Exhibit 99 (b)

                     CERTIFICATION UNDER SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


                                 CERTIFICATION


I, Robert C. Gallagher, certify that:

        1. I have reviewed this annual report on Form 10-K of Associated
Banc-Corp;

        2.      Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

        3.      Based on my knowledge, the financial statements and other
financial information included in this annual report fairly present in all
material respects the financial condition, results of operations, and cash flows
of the registrant as of, and for, the periods presented in this annual report;

        4.      The registrant's other certifying officers and I are responsible
for establishing and maintain disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                (a)     designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

                (b)     evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

                (c)     presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

        5.      The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

                (a)     all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrant's ability to
record, process, summarize, and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and

                (b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls; and

        6.      The registrant's other certifying officers and I have indicated
in this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Dated:    May 13, 2003          /s/ Robert C. Gallagher
                                Robert C. Gallagher
                                Chairman of the Board