ASSOCIATED BANC-CORP — Director's Dealing 2005

Feb 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2005-01-31

Reporting Person: KING GORDON C (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-26	Incentive Stock Option (right to buy)	$33.07	A	3023	Acquired	2015-01-26	Common Stock $.01 Par Value (3023)	Direct
2005-01-26	Non-Qualified Stock Option (right to buy)	$33.07	A	26977	Acquired	2015-01-26	Common Stock $.01 Par Value (26977)	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.