Prospectus excerpt:  Associated Banc-Corp is offering to sell 2,600,000 depositary shares, each representing a 1/40th ownership interest in a share of 8.00% Perpetual Preferred Stock, Series B, with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share) (the ÙSeries B Preferred Stockˆ). The depositary shares are represented by depositary receipts. As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Series B Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.

Dividends on the Series B Preferred Stock will be payable quarterly in arrears when, as and if declared by our board of directors, or a duly authorized committee of our board, at a rate per annum equal to 8.00%. The dividend payment dates will be the 15th day of March, June, September and December, or the next business day if any such date is not a business day, commencing on December 15, 2011. Our ability to declare and pay dividends is also limited by certain federal regulatory considerations, including the guidelines of the Board of Governors of the Federal Reserve System applicable to bank holding companies.

Dividends on the Series B Preferred Stock initially will be cumulative, because our current articles of incorporation require that preferred stock dividends be cumulative. However, dividends on the Series B Preferred Stock will automatically become non-cumulative immediately upon the effective date of an amendment to our articles of incorporation permitting the issuance of preferred stock which pays non-cumulative dividends. Our board of directors has approved such an amendment, and it is expected to become effective in April 2012 following common shareholder approval and our filing of the amendment with the Department of Financial Institutions of the State of Wisconsin. After the non-cumulative dividend period begins, we will have no obligation to pay any dividends that were undeclared and unpaid during the cumulative dividend period. Accordingly, in deciding whether or not to invest in the depositary shares, you should assume that dividends will be non-cumulative.

Following the effective date of that amendment, in the event dividends are not declared on the Series B Preferred Stock for payment on any dividend payment date, those dividends will not be cumulative and will not accrue or be payable, and if we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Series B Preferred Stock are declared for any future dividend period.