ASSOCIATED BANC-CORP — Director's Dealing 2005

Jul 19, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2005-07-15

Reporting Person: BEIDEMAN PAUL S (Director, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-15	Common Stock $.01 Par Value	J	128.08	$34.3534	Acquired	132142.057	Direct
2005-07-15	Common Stock $.01 Par Value	A	1.38	—	Acquired	241.28	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-07-15	Phantom Stock Unit	$0	A	23.1815	Acquired	2030-12-31	Common Stock $.01 Par Value (23.1815)	Direct

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 July 19, 2005, reflecting the settlement of inter-plan transfers into the stock fund which occurred on July 15, 2005.

F3: The closing price of Associated Banc-Corp common stock on July 15, 2005 was $34.51 per share.

F4: "Share units" were based on a NAV of $34.51 per share as of July 15, 2005.

Change in amount reflects "change" in shares due to fluctuations in market value from one valuation date to the next.

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 change because of the accounting procedures used to valuate the Plan.