ASSOCIATED BANC-CORP — Director's Dealing 2004

Feb 11, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2004-02-04

Reporting Person: CONLON HARRY B JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-04	Common Stock $.01 Par Value	A	9909.4917	—	Disposed	27955.8183	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	208360.42	Direct
Common Stock $.01 Par Value	4709.574	Indirect

Footnotes

F1: Total includes balance at 2/5/04 in 401K Trust account. The insider realigned some investments within his 401K account.

Share "units" are converted, for reporting and communication purposes, to "shares" of stock. The number of "shares" reported under this Plan are based on the NAV at valuation end, divided by the share price. However, there is also a cash component to the stock fund, which varies throughout the year. Due to this NAV and cash variation from valuation to valuation, the number of shares will appear to decrease because of the accounting procedures used to valuate the Plan.

Share "units" were affected by the realignment, as well as the cash portion of his investments.

NAV on 2/4/04 was $43.09 per share.

F2: Total includes adjustment in shares at 9/30/95 in 401k trust account for which shares were purchased during the third quarter of 1995; Reporting person has elected a redistribution of shares within Plan effective 7/1/95 pursuant to an irrevocable election dated 12/16/94.