2




                     Certification under Section 302 of the
                           Sarbanes-Oxley Act of 2002


                                  CERTIFICATION


I, Paul S. Beideman, certify that:

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

         2. Based on my knowledge, this 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 report;

         3. Based on my knowledge, the financial statements, and other
financial information included in this 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 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 have:

                  (a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, 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 quarterly report
is being prepared;

                  (b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and

                  (c) Disclosed in this report any change in the registrant's
internal controls over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal control over
financial reporting; and

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, 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 and material weaknesses in
the design or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize, and report financial data information; 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 over financial reporting.



Dated:    May 10, 2004                              /s/
       -----------------------------        --------------------------------
                                            Paul S. Beideman
                                            President & Chief Executive Officer