ASSOCIATED BANC-CORP — Director's Dealing 2005

Mar 4, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2004-02-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-25	Common Stock $.01 Par Value	A	1.94	—	Acquired	157.6	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-25	Phanton Stock Unit	$0	A	24.6226	Acquired	2030-12-31	Common Stock $.01 Par Value (24.6226)	Direct

Footnotes

F1: Based on an account valuation as of February 28, reflecting the settlement of inter-plan transfers into the stock fund which occurred on February 25, 2005.

F2: The closing price of Associated Banc-Corp common stock on February 25, 2005 was $32.49 per share.

F3: Share units were based on a NAV of $32.49 per share as of February 25, 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.