ASSOCIATED BANC-CORP — Director's Dealing 2003

Aug 21, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2003-08-15

Reporting Person: GALLAGHER ROBERT C (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-08-15	Common Stock $.01 Par Value	J	0.672	$37.818	Acquired	264317.928	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-08-15	Phantom Stock Unit	$0	A	126.172	Acquired	2015-12-31	Common Stock $.01 Par Value (126.172)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	0	Indirect
Common Stock $.01 Par Value	755	Indirect
Common Stock $.01 Par Value	4309	Indirect

Footnotes

F1: Total includes adjustment in shares for exempt purchases in issuer's Dividend Reinvestment Plan since insider's last reporting.

F2: "Share units" were based on a NAV of $38.00 per share as of August 15, 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.