ASSOCIATED BANC-CORP — Director's Dealing 2005

Feb 7, 2005

SEC Form 4/A — Form 4/A

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2005-01-26

Reporting Person: MCMULLEN MARK J (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-26	Non-Qualified Stock Option (right to buy)	$33.07	A	40000	Acquired	2015-01-26	Common Stock $.01 Par Value (40000)	Direct

Footnotes

F1: 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.