Associated Banc-Corp 4,000,000 Depositary Shares Each Representing a 1/40th Interest in a Share of Underwriting AgreementUnderwriting Agreement • September 9th, 2016 • 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”), 100,000 shares (the “Preferred Shares”) of the Company’s 5.375% Non-Cumulative Perpetual Preferred Stock, Series D (the “Series D Preferred Stock”), which are represented by 4,000,000 depositary shares (the “Depositary Shares” and, together with the Preferred Shares, the “Securities”). The Securities will be deposited against delivery of Depositary Receipts (the “Depositary Receipts”) evidencing the Depositary Shares that are to be issued by Wells Fargo Bank, N.A., as depositary (the “Depositary”) under the Deposit Agreement (the “Deposit Agreement,” and together with the Securities and this Agreement, the “Transaction Documents”) to be entere
