0001042167-02-000088 Sample Contracts

ASSOCIATED BANC-CORP (a Wisconsin corporation) ASBC Capital I (a Delaware statutory business trust) Capital Securities TERMS AGREEMENT ---------------
Associated Banc-Corp • May 28th, 2002 • State commercial banks

We understand that ASBC Capital I, a statutory business trust formed under the laws of the state of Delaware for the purpose of issuing capital securities (the "Trust"), and Associated Banc-Corp, a Wisconsin corporation (the "Company"), propose to issue and sell $175,000,000 aggregate liquidation amount of capital securities (the "Capital Securities") (such securities also being hereinafter referred to as the "Initial Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the liquidation amount of Underwritten Securities opposite their names set forth below at the purchase price set forth below, and a proportionate share of Option Underwritten Securities set forth below, to the extent any are purchased.

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