ASSOCIATED BANC-CORP — Director's Dealing 2004

May 11, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2004-05-07

Reporting Person: KING GORDON C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-07	Common Stock $.01 Par Value	A	4.41	—	Acquired	6281.03	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	1420.769	Direct

Footnotes

F1: Based on an account valuation as of May 11, 2004, reflecting the settlement of inter-plan transfers into the stock fund which occurred on May 7, 2004.

F2: The closing price of Associated Banc-Corp stock on 5/7/04 was $41.65 per share.