ASSOCIATED BANC-CORP — Director's Dealing 2005

Feb 11, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2005-02-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-10	Common Stock $.01 Par Value	A	51000	—	Acquired	131294.03	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-10	Non-Qualified Stock Option (right to buy)	$33.18	A	73500	Acquired	2015-02-10	Common Stock $.01 Par Value (73500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	152.61	Indirect

Footnotes

F1: These are Performance Shares granted pursuant to the terms of the 2003 Long-Term Incentive Plan. Shares will vest over a period of 3 years upon the satisfaction of set performance standards. The shares are held in escrow until such time as they have been deemed earned and vested. Insider is entitled to all rights of a shareholder while the shares are in escrow.

F2: Options vest immediately subject to the approval of Long Term Stock Plan amendments at the 2005 Annual Meeting of Shareholders. Alternatively, if amendments are not approved, options vest in annual increments over 3 years; 34% on the first anniversary after the grant date, and 33% on the second and third anniversaries after the grant date, respectively.