2007, and by 60% in 2009 as compared to 2007.
Finally, as a measure of overall weakness across the Midwestern economy, unemployment rates have
increased significantly in each of our footprint states (Wisconsin up 77% to 8.5%, Minnesota up 64%
to 7.4% and Illinois up 144% to 11.0%) since the beginning of 2007. In a depressed real estate
market, such as currently exists as evidenced by the trends noted above, the value of the
collateral securing the loans has become one of the most important factors in determining the
appropriate amount of allowance for estimated loan losses to record at the balance sheet date.

During 2009, management of the Corporation was intensively focused on the erosion of the credit
environment and the corresponding deterioration in its credit quality metrics related to the
economic trends discussed above. In the fourth quarter of 2008, the Corporation’s efforts to
improve its processes to gather and track credit administration metrics began to produce additional
management information, which has continued to be enhanced throughout 2009. In addition, process
improvements were implemented around credit evaluations, documentation, enhanced appraisal
processes and credit monitoring. The improved credit processes, combined with enhanced credit
information, have been incorporated into the methodologies management uses for determining the
appropriateness of the allowance for loan losses. During the first and second quarters of 2009, we
utilized these process improvements to perform more thorough evaluations of our entire loan
portfolio for appropriate risk grading based on performance of the borrower or project. During
this time we received updated revenue information, cash flow statements and year-end financial
statements from our customers. This information allowed us to solidify our judgment of
collectability of specific loans. During our review of credits we determined that collateral
values were generally declining at an unprecedented rate. This information caused us to increase
the frequency of requesting appraisals on performing loans which we believed were at risk of a
change in status. During the fourth quarter of 2009, these appraisals were received and reviewed
providing further evidence of the rapid collateral value erosion. This pervasive evidence,
combined with an MOU with the OCC, provided the catalysts that led the Corporation to perform a
deeper review of all larger collateral dependent loans, resulting in an increase in impairment,
reserves and charge offs during the fourth quarter of 2009. More specifically, this activity
resulted in additional loans being added to the nonperforming category during the fourth quarter of
2009 based on concerns of collectability. In addition to the work performed by credit management,
an independent internal review was performed and the Corporation retained a third party valuation
advisor to assist us in validating our collateral valuation estimates. In addition to the
collateral value declines in commercial real estate and real estate construction, the Corporation
experienced higher loss content on many commercial and industrial loans during 2009. The three
largest commercial and industrial charge offs during 2009 totaled $52 million and represented 90%
of the related outstanding loan balances. These loans were either enterprise value-based or
related to the housing industry. In this economic environment, we are experiencing erosion of
collateral supporting our commercial and industrial loans. These activities led to our conclusion
that an increase in the allowance for loan losses was appropriate and resulted in the provision for
loan losses for each quarter exceeding the net charge offs for the quarter. The reserve build in a
particular quarter was based on specific facts received during that quarter. In the fourth quarter
of 2009, the stabilization anticipated based on the third quarter early delinquency credit metrics
did not materialize, as further collateral declines were greater than expected, customer financial
performance was worse than expected, the job market and business activity declined and customer
behavior turned more negative in our markets. A record level of provision for loan losses and
charge offs resulted for 2009. Management expects 2010 provision for loan losses and charge off
amounts will be elevated compared to historical levels.

Net loss available to common equity for 2009 was $161 million (compared to net income available to
common equity of $165 million for 2008), diluted loss per common share were $1.26 (versus diluted
earnings per common share of $1.29 for 2008), net interest income was $726 million on a margin of
3.52% (compared to $696 million on a margin of 3.65% for 2008), and the provision for loan losses
was $751

June 16, 2010        Joseph B. Selner Chief Financial Officer Associated Banc-Corp 1200 Hansen Road Green Bay, Wisconsin  54304

Re: Associated Banc-Corp        Form 10-K for December 31, 2009        File Number 1-31343
Dear Mr. Selner:

We have completed our review of the above  referenced filing and related materials
and have no further comment.
 Please direct any questions to David Lyon at 202-551-3421, or to me
at 202-551-4656.

Sincerely,

Michael Clampitt Senior Attorney

Mail Stop 4720

July 1, 2009
 Mr. Joseph B. Selner
Chief Financial Officer Associated Banc-Corp
1200 Hansen Road Green Bay, Wisconsin 54304
Re: Associated Banc-Corp
Form 10-K for Fiscal Year Ended December 31, 2008 Filed February 26, 2009
 File No. 001-31343
 Dear Mr. Selner:   We have completed our review of your Form 10-K for Fiscal Year Ended
December 31, 2008 and have no furt her comments at this time.

        S i n c e r e l y ,
           Kevin W. Vaughn         B r a n c h  C h i e f

Mail Stop 4561
May 12, 2009

By U.S. Mail and facsimile to (920) 491-7144.

Mr. Joseph B. Selner
Chief Financial Officer Associated Banc-Corp
1200 Hansen Road Green Bay, Wisconsin 54304
Re: Associated Banc-Corp
Form 10-K for Fiscal Year Ended December 31, 2008 Filed February 26, 2009
 File No. 001-31343
 Dear Mr. Selner:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in future filings in response to these comments and provide us with your proposed re visions.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.  In  some of our comments, we
may ask you to provide us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Accounting Comments

Selected Financial Data, page 24

1. We note that your efficiency ratio exclude s investment securities gains, net and
asset sale gains, net.   Please tell us a nd 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 primar y banking regulator’s guidance, it would

Mr. Joseph B. Selner
Associated Banc-Corp
May 12, 2009
Page 2
appear to be a non-GAAP measure under Item 10(e) of Regulation S-K.  Accordingly, please revise your future fili ngs to include a reconciliation of this
measure to the closest GAAP ratio or the ratio based on your primary banking
regulator’s definition, and pr ovide all of the disclosures required by Item 10(e) of
Regulation S-K.
 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 consolid ated financial statements.”
Please revise, here and throughout your filing, to state that the level of the allowance for loan losses is “appropriate”, if true.

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 valu es 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.
 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 a ssets.  Additionally,
please disclose what your actual rate of return on plan assets has been for both
2008 and 2007.
 Fair Value of Financial Instruments, page 122

 5. In your disclosure here, you state that for available-for-sale secu rities, you utilize
bid quotations received from securities  dealers when the bid prices are not
available or published in news papers.  Please tell us a nd 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 d ealers in the fair value hierarchy.

Mr. Joseph B. Selner
Associated Banc-Corp
May 12, 2009
Page 3
 b. Please disclose whether the bid quotations  received from securities dealers
are binding or non-binding, and quan tify the portion of the securities
portfolio that is valued using this methodology.  If you receive non-binding bids, please tell us w hy 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 pe rform on the bid quotations received
from securities dealers.  For example, please discuss systems controls you have in place, your procedures to  control ou tlying prices and other
exceptions and the procedures you perform to analyze relative values based on specific characteristics of securities. Furthermore, please expand
disclosures regarding the valuat ion methodologies and assumptions
utilized by dealers along w ith any testing of signi ficant assumptions that
you may perform.

* * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.   Please furnish a cover letter that keys your response to
our comments, indicates your inte nt to include the requested revisions in future filings,
includes your proposed disclosure revisions  and provides any requested supplemental
information.  Please file your response on E DGAR.  Please understand that we may have
additional comments after reviewin g your responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Mr. Joseph B. Selner
Associated Banc-Corp
May 12, 2009
Page 4
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 Any questions regarding the accounting co mments may be directed to Rebekah
Moore at (202) 551-3303 or  me at (202) 551-3494.

        S i n c e r e l y ,             Kevin W. Vaughn         B r a n c h  C h i e f

CORRESP
1
filename1.htm

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

Mail Stop 4561
        April 10, 2007

Mr. Paul S. Beideman
Chairman and Chief Executive Officer
Associated Banc-Corp
1200 Hansen Road
Green Bay, Wisconsin  54304

Re: Associated Banc-Corp
 Form 10-K for Fiscal Year Ended December 31, 2006

Dear Mr. Beideman:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Paul Cline
Senior Accountant

CORRESP
1
filename1.htm

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

Mail Stop 4561
        March 21, 2007

Mr. Paul S. Beideman
Chairman and Chief Executive Officer
Associated Banc-Corp
1200 Hansen Road
Green Bay, Wisconsin  54304

Re: Associated Banc-Corp
 Form 10-K for Fiscal Year Ended December 31, 2006

Dear Mr. Beideman:

We have reviewed the above referenced filings and have the following comment.
We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other portions of your documents.  In our comment,
we ask you to provide us with information so  we may better understand your disclosure.
After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

Note 10 – Stockholders’ Equity, page 89

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

* * *

Mr. Paul S. Beideman
Associated Banc-Corp
March 21, 2007 Page 2

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comment and provides the requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comment.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

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

‚ the company 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.

 You may contact Matthew Komar, Staff Accountant, at (202) 551-3781 or me at
(202) 551-3851, if you have questions regardi ng the comment on the financial statements
and related matters.

Sincerely,

Paul Cline
        S e n i o r  A c c o u n t a n t

Mail Stop 4561

November 2, 2006

Joseph Selner
Chief Financial Officer
Associated Banc-Corp
1200 Hansen Road
Green Bay, Wisconsin 54304

RE: Associated Banc-Corp
 Form 10-K for Fiscal Year Ended December 31, 2005
File No. 1-31343

Dear Mr. Selner,

 We have completed our review of your Form 10-K and have no further comments
at this time.

Sincerely,

Paul Cline
Senior Accountant

CORRESP
1
filename1.htm

corresp

October 26, 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 October 18,
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 or provide any requested information. Certain proposed disclosures related to
various responses are included directly in the response.

Statement of Cash Flows, page 65

    1.

    In your response to comment 2 in your letter dated July 12, 2006 you state that there are two
sources related to additions to mortgage servicing rights; through purchases and as an
allocation from funds disbursed on originated loans. We interpreted this response to
indicate that you recognize mortgage servicing rights upon the origination of loans. In your
response to comment 1 in your letter dated September 19, 2006, you state that you record
mortgage servicing rights upon the sale of loans which is not consistent with your previous
response noted above. You also do not address how you account for mortgage servicing rights
from funds disbursed on originated loans. Therefore, please:

    a.

    Revise your filing to disclose the specific nature of additions to mortgage servicing
rights; and

    b.

    Tell us if you record mortgage servicing rights when you originate a loan and if so,
provide example journal entries and tell us the accounting guidance on which you rely for
this accounting treatment.

We recognize that our responses may have appeared inconsistent. Our July 12 response to the
initial comment 2 in your June 27, 2006 letter attempted to briefly address why we
presented the total additions to mortgage servicing rights as a result of loan sales
with servicing retained in the investing section of the statement of cash flows. It was not
meant to be confused with the underlying accounting applied to recording mortgage servicing
rights.

In response to your questions:

    (a)

    To provide additional clarity, beginning with the December 31, 2006 Form 10-K,
we will revise the mortgage servicing rights disclosure within the summary of
significant accounting policies footnote. The following represents our proposed
revision (as underlined) to the mortgage servicing rights disclosure in Note 1,
“Summary of Significant Accounting Policies” on page 68 of our December 31, 2005 Form
10-K:

“Mortgage Servicing Rights: The Corporation sells residential mortgage loans in
the secondary market and typically retains the right to service the loans sold. Upon
sale of a loan where servicing is retained, a mortgage servicing rights asset is
capitalized at an allocated fair value based on the relative fair values of the loan
and the servicing asset, which represents the then current fair value of future net cash
flows expected to be realized for performing servicing activities. Mortgage
servicing rights, when purchased, are initially recorded at cost. Mortgage servicing
rights are carried at the lower of the initial capitalized amount, net of accumulated
amortization, or estimated fair value, and are included in intangible assets.”

    (b)

    We do not record mortgage servicing rights when we originate a loan, but rather
upon the sale of loans when we retain servicing, as was included in our September 19,
2006 response to comment 1 of your letter dated September 7, 2006. Mortgage servicing
rights capitalized totaled $18 million, $19 million, and $40 million, in 2005, 2004 and
2003, respectively.

    2.

    We note your response to comment 2 in your letter dated September 19, 2006. It appears you
are presenting increases in mortgage servicing rights from sold loans with servicing retained
as cash outflows in your statement of cash flows. We believe the actual cash inflows related
to your loan sales should be reported in the operating section and the increase in your
mortgage servicing rights related to this activity represents a non-cash activity. Please
tell us the effect on your statement of cash flows for the periods presented if you report
your loan sale activity in this manner. If the effect is material, please revise your
filings. If the effect is not material, please revise future filings accordingly.

We have been presenting capitalized mortgage servicing rights from loans sold with servicing
retained as cash outflows in the investing section of our statement of cash flows. We have
included all other loan sale activities related to the secondary mortgage business in the
operating activities section of the statement of cash flows in accordance with SFAS No. 102,
“Statement of Cash Flows — Exemption of Certain Enterprises and Classification of Cash
Flows from Certain Securities Acquired for Resale.”

We viewed there to be, for purposes of the statement of cash flows, a reportable investing
activity in servicing rights based on certain rationale we employed. Additionally, our
research over time indicated that there was diversity in how additions to mortgage servicing
rights were presented in the statement of cash flows. We will, however, change the cash
flow presentation of the capitalization of mortgage servicing rights in our future filings.
We believe the effect on the statement of cash flows of the change in presentation is not
material to prior periods presented. We based our materiality conclusion on evaluation of
quantitative and qualitative information, including several key factors. The amount of
additions to mortgage servicing rights is not significant, and is not material when compared
to the primary cash flows related to this activity (i.e. mortgage loans originated and
acquired for sale and proceeds from sales of mortgage loans held for sale). The change would
not materially impact cash provided by operating activities or cash provided by (used in)
investing activities. In addition, the change in presentation on the statement of cash
flows is isolated to this financial statement only, and has no impact on earnings,
compensation, segment data, or other significant trend data. Therefore, in future filings,
beginning with the Form 10-Q for the period ended September 30, 2006, we will include our
‘additions to mortgage servicing rights’ as a non-cash activity in the operating section of
the statement of cash flows.

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

Mail Stop 4561

October 18, 2006

Joseph Selner
Chief Financial Officer
Associated Banc-Corp
1200 Hansen Road
Green Bay, Wisconsin 54304

RE: Associated Banc-Corp
 Form 10-K for Fiscal Year Ended December 31, 2005
File No. 1-31343

Dear Mr. Selner,

 We have reviewed your letter filed on September 19, 2006 and have the following
comments.  Where indicated, we think you should revise your document in response to these comments in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your response, please indicate your intent to include the requested revision in future filings and provide us with your proposed disclosures.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Statement of Cash Flows, page 65

1. In your response to comment 2 in your letter dated July 12, 2006 you state that there are two sources related to additions to mortgage servicing rights; through purchases and as an allocation from
funds disbursed on originated loans .  We
interpreted this response to indicate that you recognize mortgage servicing rights upon the origination of loans.  In your response to comment 1 in your letter dated September 19, 2006, you state that you record mortgage servicing rights upon the sale of loans which is not consistent with your previous response noted above.

Joseph Selner
Associated Banc-Corp
October 18, 2006 Page 2
You also do not address how you account for mortgage servicing rights from funds
disbursed on originated loans.  Therefore, please:

a. revise your filing to disclose the specific nature of additions to mortgage servicing rights; and

b. tell us if you record mortgage servicing rights when you originate a loan and if so, provide example journal entries and tell us the accounting guidance on which you rely for this accounting treatment.

2. We note your response to comment 2 in your letter dated September 19, 2006.  It appears you are presenting increases in mortgage servicing rights from sold loans with servicing retained as cash outflows in your statement of cash flows.  We believe the actual cash inflows related to your loan sales should be reported in the operating section and the increase in your mortgage servicing rights related to this activity represents a non-cash activity.  Please tell us the effect on your statement of cash flows for the periods presented if you report your loan sale activity in this manner.  If the effect is material, please revise your filings.  If the effect is not material, please revise future filings accordingly.

 Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Your response letter should key your responses to our comments, indicate your intent to include the requested revisions in future filings, provide your proposed disclosures and provide any requested information.  Please file your letter on EDGAR as correspondence.  Please understand that we may have additional comments after reviewing your responses to our comments.

 You may contact Michael Volley, Staff Accountant, at (202) 551-3437 or me at
(202) 551-3851 if you have questions regarding our comments.

Sincerely,

Paul Cline
Senior Accountant

Mail Stop 4561

September 7, 2006

Joseph Selner
Chief Financial Officer
Associated Banc-Corp
1200 Hansen Road
Green Bay, Wisconsin 54304

RE: Associated Banc-Corp
 Form 10-K for Fiscal Year Ended December 31, 2005
File No. 1-31343

Dear Mr. Selner,

 We have reviewed your letter filed on July 12, 2006 and have the following
comments.  Where indicated, we think you should revise your document in response to these comments in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your response, please indicate your intent to include the requested revision in future filings and provide us with your proposed disclosures.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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 mortgage 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.

Joseph Selner
Associated Banc-Corp
June 27, 2006 Page 2
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.

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.

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.

 Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Your response letter should key your responses to our comments, indicate your intent to include the requested revisions in future filings, provide your proposed disclosures and provide any requested information.  Please file your letter on EDGAR as correspondence.  Please understand that we may have additional comments after reviewing your responses to our comments.

 You may contact Michael Volley, Staff Accountant, at (202) 551-3437 or me at
(202) 551-3851 if you have questions regarding our comments.

Sincerely,

Paul Cline
Senior Accountant

CORRESP
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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

CORRESP
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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

Mail Stop 4561

June 27, 2006

Joseph Selner
Chief Financial Officer
Associated Banc-Corp
1200 Hansen Road
Green Bay, Wisconsin 54304

RE: Associated Banc-Corp
 Form 10-K for Fiscal Year Ended December 31, 2005
File No. 0-5519

Dear Mr. Selner,

 We have reviewed the above referenced filing, limiting our review to those issues
addressed in our comments.  Where indicated, we think you should revise your document in response to these comments in future filings.  In your response, please indicate your intent to include the requested revision in future filings and provide us with your proposed disclosures.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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 of the Wealth Management segment.

Statement of Cash Flows, page 65

Joseph Selner
Associated Banc-Corp
June 27, 2006 Page 2

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.

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.

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.

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.

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.

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.

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

Joseph Selner
Associated Banc-Corp
June 27, 2006 Page 3
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.

9. Please tell us the SFAS 133 hedge relationships for which you use the short-cut method of assessing hedge ineffectiveness and provide the following information:

a) Clearly explain the terms of the hedged item or transaction.

b) Clearly explain the terms of the interest rate swap and explain how you determined those terms match the terms of the hedged item or transaction.

c) Tell us how you met each requirement of paragraph 68 of SFAS 133.

 Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Your response letter should key your responses to our comments, indicate your intent to include the requested revisions in future filings, provide your proposed disclosures and provide any requested information.  Please file your letter on EDGAR as correspondence.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Joseph Selner
Associated Banc-Corp
June 27, 2006 Page 4
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

• the company 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.

 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Michael Volley, Staff Accountant, at (202) 551-3437 or me at
(202) 551-3851 if you have questions regarding our comments.

Sincerely,

Paul Cline
Senior Accountant