As filed with theSecurities and Exchange Commission on December 30, 2003.

                                                    Registration No. 333-______
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                         TRI CITY BANKSHARES CORPORATION
             (Exact name of registrant as specified in its charter)


       Wisconsin                                                  39-1158740
(State of Incorporation)                               I.R.S. Employer I.D. No.

                  6400 South 27th Street, Oak Creek, Wisconsin
                    (Address of Principal Executive Offices)

                                      53154
                                   (Zip Code)

                         TRI CITY BANKSHARES CORPORATION
                            2003 STOCK PURCHASE PLAN
                            (Full title of the plan)


                               Henry Karbiner, Jr.
                                    President
                         Tri City Bankshares Corporation
                             6400 South 27th Street
                           Oak Creek, Wisconsin 53154
                     (Name and address of agent for service)

                                  414-761-1610
          (Telephone number, including area code of agent for service)


                                 With a copy to:
                              Andrew J. Guzikowski
                          Whyte Hirschboeck Dudek S.C.
                              555 East Wells Street
                                   Suite 1900
                         Milwaukee, Wisconsin 53202-3819
                                 (414) 273-2100


<PAGE>



<TABLE>
<CAPTION>

                                           CALCULATION OF REGISTRATION FEE
                                                            Proposed maximum    Proposed maximum
                                          Amount to be       offering price        aggregate           Amount of
Title of Securities to be registered     registered (1)      per share (2)     offering price (2)   Registration Fee

<S>                                      <C>                     <C>                 <C>                <C>
Common Stock, par value $1.00 per        125,000 shares          $25.00              $25.00             $253.00
share
</TABLE>

-------------------------------------

(1)      In addition, pursuant to Rule 416(a) under the Securities Act of 1933
         (the "Securities Act"), this registration statement also covers an
         indeterminate number of shares of Common Stock pursuant to certain
         anti-dilution provisions contained in the plan described herein.

(2)      Estimated solely for the purpose of computing the registration fee
         pursuant to Rule 457(c), based on the bid price of the Common Stock
         ($25.00) obtained from an independent broker on December 29, 2003
         (according to such independent broker, no "ask" price was available on
         such date). The actual offering price of the Common Stock will be
         determined in accordance with the terms of the plan.



<PAGE>


         PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

The document(s) containing the information specified in Item 1 of Part I of Form
S-8 will be sent or given to participating employees as specified in Rule
428(b)(1) and are not required to be filed as part of this Registration
Statement.

Item 2.  Registrant Information and Employee Plan Annual Information

The document(s) containing the information specified in Item 2 of Part I of Form
S-8 will be sent or given to participating employees as specified in Rule
428(b)(1) and are not required to be filed as part of this Registration
Statement.

         PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by the Registrant with the Securities
Exchange Commission are incorporated herein by reference:

(a)      The Registrant's annual report on Form 10-K for the fiscal year ended
         December 31, 2002.

(b)      The Registrant's quarterly report on Form 10-Q for the fiscal quarter
         ended March 31, 2003.

(c)      The Registrant's quarterly report on Form 10-Q for the fiscal quarter
         ended June 30, 2003.

(d)      The Registrant's quarterly report on Form 10-Q for the fiscal quarter
         ended September 30, 2003. The Registrant's current report on Form 8-K
         filed on April 18, 2003.

(e)      The Registrant's current report on Form 8-K filed on July 18, 2003.

(f)      The Registrant's current report on Form 8-K filed on August 20, 2003.

(g)      The Registrant's current report on Form 8-K filed on October 17, 2003.

(h)      The Registrant's Definitive Proxy Statement and Proxy for 2003 on Form
         DEF 14A filed on April 30, 2003.

(i)      The description of the Registrant's Common Stock contained in the
         registration statement filed pursuant to Section 12 of the Securities
         Exchange Act of 1934 (the "Exchange Act") and all amendments thereto or
         reports filed for the purpose of updating such description.

(j)      All reports and other documents subsequently filed by the Registrant or
         the Plan pursuant to sections 13(a), 13(c), 14 and 15(d) of the
         Exchange Act, prior to the filing of a post-effective amendment which
         indicates that all securities offered have been sold or which
         deregisters all securities then remaining unsold, shall be deemed to be
         incorporated by reference herein and to be a part hereof from the date
         of filing of such documents.

Item 4.  Description of the Securities

Not applicable; see Item 3, paragraph (i).
<PAGE>


Item 5.  Interests of Named Experts and Counsel

Not applicable.

Item 6.  Indemnification of Directors and Officers

Section 180.0851 of the Wisconsin Business Corporation Law ("WBCL") requires a
corporation to indemnify a director or officer, to the extent such person is
successful on the merits or otherwise in the defense of a proceeding, for all
reasonable expenses incurred in the proceeding, if such person was a party to
such proceeding because he or she was a director or officer of the corporation.
In all other cases, a corporation is required to indemnify a director or officer
against liability incurred by such person in a proceeding to which such person
was a party because he or she was a director or officer of the corporation,
unless liability was incurred because he or she breached or failed to perform a
duty owed to the corporation and such breach or failure to perform constitutes:
(i) a willful failure to deal fairly with the corporation or its shareholders in
connection with a matter in which the director or officer has a material
conflict of interest; (ii) a violation of criminal law, unless the director or
officer had reasonable cause to believe his or her conduct was unlawful; (iii) a
transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct. A corporation's articles of incorporation
may limit its obligation to indemnify officers and directors under the mandatory
indemnification provisions.

Section 810.0858 of the WBCL provides that, subject to certain limitations, the
mandatory indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under the articles of incorporation or by-laws of the corporation, a written
agreement between the director or officer and the corporation, or a resolution
of the board of directors or the shareholders.

Unless otherwise provided in the corporation's articles of incorporation or
by-laws, or by written agreement between the director or officer and the
corporation, an officer or director seeking indemnification is entitled to
indemnification if approved in any of the following manners as specified in
Section 180.0855 of the WBCL: (i) by majority vote of a disinterested quorum of
the board of directors or committee consisting of disinterested directors; (ii)
by independent legal counsel chosen by a majority vote of a disinterested quorum
of the board of directors or a committee consisting of disinterested directors;
(iii) by a panel of three arbitrators (one of which is chosen by disinterested
directors as described above); (iv) by the vote of the shareholders; (v) by a
court; or (vi) by any other method permitted in Section 180.0858 of the WBCL.

Pursuant to Section 180.0853 of the WBCL, reasonable expenses incurred by a
director or officer who is a party to a proceeding may be reimbursed by the
corporation at such time as the director or officer furnishes to the corporation
written affirmation of his or her good faith that he or she has not breached or
failed to perform his or her duties and written confirmation to repay any
amounts advanced if it is determined that indemnification by the corporation is
not required.

Section 180.0859 of the WBCL provides that it is the public policy of the State
of Wisconsin to require or permit indemnification, allowance of expenses or
insurance to the extent required or permitted under Sections 180.0850 to
180.0858 of the WBCL for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating the offer,
sale or purchase of securities.

Section 180.0857 of the WBCL permits the Company to purchase insurance on behalf
of a director or officer of the corporation against liability incurred by such
person in his or her capacity as a director or officer or arising from his or
her status as a director or officer regardless of whether the corporation is
required or authorized to indemnify or allow expenses to such person against the
same liability under Sections 180.0851 to 180.0858 of the WBCL.

Under Section 180.0828 of the WBCL, a director of a corporation is not
personally liable for breach of any duty resulting solely from his or her status
as a director, unless it shall be proved that the director's conduct constituted
conduct described in the first paragraph of this item.

As permitted by Sections 180.0855 through 180.0858 of the WBCL, the Registrant
has adopted indemnification provisions in its By-Laws which closely track the

<PAGE>

statutory indemnification provisions with certain exceptions. In particular,
Article VII of the Registrant's By-Laws provides that indemnification rights
will also extend to employees and certain agents of the Registrant, and that the
propriety of indemnification is to be determined (i) by the majority vote of a
quorum of the board of directors consisting of disinterested directors, or (ii)
if such quorum cannot be obtained or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by a vote of the shareholders.

In accordance with Section 180.0857 of the WBCL, Article VII of the Registrant's
by-laws allows the Registrant to purchase insurance for directors and officers.
Through insurance, the officers and directors of the Registrant are insured
against liability for acts or omissions related to the conduct of their duties.
The insurance covers certain liabilities that may arise under the Securities Act
of 1933, as amended (the "Securities Act").

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits

See Exhibit Index which follows the signature pages of this registration
statement.

Item 9.  Undertakings

         (a)   The undersigned Registrant hereby undertakes:

               (1)   To file, during any period in which offers or sales are
                     being made, a post-effective amendment to this Registration
                     Statement:

                     (i)   To include any prospectus required by Section 10(a)
                           (3) of the Securities Act;

                    (ii)   To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective Registration Statement; and

                    (iii)  To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the Registration Statement or any material change to
                           such information in the Registration Statement;

                     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                     do not apply if the information required to be included in
                     a post-effective amendment by those paragraphs is contained
                     in periodic reports filed with or furnished to the
                     Commission by the Registrant pursuant to Section 13 or
                     Section 15(d) of the Exchange Act that are incorporated by
                     reference in the Registration Statement.

               (2)   That, for the purpose of determining any liability under
                     the Securities Act, each such post-effective amendment
                     shall be deemed to be a new registration statement relating
                     to the securities offered herein, and the offering of such
                     securities at that time shall be deemed to be the initial
                     bona fide offering thereof.

<PAGE>

               (3)   To remove from registration by means of a post-effective
                     amendment any of the securities being registered which
                     remain unsold at the termination of the offering.

         (b)   The undersigned Registrant hereby undertakes that, for
               purposes of determining any liability under the Securities
               Act, each filing of the Registrant's annual report pursuant to
               Section 13(a) or Section 15(d) of the Exchange Act that is
               incorporated by reference in this Registration Statement shall
               be deemed to be a new registration statement relating to the
               securities offered herein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide
               offering thereof.

         (c)   Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of the Registrant pursuant to the foregoing
               provisions, or otherwise, the Registrant has been advised that in
               the opinion of the Securities and Exchange Commission such
               indemnification is against public policy as expressed in the Act
               and is, therefore, unenforceable.  In the event that a claim for
               indemnification against such liabilities (other than the payment
               by the Registrant of expenses incurred or paid by a director,
               officer or controlling person of the Registrant in the successful
               defense of any action, suit or proceeding) is asserted by such
               director, officer or controlling person in connection with the
               securities being registered, the Registrant will, unless in the
               opinion of its counsel the matter has been settled by controlling
               precedent, submit to a court of appropriate jurisdiction the
               question whether such indemnification by it is against public
               policy as expressed in the Securities Act and will be governed by
               the final adjudication of such issue.


<PAGE>


                        SIGNATURES AND POWERS OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Oak Creek, State of Wisconsin, on December 10, 2003.

                         TRI CITY BANKSHARES CORPORATION


                         By:      /s/  HENRY KARBINER, JR.
                                  --------------------------
                                  Henry Karbiner, Jr., President

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry Karbiner, Jr. and Andrew J.
Guzikowski, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

NAME & TITLE                                                          DATE


/s/  HENRY KARBINER, JR.
--------------------------------------------------------
Henry Karbiner, Jr.                                           December 10, 2003
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  RONALD K. PUETZ
--------------------------------------------------------
Ronald K. Puetz, President, Executive Vice President and      December 10, 2003
Director


/s/  SCOTT A. WILSON
--------------------------------------------------------
Scott A. Wilson, Senior Vice President and Secretary and      December 10, 2003
Director


/s/  ROBERT W. ORTH
--------------------------------------------------------
Robert W. Orth, Senior Vice President and Director            December 10, 2003





<PAGE>


/s/  THOMAS W. VIERTHALER
--------------------------------------------------------
Thomas W. Vierthaler, Vice President and Controller,          December 10, 2003
(Principal Accounting Officer)


/s/  FRANK J. BAUER
--------------------------------------------------------
Frank J. Bauer, Director                                      December 10, 2003


/s/  WILLIAM BERES
--------------------------------------------------------
William Beres, Director                                       December 10, 2003


/s/  SANFORD FEDDERLY
--------------------------------------------------------
Sanford Fedderly, Director                                    December 10, 2003


/s/  SCOTT D. GERARDIN
--------------------------------------------------------
Scott D. Gerardin, Director                                   December 10, 2003


/s/  WILLIAM GRAVITTER
--------------------------------------------------------
William Gravitter, Director                                   December 10, 2003


/s/  CHRIST KRANTZ
--------------------------------------------------------
Christ Krantz, Director                                       December 10, 2003


/s/  WILLIAM L. KOMISAR
--------------------------------------------------------
William L. Komisar, Director                                  December 10, 2003


/s/  AGATHA T. ULRICH
--------------------------------------------------------
Agatha T. Ulrich, Director                                    December 10, 2003


/s/  DAVID A. ULRICH, JR.
--------------------------------------------------------
David A. Ulrich, Jr., Director                                December 10, 2003


/s/  WILLIAM J. WERRY
--------------------------------------------------------
William J. Werry, Director                                    December 10, 2003





<PAGE>


                                  EXHIBIT INDEX




 Exhibit                                            Incorporated by      Filed
   No.                Description                    Reference from    Herewith
 -------
   5       Opinion of Whyte Hirschboeck Dudek S.C.                        X
           as to the legality of the stock being
           registered.

  23.1     Consent of Ernst & Young                                       X

  23.2     Consent of Whyte Hirschboeck Dudek S.C.                        X(1)

  24       Power of Attorney                                              X(2)

  99       Tri City Bankshares Corporation 2003 Stock                     X
           Purchase Plan

  (1)      Included as part of Exhibit 5 of this Registration Statement.

  (2) Included as part of the signature page of this Registration Statement.





<PAGE>


                                                                      Exhibit 5



                                                     December 30, 2003



Tri City Bankshares Corporation
6400 South 27th Street
Oak Creek, WI  53154


Ladies and Gentlemen:



         We have acted as counsel for Tri City Bankshares Corporation, a
Wisconsin corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the proposed sale by
the Company of up to 125,000 shares of the Company's common stock, $1.00 par
value (the "Common Stock") pursuant to the Tri City Bankshares Corporation 2003
Stock Purchase Plan (the "Plan").

         In such capacity, we have examined, among other documents, the Articles
of Incorporation of the Company, as amended, the Bylaws of the Company, as
amended, and the Registration Statement to be filed on or shortly after the date
of this letter covering the offering of the Company's Common Stock pursuant to
the Plan.

         Based on the foregoing and such additional investigation as we have
deemed necessary, it is our opinion that the shares of Common Stock to be
offered under the Plan have been legally and validly authorized under the
Articles of Incorporation of the Company and the laws of the State of Wisconsin.
When issued and paid for in accordance with the description set forth in the
Registration Statement and the Plan, the Common Stock will be legally issued,
fully-paid and non assessable, except as set forth in Wisconsin Statutes Section
180.0622(2)(b) as interpreted.

         We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of said Act.



                                                     Very truly yours,



                          WHYTE HIRSCHBOECK DUDEK S.C.





                          By:      /s/  ANDREW J. GUZIKOWSKI
                                   --------------------------
                                   Andrew J. Guzikowski


                                                                   Exhibit 23.1
<PAGE>

                         CONSENT OF INDEPENDENT AUDITORS



         We consent to the incorporation by reference of our report dated
February 7, 2003 except for Note 21 as to which date is February 28, 2003, with
respect to the consolidated financial statements of Tri City Bankshares
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 2002, incorporated by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the Tri City Bankshares Corporation 2003 Stock
Purchase Plan, filed with the Securities and Exchange Commission



                                                     /s/ Ernst & Young LLP





Milwaukee, Wisconsin

December 22, 2003

<PAGE>



                                                                     Exhibit 99

                         TRI CITY BANKSHARES CORPORATION

                            2003 STOCK PURCHASE PLAN

         The following is the 2003 Stock Purchase Plan of Tri City Bankshares
Corporation, a Wisconsin corporation (the "Company"):

         1. PURPOSE. The purpose of this Tri City Bankshares Corporation 2003
Stock Purchase Plan (the "2003 SPP") is to aid the Company and its subsidiaries
in obtaining and retaining key management personnel by providing them with an
opportunity to acquire an ownership interest in the Company by purchasing the
Company's common stock upon the terms and conditions set forth in this 2003 SPP.

         2. DEFINITIONS.

         (a) "Bank" means the Company's wholly owned banking subsidiary, Tri
              City National Bank.

         (b) "Board" means the Board of Directors of the Company.

         (c) "CEO" means the Company's president and Chief Executive Officer.

         (d) "Committee" means a committee consisting of the CEO and one or more
              other Officers appointed by the CEO to administer the 2003 SPP.
              The Committee shall report its actions to the Board.

         (e) "Director" means a duly-elected member of (i) the Board, or (ii)
              the board of directors of any Subsidiary.

         (f) "Minimum Purchase" means 100 shares (subject to adjustment as
              provided in Section 4).

         (g) "Officer" means any person in the full time employ of the Company,
the Bank or any Subsidiary (i) with a title equivalent to Vice President or
above, or (ii) who (A) has a lower officer title and has been employed by the
Company, the Bank or any Subsidiary on a continuous basis for not less than ten
(10) years.

         (h) "Purchase Limit" means during any calendar year that number of
Shares (rounded as provided in the last sentence of this paragraph) that can be
purchased by a Director or Officer during any Offering made under this 2003 SPP
for an aggregate Purchase Price equal to: (i) in the case of a Director who is
not an Officer, one hundred percent (100%) of the directors' fees (including
committee fees) paid or payable to such Director for service during the calendar
year preceding the date of the purchase; (ii) in the case of an Officer, ten
percent (10%) of the aggregate cash compensation paid or payable to such Officer
for services rendered during the calendar year preceding the date of purchase.
In all cases under clauses (i) and (ii) the Purchase Limit shall be rounded up
to the next 50 whole Share increment.

         (i) "Purchase Price" means a price per Share equal to the most-recently
established "Fair Market Value" of the Stock under the Company's Automatic
Dividend Reinvestment Plan ("DRIP") as the DRIP may be amended from time to
time, provided, that if at any time the DRIP is terminated, the Purchase Price
shall be determined by the Board in the same manner as "Fair Market Value" would
have been determined under the DRIP as it existed at the time of the termination
of the DRIP.

         (j) "Shares" means shares of Stock.

         (k) "Stock" means the Company's Common Stock, par value $1.00 per
share.

         (l) "Subsidiary" means the Bank and any other subsidiary of the Company
or the Bank, whether existing on the date of the adoption of this 2003 SPP or
organized or acquired thereafter.

<PAGE>

         3. ELIGIBILITY. To be eligible to purchase Shares under this 2003 SPP
the purchaser must be a Director or Officer of the Company on the date of
purchase.

         4. SHARES AVAILABLE FOR SALE. The maximum number of Shares which may be
sold by the Company under this 2003 SPP shall be One Hundred Twenty Five
Thousand (125,000). In the event of any change in the outstanding shares of
Stock that occurs after the adoption of this 2003 SPP by reason of a stock
dividend or split, recapitalization, merger, consolidation, combination,
spin-off, split-up, exchange of shares or other similar corporate change, the
aggregate number of shares of Stock authorized for issuance under the Plan shall
be automatically be deemed to be adjusted appropriately to reflect such change
(and such adjustment shall also be made to the definition of "Minimum Purchase"
in Section 2(f)). The shares to be issued under the Plan may consist, in whole
or in part, of authorized but unissued Stock, not reserved for any other
purpose; or Treasury Stock, not reserved for any other purpose.

         5. TERMINATION OF THE PLAN. This Plan shall terminate and no Shares may
be offered for sale or sold hereunder after the earlier to occur of (i) the date
upon which the maximum number of Shares which may be sold hereunder (as provided
in Section 4) have been sold; or (ii) the sale of Shares in the third (3rd)
Offering (as hereinafter defined) authorized hereunder has been completed (the
"Termination Date"); provided, however, that the Board may, in its sole
discretion, increase the maximum number of shares which may be sold and/or
extend the Termination Date.

         6. MANNER OF MAKING OFFER; DISCLOSURE.

         (a) During the month of January of each year this 2003 SPP is in effect
the Company shall conduct an "Offering" hereunder by delivering a written
"Offer" to each Director and Officer who in response to an inquiry from the
Committee has expressed interest in purchasing Shares hereunder stating: (i)
that an Offer is being made pursuant to the Tri City Bankshares Corporation 2003
Stock Purchase Plan; (ii) the Purchase Limit applicable to such offeree; (iii)
the Purchase Price at which such Shares may be purchased; and (iv) the
Expiration Date of the Offer.

         (b) Each Offering shall commence promptly following the Board's
establishment in January of the Fair Market Value under the DRIP for automatic
reinvestment by shareholders of dividends payable in that month (or if the DRIP
has been terminated, the Board's establishment of the "Purchase Price" as
provided in Section 2(i)), and shall remain open until the "Expiration Date" as
determined by the Committee, provided that the Expiration Date shall be not
earlier than (i) three (3) business days after the Company publicly announces
financial results for the Fiscal year ended on the next preceding December 31,
and (ii) the record date established by the Board for the next payment of cash
dividends to the Company's shareholders.

         (c) An Offer shall be accompanied by all of the following:

             (i)   A copy of this 2003 SPP in its current form at the
                   time the Offer is made;

             (ii)  A blank Subscription Agreement in substantially the form
                   of Exhibit A hereto to be completed by the offeree;

             (iii) A copy of the Company's most recent Annual Report to
                   Shareholders;

             (iv)  A copy of the Company's most recent Quarterly Report on
Form 10-Q as filed with the Securities and Exchange Commission and any Current
Reports on Form 8-K filed by the Company since the end of the quarter for which
such Quarterly Report was filed; and

             (v)   Such other information as the Committee deems necessary or
desirable to enable the offeree to make an informed investment decision with
respect to the Shares or to make the information specified in (i) through (iv),
above, not misleading; provided, that the Company shall not be required to
furnish any information to an offeree under this subsection (c) which it has not
or would not otherwise furnish to shareholders or the public in the ordinary
course.

<PAGE>

For so long as any Offering remains open, the Company shall provide all offerees
with updated disclosures (including, without limitation, a copy of the Company's
Current Report on Form 8-K filed to include a copy of the Statement of Condition
issued by the Company to its shareholders) as is necessary from time to time to
keep current the disclosures provided to the offeree in accordance with this
Section; provided, that such updated disclosure need not be provided to any
offeree who has notified the Company that he or she has no present intention to
purchase Shares.

         (d) During the period from the date the Offer is made until
certificates representing Shares purchased in such offering have been issued,
the Company shall have the right to rescind the Offer or temporarily suspend the
offeree's ability to purchase Shares under this 2003 SPP if, in the opinion of
the Committee, the Company would either be prohibited by law from offering or
selling its securities, or such offer or sale would cause the Company to become
subject to any filing, registration, or disclosure requirement to which it was
not subject at the time such Offering was commenced, or would result in a
material risk of a violation of any applicable federal or state securities law.
The Company shall provide written notice of such rescission or suspension to the
offeree affected thereby, which notice may but need not provide any reason
therefor.

         7. PURCHASE OF SHARES.

         The terms and conditions of the sale and purchase of Shares under this
2003 SPP are as follows:

         (a) To purchase offered Shares, a Director or Officer shall deliver to
the Company on or prior to the Expiration Date, a completed and signed
Irrevocable Subscription Agreement in the form of Exhibit A hereto accompanied
by the aggregate Purchase Price for such Shares in full.

         (b) Any Director or Officer who is offered Shares under this 2003 SPP
may elect to purchase fewer Shares than his or her Purchase Limit, provided that
all purchases shall be made in an integral multiple of 50 Shares.

         (c) Notwithstanding the irrevocable nature of a Subscription Agreement
hereunder, the Company shall be under no obligation to issue the Shares
subscribed for unless and until the Company has both (i) accepted such
Subscription Agreement and (ii) issued certificates for the Shares subscribed
for.

         8. PURCHASE LIMIT NOT CUMULATIVE. A Director or Officer who elects to
purchase fewer shares than the Purchase Limit applicable to him or her in any
particular Offering shall not be entitled to any increase in his or her Purchase
Limit in any subsequent Offering.

         9. INCIDENTS OF OWNERSHIP. Upon the issuance to a Director or Officer
of certificates representing Shares purchased under this 2003 SPP, all incidents
of ownership shall be enjoyed by the Director or Officer holding such Shares,
including (without limitation) the right to receive the payment of dividends and
voting rights ratably and on the same basis as all other stockholders. All
certificates representing Shares purchased under this 2003 SPP shall be
registered in the individual name of the Director or Officer purchasing such
Shares. The date of the issuance of Certificates for Shares purchased hereunder
in any particular Offering shall be not earlier than the Expiration Date of such
Offering.

         10. TRANSFER RESTRICTIONS. The right to purchase Shares under this 2003
SPP is personal and requires that the offeree be a Director or Officer on the
date of such purchase. A Director or Officer may not transfer all or any portion
of his or her right to purchase Shares hereunder under this 2003 SPP or any
interest therein.

         11. ADMINISTRATION AND AMENDMENT OF THIS 2003 SPP.

         (a) The Board may, from time to time, make such amendments, changes in
and additions to this 2003 SPP as it may deem proper and may terminate this 2003
SPP at any time. If this 2003 SPP is terminated by the Board after any Director
or Officer has tendered the Purchase Price for any Shares subscribed for but
before certificates representing such Shares have been issued to him or her,
such Purchase Price shall be returned to the Director or Officer in full.

<PAGE>

         (b) This 2003 SPP shall be administered by the Committee.

         (c) The interpretation and construction of any provision of this 2003
             SPP by the Committee shall be final and conclusive.

         (d) No member of the Board, the Committee, the CEO or any other
officer, director or employee of the Company or any Subsidiary shall be liable
for any action or determination made in good faith with respect to this 2003
SPP.

         This Tri City Bankshares Corporation 2003 Stock Purchase Plan was
approved an adopted by the Board of Directors of Tri City Bankshares Corporation
by resolution on December 10, 2003.



                                    /s/  SCOTT A. WILSON
                                    -----------------------------
                                    Secretary

<PAGE>




                        Exhibit A to Stock Purchase Plan

                       IRREVOCABLE SUBSCRIPTION AGREEMENT

                         Tri City Bankshares Corporation
                      2003 Stock Purchase Plan ("2003 SPP")

     THE SECURITIES SUBSCRIBED FOR HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
     HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE DISCLOSURES
     CONTAINED IN THIS SUBSCRIPTION AGREEMENT OR THE APPENDICES. ANY
     REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     THE SECURITIES SUBSCRIBED FOR ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE
     NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

     AN INVESTMENT IN THE SECURITIES SUBSCRIBED FOR INVOLVES CERTAIN RISKS.
     SEE "RISK FACTORS" BELOW.

Subscriber Name:            __________________________________ ("Subscriber")
                                                                 ----------
Number of Shares
Subscribed For:
                            ____________________   The Number of Shares
                                                   Subscribed for (i) must be
                                                   an integral multiple of
                                                   fifty (50) Shares; and (ii)
                                                   may not exceed the Purchase
                                                   Limit applicable to
                                                   Subscribed under the 2003
                                                   SPP
Purchase Price Per Share:

                            $-------------------
Aggregate Purchase Price:

                            $-------------------
         The undersigned Subscriber hereby subscribes for and offers to purchase
that number of shares set forth above opposite "Number of Shares Subscribed For"
of the $1.00 par value common stock ("Shares") of Tri City Bankshares
Corporation, a Wisconsin corporation ("Company") for the Purchase Price Per
Share set forth above. The Aggregate Purchase Price set forth above is tendered
herewith. This purchase is being made pursuant to the Tri City Bankshares
Corporation 2003 Stock Purchase Plan (the "2003 SPP").



         AS AN INDUCEMENT to the Company to accept this Subscription Agreement,
Subscriber represents, warrants, covenants, and agrees that:

         1.   Information Provided. Subscriber has received and carefully
              reviewed a copy of the 2003 SPP together with all of the materials
              described in Section 6 of the 2003 SPP ("Disclosure Materials").
              In subscribing for the Shares, Subscriber is relying solely upon
              the foregoing and upon Subscriber's (and Subscriber's independent
              advisors') independent investigation of the Company, and has not
              relied upon any other offering materials or representations,
              written or oral.

         2.   Risk Factors. Subscriber has been informed and is aware of the
              Risk Factors appearing below.


<PAGE>

                                  RISK FACTORS

     THE SHARES OF COMPANY COMMON STOCK ARE THINLY TRADED AND AN INVESTMENT IN
     THE SHARES SUBSCRIBED FOR INVOLVES VARIOUS RISKS, INCLUDING, WITHOUT
     LIMITATION: (1) THE RISK THAT THE VALUE OF THE SHARES SUBSCRIBED FOR MAY
     DECLINE; AND (2) THE RISK THAT SUBSCRIBER MAY BE UNABLE TO LIQUIDATE HIS OR
     HER INVESTMENT AT A TIME WHEN IT BECOMES NECESSARY OR DESIRABLE TO DO SO.

     THE COMPANY IS SUBJECT TO VARIOUS RISKS IN THE OPERATION OF ITS BUSINESS,
     WHICH RISKS ARE DESCRIBED UNDER THE CAPTION "CAUTIONARY STATEMENTS RELATING
     TO FORWARD-LOOKING INFORMATION AND RISK FACTORS" IN EXHIBIT 99.2 TO THE
     COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-K AS FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION AND IN ANY FILING WITH THE SECURITIES
     AND EXCHANGE COMMISSION MADE BY THE COMPANY SUBSEQUENT TO THE FILING OF
     SUCH ANNUAL REPORT.

     THE PRICE AT WHICH THE SHARES ARE SUBSCRIBED FOR IS EQUAL TO THE "FAIR
     MARKET VALUE" OF THE SHARES AS DETERMINED UNDER THE COMPANY'S AUTOMATIC
     DIVIDEND REINVESTMENT PLAN AND MAY NOT NECESSARILY REFLECT THE PRICE AT
     WHICH SHARES COULD BE PURCHASED IN OPEN-MARKET TRANSACTIONS OR PRIVATELY
     EITHER AT THE TIME THE OFFER WAS MADE TO SUBSCRIBER OR AT THE TIME THAT THE
     SHARES ARE ISSUED TO SUBSCRIBER, WHICH OPEN-MARKET OR PRIVATE TRANSACTION
     PRICE MAY BE HIGHER OR LOWER THAN THE PRICE AT WHICH SHARES ARE SUBSCRIBED
     FOR HEREBY.

     THIS SUBSCRIPTION AGREEMENT IS IRREVOCABLE AND THE ISSUANCE OF THE SHARES
     TO SUBSCRIBER IS CONDITIONED ONLY UPON THE COMPANY'S ACCEPTANCE HEREOF.

     THE COMPANY MAY TERMINATE THE 2003 SPP AT ANY TIME, INCLUDING PRIOR TO ITS
     ISSUANCE OF THE SHARES SUBSCRIBED FOR, IN WHICH EVENT THE SUBSCRIBER WILL
     HAVE ONLY THE RIGHT TO RECEIVE A REFUND OF THE SUBSCRIPTION PRICE AND NO
     RIGHT OR ENTITLEMENT TO HAVE THE SHARES ISSUED TO HIM OR HER.

       3.       SUBSCRIBER IS FINANCIALLY ABLE TO ACCEPT RISKS OF INVESTMENT.
                Subscriber is financially able to accept the risks associated
                with an investment in the Shares and is able to bear the risks
                of the investment, including the risk of lack of liquidity and
                the risk of potential decline in value of Subscriber's
                investment.

       4.       SUBSCRIBER HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE. Subscriber
                has sufficient knowledge and experience in financial and
                business matters to be fully aware of and evaluate the merits
                and risks of this investment. Subscriber has reviewed and
                understands the material aspects of an investment in the Shares
                with such advice from qualified sources, such as attorneys,
                accountants, or tax advisers, as Subscriber has deemed necessary
                or advisable.

       5.       RIGHT AND AUTHORITY TO SUBSCRIBE FOR AND OWN SHARES; NO UNDUE
                INFLUENCE. Subscriber meets the eligibility requirements of
                Section 3 of the 2003 SPP, and has full right and authority to
                execute, deliver and perform this Agreement and to acquire and
                own the Shares. Subscriber is not an incompetent or spendthrift,
                and is not under any undue influence, or any influence which
                would impair Subscriber's judgment in any manner.

       6.       SURVIVAL OF PROVISIONS. All covenants, agreements,
                representations and warranties made in this Agreement shall
                survive the delivery of the Shares being purchased hereunder to
                Subscriber and the payment for the Shares and, notwithstanding
                any prior or subsequent investigation made by the Company or
                Subscriber or on the Company's or Subscriber's behalf, shall
                continue in full force and effect. Whenever in this Agreement

<PAGE>

                any of the parties hereto is referred to, such reference shall
                be deemed to include the successors and assigns of such party;
                and all covenants, promises and agreements in this Agreement
                contained by or on behalf of the Company, or by or on behalf of
                Subscriber, shall bind and inure to the benefit of the
                successors and assigns of such parties.

       7.       NO INSIDE INFORMATION. Subscriber is not aware of any material
                information about the financial condition, business or prospects
                of the Company or any Subsidiary which is not set forth in the
                materials delivered to Subscriber in connection with the Offer.

       8.       NO EMPLOYMENT CONTRACT. Subscriber acknowledges and agrees that
                neither the offer of shares to him or her pursuant to the 2003
                SPP, nor the execution, delivery, or acceptance of this
                Subscription Agreement or the sale and delivery of the Shares
                subscribed for to Subscriber shall in any way constitute an
                offer of employment, employment contract, or continued
                employment between Subscriber and the Company or any Subsidiary.

       9.       COMPLIANCE  WITH LAWS.  Subscriber  agrees to comply with any
                legal  requirement  applicable to him or her in connection  with
                his or her purchase of the Shares and any subsequent disposition
                of such Shares including,  without limitation (i) any
                requirement  applicable to Subscriber to file a report of
                beneficial  ownership under  Section 16 of the Securities and
                Exchange Act of 1934, as amended, and the regulations of the
                Securities and Exchange Commission  thereunder,  including
                the requirement that the Subscriber pay over to the Company any
                profits made (or loss avoided)  pursuant to Section 16; (ii)
                any requirement applicable to Subscriber to file a notice of
                intent to dispose of all or any of such Shares on Form 144
                prescribed  under  Rule 144 under the  Securities  Act of 1933;
                and  (iii) any  new or  different  reporting requirement that
                may be imposed by the securities laws in general.

       10.      CHOICE OF LAW. This Subscription Agreement shall be construed
                and enforced in accordance with the internal laws of the State
                of Wisconsin. This Agreement cannot be changed orally, but only
                by an instrument in writing signed by the party against whom
                enforcement of any waiver, change, modification or discharge is
                sought, notwithstanding any course of dealings, oral
                representations, or reliance to the contrary.

         This Subscription Agreement has been executed by Subscriber and
initialed on each page by Subscriber and delivered in duplicate on the date set
forth below. Upon its acceptance by the Company, this Subscription Agreement
will become binding and one copy will be given or sent to Subscriber.



<PAGE>




The foregoing is acknowledged and agreed to as of the following date: ________.



                 Subscriber's Signature:     __________________________________
                     Print or Type Name:     __________________________________





                                   ACCEPTANCE



         The foregoing is hereby accepted by Tri City Bankshares Corporation as
of the date indicated below.



                                  TRI CITY BANKSHARES CORPORATION,
                                  a Wisconsin corporation

                                  By:       ______________________________
                                  Date      ______________________________
[{"type": "S-8", "sequence": "1", "filename": "forms8_2003.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 49815}]
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As filed with theSecurities and Exchange Commission on December 30, 2003.

                                                    Registration No. 333-______
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         TRI CITY BANKSHARES CORPORATION
             (Exact name of registrant as specified in its charter)

       Wisconsin                                                  39-1158740
(State of Incorporation)                               I.R.S. Employer I.D. No.

                  6400 South 27th Street, Oak Creek, Wisconsin
                    (Address of Principal Executive Offices)

                                      53154
                                   (Zip Code)

                         TRI CITY BANKSHARES CORPORATION
                            2003 STOCK PURCHASE PLAN
                            (Full title of the plan)

                               Henry Karbiner, Jr.
                                    President
                         Tri City Bankshares Corporation
                             6400 South 27th Street
                           Oak Creek, Wisconsin 53154
                     (Name and address of agent for service)

                                  414-761-1610
          (Telephone number, including area code of agent for service)

                                 With a copy to:
                              Andrew J. Guzikowski
                          Whyte Hirschboeck Dudek S.C.
                              555 East Wells Street
                                   Suite 1900
                         Milwaukee, Wisconsin 53202-3819
                                 (414) 273-2100
CALCULATION OF REGISTRATION FEE
                                                            Proposed maximum    Proposed maximum
                                          Amount to be       offering price        aggregate           Amount of
Title of Securities to be registered     registered (1)      per share (2)     offering price (2)   Registration Fee
Common Stock, par value $1.00 per        125,000 shares          $25.00              $25.00             $253.00
share
-------------------------------------

(1)      In addition, pursuant to Rule 416(a) under the Securities Act of 1933
         (the "Securities Act"), this registration statement also covers an
         indeterminate number of shares of Common Stock pursuant to certain
         anti-dilution provisions contained in the plan described herein.

(2)      Estimated solely for the purpose of computing the registration fee
         pursuant to Rule 457(c), based on the bid price of the Common Stock
         ($25.00) obtained from an independent broker on December 29, 2003
         (according to such independent broker, no "ask" price was available on
         such date). The actual offering price of the Common Stock will be
         determined in accordance with the terms of the plan.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

The document(s) containing the information specified in Item 1 of Part I of Form
S-8 will be sent or given to participating employees as specified in Rule
428(b)(1) and are not required to be filed as part of this Registration
Statement.

Item 2.  Registrant Information and Employee Plan Annual Information

The document(s) containing the information specified in Item 2 of Part I of Form
S-8 will be sent or given to participating employees as specified in Rule
428(b)(1) and are not required to be filed as part of this Registration
Statement.

         PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by the Registrant with the Securities
Exchange Commission are incorporated herein by reference:

(a)      The Registrant's annual report on Form 10-K for the fiscal year ended
         December 31, 2002.

(b)      The Registrant's quarterly report on Form 10-Q for the fiscal quarter
         ended March 31, 2003.

(c)      The Registrant's quarterly report on Form 10-Q for the fiscal quarter
         ended June 30, 2003.

(d)      The Registrant's quarterly report on Form 10-Q for the fiscal quarter
         ended September 30, 2003. The Registrant's current report on Form 8-K
         filed on April 18, 2003.

(e)      The Registrant's current report on Form 8-K filed on July 18, 2003.

(f)      The Registrant's current report on Form 8-K filed on August 20, 2003.

(g)      The Registrant's current report on Form 8-K filed on October 17, 2003.

(h)      The Registrant's Definitive Proxy Statement and Proxy for 2003 on Form
         DEF 14A filed on April 30, 2003.

(i)      The description of the Registrant's Common Stock contained in the
         registration statement filed pursuant to Section 12 of the Securities
         Exchange Act of 1934 (the "Exchange Act") and all amendments thereto or
         reports filed for the purpose of updating such description.

(j)      All reports and other documents subsequently filed by the Registrant or
         the Plan pursuant to sections 13(a), 13(c), 14 and 15(d) of the
         Exchange Act, prior to the filing of a post-effective amendment which
         indicates that all securities offered have been sold or which
         deregisters all securities then remaining unsold, shall be deemed to be
         incorporated by reference herein and to be a part hereof from the date
         of filing of such documents.

Item 4.  Description of the Securities

Not applicable; see Item 3, paragraph (i).
Item 5.  Interests of Named Experts and Counsel

Not applicable.

Item 6.  Indemnification of Directors and Officers

Section 180.0851 of the Wisconsin Business Corporation Law ("WBCL") requires a
corporation to indemnify a director or officer, to the extent such person is
successful on the merits or otherwise in the defense of a proceeding, for all
reasonable expenses incurred in the proceeding, if such person was a party to
such proceeding because he or she was a director or officer of the corporation.
In all other cases, a corporation is required to indemnify a director or officer
against liability incurred by such person in a proceeding to which such person
was a party because he or she was a director or officer of the corporation,
unless liability was incurred because he or she breached or failed to perform a
duty owed to the corporation and such breach or failure to perform constitutes:
(i) a willful failure to deal fairly with the corporation or its shareholders in
connection with a matter in which the director or officer has a material
conflict of interest; (ii) a violation of criminal law, unless the director or
officer had reasonable cause to believe his or her conduct was unlawful; (iii) a
transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct. A corporation's articles of incorporation
may limit its obligation to indemnify officers and directors under the mandatory
indemnification provisions.

Section 810.0858 of the WBCL provides that, subject to certain limitations, the
mandatory indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under the articles of incorporation or by-laws of the corporation, a written
agreement between the director or officer and the corporation, or a resolution
of the board of directors or the shareholders.

Unless otherwise provided in the corporation's articles of incorporation or
by-laws, or by written agreement between the director or officer and the
corporation, an officer or director seeking indemnification is entitled to
indemnification if approved in any of the following manners as specified in
Section 180.0855 of the WBCL: (i) by majority vote of a disinterested quorum of
the board of directors or committee consisting of disinterested directors; (ii)
by independent legal counsel chosen by a majority vote of a disinterested quorum
of the board of directors or a committee consisting of disinterested directors;
(iii) by a panel of three arbitrators (one of which is chosen by disinterested
directors as described above); (iv) by the vote of the shareholders; (v) by a
court; or (vi) by any other method permitted in Section 180.0858 of the WBCL.

Pursuant to Section 180.0853 of the WBCL, reasonable expenses incurred by a
director or officer who is a party to a proceeding may be reimbursed by the
corporation at such time as the director or officer furnishes to the corporation
written affirmation of his or her good faith that he or she has not breached or
failed to perform his or her duties and written confirmation to repay any
amounts advanced if it is determined that indemnification by the corporation is
not required.

Section 180.0859 of the WBCL provides that it is the public policy of the State
of Wisconsin to require or permit indemnification, allowance of expenses or
insurance to the extent required or permitted under Sections 180.0850 to
180.0858 of the WBCL for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating the offer,
sale or purchase of securities.

Section 180.0857 of the WBCL permits the Company to purchase insurance on behalf
of a director or officer of the corporation against liability incurred by such
person in his or her capacity as a director or officer or arising from his or
her status as a director or officer regardless of whether the corporation is
required or authorized to indemnify or allow expenses to such person against the
same liability under Sections 180.0851 to 180.0858 of the WBCL.

Under Section 180.0828 of the WBCL, a director of a corporation is not
personally liable for breach of any duty resulting solely from his or her status
as a director, unless it shall be proved that the director's conduct constituted
conduct described in the first paragraph of this item.

As permitted by Sections 180.0855 through 180.0858 of the WBCL, the Registrant
has adopted indemnification provisions in its By-Laws which closely track the
statutory indemnification provisions with certain exceptions. In particular,
Article VII of the Registrant's By-Laws provides that indemnification rights
will also extend to employees and certain agents of the Registrant, and that the
propriety of indemnification is to be determined (i) by the majority vote of a
quorum of the board of directors consisting of disinterested directors, or (ii)
if such quorum cannot be obtained or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by a vote of the shareholders.

In accordance with Section 180.0857 of the WBCL, Article VII of the Registrant's
by-laws allows the Registrant to purchase insurance for directors and officers.
Through insurance, the officers and directors of the Registrant are insured
against liability for acts or omissions related to the conduct of their duties.
The insurance covers certain liabilities that may arise under the Securities Act
of 1933, as amended (the "Securities Act").

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits

See Exhibit Index which follows the signature pages of this registration
statement.

Item 9.  Undertakings

         (a)   The undersigned Registrant hereby undertakes:

               (1)   To file, during any period in which offers or sales are
                     being made, a post-effective amendment to this Registration
                     Statement:

                     (i)   To include any prospectus required by Section 10(a)
                           (3) of the Securities Act;

                    (ii)   To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective Registration Statement; and

                    (iii)  To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the Registration Statement or any material change to
                           such information in the Registration Statement;

                     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                     do not apply if the information required to be included in
                     a post-effective amendment by those paragraphs is contained
                     in periodic reports filed with or furnished to the
                     Commission by the Registrant pursuant to Section 13 or
                     Section 15(d) of the Exchange Act that are incorporated by
                     reference in the Registration Statement.

               (2)   That, for the purpose of determining any liability under
                     the Securities Act, each such post-effective amendment
                     shall be deemed to be a new registration statement relating
                     to the securities offered herein, and the offering of such
                     securities at that time shall be deemed to be the initial
                     bona fide offering thereof.
(3)   To remove from registration by means of a post-effective
                     amendment any of the securities being registered which
                     remain unsold at the termination of the offering.

         (b)   The undersigned Registrant hereby undertakes that, for
               purposes of determining any liability under the Securities
               Act, each filing of the Registrant's annual report pursuant to
               Section 13(a) or Section 15(d) of the Exchange Act that is
               incorporated by reference in this Registration Statement shall
               be deemed to be a new registration statement relating to the
               securities offered herein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide
               offering thereof.

         (c)   Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of the Registrant pursuant to the foregoing
               provisions, or otherwise, the Registrant has been advised that in
               the opinion of the Securities and Exchange Commission such
               indemnification is against public policy as expressed in the Act
               and is, therefore, unenforceable.  In the event that a claim for
               indemnification against such liabilities (other than the payment
               by the Registrant of expenses incurred or paid by a director,
               officer or controlling person of the Registrant in the successful
               defense of any action, suit or proceeding) is asserted by such
               director, officer or controlling person in connection with the
               securities being registered, the Registrant will, unless in the
               opinion of its counsel the matter has been settled by controlling
               precedent, submit to a court of appropriate jurisdiction the
               question whether such indemnification by it is against public
               policy as expressed in the Securities Act and will be governed by
               the final adjudication of such issue.
SIGNATURES AND POWERS OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Oak Creek, State of Wisconsin, on December 10, 2003.

                         TRI CITY BANKSHARES CORPORATION

                         By:      /s/  HENRY KARBINER, JR.
                                  --------------------------
                                  Henry Karbiner, Jr., President

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry Karbiner, Jr. and Andrew J.
Guzikowski, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

NAME & TITLE                                                          DATE

/s/  HENRY KARBINER, JR.
--------------------------------------------------------
Henry Karbiner, Jr.                                           December 10, 2003
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  RONALD K. PUETZ
--------------------------------------------------------
Ronald K. Puetz, President, Executive Vice President and      December 10, 2003
Director

/s/  SCOTT A. WILSON
--------------------------------------------------------
Scott A. Wilson, Senior Vice President and Secretary and      December 10, 2003
Director

/s/  ROBERT W. ORTH
--------------------------------------------------------
Robert W. Orth, Senior Vice President and Director            December 10, 2003
/s/  THOMAS W. VIERTHALER
--------------------------------------------------------
Thomas W. Vierthaler, Vice President and Controller,          December 10, 2003
(Principal Accounting Officer)

/s/  FRANK J. BAUER
--------------------------------------------------------
Frank J. Bauer, Director                                      December 10, 2003

/s/  WILLIAM BERES
--------------------------------------------------------
William Beres, Director                                       December 10, 2003

/s/  SANFORD FEDDERLY
--------------------------------------------------------
Sanford Fedderly, Director                                    December 10, 2003

/s/  SCOTT D. GERARDIN
--------------------------------------------------------
Scott D. Gerardin, Director                                   December 10, 2003

/s/  WILLIAM GRAVITTER
--------------------------------------------------------
William Gravitter, Director                                   December 10, 2003

/s/  CHRIST KRANTZ
--------------------------------------------------------
Christ Krantz, Director                                       December 10, 2003

/s/  WILLIAM L. KOMISAR
--------------------------------------------------------
William L. Komisar, Director                                  December 10, 2003

/s/  AGATHA T. ULRICH
--------------------------------------------------------
Agatha T. Ulrich, Director                                    December 10, 2003

/s/  DAVID A. ULRICH, JR.
--------------------------------------------------------
David A. Ulrich, Jr., Director                                December 10, 2003

/s/  WILLIAM J. WERRY
--------------------------------------------------------
William J. Werry, Director                                    December 10, 2003
EXHIBIT INDEX

 Exhibit                                            Incorporated by      Filed
   No.                Description                    Reference from    Herewith
 -------
   5       Opinion of Whyte Hirschboeck Dudek S.C.                        X
           as to the legality of the stock being
           registered.

  23.1     Consent of Ernst & Young                                       X

  23.2     Consent of Whyte Hirschboeck Dudek S.C.                        X(1)

  24       Power of Attorney                                              X(2)

  99       Tri City Bankshares Corporation 2003 Stock                     X
           Purchase Plan

  (1)      Included as part of Exhibit 5 of this Registration Statement.

  (2) Included as part of the signature page of this Registration Statement.
Exhibit 5

                                                     December 30, 2003

Tri City Bankshares Corporation
6400 South 27th Street
Oak Creek, WI  53154

Ladies and Gentlemen:

         We have acted as counsel for Tri City Bankshares Corporation, a
Wisconsin corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the proposed sale by
the Company of up to 125,000 shares of the Company's common stock, $1.00 par
value (the "Common Stock") pursuant to the Tri City Bankshares Corporation 2003
Stock Purchase Plan (the "Plan").

         In such capacity, we have examined, among other documents, the Articles
of Incorporation of the Company, as amended, the Bylaws of the Company, as
amended, and the Registration Statement to be filed on or shortly after the date
of this letter covering the offering of the Company's Common Stock pursuant to
the Plan.

         Based on the foregoing and such additional investigation as we have
deemed necessary, it is our opinion that the shares of Common Stock to be
offered under the Plan have been legally and validly authorized under the
Articles of Incorporation of the Company and the laws of the State of Wisconsin.
When issued and paid for in accordance with the description set forth in the
Registration Statement and the Plan, the Common Stock will be legally issued,
fully-paid and non assessable, except as set forth in Wisconsin Statutes Section
180.0622(2)(b) as interpreted.

         We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of said Act.

                                                     Very truly yours,

                          WHYTE HIRSCHBOECK DUDEK S.C.

                          By:      /s/  ANDREW J. GUZIKOWSKI
                                   --------------------------
                                   Andrew J. Guzikowski

                                                                   Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS

         We consent to the incorporation by reference of our report dated
February 7, 2003 except for Note 21 as to which date is February 28, 2003, with
respect to the consolidated financial statements of Tri City Bankshares
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 2002, incorporated by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the Tri City Bankshares Corporation 2003 Stock
Purchase Plan, filed with the Securities and Exchange Commission

                                                     /s/ Ernst & Young LLP

Milwaukee, Wisconsin

December 22, 2003
Exhibit 99

                         TRI CITY BANKSHARES CORPORATION

                            2003 STOCK PURCHASE PLAN

         The following is the 2003 Stock Purchase Plan of Tri City Bankshares
Corporation, a Wisconsin corporation (the "Company"):

         1. PURPOSE. The purpose of this Tri City Bankshares Corporation 2003
Stock Purchase Plan (the "2003 SPP") is to aid the Company and its subsidiaries
in obtaining and retaining key management personnel by providing them with an
opportunity to acquire an ownership interest in the Company by purchasing the
Company's common stock upon the terms and conditions set forth in this 2003 SPP.

         2. DEFINITIONS.

         (a) "Bank" means the Company's wholly owned banking subsidiary, Tri
              City National Bank.

         (b) "Board" means the Board of Directors of the Company.

         (c) "CEO" means the Company's president and Chief Executive Officer.

         (d) "Committee" means a committee consisting of the CEO and one or more
              other Officers appointed by the CEO to administer the 2003 SPP.
              The Committee shall report its actions to the Board.

         (e) "Director" means a duly-elected member of (i) the Board, or (ii)
              the board of directors of any Subsidiary.

         (f) "Minimum Purchase" means 100 shares (subject to adjustment as
              provided in Section 4).

         (g) "Officer" means any person in the full time employ of the Company,
the Bank or any Subsidiary (i) with a title equivalent to Vice President or
above, or (ii) who (A) has a lower officer title and has been employed by the
Company, the Bank or any Subsidiary on a continuous basis for not less than ten
(10) years.

         (h) "Purchase Limit" means during any calendar year that number of
Shares (rounded as provided in the last sentence of this paragraph) that can be
purchased by a Director or Officer during any Offering made under this 2003 SPP
for an aggregate Purchase Price equal to: (i) in the case of a Director who is
not an Officer, one hundred percent (100%) of the directors' fees (including
committee fees) paid or payable to such Director for service during the calendar
year preceding the date of the purchase; (ii) in the case of an Officer, ten
percent (10%) of the aggregate cash compensation paid or payable to such Officer
for services rendered during the calendar year preceding the date of purchase.
In all cases under clauses (i) and (ii) the Purchase Limit shall be rounded up
to the next 50 whole Share increment.

         (i) "Purchase Price" means a price per Share equal to the most-recently
established "Fair Market Value" of the Stock under the Company's Automatic
Dividend Reinvestment Plan ("DRIP") as the DRIP may be amended from time to
time, provided, that if at any time the DRIP is terminated, the Purchase Price
shall be determined by the Board in the same manner as "Fair Market Value" would
have been determined under the DRIP as it existed at the time of the termination
of the DRIP.

         (j) "Shares" means shares of Stock.

         (k) "Stock" means the Company's Common Stock, par value $1.00 per
share.

         (l) "Subsidiary" means the Bank and any other subsidiary of the Company
or the Bank, whether existing on the date of the adoption of this 2003 SPP or
organized or acquired thereafter.
3. ELIGIBILITY. To be eligible to purchase Shares under this 2003 SPP
the purchaser must be a Director or Officer of the Company on the date of
purchase.

         4. SHARES AVAILABLE FOR SALE. The maximum number of Shares which may be
sold by the Company under this 2003 SPP shall be One Hundred Twenty Five
Thousand (125,000). In the event of any change in the outstanding shares of
Stock that occurs after the adoption of this 2003 SPP by reason of a stock
dividend or split, recapitalization, merger, consolidation, combination,
spin-off, split-up, exchange of shares or other similar corporate change, the
aggregate number of shares of Stock authorized for issuance under the Plan shall
be automatically be deemed to be adjusted appropriately to reflect such change
(and such adjustment shall also be made to the definition of "Minimum Purchase"
in Section 2(f)). The shares to be issued under the Plan may consist, in whole
or in part, of authorized but unissued Stock, not reserved for any other
purpose; or Treasury Stock, not reserved for any other purpose.

         5. TERMINATION OF THE PLAN. This Plan shall terminate and no Shares may
be offered for sale or sold hereunder after the earlier to occur of (i) the date
upon which the maximum number of Shares which may be sold hereunder (as provided
in Section 4) have been sold; or (ii) the sale of Shares in the third (3rd)
Offering (as hereinafter defined) authorized hereunder has been completed (the
"Termination Date"); provided, however, that the Board may, in its sole
discretion, increase the maximum number of shares which may be sold and/or
extend the Termination Date.

         6. MANNER OF MAKING OFFER; DISCLOSURE.

         (a) During the month of January of each year this 2003 SPP is in effect
the Company shall conduct an "Offering" hereunder by delivering a written
"Offer" to each Director and Officer who in response to an inquiry from the
Committee has expressed interest in purchasing Shares hereunder stating: (i)
that an Offer is being made pursuant to the Tri City Bankshares Corporation 2003
Stock Purchase Plan; (ii) the Purchase Limit applicable to such offeree; (iii)
the Purchase Price at which such Shares may be purchased; and (iv) the
Expiration Date of the Offer.

         (b) Each Offering shall commence promptly following the Board's
establishment in January of the Fair Market Value under the DRIP for automatic
reinvestment by shareholders of dividends payable in that month (or if the DRIP
has been terminated, the Board's establishment of the "Purchase Price" as
provided in Section 2(i)), and shall remain open until the "Expiration Date" as
determined by the Committee, provided that the Expiration Date shall be not
earlier than (i) three (3) business days after the Company publicly announces
financial results for the Fiscal year ended on the next preceding December 31,
and (ii) the record date established by the Board for the next payment of cash
dividends to the Company's shareholders.

         (c) An Offer shall be accompanied by all of the following:

             (i)   A copy of this 2003 SPP in its current form at the
                   time the Offer is made;

             (ii)  A blank Subscription Agreement in substantially the form
                   of Exhibit A hereto to be completed by the offeree;

             (iii) A copy of the Company's most recent Annual Report to
                   Shareholders;

             (iv)  A copy of the Company's most recent Quarterly Report on
Form 10-Q as filed with the Securities and Exchange Commission and any Current
Reports on Form 8-K filed by the Company since the end of the quarter for which
such Quarterly Report was filed; and

             (v)   Such other information as the Committee deems necessary or
desirable to enable the offeree to make an informed investment decision with
respect to the Shares or to make the information specified in (i) through (iv),
above, not misleading; provided, that the Company shall not be required to
furnish any information to an offeree under this subsection (c) which it has not
or would not otherwise furnish to shareholders or the public in the ordinary
course.
For so long as any Offering remains open, the Company shall provide all offerees
with updated disclosures (including, without limitation, a copy of the Company's
Current Report on Form 8-K filed to include a copy of the Statement of Condition
issued by the Company to its shareholders) as is necessary from time to time to
keep current the disclosures provided to the offeree in accordance with this
Section; provided, that such updated disclosure need not be provided to any
offeree who has notified the Company that he or she has no present intention to
purchase Shares.

         (d) During the period from the date the Offer is made until
certificates representing Shares purchased in such offering have been issued,
the Company shall have the right to rescind the Offer or temporarily suspend the
offeree's ability to purchase Shares under this 2003 SPP if, in the opinion of
the Committee, the Company would either be prohibited by law from offering or
selling its securities, or such offer or sale would cause the Company to become
subject to any filing, registration, or disclosure requirement to which it was
not subject at the time such Offering was commenced, or would result in a
material risk of a violation of any applicable federal or state securities law.
The Company shall provide written notice of such rescission or suspension to the
offeree affected thereby, which notice may but need not provide any reason
therefor.

         7. PURCHASE OF SHARES.

         The terms and conditions of the sale and purchase of Shares under this
2003 SPP are as follows:

         (a) To purchase offered Shares, a Director or Officer shall deliver to
the Company on or prior to the Expiration Date, a completed and signed
Irrevocable Subscription Agreement in the form of Exhibit A hereto accompanied
by the aggregate Purchase Price for such Shares in full.

         (b) Any Director or Officer who is offered Shares under this 2003 SPP
may elect to purchase fewer Shares than his or her Purchase Limit, provided that
all purchases shall be made in an integral multiple of 50 Shares.

         (c) Notwithstanding the irrevocable nature of a Subscription Agreement
hereunder, the Company shall be under no obligation to issue the Shares
subscribed for unless and until the Company has both (i) accepted such
Subscription Agreement and (ii) issued certificates for the Shares subscribed
for.

         8. PURCHASE LIMIT NOT CUMULATIVE. A Director or Officer who elects to
purchase fewer shares than the Purchase Limit applicable to him or her in any
particular Offering shall not be entitled to any increase in his or her Purchase
Limit in any subsequent Offering.

         9. INCIDENTS OF OWNERSHIP. Upon the issuance to a Director or Officer
of certificates representing Shares purchased under this 2003 SPP, all incidents
of ownership shall be enjoyed by the Director or Officer holding such Shares,
including (without limitation) the right to receive the payment of dividends and
voting rights ratably and on the same basis as all other stockholders. All
certificates representing Shares purchased under this 2003 SPP shall be
registered in the individual name of the Director or Officer purchasing such
Shares. The date of the issuance of Certificates for Shares purchased hereunder
in any particular Offering shall be not earlier than the Expiration Date of such
Offering.

         10. TRANSFER RESTRICTIONS. The right to purchase Shares under this 2003
SPP is personal and requires that the offeree be a Director or Officer on the
date of such purchase. A Director or Officer may not transfer all or any portion
of his or her right to purchase Shares hereunder under this 2003 SPP or any
interest therein.

         11. ADMINISTRATION AND AMENDMENT OF THIS 2003 SPP.

         (a) The Board may, from time to time, make such amendments, changes in
and additions to this 2003 SPP as it may deem proper and may terminate this 2003
SPP at any time. If this 2003 SPP is terminated by the Board after any Director
or Officer has tendered the Purchase Price for any Shares subscribed for but
before certificates representing such Shares have been issued to him or her,
such Purchase Price shall be returned to the Director or Officer in full.
(b) This 2003 SPP shall be administered by the Committee.

         (c) The interpretation and construction of any provision of this 2003
             SPP by the Committee shall be final and conclusive.

         (d) No member of the Board, the Committee, the CEO or any other
officer, director or employee of the Company or any Subsidiary shall be liable
for any action or determination made in good faith with respect to this 2003
SPP.

         This Tri City Bankshares Corporation 2003 Stock Purchase Plan was
approved an adopted by the Board of Directors of Tri City Bankshares Corporation
by resolution on December 10, 2003.

                                    /s/  SCOTT A. WILSON
                                    -----------------------------
                                    Secretary
Exhibit A to Stock Purchase Plan

                       IRREVOCABLE SUBSCRIPTION AGREEMENT

                         Tri City Bankshares Corporation
                      2003 Stock Purchase Plan ("2003 SPP")

     THE SECURITIES SUBSCRIBED FOR HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
     HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE DISCLOSURES
     CONTAINED IN THIS SUBSCRIPTION AGREEMENT OR THE APPENDICES. ANY
     REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     THE SECURITIES SUBSCRIBED FOR ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE
     NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

     AN INVESTMENT IN THE SECURITIES SUBSCRIBED FOR INVOLVES CERTAIN RISKS.
     SEE "RISK FACTORS" BELOW.

Subscriber Name:            __________________________________ ("Subscriber")
                                                                 ----------
Number of Shares
Subscribed For:
                            ____________________   The Number of Shares
                                                   Subscribed for (i) must be
                                                   an integral multiple of
                                                   fifty (50) Shares; and (ii)
                                                   may not exceed the Purchase
                                                   Limit applicable to
                                                   Subscribed under the 2003
                                                   SPP
Purchase Price Per Share:

                            $-------------------
Aggregate Purchase Price:

                            $-------------------
         The undersigned Subscriber hereby subscribes for and offers to purchase
that number of shares set forth above opposite "Number of Shares Subscribed For"
of the $1.00 par value common stock ("Shares") of Tri City Bankshares
Corporation, a Wisconsin corporation ("Company") for the Purchase Price Per
Share set forth above. The Aggregate Purchase Price set forth above is tendered
herewith. This purchase is being made pursuant to the Tri City Bankshares
Corporation 2003 Stock Purchase Plan (the "2003 SPP").

         AS AN INDUCEMENT to the Company to accept this Subscription Agreement,
Subscriber represents, warrants, covenants, and agrees that:

         1.   Information Provided. Subscriber has received and carefully
              reviewed a copy of the 2003 SPP together with all of the materials
              described in Section 6 of the 2003 SPP ("Disclosure Materials").
              In subscribing for the Shares, Subscriber is relying solely upon
              the foregoing and upon Subscriber's (and Subscriber's independent
              advisors') independent investigation of the Company, and has not
              relied upon any other offering materials or representations,
              written or oral.

         2.   Risk Factors. Subscriber has been informed and is aware of the
              Risk Factors appearing below.
RISK FACTORS

     THE SHARES OF COMPANY COMMON STOCK ARE THINLY TRADED AND AN INVESTMENT IN
     THE SHARES SUBSCRIBED FOR INVOLVES VARIOUS RISKS, INCLUDING, WITHOUT
     LIMITATION: (1) THE RISK THAT THE VALUE OF THE SHARES SUBSCRIBED FOR MAY
     DECLINE; AND (2) THE RISK THAT SUBSCRIBER MAY BE UNABLE TO LIQUIDATE HIS OR
     HER INVESTMENT AT A TIME WHEN IT BECOMES NECESSARY OR DESIRABLE TO DO SO.

     THE COMPANY IS SUBJECT TO VARIOUS RISKS IN THE OPERATION OF ITS BUSINESS,
     WHICH RISKS ARE DESCRIBED UNDER THE CAPTION "CAUTIONARY STATEMENTS RELATING
     TO FORWARD-LOOKING INFORMATION AND RISK FACTORS" IN EXHIBIT 99.2 TO THE
     COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-K AS FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION AND IN ANY FILING WITH THE SECURITIES
     AND EXCHANGE COMMISSION MADE BY THE COMPANY SUBSEQUENT TO THE FILING OF
     SUCH ANNUAL REPORT.

     THE PRICE AT WHICH THE SHARES ARE SUBSCRIBED FOR IS EQUAL TO THE "FAIR
     MARKET VALUE" OF THE SHARES AS DETERMINED UNDER THE COMPANY'S AUTOMATIC
     DIVIDEND REINVESTMENT PLAN AND MAY NOT NECESSARILY REFLECT THE PRICE AT
     WHICH SHARES COULD BE PURCHASED IN OPEN-MARKET TRANSACTIONS OR PRIVATELY
     EITHER AT THE TIME THE OFFER WAS MADE TO SUBSCRIBER OR AT THE TIME THAT THE
     SHARES ARE ISSUED TO SUBSCRIBER, WHICH OPEN-MARKET OR PRIVATE TRANSACTION
     PRICE MAY BE HIGHER OR LOWER THAN THE PRICE AT WHICH SHARES ARE SUBSCRIBED
     FOR HEREBY.

     THIS SUBSCRIPTION AGREEMENT IS IRREVOCABLE AND THE ISSUANCE OF THE SHARES
     TO SUBSCRIBER IS CONDITIONED ONLY UPON THE COMPANY'S ACCEPTANCE HEREOF.

     THE COMPANY MAY TERMINATE THE 2003 SPP AT ANY TIME, INCLUDING PRIOR TO ITS
     ISSUANCE OF THE SHARES SUBSCRIBED FOR, IN WHICH EVENT THE SUBSCRIBER WILL
     HAVE ONLY THE RIGHT TO RECEIVE A REFUND OF THE SUBSCRIPTION PRICE AND NO
     RIGHT OR ENTITLEMENT TO HAVE THE SHARES ISSUED TO HIM OR HER.

       3.       SUBSCRIBER IS FINANCIALLY ABLE TO ACCEPT RISKS OF INVESTMENT.
                Subscriber is financially able to accept the risks associated
                with an investment in the Shares and is able to bear the risks
                of the investment, including the risk of lack of liquidity and
                the risk of potential decline in value of Subscriber's
                investment.

       4.       SUBSCRIBER HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE. Subscriber
                has sufficient knowledge and experience in financial and
                business matters to be fully aware of and evaluate the merits
                and risks of this investment. Subscriber has reviewed and
                understands the material aspects of an investment in the Shares
                with such advice from qualified sources, such as attorneys,
                accountants, or tax advisers, as Subscriber has deemed necessary
                or advisable.

       5.       RIGHT AND AUTHORITY TO SUBSCRIBE FOR AND OWN SHARES; NO UNDUE
                INFLUENCE. Subscriber meets the eligibility requirements of
                Section 3 of the 2003 SPP, and has full right and authority to
                execute, deliver and perform this Agreement and to acquire and
                own the Shares. Subscriber is not an incompetent or spendthrift,
                and is not under any undue influence, or any influence which
                would impair Subscriber's judgment in any manner.

       6.       SURVIVAL OF PROVISIONS. All covenants, agreements,
                representations and warranties made in this Agreement shall
                survive the delivery of the Shares being purchased hereunder to
                Subscriber and the payment for the Shares and, notwithstanding
                any prior or subsequent investigation made by the Company or
                Subscriber or on the Company's or Subscriber's behalf, shall
                continue in full force and effect. Whenever in this Agreement
any of the parties hereto is referred to, such reference shall
                be deemed to include the successors and assigns of such party;
                and all covenants, promises and agreements in this Agreement
                contained by or on behalf of the Company, or by or on behalf of
                Subscriber, shall bind and inure to the benefit of the
                successors and assigns of such parties.

       7.       NO INSIDE INFORMATION. Subscriber is not aware of any material
                information about the financial condition, business or prospects
                of the Company or any Subsidiary which is not set forth in the
                materials delivered to Subscriber in connection with the Offer.

       8.       NO EMPLOYMENT CONTRACT. Subscriber acknowledges and agrees that
                neither the offer of shares to him or her pursuant to the 2003
                SPP, nor the execution, delivery, or acceptance of this
                Subscription Agreement or the sale and delivery of the Shares
                subscribed for to Subscriber shall in any way constitute an
                offer of employment, employment contract, or continued
                employment between Subscriber and the Company or any Subsidiary.

       9.       COMPLIANCE  WITH LAWS.  Subscriber  agrees to comply with any
                legal  requirement  applicable to him or her in connection  with
                his or her purchase of the Shares and any subsequent disposition
                of such Shares including,  without limitation (i) any
                requirement  applicable to Subscriber to file a report of
                beneficial  ownership under  Section 16 of the Securities and
                Exchange Act of 1934, as amended, and the regulations of the
                Securities and Exchange Commission  thereunder,  including
                the requirement that the Subscriber pay over to the Company any
                profits made (or loss avoided)  pursuant to Section 16; (ii)
                any requirement applicable to Subscriber to file a notice of
                intent to dispose of all or any of such Shares on Form 144
                prescribed  under  Rule 144 under the  Securities  Act of 1933;
                and  (iii) any  new or  different  reporting requirement that
                may be imposed by the securities laws in general.

       10.      CHOICE OF LAW. This Subscription Agreement shall be construed
                and enforced in accordance with the internal laws of the State
                of Wisconsin. This Agreement cannot be changed orally, but only
                by an instrument in writing signed by the party against whom
                enforcement of any waiver, change, modification or discharge is
                sought, notwithstanding any course of dealings, oral
                representations, or reliance to the contrary.

         This Subscription Agreement has been executed by Subscriber and
initialed on each page by Subscriber and delivered in duplicate on the date set
forth below. Upon its acceptance by the Company, this Subscription Agreement
will become binding and one copy will be given or sent to Subscriber.
The foregoing is acknowledged and agreed to as of the following date: ________.

                 Subscriber's Signature:     __________________________________
                     Print or Type Name:     __________________________________

                                   ACCEPTANCE

         The foregoing is hereby accepted by Tri City Bankshares Corporation as
of the date indicated below.

                                  TRI CITY BANKSHARES CORPORATION,
                                  a Wisconsin corporation

                                  By:       ______________________________
                                  Date      ______________________________