8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 29, 2004

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

Wisconsin	001-31343	39-1098068
(State or other jurisdiction         of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1200 Hansen Road, Green Bay, Wisconsin	54304
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code 920-491-7000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01     Entry into a Material Definitive Agreement

     On October 29, 2004, in connection with the completion of the merger transaction between Associated Banc-Corp (the “Company”) and First Federal Capital Corp (“First Federal”) as described in Item 2.01 below, a bank subsidiary of the Company entered into a Consulting Agreement with Jack C. Rusch, the Company entered into a Noncompete Agreement with Jack C. Rusch and First Federal Capital Bank entered into a Separation Agreement and General Release with Mr. Rusch. As described in Item 5.02 below, Mr. Rusch was appointed to the Company’s Board of Directors on October 28, 2004.

     Under the Consulting Agreement, Mr. Rusch will provide services to the bank subsidiary of the Company for a period of two years and under the Noncompete Agreement the ability of Mr. Rusch to compete against the Company will be restricted for a period of two years. The Separation Agreement and General Release addresses the terms of the end of Mr. Rusch’s employment with First Federal and First Federal Capital Bank. Under these agreements, Mr. Rusch will receive aggregate payments in the amount of $3,585,000.

Section 2 – Financial Information

Item 2.01     Completion of Acquisition or Disposition of Assets

     On October 29, 2004, Associated Banc-Corp (the “Company”) completed its previously announced acquisition of First Federal Capital Corp (“First Federal”) through the merger of First Federal with and into the Company. Under the terms of the Agreement and Plan of Merger, dated as of April 27, 2004, as amended (the “Merger Agreement”), between the Company and First Federal, each share of First Federal’s common stock outstanding as of the effective time of the merger was converted into the right to receive 0.9525 shares of the Company’s common stock or cash consideration in the amount of $33.04 per share. In the aggregate, the Company will issue approximately 19,361,683 shares of the Company’s common stock and pay cash consideration of approximately $75 million to the former shareholders of First Federal.

Section 5 – Corporate Governance and Management

Item 5.02     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

     On October 28, 2004, the Company’s Board of Directors filled two vacancies on the Board by appointing Richard T. Lommen as a Class B Director and Jack C. Rusch as a Class C Director. Mr. Lommen and Mr. Rusch were appointed to the Company’s Board of Directors pursuant to the Merger Agreement. Mr. Lommen and Mr. Rusch will each stand for election at the 2005 annual meeting of the Company’s shareholders.

     Information regarding related party transactions between the Company and Mr. Rusch is contained in Item 1.01 above. There are no related party transactions between the Company and Mr. Lommen.

Section 9 – Financial Statements and Exhibits

Item 9.01     Financial Statements and Exhibits

     (a)  Financial statements of businesses acquired: Not applicable

     (b)  Pro forma financial information: Not applicable

     (c)  Exhibits

          The following exhibit is filed herewith:

          Exhibit 99.1 – Press release issued by the Company on October 29, 2004.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Associated Banc-Corp
	(Registrant)
Date      October 29, 2004	By     /s/ Brian R. Bodager
	(Signature)* Brian R. Bodager Chief Administrative Officer, General Counsel & Corporate Secretary

* Print name and title of the signing officer under his signature.

EX-99

News Release

CONTACTS:
Investors:
      Joe Selner, Chief Financial Officer
      920-491-7120

Media:
      Jon Drayna, Corporate Communications
       920-491-7006

Associated closes First Federal acquisition

        GREEN BAY, Wis. – Oct. 29, 2004 – Associated Banc-Corp (NASDAQ: ASBC) today completed its acquisition of First Federal Capital Corp (NASDAQ: FTFC) of La Crosse, Wis.

         “We warmly welcome First Federal’s 250,000 customers and the employees who serve them to the Associated family. Our customers can look forward to building on the personal relationships they have with our staff in their local bank offices. They will enjoy a greatly expanded range of financial products and a branch system of 300 offices for greater convenience,” said Paul Beideman, president and CEO of Associated Banc-Corp.

        Under the terms of the transaction, as previously announced, First Federal shareholders will receive 0.9525 shares of Associated common stock for each share of First Federal common stock, an equivalent amount of cash, or a combination of both. Based on Associated’s closing stock price today of $34.69 per share, cash will be paid at rate of $33.04 for each share of First Federal stock converted to cash.

        The merger agreement requires the total consideration for outstanding First Federal shares to equal 90 percent Associated stock and 10 percent cash (including cash paid for fractional shares). First Federal shareholders’ elections for cash consideration have, in the aggregate, exceeded 10 percent of the outstanding shares. As such, the pool of shares initially elected to be converted to cash will be adjusted downward on a pro rata basis. Associated’s transfer agent, National City Bank, is in the process of establishing the proration, which only affects those First Federal shareholders who made a cash election. Letters of transmittal and other instructions will be mailed to all First Federal shareholders on or about Nov. 3.

         Additionally, Associated’s board appointed two new members from the board of First Federal, in accordance with the merger agreement between the two companies.

        Jack C. Rusch, 58, president and CEO of First Federal, was named to Associated’s board effective immediately. Rusch has been with First Federal since 1984 and has been president and CEO since 2000. He holds a bachelor of business administration degree from the University of Wisconsin-Madison, and an MBA from the University of Wisconsin-Oshkosh. He is also a certified public accountant.

        Richard T. Lommen, 60, was also appointed to Associated’s board. Lommen has been vice chairman of First Federal Capital Corp’s board since April 2002. He has been a board member since 1989. Lommen received a bachelor of business administration degree from the University of Wisconsin-La Crosse in 1968. He has been the president of Courtesy Corporation, a McDonald’s restaurant franchisee, located in La Crosse, for more than 35 years.

         Associated Banc-Corp, headquartered in Green Bay, Wis., is a diversified multibank holding company with total assets of approximately $20 billion, including First Federal. Associated serves more than 150 communities in Wisconsin, Illinois, and Minnesota with approximately 300 banking offices, including approximately 93 offices of First Federal. The company offers a full range of traditional banking services and a variety of other financial products and services. More information about Associated Banc-Corp is available at www.AssociatedBank.com.

        Statements made in this document that are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and other measures of performance. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. These statements may be identified by the use of the word “will,” or similar expressions. Outcomes related to such statements are subject to numerous risk factors and uncertainties including those listed in the company’s Annual Report filed on Form 10-K.

      — 30 —