ASSOCIATED BANC-CORP — Director's Dealing 2005

Feb 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2005-01-28

Reporting Person: Fischer Daniel C (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-28	Common Stock $.01 Par Value	A	19.89	—	Acquired	380.43	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	3550	Direct
Common Stock $.01 Par Value	14	Indirect
Common Stock $.01 Par Value	13	Indirect
Common Stock $.01 Par Value	13	Indirect

Footnotes

F1: Based on an account valuation as of February 1, 2005, reflecting the settlement of inter-plan transfers into the stock fund which occurred on January 28, 2005.

F2: The closing price of Associated Banc-Corp common stock on January 28, 2005 was $32.60 per share.