As filed with the Securities and Exchange Commission on February 17, 1998
                              Registration No. 333-
            ---------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              Associated Banc-Corp
             (Exact name of registrant as specified in its charter)

Wisconsin                                                   39-1098068
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification Number)
                             112 North Adams Street
                                 P.O. Box 13307
                            Green Bay, WI 54307-3307
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                              Associated Banc-Corp
                 Restated Long-Term Incentive Stock Option Plan
                            (Full title of the plan)


                             Brian R. Bodager, Esq.
                     General Counsel and Corporate Secretary
                              Associated Banc-Corp
                             112 North Adams Street
                                 P.O. Box 13307
                            Green Bay, WI 54307-3307
                                 (920) 433-3166
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
===============================================================================
  Title of     Amount to be  Proposed maximum  Proposed maximum     Amount of
securities to   registered    offering price   aggregate offering  registration
be registered    (1)(2)       per share(3)       price(3)             fee
-------------------------------------------------------------------------------
Common Stock....720,000        $51.625          $37,170,000         $10,965.15
===============================================================================
(1) Subject to increase (or decrease) in  accordance  with Rule 416(a) under the
Securities Act of 1933, as amended (the  "Securities  Act") to reflect a merger,
consolidation, reorganization, recapitalization, stock dividend, stock split, or
other change in the  corporate  structure of the  Registrant  which results in a
change in the number of shares issuable pursuant to outstanding awards under the
plan.

(2)  Pursuant to Rule 429 under the  Securities  Act,  the  Registrant  combines
200,000 shares of Common Stock previously registered under Form S-8 Registration
Statement  (Commission  File No.  33-16952)  and 442,000  shares of Common Stock
previously registered under Form S-8 Registration Statement (Commission File No.
33-35560) (as adjusted by stock  dividends to 750,200 shares) and 600,000 shares
of Common Stock  previously  registered  under Form S-8  Registration  Statement
(Commission  File No. 33-86790) with 600,000  additional  shares of Common Stock
(as adjusted by stock dividends to 720,000 shares) registered hereunder.

(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(c) and 457(h)(1)  under the  Securities Act on the basis of
the average of the high  ($52.25)  and low ($51.00)  prices of the  Registrant's
common stock on the National Association of Securities Dealers, Inc. Automated
Quotation/National Market System on February 12, 1998.
     ----------------------------------------------------------------------

                                  Page 1 of 32
                       Exhibit Index Appears on Page II-2



<PAGE>




This Registration Statement is being filed to register additional shares for the
Associated  Banc-Corp  Restated  Long-Term  Incentive Stock Option Plan of 1987.
Pursuant to instruction E of the General  Instructions to Form S-8, the contents
of  Registration  Statement  Nos.  33-35560  and 33-86790  are  incorporated  by
reference.  Accordingly,  the only  information  contained herein is information
currently  required  by  Form  S-8  which  was not  required  at the  date  that
Registration Statement Nos. 33-35560 and 33-86790 became effective.



                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*



































*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from this  Registration  Statement in accordance
         with  Rule  428  under  the   Securities   Act  of  1933,   as  amended
         (hereinafter,  the  "Securities  Act") and the "Note" to Part I of Form
         S-8).





<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission  by Associated  Banc-Corp  (the  "Registrant")  are  incorporated  by
reference in this Registration Statement:

        (a) Annual Report on Form 10-K of Associated  Banc-Corp for the fiscal
     year ended December 31, 1996, dated March 24, 1997.

        (b) Quarterly  Report on Form 10-Q for the quarter ended September 30,
     1997, dated November 14, 1997.

        (c) The description of the Registrant's  common stock set forth in the
     Registrant's   registration   statement  pursuant  to  Section  12  of  the
     Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), and any
     amendment or report filed for the purpose of updating any such description.

         All documents  subsequently filed by the Registrant pursuant to Section
13(a)  and (c) of the  Exchange  Act and any  definitive  proxy  or  information
statements  filed pursuant to Section 14 of the Exchange Act in connection  with
any subsequent  shareholders'  meeting and any reports filed pursuant to Section
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  that have not been sold,  will be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant is incorporated under the Wisconsin Business Corporation
Law (the  "WBCL").  Under  Section  180.0851  of the WBCL the  Registrant  shall
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  Registrant.  In all other
cases,  the Registrant  shall indemnify a director or officer against  liability
incurred in a proceeding  to which such person was a party because he or she was
a director or officer of the Registrant,  unless it is determined that he or she
breached or failed to perform a duty owed to the  Registrant  and such breach or
failure to perform  constitutes:  (i) a willful  failure to deal fairly with the
Registrant 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 lawful or no  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.  Section 180.0858 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 Registrant's  articles
of  incorporation,  bylaws, a written  agreement or a resolution of the Board of
Directors or shareholders.





<PAGE>









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 and
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.

         The  Registrant's  Articles of  Incorporation  provide no provisions in
relation to the indemnification of directors and officers of the Registrant.

         Article  XI  of  the  Registrant's  Bylaws  ("Article  XI")  authorizes
indemnification of officers and directors of the Registrant. Article XI provides
that the Registrant shall indemnify a director,  officer,  employee, or agent of
the  Registrant  for all  reasonable  expenses  as  incurred  to the extent such
individual has been  successful on the merits or otherwise in the defense of any
threatened,   pending,  or  completed  civil,   criminal,   administrative,   or
investigative action, suit, arbitration, or other proceeding,  whether formal or
informal  (including,  but not  limited to, any act or failure to act alleged or
determined  (i) to have  been  negligent;  (ii) to have  violated  the  Employee
Retirement  Income  Security  Act of 1974;  or (iii) to have  violated  Sections
180.0833,  180.1202,  and 180.0832 of the Wisconsin  Statutes,  or any successor
thereto,  regarding  improper  dividends,  distributions of assets,  or loans to
directors)  which involves  foreign,  federal,  state, or local law and which is
brought by or in the right of the  Registrant  or by any other person or entity,
to which the director, officer, employee, or agent was a party because he or she
is a director,  officer,  employee, or agent. In all other cases, the Registrant
shall  indemnify  a  director,  officer,  employee,  or agent of the  Registrant
against liability and expenses incurred by such person in a proceeding unless it
is  determined  that he or she  breached or failed to perform a duty owed to the
Registrant  and other  conditions  specified in the Articles  apply.  Article XI
defines a director,  officer,  employee, or agent as (i) a natural person who is
or was a director, officer, employee, or agent of the Registrant, (ii) a natural
person who, while a director,  officer, employee, or agent of the Registrant, is
or was serving  either  pursuant to the  Registrant's  specific  request or as a
result of the nature of such  person's  duties to the  Registrant as a director,
officer, partner, trustee, member of any governing or decision making committee,
employee,  or agent of another corporation or foreign corporation,  partnership,
joint  venture,  trust,  or other  enterprise,  and  (iii) a person  who while a
director,  officer,  employee, or agent of the Registrant,  is or was serving an
employee  benefit plan because his or her duties to the  Registrant  also impose
duties  on, or  otherwise  involve  services  by,  the  person to the plan or to
participants  in or  beneficiaries  of the plan.  Unless  the  context  requires
otherwise,  Article  XI  indemnification  extends  to  the  estate  or  personal
representative of a director, officer, employee, or agent.

         All   officers,   directors,   employees,   and  agents  of  controlled
subsidiaries of the Registrant  shall be deemed for purposes of Article XI to be
serving as such officers, directors, employees, and agents at the request of the
Registrant.  The right to indemnification  granted to such officers,  directors,
employees,  and  agents  by  Article  XI is not  subject  to any  limitation  or
restriction  imposed by any provision of the Articles of Incorporation or Bylaws
of  a  controlled  subsidiary.   For  purposes  of  Article  XI,  a  "controlled
subsidiary"  means any corporation at least 80% of the outstanding  voting stock
of which is owned by the  Registrant  or another  controlled  subsidiary  of the
Registrant.

         The right of indemnification under Article XI may be amended only by an
affirmative vote of a majority of the shares present or represented at an annual
or special  shareholders  meeting at which a quorum is present. Any reduction in
the right to  indemnification  provided by Article XI would only be  prospective
from the date of the vote.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

         Exhibit No.      Exhibit
         10               Restated Long-Term Incentive Stock Option Plan
         24(b)            Consent of KPMG Peat Marwick LLP
         25               Powers of Attorney






<PAGE>




Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes;

                    (1) To file,  during any period in which offers or sales are
               being made of the securities  registered hereby, a post-effective
               amendment to this Registration  Statement to include any material
               information   with  respect  to  the  plan  of  distribution  not
               previously  disclosed  in  this  Registration  Statement  or  any
               material  change  to  such   information  in  this   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 therein,  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 further  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 therein, and the offering
          of such  securities at the 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  Securities  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 Act and  will be
          governed by the final adjudication of such issue.



         SIGNATURES

         The Registrant.  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 Green Bay, State of Wisconsin, on this 17th day
of February, 1998.

                                           ASSOCIATED BANC-CORP



                                           By:      /s/ Harry B. Conlon
                                           Name:  Harry B. Conlon
                                           Title: Chairman, President and Chief
                                                  Executive Officer





<PAGE>



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

Signature Capacity Date

/s/ Harry B. Conlon *               Chairman, President,      October 29, 1997
--------------------------------   Chief Executive Officer
Harry B. Conlon                       and a Director 

Robert S. Gaiswinkler *                   Director            October 29, 1997
--------------------------------
Robert S. Gaiswinkler

Robert C. Gallagher *              Executive Vice President   October 29, 1997
--------------------------------     and a Director
Robert C. Gallagher

Ronald R. Harder *                        Director            October 29, 1997
--------------------------------
Ronald R. Harder

John S. Holbrook, Jr. *                   Director            October 29, 1997
--------------------------------
John S. Holbrook, Jr.

William R. Hutchinson *                   Director            October 29, 1997
--------------------------------
William R. Hutchinson

Robert P. Konopacky *                     Director            October 29, 1997
--------------------------------
Robert P. Konopacky

Dr. George R. Leach *                     Director            October 29, 1997
--------------------------------
Dr. George R. Leach

John C. Meng *                            Director            October 29, 1997
--------------------------------
John C. Meng

J. Douglas Quick *                        Director            October 29, 1997
--------------------------------
J. Douglas Quick

John C. Seramur *                         Director            October 29, 1997
--------------------------------
John C. Seramur

John H. Sproule *                         Director            October 29, 1997
--------------------------------
John H. Sproule

Ralph R. Staven *                         Director            October 29, 1997
--------------------------------
Ralph R. Staven

Norman L. Wanta *                         Director            October 29, 1997
--------------------------------
Norman L. Wanta
                                     Senior Vice President,
/s/ Joseph B. Selner *              Chief Financial Officer   February 17, 1998
--------------------------------  and Chief Accounting Officer
Joseph B. Selner 

*Harry B. Conlon hereby signs this Registration Statement on February 17, 1998,
on his own behalf and on behalf of each of the  indicated  persons for whom he
is attorney-in-fact pursuant to a power of attorney filed herewith.


                                                     /s/ Harry B. Conlon
                                                     Harry B. Conlon





<PAGE>





                                INDEX TO EXHIBITS


                                                                   Sequential
Exhibit                                                               Page
Number       Description of Document                                 Number


  10         Restated Long-Term Incentive Stock Option Plan             8

  24(b)      Consent of KPMG Peat Marwick LLP                          19

  25         Powers of Attorney                                        20






<PAGE>




                                   EXHIBIT 10



                              ASSOCIATED BANC-CORP

                   THE RESTATED LONG-TERM INCENTIVE STOCK PLAN


Section  I.  Purpose  of the Plan.  The  purpose  of this  Associated  Banc-Corp
Restated  Long-Term  Incentive  Stock Plan (the "Plan") is (i) to associate more
closely the  interests of certain key  employees of  Associated  Banc- Corp (the
"Company")  and  its  affiliated   units  and  directors  of  the  Company  (the
"Participants")  with those of the Company's  stockholders by encouraging  stock
ownership,  (ii) to  provide  long-term  incentives  and  rewards  to those  key
employees  of the  Company  and its  affiliated  units who are in a position  to
contribute  to the  long-term  success and growth of the  Company,  and (iii) to
assist the Company in retaining  and  attracting  key employees  with  requisite
experience and ability.

Section II.  Administration.

(a)  The  Committee.  The  Plan  shall  be  administered  by the  Administrative
Committee of the Company's Board of Directors (the "Committee")  composed of not
less than two  Directors,  all of whom must  qualify as  non-employee  directors
within the meaning of Rule 16b-3 under the  Securities  Exchange Act of 1934, as
issued on May 31, 1996, (the "Exchange Act") or any successor rule. In the event
that any member of the Committee is to be granted  Options under the Plan,  then
said grant shall be made by the Board of Directors of the Company.  The Board of
Directors  actions in such instances shall be governed by each of the provisions
of the Plan to the extent  applicable to the  Committee.  Options under the Plan
can be granted to officers and  directors of the Company only after the Plan has
been ratified by the shareholders of the Company.

(b) Authority and Discretion of Committee.  Subject to the express provisions of
the Plan and  provided  that all  actions  taken  shall be  consistent  with the
purposes of the Plan, the Committee  shall have full and complete  authority and
the sole discretion to: (i) determine those key employees of the Company and its
affiliated  units  who  shall  be  among  the  Participants;   (ii)  select  the
Participants  to whom awards are to be granted under this Plan,  (iii) determine
the size and the form of the award or awards to be granted  to any  Participant;
(iv) determine the time or times such awards shall be granted; (v) establish the
terms and conditions upon which such awards may be exercised and/or transferred;
(vi)  alter  any  restrictions;  and (vii)  adopt  such  rules and  regulations,
establish,  define and/or interpret any other terms and conditions, and make all
other determinations  (which may be on a case-by-case basis) deemed necessary or
desirable for the administration of the Plan.

(c) Option Grants.  Options granted under the Plan may, in the discretion of the
Committee,  be either Incentive Stock Options ("ISOs") as defined in Section 422
of the Internal  Revenue Code of 1986, as amended,  (the "Code") or nonqualified
stock  options  (collectively,  "Options").  Each stock option  agreement  shall
specifically state, for each Option granted thereunder, whether the Option is an
ISO or a nonqualified stock option. In no event, however,  shall both an ISO and
a nonqualified  stock option be granted together under the Plan in such a manner
that the  exercise of one Option  affects the right to exercise  the other.  The
provisions of this Plan and of each ISO granted  hereunder  shall be interpreted
in a  manner  consistent  with  Section  422 of the  Code  and  with  all  valid
regulations  issued  thereunder.  However,  to the extent  that any ISO  granted
hereunder  does not comply with the provisions of Section 422, such ISO shall be
treated as a nonqualified stock option for all purposes under the Code. ISOs may
be granted  only to employees of the Company and its  affiliated  units.  No ISO
shall be  granted  under the Plan  subsequent  to  January  1,  2004.  Except as
provided in Section  III(h)(2),  all  provisions of this Plan apply to both ISOs
and nonqualified options.

Section III.  Awards.  Awards which the  Committee  may grant under the Plan may
include any or all of the following,  as described  herein:  Any form of Option,
Stock Appreciation Right, Stock Award, Performance Shares,  Performance Units or
Other Stock-Based Award granted under this Plan.

(a)  Nonqualified  Stock  Options.  Nonqualified  stock  options  are  rights to
purchase  shares of the Common  Stock of the Company,  $.01 par value,  ("Common
Stock") at a price  equal to the Fair Market  Value of such Common  Stock on the
date of grant for a predetermined period of time.

     (i) The Committee may grant  nonqualified  stock options either alone or in
conjunction with Stock Appreciation  Rights as described in paragraph (c) below.
It shall  determine  the number of shares of Common  Stock to be covered by each
such  nonqualified  stock option.  Nonqualified  stock options granted hereunder
shall be evidenced by option agreements  containing such terms and conditions as
the Committee shall establish from time to time consistent with the Plan.

     (ii) No nonqualified  stock option shall be exercisable  until it is vested
and, thereafter,  shall be immediately exercisable.  A nonqualified stock option
shall vest in  accordance  with terms set forth by the  Committee at the date of
grant in the option agreement.

     (iii) In the event of termination of a  Participant's  employment  with the
Company or its  affiliated  units for any reason,  except as otherwise  provided
below, any non-vested  portion of any nonqualified  stock option granted to such
Participant shall terminate immediately.

     (iv) Except as described  below, in the event of a Participant's  voluntary
or  involuntary  termination  of employment  with the Company or its  affiliated
units,  the vested  portion of any  nonqualified  stock  option  granted to such
Participant,  but not yet exercised,  shall terminate on the date of termination
of employment.

     (v) If a  Participant's  employment with the Company or its affiliated unit
terminates  by  reason  of the  Participant's  death,  Permanent  Disability  or
Retirement,  any  outstanding  nonqualified  stock  option  then  held  by  such
Participant shall remain  exercisable,  but only to the extent such nonqualified
stock option was  exercisable on the date of such  Participant's  termination of
employment,  until the expiration of the term of such Option.  If on the date of
such termination of employment,  any such nonqualified stock option shall not be
fully exercisable,  the Committee shall have the discretion to cause such Option
to continue to become  exercisable on the date or dates specified  therein as if
such termination of employment had not occurred.  The Committee may exercise the
discretion  granted to it by the preceding  sentence at the time a  nonqualified
stock  option is granted  or at any time  thereafter  while such a  nonqualified
stock option remains outstanding.

     (vi) The Committee  will  determine the  conditions of  nonqualified  stock
option exercise,  but in no event may any portion of a vested nonqualified stock
option be  exercisable  earlier  than one year  (except  pursuant to a Change in
Control) or later than ten years from the date of the grant.

     (vii) All  nonqualified  stock options shall vest immediately upon a Change
in Control, as defined in Section IV(1) hereof.

     (viii) The purchase price of shares purchased  pursuant to any nonqualified
stock  option shall be equal to the Fair Market Value of such shares on the date
of nonqualified stock





<PAGE>



option grant,  as determined  by the  Committee,  and shall be paid in full upon
exercise,  either (a) in cash; (b) by delivery of shares of Common Stock (valued
at their Fair Market Value on the date of nonqualified stock option exercise, as
defined in Section IV); or (c) a combination of cash and Common Stock.

     (ix) The  Committee may at any time offer to buy out a  nonqualified  stock
option previously  granted,  based on such terms and conditions as the Committee
shall  establish and  communicate to the Participant at the time that such offer
is made.

(b) ISO. ISOs are rights to purchase shares of the Common Stock at a price equal
to the Fair  Market  Value  of such  Common  Stock  on the  date of grant  for a
predetermined  period  of  time.  However,  in the case of an ISO  granted  to a
Participant  who at the time of the grant  owns  (directly  or  indirectly,  and
including the Shares purchasable under such ISO) stock of the Company possessing
more than ten percent (10%) of the total combined voting power of all classes of
stock of the  Company,  the  Option  price  shall be at least  110% of such Fair
Market Value at the time the ISO is granted;  provided further,  that the Option
price shall in no event be less than the par value of the Shares subject to such
Option and the ISO must be exercised within 5 years of the date of grant.

     (i) The Committee  shall  determine the number of shares of Common Stock to
be covered by each such ISO. ISOs granted hereunder shall be evidenced by option
agreements containing such terms and conditions as the Committee shall establish
from time to time consistent with the Plan.

     (ii) No ISO shall be exercisable until it is vested and, thereafter,  shall
be immediately exercisable. An ISO shall vest in accordance with terms set forth
by the Committee at the date of grant in the option agreement.

     (iii) In the event of termination of a  Participant's  employment  with the
Company or its  affiliated  units for any reason,  except as otherwise  provided
below,  any  non-vested  portion of any ISO  granted to such  Participant  shall
terminate immediately.

     (iv) Except as described  below, in the event of a Participant's  voluntary
or  involuntary  termination  of employment  with the Company or its  affiliated
units,  the vested portion of any ISO granted to such  Participant,  but not yet
exercised, shall terminate on the date of termination of employment.

     (v) If a  Participant's  employment with the Company or its affiliated unit
terminates  by  reason  of the  Participant's  death,  Permanent  Disability  or
Retirement,  any  outstanding  ISO then held by such  Participant  shall  remain
exercisable,  but only to the extent such option was  exercisable on the date of
such Participant's  termination of employment,  until the expiration of the term
of such ISO.  If on the date of such  termination  of  employment,  any such ISO
shall not be fully exercisable, the Committee shall have the discretion to cause
such ISO to  continue  to  become  exercisable  on the  date or dates  specified
therein as if such termination of employment had not occurred. The Committee may
exercise the discretion  granted to it by the preceding  sentence at the time an
ISO is granted or at any time thereafter while such an ISO remains outstanding.

     (vi) The Committee will determine the conditions of Option exercise, but in
no event may any portion of a vested ISO be  exercisable  earlier  than one year
(except  pursuant  to a Change in Control) or later than ten years from the date
of the grant.

     (vii) All ISOs shall vest immediately upon a Change in Control,  as defined
in Section IV(1) hereof.






<PAGE>



     (viii) The purchase price of shares purchased  pursuant to any ISO shall be
equal  to the  Fair  Market  Value  of such  shares  on the  date of  grant,  as
determined by the Committee, and shall be paid in full upon exercise, either (a)
in cash;  (b) by delivery of shares of Common Stock (valued at their Fair Market
Value  on the  date  of ISO  exercise,  as  defined  in  Section  IV);  or (c) a
combination of cash and Common Stock.

     (ix)  The  Committee  may at any time  offer  to buy out an ISO  previously
granted, based on such terms and conditions as the Committee shall establish and
communicate to the Participant at the time that such offer is made.

(c) Stock Appreciation  Rights.  Stock Appreciation Rights are rights to receive
cash  and/or  Common  Stock in lieu of the  purchase  of shares  under a related
Option. The Committee may grant Stock Appreciation Rights to any optionee either
at the time of the grant of the Option or  subsequently,  by  amendment  to such
grant.  All Stock  Appreciation  Rights shall be evidenced by option  agreements
containing  such terms and conditions as the Committee shall establish from time
to time  consistent  with the Plan and shall be granted subject to the following
terms and  conditions  and such other terms and  conditions as the Committee may
establish:

     (i) Each Stock  Appreciation Right shall be exercisable at the same time as
the related Option is exercisable.

     (ii) Each Stock  Appreciation  Right shall  entitle  the holder  thereof to
surrender  to  the  Company  a  portion  of  or  all  of  the  unexercised,  but
exercisable,  related  Option.  With respect to each share of Common Stock as to
which  an  optionee's   Option  is  surrendered   upon  exercise  of  any  Stock
Appreciation  Right,  the optionee  shall be entitled to receive,  in cash or in
shares of Common Stock,  the economic  value of such Stock  Appreciation  Right.
Such  economic  value  shall be equal to the  excess  of the Fair  Market  Value
(determined  on the date of  exercise of such Stock  Appreciation  Right) of one
share of Common Stock over the option  price per share  specified in the related
Option. The Optionee shall not be required to pay the Option exercise price upon
surrender of the Option upon exercise of the related Stock Appreciation Right.

     (iii) Each  surrender of a portion of or all of an Option upon the exercise
of a Stock  Appreciation  Right shall cause a  share-for-share  reduction in the
number of shares of Common Stock covered by the related Option.

     (iv) Stock  Appreciation  Rights,  when  exercised,  may be paid for by the
Company in cash or Common Stock.  The Committee shall have the sole and absolute
discretion to determine  the relative  amounts of cash or Common Stock which may
be paid or issued upon exercise of Stock Appreciation Rights.

(d)  Restricted  Stock Awards.  Restricted  Stock Awards are stock  grants,  the
payment of which will depend upon the  Participant's  continued  employment with
the Company and may depend upon the achievement of certain financial performance
objectives.

     (i) The Committee may grant Restricted Stock either alone or in conjunction
with Performance  Shares as described in paragraph (e) below. It shall determine
the number of shares of Restricted Stock to be covered by each such grant.

     (ii) Restricted Stock is Common Stock acquired by a Participant  subject to
the restrictions described in the following subsections.

     (iii) Restricted Stock may not be sold,  transferred or otherwise  disposed
of,  pledged,  or  otherwise  encumbered.  In the  event of the  termination  of
employment  of a recipient  of  Restricted  Stock for any reason  except  death,
Retirement or Permanent Disability, the





<PAGE>



recipient  shall transfer or cause to be transferred to the Company title to the
Restricted  Stock  owned  by  such  recipient  within  30  days  following  such
termination.

     (iv)  Restriction  terms and conditions will be set by the Committee at the
time of award.  These  conditions  may  include  the  requirement  that  certain
financial performance objectives of a Participant or the Company are achieved.

     (v) Upon the occurrence of the earlier of the death or Permanent Disability
of the recipient of Restricted Stock, the restrictions  against sale,  transfer,
and other disposition and against pledge or other encumbrance of such Restricted
Stock, which have not otherwise lapsed, shall immediately lapse.

     (vi) Upon the  occurrence of  Retirement,  the  restrictions  against sale,
transfer or other disposition and against pledge or other  encumbrance,  as to a
portion of the Restricted Stock (Portion A), as to which  restrictions  have not
otherwise lapsed shall immediately lapse. The retiree shall transfer or cause to
be  transferred  to the  Company  title to the balance of the  Restricted  Stock
(i.e.,  the  portion  of  Restricted  Stock  as to which  restrictions  have not
otherwise  lapsed  and  which is not  included  in  Portion  A)  within  30 days
following such Retirement.

     For purposes of this  subsection,  Portion A will be determined  separately
for each block of Restricted Stock for which  restrictions are due to lapse on a
different date. For each such block, Portion A will be determined by multiplying
the number of shares in such block by a fraction,  the numerator of which is the
number of months from the date of grant of that block of Restricted Stock to the
date of  retiree's  Retirement  and the  denominator  of which is the  number of
months from the date of grant of that block of Restricted Stock to the date that
restrictions on such block are due to lapse, as determined by the Committee.  In
the event that the total  Portion A calculated  for all such  fraction  shall be
rounded up to the nearest whole number.

     By  way of  illustration,  if a  Participant  was  granted  100  shares  of
Restricted  Stock on January 1, 1994, with the restrictions on such stock due to
lapse on January 1, 1999, and 200 shares of Restricted Stock on January 1, 1995,
with the  restrictions on such stock due to lapse on January 1, 2000, and if the
Participant retired on January 1, 1996, Portion A would be determined separately
for the  Restricted  Stock  granted on January 1, 1994,  and for the  Restricted
Stock granted on January 1, 1995.  With respect to the Restricted  Stock granted
on January 1, 1994,  Portion A would equal 40 shares  [determined by multiplying
100 (the number of shares in such block) by 24/60 (the number of months from the
date of grant to the date of Retirement divided by the number of months from the
date of grant to the date of lapse)]. Thus the total amount of stock included in
Portion A for the Participant would be 60 shares (40 plus 20).

     (vii) All restrictions shall lapse immediately upon a Change in Control, as
defined in Section IV(1) hereof.

     (viii) Certificates issued in respect of Restricted Stock granted under the
Plan  shall  be  registered  in the name of the  recipient  but  shall  bear the
following legend:

     "The   transferability   of  this  certificate  and  the  shares  of  stock
     represented  hereby is restricted and the shares are subject to the further
     terms and conditions  contained in the Restated  Long-Term  Incentive Stock
     Plan of Associated  Banc-Corp  (the  "Company").  A copy of said Plan is on
     file in the office of the Secretary of the Company at the Company's offices
     in Green Bay, Wisconsin."






<PAGE>



     (ix) In  order  to  enforce  the  restrictions,  terms  and  conditions  on
Restricted Stock,  each recipient  thereof shall,  immediately upon receipt of a
certificate or certificates  representing such stock, deposit such certificates,
together  with stock  powers  and such other  instructions  of  transfer  as the
Committee  may  require,  appropriately  endorsed in blank,  with the Company as
Escrow Agent under an escrow  agreement in such form as shall be  determined  by
the Committee.

(e)  Performance  Shares.  Each  Restricted  Stock Award may be accompanied by a
Performance Share Award.

     (i) On the date the restrictions lapse on an accompanying  Restricted Stock
Award, each Performance Share awarded will result in payment to the recipient of
the  Performance  Share Award, in Common Stock or in cash, of an amount equal to
the  Fair  Market  Value of one  share  of  Company  Common  Stock on such  date
multiplied by sum of the highest  Federal and state of residence of  Participant
marginal income tax rates in effect in the year in which  restrictions  lapse. A
marginal  income tax rate is the rate of tax  applicable  to the last  dollar of
income  earned by the taxpayer.  The Committee  shall have the sole and absolute
discretion to determine  the relative  amounts of cash or Common Stock which may
be paid or issued in satisfaction of a Performance Share Award.

     (ii) The number of Performance  Shares shall be determined by the Committee
and will be granted on the same date as is the Restricted Stock Award.

(f)  Performance  Units.  Performance  Units may be awarded  either  alone or in
addition to other Awards  granted under this Plan and shall consist of the right
to  receive  a  fixed  dollar  amount,  payable  in cash or  Common  Stock  or a
combination of both. The Committee shall determine the employees to whom and the
time or  times at which  Performance  Units  shall be  awarded,  the  number  of
Performance Units to be awarded to any person, the duration of the period during
which,  and the  conditions  under which, a  Participant's  right to Performance
Units will be vested and the  ability of  Participants  to defer the  receipt of
payment of such Performance Units.

The Committee may condition the vesting of Performance Units upon the attainment
of specified financial performance objectives of a Participant or the Company or
such other factors or criteria as the Committee shall determine.

(g) Other Stock-Based Awards.  Other awards of Common Stock and cash awards that
are valued in whole or in part by  reference  to, or are payable in or otherwise
based  on,  Common  Stock  ("Other  Stock-Based   Awards")  including,   without
limitation,  Awards valued by reference to performance concepts,  may be granted
either  alone or in addition to or in tandem with  Options,  Stock  Appreciation
Rights, Stock Awards, Performance Shares or Performance Units.

(h) Limitations on Grants.

     1. The  following  limitations  will  apply to grants of  Options  or Stock
Appreciation Rights under the Plan:

          (i) No  Participant  will be  granted  Options  or Stock  Appreciation
     Rights under the Plan to receive more than 50,000 shares of Common Stock in
     any fiscal year,  provided that the Company may make an additional one-time
     grant of up to 20,000 shares to newly hired employees; and

          (ii) No  Participant  will be granted  Options  or Stock  Appreciation
     Rights under the Plan to purchase more than 500,000 shares over the term of
     the Plan,  provided  that,  if the number of shares  available for issuance
     under  the Plan is  increased,  the  maximum  number  of  Options  or Stock
     Appreciation  Rights that any Participant may be granted also automatically
     will increase by a proportionate amount equal of shares for each additional
     fiscal year in which shares are allocated for issuance under the Plan.

          Except as to  forfeited  shares,  the  payment of cash  dividends  and
     dividend  equivalents in conjunction with  outstanding  awards shall not be
     counted against the shares available for issuance.

          The  foregoing  limitations  are intended to satisfy the  requirements
     applicable to Options and Stock  Appreciation  Rights so as to qualify such
     awards as  "performance-based  compensation"  within the meaning of Section
     162 (m) of the Code. In the event that the Committee  determines  that such
     limitations  are not  required  to qualify  Options  or Stock  Appreciation
     Rights as  performance-based  compensation,  the  Committee  may  modify or
     eliminate such limitations.

2. The following limitations will apply to grants of ISOs under the Plan:

          (i) The aggregate  Fair Market Value  (determined at the time the ISOs
     are  granted) of the Shares with  respect to which the ISO are  exercisable
     for the first time by an employee during any calendar year shall not exceed
     $100,000.  This limitation  shall be applied by taking ISOs into account in
     the order they were granted.

          (ii) Shares acquired upon the exercise of an ISO shall not be disposed
     of (a) within two (2) years following the date the ISO was granted; nor (b)
     within  one (1)  year  following  the  date  shares  of  Common  Stock  are
     transferred to the employee.

          Any shares  issued  under the Plan may  consist in whole or in part of
     authorized and unissued shares of treasury shares, and no fractional shares
     shall be issued under the Plan.  Cash may be paid in lieu of any fractional
     shares and settlement of awards under the Plan.

Section IV.  Miscellaneous Provisions.

          (a)  Rights  of  Recipients  of  Awards.  A holder of  Options,  Stock
     Appreciation  Rights,  Performance  Shares,  Performance  Units  and  Other
     Stock-Based  Awards  granted  under  the Plan  shall  have no  rights  as a
     shareholder of the Company by virtue thereof unless and until  certificates
     for  shares are  issued.  The holder of a  Restricted  Stock  Award will be
     entitled to receive any  dividends on such shares in the same amount and at
     the same time as  declared  on shares of Common  Stock of the  Company  and
     shall be entitled to vote such shares as a shareholder of record.

          (b)  Assignment.   Options,  Stock  Appreciation  Rights,  Performance
     Shares,  Performance  Units,  Other  Stock-Based  Awards  or any  rights or
     interests of a Participant therein,  shall be assignable or transferable by
     such  Participant at the discretion of the Committee or by will or the laws
     of descent and distribution.

          (c)  Further  Agreements.  All  Options,  Stock  Appreciation  Rights,
     Restricted Stock Awards,  Performance  Shares,  Performance Units and Other
     Stock-Based Awards granted under this Plan shall be evidenced by agreements
     or other written  documents  from the Company,  in such form and containing
     such  terms  and  conditions  (not  inconsistent  with  this  Plan)  as the
     Committee may require.






<PAGE>



          (d) Replacement  Options.  Upon cancellation of an outstanding Option,
     replacement  Options  may be issued in an amount and with such terms as the
     Committee may determine.

          (e) Deferral of Exercise.

               (i)  Securities Law Restrictions. Although the Company intends to
                    use its best efforts so that the shares purchasable upon the
                    exercise of Options will be registered under, or exempt from
                    the registration  requirements of the federal Securities Act
                    of  1933,  as  amended  (the   "Securities   Act")  and  any
                    applicable  state  securities law at the time Options become
                    exercisable,  if the exercise of an Option or any part of it
                    would  otherwise  result in the  violation by the Company of
                    any  provision  of  the  Securities  Act  or  of  any  state
                    securities  law, the Company may require that such  exercise
                    be deferred until the Company has taken  appropriate  action
                    to avoid any such violation.

               (ii) Legal and  Other  Requirements.  No  shares of Common  Stock
                    shall be issued or  transferred  upon  exercise of any award
                    under the Plan  unless  and  until  all  legal  requirements
                    applicable  to the  issuance  or transfer of such shares and
                    such other requirements as are consistent with the Plan have
                    been complied with to the satisfaction of the Committee. The
                    Committee may require that prior to the issuance or transfer
                    of Common Stock hereunder, the recipient thereof shall enter
                    into a written  agreement to comply with any restrictions on
                    subsequent  disposition  that the  Committee  or the Company
                    deem  necessary  or  advisable  under  any  applicable  law,
                    regulation or official interpretation thereof.  Certificates
                    of stock issued  hereunder may bear a legend to reflect such
                    restrictions.

          (f)  Withholding  of Taxes.  Pursuant to  applicable  Federal,  state,
     local,  or foreign tax laws,  the Company may be required to collect income
     or other taxes upon the grant of certain awards,  the exercise of an Option
     or Stock  Appreciation  Right, or the lapse of restrictions on a Restricted
     Stock Award or Performance  Share,  Performance  Unit or Other  Stock-Based
     Award.  The  Company  may deduct  from  payments  made  under the Plan,  or
     require,  as a condition  to such award or to the  exercise of an Option or
     Stock Appreciation  Right, that the recipient pay the Company, at such time
     as the  Committee or the Company  determine,  the amount of any taxes which
     the Committee or the Company determine, in their discretion are required to
     be withheld.

          (g) Right to Awards. No employee of the Company or its affiliated unit
     or other person shall have any claim or right to be a  Participant  in this
     Plan or to be granted an award hereunder. Neither the adoption of this Plan
     nor any action taken hereunder shall be construed as giving any Participant
     any right to be  retained  in the employ of the  Company or any  affiliated
     unit nor shall the grant of any award  hereunder  constitute  a request  or
     consent to postpone the retirement date of a Participant. Nothing contained
     hereunder  shall be construed as giving any Participant or any other person
     any equity or interest of any kind in any assets of the Company or creating
     a trust of any kind or a  fiduciary  relationship  of any kind  between the
     Company and any such person.  As to any claim for any unpaid  amounts under
     the Plan,  any  Participant or any other person having a claim for payments
     shall be an unsecured creditor.

          (h) Fair Market Value.  The "Fair Market Value" of the Common Stock of
     the Company  shall be  determined by the Committee and shall be the closing
     price as reported on NASDAQ  National Market System as reported in the Wall
     Street Journal,  for the Company's  Common Stock for the trading day of the
     date of the grant or exercise, whichever is appropriate.

          (i) Permanent Disability.  "Permanent Disability" shall mean a finding
     by the Committee that a Participant is fully and  permanently  unable to be
     gainfully employed because of a physical or mental disability.






<PAGE>



          (j) Retirement.  "Retirement" shall mean any date on which an employee
     retires under the terms and  conditions of the Company's  Profit  Sharing &
     Retirement Savings Plan provided,  however,  that the employee has attained
     age 60 as of such date.

          (k) Indemnity. Neither the Board of Directors nor the Company, nor any
     members of  either,  nor any  employees  of the  Company or its  affiliated
     units, shall be liable for any act, omission, interpretation,  construction
     or   determination   made  in  good   faith  in   connection   with   their
     responsibilities with respect to the Plan, and the Company hereby agrees to
     indemnify  the  members  of the  Board of  Directors,  the  members  of the
     Committee,  and the employees of the Company and its affiliated  units with
     respect to any claim,  loss,  damage, or expense  (including  counsel fees)
     arising  from any  such  act,  omission,  interpretation,  construction  or
     determination  with respect to the Plan or any action taken  pursuant to it
     to the full extent  permitted by law and the Articles of  Incorporation  of
     the Company.

          (l)  Change in  Control.  "Change in  Control"  shall mean a change in
     control of the Company which shall be deemed to have occurred only if:

               (i)  25% or  more of the  outstanding  voting  securities  of the
                    Company changes beneficial ownership as a result of a tender
                    offer;

               (ii) The  Company  is  merged  or   consolidated   with   another
                    corporation,   and  as  a   result   of   such   merger   or
                    consolidation,  less  than  75%  of the  outstanding  voting
                    securities  of the  surviving  or resulting  corporation  is
                    owned in the  aggregate by the  shareholders  of the Company
                    who owned such securities  immediately  prior to such merger
                    or consolidation,  other than affiliates (within the meaning
                    of the  Exchange  Act)  of  any  party  to  such  merger  or
                    consolidation;

               (iii)The  Company  sells at least 85% of its assets to any entity
                    which is not a member of the control group of  corporations,
                    within the meaning of Internal Revenue Code section 1563, of
                    which the Company is a member; or

               (iv) A person, within the meaning of sections 3(a)(9) or 13(d)(3)
                    of the Exchange Act, acquires 25% or more of the outstanding
                    voting   securities  of  the  Company   (whether   directly,
                    indirectly, beneficially or of record).

          For purposes  hereof,  ownership of voting  securities shall take into
     account  and  shall  include   ownership  as  determined  by  applying  the
     provisions  of Rule  13d-3(d)(1)(i)  (relating  to options) of the Exchange
     Act.

          (m) Transfers  and Leaves.  A change in employment or service from the
     Company to an  affiliated  unit of the  Company,  or vice versa,  shall not
     constitute  termination  of employment or service for purposes of the Plan.
     Furthermore,  the  Committee  (or Board of Directors in case of a member of
     the  Committee)  may determine that for purposes of the Plan, a Participant
     who is on leave of absence will still be  considered  as in the  continuous
     employment or service of the Company.

          (n) No  Fiduciary  Relationship  or  Responsibility.  Under  ERISA and
     related  federal laws,  the Company is not a fiduciary  with respect to the
     Plan,  and has no fiduciary  obligation  with  respect to any  Participant,
     beneficiary or other person claiming a right  hereunder.  Further,  nothing
     herein  contained,  and no action or inaction arising pursuant hereto shall
     give rise under  state or federal  law to a trust of any kind or create any
     fiduciary   relationship   of  any  kind  or  degree  for  the  benefit  of
     Participants, any beneficiary, or any other person.

          (o) Severability of Provisions.  If any provision of this Plan is held
     to be invalid or unenforceable,  such invalidity or unenforceability  shall
     not  affect any other  provisions,  and this Plan  shall be  construed  and
     enforced as if such provision had not been included.





<PAGE>




          (p)  Governing  Law.  This  Plan  shall  be  governed,   administered,
     construed  and enforced  according to the laws of the United States and the
     State of  Wisconsin  law to the  extent  not  preempted  by the laws of the
     United States.

          (q) Waiver.  A waiver by a party of any of the terms and conditions of
     this  agreement  in any  instance  shall not be deemed or construed to be a
     waiver of such  term or  condition  for the  future,  or of any  subsequent
     breach thereof, or of any other term or condition of this agreement.

          (r) Entire  Agreement.  This Plan  constitutes  the  entire  agreement
     between the parties  respecting the subject matter hereof, and there are no
     representations,  warranties,  agreements,  or  commitments  of the Company
     hereto  except as set forth  herein.  This Plan may be  amended  only by an
     instrument in writing.

Section V. Amendment and  Termination;  Adjustments  Upon Changes in Stock.  The
Board of Directors of the Company may at any time, and from time to time, amend,
suspend or terminate the Plan in whole or in part; provided,  however,  that the
Board  of  Directors  may not  materially  increase  the  benefits  accruing  to
Participants  under  the Plan,  increase  the  number of shares of Common  Stock
reserved for purposes of the Plan, or materially  modify the  requirements as to
eligibility  for  participation  in the Plan  without  further  approval  by the
affirmative vote of at least a majority of the holders of the outstanding shares
of  Common  Stock.  Except as  provided  herein,  no  amendment,  suspension  or
termination  of the Plan may affect the rights of a Participant to whom an award
has been  granted  without  such  Participant's  consent.  If there shall be any
change in the stock  subject to the Plan or to any  Option,  Stock  Appreciation
Right, Restricted Stock Award,  Performance Share Award, Performance Unit, Other
Stock-Based  Award or other  award  granted  under  the  Plan,  through  merger,
consolidation, reorganization,  recapitalization, stock dividend, stock split or
other change in the corporate structure,  appropriate adjustments may be made by
the Board of Directors of the Company in the aggregate number and kind of shares
and the price per share  subject  to  outstanding  Options,  Stock  Appreciation
Rights,  Restricted Awards,  Performance Share Awards,  Performance Units, Other
Stock-Based Awards or other awards.

Section VI. Shares of Stock Available.  The shares available for Options,  Stock
Appreciation  Right Awards,  Restricted Stock Awards,  Performance Share Awards,
Performance  Units,  Other  Stock-Based  Awards or other  awards under this Plan
shall not exceed 2,559,884 shares of the Company's common stock, $.01 par value.
This amount  will be reduced  upon the  exercise of an Option,  by the number of
shares exercised;  upon the exercise of a Stock Appreciation Right, by an amount
equal to the  number of shares  covered  by the  Option  cancelled  due to Stock
Appreciation Rights exercised; by the number of shares which are released due to
the lapse of restrictions in case of a Restricted  Stock Award; by the number of
Performance Shares paid (in cash or Common Stock) at the time restrictions lapse
on the Restricted Stock Awards which the Performance Shares accompany;  and with
respect  to  Performance  Units or  Other  Stock-Based  Awards  paid at the time
restrictions  lapse on such awards.  Any shares  subject to an Option  hereunder
that for any reason expires,  terminates or is cancelled  (other than because of
the  exercise  of an  attached  Stock  Appreciation  Right  or  the  unexercised
expiration  of such  Option);  shares  reacquired  by the  Company  because  the
Participant's  employment  with the  Company  terminates  prior to the  lapse of
restrictions on Restricted Stock Awards; or Performance  Shares not paid because
the participant's  employment with the Company  terminates prior to the lapse of
restrictions  on  accompanying  Restricted  Stock Awards will be  available  for
further awards. Shares of Common Stock available for Options, Stock Appreciation
Right Awards, Restricted Stock Awards and Performance Share Awards,  Performance
Units or  Other  Stock-Based  Awards  may be  authorized  but  unissued  shares,
treasury shares, or shares reacquired on the open market.

Section  VII.  Effective  Date  and Term of the  Plan.  Subject  to  shareholder
approval,  the effective  date of the Plan is January 1, 1994,  and awards under
the Plan may be made for a period  of ten years  commencing  on such  date.  The
period  during which an Option or other Award may be exercised may extend beyond
that time as provided herein.

Adopted by the Administrative  Committee of the Board of Directors:  January 26,
1994.

Adopted by the Board of Directors:  January 26, 1994.





<PAGE>




Approved by Shareholders at the April 28, 1994, Annual Meeting.

Amended by the Board of Directors:  October 23, 1996.

Amended by the Administrative  Committee of the Board of Directors:  January 22,
1997.

Adopted by the Board of Directors:  January 22, 1997.

Approved by the Shareholders at the April 23, 1997, Annual Meeting.



                                                         /s/ Brian R. Bodager
                                                         Brian R. Bodager
Dated:

April   4  , 1994





<PAGE>





                                  EXHIBIT 24(b)



                    Consent Of Independent Public Accountants



The Board of Directors
Associated Banc-Corp:


We consent to the use of our report incorporated herein by reference.



                                               /s/  KPMG Peat Marwick LLP

Chicago, Illinois
February 11, 1998








<PAGE>





                                   EXHIBIT 25




                                POWER OF ATTORNEY



    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.



                                                 /s/ Robert C. Gallagher
                                                 Robert C. Gallagher
                                                 Director




<PAGE>









                                POWER OF ATTORNEY



    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.



                                               /s/ Robert S. Gaiswinkler
                                               Robert S. Gaiswinkler
                                               Director




<PAGE>









                                POWER OF ATTORNEY



    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.



                                               /s/ Ronald R. Harder
                                               Ronald R. Harder
                                               Director




<PAGE>









                                POWER OF ATTORNEY



    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.



                                               /s/ John S. Holbrook, Jr.
                                               John S. Holbrook, Jr.
                                               Director




<PAGE>









                                POWER OF ATTORNEY



    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.



                                               /s/ William R. Hutchinson
                                               William R. Hutchinson
                                               Director




<PAGE>









                                POWER OF ATTORNEY



    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.



                                               /s/ Robert P. Konopacky
                                               Robert P. Konopacky
                                               Director




<PAGE>









                                POWER OF ATTORNEY



    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.



                                               /s/ George R. Leach
                                               Dr. George R. Leach
                                               Director




<PAGE>









                                POWER OF ATTORNEY



    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.



                                               /s/ John C. Meng
                                               John C. Meng
                                               Director




<PAGE>









                                POWER OF ATTORNEY



    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.



                                               /s/ J. Douglas Quick
                                               J. Douglas Quick
                                               Director




<PAGE>









                                POWER OF ATTORNEY



    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.



                                               /s/ John C. Seramur
                                               John C. Seramur
                                               Director




<PAGE>









                                POWER OF ATTORNEY



    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.



                                               /s/ John H. Sproule
                                               John H. Sproule
                                               Director




<PAGE>









                                POWER OF ATTORNEY



    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.



                                               /s/ Ralph R. Staven
                                               Ralph R. Staven
                                               Director




<PAGE>








                                POWER OF ATTORNEY



    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.



                                               /s/ Norman L. Wanta
                                               Norman L. Wanta
                                               Director





<PAGE>

February 17, 1998


Securities and Exchange Commission
450 5th Street N.W.
Judiciary Plaza
Washington, D.C.  20549

Ladies/Gentlemen:

RE:  Associated Banc-Corp (0-5519)
     Registration Statement on Form S-8

Pursuant to regulations of the  Securities  and Exchange  Commission,  submitted
herewith  for  filing on  behalf of  Associated  Banc-Corp  is its  Registration
Statement on Form S-8, including Exhibits. The Registration Statement relates to
the  registration  of  additional  shares for the  Company's  existing  Restated
Long-Term Incentive Stock Option Plan.

The filing fee of $10,965.15 has been paid by wire transfer.

Sincerely,



Brian R. Bodager
Chief Administrative Officer
General Counsel & Corporate Secretary
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 90408}]
{"company-data": {"conformed-name": "ASSOCIATED BANC-CORP", "cik": "0000007789", "assigned-sic": "6022", "irs-number": "391098068", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46467", "film-number": "98544082"}, "business-address": {"street1": "112 NORTH ADAMS ST", "street2": "P O BOX 13307", "city": "GREEN BAY", "state": "WI", "zip": "54301", "phone": "4144333166"}, "mail-address": {"street1": "112 NORTH ADAMS STREET", "street2": "P O BOX 13307", "city": "GREEN BAY", "state": "WI", "zip": "54307-3307"}, "former-company": {"former-conformed-name": "ASSOCIATED BANK SERVICES INC", "date-changed": "19770626"}}
As filed with the Securities and Exchange Commission on February 17, 1998
                              Registration No. 333-
            ---------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              Associated Banc-Corp
             (Exact name of registrant as specified in its charter)

Wisconsin                                                   39-1098068
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification Number)
                             112 North Adams Street
                                 P.O. Box 13307
                            Green Bay, WI 54307-3307
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                              Associated Banc-Corp
                 Restated Long-Term Incentive Stock Option Plan
                            (Full title of the plan)

                             Brian R. Bodager, Esq.
                     General Counsel and Corporate Secretary
                              Associated Banc-Corp
                             112 North Adams Street
                                 P.O. Box 13307
                            Green Bay, WI 54307-3307
                                 (920) 433-3166
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================
  Title of     Amount to be  Proposed maximum  Proposed maximum     Amount of
securities to   registered    offering price   aggregate offering  registration
be registered    (1)(2)       per share(3)       price(3)             fee
-------------------------------------------------------------------------------
Common Stock....720,000        $51.625          $37,170,000         $10,965.15
===============================================================================
(1) Subject to increase (or decrease) in  accordance  with Rule 416(a) under the
Securities Act of 1933, as amended (the  "Securities  Act") to reflect a merger,
consolidation, reorganization, recapitalization, stock dividend, stock split, or
other change in the  corporate  structure of the  Registrant  which results in a
change in the number of shares issuable pursuant to outstanding awards under the
plan.

(2)  Pursuant to Rule 429 under the  Securities  Act,  the  Registrant  combines
200,000 shares of Common Stock previously registered under Form S-8 Registration
Statement  (Commission  File No.  33-16952)  and 442,000  shares of Common Stock
previously registered under Form S-8 Registration Statement (Commission File No.
33-35560) (as adjusted by stock  dividends to 750,200 shares) and 600,000 shares
of Common Stock  previously  registered  under Form S-8  Registration  Statement
(Commission  File No. 33-86790) with 600,000  additional  shares of Common Stock
(as adjusted by stock dividends to 720,000 shares) registered hereunder.

(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(c) and 457(h)(1)  under the  Securities Act on the basis of
the average of the high  ($52.25)  and low ($51.00)  prices of the  Registrant's
common stock on the National Association of Securities Dealers, Inc. Automated
Quotation/National Market System on February 12, 1998.
     ----------------------------------------------------------------------

                                  Page 1 of 32
                       Exhibit Index Appears on Page II-2
This Registration Statement is being filed to register additional shares for the
Associated  Banc-Corp  Restated  Long-Term  Incentive Stock Option Plan of 1987.
Pursuant to instruction E of the General  Instructions to Form S-8, the contents
of  Registration  Statement  Nos.  33-35560  and 33-86790  are  incorporated  by
reference.  Accordingly,  the only  information  contained herein is information
currently  required  by  Form  S-8  which  was not  required  at the  date  that
Registration Statement Nos. 33-35560 and 33-86790 became effective.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from this  Registration  Statement in accordance
         with  Rule  428  under  the   Securities   Act  of  1933,   as  amended
         (hereinafter,  the  "Securities  Act") and the "Note" to Part I of Form
         S-8).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission  by Associated  Banc-Corp  (the  "Registrant")  are  incorporated  by
reference in this Registration Statement:

        (a) Annual Report on Form 10-K of Associated  Banc-Corp for the fiscal
     year ended December 31, 1996, dated March 24, 1997.

        (b) Quarterly  Report on Form 10-Q for the quarter ended September 30,
     1997, dated November 14, 1997.

        (c) The description of the Registrant's  common stock set forth in the
     Registrant's   registration   statement  pursuant  to  Section  12  of  the
     Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), and any
     amendment or report filed for the purpose of updating any such description.

         All documents  subsequently filed by the Registrant pursuant to Section
13(a)  and (c) of the  Exchange  Act and any  definitive  proxy  or  information
statements  filed pursuant to Section 14 of the Exchange Act in connection  with
any subsequent  shareholders'  meeting and any reports filed pursuant to Section
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  that have not been sold,  will be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant is incorporated under the Wisconsin Business Corporation
Law (the  "WBCL").  Under  Section  180.0851  of the WBCL the  Registrant  shall
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  Registrant.  In all other
cases,  the Registrant  shall indemnify a director or officer against  liability
incurred in a proceeding  to which such person was a party because he or she was
a director or officer of the Registrant,  unless it is determined that he or she
breached or failed to perform a duty owed to the  Registrant  and such breach or
failure to perform  constitutes:  (i) a willful  failure to deal fairly with the
Registrant 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 lawful or no  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.  Section 180.0858 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 Registrant's  articles
of  incorporation,  bylaws, a written  agreement or a resolution of the Board of
Directors or shareholders.
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 and
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.

         The  Registrant's  Articles of  Incorporation  provide no provisions in
relation to the indemnification of directors and officers of the Registrant.

         Article  XI  of  the  Registrant's  Bylaws  ("Article  XI")  authorizes
indemnification of officers and directors of the Registrant. Article XI provides
that the Registrant shall indemnify a director,  officer,  employee, or agent of
the  Registrant  for all  reasonable  expenses  as  incurred  to the extent such
individual has been  successful on the merits or otherwise in the defense of any
threatened,   pending,  or  completed  civil,   criminal,   administrative,   or
investigative action, suit, arbitration, or other proceeding,  whether formal or
informal  (including,  but not  limited to, any act or failure to act alleged or
determined  (i) to have  been  negligent;  (ii) to have  violated  the  Employee
Retirement  Income  Security  Act of 1974;  or (iii) to have  violated  Sections
180.0833,  180.1202,  and 180.0832 of the Wisconsin  Statutes,  or any successor
thereto,  regarding  improper  dividends,  distributions of assets,  or loans to
directors)  which involves  foreign,  federal,  state, or local law and which is
brought by or in the right of the  Registrant  or by any other person or entity,
to which the director, officer, employee, or agent was a party because he or she
is a director,  officer,  employee, or agent. In all other cases, the Registrant
shall  indemnify  a  director,  officer,  employee,  or agent of the  Registrant
against liability and expenses incurred by such person in a proceeding unless it
is  determined  that he or she  breached or failed to perform a duty owed to the
Registrant  and other  conditions  specified in the Articles  apply.  Article XI
defines a director,  officer,  employee, or agent as (i) a natural person who is
or was a director, officer, employee, or agent of the Registrant, (ii) a natural
person who, while a director,  officer, employee, or agent of the Registrant, is
or was serving  either  pursuant to the  Registrant's  specific  request or as a
result of the nature of such  person's  duties to the  Registrant as a director,
officer, partner, trustee, member of any governing or decision making committee,
employee,  or agent of another corporation or foreign corporation,  partnership,
joint  venture,  trust,  or other  enterprise,  and  (iii) a person  who while a
director,  officer,  employee, or agent of the Registrant,  is or was serving an
employee  benefit plan because his or her duties to the  Registrant  also impose
duties  on, or  otherwise  involve  services  by,  the  person to the plan or to
participants  in or  beneficiaries  of the plan.  Unless  the  context  requires
otherwise,  Article  XI  indemnification  extends  to  the  estate  or  personal
representative of a director, officer, employee, or agent.

         All   officers,   directors,   employees,   and  agents  of  controlled
subsidiaries of the Registrant  shall be deemed for purposes of Article XI to be
serving as such officers, directors, employees, and agents at the request of the
Registrant.  The right to indemnification  granted to such officers,  directors,
employees,  and  agents  by  Article  XI is not  subject  to any  limitation  or
restriction  imposed by any provision of the Articles of Incorporation or Bylaws
of  a  controlled  subsidiary.   For  purposes  of  Article  XI,  a  "controlled
subsidiary"  means any corporation at least 80% of the outstanding  voting stock
of which is owned by the  Registrant  or another  controlled  subsidiary  of the
Registrant.

         The right of indemnification under Article XI may be amended only by an
affirmative vote of a majority of the shares present or represented at an annual
or special  shareholders  meeting at which a quorum is present. Any reduction in
the right to  indemnification  provided by Article XI would only be  prospective
from the date of the vote.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.      Exhibit
         10               Restated Long-Term Incentive Stock Option Plan
         24(b)            Consent of KPMG Peat Marwick LLP
         25               Powers of Attorney
Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes;

                    (1) To file,  during any period in which offers or sales are
               being made of the securities  registered hereby, a post-effective
               amendment to this Registration  Statement to include any material
               information   with  respect  to  the  plan  of  distribution  not
               previously  disclosed  in  this  Registration  Statement  or  any
               material  change  to  such   information  in  this   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 therein,  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 further  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 therein, and the offering
          of such  securities at the 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  Securities  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 Act and  will be
          governed by the final adjudication of such issue.

         SIGNATURES

         The Registrant.  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 Green Bay, State of Wisconsin, on this 17th day
of February, 1998.

                                           ASSOCIATED BANC-CORP

                                           By:      /s/ Harry B. Conlon
                                           Name:  Harry B. Conlon
                                           Title: Chairman, President and Chief
                                                  Executive Officer
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

Signature Capacity Date

/s/ Harry B. Conlon *               Chairman, President,      October 29, 1997
--------------------------------   Chief Executive Officer
Harry B. Conlon                       and a Director 

Robert S. Gaiswinkler *                   Director            October 29, 1997
--------------------------------
Robert S. Gaiswinkler

Robert C. Gallagher *              Executive Vice President   October 29, 1997
--------------------------------     and a Director
Robert C. Gallagher

Ronald R. Harder *                        Director            October 29, 1997
--------------------------------
Ronald R. Harder

John S. Holbrook, Jr. *                   Director            October 29, 1997
--------------------------------
John S. Holbrook, Jr.

William R. Hutchinson *                   Director            October 29, 1997
--------------------------------
William R. Hutchinson

Robert P. Konopacky *                     Director            October 29, 1997
--------------------------------
Robert P. Konopacky

Dr. George R. Leach *                     Director            October 29, 1997
--------------------------------
Dr. George R. Leach

John C. Meng *                            Director            October 29, 1997
--------------------------------
John C. Meng

J. Douglas Quick *                        Director            October 29, 1997
--------------------------------
J. Douglas Quick

John C. Seramur *                         Director            October 29, 1997
--------------------------------
John C. Seramur

John H. Sproule *                         Director            October 29, 1997
--------------------------------
John H. Sproule

Ralph R. Staven *                         Director            October 29, 1997
--------------------------------
Ralph R. Staven

Norman L. Wanta *                         Director            October 29, 1997
--------------------------------
Norman L. Wanta
                                     Senior Vice President,
/s/ Joseph B. Selner *              Chief Financial Officer   February 17, 1998
--------------------------------  and Chief Accounting Officer
Joseph B. Selner 

*Harry B. Conlon hereby signs this Registration Statement on February 17, 1998,
on his own behalf and on behalf of each of the  indicated  persons for whom he
is attorney-in-fact pursuant to a power of attorney filed herewith.

                                                     /s/ Harry B. Conlon
                                                     Harry B. Conlon
INDEX TO EXHIBITS

                                                                   Sequential
Exhibit                                                               Page
Number       Description of Document                                 Number

  10         Restated Long-Term Incentive Stock Option Plan             8

  24(b)      Consent of KPMG Peat Marwick LLP                          19

  25         Powers of Attorney                                        20
EXHIBIT 10

                              ASSOCIATED BANC-CORP

                   THE RESTATED LONG-TERM INCENTIVE STOCK PLAN

Section  I.  Purpose  of the Plan.  The  purpose  of this  Associated  Banc-Corp
Restated  Long-Term  Incentive  Stock Plan (the "Plan") is (i) to associate more
closely the  interests of certain key  employees of  Associated  Banc- Corp (the
"Company")  and  its  affiliated   units  and  directors  of  the  Company  (the
"Participants")  with those of the Company's  stockholders by encouraging  stock
ownership,  (ii) to  provide  long-term  incentives  and  rewards  to those  key
employees  of the  Company  and its  affiliated  units who are in a position  to
contribute  to the  long-term  success and growth of the  Company,  and (iii) to
assist the Company in retaining  and  attracting  key employees  with  requisite
experience and ability.

Section II.  Administration.

(a)  The  Committee.  The  Plan  shall  be  administered  by the  Administrative
Committee of the Company's Board of Directors (the "Committee")  composed of not
less than two  Directors,  all of whom must  qualify as  non-employee  directors
within the meaning of Rule 16b-3 under the  Securities  Exchange Act of 1934, as
issued on May 31, 1996, (the "Exchange Act") or any successor rule. In the event
that any member of the Committee is to be granted  Options under the Plan,  then
said grant shall be made by the Board of Directors of the Company.  The Board of
Directors  actions in such instances shall be governed by each of the provisions
of the Plan to the extent  applicable to the  Committee.  Options under the Plan
can be granted to officers and  directors of the Company only after the Plan has
been ratified by the shareholders of the Company.

(b) Authority and Discretion of Committee.  Subject to the express provisions of
the Plan and  provided  that all  actions  taken  shall be  consistent  with the
purposes of the Plan, the Committee  shall have full and complete  authority and
the sole discretion to: (i) determine those key employees of the Company and its
affiliated  units  who  shall  be  among  the  Participants;   (ii)  select  the
Participants  to whom awards are to be granted under this Plan,  (iii) determine
the size and the form of the award or awards to be granted  to any  Participant;
(iv) determine the time or times such awards shall be granted; (v) establish the
terms and conditions upon which such awards may be exercised and/or transferred;
(vi)  alter  any  restrictions;  and (vii)  adopt  such  rules and  regulations,
establish,  define and/or interpret any other terms and conditions, and make all
other determinations  (which may be on a case-by-case basis) deemed necessary or
desirable for the administration of the Plan.

(c) Option Grants.  Options granted under the Plan may, in the discretion of the
Committee,  be either Incentive Stock Options ("ISOs") as defined in Section 422
of the Internal  Revenue Code of 1986, as amended,  (the "Code") or nonqualified
stock  options  (collectively,  "Options").  Each stock option  agreement  shall
specifically state, for each Option granted thereunder, whether the Option is an
ISO or a nonqualified stock option. In no event, however,  shall both an ISO and
a nonqualified  stock option be granted together under the Plan in such a manner
that the  exercise of one Option  affects the right to exercise  the other.  The
provisions of this Plan and of each ISO granted  hereunder  shall be interpreted
in a  manner  consistent  with  Section  422 of the  Code  and  with  all  valid
regulations  issued  thereunder.  However,  to the extent  that any ISO  granted
hereunder  does not comply with the provisions of Section 422, such ISO shall be
treated as a nonqualified stock option for all purposes under the Code. ISOs may
be granted  only to employees of the Company and its  affiliated  units.  No ISO
shall be  granted  under the Plan  subsequent  to  January  1,  2004.  Except as
provided in Section  III(h)(2),  all  provisions of this Plan apply to both ISOs
and nonqualified options.

Section III.  Awards.  Awards which the  Committee  may grant under the Plan may
include any or all of the following,  as described  herein:  Any form of Option,
Stock Appreciation Right, Stock Award, Performance Shares,  Performance Units or
Other Stock-Based Award granted under this Plan.

(a)  Nonqualified  Stock  Options.  Nonqualified  stock  options  are  rights to
purchase  shares of the Common  Stock of the Company,  $.01 par value,  ("Common
Stock") at a price  equal to the Fair Market  Value of such Common  Stock on the
date of grant for a predetermined period of time.

     (i) The Committee may grant  nonqualified  stock options either alone or in
conjunction with Stock Appreciation  Rights as described in paragraph (c) below.
It shall  determine  the number of shares of Common  Stock to be covered by each
such  nonqualified  stock option.  Nonqualified  stock options granted hereunder
shall be evidenced by option agreements  containing such terms and conditions as
the Committee shall establish from time to time consistent with the Plan.

     (ii) No nonqualified  stock option shall be exercisable  until it is vested
and, thereafter,  shall be immediately exercisable.  A nonqualified stock option
shall vest in  accordance  with terms set forth by the  Committee at the date of
grant in the option agreement.

     (iii) In the event of termination of a  Participant's  employment  with the
Company or its  affiliated  units for any reason,  except as otherwise  provided
below, any non-vested  portion of any nonqualified  stock option granted to such
Participant shall terminate immediately.

     (iv) Except as described  below, in the event of a Participant's  voluntary
or  involuntary  termination  of employment  with the Company or its  affiliated
units,  the vested  portion of any  nonqualified  stock  option  granted to such
Participant,  but not yet exercised,  shall terminate on the date of termination
of employment.

     (v) If a  Participant's  employment with the Company or its affiliated unit
terminates  by  reason  of the  Participant's  death,  Permanent  Disability  or
Retirement,  any  outstanding  nonqualified  stock  option  then  held  by  such
Participant shall remain  exercisable,  but only to the extent such nonqualified
stock option was  exercisable on the date of such  Participant's  termination of
employment,  until the expiration of the term of such Option.  If on the date of
such termination of employment,  any such nonqualified stock option shall not be
fully exercisable,  the Committee shall have the discretion to cause such Option
to continue to become  exercisable on the date or dates specified  therein as if
such termination of employment had not occurred.  The Committee may exercise the
discretion  granted to it by the preceding  sentence at the time a  nonqualified
stock  option is granted  or at any time  thereafter  while such a  nonqualified
stock option remains outstanding.

     (vi) The Committee  will  determine the  conditions of  nonqualified  stock
option exercise,  but in no event may any portion of a vested nonqualified stock
option be  exercisable  earlier  than one year  (except  pursuant to a Change in
Control) or later than ten years from the date of the grant.

     (vii) All  nonqualified  stock options shall vest immediately upon a Change
in Control, as defined in Section IV(1) hereof.

     (viii) The purchase price of shares purchased  pursuant to any nonqualified
stock  option shall be equal to the Fair Market Value of such shares on the date
of nonqualified stock
option grant,  as determined  by the  Committee,  and shall be paid in full upon
exercise,  either (a) in cash; (b) by delivery of shares of Common Stock (valued
at their Fair Market Value on the date of nonqualified stock option exercise, as
defined in Section IV); or (c) a combination of cash and Common Stock.

     (ix) The  Committee may at any time offer to buy out a  nonqualified  stock
option previously  granted,  based on such terms and conditions as the Committee
shall  establish and  communicate to the Participant at the time that such offer
is made.

(b) ISO. ISOs are rights to purchase shares of the Common Stock at a price equal
to the Fair  Market  Value  of such  Common  Stock  on the  date of grant  for a
predetermined  period  of  time.  However,  in the case of an ISO  granted  to a
Participant  who at the time of the grant  owns  (directly  or  indirectly,  and
including the Shares purchasable under such ISO) stock of the Company possessing
more than ten percent (10%) of the total combined voting power of all classes of
stock of the  Company,  the  Option  price  shall be at least  110% of such Fair
Market Value at the time the ISO is granted;  provided further,  that the Option
price shall in no event be less than the par value of the Shares subject to such
Option and the ISO must be exercised within 5 years of the date of grant.

     (i) The Committee  shall  determine the number of shares of Common Stock to
be covered by each such ISO. ISOs granted hereunder shall be evidenced by option
agreements containing such terms and conditions as the Committee shall establish
from time to time consistent with the Plan.

     (ii) No ISO shall be exercisable until it is vested and, thereafter,  shall
be immediately exercisable. An ISO shall vest in accordance with terms set forth
by the Committee at the date of grant in the option agreement.

     (iii) In the event of termination of a  Participant's  employment  with the
Company or its  affiliated  units for any reason,  except as otherwise  provided
below,  any  non-vested  portion of any ISO  granted to such  Participant  shall
terminate immediately.

     (iv) Except as described  below, in the event of a Participant's  voluntary
or  involuntary  termination  of employment  with the Company or its  affiliated
units,  the vested portion of any ISO granted to such  Participant,  but not yet
exercised, shall terminate on the date of termination of employment.

     (v) If a  Participant's  employment with the Company or its affiliated unit
terminates  by  reason  of the  Participant's  death,  Permanent  Disability  or
Retirement,  any  outstanding  ISO then held by such  Participant  shall  remain
exercisable,  but only to the extent such option was  exercisable on the date of
such Participant's  termination of employment,  until the expiration of the term
of such ISO.  If on the date of such  termination  of  employment,  any such ISO
shall not be fully exercisable, the Committee shall have the discretion to cause
such ISO to  continue  to  become  exercisable  on the  date or dates  specified
therein as if such termination of employment had not occurred. The Committee may
exercise the discretion  granted to it by the preceding  sentence at the time an
ISO is granted or at any time thereafter while such an ISO remains outstanding.

     (vi) The Committee will determine the conditions of Option exercise, but in
no event may any portion of a vested ISO be  exercisable  earlier  than one year
(except  pursuant  to a Change in Control) or later than ten years from the date
of the grant.

     (vii) All ISOs shall vest immediately upon a Change in Control,  as defined
in Section IV(1) hereof.
(viii) The purchase price of shares purchased  pursuant to any ISO shall be
equal  to the  Fair  Market  Value  of such  shares  on the  date of  grant,  as
determined by the Committee, and shall be paid in full upon exercise, either (a)
in cash;  (b) by delivery of shares of Common Stock (valued at their Fair Market
Value  on the  date  of ISO  exercise,  as  defined  in  Section  IV);  or (c) a
combination of cash and Common Stock.

     (ix)  The  Committee  may at any time  offer  to buy out an ISO  previously
granted, based on such terms and conditions as the Committee shall establish and
communicate to the Participant at the time that such offer is made.

(c) Stock Appreciation  Rights.  Stock Appreciation Rights are rights to receive
cash  and/or  Common  Stock in lieu of the  purchase  of shares  under a related
Option. The Committee may grant Stock Appreciation Rights to any optionee either
at the time of the grant of the Option or  subsequently,  by  amendment  to such
grant.  All Stock  Appreciation  Rights shall be evidenced by option  agreements
containing  such terms and conditions as the Committee shall establish from time
to time  consistent  with the Plan and shall be granted subject to the following
terms and  conditions  and such other terms and  conditions as the Committee may
establish:

     (i) Each Stock  Appreciation Right shall be exercisable at the same time as
the related Option is exercisable.

     (ii) Each Stock  Appreciation  Right shall  entitle  the holder  thereof to
surrender  to  the  Company  a  portion  of  or  all  of  the  unexercised,  but
exercisable,  related  Option.  With respect to each share of Common Stock as to
which  an  optionee's   Option  is  surrendered   upon  exercise  of  any  Stock
Appreciation  Right,  the optionee  shall be entitled to receive,  in cash or in
shares of Common Stock,  the economic  value of such Stock  Appreciation  Right.
Such  economic  value  shall be equal to the  excess  of the Fair  Market  Value
(determined  on the date of  exercise of such Stock  Appreciation  Right) of one
share of Common Stock over the option  price per share  specified in the related
Option. The Optionee shall not be required to pay the Option exercise price upon
surrender of the Option upon exercise of the related Stock Appreciation Right.

     (iii) Each  surrender of a portion of or all of an Option upon the exercise
of a Stock  Appreciation  Right shall cause a  share-for-share  reduction in the
number of shares of Common Stock covered by the related Option.

     (iv) Stock  Appreciation  Rights,  when  exercised,  may be paid for by the
Company in cash or Common Stock.  The Committee shall have the sole and absolute
discretion to determine  the relative  amounts of cash or Common Stock which may
be paid or issued upon exercise of Stock Appreciation Rights.

(d)  Restricted  Stock Awards.  Restricted  Stock Awards are stock  grants,  the
payment of which will depend upon the  Participant's  continued  employment with
the Company and may depend upon the achievement of certain financial performance
objectives.

     (i) The Committee may grant Restricted Stock either alone or in conjunction
with Performance  Shares as described in paragraph (e) below. It shall determine
the number of shares of Restricted Stock to be covered by each such grant.

     (ii) Restricted Stock is Common Stock acquired by a Participant  subject to
the restrictions described in the following subsections.

     (iii) Restricted Stock may not be sold,  transferred or otherwise  disposed
of,  pledged,  or  otherwise  encumbered.  In the  event of the  termination  of
employment  of a recipient  of  Restricted  Stock for any reason  except  death,
Retirement or Permanent Disability, the
recipient  shall transfer or cause to be transferred to the Company title to the
Restricted  Stock  owned  by  such  recipient  within  30  days  following  such
termination.

     (iv)  Restriction  terms and conditions will be set by the Committee at the
time of award.  These  conditions  may  include  the  requirement  that  certain
financial performance objectives of a Participant or the Company are achieved.

     (v) Upon the occurrence of the earlier of the death or Permanent Disability
of the recipient of Restricted Stock, the restrictions  against sale,  transfer,
and other disposition and against pledge or other encumbrance of such Restricted
Stock, which have not otherwise lapsed, shall immediately lapse.

     (vi) Upon the  occurrence of  Retirement,  the  restrictions  against sale,
transfer or other disposition and against pledge or other  encumbrance,  as to a
portion of the Restricted Stock (Portion A), as to which  restrictions  have not
otherwise lapsed shall immediately lapse. The retiree shall transfer or cause to
be  transferred  to the  Company  title to the balance of the  Restricted  Stock
(i.e.,  the  portion  of  Restricted  Stock  as to which  restrictions  have not
otherwise  lapsed  and  which is not  included  in  Portion  A)  within  30 days
following such Retirement.

     For purposes of this  subsection,  Portion A will be determined  separately
for each block of Restricted Stock for which  restrictions are due to lapse on a
different date. For each such block, Portion A will be determined by multiplying
the number of shares in such block by a fraction,  the numerator of which is the
number of months from the date of grant of that block of Restricted Stock to the
date of  retiree's  Retirement  and the  denominator  of which is the  number of
months from the date of grant of that block of Restricted Stock to the date that
restrictions on such block are due to lapse, as determined by the Committee.  In
the event that the total  Portion A calculated  for all such  fraction  shall be
rounded up to the nearest whole number.

     By  way of  illustration,  if a  Participant  was  granted  100  shares  of
Restricted  Stock on January 1, 1994, with the restrictions on such stock due to
lapse on January 1, 1999, and 200 shares of Restricted Stock on January 1, 1995,
with the  restrictions on such stock due to lapse on January 1, 2000, and if the
Participant retired on January 1, 1996, Portion A would be determined separately
for the  Restricted  Stock  granted on January 1, 1994,  and for the  Restricted
Stock granted on January 1, 1995.  With respect to the Restricted  Stock granted
on January 1, 1994,  Portion A would equal 40 shares  [determined by multiplying
100 (the number of shares in such block) by 24/60 (the number of months from the
date of grant to the date of Retirement divided by the number of months from the
date of grant to the date of lapse)]. Thus the total amount of stock included in
Portion A for the Participant would be 60 shares (40 plus 20).

     (vii) All restrictions shall lapse immediately upon a Change in Control, as
defined in Section IV(1) hereof.

     (viii) Certificates issued in respect of Restricted Stock granted under the
Plan  shall  be  registered  in the name of the  recipient  but  shall  bear the
following legend:

     "The   transferability   of  this  certificate  and  the  shares  of  stock
     represented  hereby is restricted and the shares are subject to the further
     terms and conditions  contained in the Restated  Long-Term  Incentive Stock
     Plan of Associated  Banc-Corp  (the  "Company").  A copy of said Plan is on
     file in the office of the Secretary of the Company at the Company's offices
     in Green Bay, Wisconsin."
(ix) In  order  to  enforce  the  restrictions,  terms  and  conditions  on
Restricted Stock,  each recipient  thereof shall,  immediately upon receipt of a
certificate or certificates  representing such stock, deposit such certificates,
together  with stock  powers  and such other  instructions  of  transfer  as the
Committee  may  require,  appropriately  endorsed in blank,  with the Company as
Escrow Agent under an escrow  agreement in such form as shall be  determined  by
the Committee.

(e)  Performance  Shares.  Each  Restricted  Stock Award may be accompanied by a
Performance Share Award.

     (i) On the date the restrictions lapse on an accompanying  Restricted Stock
Award, each Performance Share awarded will result in payment to the recipient of
the  Performance  Share Award, in Common Stock or in cash, of an amount equal to
the  Fair  Market  Value of one  share  of  Company  Common  Stock on such  date
multiplied by sum of the highest  Federal and state of residence of  Participant
marginal income tax rates in effect in the year in which  restrictions  lapse. A
marginal  income tax rate is the rate of tax  applicable  to the last  dollar of
income  earned by the taxpayer.  The Committee  shall have the sole and absolute
discretion to determine  the relative  amounts of cash or Common Stock which may
be paid or issued in satisfaction of a Performance Share Award.

     (ii) The number of Performance  Shares shall be determined by the Committee
and will be granted on the same date as is the Restricted Stock Award.

(f)  Performance  Units.  Performance  Units may be awarded  either  alone or in
addition to other Awards  granted under this Plan and shall consist of the right
to  receive  a  fixed  dollar  amount,  payable  in cash or  Common  Stock  or a
combination of both. The Committee shall determine the employees to whom and the
time or  times at which  Performance  Units  shall be  awarded,  the  number  of
Performance Units to be awarded to any person, the duration of the period during
which,  and the  conditions  under which, a  Participant's  right to Performance
Units will be vested and the  ability of  Participants  to defer the  receipt of
payment of such Performance Units.

The Committee may condition the vesting of Performance Units upon the attainment
of specified financial performance objectives of a Participant or the Company or
such other factors or criteria as the Committee shall determine.

(g) Other Stock-Based Awards.  Other awards of Common Stock and cash awards that
are valued in whole or in part by  reference  to, or are payable in or otherwise
based  on,  Common  Stock  ("Other  Stock-Based   Awards")  including,   without
limitation,  Awards valued by reference to performance concepts,  may be granted
either  alone or in addition to or in tandem with  Options,  Stock  Appreciation
Rights, Stock Awards, Performance Shares or Performance Units.

(h) Limitations on Grants.

     1. The  following  limitations  will  apply to grants of  Options  or Stock
Appreciation Rights under the Plan:

          (i) No  Participant  will be  granted  Options  or Stock  Appreciation
     Rights under the Plan to receive more than 50,000 shares of Common Stock in
     any fiscal year,  provided that the Company may make an additional one-time
     grant of up to 20,000 shares to newly hired employees; and

          (ii) No  Participant  will be granted  Options  or Stock  Appreciation
     Rights under the Plan to purchase more than 500,000 shares over the term of
     the Plan,  provided  that,  if the number of shares  available for issuance
     under  the Plan is  increased,  the  maximum  number  of  Options  or Stock
     Appreciation  Rights that any Participant may be granted also automatically
     will increase by a proportionate amount equal of shares for each additional
     fiscal year in which shares are allocated for issuance under the Plan.

          Except as to  forfeited  shares,  the  payment of cash  dividends  and
     dividend  equivalents in conjunction with  outstanding  awards shall not be
     counted against the shares available for issuance.

          The  foregoing  limitations  are intended to satisfy the  requirements
     applicable to Options and Stock  Appreciation  Rights so as to qualify such
     awards as  "performance-based  compensation"  within the meaning of Section
     162 (m) of the Code. In the event that the Committee  determines  that such
     limitations  are not  required  to qualify  Options  or Stock  Appreciation
     Rights as  performance-based  compensation,  the  Committee  may  modify or
     eliminate such limitations.

2. The following limitations will apply to grants of ISOs under the Plan:

          (i) The aggregate  Fair Market Value  (determined at the time the ISOs
     are  granted) of the Shares with  respect to which the ISO are  exercisable
     for the first time by an employee during any calendar year shall not exceed
     $100,000.  This limitation  shall be applied by taking ISOs into account in
     the order they were granted.

          (ii) Shares acquired upon the exercise of an ISO shall not be disposed
     of (a) within two (2) years following the date the ISO was granted; nor (b)
     within  one (1)  year  following  the  date  shares  of  Common  Stock  are
     transferred to the employee.

          Any shares  issued  under the Plan may  consist in whole or in part of
     authorized and unissued shares of treasury shares, and no fractional shares
     shall be issued under the Plan.  Cash may be paid in lieu of any fractional
     shares and settlement of awards under the Plan.

Section IV.  Miscellaneous Provisions.

          (a)  Rights  of  Recipients  of  Awards.  A holder of  Options,  Stock
     Appreciation  Rights,  Performance  Shares,  Performance  Units  and  Other
     Stock-Based  Awards  granted  under  the Plan  shall  have no  rights  as a
     shareholder of the Company by virtue thereof unless and until  certificates
     for  shares are  issued.  The holder of a  Restricted  Stock  Award will be
     entitled to receive any  dividends on such shares in the same amount and at
     the same time as  declared  on shares of Common  Stock of the  Company  and
     shall be entitled to vote such shares as a shareholder of record.

          (b)  Assignment.   Options,  Stock  Appreciation  Rights,  Performance
     Shares,  Performance  Units,  Other  Stock-Based  Awards  or any  rights or
     interests of a Participant therein,  shall be assignable or transferable by
     such  Participant at the discretion of the Committee or by will or the laws
     of descent and distribution.

          (c)  Further  Agreements.  All  Options,  Stock  Appreciation  Rights,
     Restricted Stock Awards,  Performance  Shares,  Performance Units and Other
     Stock-Based Awards granted under this Plan shall be evidenced by agreements
     or other written  documents  from the Company,  in such form and containing
     such  terms  and  conditions  (not  inconsistent  with  this  Plan)  as the
     Committee may require.
(d) Replacement  Options.  Upon cancellation of an outstanding Option,
     replacement  Options  may be issued in an amount and with such terms as the
     Committee may determine.

          (e) Deferral of Exercise.

               (i)  Securities Law Restrictions. Although the Company intends to
                    use its best efforts so that the shares purchasable upon the
                    exercise of Options will be registered under, or exempt from
                    the registration  requirements of the federal Securities Act
                    of  1933,  as  amended  (the   "Securities   Act")  and  any
                    applicable  state  securities law at the time Options become
                    exercisable,  if the exercise of an Option or any part of it
                    would  otherwise  result in the  violation by the Company of
                    any  provision  of  the  Securities  Act  or  of  any  state
                    securities  law, the Company may require that such  exercise
                    be deferred until the Company has taken  appropriate  action
                    to avoid any such violation.

               (ii) Legal and  Other  Requirements.  No  shares of Common  Stock
                    shall be issued or  transferred  upon  exercise of any award
                    under the Plan  unless  and  until  all  legal  requirements
                    applicable  to the  issuance  or transfer of such shares and
                    such other requirements as are consistent with the Plan have
                    been complied with to the satisfaction of the Committee. The
                    Committee may require that prior to the issuance or transfer
                    of Common Stock hereunder, the recipient thereof shall enter
                    into a written  agreement to comply with any restrictions on
                    subsequent  disposition  that the  Committee  or the Company
                    deem  necessary  or  advisable  under  any  applicable  law,
                    regulation or official interpretation thereof.  Certificates
                    of stock issued  hereunder may bear a legend to reflect such
                    restrictions.

          (f)  Withholding  of Taxes.  Pursuant to  applicable  Federal,  state,
     local,  or foreign tax laws,  the Company may be required to collect income
     or other taxes upon the grant of certain awards,  the exercise of an Option
     or Stock  Appreciation  Right, or the lapse of restrictions on a Restricted
     Stock Award or Performance  Share,  Performance  Unit or Other  Stock-Based
     Award.  The  Company  may deduct  from  payments  made  under the Plan,  or
     require,  as a condition  to such award or to the  exercise of an Option or
     Stock Appreciation  Right, that the recipient pay the Company, at such time
     as the  Committee or the Company  determine,  the amount of any taxes which
     the Committee or the Company determine, in their discretion are required to
     be withheld.

          (g) Right to Awards. No employee of the Company or its affiliated unit
     or other person shall have any claim or right to be a  Participant  in this
     Plan or to be granted an award hereunder. Neither the adoption of this Plan
     nor any action taken hereunder shall be construed as giving any Participant
     any right to be  retained  in the employ of the  Company or any  affiliated
     unit nor shall the grant of any award  hereunder  constitute  a request  or
     consent to postpone the retirement date of a Participant. Nothing contained
     hereunder  shall be construed as giving any Participant or any other person
     any equity or interest of any kind in any assets of the Company or creating
     a trust of any kind or a  fiduciary  relationship  of any kind  between the
     Company and any such person.  As to any claim for any unpaid  amounts under
     the Plan,  any  Participant or any other person having a claim for payments
     shall be an unsecured creditor.

          (h) Fair Market Value.  The "Fair Market Value" of the Common Stock of
     the Company  shall be  determined by the Committee and shall be the closing
     price as reported on NASDAQ  National Market System as reported in the Wall
     Street Journal,  for the Company's  Common Stock for the trading day of the
     date of the grant or exercise, whichever is appropriate.

          (i) Permanent Disability.  "Permanent Disability" shall mean a finding
     by the Committee that a Participant is fully and  permanently  unable to be
     gainfully employed because of a physical or mental disability.
(j) Retirement.  "Retirement" shall mean any date on which an employee
     retires under the terms and  conditions of the Company's  Profit  Sharing &
     Retirement Savings Plan provided,  however,  that the employee has attained
     age 60 as of such date.

          (k) Indemnity. Neither the Board of Directors nor the Company, nor any
     members of  either,  nor any  employees  of the  Company or its  affiliated
     units, shall be liable for any act, omission, interpretation,  construction
     or   determination   made  in  good   faith  in   connection   with   their
     responsibilities with respect to the Plan, and the Company hereby agrees to
     indemnify  the  members  of the  Board of  Directors,  the  members  of the
     Committee,  and the employees of the Company and its affiliated  units with
     respect to any claim,  loss,  damage, or expense  (including  counsel fees)
     arising  from any  such  act,  omission,  interpretation,  construction  or
     determination  with respect to the Plan or any action taken  pursuant to it
     to the full extent  permitted by law and the Articles of  Incorporation  of
     the Company.

          (l)  Change in  Control.  "Change in  Control"  shall mean a change in
     control of the Company which shall be deemed to have occurred only if:

               (i)  25% or  more of the  outstanding  voting  securities  of the
                    Company changes beneficial ownership as a result of a tender
                    offer;

               (ii) The  Company  is  merged  or   consolidated   with   another
                    corporation,   and  as  a   result   of   such   merger   or
                    consolidation,  less  than  75%  of the  outstanding  voting
                    securities  of the  surviving  or resulting  corporation  is
                    owned in the  aggregate by the  shareholders  of the Company
                    who owned such securities  immediately  prior to such merger
                    or consolidation,  other than affiliates (within the meaning
                    of the  Exchange  Act)  of  any  party  to  such  merger  or
                    consolidation;

               (iii)The  Company  sells at least 85% of its assets to any entity
                    which is not a member of the control group of  corporations,
                    within the meaning of Internal Revenue Code section 1563, of
                    which the Company is a member; or

               (iv) A person, within the meaning of sections 3(a)(9) or 13(d)(3)
                    of the Exchange Act, acquires 25% or more of the outstanding
                    voting   securities  of  the  Company   (whether   directly,
                    indirectly, beneficially or of record).

          For purposes  hereof,  ownership of voting  securities shall take into
     account  and  shall  include   ownership  as  determined  by  applying  the
     provisions  of Rule  13d-3(d)(1)(i)  (relating  to options) of the Exchange
     Act.

          (m) Transfers  and Leaves.  A change in employment or service from the
     Company to an  affiliated  unit of the  Company,  or vice versa,  shall not
     constitute  termination  of employment or service for purposes of the Plan.
     Furthermore,  the  Committee  (or Board of Directors in case of a member of
     the  Committee)  may determine that for purposes of the Plan, a Participant
     who is on leave of absence will still be  considered  as in the  continuous
     employment or service of the Company.

          (n) No  Fiduciary  Relationship  or  Responsibility.  Under  ERISA and
     related  federal laws,  the Company is not a fiduciary  with respect to the
     Plan,  and has no fiduciary  obligation  with  respect to any  Participant,
     beneficiary or other person claiming a right  hereunder.  Further,  nothing
     herein  contained,  and no action or inaction arising pursuant hereto shall
     give rise under  state or federal  law to a trust of any kind or create any
     fiduciary   relationship   of  any  kind  or  degree  for  the  benefit  of
     Participants, any beneficiary, or any other person.

          (o) Severability of Provisions.  If any provision of this Plan is held
     to be invalid or unenforceable,  such invalidity or unenforceability  shall
     not  affect any other  provisions,  and this Plan  shall be  construed  and
     enforced as if such provision had not been included.
(p)  Governing  Law.  This  Plan  shall  be  governed,   administered,
     construed  and enforced  according to the laws of the United States and the
     State of  Wisconsin  law to the  extent  not  preempted  by the laws of the
     United States.

          (q) Waiver.  A waiver by a party of any of the terms and conditions of
     this  agreement  in any  instance  shall not be deemed or construed to be a
     waiver of such  term or  condition  for the  future,  or of any  subsequent
     breach thereof, or of any other term or condition of this agreement.

          (r) Entire  Agreement.  This Plan  constitutes  the  entire  agreement
     between the parties  respecting the subject matter hereof, and there are no
     representations,  warranties,  agreements,  or  commitments  of the Company
     hereto  except as set forth  herein.  This Plan may be  amended  only by an
     instrument in writing.

Section V. Amendment and  Termination;  Adjustments  Upon Changes in Stock.  The
Board of Directors of the Company may at any time, and from time to time, amend,
suspend or terminate the Plan in whole or in part; provided,  however,  that the
Board  of  Directors  may not  materially  increase  the  benefits  accruing  to
Participants  under  the Plan,  increase  the  number of shares of Common  Stock
reserved for purposes of the Plan, or materially  modify the  requirements as to
eligibility  for  participation  in the Plan  without  further  approval  by the
affirmative vote of at least a majority of the holders of the outstanding shares
of  Common  Stock.  Except as  provided  herein,  no  amendment,  suspension  or
termination  of the Plan may affect the rights of a Participant to whom an award
has been  granted  without  such  Participant's  consent.  If there shall be any
change in the stock  subject to the Plan or to any  Option,  Stock  Appreciation
Right, Restricted Stock Award,  Performance Share Award, Performance Unit, Other
Stock-Based  Award or other  award  granted  under  the  Plan,  through  merger,
consolidation, reorganization,  recapitalization, stock dividend, stock split or
other change in the corporate structure,  appropriate adjustments may be made by
the Board of Directors of the Company in the aggregate number and kind of shares
and the price per share  subject  to  outstanding  Options,  Stock  Appreciation
Rights,  Restricted Awards,  Performance Share Awards,  Performance Units, Other
Stock-Based Awards or other awards.

Section VI. Shares of Stock Available.  The shares available for Options,  Stock
Appreciation  Right Awards,  Restricted Stock Awards,  Performance Share Awards,
Performance  Units,  Other  Stock-Based  Awards or other  awards under this Plan
shall not exceed 2,559,884 shares of the Company's common stock, $.01 par value.
This amount  will be reduced  upon the  exercise of an Option,  by the number of
shares exercised;  upon the exercise of a Stock Appreciation Right, by an amount
equal to the  number of shares  covered  by the  Option  cancelled  due to Stock
Appreciation Rights exercised; by the number of shares which are released due to
the lapse of restrictions in case of a Restricted  Stock Award; by the number of
Performance Shares paid (in cash or Common Stock) at the time restrictions lapse
on the Restricted Stock Awards which the Performance Shares accompany;  and with
respect  to  Performance  Units or  Other  Stock-Based  Awards  paid at the time
restrictions  lapse on such awards.  Any shares  subject to an Option  hereunder
that for any reason expires,  terminates or is cancelled  (other than because of
the  exercise  of an  attached  Stock  Appreciation  Right  or  the  unexercised
expiration  of such  Option);  shares  reacquired  by the  Company  because  the
Participant's  employment  with the  Company  terminates  prior to the  lapse of
restrictions on Restricted Stock Awards; or Performance  Shares not paid because
the participant's  employment with the Company  terminates prior to the lapse of
restrictions  on  accompanying  Restricted  Stock Awards will be  available  for
further awards. Shares of Common Stock available for Options, Stock Appreciation
Right Awards, Restricted Stock Awards and Performance Share Awards,  Performance
Units or  Other  Stock-Based  Awards  may be  authorized  but  unissued  shares,
treasury shares, or shares reacquired on the open market.

Section  VII.  Effective  Date  and Term of the  Plan.  Subject  to  shareholder
approval,  the effective  date of the Plan is January 1, 1994,  and awards under
the Plan may be made for a period  of ten years  commencing  on such  date.  The
period  during which an Option or other Award may be exercised may extend beyond
that time as provided herein.

Adopted by the Administrative  Committee of the Board of Directors:  January 26,
1994.

Adopted by the Board of Directors:  January 26, 1994.
Approved by Shareholders at the April 28, 1994, Annual Meeting.

Amended by the Board of Directors:  October 23, 1996.

Amended by the Administrative  Committee of the Board of Directors:  January 22,
1997.

Adopted by the Board of Directors:  January 22, 1997.

Approved by the Shareholders at the April 23, 1997, Annual Meeting.

                                                         /s/ Brian R. Bodager
                                                         Brian R. Bodager
Dated:

April   4  , 1994
EXHIBIT 24(b)

                    Consent Of Independent Public Accountants

The Board of Directors
Associated Banc-Corp:

We consent to the use of our report incorporated herein by reference.

                                               /s/  KPMG Peat Marwick LLP

Chicago, Illinois
February 11, 1998
EXHIBIT 25

                                POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.

                                                 /s/ Robert C. Gallagher
                                                 Robert C. Gallagher
                                                 Director
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.

                                               /s/ Robert S. Gaiswinkler
                                               Robert S. Gaiswinkler
                                               Director
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.

                                               /s/ Ronald R. Harder
                                               Ronald R. Harder
                                               Director
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.

                                               /s/ John S. Holbrook, Jr.
                                               John S. Holbrook, Jr.
                                               Director
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.

                                               /s/ William R. Hutchinson
                                               William R. Hutchinson
                                               Director
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.

                                               /s/ Robert P. Konopacky
                                               Robert P. Konopacky
                                               Director
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.

                                               /s/ George R. Leach
                                               Dr. George R. Leach
                                               Director
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.

                                               /s/ John C. Meng
                                               John C. Meng
                                               Director
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.

                                               /s/ J. Douglas Quick
                                               J. Douglas Quick
                                               Director
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.

                                               /s/ John C. Seramur
                                               John C. Seramur
                                               Director
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.

                                               /s/ John H. Sproule
                                               John H. Sproule
                                               Director
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.

                                               /s/ Ralph R. Staven
                                               Ralph R. Staven
                                               Director
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS,  that the undersigned Director of Associated
Banc-Corp,  a Wisconsin  corporation (the  "Corporation"),  which is planning to
file with the Securities and Exchange Commission (the "SEC"), Washington,  D.C.,
under the provisions of the  Securities Act of 1933 (the "Act"),  a Registration
Statement on Form S-8 for the registration under such Act of common stock of the
Corporation issuable pursuant to the Corporation's  Restated Long-Term Incentive
Stock Option Plan, hereby  constitutes and appoints Harry B. Conlon and Brian R.
Bodager,  and each of them,  his true and lawful  attorneys-in-fact  and agents,
with full power to act without the others,  for him and in his name,  place, and
stead, in any and all capacities,  to sign such Registration  Statement and each
amendment (including post-effective amendments), with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest such seal, and
to file such Registration Statement and each amendment (including post-effective
amendments) so signed,  with all exhibits  hereto,  and any and all documents in
connection  therewith,  with the SEC, and to appear before the SEC in connection
with any  matter  relating  to such  Registration  Statement  and to any and all
amendments thereto (including post-effective  amendments),  hereby granting such
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done as he
might or could do in person,  and hereby  ratifying and confirming all that such
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

    IN WITNESS  WHEREOF,  the undersigned has executed this Power of Attorney as
of the 29th day of October, 1997.

                                               /s/ Norman L. Wanta
                                               Norman L. Wanta
                                               Director
February 17, 1998

Securities and Exchange Commission
450 5th Street N.W.
Judiciary Plaza
Washington, D.C.  20549

Ladies/Gentlemen:

RE:  Associated Banc-Corp (0-5519)
     Registration Statement on Form S-8

Pursuant to regulations of the  Securities  and Exchange  Commission,  submitted
herewith  for  filing on  behalf of  Associated  Banc-Corp  is its  Registration
Statement on Form S-8, including Exhibits. The Registration Statement relates to
the  registration  of  additional  shares for the  Company's  existing  Restated
Long-Term Incentive Stock Option Plan.

The filing fee of $10,965.15 has been paid by wire transfer.

Sincerely,

Brian R. Bodager
Chief Administrative Officer
General Counsel & Corporate Secretary