ASSOCIATED BANC-CORP — Capital/Financing Update 2011

Sep 9, 2011

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Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated September 8, 2011 Relating to Preliminary Prospectus Supplement dated September 8, 2011 Registration No. 333-156251

Associated Banc-Corp $130,000,000 Re-Opening of 5.125% Senior Notes Due 2016

Pricing Term Sheet

Issuer:	Associated Banc-Corp
Security Ratings*:	Baa1/BBB-/BBB- (Moody’s/Fitch/S&P)
Security Type:	Senior Notes
Principal Amount:	$130,000,000 (Re-Opening, Total
Outstanding to be $430,000,000)
Net
Proceeds (before expenses and other fees)(1):	$138,317,345.83
Maturity:	March 28, 2016
Coupon:	5.125%
Price to Public:	104.499% of face amount, plus accrued
interest from and including March 28, 2011
Benchmark Treasury:	1% due August 31, 2016
Benchmark Treasury Price and Yield:	100-21¼; 0.863%
Spread to Benchmark Treasury:	+315 basis points
Yield to Maturity:	4.031%
Interest Payment Dates:	March 28 and September 28,
commencing September 28, 2011
Redemption Provisions:
Redemption Date / Terms	February 28, 2016 / Redeemable in
whole or in part on or after the
Redemption Date at 100% of the
principal amount of the notes (par),
plus accrued and unpaid interest
thereon to the date of redemption.
Issuer shall provide 10 to 60 calendar
days notice of redemption to the
registered holder of the notes.
Trade Date:	September 8, 2011
Settlement Date:	September 13, 2011 (T+3)
CUSIP/ISIN:	045488 AC7/US045488AC77
Book-Running Manager:	Goldman, Sachs & Co.

| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time. |
| --- | --- |
| (1) | Associated Banc-Corp will
also pay to the underwriter a fee of 0.414% per note, and $538,200 in the
aggregate. |

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The following table sets forth the following capital ratios on an actual basis as of June 30, 2011 and as adjusted to give effect to this offering.

| June
30, 2011 | notes
issuance | |
| --- | --- | --- |
| Tier 1
common equity to risk-weighted assets(1) | 12.61 % | 12.61 % |
| Tier 1 risk-based capital ratio | 16.03 % | 16.03 % |
| Total risk-based capital ratio | 17.50 % | 17.50 % |

(1) Tier 1 common capital ratio = Tier 1 capital excluding qualifying perpetual preferred stock and qualifying trust preferred securities divided by risk-weighted assets. This is a non-GAAP financial measure.

The issuer has filed a registration statement (including a preliminary prospectus supplement dated September 8, 2011 and an accompanying prospectus dated December 17, 2008) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the accompanying prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, the underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling Goldman, Sachs & Co. at 1-866-471-2526.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

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