ASSOCIATED BANC-CORP — Director's Dealing 2003

Dec 24, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2003-12-19

Reporting Person: JOHNSON ROBERT J (Vice President and Director of)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-19	Common Stock $.01 Par Value	A	2.54	—	Disposed	4007.68	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	683.944	Direct

Footnotes

F1: Total includes balance at 12/22/03 (based on 12/19/03 deferrals) in 401K Trust account. Although the number of shares reported are less than the prior report, no sales or dispositions took place.

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. However, there is also a cash component to the stock fund, which varies throughout the year. Due to this NAV and cash variation from valuation to valuation, the number of shares will appear to decrease because of the accounting procedures used to valuate the Plan.

NAV on 12/19/03 was $42.47 per share.