ASSOCIATED BANC-CORP — Director's Dealing 2003

Jun 26, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2003-06-20

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

Footnotes

F1: Based on an account valuation as of June 23, 2003, reflecting the settlement of inter-plan transfers into the stock fund which occurred on June 20, 2003.

F2: The closing price of Associated Banc-Corp stock on 6/20/03 was $36.70 per share.

F3: "Share units" were based on a NAV of $36.70 per share as of June 20, 2003.

Change in amount reflects "change" in shares due to fluctuations in market value from one valuation date to the next. No shares were sold.

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.