ASSOCIATED BANC-CORP — Director's Dealing 2003

Oct 28, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2003-10-24

Reporting Person: WEBER GORDON J (President, Corporate Banking)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-24	Common Stock $.01 Par Value	J	2.35	—	Disposed	30115.12	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	77625.352	Direct
Common Stock $.01 Par Value	810.844	Indirect
Common Stock $.01 Par Value	1266.396	Indirect
Common Stock $.01 Par Value	847.415	Indirect
Common Stock $.01 Par Value	429.188	Indirect

Footnotes

F1: Total includes balance at 10/28/03 (based on 10/24/03 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 10/24/03 was $39.76 per share.