EMPLOYMENT AGREEMENT (this Agreement) dated as of April 17, 2003, by and between ASSOCIATED BANC-CORP, a Wisconsin corporation (the Company), and PAUL S. BEIDEMAN, an individual whose current primary residence is located at 368 Indian Town Road, Glenmoore, Pennsylvania 19343 (the Executive).

        WHEREAS, the Company and the Executive wish to enter into an employment relationship on the terms and conditions set forth in this Agreement.

        Accordingly, the Company and the Executive hereby agree as follows:

1.     Employment, Acceptance, Duties and Location.

     1.1   Employment. Pursuant to the terms of this Agreement, the Company hereby agrees to employ the Executive for the Term (as defined in Section 2) in the capacity of Chief Executive Officer. At the first meeting of the Companys Board of Directors following the Companys 2003 Annual Meeting of Shareholders (the 2003 Annual Meeting), the Companys Board of Directors shall appoint the Executive as a member of the Companys Board of Directors to serve until the Companys 2004 Annual Meeting of Shareholders. Thereafter, during the Term, the Company shall recommend to its shareholders that the shareholders elect the Executive to the Companys Board of Directors, but any such election shall be at the discretion of the Companys shareholders.

     1.2   Acceptance. The Executive hereby accepts such employment and agrees to render the services described herein. During the Term, the Executive agrees to serve the Company faithfully and to the best of the Executives ability, to devote the Executives entire business time, energy and skill to such employment, and to use the Executives best efforts, skill and ability to promote the Companys interests. Notwithstanding the foregoing, the Executive may (i) make and manage passive personal business investments of his choice (in the case of publicly-held corporations, such investments are not to exceed 5% of the outstanding voting stock), (ii) serve in any capacity with any civic, educational or charitable organization, or any trade association without seeking or obtaining approval of the Companys Board of Directors and (iii) subject to the prior approval of the Companys Board of Directors as required by the policies and procedures of the Company, serve on the boards of directors of other corporations, provided that the activities described in (i), (ii) and (iii) above do no materially interfere or conflict with the performance of his duties hereunder.

     1.3   Duties and Reporting Responsibilities. The Executive shall exercise such authority, perform such duties and discharge such responsibilities as are (i) reasonably associated with the position of Chief Executive Officer and (ii) commensurate with the authority vested in the Executives position by the Companys charter and by-laws. In addition, the Executive shall perform such additional duties as may be determined by the Companys Board of Directors from time to time, consistent with the authority, duties and responsibilities of Executives position. In the performance of such duties, the Executive agrees to adhere to the policies and procedures of the Company in existence from time to time. The Executive shall only report to the Companys Board of Directors and/or any committee of the Companys Board of Directors.

     1.4   Location. The duties to be performed by the Executive hereunder shall be performed primarily at the Companys offices in Green Bay, Wisconsin, subject to reasonable travel requirements consistent with the nature of the Executives duties from time to time on behalf of the Company. The Executive shall keep Executives primary residence within a reasonable daily commute of the Green Bay, Wisconsin area throughout the Term after relocating pursuant to the terms of Section 3.13.

2.     Term of Employment. The term of the Executives employment under this Agreement (the Term) shall commence on May 1, 2003, or such earlier date as may be mutually agreed to by the Company and the Executive (the Effective Date) and, unless earlier terminated pursuant to the provisions of Section 4, shall end on the second anniversary of the Effective Date. Upon expiration of the Term, unless his employment has been previously terminated, Executive shall continue his employment with the Company on an at will basis.

3.     Compensation; Benefits.

      3.1   Salary and Signing Bonus.

           (i)     As compensation for all services to be rendered pursuant to this Agreement, the Company agrees to pay to the Executive during the Term a base salary (the Base Salary), payable in accordance with the Companys payroll policies, plans and practices, at the annual rate of (i) Six Hundred Thousand Dollars ($600,000.00) for calendar year 2003, and (ii) Six Hundred Sixty Thousand Dollars ($660,000.00) for calendar year 2004. Thereafter, during the Term, the Base Salary shall be subject to review annually as determined by the Companys Board of Directors, provided that such Base Salary may not be decreased during the Term except for changes generally applicable to the senior executives of the Company. All payments of Base Salary or other compensation hereunder shall be less such deductions or withholdings as are required by applicable law and regulations.

          (ii)     To induce the Executive to accept employment with the Company, the Company shall pay to the Executive, within a reasonable period of time after the Company receives this Agreement executed by the Executive, a one time signing bonus in the amount of One Hundred Thousand Dollars ($100,000.00) (the Signing Bonus). Unless otherwise agreed to by the parties, if the Executive does not commence employment with the Company by May 1, 2003, the Executive shall repay to the Company, on or before May 8, 2003, the full gross amount of the Signing Bonus.

     3.2   Annual Incentive Bonus. During the Term, the Executive shall be eligible to receive annual incentive cash bonuses pursuant to the Associated Banc-Corp Incentive Compensation Plan (as such may be modified from time to time as generally applicable to senior executive officers of the Company, the Incentive Compensation Plan) or an incentive compensation plan that is comparable thereto (the Comparable Annual Bonus Plan). The term Annual Incentive Bonus as used herein shall refer to annual incentive cash bonuses payable under the Incentive Compensation Plan and/or the Comparable Annual Bonus Plan. The Annual Incentive Bonus that Executive is eligible to receive for any given year shall be subject to the terms and conditions of the Incentive Compensation Plan and/or the Comparable Annual Bonus Plan and the separate written agreements entered into between the Company and the Executive in respect of any such Annual Incentive Bonus. With respect to the 2003 fiscal year of the Company, the Executive is hereby guaranteed payment of an Annual Incentive Bonus of at least $320,000.00. Provided the Executive achieves the performance goals that are established by the Companys Board of Directors for the Executive for fiscal year 2004, the Executive shall be eligible to receive an Annual Incentive Bonus of at least $462,000.00 for such year.

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