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: KING GORDON C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-21	Common Stock $.01 Par Value	J	18.916	$28.166	Acquired	2150.07	Direct
2004-05-21	Common Stock $.01 Par Value	J	23.433	$28.166	Acquired	2173.503	Direct
2004-05-21	Common Stock $.01 Par Value	A	198.835	—	Acquired	9620.38	Indirect

Footnotes

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

F2: Total includes adjustment in shares for exempt purchases in issuer's Employee Stock Purchase Plan since insider's last reporting.

F3: 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.

F4: The closing price of Associated Banc-Corp stock on 5/21/04 was $28.24 per share.