exv4w18






Exhibit 4.18




FORM OF GUARANTEE AGREEMENT




DATED AS OF                                         , 20___




BY AND BETWEEN




ASSOCIATED BANC-CORP,

AS GUARANTOR




AND




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

AS TRUSTEE




 









 





CROSS REFERENCE TABLE(1)




	 	 	 
	Section of Trust	 	Section of
	Indenture Act of	 	Guarantee
	1939, as Amended	 	Agreement
	310(a)

	 	 4.1(a)
	310(b)

	 	 2.8; 4.1(c)
	310(c)

	 	Not Applicable
	311(a)

	 	 2.2(b)
	311(b)

	 	 2.2(b)
	311(c

	 	Not Applicable
	312(a)

	 	 2.2(a); 2.9
	312(b)

	 	 2.2(b); 2.9
	312(c)

	 	 2.9
	313(a)

	 	 2.3
	313(b

	 	 2.3
	313(c)

	 	 2.3
	313(d)

	 	 2.3
	314(a)

	 	 2.4
	314(b)

	 	Not Applicable
	314(c)

	 	 2.5
	314(d)

	 	Not Applicable
	314(e)

	 	 2.5
	314(f)

	 	Not Applicable
	315(a)

	 	 1(d); 3.2(a)
	315(b)

	 	 2.7(a)
	315(c)

	 	 3.1(c)
	315(d)

	 	 3.1(d)
	316(a)

	 	 2.6; 5.4(a)
	316(b)

	 	 5.3
	316(c)

	 	Not Applicable
	317(a)

	 	 2.10
	317(b)

	 	Not Applicable
	318(a)

	 	 2.1(b)








 




			
	(1)	 	This Cross-Reference Table does not constitute part of the Agreement and shall not have any
bearing upon the interpretation of any of its terms or provisions.






i









 








TABLE OF CONTENTS




	 	 	 	 	 
	Article 1 INTERPRETATION AND DEFINITIONS
	 	 	1	 
	 
	1.1 Interpretation and Definitions
	 	 	1	 
	 
	 	 	 	 
	Article 2 TRUST INDENTURE ACT
	 	 	4	 
	 
	2.1 Trust Indenture Act; Application
	 	 	4	 
	 
	2.2 Lists of Holders of Securities
	 	 	5	 
	 
	2.3 Reports by Guarantee Trustee
	 	 	5	 
	 
	2.4 Periodic Reports to Guarantee Trustee
	 	 	5	 
	 
	2.5 Evidence of Compliance with Conditions Precedent
	 	 	5	 
	 
	2.6 Guarantee Event of Default; Waiver
	 	 	5	 
	 
	2.7 Guarantee Event of Default; Notice
	 	 	6	 
	 
	2.8 Conflicting Interests
	 	 	6	 
	 
	2.9 Disclosure of Information
	 	 	6	 
	 
	2.10 Guarantee Trustee May File Proofs of Claim
	 	 	6	 
	 
	 	 	 	 
	Article 3 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE
	 	 	6	 
	 
	3.1 Powers and Duties of Guarantee Trustee
	 	 	6	 
	 
	3.2 Certain Rights of Guarantee Trustee
	 	 	8	 
	 
	 	 	 	 
	Article 4 GUARANTEE TRUSTEE
	 	 	10	 
	 
	4.1 Guarantee Trustee; Eligibility
	 	 	10	 
	 
	4.2 Appointment, Removal and Resignation of Guarantee Trustee
	 	 	10	 
	 
	 	 	 	 
	Article 5 GUARANTEE
	 	 	11	 
	 
	5.1 Guarantee
	 	 	11	 
	 
	5.2 Waiver of Notice and Demand
	 	 	11	 
	 
	5.3 Obligations Not Affected
	 	 	11	 
	 
	5.4 Rights of Holders
	 	 	12	 






i









 






	 	 	 	 	 
	5.5 Guarantee of Payment
	 	 	13	 
	 
	5.6 Subrogation
	 	 	13	 
	 
	5.7 Independent Obligations
	 	 	13	 
	 
	 
	 	 	 	 
	Article 6 LIMITATION OF TRANSACTIONS; SUBORDINATION
	 	 	13	 
	 
	6.1 Limitation of Transactions
	 	 	13	 
	 
	6.2 Ranking
	 	 	14	 
	 
	6.3 Subordination of Common Securities
	 	 	14	 
	 
	Article 7 TERMINATION
	 	 	14	 
	 
	7.1 Termination
	 	 	14	 
	 
	 	 	 	 
	 
	Article 8 INDEMNIFICATION
	 	 	14	 
	 
	8.1 Indemnification
	 	 	14	 
	 
	 	 	 	 
	Article 9 MISCELLANEOUS
	 	 	14	 
	 
	9.1 Successors and Assigns
	 	 	14	 
	 
	9.2 Amendments
	 	 	15	 
	 
	9.3 Notices
	 	 	15	 
	 
	9.4 Benefit
	 	 	15	 
	 
	9.5 Governing Law
	 	 	15	 






ii









 





GUARANTEE AGREEMENT




     This GUARANTEE AGREEMENT (the “Guarantee”), dated as of                      ___, 20___, is executed and
delivered by ASSOCIATED BANC-CORP, a Wisconsin corporation (the “Guarantor”), and THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A., a national banking association, as
guarantee trustee (the “Guarantee
Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Securities
(as defined herein) of ASBC CAPITAL                     , a Delaware statutory trust (the “Trust”).



RECITALS




     A. Pursuant to the Trust Agreement (as defined herein), the Trust may issue up to $                    
aggregate liquidation amount of capital securities, having a liquidation amount of $  per
security and designated the “___% Trust Preferred Securities” of the Trust (the “Capital
Securities”) and up to $                     aggregate liquidation amount of common securities, having a
liquidation amount of $  per security and designated the “___% Common Securities” of the Trust
(the “Common Securities” and, together with the Capital Securities, the “Securities”);



     B. As incentive for the Holders to purchase the Securities, the Guarantor desires irrevocably
and unconditionally to agree, to the extent set forth in this Guarantee, to pay to the Holders of
the Securities the Guarantee Payments (as defined herein) and to make certain other payments on the
terms and conditions set forth herein; and



     C. If a Trust Enforcement Event (as defined herein) has occurred and is continuing, the rights
of holders of the Common Securities to receive Guarantee Payments (as defined herein) under this
Guarantee are subordinated to the rights of Holders of Capital Securities to receive Guarantee
Payments under this Guarantee;



AGREEMENTS




     In consideration of the purchase by each Holder of Securities, which purchase the Guarantor
hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee for
the benefit of the Holders.



ARTICLE 1




INTERPRETATION AND DEFINITIONS




     1.1 Interpretation and Definitions. In this Guarantee, unless the context otherwise
requires:



          (a) capitalized terms used in this Guarantee but not defined in the preamble above have the
respective meanings assigned to them in this Section 1.1;




          (b) a term defined anywhere in this Guarantee has the same meaning throughout;




1









 








          (c) all references to “the Guarantee” or “this Guarantee” are to this Guarantee as modified,
supplemented or amended from time to time;




          (d) all references in this Guarantee to Articles, Sections and Recitals are to Articles,
Sections and Recitals of this Guarantee, unless otherwise specified;




          (e) unless otherwise defined in this Guarantee, a term defined in the Trust Indenture Act has
the same meaning when used in this Guarantee;




          (f) a reference to the singular includes the plural and vice versa and a reference to any
masculine form of a term shall include the feminine form of a term, as applicable; and




          (g) the following terms have the following meanings:




     “Affiliate” has the same meaning as given to that term in Rule 405 of the Securities Act of
1933, as amended, or any successor rule thereunder.



     “Business Day” has the meaning specified in the Trust Agreement.



     “Capital Securities” has the meaning specified in the Recitals hereto.



     “Common Securities” has the meaning specified in the Recitals hereto.



     “Common Stock” means the common stock, par value $0.01 per share, of the Guarantor.



     “Corporate Trust Office” means the office of the Guarantee Trustee at which at any particular time its corporate trust business shall be
principally administered, which office at the date of the execution of this instrument is located at 2 N. LaSalle
Street, Suite 1020, Chicago, Illinois 60602, Attention: Corporate Trust Division — Corporate Finance Unit, or
such other address as the Guarantee Trustee may designate from time
to time by notice to the Guarantor, or
the principal corporate trust office of any successor Guarantee Trustee (or such other address as such
successor Guarantee Trustee may designate from time to time by notice to the Guarantor).



     “Debentures” means the series of junior subordinated debentures to be issued by Associated
Banc-Corp designated the “___% Junior Subordinated Debentures due ___, ___”, held by the
Property Trustee as defined in the Trust Agreement.



     “Extension Period” has the meaning assigned to it in the Indenture.



     “Global Security” means a fully registered, global Capital Security, as defined in the
Indenture, representing the Capital Securities.



     “Guarantee Event of Default” means a default by the Guarantor on any of its payment or other
obligations under this Guarantee.



     “Guarantee Payments” means the following payments or distributions, without duplication, with
respect to the Securities, to the extent not paid by or on behalf of the Trust: (i) any accumulated
and unpaid Distributions (as defined in the Trust Agreement) that are required to be paid on such
Securities to the extent the Trust has sufficient funds available therefor at the time, (ii) the
redemption price, including all accumulated and unpaid Distributions to the date of redemption,
with respect to any Securities called for redemption by the Trust, to the extent the Trust shall
have sufficient funds available therefor at the time or (iii) upon a voluntary or



2









 







involuntary dissolution, winding-up or termination of the Trust (other than in connection with
the distribution of Debentures to the Holders in exchange for Securities as provided in the Trust
Agreement), the lesser of (A) the aggregate of the liquidation amount and all accumulated and
unpaid Distributions on the Securities to the date of payment, to the extent the Trust has
sufficient funds available therefor or (B) the amount of assets of the Trust remaining available
for distribution to Holders in liquidation of the Trust (in either case, the “Liquidation
Distribution”).



     “Guarantee
Trustee” means The Bank of New York Mellon Trust Company, N.A.,
as guarantee trustee, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of
this Guarantee and thereafter means each such Successor Guarantee Trustee.



     “Holder” means any holder of Securities, as registered on the books and records of the Trust;
provided, however, that, in determining whether the Holders of the requisite percentage of Capital
Securities have given any request, notice, consent or waiver hereunder, “Holder” shall not include
the Guarantor or any Affiliate of the Guarantor or any other obligor on the Capital Securities.



     “Indemnified Person” means (a) any Guarantor Trustee; (b) any Affiliate of any Guarantor
Trustee; or (c) any officers, directors, shareholders, members, partners, employees,
representatives or agents of any Guarantor Trustee or any Affiliate thereof.



     “Indenture” means the Indenture, dated as of                                         , 20___, by and between
Associated Banc-Corp and The Bank of New York Mellon Trust Company, N.A., as Trustee, and any
indenture supplemental thereto pursuant to which the Debentures are to be issued to the Property
Trustee, as defined in the Trust Agreement.



     “List of Holders” has the meaning assigned to it in Section 2.2 hereof.



     “Majority in Liquidation Amount” means, except as provided in the terms of the Capital
Securities or by the Trust Indenture Act, Holder(s) of outstanding Securities, voting together as a
single class, or, as the context may require, Holders of outstanding Capital Securities or Holders
of outstanding Common Securities, voting separately as a class, who are the record owners of more
than 50% of the aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon
which the voting percentages are determined) of all outstanding Securities of the relevant class.
In determining whether the Holders of the requisite amount of Securities have voted, Securities
which are owned by the Guarantor or any Affiliate of the Guarantor or any other obligor on the
Securities shall be disregarded for the purpose of any such determination.



     “Officers’ Certificate” means, with respect to any Person, a certificate signed on behalf of
such Person by two Authorized Officers (as defined in the Trust Agreement) of such Person;
provided, that, with respect to the Guarantor, such certificate must be signed by the Chairman of
the Board of Directors, the President, the Chief Financial Officer, the Chief Administrative
Officer or a Senior Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary of the Guarantor, and delivered to the Trustee. Any Officers’ Certificate delivered with respect to
compliance with a condition or covenant provided for in this Guarantee shall include:



3









 






     (i) a statement that each officer signing the Officers’ Certificate has read the
covenant or condition and the definitions relating thereto;




     (ii) a brief statement of the nature and scope of the examination or investigation
undertaken by each officer on behalf of such Person in rendering the Officers’ Certificate;




     (iii) a statement that each such officer has made such examination or investigation as,
in such officer’s opinion, is necessary to enable such officer on behalf of such Person to
express an informed opinion as to whether or not such covenant or condition has been
complied with; and




     (iv) a statement as to whether, in the opinion of each such officer acting on behalf of
such Person, such condition or covenant has been complied with.



     “Person” means a legal person, including any individual, corporation, estate, partnership,
joint venture, association, joint stock company, limited liability company, trust, unincorporated
association, or government or any agency or political subdivision thereof, or any other entity of
whatever nature.



     “Redemption Price” has the meaning specified in the Trust Agreement.



     “Responsible Officer” means, with respect to the Guarantee Trustee, any officer with direct
responsibility for the administration of this Guarantee and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of
that officer’s knowledge of and familiarity with the particular subject.



     “Securities” has the meaning specified in the Recitals hereto.



     “Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 4.1.



     “Trust Agreement” means the Amended and Restated Trust Agreement, dated as of the date hereof,
as amended, modified or supplemented from time to time, among the trustees of the Trust named
therein, the Guarantor, as sponsor, and the Holders, from time to time, of undivided beneficial
ownership interests in the assets of the Trust.



     “Trust Enforcement Event” in respect of the Securities means an Indenture Event of Default (as
defined in the Indenture) has occurred and is continuing in respect of the Debentures.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended from time to time, or
any successor legislation.



ARTICLE 2




TRUST INDENTURE ACT




     2.1 Trust Indenture Act; Application.



4









 





          (a) This Guarantee is subject to the provisions of the Trust Indenture Act that are required
to be part of this Guarantee and shall, to the extent applicable, be governed by such provisions.




          (b) If and to the extent that any provision of this Guarantee limits, qualifies or conflicts
with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed
duties shall control.




     2.2 Lists of Holders of Securities.



          (a) The Guarantor shall provide the Guarantee Trustee (i) except while the Capital Securities
are represented by one or more Global Securities, at least two Business Days prior to the date for
payment of Distributions, a list, in such form as the Guarantee Trustee may reasonably require, of
the names and addresses of the Holders of the Securities (“List of Holders”) as of the record date
relating to the payment of such Distributions, and (ii) at any other time, within 30 days of
receipt by the Guarantor of a written request from the Guarantee Trustee for a List of Holders as
of a date no more than 15 days before such List of Holders is given to the Guarantee Trustee;
provided that the Guarantor shall not be obligated to provide such List of Holders at any time the
List of Holders does not differ from the most recent List of Holders given to the Guarantee Trustee
by the Guarantor. The Guarantee Trustee shall preserve, in as current a form as is reasonably
practicable, all information contained in Lists of Holders given to it, provided that the Guarantee
Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.




          (b) The Guarantee Trustee shall comply with its obligations under Sections 311(a), 311(b) and
312(b) of the Trust Indenture Act.




     2.3
Reports by Guarantee Trustee. Within 60 days after ___ of each year
(commencing with the year of the first anniversary of the issuance of the Securities), the
Guarantee Trustee shall provide to the Holders of the Securities such reports as are required by
Section 313 of the Trust Indenture Act (if any) in the form and in the manner provided by Section
313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.



     2.4 Periodic Reports to Guarantee Trustee. The Guarantor shall provide to the Guarantee
Trustee such documents, reports and information as required by Section 314(a) (if any) of the Trust
Indenture Act and the compliance certificate required by Section 314(a) of the Trust Indenture Act
in the form, in the manner and at the times required by Section 314(a) of the Trust Indenture Act,
but in no event later than 120 days after the end of each calendar year.



     2.5 Evidence of Compliance with Conditions Precedent. The Guarantor shall provide to
the Guarantee Trustee such evidence of compliance with any conditions precedent, if any, provided
for in this Guarantee that relate to any of the matters set forth in Section 314(c) of the Trust
Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act may be given in the form of an Officers’ Certificate.



     2.6 Guarantee Event of Default; Waiver. The Holders of a Majority in Liquidation
Amount of the Capital Securities may, by vote or written consent, on behalf of the Holders of all



5









 







of the Securities, waive any past Guarantee Event of Default and its consequences. Upon such
waiver, any such Guarantee Event of Default shall cease to exist, and any Guarantee Event of
Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee,
but no such waiver shall extend to any subsequent or other default or Guarantee Event of Default or
impair any right consequent thereon.



     2.7 Guarantee Event of Default; Notice.



          (a) The Guarantee Trustee shall, within 90 days after the occurrence of a Guarantee Event of
Default actually known to a Responsible Officer of the Guarantee Trustee, transmit by mail, first
class postage prepaid, to the Holders of the Securities, notices of all such Guarantee Events of
Default, unless such defaults have been cured before the giving of such notice; provided, that the
Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible
Officer of the Guarantee Trustee in good faith determines that the withholding of such notice is in
the interests of the Holders of the Securities.




          (b) The Guarantee Trustee shall not be deemed to have knowledge of any Guarantee Event of
Default unless a Responsible
Officer of the Guarantee Trustee charged with the administration of this Guarantee Agreement shall
have obtained actual written knowledge thereof.




     2.8 Conflicting Interests. The Trust Agreement shall be deemed to be specifically
described in this Guarantee for the purposes of clause (i) of the first proviso contained in
Section 310(b) of the Trust Indenture Act.



     2.9 Disclosure of Information. The disclosure of information as to the names and
addresses of the Holders of the Securities in accordance with Section 312 of the Trust Indenture
Act, regardless of the source from which such information was derived, shall not be deemed to be a
violation of any existing law, or any law hereafter enacted which does not specifically refer to
Section 312 of the Trust Indenture Act, nor shall the Guarantee Trustee be held accountable by
reason of mailing any material pursuant to a request made under Section 312(b) of the Trust
Indenture Act.



     2.10 Guarantee Trustee May File Proofs of Claim. Upon the occurrence of a Guarantee
Event of Default, the Guarantee Trustee is hereby authorized to recover judgment, in its own name
and as trustee of an express trust, against the Guarantor for the whole amount of any Guarantee
Payments remaining unpaid and (b) file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have its claims and those of the Holders of the Securities
allowed in any judicial proceedings relative to the Guarantor, its creditors or its property.



ARTICLE 3




POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE




     3.1 Powers and Duties of Guarantee Trustee.



6









 





          (a) This Guarantee shall be held by the Guarantee Trustee on behalf of the Trust for the
benefit of the Holders of the Securities, and the Guarantee Trustee shall not transfer this
Guarantee to any Person except a Holder of Securities exercising his or her rights pursuant to
Section 5.4(b) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee
Trustee of its appointment to act as Successor Guarantee Trustee. The right, title and interest of
the Guarantee Trustee in and to this Guarantee shall automatically vest in any Successor Guarantee
Trustee, and such vesting and succession of title shall be effective whether or not conveyance
documents have been executed and delivered pursuant to the appointment of such Successor Guarantee
Trustee.




          (b) If a Guarantee Event of Default actually known to a Responsible Officer of the Guarantee
Trustee has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee for the
benefit of the Holders of the Securities.




          (c) In case a Guarantee Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6) and is actually known to a
Responsible Officer of the Guarantee Trustee, the Guarantee Trustee shall exercise such of the
rights and powers vested in it by this Guarantee, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct
of his or her own affairs.




          (d) No provision of this Guarantee shall be construed to relieve the Guarantee Trustee from
liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:




               (i) prior to the occurrence of any Guarantee Event of Default and after the curing or waiving
of all such Guarantee Events of Default that may have occurred:



                    (A) the duties and obligations of the Guarantee Trustee shall be determined solely by the
express provisions of this Guarantee, and the Guarantee Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this Guarantee, and no
implied covenants or obligations shall be read into this Guarantee against the Guarantee Trustee;
and



                    (B) in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee
may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and
conforming to the requirements of this Guarantee; but in the case of any such certificates or
opinions that by any provision hereof are specifically required to be furnished to the Guarantee
Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this Guarantee;



               (ii) the Guarantee Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer of the Guarantee Trustee, unless it shall be proved



7









 







that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such
judgment was made;



               (iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to
be taken by it in good faith in accordance with the direction of the Holders of not less than a
Majority in Liquidation Amount of the Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any
trust or power conferred upon the Guarantee Trustee under this Guarantee; and



               (iv) no provision of this Guarantee shall require the Guarantee Trustee to expend or risk its
own funds or otherwise incur personal financial liability in the performance of any of its duties
or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable
grounds for believing that the repayment of such funds or liability is not reasonably assured to it
under the terms of this Guarantee or if the Guarantee Trustee shall have reasonable grounds for
believing that an indemnity, reasonably satisfactory to the Guarantee Trustee, against such risk or
liability is not reasonably assured to it under the terms of this Guarantee.



     3.2 Certain Rights of Guarantee Trustee.



          (a) Subject to the provisions of Section 3.1:




               (i) The Guarantee Trustee may conclusively rely, and shall be fully protected in acting or
refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed, sent or presented
by the proper party or parties;



               (ii) Any direction or act of the Guarantor contemplated by this Guarantee shall be
sufficiently evidenced by an Officers’ Certificate;



               (iii) Whenever, in the administration of this Guarantee, the Guarantee Trustee shall deem it
desirable that a matter be proved or established before taking, suffering or omitting any action
hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in
the absence of bad faith on its part, request and conclusively rely upon an Officers’ Certificate
which, upon receipt of such request, shall be promptly delivered by the Guarantor;



               (iv) The Guarantee Trustee shall have no duty to see to any recording, filing or registration
or any instrument (or any rerecording, refiling or re-registration thereof);



               (v) The Guarantee Trustee may consult with counsel, and the advice or opinion of such counsel
with respect to legal matters shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in accordance with such
advice or opinion. Such counsel may be counsel to the Guarantor or any of its Affiliates and may
include any of its employees. The Guarantee Trustee shall have the right at any time to seek
instructions concerning the administration of this Guarantee from any court of competent
jurisdiction;



8









 





               (vi) The Guarantee Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Guarantee at the request or direction of any Holder, unless such Holder
shall have provided to the Guarantee Trustee such security and indemnity, reasonably satisfactory
to the Guarantee Trustee, against the costs, expenses (including attorneys’ fees and expenses and
the expenses of the Guarantee Trustee’s agents, nominees or custodians) and liabilities that might
be incurred by it in complying with such request or direction, including such reasonable advances
as may be requested by the Guarantee Trustee; provided, that nothing contained in this Section
3.2(a)(vi) shall be taken to relieve the Guarantee Trustee, upon the occurrence of a Guarantee
Event of Default, of its obligation to exercise the rights and powers vested in it by this
Guarantee;



               (vii) The Guarantee Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Guarantee Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit;



               (viii) The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and
the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder;



               (ix) Any action taken by the Guarantee Trustee or its agents hereunder shall bind the Holders,
and the signature of the Guarantee Trustee or its agents alone shall be sufficient and effective to
perform any such action. No third party shall be required to inquire as to the authority of the
Guarantee Trustee to so act or as to its compliance with any of the terms and provisions of this
Guarantee, both of which shall be conclusively evidenced by the Guarantee Trustee’s or its agent’s
taking such action;



               (x) Whenever in the administration of this Guarantee, the Guarantee Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or right or taking any other
action hereunder, the Guarantee Trustee (A) may request written instructions from the Holders of a
Majority in Liquidation Amount of the Securities, (B) may refrain from enforcing such remedy or
right or taking such other action until such written instructions are received and (C) shall be
protected in conclusively relying on or acting in accordance with such written instructions.



               (xi) Anything
in this Guarantee notwithstanding, in no event shall the Guarantee Trustee be liable for special,
indirect, punitive or consequential loss or damage of any kind whatsoever (including
but not limited to loss of profit), even if the Trustee has been advised as to the
likelihood of such loss or damage and regardless of the form of action; and

               (xii)  The
Guarantee Trustee shall not be responsible or liable for any failure or delay in the performance
of its obligations under this Guarantee arising out of or caused, directly or
indirectly, by circumstances beyond its control, including, without limitation,
acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances;
sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer
(hardware or software) or communication services; any act or provision of any present
or future law or regulation or governmental authority, the unavailability of the
Federal Reserve Bank wire or telex or other wire; accidents; labor disputes; acts
of civil or military authority and governmental action.



          (b) No provision of this Guarantee shall be deemed to impose any duty or obligation on the
Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation
conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the
Guarantee Trustee shall be unqualified or incompetent to act in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Guarantee Trustee shall be construed to be a duty.




9









 








ARTICLE 4




GUARANTEE TRUSTEE




     4.1 Guarantee Trustee; Eligibility.



          (a) There shall be at all times a Guarantee Trustee which shall:




               (i) not be an Affiliate of the Guarantor; and



               (ii) be a corporation organized and doing business under the laws of the United States of
America or any state or territory thereof or of the District of Columbia, or a corporation or other
Person permitted by the Securities and Exchange Commission to act as an institutional trustee under
the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to
supervision or examination by federal, state, territorial or District of Columbia authority. If
such corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of the supervising or examining authority referred to above, then, for the purposes of
this Section 4.1(a)(ii), the combined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published.



          (b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section
4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in
Section 4.2(c).




          (c) If the Guarantee Trustee has or shall acquire any “conflicting interest” within the
meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in
all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.




     4.2 Appointment, Removal and Resignation of Guarantee Trustee.



          (a) Subject to Section 4.2(b), unless a Guarantee Event of Default shall have occurred and be
continuing, the Guarantee Trustee may be appointed or removed with or without cause at any time by
the Guarantor.




          (b) The Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a
Successor Guarantee Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor.




          (c) The Guarantee Trustee appointed to office shall hold such office until a Successor
Guarantee Trustee shall have been appointed or until its removal or resignation. The Guarantee
Trustee may resign from office (without need for prior or subsequent accounting) by an instrument
in writing executed by the Guarantee Trustee and delivered to the Guarantor, which resignation
shall not take effect until a Successor Guarantee Trustee has been appointed




10









 







and has accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee Trustee.




          (d) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as
provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of
removal or resignation, the removed or resigning Guarantee Trustee may petition any court of
competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon,
after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee
Trustee.




          (e) No Guarantee Trustee shall be liable for the acts or omissions to act of any Successor
Guarantee Trustee.




          (f) Upon termination of this Guarantee or removal or resignation of the Guarantee Trustee
pursuant to this Section 4.2, the Guarantor shall pay to the Guarantee Trustee all amounts owing
for fees and reimbursement of expenses which have accrued to the date of such termination, removal
or resignation.




ARTICLE 5




GUARANTEE




     5.1 Guarantee. The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Trust),
as and when due, regardless of any defense, right of set-off or counterclaim that the Trust may
have or assert. The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing the Trust to pay such
amounts to the Holders. Notwithstanding anything to the contrary herein, the Guarantor retains all
of its rights under the Indenture to extend the interest payment period on the Debentures pursuant
to Section 3.11 thereof and the Guarantor shall not be obligated hereunder to make any Guarantee
Payments during any Extension Period with respect to the Distributions (as defined in the Trust
Agreement) on the Securities.



     5.2 Waiver of Notice and Demand. The Guarantor hereby waives notice of acceptance of
this Guarantee and of any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Trust or any other Person before
proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.



     5.3 Obligations Not Affected. The obligations, covenants, agreements and duties of
the Guarantor under this Guarantee shall be absolute and unconditional and shall remain in full
force and effect until the entire liquidation amount of all outstanding Securities shall have been
paid and such obligation shall in no way be affected or impaired by reason of the happening from
time to time of any event, including without limitation, the following, whether or not with notice
to, or the consent of, the Guarantor:



11









 





          (a) The release or waiver, by operation of law or otherwise, of the performance or observance
by the Trust of any express or implied agreement, covenant, term or condition relating to the
Securities to be performed or observed by the Trust;




          (b) The extension of time for the payment by the Trust of all or any portion of the
Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the terms
of the Securities or the extension of time for the performance of any other obligation under,
arising out of, or in connection with the Securities (other than an extension of time for payment
of Distributions, Redemption Price, Liquidation Distribution or other sum payable that results from
the extension of any interest payment period on the Debentures);




          (c) Any failure, omission, delay or lack of diligence on the part of the Property Trustee or
the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the
Property Trustee or the Holders pursuant to the terms of the Securities, or any action on the part
of the Trust granting indulgence or extension of any kind;




          (d) The voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the
Trust or any of the assets of the Trust;




          (e) Any invalidity of, or defect or deficiency in, the Securities;




          (f) The settlement or compromise of any obligation guaranteed hereby or hereby incurred; or




          (g) Any other circumstance whatsoever that might otherwise constitute a legal or equitable
discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations
of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.



There shall be no obligation of the Guarantee Trustee or the Holders to give notice to, or obtain
consent of the Guarantor or any other Person with respect to the happening of any of the foregoing.



No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind or
nature that the Guarantor has or may have against any Holder shall be available hereunder to the
Guarantor against such Holder to reduce the payments to it under this Guarantee.




     5.4 Rights of Holders.



          (a) The Holders of at least a Majority in Liquidation Amount of the Securities have the right
to direct the time, method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of this Guarantee or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under this Guarantee.




          (b) If the Guarantee Trustee fails to enforce this Guarantee, then any Holder of Securities
may, subject to the subordination provisions of Section 6.2, institute a legal




12









 







proceeding directly against the Guarantor to enforce the Guarantee Trustee’s rights under this
Guarantee without first instituting a legal proceeding against the Trust, the Guarantee Trustee or
any other person or entity. In addition, if the Guarantor has failed to make a Guarantee Payment,
a Holder of Securities may, subject to the subordination provisions of Section 6.2, directly
institute a proceeding against the Guarantor for enforcement of the Guarantee for such payment to
the Holder of the Securities of the principal of or interest on the Debentures on or after the
respective due dates specified in the Debentures, and the amount of the payment will be based on
the Holder’s pro rata share of the amount due and owing on all of the Securities. The Guarantor
hereby waives any right or remedy to require that any action on this Guarantee be brought first
against the Trust or any other person or entity before proceeding directly against the Guarantor.




     5.5 Guarantee of Payment. This Guarantee creates a guarantee of payment and not of
collection.



     5.6 Subrogation. The Guarantor shall be subrogated to all (if any) rights of the
Holders of Securities against the Trust in respect of any amounts paid to such Holders by the
Guarantor under this Guarantee; provided, however, that the Guarantor shall not (except to the
extent required by mandatory provisions of law) be entitled to enforce or exercise any right that
it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all
cases as a result of payment under this Guarantee, if at the time of any such payment, any amounts
are due and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in violation
of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to
pay over such amount to the Guarantee Trustee for the benefit of the Holders.



     5.7 Independent Obligations. The Guarantor acknowledges that its obligations
hereunder are independent of the obligations of the Trust with respect to the Securities, and that
the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments
pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in
subsections 5.3(a) through 5.3(g), inclusive, hereof.



ARTICLE 6




LIMITATION OF TRANSACTIONS; SUBORDINATION




     6.1 Limitation of Transactions. So long as any Securities remain outstanding, if (a)
there shall have occurred an event of default under the Indenture with respect to the Debentures,
(b) there shall be a Guarantee Event of Default or (c) the Guarantor shall have given notice of its
election of an Extension Period as provided in the certificate evidencing the Debentures and shall
not have rescinded such notice, or such Extension Period or any extension thereof shall be
continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to
(i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Guarantor’s capital stock or (ii) make any payment
of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of
the Guarantor that rank pari passu with or junior in interest to the Debentures or make any
guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any
subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the
Debentures (other than (A) dividends or distributions in Common Stock of the



13









 




Guarantor, (B) 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 thereto, (C) payments under this Guarantee and (D) purchases of Common Stock
related to the issuance of Common Stock or rights under any of the
Guarantor’s benefits plans for its
directors, officers or employees). The Guarantor shall promptly give
notice of any such circumstances or events to the Guarantee Trustee.




     6.2 Ranking. This Guarantee will constitute an unsecured obligation of the Guarantor
and will rank subordinate and junior in right of payment to all Senior and Subordinated Debt (as
defined in the Indenture) of the Guarantor in the same manner and to the same extent as set forth
in Article XIII of the Indenture.



     6.3 Subordination of Common Securities. If a Trust Enforcement Event has occurred and
is continuing under the Trust Agreement, the rights of the holders of the Common Securities to
receive Guarantee Payments hereunder shall be subordinated to the rights of the Holders of the
Capital Securities to receive Guarantee Payments under this Guarantee.



ARTICLE 7




TERMINATION




     7.1 Termination. This Guarantee shall terminate upon (a) full payment of the
Redemption Price of all Securities, (b) distribution of the Debentures to the Holders of all the
Securities or (c) full payment of the amounts payable in accordance with the Trust Agreement upon
liquidation of the Trust. Notwithstanding the foregoing, this Guarantee will continue to be
effective or will be reinstated, as the case may be, if at any time any Holder of Securities must
restore payment of any sums paid under the Securities or under this Guarantee.



ARTICLE 8




INDEMNIFICATION




     8.1 Indemnification. The Guarantor agrees to indemnify each Indemnified Person for,
and to hold each Indemnified Person harmless against any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the reasonable costs and expenses of
defending itself against, or investigating, any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The provisions of this Section 8.1 shall
survive the termination of this Guarantee or the resignation or removal of the Guarantee Trustee.



ARTICLE 9




MISCELLANEOUS




     9.1 Successors and Assigns. All guarantees and agreements contained in this Guarantee
shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and
shall inure to the benefit of the Holders of the Securities then outstanding. Except in connection
with a consolidation, merger or sale involving the Guarantor that is permitted under Article VIII
of the Indenture and pursuant to which the successor or assignee agrees in



14









 




writing to perform the Guarantor’s obligations hereunder, the Guarantor shall not assign its
obligations hereunder.




     9.2 Amendments. Except with respect to any changes that do not materially adversely
affect the rights of the Holders (in which case no consent of the Holders will be required), this
Guarantee may not be amended without the prior approval of the Holders of at least a Majority in
Liquidation Amount of the Securities. The provisions of Section 11.2 of the Trust Agreement with
respect to meetings of, and action by written consent of, the Holders of the Securities apply to
the giving of such approval.



     9.3 Notices. All notices provided for in this Guarantee shall be in writing, duly
signed by the party giving such notice, and shall be delivered by hand, telecopied or mailed by
registered or certified mail, as follows:



          (a) If given to the Guarantee Trustee, at the Guarantee Trustee’s mailing address set forth
below (or such other address as the Guarantee Trustee may give notice of to the Guarantor and the
Holders of the Securities):




	 	 	 	 	 
	 	 	The Bank of New York Mellon Trust Company, N.A.
	 
	 	 	 	 
	 

	 	2
North La Salle Street, Suite 2020

Chicago, Illinois 60602

Attn: Global Corporate Trust

Fax: 312-827-8542

	 	 
	 
	 	 	 	 






          (b) If given to the Guarantor, at the Guarantor’s mailing addresses set forth below (or such
other address as the Guarantor may give notice of to the Guarantee Trustee and the Holders of the
Securities):




	 	 	 	 	 
	 

	 	Associated Banc-Corp	 	 
	 

	 	1200 Hansen Road	 	 
	 	 	Green Bay, Wisconsin 54304
	 	 	Attention: Brian D. Bodager, Chief Administrative Officer
	 	 	Facsimile No.: (920) 491-7010






          (c) If given to any Holder of Securities, at the address set forth on the books and records of
the Trust.



All such notices shall be deemed to have been given when received in person, telecopied with
receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other
document is refused delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered on the date of such
refusal or inability to deliver.




     9.4 Benefit. This Guarantee is solely for the benefit of the Holders of the
Securities and, subject to Section 3.1(a), is not separately transferable from the Securities.



     9.5 Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.




     9.6
Waiver of Jury Trial. EACH
OF THE GUARANTOR AND THE GUARANTEE TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF,
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY. 



[The remainder of this page left blank intentionally; The signature page follows.]



15









 





     IN WITNESS WHEREOF, this Guarantee is executed as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	ASSOCIATED BANC-CORP,
as Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Guarantee Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title: