ASSOCIATED BANC-CORP — Director's Dealing 2004

May 26, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2004-05-21

Reporting Person: WEBER GORDON J (Executive Vice President,)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-21	Common Stock $.01 Par Value	J	357.802	$28.166	Acquired	114407.382	Direct
2004-05-21	Common Stock $.01 Par Value	J	11.585	$28.166	Acquired	114418.967	Direct
2004-05-21	Common Stock $.01 Par Value	A	545.955	—	Acquired	29392.41	Indirect
2004-05-21	Common Stock $.01 Par Value	J	8.228	$28.3386	Acquired	940.911	Indirect
2004-05-21	Common Stock $.01 Par Value	J	17.018	$28.3386	Acquired	1946.094	Indirect
2004-05-21	Common Stock $.01 Par Value	J	11.461	$28.166	Acquired	1302.669	Indirect
2004-05-21	Common Stock $.01 Par Value	J	5.805	$28.166	Acquired	659.76	Indirect

Footnotes

F1: Total includes adjustment in shares for exempt purchases in issuer's Dividend Reinvestment Plan since insider's last reporting.

F2: Based on an account valuation as of May 25, 2004, reflecting the settlement of inter-plan transfers into the stock fund which occurred on May 21, 2004.

F3: The closing price of Associated Banc-Corp stock on 5/21/04 was $28.24 per share.