An associating terpolymer (PAOE) of acrylamide (AM), sodium 2-acrylamido-2-methylpropane sulphonate (NaAMPS), and a novel macromonomer: p-vinylbenzyl-terminated octylphenoxy poly(ethylene oxide) (VOE, degree of polymerization: 4) was synthesized by aqueous free-radical copolymerization. The PAOE polymer exhibited excellent thickening properties in unsalted and brine solutions. The electrostatic shielding of repulsive interactions of the polymer was much weaker than that of the linear associating polymers with small hydrophobic monomers. This brine solution exhibited unexpected salt-thickening behaviors twice, and good resistance to salt and ageing. The intermolecular hydrophobic association in unsalted and brine PAOE solutions, as functions of polymer and NaCl concentration, were characterized by fluorescence spectroscopy. With the addition of NaCl, the polymer chains were comparatively extended and continuous network structures were formed via the intermolecular hydrophobic association in brine solutions as well as in unsalted solutions at 0.15–0.25 g⋅dL−1 PAOE, as observed by a scanning electron microscope (SEM).