ASSOCIATED BANC-CORP — Director's Dealing 2005

May 11, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2005-05-06

Reporting Person: KING GORDON C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-06	Common Stock $.01 Par Value	A	86.21	—	Acquired	10128.09	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	2477.481	Direct

Footnotes

F1: Based on an account valuation as of May 10, 2005, reflecting the settlement of inter-plan transfers into the stock fund which occurred on May 6, 2005.

F2: The closing price of Associated Banc-Corp common stock on May 6, 2005 was $31.52 per share.