ASSOCIATED BANC-CORP — Capital/Financing Update 2011

Sep 7, 2011

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Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated September 7, 2011 Relating to Preliminary Prospectus Supplement dated September 7, 2011 Registration No. 333-156251

Associated Banc-Corp

Pricing Term Sheet

Issuer:	Associated Banc-Corp
Expected Issue Ratings*:	Ba1 (Moody’s) / BB- (S&P) / BB (Fitch)
Securities Offered	Depositary Shares, each representing a
1/40th interest in a share of Associated
Banc-Corp 8.00% Perpetual Preferred
Stock, Series B
Size:	$65,000,000 (2,600,000 Depositary Shares)
Liquidation Preference:	$1,000 per share of 8.00% Perpetual
Preferred Stock, Series B (equivalent to
$25 per Depositary Share)
Public Offering Price:	$25 per Depositary Share
Maturity:	Perpetual
Underwriting Commission(1):	$2,047,500
Net Proceeds to Issuer(2):	$62,952,500
Dividend Rate:	8.00% per annum
Dividend Payment Dates:	March 15, June 15, September 15 and
December 15 each year, commencing
December 15, 2011
Redemption Provisions:	In whole or in part, from time to time,
on any dividend payment date on or after
September 15, 2016, or in whole but not
in part, at any time within 90 days
following a regulatory capital treatment
event (subject to limitations described
in the preliminary prospectus supplement dated
September 7, 2011).
Non-Cumulative Dividends:	Dividends initially will be cumulative, because Associated Banc-Corp’s current articles of
incorporation require that preferred stock dividends be cumulative. However,
dividends will automatically become
non-cumulative immediately upon the
effective date of an amendment to
Associated Banc-Corp’s articles of
incorporation permitting non-cumulative
preferred stock dividends, expected to
occur in April 2012. Following the
effective date of that amendment,
dividends will not cumulate and
Associated Banc-Corp will have no
obligation to pay any undeclared and
unpaid dividends applicable to any
period prior to that date.
Day Count:	30/360
Trade Date:	September 7, 2011
Settlement Date:	September 14, 2011 (T+5)
CUSIP/ISIN for the Depositary Shares:	045488 202/ US0454882020
Listing:	Application will be made to list the
Depositary Shares on the New York Stock
Exchange under the symbol “ABW pr B”.
Trading of the Depositary Shares on the
New York Stock Exchange is expected to
commence within a 45-day period after
the initial delivery of the Depositary
Shares.
Joint Book-Running Managers:	Citigroup Global Markets Inc.;
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Senior Co-Managers:	Robert W. Baird & Co.
Incorporated;
Stifel, Nicolaus & Company, Incorporated
Co-Managers:	Keefe, Bruyette & Woods, Inc.;
Macquarie Capital (USA) Inc.;
RBC Capital Markets, LLC;
Sandler O’Neill & Partners, L.P.

| * | 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) | To the extent of sales to certain institutions, the total underwriting commissions will be less than the total shown above. |
| (2) | To the extent of sales to certain institutions, the net proceeds will be more than the total shown above. |

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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.

Actual as	depositary
of June 30, 2011	share issuance
Tier 1 common equity to risk-weighted assets(1)	12.61 %	12.61 %
Tier 1 risk-based capital ratio	16.03 %	16.51 %
Total risk-based capital ratio	17.50 %	17.98 %

(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 7, 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, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling Citigroup Global Markets Inc. at 1-877-858-5407; or Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322.

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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