Associated Banc-CorpAssociated Banc-Corp • September 7th, 2012 • State commercial banks • New York
Associated Banc-Corp, a bank holding company registered pursuant to the Bank Holding Company Act of 1956, as amended (the “BHCA”), and a Wisconsin corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $155,000,000 principal amount of its 1.875% Senior Notes due 2014 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of March 14, 2011 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Pricing Committee Resolutions adopted on September 4, 2012, as certified by Randall J. Erickson, Executive Vice President, General Counsel & Corporate Secretary of the Company, and the officer’s certificate dated September 5, 2012 and signed by Christopher Del Moral-Niles, Executive Vice President and Chief Financial Officer of the Company and R. Timothy Wats
