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ASSOCIATED BANC-CORP Director's Dealing 2004

May 26, 2004

31126_dirs_2004-05-26_057a54a9-006f-4f2b-9a06-092049438bcf.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SELNER JOSEPH B (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-05-21 Common Stock $.01 Par Value A 47.345 Acquired 2619.77 Indirect
2004-05-21 Common Stock $.01 Par Value J 9.741 $28.166 Acquired 102990.216 Indirect
2004-05-21 Common Stock $.01 Par Value J 5.858 $28.166 Acquired 102996.074 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock $.01 Par Value 0 Direct

Footnotes

F1: 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.

F2: The closing price of Associated Banc-Corp stock on 5/21/04 was $28.24 per share.

F3: Total includes adjustment in shares for exempt purchases in issuer's Dividend Reinvestment Plan since insider's last reporting.

F4: Total includes adjustment in shares for exempt purchases in issuer's Employee Stock Purchase Plan since insider's last reporting.

F5: Total includes adjustment in shares at 9/30/95 in 401k trust account for which shares were purchased during the third quarter of 1995; Reporting person has elected a redistribution of shares within Plan effective 7/1/95 pursuant to an irrevocable election dated 12/16/94.