<DOCUMENT>
<TYPE>EX-4.(A)
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>
                              ASSOCIATED BANC-CORP

                 7.625% Junior Subordinated Debentures due 2032

                         Officers' Certificate Pursuant
                         To Section 3.1 of the Indenture


     Pursuant  to  authority  expressly  delegated  by the Board of Directors of
Associated Banc-Corp (the "Company") by resolutions duly adopted by the Board of
Directors,  and  pursuant  to  the  Indenture referred to below, there is hereby
established  a  series  of Securities (as that term is defined in the Indenture)
pursuant  to  Section  3.1 of the Junior Subordinated Indenture, dated as of May
30,  2002,  between  the  Company and BNY Midwest Trust Company, as Trustee (the
"Indenture"),  the  terms  of  which  shall be as follows (capitalized terms not
defined  herein  shall  have  the  meanings  assigned to them in the Indenture):

          (1)     The Securities of this series shall be known and designated as
the  "7.625%  Junior  Subordinated  Debentures  due  2032"  of  the Company (the
"Debentures").  The  Debentures  initially  shall be issued to ASBC Capital I, a
Delaware  statutory  business  trust (the "Trust").  The Trust Agreement for the
Trust  shall  be  the  Amended and Restated Trust Agreement, dated as of May 30,
2002,  among  the  Company,  as  Sponsor, BNY Midwest Trust Company, as Property
Trustee,  The  Bank  of  New  York  (Delaware),  as  Delaware  Trustee,  and the
Administrative  Trustees  named  therein (the "Trust Agreement").  The Guarantee
will  be  issued  pursuant to the Guarantee Agreement, dated as of May 30, 2002,
between  the  Company  and  BNY  Midwest  Trust  Company,  as Guarantee Trustee.

          (2)     The  aggregate  principal  amount  of  Debentures which may be
authenticated  and  delivered  under  the  Indenture is $207,474,250 (except for
Debentures  authenticated  and  delivered  upon  registration of transfer of, or
exchange for, or in lieu of, other Debentures pursuant to Section 3.4, 3.5, 3.6,
9.6  or  11.6  of  the  Indenture).

          (3)     The  Debentures  will  be issued only in fully registered form
and  the  authorized minimum denomination of the Debentures shall be $25 and any
integral  multiple  of  $25  in  excess  thereof.

          (4)     The  principal  amount  of  the Debentures shall be payable in
full  on  June  15, 2032 subject to and in accordance with the provisions of the
Indenture.


<PAGE>
          (5)     The  rate  at which the Debentures shall bear interest will be
7.625%  per  annum;  the  date  from which such interest shall accrue is May 30,
2002;  the  Interest  Payment  Dates (as defined in the Indenture) on which such
interest shall be payable are March 15, June 15, September 15 and December 15 of
each  year,  commencing  September  15,  2002;  and the Regular Record Dates (as
defined  in the Indenture) for the interest payable on any Interest Payment Date
will  be  the  business  day  preceding  each  Interest  Payment Date, provided,
however,  in  the  event  the  Debentures  are distributed to the holders of the
Preferred  Securities  (as  defined below) of the Trust, the Regular Record Date
for  the  Debentures  shall be (i) in the case the Debentures are represented by
one  or  more  global  securities, the business day next preceding such Interest
Payment  Date  and (ii) in the case the Debentures are not represented by one or
more  global  securities,  the  date  which  is fifteen days next preceding such
Interest  Payment  Date (whether or not a business day).  The amount of interest
payable for any period will be computed on the basis of a 360-day year comprised
of  twelve 30-day months.  The amount of interest payable for any period shorter
than  a  full  quarterly  period will be computed on the basis of a 30-day month
and,  for  periods  of  less than a month, the actual number of days elapsed per
30-day  month.

          (6)     Interest  will  be  payable  to  the  person  in  whose name a
Debenture  (or one or more Predecessor Debentures) is registered at the close of
business  on  the  Regular Record Date next preceding the Interest Payment Date,
except  that,  interest  payable  on  the  Stated Maturity of the principal of a
Debenture  shall  be  paid  to  the  Person  to  whom  principal  is  paid.

          (7)     Interest on the Debentures shall be subject to deferral to the
extent  and  in  the manner provided in Section 3.11 of the Indenture at any one
time  or  from time to time for a period next exceeding 20 consecutive quarterly
periods.

          (8)     Payment of the principal of (and premium, if any) and interest
on  the  Debentures  will  be  made at the corporate trust office of BNY Midwest
Trust Company in the City of New York, New York, in such coin or currency of the
United  States  of America as at the time of payment is legal tender for payment
of  public  and  private  debts;  provided,  however,  that at the option of the
Company  payment  of  interest may be made (i) by check mailed to the address of
the  Person  entitled  thereto  as  such  address shall appear in the Securities
Register  or  (ii) by wire transfer in immediately available funds at such place
and  to  such  account  as  may  be designated by the Person entitled thereto as
specified  in  the  Securities  Register.  The  office  where  Debentures may be
presented  or  surrendered  for  payment  and the office where Debentures may be
surrendered  for  transfer  or exchange and where notices and demands to or upon
the  Company  in respect of the Debentures and the Indenture may be served shall
be  the  corporate  trust office of BNY Midwest Trust Company in the City of New
York,  New  York.  The  Trustee  shall  act  as  Paying  Agent.


                                        2
<PAGE>
          (9)     The  Debentures  are  redeemable at the option of the Company,
subject  to  the terms and conditions of Article XI of the Indenture, at 100% of
their  principal  amount  plus  accrued  and  unpaid  interest:

                    -    in  whole  or  in part, on one or more occasions at any
                         time  on  or  after  May  30,  2007;  or

                    -    in  whole  at any time if a Special Event occurs and is
                         continuing with respect to the Trust's 7.625% Preferred
                         Securities (the "Preferred Securities") and the Company
                         cannot  cure  that  event  by  some  reasonable action.

                  The Company may redeem the Debentures within 90 days following
the occurrence of the Special Event. A "Special Event" means the occurrence of a
"Tax  Event",  a  "Regulatory  Capital  Event" or an "Investment Company Event".

               "Tax  Event"  means the receipt of the Company or the Trust of an
Opinion  of Counsel experienced in such matters, to the effect that, as a result
of:

                    -    any  amendment  to,  or change (including any announced
                         prospective  change)  in,  the laws (or any regulations
                         thereunder)  of  the  United  States  or  any political
                         subdivision  or taxing authority thereof or therein, or

                    -    any  court, governmental agency or regulatory authority
                         interpreting  or  applying  such  laws  or regulations,

                    there  is  more  than  an  insubstantial  risk  that:

                    -    the  Trust is, or will be within 90 days of the date of
                         such  opinion,  subject to United States federal income
                         tax  with  respect to income received or accrued on the
                         Debentures;

                    -    interest  payable  by  the Company on the Debentures is
                         not, or within 90 days of the date of such opinion will
                         not  be,  deductible,  in  whole  or  in  part,  by the
                         Company, for United States federal income tax purposes;
                         or

                    -    the  Trust is, or will be within 90 days of the date of
                         such  opinion, subject to more than a de minimis amount
                         of  other  taxes, duties or other governmental charges.


                                        3
<PAGE>
               "Regulatory  Capital Event" means the reasonable determination by
the  Company  that,  as  a  result  of:

                    -    any  amendment  to,  or change (including any announced
                         prospective  change)  in,  the laws (or any regulations
                         thereunder)  of  the  United  States  or  any political
                         subdivision;  or

                    -    any  official or administrative pronouncement or action
                         or  judicial decision for interpreting or applying such
                         laws  of  regulations,  which  amendment  or  change is
                         effective  or pronouncement or decision is announced on
                         or after the date of original issuance of the Preferred
                         Securities

there  is  more  than an insubstantial risk that the Company will not be able to
treat  the  Preferred  Securities (or any substantial portion thereof) as Tier 1
capital (or its then equivalent) for purposes of the capital adequacy guidelines
of  the  Federal  Reserve  in  effect  and  applicable  to  the  Company.

               "Investment  Company  Event" means the receipt by the Company and
the Trust of an Opinion of Counsel experienced in matters relating to investment
companies,  to  the  effect  that,  as  a  result  of  the  occurrence  of:

                    -    a  change  in  law  or  regulation;  or

                    -    a  change  in  interpretation  or application of law or
                         regulation by any legislative body, court, governmental
                         agency  or  regulatory  authority,

there is more than an insubstantial risk that the Trust is or will be considered
an  "investment  company" that is required to be registered under the Investment
Company  Act  of  1940,  which  change becomes effective on or after the date of
original  issuance  of  the  Preferred  Securities.

          (10)     The  Debentures  shall  not be subject to any sinking fund or
analogous  provisions.

          (11)     The  Debentures shall be substantially in the form of Annex A
attached  hereto,  with  such  modifications  thereto  as may be approved by the
authorized  officer  executing  the  same.  The  Trust  Agreement  shall  be
substantially  in  the  form of Annex B attached hereto, with such modifications
thereto  as  may  be approved by the authorized officer executing the same.  The
Guarantee  Agreement  shall  be  substantially  in  the form of Annex C attached
hereto,  with  such  modifications  thereto as may be approved by the authorized
officer  executing  the  same.


                                        4
<PAGE>
          (12)     The  defeasance  provisions  of Article XIII of the Indenture
shall  apply.

          (13)     The  subordination provisions of Article XIV of the Indenture
shall  apply.


                                        5
<PAGE>
     IN  WITNESS  WHEREOF,  the  undersigned  have  executed  this  Officers'
Certificate  as  of  the  30th  day  of  May,  2002.

                                         ASSOCIATED  BANC-CORP


                                         By:____________________________________
                                             Name:  Joseph  B.  Selner
                                             Title:  Executive  Vice  President
                                                     and Chief Financial Officer


                                         By:____________________________________
                                              Name:  Teresa  A.  Rosengarten
                                              Title: Senior Vice President and
                                                     Treasurer



                                        6





</TEXT>
</DOCUMENT>
