ASSOCIATED BANC-CORP — Director's Dealing 2003

Sep 3, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2003-08-29

Reporting Person: PETERS DONALD E (Director of Systems and)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-08-29	Common Stock $.01 Par Value	A	36.47	—	Acquired	66623.23	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-08-29	Phantom Stock Unit	$0	A	18.9268	Disposed	2021-12-31	Common Stock $.01 Par Value (18.9268)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	113941	Direct

Footnotes

F1: Based on an account valuation as of September 3, 2003, reflecting the settlement of inter-plan transfers into the stock fund which occurred on August 29, 2003.

F2: The closing price of Associated Banc-Corp stock on 8/29/03 was $38.18 per share.

F3: "Share units" were based on a NAV of $38.18 per share as of August 29, 2003.

Change in amount reflects "change" in shares due to fluctuations in market value from one valuation date to the next.

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 change because of the accounting procedures used to valuate the Plan.