exv4w11






Exhibit 4.11




 





ASSOCIATED BANC-CORP




TO



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

Trustee




FORM OF JUNIOR SUBORDINATED INDENTURE




DATED AS OF                                          ___, 20___




 






 









 








CROSS
REFERENCE TABLE1




	 	 	 
	Section of Trust Indenture	 	Section of
	Act of 1939, as amended	 	Agreement
	310(a)
	 	6.9
	310(b)
	 	6.8; 6.10
	310(c)
	 	Not Applicable
	311(a)
	 	6.13
	311(b)
	 	6.13
	311(c)
	 	Not Applicable
	312(a)
	 	7.1; 7.2(a)
	312(b)
	 	7.2(b)
	312(c)
	 	7.2(c)
	313(a)
	 	7.3(a)
	313(b)
	 	7.3(b)
	313(c)
	 	7.3(a); 7.3(b)
	313(d)
	 	7.3(c)
	314(a)
	 	7.4
	314(b)
	 	Not Applicable
	314(c)
	 	1.2
	314(d)
	 	Not Applicable
	314(e)
	 	1.2
	314(f)
	 	Not Applicable
	315(a)
	 	6.1(a)
	315(b)
	 	6.2; 7.3(a)
	315(c)
	 	6.1(b); 6.1(c); 6.1(d)
	315(d)
	 	6.1(a); 6.1(c)
	315(e)
	 	5.14
	316(a)
	 	5.12; 5.13
	316(b)
	 	5.8
	316(c)
	 	1.4(f)
	317(a)
	 	5.3; 5.4
	317(b)
	 	10.3
	318(a)
	 	1.7








 




			
	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.




 









 










TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	1.1 Definitions
	 	 	1	 
	1.2 Compliance Certificate and Opinions
	 	 	9	 
	1.3 Forms of Documents Delivered to Trustee
	 	 	9	 
	1.4 Acts of Holders
	 	 	10	 
	1.5 Notices, Etc. to Trustee and Company
	 	 	12	 
	1.6 Notice to Holders; Waiver
	 	 	12	 
	1.7 Conflict with Trust Indenture Act
	 	 	12	 
	1.8 Effect of Headings and Table of Contents
	 	 	13	 
	1.9 Successors and Assigns
	 	 	13	 
	1.10 Separability Clause
	 	 	13	 
	1.11 Benefits of Indenture
	 	 	13	 
	1.12 Governing Law
	 	 	13	 
	1.13 Non-Business Days
	 	 	13	 
	 
	 	 	 	 
	ARTICLE II SECURITY FORMS
	 	 	13	 
	2.1 Forms Generally
	 	 	13	 
	2.2 Form of Face of Security
	 	 	14	 
	2.3 Form of Reverse of Security
	 	 	17	 
	2.4 Form of Legend for Global Securities
	 	 	20	 
	2.5 Form of Trustee’s Certificate of Authentication
	 	 	20	 
	2.6 Securities Issuable in the Form of a Global Security
	 	 	20	 
	 
	 	 	 	 
	ARTICLE III THE SECURITIES
	 	 	23	 
	3.1 Title and Terms
	 	 	23	 
	3.2 Denominations
	 	 	25	 
	3.3 Execution, Authentication, Delivery and Dating
	 	 	25	 
	3.4 Temporary Securities
	 	 	26	 
	3.5 Registration, Transfer and Exchange
	 	 	27	 
	3.6 Mutilated, Destroyed, Lost and Stolen Securities
	 	 	28	 
	3.7 Payment of Interest; Interest Rights Preserved
	 	 	29	 
	3.8 Persons Deemed Owners
	 	 	30	 
	3.9 Cancellation
	 	 	31	 
	3.10 Computation of Interest
	 	 	31	 
	3.11 Deferrals of Interest Payment Dates
	 	 	31	 
	3.12 Agreed Tax Treatment
	 	 	32	 
	3.13 Shortening or Extension of Stated Maturity
	 	 	32	 
	3.14 CUSIP Numbers
	 	 	33	 
	 
	 	 	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE
	 	 	33	 
	4.1 Satisfaction and Discharge of Indenture
	 	 	33	 
	4.2 Application of Trust Money
	 	 	34	 






i









 






	 	 	 	 	 
	ARTICLE V REMEDIES
	 	 	34	 
	5.1 Events of Default
	 	 	34	 
	5.2 Acceleration of Maturity; Rescission and Annulment
	 	 	35	 
	5.3 Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	36	 
	5.4 Trustee May File Proofs of Claim
	 	 	37	 
	5.5 Trustee May Enforce Claim Without Possession of Securities
	 	 	37	 
	5.6 Application of Money Collected
	 	 	38	 
	5.7 Limitation on Suits
	 	 	38	 
	5.8 Unconditional Right of Holders to Receive Principal, Premium and
Interest; Direct Action by Holders of Capital Securities 
	 	 	39	 
	5.9 Restoration of Rights and Remedies
	 	 	39	 
	5.10 Rights and Remedies Cumulative
	 	 	39	 
	5.11 Delay or Omission Not Waiver
	 	 	39	 
	5.12 Control by Holders
	 	 	39	 
	5.13 Waiver of Past Defaults
	 	 	40	 
	5.14 Undertaking for Costs
	 	 	40	 
	5.15 Waiver of Usury, Stay or Extension Laws
	 	 	40	 
	 
	 	 	 	 
	ARTICLE VI THE TRUSTEE
	 	 	41	 
	6.1 Certain Duties and Responsibilities
	 	 	41	 
	6.2 Notice of Defaults
	 	 	42	 
	6.3 Certain Rights of Trustee
	 	 	42	 
	6.4 Not Responsible for Recitals or Issuance of Securities
	 	 	44	 
	6.5 May Hold Securities
	 	 	44	 
	6.6 Money Held in Trust
	 	 	44	 
	6.7 Compensation and Reimbursement
	 	 	44	 
	6.8 Disqualification; Conflicting Interests
	 	 	45	 
	6.9 Corporate Trustee Required; Eligibility
	 	 	45	 
	6.10 Resignation and Removal; Appointment of Successor
	 	 	46	 
	6.11 Acceptance of Appointment by Successor
	 	 	47	 
	6.12 Merger, Conversion, Consolidation or Succession to Business
	 	 	48	 
	6.13 Preferential Collection of Claims Against Company
	 	 	48	 
	6.14 Appointment of Authenticating Agent
	 	 	49	 
	 
	 	 	 	 
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	50	 
	7.1 Company to Furnish Trustee Names and Addresses of Holders
	 	 	50	 
	7.2 Preservation of Information; Communications to Holders
	 	 	50	 
	7.3 Reports by Trustee
	 	 	51	 
	7.4 Reports by Company
	 	 	51	 
	 
	 	 	 	 
	ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	51	 
	8.1 Company May Consolidate, Etc., Only on Certain Terms
	 	 	51	 
	8.2 Successor Corporation Substituted
	 	 	52	 
	 
	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES
	 	 	53	 
	9.1 Supplemental Indentures without Consent of Holders
	 	 	53	 






ii









 






	 	 	 	 	 
	9.2 Supplemental Indentures with Consent of Holders
	 	 	54	 
	9.3 Execution of Supplemental Indentures
	 	 	55	 
	9.4 Effect of Supplemental Indentures
	 	 	55	 
	9.5 Conformity with Trust Indenture Act
	 	 	55	 
	9.6 Reference in Securities to Supplemental Indentures
	 	 	55	 
	9.7 Notice to Holders
	 	 	56	 
	 
	 	 	 	 
	ARTICLE X COVENANTS
	 	 	56	 
	10.1 Payment of Principal, Premium and Interest
	 	 	56	 
	10.2 Maintenance of Office or Agency
	 	 	56	 
	10.3 Money for Security Payments to be Held in Trust
	 	 	56	 
	10.4 Statement as to Compliance
	 	 	57	 
	10.5 Waiver of Certain Covenants
	 	 	58	 
	10.6 Additional Sums
	 	 	58	 
	10.7 Payment of Trust Costs and Expenses
	 	 	58	 
	10.8 Additional Covenants
	 	 	59	 
	 
	 	 	 	 
	ARTICLE XI REDEMPTION OF SECURITIES
	 	 	60	 
	11.1 Applicability of this Article
	 	 	60	 
	11.2 Election to Redeem; Notice to Trustee
	 	 	60	 
	11.3 Selection of Securities to be Redeemed
	 	 	60	 
	11.4 Notice of Redemption
	 	 	60	 
	11.5 Deposit of Redemption Price
	 	 	61	 
	11.6 Payment of Securities Called for Redemption
	 	 	61	 
	11.7 Right of Redemption of Securities Held by an ASBC Trust
	 	 	62	 
	 
	 	 	 	 
	ARTICLE XII SINKING FUNDS
	 	 	62	 
	12.1 Applicability of Article
	 	 	62	 
	12.2 Satisfaction of Sinking Fund Payments with Securities
	 	 	62	 
	12.3 Redemption of Securities for Sinking Fund
	 	 	63	 
	 
	 	 	 	 
	ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE
	 	 	64	 
	13.1 Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	64	 
	13.2 Defeasance and Discharge
	 	 	64	 
	13.3 Covenant Defeasance
	 	 	65	 
	13.4 Conditions to Defeasance or Covenant Defeasance
	 	 	65	 
	13.5 Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions
	 	 	67	 
	13.6 Reinstatement
	 	 	67	 
	 
	 	 	 	 
	ARTICLE XIV SUBORDINATION OF SECURITIES
	 	 	68	 
	14.1 Securities Subordinate to Senior and Subordinated Debt
	 	 	68	 
	14.2 Payment
of Proceeds Upon Dissolution, Etc.
	 	 	68	 
	14.3 Prior Payment to Senior and Subordinated Debt Upon Acceleration of
Securities
	 	 	69	 
	14.4 No Payment When Senior and Subordinated Debt in Default
	 	 	70	 
	14.5 Payment Permitted If No Default
	 	 	70	 





iii









 






	 	 	 	 	 
	14.6 Subrogation to Rights of Holders of Senior and Subordinated Debt
	 	 	70	 
	14.7 Provisions Solely to Define Relative Rights
	 	 	71	 
	14.8 Trustee to Effectuate Subordination
	 	 	71	 
	14.9 No Waiver of Subordination Provisions
	 	 	71	 
	14.10 Notice to Trustee
	 	 	72	 
	14.11 Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	72	 
	14.12 Trustee Not Fiduciary for Holders of Senior and Subordinated Debt
	 	 	73	 
	14.13 Rights of Trustee as Holder of Senior and Subordinated Debt;
Preservation of Trustee’s Rights 
	 	 	73	 
	14.14 Article Applicable to Paying Agents
	 	 	73	 
	14.15 Certain Conversions or Exchanges Deemed Payment
	 	 	73	 






iv









 






JUNIOR SUBORDINATED INDENTURE




     This JUNIOR SUBORDINATED INDENTURE dated as of                      ___, 20___, between ASSOCIATED
BANC-CORP, a Wisconsin corporation (hereinafter called the “Company”) having its principal
office at 1200 Hansen Road, Green Bay, Wisconsin 54304, and THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., a national banking association, as Trustee (hereinafter called the
“Trustee”).



RECITALS




The Company and the Trustee acknowledge the following:




     A. The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured junior subordinated debt securities in series
(hereinafter called the “Securities”) of substantially the tenor hereinafter provided,
including, without limitation, Securities issued to evidence loans made to the Company of the
proceeds from the issuance from time to time by one or more statutory trusts (each an “ASBC
Trust,” and, collectively, the “ASBC Trusts”) of preferred trust interests in such
Trusts (the “Capital Securities”) and common interests in such Trusts (the “Common
Securities” and, collectively with the Capital Securities, the “Trust Securities”), and
to provide the terms and conditions upon which the Securities are to be authenticated, issued and
delivered.



     B. All things necessary to make the Securities, when executed by the Company and authenticated
and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and
to make this Indenture a valid agreement of the Company, in accordance with their and its terms,
have been done.



AGREEMENTS




     For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof, as follows:



ARTICLE I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




     1.1 Definitions. For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:



          (a) The terms defined in this Article have the meanings assigned to them in this Article, and
include the plural as well as the singular;




          (b) All other terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein;




          (c) All accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles, and the term




1









 







“generally accepted
accounting principles” with respect to any computation required or permitted hereunder shall mean
such accounting principles which are generally accepted at the date or time of such computation;
provided, that when two or more principles are so generally accepted, it shall mean that set of
principles consistent with those in use by the Company; and




          (d) The words “herein,” “hereof” and “hereunder” and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other subdivision.




     “Act” when used with respect to any Holder has the meaning specified in Section 1.4.



     “Additional Interest” means the interest, if any, that shall accrue on any interest on
the Securities of any series the payment of which has not been made on the applicable Interest
Payment Date and which shall accrue at the rate per annum specified or determined as specified in
such Security.



     “Additional Sums” has the meaning specified in Section 10.6.



     “Additional Taxes” means the sum of any additional taxes, duties and other
governmental charges to which an ASBC Trust has become subject from time to time as a result of a
Tax Event.



     “Administrative Trustee” means, in respect of any ASBC Trust, each Person identified
as an “Administrative Trustee” or an “Administrative Agent” in the related Trust Agreement, solely
in such Person’s capacity as Administrative Trustee or an Administrative Agent, as the case may be,
of such ASBC Trust under such Trust Agreement and not in such Person’s individual capacity, or any
successor administrative trustee or successor administrative agent, as the case may be, appointed
as therein provided.



     “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person;
provided, however, no ASBC Trust to which Securities have been issued shall be deemed to be an
Affiliate of the Company. For the purposes of this definition, “control” when used with respect to
any specified Person means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract or otherwise; and
the terms “controlling” and “controlled” have meanings correlative to the foregoing.



     “Allocable Amounts,” when used with respect to any Senior and Subordinated Debt, means
all amounts due or to become due on such Senior and Subordinated Debt less, if applicable, any
amount which would have been paid to, and retained by, the holders of such Senior and Subordinated
Debt (whether as a result of the receipt of payments by the holders of such Senior and Subordinated
Debt from the Company or any other obligor thereon or from any holders of, or trustee in respect
of, other indebtedness that is subordinate and junior in right of payment to such Senior and
Subordinated Debt pursuant to any provision of such indebtedness for the payment over of amounts
received on account of such indebtedness to the holders of such Senior and Subordinated
Debt or otherwise) but for the fact that such Senior and Subordinated



2









 







Debt is subordinate or junior in
right of payment to (or subject to a requirement that amounts received on such Senior and
Subordinated Debt be paid over to obligees on) trade accounts payable or accrued liabilities
arising in the ordinary course of business.



     “ASBC Guarantee” means the guarantee by the Company of distributions on the Capital
Securities of an ASBC Trust to the extent provided in the related Guarantee Agreement.



     “ASBC Trust” has the meaning specified in the first recital of this Indenture.



     “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section
6.14 to act on behalf of the Trustee to authenticate Securities of one or more series.



     “Board of Directors” means either the board of directors of the Company or any duly
authorized committee of that board.



     “Board Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification, and delivered to the Trustee.



     “Business Day”, when used with respect to any Place of Payment, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that
Place of Payment are authorized or obligated by law or executive order to close.



     “Capital Securities” has the meaning specified in the first recital of this Indenture.



     “Commission” means the Securities and Exchange Commission, from time to time
constituted, created under the Exchange Act, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties at such time.



     “Common Securities” has the meaning specified in the first recital of this Indenture.



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



     “Company” means the Person named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “Company” shall mean such successor Person.



     “Company Request” and “Company Order” mean, respectively, the written request
or order signed in the name of the Company by the Chairman of the Board of Directors, its President, its Chief Financial Officer, its Chief
Administrative Officer or a Senior Vice President; and by the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.



     “Corporate Trust Office” means the office of the 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



3









 







the
Trustee may designate from time to time by notice to the Company, or the principal corporate trust
office of any successor Trustee (or such other address as such successor Trustee may designate from
time to time by notice to the Company).



     “Corporation” includes a corporation, association, company, joint-stock company or
statutory trust.



     “Debt” means, with respect to any Person, whether recourse is to all or a portion of
the assets of such Person and whether or not contingent, (i) every obligation of such Person for
money borrowed; (ii) every obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments; (iii) every reimbursement obligation of such Person with respect to letters of
credit, bankers’ acceptances or similar facilities issued for the account of such Person; (iv)
every obligation of such 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); (v) every capital lease obligation of such Person; (vi) all indebtedness of
such Person whether incurred on or prior to the date of this Indenture or thereafter incurred, for
claims in respect of derivative products, including interest rate, foreign exchange rate and
commodity forward contracts, options and swaps and similar arrangements; and (vii) every obligation
of the type referred to in clauses (i) through (vi) of another Person and all dividends of another
Person the payment of which, in either case, such Person has guaranteed or is responsible or liable
for, directly or indirectly, as obligor or otherwise.



     “Defaulted Interest” has the meaning specified in Section 3.7.



     “Depositary” means, unless otherwise specified by the Company pursuant to Section 3.1,
with respect to Securities of any series issuable or issued in whole or in part in the form of one
or more Global Securities, The Depository Trust Company, New York, New York, or any successor
thereto registered under the Exchange Act, or other applicable statue or regulation.



     “Discount Security” means any security which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 5.2.



     “Distributions,” with respect to the Trust Securities issued by an ASBC Trust, means
amounts payable in respect of such Trust Securities as provided in the related Trust Agreement and
referred to therein as “Distributions.”



     “Dollar” or “U.S. $” means the currency of the United States of America that,
as at the time of payment, is legal tender for the payment of public and private debts.



     “Event of Default” has the meaning specified in Article V unless otherwise specified
in the supplemental indenture or the Officers’ Certificate delivered pursuant to Section 3.1 hereof
creating a series of Securities.



     “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor
thereto, in each case as amended from time to time.



4









 





     “Extension Period” has the meaning specified in Section 3.11.



     “Fitch” means Fitch, Inc.



     “Global Security” means a Security that evidences all or part of the Securities of any
series which is executed by the Company and authenticated and delivered by the Trustee to the
Depository or pursuant to the Depository’s instruction, all in accordance with this Indenture and
pursuant to a Company Order, which shall be registered as to principal and interest in the name of
the Depository or its nomine.



     “Guarantee Agreement” means the Guarantee Agreement substantially in the form attached
hereto as Annex C, or substantially in such form as may be specified as contemplated by Section 3.1
with respect to the Securities of any series, in each case as amended from time to time.



     “Holder” means a Person in whose name a Security is registered in the Securities
Register.



     “Indenture” means this instrument as originally executed and as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof or one or more Officers’ Certificates delivered pursuant to
Section 3.1 and shall include the terms of each particular series of Securities established as
contemplated by Section 3.1.



     “Interest Payment Date” means as to each series of Securities the Stated Maturity of
an installment of interest on such Securities.



     “Junior Subordinated Payment” has the meaning specified in Section 14.2.



     “Liquidation Amount” has the meaning, as to each ASBC Trust holding a series of
Securities issued hereunder, specified in the Trust Agreement under which such ASBC Trust is
formed.



     “Maturity” when used with respect to any Security means the date on which the
principal of such Security becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, call for redemption or otherwise.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Notice of Default” means a written notice of the kind specified in Section 5.1(c).



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.
One of the officers signing an Officers’ Certificate given pursuant to Section 10.4 shall be the
principal executive, financial or accounting officer of the Company.



5









 





     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the
Company, and who shall be acceptable to the Trustee.



     “Original Issue Date” means the date of issuance specified as such in each Security.



     “Outstanding” means, when used in reference to any Securities, as of the date of
determination, all Securities theretofore authenticated and delivered under this Indenture, except:




     (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee
for cancellation;




     (ii) Securities for whose payment money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent in trust for the Holders
of such Securities; and




     (iii) Securities in substitution for or in lieu of which other Securities have
been authenticated and delivered or which have been paid pursuant to Section 3.6,
unless proof satisfactory to the Trustee is presented that any such Securities are
held by Holders in whose hands such Securities are valid, binding and legal
obligations of the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor shall be disregarded and deemed not
to be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor. Upon the written request of the Trustee, the
Company shall furnish to the Trustee promptly an Officers’ Certificate listing and
identifying all Securities, if any, known by the Company to be owned or held by or
for the account of the Company, or any other obligor on the Securities or any
Affiliate of the Company or such obligor, and, subject to the provisions of Section
6.1, the Trustee shall be entitled to accept such Officers’ Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.



     “Paying Agent” means the Trustee or any Person authorized by the Company to pay) the
principal of or interest on any Securities on behalf of the Company.



     “Person” means any individual, corporation, partnership, joint venture, trust,
unincorporated organization or government or any agency or political subdivision thereof.



6









 





     “Place of Payment” means, with respect to the Securities of any series, the place or
places where the principal of (and premium, if any) and interest on the Securities of such series
are payable pursuant to Sections 3.1 and 3.11.



     “Predecessor Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in
lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.



     “Proceeding” has the meaning specified in Section 14.2.



     “Property Trustee” means, in respect of any ASBC Trust, the commercial bank or trust
company identified as the “Property Trustee” in the related Trust Agreement, solely in its capacity
as Property Trustee of such ASBC Trust under such Trust Agreement and not in its individual
capacity, or its successor in interest in such capacity, or any successor property trustee
appointed as therein provided.



     “Redemption Date,” when used with respect to any Security to be redeemed, means the
date fixed for such redemption by or pursuant to this Indenture.



     “Redemption Price,” when used with respect to any Security to be redeemed, means the
price at which it is to be redeemed pursuant to this Indenture.



     “Regular Record Date” for the interest payable on any Interest Payment Date with
respect to the Securities of a series means, unless otherwise provided pursuant to Section 3.1 with
respect to Securities of a series, (i) in the case of Securities of a series represented by one or
more Global Securities, the Business Day next preceding such Interest Payment Date and (ii) in the
case of Securities of a series not represented by one or more Global Securities, the date which is
fifteen days next preceding such Interest Payment Date (whether or not a Business Day).



     “Responsible Officer”, when used with respect to the Trustee, means any trust officer
or assistant trust officer or any other officer in the corporate trust department of the Trustee
having direct responsibility for the administration of this Indenture and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is referred because
of his knowledge of and familiarity with the particular subject.



     “S&P” means Standard & Poor’s Ratings Services.



     “Securities” or “Security” means any debt securities or debt security, as the
case may be, authenticated and delivered under this Indenture.



     “Securities Register” and “Securities Registrar” have the respective meanings
specified in Section 3.5.



     “Senior and Subordinated Debt” means the principal of (and 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 the Company whether or not such claim for post-petition interest
is



7









 







allowed in such proceeding), on Debt of the Company, whether incurred on or prior to the date of
this Indenture or thereafter incurred, unless, in the instrument creating or evidencing the same or
pursuant to which the same is outstanding, it is provided that such obligations are not superior in
right of payment to the Securities, provided, however, that Senior and Subordinated Debt shall not
be deemed to include (a) any Debt of the Company which, when incurred and without respect to any
election under Section 1111(b) of the Bankruptcy Reform Act of 1978, as amended, was without
recourse to the Company, (b) any Debt of the Company to any of its Subsidiaries, (c) Debt to any
employee of the Company, (d) any Debt that by its terms is subordinated to trade accounts payable
or accrued liabilities arising in the ordinary course of business, to the extent that payments made
to the obligees of such Debt by the holders of any Securities as a result of the subordination
provisions of this Indenture would be greater than they otherwise would have been as a result of
any obligation of such holders to pay amounts over to the obligees on such trade accounts payable
or accrued liabilities arising in the ordinary course of business as a result of the subordination
provisions to which such Debt is subject and (e) any Securities.



     “Special Event” has the meaning, as to each ASBC Trust holding a series of Securities
issued hereunder, specified in the Trust Agreement under which such ASBC Trust is formed.



     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by
the Trustee pursuant to Section 3.7.



     “Stated Maturity” when used with respect to any Security or any installment of
principal thereof or interest thereon means the date specified pursuant to the terms of such
Security as the date on which the principal of such Security or such installment of interest is due
and payable, in the case of such principal, as such date may be shortened or extended as provided
pursuant to the terms of such Security and this Indenture.



     “Subsidiary” means a corporation more than 50% of the outstanding voting stock of
which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by
the Company and one or more other Subsidiaries. For purposes of this definition, “voting stock”
means stock which ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of any contingency.



     “Tax Event” has the meaning, as to each ASBC Trust holding a series of Securities
issued hereunder, specified in the Trust Agreement under which such ASBC Trust is formed.



     “Trust Agreement” means the Trust Agreement substantially in the form attached hereto
as Annex A, as amended by the form of Amended and Restated Trust Agreement substantially in the
form attached hereto as Annex B, or substantially in such form as may be specified as contemplated
by Section 3.1 with respect to the Securities of any series, in each case as amended from time to
time.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Trustee” shall mean or include each Person who is



8









 







then a Trustee
hereunder and, if at any time there is more than one such Person, “Trustee” as used with respect to
the Securities of any series shall mean the Trustee with respect to Securities of that series.



     “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S)
77aaa-77bbb), as amended and as in effect on the date as of this Indenture, except as provided in
Section 9.5.



     “Trust Securities” has the meaning specified in the first recital of this Indenture.



     “Vice President” when used with respect to the Company, means any duly appointed vice
president, whether or not designated by a number or a word or words added before or after the title
“vice president.”



     1.2 Compliance Certificate and Opinions. Upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture
Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if
to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and
shall comply with the requirements of the Trust Indenture Act and any other requirements set forth
in this Indenture.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than the certificates provided pursuant to Section 10.5) shall
include:




     (a) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;




     (b) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;




     (c) a statement that, in the opinion of each such individual, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and




     (d) a statement as to whether, in the opinion of each such individual, such condition or
covenant has been complied with.



     1.3 Forms of Documents Delivered to Trustee. In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.



9









 





     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an officer or officers of
the Company stating that the information with respect to such factual matters is in the possession
of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that
the certificate or opinion or representations with respect to such matters are erroneous.



     Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions, or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.



     1.4 Acts of Holders.



          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to a
Responsible Officer of the Trustee and, where it is hereby expressly required, to the Company.
Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient.




          (c) The ownership of Securities shall be proved by the Securities Register.




          (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Security shall bind every future Holder of the same Security and the Holder of
every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done or suffered to be done by the Trustee or the Company in reliance thereon,
whether or not notation of such action is made upon such Security.




          (e) The Company may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give, make or take




10









 







any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or direction referred to in
the next paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain Holders after such record
date, provided that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities
of such series on such record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date has previously been
set pursuant to this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set
forth in Section 1.6.




     The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 5.2, (iii) any request to
institute proceedings referred to in Section 5.7(b) or (iv) any direction referred to in Section
5.12, in each case with respect to Securities of such series. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or direction, whether
or not such Holders remain Holders after such record date, provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such series on such record date. Nothing
in this paragraph shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person be canceled and of
no effect), and nothing in this paragraph shall be construed to render ineffective any action taken
by Holders of the requisite principal amount of Outstanding Securities of the relevant series on
the date such action is taken. Promptly after any record date is set pursuant to this paragraph,
the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section 1.6.



     With respect to any record date set pursuant to this Section, the party hereto which sets such
record dates may designate any day as the “Expiration Date” and from time to time may
change the Expiration Date to any earlier or later day, provided that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner set forth in Section
1.6, on or prior to the existing Expiration Date. If an Expiration Date is not designated with



11









 







respect to any record date set pursuant to this Section, the party hereto which set such record
date shall be deemed to have initially designated the 180th day after such record date as the
Expiration Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.



          (f) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Security may do so with regard to all or any part of the principal
amount of such Security or by one or more duly appointed agents each of which may do so pursuant to
such appointment with regard to all or any part of such principal amount.




     1.5 Notices, Etc. to Trustee and Company. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,



          (a) the Trustee by any Holder, any holder of Capital Securities or the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the
Trustee at its Corporate Trust Office, or




          (b) the Company by the Trustee, any Holder or any holder of Capital Securities shall be
sufficient for every purpose (except as otherwise provided in Section 5.1) hereunder if in writing
and mailed, first class, postage prepaid, to the Company, addressed to it at the address of its
principal office specified in the first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by the Company.




     1.6 Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of
any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if
in writing and mailed, first class postage prepaid, to each Holder affected by such event, at the
address of such Holder as it appears in the Securities Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect
in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either before or after the
event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall
be filed with the Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.



     1.7 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or
conflicts with the duties imposed by any of Sections 310 to 317, inclusive of the Trust Indenture
Act through operation of Section 319(c) thereof, such duties imposed shall control.



12









 





     1.8 Effect of Headings and Table of Contents. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the construction hereof.



     1.9 Successors and Assigns. All covenants and agreements in this Indenture by the
Company shall bind its successors and assigns, whether so expressed or not.



     1.10 Separability Clause. In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



     1.11 Benefits of Indenture. Nothing in this Indenture or in the Securities, express
or implied, shall give to any Person, other than the parties hereto and their successors and
assigns, the holders of Senior and Subordinated Debt, the Holders of the Securities and, to the
extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and 9.2, the holders of
Capital Securities, any benefit or any legal or equitable right, remedy or claim under this
Indenture.



     1.12 Governing Law. This Indenture and the Securities shall be governed by and
construed in accordance with the law of the State of New York. This Indenture is subject to the
provisions of the Trust Indenture Act that are required or deemed to be part of this Indenture and
shall, to the extent applicable, be governed by such provision.



     EACH OF THE COMPANY AND THE 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.



     1.13 Non-Business Days. In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day, then (notwithstanding any other
provision of this Indenture or the Securities) payment of interest or principal (and premium, if
any) need not be made on such date, but may be made on the next succeeding Business Day (and no
interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be, until such next succeeding Business Day except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (in each case with the same force and effect as if made on the Interest
Payment Date or Redemption Date or at the Stated Maturity)).



ARTICLE II

SECURITY FORMS




     2.1 Forms Generally. The Securities of each series shall be in substantially the
forms set forth in this Article, or in such other form or forms as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as are required or
permitted



13









 







by this Indenture and may have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may be required to comply with applicable tax laws
or the rules of any securities exchange or as may, consistently herewith, be determined by the
officers executing such securities, as evidenced by their execution of the Securities. If the form
of Securities of any series is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.3 with respect to the authentication and delivery of such
Securities.



     The Trustee’s certificates of authentication shall be substantially in the form set forth in
this Article.



     The definitive Securities shall be printed, lithographed or engraved or produced by any
combination of these methods, if required by any securities exchange on which the Securities may be
listed, on a steel engraved border or steel engraved borders or may be produced in any other manner
permitted by the rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their execution of such
securities.



     2.2 Form of Face of Security.



ASSOCIATED BANC-CORP




___% JUNIOR SUBORDINATED DEBENTURE DUE




CUSIP NO.:                    




			
	 	 	 
	No.                     
	 	Registered Principal Amount:                     






     Associated Banc-Corp, a corporation organized and existing under the laws of Wisconsin
(hereinafter called the “Company”, which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to                     , or
registered assigns, the principal sum of $                     Dollars on                     ; provided that the
Company may (i) shorten the Stated Maturity of the principal of this Security to a date not earlier
than                     , and (ii) extend the Stated Maturity of the principal of this Security at any
time on one or more occasions, subject to certain conditions specified in Section 3.13 of the
Indenture, but in no event to a date later than                     . The Company further promises to
pay interest on said principal sum from                      or from the most recent interest payment
date (each such date, an “Interest Payment Date”) on which interest has been paid or duly
provided for, semi-annually (subject to deferral as set forth herein) in arrears on the last day
of                 
    and 
                  
  of each year commencing           
               
           
     at the rate of                     % per annum, until
the principal hereof shall have become due and payable, plus Additional Interest, if any, until the
principal hereof is paid or duly provided for or made available for payment and on any overdue
principal and (without duplication and to the extent that payment of such interest is enforceable
under applicable law) on any overdue installment of interest at the rate of                     % per annum,
compounded semi- annually. The amount of interest payable for any



14









 







period shall be computed on the
basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial
period shall be computed on the basis of the number of days elapsed in a 360-day year of twelve
30-day months. In the event that any date on which interest is payable on this Security is not a
Business Day, then a payment of the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case with the same force
and effect as if made on the date the payment was originally payable. A “Business Day”
shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in
The City of New York are authorized or required by law or executive order to remain closed or (iii)
a day on which the Corporate Trust Office of the Trustee, or the principal office of the Property
Trustee under the Trust Agreement (hereinafter referred to) for [name of trust] is closed for
business. The interest installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest installment, which shall be [insert Record Date] next
preceding such Interest Payment Date. Any such interest installment not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than                      days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.



     So long as no Event of Default has occurred and is continuing, the Company shall have the
right at any time during the term of this Security to defer payment of interest on this Security,
at any time or from time to time, for up to                      consecutive                      interest payment periods
with respect to each deferral period (each an “Extension Period”), (during which Extension
Periods the Company shall have the right to make partial payments of interest on any Interest
Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid
(together with Additional Interest thereon to the extent permitted by applicable law)); provided,
however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this
Security; provided, further, that during any such Extension Period, the Company shall not, and
shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or
distributions or redeem, purchase, acquire or make a liquidation payment with respect to, any of
the Company’s capital stock (which includes common and preferred stock), or (ii) make any payment
of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security
of the Company (including Securities issued by the Company pursuant to the Indenture other than the
Securities represented by this certificate) that ranks pari passu with or junior in interest to
this Security or make any guarantee payments with respect to any guarantee by the Company of the
debt securities of any Subsidiaries of the Company (including ASBC Guarantees other than the ASBC
Guarantee related to the Capital Securities issued by [NAME OF TRUST]) if such guarantee ranks pari
passu with or junior in interest to this Security



15









 







(other than (a) dividends or distributions in
Common Stock of the Company, (b) any declaration of a dividend in connection with the
implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the
future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the
ASBC Guarantee related to the Capital Securities issued by [NAME OF TRUST], and (d) purchases of
Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefit
plans for its directors, officers or employees). Prior to the termination of any such Extension
Period, the Company may further extend such Extension Period, provided that such extension does not
cause such Extension Period to exceed                      consecutive interest payment periods or to extend
beyond the Stated Maturity. Upon the termination of any such Extension Period and upon the payment
of all amounts then due, and subject to the foregoing limitation, the Company may elect to begin a
new Extension Period. No interest shall be due and payable during an Extension Period except at
the end thereof. The Company shall give the Trustee, the Property Trustee and the Administrative
Trustees of [NAME OF TRUST] notice of its election to begin any Extension Period at least                     
Business Days prior to the earlier of (i) the date on which Distributions on the Capital Securities
would be payable except for the election to begin such Extension Period, or (ii) the date the
Administrative Trustees are required to give notice to any automated quotation system or to holders
of such Capital Securities of the record date or the date such Distributions are payable, but in
any event not less than                      Business Days prior to such record date.



     Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in the United States, in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment
of interest may be made (i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Securities Register or (ii) by wire transfer in immediately available
funds at such place and to such account as may be designated by the Person entitled thereto as
specified in the Securities Register.



     The indebtedness evidenced by this Security is, to the extent provided in the Indenture,
unsecured and will rank junior and subordinate and subject in right of payments to the prior
payment in full of all Senior and Subordinated Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee
on his behalf to take such actions as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of Senior and
Subordinated Debt, whether now outstanding or hereafter incurred, and waives reliance by each such
holder upon said provisions.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place. Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.



16









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	 	ASSOCIATED BANC-CORP

 	 
	 	By:  	 	 
	 	 	[President or Vice President] 	 
	 	 	 	 
	 



Attest:




                                                            

[Secretary or Assistant Secretary]





     2.3 Form of Reverse of Security. This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be issued in one
or more series under a Junior Subordinated Indenture, dated as of                                         , 2008 (herein
called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company,
N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof, limited in aggregate principal amount to $                    .



     All terms used in this Security that are defined in the Indenture and in the Amended and
Restated Trust Agreement, dated as of                                         ,                     , as amended (the “Trust
Agreement”), for [insert name of trust] among the Company, as Sponsor, and the Trustees named
therein, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the
case may be.



     [If applicable, insert – The Company may at any time, at its option, on or after                     , and
subject to the terms and conditions of Article XI of the Indenture], [if applicable insert – and
subject to the Company having received prior approval of the Board of Governors of the Federal
Reserve System (the “Federal Reserve”) if then required under applicable capital guidelines
or policies of the Federal Reserve] redeem this Security [in whole at any time] [or in part from
time to time], without premium or penalty, at a redemption price equal to [insert redemption price]
to the Redemption Date.]


     [If applicable, insert – Upon the occurrence and during the continuation of a Special Event in
respect of an ASBC Trust, the Company may, at its option, at any time within 90 days of the
occurrence of such Special Event redeem this Security, [if applicable, insert – in whole but not in
part], subject to the provisions of Section 11.7 and the other provisions of Article XI of the
Indenture, at a redemption price equal to [insert redemption price] to the Redemption Date.]




17









 






     [If applicable, insert – In the event of redemption of this Security in part only, a new
Security or Securities of this series for the portion hereof not redeemed will be issued in the
name of the Holder hereof upon the cancellation hereof.]



     The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of
this Security upon compliance by the Company with certain conditions set forth in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the Company and the
Trustee at any time to enter into a supplemental indenture or indentures for the purpose of
modifying in any manner the rights and obligations of the Company and of the Holders of the
Securities, with the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture
also contains provisions permitting Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.



     [If the Security is not a Discount Security, insert – As provided in and subject to the
provisions of the Indenture, if an Event of Default with respect to the Securities of this series
at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities of this series may
declare the principal amount of all the Securities of this series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by Holders),
provided that, in the case of the Securities of this series issued to an ASBC Trust, if upon an
Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of this series fails to declare the principal of all the Securities of this
series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation
Amount of the Capital Securities then outstanding shall have such right by a notice in writing to
the Company and the Trustee; and upon any such declaration the principal amount of and the accrued
interest (including any Additional Interest) on all the Securities of this series shall become
immediately due and payable, provided that the payment of principal and interest (including any
Additional Interest) on such Securities shall remain subordinated to the extent provided in Article
XIV of the Indenture.]



     [If the Security is a Discount Security, insert – As provided in and subject to the provisions
of the Indenture, if an Event of Default with respect to the Securities of this series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not
less than such portion of the principal amount as may be specified in the terms of this series may
declare an amount of principal of the Securities of this series to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in
the case of the Securities of this series issued to an ASBC Trust, if upon an Event of Default, the
Trustee or the Holders of not less than 25% in principal amount of



18









 







the Outstanding Securities of
this series fails to declare the principal of all the Securities of this series to be immediately
due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Capital
Securities then outstanding shall have such right by a notice in writing to the Company and the
Trustee. Such amount shall be equal to [insert formula for determining the amount]. Upon any such
declaration, such amount of the principal of and the accrued interest (including any Additional
Interest) on all the Securities of this series shall become immediately due and payable, provided
that the payment of principal and interest (including any Additional Interest) on such Securities
shall remain subordinated to the extent provided in Article XIV of the Indenture. Upon payment (i)
of the amount of principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of such interest shall
be legally enforceable), all of the Company’s obligations in respect of the payment of the
principal of and interest, if any, on this Security shall terminate.]



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Securities Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company maintained under
Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this
series, of authorized denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees. No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     The Securities of this series are issuable only in registered form without coupons in
denominations of minimum denominations of $                     and any integral multiples of $                     in
excess thereof. As provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount of Securities of
such series of a different authorized denomination, as requested by the Holder surrendering the
same.



     The Company and, by its acceptance of this Security or a beneficial interest therein, the
Holder of, and any Person that acquires a beneficial interest in, this Security agree that for
United States Federal, state and local tax purposes it is intended that this Security constitute
indebtedness.



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     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



     2.4 Form of Legend for Global Securities. Unless otherwise specified as contemplated
by Section 3.1 for the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:



     [If the Security is a Global Security, insert – Unless this certificate is presented by an
authorized representative of The Depository Trust Company, a New York corporation (the
“Depositary”), to the Company or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of the Depositary, ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.




UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES
REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]



     2.5 Form of Trustee’s Certificate of Authentication. This is one of the Securities
referred to in the within mentioned Indenture.



     Dated:                                         



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

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




     2.6 Securities Issuable in the Form of a Global Security.



          (a) If the Company shall establish pursuant to Section 3.1 that the Securities of a particular
series are to be issued in whole or in part in the form of one or more Global Securities, then the
Company shall execute and the Trustee shall, in accordance with Section 3.3 and the Company Order
delivered to the Trustee thereunder, authenticate and deliver, such Global Security or Securities,
which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal
amount of, the Outstanding Securities of such series to be represented by such Global Security or
Securities, (ii) shall be registered in the name of the Depositary for such Global Security or
Securities or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to
the Depositary’s instruction and (iv) shall bear a legend




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substantially to the following effect:
“Unless and until it is exchanged in whole or in part for the individual Securities represented
hereby, this Global Security may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of
the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of
such success Depositary.”




          (b) Notwithstanding any other provision of this Section 2.6 or of Section 3.5, unless the
terms of a Global Security expressly permit such Global Security to be exchanged in whole or in
part for individual Securities, a Global Security may be transferred, in whole but not in part and
in the manner provided in Section 3.5, only to the Depositary or another nominee of the Depositary
for such Global Security, or to a successor Depositary for such Global Security selected or
approved by the Company or to a nominee of such successor Depositary. Except as provided below,
owners of beneficial interests in a Global Security shall not be entitled to receive physical
delivery of the Securities represented by such Global Security and will not be considered the
Holders thereof for any purpose under this Indenture.




          (c) (i) If at any time the Depositary for a Global Security notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security or if at any time the
Depositary for the Securities for such series shall no longer be eligible or in good standing under
the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the
Company shall appoint a successor Depositary with respect to such Global Security. If a successor
Depositary for such Global Security is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the Company’s election
pursuant to Section 3.1 shall no longer be effective with respect to such Global Security and the
Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and
delivery of individual Securities of such series in exchange for such Global Security, will
authenticate and deliver individual Securities of such series of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of the Global Security in
exchange for such Global Security.





     (ii) The Company may at any time and in its sole discretion determine that the
Securities of any series issued or issuable in the form of one or more Global
Securities shall no longer be represented by such Global Security or Securities. In
such event the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of individual Securities of such series in
exchange in whole or in part for such Global Security, will authenticate and deliver
individual Securities of such series of like tenor and terms in definitive form in
an aggregate principal amount equal to the principal amount of such Global Security
or Securities representing such series in exchange for such Global Security or
Securities.




     (iii) A Global Security will also be exchangeable if there shall have occurred
or be continuing a default or an event which, with the giving of notice or lapse of
time or both, would constitute a default with respect to the Securities of such
series represented by such Global Security. In such event the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication and delivery
of individual Securities of such series in exchange in whole or in part



21









 







for such
Global Security, will authenticate and deliver individual Securities of such series
of like tenor and terms in definitive form in an aggregate principal amount equal to
the principal amount of such Global Security or Securities representing such series
in exchange for such Global Security or Securities.




     (iv) If specified by the Company pursuant to Section 3.1 with respect to
Securities issued or issuable in the form of a Global Security, the Depositary for
such Global Security may surrender such Global Security in exchange in whole or in
part for individual Securities of such series of like tenor and terms in definitive
form on such terms as are acceptable to the Company and such Depositary. Thereupon
the Company shall execute, and the Trustee shall authenticate and deliver, without
service charge, (1) to each Person specified by such Depositary a new Security or
Securities of the same series of like tenor and terms and of any authorized
denominations as requested by such Person or the Depositary in aggregate principal
amount equal to and in exchange for such Person’s beneficial interest in the Global
Security; and (2) to such Depositary a new Global Security of like tenor and terms
and in a denomination equal to the difference, if any, between the principal amount
of the surrendered Global Security and the aggregate principal amount of Securities
delivered to Holders thereof.




     (v) In any exchange provided for in any of the preceding four paragraphs, the
Company will execute and the Trustee will authenticate and deliver individual fully
registered Securities in authorized denominations. Upon the exchange of a Global
Security for individual Securities, such Global Security shall be cancelled by the
Trustee. Securities issued in exchange for a Global Security pursuant to this
Section 2.6 shall be registered in such names and in such authorized denominations
as the Depositary for such Global Security, pursuant to the instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee in writing.
The Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.




     (vi) Members in and participants of the Depositary shall have no rights under
the Indenture with respect to any Global Security held on their behalf by a
Depositary, and such Depositary may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary or impair, as between a Depositary and its members and participants, the
operation of customary practices governing the exercise of the rights of a Holder of
any Security of the series represented by such Global Security, including, without
limitation, the granting of proxies or other authorization of participants to give
or take any request, demand, authorization, direction, notice, consent, waiver or
other action which a Holder is entitled to give or take under the Indenture.



22









 





ARTICLE III

THE SECURITIES




     3.1 Title and Terms. The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.



     The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution, and set forth in an Officers’ Certificate (such Officers’ Certificate shall
have the effect of a supplemental indenture for all purposes hereunder), or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of a series:



          (a) the title of the securities of such series, which shall distinguish the Securities of the
series from all other Securities;




          (b) the limit, if any, upon the aggregate principal amount of the Securities of such series
which may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.6 and except for any Securities which,
pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);
provided, however, that the authorized aggregate principal amount of such series may be increased
above such amount by a Board Resolution to such effect;




          (c) the Stated Maturity or Maturities on which the principal of the Securities of such series
is payable or the method of determination thereof;




          (d) the rate or rates, if any, at which the Securities of such series shall bear interest, if
any, the rate or rates and extent to which Additional Interest, if any, shall be payable in respect
of any Securities of such series, the Interest Payment Dates on which such interest shall be
payable, the right, pursuant to Section 3.11 or as otherwise set forth therein, of the Company to
defer or extend an Interest Payment Date, and the Regular Record Date for the interest payable on
any Interest Payment Date or the method by which any of the foregoing shall be determined;




          (e) the place or places where the principal of (and premium, if any) and interest on the
Securities of such series shall be payable, the place or places where the Securities of such series
may be presented for registration of transfer or exchange, and the place or places where notices
and demands to or upon the Company in respect of the Securities of such series may be made;




          (f) the period or periods within or the date or dates on which, if any, the price or prices at
which and the terms and conditions upon which the Securities of such series may be redeemed, in
whole or in part, at the option of the Company;




          (g) the obligation or the right, if any, of the Company to prepay, repay or purchase the
Securities of such series pursuant to any sinking fund, amortization or analogous provisions, or at
the option of a Holder thereof, and the period or periods within which, the price or prices at
which, the currency or currencies (including currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole
or in part, pursuant to such obligation;




23









 








          (h) the denominations in which any Securities of such series shall be issuable;




          (i) if other than Dollars, the currency or currencies (including currency unit or units) in
which the principal of (and premium, if any) and interest, if any, on the Securities of the series
shall be payable, or in which the Securities of the series shall be denominated;




          (j) the additions, modifications or deletions, if any, in the Events of Default or covenants
of the Company set forth herein with respect to the Securities of such series;




          (k) if other than the principal amount thereof, the portion of the principal amount of
Securities of such series that shall be payable upon declaration of acceleration of the Maturity
thereof;




          (l) the additions or changes, if any, to this Indenture with respect to the Securities of such
series as shall be necessary to permit or facilitate the issuance of the Securities of such series
in bearer form, registrable or not registrable as to principal, and with or without interest
coupons;




          (m) any index or indices used to determine the amount of payments of principal of and premium,
if any, on the Securities of such series or the manner in which such amounts will be determined;




          (n) whether the Securities of the series, or any portion thereof, shall initially be issuable
in the form of a temporary Global Security representing all or such portion of the Securities of
such series and provisions for the exchange of such temporary Global Security for definitive
Securities of such series;




          (o) if applicable, that any Securities of the series shall be issuable in whole or in part in
the form of one or more Global Securities and, in such case, the respective Depositaries for such
Global Securities, the form of any legend or legends which shall be borne by any such Global
Security in addition to or in lieu of that set forth in Section 2.4 and any circumstances in
addition to or in lieu of those set forth in Section 3.5 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of such Global Security
in whole or in part may be registered, in the name or names of Persons other than the Depositary
for such Global Security or a nominee thereof;




          (p) the appointment of any Paying Agent or Agents for the Securities of such series;




          (q) the terms of any right to convert or exchange Securities of such series into any other
securities or property of the Company, and the additions or changes, if any, to this Indenture with
respect to the Securities of such series to permit or facilitate such conversion or exchange;




          (r) the form or forms of the Trust Agreement, Amended and Restated Trust Agreement and
Guarantee Agreement, if different from the forms attached hereto as Annexes A, B and C,
respectively;





24









 








          (s) the relative degree, if any, to which the Securities of the series shall be senior to or
be subordinated to other series of Securities in right of payment, whether such other series of
Securities are Outstanding or not; and




          (t) any other terms of the Securities of such series (which terms shall not be inconsistent
with the provisions of this Indenture).




     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided herein or in or pursuant to such Board Resolution and set
forth in such Officers’ Certificate or in any such indenture supplemental hereto.



     If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of
the Officers’ Certificate setting forth the terms of the series.



     The Securities shall be subordinated in right of payment to Senior and Subordinated Debt as
provided in Article XIV.



     3.2 Denominations. The Securities of each series shall be in registered form without
coupons and shall be issuable in minimum denominations as specified pursuant to Section 3.1.



     3.3 Execution, Authentication, Delivery and Dating. The Securities shall be executed
on behalf of the Company by its President or one of its Vice Presidents under its corporate seal
reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Securities may be manual or facsimile.



     Securities bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities. At any time and from time
to time after the execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in accordance with the
Company Order shall authenticate and deliver such Securities. If the form or terms of the
Securities of the series have been established by or pursuant to one or more Board Resolutions as
permitted by Sections 2.1 and 3.1, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled
to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating,



          (a) if the form of such Securities has been established by or pursuant to Board Resolution as
permitted by Section 2.1, that such form has been established in conformity with the provisions of
this Indenture;




          (b) if the terms of such Securities have been established by or pursuant to Board Resolution
as permitted by Section 3.1, that such terms have been established in conformity with the
provisions of this Indenture;




25









 








          (c) that such Securities, when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles;




          (d) that all laws and requirements in respect of the execution and delivery by the Company of
such Securities have been complied with; and




          (e) that all conditions precedent under the Indenture relating to the authentication and
delivery of such securities have been complied with.




     If such form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.



     Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be issued.



     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose, unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by the manual signature of
one of its authorized officers, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.



     3.4 Temporary Securities. Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any denomination, substantially of the tenor of the definitive Securities of such
series in lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.



26









 





     If temporary Securities of any series are issued, the Company will cause definitive Securities
of such series to be prepared without unreasonable delay. After the preparation of definitive
Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender
of the temporary Securities at the office or agency of the Company designated for that purpose
without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor one or more definitive Securities of the same series of authorized denominations having
the same Original Issue Date and Stated Maturity and having the same terms as such temporary
Securities. Until so exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of such series.



     3.5 Registration, Transfer and Exchange. The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Securities and of transfers
of Securities. Such register is herein sometimes referred to as the “Securities Register.”
The Trustee is hereby appointed “Securities Registrar” for the purpose of registering Securities
and transfers of Securities as herein provided.



     Upon surrender for registration of transfer of any Security at the office or agency of the
Company designated for that purpose the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Securities of
the same series of any authorized denominations, of a like aggregate principal amount, of the same
Original Issue Date and Stated Maturity and having the same terms.



     At the option of the Holder, Securities may be exchanged for other Securities of the same
series of any authorized denominations, of a like aggregate principal amount, of the same Original
Issue Date and Stated Maturity and having the same terms, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the
Holder making the exchange is entitled to receive.



     All Securities issued upon any transfer or exchange of Securities shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such transfer or exchange.



     Every Security presented or surrendered for transfer or exchange shall (if so required by the
Company or the Securities Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.



     No service charge shall be made to a Holder for any transfer or exchange of Securities, but
the Company may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Securities.



27









 





     No service charge shall be made to a Holder for any transfer or exchange of Securities, but
the Company may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Securities.



     Neither the Company nor the Trustee shall be required, pursuant to the provisions of this
Section, (i) to issue, transfer or exchange any Security of any series during a period beginning at
the opening of business 15 days before the day of selection for redemption of Securities pursuant
to Article XI and ending at the close of business on the day of mailing of notice of redemption or
(ii) to transfer or exchange any Security so selected for redemption in whole or in part, except,
in the case of any Security to be redeemed in part, any portion thereof not to be redeemed.



     3.6 Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is
surrendered to the Trustee together with such security or indemnity as may be required by the
Company or the Trustee to save each of them harmless, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a new Security of the same issue and series of
like tenor and principal amount, having the same Original Issue Date and Stated Maturity, and
bearing a number not contemporaneously outstanding.



     If there shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security, and (ii) such security or indemnity
as may be required by them to save each of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company
shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same issue and series of like tenor and
principal amount, having the same Original Issue Date and Stated Maturity as such destroyed, lost
or stolen Security, and bearing a number not contemporaneously outstanding.



     In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security.



     Upon the issuance of any new Security under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.



     Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the Company, whether or
not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other
Securities duly issued hereunder.



     The provisions of this Section 3.6 are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities.



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     3.7 Payment of Interest; Interest Rights Preserved. Interest on any Security of any
series which is payable, and is punctually paid or duly provided for, on any Interest Payment Date,
shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest in respect of
Securities of such series, except that, unless otherwise provided in the Securities of such series,
interest payable on the Stated Maturity of the principal of a Security shall be paid to the Person
to whom principal is paid. The initial payment of interest on any Security of any series which is
issued between a Regular Record Date and the related Interest Payment Date shall be payable as
provided in such Security or in the Board Resolution pursuant to Section 3.1 with respect to the
related series of Securities.



     Any interest on any Security which is payable, but is not timely paid or duly provided for, on
any Interest Payment Date for Securities of such series (herein called “Defaulted
Interest”), shall forthwith cease to be payable to the registered Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in clause (a) or (b) below:



          (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Securities of such series (or their respective Predecessor Securities) are registered at
the close of business on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such series and the date of
the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Clause provided. Thereupon, the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first class, postage prepaid, to each Holder of a Security of such series at
the address of such Holder as it appears in the Securities Register not less than 10 days prior to
such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the
Company, cause a similar notice to be published at least once in a newspaper, customarily published
in the English language on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, but such publication shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered on such Special Record Date and shall no longer
be payable pursuant to the following Clause (2).




          (b) The Company may make payment of any Defaulted Interest on the Securities of any series in
any other lawful manner not inconsistent with the requirements of any




29









 







securities exchange on which
such Securities may be listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such
manner of payment shall be deemed practicable by the Trustee.




     Subject to the foregoing provisions of this Section 3.7, each Security delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.



     3.8 Persons Deemed Owners. The Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and (subject to Section 3.7) any
interest on such Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.



     No holder of any beneficial interest in any Global Security held on such holder’s behalf by a
Depositary shall have any rights under this Indenture with respect to such Global Security, and
such Depositary may be treated by the Company, the Trustee, and any agent of the Company or the
Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall impair, as between a Depositary and such holders of beneficial
interests, the operation of customary practices governing the exercise of the rights of the
Depositary as Holder of any Security.



     None of the Company, the Trustee, the Paying Agent or the Security Registrar shall have any
responsibility or obligation to any beneficial owner in a Global Security or other Person with
respect to the accuracy of the records of the Depositary or its nominee or of any agent member,
with respect to any ownership interest in the Securities or with respect to the delivery to any
agent member, beneficial owner or other Person (other than the Depositary) of any notice (including
any notice of redemption) or the payment of any amount, under or with respect to such Securities.
All notices and communications to be given to the Holders and all payments to be made to Holders
under the Securities and this Indenture shall be given or made only to or upon the order of the
registered holders (which shall be the Depositary or its nominee in the case of the Global
Security). The rights of beneficial owners in the Global Security shall be exercised only through
the Depositary subject to the applicable procedures. The Trustee, the Paying Agent and the
Security Registrar shall be entitled to rely and shall be fully protected in relying upon
information furnished by the Depositary with respect to its members, participants and any
beneficial owners. The Trustee, the Paying Agent and the Security Registrar shall be entitled to
deal with the Depositary, and any nominee thereof, that is the registered holder of any Global
Security for all purposes of this Indenture relating to such Global Security (including the payment
of principal, premium, if any, and interest and additional amounts, if any, and the giving of
instructions or directions by or to the owner or holder of a beneficial ownership interest in such
Global Security) as the sole holder of such Global Security and shall have no obligations to the
beneficial owners thereof. None of the Company, the Trustee, the Paying Agent or the Security
Registrar shall have any responsibility or liability for any acts or omissions of the Depository
with respect to such Global Security, for the records of any such Depositary, including records in
respect of beneficial ownership interests in respect of any such Global



30









 







Security, for any
transactions between the Depository and any agent member or between or among the Depositary, any
such agent member and/or any holder or owner of a beneficial interest in such Global Security, or
for any transfer or beneficial interests in any such Global Security.



     3.9 Cancellation. All Securities surrendered for payment, redemption, transfer or
exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Securities and Securities surrendered directly to the Trustee for any such purpose
shall be promptly canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this Indenture. All
canceled Securities shall be destroyed by the Trustee and the Trustee shall deliver to the Company
a certificate of such destruction.



     3.10 Computation of Interest. Except as otherwise specified as contemplated by
Section 3.1 for Securities of any series, interest on the Securities of each series for any period
shall be computed on the basis of a 360-day year of twelve 30-day months and interest on the
Securities of each series for any partial period shall be computed on the basis of the number of
days elapsed in a 360-day year of twelve 30-day months.



     3.11 Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1
or Section 3.1 with respect to the Securities of a particular series, so long as no Event of
Default has occurred and is continuing, the Company shall have the right, at any time during the
term of such series, from time to time to defer the payment of interest on such Securities for up
to 20 consecutive quarterly periods or such other period or periods as may be specified as
contemplated by Section 3.1 (each, an “Extension Period”) during which Extension Periods
the Company shall have the right to make partial payments of interest on any Interest Payment Date.
No Extension Period shall end on a date other than an Interest Payment Date. At the end of any
such Extension Period the Company shall pay all interest then accrued and unpaid on the Securities
(together with Additional Interest thereon, if any, at the rate specified for the Securities of
such series to the extent permitted by applicable law); provided, however, that no Extension Period
shall extend beyond the Stated Maturity of the principal of the Securities of such series;
provided, further, that during any such Extension Period, the Company shall not, and shall not
permit any Subsidiary 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 Company’s capital stock
(which includes common and preferred stock), or (ii) make any payment of principal of or interest
or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including
Securities other than the Securities of such series) that ranks pari passu with or junior in
interest to the Securities of such series or make any guarantee payments with respect to any
guarantee by the Company of the debt securities of any Subsidiary of the Company (including ASBC
Guarantees other than the ASBC Guarantee related to the Capital Securities issued by the ASBC Trust
holding Securities of such series) if such guarantee rank pari passu with or junior in interest to
the securities of such series (other than (a) dividends or distributions in Common Stock, (b) any
declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or
the issuance of stock under any such plan in the



31









 







future or the redemption or repurchase of any such
rights pursuant thereto, (c) payments under the ASBC Guarantee related to the Capital Securities
issued by the ASBC Trust holding Securities of such series, and (d) purchases of Common Stock
related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its
directors, officers or employees). Prior to the termination of any such Extension Period, the
Company may further extend such Extension Period, provided that such extension does not cause such
Extension Period to extend beyond the Stated Maturity of the principal of such Securities. Upon
termination of any Extension Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new
Extension Period, subject to the above requirements. No interest shall be due and payable during
an Extension Period, except at the end thereof. The Company shall give the Trustee, the Property
Trustee and the Administrative Trustees of the ASBC Trust holding Securities of such series notice
of its election of any Extension Period (or an extension thereof) at least five Business Days prior
to the earlier of (i) the next succeeding date on which Distributions on the Capital Securities of
such ASBC Trust would be payable except for the election to begin or extend such Extension Period
or (ii) the date the Administrative Trustees of such ASBC Trust are required to give notice to any
automated quotation system or to holders of such Capital Securities of the record date or the date
such Distributions are payable, but in any event not less than five Business Days prior to such
record date.



     The Trustee shall promptly give notice of the Company’s election to begin any such Extension
Period to the Holders of the Outstanding Securities of such series.



     3.12 Agreed Tax Treatment. Each Security issued hereunder shall provide that the
Company and, by its acceptance of a Security or a beneficial interest therein, the Holder of, and
any Person that acquires a beneficial interest in, such Security agree that for United States
Federal, state and local tax purposes it is intended that such Security constitute indebtedness.



     3.13 Shortening or Extension of Stated Maturity. If specified as contemplated by
Section 2.1 or Section 3.1 with respect to the Securities of a particular series, the Company shall
have the right to (i) shorten the Stated Maturity of the principal of the Securities of such series
at any time to any date not earlier than the first date on which the Company has the right to
redeem the Securities of such series, and (ii) extend the Stated Maturity of the principal of the
Securities of such series at any time at its election for one or more periods, but in no event to a
date later than 49 years after the first Interest Payment Date following the Original Issue Date of
the Securities of such series; provided that, if the Company elects to exercise its right to extend
the Stated Maturity of the principal of the Securities of such series pursuant to clause (ii)
above, at the time such election is made and at the time of extension (A) the Company is not in
bankruptcy, otherwise insolvent or in liquidation, (B) the Company is not in default in the payment
of any interest or principal on such Securities, (C) the ASBC Trust holding Securities of such
series is not in arrears on payments of Distributions on the Capital Securities issued by such ASBC
Trust and no deferred Distributions are accumulated and (D) such Securities are rated not less than
BBB- by S&P or Baa3 by Moody’s or the equivalent by Fitch or any other nationally recognized
statistical rating organization. In the event the Company elects to shorten or extend the Stated
Maturity of the Securities of any series, it shall give notice to the Trustee, and the Trustee
shall give notice of such shortening or extension to the Holders thereof no less than 30 and no
more than 60 days prior to the effectiveness thereof.



32









 





     3.14 CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” numbers (if
then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
as a convenience to Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.



ARTICLE IV

SATISFACTION AND DISCHARGE




     4.1 Satisfaction and Discharge of Indenture. This Indenture shall, upon Company
Request, cease to be of further effect (except as to any surviving rights of registration of
transfer or exchange of Securities herein expressly provided for and as otherwise provided in this
Section 4.1) and the Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when



          (a) either





     (i) all Securities theretofore authenticated and delivered (other than (A)
Securities which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 3.6 and (B) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from such trust, as provided in
Section 10.3) have been delivered to the Trustee for cancellation; or




     (ii) all such Securities not theretofore delivered to the Trustee for
cancellation




     (A) have become due and payable, or




     (B) will become due and payable at their Stated Maturity within one
year of the date of deposit, or




     (C) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company, and the Company, in
the case of clause (ii)(A), (B) or (C) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for such purpose an
amount in the currency or currencies in which the Securities of such series
are payable sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest (including any Additional
Interest) to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;



33









 





          (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company;
and




          (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with.




     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating
Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to
subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 4.2 and
the last paragraph of Section 10.3 shall survive.



     4.2 Application of Trust Money. Subject to the provisions of the last paragraph of
Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by the Trustee, in accordance with the provisions of the Securities and this Indenture,
to the payment, either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for the payment of which such money or obligations have been
deposited with or received by the Trustee.



ARTICLE V

REMEDIES




     5.1 Events of Default. “Event of Default”, wherever used herein with respect
to the Securities of any series, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):



          (a) default in the payment of any interest upon any Security of that series, including any
Additional Interest in respect thereof, when it becomes due and payable, and continuance of such
default for a period of 30 days (subject to the deferral of any due date in the case of an
Extension Period) or, if later, the conclusion of a period consisting of 20 or more consecutive
quarters, commencing with the quarter following the earliest quarter for which interest (including
interest payments deferred pursuant to Section 3.11) has not been paid in full; or




          (b) default in the payment of principal of or any premium on any Security of that series at
its maturity;




          (c) default in the performance, or breach, of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that series), and continuance
of such default or breach for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee by




34









 







the Holders of
not less than 25% of the Outstanding Securities of that series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or




          (d) the entry of a decree or order for relief in respect of the Company by a court having
jurisdiction in the premises in an involuntary case under the Federal bankruptcy laws, as now or
hereafter constituted, and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days; or




          (e) the commencement by the Company of a voluntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or the consent by the Company to the entry of a decree or order for
relief in an involuntary case under any such law; or




          (f) the related ASBC Trust shall have voluntarily or involuntarily dissolved, wound-up its
business or otherwise terminated its existence, except in connection with (i) the distribution of
Securities to holders of the Capital Securities, (ii) the redemption of Securities and the related
series of Capital Securities or (iii) a consolidation, merger, conveyance, transfer or lease
permitted by Section 8.1 of this Indenture; or




          (g) any other Event of Default provided with respect to Securities of that series.




     5.2 Acceleration of Maturity; Rescission and Annulment. If an Event of Default with
respect to Securities of any series at the time Outstanding occurs and is continuing, then and in
every such case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if the Securities of
that series are Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all the Securities of that series to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in
the case of the Securities of a series issued to ASBC Trust, if, upon an Event of Default, the
Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of
that series fail to declare the principal of all the Securities of that series to be immediately
due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding
series of Capital Securities then outstanding shall have such right by a notice in writing to the
Company and the Trustee; and upon any such declaration such principal amount (or specified portion
thereof) of and the accrued interest (including any Additional Interest) on all the Securities of
such series shall become immediately due and payable. Payment of principal and interest (including
any Additional Interest) on such Securities shall remain subordinated to the extent provided in
Article XIII notwithstanding that such amount shall become immediately due and payable as herein
provided.



     At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of
the Outstanding Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:



35









 





          (a) the Company has paid or deposited with the Trustee a sum sufficient to pay:





     (i) all overdue installments of interest (including any Additional Interest) on
all Securities of that series,




     (ii) the principal of (and premium, if any, on) any Securities of that series
which have become due otherwise than by such declaration of acceleration and
interest thereon at the rate borne by the Securities, and




     (iii) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel; and



          (b) all Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which has become due solely by such
acceleration, have been cured or waived as provided in Section 5.13.




     The holders of a majority in aggregate Liquidation Amount of the corresponding series of
Capital Securities issued by the ASBC Trust holding Securities of the corresponding series issued
hereunder shall also have the right to rescind and annul such declaration and its consequences by
written notice to the Company and the Trustee subject to the satisfaction of the conditions set
forth in clauses (a) and (b) above of this Section 5.2.



     No such rescission shall affect any subsequent default or impair any right consequent thereon.



     5.3 Collection of Indebtedness and Suits for Enforcement by Trustee. The Company
covenants that if:



          (a) default is made in the payment of any installment of interest (including any Additional
Interest) on any Security when such interest becomes due and payable and such default continues for
a period of 30 days, or




          (b) default is made in the payment of the principal of (and premium, if any, on) any Security
at the Maturity thereof, the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable on such Securities
for principal, including any sinking fund payment or analogous obligations (and premium, if any)
and interest (including any Additional Interest); and, in addition thereto, all amounts owing the
Trustee under Section 6.7.




     If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon the Securities, wherever situated.



36









 





     If an Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy.



     5.4 Trustee May File Proofs of Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Securities or the
property of the Company or of such other obligor or their creditors,



          (a) the Trustee (irrespective of whether the principal of the Securities of any series shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of overdue principal
(and premium, if any) or interest (including any Additional Interest)) shall be entitled and
empowered, by intervention in such proceeding or otherwise,





     (i) to file and prove a claim for the whole amount of principal (and premium,
if any) and interest (including any Additional Interest) owing and unpaid in respect
to the Securities and to file such other papers or documents as may be necessary or
advisable and to take any and all actions as are authorized under the Trust
Indenture Act in order to have the claims of the Holders and any predecessor to the
Trustee under Section 6.7 allowed in any such judicial proceedings; and




     (ii) in particular, the Trustee shall be authorized to collect and receive any
moneys or other property payable or deliverable on any such claims and to distribute
the same in accordance with Section 5.6; and



          (b) any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee for distribution in accordance with Section 5.6, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
amount due to it and any predecessor Trustee under Section 6.7.




     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or
similar official and be a member of a creditors’ or other similar committee.



     5.5 Trustee May Enforce Claim Without Possession of Securities. All rights of action
and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in any proceeding



37









 







relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after provision for the
payment of all the amounts owing the Trustee and any predecessor Trustee under Section 6.7, its
agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.



     5.6 Application of Money Collected. Any money or property collected or to be applied
by the Trustee with respect to a series of Securities pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the Trustee and, in case of the distribution of
such money or property on account of principal (or premium, if any) or interest (including any
Additional Interest), upon presentation of the Securities and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:



     FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee under Section
6.7;



     SECOND: Subject to Article XIV, to the payment of the amounts then due and unpaid upon such
series of Securities for principal (and premium, if any) and interest (including any Additional
Interest), in respect of which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and payable on such series
of Securities for principal (and premium, if any) and interest (including any Additional Interest),
respectively; and



     THIRD: The balance, if any, to the Person or Persons entitled thereto.



     5.7 Limitation on Suits. No Holder of any Securities of any series shall have any
right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the
appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official)
or for any other remedy hereunder, unless:



          (a) such Holder has previously given written notice to a Responsible Officer of the Trustee of
a continuing Event of Default with respect to the Securities of that series;




          (b) the Holders of not less than 25% in principal amount of the Outstanding Securities of that
series shall have made written request to a Responsible Officer of the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee hereunder;




          (c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request;




          (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and




          (e) no direction inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities
of that series; it being understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing itself of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holders of




38









 







Securities, or to
obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.




     5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest; Direct
Action by Holders of Capital Securities. Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right which is absolute and unconditional to
receive payment of the principal of (and premium, if any) and (subject to Section 3.7) interest
(including any Additional Interest) on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for
the enforcement of any such payment, and such right shall not be impaired without the consent of
such Holder. Any holder of the corresponding series of Capital Securities issued by the ASBC Trust
holding Securities of a series issued hereunder shall have the right, upon the occurrence of an
Event of Default described in Section 5.1(a) or 5.1(b), to institute a suit directly against the
Company for enforcement of payment to such holder of principal of (premium, if any) and (subject to
Section 3.7) interest (including any Additional Interest) on the Securities having a principal
amount equal to the aggregate Liquidation Amount of such Capital Securities of the corresponding
series held by such holder.



     5.9 Restoration of Rights and Remedies. If the Trustee, any Holder or any holder of
Capital Securities has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee, such Holder or such holder of Capital Securities, then and in
every such case the Company, the Trustee, the Holders and such holder of Capital Securities shall,
subject to any determination in such proceeding, be restored severally and respectively to their
former positions hereunder, and thereafter all rights and remedies of the Trustee, the Holders and
the holders of Capital Securities shall continue as though no such proceeding had been instituted.



     5.10 Rights and Remedies Cumulative. Except as otherwise provided in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.



     5.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any
Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.



     5.12 Control by Holders. The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time, method and place of



39









 







conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such series, provided that:



          (a) such direction shall not be in conflict with any rule of law or with this Indenture;




          (b) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction; and




          (c) such direction is not unduly prejudicial to the rights of other Holders.




     5.13 Waiver of Past Defaults. The Holders of not less than a majority in principal
amount of the Outstanding Securities of any series and the holders of a majority of the Liquidation
Amount of the outstanding Capital Securities issued by the ASBC Trust holding Securities of such
series may waive any past default hereunder and its consequences with respect to such series except
a default:



          (a) in the payment of the principal of (or premium, if any) or interest (including any
Additional Interest) on any Security of such series, or




          (b) in respect of a covenant or provision hereof which under Article IX cannot be modified or
amended without the consent of the Holder of each Outstanding Security of such series affected.




     Any such waiver shall be deemed to be on behalf of the Holders of all the Securities of such
series or, in the case of a waiver by holders of Capital Securities issued by such ASBC Trust, by
all holders of Capital Securities issued by such ASBC Trust.



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



     5.14 Undertaking for Costs. All parties to this Indenture agree, and each Holder of
any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or
to any suit instituted by any Holder for the enforcement of the payment of the principal of (or
premium, if any) or interest (including any Additional Interest) on any Security on or after the
respective Stated Maturities expressed in such Security.



     5.15 Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner



40









 







whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.



ARTICLE VI

THE TRUSTEE




     6.1 Certain Duties and Responsibilities.



          (a) Except during the continuance of an Event of Default;





     (i) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and




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



          (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the circumstances in the
conduct of his own affairs.




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





     (i) this Subsection shall not be construed to limit the effect of subsection
(a) of this Section;




     (ii) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and




     (iii) the 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 Holders
pursuant to Section 5.12 relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or



41









 







power
conferred upon the Trustee, under this Indenture with respect to the Securities of
such series.



          (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if there shall be reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.




          (e) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 6.1.




     6.2 Notice of Defaults. Within 90 days after the occurrence of any default hereunder
known to the Trustee with respect to the Securities of any series, the Trustee shall transmit by
mail to all Holders of Securities of such series, as their names and addresses appear in the
Securities Register, notice of such default hereunder, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment of the principal of
(or premium, if any) or interest on any Security of such series or in the payment of any sinking
fund installment with respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interests of the Holders of Securities of such series; and
provided, further, that in the case of any default of the character specified in Section 5.1(c)
with respect to Securities of such series, no such notice to Holders of Securities of such series
shall be given until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse of time or both
would become, a default with respect to Securities of such series.



     Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an
Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to
take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be
full and complete authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.



     The Trustee shall not be deemed to have notice of any default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a default is received by a Responsible Officer of the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.



     6.3 Certain Rights of Trustee. Subject to the provisions of Section 6.1 and Sections
315(a) through 315(d) of the Trust Indenture Act:



          (a) the Trustee may rely and shall be 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




42









 







document
believed by it to be genuine and to have been signed or presented by the proper party or parties;




          (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;




          (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, rely upon an Officers’ Certificate;




          (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of
Counsel 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 reliance thereon;




          (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction;




          (f) the 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 Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;




          (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the 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;




          (h) the Trustee shall not be liable for any action taken, suffered or omitted to be taken by
it in good faith and reasonably believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Indenture;




          (i) the Trustee shall not be deemed to have notice of any default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof of, unless written notice of any
event which is in fact such a default is received by a Responsible Officer of the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Securities and this
Indenture, unless the Trustee has received notice of such default or Event of Default pursuant to
Section 10.04 hereof;




43









 








          (j) the rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder;




          (k) the Trustee may request that the Company deliver an Officers’ Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded;




          (l) anything in this Indenture notwithstanding, in no event shall the 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




          (m) the Trustee shall not be responsible or liable for any failure or delay in the performance
of its obligations under this Indenture 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;
and acts of civil or military authority and governmental action.




     6.4 Not Responsible for Recitals or Issuance of Securities. The recitals contained
herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken
as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating
Agent shall be accountable for the use or application by the Company of the Securities or the
proceeds thereof.



     6.5 May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, any
Securities Registrar or any other agent of the Company, in its individual or any other capacity,
may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise
deal with the Company with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Securities Registrar or such other agent.



     6.6 Money Held in Trust. Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise agreed with the
Company.



     6.7 Compensation and Reimbursement. The Company agrees



          (a) to pay to the Trustee from time to time such compensation as shall be agreed in writing
between the Company and the Trustee for all services rendered by it hereunder




44









 







(which compensation
shall not be limited by any provision of law in regard to the compensation of a trustee of an
express trust);




          (b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense, disbursement or
advance as may be attributable to its negligence, willful misconduct or bad faith; and




          (c) to indemnify each of the Trustee and any predecessor Trustee and their officers, agents,
directors and employees for, and to hold them harmless against, any and all loss, liability,
damage, claim or expense, including taxes (other than taxes based on the income of the Trustee)
incurred without negligence, willful misconduct 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
costs and expenses of defending itself against any claim (whether against the Company, a Holder or
any other Person) or liability in connection with the exercise or performance of any of its powers
or duties hereunder or in connection with enforcing the Provisions of this Section 6.7.




     The Trustee shall have a lien prior to the Securities as to all property and funds held by it
hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.7, except
with respect to funds held in trust for the benefit of the Holders of particular Securities.



     When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 5.1(d) or Section 5.1(e), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to constitute expenses
of administration under any applicable Federal or State bankruptcy, insolvency or other similar
law.



     The provisions of this Section shall survive the termination of this Indenture.



     6.8 Disqualification; Conflicting Interests. If the Trustee has or shall acquire a
conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture.



     6.9 Corporate Trustee Required; Eligibility. There shall at all times be one (and
only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee
hereunder for Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to Section 310(a)(1) and (5) of the Trust Indenture Act to act as such, and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000. If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining authority, then,
for the purposes of this Section 6.9, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 6.9, it shall resign immediately in the manner and



45









 







with the effect
hereinafter specified in this Article VI. If the Trustee has or shall acquire any conflicting
interest, as defined in Section 310(b) of the Trust Indenture Act, with respect to the Securities
of any series, the Trustee shall take such action as is required pursuant to said Section
310(b).Neither the Company nor any Person directly or indirectly controlling, controlled by or
under common control with the Company shall serve as Trustee for the Securities of any series
issued hereunder.



     6.10 Resignation and Removal; Appointment of Successor.



          (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article VI shall become effective until the acceptance of appointment by the
successor Trustee under Section 6.11.




          (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.




          (c) The Trustee may be removed at any time with respect to the Securities of any series by Act
of the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to a Responsible Officer of the Trustee and to the Company. If the instrument of
acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after
the giving of such notice of removal, the Trustee being removed may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.




          (d) If at any time:





     (i) Trustee shall fail to comply with the obligations imposed upon it under
Section 310(b) of the Trust Indenture Act after written request therefor by the
Company or by any Holder of a Security who has been a bona fide Holder of a Security
for at least six months, or




     (ii) the Trustee shall cease to be eligible under Section 6.9 and shall fail to
resign after written request therefor by the Company or by any such Holder, or




     (iii) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (A) the Company by a Board Resolution, may
remove the Trustee with respect to all Securities, or (B) subject to Section 5.14,
any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court of
competent



46









 







jurisdiction for the removal of the Trustee with respect to all Securities
and the appointment of a successor Trustee or Trustees.



          (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 6.11. If, within one year
after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities of such series and
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company or the Holders and
accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder
of a Security for at least six months may, subject to Section 5.14, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.




          (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series to all Holders of Securities of such series in the manner provided in
Section 1.6. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.




     6.11 Acceptance of Appointment by Successor.



          (a) In case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges (including fees and expenses of
its agents and counsel), execute and deliver an instrument transferring to such successor Trustee
all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.




          (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (i)
shall contain such provisions as shall be necessary or desirable to transfer and confirm




47









 







to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee and upon the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts, and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall, upon payment of fees and expenses of
its agents and counsel, duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.




          (c) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
rights, powers and trusts referred to in the first or second preceding paragraph, as the case may
be.




          (d) No successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible under this Article VI.




     6.12 Merger, Conversion, Consolidation or Succession to Business. Any Person into
which the Trustee may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or
any Person succeeding to all or substantially all the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided such Person shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself authenticated such
Securities.



     6.13 Preferential Collection of Claims Against Company. If and when the Trustee shall
be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee
shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).



48









 





     6.14 Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent
or Agents with respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall be acceptable to the Company and, except as specified as contemplated by Section 301 of
the Trust Indenture Act, shall at all times



     (1) be a corporation that would be permitted by Section 310(a)(1) and (5) of the Trust
Indenture Act to be able to act as a trustee under an indenture qualified under the Trust Indenture
Act,



     (2) be authorized under applicable law and by its charter to act as such, and



     (3) have a combined capital and surplus (computed in accordance with Section 310(a)(2) of the
Trust Indenture Act) of not less that $50,000,000.


If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section. If the Authenticating Agent has or shall acquire any conflicting
interest, as defined in Section 310(b) of the Trust Indenture Act, with respect to the Securities
of any series, the Authenticating Agent shall take such action as is required pursuant to said
Section 310(b).




     Any Person into which an Authenticating Agent may be merged or converted or with which it may
be consolidated, or any Person resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any person succeeding to all or substantially all of the
corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such Person shall be otherwise eligible under this Section, without
the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, the
Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of
Securities of the series with respect to which such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor



49









 







hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible
under the provision of this Section 6.14.



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.



     If an appointment with respect to one or more series is made pursuant to this Section 6.14,
the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate
of authentication, an alternative certificate of authentication in the following form:



     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



     Dated:                                        



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

 	 
	 	By:  	 	 
	 	 	As Authenticating Agent 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY





     7.1 Company to Furnish Trustee Names and Addresses of Holders. The Company will
furnish or cause to be furnished to the Trustee:



          (a) semi-annually, not more than 15 days after January 15 and July 15 in each year, a list, in
such form as the Trustee may reasonably require, of the names and addresses of the Holders as of
January 1 and July 1 of such year, and




          (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished, excluding from any such list names and
addresses received by the Trustee in its capacity as Securities Registrar.




     7.2 Preservation of Information; Communications to Holders.



          (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act, at the times and in
the manner provided pursuant thereto.




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          (b) Reports so required to be transmitted at stated intervals of not more than 12 months shall
be transmitted no later than July 15 in each calendar year, commencing with the first July 15 after
the first issuance of Securities under this Indenture.




          (c) A copy of each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed and also with the
Commission. The Company will notify the Trustee when any Securities are listed on any stock
exchange.




     7.3 Reports by Trustee.



          (a) Within 60 days after May 15 of each year commencing with the year 2009, the Trustee shall
transmit by mail to all Holders of Securities of each series, as their names and addresses appear
in the Security Register, and to any other Persons specified in Section 313(c) of the Trust
Indenture Act, a brief report dated as of such May 15, in accordance with, and to the extent
required under, Section 313 of the Trust Indenture Act.




          (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which the Securities of any series are listed, with the
Commission and with the Company. The Company will notify the Trustee when the Securities of any
series are listed on any stock exchange.




     7.4 Reports by Company. The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most recent list
furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received
by the Trustee in its capacity as Securities Registrar. The Trustee may destroy any list furnished
to it as provided in Section 7.1 upon receipt of a new list so furnished.



ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




     8.1 Company May Consolidate, Etc., Only on Certain Terms. The Company shall not
consolidate with or merge into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, and no Person shall consolidate with or merge
into the Company or convey, transfer or lease its properties and assets substantially as an
entirety to the Company, unless:



          (a) in case the Company shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets substantially as an entirety to any Person, the
corporation formed by such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation, partnership or trust organized and existing
under the laws of the United States of America or any State or the District of Columbia, and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if
any) and interest (including any Additional Interest) on all the Securities and the




51









 







performance of
every covenant of this Indenture on the part of the Company to be performed or observed;




          (b) immediately after giving effect to such 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
happened and be continuing;




          (c) such consolidation, merger, conveyance, transfer or lease is permitted under the related
Trust Agreement and related ASBC Guarantee with respect to the ASBC Trust holding Securities of the
corresponding series issued hereunder and does not give rise to any breach or violation of the
related Trust Agreement or related ASBC Guarantee; and




          (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and any such
supplemental indenture comply with this Article and that all conditions precedent herein provided
for relating to such transaction have been complied with; and the Trustee, subject to Section 6.1,
may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such
transaction complies with this Section 8.1.




     8.2 Successor Corporation Substituted. Upon any consolidation or merger by the
Company with or into any other Person, or any conveyance, transfer or lease by the Company of its
properties and assets substantially as an entirety to any Person in accordance with Section 8.1,
the successor corporation formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; and in the event of any such conveyance,
transfer or lease the Company shall be discharged from all obligations and covenants under the
Indenture and the Securities and may be dissolved and liquidated.



     Such successor Person may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Securities issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee; and, upon the order of such successor
Person instead of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which
previously shall have been signed and delivered by the officers of the Company to the Trustee for
authentication pursuant to such provisions and any Securities which such successor Person
thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose
pursuant to such provisions. All the Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had been issued at the
date of the execution hereof.



     In case of any such consolidation, merger, sale, conveyance or lease, such changes in
phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.




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ARTICLE IX

SUPPLEMENTAL INDENTURES




     9.1 Supplemental Indentures without Consent of Holders. Without the consent of any
Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, provided, however, that the form and terms of Securities of any series may be
established by a Board Resolution, as set forth in the Officers’ Certificate delivered to the
Trustee pursuant to Section 3.1, without entering into a supplemental indenture for all purposes
hereunder, for any of the following purposes:



          (a) to evidence the succession of another Person to the Company, and the assumption by any
such successor of the covenants of the Company herein and in the Securities contained; or




          (b) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to
surrender any right or power herein conferred upon the Company; or




          (c) to establish the form or terms of Securities of any series as permitted by Sections 2.1 or
3.1; or




          (d) to add to the covenants of the Company for the benefit of the Holders of all or any series
of Securities (and if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company; or




          (e) to add any additional Events of Default for the benefit of the Holders of all or any
series of Securities (and if such additional Events of Default are to be for the benefit of less
than all series of Securities, stating that such additional Events of Default are expressly being
included solely for the benefit of such series); or




          (f) to change or eliminate any of the provisions of this Indenture, provided that any such
change or elimination shall become effective only when there is no Security Outstanding of any
series created prior to the execution of such supplemental indenture which is entitled to the
benefit of such provision; or




          (g) to secure the Securities; or




          (h) to establish the form or terms of Securities of any series as permitted by Sections 2.1
and 3.1; or




          (i) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions with
respect to matters or questions arising under this Indenture, provided that such action pursuant to
this clause (i) shall not adversely affect the interest of the Holders of Securities
of any series in any material respect, or for so long as any of the corresponding series of
Capital Securities issued by the ASBC Trust holding Securities of such series shall remain
outstanding, the holders of such Capital Securities; or




53









 








          (j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or




          (k) to comply with the requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act.




     9.2 Supplemental Indentures with Consent of Holders. With the consent of the Holders
of not less than a majority in principal amount of the Outstanding Securities of each series
affected by such supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner
the rights of the Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of each Outstanding
Security affected thereby,



          (a) except to the extent permitted by Section 3.11 or as otherwise specified as contemplated
by Section 2.1 or Section 3.1 with respect to the deferral of the payment of interest on the
Securities of any series, change the Stated Maturity of the principal of, or any installment of
interest (including any Additional Interest) on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or reduce any premium payable upon the redemption thereof,
or reduce the amount of principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the place of
payment where, or the coin or currency in which, any Security or interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or




          (b) reduce the percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this Indenture, or




          (c) modify any of the provisions of this Section, Section 5.13 or Section 10.5, except to
increase any such percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Security affected thereby; or




          (d) modify the provisions in Article XIV of this Indenture with respect to the subordination
of Outstanding Securities of any series in a manner adverse to the Holders thereof;



provided, further, that, so long as any of the corresponding series of Capital Securities issued by
the ASBC Trust holding Securities of a series issued hereunder remains outstanding, (i) no such
amendment shall be made that adversely affects the holders of such Capital Securities in any


54









 






material respect, and no termination of this Indenture shall occur, and no waiver of any Event of
Default or compliance with any covenant under this Indenture shall be effective, without the prior
consent of the holders of at least a majority of the aggregate liquidation preference of such
Capital Securities then outstanding unless and until the principal (and premium, if any) of the
Securities of such series and all accrued and, subject to Section 3.7, unpaid interest (including
any Additional Interest) thereon have been paid in full and (ii) no amendment shall be made to
Section 5.8 of this Indenture that would impair the rights of the holders of Capital Securities
provided therein without the prior consent of the holders of each Capital Security then outstanding
unless and until the principal (and premium, if any) of the Securities of such series and all
accrued and (subject to Section 3.7) unpaid interest (including any Additional Interest) thereon
have been paid in full.




     A supplemental indenture that changes or eliminates any covenant or other provision of this
Indenture that has expressly been included solely for the benefit of one or more particular series
of Securities or Capital Securities, or which modifies the rights of the Holders of Securities or
holders of Capital Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of Securities or
holders of Capital Securities of any other series.



     It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.



     9.3 Execution of Supplemental Indentures. In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Officers’ Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.



     9.4 Effect of Supplemental Indentures. Upon the execution of any supplemental
indenture under this Article IX or delivery to the Trustee of the Officers’ Certificate pursuant to
Section 3.1 hereof (which Officers’ Certificate shall have the effect of a supplemental indenture
for all purposes hereunder), this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.



     9.5 Conformity with Trust Indenture Act. Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Act.



     9.6 Reference in Securities to Supplemental Indentures. Securities of any series
authenticated and delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to conform, in the opinion of the Trustee



55









 







and the Company, to any such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.



     9.7 Notice to Holders. After any supplemental indenture under this Article become
effective, the Company shall mail to the Holders a notice briefly describing such supplemental
indenture; provided, however, that the failure to give such notice to all Holders, or any defect
therein, shall not impair or affect the validity of such supplemental indenture.



ARTICLE X

COVENANTS




     10.1 Payment of Principal, Premium and Interest. The Company covenants and agrees for
the benefit of each series of securities that it will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities of that series in accordance with the terms of such
Securities and this Indenture.



     10.2 Maintenance of Office or Agency. The Company will maintain in each Place of
Payment for any series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The Company will give
prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee,
and the Company hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.



     The Company may also from time to time designate one or more other offices or agencies where
the Securities may be presented or surrendered for any or all of such purposes, and may from time
to time rescind such designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or agency in each Place
of Payment for Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee of any such designation and any change in the location of any such office or
agency.



     10.3 Money for Security Payments to be Held in Trust. If the Company shall at any
time act as its own Paying Agent with respect to any series of Securities, it will, on or before
each due date of the principal of or any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.



     Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, prior to each due date of the principal of or any premium or interest on any



56









 







Securities of
that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held
as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.



     The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the Securities of that series)
in the making of any payment in respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.



     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or any premium or interest on any Security of any series
and remaining unclaimed for two years after such principal, premium or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall not be less than 30
days from the date of such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.



     10.4 Statement as to Compliance. The Company will deliver to the Trustee, within 120
days after the end of each fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and conditions of this
Indenture (without regard to any period of grace or requirement of notice provided hereunder) and,
if the Company shall be in default, specifying all such defaults and the nature and status thereof
of which they may have knowledge.



     The Company shall deliver to the Trustee, as soon as possible and in any event within five
days after the Company becomes aware of the occurrence of any default or Event of
Default or an
event which, with notice or the lapse of time or both, would constitute a default or Event of



57









 







Default, an Officers’ Certificate setting forth the details of such default or Event of Default and
the action which the Company proposes to take with respect thereto.



     10.5 Waiver of Certain Covenants. The Company may omit in any particular instance to
comply with any covenant or condition provided pursuant to Sections 3.1, 9.1(c), or 9.1(d) with
respect to the Securities of any series, if before or after the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding Securities of such series
shall, by Act of such Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company in respect of any such covenant or condition shall remain
in full force and effect.



     10.6 Additional Sums. In the case of the Securities of a series issued to an ASBC
Trust, so long as no Event of Default has occurred and is continuing and except as otherwise
specified as contemplated by Section 2.1 or Section 3.1, in the event that (a) such ASBC Trust is
the Holder of all of the Outstanding Securities of such series, (b) a Tax Event in respect of such
ASBC Trust shall have occurred and be continuing and (c) the Company shall not have (i) redeemed
the Securities of such series pursuant to Section 11.7(b) or (ii) terminated such ASBC Trust
pursuant to Section 9.2(b) of the related Trust Agreement, the Company shall pay to such ASBC Trust
(and its permitted successors or assigns under the related Trust Agreement) for so long as such
ASBC Trust (or its permitted successor or assignee) is the registered holder of any Securities of
such series, such additional amounts as may be necessary in order that the amount of Distributions
(including any Additional Amounts (as defined in such Trust Agreement)) then due and payable by
such ASBC Trust on the related Capital Securities and Common Securities that at any time remain
outstanding in accordance with the terms thereof shall not be reduced as a result of any Additional
Taxes (the “Additional Sums”). Whenever in this Indenture or the Securities there is a
reference in any context to the payment of principal of or interest on the Securities, such mention
shall be deemed to include mention of the payments of the Additional Sums provided for in this
paragraph to the extent that, in such context, Additional Sums are, were or would be payable in
respect thereof pursuant to the provisions of this paragraph and express mention of the payment of
Additional Sums (if applicable) in any provisions hereof shall not be construed as excluding
Additional Sums in those provisions hereof where such express mention is not made; provided,
however, that the deferral of the payment of interest pursuant to Section 3.11 or the Securities
shall not defer the payment of any Additional Sums that may be due and payable.



     10.7 Payment of Trust Costs and Expenses. Since each ASBC Trust is being formed
solely to facilitate an investment in the Securities, the Company, in its capacity as the issuer of
the Securities, hereby covenants to pay all debts and obligations (other than with respect to the
Capital Securities and Common Securities) and all costs and expenses of each ASBC Trust (including,
but not limited to, all costs and expenses relating to the organization of the ASBC Trust, the fees
and expenses of the trustees of the ASBC Trust and all costs and expenses relating to the operation
of the ASBC Trust) so that the net amounts received and retained by the ASBC
Trust and the property trustee of the ASBC Trust after paying such debts, obligations, costs
and expenses will be equal to the amounts the ASBC Trust and the property trustee of the ASBC Trust
would have received had no such debts, obligations, costs or expenses been incurred by or



58









 







imposed
on the ASBC Trust. The obligations of the Company to pay all debts, obligations, costs and
expenses of each ASBC Trust (other than with respect to the Capital Securities and Common
Securities) shall constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture.



     10.8 Additional Covenants. The Company covenants and agrees with each Holder of
Securities of any series that it shall not, and it shall not permit any Subsidiary of the Company
to, (a) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a
liquidation payment with respect to, any shares of the Company’s capital stock (which includes
common and preferred stock), or (b) make any payment of principal of or interest or premium, if
any, on or repay, repurchase or redeem any debt securities of the Company (including Securities
other than the Securities of such series) that rank pari passu with or junior in interest to the
Securities of such series or make any guarantee payments with respect to any guarantee by the
Company of debt securities of any subsidiary of the Company (including ASBC Guarantees other than
the ASBC Guarantee related to the Capital Securities issued by the ASBC Trust holding Securities of
such series) if such guarantee ranks pari passu with or junior in interest to the Securities (other
than (a) dividends or distributions in Common Stock, (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 the ASBC
Guarantee related to the Capital Securities issued by the ASBC Trust holding Securities of such
series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under
any of the Company’s benefit plans for its directors, officers or employees) if at such time (i)
there shall have occurred any event of which the Company has actual knowledge that (A) with the
giving of notice or the lapse of time or both, would constitute an Event of Default with respect to
the Securities of such series and (B) in respect of which the Company shall not have taken
reasonable steps to cure, (ii) if the Securities of such series are held by an ASBC Trust, the
Company shall be in default with respect to its payment of any obligations under the ASBC Guarantee
relating to the Capital Securities issued by such ASBC Trust or (iii) the Company shall have given
notice of its election to begin an Extension Period with respect to the Securities of such series
as provided herein and shall not have rescinded such notice, or such Extension Period, or any
extension thereof, shall be continuing.



     The Company also covenants with each Holder of Securities of a series issued to an ASBC Trust
(i) to maintain directly or indirectly 100% ownership of the Common Securities of such ASBC Trust;
provided, however, that any permitted successor of the Company hereunder may succeed to the
Company’s ownership of such Common Securities, (ii) not to voluntarily terminate, wind-up or
liquidate such ASBC Trust, except (a) in connection with a distribution of the Securities of such
series to the holders of Trust Securities in liquidation of such ASBC Trust or (b) in connection
with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement and
(iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust
Agreement, to cause such ASBC Trust to remain classified as a grantor trust and not an association
taxable as a corporation for United States federal income tax purposes.



59









 





ARTICLE XI

REDEMPTION OF SECURITIES




     11.1 Applicability of this Article. Redemption of Securities of any series (whether
by operation of a sinking fund or otherwise) as permitted or required by any form of Security
issued pursuant to this Indenture shall be made in accordance with such form of Security and this
Article; provided, however, that if any provision of any such form of Security shall conflict with
any provision of this Article, the provision of such form of Security shall govern.



     11.2 Election to Redeem; Notice to Trustee. The election of the Company to redeem any
Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at
the election of the Company of less than all of the Securities of any particular series and having
the same terms, the Company shall, not less than 30 nor more than 60 days prior to the Redemption
Date (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
date and of the principal amount of Securities of that series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such redemption provided in
the terms of such Securities, the Company shall furnish the Trustee with an Officers’ Certificate
and an Opinion of Counsel evidencing compliance with such restriction.



     11.3 Selection of Securities to be Redeemed. If less than all the Securities of any
series are to be redeemed (unless all the Securities of such series and of a specified tenor are to
be redeemed or unless such redemption affects only a single Security), the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series, provided that the
portion of the principal amount of any Security not redeemed shall be in an authorized denomination
(which shall not be less than the minimum authorized denomination) for such Security. If less than
all the Securities of such series and of a specified tenor are to be redeemed (unless such
redemption affects only a single Security), the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for redemption in accordance
with the preceding sentence.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
partial redemption and the principal amount thereof to be redeemed. For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security which has been or is to be redeemed. If the
Company shall so direct, Securities registered in the name of the Company, any Affiliate or any
Subsidiary thereof shall not be included in the Securities selected for redemption.



     11.4 Notice of Redemption. Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not later than the thirtieth day, and not earlier than the sixtieth day,
prior to the Redemption Date, to each Holder of Securities to be redeemed, at the address of such
Holder as it appears in the Securities Register.



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     With respect to Securities of each series to be redeemed, each notice of redemption shall
state:



          (a) the Redemption Date;




          (b) the Redemption Price;




          (c) if less than all Outstanding Securities of such particular series and having the same
terms are to be redeemed, the identification (and, in the case of partial redemption, the
respective principal amounts) of the particular Securities to be redeemed;




          (d) that on the Redemption Date, the Redemption Price will become due and payable upon each
such Security or portion thereof, and that interest thereon, if any, shall cease to accrue on and
after said date;




          (e) the place or places where such Securities are to be surrendered for payment of the
Redemption Price; and




          (f) that the redemption is for a sinking fund, if such is the case.




     Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of
the Company and shall not be irrevocable. The notice if mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Holder receives such notice.
In any case, a failure to give such notice by mail or any defect in the notice to the Holder of any
Security designated for redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.



     11.5 Deposit of Redemption Price. Prior to 10 a.m. New York City time on the
Redemption Date specified in the notice of redemption given as provided in Section 11.4, the
Company will deposit with the Trustee or with one or more Paying Agents (or if the Company is
acting as its own Paying Agent, the Company will segregate and hold in trust as provided in Section
10.3) an amount of money sufficient to pay the Redemption Price of, and any accrued interest
(including Additional Interest) on, all the Securities which are to be redeemed on that date.



     11.6 Payment of Securities Called for Redemption. If any notice of redemption has
been given as provided in Section 11.4, the Securities or portion of Securities with respect to
which such notice has been given shall become due and payable on the date and at the place or
places stated in such notice at the applicable Redemption Price. On presentation and surrender of
such Securities at a Place of Payment in said notice specified, the said securities or the
specified portions thereof shall be paid and redeemed by the Company at the applicable Redemption
Price, together with accrued interest (including any Additional Interest) to the Redemption Date;
provided, however, that, unless otherwise specified as contemplated by Section 3.1, installments of
interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the provisions of Section 3.7.



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     Upon presentation of any Security redeemed in part only, the Company shall execute and the
Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new
Security or Securities of the same series, of authorized denominations, in aggregate principal
amount equal to the portion of the Security not redeemed so presented and having the same Original
Issue Date, Stated Maturity and terms. If a Global Security is so surrendered, such new Security
will also be a new Global Security.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal of and premium, if any, on such Security shall, until paid, bear interest
from the Redemption Date at the rate prescribed therefor in the Security.



     11.7 Right of Redemption of Securities Held by an ASBC Trust. Except as otherwise
specified as contemplated by Section 3.1, the Company, at its option, may redeem a series of
Securities held by an ASBC Trust (a) on or after the date specified as contemplated by Section 3.1
in whole at any time or in part from time to time, or (b) upon the occurrence and during the
continuation of a Special Event, at any time within 90 days following the occurrence of such
Special Event in respect of such ASBC Trust, in whole (but not in part), in each case at a
Redemption Price equal to 100% of the principal amount thereof.



ARTICLE XII

SINKING FUNDS




     12.1 Applicability of Article. The provisions of this Article shall be applicable to
any sinking fund for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.1 for such Securities.



     The minimum amount of any sinking fund payment provided for by the terms of any Securities of
any series is herein referred to as a “mandatory sinking fund payment”, and any sinking fund
payment in excess of such minimum amount which is permitted to be made by the terms of such
Securities of any series is herein referred to as an “optional sinking fund payment”. If provided
for by the terms of any Securities of any series, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of such Securities.



     12.2 Satisfaction of Sinking Fund Payments with Securities. In lieu of making all or
any part of a mandatory sinking fund payment with respect to any Securities of a series in cash,
the Company may at its option, at any time no more than 16 months and no less than 30 days prior to
the date on which such sinking fund payment is due, deliver to the Trustee Securities of such
series (together with the unmatured coupons, if any, appertaining thereto) theretofore purchased or
otherwise acquired by the Company, except Securities of such series that have been redeemed through
the application of mandatory or optional sinking fund payments pursuant to the terms of the
Securities of such series, accompanied by a Company Order instructing the Trustee to credit such
obligations and stating that the Securities of such series were originally issued by the Company by
way of bona fide sale or other negotiation for value; provided that the Securities to be so
credited have not been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the redemption price for such



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Securities, as specified in the Securities so to be redeemed, for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.



     12.3 Redemption of Securities for Sinking Fund. Not less than 60 days prior to each
sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be
satisfied by payment of cash in the currency in which the Securities of such series are payable
(except as provided pursuant to Section 3.1) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities pursuant to Section 12.2 and will also deliver to
the Trustee any Securities to be so delivered. Such Officers’ Certificate shall be irrevocable and
upon its delivery the Company shall be obligated to make the cash payment or payments therein
referred to, if any, on or before the succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such Officers’ Certificate (or, as required by this Indenture,
the Securities and coupons, if any, specified in such Officers’ Certificate), the sinking fund
payment due on the succeeding sinking fund payment date for such series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of the Securities of such series
subject to a mandatory sinking fund payment without the right to deliver or credit securities as
provided in Section 12.2 and without the right to make the optional sinking fund payment with
respect to such series at such time.



     Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused
balance of any preceding sinking fund payments made with respect to the Securities of any
particular series shall be applied by the Trustee (or by the Company if the Company is acting as
its own Paying Agent) on the sinking fund payment date on which such payment is made (or, if such
payment is made before a sinking fund payment date, on the sinking fund payment date immediately
following the date of such payment) to the redemption of Securities of such series at the
Redemption Price specified in such Securities with respect to the sinking fund. Any sinking fund
moneys not so applied or allocated by the Trustee (or, if the Company is acting as its own Paying
Agent, segregated and held in trust by the Company as provided in Section 10.3) for such series and
together with such payment (or such amount so segregated) shall be applied in accordance with the
provisions of this Section 12.3. Any and all sinking fund moneys with respect to the Securities of
any particular series held by the Trustee (or if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 10.3) on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or redemption of particular
Securities of such series shall be applied by the Trustee (or by the Company if the Company is
acting as its own Paying Agent), together with other moneys, if necessary, to be deposited (or
segregated) sufficient for the purpose, to the payment of the principal of the Securities of such
series at Maturity. The Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided in Section 11.4.
Such notice having been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Section 11.6. On or before each sinking fund payment date, the Company
shall pay to the Trustee (or, if the Company is acting as its own Paying Agent, the Company shall
segregate and hold in trust as provided in Section 10.3) in cash a sum in the currency in which
Securities of such series are payable (except as provided pursuant to Section 3.1) equal to the
principal and any interest



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accrued to the Redemption Date for Securities or portions thereof to be redeemed on such
sinking fund payment date pursuant to this Section 12.3.



     Neither the Trustee nor the Company shall redeem any Securities of a series with sinking fund
moneys or mail any notice of redemption of Securities of such series by operation of the sinking
fund for such series during the continuance of a default in payment of interest, if any, on any
Securities of such series or of any Event of Default (other than an Event of Default occurring as a
consequence of this paragraph) with respect to the Securities of such series, except that if the
notice of redemption shall have been provided in accordance with the provisions hereof, the Trustee
(or the Company, if the Company is then acting as its own Paying Agent) shall redeem such
Securities if cash sufficient for that purpose shall be deposited with the Trustee (or segregated
by the Company) for that purpose in accordance with the terms of this Article XII. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any such default or
Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during
the continuance of such default or Event of Default, be held as security for the payment of the
Securities and coupons, if any, of such series; provided, however, that in case such default or
Event of Default shall have been cured or waived herein, such moneys shall thereafter be applied on
the next sinking fund payment date for the Securities of such series on which such moneys may be
applied pursuant to the provisions of this Section 12.3.



ARTICLE XIII

DEFEASANCE AND COVENANT DEFEASANCE




     13.1 Company’s Option to Effect Defeasance or Covenant Defeasance. The Company may
elect, at its option at any time, to have Section 13.2 or Section 13.3 applied to any Securities or
any series of Securities, as the case may be, designated pursuant to Section 3.1 as being
defeasible pursuant to such Section 13.2 or 13.3, in accordance with any applicable requirements
provided pursuant to Section 3.1 and upon compliance with the conditions set forth below in this
Article XIII. Any such election shall be evidenced by a Board Resolution or in another manner
specified as contemplated by Section 3.1 for such Securities.



     13.2 Defeasance and Discharge. Upon the Company’s exercise of its option (if any) to
have this Section applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations, and the provisions of Article
XIV shall cease to be effective, with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 13.4 are satisfied (hereinafter called
“Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of such Securities to receive, solely
from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments
in respect of the principal of and any premium and interest on such Securities when payments are
due; (b) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6,
10.2 and 10.3; (c) the rights, powers, trusts, duties and immunities of the



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Trustee hereunder and (d) this Article. Subject to compliance with this Article, the Company
may exercise its option (if any) to have this Section applied to any Securities notwithstanding the
prior exercise of its option (if any) to have Section 13.3 applied to such Securities.



     13.3 Covenant Defeasance. Upon the Company’s exercise of its option (if any) to have
this Section applied to any Securities or any series of Securities, as the case may be, (a) the
Company shall be released from its obligations under any Section applicable to such Securities that
are determined pursuant to Section 3.1 to be subject to this provision; (b) the occurrence of any
event specified in Sections 5.1(d) (with respect to any Section applicable to such Securities that
are determined pursuant to Section 3.1 to be subject to this provision) shall be deemed not to be
or result in an Event of Default; and (c) the provisions of Article XIV shall cease to be
effective, in each case with respect to such Securities as provided in this Section on and after
the date the conditions set forth in Section 13.4 are satisfied (hereinafter called “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company may omit to comply with (and no Event of Default shall arise out of such
non-compliance) with and shall have no liability in respect of any term, condition or limitation
set forth in any such specified Section or Article, whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or Article or by reason of any reference in any such
Section or Article to any other provision herein or in any other document, but the remainder of
this Indenture and such Securities shall be unaffected thereby.



     13.4 Conditions to Defeasance or Covenant Defeasance. The following shall be the
conditions to the application of Section 13.2 or Section 13.3 to any securities or any series of
Securities, as the case may be:



          (a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee
(or another trustee which satisfies the requirements contemplated by Section 6.9 and agrees to
comply with the provisions of this Article applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and dedicated
solely to, the benefits of the Holders of such Securities money and/or U.S. Government Obligations
which through the scheduled payment of principal and interest in respect thereof in accordance with
their terms will provide, not later than one day before the due date of any payment, U.S. dollars
in an amount sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, to pay and
discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay
and discharge, the principal of and any premium and interest on such Securities on the respective
Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used
herein, “U.S. Government Obligation” means (i) any security which is (A) a direct
obligation of the United States of America for the payment of which the full faith and credit of
the United States of America is pledged or (B) an obligation of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the United States of
America, which, in either case (A) or (B), is not callable or redeemable at the option of the
issuer thereof, and (ii) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified
in clause (i) above and held by such bank for the account of the holder of such depositary receipt,
or with respect to any specific payment of




65









 







principal of or interest on any U.S. Government Obligation which is so specified and held,
provided that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment of principal or
interest evidenced by such depositary receipt.




          (b) In the event of an election to have Section 13.2 apply to any Securities or any series of
Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (i) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (ii) since the date of this instrument, there has been a
change in the applicable Federal income tax law, in either case (x) or (y) to the effect that, and
based thereon such opinion shall confirm that, the Holders of such Securities will not recognize
gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge
to be effected with respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.




          (c) In the event of an election to have Section 13.3 apply to any Securities or any series of
Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Securities will not recognize gain or loss for
Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with
respect to such Securities and will be subject to Federal income tax on the same amount, in the
same manner and at the same times as would be the case if such deposit and Covenant Defeasance were
not to occur.




          (d) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect
that neither such Securities nor any other Securities of the same series, if then listed on any
securities exchange, will be delisted as a result of such deposit.




          (e) No event which is, or after notice or lapse of time or both would become, an Event of
Default with respect to such Securities or any other Securities shall have occurred and be
continuing (i) at the time of such deposit or, (ii) with regard to any such event specified in
Sections 5.1(e) and (f), at any time during the period ending on the 123rd day after the date of
such deposit or, if longer, ending on the day following the expiration of the longest preference
period applicable to the Company in respect of such deposit (it being understood that the condition
in this clause (ii) is a condition subsequent and shall not be deemed satisfied until the
expiration of such period).




          (f) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting
interest within the meaning of the Trust Indenture Act (assuming all Securities are in default
within the meaning of such Act).




          (g) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the Company is a party or by
which it is bound.




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          (h) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such
deposit constituting an investment company within the meaning of the Investment Company Act unless
such trust shall be registered under such Act or exempt from registration thereunder.




          (i) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant
Defeasance have been complied with.




     13.5 Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions. Subject to the provisions of the last paragraph of Section 10.3, all money and
U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other
qualifying trustee (solely for purposes of this Section and Section 13.6, the Trustee and any such
other trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 in
respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due thereon in respect
of principal and any premium and interest, but money so held in trust need not be segregated from
other funds except to the extent required by law. Money and U.S. Government Obligations so held in
trust shall not be subject to the provisions of Article XIV.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to Section 13.4 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of Outstanding Securities.



     Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any money or U.S. Government Obligations held by
it as provided in Section 13.4 with respect to any Securities which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.



     13.6 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money
in accordance with this Article with respect to any Securities by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations under this Indenture and such Securities from which the Company
has been discharged or released pursuant to Section 13.2 or 13.3 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such Securities, until such
time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to
Section 13.5 with respect to such Securities in accordance with this Article; provided, however,
that if the Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall



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be subrogated to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.



ARTICLE XIV

SUBORDINATION OF SECURITIES




     14.1 Securities Subordinate to Senior and Subordinated Debt. The Company covenants
and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and
agrees, that, to the extent and in the manner hereinafter set forth in this Article XIV, the
payment of the principal of (and premium, if any) and interest (including any Additional Interest)
on each and all of the Securities are hereby expressly made subordinate and subject in right of
payment to the prior payment in full of all amounts then due and payable in respect of all Senior
and Subordinated Debt.



     14.2 Payment of Proceeds Upon Dissolution, Etc. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company (each such event, if any, herein
sometimes referred to as a “Proceeding”), then the holders of Senior and Subordinated Debt
shall be entitled to receive payment in full of Allocable Amounts of such Senior and Subordinated
Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior and Subordinated Debt, before the Holders of the
Securities are entitled to receive or retain any payment or distribution of any kind or character,
whether in cash, property or securities (including any payment or distribution which may be payable
or deliverable by reason of the payment of any other Debt of the Company subordinated to the
payment of the Securities, such payment or distribution being hereinafter referred to as a
“Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest
(including any Additional Interest) on the Securities or on account of the purchase or other
acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior
and Subordinated Debt shall be entitled to receive, for application to the payment thereof, any
payment or distribution of any kind or character, whether in cash, property or securities,
including any Junior Subordinated Payment, which may be payable or deliverable in respect of the
Securities in any such Proceeding.



     In the event that, notwithstanding the foregoing provisions of this Section 14.2, the Trustee
or the Holder of any Security shall have received any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, including any Junior
Subordinated Payment, before all Allocable Amounts of all Senior and Subordinated Debt are paid in
full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior and Subordinated Debt, and if such fact shall, at or prior to
the time of such payment or distribution, have been made known to a Responsible Officer of the
Trustee or, as the case may be, such Holder, then and in such event such payment or distribution
shall to the extent in its possession, in the case of the Trustee, be paid over or delivered
forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent
or other Person making payment or distribution of assets of the Company for application to the
payment of all Allocable Amounts of all Senior and Subordinated Debt remaining unpaid, to the
extent necessary to pay all Allocable Amounts of all Senior and Subordinated Debt in full,



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after giving effect to any concurrent payment or distribution to or for the holders of Senior
and Subordinated Debt.



     For purposes of this Article XIV only, the words “any payment or distribution of any kind or
character, whether in cash, property or securities” shall not be deemed to include shares of
capital stock of the Company as reorganized or readjusted, or securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment which securities are
subordinated in right of payment to all then outstanding Senior and Subordinated Debt to
substantially the same extent as the Securities are so subordinated as provided in this Article
XIV. The consolidation of the Company with, or the merger of the Company into, another Person or
the liquidation or dissolution of the Company following the sale of all or substantially all of its
properties and assets as an entirety to another Person upon the terms and conditions set forth in
Article VIII shall not be deemed a Proceeding for the purposes of this Section 14.2 if the Person
formed by such consolidation or into which the Company is merged or the Person which acquires by
sale such properties and assets as an entirety, as the case may be, shall, as a part of such
consolidation, merger, or sale comply with the conditions set forth in Article VIII.



     14.3 Prior Payment to Senior and Subordinated Debt Upon Acceleration of Securities.
In the event that any Securities are declared due and payable before their Stated Maturity, then
and in such event the holders of the Senior and Subordinated Debt outstanding at the time such
Securities so become due and payable shall be entitled to receive payment in full of all Allocable
Amounts due on or in respect of such Senior and Subordinated Debt (including any amounts due upon
acceleration), or provision shall be made for such payment in cash or cash equivalents or otherwise
in a manner satisfactory to the holders of Senior and Subordinated Debt, before the Holders of the
Securities are entitled to receive any payment or distribution of any kind or character, whether in
cash, properties or securities (including any Junior Subordinated Payment) by the Company on
account of the principal of (or premium, if any) or interest (including any Additional Interest) on
the Securities or on account of the purchase or other acquisition of Securities by the Company or
any Subsidiary; provided, however, that nothing in this Section 14.3 shall prevent the satisfaction
of any sinking fund payment in accordance with this Indenture or as otherwise specified as
contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant
to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any
series Securities which have been acquired (upon redemption or otherwise) prior to such declaration
of acceleration.



     In the event that, notwithstanding the foregoing, the Company shall make any payment to the
Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.3,
and if such fact shall, at or prior to the time of such payment, have been made known to a
Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such
(to the extent in its possession, in the case of the Trustee) payment shall be paid over and
delivered forthwith to the Company.



     The provisions of this Section 14.3 shall not apply to any payment with respect to which
Section 14.2 would be applicable.



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     14.4 No Payment When Senior and Subordinated Debt in Default.



          (a) In the event and during the continuation of any default in the payment of principal of (or
premium, if any) or interest on any Senior and Subordinated Debt, or in the event that any event of
default with respect to any Senior and Subordinated Debt shall have occurred and be continuing and
shall have resulted in such Senior and Subordinated Debt becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable, unless and until such
event of default shall have been cured or waived or shall have ceased to exist and such
acceleration shall have been rescinded or annulled, or




          (b) in the event any judicial proceeding shall be pending with respect to any such default in
payment or such event or default, then no payment or distribution of any kind or character, whether
in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the
Company on account of principal of (or premium, if any) or interest (including any Additional
Interest), if any, on the Securities or on account of the purchase or other acquisition of
Securities by the Company or any Subsidiary, in each case unless and until all Allocable Amounts of
such Senior and Subordinated Debt are paid in full; provided, however, that nothing in this Section
14.4 shall prevent the satisfaction of any sinking fund payment in accordance with this Indenture
or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by
delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by
Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption
or otherwise) prior to such default in payment or event of default.




     In the event that, notwithstanding the foregoing, the Company shall make any payment to the
Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 14.4,
and if such fact shall, at or prior to the time of such payment, have been made known to a
Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such
payment shall (to the extent in its possession, in the case of the Trustee) be paid over and
delivered forthwith to the Company.



     The provisions of this Section 14.4 shall not apply to any payment with respect to which
Section 14.2 would be applicable.



     14.5 Payment Permitted If No Default. Nothing contained in this Article XIV or
elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time
except during the pendency of any Proceeding referred to in Section 14.2 or under the conditions
described in Sections 14.3 and 14.4, from making payments at any time of principal of (and premium,
if any) or interest (including Additional Interest) on the Securities, or (b) the application by
the Trustee of any money deposited with it hereunder to the payment of or on account of the
principal of (and premium, if any) or interest (including any Additional Interest) on the
Securities or the retention of such payment by the Holders, if, at the time of such application by
the Trustee, it did not have knowledge that such payment would have been prohibited by the
provisions of this Article XIV.



     14.6 Subrogation to Rights of Holders of Senior and Subordinated Debt. Subject to the
payment in full of all amounts due or to become due on all Senior and Subordinated Debt, or the



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provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior and Subordinated Debt, the Holders of the Securities shall be subrogated
to the extent of the payments or distributions made to the holders of such Senior and Subordinated
Debt pursuant to the provisions of this Article XIV (equally and ratably with the holders of all
indebtedness of the Company which by its express terms is subordinated to Senior and Subordinated
Debt of the Company to substantially the same extent as the Securities are subordinated to the
Senior and Subordinated Debt and is entitled to like rights of subrogation by reason of any
payments or distributions made to holders of such Senior and Subordinated Debt) to the rights of
the holders of such Senior and Subordinated Debt to receive payments and distributions of cash,
property and securities applicable to the Senior and Subordinated Debt until the principal of (and
premium, if any) and interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior and Subordinated Debt of any
cash, property or securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over pursuant to the provisions
of this Article XIV to the holders of Senior and Subordinated Debt by Holders of the Securities or
the Trustee, shall, as among the Company, its creditors other than holders of Senior and
Subordinated Debt, and the Holders of the Securities, be deemed to be a payment or distribution by
the Company to or on account of the Senior and Subordinated Debt.



     14.7 Provisions Solely to Define Relative Rights. The provisions of this Article XIV
are and are intended solely for the purpose of defining the relative rights of the Holders of the
Securities on the one hand and the holders of Senior and Subordinated Debt on the other hand.
Nothing contained in this Article XIV or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as between the Company and the Holders of the Securities, the
obligations of the Company, which are absolute and unconditional, to pay to the Holders of the
Securities the principal of (and premium, if any) and interest (including any Additional Interest)
on the Securities as and when the same shall become due and payable in accordance with their terms;
or (b) affect the relative rights against the Company of the Holders of the Securities and
creditors of the Company other than their rights in relation to the holders of Senior and
Subordinated Debt; or (c) prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this Indenture including, without
limitation, filing and voting claims in any Proceeding, subject to the rights, if any, under this
Article XIV of the holders of Senior and Subordinated Debt to receive cash, property and securities
otherwise payable or deliverable to the Trustee or such Holder.



     14.8 Trustee to Effectuate Subordination. Each Holder of a Security by his or her
acceptance thereof authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination provided in this
Article XIV and appoints the Trustee his or her attorney-in-fact for any and all such purposes.



     14.9 No Waiver of Subordination Provisions. No right of any present or future holder
of any Senior and Subordinated Debt to enforce subordination as herein provided shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by
any act or failure to act, in good faith, by any such holder, or by any noncompliance by the
Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof that any such holder may have or be otherwise charged with.



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     Without in any way limiting the generality of the immediately preceding paragraph, the holders
of Senior and Subordinated Debt may, at any time and from to time, without the consent of or notice
to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of
the Securities and without impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of the Securities to the holders of Senior and Subordinated
Debt, do any one or more of the following: (a) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior and Subordinated Debt, or otherwise amend
or supplement in any manner Senior and Subordinated Debt or any instrument evidencing the same or
any agreement under which Senior and Subordinated Debt is outstanding; (b) sell, exchange, release
or otherwise deal with any property pledged, mortgaged or otherwise securing Senior and
Subordinated Debt; (c) release any Person liable in any manner for the collection of Senior and
Subordinated Debt; and (d) exercise or refrain from exercising any rights against the Company and
any other Person.



     14.10 Notice to Trustee. The Company shall give prompt written notice to the Trustee
of any fact known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this Article XIV or any
other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder of Senior and Subordinated Debt or from any trustee,
agent or representative therefor; provided, however, that if the Trustee shall not have received
the notice provided for in this Section 14.10 at least two Business Days prior to the date upon
which by the terms hereof any monies may become payable for any purpose (including, without
limitation, the payment of the principal of (and premium, if any) or interest (including any
Additional Interest) on any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such monies and to
apply the same to the purpose for which they were received and shall not be affected by any notice
to the contrary which may be received by it within two Business Days prior to such date.



     Subject to the provisions of Section 6.1, the Trustee shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself to be a holder of Senior and
Subordinated Debt (or a trustee therefor) to establish that such notice has been given by a holder
of Senior and Subordinated Debt (or a trustee therefor). In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any Person as a holder
of Senior and Subordinated Debt to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior and Subordinated Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.



     14.11 Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any
payment or distribution of assets of the Company referred to in this Article XIV, the Trustee,
subject to the provisions of Section 6.1, and the Holders of the Securities shall be entitled to
rely



72









 







upon any order or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose
of ascertaining the Persons entitled to participate in such payment or distribution, the holders of
the Senior and Subordinated Debt and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XIV.



     14.12 Trustee Not Fiduciary for Holders of Senior and Subordinated Debt. The Trustee,
in its capacity as trustee under this Indenture, shall not be deemed to owe any fiduciary duty to
the holders of Senior and Subordinated Debt and shall not be liable to any such holders if it shall
in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to
any other Person cash, property or securities to which any holders of Senior and Subordinated Debt
shall be entitled by virtue of this Article or otherwise.



     14.13 Rights of Trustee as Holder of Senior and Subordinated Debt; Preservation of
Trustee’s Rights. The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article XIV with respect to any Senior and Subordinated Debt which may at any
time be held by it, to the same extent as any other holder of Senior and Subordinated Debt, and
nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.



     Nothing in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.7.



     14.14 Article Applicable to Paying Agents. In case at any time any Paying Agent other
than the Trustee shall have been appointed by the Company and be then acting hereunder, the term
“Trustee” as used in this Article XIV shall in such case (unless the context otherwise requires) be
construed as extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article XIV in addition to or in
place of the Trustee.



     14.15 Certain Conversions or Exchanges Deemed Payment. For the purposes of this
Article XIV only, (a) the issuance and delivery of junior securities upon conversion or exchange of
Securities shall not be deemed to constitute a payment or distribution on account of the principal
of (or premium, if any) or interest (including any Additional Interest) on Securities or on account
of the purchase or other acquisition of Securities, and (b) the payment, issuance or delivery of
cash, property or securities (other than junior securities) upon conversion or exchange of a
Security shall be deemed to constitute payment on account of the principal of such security. For
the purposes of this Section 14.15, the term “junior securities” means (i) shares of any capital
stock of any class of the Company and (ii) securities of the Company which are subordinated in
right of payment to all Senior and Subordinated Debt which may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article XIV.



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     This instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together constitute but one and the
same instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
the day and year first above written.



	 	 	 	 	 	 	 
	 	 	ASSOCIATED BANC-CORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






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

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 







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