ASSOCIATED BANC-CORP — Director's Dealing 2004

May 21, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2004-05-17

Reporting Person: Fischer Daniel C (Executive Vice President)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$27.91	2014-05-17	Common Stock $.01 Par Value (37500)		Direct

Footnotes

F1: Options vest in annual increments over 3 years; 34% on the first anniversary after the grant date, and 33% on the second and third anniversaries after the grant date, respectively.