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<SEC-DOCUMENT>0000950134-02-005914.txt : 20020520
<SEC-HEADER>0000950134-02-005914.hdr.sgml : 20020520
<ACCEPTANCE-DATETIME>20020517204821
ACCESSION NUMBER:		0000950134-02-005914
CONFORMED SUBMISSION TYPE:	S-3/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20020520

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ASSOCIATED BANC-CORP
		CENTRAL INDEX KEY:			0000007789
		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]
		IRS NUMBER:				391098068
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-87578
		FILM NUMBER:		02657015

	BUSINESS ADDRESS:	
		STREET 1:		1200 HANSEN ROAD
		CITY:			GREEN BAY
		STATE:			WI
		ZIP:			54304
		BUSINESS PHONE:		9204917015

	MAIL ADDRESS:	
		STREET 1:		1200 HANSEN ROAD
		CITY:			GREEN BAY
		STATE:			WI
		ZIP:			54304

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ASSOCIATED BANK SERVICES INC
		DATE OF NAME CHANGE:	19770626
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3/A
<SEQUENCE>1
<FILENAME>c69318a2s-3a.txt
<DESCRIPTION>AMENDMENT NO. 2 TO FORM S-3
<TEXT>
<PAGE>


      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2002


                                                      REGISTRATION NO. 333-87578
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                 PRE-EFFECTIVE

                                AMENDMENT NO. 2

                                       TO
                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

<Table>
<S>                                      <C>                                      <C>
          ASSOCIATED BANC-CORP                          WISCONSIN                                39-1098068
             ASBC CAPITAL I                              DELAWARE                                01-0677874
            ASBC CAPITAL II                              DELAWARE                                01-0677885
            ASBC CAPITAL III                             DELAWARE                                01-0677896
     (Exact Name of Each Registrant          (State or Other Jurisdiction of      (I.R.S. Employer Identification Number)
      as Specified in its Charter)            Incorporation or Organization)
</Table>

<Table>
<S>                                                          <C>
                      1200 HANSEN ROAD                                          BRIAN R. BODAGER, ESQ.
                    GREEN BAY, WI 54304                                            1200 HANSEN ROAD
                       (920) 491-7000                                            GREEN BAY, WI 54304
    (Address, Including Zip Code, and Telephone Number,                             (920) 491-7000
  Including Area Code, of Registrants' Principal Executive        (Name, Address, Including Zip Code, and Telephone
                          Offices)                                Number, Including Area Code, of Agent for Service)
</Table>

                             ---------------------

                                    COPY TO:

<Table>
<S>                                                          <C>
                   JAMES M. BEDORE, ESQ.                                          LEE MEYERSON, ESQ.
              REINHART BOERNER VAN DEUREN S.C.                                SIMPSON THACHER & BARTLETT
            1000 NORTH WATER STREET, SUITE 2100                                  425 LEXINGTON AVENUE
                 MILWAUKEE, WISCONSIN 53202                                    NEW YORK, NEW YORK 10017
                       (414) 298-1000                                               (212) 455-2000
</Table>

                             ---------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after this registration statement becomes effective.

    If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]

    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with dividend or
interest reinvestment plans please check the following box.  [X]

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]

    If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

    If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.  [ ]

                             ---------------------

    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS
NOT COMPLETE AND MAY BE CHANGED. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS ARE NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING
AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF SALE IS NOT
PERMITTED.

                   SUBJECT TO COMPLETION, DATED MAY 17, 2002

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY   , 2002)

                          [ASSOCIATED BANC-CORP LOGO]

                   [                   ] PREFERRED SECURITIES

                                 ASBC CAPITAL I
               % TRUST ORIGINATED PREFERRED SECURITIES(SM) (TOPRS(SM))

                        LIQUIDATION AMOUNT $25 PER TOPRS
                     FULLY AND UNCONDITIONALLY GUARANTEED,
                  AS DESCRIBED IN THIS PROSPECTUS SUPPLEMENT,
                            BY ASSOCIATED BANC-CORP
                             ----------------------

                                   THE TRUST:
ASBC Capital I is a Delaware business trust. The trust will:
- - sell TOPrS, or the "preferred securities," representing undivided beneficial
  interests in the assets of the trust to the public;
- - sell common securities representing undivided beneficial interests in the
  assets of the trust to Associated Banc-Corp;
- - use the proceeds from these sales to buy an equal principal amount of junior
  subordinated debentures due            , 2032 of Associated Banc-Corp; and
- - distribute the cash payments it receives on the junior subordinated debentures
  it owns to the holders of the TOPrS and common securities.

                            QUARTERLY DISTRIBUTIONS:
- - For each TOPrS that you own, you will receive cumulative cash distributions at
  an annual rate equal to   % on the liquidation amount of $25 per TOPrS, on
           ,          ,         and          of each year, beginning          ,
  2002.
- - Associated Banc-Corp can defer interest payments on the junior subordinated
  debentures at any time for up to 20 consecutive quarterly periods. If
  Associated Banc-Corp does defer interest payments, the trust will also defer
  payment of distributions on the TOPrS and common securities. However, deferred
  distributions will themselves accrue interest at an annual rate equal to   %,
  compounded quarterly, to the extent permitted by law.

    The trust has applied to list the preferred securities on the New York Stock
Exchange under the symbol "    ." Trading of the preferred securities on the New
York Stock Exchange is expected to commence within 30 days after the preferred
securities are first issued.

    INVESTING IN THE TOPRS INVOLVES RISKS WHICH ARE DESCRIBED IN THE "RISK
FACTORS" SECTION BEGINNING ON PAGE S-7 OF THIS PROSPECTUS SUPPLEMENT.
                             ----------------------

<Table>
<Caption>
                                                             PER TOPRS       TOTAL
                                                             ---------       -----
<S>                                                          <C>         <C>
Public offering price(1)...................................   $25.00     $[           ]
Underwriting commission to be paid by Associated
  Banc-Corp................................................   $          $[           ]
Proceeds to the trust......................................   $25.00     $[           ]
</Table>

    (1) Plus accumulated distributions from [         ], 2002, if settlement
        occurs after that date.

    [The underwriters may also purchase up to an additional [         ] TOPrS at
the public offering price within 30 days from the date of this prospectus to
cover overallotments.]
    The TOPrS are not deposits and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency.
    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
    The TOPrS will be ready for delivery in book-entry form only through The
Depository Trust Company on or about [         ], 2002.
                             ----------------------

                              MERRILL LYNCH & CO.

LEHMAN BROTHERS
               SALOMON SMITH BARNEY
                                      SANDLER O'NEILL & PARTNERS, L.P.
                                                                     UBS WARBURG
CREDIT SUISSE FIRST BOSTON             JPMORGAN            ROBERT W. BAIRD & CO.
- ---------------
"Trust Originated Preferred Securities" and "TOPrS" are service marks of Merrill
Lynch & Co., Inc.
<PAGE>

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                               PAGE
                                                               ----
<S>                                                            <C>
                   PROSPECTUS SUPPLEMENT
Summary.....................................................    S-1
Risk Factors................................................    S-7
Forward-Looking Statements..................................   S-10
ASBC Capital I..............................................   S-10
Use of Proceeds.............................................   S-12
Accounting Treatment........................................   S-12
Regulatory Treatment........................................   S-12
Capitalization..............................................   S-13
Consolidated Ratios of Earnings to Fixed Charges............   S-13
Certain Terms of the Preferred Securities...................   S-14
Certain Terms of the Junior Subordinated Debentures.........   S-20
Relationship Among the Preferred Securities, the Junior
  Subordinated Debentures and the Guarantees................   S-22
United States Federal Income Tax Consequences...............   S-24
ERISA Considerations........................................   S-29
Underwriting................................................   S-32
Legal Matters...............................................   S-34
Experts.....................................................   S-34

                         PROSPECTUS
About this Prospectus.......................................      1
Where You Can Find More Information.........................      2
Forward-Looking Statements..................................      3
About Associated Banc-Corp..................................      4
About the Trusts............................................      5
Use of Proceeds.............................................      6
Consolidated Ratio of Earnings to Fixed Charges.............      7
Description of Junior Subordinated Debt Securities..........      8
Description of Capital Securities...........................     19
Description of the Guarantees...............................     28
Relationship among the Capital Securities, the Corresponding
  Junior Subordinated Debt Securities and the Guarantees....     30
Book-Entry Issuance.........................................     32
Plan of Distribution........................................     34
Experts.....................................................     34
Legal Matters...............................................     35
Glossary....................................................     35
</Table>

                             ----------------------

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS MAY BE USED ONLY FOR THE PURPOSE FOR
WHICH THEY HAVE BEEN PREPARED. NO ONE IS AUTHORIZED TO GIVE INFORMATION OTHER
THAN THAT CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND IN THE
DOCUMENTS REFERRED TO IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND WHICH
ARE MADE AVAILABLE TO THE PUBLIC. WE HAVE NOT, AND THE UNDERWRITERS HAVE NOT,
AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE
PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON
IT.
<PAGE>

     WE ARE NOT, AND THE UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU
SHOULD NOT ASSUME THAT THE INFORMATION APPEARING IN THIS PROSPECTUS SUPPLEMENT,
THE PROSPECTUS OR ANY DOCUMENT INCORPORATED BY REFERENCE IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE OF THE APPLICABLE DOCUMENT. OUR BUSINESS, FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN
OFFER, OR AN INVITATION ON OUR BEHALF OR ON BEHALF OF THE UNDERWRITERS, TO
SUBSCRIBE FOR AND PURCHASE, ANY OF THE PREFERRED SECURITIES, AND MAY NOT BE USED
FOR OR IN CONNECTION WITH AN OFFER OR SOLICITATION BY ANYONE, IN ANY
JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.

                                        ii
<PAGE>

                                    SUMMARY

     The following information should be read together with the information
contained in other parts of this prospectus supplement and in the accompanying
prospectus. It may not contain all the information that is important to you. You
should carefully read this entire prospectus supplement and the accompanying
prospectus to understand fully the terms of the preferred securities and the
related guarantee and junior subordinated debentures, as well as the tax and
other considerations that are important to you in making a decision about
whether to invest in the preferred securities. You should pay special attention
to the "Risk Factors" section of this prospectus supplement to determine whether
an investment in the preferred securities is appropriate for you. We have
defined terms in the glossary section, at the back of the accompanying
prospectus.

ABOUT ASSOCIATED BANC-CORP

     We are a registered bank holding company incorporated in Wisconsin which
commenced operations in 1969 with the acquisition of three banks. At December
31, 2001, we owned four commercial banks located in Illinois, Minnesota, and
Wisconsin; we were the second largest commercial bank holding company
headquartered in Wisconsin, measured by total assets; and we also owned 18
limited purpose banking and non-banking subsidiaries located in Arizona,
California, Illinois, Nevada and Wisconsin.

     Our principal executive offices are located at 1200 Hansen Road, Green Bay,
Wisconsin 54304, and our telephone number is (929) 491-7000.

ABOUT ASBC CAPITAL I

     ASBC Capital I is a business trust organized under Delaware law by the
trustees and us. ASBC Capital I was established solely for the following
purposes:

     - to issue to the public the preferred securities, which represent
       undivided beneficial ownership interests in ASBC Capital I's assets;

     - to issue its common securities to us in a total liquidation amount equal
       to at least 3% of ASBC Capital I's total capitalization;

     - to use the proceeds from these issuances to purchase junior subordinated
       debentures from us;

     - to maintain ASBC Capital I's status as a grantor trust for federal income
       tax purposes; and

     - to engage in other activities that are directly related to the activities
       described above, such as registering the transfer of the preferred
       securities.

     Because ASBC Capital I was established only for the purposes listed above,
the junior subordinated debentures will be ASBC Capital I's sole assets.
Payments on the junior subordinated debentures will be ASBC Capital I's sole
source of income. ASBC Capital I will issue only one series of preferred
securities.

                                       S-1
<PAGE>

                                  THE OFFERING

ISSUER........................   ASBC Capital I.

GUARANTOR.....................   Associated Banc-Corp.

SECURITIES OFFERED............             of      % Trust Preferred Securities
                                 in denominations of $25 each with an aggregate
                                 liquidation amount of $          . Each
                                 preferred security will represent an undivided
                                 beneficial ownership interest in the assets of
                                 ASBC Capital I. Each preferred security will
                                 entitle its holder to receive quarterly cash
                                 distributions as described below.

ASBC CAPITAL I................   The issuer of the preferred securities is ASBC
                                 Capital I, a Delaware business trust. We
                                 created it for the sole purpose of issuing the
                                 preferred securities and common securities for
                                 cash and engaging in the other transactions
                                 described below. The proceeds from the sale of
                                 these securities will be used by ASBC Capital I
                                 to purchase our      % junior subordinated
                                 debentures due in 2032.

                                 ASBC Capital I has five trustees. The three
                                 administrative trustees are officers of
                                 Associated Banc-Corp. BNY Midwest Trust Company
                                 will act as the property trustee of ASBC
                                 Capital I and The Bank of New York (Delaware)
                                 will act as the Delaware trustee of ASBC
                                 Capital I.

                                 ASBC Capital I will hold the junior
                                 subordinated debentures that it purchases from
                                 us. We will pay interest on the junior
                                 subordinated debentures at the same rate and at
                                 the same times as ASBC Capital I makes payments
                                 on the preferred securities. ASBC Capital I
                                 will use the payments it receives on the junior
                                 subordinated debentures to make the
                                 corresponding payments on the preferred
                                 securities. We will guarantee payments made on
                                 the preferred securities to the extent
                                 described below. Both the junior subordinated
                                 debentures and the guarantee will be
                                 subordinated to the holders of our existing and
                                 future Senior and Subordinated Debt.

DISTRIBUTIONS.................   If you purchase the preferred securities, as an
                                 undivided beneficial owner in the junior
                                 subordinated debentures, you will be entitled
                                 to receive cumulative cash distributions at an
                                 annual rate of      %. Interest on the junior
                                 subordinated debentures will accrue, and as a
                                 result distributions on the preferred
                                 securities will accumulate, from the date of
                                 issuance, and will be paid quarterly in arrears
                                 on           ,           ,           and
                                           of each year, beginning           ,
                                 2002, unless they are deferred as described
                                 below.

DISTRIBUTION DEFERRAL.........   We can, on one or more occasions, defer the
                                 quarterly interest payments on the junior
                                 subordinated debentures for up to 20
                                 consecutive quarterly periods. In other words,
                                 we may declare at our discretion up to a
                                 five-year interest payment moratorium on the
                                 junior subordinated debentures and may choose
                                 to do that on more than one occasion. A
                                 deferral of interest payments cannot extend,
                                 however, beyond the maturity date of the junior
                                 subordinated debentures, nor can we begin a new
                                 interest

                                       S-2
<PAGE>

                                 extension period until we have paid all accrued
                                 interest on the junior subordinated debentures
                                 from the previous interest extension period.

                                 If we defer interest payments on the junior
                                 subordinated debentures, ASBC Capital I will
                                 also defer distributions on the preferred
                                 securities.

                                 Any deferred interest on the junior
                                 subordinated debentures will accrue additional
                                 interest at an annual rate of      %, and, as a
                                 result, any deferred distributions will
                                 accumulate additional amounts at an annual rate
                                 of      %, compounded quarterly. Once we pay
                                 all deferred interest payments on the junior
                                 subordinated debentures, with accrued interest,
                                 we can again defer interest payments on the
                                 subordinated debentures as described above, but
                                 not beyond the maturity date of the junior
                                 subordinated debentures.

                                 During any period in which we defer interest
                                 payments on the junior subordinated debentures,
                                 we will not and our subsidiaries will not do
                                 any of the following, with certain limited
                                 exceptions:

                                 - declare or pay any dividends or
                                   distributions, or redeem, purchase, acquire,
                                   or make a liquidation payment on any of our
                                   capital stock;

                                 - make any payment of principal of interest or
                                   premium, if any, on or repay, repurchase or
                                   redeem any of our debt securities (including
                                   other junior subordinated debentures) that
                                   rank equally with or junior in interest to
                                   the junior subordinated debentures; or

                                 - make any guarantee payments on any guarantee
                                   of debt securities of any of our subsidiaries
                                   (including under other guarantees of junior
                                   subordinated debentures) if the guarantee
                                   ranks equally with or junior in interest to
                                   the junior subordinated debentures, except in
                                   some circumstances.

                                 If we defer payments of interest on the junior
                                 subordinated debentures, the junior
                                 subordinated debentures will be treated at that
                                 time as being issued with original issue
                                 discount for United States federal income tax
                                 purposes. This means you would be required to
                                 accrue interest income in an amount equal to
                                 the deferred distributions on your preferred
                                 securities even though you would not be
                                 receiving any cash distributions on your
                                 preferred securities. These amounts would be
                                 included in your gross income for United States
                                 federal income tax purposes. For more
                                 information, see below under the caption
                                 "United States Federal Income Tax Consequences"
                                 in this prospectus supplement.

REDEMPTION....................   ASBC Capital I will redeem all of the
                                 outstanding preferred securities when the
                                 junior subordinated debentures are repaid at
                                 maturity. The junior subordinated debentures
                                 are scheduled to mature on           , 2032.

                                       S-3
<PAGE>

                                 In addition, if we redeem any junior
                                 subordinated debentures before their maturity,
                                 ASBC Capital I will use the cash it receives on
                                 the redemption of the junior subordinated
                                 debentures to redeem, on a proportionate basis,
                                 the preferred securities and the common
                                 securities. We can redeem the junior
                                 subordinated debentures before their maturity
                                 at 100% of their principal amount plus accrued
                                 and unpaid interest in whole or in part on one
                                 or more occasions any time on or after
                                           , 2007, or in whole at any time if
                                 certain changes occur in tax or investment
                                 company laws and regulations or in the
                                 treatment of the preferred securities for bank
                                 regulatory purposes. These circumstances are
                                 more fully described below under the caption
                                 "Certain Terms of the Preferred
                                 Securities -- Redemption" in this prospectus
                                 supplement. We will not redeem the junior
                                 subordinated debentures unless we obtain the
                                 prior approval of the Board of Governors of the
                                 Federal Reserve System to do so, if then
                                 required under the Federal Reserve Board's
                                 capital rules.

LIQUIDATION PREFERENCE........   Upon any dissolution, winding-up or liquidation
                                 of ASBC Capital I, other than a dissolution in
                                 which the junior subordinated debentures are
                                 distributed to holders of the capital
                                 securities, the holders of the preferred
                                 securities will be entitled to receive, out of
                                 assets held by ASBC Capital I, subject to the
                                 rights of any creditors of ASBC Capital I, the
                                 liquidation distribution in cash. ASBC Capital
                                 I will be able to make this distribution of
                                 cash only if we redeem the junior subordinated
                                 debentures.

THE GUARANTEE.................   We will fully and unconditionally guarantee the
                                 payments of all amounts due on the preferred
                                 securities to the extent ASBC Capital I has
                                 funds available for payment of such
                                 distributions.

                                 We also are obligated to pay most of the
                                 expenses and obligations of ASBC Capital I
                                 (other than ASBC Capital I's obligations to
                                 make payments on the preferred securities and
                                 common securities, which are covered only by
                                 the guarantee).

                                 The guarantee does not cover payments when ASBC
                                 Capital I does not have sufficient funds to
                                 make payments on the preferred securities. In
                                 other words, if we do not make a payment on the
                                 junior subordinated debentures, ASBC Capital I
                                 will not have sufficient funds to make payments
                                 on the preferred securities, and the guarantee
                                 will not obligate us to make those payments on
                                 ASBC Capital I's behalf. In addition, our
                                 obligations under the guarantee are subordinate
                                 to our obligations to other creditors to the
                                 same extent as the junior subordinated
                                 debentures. For more information, see
                                 "Description of the Guarantee" in the
                                 accompanying prospectus.

DISSOLUTION OF ASBC CAPITAL I
AND DISTRIBUTIONS OF THE
JUNIOR SUBORDINATED
DEBENTURES....................   We can dissolve ASBC Capital I at any time,
                                 subject to obtaining the prior approval of the
                                 Federal Reserve Board to do so, if then
                                 required under the Federal Reserve Board's
                                 capital rules. If we dissolve ASBC Capital I,
                                 or if ASBC Capital I

                                       S-4
<PAGE>

                                 dissolves because of certain other specified
                                 events (such as our bankruptcy), ASBC Capital I
                                 will distribute the junior subordinated
                                 debentures to holders of the preferred
                                 securities and the common securities on a
                                 proportionate basis.

USE OF PROCEEDS...............   ASBC Capital I will use all of the proceeds
                                 from the sale of the preferred securities and
                                 the common securities to purchase our junior
                                 subordinated debentures. We estimate the net
                                 proceeds to us from the sale of our junior
                                 subordinated debentures will be $     , or
                                 $     if the underwriters exercise their
                                 over-allotment option in full. We intend to use
                                 all of the net proceeds from the sale of our
                                 junior subordinated debentures for general
                                 corporate purposes. We expect the preferred
                                 securities to qualify as Tier 1 capital under
                                 the capital guidelines of the Federal Reserve
                                 Board.

LISTING.......................   The trust has applied to list the preferred
                                 securities on the New York Stock Exchange.
                                 Trading is expected to commence within 30 days
                                 after the preferred securities are first
                                 issued. You should be aware that the listing of
                                 the preferred securities will not necessarily
                                 ensure that an active trading market will be
                                 available for the preferred securities or that
                                 you will be able to sell your preferred
                                 securities at the price you originally paid for
                                 them.

                                 If ASBC Capital I distributes the junior
                                 subordinated debentures, we will use our best
                                 efforts to list them on the New York Stock
                                 Exchange or wherever the preferred securities
                                 are then listed.

FORM OF THE CAPITAL
SECURITIES....................   The preferred securities will be represented by
                                 one or more global securities that will be
                                 deposited with and registered in the name of
                                 The Depository Trust Company, New York, New
                                 York. This means that you will not receive a
                                 certificate for your preferred securities and
                                 the preferred securities will not be registered
                                 in your name. For more details, see the
                                 information under the caption "Book-Entry
                                 Issuance" in the accompanying prospectus.

                                       S-5
<PAGE>

    SUMMARY SELECTED CONSOLIDATED FINANCIAL DATA OF ASSOCIATED BANC-CORP AND
                                  SUBSIDIARIES

     We provide below selected consolidated financial data of our company as of
and for the periods specified. You should read the data below with the more
detailed information, consolidated financial statements and the notes to the
consolidated financial statements that we refer you to in the accompanying
prospectus under the caption "Where You Can Find More Information".

<Table>
<Caption>
                                   AS OF AND FOR THE THREE
                                   MONTHS ENDED MARCH 31,                  AS OF AND FOR THE YEAR ENDED DECEMBER 31,
                                  -------------------------   -------------------------------------------------------------------
                                     2002          2001          2001          2000          1999          1998          1997
                                  -----------   -----------   -----------   -----------   -----------   -----------   -----------
                                  (UNAUDITED)   (UNAUDITED)
                                                             (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                               <C>           <C>           <C>           <C>           <C>           <C>           <C>
CONDENSED STATEMENTS OF INCOME:
  Interest income...............  $   194,306   $   233,679   $   880,622   $   931,157   $   814,520   $   785,765   $   787,919
  Interest expense..............       76,879       136,676       458,637       547,590       418,775       411,028       411,637
                                  -----------   -----------   -----------   -----------   -----------   -----------   -----------
  Net interest income...........      117,427        97,003       421,985       383,567       395,745       374,737       376,282
  Provision for loan losses.....       11,251         5,582        28,210        20,206        19,243        14,740        31,668
                                  -----------   -----------   -----------   -----------   -----------   -----------   -----------
  Net interest income after
    provision for loan losses...      106,176        91,421       393,775       363,361       376,502       359,997       344,614
  Noninterest income............       47,400        44,319       195,603       184,196       165,906       167,928        94,854
  Noninterest expense...........       82,667        78,450       338,369       317,736       305,092       294,962       323,200
                                  -----------   -----------   -----------   -----------   -----------   -----------   -----------
  Income before income taxes....       70,909        57,290       251,009       229,821       237,316       232,963       116,268
  Income tax expense............       19,610        15,204        71,487        61,838        72,373        75,943        63,909
                                  -----------   -----------   -----------   -----------   -----------   -----------   -----------
  Net income....................  $    51,299   $    42,086   $   179,522   $   167,983   $   164,943   $   157,020   $    52,359
                                  ===========   ===========   ===========   ===========   ===========   ===========   ===========
  Net income, as adjusted(1)....  $    51,299   $    43,471   $   185,031   $   173,541   $   168,726   $   158,229   $    53,696
                                  ===========   ===========   ===========   ===========   ===========   ===========   ===========
SELECTED BALANCE SHEET DATA:
  Loans.........................  $ 9,757,584   $ 8,935,543   $ 9,019,864   $ 8,913,379   $ 8,343,100   $ 7,272,697   $ 7,072,550
  Total Assets..................   14,327,900    13,122,386    13,604,374    13,128,394    12,519,902    11,250,667    10,690,442
  Deposits......................    9,192,692     8,687,691     8,612,611     9,291,646     8,691,829     8,557,819     8,395,277
  Long-Term Debt................    1,477,855       122,277     1,103,395       122,420        24,283        26,004        15,270
  Stockholders' Equity..........    1,230,820     1,023,978     1,070,416       968,696       909,789       878,721       813,692
PERFORMANCE RATIOS:
  Return on average assets(2)...         1.54%         1.31%         1.37%         1.31%         1.41%         1.48%         0.50%
  Return on average equity(2)...        18.40         17.18         17.31         18.26         18.04         18.33          6.23
  Net interest margin...........         3.91          3.34          3.62          3.36          3.74          3.79          3.86
  Efficiency ratio(3)...........        48.47         53.68         53.11         55.48         53.78         55.10         63.53
ASSET QUALITY RATIOS:
  Net charge-offs to average
    loans(2)....................         0.31%         0.10%         0.22%         0.10%         0.18%         0.16%         0.16%
  Nonperforming loans to
    loans(4)....................         0.73          0.62          0.58          0.54          0.44          0.74          0.48
  Nonperforming assets to
    assets......................         0.52          0.45          0.40          0.39          0.32          0.53          0.34
  Allowance for loan losses to
    loans.......................         1.48          1.38          1.42          1.35          1.36          1.37          1.31
  Allowance for loan losses to
    nonperforming loans.........          201           224           246           252           307           185           270
CAPITAL RATIOS:
  Average stockholders' equity
    to average assets...........         8.35%         7.63%         7.91%         7.18%         7.81%         8.06%         8.08%
  Tier 1 leverage...............         7.28          6.74          7.03          6.52          6.80          7.56          7.10
  Tier 1 risk-based capital.....         9.43          9.69          9.71          9.37          9.72         11.05         10.61
  Total risk-based capital......        12.73         11.02         13.15         10.70         10.99         12.28         11.86
</Table>

- ---------------

(1) Selected financial data has been adjusted to exclude the amortization of
    goodwill affected by adopting Statement of Financial Accounting Standards
    No. 142, "Goodwill and Other Intangible Assets."

(2) Interim period ratios are annualized.

(3) Noninterest expense divided by sum of taxable equivalent net interest income
    plus noninterest income, excluding net investment securities gains (losses)
    and net asset sales gains.

(4) Nonperforming loans include loans 90 days or more past due but still
    accruing, nonaccrual loans and restructured loans.

                                       S-6
<PAGE>

                                  RISK FACTORS

     Before purchasing any preferred securities, you should read carefully this
prospectus supplement and the accompanying prospectus and pay special attention
to the following risk factors.

     Because ASBC Capital I will rely on the payments it receives on the junior
subordinated debentures to fund all payments on the preferred securities, and
because ASBC Capital I may distribute the junior subordinated debentures in
exchange for the preferred securities, you are making an investment regarding
the junior subordinated debentures as well as the preferred securities. You
should carefully review the information in this prospectus supplement and the
accompanying prospectus about the preferred securities, the guarantee and the
junior subordinated debentures.

HOLDERS OF OUR MORE SENIOR OBLIGATIONS WILL GET PAID BEFORE YOU WILL GET PAID
UNDER THE GUARANTEE.

     Our obligations to you under the junior subordinated debentures and the
guarantee will be junior in right of payment to all of our existing and future
Senior and Subordinated Debt. This means that we cannot make any payments to you
on the junior subordinated debentures or the guarantee if we are in default on
any of our Senior and Subordinated Debt. Therefore, in the event of our
bankruptcy, liquidation or dissolution, our assets must be used to pay off our
senior obligations in full before any payments may be made on the junior
subordinated debentures or the guarantee.

     As of March 31, 2002, we had outstanding senior debt of approximately
$265.6 million. The indenture pursuant to which the junior subordinated
debentures will be issued, the guarantee and the certificate of trust which
created ASBC Capital I, do not limit our ability to incur additional senior
debt.

     For more information, see below under the captions "Certain Terms of the
Junior Subordinated Debentures -- Ranking" in this prospectus supplement and
"Description of the Guarantees -- Status of Guarantees" in the accompanying
prospectus.

OUR RESULTS OF OPERATIONS DEPEND UPON THE RESULTS OF OPERATIONS OF OUR
SUBSIDIARIES.

     We are a holding company that conducts substantially all of our operations
through our banks and other subsidiaries. As a result, our ability to make
payments on the junior subordinated debentures and the guarantee will depend
primarily upon the receipt of dividends and other distributions from our
subsidiaries.

     There are various regulatory restrictions on the ability of our banking
subsidiaries to pay dividends or make other payments to us. At March 31, 2002,
our banking subsidiaries could pay a total of approximately $99.1 million in
dividends to us without prior regulatory approval.

     In addition, our right to participate in any distribution of assets of any
of our subsidiaries upon the subsidiary's liquidation or otherwise, and thus
your ability as a holder of the preferred securities to benefit indirectly from
such distribution, will be subject to the prior claims of creditors of that
subsidiary, except to the extent that any of our claims as a creditor of such
subsidiary may be recognized. As a result, the preferred securities will
effectively be subordinated to all existing and future liabilities and
obligations of our subsidiaries. Therefore, holders of the preferred securities
should look only to our assets for payments on the preferred securities.
Further, the junior subordinated debentures and the guarantee also will be
effectively subordinated to all existing and future obligations of our
subsidiaries.

     At March 31, 2002, our subsidiaries had outstanding debt and other
liabilities, including deposits, of approximately $12.8 billion.

IF WE DO NOT MAKE PAYMENTS ON THE JUNIOR SUBORDINATED DEBENTURES, ASBC CAPITAL I
WILL NOT BE ABLE TO PAY DISTRIBUTIONS AND OTHER PAYMENTS ON THE PREFERRED
SECURITIES AND THE GUARANTEE WILL NOT APPLY.

     ASBC Capital I's ability to make timely distribution and redemption
payments on the preferred securities is completely dependent upon our making
timely payments on the junior subordinated debentures. If we default on the
junior subordinated debentures, ASBC Capital I will lack funds for the payments
on the preferred securities. If this happens, holders of preferred securities
will not be able to rely
                                       S-7
<PAGE>

upon the guarantee for payment of such amounts because the guarantee only
guarantees that we will make distribution and redemption payments on the
preferred securities if ASBC Capital I has the funds to do so itself but does
not. Instead, you or the property trustee may proceed directly against us for
payment of any amounts due on the preferred securities.

     For more information, see below under the caption "Certain Terms of the
Preferred Securities -- Trust Enforcement Events" in this prospectus supplement.

DISTRIBUTIONS ON THE PREFERRED SECURITIES COULD BE DEFERRED; YOU MAY HAVE TO
INCLUDE INTEREST IN YOUR TAXABLE INCOME BEFORE YOU RECEIVE CASH.

     As long as the junior subordinated debentures are not in default, we can,
on one or more occasions, defer interest payments on the junior subordinated
debentures for up to 20 consecutive quarterly periods, but not beyond the
maturity date of the junior subordinated debentures. Because interest payments
on the junior subordinated debentures fund the distributions on the preferred
securities, each such deferral would result in a corresponding deferral of
distributions on the preferred securities.

     We do not intend to defer interest payments on the junior subordinated
debentures. However, if we do so in the future, the preferred securities may
trade at a price that does not reflect fully the value of the accrued but unpaid
distributions. Even if we do not do so, our right to defer interest payments on
the junior subordinated debentures could mean that the market price for the
preferred securities may be more volatile than that of other securities without
interest deferral rights.

     If we defer interest payments on the junior subordinated debentures, you
will be required to accrue interest income for United States federal income tax
purposes in respect of your proportionate share of the accrued but unpaid
interest on the junior subordinated debentures held by ASBC Capital I, even if
you normally report income when received. As a result, you will be required to
include the accrued interest in your gross income for United States federal
income tax purposes prior to your receiving any cash distribution. If you sell
your preferred securities prior to the record date for the first distribution
after an extension period, you will never receive the cash from us related to
the accrued interest that you reported for tax purposes. YOU SHOULD CONSULT WITH
YOUR OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF AN INVESTMENT IN THE
PREFERRED SECURITIES.

     For more information regarding the tax consequences of purchasing the
preferred securities, see below under the caption "United States Federal Income
Tax Consequences -- Interest Income and Original Issue Discount" and "-- Sales
of Preferred Securities or Redemption of Junior Subordinated Debentures" in this
prospectus supplement.

WE HAVE MADE ONLY LIMITED COVENANTS IN THE INDENTURE, WHICH MAY NOT PROTECT YOUR
INVESTMENT IN THE EVENT WE EXPERIENCE SIGNIFICANT ADVERSE CHANGES IN OUR
FINANCIAL CONDITION OR RESULTS OF OPERATIONS.

     The indenture governing our junior subordinated debentures does not require
us to maintain any financial ratios or specified levels of net worth, revenues,
income, cash flow or liquidity, and therefore does not protect holders of the
junior subordinated debentures or the preferred securities in the event we
experience significant adverse changes in our financial condition or results of
operations. The indenture does not limit our ability or the ability of any
subsidiary to incur additional indebtedness that is senior or equal in right of
payment to the junior subordinated debentures. Therefore, you should not
consider the provisions of the indenture as a significant factor in evaluating
whether we will be able to comply with our obligations under the junior
subordinated debentures or the guarantee.

THE PREFERRED SECURITIES MAY BE REDEEMED PRIOR TO MATURITY; YOU MAY BE TAXED ON
THE PROCEEDS AND YOU MAY NOT BE ABLE TO REINVEST THE PROCEEDS AT THE SAME OR A
HIGHER RATE OF RETURN.

     The junior subordinated debentures (and therefore the preferred securities)
may be redeemed in whole or in part on one or more occasions any time on or
after           , 2007 or in whole upon the occurrence of certain special events
relating to changes in tax law, the Investment Company Act of 1940

                                       S-8
<PAGE>

or the treatment of the preferred securities for bank regulatory capital
purposes, subject to receipt of any necessary Federal Reserve Board approval.
The redemption price for the junior subordinated debentures would be equal to
100% of the principal amount plus accrued and unpaid interest. If such a
redemption happens, ASBC Capital I must use the redemption price it receives to
redeem on a proportionate basis preferred securities and common securities
having an aggregate liquidation amount equal to the aggregate principal amount
of the junior subordinated debentures redeemed.

     The redemption of the preferred securities would be a taxable event to you
for United States federal income tax purposes.

     In addition, you may not be able to reinvest the money that you receive in
the redemption at a rate that is equal to or higher than the rate of return on
the preferred securities.

WE CAN DISTRIBUTE THE JUNIOR SUBORDINATED DEBENTURES TO YOU, WHICH MAY HAVE
ADVERSE TAX CONSEQUENCES FOR YOU AND WHICH MAY ADVERSELY AFFECT THE MARKET PRICE
OF THE PREFERRED SECURITIES PRIOR TO SUCH DISTRIBUTION.

     ASBC Capital I may be dissolved a any time before maturity of the junior
subordinated debentures on           , 2032. If that occurs, the trustees will
distribute the junior subordinated debentures to you. We cannot predict the
market prices for the junior subordinated debentures that would be distributed
in exchange for preferred securities upon liquidation of ASBC Capital I. The
junior subordinated debentures that you receive if ASBC Capital I is liquidated
may trade at a discount to the price that you paid to purchase the preferred
securities. Because you may receive junior subordinated debentures, your
investment decision with regard to the preferred securities will also be an
investment decision with regard to the junior subordinated debentures.

     Under current United States federal income tax laws and assuming, as
expected, ASBC Capital I is treated as a grantor trust for United States federal
income tax purposes, a distribution of the junior subordinated debentures to you
upon the dissolution of ASBC Capital I would not be a taxable event to you.
Nevertheless, if ASBC Capital I is classified for United States federal income
tax purposes as an association taxable as a corporation or is otherwise subject
to United States federal income tax at the time it is dissolved, the
distribution of the junior subordinated debentures would be a taxable event to
ASBC Capital I and to you. In addition, if there is a change in law, a
distribution of junior subordinated debentures upon the dissolution of ASBC
Capital I could be a taxable event to ASBC Capital I and to you.

FEDERAL BANKING AUTHORITIES MAY RESTRICT THE ABILITY OF ASBC CAPITAL I TO MAKE
DISTRIBUTIONS ON OR REDEEM THE PREFERRED SECURITIES.

     Federal banking authorities will have the right to examine ASBC Capital I
and its activities because ASBC Capital I is our subsidiary. Under certain
circumstances, including any determination that our relationship to ASBC Capital
I would result in an unsafe and unsound banking practice, these banking
authorities have the authority to issue orders which could restrict the ability
of ASBC Capital I to make distributions on or to redeem the preferred
securities.

AN ACTIVE TRADING MARKET FOR THE PREFERRED SECURITIES MAY NOT DEVELOP.

     The trust has applied to list the preferred securities on the New York
Stock Exchange. Trading is expected to commence within 30 days after the
preferred securities are first issued. You should be aware that the listing of
the preferred securities will not necessarily ensure that an active trading
market will be available for the preferred securities or that you will be able
to sell your preferred securities at the price you originally paid for them.

                                       S-9
<PAGE>

YOU MUST RELY ON THE PROPERTY TRUSTEE TO ENFORCE YOUR RIGHTS IF THERE IS AN
EVENT OF DEFAULT UNDER THE INDENTURE.

     You may not be able to directly enforce your rights against us if an event
of default under the indenture occurs. If an event of default under the
indenture occurs and is continuing, this event will also be a trust enforcement
event with respect to the preferred securities. In that case, you must rely on
the enforcement of the property trustee of its rights as holder of the junior
subordinated debentures against us. The holders of a majority in liquidation
amount of the preferred securities will have the right to direct the property
trustee to enforce its rights. If the property trustee does not enforce its
rights following a trust enforcement event and a request by a record holder to
do so, any record holder may, to the extent permitted by applicable law, take
action directly against us to enforce the property trustee's rights. If a trust
enforcement event occurs with respect to the preferred securities that is
attributable to our failure to pay interest or principal on the junior
subordinated debentures, or if we default under the guarantee, you may proceed
directly against us. You will not be able to exercise directly any other
remedies available to the holders of the junior subordinated debentures unless
the property trustee fails to do so.

WE GENERALLY WILL CONTROL ASBC CAPITAL I BECAUSE YOUR VOTING RIGHTS ARE VERY
LIMITED.

     You will only have limited voting rights. In particular, you may not elect
and remove any trustees, except when there is a default under the junior
subordinated debentures. If such a default occurs, a majority in liquidation
amount of the holders of the preferred securities would be entitled to remove or
appoint the property trustee and the Delaware trustee.

     For more information, see below under the caption "ASBC Capital I" in this
prospectus supplement.

                           FORWARD-LOOKING STATEMENTS

     Forward-looking statements may be made in this prospectus supplement, the
accompanying prospectus and the documents that are incorporated by reference
that are subject to risks and uncertainties. These forward-looking statements
describe future plans or strategies and include our expectations of future
results of operations. The words "believes," "expects," "anticipates" or similar
expressions identify forward-looking statements. You should note that many
factors, some of which may be discussed elsewhere in this prospectus supplement
or the accompanying prospectus and in the documents that are incorporated by
reference, could affect our future financial results and could cause those
results to differ materially from those expressed in forward-looking statements
contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. These factors include the following:

     - operating, legal and regulatory risks;

     - economic, political and competitive forces affecting our banking,
       securities, asset management and credit services businesses; and

     - the risk that our analysis of these risks and forces could be incorrect
       and/or that the strategies developed to address them could be
       unsuccessful.

     These factors should be considered in evaluating the forward-looking
statements, and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

                                 ASBC CAPITAL I

     ASBC Capital I is a business trust organized under Delaware law by the
trustees and us. ASBC Capital I was established solely for the following
purposes:

     - to issue the preferred securities, which represent undivided beneficial
       ownership interests in ASBC Capital I's assets;

                                       S-10
<PAGE>

     - to issue its common securities to us in a total liquidation amount equal
       to at least 3% of ASBC Capital I's total capitalization;

     - to use the gross proceeds from the sale of the preferred securities and
       common securities to purchase our junior subordinated debentures; and

     - to engage in other activities that are directly related to the activities
       described above, such as registering the transfer of the preferred
       securities.

     Because ASBC Capital I was established only for the purposes listed above,
the junior subordinated debentures will be ASBC Capital I's sole assets.
Payments on the junior subordinated debentures will be ASBC Capital I's sole
source of income. ASBC Capital I will issue only one series of preferred
securities.

     As issuer of the junior subordinated debentures, we will pay:

     - all fees, expenses and taxes related to ASBC Capital I and the offering
       of the preferred securities and common securities; and

     - all ongoing costs, expenses and liabilities of ASBC Capital I, except
       obligations to make distributions and other payments on the common
       securities and the preferred securities.

     For so long as the preferred securities remain outstanding, we will:

     - own, directly or indirectly, all of the common securities;

     - cause ASBC Capital I to remain a business trust and not to voluntarily
       dissolve, wind-up, liquidate or be terminated, except as permitted by the
       certificate of trust by which ASBC Capital I was created;

     - use our commercially reasonable efforts to ensure that ASBC Capital I
       will not be an "investment company" for purposes of the Investment
       Company Act of 1940; and

     - take no action that would be reasonably likely to cause ASBC Capital I to
       be classified as other than a grantor trust for United States federal
       income tax purposes.

     The business and affairs of ASBC Capital I will be conducted by its five
trustees. The three administrative trustees will be individuals who are our
employees. The fourth trustee, BNY Midwest Trust Company, as property trustee,
will hold title to the junior subordinated debentures for the benefit of the
holders of the preferred securities and will have the power to exercise all the
rights and powers of a registered holder of the junior subordinated debentures.
The fifth trustee, The Bank of New York (Delaware), as Delaware trustee,
maintains its principal place of business in Delaware and meets the requirements
of Delaware law for Delaware business trusts. In addition, BNY Midwest Trust
Company, as guarantee trustee, will hold the guarantee for the benefit of the
holders of the preferred securities.

     We have the sole right to appoint, remove and replace the trustees of ASBC
Capital I, unless an event of default occurs with respect to the junior
subordinated debentures. In that case, the holders of a majority in liquidation
amount of the preferred securities will have the right to remove and appoint the
property trustee and the Delaware trustee.

     For additional information concerning ASBC Capital I, see "About the
Trusts" in the accompanying prospectus. ASBC Capital I will not be required to
file any reports with the SEC after the issuance of the preferred securities. As
discussed below under the caption "Accounting Treatment" in this prospectus
supplement, we will provide certain information concerning ASBC Capital I and
the preferred securities in the financial statements included in our own
periodic reports to the SEC.

     The principal executive office of ASBC Capital I is c/o Associated
Banc-Corp, 1200 Hansen Road, Green Bay, Wisconsin 54304, and its telephone
number is (920) 491-7000.

                                       S-11
<PAGE>

                                USE OF PROCEEDS

     ASBC Capital I will use the proceeds from the sale of the preferred
securities and common securities to purchase our junior subordinated debentures.
The net proceeds from the offering of our junior subordinated debentures are
estimated to be $          , after deducting the underwriting commissions and
estimated offering expenses we will pay, or $          if the underwriters
exercise their over-allotment option in full. We intend to use all of the
proceeds from the sale of our junior subordinated debt securities for general
corporate purposes. General corporate purposes may include the repayment of
debt, repurchases of shares of our outstanding common stock, investments in or
extensions of credit to our subsidiaries, the financing of possible acquisitions
or business expansion. We may invest the net proceeds temporarily or apply them
to repay short-term debt until we are ready to use them for their stated
purpose.

                              ACCOUNTING TREATMENT

     For financial reporting purposes, ASBC Capital I will be treated as our
subsidiary, and its accounts will be included in our consolidated financial
statements.

     In our future financial reports, we will:

     - present the junior subordinated debentures as part of a separate line
       item on our consolidated balance sheets;

     - record distributions payable on the preferred securities as interest
       expense; and

     - include a footnote in our consolidated financial statements stating,
       among other things, that the sole assets of ASBC Capital I are junior
       subordinated debentures issued by us and providing information about the
       preferred securities, the junior subordinated debentures and the
       guarantee.

                              REGULATORY TREATMENT

     We are required by the Federal Reserve Board to maintain certain levels of
capital for bank regulatory purposes. We expect that the preferred securities
will be treated as Tier 1 capital of Associated Banc-Corp for these purposes.

                                       S-12
<PAGE>

                                 CAPITALIZATION

     We provide in the table below our unaudited consolidated capitalization as
of March 31, 2002 and as adjusted to reflect the issuance of the preferred
securities. You should read it together with the detailed information and our
financial statements included in the documents incorporated by reference to the
accompanying prospectus. See "Where You Can Find More Information" in the
accompanying prospectus. The table also reflects adjustments for the issuance of
the preferred securities and our application of the proceeds from the sale of
the junior subordinated debentures to ASBC Capital I as described under "Use of
Proceeds" assuming the transaction had occurred on March 31, 2002.

<Table>
<Caption>
                                                                  MARCH 31, 2002
                                                             -------------------------
                                                                     UNAUDITED
                                                               ACTUAL      AS ADJUSTED
                                                             -----------   -----------
                                                              (DOLLARS IN THOUSANDS)
<S>                                                          <C>           <C>
Deposits...................................................  $ 9,192,692   $ 9,192,692
Short-term borrowings......................................    2,230,505     2,230,505
Long-term debt.............................................    1,477,855     1,477,855
                                                             -----------   -----------
  Total deposits and debt..................................  $12,901,052   $12,901,052
                                                             ===========   ===========
Company obligated mandatorily redeemable preferred
  securities of subsidiary trusts holding solely the junior
  subordinated debentures of the parent company............           --       200,000
Stockholders' Equity:
Common stock...............................................          768           768
Capital surplus............................................      680,140       680,140
Retained earnings..........................................      527,444       527,444
Treasury stock.............................................      (26,498)      (26,498)
Other comprehensive income.................................       48,966        48,966
                                                             -----------   -----------
  Total stockholders' equity...............................  $ 1,230,820   $ 1,230,820
                                                             -----------   -----------
     Total capitalization..................................  $14,131,872   $14,331,872
                                                             ===========   ===========
</Table>

                CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

     Our consolidated ratios of earnings to fixed charges are as follows for the
periods shown:

<Table>
<Caption>
                                          THREE MONTHS
                                              ENDED
                                            MARCH 31,            YEAR ENDED DECEMBER 31,
                                          -------------   -------------------------------------
                                          2002    2001    2001    2000    1999    1998    1997
                                          -----   -----   -----   -----   -----   -----   -----
<S>                                       <C>     <C>     <C>     <C>     <C>     <C>     <C>
Ratio of earnings to fixed charges:
  Excluding interest on deposits........  3.43x   2.25x   2.55x   2.36x   3.23x   4.47x   2.54x
  Including interest on deposits........  1.92x   1.42x   1.55x   1.42x   1.56x   1.56x   1.28x
</Table>

     For purposes of computing the above ratios, earnings represent net income
from continuing operations plus total taxes based on income and fixed charges.
Fixed charges, excluding interest on deposits, include interest expense (other
than on deposits), one third (the proportion deemed representative of the
interest factor) of rents, net of income from subleases, and capitalized
interest. Fixed charges, including interest on deposits, include all interest
expense, one third (the proportion deemed representative of the interest factor)
of rents, net of income from subleases, and capitalized interest. We did not
have any shares of preferred stock outstanding during the periods shown above.

                                       S-13
<PAGE>

                   CERTAIN TERMS OF THE PREFERRED SECURITIES

     We have summarized below certain terms of the preferred securities. This
summary supplements the general description of the preferred securities under
the caption "Description of Capital Securities" and elsewhere in the
accompanying prospectus. To the extent that this summary is inconsistent with
the description in the accompanying prospectus, you should rely on the summary
below. This summary is not a complete description of all of the terms and
provisions of the preferred securities. For more information, we refer you to
the certificate of trust, the form of the amended and restated trust agreement
and the form of preferred security certificate (which will be substantially
similar to the form of the preferred securities), which we filed as exhibits to
the registration statement of which the accompanying prospectus is a part, and
the Delaware Business Trust Act and the Trust Indenture Act.

     The preferred securities represent undivided beneficial ownership interests
in the assets of ASBC Capital I. The only assets of ASBC Capital I will be the
junior subordinated debentures. The preferred securities will rank equally with
the common securities except as described below under the caption
"-- Subordination of Common Securities" in this section.

DISTRIBUTIONS

     As an undivided beneficial owner in the junior subordinated debentures, you
will receive distributions on the preferred securities that are cumulative and
will accumulate from the date of issuance at the annual rate of      % of the
liquidation amount of $25 for each preferred security. Interest on the junior
subordinated debentures will accrue and, as a result, distributions on the
preferred securities will accumulate and will be payable quarterly in arrears on
          ,          ,          and           of each year, beginning
          , 2002. The amount of distributions payable for any period will be
computed on the basis of a 360-day year comprised of twelve 30-day months. The
amount of distributions payable for any period shorter than a full quarterly
period will be computed on the basis of a 30-day month and, for periods of less
than a month, the actual number of days elapsed per 30-day month. If the
preferred securities are issued in the form of global securities, as is
expected, the record date for determining who will receive distributions on the
preferred securities will be the business day preceding the payment date for
such distributions; otherwise the record date will be the fifteenth day
preceding the payment date for such distributions. For more information on
global securities, see "-- Global Securities; Book-Entry Issue" below, and under
the caption "Book-Entry Issuance" in the accompanying prospectus.

     Interest not paid when due will accrue additional interest at the annual
rate of      % on the amount of unpaid interest, compounded quarterly. As a
result, distributions not paid when due will accumulate additional distributions
at the annual rate of      % on the amount of unpaid distributions, compounded
quarterly. When we refer to any payment of distributions, the term
"distributions" includes any such additional accumulated distributions.

     If distributions are payable on a date that is not a "business day,"
payment will be made on the next business day and without any interest or other
payment as a result of such delay. A "business day" means each day except
Saturday, Sunday and any day on which banking institutions in The City of New
York are authorized or required by law to close or on which the corporate trust
office of the property trustee or the indenture trustee is closed for business.

     ASBC Capital I's income available for the payment of distributions will be
limited to our payments made on the junior subordinated debentures. As a result,
if we do not make interest payments on the junior subordinated debentures, then
ASBC Capital I will not have funds to make distributions on the preferred
securities.

DEFERRAL OF DISTRIBUTIONS

     If the junior subordinated debentures are not in default, we can, on one or
more occasions, defer interest payments on the junior subordinated debentures
for up to 20 consecutive quarterly interest payment periods. A deferral of
interest payments cannot extend, however, beyond the maturity date of the

                                       S-14
<PAGE>

junior subordinated debentures. If we defer interest payments on the junior
subordinated debentures, ASBC Capital I also will defer distributions on the
preferred securities. During an Extension Period, interest on the junior
subordinated debentures will accrue and compound quarterly at the annual rate of
     %, to the extent permitted by applicable law, and as a result distributions
otherwise due to you would continue to accumulate from the date that these
distributions were due.

     Once we make all deferred interest payments on the junior subordinated
debentures, we again can defer interest payments on the junior subordinated
debentures in the same manner as discussed above. As a result, there could be
multiple periods of varying length during which you would not receive cash
distributions from ASBC Capital I.

     We currently do not intend to defer interest payments on the junior
subordinated debentures. If we defer such interest payments, however, neither we
nor our subsidiaries generally will be permitted to pay dividends on or
repurchase shares of our capital stock or make payments on debt securities or
guarantees that rank equal or junior to the junior subordinated debentures and
the guarantee. These limitations are described in greater detail below under the
caption "Certain Terms of the Junior Subordinated Debentures -- Option to Defer
Interest Payments" in this prospectus supplement.

     If we choose to defer payments of interest on the junior subordinated
debentures, then the junior subordinated debentures would at that time be
treated as being issued with original issue discount for United States federal
income tax purposes. This means you will be required to include your share of
the accrued but unpaid interest on the junior subordinated debentures in your
gross income for United States federal income tax purposes before you receive
cash distributions from ASBC Capital I. This treatment will apply as long as you
own preferred securities. For more information, see below under the caption
"United States Federal Income Tax Consequences -- Interest Income and Original
Issue Discount" in this prospectus supplement.

PAYMENT OF DISTRIBUTIONS

     Distributions on the preferred securities will be payable to holders on the
relevant record date. As long as the preferred securities are only in book-entry
form, the record date for the payment of distributions will be one business day
before the distribution date. If the preferred securities are ever issued in
certificated form, the record date for the payment of distributions will be the
fifteenth day before the relevant payment date. Distributions payable on any
preferred securities that are not paid on the scheduled distribution date will
cease to be payable to the person in whose name such preferred securities are
registered on the relevant record date, and such distribution will instead be
payable to the person in whose name such preferred securities are registered on
a special record date set for this purpose.

     Payments on the preferred securities while they are in book-entry form will
be made in immediately available funds to DTC, the depositary for the preferred
securities.

REDEMPTION

     We may redeem the junior subordinated debentures before their maturity at
100% of their principal amount plus accrued and unpaid interest:

     - in whole or in part, on one or more occasions at any time on or after
                 , 2007 or

     - in whole at any time if certain changes occur in tax or investment
       company laws and regulations, or in the treatment of the preferred
       securities for bank regulatory capital purposes. These events, which we
       refer to as "Special Events", are described in detail below under the
       caption "-- Redemption Upon a Special Event".

     We may not redeem the junior subordinated debentures unless we receive the
prior approval of the Federal Reserve Board to do so, if that approval is then
required under the Federal Reserve Board's capital rules.

                                       S-15
<PAGE>

     General.  When we repay the junior subordinated debentures, either at
maturity on           , 2032 or upon early redemption (as discussed above), ASBC
Capital I will use the cash it receives from the repayment or redemption of the
junior subordinated debentures to redeem a corresponding amount of the preferred
securities and common securities. The redemption price for the preferred
securities will be equal to the liquidation amount, $25 per preferred security,
plus accumulated but unpaid distributions on the preferred securities to the
redemption date.

     If less than all the preferred securities and the common securities are
redeemed, the total amount of the preferred securities and the common securities
to be redeemed will be allocated proportionately among the preferred securities
and common securities, unless an event of default under the junior subordinated
debentures or similar event has occurred, as described below under the caption
"-- Subordination of Common Securities" in this section.

     If we do not elect to redeem the junior subordinated debentures, then the
preferred securities will remain outstanding until the repayment of the junior
subordinated debentures unless we liquidate ASBC Capital I and distribute the
junior subordinated debentures to you. For more information, see "-- Optional
Liquidation of ASBC Capital I and Distribution of Junior Subordinated
Debentures" in this section.

     Redemption Upon a Special Event.  If a Special Event has occurred and is
continuing, and we cannot cure that event by some reasonable action, then we may
redeem the junior subordinated debentures within 90 days following the
occurrence of the Special Event. A "Special Event" means, for these purposes,
the occurrence of a "Tax Event", a "Regulatory Capital Event" or an "Investment
Company Event." We summarize each of these events below.

     A "Tax Event" means that either we or ASBC Capital I will have received an
opinion of counsel (which may be our counsel or counsel of an affiliate but not
an employee and which must be reasonably acceptable to the property trustee)
experienced in tax matters stating that, as a result of any:

     - amendment to, or change (including any announced prospective change) in,
       the laws (or any regulations under those laws) of the United States or
       any political subdivision or taxing authority affecting taxation; or

     - interpretation or application of the laws, enumerated in the preceding
       bullet point, or regulations by any court, governmental agency or
       regulatory authority,

     there is more than an insubstantial risk that:

     - ASBC Capital I is, or will be within 90 days of the date of the opinion
       of counsel, subject to U.S. federal income tax on interest received on
       the junior subordinated debentures;

     - interest payable by us to ASBC Capital I on the junior subordinated
       debentures is not, or will not be within 90 days of the date of the
       opinion of counsel, deductible, in whole or in part, for U.S. federal
       income tax purposes; or

     - ASBC Capital I is, or will be within 90 days of the date of the opinion
       of counsel, subject to more than a minimal amount of other taxes, duties,
       assessments or other governmental charges.

     A "Regulatory Capital Event" means the reasonable determination by us that,
as a result of any:

     - amendment to, or change (including any prospective change) in, the laws
       or any applicable regulation of the United States or any political
       subdivision; or

     - as a result of any official or administrative pronouncement or action or
       judicial decision interpreting or applying the laws or regulations, which
       amendment is effective or announced on or after the date of issuance the
       preferred securities,

there is more than an insubstantial risk of impairment of our ability to treat
the preferred securities (or any substantial portion of the preferred
securities) as Tier 1 capital (or its equivalent) for purposes of the capital
adequacy guidelines of the Federal Reserve in effect and applicable to us.

                                       S-16
<PAGE>

     An "Investment Company Event" means the receipt by us and ASBC Capital I of
an opinion of counsel (which may be our counsel or counsel of an affiliate but
not an employee and which must be reasonably acceptable to the property trustee)
experienced in matters relating to investment companies to the effect that, as a
result of any:

     - change in law or regulation; or

     - change in interpretation or application of law or regulation by any
       legislative body, court, governmental agency or regulatory authority,

there is more than an insubstantial risk that ASBC Capital I is or will be
considered an investment company that is required to be registered under the
Investment Company Act, which change becomes effective on or after the original
issuance of the preferred securities.

REDEMPTION PROCEDURES

     ASBC Capital I will give you at least 30 days' but not more than 60 days'
notice before any redemption of preferred securities. To the extent funds are
available for payment, ASBC Capital I will irrevocably deposit with DTC
sufficient funds to pay the redemption amount for the preferred securities being
redeemed. ASBC Capital I also will give DTC irrevocable instructions and
authority to pay the redemption amount to its participants. Any distribution to
be paid on or before a redemption date for any preferred securities called for
redemption will be payable to the registered holders on the record date for the
distribution.

     Once notice of redemption is given and ASBC Capital I irrevocably deposits
the redemption amount, additional distributions on the preferred securities will
cease to accumulate from and after the redemption date. In addition, all rights
of the holders of the preferred securities called for redemption will cease,
except for the right to receive distributions payable prior to the redemption
date and the redemption amount.

     If any redemption date is not a business day, the redemption amount will be
payable on the next business day, without any interest or other payment in
respect of any such delay.

     If payment of the redemption amount for any preferred securities called for
redemption is not paid because the payment of the redemption price on the junior
subordinated debentures is not made, interest on the junior subordinated
debentures will continue to accrue from the originally scheduled redemption date
to the actual date of payment, and, as a result, distributions on the preferred
securities will continue to accumulate.

     In addition, we may and our affiliates may, at any time, purchase
outstanding preferred securities by tender, in the open market or by private
agreement.

OPTIONAL LIQUIDATION OF ASBC CAPITAL I AND DISTRIBUTION OF JUNIOR SUBORDINATED
DEBENTURES

     We may dissolve ASBC Capital I at any time, and after satisfying the
creditors of ASBC Capital I, may cause the junior subordinated debentures to be
distributed to the holders of the preferred securities. We may not dissolve ASBC
Capital I, however, unless we first receive:

     - the approval of the Federal Reserve System to do so, if that approval is
       then required under the Federal Reserve System's capital rules; and

     - an opinion of independent counsel that the distribution of the junior
       subordinated debentures will not be taxable to the holders for United
       States federal income tax purposes.

     See below under the caption "Certain Terms of the Junior Subordinated
Debentures -- Distribution of Junior Subordinated Debentures" in this prospectus
supplement.

                                       S-17
<PAGE>

     If we elect to dissolve ASBC Capital I, thus causing the junior
subordinated debentures to be distributed to the holders of the preferred
securities, we will continue to have the right to redeem the junior subordinated
debentures in certain circumstances as described above.

SUBORDINATION OF COMMON SECURITIES

     Payment of distributions or any redemption or liquidation amounts by ASBC
Capital I regarding the preferred securities and the common securities will be
made proportionately based on the total liquidation amounts of the securities.
However, if we are in default under the junior subordinated debentures, ASBC
Capital I will make no payments on the common securities until all unpaid
amounts on the preferred securities have been provided for or paid in full.

TRUST ENFORCEMENT EVENTS

     An event of default under the indenture constitutes an event of default
under the amended and restated trust agreement. We refer to such an event as a
"Trust Enforcement Event". For more information on events of default under the
indenture, see "Description of Junior Subordinated Debt Securities -- Events of
Default" in the accompanying prospectus. Upon the occurrence and continuance of
a Trust Enforcement Event, the property trustee, as the sole holder of the
junior subordinated debentures, will have the right under the indenture to
declare the principal amount of the junior subordinated debentures due and
payable. The amended and restated trust agreement does not provide for any other
events of default.

     If the property trustee fails to enforce its rights under the junior
subordinated debentures, any holder of preferred securities may, to the extent
permitted by applicable law, institute a legal proceeding against us to enforce
the property trustee's rights under the junior subordinated debentures and the
indenture without first instituting legal proceedings against the property
trustee or any other person. In addition, if a Trust Enforcement Event is due to
our failure to pay interest or principal on the junior subordinated debentures
when due, then the registered holder of preferred securities may institute a
direct action on or after the due date directly against us for enforcement of
payment to that holder of the principal of or interest on the junior
subordinated debentures having a principal amount equal to the total liquidation
amount of that holder's preferred securities. In connection with such a direct
action, we will have the right under the indenture to set off any payment made
to that holder by us. The holders of preferred securities will not be able to
exercise directly any other remedy available to the holders of the junior
subordinated debentures.

     Pursuant to the amended and restated trust agreement, the holder of the
common securities will be deemed to have waived any Trust Enforcement Event
regarding the common securities until all Trust Enforcement Events regarding the
preferred securities have been cured, waived or otherwise eliminated. Until all
Trust Enforcement Events regarding the preferred securities have been so cured,
waived or otherwise eliminated, the property trustee will act solely on behalf
of the holders of the preferred securities and only the holders of the preferred
securities will have the right to direct the enforcement actions of the property
trustee.

VOTING RIGHTS

     Holders of preferred securities will have only limited voting rights. In
particular, holders of preferred securities may not elect or remove any trustee,
except when there is a default under the junior subordinated debentures. If such
a default occurs, a majority in liquidation amount of the holders of the
preferred securities would be entitled to remove or appoint the property trustee
and the Delaware trustee.

REMEDIES

     So long as any junior subordinated debentures are held by the property
trustee, the holders of a majority of all outstanding preferred securities will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the property trustee, or to direct the exercise of
any
                                       S-18
<PAGE>

power conferred upon the property trustee under the amended and restated trust
agreement, including the right to direct the property trustee, as holder of the
junior subordinated debentures to:

     - exercise the remedies available to it under the indenture as a holder of
       the junior subordinated debentures, including the right to rescind or
       annul a declaration that the principal of all the junior subordinated
       indentures will be due and payable;

     - consent to any amendment, modification or termination of the indenture or
       the junior subordinated debentures; or

     - waive any past default that is waivable under the indenture.

     However, where a consent or action under the indenture would require the
consent or action of the holders of more than a majority of the total principal
amount of junior subordinated debentures affected by it, only the holders of
that greater percentage of the preferred securities may direct the property
trustee to give the consent or to take such action. See "Description of Capital
Securities -- Voting Rights; Amendment of Each Trust Agreement" in the
accompanying prospectus.

     If an event of default under the indenture has occurred and is continuing,
the holders of 25% of the total liquidation amount of the preferred securities
may direct the property trustee to declare the principal and interest on the
junior subordinated debentures due and payable.

MEETINGS

     Any required approval of holders of preferred securities may be given at a
meeting of holders of preferred securities convened for such purpose or pursuant
to written consent. The property trustee will cause a notice of any meeting at
which holders of preferred securities are entitled to vote to be given to each
holder of record of preferred securities in the manner described in the amended
and restated trust agreement.

     No vote or consent of the holders of preferred securities will be required
for ASBC Capital I to redeem and cancel its preferred securities in accordance
with the amended and restated trust agreement.

GLOBAL SECURITIES; BOOK-ENTRY ISSUE

     We expect that the preferred securities will be issued in the form of
global securities held by The Depository Trust Company as described under the
caption "Book-Entry Issuance" in the accompanying prospectus.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

     The property trustee, other than during the occurrence and continuance of a
Trust Enforcement Event, undertakes to perform only the duties that are
specifically described in the amended and restated trust agreement and, after a
Trust Enforcement Event which has not been cured or waived, must exercise the
same degree of care and skill as a prudent person would exercise or use under
the circumstances in the conduct of his own affairs. Subject to this provision,
the property trustee is under no obligation to exercise any of the rights or
powers vested in it by the amended and restated trust agreement at the request
of any holder of preferred securities unless it is offered security and
indemnity satisfactory to the property trustee against the costs, expenses and
liabilities that it might incur by complying with such request.

                                       S-19
<PAGE>

              CERTAIN TERMS OF THE JUNIOR SUBORDINATED DEBENTURES

     We have summarized below certain terms of the junior subordinated
debentures. This summary supplements the general description of these securities
under the caption "Description of Junior Subordinated Debt Securities" and
elsewhere in the accompanying prospectus. To the extent that this summary is
inconsistent with the description in the accompanying prospectus, you should
rely on the summary below. This summary is not a complete description of all of
the terms and provisions of the junior subordinated debentures. For more
information, we refer you to the indenture and the form of the junior
subordinated debentures, which we filed as exhibits to the registration
statement of which the accompanying prospectus is a part.

     The junior subordinated debentures will be issued pursuant to an indenture
between us and BNY Midwest Trust Company as indenture trustee. The indenture
provides for the issuance from time to time of junior subordinated debentures in
an unlimited dollar amount and an unlimited number of series.

     The junior subordinated debentures will be issued as our unsecured debt
under the indenture and will be limited in aggregate principal amount to
approximately $     (or $     if the underwriters over-allotment option is
exercised in full). This amount is the sum of the aggregate stated liquidation
value of the preferred securities and the common securities.

INTEREST RATE AND MATURITY

     The junior subordinated debentures will bear interest at the annual rate of
     %, payable quarterly in arrears on           ,           ,           and of
each year, beginning           , 2002. Interest payments not paid when due will
themselves accrue additional interest at the annual rate of      % on the amount
of unpaid interest, to the extent permitted by law, compounded quarterly. The
amount of interest payable for any period will be computed based on a 360-day
year comprised of twelve 30-day months. The amount of interest payable for any
period shorter than a full quarterly period will be computed on the basis of a
30-day month and, for periods of less than a month, the actual number of days
elapsed per 30-day month. The distribution provisions of the preferred
securities correspond to the interest payment provisions for the junior
subordinated debentures because the preferred securities represent undivided
beneficial ownership interests in the junior subordinated debentures.

     The junior subordinated debentures do not have a sinking fund. This means
that we are not required to make any principal payments prior to maturity.

     The junior subordinated debentures will mature on           , 2032.

RANKING

     The junior subordinated debentures will be unsecured and will rank junior
and be subordinate in right of payment to all our Senior and Subordinated Debt.

     As a holding company, most of our operating assets are owned by our
subsidiaries. As a result, the ability of holders of the junior subordinated
debentures to benefit from any distribution of assets of any subsidiary upon the
liquidation or reorganization of such subsidiary is subordinate to the prior
claims of present and future creditors of that subsidiary.

     The preferred securities, the junior subordinated debentures and the
guarantee do not limit our or our subsidiaries' ability to incur additional
debt, including debt that ranks senior in priority of payment to the junior
subordinated debentures and the guarantee. At March 31, 2002, approximately
$190.4 million of our senior debt was outstanding. In addition, the junior
subordinated debentures will be effectively subordinated to all our
subsidiaries' existing and future obligations. At March 31, 2002, our
subsidiaries had outstanding debt and other liabilities, including deposits, of
approximately $12.8 billion.

                                       S-20
<PAGE>

REDEMPTION

     We may, under certain circumstances, redeem some or all of the junior
subordinated debentures before their maturity. For more information, see above
under the caption "Certain Terms of the Preferred Securities -- Redemption" in
this prospectus supplement.

DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES

     If the property trustee distributes the junior subordinated debentures to
the holders of the preferred securities and the common securities upon the
liquidation of ASBC Capital I, we will cause the junior subordinated debentures
to be issued in denominations of $25 principal amount and integral multiples
thereof. We anticipate that the junior subordinated debentures would be
distributed in the form of one or more global securities and that DTC would act
as depositary for the junior subordinated debentures. The depositary
arrangements for the junior subordinated debentures would be substantially the
same as those in effect for the preferred securities.

     For a description of DTC and the terms of the depositary arrangements
relating to payments, transfers, voting rights, redemption and other notices and
other matters, see "Book-Entry Issuance" in the accompanying prospectus.

OPTION TO EXTEND INTEREST PAYMENT DATES

     We can defer interest payments on the junior subordinated debentures for up
to 20 consecutive quarterly interest payment periods ("Extension Periods") if
the junior subordinated debentures are not in default. A deferral of interest
payments cannot extend, however, beyond the maturity date of the junior
subordinated debentures. During an Extension Period, interest will continue to
accrue on the junior subordinated debentures, compounded quarterly, and deferred
interest payments will accrue additional interest at      %. No interest will be
due and payable on the junior subordinated debentures until the end of an
Extension Period except upon a redemption of the junior subordinated debentures
during an Extension Period.

     We may pay at any time all or any portion of the interest accrued to that
point during an Extension Period. At the end of the Extension Period or on any
redemption date, we will be obligated to pay all accrued and unpaid interest.

     Once we pay all accrued and unpaid interest on the junior subordinated
debentures, we again can defer interest payments on the junior subordinated
debentures as described above, provided that an Extension Period cannot extend
beyond the maturity date of the junior subordinated debentures.

     Certain Limitations During an Extension Period.  During any Extension
Period, we will not and our subsidiaries will not be permitted to:

     - declare or pay any dividends or distributions, or redeem, purchase,
       acquire, or make a liquidation payment on any of our capital stock;

     - make any payment of principal of interest or premium, if any, on or
       repay, repurchase or redeem any of our debt securities (including other
       junior subordinated debentures) that rank equally with or junior in
       interest to the junior subordinated debentures; or

     - make any guarantee payments on any guarantee of debt securities of any of
       our subsidiaries (including under other guarantees of junior subordinated
       debentures) if the guarantee ranks equally with or junior in interest to
       the junior subordinated debentures.

     However, at any time, including during an Extension Period, we will be
permitted to:

     - pay dividends or distributions in shares of our common stock;

     - make payments under the guarantee of the series of the preferred
       securities and the common securities;

                                       S-21
<PAGE>

     - declare or pay a dividend in connection with the implementation of a
       shareholders' rights plan, or issue stock under such a plan or repurchase
       such rights; and

     - purchase common stock related to the issuance of common stock or rights
       under any of our benefit plans for our directors, officers or employees.

     Notice.  We will give ASBC Capital I, the administrative trustees and the
property trustee notice if we decide to defer interest payments on the junior
subordinated debentures. We will give that notice five business days before the
earlier of:

     - the next date distributions on the preferred securities are payable; or

     - the date ASBC Capital I is required to give notice to the New York Stock
       Exchange (or any applicable self-regulatory organization) or to holders
       of the preferred securities on the record date or the date any
       distribution is payable, but in any event at least five business days
       before the record date.

     The administrative trustees will give notice to the holders of preferred
securities if we decide to defer interest payments on the junior subordinated
debentures.

AGREEMENT BY PURCHASERS OF CERTAIN TAX TREATMENT

     Each junior subordinated debenture will provide that, by acceptance of the
junior subordinated debentures, or a beneficial interest therein, the holder of
the junior subordinated debenture intends that such junior subordinated
debenture constitutes debt and agrees to treat it as debt for United States
federal, state and local tax purposes.

MISCELLANEOUS

     Under the indenture, we have agreed to be liable for the full payment of
any costs, expenses or liabilities of ASBC Capital I, other than obligations of
ASBC Capital I to you under the terms of the preferred securities or other
similar interests.

                  RELATIONSHIP AMONG THE PREFERRED SECURITIES,
             THE JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEES

FULL AND UNCONDITIONAL GUARANTEE

     Payments of distributions and other amounts due on the preferred securities
are irrevocably guaranteed by us, to the extent ASBC Capital I has funds
available for the payment of such distributions, as described under "Description
of the Guarantee" in the accompanying prospectus.

     If we do not make payments under the junior subordinated debentures, ASBC
Capital I will not have sufficient funds to pay distributions or other amounts
due on the preferred securities. The guarantee does not cover payment of
distributions when ASBC Capital I does not have sufficient funds to pay such
distributions. In that event, a holder of preferred securities may institute a
legal proceeding directly against us to enforce payment of the junior
subordinated debentures to such holder in accordance with their terms, including
our right to defer interest payments.

     Taken together, our obligations under the amended and restated trust
agreement, the junior subordinated debentures, the indenture and the guarantee
provide a full and unconditional guarantee of payments of distributions and
other amounts due on the preferred securities.

                                       S-22
<PAGE>

SUFFICIENCY OF PAYMENTS

     As long as payments of interest, principal and other payments are made when
due on the junior subordinated debentures, those payments will be sufficient to
cover distributions and other payments due on the preferred securities because
of the following factors:

     - the total principal amount of the junior subordinated debentures will be
       equal to the sum of the total stated liquidation amount of the preferred
       securities and the common securities;

     - the interest rate and payment dates on the junior subordinated debentures
       will match the distribution rate and payment dates for the preferred
       securities;

     - as borrower, we will pay, and ASBC Capital I will not be obligated to
       pay, all costs, expenses and liabilities of ASBC Capital I except ASBC
       Capital I's obligations under the preferred securities and common
       securities; and

     - the amended and restated trust agreement further provides that ASBC
       Capital I will engage only in activity that is consistent with the
       limited purposes of ASBC Capital I.

     We have the right to set-off any payment we are otherwise required to make
under the indenture with and to the extent we make a related payment under the
guarantee.

ENFORCEMENT RIGHTS OF HOLDERS OF PREFERRED SECURITIES

     If a Trust Enforcement Event occurs, the holders of preferred securities
would rely on the enforcement by the property trustee of its rights as
registered holder of the junior subordinated debentures against us. In addition,
the holders of a majority in liquidation amount of the preferred securities will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the property trustee or to direct the exercise of
any trust or power conferred upon the property trustee under the amended and
restated trust agreement, including the right to direct the property trustee to
exercise the remedies available to it as the holder of the junior subordinated
debentures.

     If the property trustee fails to enforce its rights under the junior
subordinated debentures in respect of an event of default under the indenture
after a holder of preferred securities has made a written request, such holder
may, to the extent permitted by applicable law, institute a legal proceeding
against us to enforce the property trustee's rights under the junior
subordinated debentures. In addition, if we fail to pay interest or principal on
the junior subordinated debentures, a holder of preferred securities may
institute a proceeding directly against us for enforcement of payment to that
holder of the principal of or interest on junior subordinated debentures having
a principal amount equal to the total liquidation amount of that holder's
preferred securities (which we refer to as a "direct action"). In connection
with such a direct action, we will have the right to set off any payment made to
such holder by us. The holders of preferred securities will not be able to
exercise directly any other remedy available to the holders of the junior
subordinated debentures.

LIMITED PURPOSE OF TRUST

     The preferred securities evidence undivided beneficial ownership interests
in the assets of ASBC Capital I, and ASBC Capital I exists for the sole purpose
of issuing the common securities and preferred securities to us in exchange for
the junior subordinated debentures. A principal difference between the rights of
a holder of preferred securities and a holder of junior subordinated debentures
is that a holder of junior subordinated debentures is entitled to receive from
us the principal of and interest accrued on junior subordinated debentures held,
while a holder of preferred securities is entitled to receive distributions to
the extent ASBC Capital I has funds available for the payment of such
distributions.

RIGHTS UPON TERMINATION

     Upon any dissolution, winding-up or liquidation of ASBC Capital I involving
the liquidation of the junior subordinated debentures, the holders of the
preferred securities will be entitled to receive, out of
                                       S-23
<PAGE>

assets held by ASBC Capital I, subject to the rights of any creditors of ASBC
Capital I, the liquidation distribution in cash. Upon our voluntary or
involuntary liquidation or bankruptcy, the property trustee, as holder of the
junior subordinated debentures, would be our subordinated creditor, subordinated
in right of payment to all senior debt as described in the indenture, but
entitled to receive payment in full of principal and interest before any of our
stockholders receive payments or distributions. Because we are the guarantor
under the guarantee and, under the indenture, we have agreed to pay for all
costs, expenses and liabilities of ASBC Capital I (other than ASBC Capital I's
obligations to the holders of the preferred securities), the positions of a
holder of preferred securities and a holder of the junior subordinated
debentures relative to other creditors and to our stockholders in the event of
our liquidation or bankruptcy would be substantially the same.

                 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

     The following summary describes the material United States federal income
tax consequences of the purchase, ownership and disposition of the preferred
securities as of the date of this prospectus supplement. Where noted, it
constitutes the opinion of Reinhart Boerner Van Deuren s.c., counsel to
Associated Banc-Corp and ASBC Capital I.

     Except where we state otherwise, this summary deals only with preferred
securities held as capital assets by a holder who:

     - is a United States person (as defined below), and

     - purchases the preferred securities upon original issuance at their
       original issue price.

     A "United States person" is a holder who is one of the following:

     - a citizen or resident of the United States;

     - a corporation, partnership or other entity created or organized in or
       under the laws of the United States, any of the 50 United States or the
       District of Columbia;

     - an estate the income of which is subject to United States federal income
       taxation regardless of its source; or

     - a trust

      -- that is subject to the primary supervision of a court within the United
         States and the control of one or more United States persons, or

      -- that has a valid election in effect under applicable United States
         Treasury regulations to be treated as a United States person.

     Your tax treatment may vary depending on your particular situation. This
summary does not address all the tax consequences that may be relevant to
holders that are subject to special tax treatment, such as:

     - dealers in securities or currencies;

     - financial institutions;

     - tax-exempt investors;

     - traders in securities that elect to use a mark-to-market method of
       accounting for their securities holdings;

     - persons liable for alternative minimum tax;

     - insurance companies;

     - persons holding preferred securities as part of a hedging, conversion,
       integrated or constructive sale transaction;

                                       S-24
<PAGE>

     - persons holding preferred securities as part of a straddle; or

     - persons whose functional currency is not the United States dollar.

     In addition, this summary does not include any description of the tax laws
of any state, local or foreign government.

     Furthermore, if a partnership holds preferred securities, the tax treatment
of a partner will generally depend upon the status of the partner and the
activities of the partnership. If you are a partner of a partnership holding
preferred securities, you should consult your own tax advisor.

     This summary is based on the Internal Revenue Code of 1986, as amended
(which we refer to as the "Code"), the Treasury regulations promulgated under
the Code and administrative and judicial interpretations thereof. These income
tax laws, regulations and interpretations, however, may change at any time. Any
change could be retroactive to the issuance date of the preferred securities.

     The authorities on which this summary is based are subject to various
interpretations, and the opinions of Reinhart Boerner Van Deuren s.c. are not
binding on the Internal Revenue Service (which we refer to as the "IRS") or the
courts. Either the IRS or the courts could disagree with the explanations or
conclusions contained in this summary.

     You should consult your own tax advisor regarding the tax consequences to
you of the purchase, ownership and disposition of the preferred securities,
including the tax consequences under state, local, foreign and other tax laws.
For a discussion of the possible redemption of the preferred securities upon the
occurrence of a Tax Event, see "Certain Terms of the Preferred
Securities -- Redemption -- Redemption Upon a Special Event" in this prospectus
supplement.

CLASSIFICATION OF ASBC CAPITAL I

     In connection with the issuance of the preferred securities, Reinhart
Boerner Van Deuren s.c. is of the opinion that under current law and assuming
full compliance with the terms of the amended and restated trust agreement, and
based upon certain facts and assumptions contained in such opinion and in an
officer's certificate, ASBC Capital I will be classified as a grantor trust for
United States federal income tax purposes and not as an association taxable as a
corporation. As a result, for United States federal income tax purposes, you
generally will be treated as owning an undivided beneficial ownership interest
in the junior subordinated debentures. Thus, you will be required to include in
your gross income your proportionate share of the interest income or original
issue discount that is paid or accrued on the junior subordinated debentures.
See below under the caption -- "Interest Income and Original Issue Discount" in
this section.

CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBENTURES

     Associated Banc-Corp, ASBC Capital I and you (by your acceptance of a
beneficial ownership interest in a preferred security) agree to treat the junior
subordinated debentures as indebtedness for all United States tax purposes. In
connection with the issuance of the junior subordinated debentures, Reinhart
Boerner Van Deuren s.c. is of the opinion that under current law, and based on
certain representations, facts and assumptions set forth in its opinion and in
an officer's certificate, the junior subordinated debentures will be classified
as indebtedness for United States federal income tax purposes.

INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT

     We anticipate that the junior subordinated debentures will not be issued
with an issue price that is less than their stated redemption price at maturity.
In this case, subject to the discussion below, the junior subordinated
debentures will not be subject to the special original issue discount (which we
refer to as "OID") rules, at least upon initial issuance, so that you will
generally be taxed on the stated interest on the junior subordinated debentures
as ordinary income at the time it is paid or accrued in accordance with your
regular method of tax accounting.

                                       S-25
<PAGE>

     If, however, we exercise our right to defer payments of interest on the
junior subordinated debentures, the junior subordinated debentures will become
OID instruments at such time. In such case, you will be subject to the special
OID rules described below. Once the junior subordinated debentures become OID
instruments, they will be taxed as OID instruments for as long as they remain
outstanding.

     Under the OID economic accrual rules, the following occur:

     - regardless of your method of accounting, you would accrue an amount of
       interest income each year that approximates the stated interest payments
       called for under the terms of the junior subordinated debentures using
       the constant-yield-to-maturity method of accrual described in section
       1272 of the Code;

     - the actual cash payments of interest you receive on the junior
       subordinated debentures would not be reported separately as taxable
       income;

     - any amount of OID included in your gross income (whether or not during an
       Extension Period) with respect to the preferred securities would increase
       your tax basis in such preferred securities; and

     - the amount of distributions (i.e., the actual cash payments to you) in
       respect of such accrued OID would reduce your tax basis in such preferred
       securities.

     The United States Treasury regulations dealing with OID and the deferral of
interest payments have not yet been addressed in any rulings or other
interpretations by the IRS. It is possible that the IRS could assert that the
junior subordinated debentures were issued initially with OID, merely because of
our right to defer payments of interest. If the IRS were successful in this
regard, you would be subject to the special OID rules described above,
regardless of whether we exercise our option to defer payments of interest on
such junior subordinated debentures.

     Because the junior subordinated debentures are debt for tax purposes, you
will not be entitled to a dividends received deduction with respect to any
income you recognize on the preferred securities.

DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF ASBC
CAPITAL I

     As described under the caption "Certain Terms of the Preferred
Securities --  Optional Liquidation of ASBC Capital I and Distribution of Junior
Subordinated Debentures" in this prospectus supplement, the junior subordinated
debentures held by ASBC Capital I may be distributed to you in exchange for your
preferred securities if ASBC Capital I is liquidated before the maturity of the
junior subordinated debentures, as long as we first receive:

     - the approval of the Federal Reserve System to do so, if that approval is
       then required under the Federal Reserve System's capital rules; and

     - an opinion of independent counsel to the effect that the distribution of
       the junior subordinated debentures will not be taxable to you.

     Under current law, except as described below, this type of distribution
from a grantor trust would not be taxable. Upon such a distribution, you will
receive your proportionate share of the junior subordinated debentures
previously held indirectly through ASBC Capital I. Your holding period and total
tax basis in the junior subordinated debentures will equal the holding period
and total tax basis that you had in your preferred securities before the
distribution.

     If, however, ASBC Capital I is treated as an association taxable as a
corporation, a Tax Event will occur. If we elect to distribute the junior
subordinated debentures to you at this time, the distribution would be taxable
to ASBC Capital I and to you.

     If you receive junior subordinated debentures in exchange for your
preferred securities, you would accrue interest in respect of the junior
subordinated debentures received from ASBC Capital I in the

                                       S-26
<PAGE>

manner described above under the caption "-- Interest Income and Original Issue
Discount" in this section.

     In certain circumstances described above under the captions "Certain Terms
of the Preferred Securities -- Redemption -- Redemption Upon a Special Event" in
this prospectus supplement, we may redeem the junior subordinated debentures and
distribute cash in liquidation of ASBC Capital I. This distribution of cash
would be taxable as described below under "-- Sales of Preferred Securities or
Redemption of Junior Subordinated Debentures" in this section.

SALES OF PREFERRED SECURITIES OR REDEMPTION OF JUNIOR SUBORDINATED DEBENTURES

     If you sell your preferred securities or receive cash upon redemption of
the junior subordinated debentures, you will recognize gain or loss equal to the
difference between:

     - the amount realized on the sale or redemption of the preferred securities
       or junior subordinated debentures (less an amount equal to any accrued
       but unpaid qualified stated interest that you did not previously include
       in income, which will be taxable as interest income); and

     - your adjusted tax basis in your preferred securities or junior
       subordinated debentures sold or redeemed.

     Your gain or loss will be a capital gain or loss, provided that you held
the preferred securities or junior subordinated debentures as a capital asset.
The gain or loss will generally be a long-term capital gain or loss if you have
held your preferred securities or junior subordinated debentures for more than
one year. Long-term capital gains of individuals derived with respect to capital
assets held for more than one year are currently subject to tax at a maximum
rate of 20%, subject to several exceptions that should not apply to you. The
deductibility of capital losses is subject to limitations.

NON-UNITED STATES HOLDERS

     The following discussion only applies to you if you are not a United States
person. As discussed above, the preferred securities will be treated by the
parties as evidence of undivided beneficial ownership interests in the junior
subordinated debentures. See above under the caption "-- Classification of ASBC
Capital I" in this section.

     U.S. Federal Withholding Tax.  The 30% U.S. federal withholding tax will
not apply to any payment of principal or interest (including OID) on the
preferred securities (or the junior subordinated debentures) provided that:

     - you do not actually (or constructively) own 10% or more of the total
       combined voting power of all classes of our voting stock within the
       meaning of the Code and the United States Treasury regulations;

     - you are not a controlled foreign corporation that is related to us
       through stock ownership;

     - you are not a bank whose receipt of interest on the preferred securities
       (or the junior subordinated debentures) is described in section
       881(c)(3)(A) of the Code; and

     - you provide your name and address on an IRS Form W-8BEN (or other
       applicable form), and certify, under penalties of perjury, that you are
       not a United States person, or (b) you hold your preferred securities (or
       junior subordinated debentures) through certain foreign intermediaries
       and you satisfy the certification requirements of applicable United
       States Treasury regulations. Special certification rules apply to
       non-United States persons that are pass-through entities.

     If you cannot satisfy the requirements described above, payments of
premium, if any, and interest (including OID) made to you will be subject to the
30% U.S. federal withholding tax, unless you provide us with a properly executed
(1) IRS Form W-8BEN (or other applicable form) claiming an exemption from, or
reduction in the rate of, withholding under the benefit of an applicable tax
treaty or (2) IRS Form W-8ECI (or successor form) stating that interest paid on
the preferred securities (or the junior
                                       S-27
<PAGE>

subordinated debentures) is not subject to withholding tax because it is
effectively connected with your conduct of a trade or business in the United
States as discussed below under the caption "U.S. Federal Income Tax" in this
section.

     The 30% U.S. federal withholding tax will not apply to any gain that you
realize on the sale, exchange, retirement or other disposition of the preferred
securities or junior subordinated debentures.

     U.S. Federal Income Tax.  If you are engaged in a trade or business in the
United States and interest on the preferred securities (or the junior
subordinated debentures) is effectively connected with the conduct of that trade
or business, you will be subject to U.S. federal income tax on that interest on
a net income basis (although exempt from the 30% withholding tax), in the same
manner as if you were a United States person as defined under the Code. In
addition, if you are a foreign corporation, you may be subject to a branch
profits tax equal to 30% (or lower applicable treaty rate) of your earnings and
profits for the taxable year, subject to adjustments, that are effectively
connected with the conduct by you of a trade or business in the United States.

     Any gain realized on the disposition of a preferred security (or a junior
subordinated debenture) generally will not be subject to U.S. federal income tax
unless (1) that gain is effectively connected with the conduct of a trade or
business by you in the United States, or (2) you are an individual who is
present in the United States for 183 days or more in the taxable year of that
disposition, and certain other conditions are met.

     U.S. Federal Estate Tax.  Your estate will not be subject to U.S. federal
estate tax on the preferred securities (or the junior subordinated debentures)
beneficially owned by you at the time of your death, provided that (1) you do
not own 10% or more of the total combined voting power of all classes of our
voting stock (within the meaning of the Code and the United States Treasury
regulations) and (2) interest on those preferred securities (or junior
subordinated debentures) would not have been, if received at the time of your
death, effectively connected with the conduct by you of a trade or business in
the United States.

INFORMATION REPORTING AND BACKUP WITHHOLDING

     United States Holders.  In general, information reporting requirements will
apply to payments of income on the preferred securities (or the junior
subordinated debentures) and to the proceeds of the sale of the preferred
securities (or the junior subordinated debentures) made to you (unless you are
an exempt recipient such as a corporation). A backup withholding tax will apply
to such payments if you fail to provide a taxpayer identification number, a
certification of exempt status, or fail to report in full interest income.

     Non-United States Holders.  In general, no information reporting or backup
withholding will be required regarding payments of income on the preferred
securities (or the junior subordinated debentures) that we make to you provided
that we do not have actual knowledge that you are a United States person and we
have received from you the certification described above in the fourth bullet
point under the caption "Non-United States Holders -- U.S. Federal Withholding
Tax" in this section.

     In addition, no information reporting or backup withholding will be
required regarding the proceeds of the sale of preferred securities (or junior
subordinated debentures) made within the United States or conducted through
certain United States financial intermediaries if (1) the payor receives the
certification described above and does not have actual knowledge that you are a
United States person or (2) you otherwise establish an exemption.

     Any amounts withheld under the backup withholding rules will be allowed as
a refund or a credit against your U.S. federal income tax liability provided the
required information is furnished to the IRS.

                                       S-28
<PAGE>

                              ERISA CONSIDERATIONS

     Each fiduciary of an employee benefit plan subject to Title I of ERISA, a
plan described in Section 4975 of the Code, including an individual retirement
arrangement or a "Keogh" plan, a plan subject to provisions under applicable
federal, state, local, non-U.S. or other laws or regulations that are similar to
the provisions of Title I of ERISA or Section 4975 of the Code, or which
otherwise restricts investments of such plans ("Similar Laws"), and any entity
whose underlying assets include "plan assets" by reason of any such employee
benefit plan's or plan's investment in such entity (each of which we refer to as
a "Plan") should consider the fiduciary responsibility and prohibited
transaction provisions of ERISA, applicable Similar Laws and Section 4975 of the
Code in the context of the Plan's particular circumstances before authorizing an
investment in the preferred securities. Accordingly, such a fiduciary should
consider, among other factors, that each Plan investing in the preferred
securities will be deemed to have represented that the Plan's purchase of the
preferred securities is covered by one or more prohibited transaction
exemptions. Plan fiduciaries should also consider whether the Plan's investment
in the preferred securities would satisfy the prudence and diversification
requirements of ERISA and would be consistent with the documents and instruments
governing their Plan.

     Section 406 of ERISA and Section 4975 of the Code prohibit Plans from
engaging in certain transactions involving "plan assets" with persons who are
"parties in interest" under ERISA or "disqualified persons" under the Code
("Parties in Interest") regarding such a Plan. A violation of these "prohibited
transaction" rules may result in an excise tax, penalty or other liabilities
under ERISA and/or Section 4975 of the Code for such persons or, in the case of
an individual retirement account, the occurrence of a prohibited transaction
involving the individual who established the individual retirement account, or
his or her beneficiaries, would cause the individual retirement account to lose
its tax-exempt status, unless exemptive relief is available under an applicable
statutory or administrative exemption. Employee benefit plans that are
governmental plans (as defined in Section 3(32) of ERISA), certain church plans
(as defined in Section 3(33) of ERISA or Section 4975(g)(3) of the Code) and
foreign plans (as described in Section 4(b)(4) of ERISA) are not subject to the
requirements of ERISA or Section 4975 of the Code, but may be subject to other
investment restrictions.

     ERISA and the Code do not define "plan assets". However, regulations (the
"Plan Assets Regulations") promulgated under ERISA by the Department of Labor
("DOL") generally provide that when a Plan subject to Title I of ERISA or
Section 4975 of the Code acquires an equity interest in an entity that is
neither a "publicly-offered security" nor a security issued by an investment
company registered under the Investment Company Act, the Plan's assets include
both the equity interest and an undivided interest in each of the underlying
assets of the entity unless it is established either that equity participation
in the entity by "benefit plan investors" is not "significant" or that the
entity is an "operating company," in each case as defined in the Plan Assets
Regulations. ASBC Capital I is not expected to qualify as an operating company
and will not be an investment company registered under the Investment Company
Act. For purposes of the Plan Assets Regulations, equity participation in an
entity by benefit plan investors will not be significant if they hold, in the
aggregate less than 25% of the value of any class of such entity's equity,
excluding equity interests held by persons (other than a benefit plan investor)
with discretionary authority or control over the assets of the entity or who
provide investment advice for a fee (direct or indirect) with respect to such
assets, and any affiliates thereof. For purposes of this 25% test (the "Benefit
Plan Investor Test"), "benefit plan investors" include all employee benefit
plans, whether or not subject to ERISA or the Code, including governmental
plans, "Keogh" plans, individual retirement accounts and pension plans
maintained by foreign corporations, as well as any entity whose underling assets
are deemed to include plan assets under the Plan Assets Regulations (e.g., an
entity of which 25% or more of the value of any class of equity interests is
held by employee benefit plans or other benefit plan investors and which does
not satisfy another exception under the Plan Assets Regulations). No assurance
can be given that the value of the preferred securities held by "benefit plan
investors" will be less than 25% of the total value of such preferred securities
at the completion of the initial offering of the preferred securities or
thereafter, and no monitoring or other measures will be taken regarding the
satisfaction of the

                                       S-29
<PAGE>

conditions to this exception. All of the common securities will be purchased and
held by Associated Banc-Corp.

     For purposes of the Plan Assets Regulations, a "publicly-offered security"
is a security that is (a) "freely transferable," (b) part of a class of
securities that is "widely held," and (c)(i) sold to the Plan as part of an
offering of securities to the public pursuant to an effective registration
statement under the Securities Act of 1933 within 120 days after the end of the
fiscal year of the issuer during which the offering of such securities to the
public occurred or (ii) is part of a class of securities that is registered
under Section 12 of the Securities Exchange Act of 1934 (the "Registration
Requirement"). It is anticipated that the preferred securities will be offered
in a manner which satisfies the Registration Requirement. The Plan Assets
Regulations provide that a security is "widely held" only if it is part of a
class of securities that is owned by 100 or more investors independent of the
issuer and of one another. A security will not fail to be "widely held" because
the number of independent investors falls below 100 subsequent to the initial
offering as a result of events beyond the control of the issuer. It is
anticipated that the preferred securities will be "widely held" within the
meaning of the Plan Assets Regulations, although no assurance can be given in
this regard. The Plan Assets Regulations provide that whether a security is
"freely transferable" is a factual question to be determined on the basis of all
relevant facts and circumstances. The Plan Assets Regulations further provide
that when a security is part of an offering in which the minimum investment is
U.S. $10,000 or less, certain restrictions described in the Plan Assets
Regulations ordinarily will not, alone or in combination, affect the finding
that such securities are "freely transferable". It is anticipated that the
preferred securities will be "freely transferable" within the meaning of the
Plan Assets Regulations, although no assurance can be given in this regard.

     As indicated above, there can be no assurance that any of the exceptions
set forth in the Plan Assets Regulations will apply to the preferred securities,
and, as a result, under the terms of the Plan Assets Regulations, an investing
Plan's assets could be considered to include an undivided interest in the assets
held by ASBC Capital I (including the junior subordinated debentures).

     If the assets of ASBC Capital I were to be deemed to be "plan assets" under
ERISA, this would result, among other things, in (i) the application of the
prudence and other fiduciary responsibility standards of ERISA to investments
made by ASBC Capital I and (ii) the possibility that certain transactions in
which ASBC Capital I might seek to engage could constitute "prohibited
transactions" under ERISA and the Code. If a prohibited transaction occurs for
which no exemption is available, any fiduciary that has engaged in the
prohibited transaction could be required (i) to restore to the Plan any profit
realized on the transaction and (ii) to reimburse the Plan for any losses
suffered by the Plan as a result of the investment. In addition, each
disqualified person (within the meaning of Section 4975 of the Code) involved
could be subject to an excise tax equal to 15% of the amount involved in the
prohibited transaction for each year the transaction continues and, unless the
transaction is corrected within statutorily required periods, to an additional
tax of 100%. Plan fiduciaries who decide to invest in ASBC Capital I could,
under certain circumstances, be liable for prohibited transactions or other
violations as a result of their investment in ASBC Capital I or as
co-fiduciaries for actions taken by or on behalf of ASBC Capital I. With respect
to an individual retirement account ("IRA") that invests in ASBC Capital I, the
occurrence of a prohibited transaction involving the individual who established
the IRA, or his or her beneficiaries, would cause the IRA to lose its tax-exempt
status.

     Regardless of whether the assets of ASBC Capital I are deemed to be "plan
assets" of Plans investing in ASBC Capital I, as discussed above, the
acquisition and holding of the preferred securities with "plan assets" of a Plan
could itself result in a prohibited transaction. The DOL has issued five
prohibited transaction class exemptions ("PTCEs") that may provide exemptive
relief for direct or indirect prohibited transactions resulting from the
purchase and/or holding of the preferred securities by a Plan. These class
exemptions are:

     - PTCE 96-23 (for certain transactions determined by "in-house asset
       managers");

     - PTCE 95-60 (for certain transactions involving insurance company general
       accounts);

                                       S-30
<PAGE>

     - PTCE 91-38 (for certain transactions involving bank collective investment
       funds);

     - PTCE 90-1 (for certain transactions involving insurance company pooled
       separate accounts); and

     - PTCE 84-14 (for certain transactions determined by independent "qualified
       professional asset managers").

     Such class exemptions will not, however, apply to all of the transactions
that could be deemed prohibited transactions in connection with a Plan's
investment in the preferred securities.

     Any purchaser of the preferred securities that is an insurance company
using assets of its general account should note that, based on the reasoning of
the United States Supreme Court set forth in John Hancock Mutual Life Insurance
Company v. Harris Trust & Savings Bank, 114 S. Ct. 517 (1993), and amendments to
ERISA Section 401(c), an insurance company's general account may be deemed to
include assets of Plans investing in such general account (e.g., through the
purchase of an annuity contract).

     Any insurance company considering the use of its general account assets to
purchase preferred securities should consult with its counsel concerning matters
affecting its purchase decision.

     Because of ERISA's prohibitions and those of Section 4975 of the Code,
discussed above and the potential application of Similar Laws to Plans not
subject to Title I of ERISA or Section 4975 of the Code (a "Non-ERISA Plan"),
the preferred securities, or any interest therein, should not be purchased or
held by any Plan or any person investing "plan assets" of any Plan, unless such
purchase and holding is not a prohibited transaction under ERISA or the Code or
its equivalent under Similar Laws or is covered by the exemptive relief
available under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 (or some other
applicable class or individual exemption) (or, in the case of a Non-ERISA Plan,
another exemption applicable to the transaction). Accordingly, each purchaser or
holder of the preferred securities or any interest therein will be deemed to
have represented by its purchase and holding thereof that either:

     - it is not a Plan and no part of the assets to be used by it to purchase
       and/or hold such preferred securities or any interest therein constitutes
       "plan assets" of any Plan; or

     - it is itself a Plan, or is purchasing or holding the preferred securities
       or an interest therein on behalf of or with "plan assets" of one or more
       Plans, and each such purchase and holding of such securities either (i)
       will not result in a prohibited transaction under ERISA or the Code or
       its equivalent under applicable Similar Laws; or (ii) satisfies the
       requirements of, and is entitled to full exemptive relief under, PTCE
       96-23, 95-60, 91-38, 90-1 or 84-14 (or some other applicable class or
       individual exemption) (or, in the case of a Non-ERISA Plan, a similar
       exemption applicable to the transaction).

     Although, as noted above, governmental plans and certain other plans are
not subject to ERISA, including the prohibited transaction provisions thereof,
or of Section 4975 of the Code, Similar Laws governing the investment and
management of the assets of such plans may contain fiduciary and prohibited
transaction provisions similar to those under ERISA and Section 4975 of the Code
discussed above. Similarly, fiduciaries of other plans not subject to ERISA may
be subject to different legal restrictions under other laws. Accordingly,
fiduciaries of governmental plans or other plans not subject to ERISA, in
consultation with their advisors, should consider the impact of their respective
laws, including Similar Laws, on their investment in preferred securities, and
the considerations discussed above, to the extent applicable.

     The foregoing discussion is general in nature and is not intended to be
inclusive. Consequently, and due to the complexity of the fiduciary
responsibility and prohibited transaction rules described above and the
penalties that may be imposed upon persons involved in non-exempt prohibited
transactions, it is particularly important that fiduciaries or other persons
considering purchasing the preferred securities on behalf of or with "plan
assets" of any Plan consult with their counsel, prior to any such purchase,
regarding the potential applicability of ERISA, Section 4975 of the Code and any
Similar Laws to such investment and whether any exemption would be applicable
and determine on their own whether all conditions of such exemption or
exemptions have been satisfied such that the acquisition and holding of
preferred securities by the purchaser Plan are entitled to full exemption relief
thereunder.
                                       S-31
<PAGE>

                                  UNDERWRITING

                                   are acting as joint bookrunning managers, and
together with                               , are acting as representatives of
the underwriters named below. Subject to the terms and conditions stated in the
underwriting agreement dated the date of this prospectus supplement, each
underwriter has agreed to purchase, and we have agreed to sell to that
underwriter, the respective number of preferred securities set forth opposite
the underwriter's name below:

<Table>
<Caption>
                                                                   NUMBER OF
UNDERWRITERS                                                  PREFERRED SECURITIES
- ------------                                                  --------------------
<S>                                                           <C>

                                                                    --------
                                                                    ========
</Table>

     The underwriting agreement provides that the obligations of the
underwriters to purchase the preferred securities included in this offering are
subject to approval of legal matters by counsel and to other conditions. The
underwriters are obligated to purchase all preferred securities if they purchase
any of the preferred securities.

     The underwriters propose to offer some of the preferred securities directly
to the public at the public offering price set forth on the cover page of this
prospectus supplement and some of the preferred securities to dealers at the
public offering price less a concession not to exceed $     per preferred
security. The underwriters may allow, and dealers may reallow a concession not
to exceed $     per preferred security on sales to other dealers. After the
initial offering of the preferred securities to the public, the representatives
may change the public offering price and concessions.

     The following table shows the underwriting discounts and commissions that
we are to pay to the underwriters in connection with this offering.

<Table>
<Caption>
                                                                 PER
                                                              PREFERRED
                                                              SECURITY     TOTAL
                                                              ---------   --------
<S>                                                           <C>         <C>
Public offering price.......................................   $25.00     $
Underwriting commission to be paid by Associated
  Banc-Corp.................................................
Proceeds to the trust.......................................    25.00
</Table>

     We have granted options to the underwriters to purchase up to additional
preferred securities at the public offering price less the underwriting
commission. The underwriters may exercise these options for 30 days from the
date of this prospectus supplement solely to cover any over-allotments. If the
underwriters exercise these options, each will be obligated, subject to
conditions contained in the underwriting agreement, to purchase a number of
additional preferred securities proportionate to that underwriter's initial
amount reflected in the above table.

     ASBC Capital I and we have agreed that, during a period of 30 days from the
date of this prospectus supplement, we will not offer, sell, contract to sell or
otherwise dispose of any preferred securities, any other beneficial interests in
ASBC Capital I, or any preferred securities or any other securities of ASBC
Capital I or Associated Banc-Corp that are substantially similar to the
preferred securities, including any guarantee of such securities, or any
securities convertible into or exchangeable for or representing the right to
receive preferred securities or any such substantially similar securities of
either ASBC Capital I or Associated Banc-Corp, without the prior written consent
of the underwriters, except for the preferred securities offered in connection
with this offering.

     Prior to this offering, there has been no public market for the preferred
securities. The trust has applied to list the preferred securities on the New
York Stock Exchange under the symbol "          ."

                                       S-32
<PAGE>

Trading of the preferred securities on the New York Stock Exchange is expected
to commence within a 30-day period after the initial delivery of the preferred
securities. In order to meet one of the requirements for listing the preferred
securities on the New York Stock Exchange, the underwriters have undertaken to
sell the preferred securities to a minimum of 400 beneficial owners. The
representatives have advised us that they intend to make a market in the
preferred securities prior to the commencement of trading on the New York Stock
Exchange, but are not obligated to do so, and may discontinue market making at
any time without notice. We cannot give any assurance as to the liquidity of the
trading market for the preferred securities.

     In connection with the offering,           , on behalf of the underwriters,
may purchase and sell the preferred securities in the open market. These
transactions may include over-allotment, syndicate covering transactions and
stabilizing transactions. Over-allotment involves syndicate sales of the
preferred securities in excess of the principal amount of the preferred
securities to be purchased by the underwriters in the offering, which creates a
syndicate short position. Syndicate covering transactions involve purchase of
the preferred securities in the open market after the distribution has been
completed in order to cover syndicate short positions. Stabilizing transactions
consist of certain bids or purchases of the preferred securities made for the
purpose of preventing or retarding a decline in the market price of the
preferred securities while the offering is in progress.

     The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when
          , in covering syndicate short positions or making stabilizing
purchases, repurchases the preferred securities originally sold by that
syndicate member.

     Any of these activities may have the effect of preventing or retarding a
decline in the market price of the preferred securities. They may also cause the
price of the preferred securities to be higher than the price that otherwise
would exist in the open market in the absence of these transactions. The
underwriters may conduct these transactions in the over-the-counter market or
otherwise. If the underwriters commence any of these transactions, they may
discontinue them at any time.

     We estimate that our share of the total expenses of this offering,
excluding underwriting discounts and commissions, will be approximately
$310,000.

     Certain of the underwriters and certain of their respective affiliates have
performed banking, investment banking, custodial and advisory services for us
and our affiliates, from time to time, for which they have received customary
fees and expenses. The underwriters may, from time to time, engage in
transactions with and perform services for us in the ordinary course of their
business.

     ASBC Capital I expects to deliver the preferred securities against payment
on or about the date specified in the last paragraph of the cover page of this
prospectus supplement, which is the fourth business day following the date of
this prospectus supplement. Under Rule 15c6-1 of the SEC under the Exchange Act,
trades in the secondary market generally are required to settle in three
business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, if any purchaser wishes to trade the preferred securities on the
date of this prospectus supplement, it will be required, by virtue of the fact
that the preferred securities initially will settle on the fourth business day
following the date of this prospectus supplement, to specify an alternate
settlement cycle at the time of any such trade to prevent a failed settlement.

     The underwriters do not intend to make sales of the preferred securities to
accounts over which they exercise discretionary authority without obtaining the
prior written approval of the account holder.

     ASBC Capital I and we have agreed to indemnify the underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended, or contribute to payments that the underwriters may be required to make
because of any of those liabilities.

                                       S-33
<PAGE>

                                 LEGAL MATTERS

     Certain matters of Delaware law relating to ASBC Capital I will be passed
upon for ASBC Capital I and Associated Banc-Corp by Richards, Layton & Finger,
P.A., Wilmington, Delaware. The due authorization, execution and delivery of the
junior subordinated debentures and the validity of the junior subordinated
debentures and the guarantees will be passed upon for Associated Banc-Corp and
ASBC Capital I by Reinhart Boerner Van Deuren s.c., Milwaukee, Wisconsin. The
validity of the junior subordinated debentures and the guarantees will be passed
upon for the underwriters by Simpson Thacher & Bartlett, New York, New York.
Certain United States federal income taxation matters also will be passed upon
for Associated Banc-Corp and ASBC Capital I by Reinhart Boerner Van Deuren s.c.,
Milwaukee, Wisconsin.

                                    EXPERTS

     Our financial statements as of December 31, 2001 and 2000 and for each of
the three years in the period ended December 31, 2001 incorporated in this
prospectus by reference have been audited by KPMG LLP, independent accountants,
as stated in their report. Such financial statements are incorporated in
reliance upon the report of such firm given as experts in accounting and
auditing.

                                       S-34
<PAGE>

Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.


                    SUBJECT TO COMPLETION DATED MAY 17, 2002


PROSPECTUS

                          [ASSOCIATED BANC-CORP LOGO]

                                  $300,000,000

                              ASSOCIATED BANC-CORP

            JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBT SECURITIES

                                 ASBC CAPITAL I
                                ASBC CAPITAL II
                                ASBC CAPITAL III

                               CAPITAL SECURITIES

   Fully and unconditionally Guaranteed, as described in this prospectus, by

                              ASSOCIATED BANC-CORP
                             ---------------------

     WE WILL PROVIDE SPECIFIC TERMS OF THE ABOVE SECURITIES IN SUPPLEMENTS TO
THIS PROSPECTUS. YOU SHOULD READ THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT
CAREFULLY BEFORE YOU INVEST.

                             ---------------------

     THESE SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER FEDERAL
AGENCY.

                             ---------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

     THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY
THE APPLICABLE PROSPECTUS SUPPLEMENT.


                   This prospectus is dated           , 2002

<PAGE>

YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH ANY OTHER INFORMATION. NEITHER WE NOR THE UNDERWRITERS ARE
MAKING AN OFFER OF SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU
SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS, THE PROSPECTUS
SUPPLEMENT, OR ANY DOCUMENT INCORPORATED BY REFERENCE IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT OF THE APPLICABLE DOCUMENT.

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
About this Prospectus.......................................    1
Where You Can Find More Information.........................    2
Forward-Looking Statements..................................    3
About Associated Banc-Corp..................................    4
About the Trusts............................................    5
Use of Proceeds.............................................    6
Consolidated Ratio of Earnings to Fixed Charges.............    7
Description of Junior Subordinated Debt Securities..........    8
Description of Capital Securities...........................   19
Description of the Guarantees...............................   28
Relationship among the Capital Securities, the Corresponding
  Junior Debt Securities and the Guarantees.................   30
Book-Entry Issuance.........................................   32
Plan of Distribution........................................   34
Experts.....................................................   34
Legal Matters...............................................   35
Glossary....................................................   35
</Table>
<PAGE>

                             ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we, along with the
trusts, ASBC Capital I, ASBC Capital II and ASBC Capital III, filed with the
Securities and Exchange Commission using a shelf registration process. Under
this shelf process, we may sell to the trusts our junior subordinated debt
securities and the trusts may sell:

     - capital securities (representing undivided beneficial interests in the
       trusts), in one or more offerings to the public up to a total dollar
       amount of $300,000,000; and

     - common securities to us in any such offerings.

     The trusts will use the proceeds from any sales of its securities to buy a
series of our junior subordinated debt securities with terms that correspond to
the capital securities.

     We:

     - will pay principal and interest on our junior subordinated debt
       securities, subject to the payment of our more senior obligations;

     - may choose to distribute our junior subordinated debt securities pro-rata
       to the holders of the related capital securities and common securities if
       we terminate a trust; and

     - will fully and unconditionally guarantee the capital securities based on:

      -- our obligations to make payments on our junior subordinated debt
         securities;

      -- our obligations under our guarantees, although our payment obligations
         are subject to payment of our more senior obligations; and

      -- our obligations under the trust agreements.

     This prospectus provides you with a general description of the capital
securities, the junior subordinated debt securities and the guarantees. Each
time the trusts sell capital securities, we will provide an applicable
prospectus supplement that will contain specific information about the terms of
that offering. That prospectus supplement may include a discussion of any risk
factors or other special considerations that apply to those securities. The
applicable prospectus supplement may also add, update or change information in
this prospectus. If there is any inconsistency between the information in this
prospectus and any prospectus supplement, you should rely on the information in
the prospectus supplement. You should read this prospectus and the applicable
prospectus supplement together with the additional information described under
the heading "Where You Can Find More Information."

     The registration statement that contains this prospectus (including the
exhibits to the registration statement) has additional information about us and
about the trusts and the securities offered under this prospectus. That
registration statement can be read at the SEC web site or at the SEC office
mentioned under the heading "Where You Can Find More Information."

     The words "Associated," "Company," "we," "our," "ours," and "us" refer to
Associated Banc-Corp and its subsidiaries, unless otherwise stated. We have also
defined terms in the glossary section, at the back of this prospectus.

                                        1
<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements, and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room in Washington, D.C. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC
filings are also available to the public at the SEC's web site at
http://www.sec.gov.

     The SEC allows us to incorporate by reference into this prospectus the
information in documents we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus, and later information that we file with the SEC will update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the SEC under Section 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 until our offering is
completed:

     - Annual Report on Form 10-K for the year ended December 31, 2001.

     - Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.

     You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                            Associated Banc-Corp
                            1200 Hansen Road
                            Green Bay, WI 54304
                            920-491-7000
                            Attention: Jon Drayna

     The trusts have no separate financial statements. The statements would not
be material to holders of the capital securities because the trusts have no
independent operations.

     Unless otherwise indicated, currency amounts in this prospectus and in any
prospectus supplement are stated in U.S. dollars.

                                        2
<PAGE>

                           FORWARD-LOOKING STATEMENTS

     Forward-looking statements may be made in this prospectus, any accompanying
prospectus supplement and the documents that are incorporated by reference that
are subject to risks and uncertainties. These forward-looking statements
describe future plans or strategies and include our expectations of future
results of operations. The words "believes," "expects," "anticipates" or similar
expressions identify forward-looking statements. You should note that many
factors, some of which may be discussed elsewhere in this prospectus or any
accompanying prospectus supplement and in the documents that are incorporated by
reference, could affect our future financial results and could cause those
results to differ materially from those expressed in forward-looking statements
contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. These factors include the following:

     - operating, legal and regulatory risks;

     - economic, political and competitive forces affecting our banking,
       securities, asset management and credit services businesses; and

     - the risk that our analysis of these risks and forces could be incorrect
       and/or that the strategies developed to address them could be
       unsuccessful.

     These factors should be considered in evaluating the forward-looking
statements, and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

                                        3
<PAGE>

                           ABOUT ASSOCIATED BANC-CORP


     We are a registered bank holding company incorporated in Wisconsin which
commenced operations in 1969 with the acquisition of three banks. At December
31, 2001, we owned four commercial banks located in Illinois, Minnesota and
Wisconsin; we were the second largest commercial bank holding company
headquartered in Wisconsin, measured by total assets; and we also owned 20
limited purpose banking and non-banking subsidiaries located in Arizona,
California, Illinois, Nevada and Wisconsin.


     Through our affiliates, we provide a complete range of banking services to
individuals and businesses. These services include checking, savings and money
market deposit accounts; business, personal, educational, residential and
commercial mortgage loans; other consumer-oriented financial services, including
IRA and Keogh accounts; lease financing for a variety of capital equipment for
commerce and industry; and safe deposit and night depository facilities.
Automated Teller Machines (ATM) are installed in many locations in the
affiliates' service areas. The affiliates are members of an interstate shared
ATM network. Among the services designed specifically to meet the needs of
businesses are various types of specialized financing, cash management services
and transfer/collection facilities.


     We provide advice and specialized services to our affiliates in banking
policy and operations, including auditing, data processing,
marketing/advertising, investing, legal/compliance, personnel services, trust
services, risk management, facilities management, security, purchasing,
treasury, finance, accounting and other financial services functionally related
to banking. The boards of directors and officers of each of our affiliates
retain responsibility for the management of those affiliates. We render our
services to the affiliates in order to assist their local management and to
expand the scope of services offered by them. At December 31, 2001, our bank
affiliates provided services through approximately 200 locations in over 140
communities.


     Our trust company subsidiary and investment management subsidiary offer a
wide variety of fiduciary, investment management, advisory and corporate agency
services to individuals, corporations, charitable trusts, foundations and
institutional investors. They also administer pension, profit sharing and other
employee benefit plans, and personal trusts and estates.

     Our investment subsidiaries provide discount and full-service brokerage
services, including the sale of fixed and variable annuities, mutual funds and
securities to the affiliates' customers and the general public. Two investment
subsidiaries located in Nevada hold, manage, and trade cash, stocks, and
securities transferred from the affiliates and reinvest investment income. Three
additional investment subsidiaries formed in Nevada and headquartered and
domiciled in the Cayman Islands provide investment services for their parent
bank, as well as providing management of their respective Real Estate Investment
Trust subsidiaries.

     Our insurance subsidiaries provide commercial and individual insurance
services and engage in reinsurance. Various life, property, casualty, credit and
mortgage insurance products are available to the affiliates' customers and the
general public. An appraisal subsidiary provides real estate appraisals for
customers, government agencies, and the general public.

     Our mortgage banking subsidiary is involved in the origination, servicing
and warehousing of mortgage loans, and the sale of such loans to investors. Our
primary focus is on one- to four-family residential and multi-family properties,
which are generally saleable into the secondary mortgage market. The principal
mortgage lending areas of this subsidiary are Wisconsin, Minnesota and Illinois.
We sell nearly all of our long-term, fixed-rate real estate mortgage loans in
the secondary market and to other financial institutions, with our subsidiary
retaining the servicing of those loans.

     Our affiliates and subsidiaries also originate and/or service consumer
loans, business credit card loans and student loans. The credit card base and
resulting loans are principally centered in the Midwest, whereas the other
lending activities are primarily conducted in Wisconsin, Illinois and Minnesota.
We entered into an agreement in April 2000 with Citibank USA for the acquisition
of our retail credit card portfolio. That agreement, along with a five-year
agency agreement entered into contemporaneously with Citibank USA, provides for
agent fees and other income on new and existing credit card business.
                                        4
<PAGE>

     Our principal executive offices are located at 1200 Hansen Road, Green Bay,
Wisconsin 54304, and our telephone number is (920) 491-7000.

     If you would like to know more about us, see our documents incorporated by
reference in this prospectus as described under the section "Where You Can Find
More Information."

                                ABOUT THE TRUSTS

     We created a number of trusts under Delaware law under separate trust
agreements established for each trust. A trust is a fiduciary relationship where
one person, known as the property trustee, holds some property for the benefit
of another person, in this case, the purchasers of the securities. For the
securities being sold, the trustees and we will enter into amended and restated
trust agreements that will be essentially in the form filed as an exhibit to the
registration statement, which will state the terms and conditions for each trust
to issue and sell the specific capital securities and common securities.

     The trusts exist solely to:

     - issue and sell capital securities and common securities;

     - use the gross proceeds from the sale of the capital securities and common
       securities to purchase corresponding series of our junior subordinated
       debt securities;

     - maintain their status as grantor trusts for federal income tax purposes;
       and

     - engage in other activities that are necessary or incidental to these
       purposes.

     We will purchase all of the common securities of each trust. The common
securities will represent an aggregate liquidation amount equal to at least 3%
of each trust's total capitalization. The capital securities will represent the
remaining 97% of each trust's total capitalization. The common securities will
have terms substantially identical to, and will normally rank equal in priority
of payment with, the capital securities. If we default on the corresponding
junior subordinated debt securities, then distributions on the common securities
will be subordinate to the preferred securities in priority of payment.

     For each trust, as the direct or indirect holder of the common securities,
we have appointed five trustees to conduct each trust's business and affairs.
The three administrative trustees will be individuals who are our employees. The
fourth trustee, as property trustee, will hold title to the junior subordinated
debt securities for the benefit of the holders of the capital securities and
will have the power to exercise all the rights and powers of a registered holder
of the junior subordinated debt securities. The fifth trustee, as Delaware
trustee, maintains its principal place of business in Delaware and meets the
requirements of Delaware law for Delaware business trusts. As holder of the
common securities we (except in some circumstances) have the power to:

     - appoint the trustees;

     - replace or remove the trustees; and

     - increase or decrease the number of trustees.

     This means that if you are dissatisfied with a trustee you will not be able
to remove the trustee without our assistance. Similarly, if we are dissatisfied
with a trustee we can remove the trustee (subject to the terms of the applicable
trust agreement) even if you are satisfied with the trustee.

     The capital securities will be fully and unconditionally guaranteed by us
as described under "Description of the Guarantees."

     The principal executive office of each trust is c/o Associated Banc-Corp,
1200 Hansen Road, Green Bay, Wisconsin 54304, and its telephone number is (920)
491-7000.

                                        5
<PAGE>

                                USE OF PROCEEDS

     Each trust will use all of the proceeds from the sale of the capital
securities to purchase our junior subordinated debt securities. Unless otherwise
specified in the applicable prospectus supplement, we intend to use the net
proceeds we receive from the sale of our junior subordinated debt securities for
general corporate purposes. General corporate purposes may include the repayment
of debt, repurchases of shares of our outstanding common stock, investments in
or extensions of credit to our subsidiaries, the financing of possible
acquisitions or business expansion. We may invest the net proceeds temporarily
or apply them to repay short-term debt until we are ready to use them for their
stated purpose.

     The applicable prospectus supplement provides more details on the use of
proceeds of any specific offering.

                                        6
<PAGE>

                CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

     Our consolidated ratios of earnings to fixed charges are as follows for the
periods shown:

<Table>
<Caption>
                                          THREE MONTHS
                                              ENDED
                                            MARCH 31,            YEAR ENDED DECEMBER 31,
                                          -------------   -------------------------------------
                                          2002    2001    2001    2000    1999    1998    1997
                                          -----   -----   -----   -----   -----   -----   -----
<S>                                       <C>     <C>     <C>     <C>     <C>     <C>     <C>
Ratio of earnings to fixed charges:
  Excluding interest on deposits........  3.43x   2.25x   2.55x   2.36x   3.23x   4.47x   2.54x
  Including interest on deposits........  1.92x   1.42x   1.55x   1.42x   1.56x   1.56x   1.28x
</Table>

     For purposes of computing the above ratios, earnings represent net income
from continuing operations plus total taxes based on income and fixed charges.
Fixed charges, excluding interest on deposits, include interest expense (other
than on deposits), one third (the proportion deemed representative of the
interest factor) of rents, net of income from subleases, and capitalized
interest. Fixed charges, including interest on deposits, include all interest
expense, one third (the proportion deemed representative of the interest factor)
of rents, net of income from subleases, and capitalized interest. We did not
have any shares of preferred stock outstanding during the periods shown above.

                                        7
<PAGE>

               DESCRIPTION OF JUNIOR SUBORDINATED DEBT SECURITIES

     This section describes the general terms and provisions of the junior
subordinated debt securities that are offered by this prospectus. The applicable
prospectus supplement will describe the specific terms of the series of the
junior subordinated debt securities offered under that prospectus supplement and
any general terms outlined in this section that will not apply to those junior
subordinated debt securities.

     The junior subordinated indenture will be qualified under the Trust
Indenture Act. A form of the junior subordinated indenture is filed as an
exhibit to the registration statement relating to this prospectus.

     This section summarizes the material terms and provisions of the junior
subordinated indenture. Because this is a summary, it does not contain all of
the details found in the full text of the junior subordinated indenture and the
junior subordinated debt securities. If you would like additional information,
you should read the form of junior subordinated indenture and the form of junior
subordinated debt securities. We have defined a number of the terms used in this
prospectus in the glossary section, at the back of this prospectus.

GENERAL

     We can issue the junior subordinated debt securities in one or more series.
A series of junior subordinated debt securities initially will be issued to a
trust in connection with a capital securities offering.

     Unless otherwise described in the applicable prospectus supplement
regarding any offered junior subordinated debt securities, the junior
subordinated debt securities will rank equally with all other series of junior
subordinated debt securities, will be unsecured and will be subordinate and
junior in priority of payment to all of our Senior and Subordinated Debt as
described below under "Subordination."

     The indenture does not limit the amount of junior subordinated debt
securities which we may issue, nor does it limit our issuance of any other
secured or unsecured Debt.

     We can issue the junior subordinated debt securities under a supplemental
indenture or an officers' certificate, in either case as authorized by a board
resolution.

     The applicable prospectus supplement will describe the following terms of
the junior subordinated debt securities:

     - the title;

     - any limit on the aggregate principal amount that may be issued;

     - the date(s) on which the principal is payable or the method of
       determining that date;

     - the interest rate, if any, the interest payment dates, any rights we may
       have to defer or extend an interest payment date, and the regular record
       date for any interest payment or the method by which any of the foregoing
       will be determined;

     - the place(s) where payments shall be payable and where the junior
       subordinated debt securities can be presented for registration of
       transfer or exchange, and the place(s) where notices and demands to or on
       us can be made;

     - any period(s) within which or date(s) on which, price(s) at which and the
       terms and conditions on which the junior subordinated debt securities can
       be redeemed, in whole or in part, at our option or at the option of a
       holder of the junior subordinated debt securities;

     - our or any holder's obligation or right, if any, to redeem, purchase or
       repay the junior subordinated debt securities and other related terms and
       provisions;

     - the denominations in which any junior subordinated debt securities will
       be issued;

                                        8
<PAGE>

     - if other than in U.S. dollars, the currency in which the principal,
       premium and interest, if any, that the junior subordinated debt
       securities will be payable or denominated;

     - any additions, modifications or deletions in the events of default or
       covenants specified in the indenture;

     - the portion of the principal amount that will be payable at declaration
       of acceleration of the maturity;

     - any additions or changes to the indenture as will be necessary to
       facilitate the issuance of a series of junior subordinated debt
       securities in bearer form, registrable or not registrable for the
       principal, and with or without interest coupons;

     - the index or indices used to determine the amount of payments of
       principal and premium, if any, on any junior subordinated debt securities
       and how these amounts will be determined;

     - the terms and conditions under which temporary global securities are
       exchanged for definitive junior subordinated debt securities of the same
       series;

     - whether the junior subordinated debt securities will be issued in global
       form and, in that case, the terms and the depositary for these global
       securities;

     - the paying agent;

     - the terms and conditions of any right to convert or exchange any junior
       subordinated debt securities into any of our other securities or
       property;

     - the form of trust agreement and guarantee agreement;

     - the relative degree, if any, to which the junior subordinated debt
       securities shall be senior or subordinated to other junior subordinated
       debt securities or any of our other indebtedness in right of payment; and

     - any other terms of the junior subordinated debt securities consistent the
       provisions of the indenture.

     Junior subordinated debt securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Some U.S. federal income
tax consequences and special considerations applicable to any such junior
subordinated debt securities will be described in the applicable prospectus
supplement.

     The applicable prospectus supplement will describe the restrictions,
elections, some U.S. federal income tax consequences, and specific terms and
other information related to the junior subordinated debt securities if the
purchase price, principal, premium, or interest of any of the junior
subordinated debt securities is payable or denominated in one or more foreign
currencies or currency units.

     If any index is used to determine the amount of payments of principal,
premium, or interest on any series of junior subordinated debt securities,
special U.S. federal income tax, accounting and other considerations applicable
to the junior subordinated debt securities will be described in the applicable
prospectus supplement.

OPTION TO EXTEND INTEREST PAYMENT DATES

     If provided in the applicable prospectus supplement and if the junior
subordinated debt securities are not in default, we will have the right at any
time and from time to time during the term of any series of junior subordinated
debt securities to defer payment of interest for a number of consecutive
interest payment periods as specified in the applicable prospectus supplement
(an "Extension Period").

     Some U.S. federal income tax consequences and considerations applicable to
any junior subordinated debt securities that permit Extension Periods will be
described in the applicable prospectus supplement.

                                        9
<PAGE>

REDEMPTION

     Unless otherwise indicated in the applicable prospectus supplement, junior
subordinated debt securities will not be subject to any sinking fund.

     Unless the applicable prospectus supplement indicates otherwise, we may, at
our option and subject to the receipt of prior approval by the Board of
Governors of the Federal Reserve System if then required under applicable
capital guidelines or policies, redeem the junior subordinated debt securities
of any series:

     - on or after the date as specified in the applicable prospectus
       supplement, in whole at any time or in part from time to time;

     - in whole (but not in part), upon the occurrence of a Tax Event, an
       Investment Company Event or a Regulatory Capital Event, at any time
       within 90 days of the occurrence of such Tax Event, Investment Company
       Event or Regulatory Capital Event; or

     - as is otherwise specified in the applicable prospectus supplement.

     If the junior subordinated debt securities of any series are redeemable
only on or after a specified date or by the satisfaction of additional
conditions, the applicable prospectus supplement will specify the date or
describe these conditions.

     Junior subordinated debt securities will be redeemable in the denominations
specified in the prospectus supplement. Unless the applicable prospectus
supplement indicates otherwise, junior subordinated debt securities will be
redeemed at the redemption price.

     A Tax Event means that either we or a trust will have received an opinion
of counsel (which may be our counsel or counsel of an affiliate but not an
employee and which must be reasonably acceptable to the property trustee)
experienced in tax matters stating that, as a result of any:

     - amendment to, or change (including any announced prospective change) in,
       the laws (or any regulations under those laws) of the United States or
       any political subdivision or taxing authority affecting taxation; or

     - interpretation or application of the laws or regulations enumerated in
       the preceding bullet point, by any court, governmental agency or
       regulatory authority;

     there is more than an insubstantial risk that:

     - a trust is, or will be within 90 days of the date of the opinion of
       counsel, subject to U.S. federal income tax on interest received on the
       junior subordinated debt securities;

     - interest payable by us to the trusts on the junior subordinated debt
       securities is not, or will not be within 90 days of the date of the
       opinion of counsel, deductible, in whole or in part, for U.S. federal
       income tax purposes; or

     - a trust is, or will be within 90 days of the date of the opinion of
       counsel, subject to more than a minimal amount of other taxes, duties,
       assessments or other governmental charges.

     An Investment Company Event means the receipt by us and a trust of an
opinion of counsel (which may be our counsel or counsel of an affiliate but not
an employee and which must be reasonably acceptable to the property trustee)
experienced in matters relating to investment companies to the effect that, as a
result of any:

     - change in law or regulation; or

     - change in interpretation or application of law or regulation by any
       legislative body, court, governmental agency or regulatory authority,

there is more than an insubstantial risk that the trust is or will be considered
an investment company that is required to be registered under the Investment
Company Act, which change becomes effective on or after the original issuance of
the capital securities.
                                        10
<PAGE>

     A Regulatory Capital Event means the reasonable determination by us that,
as a result of any:

     - amendment to, or change (including any prospective change) in, the laws
       or any applicable regulation of the United States and any political
       subdivision; or

     - official or administrative pronouncement or action or judicial decision
       interpreting or applying the laws or regulations, which amendment is
       effective or announced on or after the date of issuance the capital
       securities,

there is more than an insubstantial risk that we will not be able to treat the
capital securities (or any substantial portion of such capital securities) as
Tier 1 Capital (or its equivalent) for purposes of the capital adequacy
guidelines of the Federal Reserve, in effect and applicable to us.

     Notice of any redemption will be mailed at least 30 days and not more than
60 days before the redemption date to each holder of redeemable junior
subordinated debt securities, at its registered address. Unless we default in
the payment of the redemption price, on or after the redemption date, interest
will cease to accrue on the junior subordinated debt securities or portions
called for redemption.

     If the junior subordinated debt securities are redeemed only in part, they
will be redeemed pro rata or by lot or by any other method selected by the
trustee.

RESTRICTIONS ON SOME PAYMENTS

     We agreed in the indenture that we will not, and will not permit any of our
subsidiaries to:

     - declare or pay any dividends or distributions, or redeem, purchase,
       acquire, or make a liquidation payment on any of our capital stock;

     - make any payment of principal of interest or premium, if any, on or
       repay, repurchase or redeem any of our debt securities (including other
       junior subordinated debt securities) that rank equally with or junior in
       interest to the junior subordinated debt securities; or

     - make any guarantee payments on any guarantee of debt securities of any of
       our subsidiaries (including under other guarantees) if the guarantee
       ranks equally with or junior in interest to the junior subordinated debt
       securities, except in some circumstances;

     other than:

     - dividends or distributions payable in our common stock;

     - any declaration of a dividend in connection with the implementation of a
       rights plan or the issuance of stock under any such plan or the
       redemption or repurchase of any such rights pursuant to any such plan;

     - payments under our guarantee related to the capital securities issued by
       the trust holding securities of that series; and

     - purchases of our common stock related to the issuance of common stock or
       rights under any of our benefit plans for our directors, officers or
       employees.

     These restrictions apply only if:

     - we have actual knowledge of an event that with the giving of notice or
       the lapse of time, or both, would constitute an event of default under
       the indenture and we have not taken reasonable steps to cure the event of
       default;

     - the junior subordinated debt securities are held by a trust that is the
       issuer of a series of related capital securities and we are in default on
       our payment obligations under the guarantee relating to those related
       capital securities; or

                                        11
<PAGE>

     - we have given notice of our selection of an Extension Period on the
       junior subordinated debt securities of a series and we have not rescinded
       the notice, or Extension Period, or any extension relating to the junior
       subordinated debt securities shall be continuing.

MODIFICATION OF INDENTURE

     We may and the trustee may change the indenture without your consent for
specified purposes, including:

     - to fix any ambiguity, defect or inconsistency, provided that the change
       does not materially adversely affect the interest of any holder of any
       series of junior subordinated debt securities or the interest of a holder
       of any related series of capital securities so long as they remain
       outstanding; and

     - to qualify or maintain the qualification of the indenture under the Trust
       Indenture Act.

     In addition, under the indenture, we may and the trustee may modify the
indenture to affect the rights of the holders of the series of the junior
subordinated debt securities, with the consent of the holders of a majority in
principal amount of the outstanding series of junior subordinated debt
securities that are affected. However, we cannot and the trustee cannot take the
following actions without the consent of each holder of the outstanding junior
subordinated debt securities affected:

     - change the maturity date of any series of junior subordinated debt
       securities (except as otherwise specified in the applicable prospectus
       supplement), or reduce the principal amount, rate of interest, or extend
       the time of payment of interest;

     - reduce the percentage in principal amount of junior subordinated debt
       securities of any series, necessary to modify the indenture;

     - modify some provisions of the indenture relating to modification or
       waiver, except to increase the required percentage; or

     - modify the provisions of the indenture relating to the subordination of
       the junior subordinated debt securities of any series in a manner adverse
       to the holders, provided that as long as any of the related capital
       securities are outstanding, no modification will be made that adversely
       affects the holders of those capital securities in any material respect.
       Also the indenture cannot be terminated, and a waiver of any event of
       default or compliance with any covenant under the indenture cannot be
       effective, without the prior consent of the holders of a majority of the
       liquidation amount of the related capital securities unless and until the
       principal of the corresponding junior subordinated debt securities and
       all accrued and unpaid interest have been paid in full and some other
       conditions are satisfied.

     In addition, we may and the trustee may execute any supplemental indenture
to create any new series of junior subordinated debt securities, without the
consent of any holders.

EVENTS OF DEFAULT

     The following are events of defaults under the indenture:

     - failure to pay interest, when due under the terms of the series of junior
       subordinated debt securities, and that failure continues for 30 days and
       the time for payment has not been extended or deferred;

     - failure to pay any principal of or premium on the series of junior
       subordinated debt securities when due, whether at maturity, redemption by
       declaration or otherwise;

     - failure to observe or perform in any material respect, any other covenant
       contained in the indenture, and that failure continues for 60 days after
       we receive written notice from the trustee or holders of at least 25% in
       principal amount of the outstanding series of junior subordinated debt
       securities; or

     - some events of bankruptcy, insolvency or reorganization.

                                        12
<PAGE>

REMEDIES

     The holders of a majority in aggregate outstanding principal amount of any
series of junior subordinated debt securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee. If an event of default under the indenture of any series occurs and is
continuing, the junior subordinated trustee or the holders of at least 25% in
aggregate principal amount of the outstanding junior subordinated debt
securities can declare the unpaid principal and accrued interest, if any, to the
date of acceleration on all the outstanding junior subordinated debt securities
of that series to be due and payable immediately. If the trustee or holders of
the corresponding junior subordinated debt securities fail to make this
declaration, the holders of at least 25% in aggregate liquidation amount of the
related capital securities will have that right.

     The holders of a majority in aggregate outstanding principal of the series
of junior subordinated debt securities can rescind a declaration of acceleration
and waive the default if the default (other than the non-payment of principal
which has become due solely by acceleration) has been cured and a sum sufficient
to pay all principal and interest due (other than by acceleration) has been
deposited with the trustee. If the holders of the corresponding junior
subordinated debt securities fail to rescind a declaration and waive the
default, the holders of a majority in aggregate liquidation amount of the
related capital securities will have that right.

     The holders of a majority in aggregate outstanding principal amount of the
junior subordinated debt securities of any affected series may, on behalf of
holders of all of the junior subordinated debt securities, waive any past
default, except:

     - a default in the payment of principal or interest (unless the default has
       been cured or a sum sufficient to pay all matured installments of
       principal and interest has been deposited with the trustee); or

     - a default in a covenant or provision of the indenture which cannot be
       modified or amended without the consent of the holders of each
       outstanding junior subordinated debt securities.

     If the holders of the corresponding junior subordinated debt securities
fail to rescind a declaration and waive the default, the holders of a majority
in liquidation amount of the related capital securities will have that right.

     We are required to file annually, with the trustee, a certificate stating
whether or not we are in compliance with all the conditions and covenants
applicable to us under the junior subordinated indenture.

     If an event of default occurs and is continuing on a series of
corresponding junior subordinated debt securities, the property trustee will
have the right to declare the principal of, and the interest on, the
corresponding junior subordinated debt securities, and any amounts payable under
the indenture, to be immediately due and payable, and to enforce its other
rights as a creditor for these corresponding junior subordinated debt
securities.

ENFORCEMENT OF SOME RIGHTS BY HOLDERS OF CAPITAL SECURITIES

     If an event of default under the indenture has occurred and is continuing,
and this event is attributable to our failure to pay interest or principal on
the related junior subordinated debt securities when due, you may institute a
legal proceeding directly against us to enforce the payment of the principal of
or interest on those subordinated debt securities having a principal amount
equal to the liquidation amount of your related capital securities. We cannot
amend the indenture to remove the right to bring a direct action without the
written consent of holders of all capital securities. If the right to bring a
direct action is removed, the applicable trust may become subject to reporting
obligations under the Exchange Act.

     You would not be able to exercise directly any remedy other than those
stated in the preceding paragraph which are available to the holders of the
junior subordinated debt securities unless the property

                                        13
<PAGE>

trustee fails to enforce its rights under the junior subordinated debt
securities. See "Description of Capital Securities -- Trust Enforcement Event."

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS

     The indenture states that we cannot consolidate with or merge into any
other person or convey, transfer or lease our properties and assets
substantially as an entirety to any person, and no person will consolidate with
or merge into us or convey, transfer or lease its properties and assets
substantially as an entirety to us, unless:

     - the successor is organized under the laws of the United States or any
       state or the District of Columbia, and expressly assumes all of our
       obligations under the indenture;

     - immediately after the transaction, no event of default, and no event
       which, after notice or lapse of time or both, would become an event of
       default, shall have occurred and be continuing;

     - this transaction is permitted under the related trust agreement and the
       related guarantee and does not give rise to any breach or violation of
       the related trust agreement or the related guarantee; and

     - some other conditions prescribed in the indenture are met.

     The general provisions of the indenture do not afford protection to the
holders of the junior subordinated debt securities in the event of a highly
leveraged or other transaction involving us that may adversely affect the
holders.

SATISFACTION AND DISCHARGE

     The indenture provides that when all junior subordinated debt securities
not previously delivered to the trustee for cancellation:

     - have become due and payable; or

     - will become due and payable within one year, and

      -- we deposit with the trustee money sufficient to pay and discharge the
         entire indebtedness on the junior subordinated debt securities;

      -- we deliver to the trustee officers' certificates and opinions of
         counsel; and

      -- we comply with some other requirements under the indenture,

then the indenture will cease to be of further effect and we will be considered
to have satisfied and discharged the indenture.

DEFEASANCE

     Junior subordinated debt securities of a series may be defeased at any time
in accordance with their terms and as set forth in the indenture and described
briefly below, unless the terms of the series provide otherwise. Any defeasance
may terminate all of our obligations (with limited exceptions) with respect to a
series of junior subordinated debt securities and the indenture ("legal
defeasance"), or it may terminate only our obligations under any restrictive
covenants which may be applicable to a particular series ("covenant
defeasance").

     We may exercise our legal defeasance option even though we have also
exercised our covenant defeasance option. If we exercise the legal defeasance
option with respect to a series of junior subordinated debt securities, that
series may not be accelerated because of an event of default. If we exercise the
covenant defeasance option, that series of junior subordinated debt securities
may not be accelerated by reference to any restrictive covenants which may be
applicable to that particular series.

                                        14
<PAGE>

     To exercise either defeasance option as to a series of junior subordinated
debt securities, we must:

     - irrevocably deposit in trust (the "defeasance trust") with the trustee or
       another trustee money or U.S. government obligations;

     - deliver a certificate from a nationally recognized firm of independent
       accountants expressing their opinion that the payments of principal and
       interest when due on the deposited U.S. government obligations, without
       reinvestment, plus any deposited money without investment, will provide
       cash at the times and in the amounts necessary to pay the principal and
       interest when due on all debt securities of the series to maturity or
       redemption, as the case may be; and

     - comply with certain other conditions. In particular, we must obtain an
       opinion of tax counsel that the defeasance will not result in recognition
       of any gain or loss to holders for federal income tax purposes.

     U.S. government obligations are direct obligations of (a) the United States
or (b) an agency or instrumentality of the United States, the payment of which
is unconditionally guaranteed by the United States, and which, in either case
(a) or (b), have the full faith and credit of the United States of America
pledged for payment and which are not callable at the issuer's option. It also
includes certificates representing an ownership interest in such obligations.

CONVERSION OR EXCHANGE

     If indicated in the applicable prospectus supplement, the junior
subordinated debt securities of any series may be convertible or exchangeable
into capital securities or other securities. The applicable prospectus
supplement will describe the specific terms on which the junior subordinated
debt securities of any series may be so converted or exchanged. The terms may
include provisions for conversion or exchange, either mandatory, at the option
of the holder or at our option, in which case the number of shares of capital
securities or other securities to be received by the holders of junior
subordinated debt securities would be calculated as of a time and in the manner
stated in the applicable prospectus supplement.

SUBORDINATION

     The indenture provides that any junior subordinated debt securities will be
subordinate and junior in right of payment to all Senior and Subordinated Debt.

     Upon any payment or distribution of assets to creditors upon our
liquidation, dissolution, winding up, reorganization, whether voluntary or
involuntary, assignment for the benefit of creditors, marshaling of assets or
any bankruptcy, insolvency, debt restructuring or similar proceedings, the
holders of Senior and Subordinated Debt will first be entitled to receive
payment in full of the principal, premium, or interest due before the holders of
junior subordinated debt securities will be entitled to receive any payment or
distribution.

     In the event of the acceleration of the maturity of any junior subordinated
debt securities, the holders of all Senior and Subordinated Debt outstanding at
the time of the acceleration will first be entitled to receive payment in full
of all amounts due on the Senior and Subordinated Debt (including any amounts
due upon acceleration) before the holders of junior subordinated debt
securities.

     No payment, by or on our behalf, of principal, premium, if any, or
interest, on the junior subordinated debt securities shall be made if at the
time of the payment, there exists:

     - a default in any payment on any Senior and Subordinated Debt, or any
       other default under which the maturity of any Senior and Subordinated
       Debt has been accelerated; and

     - any judicial proceeding relating to the defaults which shall be pending.

     We are a holding company and most of our operating assets are owned by our
subsidiaries. We rely primarily on dividends from our subsidiaries to meet our
obligations to pay the principal of and interest on
                                        15
<PAGE>

our outstanding debt obligations and corporate expenses. We are a legal entity
separate and distinct from our banking and non-banking affiliates. Our principal
sources of income are dividends, interest and fees from our banking and
non-banking affiliates. Our banking subsidiaries are subject to some
restrictions imposed by federal law on any extensions of credit to, and some
other transactions with, us and some other affiliates, and on investments in
stock or other securities. These restrictions prevent us and our other
affiliates from borrowing from our banking subsidiaries unless the loans are
secured by various types of collateral. Further, these secured loans, other
transactions and investments by any of our banking subsidiaries are generally
limited in amount for us and each of our other affiliates to 10% of our banking
subsidiaries' capital and surplus, and as to us and all of our other affiliates
to an aggregate of 20% of our banking subsidiaries' capital and surplus. In
addition, payment of dividends by our banking subsidiaries to us are subject to
ongoing review by banking regulators and to various statutory limitations and in
some circumstances requires approval by banking regulatory authorities. Because
we are a holding company, our right to participate in any distribution of assets
of any subsidiary upon the liquidation or reorganization or otherwise of our
subsidiary is subject to the prior claims of creditors of the subsidiary, unless
we can be recognized as a creditor of that subsidiary. Accordingly, the junior
subordinated debt securities will be effectively subordinated to all existing
and future liabilities of our banking subsidiaries, and holders of junior
subordinated debt securities should look only to our assets for payments on the
junior subordinated debt securities.

     The indenture places no limitation on the amount of Senior and Subordinated
Debt that we may incur. We expect to incur from time to time additional
indebtedness constituting Senior and Subordinated Debt.

     The indenture provides that these subordination provisions, as they relate
to any particular issue of junior subordinated debt securities, may be changed
before the issuance. The applicable prospectus supplement will describe any of
these changes.

DENOMINATIONS, REGISTRATION AND TRANSFER

     Unless the applicable prospectus supplement specifies otherwise, we will
issue the junior subordinated debt securities in registered form only, without
coupons and, in the denominations specified in the prospectus supplement.
Holders can exchange junior subordinated debt securities of any series for other
junior subordinated debt securities:

     - of the same issue and series;

     - in any authorized denominations;

     - in a like principal amount;

     - of the same date of issuance and maturity; and

     - bearing the same interest rate.

     Subject to the terms of the indenture and the limitations applicable to
global securities stated in the applicable prospectus supplement, junior
subordinated debt securities may be presented for exchange or for registration
of transfer (duly endorsed or with the form of transfer duly endorsed, or a
satisfactory written instrument of transfer, duly executed) at the office of the
security registrar or at the office of any transfer agent designated by us for
that purpose.

     Unless otherwise provided in the applicable prospectus supplement, no
service charge will be made for any registration of transfer or exchange, but we
may require payment of any taxes or other governmental charges. We have
appointed the trustee as security registrar for the junior subordinated debt
securities. Any transfer agent (in addition to the security registrar) initially
designated by us for any junior subordinated debt securities will be named in
the applicable prospectus supplement. We may at any time designate additional
transfer agents or rescind the designation of any transfer agent or approve a
change in the location through which any transfer agent acts, except that we
will be required to maintain a transfer agent in each place of payment for the
junior subordinated debt securities of each series.
                                        16
<PAGE>

     If the junior subordinated debt securities of any series are to be
redeemed, neither the trustee nor us will be required to:

     - issue, register the transfer of, or exchange any junior subordinated debt
       securities of any series during a period beginning on the business day
       that is 15 days before the day of mailing of notice of redemption of any
       junior subordinated debt securities that is selected for redemption and
       ending at the close of business on the day of mailing of the relevant
       notice; or

     - transfer or exchange any junior subordinated debt securities selected for
       redemption, except the unredeemed portion of any junior subordinated debt
       securities being redeemed in part.

GLOBAL JUNIOR SUBORDINATED DEBT SECURITIES

     We may issue, in whole or in part, the junior subordinated debt securities
of a series in the form of one or more global junior subordinated debt
securities that will be deposited with, or on behalf of, a depositary identified
in the applicable prospectus supplement relating to those series. The specific
terms of the depositary arrangements for a series of junior subordinated debt
securities will be described in the applicable prospectus supplement. See
"Book-Entry Issuance."

PAYMENT AND PAYING AGENTS

     Unless otherwise indicated in the applicable prospectus supplement, payment
of principal of and any premium and interest on junior subordinated debt
securities will be made at the office of the trustee in the City of New York or
at the office of the paying agent(s) designated by us, from time to time, in the
applicable prospectus supplement. However, we may make interest payment by:

     - check mailed to the address of the person entitled to it at the address
       appearing in the securities register (except in the case of global junior
       subordinated debt securities); or

     - transfer to an account maintained by the person entitled to it as
       specified in the securities register, so long as we receive proper
       transfer instructions by the regular record date.

     Unless otherwise indicated in the applicable prospectus supplement, payment
of the interest on junior subordinated debt securities on any interest payment
date will be made to the person in whose name the junior subordinated debt
securities are registered at the close of business on the regular record date
relating to the interest payment date, except in the case of defaulted interest.

     We may at any time designate additional paying agents or cancel the
designation of any paying agent. We will at all times be required to maintain a
paying agent in each place of payment for each series of junior subordinated
debt securities.

     Any money deposited with the trustee or any paying agent, or held by us in
trust, for the payment of the principal of and any premium or interest on any
junior subordinated debt securities that remains unclaimed for two years after
the principal, any premium or interest has become due and payable will, at our
request, be repaid to us and the holder of the junior subordinated debt
securities can then only look to us for payment.

INFORMATION ABOUT THE TRUSTEE

     The Trust Indenture Act describes the duties and responsibilities of the
trustee. Subject to the provisions under the Trust Indenture Act, the trustee
has no obligation to exercise any of the powers vested in it by the indenture,
at the request of any holder of junior subordinated debt securities, unless the
holder offers reasonable indemnity against the costs, expenses and liabilities
that are incurred. The trustee is not required to expend or risk its own funds
or otherwise incur personal financial liability in the performance of its duties
if it reasonably believes that repayment or adequate indemnity is not reasonably
assured to it.

                                        17
<PAGE>

CORRESPONDING JUNIOR SUBORDINATED DEBT SECURITIES

     The corresponding junior subordinated debt securities are issued in one or
more series of junior subordinated debt securities under the indenture with
terms corresponding to the terms of a series of related capital securities.
Concurrently with the issuance of each trust's capital securities, the trust
will invest the proceeds and the consideration paid by us for the related common
securities in a series of corresponding junior subordinated debt securities.
Each series of corresponding junior subordinated debt securities will be in the
principal amount equal to the aggregate stated liquidation amount of the related
capital securities and the common securities of the trust and will rank equally
with all other series of junior subordinated debt securities. As a holder of the
related capital securities for a series of corresponding junior subordinated
debt securities, you will have rights in connection with modifications to the
indenture or at the occurrence of events of default under the indenture
described under "-- Modification of Indenture" and "-- Events of Default,"
unless provided otherwise in the applicable prospectus supplement for these
related capital securities.

     Unless otherwise specified in the applicable prospectus supplement, if a
Tax Event relating to a trust of related capital securities occurs and is
continuing, we have the option, and subject to prior approval by the Federal
Reserve (if required at the time under applicable capital guidelines or
policies), to redeem the corresponding junior subordinated debt securities at
any time within 90 days of the occurrence of the Tax Event, in whole but not in
part, at the redemption price.

     As long as the applicable trust is the holder of all outstanding series of
corresponding junior subordinated debt securities, the trust will use the
proceeds of the redemption to redeem the corresponding capital securities and
common securities in accordance with their terms. We may not redeem a series of
corresponding junior subordinated debt securities in part, unless all accrued
and unpaid interest has been paid in full on all outstanding corresponding
junior subordinated debt securities of the applicable series.

     We will covenant in the indenture that if and as long as:

     - the trust of the related series of capital securities and common
       securities is the holder of all the corresponding junior subordinated
       debt securities;

     - a Tax Event related to the trust has occurred and is continuing; and

     - we have elected, and have not revoked our election, to pay Additional
       Sums for the capital securities and common securities,

we will pay to the trust the Additional Sums.

     We will also covenant, as to each series of corresponding junior
subordinated debt securities:

     - to maintain directly or indirectly 100% ownership of the common
       securities of the trust to which corresponding junior subordinated debt
       securities have been issued, provided that some successors which are
       permitted under the indenture, may succeed to our ownership of the common
       securities;

     - not to voluntarily terminate, wind-up or liquidate any trust, except:

      -- with prior approval of the Federal Reserve if then so required under
         applicable capital guidelines or policies of the Federal Reserve; and

      -- in connection with a distribution of corresponding junior subordinated
         debt securities to the holders of the capital securities in liquidation
         of a trust, or in connection with some mergers, consolidations or
         amalgamations permitted by the related trust agreement; and

     - to use our reasonable efforts, consistent with the terms and provisions
       of the related trust agreement, to cause the trust to remain classified
       as a grantor trust and not as an association taxable as a corporation for
       United States federal income tax purposes.

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<PAGE>

                       DESCRIPTION OF CAPITAL SECURITIES

GENERAL

     This section describes the general terms and provisions of the capital
securities that are offered by this prospectus. The applicable prospectus
supplement will describe the specific terms of the series of the capital
securities offered under that prospectus supplement and any general terms
outlined in this section that will not apply to those capital securities.

     The capital securities will be issued under the trust agreement. The trust
agreement will be qualified as an indenture under the Trust Indenture Act. The
forms of trust agreement and capital securities have been filed as an exhibit to
the registration statement.

     The capital securities will have the terms described in the applicable
trust agreement or made part of the trust agreement by the Trust Indenture Act
or the Delaware Business Trust Act. The terms of the capital securities will
mirror the terms of the junior subordinated debt securities held by each trust.

     This section summarizes the material terms and provisions of the trust
agreement and the capital securities. Because this is only a summary, it does
not contain all of the details found in the full text of the trust agreement and
the capital securities. If you would like additional information you should read
the form of trust agreement.

     The trust agreement of each trust authorizes the administrative trustees to
issue on behalf of each trust one series of capital securities and one series of
common securities containing the terms described in the applicable prospectus
supplement. The proceeds from the sale of the capital securities and common
securities will be used by each trust to purchase a series of junior
subordinated debt securities from us. The junior subordinated debt securities
will be held in trust by the property trustee for your benefit and the benefit
of the holder of the common securities.

     Under the guarantee, we will agree to make payments of distributions and
payments on redemption or liquidation of the capital securities, to the extent
that the related trust holds funds available for this purpose and has not made
such payments. See "Description of the Guarantees."

     The assets of each trust available for distribution to you will be limited
to payments received from us under the corresponding junior subordinated debt
securities. If we fail to make a payment on the corresponding junior
subordinated debt securities, the property trustee will not have sufficient
funds to make related payments, including distributions, on the capital
securities.

     Each guarantee, when taken together with our obligations under the
corresponding junior subordinated debt securities and the indenture and the
applicable trust agreement, will provide a full and unconditional guarantee of
amounts due on the capital securities issued by each trust. See "Relationship
Among the Capital Securities, the Corresponding Junior Subordinated Debt
Securities and the Guarantees."

     Each trust will redeem an amount of capital securities equal to the amount
of any corresponding junior subordinated debt securities redeemed.

     Specific terms relating to the capital securities will be described in the
applicable prospectus supplement, including:

     - the name of the capital securities and the liquidation amount of each
       capital security;

     - the dollar amount and number of capital securities issued;

     - the annual distribution rate(s) (or method of determining this rate(s)),
       the payment date(s) and the record dates used to determine the holders
       who are to receive distributions;

     - the date from which distributions shall be cumulative;

     - the optional redemption provisions, if any, including the prices, time
       periods and other terms and conditions for which the capital securities
       shall be purchased or redeemed, in whole or in part;

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<PAGE>

     - the terms and conditions, if any, under which the junior subordinated
       debt securities are distributed to you by the trusts;

     - any securities exchange on which the capital securities are listed;

     - whether the capital securities are to be issued in book-entry form and
       represented by one or more global certificates, and if so, the depositary
       for the global certificates and the specific terms of the depositary
       arrangements; and

     - any other relevant rights, preferences, privileges, limitations or
       restrictions of the capital securities.

     The applicable prospectus supplement will also describe some U.S. federal
income tax considerations applicable to any offering of capital securities.

REDEMPTION OR EXCHANGE

     REDEMPTION.  If any corresponding junior subordinated debt securities are
repaid or redeemed in whole or in part, whether at maturity or upon earlier
redemption, the property trustee will use the proceeds from this repayment or
redemption to redeem capital securities and common securities having a
liquidation amount equal to that portion of the principal amount of
corresponding junior subordinated debt securities to be contemporaneously
redeemed. The property trustee will give you at least 30 days notice, but not
more than 60 days notice, before the date of redemption. The capital securities
and (unless there is a default under the junior subordinated debt securities)
the common securities will be redeemed at the redemption price upon the
concurrent redemption of the corresponding junior subordinated debt securities.
See "Description of the Junior Subordinated Debt Securities -- Redemption."

     If less than all of any series of corresponding junior subordinated debt
securities are to be repaid or redeemed on a date of redemption, then the
proceeds from the repayment or redemption shall be allocated, pro rata, to the
redemption of the related capital securities and the common securities.

     Unless the applicable prospectus supplement indicates otherwise, we may, at
our option and subject to the receipt of prior approval by the Board of
Governors of the Federal Reserve System if then required under applicable
capital guidelines and policies, redeem any series of corresponding junior
subordinated debt securities:

     - on or after the date as specified in the applicable prospectus
       supplement, in whole at any time or in part from time to time;

     - in whole (but not in part), upon the occurrence of a Tax Event, an
       Investment Company Event or a Regulatory Capital Event, at any time
       within 90 days of the occurrence of such Tax Event, Investment Company
       Event or Regulatory Capital Event; or

     - as is otherwise specified in the applicable prospectus supplement.

     TAX EVENT, INVESTMENT COMPANY EVENT OR REGULATORY CAPITAL EVENT
REDEMPTION.  If a Tax Event, Investment Company Event or Regulatory Capital
Event relating to a series of capital securities and common securities shall
occur and be continuing, we may redeem the corresponding junior subordinated
debt securities in whole, but not in part. This will cause a mandatory
redemption of all of the related capital securities and common securities at the
redemption price within 90 days following the occurrence of the Tax Event,
Investment Company Event or Regulatory Capital Event.

     If a Tax Event relating to a series of capital securities and common
securities occurs and is continuing and we elect not to redeem the corresponding
junior subordinated debt securities or to terminate the related trust and cause
the corresponding junior subordinated debt securities to be distributed to
holders of the capital securities and common securities as described above,
those capital securities and common securities will remain outstanding and
Additional Sums may be payable on the corresponding junior subordinated debt
securities.

                                        20
<PAGE>

     DISTRIBUTION OF CORRESPONDING JUNIOR SUBORDINATED DEBT SECURITIES.  We may
at any time terminate any trust and, after satisfaction of the liabilities of
creditors of the trust as provided by applicable law, cause the corresponding
junior subordinated debt securities relating to the capital securities and
common securities issued by the trust to be distributed to you and the holders
of the common securities in liquidation of the trust. See "-- Liquidation
Distribution Upon Termination."

     Once the liquidation date is fixed for any distribution of corresponding
junior subordinated debt securities for any series of capital securities:

     - the series of capital securities will no longer be deemed to be
       outstanding;

     - the depositary for the series of capital securities, or its nominee, will
       receive a registered global certificate or certificates representing the
       corresponding junior subordinated debt securities to be delivered upon
       the distribution; and

     - certificates representing the series of capital securities not held by
       the depositary or its nominee will be deemed to represent the
       corresponding junior subordinated debt securities. Those certificates
       will bear accrued and unpaid interest in an amount equal to the accrued
       and unpaid distributions on the series of capital securities until the
       certificates are presented to the administrative trustees of the
       applicable trust or their agent for transfer or reissuance.

     We cannot assure you of the market prices for the capital securities or the
corresponding junior subordinated debt securities. Accordingly, the capital
securities that you may purchase, or the corresponding junior subordinated debt
securities that you may receive on dissolution and liquidation of a trust, may
trade at a discount of the price that you paid for the capital securities.

REDEMPTION PROCEDURES

     Capital securities redeemed on date of redemption shall be:

     - redeemed at the redemption price with the applicable proceeds from the
       contemporaneous redemption of the corresponding junior subordinated debt
       securities; and

     - payable on each date of redemption only to the extent that the related
       trust has funds on hand available for the payment of the redemption
       price.

     If notice of redemption is given, then, by 12:00 noon, New York City time,
on the date of redemption, to the extent funds are available, the property
trustee will deposit irrevocably with the depositary funds sufficient to pay the
applicable redemption price and will give the depositary irrevocable
instructions and authority to pay the redemption price to you. See "Book-Entry
Issuance." If the capital securities are no longer in book-entry form, the
property trustee, to the extent funds are available, will irrevocably deposit
with the paying agent for the capital securities, funds sufficient to pay the
applicable redemption price and will give the paying agent irrevocable
instructions and authority to pay the redemption price to you when you surrender
your certificates evidencing the capital securities.

     Distributions payable on or before the date of redemption for any capital
securities called for redemption shall be payable to the holders on the relevant
record dates for the related distribution dates.

     If notice of redemption is given and funds deposited as required, all of
your rights will cease, except your right to receive the redemption price, and
the capital securities will cease to be outstanding.

     If a date of redemption is not a business day, then payment of the
redemption price payable on the date of redemption will be made on the next
succeeding day which is a business day (and without any interest or other
payment for any delay). However, if the business day falls in the next calendar
year, then payment will be made on the immediately preceding business day.

     If payment of the redemption price of the capital securities called for
redemption is improperly withheld or refused and not paid either by the trust or
by us under the guarantee, then distributions on the capital securities will
continue to accrue at the then applicable rate from the date of redemption to
the

                                        21
<PAGE>

date that the redemption price is actually paid. In this case the actual payment
date will be the date of redemption for purposes of calculating the redemption
price.

     Subject to applicable law (including, without limitation, federal
securities law), our subsidiaries or us may at any time and from time to time
purchase outstanding capital securities by tender offer, in the open market or
by private agreement.

     Payment of the redemption price on the capital securities and any
distribution of corresponding junior subordinated debt securities to holders of
capital securities shall be payable to the holders on the relevant record date
as they appear on the register of capital securities. The record date shall be
one business day before the relevant date of redemption or liquidation date as
applicable. However, if the capital securities are not in book-entry form, the
relevant record date for the capital securities shall be at least 15 days before
the date of redemption or liquidation date.

     If less than all of the capital securities and common securities issued by
a trust are to be redeemed on a redemption date, then the aggregate liquidation
amount of the capital securities and common securities to be redeemed shall be
allocated pro rata to the capital securities and the common securities based
upon the relative liquidation amounts of such classes. The property trustee will
select the capital securities to be redeemed on a pro rata basis, by a method
deemed fair and appropriate by it. The property trustee will promptly notify the
registrar in writing of the capital securities selected for redemption and, in
the case of any capital securities selected for partial redemption, the
liquidation amount to be redeemed.

     We will give you notice of any redemption at least 30 days but not more
than 60 days before the date of redemption at your registered address. Unless we
default in the payment of the redemption price on the corresponding junior
subordinated debt securities, on and after the date of redemption, interest will
cease to accrue on the junior subordinated debt securities or portions of the
junior subordinated debt securities (and distributions will cease to accrue on
the related capital securities or portions of the capital securities) called for
redemption.

SUBORDINATION OF COMMON SECURITIES

     Payment of distributions on, and the redemption price of, each trust's
capital securities and common securities, will be made pro rata based on the
liquidation amount of the capital securities and common securities. However, if
an event of default under the indenture shall have occurred and is continuing,
no payment may be made on any of the trust's common securities, unless all
unpaid amounts on each of the trust's outstanding capital securities shall have
been made or provided for in full.

     If an event of default under the indenture has occurred and is continuing,
we, as holder of the trust's common securities, will be deemed to have waived
any right to act on the event of default under the applicable trust agreement
until the effect of all events of default relating to the capital securities
have been cured, waived or otherwise eliminated. Until the events of default
under the applicable trust agreement relating to the capital securities have
been so cured, waived or otherwise eliminated, the property trustee will act
solely on your behalf and not on our behalf as holder of the trust's common
securities, and only you and the other holders of capital securities will have
the right to direct the property trustee to act on your behalf.

LIQUIDATION DISTRIBUTION UPON TERMINATION

     Each trust agreement states that each trust shall be automatically
terminated upon the expiration of the term of the trust and shall also be
terminated on the first to occur of:

     - our bankruptcy, dissolution or liquidation;

     - the distribution of junior subordinated debt securities having a
       principal amount equal to the liquidation amount of the related capital
       securities and common securities directly to the holders of the capital
       securities and common securities. For this distribution, we must give at
       least 30 days written notice to the trustees;

                                        22
<PAGE>

     - the redemption of all of the capital securities and common securities of
       a trust; and

     - a court order for the dissolution of a trust is entered.

     If dissolution of a trust occurs as described in the first, second and
fourth bullets above, the applicable trustee shall liquidate the trust as
quickly as possible. After paying all amounts owed to creditors, the trustee
will distribute to the holders of the capital securities and the common
securities either:

     - junior subordinated debt securities having a principal amount equal to
       the liquidation amount of the related capital securities and common
       securities; or

     - if the distribution of the junior subordinated debt securities is
       determined by the property trustee not to be practical, cash assets equal
       to the aggregate liquidation amount per capital security and common
       security specified in an accompanying prospectus supplement, plus
       accumulated and unpaid distributions from that date to the date of
       payment.

     If a trust cannot pay the full amount due on its capital securities and
common securities because insufficient assets are available for payment, then
the amounts payable by the trust on its capital securities and common securities
shall be paid pro rata. However, if an event of default under the indenture has
occurred and is continuing, the total amounts due on the capital securities
shall be paid before any distribution on the common securities.

TRUST ENFORCEMENT EVENT

     An event of default under the indenture constitutes an event of default
under the amended and restated trust agreement. We refer to such an event as a
"Trust Enforcement Event." For more information on events of default under the
indenture, see "Description of the Junior Subordinated Debt Securities -- Events
of Default." Upon the occurrence and continuance of a Trust Enforcement Event,
the property trustee, as the sole holder of the junior subordinated debt
securities, will have the right under the indenture to declare the principal
amount of the junior subordinated debt securities due and payable. The amended
and restated trust agreement does not provide for any other events of default.

     If the property trustee fails to enforce its rights under the junior
subordinated debt securities after a holder of capital securities has made a
written request, that holder of capital securities may, to the extent permitted
by applicable law, institute a legal proceeding against us to enforce the
property trustee's rights under the junior subordinated debt securities and the
indenture without first instituting legal proceedings against the property
trustee or any other person. In addition, if a Trust Enforcement Event is due to
our failure to pay interest or principal on the junior subordinated debt
securities when due, then the registered holder of capital securities may
institute a direct action on or after the due date directly against us for
enforcement of payment to that holder of the principal of or interest on the
junior subordinated debt securities having a principal amount equal to the total
liquidation amount of that holder's related capital securities. In connection
with such a direct action, we will have the right under the indenture to set off
any payment made to that holder by us. The holders of capital securities will
not be able to exercise directly any other remedy available to the holders of
the junior subordinated debt securities.

     Pursuant to the amended and restated trust agreement, the holder of the
common securities will be deemed to have waived any Trust Enforcement Event
regarding the common securities until all Trust Enforcement Events regarding the
capital securities have been cured, waived or otherwise eliminated. Until all
Trust Enforcement Events regarding the capital securities have been so cured,
waived or otherwise eliminated, the property trustee will act solely on behalf
of the holders of the capital securities and only the holders of the capital
securities will have the right to direct the enforcement actions of the property
trustee.

REMOVAL OF TRUSTEES

     Unless an event of default under a trust agreement has occurred and is
continuing, we can remove and replace any trustee at any time. If an event of
default under a trust agreement has occurred and is

                                        23
<PAGE>

continuing, the property trustee and the Delaware trustee may be removed or
replaced by the holders of at least a majority in liquidation amount of the
outstanding capital securities. We are the only one that have the right to
remove or replace the administrative trustees. No resignation or removal of any
of the trustees and no appointment of a successor trustee shall be effective
until the acceptance of appointment by the successor trustee as described in the
applicable trust agreement.

CO-TRUSTEES AND SEPARATE PROPERTY TRUSTEE

     Unless an event of default under a trust agreement has occurred and is
continuing, we, as the holder of the common securities, and the administrative
trustees shall have the power:

     - to appoint one or more persons approved by the property trustee either to
       act as co-trustee, jointly with the property trustee, of all or any part
       of the trust property, or to act as a separate trustee of any trust
       property, in either case with the powers as provided in the instrument of
       appointment; and

     - to vest in the person(s) any property, title, right or power deemed
       necessary or desirable, subject to the provisions of the applicable trust
       agreement.

     If an event of default under a trust agreement has occurred and is
continuing, only the property trustee may appoint a co-trustee or separate
property trustee.

MERGER OR CONSOLIDATION OF TRUSTEES

     If any of the trustees merge, convert, or consolidate with or into another
entity or sells its trust operations to another entity, the new entity shall be
the successor of the trustee under each trust agreement, provided that the
corporation or other entity shall be qualified and eligible to be a trustee.

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST

     A trust may not merge with or into, consolidate, amalgamate, or be replaced
by or transfer or lease all or substantially all of its properties and assets to
any other entity (a merger event), except as described below. A trust may, at
our request, with the consent of the administrative trustees and without your
consent, merge with or into, consolidate, amalgamate or be replaced by another
trust provided that:

     - the successor entity either:

      -- expressly assumes all of the obligations of the trust relating to the
         capital securities; or

      -- substitutes for the capital securities other securities with terms
         substantially the same as to the capital securities (successor
         securities) so long as the successor securities have the same rank as
         the capital securities for distributions and payments upon liquidation,
         redemption and otherwise;

     - we expressly appoint a trustee of the successor entity who has the same
       powers and duties as the property trustee of the trust as it relates to
       the junior subordinated debt securities;

     - the successor securities are listed or will be listed on the same
       national securities exchange or other organization that the capital
       securities are listed on;

     - the merger event does not cause the capital securities or successor
       securities to be downgraded by any national statistical rating
       organization;

     - the merger event does not adversely affect the rights, preferences and
       privileges of the holders of the capital securities or successor
       securities in any material way;

     - the successor entity has a purpose substantially similar to that of the
       trust;

     - before the merger event, we have received an opinion of counsel stating
       that:

      -- the merger event does not adversely affect the rights of the holders of
         the capital securities or any successor securities in any material way;
         and

                                        24
<PAGE>

      -- following the merger event, neither the trust nor the successor entity
         will be required to register as an investment company under the
         Investment Company Act; and

     - we own all of the common securities of the successor entity and guarantee
       the successor entity's obligations under the successor securities in the
       same manner provided by the related guarantee.

     The trusts and any successor entity must always be classified as grantor
trusts for U.S. federal income tax purposes unless all of the holders of the
capital securities approve otherwise.

VOTING RIGHTS; AMENDMENT OF EACH TRUST AGREEMENT

     You have no voting rights except as discussed under "Description of the
Capital Securities -- Mergers, Consolidations, Amalgamations or Replacements of
the Trust" and "Description of the Guarantees -- Amendments and Assignment," and
as otherwise required by law and the applicable trust agreement. The property
trustee, the administrative trustees and us may amend each trust agreement
without your consent:

     - to fix any ambiguity or inconsistency; or

     - to modify, eliminate or add provisions to the applicable trust agreement
       as shall be necessary to ensure that each trust shall at all times be
       classified as a grantor trust for U.S. federal income tax purposes.

     The administrative trustees and we may amend each trust agreement for any
other reason as long as the holders of at least a majority in aggregate
liquidation amount of the capital securities agree, and the trustees receive an
opinion of counsel which states that the amendment will not affect the
applicable trust's status as a grantor trust for U.S. federal income tax
purposes, or its exemption from regulation as an investment company under the
Investment Company Act, except to:

     - change the amount and/or timing or otherwise adversely affect the method
       of payment of any distribution or liquidation amount on the capital
       securities or common securities; or

     - restrict your right or the right of the common security holder to
       institute suit for enforcement of any distribution or liquidation amount
       on the capital securities or common securities.

     The changes described in the two bullet points above require the approval
of each holder of the capital securities affected.

     So long as the corresponding junior subordinated debt securities of a trust
are held by the property trustee of that trust, the trustees shall not:

     - direct the time, method and place of conducting any proceeding for any
       remedy available to the trustee or executing any trust or power conferred
       on the trustee relating to the corresponding junior subordinated debt
       securities;

     - waive any past default under Section 5.13 of the indenture;

     - cancel an acceleration of the principal of the corresponding junior
       subordinated debt securities; or

     - agree to any change in the indenture or the corresponding junior
       subordinated debt securities, where the trustees' approval is required,
       without obtaining the prior approval of the holders of at least a
       majority in the aggregate liquidation amount of all outstanding related
       capital securities. However, if the indenture requires the consent of
       each holder of corresponding junior subordinated debt securities that is
       affected, then the property trustee must get approval of all holders of
       capital securities.

     The trustees cannot change anything previously approved by you without your
approval to make the change. The property trustee shall notify you of any notice
of default relating to the corresponding junior subordinated debt securities.

                                        25
<PAGE>

     In addition, before taking any of the actions described above, we must
obtain an opinion of counsel experienced in these matters, addressed to the
applicable trustee or trustees, stating that the trust will continue to be
classified as a grantor trust for U.S. federal income tax purposes.

     As described in each trust agreement, the property trustee may hold a
meeting so that you may vote on a change or request that you approve the change
by written consent.

     Your vote or consent is not required for the trust to redeem and cancel its
capital securities under the trust agreement.

     If your vote is taken or a consent is obtained, any capital securities that
are owned by us, the trustees or any affiliate of either of us shall, for
purposes of the vote or consent, be treated as if they were not outstanding.

GLOBAL CAPITAL SECURITIES

     The capital securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a depositary identified in the applicable prospectus supplement. The
specific terms of the depositary arrangements for a series of capital securities
will be described in the applicable prospectus supplement. See "Book-Entry
Issuance."

PAYMENT AND PAYING AGENTS

     Payments regarding the capital securities will be made to a depositary,
which will credit the relevant accounts at the depositary on the applicable
distribution dates or, if any trusts capital securities are not held by a
depositary, the payments will be made by check mailed to the address of the
holder entitled to it at the address listed in the register.

     Unless otherwise specified in the applicable prospectus supplement, the
paying agent will initially be the property trustee. The paying agent will be
permitted to resign as paying agent with 30 days' written notice to the property
trustee and to us. If the property trustee is no longer the paying agent, the
administrative trustees will appoint a successor (which shall be a bank or trust
company acceptable to the administrative trustees and to us) to act as paying
agent.

REGISTRAR AND TRANSFER AGENT

     Unless otherwise specified in the applicable prospectus supplement, the
property trustee will act as registrar and transfer agent for the capital
securities.

     Registration of transfers of capital securities will be effected without
charge by or on behalf of each trust, after payment of any tax or other
governmental charges that are imposed in connection with any transfer or
exchange. No transfers of capital securities called for redemption will be
registered.

INFORMATION ABOUT THE PROPERTY TRUSTEE

     The property trustee will perform only those duties that are specifically
stated in each trust agreement. If an event of default arises under a trust
agreement, the property trustee must use the same degree of care and skill in
the exercise of its duties as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs. The property trustee is
under no obligation to exercise any of the rights or powers given it by the
applicable trust agreement at your request unless it is offered security or
indemnity satisfactory to the property trustee against the costs, expenses and
liabilities that it might incur by complying with such request.

                                        26
<PAGE>

MISCELLANEOUS

     The administrative trustees are authorized and directed to conduct the
affairs of and to operate the trusts in the manner that:

     - no trust will be deemed to be an investment company required to be
       registered under the Investment Company Act or to fail to be classified
       as a grantor trust for U.S. federal income tax purposes; and

     - the corresponding junior subordinated debt securities will be treated as
       our indebtedness for U.S. federal income tax purposes.

     In this connection, the administrative trustees and us are authorized to
take any action, consistent with applicable law or the certificate of trust of
each trust or each trust agreement, that we each determine in our discretion to
be necessary or desirable for these purposes.

     You have no preemptive or similar rights. A trust may not borrow money,
issue Debt or mortgages, or pledge any of its assets.

                                        27
<PAGE>

                         DESCRIPTION OF THE GUARANTEES

GENERAL

     We will execute a guarantee for your benefit at the same time that a trust
issues the capital securities. The guarantee trustee will hold the guarantee for
your benefit. The guarantee will be qualified as an indenture under the Trust
Indenture Act. The form of guarantee has been filed as an exhibit to the
registration statement.

     This section summarizes the material terms and provisions of the
guarantees. Because this is only a summary, it does not contain all of the
details found in the full text of the guarantees. If you would like additional
information you should read the form of guarantee agreement.

     We will irrevocably agree to pay to you in full the following payments
(guarantee payments), to the extent not paid by a Trust, as and when due,
regardless of any defense, right of set-off or counterclaim which the trust may
have or assert other than the defense of payment:

     - any accumulated and unpaid distributions required to be paid on the
       capital securities, to the extent that the trust has applicable funds
       available to make the payment;

     - the redemption price and all accrued and unpaid distributions to the date
       of redemption on the capital securities called for redemption, to the
       extent that the trust has funds available to make the payment; or

     - in the event of a voluntary or involuntary dissolution, winding up or
       liquidation of the trust (other than in connection with a distribution of
       corresponding junior subordinated debt securities to you or the
       redemption of all the related capital securities), the lesser of:

      -- the aggregate of the liquidation amount specified in the applicable
         prospectus supplement for each capital security plus all accrued and
         unpaid distributions on the capital securities to the date of payment;
         and

      -- the amount of assets of the trust remaining available for distribution
         to you.

     We can satisfy our obligation to make a guarantee payment by direct payment
to you of the required amounts or by causing the trust to pay those amounts to
the holders.

     Each guarantee will be an irrevocable guarantee on a subordinated basis of
the related trust's obligations under the capital securities, but will apply
only to the extent that the related trust has funds sufficient to make the
payments, and is not a guarantee of collection.

     No single document executed by us that is related to the issuance of the
capital securities will provide for our full, irrevocable and unconditional
guarantee of the capital securities. It is only the combined operation of the
applicable guarantee, the applicable trust agreement, the indenture and the
expense agreement that has the effect of providing a full, irrevocable and
unconditional guarantee of the trust's obligations under its capital securities.

STATUS OF GUARANTEES

     Each guarantee will constitute an unsecured obligation of ours and will
rank subordinate and junior in right of payment to all of our Senior and
Subordinated Debt.

     Each guarantee will rank equally with all other guarantees issued by us.
The guarantee will constitute a guarantee of payment and not of collection (in
other words you may sue us, or seek other remedies, to enforce your rights under
the guarantee without first suing any other person or entity). Each guarantee
will be held for your benefit. Each guarantee will not be discharged except by
payment of the guarantee payments in full to the extent not previously paid by
the trust or upon distribution to you of the corresponding series of junior
subordinated debt securities. None of the guarantees places a limitation on the
amount of additional Senior and Subordinated Debt that we may incur. We expect
to incur from time to time additional indebtedness constituting Senior and
Subordinated Debt.
                                        28
<PAGE>

AMENDMENTS AND ASSIGNMENT

     Except regarding any changes which do not adversely affect your rights in
any material respect (in which case your consent will not be required), the
guarantee may only be amended with the prior approval of the holders of at least
a majority in aggregate liquidation amount of the outstanding capital
securities. A description of the manner in which approval may be obtained is
described under "Description of the Capital Securities -- Voting Rights;
Amendment of Each Trust Agreement." All guarantees and agreements contained in
each guarantee will be binding on our successors, assigns, receivers, trustees
and representatives and shall inure to the benefit of the holders of the related
capital securities then outstanding.

EVENTS OF DEFAULT

     An event of default under each guarantee occurs if we fail to make any of
our required payments or perform our obligations under the guarantee. The
holders of at least a majority in aggregate liquidation amount of the related
capital securities will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the guarantee trustee
relating to the guarantee or to direct the exercise of any trust or power given
to the guarantee trustee under the guarantee.

     You may institute a legal proceeding directly against us to enforce your
rights under the guarantee without first instituting a legal proceeding against
the trust, the guarantee trustee or any other person or entity.

     As guarantor, we are required to file annually with the guarantee trustee a
certificate stating whether or not we are in compliance with all the conditions
and covenants applicable to us under the guarantee.

INFORMATION ABOUT THE GUARANTEE TRUSTEE

     The guarantee trustee, other than during the occurrence and continuance of
an event of default by us in the performance of any guarantee, will only perform
the duties that are specifically described in the guarantee. After an event of
default on any guarantee, the guarantee trustee will exercise the same degree of
care and skill as a prudent person would exercise or use in the conduct of his
or her own affairs. Subject to this provision, the guarantee trustee is under no
obligation to exercise any of its powers as described in the guarantee at your
request unless it is offered reasonable indemnity against the costs, expenses
and liabilities that it might incur.

TERMINATION OF CAPITAL SECURITIES GUARANTEES

     Each guarantee will terminate once the related capital securities are paid
in full or upon distribution of the corresponding series of junior subordinated
debt securities to you. Each guarantee will continue to be effective or will be
reinstated if at any time you are required to restore payment of any sums paid
under the capital securities or the guarantee.

                                        29
<PAGE>

RELATIONSHIP AMONG THE CAPITAL SECURITIES, THE CORRESPONDING JUNIOR SUBORDINATED
                       DEBT SECURITIES AND THE GUARANTEES

FULL AND UNCONDITIONAL GUARANTEE

     Payments of distributions and other amounts due on the capital securities
(to the extent the trust has funds available for the payments) will be
irrevocably guaranteed by us to the extent described under "Description of the
Guarantees." No single document executed by us in connection with the issuance
of the capital securities will provide for our full, irrevocable and
unconditional guarantee of the capital securities. It is only the combined
operation of our obligations under the related guarantee, the related trust
agreement, the corresponding series of junior subordinated debt securities, the
indenture and the expense agreement that has the effect of providing a full,
irrevocable and unconditional guarantee of the trust's obligations under the
related series of capital securities.

     If we do not make payments on any series of corresponding junior
subordinated debt securities, the related trust will not pay distributions or
other amounts on the related capital securities. The guarantee does not cover
payments of distributions when the related trust does not have sufficient funds
to pay such distributions. If that occurs, your remedy is to sue us, or seek
other remedies, to enforce your rights without first instituting a legal
proceeding against the guarantee trustee.

SUFFICIENCY OF PAYMENTS

     As long as we make payments of interest and other payments when due on each
series of corresponding junior subordinated debt securities, the payments will
be sufficient to cover the payment of distributions and other payments due on
the related capital securities, primarily because:

     - the aggregate principal amount of each series of corresponding junior
       subordinated debt securities will be equal to the sum of the aggregate
       liquidation amount of the related capital securities and common
       securities;

     - the interest rate and interest and other payment dates on each series of
       corresponding junior subordinated debt securities will match the
       distribution rate and distribution and other payment dates for the
       related capital securities;

     - we shall pay for any and all costs, expenses and liabilities of a trust
       except the trust's obligations to holders of its capital securities under
       the capital securities; and

     - each trust agreement provides that the trust will not engage in any
       activity that is inconsistent with the limited purposes of the trust.

     We have the right to set-off any payment we are otherwise required to make
under the indenture with and to the extent we have made, or are concurrently on
the date of the payment making, a payment under the related guarantee.

ENFORCEMENT RIGHTS OF HOLDERS OF CAPITAL SECURITIES

     You may institute a legal proceeding directly against us to enforce your
rights under the related guarantee without first instituting a legal proceeding
against the guarantee trustee, the related trust or any other person or entity.

     A default or event of default under any of our Senior and Subordinated Debt
would not constitute a default or event of default under the trust agreements.
However, in the event of payment defaults under, or acceleration of, any of our
Senior and Subordinated Debt, the subordination provisions of the indenture
provide that no payments will be made regarding the corresponding junior
subordinated debt securities until the Senior and Subordinated Debt has been
paid in full or any payment default on it has been cured or waived. Failure to
make required payments on any series of corresponding junior subordinated debt
securities would constitute an event of default under the trust agreements.

                                        30
<PAGE>

LIMITED PURPOSE OF TRUSTS

     Each trust's capital securities evidence a beneficial interest in the
respective trust, and each trust exists for the sole purpose of issuing its
capital securities and common securities and investing the proceeds in
corresponding junior subordinated debt securities. A principal difference
between the rights of a holder of a capital security and a holder of a
corresponding junior subordinated debt security is that a holder of a
corresponding junior subordinated debt security is entitled to receive from us
the principal amount of and interest accrued on corresponding junior
subordinated debt securities held, while a holder of capital securities is
entitled to receive distributions from the trust (or from us under the
applicable guarantee) if and to the extent the trust has funds available for the
payment of distributions.

RIGHTS UPON TERMINATION

     In the event of any voluntary or involuntary termination winding up or
liquidation of any trust involving a liquidation of the corresponding junior
subordinated debt securities held by a trust, you will be entitled to receive,
out of assets held by that trust, the liquidation distribution in cash. See
"Description of Capital Securities -- Liquidation Distribution Upon
Termination." In the event of our voluntary or involuntary liquidation or
bankruptcy, the property trustee, as holder of the corresponding junior
subordinated debt securities, would be a subordinated creditor of ours,
subordinated in right of payment to all senior debt, but entitled to receive
payment in full of principal, premium, if any, and interest, before any of our
common stockholders receive payments or distributions. Since we are the
guarantor under each guarantee and have agreed to pay for all costs, expenses
and liabilities of each trust (other than the trust's obligations to you), your
position and the position of a holder of the corresponding junior subordinated
debt securities relative to other creditors and to our stockholders in the event
of our liquidation or bankruptcy are expected to be substantially the same.

                                        31
<PAGE>

                              BOOK-ENTRY ISSUANCE

     DTC will act as securities depositary for all of the capital securities and
the junior subordinated debt securities, unless otherwise stated in the
applicable prospectus supplement. We will issue the capital securities and
junior subordinated debt securities only as fully-registered securities
registered in the name of Cede & Co. (DTC's nominee). We will issue and deposit
with DTC one or more fully-registered global certificates for the capital
securities of each trust and junior subordinated debt securities representing in
the aggregate, the total number of the trust's capital securities or aggregate
principal balance of junior subordinated debt securities, respectively.

     DTC is a limited purpose trust company organized under the New York Banking
Law, a banking organization under the meaning of the New York Banking Law, a
member of the Federal Reserve System, a clearing corporation under the meaning
of the New York Uniform Commercial Code, and a clearing agency registered under
the provisions of Section 17A of the Exchange Act. DTC holds securities that its
participants deposit with DTC. DTC also facilitates the settlement among
participants of securities transactions, like transfers and pledges, in
deposited securities through electronic computerized book-entry changes in the
participants' accounts, eliminating in this manner the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations and other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Others like securities brokers
and dealers, banks and trust companies that clear through or maintain custodial
relationships with Direct Participants, either directly or indirectly, the
Indirect Participants, also have access to the DTC system. The rules applicable
to DTC and its participants are on file with the SEC.

     Purchases of capital securities or junior subordinated debt securities
within the DTC system must be made by or through Direct Participants, who will
receive a credit for the capital securities or junior subordinated debt
securities on DTC's records. The ownership interest of each actual purchaser of
each capital security and each junior subordinated debt securities is in turn to
be recorded on the Direct and Indirect Participants' records. DTC will not send
written confirmation to Beneficial Owners of their purchases, but Beneficial
Owners are expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from the Direct
or Indirect Participants through which the Beneficial Owners purchased capital
securities or junior subordinated debt securities. Transfers of ownership
interests in the capital securities or junior subordinated debt securities are
to be accomplished by entries made on the books of participants acting on behalf
of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in capital securities or junior
subordinated debt securities, unless the book-entry system for the capital
securities of the trust or junior subordinated debt securities is discontinued.

     DTC has no knowledge of the actual Beneficial Owners of the capital
securities or junior subordinated debt securities. DTC's records reflect only
the identity of the Direct Participants to whose accounts the capital securities
or junior subordinated debt securities are credited, which may or may not be the
Beneficial Owners. The participants will remain responsible for keeping account
of their holdings on behalf of their customers.

     Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners and the voting
rights of Direct Participants, Indirect Participants and Beneficial Owners,
subject to any statutory or regulatory requirements as is in effect from time to
time, will be governed by arrangements among them.

     We will send redemption notices to Cede & Co. as the registered holder of
the capital securities or junior subordinated debt securities. If less than all
of a trust's capital securities or the junior subordinated debt securities are
redeemed, DTC's current practice is to determine by lot the amount of the
interest of each Direct Participant to be redeemed.

                                        32
<PAGE>

     Although voting on the capital securities or the junior subordinated debt
securities is limited to the holders of record of the capital securities or
junior subordinated debt securities, in those instances in which a vote is
required, neither DTC nor Cede & Co. will itself consent or vote on capital
securities or junior subordinated debt securities. Under its usual procedures,
DTC would mail an Omnibus Proxy to the relevant trustee as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to Direct Participants for whose accounts the capital securities
or junior subordinated debt securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

     The relevant trustee will make distribution payments on the capital
securities or on the junior subordinated debt securities to DTC. DTC's practice
is to credit Direct Participants' accounts on the relevant payment date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payments on the payment date.
Standing instructions and customary practices will govern payments from
participants to Beneficial Owners. Subject to any statutory or regulatory
requirements, participants, and not DTC, the relevant trustee, trust or us will
be responsible for the payment. The relevant trustee is responsible for payment
of distributions to DTC. Direct and Indirect Participants are responsible for
the disbursement of the payments to the Beneficial Owners.

     DTC may discontinue providing its services as securities depositary on any
of the capital securities or the junior subordinated debt securities at any time
by giving reasonable notice to the relevant trustee and to us. If a successor
securities depositary is not obtained, final capital securities or junior
subordinated debt securities certificates must be printed and delivered. We may
at our option decide to discontinue the use of the system of book-entry
transfers through DTC (or a successor depositary). After an event of default,
the holders of a majority in liquidation amount of capital securities or
aggregate principal amount of junior subordinated debt securities may
discontinue the system of book-entry transfers through DTC. In this case, final
certificates for the capital securities or junior subordinated debt securities
will be printed and delivered.

     The trusts and Associated have obtained the information in this section
about DTC and DTC's book-entry system from sources that they believe to be
accurate, but the trusts and Associated assume no responsibility for the
accuracy of the information. Neither the trusts nor Associated have any
responsibility for the performance by DTC or its participants of their
respective obligations as described in this prospectus or under the rules and
procedures governing their respective operations.

                                        33
<PAGE>

                              PLAN OF DISTRIBUTION

     We may sell the securities:

     - through underwriters or dealers;

     - directly to one or more purchasers; or

     - through agents.

     The applicable prospectus supplement will include the names of
underwriters, dealers or agents retained. The applicable prospectus supplement
will also include the purchase price of the securities, our proceeds from the
sale, any underwriting discounts or commissions and other items constituting
underwriters' compensation, and any securities exchanges on which the securities
are listed.

     The underwriters will acquire the securities for their own account. They
may resell the securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The obligations of the underwriters to purchase the
securities will be subject to some conditions. The underwriters will be
obligated to purchase all the securities offered if any of the securities are
purchased. Any initial public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to time.

     Underwriters, dealers, and agents that participate in the distribution of
the securities may be underwriters as defined in the Securities Act, and any
discounts or commissions received by them from us and any profit on the resale
of the securities by them may be treated as underwriting discounts and
commissions under the Securities Act.

     We may have agreements with the underwriters, dealers, and agents to
indemnify them against some civil liabilities, including liabilities under the
Act, or to contribute to payments which the underwriters, dealers or agents may
be required to make.

     Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.

     We may authorize underwriters, dealers and agents to solicit offers by
certain specified institutions to purchase securities from us at the public
offering price stated in the applicable prospectus supplement on delayed
delivery contracts providing for payment and delivery on a specified date in the
future. These contracts will be subject only to the conditions included in the
applicable prospectus supplement, and the prospectus supplement will specify the
commission payable for solicitation of such contracts.

     Unless the applicable prospectus supplement states otherwise, all
securities except for common stock will be new issues of securities with no
established trading market. Any underwriters who purchase securities from us for
public offering and sale may make a market in such securities, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. We cannot assure you that the trading market
for any securities will be liquid.

     The dealers/underwriters do not intend to make sales of the capital
securities to accounts over which they exercise discretionary authority without
obtaining the prior written approval of the account holder.

                                    EXPERTS

     The consolidated financial statements of Associated Banc-Corp as of
December 31, 2001 and December 31, 2000, and for each of the years in the
three-year period ended December 31, 2001, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.

                                        34
<PAGE>

                                 LEGAL MATTERS

     Unless otherwise indicated in the applicable prospectus supplement, some
legal matters will be passed upon for us by Reinhart Boerner Van Deuren s.c.,
Milwaukee, Wisconsin, our legal counsel, and for the underwriters by Simpson
Thacher & Bartlett, New York, New York. Richards, Layton & Finger, P.A.,
Wilmington, Delaware will pass on some legal matters for the trusts. Reinhart
Boerner Van Deuren s.c. and Simpson Thacher & Bartlett will rely on the opinion
of Richards, Layton & Finger, P.A., as to matters of Delaware law.

                                    GLOSSARY

     Below are abbreviated definitions of capitalized terms used in this
prospectus and in the applicable prospectus supplement. The applicable
prospectus supplement may contain a more complete definition of some of the
terms defined here and reference should be made to the applicable prospectus
supplement for a more complete definition of these terms.

     "Additional Sums" refers to the additional amounts required to be paid so
that the amount of distributions due and payable by a trust on outstanding
capital securities and common securities shall not be reduced because of any
additional taxes, duties and other governmental charges to which a trustee is
subject because of a Tax Event.

     "Beneficial Owner" refers to the ownership interest of each actual
purchaser of each debt security.

     "Company" refers to Associated Banc-Corp and its subsidiaries, unless
otherwise stated.

     "Debt" means, for any person, whether recourse is to all or a portion of
the assets of the person and whether or not contingent:

     - every obligation of the person for money borrowed;

     - every obligation of the person evidenced by bonds, debt securities, notes
       or other similar instruments;

     - every reimbursement obligation of the person regarding letters of credit,
       bankers' acceptances or similar facilities issued for the account of the
       person;

     - every obligation of the person issued or assumed as the deferred purchase
       price of property or services, including obligations incurred in
       connection with the acquisition of property, assets or businesses (but
       excluding trade accounts payable or accrued liabilities arising in the
       ordinary course of business);

     - every capital lease obligation of the person;

     - all indebtedness of the person for claims relating to derivative products
       including interest rate, foreign exchange rate and commodity forward
       contracts, options and swaps and similar arrangements; and

     - every obligation of the type referred to in the first through the sixth
       bullet points above of another person and all dividends of another person
       the payment of which, in either case, the person has guaranteed or is
       responsible or liable for, directly or indirectly, as obligor or
       otherwise.

     "Depositary" refers to a bank or trust company selected by us, having its
principal office in the United States, and having a combined capital and surplus
of at least $50 million, and where we will deposit the shares of any series of
the preferred stock underlying the depositary shares under a separate deposit
agreement between us and that bank or trust company.

     "Direct Participants" refers to securities brokers and dealers, banks,
trust companies, clearing corporations and other organizations who, with the New
York Stock Exchange, Inc., the American Stock Exchange Inc., and the National
Association of Securities Dealers, Inc., own DTC. Purchases of debt

                                        35
<PAGE>

securities within the DTC system must be made by or through Direct Participants
who will receive a credit for the debt securities on DTC's records.

     "Indirect Participants" refers to others, like securities brokers and
dealers, banks and trust companies that clear through or maintain custodial
relationships with Direct Participants, either directly or indirectly, and who
also have access to the DTC system.

     "Omnibus Proxy" refers to the omnibus proxy that DTC would mail under its
usual procedures to the relevant trustee as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to
Direct Participants for whose accounts the debt securities are credited on the
record date.

     "Senior and Subordinated Debt" means the principal of, premium, if any, and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to us whether or not the
claim for post-petition interest is allowed in the proceeding) on, our Debt
whether incurred on, before or subsequent to the date of the indenture, unless,
in the instrument creating or evidencing the Debt or under which the Debt is
outstanding, it is provided that the obligations are not superior in right of
payment to the junior subordinated debt securities or to other Debt which ranks
equally with, or subordinated to, the junior subordinated debt securities.
However, Senior and Subordinated Debt shall not include:

     - any of our Debt which, when incurred and without regard to any election
       under section 1111(b) of the Bankruptcy Code, was without recourse to us;

     - any of our Debt to any of our subsidiaries;

     - Debt that by its terms is subordinated to trade accounts payable or
       accrued liabilities arising in the ordinary course of business, to the
       extent provided in the indenture;

     - Debt to any of our employees; and

     - any other debt securities issued under our indenture.

     "Tier 1 Capital" refers to the sum of core capital elements, less goodwill
and other intangible assets. The core capital elements include: common
stockholders' equity, qualifying noncumulative perpetual preferred stock
(including related surplus), qualifying cumulative perpetual preferred stock
(including related surplus), and minority interest in the equity account of
consolidated subsidiaries.

                                        36
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          [ASSOCIATED BANC-CORP LOGO]

                              PREFERRED SECURITIES

                                 ASBC CAPITAL I

                % TRUST ORIGINATED PREFERRED SECURITIES(SM) (TOPRS(SM))

    FULLY AND UNCONDITIONALLY GUARANTEED, AS DESCRIBED IN THIS PROSPECTUS BY

                              ASSOCIATED BANC-CORP

                             ----------------------
                             PROSPECTUS SUPPLEMENT
                             ----------------------

                              MERRILL LYNCH & CO.

                                LEHMAN BROTHERS

                              SALOMON SMITH BARNEY

                        SANDLER O'NEILL & PARTNERS, L.P.

                                  UBS WARBURG

                           CREDIT SUISSE FIRST BOSTON

                                    JPMORGAN

                             ROBERT W. BAIRD & CO.

                                          , 2002

- ---------------

"Trust Originated Preferred Securities" and "TOPrS" are service marks of Merrill
Lynch & Co., Inc.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The estimated expenses payable by Associated Banc-Corp in connection with
the offering described in this Registration Statement (other than underwriting
discounts and commissions) are as follows:

<Table>
<S>                                                           <C>
SEC registration fee........................................  $ 27,600
Printing and engraving expenses.............................    50,000
Accounting fees and expenses................................    10,000
Legal fees and expenses.....................................    85,000
Trustee's and Depository fees and expenses..................    12,000
Blue Sky fees and expenses..................................     5,000
Miscellaneous...............................................    20,400
                                                              --------
          Total.............................................  $210,000
                                                              ========
</Table>

- ---------------

* All fees and expenses other than the SEC registration fee are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Associated Banc-Corp is incorporated under the Wisconsin Business
Corporation Law (the "WBCL"). Under Section 180.0851 of the WBCL, Associated
Banc-Corp shall indemnify a director or officer, to the extent such person is
successful on the merits or otherwise in the defense of a proceeding, for all
reasonable expenses incurred in the proceeding, if such person was a party to
such proceeding because he or she was a director or officer of Associated
Banc-Corp. In all other cases, Associated Bank-Corp shall indemnify a director
or officer against liability incurred in a proceeding to which such person was a
party because he or she was a director or officer of Associated Banc-Corp,
unless liability was incurred because he or she breached or failed to perform a
duty owed to Associated Banc-Corp and such breach or failure to perform
constitutes: (i) a willful failure to deal fairly with Associated Banc-Corp or
its shareholders in connection with a matter in which the director or officer
has a material conflict of interest; (ii) a violation of criminal law, unless
the director or officer had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful; (iii)
a transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct. Section 180.0858 of the WBCL provides that
subject to certain limitations, the mandatory indemnification provisions do not
preclude any additional right to indemnification or allowance of expenses that a
director or officer may have under Associated Banc-Corp's articles of
incorporation, bylaws, a written agreement between the director or officer and
Associated Banc-Corp or a resolution of the Board of Directors or adopted by
majority vote of Associated Banc-Corp's shareholders.

     Section 180.0859 of the WBCL provides that it is the public policy of the
State of Wisconsin to require or permit indemnification, allowance of expenses,
and insurance to the extent required or permitted under Sections 180.0850 to
180.0858 of the WBCL for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating the offer,
sale, or purchase of securities.

     Associated Banc-Corp's Articles of Incorporation contain no provisions in
relation to the indemnification of directors and officers of Associated
Banc-Corp.

     Article XI of Associated Banc-Corp's Bylaws ("Article XI") authorizes
indemnification of officers and directors of Associated Banc-Corp consistent
with the description of the indemnification provisions in Section 180.0851 of
the WBCL as described above. Article XI provides that Associated Banc-Corp shall
indemnify a director, officer, employee or agent of Associated Banc-Corp to the
extent such individual has

                                       II-1
<PAGE>

been successful on the merits or otherwise in the defense of any threatened,
pending, or completed civil, criminal, administrative, or investigative action,
suit, arbitration, or other proceeding, whether formal or informal (including,
but not limited to, any act or failure to act alleged or determined (i) to have
been negligent, (ii) to have violated the Employee Retirement Income Security
Act of 1974; or (iii) to have violated Sections 180.0832, 180.0833, and 180.1202
of the WBCL, or any successor thereto, regarding loans to directors, unlawful
distributions and distributions of assets, which involves foreign, federal,
state or local law and which is brought by or in the right of Associated
Banc-Corp or by any other person or entity, to which the director, officer,
employee, or agent was a party because he or she is a director, officer,
employee, or agent. In all other cases, Associated Banc-Corp shall indemnify a
director, officer, employee, or agent of Associated Banc-Corp against liability
and expenses incurred by such person in a proceeding unless it shall have been
proven by final judicial adjudication that such person breached or failed to
perform a duty owed to Associated Banc-Corp under the circumstances described
above as set forth in Section 180.0851 of the WBCL. Article XI defines a
"director, officer, employee or agent" as (i) a natural person who, is or was a
director, officer, employee or agent of Associated Banc-Corp; (ii) a natural
person who, while a director, officer, employee or agent of Associated
Banc-Corp, is or was serving either pursuant to Associated Banc-Corp's specific
request or as a result of the nature of such person's duties to Associated
Banc-Corp as a director, officer, partner, trustee, member of any governing or
decision making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust, or other enterprise; (iii) a
person who, while a director, officer, employee or agent of Associated
Banc-Corp, is or was serving an employee benefit plan because his or her duties
to Associated Banc-Corp also impose duties on, or otherwise involve services by,
the person to the plan or to participants in or beneficiaries of the plan; and
(iv) unless the context requires otherwise, the estate or personal
representative of a director, officer, employee, or agent.

     All officers, directors, employees, and agents of controlled subsidiaries
of Associated Banc-Corp shall be deemed for purposes or Article XI to be serving
as such officers, directors, employees, and agents at the request of Associated
Banc-Corp. The right to indemnification granted to such officers and directors
by Article XI is not subject to any limitation or restriction imposed by any
provision of the Articles of Incorporation or Bylaws of a controlled subsidiary.
For purposes of Article XI, a "controlled subsidiary" means any corporation at
least 80% of the outstanding voting stock of which is owned by Associated Banc-
Corp or another controlled subsidiary of Associated Banc-Corp.

     Upon written request by a director, officer, employee, or agent who is a
party to a proceeding, Associated Banc-Corp shall pay or reimburse his or her
reasonable expenses as incurred if the director, officer, employee, or agent
provides Associated Banc-Corp with: (i) a written affirmation of his or her good
faith belief that he or she is entitled to indemnification under Article XI; and
(ii) a written undertaking to repay all amounts advanced without interest to the
extent that it is ultimately determined that indemnification under Article XI is
prohibited. Associated Banc-Corp shall have the power to purchase and maintain
insurance on behalf of any person who is a director, officer, employee, or agent
against any liability asserted against or incurred by the individual in any such
capacity arising out of his or her status as such, regardless of whether
Associated Banc-Corp is required or authorized to indemnify or allow expenses to
the individual under Article XI.

     The right to indemnification under Article XI may be amended only by a
majority vote of the shareholders and any reduction in the right to
indemnification may only be prospective from the date of such vote.

                                       II-2
<PAGE>

ITEM 16.  EXHIBITS

     See Exhibit Index.

ITEM 17.  UNDERTAKINGS

     (a) Each of the undersigned registrants hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement (i) To
     include any prospectus required by Section 10(a)(3) of the Securities Act
     of 1933, as amended (the "Securities Act"); (ii) To reflect in the
     prospectus any facts or events arising after the effective date of the
     Registration Statement (or the most recent post-effective amendment
     thereof) which, individually or in the aggregate, represent a fundamental
     change in the information set forth in the Registration Statement; (iii) To
     include any material information with respect to the plan of distribution
     not previously disclosed in the Registration Statement or any material
     change to such information in the Registration Statement.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
     not apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed with
     or furnished to the Commission by Associated Banc-Corp pursuant to Section
     13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act") that are incorporated by reference in the Registration
     Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new Registration Statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) Each of the undersigned registrants hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
Associated Banc-Corp's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of each
registrant pursuant to the foregoing provisions, or otherwise, each registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by each registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, each registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


     (d) Each of the undersigned registrants hereby undertakes:



          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrant pursuant to Rule 424(b) under
     the Securities Act shall be deemed to be part of this registration
     statement as of the time it was declared effective.

                                       II-3
<PAGE>


          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.


                                       II-4
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, Associated
Banc-Corp certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Green Bay, Wisconsin on May 17, 2002.


                                          ASSOCIATED BANC-CORP

                                          By:    /s/ ROBERT C. GALLAGHER
                                            ------------------------------------
                                                    Robert C. Gallagher
                                               President and Chief Executive
                                                           Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities indicated on May 17, 2002.


<Table>
<Caption>
SIGNATURE                                                          TITLE                       DATE
- ---------                                                          -----                       ----
<S>     <C>                                          <C>                                  <C>

             /s/ ROBERT C. GALLAGHER                 President, Chief Executive Officer         *
 ------------------------------------------------               and Director
               Robert C. Gallagher


               /s/ JOSEPH B. SELNER                  Chief Financial Officer, Principal         *
 ------------------------------------------------     Financial Officer and Principal
                 Joseph B. Selner                            Accounting Officer


                        *                                  Chairman of the Board                *
 ------------------------------------------------
                   H.B. Conlon


                        *                                Vice Chairman of the Board             *
 ------------------------------------------------
                 John C. Seramur


                        *                                         Director                      *
 ------------------------------------------------
              Robert S. Gaiswinkler


                        *                                         Director                      *
 ------------------------------------------------
                 Ronald R. Harder


                        *                                         Director                      *
 ------------------------------------------------
              William R. Hutchinson


                        *                                         Director                      *
 ------------------------------------------------
               Robert P. Konopacky


                        *                                         Director                      *
 ------------------------------------------------
                 George R. Leach
</Table>

                                       II-5
<PAGE>


<Table>
<Caption>
SIGNATURE                                                          TITLE                       DATE
- ---------                                                          -----                       ----

<S>     <C>                                          <C>                                  <C>

                        *                                         Director                      *
 ------------------------------------------------
                   John C. Meng


                        *                                         Director                      *
 ------------------------------------------------
                 J. Douglas Quick


                        *                                         Director                      *
 ------------------------------------------------
                 John H. Sproule


 *By:              /s/ BRIAN R. BODAGER                                                    May 17, 2002
        -----------------------------------------
            Brian R. Bodager, Attorney-in-fact
</Table>


                                       II-6
<PAGE>


     Pursuant to the requirements of the Securities Act of 1933, ASBC Capital I
certifies it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Green Bay, Wisconsin on May 17, 2002.


                                          ASBC CAPITAL I




                                          By: Associated Banc-Corp, as Depositor




                                          By:    /s/ ROBERT C. GALLAGHER
                                            ------------------------------------
                                                    Robert C. Gallagher
                                               President and Chief Executive
                                                           Officer

                                       II-7
<PAGE>


     Pursuant to the requirements of the Securities Act of 1933, ASBC Capital II
certifies it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Green Bay, Wisconsin on May 17, 2002.


                                          ASBC CAPITAL II







                                          By: Associated Banc-Corp, as Depositor

                                          By:    /s/ ROBERT C. GALLAGHER
                                            ------------------------------------
                                                    Robert C. Gallagher
                                               President and Chief Executive
                                                           Officer

                                       II-8
<PAGE>


     Pursuant to the requirements of the Securities Act of 1933, ASBC Capital
III certifies it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Green Bay, Wisconsin on May 17, 2002.


                                          ASBC CAPITAL III




                                          By: Associated Banc-Corp, as Depositor




                                          By:    /s/ ROBERT C. GALLAGHER
                                            ------------------------------------
                                                    Robert C. Gallagher
                                               President and Chief Executive
                                                           Officer

                                       II-9
<PAGE>

                                 EXHIBIT INDEX


<Table>
<Caption>
EXHIBIT
  NO.                               DOCUMENT
- -------                             --------
<S>       <C>
1         Form of Underwriting Agreement*
3(a)      Articles of Incorporation, as amended and restated,
          incorporated by reference to Exhibit 3(a) of the
          Registrant's Annual Report on Form 10-K filed for the year
          ended December 31, 1997, SEC File No. 0-5519.
3(b)      Bylaws, as amended, incorporated by reference to Exhibit
          3(b) of the Registrant's Annual Report on Form 10-K filed
          for the year ended December 31, 1997, SEC File No. 0-5519.
4(a)      Form of Junior Subordinated Indenture between Associated
          Banc-Corp and BNY Midwest Trust Company, as Trustee.**
4(b)      Certificate of Trust for ASBC Capital I**
4(c)      Certificate of Trust for ASBC Capital II**
4(d)      Certificate of Trust for ASBC Capital III**
4(e)      Trust Agreement for ASBC Capital I among Associated
          Banc-Corp, as Depositor, The Bank of New York (Delaware), as
          Delaware Trustee and the Administrative Trustees named
          therein.**
4(f)      Trust Agreement for ASBC Capital II among Associated
          Banc-Corp, as Depositor, The Bank of New York (Delaware), as
          Delaware Trustee and the Administrative Trustees named
          therein.**
4(g)      Trust Agreement for ASBC Capital III among Associated
          Banc-Corp, as Depositor, The Bank of New York (Delaware), as
          Delaware Trustee and the Administrative Trustees named
          therein.**
4(h)      Form of Amended and Restated Trust Agreement for ASBC
          Capital I, ASBC Capital II and ASBC Capital III among
          Associated Banc-Corp, as Sponsor, BNY Midwest Trust Company,
          as Property Trustee, The Bank of New York (Delaware), as
          Delaware Trustee and the Administrative Trustees named
          therein.**
4(i)      Form of Capital Security Certificate for ASBC Capital I,
          ASBC Capital II and ASBC Capital III (included as Exhibit A
          to Exhibit 4(h)).
4(j)      Form of Guarantee Agreement for each of ASBC Capital I, ASBC
          Capital II and ASBC Capital III between Associated
          Banc-Corp, as guarantor, and BNY Midwest Trust Company, as
          trustee.**
4(k)      Form of Junior Subordinated Debt Security (included in
          Exhibit 4(a))
5(a)      Opinion of Reinhart Boerner Van Deuren s.c. regarding
          legality of the Junior Subordinated Debt Securities.**
5(b)      Opinion of Richards, Layton & Finger, P.A. regarding
          legality of Capital Securities.**
8         Opinion of Reinhart Boerner Van Deuren s.c. as to certain
          federal income tax matters.*
12        Computation of Ratio of Earnings to Fixed Charges.**
23(a)     Consent of KPMG LLP.
23(b)     Consent of Reinhart Boerner Van Deuren s.c. (included in
          Exhibit 5(a)).
23(c)     Consent of Richards, Layton & Finger, P.A. (included in
          Exhibit 5(b)).
24        Powers of Attorney.**
25(a)     Form T-1 Statement of Eligibility of BNY Midwest Trust
          Company, as Trustee under the Junior Subordinated
          Indenture.**
25(b)     Form T-1 Statement of Eligibility, of BNY Midwest Trust
          Company, as Trustee under the Trust Agreement of ASBC
          Capital I.**
25(c)     Form T-1 Statement of Eligibility, of BNY Midwest Trust
          Company, as Trustee under the Trust Agreement of ASBC
          Capital II.**
25(d)     Form T-1 Statement of Eligibility, of BNY Midwest Trust
          Company, as Trustee under the Trust Agreement of ASBC
          Capital III.**
25(e)     Form T-1 Statement of Eligibility of BNY Midwest Trust
          Company, as Trustee under the Guarantee Agreement for the
          benefit of the holders of capital securities of ASBC Capital
          I.**
25(f)     Form T-1 Statement of Eligibility of BNY Midwest Trust
          Company, as Trustee under the Guarantee Agreement for the
          benefit of the holders of capital securities of ASBC Capital
          II.**
</Table>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.(A)
<SEQUENCE>3
<FILENAME>c69318a2ex23-a.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
<PAGE>
                                                               Exhibit 23(a)





                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




The Board of Directors
Associated Banc-Corp:


We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.



                                  /s/ KPMG LLP

Chicago, Illinois
May 15, 2002





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
