As filed with the Securities and Exchange Commission on March 12, 1999
                                               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)
                                1200 Hansen Road
                                 P.O. Box 13307
                            Green Bay, WI 54307-3307
                                 (920) 491-7000
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

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


                             Brian R. Bodager, Esq.
                     General Counsel and Corporate Secretary
                              Associated Banc-Corp
                                1200 Hansen Road
                                 P.O. Box 13307
                            Green Bay, WI 54307-3307
                         (920) 491-7001 (Name, address,
                    including zip code, and telephone number,
                   including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
===============================================================================
Title of       Amount       Proposed         Proposed             Amount
securities     to be        maximum           maximum               of
 to be        registered  offering price  aggregate offering   registration
registered      (1)(2)     per share(3)       price(3)             fee
-------------------------------------------------------------------------------
Common Stock.. 1,875,000     $33.75          $63,281,250        $17,592.19
===============================================================================
(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  ($34.50)  and low ($33.00)  prices of the  Registrant's
common stock on the National  Association of Securities Dealers,  Inc. Automated
Quotation/National Market System on March 10, 1999. 

                                  Page 1 of 29
                       Exhibit Index Appears on Page II-2



<PAGE>


This Registration Statement is being filed to register additional shares for the
Associated  Banc-Corp  Amended  and  Restated  Long-Term  Incentive  Stock Plan.
Pursuant to instruction E of the General  Instructions to Form S-8, the contents
of  Registration   Statement  Nos.   33-35560,   33-86790,   and  333-46467  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,  33- 86790,  and 333-46467  became
effective.

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 11th day of
March, 1999.

                                    ASSOCIATED BANC-CORP


                                    By: /s/ HARRY B. CONLON
                                    Name:  Harry B. Conlon
                                    Title: Chairman 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 of the Board and          March 11, 1999
Harry B. Conlon            Chief Executive Officer

Robert S. Gaiswinkler  *            Director                  January 27, 1999
------------------------
Robert S. Gaiswinkler

Robert C. Gallagher    *   President, COO, and a Director     January 27, 1999
------------------------
Robert C. Gallagher

Ronald R. Harder       *            Director                  January 27, 1999
------------------------
Ronald R. Harder

John S. Holbrook, Jr.  *            Director                  January 27, 1999
------------------------
John S. Holbrook, Jr.

William R. Hutchinson  *            Director                  January 27, 1999
------------------------
William R. Hutchinson

Robert P. Konopacky    *            Director                  January 27, 1999
------------------------
Robert P. Konopacky

Dr. George R. Leach    *            Director                  January 27, 1999
------------------------
Dr. George R. Leach

John C. Meng           *            Director                  January 27, 1999
------------------------
John C. Meng

J. Douglas Quick       *            Director                  January 27, 1999
------------------------
J. Douglas Quick

John C. Seramur        *            Director                  January 27, 1999
------------------------
John C. Seramur

John H. Sproule        *            Director                  January 27, 1999
------------------------
John H. Sproule

Ralph R. Staven        *            Director                  January 27, 1999
------------------------
Ralph R. Staven

Norman L. Wanta        *            Director                  January 27, 1999
------------------------
Norman L. Wanta
                               Senior Vice President,
/s/ JOSEPH B. SELNER          Chief Financial Officer         March 11, 1999
Joseph B. Selner              Chief Accounting Officer

           *Harry B. Conlon  hereby signs this  Registration  Statement on March
11, 1999, 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          Amended and Restated Long-Term Incentive Stock Plan       5

24(b)       Consent of Independent Public Accountants                16

25          Powers of Attorney                                       18




<PAGE>



                                   EXHIBIT 10



                              ASSOCIATED BANC-CORP

               AMENDED AND RESTATED LONG-TERM INCENTIVE STOCK PLAN


Section I. Purpose of the Plan. The purpose of this Associated Banc-Corp Amended
and  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 Amended and 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 5,074,856 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.

Adopted by the Board of Directors:  January 28, 1998.

Approved by the Shareholders at the April 22, 1998, 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 LLP

Chicago, Illinois
March 11, 1999








<PAGE>


                    Consent Of Independent Public Accountants



We consent to the use of our report dated January 22, 1998, with respect to the 
financial statements of First Financial Corporation incorporated herein by 
reference in the Registration Statement of Associated Banc-Corp on Form S-8 
filed on March 12, 1999 for the registration of 1,875,000 shares of its common
stock.



                                                    /s/  ERNST & YOUNG LLP

Milwaukee, Wisconsin
March 12, 1999

<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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.



                                                    /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.



                                                    /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.



                                                    /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.



                                                    /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.



                                                    /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.



                                                    /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.



                                                    /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.



                                                              /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.



                                                         /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.



                                                         /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.



                                                         /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.



                                                         /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.



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





<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 85099}]
{"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": "333-74307", "film-number": "99563784"}, "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 March 12, 1999
                                               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)
                                1200 Hansen Road
                                 P.O. Box 13307
                            Green Bay, WI 54307-3307
                                 (920) 491-7000
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

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

                             Brian R. Bodager, Esq.
                     General Counsel and Corporate Secretary
                              Associated Banc-Corp
                                1200 Hansen Road
                                 P.O. Box 13307
                            Green Bay, WI 54307-3307
                         (920) 491-7001 (Name, address,
                    including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
===============================================================================
Title of       Amount       Proposed         Proposed             Amount
securities     to be        maximum           maximum               of
 to be        registered  offering price  aggregate offering   registration
registered      (1)(2)     per share(3)       price(3)             fee
-------------------------------------------------------------------------------
Common Stock.. 1,875,000     $33.75          $63,281,250        $17,592.19
===============================================================================
(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  ($34.50)  and low ($33.00)  prices of the  Registrant's
common stock on the National  Association of Securities Dealers,  Inc. Automated
Quotation/National Market System on March 10, 1999. 

                                  Page 1 of 29
                       Exhibit Index Appears on Page II-2
This Registration Statement is being filed to register additional shares for the
Associated  Banc-Corp  Amended  and  Restated  Long-Term  Incentive  Stock Plan.
Pursuant to instruction E of the General  Instructions to Form S-8, the contents
of  Registration   Statement  Nos.   33-35560,   33-86790,   and  333-46467  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,  33- 86790,  and 333-46467  became
effective.

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 11th day of
March, 1999.

                                    ASSOCIATED BANC-CORP

                                    By: /s/ HARRY B. CONLON
                                    Name:  Harry B. Conlon
                                    Title: Chairman 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 of the Board and          March 11, 1999
Harry B. Conlon            Chief Executive Officer

Robert S. Gaiswinkler  *            Director                  January 27, 1999
------------------------
Robert S. Gaiswinkler

Robert C. Gallagher    *   President, COO, and a Director     January 27, 1999
------------------------
Robert C. Gallagher

Ronald R. Harder       *            Director                  January 27, 1999
------------------------
Ronald R. Harder

John S. Holbrook, Jr.  *            Director                  January 27, 1999
------------------------
John S. Holbrook, Jr.

William R. Hutchinson  *            Director                  January 27, 1999
------------------------
William R. Hutchinson

Robert P. Konopacky    *            Director                  January 27, 1999
------------------------
Robert P. Konopacky

Dr. George R. Leach    *            Director                  January 27, 1999
------------------------
Dr. George R. Leach

John C. Meng           *            Director                  January 27, 1999
------------------------
John C. Meng

J. Douglas Quick       *            Director                  January 27, 1999
------------------------
J. Douglas Quick

John C. Seramur        *            Director                  January 27, 1999
------------------------
John C. Seramur

John H. Sproule        *            Director                  January 27, 1999
------------------------
John H. Sproule

Ralph R. Staven        *            Director                  January 27, 1999
------------------------
Ralph R. Staven

Norman L. Wanta        *            Director                  January 27, 1999
------------------------
Norman L. Wanta
                               Senior Vice President,
/s/ JOSEPH B. SELNER          Chief Financial Officer         March 11, 1999
Joseph B. Selner              Chief Accounting Officer

           *Harry B. Conlon  hereby signs this  Registration  Statement on March
11, 1999, 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          Amended and Restated Long-Term Incentive Stock Plan       5

24(b)       Consent of Independent Public Accountants                16

25          Powers of Attorney                                       18
EXHIBIT 10

                              ASSOCIATED BANC-CORP

               AMENDED AND RESTATED LONG-TERM INCENTIVE STOCK PLAN

Section I. Purpose of the Plan. The purpose of this Associated Banc-Corp Amended
and  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 Amended and 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 5,074,856 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.

Adopted by the Board of Directors:  January 28, 1998.

Approved by the Shareholders at the April 22, 1998, 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 LLP

Chicago, Illinois
March 11, 1999
Consent Of Independent Public Accountants

We consent to the use of our report dated January 22, 1998, with respect to the 
financial statements of First Financial Corporation incorporated herein by 
reference in the Registration Statement of Associated Banc-Corp on Form S-8 
filed on March 12, 1999 for the registration of 1,875,000 shares of its common
stock.

                                                    /s/  ERNST & YOUNG LLP

Milwaukee, Wisconsin
March 12, 1999
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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.

                                                    /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.

                                                    /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.

                                                    /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.

                                                    /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.

                                                    /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.

                                                    /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.

                                                    /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.

                                                              /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.

                                                         /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.

                                                         /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.

                                                         /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.

                                                         /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   Amended  and  Restated
Long-Term  Incentive Stock 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 27th day of January, 1999.

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