ASSOCIATED BANC-CORP — Director's Dealing 2005

Jan 19, 2005

SEC Form 4/A — Form 4/A

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2005-01-11

Reporting Person: MENG JOHN C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-11	Phantom Stock Unit	$0	A	154.8198	Acquired	2025-12-31	Common Stock $.01 Par Value (154.8198)	Direct

Footnotes

F1: Share units were based on a NAV of $32.10 per share as of January 11, 2005.

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. There is also a cash component to the stock fund, which varies throughout the year.