Associated Banc-Corp Underwriting AgreementUnderwriting Agreement • March 25th, 2011 • Associated Banc-Corp • 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 representatives (the “Representatives”), $300,000,000 principal amount of its 5.125% Senior Notes due 2016 (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 Resolution adopted on March 21, 2011, as certified by Brian R. Bodager, Executive Vice President, Chief Administrative Officer, General Counsel & Corporate Secretary of the Company (collectively, the “Indenture”).
