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: B0DAGER BRIAN R (CAO, General Counsel & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-21	Common Stock $.01 Par Value	J	62.487	$28.166	Acquired	67619.553	Direct
2004-05-21	Common Stock $.01 Par Value	A	444.66	—	Acquired	23634.78	Indirect
2004-05-21	Common Stock $.01 Par Value	J	8.56	$28.3386	Acquired	978.895	Indirect
2004-05-21	Common Stock $.01 Par Value	J	10.12	$28.3386	Acquired	1157.26	Indirect
2004-05-21	Common Stock $.01 Par Value	J	10.12	$28.3386	Acquired	1157.26	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	300	Indirect

Footnotes

F1: Total includes adjustment in shares for exempt purchases in issuer's Employee Stock Purchase 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.

F4: Total includes adjustment in shares for exempt purchases in issuer's Dividend Reinvestment Plan since insider's last reporting.