ASSOCIATED BANC-CORP — Director's Dealing 2004

Sep 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2004-08-27

Reporting Person: BEIDEMAN PAUL S (Director, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-27	Common Stock $.01 Par Value	A	2.21	—	Acquired	137.08	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-27	Phantom Stock Unit	$0	A	12.8126	Acquired	2030-12-31	Common Stock $.01 Par Value (12.8126)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	79536.753	Direct

Footnotes

F1: Based on an account valuation as of August 30, 2004, reflecting the settlement of inter-plan transfers into the stock fund which occurred on August 27, 2004.

F2: The closing price of Associated Banc-Corp common stock on August 27, 2004 was $31.22 per share.

F3: "Share units" were based on a NAV of $31.22 per share as of August 27, 2004.

Change in amount reflects "change" in shares due to fluctuations in market value from one valuation date to the next.

Share "units" are converted, for reporting and communication purposes, to "shares" of stock. The number of "shares" reported under this Plan are based on the NAV at valuation end, divided by the share price. However, there is also a cash component to the stock fund, which varies throughout the year. Due to this NAV and cash variation from valuation to valuation, the number of shares will appear to change because of the accounting procedures used to valuate the Plan.