EX-4.2






Exhibit 4.2




ASSOCIATED BANC-CORP

Incorporated under the laws of the State of Wisconsin




NUMBER [           ]          [           ] SHARES




     This certifies that [                          ] is the owner of [                          ] fully paid and non-assessable PREFERRED Share
s of the
$1.00 par value, of Fixed Rate Cumulative Perpetual Preferred Stock, Series A transferable only on
the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon the
surrender of this Certificate properly endorsed.



     A statement in full, of all the designations, preferences, qualifications, limitations,
restrictions and special or relative rights of the shares of each class authorized to be issued,
will be furnished by the Corporation to any shareholder upon written request and without charge.



     IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed by its duly
authorized officers and to be sealed with the Seal of the Corporation, this [           ]
day of [                ] A.D. [           ].


 

	 	 	 	 	 
	 
 

Brian R. Bodager, Corporate Secretary

	 	 
 

Paul S. Beideman, Chairman and Chief Executive Officer
	 	 






 









 









     For Value Received, [                ] hereby sell, assign and transfer unto [
                    ] Shares represented by the within Certificate, and do
hereby irrevocably constitute and appoint [                     ], Attorney to
transfer the said Shares on the books of the within named Corporation with full power of
substitution in the premises.



     Dated [           ]



     In presence of



     [
                    ]                               [                     ]



     NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATEVER.


This Corporation will upon request furnish any shareholder, without charge, information as to the
number of each class of shares authorized and outstanding and a copy of the portions of the Amended
and Restated Articles of Incorporation, as amended, and resolutions of the Board of Directors of
the Corporation containing the designations, preferences, limitations and relative rights of all
shares and any series thereof.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY
THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL
OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.