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: JOHNSON ROBERT J (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	9.48	$28.166	Acquired	1077.551	Direct
2004-05-21	Common Stock $.01 Par Value	J	7.811	$28.166	Acquired	1085.362	Direct
2004-05-21	Common Stock $.01 Par Value	A	111.16	—	Acquired	6149.38	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.