exv4w16






Exhibit 4.16




      




FORM OF AMENDED AND RESTATED TRUST AGREEMENT




BY AND AMONG




ASSOCIATED BANC-CORP,

AS DEPOSITOR




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

AS PROPERTY TRUSTEE




BNY MELLON TRUST OF DELAWARE,

AS DELAWARE TRUSTEE




AND




THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

DATED AS OF                     , ___




ASBC CAPITAL ___




 





 









 





CROSS REFERENCE TABLE(1)




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

	 	 6.3
	310(b)

	 	 6.3(c); 6.3(d)
	310(c)

	 	Not Applicable
	311(a)

	 	 2.2(b)
	311(b)

	 	 2.2(b)
	311(c)

	 	Not Applicable
	312(a)

	 	 2.2(a)
	312(b)

	 	 2.2(b)
	312(c)

	 	Not Applicable
	313(a)

	 	 2.3
	313(b)

	 	 2.3
	313(c)

	 	 2.3
	313(d)

	 	 2.3
	314(a)

	 	 2.4
	314(b)

	 	Not Applicable
	314(c)

	 	 2.5
	314(d)

	 	Not Applicable
	314(e)

	 	 2.5
	314(f)

	 	Not Applicable
	315(a)

	 	 3.9(b); 3.10(a)
	315(b)

	 	 2.7(a)
	315(c)

	 	 3.9(a)
	315(d)

	 	 3.9(b)
	316(a)

	 	 2.6; 7.5(b); 7.6(c)
	316(b)

	 	Not Applicable
	316(c)

	 	Not Applicable
	317(a)

	 	 3.16
	317(b)

	 	Not Applicable
	318(a)

	 	 2.1(c)








 




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





i









 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page No.	 
	ARTICLE 1 INTERPRETATION AND DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	1.1 Interpretation and Definitions. Unless the context otherwise requires:
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2 TRUST INDENTURE ACT
	 	 	8	 
	 
	 	 	 	 
	2.1 Trust Indenture Act; Application
	 	 	8	 
	2.2 Lists of Holders of Securities
	 	 	8	 
	2.3 Reports by the Property Trustee
	 	 	8	 
	2.4 Periodic Reports to the Property Trustee
	 	 	9	 
	2.5 Evidence of Compliance with Conditions Precedent
	 	 	9	 
	2.6 Trust Enforcement Events; Waiver
	 	 	9	 
	2.7 Trust Enforcement Event; Notice
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 3 ORGANIZATION
	 	 	11	 
	 
	 	 	 	 
	3.1 Name and Organization
	 	 	11	 
	3.2 Office
	 	 	11	 
	3.3 Purpose
	 	 	11	 
	3.4 Authority
	 	 	11	 
	3.5 Title to Property of the Trust
	 	 	12	 
	3.6 Powers and Duties of the Administrative Trustees
	 	 	12	 
	3.7 Prohibition of Actions by the Trust and the Trustees
	 	 	14	 
	3.8 Powers and Duties of the Property Trustee
	 	 	15	 
	3.9 Certain Duties and Responsibilities of the Property Trustee
	 	 	17	 
	3.10 Certain Rights of Property Trustee
	 	 	18	 
	3.11 Delaware Trustee
	 	 	21	 
	3.12 Execution of Documents
	 	 	21	 
	3.13 Not Responsible for Recitals or Issuance of Securities
	 	 	21	 
	3.14 Duration of Trust
	 	 	21	 
	3.15 Mergers
	 	 	21	 
	3.16 Property Trustee May File Proofs of Claim
	 	 	23	 
	 
	 	 	 	 
	ARTICLE 4 DEPOSITOR
	 	 	23	 
	 
	 	 	 	 
	4.1 Responsibilities of the Depositor
	 	 	23	 
	4.2 Indemnification and Fees and Expenses of the Trustees
	 	 	24	 
	4.3 Compensation of the Trustees
	 	 	24	 
	 
	 	 	 	 
	ARTICLE 5 TRUST COMMON SECURITIES HOLDER
	 	 	24	 
	 
	 	 	 	 
	5.1 Debenture Issuer’s Receipt of Common Securities
	 	 	24	 
	5.2 Covenants of the Common Securities Holder
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 6 TRUSTEES
	 	 	25	 
	 
	 	 	 	 
	6.1 Number of Trustees; Appointment of Co-Trustee
	 	 	25	 
	6.2 Delaware Trustee; Eligibility
	 	 	26	 






ii









 






	 	 	 	 	 
	 	 	Page No.	 
	6.3 Property Trustee; Eligibility
	 	 	26	 
	6.4 Qualifications of Administrative Trustees and Delaware Trustee Generally
	 	 	27	 
	6.5 Initial Administrative Trustees
	 	 	27	 
	6.6 Appointment, Removal and Resignation of Trustees
	 	 	27	 
	6.7 Vacancies among Trustees
	 	 	28	 
	6.8 Effect of Vacancies
	 	 	28	 
	6.9 Meetings
	 	 	28	 
	6.10 Delegation of Power
	 	 	29	 
	6.11 Merger, Conversion, Consolidation or Succession to Business
	 	 	29	 
	 
	 	 	 	 
	ARTICLE 7 TERMS OF SECURITIES
	 	 	30	 
	 
	 	 	 	 
	7.1 General Provisions Regarding Securities
	 	 	30	 
	7.2 Distributions
	 	 	32	 
	7.3 Redemption of Securities
	 	 	33	 
	7.4 Redemption Procedures
	 	 	33	 
	7.5 Voting Rights of Capital Securities
	 	 	35	 
	7.6 Voting Rights of Common Securities
	 	 	37	 
	7.7 Paying Agent
	 	 	38	 
	7.8 Listing
	 	 	38	 
	7.9 Transfer of Securities
	 	 	38	 
	7.10 Mutilated, Destroyed, Lost or Stolen Certificates
	 	 	40	 
	7.11 Deemed Security Holders
	 	 	40	 
	7.12 Global Securities
	 	 	40	 
	 
	 	 	 	 
	ARTICLE 8 DISSOLUTION AND TERMINATION OF TRUST
	 	 	42	 
	 
	 	 	 	 
	8.1 Dissolution and Termination of Trust
	 	 	42	 
	8.2 Liquidation Distribution Upon Dissolution of the Trust
	 	 	43	 
	 
	 	 	 	 
	ARTICLE 9 LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE TRUSTEES OR OTHERS
	 	 	43	 
	 
	 	 	 	 
	9.1 Liability
	 	 	43	 
	9.2 Exculpation
	 	 	44	 
	9.3 Fiduciary Duty
	 	 	44	 
	9.4 Indemnification
	 	 	45	 
	9.5 Outside Businesses
	 	 	47	 
	 
	 	 	 	 
	ARTICLE 10 ACCOUNTING
	 	 	48	 
	 
	 	 	 	 
	10.1 Fiscal Year
	 	 	48	 
	10.2 Certain Accounting Matters
	 	 	48	 
	10.3 Banking
	 	 	48	 
	10.4 Withholding
	 	 	49	 
	 
	 	 	 	 
	ARTICLE 11 AMENDMENTS AND MEETINGS
	 	 	49	 
	 
	 	 	 	 
	11.1 Amendments
	 	 	49	 
	11.2 Meetings of the Holders of Securities; Action by Written Consent
	 	 	51	 
	 
	 	 	 	 
	ARTICLE 12 REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE
	 	 	52	 






iii









 






	 	 	 	 	 
	 	 	Page No.	 
	12.1 Representations and Warranties of the Property Trustee
	 	 	52	 
	12.2 Representations and Warranties of the Delaware Trustee
	 	 	53	 
	 
	 	 	 	 
	ARTICLE 13 MISCELLANEOUS
	 	 	53	 
	 
	 	 	 	 
	13.1 Notices
	 	 	53	 
	13.2 Governing Law
	 	 	55	 
	13.3 Intention of the Parties
	 	 	55	 
	13.4 Headings
	 	 	55	 
	13.5 Successors and Assigns
	 	 	55	 
	13.6 Partial Enforceability
	 	 	55	 
	13.7 Counterparts
	 	 	55	 






EXHIBITS




Exhibit A Form of Capital Security Certificate

Exhibit B Form of Common Security Certificate




iv









 





AMENDED AND RESTATED TRUST AGREEMENT




     This AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of                      ___,
20___ is entered into by and among (i) ASSOCIATED BANC-CORP, a Wisconsin corporation (the
“Depositor”), (ii) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association,
as property trustee, (in each such capacity, the “Property Trustee”), (iii) BNY MELLON TRUST OF
DELAWARE, a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), (iv) Brian
R. Bodager, an individual, and Joseph B. Selner, an individual, each of whose address is c/o
Associated Banc-Corp, 1200 Hansen Road, Green Bay, Wisconsin 54304 (each an “Administrative
Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware
Trustee and the Administrative Trustees referred to collectively as the “Trustees”) and (v) the
several Holders, as hereinafter defined.



RECITALS




     A. The
Trustees and the Depositor established ASBC Capital ___ (the “Trust”), a statutory
trust under the Statutory Trust Act (as defined, together with other capitalized terms, herein)
pursuant to a Trust Agreement dated as of
                     ___, 20___ (the “Original Trust Agreement”), and
a Certificate of Trust, as heretofore amended (the “Certificate of Trust”) filed with the Secretary
of State of the State of Delaware on                      ___, 20___.



     B. The sole purpose of the Trust shall be to issue certain securities representing undivided
beneficial interests in the assets of the Trust, in exchange for the Debentures issued by the
Debenture Issuer and to engage in only those activities necessary or incidental thereto.



     C. The parties hereto, by this Trust Agreement, amend and restate each and every term and
provision of the Original Trust Agreement.



AGREEMENTS




     It being the intention of the parties hereto to continue the Trust as a statutory trust under
the Statutory Trust Act and that this Trust Agreement constitute the governing instrument of such
statutory trust, the Trustees hereby declare that all assets contributed to the Trust be held in
trust for the benefit of the Holders of the Securities representing undivided beneficial interests
in the assets of the Trust issued hereunder, subject to the provisions of this Trust Agreement.



ARTICLE 1




INTERPRETATION AND DEFINITIONS




     1.1 Interpretation and Definitions. Unless the context otherwise requires:



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



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



1









 





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



     (d) all references in this Trust Agreement to Articles, Sections, Recitals and Exhibits are to
Articles and Sections of, or Recitals and Exhibits to, this Trust Agreement unless otherwise
specified;



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



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



     (g) the following terms have the following meanings:



     “Administrative Trustee” means any Trustee other than the Property Trustee and the Delaware
Trustee.



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



     “Authorized Officer” of a Person means any Person that is authorized to bind such Person.



     “Beneficial Owners” means, for Capital Securities represented by a Global Security, the Person
who acquires an interest in the Capital Securities which is reflected on the records of the
Depositary through the Depositary Participants.



     “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking
institutions in the Borough of Manhattan, 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 Debenture Trustee, or, with respect to
the Securities of a series initially issued to a Trust, the principal office of the Property
Trustee under the related Trust Agreement, is closed for business.



     “Capital Security” has the meaning specified in Section 7.1.



     “Capital Security Certificate” means a definitive certificate in fully registered form
representing a Capital Security, substantially in the form of Exhibit A.



     “Certificate” means a Common Security Certificate or a Capital Security Certificate.



     “Certificate of Trust” has the meaning specified in the Recitals hereto.



     “Closing Date” means the date on which the Capital Securities are originally issued and sold.



     “Code” means the Internal Revenue Code of 1986, as amended.



2









 





     “Commission” means the Securities and Exchange Commission or any successor thereto.



     “Common Securities Holder” means Associated Banc-Corp, or any successor thereto, in its
capacity as purchaser and holder of all of the Common Securities issued by the Trust.



     “Common Security” has the meaning specified in Section 7.1.



     “Common Security Certificate” means a definitive certificate in fully registered form
representing a Common Security, substantially in the form of Exhibit B hereto.



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



     “Covered Person” means (a) any officer, director, shareholder, partner, member,
representative, employee or agent of (i) the Trust or (ii) the Trust’s Affiliates; and (b) any
Holder.



     “Debenture Issuer” means Associated Banc-Corp, or any successor thereto under the Indenture,
in its capacity as issuer of the Debentures under the Indenture.



     “Debenture Trustee” means The Bank of New York Mellon Trust Company, N.A., in its capacity as
trustee under the Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.



     “Debentures” means the series of debentures to be issued by the Debenture Issuer under the
Indenture and held by the Property Trustee.



     “Delaware Trustee” means the Trustee meeting the eligibility requirements set forth in Section
6.2.



     “Depositary” means, with respect to Securities issuable in whole or in part in the form of one
or more Global Securities, a clearing agency registered under the Exchange Act that is designated
to act as Depositary for such Securities.



     “Depositary Participant” means a member of, or participant in, the Depositary.



     “Depositor” means Associated Banc-Corp, a Wisconsin corporation, or any successor entity in a
merger, consolidation, amalgamation or replacement by or conveyance, transfer or lease of its
properties substantially as an entirety, in its capacity as depositor of the Trust.



     “Direct Action” has the meaning specified in Section 3.8(e).



     “Distribution” means a distribution payable to Holders of Securities in accordance with
Section 7.2.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any
successor legislation.



     “Federal Reserve” means the Board of Governors of the Federal Reserve System, or any successor
thereto.



3









 





     “Fiscal Year” has the meaning specified in Section 10.1.



     “Global Security” means a fully registered, global Capital Security Certificate.



     “Guarantee” means the Guarantee Agreement, dated the date hereof, of the Depositor in respect
of the Securities.



     “Holder” means any holder of Securities, as registered on the books and records of the Trust.



     “Indemnified
Person” means (a) any Administrative Trustee or Property
Trustee or Delaware Trustee; (b) any Affiliate of any
Administrative Trustee  or Property
Trustee or Delaware Trustee; (c) any officers, directors, shareholders, members, partners, employees,
representatives or agents of any Administrative Trustee  or Property
Trustee or Delaware Trustee; or any Affiliate thereof; or (d) any
officer, employee or agent of the Trust or its Affiliates.



     “Indenture”
means the Indenture, dated as of                     , 20___, between the Debenture
Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee, pursuant to which the
Debentures are to be issued.



     “Indenture Event of Default” has the meaning given to the term “Event of Default” in the
Indenture.



     “Investment Company” means an investment company as defined in the Investment Company Act and
the regulations promulgated thereunder.



     “Investment Company Act” means the Investment Company Act of 1940, as amended from time to
time, or any successor legislation.



     “Investment Company Event” means the receipt by the Depositor and the Trust of an opinion of
counsel (which may be the Depositor’s counsel or counsel of an Affiliate but not an employee and
which must be reasonably acceptable to the Property Trustee) experienced in matters relating to
investment companies, to the effect that, as a result of the occurrence of a change in law or
regulation or a change in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority (a “Change in 1940 Act Law”), there is
more than an insubstantial risk that the Trust is or will be considered an “investment company”
that is required to be registered under the Investment Company Act, which Change in 1940 Act Law
becomes effective on or after the Closing Date.



     “Legal Action” has the meaning specified in Section 3.6(g).



     “List of Holders” has the meaning specified in Section 2.2(a).



     “Majority in Liquidation Amount” means, except as provided in the terms of the Capital
Securities or by the Trust Indenture Act, Holder(s) of outstanding Securities, voting together as a
single class, or, as the context may require, Holders of outstanding Capital Securities or Holders
of outstanding Common Securities, voting separately as a class, who are the record owners of more
than 50% of the aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the



4









 







date upon which the voting percentages are determined) of all outstanding Securities of the
relevant class.



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



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




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




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




          (iv) a statement as to whether, in the opinion of each such officer acting on behalf of such
Person, such condition or covenant has been complied with; provided, that the term “Officers’
Certificate”, when used with reference to Administrative Trustees who are natural persons shall
mean a certificate signed by two or more of the Administrative Trustees which otherwise satisfies
the foregoing requirements.




     “Paying Agent” has the meaning specified in Section 3.8(h).



     “Payment Amount” has the meaning specified in Section 7.2(c).



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



     “Property Account” has the meaning specified in Section 3.8(c).



     “Property Trustee” means the Trustee meeting the eligibility requirements set forth in Section
6.3.



     “Pro Rata” means pro rata to each Holder of Securities according to the aggregate liquidation
amount of the Securities held by the relevant Holder in relation to the aggregate liquidation
amount of all Securities outstanding.



5









 





     “Quorum” means a majority of the Administrative Trustees or, if there are only two
Administrative Trustees, both of them.



     “Redemption/Distribution Notice” has the meaning specified in Section 7.4(a).



     “Redemption Price” means the amount for which the Securities will be redeemed, which amount
will equal (i) the redemption price paid by the Debenture Issuer to repay or redeem, in whole or in
part, the Debentures held by the Trust which shall include accumulated and unpaid Distributions on
such Securities through the date of their redemption or (ii) such lesser amount as will be received
by the Trust in respect of the Debentures so repaid or redeemed.



     “Regulatory Capital Event” means the reasonable determination by the Depositor that, as a
result of (a) any amendment to, or change (including any announced prospective change) in, the laws
(or any regulations thereunder) of the United States or (b) any official or administrative
pronouncement or action or judicial decision for interpreting or applying such laws or regulations,
which amendment or change is effective or such pronouncement or decision is announced on or after
the Closing Date, there is more than an insubstantial risk of impairment of the Depositor’s ability
to treat the Capital Securities (or any substantial portion thereof) as Tier 1 capital (or its then
equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve in effect and
applicable to the Depositor.



     “Related Party” means, with respect to the Depositor, any direct or wholly owned subsidiary of
the Depositor or any Person that owns, directly or indirectly, 100% of the outstanding voting
securities of the Depositor.



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



     “Securities” means the Common Securities and the Capital Securities.



     “Securities Act” means the Securities Act of 1933, as amended from time to time, or any
successor legislation.



     “Special Event” means a Tax Event, a Regulatory Capital Event or an Investment Company Event.



     “Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section
3801 et seq., as it may be amended from time to time, or any successor legislation.



     “Successor Delaware Trustee” has the meaning specified in Section 6.6(b).



     “Successor Entity” has the meaning specified in Section 3.15(b)(i).



     “Successor Property Trustee” has the meaning specified in Section 6.6(b).



     “Successor Security” has the meaning specified in Section 3.15(b)(i)(A).



6









 





     “Super Majority” has the meaning specified in Section 2.6(a)(ii).



     “Tax Event” means the receipt by the Depositor or the Trust of an opinion of tax counsel
(which may be the Depositor’s counsel or counsel of an Affiliate of the Depositor but not an
employee and which must be reasonably acceptable to the Property Trustee) experienced in such
matters, to the effect that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of the United States or
any political subdivision or taxing authority thereof or therein, or (b) any court, governmental
agency or regulatory authority interpreting or applying such laws or regulations, there is more
than an insubstantial risk that (i) the Trust is, or will be within 90 days of the date of such
opinion, subject to the United States federal income tax with respect to income received or accrued
on the Debentures, (ii) interest payable by the Debenture Issuer on the Debentures is not, or
within 90 days of the date of such opinion will not be, deductible, in whole or in part, by the
Debenture Issuer for United States federal income tax purposes, or (iii) the Trust is, or will be
within 90 days of the date of such opinion, subject to more than a de minimus amount of other
taxes, duties or other governmental charges.



     “10% in Liquidation Amount” means, except as provided in the terms of the Capital Securities
or by the Trust Indenture Act, Holder(s) of outstanding Securities, voting together as a single
class, or, as the context may require, Holders of outstanding Capital Securities or Holders of
outstanding Common Securities, voting separately as a class, who are the record owners of 10% or
more of the aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon
which the voting percentages are determined) of all outstanding Securities of the relevant class.



     “Treasury Regulations” means the income tax regulations, including temporary and proposed
regulations, promulgated under the Code by the United States Treasury.



     “Trust” has the meaning specified in the Recitals.



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



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



     “Trustee” or “Trustees” means each Person who has signed this Trust Agreement as a trustee, so
long as such Person shall continue as a trustee in accordance with the terms hereof, and all other
Persons who may from time to time be duly appointed, qualified and serving as Trustees in
accordance with the provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.



7









 





ARTICLE 2




TRUST INDENTURE ACT




2.1 Trust Indenture Act; Application.




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



     (b) The Property Trustee shall be the only Trustee which is a Trustee for the purposes of the
Trust Indenture Act.



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



     (d) The application of the Trust Indenture Act to this Trust Agreement shall not affect the
Trust’s classification as a grantor trust for United States federal income tax purposes.



2.2 Lists of Holders of Securities.




     (a) Each of the Depositor and the Administrative Trustees on behalf of the Trust shall provide
the Property Trustee (i), except while the Capital Securities are represented by one or more Global
Securities, at least five Business Days prior to the date for payment of Distributions, a list, in
such form as the Property Trustee may reasonably require, of the names and addresses of the Holders
of the Securities (“List of Holders”) as of the record date relating to the payment of such
Distributions, and (ii) at any other time, within 30 days of receipt by the Trust of a written
request from the Property Trustee for a List of Holders, as of a date no more than 15 days before
such List of Holders is given to the Property Trustee; provided that neither the Depositor nor the
Administrative Trustees on behalf of the Trust shall be obligated to provide such List of Holders
at any time the List of Holders does not differ from the most recent List of Holders given to the
Property Trustee by the Depositor and the Administrative Trustees on behalf of the Trust. The
Property Trustee shall preserve, in as current a form as is reasonably practicable, all information
contained in Lists of Holders given to it or which it receives in the capacity as Paying Agent (if
acting in such capacity), provided that the Property Trustee may destroy any List of Holders
previously given to it on receipt of a new List of Holders.



     (b) The Property Trustee shall comply with its obligations under, and shall be entitled to the
benefits of, Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.


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




8









 







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



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




2.6 Trust Enforcement Events; Waiver.




     (a) The Holders of a Majority in Liquidation Amount of the Capital Securities may, by vote or
written consent, on behalf of the Holders of all of the Capital Securities, waive any past Trust
Enforcement Event in respect of the Capital Securities and its consequences, provided that, if the
underlying Indenture Event of Default:



          (i) is not waivable under the Indenture, the Trust Enforcement Event under the Trust Agreement
shall also not be waivable; or




          (ii) requires the consent or vote of the Holders of greater than a majority in principal
amount of the Debentures (a “Super Majority”) to be waived under the Indenture, the related Trust
Enforcement Event under the Trust Agreement may only be waived by the vote or written consent of
the Holders of at least the proportion in liquidation amount of the Capital Securities that the
relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding.




     The foregoing provisions of this Section 2.6(a) shall be in lieu of Section 316(a)(1)(B) of
the Trust Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby
expressly excluded from this Trust Agreement and the Securities, as permitted by the Trust
Indenture Act. Upon such waiver, any such default shall cease to exist, and any Trust Enforcement
Event with respect to the Capital Securities arising therefrom shall be deemed to have been cured,
for every purpose of this Trust Agreement and the Capital Securities, but no such waiver shall
extend to any subsequent or other Trust Enforcement Event with respect to the Capital Securities or
impair any right consequent thereon. Any waiver by the Holders of the Capital Securities of a Trust
Enforcement Event with respect to the Capital Securities shall also be deemed to constitute a
waiver by the Holders of the Common Securities of any such Trust
Enforcement Event with respect to the Common Securities for all purposes of this Trust
Agreement without any further act, vote, or consent of the Holders of the Common Securities.



     (b) The Holders of a Majority in Liquidation Amount of the Common Securities may, by vote or
written consent, on behalf of the Holders of all of the Common Securities, waive any



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past Trust
Enforcement Event in respect of the Common Securities and its consequences, provided that, if the
underlying Indenture Event of Default:



          (i) is not waivable under the Indenture, except where the Holders of the Common Securities are
deemed to have waived such Trust Enforcement Event under the Trust Agreement as provided below in
this Section 2.6(b), the Trust Enforcement Event under the Trust Agreement shall also not be
waivable; or




          (ii) requires the consent or vote of a Super Majority to be waived under the Indenture, except
where the Holders of the Common Securities are deemed to have waived such Trust Enforcement Event
under the Trust Agreement as provided below in this Section 2.6(b), the Trust Enforcement Event
under the Trust Agreement may only be waived by the vote or written consent of the Holders of at
least the proportion in liquidation amount of the Common Securities that the relevant Super
Majority represents of the aggregate principal amount of the Debentures outstanding; provided
further, each Holder of Common Securities will be deemed to have waived any Trust Enforcement Event
and all Trust Enforcement Events with respect to the Common Securities and the consequences thereof
until all Trust Enforcement Events with respect to the Capital Securities have been cured, waived
or otherwise eliminated, and until such Trust Enforcement Events with respect to the Capital
Securities have been so cured, waived or otherwise eliminated, the Property Trustee will be deemed
to be acting solely on behalf of the Holders of the Capital Securities and only the Holders of the
Capital Securities will have the right to direct the Property Trustee in accordance with the terms
of the Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu of Sections
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded from this Trust Agreement and
the Securities, as permitted by the Trust Indenture Act. Subject to the foregoing provisions of
this Section 2.6(b), upon such cure, waiver or other elimination, any such default shall cease to
exist and any Trust Enforcement Event with respect to the Common Securities arising therefrom shall
be deemed to have been cured for every purpose of this Trust Agreement, but no such waiver shall
extend to any subsequent or other Trust Enforcement Event with respect to the Common Securities or
impair any right consequent thereon.




     (c) A waiver of an Indenture Event of Default by the Property Trustee at the direction of the
Holders of the Capital Securities constitutes a waiver of the corresponding Trust Enforcement Event
with respect to the Capital Securities under this Trust Agreement. The foregoing provisions of this
Section 2.6(c) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section
316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Trust Agreement and
the Securities, as permitted by the Trust Indenture Act.



2.7 Trust Enforcement Event; Notice.




     (a) The Property Trustee shall, within 90 days after the occurrence of a Trust Enforcement
Event actually known to a Responsible Officer of the Property Trustee, transmit by mail, first
class postage prepaid, to the Holders of the Securities, notices of all such defaults with respect
to the Securities, unless such defaults have been cured before the giving of such notice (the term
“defaults” for the purposes of this Section 2.7(a) being hereby defined to be an Indenture Event of
Default, not including any periods of grace provided for therein and



10









 







irrespective of the giving of
any notice provided therein); provided that, except for a default in the payment of principal of
(or premium, if any) or interest on any of the Debentures, the Property Trustee shall be protected
fully in withholding such notice if and so long as a Responsible Officer of the Property Trustee in
good faith determines that the withholding of such notice is in the interests of the Holders of the
Securities.



     (b) The Property Trustee shall not be deemed to have knowledge of any default except:



          (i) a default under Sections 5.1(a) and 5.1(b) of the Indenture; or




          (ii) any
default as to which a Responsible Officer of the Property Trustee shall have received written notice or of
which a Responsible Officer of the Property Trustee charged with the administration of this Trust
Agreement shall have actual knowledge.




ARTICLE 3




ORGANIZATION



3.1 Name and Organization. The Trust hereby continued is named “ASBC Capital                     ”
as such name may be modified from time to time by the Administrative Trustees following written
notice to the Holders of Securities, the Property Trustee and the Delaware Trustee. The Trust’s
activities may be conducted under the name of the Trust or any other name deemed advisable by the
Administrative Trustees.



3.2 Office. The address of the principal office of the Trust is c/o Associated Banc-Corp,
1200 Hansen Road, Green Bay, Wisconsin 54304. On 10 Business Days’ written notice to the Holders of
Securities, each of the Property Trustee, the Delaware Trustee and the Administrative Trustees may
designate another principal office.



3.3 Purpose. The exclusive purposes and functions of the Trust are (a) to issue Securities
in exchange for the Debentures, and (b) except as otherwise limited herein, to engage in only those
other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or
reinvest proceeds derived from investments, pledge any of its assets or otherwise undertake (or
permit to
be undertaken) any activity that would cause the Trust to be classified as other than a grantor
trust for United States federal income tax purposes.




     By the acceptance of this Trust, the Trustees, the Depositor, the Holders of the Capital
Securities and Common Securities and the Capital Securities Beneficial Owners will agree to treat
the Trust as a grantor trust for United States federal income tax purposes and not to take any
position which is contrary to such classification.


3.4 Authority. Subject to the limitations provided in this Trust Agreement and to the
specific duties of the Property Trustee, the Administrative Trustees shall have exclusive authority
to carry out the purposes of the Trust. An action taken by the Administrative Trustees in
accordance with their powers shall constitute the act of and serve to bind the Trust and an action
taken by the Property Trustee on behalf of the Trust in accordance with its powers shall constitute
the act of and serve to bind the Trust. In dealing with the Trustees acting on behalf of the Trust,
no Person


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shall be required to inquire into the authority of the Trustees to bind the Trust.
Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the
Trustees as set forth in this Trust Agreement.




     (a) Except as expressly set forth in this Trust Agreement and except if a meeting of the
Administrative Trustees is called with respect to any matter over which the Administrative Trustees
have power to act, any power of the Administrative Trustees may be exercised by, or with the
consent of, any one such Administrative Trustee.



     (b) Except as otherwise required by the Statutory Trust Act or applicable law, any
Administrative Trustee is authorized to execute on behalf of the Trust any documents which the
Administrative Trustees have the power and authority to cause the Trust to execute pursuant to
Section 3.6(b).



     (c) An Administrative Trustee may, by power of attorney consistent with applicable law,
delegate to any other natural person over the age of 21 his or her power for the purposes of
signing any documents which the Administrative Trustees have power and authority to cause the Trust
to execute pursuant to Section 3.6; provided that such person is a United States Person as defined
in Section 7701(a)(30) of the Code.


3.5 Title to Property of the Trust. Except as provided in Section 3.8 with respect to the
Debentures and the Property Account or as otherwise provided in this Trust Agreement, legal title
to all assets of the Trust shall be vested in the Trust. The Holders shall not have legal title to
any part of the assets of the Trust, but shall have an undivided beneficial ownership interest in
the assets of the Trust.



3.6 Powers and Duties of the Administrative Trustees. The Administrative Trustees shall
have the exclusive power, duty and authority, and are hereby authorized and directed, to cause the
Trust to engage in the following activities:




     (a) to establish the terms and form of the Capital Securities and the Common Securities in the
manner specified in Section 7.1 and issue the Capital Securities and the Common Securities in
exchange for the Debentures in accordance with this Trust Agreement; provided, however, that the
Trust may issue no more than one series of Capital Securities and no more than one series of Common
Securities, and, provided further, that there shall be no interests in the Trust other than the
Securities, and the issuance of Securities shall be limited to a simultaneous issuance of both
Capital Securities and Common Securities on the Closing Date;



     (b) in connection with the issuance of the Capital Securities, at the direction of the
Depositor, to execute and file any documents prepared by the Depositor, or take any acts as
determined by the Depositor to be necessary, in order to qualify or register all or part of the
Capital Securities in any State in which the Depositor has determined to qualify or register such
Capital Securities for sale;



     (c) to acquire the Debentures in exchange for the issuance of the Capital Securities and the
Common Securities; provided, however, that the Administrative Trustees shall cause legal title to
the Debentures to be held of record in the name of the Property Trustee for the benefit of the
Holders of the Capital Securities and the Holders of the Common Securities;



12









 






     (d) to give the Depositor and the Property Trustee prompt written notice of the occurrence of
a Special Event; provided that the Administrative Trustees shall consult with the Depositor and the
Property Trustee before taking or refraining from taking any action in relation to any such Special
Event;



     (e) to establish a record date with respect to all actions to be taken hereunder that require
a record date be established, including and with respect to, for the purposes of Section 316(c) of
the Trust Indenture Act, Distributions, voting rights, redemptions and exchanges, and to issue
relevant notices to the Holders of Capital Securities and Holders of Common Securities as to such
actions and applicable record dates;



     (f) to take all actions and perform such duties as may be required of the Administrative
Trustees pursuant to the terms of this Trust Agreement and the Securities;



     (g) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action or
otherwise adjust claims or demands of or against the Trust (“Legal Action”), unless, pursuant to
Section 3.8(e), the Property Trustee has the exclusive power to bring such Legal Action;



     (h) to employ or otherwise engage employees and agents (who may be designated as officers with
titles) and managers, contractors, advisors and consultants to conduct only those services that the
Administrative Trustees have authority to conduct directly, and to pay reasonable compensation for
such services, provided that such person is a United States Person as defined in Section
7701(a)(30) of the Code;



     (i) to cause the Trust to comply with the Trust’s obligations under the Trust Indenture Act;




     (j) to give the certificate required by Section 314(a)(4) of the Trust Indenture Act to the
Property Trustee, which certificate may be executed by any Administrative Trustee;



     (k) to incur expenses that are necessary or incidental to carry out any of the purposes of the
Trust;



     (l) to act as, or appoint another Person to act as, registrar and transfer agent for the
Securities;



     (m) to give prompt written notice to the Holders of the Securities of any notice received from
the Debenture Issuer of its election to defer payments of interest on the Debentures by extending
the interest payment period under the Debentures as authorized by the Indenture;



     (n) to take all action that may be necessary or appropriate for the preservation and the
continuation of the Trust’s valid existence, rights, franchises and privileges as a statutory
trust under the laws of the State of Delaware and of each other jurisdiction in which such
existence is necessary to protect the limited liability of the Holders of the Capital Securities
and the Holders of the Common Securities or to enable the Trust to effect the purposes for which
the Trust was created;



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     (o) to take any action, not inconsistent with applicable law, that the Administrative Trustees
determine in their discretion to be necessary or desirable in carrying out the purposes and
functions of the Trust as set out in Section 3.3 or the activities of the Trust as set out in this
Section 3.6, including, but not limited to:



          (i) causing the Trust not to be deemed to be an Investment Company required to be registered
under the Investment Company Act;




          (ii) causing the Trust to be classified as a grantor trust for United States federal income
tax purposes; and




          (iii) cooperating with the Debenture Issuer to ensure that the Debentures will be treated as
indebtedness of the Debenture Issuer for United States federal income tax purposes.




     (p) to take all action necessary to cause all applicable tax returns and tax information
reports that are required to be filed with respect to the Trust to be duly prepared and filed by
the Administrative Trustees, on behalf of the Trust; and



     (q) to execute and deliver all documents or instruments, perform all duties and powers, and do
all things for and on behalf of the Trust in all matters necessary or incidental to the foregoing.



     The Administrative Trustees shall exercise the powers set forth in this Section 3.6 in a
manner that is consistent with the purposes and functions of the Trust set out in Section 3.3, and
the Administrative Trustees shall have no power to, and shall not, take any action that is
inconsistent with the purposes and functions of the Trust set forth in Section 3.3.



     Subject to this Section 3.6, the Administrative Trustees shall have none of the powers or the
authority of the Property Trustee set forth in Section 3.8.



     Any expenses incurred by the Administrative Trustees pursuant to this Section 3.6 shall be
reimbursed by the Debenture Issuer.



3.7 Prohibition of Actions by the Trust and the Trustees.




     (a) The Trust shall not, and none of the Trustees (including the Property Trustee) shall cause
the Trust to, engage in any activity other than as required or authorized by this Trust Agreement.
In particular, the Trust shall not and none of the Trustees (including the Property Trustee) shall
cause the Trust to:



          (i) invest any proceeds received by the Trust from holding the Debentures, but shall
distribute all such proceeds to Holders of Securities pursuant to the terms of this Trust Agreement
and of the Securities;




          (ii) acquire any assets other than as expressly provided herein;




          (iii) possess Trust property for other than a Trust purpose;




14









 








          (iv) make any loans (other than those represented by the Debentures) or incur any
indebtedness;




          (v) possess any power or otherwise act in such a way as to vary the Trust assets (except to
the extent expressly authorized in this Trust Agreement or by the terms of the Securities);




          (vi) possess any power or otherwise act in such a way as to vary the terms of the Securities
in any way whatsoever (except to the extent expressly authorized in this Trust Agreement or by the
terms of the Securities);




          (vii) issue any securities or other evidences of beneficial ownership of, or beneficial
interest in, the Trust other than the Securities;




          (viii) other than as provided in this Trust Agreement or by the terms of the Securities, (A)
direct the time, method and place of exercising any trust or power conferred upon the Debenture
Trustee with respect to the Debentures, (B) waive any past default that is waivable under the
Indenture, (C) exercise any right to rescind or annul any declaration that the principal of all the
Debentures shall be due and payable, or (D) consent to any amendment, modification or termination
of the Indenture or the Debentures where such consent shall be required unless the Trust shall have
received an opinion of counsel to the effect that such modification will not cause more than an
insubstantial risk that the Trust will be deemed an Investment Company required to be registered
under the Investment Company Act, or the Trust will be classified as other than a grantor trust for
United States federal income tax purposes;




          (ix) take any action inconsistent with the status of the Trust as a grantor trust for United
States federal income tax purposes; or




          (x) revoke any action previously authorized or approved by vote of the Holders of the Capital
Securities.




3.8 Powers and Duties of the Property Trustee.




     (a) The legal title to the Debentures shall be owned by and held of record in the name of the
Property Trustee for the benefit of the Trust and the Holders of the Securities. The right, title
and interest of the Property Trustee to the Debentures shall vest automatically in each Person who
may hereafter be appointed as Property Trustee in accordance with Section 6.6. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with regard to the
Debentures have been executed and delivered.



     (b) The Property Trustee shall not transfer its right, title and interest in the Debentures to
the Administrative Trustees or to the Delaware Trustee (if the Property Trustee does not also act
as Delaware Trustee).



     (c) The Property Trustee shall:



          (i) establish and maintain a segregated non-interest bearing trust account (the “Property
Account”) in the name of and under the exclusive control of the Property Trustee on




15









 







behalf of the
Holders of the Securities and, upon the receipt of payments of funds made in respect of the
Debentures held by the Property Trustee, deposit such funds into the Property Account and make
payments to the Holders of the Capital Securities and Holders of the Common Securities from the
Property Account in accordance with Section 7.2. Funds in the Property Account shall be held
uninvested until disbursed in accordance with this Trust Agreement. The Property Account shall be
an account that is maintained with a banking institution the rating on whose long-term unsecured
indebtedness is at least equal to the rating assigned to the Capital Securities by a “nationally
recognized statistical rating organization”, within the meaning of Rule 436(g)(2) under the
Securities Act;




          (ii) engage in such ministerial activities as shall be necessary or appropriate to effect the
redemption of the Capital Securities and the Common Securities to the extent the Debentures are
redeemed or mature; and




          (iii) upon written notice of distribution issued by the Administrative Trustees in accordance
with the terms of the Securities, engage in such ministerial activities as so directed and as shall
be necessary or appropriate to effect the distribution of the Debentures to Holders of Securities
upon the occurrence of a Special Event.




     (d) The Property Trustee shall take all actions and perform such duties as may be specifically
required of the Property Trustee pursuant to the terms of this Trust Agreement and the Securities.



     (e) The Property Trustee shall take any Legal Action which arises out of or in connection with
a Trust Enforcement Event of which a Responsible Officer of the Property Trustee has actual
knowledge or the Property Trustee’s duties and obligations under this Trust Agreement or the Trust
Indenture Act; provided, however, that if a Trust Enforcement Event has occurred and is continuing
and such event is attributable to the failure of the Debenture Issuer to pay interest, principal or
other required payments on the Debentures on the date such interest, principal or other required
payments are otherwise payable (or in the case of redemption, on the redemption date), then a
Holder of Capital Securities may directly institute a proceeding against
the Debenture Issuer for enforcement of payment to such Holder of the principal of or interest
on Debentures having a principal amount equal to the aggregate liquidation amount of the Capital
Securities of such Holder (a “Direct Action”) on or after the respective due date specified in the
Debentures. Notwithstanding anything to the contrary in this Trust Agreement or the Indenture, the
Debenture Issuer shall have the right to set-off any payment it is otherwise required to make under
the Indenture in respect of any Capital Security to the extent the Debenture Issuer has heretofore
made, or is currently on the date of such payment making, a payment under the Guarantee relating to
such Capital Security or under Section 5.8 of the Indenture.



     (f) The Property Trustee shall continue to serve as a Trustee until either:



          (i) the Trust has been completely liquidated and the proceeds of the liquidation distributed
to the Holders of Securities pursuant to the terms of the Securities; or




          (ii) a Successor Property Trustee has been appointed and has accepted that appointment in
accordance with Section 6.6.




16









 








     (g) The Property Trustee shall have the legal power to exercise all of the rights, powers and
privileges of a holder of Debentures under the Indenture and, if a Trust Enforcement Event actually
known to a Responsible Officer of the Property Trustee occurs and is continuing, the Property
Trustee shall, for the benefit of Holders of the Securities, enforce its rights as holder of the
Debentures subject to the rights of the Holders pursuant to the terms of such Securities.



     (h) The Property Trustee may authorize one or more Persons (each, a “Paying Agent”) to pay
Distributions, redemption payments or liquidation payments on behalf of the Trust with respect to
all Securities and any such Paying Agent shall comply with Section 317(b) of the Trust Indenture
Act. Any Paying Agent may be removed by the Property Trustee at any time and a successor Paying
Agent or additional Paying Agents may be appointed at any time by the Property Trustee.



     (i) Subject to this Section 3.8, the Property Trustee shall have none of the duties,
liabilities, powers or the authority of the Administrative Trustees set forth in Section 3.6.




     The Property Trustee shall exercise the powers set forth in this Section 3.8 in a manner that
is consistent with the purposes and functions of the Trust set out in Section 3.3, and the Property
Trustee shall have no power to, and shall not, take any action that is inconsistent with the
purposes and functions of the Trust set out in Section 3.3.



3.9 Certain Duties and Responsibilities of the Property Trustee.




     (a) The Property Trustee, before the occurrence of any Trust Enforcement Event and after the
curing of all Trust Enforcement Events that may have occurred, shall undertake to perform only such
duties as are specifically set forth in this Trust Agreement and no implied covenants shall be read
into this Trust Agreement against the Property Trustee. In case a Trust Enforcement Event has
occurred (that has not been cured or waived pursuant to Section 2.6) of which a Responsible Officer
of the Property Trustee has actual knowledge, the Property Trustee shall exercise such of the
rights and powers vested in it by this Trust Agreement, 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 or her own affairs.



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



          (i) prior to the occurrence of a Trust Enforcement Event and after the curing or waiving of
all such Trust Enforcement Events that may have occurred:




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



               (B) in the absence of bad faith on the part of the Property Trustee, the Property Trustee may
conclusively rely, as to the truth of the statements and the correctness of



17









 







the opinions expressed
therein, upon any certificates or opinions furnished to the Property Trustee and conforming to the
requirements of this Trust Agreement; but in the case of any such certificates or opinions that by
any provision hereof are specifically required to be furnished to the Property Trustee, the
Property Trustee shall be under a duty to examine the same to determine whether or not they conform
to the requirements of this Trust Agreement;



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




          (iii) the Property Trustee shall not be liable with respect to any action taken or omitted to
be taken by it without negligence, in good faith in accordance with the direction of the Holders of
not less than a Majority in Liquidation Amount of the Securities relating to the time, method and
place of conducting any proceeding for any remedy available to the Property Trustee, or exercising
any trust or power conferred upon the Property Trustee under this Trust Agreement;




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




          (v) the Property Trustee’s sole duty with respect to the custody, safe-keeping and physical
preservation of the Debentures and the Property Account shall be to deal with such property in a
similar manner as the Property Trustee deals with similar property for its own account, subject to
the protections and limitations on liability afforded to the Property Trustee under this Trust
Agreement and the Trust Indenture Act;




          (vi) the Property Trustee shall have no duty or liability for or with respect to the value,
genuineness, existence or sufficiency of the Debentures or the payment of any taxes or assessments
levied thereon or in connection therewith;




          (vii) the Property Trustee shall not be liable for any interest on any money received by it
except as it may otherwise agree with the Depositor. Money held by the Property Trustee need not
be segregated from other funds held by it except in relation to the Property Account maintained by
the Property Trustee pursuant to Section 3.8(c)(i) and except to the extent otherwise required by
law; and




          (viii) the Property Trustee shall not be responsible for monitoring the compliance by the
Administrative Trustees or the Depositor with their respective duties under this Trust Agreement,
nor shall the Property Trustee be liable for any default or misconduct of the Administrative
Trustees or the Depositor.




3.10 Certain Rights of Property Trustee.




     (a) Subject to the provisions of Section 3.9:



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




          (ii) any direction or act of the Depositor or the Administrative Trustees contemplated by this
Trust Agreement shall be sufficiently evidenced by an Officers’ Certificate;




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




          (iv) the Property Trustee shall have no duty to see to any recording, filing or registration
of any instrument (including any financing or continuation statement or any filing under tax or
securities laws) or any rerecording, refiling or registration thereof;




          (v) the Property Trustee may consult with counsel of its choice or other experts and the
advice or opinion of such counsel and experts with respect to legal matters or advice within the
scope of such experts’ area of expertise shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance
with such advice or opinion, such counsel may be counsel to the Depositor or any of its Affiliates,
and may include any of its employees. The Property Trustee shall have the right at any time to seek
instructions concerning the administration of this Trust Agreement from any court of competent
jurisdiction;




          (vi) the Property Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Trust Agreement at the request or direction of any Holder, unless such Holder
shall have provided to the Property Trustee security and indemnity, reasonably satisfactory to the
Property Trustee, against the costs, expenses (including reasonable attorneys’ fees and expenses
and the expenses of the Property Trustee’s agents, nominees or custodians) and liabilities that
might be incurred by it in complying with such request or direction, including such reasonable
advances as may be requested by the Property Trustee; provided that, nothing contained in this
Section 3.10(a) shall be taken to relieve the Property Trustee, upon the occurrence of a Trust
Enforcement Event, of its obligation to exercise the rights and powers vested in it by this Trust
Agreement;




          (vii) the Property 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 Property Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit;




19









 








          (viii) the Property Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the
Property 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, provided that such agent, custodian, nominee
or attorney is a “United States person” as defined in Section 7701(a)(30) of the Code;




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




          (x) whenever in the administration of this Trust Agreement the Property Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or right or taking any other
action hereunder, the Property Trustee (i) may request instructions from the Holders of the
Securities which instructions may only be given by the Holders of the same proportion inliquidation
amount of the Securities as would be entitled to direct the Property Trustee under the terms of the
Securities in respect of such remedy, right or action, (ii) may refrain from enforcing such remedy
or right or taking such other action until such instructions are received, and (iii) shall be
protected in conclusively relying on or acting in or accordance with such instructions;




          (xi) except as otherwise expressly provided by this Trust Agreement, the Property Trustee
shall not be under any obligation to take any action that is discretionary under the provisions of
this Trust Agreement;




          (xii) the Property Trustee shall not be liable for any action taken, suffered or omitted to be
taken by it without negligence or willful misconduct, in good faith and reasonably
believed by it to be authorized or within the discretion, rights or powers conferred upon it
by this Trust Agreement;




          (xiii) without prejudice to any other rights available to the Property Trustee under
applicable law, when the Property Trustee incurs expenses or renders services in connection with a
bankruptcy, such expenses (including the fees and expenses of its counsel) and the compensation for
such services are intended to constitute expenses of administration under any bankruptcy law or law
relating to creditors rights generally;




          (xiv) the Property Trustee shall not be charged with knowledge of a Trust Enforcement Event
unless a Responsible Officer of the Property Trustee obtains actual knowledge of such event or the
Property Trustee receives written notice of such event from Holders holding more than a Majority in
Liquidation Amount of the Capital Securities;



          
(xv)  Anything in this Trust Agreement notwithstanding, in no event
shall the Trustees 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 Trustees have been advised as to the likelihood of such
loss or damage and regardless of the form of action; and


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


     (b) No provision of this Trust Agreement shall be deemed to impose any duty or obligation on
the Property Trustee to perform any act or acts or exercise any right, power, duty or obligation
conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in



20









 







which the
Property Trustee shall be unqualified or incompetent in accordance with applicable law, to perform
any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power
or authority available to the Property Trustee shall be construed to be a duty.


3.11 Delaware Trustee. Notwithstanding any other provision of this Trust Agreement other
than Section 6.2, the Delaware Trustee shall not be entitled to exercise any powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the Administrative Trustees or the
Property Trustee described in this Trust Agreement. Except as set forth in Section 6.2, the
Delaware Trustee shall be a Trustee for the sole and limited purpose of fulfilling the requirements
of Section 3807(a) of the Statutory Trust Act. In the event the Delaware Trustee shall at any time
be required to take any action or perform any duty hereunder with respect to the Trust, the
Delaware Trustee shall be entitled to all of the same rights,
protections and identities as the Property Trustee listed in
Section 3.9(b) and Section 3.10 and the other provisions of this
Trust Agreement.



3.12 Execution of Documents. Except as otherwise required by the Statutory Trust Act or
applicable law, any Administrative Trustee is authorized to execute on behalf of the Trust any
documents that the Administrative Trustees have the power and authority to execute pursuant to
Section 3.6.



3.13 Not Responsible for Recitals or Issuance of Securities. The recitals contained in
this Trust Agreement and the Securities shall be taken as the statements of the Depositor, and the
Trustees do not assume any responsibility for their correctness. The Trustees make no
representations as to the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this Trust Agreement, the
Securities, the Debentures or the Indenture.



3.14 Duration of Trust. The Trust shall exist until dissolved and terminated pursuant to the provisions of Article 8
hereof.




3.15 Mergers.




     (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or
convey, transfer or lease its properties and assets substantially as an entirety to any Person,
except as described in Section 3.15(b) and (c) or Section 8.2.



     (b) The Trust may, at the request of the Depositor and with the consent of the Administrative
Trustees or, if there are more than two, a majority of the Administrative Trustees and without the
consent of the Holders of the Securities, the Delaware Trustee or the Property Trustee,
consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its
properties substantially as an entirety to a trust organized as such under the laws of any State;
provided, that:



          (i) if the Trust is not the successor, such successor entity (the “Successor Entity”) either:




               (A) expressly assumes all of the obligations of the Trust with respect to the Securities; or



21









 





               (B) substitutes for the Capital Securities other securities having substantially the same
terms as the Capital Securities (the “Successor Securities”) so long as the Successor Securities
rank the same as the Capital Securities rank in priority with respect to Distributions and payments
upon liquidation, redemption and otherwise;



          (ii) the Debenture Issuer expressly appoints a trustee of such Successor Entity that possesses
the same powers and duties as the Property Trustee as the holder of the Debentures;




          (iii) the Capital Securities or any Successor Securities are listed, or any Successor
Securities will be listed upon notification of issuance, on any national securities exchange or
with any other or organization on which the Capital Securities are then listed or quoted;




          (iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does
not cause the Capital Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization;




          (v) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does
not adversely affect the rights, preferences and privileges of the Holders of the Capital
Securities (including any Successor Securities) in any material respect;




          (vi) such Successor Entity has a purpose substantially identical to that of the Trust;




          (vii) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease the Depositor has received an opinion of counsel to the Trust experienced in such matters to
the effect that:




               (A) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does
not adversely affect the rights, preferences and privileges of the Holders of the Capital
Securities (including any Successor Securities) in any material respect;



               (B) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease neither the Trust nor the Successor Entity will be required to register as an Investment
Company; and



               (C) following such merger, consolidation, amalgamation or replacement, the Trust (or the
Successor Entity) will continue to be classified as a grantor trust for United States federal
income tax purposes;



          (viii) the Depositor or any permitted successor or assignee owns all of the common securities
and guarantees the obligations of such Successor Entity under the Successor Securities at least to
the extent provided by the Securities Guarantee and such Successor Entity expressly assumes all of
the obligations of the Trust with respect to the Trustees.




     (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the consent of Holders
of 100% in aggregate liquidation amount of the Securities, consolidate, amalgamate,



22









 







merge with or
into, or be replaced by or convey, transfer or lease its properties and assets substantially as an
entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or
into, or replace it, if such consolidation, amalgamation, merger, replacement, conveyance, transfer
or lease would cause the Trust or Successor Entity to be classified as other than a grantor trust
for United States federal income tax purposes and each Holder of the Securities not to be treated
as owning an undivided interest in the Debentures.


3.16 Property Trustee May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other similar judicial proceeding relative to the Trust or any other obligor upon
the Securities or the property of the Trust or of such other obligor or their creditors, the
Property Trustee (irrespective of whether any Distributions on the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether the
Property Trustee shall have made any demand on the Trust for the payment of any past due
Distributions) shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:




     (a) to file and prove a claim for the whole amount of any Distributions owing and unpaid in
respect of the Securities (or, if the Securities are original issue discount Securities, such
portion of the liquidation amount as may be specified in the terms of such Securities) and to file
such other papers or documents as may be necessary or advisable in order to have the claims of the
Property Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its and counsel) and of the Holders
allowed in such judicial proceeding, and



     (b) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and 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 Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Property Trustee any
amount due it for the reasonable compensation, expenses, disbursements and advances of the Property
Trustee, its agents and counsel, and any other amounts due the Property Trustee.



     Nothing herein contained shall be deemed to authorize the Property Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement
adjustment or compensation affecting the Securities or the rights of any Holder thereof or to
authorize the Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.



ARTICLE 4




DEPOSITOR



4.1 Responsibilities of the Depositor. In connection with the issue of the Capital
Securities, the Depositor shall have the exclusive right and responsibility to engage in the
following activities:




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     (a) to prepare for filing by the Trust with the Commission under the Securities Act or the
Exchange Act, and execute on behalf of the Trust, one or more registration statements on the
applicable forms, including any amendments thereto, pertaining to the Capital Securities, the
Guarantee and the Debentures;



     (b) to determine the States in which to take appropriate action to qualify or register for
sale all or part of the Capital Securities and to do any and all such acts, other than actions
which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for
execution and filing any documents to be executed and filed by the Trust, as the Depositor deems
necessary or advisable in order to comply with the applicable laws of any such States; and



     (c) to negotiate the terms of, and execute, an underwriting agreement and other related
agreements providing for the sale of the Capital Securities.


4.2 Indemnification and Fees and Expenses of the Trustees. The Depositor, in its capacity
as Debenture Issuer, agrees to indemnify the Property Trustee and the Delaware Trustee for, and to
hold each of them harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Property Trustee or the Delaware Trustee, as the case may be, arising
out of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending
either of them against any claim or liability in connection with the exercise or performance of any
of their respective powers or duties hereunder; the provisions of this Section 4.2 shall survive
the resignation or removal of the Delaware Trustee or the Property Trustee or the termination of
this Trust Agreement.



4.3 Compensation of the Trustees. The Depositor agrees to pay the Property Trustee and the
Delaware Trustee from time to time such compensation for all services rendered by the Property
Trustee and the Delaware Trustee hereunder as may be mutually agreed upon in writing by the
Depositor and the Property Trustee or the Delaware Trustee, as the case may be, and, except as
otherwise expressly provided herein, to reimburse the Property Trustee and the Delaware Trustee
upon its or their request for all reasonable expenses, disbursements and advances incurred or made
by the Property Trustee or the Delaware Trustee, as the case may be, in accordance with the
provisions of this Trust Agreement, except any such expense, disbursement or advance as may be
attributable to its or their negligence or bad faith.




ARTICLE 5




TRUST COMMON SECURITIES HOLDER



5.1 Debenture Issuer’s Receipt of Common Securities. On the Closing Date, the Debenture
Issuer will receive all of the Common Securities and all of the Capital Securities issued by the
Trust on the same date in exchange for Debentures issued to the Trust by the Debenture Issuer. The
Common Securities will be issued in an amount equal to at least 3% of the capital of the Trust.




     The aggregate stated liquidation amount of Common Securities outstanding at any time shall not
be less than 3% of the capital of the Trust.



24









 




5.2 Covenants of the Common Securities Holder. For so long as the Capital Securities
remain outstanding, the Common Securities Holder will covenant (i) to maintain directly 100%
ownership of the Common Securities, (ii) to cause the Trust to remain a statutory trust and not to
voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by this Trust
Agreement, (iii) to use its commercially reasonable efforts to ensure that the Trust will not be an
investment company for purposes of the Investment Company Act, and (iv) to take no action which
would be reasonably likely to cause the Trust to be classified as other than a grantor trust for
United States federal income tax purposes.




ARTICLE 6




TRUSTEES



6.1 Number of Trustees; Appointment of Co-Trustee. The number of Trustees initially shall
be four, and:




     (a) at any time before the issuance of any Securities, the Depositor may, by written
instrument, increase or decrease the number of Trustees;



     (b) after the issuance of any Securities, the number of Trustees may be increased or decreased
by vote of the Holders of a Majority in Liquidation Amount of the Common Securities voting as a
class at a meeting of the Holders of the Common Securities or by written consent in lieu of such
meeting; provided that the number of Trustees shall be at least three; and provided further that
(i) the Delaware Trustee, in the case of a natural person, shall be a person who is a resident of
the State of Delaware or that, if not a natural person, is an entity which has its principal place
of business in the State of Delaware and otherwise meets the requirements of applicable law; (ii)
at least one Administrative Trustee is an employee or officer of, or is affiliated with, the
Depositor; and (iii) one Trustee shall be the Property Trustee for so long as this Trust Agreement
is required to qualify as an indenture under the Trust Indenture Act, and such Trustee may also
serve as Delaware Trustee if it meets the applicable requirements;



     (c) notwithstanding clause (a), unless a Trust Enforcement Event shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust’s property may at the time be
located, the Holders of a Majority in Liquidation Amount of the Common Securities, and the
Administrative Trustees shall have power to appoint one or more Persons approved by the Property
Trustee either to act as a co-trustee, jointly with the Property Trustee, of all or any part of the
Trust’s property, or to act as separate trustee of any such property, in either case with such
powers as may be provided in the instrument of appointment, and to vest in such Person or persons
in such capacity any property, title, right or power deemed necessary or desirable, subject to the
provisions of this Agreement; provided, however, that any such Person shall at all times be a
United States person as defined in Section 7701(a)(30) of the Code. In case a Trust Enforcement
Event has occurred and is continuing, the Property Trustee alone shall have power to make any such
appointment of a co-trustee or separate Property Trustee;



     (d) at all times, the Property Trustee must be (i) a “bank” as defined in Section 581 of the
Code or (ii) a U.S. government-owned agency or U.S. government sponsored enterprise; and



25









 





     (e) at all times, each Trustee must be a “United States person” as defined in Section
7701(a)(30) of the Code.


6.2 Delaware Trustee; Eligibility. If required by the Statutory Trust Act, one Trustee
(which may be the Property Trustee) (the “Delaware Trustee”) shall be:




     (a) a natural person who is a resident of the State of Delaware; or



     (b) if not a natural person, an entity which has its principal place of business in the State
of Delaware, and otherwise meets the requirements of applicable law, provided that, if the Property
Trustee has its principal place of business in the State of Delaware and otherwise meets the
requirements of applicable law, then the Property Trustee shall also be the Delaware Trustee and
Section 3.11 shall have no application.



6.3 Property Trustee; Eligibility.



     (a) There shall at all times be one Trustee (which may be the Delaware Trustee) which shall
act as Property Trustee which shall:



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




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




     (b) If at any time the Property Trustee shall cease to be eligible to so act under Section
6.3(a), the Property Trustee shall immediately resign in the manner and with the effect set forth
in Section 6.6(c).



     (c) If the Property Trustee has or shall acquire any “conflicting interest” within the meaning
of Section 310(b) of the Trust Indenture Act, the Property Trustee and the Holder of the Common
Securities (as if it were the obligor referred to in Section 310(b) of the Trust Indenture Act)
shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.



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



26









 




6.4 Qualifications of Administrative Trustees and Delaware Trustee Generally. Each
Administrative Trustee and the Delaware Trustee (unless the Property Trustee also acts as Delaware
Trustee) shall be either a natural person who is at least 21 years of age or a legal entity that
shall act through one or more Authorized Officers.




6.5 Initial Administrative Trustees. The initial Administrative Trustees shall be:





Brian A. Bodager and Joseph B. Selner, the business address of all of whom is c/o
Associated Banc-Corp, 1200 Hansen Road, Green Bay, Wisconsin 54304.



6.6 Appointment, Removal and Resignation of Trustees.




     (a) Subject to Section 6.6(b), Trustees may be appointed or removed without cause at any time:



          (i) until the issuance of any Securities, by written instrument executed by the Depositor;




          (ii) after the issuance of any Securities (but prior to the occurrence of an Indenture Event
of Default), by vote of the Holders of a Majority in Liquidation Amount of the Common Securities
voting as a class at a meeting of the Holders of the Common Securities; and




          (iii) after the issuance of the Capital Securities and the occurrence of an Indenture Event of
Default, and only with respect to each of the Property Trustee and Delaware Trustee, by vote of the
Holders of a Majority in Liquidation Amount of the Capital Securities.




     (b) The Trustee that acts as Property Trustee shall not be removed in accordance with Section
6.6(a) until a successor Trustee possessing the qualifications to act as Property Trustee under
Section 6.3(a) (a “Successor Property Trustee”) has been appointed and has accepted such
appointment by written instrument executed by such Successor Property Trustee and delivered to the
Administrative Trustees and the Depositor. The Trustee that acts as Delaware Trustee shall not be
removed in accordance with Section 6.6(a) until a successor Trustee possessing the qualifications
to act as Delaware Trustee under Sections 6.2 and 6.4 (a “Successor Delaware Trustee”) has been
appointed and has accepted such appointment by written instrument executed by such Successor
Delaware Trustee and delivered to the Administrative Trustees and the Depositor.



     (c) A Trustee appointed to office shall hold office until his or its successor shall have been
appointed, until his death or its dissolution or until his or its removal or resignation. Any
Trustee may resign from office (without need for prior or subsequent accounting) by an instrument
in writing signed by the Trustee and delivered to the Depositor and the Trust, which resignation
shall take effect upon such delivery or upon such later date as is specified therein; provided,
however, that:



          (i) no such resignation of the Trustee that acts as the Property Trustee shall be effective:




27









 








               (A) until a Successor Property Trustee has been appointed and has accepted such appointment by
instrument executed by such Successor Property Trustee and delivered to the Trust, the Depositor
and the resigning Property Trustee; or



               (B) until the Trust has been completely wound up and terminated in accordance with the Trust
Agreement; and



          (ii) no such resignation of the Trustee that acts as the Delaware Trustee shall be effective
until a Successor Delaware Trustee has been appointed and has accepted such appointment by
instrument executed by such Successor Delaware Trustee and delivered to the Trust, the Depositor
and the resigning Delaware Trustee.




     (d) The Holders of the Common Securities shall use their best efforts to promptly appoint a
Successor Delaware Trustee or Successor Property Trustee, as the case may be, if the Property
Trustee or the Delaware Trustee delivers an instrument of resignation in accordance with this
Section 6.6.



     (e) If no Successor Property Trustee or Successor Delaware Trustee, as the case may be, shall
have been appointed and accepted appointment as provided in this Section 6.6 within 60 days after
delivery to the Depositor and the Trust of an instrument of resignation or removal, the resigning
or removed Property Trustee or Delaware Trustee, as applicable, may petition any court of competent
jurisdiction in the U.S. for appointment of a Successor Property Trustee or Successor Delaware
Trustee, as applicable. Such court may thereupon, after prescribing such notice, if any, as it may
deem proper, appoint a Successor Property Trustee or Successor Delaware Trustee, as the case may
be.



     (f) No Property Trustee or Delaware Trustee shall be liable for the acts or omissions to act
of any Successor Property Trustee or Successor Delaware Trustee, as the case may be.


6.7 Vacancies among Trustees. If a Trustee ceases to hold office for any reason and the
number of Trustees is not reduced pursuant to Section 6.1, or if the number of Trustees is
increased pursuant to Section 6.1, a vacancy shall occur. A resolution certifying the existence of
such vacancy by the Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees shall be conclusive evidence of the existence of such vacancy. The vacancy
shall be filled with a Trustee appointed in accordance with Section 6.6.



6.8 Effect of Vacancies. The death, resignation, retirement, removal, bankruptcy,
dissolution, liquidation, incompetence or incapacity to perform the duties of a Trustee shall not
operate to annul, dissolve or terminate the Trust. Whenever a vacancy in the number of
Administrative Trustees shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 6.6, the Administrative Trustees in office,
regardless of their number, shall have all the powers granted to the Administrative Trustees and
shall discharge all the duties imposed upon the Administrative Trustees by this Trust Agreement.



6.9 Meetings. If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any Administrative
Trustee. Regular meetings of the Administrative Trustees may be held at a time and place fixed by
resolution of the Administrative Trustees. Notice of any in-person meetings of the


28









 






Administrative
Trustees shall be hand delivered or otherwise delivered in writing (including by facsimile, with a
hard copy by overnight courier) not less than 48 hours before such meeting. Notice of any
telephonic meetings of the Administrative Trustees shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not less than 24 hours
before a meeting. Notices shall contain a brief statement of the time, place and anticipated
purposes of the meeting. The presence (whether in person or by telephone) of an Administrative
Trustee at a
meeting shall constitute a waiver of notice of such meeting except where an Administrative Trustee
attends a meeting for the express purpose of objecting to the transaction of any activity on the
ground that the meeting has not been lawfully called or convened. Unless provided otherwise in this
Trust Agreement, any action of the Administrative Trustees may be taken at a meeting by vote of a
majority of the Administrative Trustees present (whether in person or by telephone) and eligible to
vote with respect to such matter, provided that a Quorum is present, or without a meeting by the
unanimous written consent of the Administrative Trustees. In the event there is only one
Administrative Trustee, any and all action of such Administrative Trustee shall be evidenced by a
written consent of such Administrative Trustee.




6.10 Delegation of Power.




     (a) Any Administrative Trustee may, by power of attorney consistent with applicable law,
delegate to any natural person over the age of 21 his, her or its power for the purpose of
executing any documents contemplated in Section 3.6 or making any governmental filing; provided
that such person is a “United States person” as defined in Section 7701(a)(30) of the Code.



     (b) The Administrative Trustees shall have power to delegate from time to time to such of
their number or to officers of the Trust the doing of such things and the execution of such
instruments either in the name of the Trust or the names of the Administrative Trustees or
otherwise as the Administrative Trustees may deem expedient, to the extent such delegation is not
prohibited by applicable law or contrary to the provisions of the Trust, as set forth herein;
provided, that such person is a United States Person as defined in Section 7701(a)(30) of the Code.


6.11 Merger, Conversion, Consolidation or Succession to Business. Any corporation into
which the Property Trustee, the Delaware Trustee or any Administrative Trustee that is not a
natural person may be merged or converted or with such Trustee may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which such Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate trust business of
such Trustee shall be the successor of such Trustee hereunder, provided such corporation 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.




29









 








ARTICLE 7




TERMS OF SECURITIES




7.1 General Provisions Regarding Securities.




     (a) The Administrative Trustees shall on behalf of the Trust issue one class of capital
securities representing undivided beneficial interests in the assets of the Trust and one class of
common securities representing undivided beneficial interests in the assets of the Trust.



          (i) Capital Securities. The Capital Securities of the Trust have an aggregate liquidation
amount with respect to the assets of the Trust of up to                      dollars ($                    ) with
respect to the closing of the sale of Capital Securities on one
or more occasions. The Capital Securities are hereby designated for identification purposes only
as “___% Trust Preferred Securities” (the “Capital Securities”). The Capital Security
Certificates evidencing the Capital Securities shall be substantially in the form of Exhibit A to
this Trust Agreement, with such changes and additions thereto or deletions therefrom as may be
required by ordinary usage, custom or practice or to conform to the rules of any stock exchange on
which the Capital Securities are listed or quoted.




          (ii) Common Securities. The Common Securities of the Trust have an aggregate liquidation
amount with respect to the assets of the Trust of up to                      dollars
($                    ) with respect to the closing of the sale of Common Securities on one or more
occasions. The Common Securities are hereby designated for identification purposes only as
“___% Common Securities” (the “Common Securities” and, together with the Capital Securities,
the “Securities”). The Common Security Certificates evidencing the Common Securities shall be
substantially in the form of Exhibit B to this Trust Agreement, with such changes and additions
thereto or deletions therefrom as may be required by ordinary usage, custom or practice.




     (b) Payment of Distributions on, and payment of the Redemption Price upon a redemption of, the
Capital Securities and the Common Securities, as applicable, shall be made Pro Rata based on the
liquidation amount of such Capital Securities and Common Securities; provided, however, that if on
any date on which amounts payable on distribution or redemption, an Indenture Event of Default
shall have occurred and be continuing, no payment of any Distribution on, or Redemption Price of,
any of the Common Securities, and no other payment on account of the redemption, liquidation or
other acquisition of such Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions on all of the outstanding Capital Securities for all
Distribution periods terminating on or prior thereto, or, in the case of amounts payable on
redemption, the full amount of the Redemption Price for all of the outstanding Capital Securities
then called for redemption, shall have been made or provided for, and all funds available to the
Property Trustee shall first be applied to the payment in full in cash of all Distributions on, or
the Redemption Price of, the Capital Securities then due and payable. The Trust shall issue no
securities or other interests in the assets of the Trust other than the Capital Securities and the
Common Securities.



30









 





     (c) The Certificates shall be signed on behalf of the Trust by an Administrative Trustee. Such
signature shall be the manual or facsimile signature of any present or any future Administrative
Trustee. In case an Administrative Trustee of the Trust who shall have signed any of the
Certificates shall cease to be such Administrative Trustee before the Certificates so signed shall
be delivered by the Trust, such Certificates nevertheless may be delivered as though the person who
signed such Certificates had not ceased to be such Administrative Trustee; and any Certificate may
be signed on behalf of the Trust by such persons who, at the actual date of execution of such
Certificate, shall be the Administrative Trustees of the Trust, although at the date of the
execution and delivery of the Trust Agreement any such person was not such an Administrative
Trustee. Certificates shall be printed, lithographed or engraved or may be produced in any other
manner as is reasonably acceptable to the Administrative Trustees, as evidenced by their execution
thereof, and may have such letters, numbers or other marks of identification or designation and
such legends or endorsements as the Administrative Trustees
may deem appropriate, or as may be required to comply with any law or with any rule or
regulation of any stock exchange on which Securities may be listed, or to conform to usage.



     A Certificate representing Capital Securities shall not be valid until authenticated by the
manual signature of an Authorized Officer of the Property Trustee. Such signature shall be
conclusive evidence that such Certificate has been authenticated under this Trust Agreement.



     Upon a written order of the Trust signed by one Administrative Trustee, the Property Trustee
shall authenticate the Certificates representing Capital Securities for original issue. The
aggregate amount of Capital Securities outstanding at any time shall not exceed the liquidation
amount set forth in Section 7.1(a)(i).



     The Property Trustee may appoint an authenticating agent acceptable to the Trust to
authenticate Certificates. An authenticating agent may authenticate Certificates whenever the
Property Trustee may do so. Each reference in this Trust Agreement to authentication by the
Property Trustee includes authentication by such agent. An authenticating agent has the same rights
as the Property Trustee to deal with the Depositor or an Affiliate of the Depositor.



     (d) The consideration received by the Trust for the issuance of the Securities shall
constitute a contribution to the capital of the Trust and shall not constitute a loan to the Trust.



     (e) Upon issuance of the Securities as provided in this Trust Agreement, the Securities so
issued shall be deemed to be validly issued, fully paid and non-assessable undivided beneficial
interests in the assets of the Trust.



     (f) Every Person, by virtue of having become a Holder or a Capital Security Beneficial Owner
in accordance with the terms of this Trust Agreement, shall be deemed to have expressly assented
and agreed to the terms of, and shall be bound by, this Trust Agreement and the terms of the
Securities.



     (g) The holders of the Securities shall have no preemptive or similar rights.



31









 





7.2 Distributions.




     (a) As owners of undivided beneficial ownership interests in the Debentures, holders of
Securities shall be entitled to receive cumulative cash Distributions at the rate per annum of
___% of the stated liquidation amount of $  per Security. Pursuant to the Indenture, the
amount of interest on the Debentures payable for any period shorter than a full quarterly interest
period, and, as a result, Distributions on the Securities payable for any period shorter than a
full quarterly distribution period shall be computed on the basis of a 30-day month and for periods
of less than a month, the actual number of days elapsed per 30-day month. Subject to Section
7.1(b), Distributions shall be made on the Capital Securities and the Common Securities on a Pro
Rata basis. Pursuant to the Indenture, interest on the Debentures shall, from the date of original
issue, accrue and be cumulative, and, as a result Distributions on the Securities shall, from the
date of original issue, accumulate and be cumulative. Distributions shall be payable quarterly in
arrears on each              
       ,                   
  ,                      and   
                   of each year,
commencing                     , 20___, when, as and if available for payment, by the Property Trustee,
except as otherwise described below. Distributions are payable only to the
extent that payments are made in respect of the Debentures held by the Property Trustee and to
the extent that the Trust has funds available for the payment of such Distributions in the Property
Account.



     (b) Pursuant to the Indenture, interest not paid on the scheduled payment date will accrue and
compound quarterly at the rate of ___% per annum, and, as a result, interests on the Debentures
not paid on the scheduled payment date will accrue and compound quarterly at the rate of ___%
per annum (and, as a result) the Distributions on the Securities will accumulate and compound at
the rate of ___% per annum (“Compounded Distributions”). “Distributions” shall mean ordinary
cumulative distributions together with any Compounded Distributions.



     (c) If and to the extent that the Debenture Issuer makes a payment of interest, premium and/or
principal on the Debentures held by the Property Trustee (the amount of any such payment being a
“Payment Amount”), the Property Trustee shall and is directed, to the extent funds are available
for that purpose, make a Pro Rata distribution of the Payment Amount to Holders, subject to Section
7.1(b).



     (d) Distributions on the Securities shall be payable to the Holders thereof as they appear on
the register of the Trust as of the close of business on the relevant record dates. While the
Capital Securities are represented by one or more Global Securities, the relevant record dates
shall be the close of business the Business Day preceding such Distribution payment date; otherwise
the relevant record date shall be the fifteenth day (whether or not a Business Day) preceding such
Distribution payment date. At all times, the Distribution payment dates shall correspond to the
interest payment dates on the Debentures. Distributions payable on any Securities that are not
punctually paid on any Distribution payment date, as a result of the Debenture Issuer having failed
to make a payment under the Debentures, shall cease to be payable to the Person in whose name such
Securities are registered on the relevant record date, and such defaulted Distribution will instead
be payable to the Person in whose name such Securities are registered on the special record date or
other specified date determined in accordance with this Trust Agreement. If any date on which
Distributions are payable on the



32









 







Securities is not a Business Day, then payment of the Distribution
payable on such date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay), with the same force and effect as if
made on such payment date.



     (e) In the event that there is any money or other property held by or for the Trust that is
not accounted for hereunder, such property shall be distributed Pro Rata among the Holders of the
Securities except as provided in Section 7.1(b).



7.3 Redemption of Securities.




     (a) Upon the repayment or redemption, in whole or in part, of the Debentures held by the
Trust, whether at the stated maturity of the Debentures or upon earlier redemption as provided in
the Indenture, the proceeds from such repayment or redemption shall be simultaneously applied Pro
Rata (subject to Section 7.1(b)) to redeem Securities having an aggregate liquidation amount equal
to the aggregate principal amount of the Debentures so
repaid or redeemed at the Redemption Price. Holders shall be given not less than 30 nor more
than 60 days notice of such redemption in accordance with Section 7.4.



     (b) On the date fixed for any distribution of Debentures, upon dissolution of the Trust, (i)
the Securities will no longer be deemed to be outstanding and
(ii) certificates representing Securities will be deemed to represent the Debentures having an
aggregate principal amount equal to the stated liquidation amount of, and bearing accrued and
unpaid interest equal to accumulated and unpaid distributions on, such Securities until such
certificates are presented to the Depositor or its agent for transfer or reissuance.



7.4 Redemption Procedures.




     (a) Notice of any redemption of, or notice of distribution of Debentures in exchange for, the
Securities (a “Redemption/Distribution Notice”), which notice shall be irrevocable, will be given
by the Trust by mail to each Holder of Securities to be redeemed or exchanged not fewer than 30 nor
more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a
redemption, will be the date fixed for redemption of the Debentures. For purposes of the
calculation of the date of redemption or exchange and the dates on which notices are given pursuant
to this Section 7.4(a), a Redemption/Distribution Notice shall be deemed to be given on the day
such notice is first mailed by first-class mail, postage prepaid, to Holders of Securities. Each
Redemption/Distribution Notice shall be addressed to the Holders of Securities at the address of
each such Holder appearing in the register of the Trust. No defect in the Redemption/Distribution
Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of
the redemption or exchange proceedings with respect to any other Holder.



     (b) If fewer than all the outstanding Securities are to be so redeemed, the Common Securities
and the Capital Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Capital
Securities to be redeemed will be redeemed as described in Section 7.4(c) below. The particular
Capital Securities to be redeemed will be selected on a Pro Rata basis by the Property Trustee from
the outstanding Capital Securities not previously called for redemption, by such



33









 







method (including,
without limitation, by lot) as the Property Trustee shall deem fair and appropriate. The Trust may
not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of
redemption have been paid in full on all Securities then outstanding. For all purposes of this
Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption
of Capital Securities shall relate, in the case of any Capital Security redeemed or to be redeemed
only in part, to the portion of the aggregate liquidation amount of Capital Securities which has
been or is to be redeemed.



     (c) Subject to the Trust’s fulfillment of the notice requirements set forth in Section 7.4(a)
above, if Securities are to be redeemed, then (i) with respect to Capital Securities represented by
one or more Global Securities, by 12:00 noon, New York City time, on the redemption date, provided
that the Debenture Issuer has paid the Property Trustee a sufficient amount of cash in connection
with the related redemption or maturity of the Debentures, the Property Trustee will deposit
irrevocably with the Depositary or its nominee (or successor Clearing Agency or its nominee) funds
sufficient to pay the applicable Redemption Price with respect to the Capital Securities and will
give the Depositary irrevocable instructions and
authority to pay the Redemption Price to the Holders of the Capital Securities and (ii) with
respect to Securities not represented by one or more Global Securities, provided that the Debenture
Issuer has paid the Property Trustee a sufficient amount of cash in connection with the related
redemption or maturity of the Debentures, the Property Trustee will give the Paying Agent
irrevocable instructions and authority to pay the relevant Redemption Price to the Holders of such
Securities upon surrender of their certificates evidencing the Capital Securities. Payment of the
Redemption Price on the Capital Securities will be made to the recordholders thereof as they appear
on the register of the Trust on the relevant record date, which shall be one Business Day prior to
the relevant redemption date; provided, however, that with respect to the Capital Securities not
represented by one or more Global Securities, the relevant record date shall be the date fifteen
days prior to the relevant redemption date. If any date fixed for redemption of Securities is not a
Business Day, then payment of the Redemption Price payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment in respect of any
such delay) with the same force and effect as if made on such date fixed for redemption. If,
however, the Business Day falls in the next calendar year, then payment of the Redemption Price
will be made on the immediately preceding Business Day with the same force and effect as if made on
such date fixed for redemption. If payment of the Redemption Price in respect of any Securities is
not paid because the payment of the Redemption Price on the Debentures is not made, interest will
continue to accrue on the Debentures, and, as a result, Distributions on such Securities will
continue to accumulate at the then applicable rate from the original redemption date to the actual
date of payment, in which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the Redemption Price. For these purposes, the applicable
Redemption Price shall not include Distributions which are being paid to Holders who were Holders
on a relevant record date. If a Redemption/Distribution Notice shall have been given and funds
deposited or paid as required, then immediately prior to the close of business on the date of such
deposit or payment, Distributions will cease to accumulate on the Securities called for redemption
and all rights of Holders of such Securities so called for redemption will cease, except the right
of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and
from and after the date fixed for redemption, such Securities will cease to be outstanding.



34









 





     Neither the Administrative Trustees nor the Trust shall be required to register or cause to be
registered the transfer of any Securities that have been called for redemption, except in the case
of any Securities being redeemed in part, any portion thereof not to be redeemed.



     (d) Subject to the foregoing and applicable law (including, without limitation, United States
federal securities laws), the Debenture Issuer or its subsidiaries may at any time and from time to
time purchase outstanding Capital Securities by tender, in the open market or by private agreement.



7.5 Voting Rights of Capital Securities.



     (a) Except as provided under Section 6.6, Section 11.1 and this Article 7 and as otherwise
required by the Statutory Trust Act, the Trust Indenture Act and other applicable law, the Holders
of the Capital Securities shall have no voting rights.



     (b) Subject
to Section 4.2 and the requirement of the Property Trustee obtaining a tax opinion in certain
circumstances set forth in Section 7.5(d) below, the Holders of a Majority in Liquidation Amount of
the Capital Securities voting separately as a class have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Property Trustee, or to direct
the exercise of any trust or power conferred upon the Property Trustee under the Trust Agreement,
including the right to direct the Property Trustee, as Holder of the Debentures, to (i) exercise
the remedies available to it under the Indenture as a Holder of the Debentures; (ii) consent to any
amendment or modification of the Indenture or the Debentures where such consent shall be required
or (iii) waive any past default and its consequences that is waivable under Section 5.13 of the
Indenture; provided, however, that if an Indenture Event of Default has occurred and is continuing,
then the Holders of 25% of the aggregate liquidation amount of the Capital Securities may direct
the Property Trustee to declare the principal of and interest on the Debentures due and payable;
provided, further, that where a consent or action under the Indenture would require the consent or
act of the Holders of more than a majority of the aggregate principal amount of Debentures affected
thereby, only the Holders of the percentage of the aggregate stated liquidation amount of the
Capital Securities which is at least equal to the percentage required under the Indenture may
direct the Property Trustee to give such consent to take such action.



     (c) If the Property Trustee fails to enforce its rights under the Debentures after a Holder of
Capital Securities has made a written request, such Holder of Capital Securities may, to the extent
permitted by applicable law, institute a legal proceeding directly against the Debenture Issuer to
enforce the Property Trustee’s rights under the Indenture without first instituting any legal
proceeding against the Property Trustee or any other Person. In addition, if a Trust Enforcement
Event has occurred and is continuing and such event is attributable to the failure of the Debenture
Issuer to make any interest, principal or other required payments when due under the Indenture,
then a Holder of Capital Securities may directly institute a Direct Action against the Debenture
Issuer on or after the respective due date specified in the Debentures.



     (d) Subject
to Section 4.2, the Property Trustee shall notify all Holders of the Capital Securities of any notice of
any Indenture Event of Default received from the Debenture Issuer with respect to the



35









 







Debentures.
Such notice shall state that such Indenture Event of Default also constitutes a Trust Enforcement
Event. Except with respect to directing the time, method, and place of conducting a proceeding for
a remedy, the Property Trustee shall be under no obligation to take any of the actions described in
clause 7.5(b)(i) and (ii) above unless the Property Trustee has obtained an opinion of independent
tax counsel to the effect that the Trust will not be classified as an association or publicly
traded partnership taxable as a corporation for United States federal income tax purposes as a
result of such action.



     (e) Subject
to Section 4.2, in the event the consent of the Property Trustee, as the Holder of the Debentures, is
required under the Indenture with respect to any amendment or modification of the Indenture, the
Property Trustee shall request the direction of the Holders of the Capital Securities with respect
to such amendment or modification and shall vote with respect to such amendment or modification as
directed by not less than a Majority in Liquidation Amount of the Capital Securities voting
together as a single class; provided, however, that where a consent under the Indenture would
require the consent of the Holders of more than a majority of the aggregate
principal amount of the Debentures, the Property Trustee may only give such consent at the
direction of the Holders of at least the same proportion in aggregate stated liquidation amount of
the Securities. The Property Trustee shall not take any such action in accordance with the
directions of the Holders of the Securities unless the Property Trustee has obtained an opinion of
independent tax counsel to the effect that the Trust will not be classified as an association or
publicly traded partnership taxable as a corporation for United States federal income tax purposes
as a result of such action.



     (f) A waiver of an Indenture Event of Default with respect to the Debentures will constitute a
waiver of the corresponding Trust Enforcement Event.



     (g) Any required approval or direction of Holders of Capital Securities may be given at a
separate meeting of Holders of Capital Securities convened for such purpose, at a meeting of all of
the Holders of Securities or pursuant to written consent. The Administrative Trustees will cause a
notice of any meeting at which Holders of Capital Securities are entitled to vote to be mailed to
each Holder of record of Capital Securities. Each such notice will include a statement setting
forth (i) the date of such meeting, (ii) a description of any resolution proposed for adoption at
such meeting on which such Holders are entitled to vote and (iii) instructions for the delivery of
proxies.



     (h) No vote or consent of the Holders of Capital Securities shall be required for the Trust to
redeem and cancel Capital Securities or distribute Debentures in accordance with this Trust
Agreement and the terms of the Securities.



     (i) Notwithstanding that Holders of Capital Securities are entitled to vote or consent under
any of the circumstances described above, any of the Securities that are owned at such time by the
Debenture Issuer, any Administrative Trustee or any entity directly or indirectly controlled by, or
under direct or indirect common control with, the Debenture Issuer or any Administrative Trustee,
shall not be entitled to vote or consent and shall, for purposes of such vote or consent, be
treated as if such Securities were not outstanding; provided, however, that Persons otherwise
eligible to vote to whom the Debenture Issuer or any of its subsidiaries have



36









 







pledged Capital
Securities may vote or consent with respect to such pledged Capital Securities under any of the
circumstances described herein.



     (j) Subject to Sections 6.6(a) and 7.5(k), Holders of the Capital Securities shall have no
rights to appoint or remove the Trustees, who may be appointed, removed or replaced solely by the
Common Securities Holder.



     (k) If an Indenture Event of Default has occurred and is continuing, the Property Trustee and
the Delaware Trustee may be removed at such time only by a Majority in Liquidation Amount of the
Capital Securities.



     (l) The Trustees shall not revoke any action previously authorized or approved by a vote of
the Holders of the Securities, except by a subsequent vote of the Holders of the Securities.



7.6 Voting Rights of Common Securities.




     (a) Except as provided under Section 6.1(b), this Section 7.6 or Section 11.1 or as otherwise
required by the Statutory Trust Act, the Trust Indenture Act or other applicable law or provided by
the Trust Agreement, the Holders of the Common Securities will have no voting rights.



     (b) Subject to Sections 6.6(a) and 7.5(k), the Holders of the Common Securities shall be
entitled, in accordance with Article VI of this Trust Agreement, to vote to appoint, remove or
replace any Trustee or to increase or decrease the number of Trustees.



     (c) Subject to Section 2.6 and only after all Trust Enforcement Events with respect to the
Capital Securities have been cured, waived, or otherwise eliminated and subject to the requirement
of the Property Trustee obtaining a tax opinion in certain circumstances set forth in this
paragraph (c), the Holders of a Majority in Liquidation Amount of the Common Securities have the
right to direct the time, method and place of conducting any proceeding for any remedy available to
the Property Trustee, or direct the exercise of any trust or power conferred upon the Property
Trustee under this Trust Agreement, including the right to direct the Property Trustee, as Holder
of the Debentures, to (i) exercise the remedies available to it under the Indenture as a Holder of
the Debentures, (ii) consent to any amendment or modification of the Indenture or the Debentures
where such consent shall be required or (iii) waive any past default and its consequences that is
waivable under Section 5.13 of the Indenture; provided, however, that where a consent or action
under the Indenture would require the consent or act of the Holders of more than a majority of the
aggregate principal amount of Debentures affected thereby, only the Holders of the percentage of
the aggregate stated liquidation amount of the Common Securities which is at least equal to the
percentage required under the Indenture may direct the Property Trustee to have such consent or
take such action. Except with respect to directing the time, method, and place of conducting a
proceeding for a remedy, the Property Trustee shall be under no obligation to take any of the
actions described in clause 7.6(c)(i) and (ii) above unless the Property Trustee has obtained an
opinion of independent tax counsel to the effect that, as a result of such action, for United
States federal income tax purposes the Trust will not be classified as other than a grantor trust.



37









 





     (d) If the Property Trustee fails to enforce its rights under the Debentures after a Holder of
Common Securities has made a written request, such Holder of Common Securities may, to the extent
permitted by applicable law, directly institute a legal proceeding directly against the Debenture
Issuer to enforce the Property Trustee’s rights under the Debentures without first instituting any
legal proceeding against the Property Trustee or any other Person.



     (e) A waiver of an Indenture Event of Default with respect to the Debentures will constitute a
waiver of the corresponding Trust Enforcement Event.



     (f) Any required approval or direction of Holders of Common Securities may be given at a
separate meeting of Holders of Common Securities convened for such purpose, at a meeting of all of
the Holders of Securities or pursuant to written consent. The Administrative Trustees will cause a
notice of any meeting at which Holders of Common Securities are entitled to vote to be mailed to
each Holder of record of Common Securities. Each such notice will
include a statement setting forth (i) the date of such meeting, (ii) a description of any
resolution proposed for adoption at such meeting on which such Holders are entitled to vote and
(iii) instructions for the delivery of proxies.



     (g) No vote or consent of the Holders of the Common Securities will be required for the Trust
to redeem and cancel Common Securities or to distribute Debentures in accordance with the Trust
Agreement and the terms of the Securities.


7.7 Paying Agent. In the event that any Capital Securities are not in book-entry only
form, the Trust shall maintain an office or agency where the Capital Securities may be presented
for payment (“Paying Agent”). The Trust may appoint the paying agent and may appoint one or more
additional paying agents in such other locations as it shall determine. The term “Paying Agent”
includes any additional paying agent. The Trust may change any Paying Agent without prior notice to
the Holders. The Trust shall notify the Property Trustee of the name and address of any Paying
Agent not a party to this Trust Agreement. If the Trust fails to appoint or maintain another entity
as Paying Agent, the Property Trustee shall act as such. The Trust or any of its Affiliates may act
as Paying Agent. The Property Trustee shall initially act as Paying Agent for the Securities. In
the event the Property Trustee shall no longer be the Paying Agent, the Administrative Trustees
shall appoint a successor (which shall be a bank or trust company acceptable to the Debenture
Issuer) to act as Paying Agent. The Paying Agent shall be permitted to resign as Paying Agent upon
30 days’ written notice to the Property Trustee and the Debenture Issuer.



7.8 Listing. The Depositor shall use its best efforts to cause the Capital Securities to
be included on the Nasdaq National Market.




7.9 Transfer of Securities.




     (a) Securities may only be transferred, in whole or in part, in accordance with the terms and
conditions set forth in this Trust Agreement and in the terms of the Securities. To the fullest
extent permitted by law, any transfer or purported transfer of any Security not made in accordance
with this Trust Agreement shall be null and void.



     (b) (i) Subject to this Article 7, Capital Securities shall be freely transferable.



38









 





          (ii) The Holder of the Common Securities may not transfer the Common Securities except (A) in
compliance with a consolidation, merger, sale, conveyance or lease of the Depositor in compliance
with Article VIII of the Indenture or (B) to the Depositor or an Affiliate thereof in compliance
with applicable law, including the Securities Act and applicable state securities and blue sky
laws. To the fullest extent permitted by law, any attempted transfer of the Common Securities other
than as set forth in the immediately preceding sentence shall be null and void.




     (c) The Trust shall cause to be kept at the Corporate Trust Office of the Property Trustee a
register (the register maintained in such office being herein sometimes referred to as
the “Security Register”) in which, subject to such reasonable regulations as it may prescribe,
the Trust shall provide for the registration of Capital Securities and of transfers of Capital
Securities. The Property Trustee is hereby appointed “Security Registrar” for the purpose of
registering Capital Securities and transfers of Capital Securities as herein provided.



     (d) Upon surrender for registration of transfer of any Security at an office or agency of the
Trust designated for such purpose, the Trust shall execute, and the Property Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Securities of any authorized denominations and of a like aggregate principal amount.



     (e) At the option of the Holder, Securities may be exchanged for other Securities of any
authorized denominations and of a like aggregate principal amount, upon surrender of the Securities
to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange,
the Trust shall execute, and in the case of Capital Securities the Property Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is entitled to
receive.



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



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



     (h) If the Securities are to be redeemed in part, the Trust shall not be required (i) to
issue, register the transfer of or exchange any Securities during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of any such Securities
selected for redemption under Section 7.4 and ending at the close of business on the day of such
mailing, or (ii) to register the transfer or exchange of any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed in part.



39









 





7.10 Mutilated, Destroyed, Lost or Stolen Certificates. If:




     (a) any mutilated Certificates should be surrendered to the Administrative Trustees, or if the
Administrative Trustees shall receive evidence to their satisfaction of the destruction, loss or
theft of any Certificate; and



     (b) there shall be delivered to the Administrative Trustees such security or indemnity as may
be required by them to keep each of the Trustees, the Depositor and the Trust harmless,
then, in the absence of notice that such Certificate shall have been acquired by a bona fide
purchaser, any Administrative Trustee on behalf of the Trust shall execute and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like denomination. In connection with the issuance of any new Certificate under this
Section 7.10, the Administrative Trustees may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership
interest in the relevant Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.



7.11 Deemed Security Holders. The Trustees may treat the Person in whose name any
Certificate shall be registered on the register of the Trust as the sole holder of such Certificate
and of the Securities represented by such Certificate for purposes of receiving Distributions and
for all other purposes whatsoever and, accordingly, shall not be bound to recognize any equitable
or other claim to or interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trust shall have actual or other notice
thereof.



7.12 Global Securities. On initial issuance, the Capital Securities may be issued in the
form of one or more Global Securities. If the Capital Securities are to be issued in the form of
one or more Global Securities, then an Administrative Trustee on behalf of the Trust shall execute
and the Property Trustee shall authenticate and deliver one or more Global Securities that (i)
shall represent and shall be denominated in an amount equal to the aggregate liquidation amount of
all of the Capital Securities to be issued in the form of Global Securities and not yet cancelled,
(ii) shall be registered in the name of the Depositary for such Global Security or the nominee of
such Depositary, and (iii) shall be delivered by the Property Trustee to such Depositary or
pursuant to such Depositary’s instructions. Global Securities shall bear a legend substantially to
the following effect:




     This Capital Security is a Global Security within the meaning of the Trust Agreement
hereinafter referred to and is registered in the name of The Depository Trust Company, a New York
corporation (the “Depositary”), or a nominee of the Depositary. This Capital Security is
exchangeable for Capital Securities registered in the name of a person other than the Depositary or
its nominee only in the limited circumstances described in the Trust Agreement and no transfer of
this Capital Security (other than a transfer of this Capital Security 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) may be registered except in limited circumstances. Unless this Capital
Security Certificate is presented by an authorized representative of the Depositary to ASBC Capital
___ or its agent for registration of transfer, exchange or payment, and any



40









 







Capital Security
Certificate issued is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of the Depositary (and any payment hereon is made to Cede & Co. or to
such other entity 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.



     Capital Securities not represented by a Global Security issued in exchange for all or a part
of a Global Security pursuant to this Section 7.12 shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Property Trustee. Upon execution and authentication,
the Property Trustee shall deliver such Capital Securities not represented by a Global Security to
the Persons in whose names such definitive Capital Securities are so registered.



     At such time as all interests in Global Securities have been redeemed, repurchased or
cancelled, such Global Securities shall be, upon receipt thereof, cancelled by the Property Trustee
in accordance with standing procedures of the Depositary. At any time prior to such cancellation,
if any interest in Global Securities is exchanged for Capital Securities not represented by a
Global Security, redeemed, cancelled or transferred to a transferee who receives Capital Securities
not represented by a Global Security therefor or any Capital Security not represented by a Global
Security is exchanged or transferred for part of Global Securities, the principal amount of such
Global Securities shall, in accordance with the standing procedures of the Depositary, be reduced
or increased, as the case may be, and an endorsement shall be made on such Global Securities by the
Property Trustee to reflect such reduction or increase.



     The Trust and the Property Trustee may for all purposes, including the making of payments due
on the Capital Securities, deal with the Depositary as the authorized representative of the Holders
for the purposes of exercising the rights of Holders hereunder. The rights of the owner of any
beneficial interest in a Global Security shall be limited to those established by law and
agreements between such owners and depository participants provided, that no such agreement shall
give any rights to any Person against the Trust or the Property Trustee without the written consent
of the parties so affected. Multiple requests and directions from and votes of the Depositary as
holder of Capital Securities in global form with respect to any particular matter shall not be
deemed inconsistent to the extent they do not represent an amount of Capital Securities in excess
of those held in the name of the Depositary or its nominee.



     If at any time the Depositary for any Capital Securities represented by one or more Global
Securities notifies the Trust that it is unwilling or unable to continue as Depositary for such
Capital Securities or if at any time the Depositary for such Capital Securities shall no longer be
eligible under this Section 7.12, the Trust shall appoint a successor Depositary with respect to
such Capital Securities. If a successor Depositary for such Capital Securities is not appointed by
the Trust within 90 days after the Trust receives such notice or becomes aware of such
ineligibility, the Trust’s election that such Capital Securities be represented by one or more
Global Securities shall no longer be effective and the Trust shall execute, and the Property
Trustee will authenticate and deliver, Capital Securities in definitive registered form, in any
authorized denominations, in an aggregate liquidation amount equal to the principal amount of



41









 







the
Global Security or Capital Securities representing such Capital Securities in exchange for such
Global Security or Capital Securities.



     The Trust may at any time and in its sole discretion determine that the Capital Securities
issued in the form of one or more Global Securities shall no longer be represented by a Global
Security or Capital Securities. In such event the Trust shall execute, and the Property Trustee,
shall authenticate and deliver, Capital Securities in definitive registered form, in any authorized
denominations, in an aggregate liquidation amount equal to the principal amount of the Global
Security or Capital Securities representing such Capital Securities, in exchange for such Global
Security or Capital Securities.



     Notwithstanding any other provisions of this Trust Agreement (other than the provisions set
forth in Section 7.9), Global Securities may not be transferred as a whole except 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.



     Interests of beneficial owners in a Global Security may be transferred or exchanged for
Capital Securities not represented by a Global Security and Capital Securities not represented by a
Global Security may be transferred or exchange for Global Securities in accordance with rules of
the Depositary and the provisions of Section 7.9.



ARTICLE 8




DISSOLUTION AND TERMINATION OF TRUST




8.1 Dissolution and Termination of Trust.




     (a) The Trust shall dissolve upon the earliest of:



          (i) the time when all of the Administrative Trustees and the Depositor shall have consented to
dissolution of the Trust provided such action is taken before the issuance of any Securities;




          (ii) at the Depositor’s election by at least 30 days written notice and direction to the
Property Trustee to distribute the Debentures to the Holders of the Securities in exchange for all
of the Securities, subject to the receipt of any necessary approvals by the Federal Reserve that
may then be required under the applicable capital guidelines or policies of the Federal Reserve;
provided that the Depositor will be required to obtain an opinion of an independent counsel that
the distribution of the Debentures will not be taxable to the Holders of the Capital Securities for
United States federal income tax purposes;




          (iii) the time when all of the Securities shall have been called for redemption and the
amounts then due shall have been paid to the Holders in accordance with the terms of the
Securities;




          (iv) the bankruptcy of the Holder of the Common Securities or the Depositor;




42









 








          (v) the filing of a certificate of dissolution or its equivalent with respect to the Depositor
or the revocation of the Depositor’s charter and the expiration of 90 days after the revocation
without a reinstatement thereof; or




          (vi) the entry of a decree of judicial dissolution of the Depositor or the Trust.




     (b) As soon as is practicable after the occurrence of an event referred to in Section 8.1(a)
and upon completion of the winding up and liquidation of the Trust, the Trustees shall terminate
the Trust by executing and filing a certificate of cancellation with the Secretary of State of the
State of Delaware.



     (c) The provisions of Section 4.2 and Article 9 shall survive the termination of the Trust.



8.2 Liquidation Distribution Upon Dissolution of the Trust.




     (a) In the event of any voluntary or involuntary dissolution, of the Trust (each a
“Liquidation”), the Holders of the Securities on the date of the Liquidation will be entitled to
receive, out of the assets of the Trust available for distribution to Holders of Securities after
satisfaction of the Trust’s liabilities to creditors, if any, distributions in cash or other
immediately available funds in an amount equal to the aggregate of the stated liquidation amount of
$  per Security plus accumulated and unpaid Distributions thereon to the date of payment (such
amount being the “Liquidation Distribution”), unless, in connection with such Liquidation,
Debentures in an aggregate stated principal amount equal to the aggregate stated liquidation amount
of, with an interest rate identical to the distribution rate of, and accumulated and unpaid
interest equal to accrued and unpaid Distributions on, such Securities shall be distributed on a
Pro Rata basis to the Holders of the Securities in exchange for such Securities.



     (b) If, upon any such Liquidation, the Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the aggregate Liquidation
Distribution, then the amounts payable directly by the Trust on the Securities shall be paid on a
Pro Rata basis. The Holders of the Common Securities will be entitled to receive distributions upon
any such Liquidation Pro Rata with the Holders of the Capital Securities except that if an
Indenture Event of Default has occurred and is continuing, the Capital Securities shall have a
preference over the Common Securities with regard to such distributions as provided for in Section
7.1(b).



ARTICLE 9




LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE

TRUSTEES OR OTHERS




9.1 Liability.




     (a) Except as expressly set forth in this Trust Agreement, the Guarantee and the terms of the
Securities, the Depositor:



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          (i) shall not be personally liable for the return of any portion of the capital contributions
(or any return thereon) of the Holders of the Securities which shall be made solely from assets of
the Trust; and




          (ii) shall not be required to pay to the Trust or to any Holder of Securities any deficit upon
dissolution of the Trust or otherwise.




     (b) Pursuant to Section 3803(a) of the Statutory Trust Act, the Holder of the Common
Securities shall be entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law of the State of
Delaware; provided, however, the Holders of the Common Securities shall be liable for all of the
debts and obligations of the Trust (other than with respect to the Securities) to the extent not
satisfied out of the Trust’s assets.



     (c) Pursuant to Section 3803(a) of the Statutory Trust Act, the Holders of the Capital
Securities shall be entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law of the State of
Delaware.



9.2 Exculpation.




     (a) No Indemnified Person shall be liable, responsible or accountable in damages or otherwise
to the Trust or any Covered Person for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and
in a manner such Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Trust Agreement or by law, except that an Indemnified
Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified
Person’s negligence or willful misconduct with respect to such acts or omissions.



     (b) An Indemnified Person shall be fully protected in relying in good faith upon the records
of the Trust and upon such information, opinions, reports or statements presented to the Trust by
any Person as to matters the Indemnified Person reasonably believes are within such other Person’s
professional or expert competence and who has been selected with reasonable care by or on behalf of
the Trust, including information, opinions, reports or statements as to the value and amount of the
assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of
assets from which Distributions to Holders of Securities might properly be paid.



9.3 Fiduciary Duty.




     (a) To the extent that, at law or in equity, an Indemnified Person has duties (including
fiduciary duties) and liabilities relating thereto to the Trust or to any other Covered Person, an
Indemnified Person acting under this Trust Agreement shall not be liable to the Trust or to another
Covered Person for its good faith reliance on the provisions of this Trust Agreement. The
provisions of this Trust Agreement, to the extent that they restrict
 or eliminate the duties and liabilities of
an Indemnified Person otherwise existing at law or in equity (other than the duties imposed on the



44









 







Property Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such
other duties and liabilities of such Indemnified Person.



     (b) Unless otherwise expressly provided herein:



          (i) whenever a conflict of interest exists or arises between any Covered Person and any
Indemnified Person; or




          (ii) whenever this Trust Agreement or any other agreement contemplated herein or therein
provides that an Indemnified Person shall act in a manner that is, or provides terms that are, fair
and reasonable to the Trust or any Holder of Securities, the Indemnified Person shall resolve such
conflict of interest, take such action or provide such terms, considering in each case the relative
interest of each party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary or accepted
industry practices and any applicable generally accepted accounting practices or principles. In the
absence of bad faith by the Indemnified Person, the resolution, action or term so made, taken or
provided by the Indemnified Person shall not constitute a breach of this Trust Agreement or any
other agreement contemplated herein or of any duty or obligation of the Indemnified Person at law
or in equity or otherwise.




     (c) Whenever in this Trust Agreement an Indemnified Person is permitted or required to make a
decision:



          (i) in its “discretion” or under a grant of similar authority, the Indemnified Person shall be
entitled to consider such interests and factors as it desires, including its own interests, and
shall have no duty or obligation to give any consideration to any interest of or factors affecting
the Trust or any other Person; or




          (ii) in its “good faith” or under another express standard,



the Indemnified Person shall act under such express standard and shall not be subject to any other
or different standard imposed by this Trust Agreement or by applicable law.




9.4 Indemnification.




     (a) The Debenture Issuer shall indemnify, to the full extent permitted by law, any Indemnified
Person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust) by reason of the fact that he is or was an
Indemnified Person against expenses (including attorney fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in
good faith and in a manner which he reasonably believed to be in or not opposed to



45









 







the best
interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.



     (b) The Debenture Issuer shall indemnify, to the full extent permitted by law, any Indemnified
Person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Trust to procure a judgment in its favor by
reason of the fact that he is or was an Indemnified Person against expenses (including attorneys’
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Trust and except that no such
indemnification shall be made in respect of any claim, issue or matter as to which such Indemnified
Person shall have been adjudged to be liable to the Trust unless and only to the extent that the
Court of Chancery of Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which
such Court of Chancery or such other court shall deem proper.



     (c) Any indemnification under paragraphs (a) and (b) of this Section 9.4 (unless ordered by a
court) shall be made by the Debenture Issuer only as authorized in the specific case upon a
determination that indemnification of the Indemnified Person is proper in the circumstances because
he has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such
determination shall be made (i) by the Administrative Trustees by a majority vote of a quorum
consisting of such Administrative Trustees who were not parties to such action, suit or proceeding,
(ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested
Administrative Trustees so directs, by independent legal counsel in a written opinion, or (iii) by
the Common Security Holder of the Trust.



     (d) Expenses (including attorneys’ fees) incurred by a Debenture Issuer Indemnified Person in
defending a civil, criminal, administrative or investigative action, suit or proceeding referred to
in paragraphs (a) and (b) of this Section 9.4 shall be paid by the Debenture Issuer in advance of
the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such Debenture Issuer Indemnified Person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Debenture Issuer as authorized in this
Section 9.4. Notwithstanding the foregoing, no advance shall be made by the Debenture Issuer if a
determination is reasonably and promptly made (i) by the Administrative Trustees by a majority vote
of a quorum of disinterested Administrative Trustees, (ii) if such a quorum is not obtainable, or,
even if obtainable, if a quorum of disinterested Administrative Trustees so directs, by independent
legal counsel in a written opinion or (iii) by the Common Security Holder of the Trust, that, based
upon the facts known to the Administrative Trustees, counsel or the Common Security Holder at the
time such determination is made, such Indemnified Person acted in bad faith or in a manner that
such Person did not believe to be in or not opposed to the best interests of the Trust, or, with
respect to any criminal proceeding, that such Indemnified Person believed or had reasonable cause
to believe his conduct was unlawful. In no event shall any advance be made in instances where the
Administrative Trustees, independent legal counsel or Common Security Holder reasonably determine
that such Person deliberately breached his duty to the Trust or its Common or Capital Security
Holders.



46









 





     (e) The indemnification and advancement of expenses provided by, or granted pursuant to, the
other paragraphs of this Section 9.4 shall not be deemed exclusive of any other rights to which
those seeking indemnification and advancement of expenses may be entitled under any agreement, vote
of stockholders or disinterested directors of the Debenture Issuer or Capital Security Holders of
the Trust or otherwise, both as to action in his official capacity and as to action in another
capacity while holding such office. All rights to indemnification under this Section 9.4 shall be
deemed to be provided by a contract between the Debenture Issuer and each Indemnified Person who
serves in such capacity at any time while this Section 9.4 is in effect.



     Any repeal or modification of this Section 9.4 shall not affect any rights or obligations then
existing.



     (f) The Debenture Issuer or the Trust may purchase and maintain insurance on behalf of any
Person who is or was an Indemnified Person against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such, whether or not the Debenture
Issuer would have the power to indemnify him against such liability under the provisions of this
Section 9.4.



     (g) For purposes of this Section 9.4, references to “the Trust” shall include, in addition to
the resulting or surviving entity, any constituent entity (including any constituent of a
constituent) absorbed in a consolidation or merger, so that any Person who is or was a director,
trustee, officer or employee of such constituent entity, or is or was serving at the request of
such constituent entity as a director, trustee, officer, employee or agent of another entity, shall
stand in the same position under the provisions of this Section 9.4 with respect to the resulting
or surviving entity as he would have with respect to such constituent entity if its separate
existence had continued.



     (h) The indemnification and advancement of expenses provided by, or granted pursuant to, this
Section 9.4 shall, unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a Debenture Issuer Indemnified Person and shall inure to the benefit of the
heirs, executors and administrators of such a person. The obligation to indemnify as set forth in
this Section 9.4 shall survive the resignation or removal of the Delaware Trustee or the Property
Trustee or the termination of this Trust Agreement.


9.5 Outside Businesses. Subject to the provisions of Section 6.3, any Covered Person, the
Depositor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in
other business ventures of any nature or description, independently or with others, similar or
dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have
no rights by virtue of this Trust Agreement in and to such independent ventures or the income or
profits derived therefrom, and the pursuit of any such venture, even if competitive with the
activities of the Trust, shall not be deemed wrongful or improper. Any Covered Person, the
Depositor, the Delaware Trustee or the Property Trustee shall not be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity is of a character
that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the
Depositor, the Delaware Trustee and the Property Trustee shall have the right to take for its own
account (individually or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee
may engage or be interested in any financial or other transaction with the Depositor or


47









 






any
Affiliate of the Depositor, or may act as depositary for, trustee or agent for, or act on any
committee or body of holders of, securities or other obligations of the Depositor or its
Affiliates.




ARTICLE 10




ACCOUNTING



10.1 Fiscal Year. The fiscal year (“Fiscal Year”) of the Trust shall be the calendar year,
or such other year as is required by the Code.




10.2 Certain Accounting Matters.




     (a) At all times during the existence of the Trust, the Administrative Trustees shall keep, or
cause to be kept, full books of account, records and supporting documents, which shall reflect in
reasonable detail, each transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the cash receipts and disbursement method of accounting
for United States federal income tax purposes unless another method is required by the Code or the
Treasury Regulations with respect to a specific Trust item. The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal Year of the Trust
by a firm of independent certified public accountants selected by the Administrative Trustees. The
Trust shall be treated as a widely held fixed investment trust (“WHFIT”) for United States federal
income tax purposes.



     (b) The Administrative Trustees shall cause to be prepared and delivered to each of the
Holders, within 90 days after the end of each Fiscal Year of the Trust, annual financial statements
of the Trust, including a balance sheet of the Trust as of the end of such Fiscal Year, and the
related statements of income or loss.



     (c) The Administrative Trustees shall cause to be duly prepared and delivered to each of the
Holders, an annual United States federal income tax information statement, required by the Code,
containing such information with regard to the Securities held by each Holder as is required by the
Code and the Treasury Regulations. Notwithstanding any right under the Code to deliver any such
statement at a later date, the Administrative Trustees shall endeavor to deliver all such
statements within 30 days after the end of each Fiscal Year of the Trust. On request, the
Administrative Trustees will provide all information required pursuant to the Treasury Regulations
governing WHFITs in accordance with such Treasury Regulations.



     (d) The Administrative Trustees shall cause to be duly prepared and filed with the appropriate
taxing authority, an annual United States federal income tax return, on a Form 1041 or such other
form, if any, required by United States federal income tax law, and any other annual income tax
returns required to be filed by the Administrative Trustees on behalf of the Trust with any state
or local taxing authority.


10.3 Banking. The Trust shall maintain one or more bank accounts in the name and for the
sole benefit of the Trust; provided, however, that all payments of funds in respect of the
Debentures held by the Property Trustee shall be made directly to the Property Account and no other
funds of the Trust
shall be deposited in the Property Account. The sole signatories for such


48









 






accounts shall be
designated by the Administrative Trustees; provided, however, that the Property Trustee shall
designate the signatories for the Property Account.



10.4 Withholding. The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, state and local law. The Trust shall request,
and the Holders shall provide to the Trust, such forms or certificates as are necessary to
establish an exemption from withholding with respect to each Holder, and any representations and
forms as shall reasonably be requested by the Trust to assist it in determining the extent of, and
in fulfilling, its withholding obligations. The Administrative Trustees shall file required forms
with applicable jurisdictions and, unless an exemption from withholding is properly established by
a Holder, shall remit amounts withheld with respect to the Holder to applicable jurisdictions. To
the extent that the Trust is required to withhold and pay over any amounts to any authority with
respect to distributions or allocations to any Holder, the amount withheld shall be deemed to be a
distribution in the amount of the withholding to the Holder. In the event of any claimed over
withholding, Holders shall be limited to an action against the applicable jurisdiction. If the
amount required to be withheld was not withheld from actual Distributions made, the Trust may
reduce subsequent Distributions by the amount of such withholding.




ARTICLE 11




AMENDMENTS AND MEETINGS




11.1 Amendments.




     (a) Except as otherwise provided in this Trust Agreement or by any applicable terms of the
Securities, this Trust Agreement may only be amended by a written instrument approved and executed
by the Depositor and (i) the Administrative Trustees (or, if there are more than two Administrative
Trustees, a majority of the Administrative Trustees) and (ii) the Property Trustee if the amendment
affects the rights, powers, duties, obligations or immunities of the Property Trustee; and (iii)
the Delaware Trustee if the amendment affects the rights, powers, duties, obligations or immunities
of the Delaware Trustee.



     (b) No amendment shall be made, and any such purported amendment shall be void and
ineffective:



          (i) unless, in the case of any proposed amendment, the Property Trustee shall have first
received an Officers’ Certificate from each of the Trust and the Depositor that such amendment is
permitted by, and conforms to, the terms of this Trust Agreement (including the terms of the
Securities);




          (ii) unless, in the case of any proposed amendment, the Property Trustee shall have first
received:




               (A) an Officers’ Certificate from each of the Trust and the Depositor that such amendment is
permitted by, and conforms to, the terms of this Trust Agreement
(including the terms of the Securities) and that all conditions precedent to the execution and
delivery of such amendment have been satisfied; and



49









 





               (B) an opinion of counsel (who may be counsel to the Depositor or the Trust) that such
amendment is permitted by, and conforms to, the terms of this Trust Agreement (including the terms
of the Securities) and that all conditions precedent to the execution and delivery of such
amendment have been satisfied; and



          (iii) to the extent the result of such amendment would be to:




               (A) cause the Trust to be classified as other than a grantor trust for United States federal
income tax purposes;



               (B) reduce or otherwise adversely affect the powers of the Property Trustee in contravention
of the Trust Indenture Act; or



               (C) cause the Trust to be deemed to be an Investment Company required to be registered under
the Investment Company Act.



     (c) If the Trust has issued any Securities that remain outstanding:



          (i) any amendment that would (A) change the amount or timing of any distribution of the
Securities or otherwise adversely affect the amount of any distribution required to be made in
respect of the Securities as of a specified date or (B) restrict the right of a Holder of
Securities to institute suit for the enforcement of any such payment on or after such date, will
entitle the Holders of such Securities, voting together as a single class, to vote on such
amendment or proposal and such amendment or proposal shall not be effective except with the
approval of each of the Holders of the Securities affected thereby; and




          (ii) except as provided in Section 11.1(c)(i) hereof, any provision of this Trust Agreement
may be amended by the Administrative Trustees and the Depositor with (i) the consent of the Holders
representing not less than a Majority in Liquidation Amount of the Securities outstanding and (ii)
receipt by the Trustees of an opinion of counsel to the effect that such amendment or the exercise
of any power granted to the Trustees in accordance with such amendment will not affect the Trust’s
status as a grantor trust for United States federal income tax purposes or the Trust’s exemption
from status of an Investment Company.




     (d) This Section 11.1 shall not be amended without the consent of all of the Holders of the
Securities.



     (e) Article 4 shall not be amended without the consent of the Holders of a Majority in
Liquidation Amount of the Common Securities.



     (f) The rights of the Holders of the Common Securities under Article 5 to increase or decrease
the number of, and appoint and remove Trustees shall not be amended without the consent of the
Holders of a Majority in Liquidation Amount of the Common Securities.



     (g) Notwithstanding Section 11.1(c), this Trust Agreement may be amended by the Depositor
without the consent of the Holders of the Securities, if such amendment does not adversely affect
in any material respect the rights of the holders of the Securities, to:



50









 





          (i) cure any ambiguity;




          (ii) correct or supplement any provision in this Trust Agreement that may be defective or
inconsistent with any other provision of this Trust Agreement;




          (iii) add to the covenants, restrictions or obligations of the Depositor;




          (iv) to conform to any change in Rule 3a-5 of the Investment Company Act or written change in
interpretation or application of Rule 3a-5 of the Investment Company Act by any legislative body,
court, government agency or regulatory authority; or




          (v) to modify, eliminate and add to any provision of this Trust Agreement to ensure that the
Trust will be classified as a grantor trust for United States federal income tax purposes at all
times that any Securities are outstanding or to ensure that the Trust will not be required to
register as an Investment Company under the Investment Company Act.




11.2 Meetings of the Holders of Securities; Action by Written Consent.




     (a) Meetings of the Holders of any class of Securities may be called at any time by the
Administrative Trustees (or as provided in the terms of the Securities) to consider and act on any
matter on which Holders of such class of Securities are entitled to act under the terms of this
Trust Agreement, the terms of the Securities or the rules of any stock exchange on which the
Capital Securities are listed or admitted for trading. The Administrative Trustees shall call a
meeting of the Holders of such class if directed to do so by the Holders of at least 10% in
Liquidation Amount of such class of Securities. Such direction shall be given by delivering to the
Administrative Trustees one or more calls in a writing stating that the signing Holders of
Securities wish to call a meeting and indicating the general or specific purpose for which the
meeting is to be called. Any Holders of Securities calling a meeting shall specify in writing the
Certificates held by the Holders of Securities exercising the right to call a meeting and only
those Securities specified shall be counted for purposes of determining whether the required
percentage set forth in the second sentence of this paragraph has been met.



     (b) Except to the extent otherwise provided in the terms of the Securities, the following
provisions shall apply to meetings of Holders of Securities:



          (i) notice of any such meeting shall be given to all the Holders of Securities having a right
to vote thereat at least 7 days and not more than 60 days before the date of such meeting.
Whenever a vote, consent or approval of the Holders of Securities is permitted or required under
this Trust Agreement or the rules of any stock exchange on which the Capital Securities are listed
or admitted for trading, such vote, consent or approval may be given at a meeting of the Holders of
Securities. Any action that may be taken at a meeting of the Holders of Securities may be taken
without a meeting and without prior notice if a consent in writing setting forth the action so
taken is signed by the Holders of Securities owning not less than the minimum amount of Securities
in liquidation amount that would be necessary to authorize or take such
action at a meeting at which all Holders of Securities having a right to vote thereon were
present and voting. Prompt notice of the taking of action without a meeting shall be given to the
Holders of Securities entitled to vote who have not consented in writing. The Administrative
Trustees may specify that any written ballot submitted to the Security Holders for the purpose of
taking




51









 







any action without a meeting shall be returned to the Trust within the time specified by the
Administrative Trustees;




          (ii) each Holder of a Security may authorize any Person to act for it by proxy on all matters
in which a Holder of Securities is entitled to participate, including waiving notice of any
meeting, or voting or participating at a meeting. No proxy shall be valid after the expiration of
11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the Holder of Securities executing such proxy. Except as otherwise
provided herein, all matters relating to the giving, voting or validity of proxies shall be
governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial
interpretations thereunder, as if the Trust were a Delaware corporation and the Holders of the
Securities were stockholders of a Delaware corporation;




          (iii) each meeting of the Holders of the Securities shall be conducted by the Administrative
Trustees or by such other Person that the Administrative Trustees may designate; and




          (iv) unless the Statutory Trust Act, this Trust Agreement, the terms of the Securities, the
Trust Indenture Act or the listing rules of any stock exchange on which the Capital Securities are
then listed for trading, otherwise provides, the Administrative Trustees, in their sole discretion,
shall establish all other provisions relating to meetings of Holders of Securities, including
notice of the time, place or purpose of any meeting at which any matter is to be voted on by any
Holders of Securities, waiver of any such notice, action by consent without a meeting, the
establishment of a record date, quorum requirements, voting in person or by proxy or any other
matter with respect to the exercise of any such right to vote.




ARTICLE 12




REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE



12.1 Representations and Warranties of the Property Trustee. The Trustee that acts as
initial Property Trustee represents and warrants to the Trust and to the Depositor at the date of
this Trust Agreement, and each Successor Property Trustee represents and warrants to the Trust and
the Depositor at the time of the Successor Property Trustee’s acceptance of its appointment as
Property Trustee that:




     (a) the Property Trustee is a national banking association with power and authority to execute
and deliver, and to carry out and perform its obligations under the terms of, this Trust Agreement;



     (b) the Property Trustee satisfies the requirements set forth in Section 6.3(a);



     (c) the execution, delivery and performance by the Property Trustee of this Trust Agreement
have been duly authorized by all necessary action on the part of the Property Trustee. This Trust
Agreement has been duly executed and delivered by the Property Trustee, and it constitutes a legal,
valid and binding obligation of the Property Trustee, enforceable against it in accordance with its
terms, subject to applicable bankruptcy, reorganization, moratorium,



52









 







insolvency and other similar
laws affecting creditors’ rights generally and to general principles of equity and the discretion
of the court (regardless of whether the enforcement of such remedies is considered in a proceeding
in equity or at law);



     (d) the execution, delivery and performance of this Trust Agreement by the Property Trustee do
not conflict with or constitute a breach of the organizational documents of the Property Trustee;
and



     (e) no consent, approval or authorization of, or registration with or notice to, any Delaware
or federal banking authority is required for the execution, delivery or performance by the Property
Trustee of this Trust Agreement.


12.2 Representations and Warranties of the Delaware Trustee. The Trustee that acts as
initial Delaware Trustee represents and warrants to the Trust and to the Depositor at the date of
this Trust Agreement, and each Successor Delaware Trustee represents and warrants to the Trust and
the Depositor at the time of the Successor Delaware Trustee’s acceptance of its appointment as
Delaware Trustee that:




     (a) the Delaware Trustee satisfies the requirements set forth in Section 6.2, satisfies Trust
Section 3807(a) of the Statutory Trust Act and has the power and authority to execute and deliver,
and to carry out and perform its obligations under the terms of, this Trust Agreement and, if it is
not a natural person, is duly organized, validly existing and in good standing under the laws of
its jurisdiction of incorporation or organization;



     (b) the Delaware Trustee has been authorized to perform its obligations under the Certificate
of Trust and this Trust Agreement. This Trust Agreement under Delaware law constitutes a legal,
valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its
terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar
laws affecting creditors’ rights generally and to general principles of equity and the discretion
of the court (regardless of whether the enforcement of such remedies is considered in a proceeding
in equity or at law); and



     (c) no consent, approval or authorization of, or registration with or notice to, any Delaware
or federal banking authority is required for the execution, delivery or performance by the Delaware
Trustee of this Trust Agreement.



ARTICLE 13




MISCELLANEOUS




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



     (a) if given to the Trust, in care of the Administrative Trustees at the Trust’s mailing
address set forth below (or such other address as the Trust may give notice of to the Property
Trustee, the Delaware Trustee and the Holders of the Securities):



53









 






c/o Associated Banc-Corp 1200 Hansen Road Green Bay, Wisconsin 54304 Attention:
Brian R. Bodager, Chief Administrative Officer Facsimile No: (920) 491-7010



     (b) if given to the Delaware Trustee, at the mailing address set forth below (or such other
address as the Delaware Trustee may give notice of to the Administrative Trustees, the Property
Trustee and the Holders of the Securities):



	 	 	 	 	 
	[

	 	 
	 	]
	 

	 	 	 	 





     (c) if given to the Property Trustee, at its Corporate Trust Office (or such other address as
the Property Trustee may give notice of to the Administrative Trustees, the Delaware Trustee and
the Holders of the Securities).



     (d) if given to the Holder of the Common Securities, at the mailing address of the Depositor
set forth below (or such other address as the Holder of the Common Securities may give notice of to
the Property Trustee, the Delaware Trustee and the Trust):


c/o Associated Banc-Corp 1200 Hansen Road Green Bay, Wisconsin 54304 Attention: Brian R. Bodager,
Chief Administrative Officer Facsimile No: (920) 491-7010




     (e) if given to any other Holder, at the address set forth on the register of the Trust.



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



54









 




13.2 Governing Law. This Trust Agreement and the Securities and the rights of the parties
hereunder and thereunder shall be governed by and interpreted in accordance with the laws of the
State of Delaware.



13.3 Intention of the Parties. It is the intention of the parties hereto that the Trust be
classified for United States federal income tax purposes as a grantor trust. The provisions of this
Trust Agreement shall be interpreted in a manner consistent with such classification.



13.4 Headings. Headings contained in this Trust Agreement are inserted for convenience of
reference only and do not affect the interpretation of this Trust Agreement or any provision
hereof.



13.5 Successors and Assigns. Whenever in this Trust Agreement any of the parties hereto is
named or referred to, the successors and assigns of such party shall be deemed to be included, and
all covenants and agreements in this Trust Agreement by the Depositor and the Trustees shall bind
and inure to the benefit of their respective successors and assigns, whether so expressed.



13.6 Partial Enforceability. If any provision of this Trust Agreement, or the application
of such provision to any Person or circumstance, shall be held invalid, the remainder of this Trust
Agreement, or the application of such provision to persons or circumstances other than those to
which it is held invalid, shall not be affected thereby.



13.7 Counterparts. This Trust Agreement may contain more than one counterpart of the
signature page and this Trust Agreement may be executed by the affixing of the signature of each of
the Trustees to one of such counterpart signature pages. All of such counterpart signature pages
shall be read as though one, and they shall have the same force and effect as though all of the
signers had signed a single signature page.


13.8
Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEES, AND EACH HOLDER OF A SECURITY BY ITS
ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.




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




55









 








     IN WITNESS WHEREOF, the undersigned have caused these presents to be executed as of the day
and year first above written.



	 	 	 	 	 
	 	ASSOCIATED BANC-CORP,

as Depositor, as Common Securities Holder

and

as Debenture Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON 

TRUST COMPANY, N.A.,

as Property Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BNY MELLON TRUST OF DELAWARE,

as Delaware Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	Brian R. Bodager, as Administrative Trustee 	 
	 
	 
	 	Joseph B. Selner, as Administrative Trustee	 





56









 








EXHIBIT A



[IF THE CAPITAL SECURITY IS TO BE A GLOBAL CAPITAL SECURITY, INSERT THE FOLLOWING:



THIS CAPITAL SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(THE “DEPOSITARY”), OR A NOMINEE OF THE DEPOSITARY. THIS CAPITAL SECURITY IS EXCHANGEABLE FOR
CAPITAL SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CAPITAL
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.



UNLESS THIS CAPITAL SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CAPITAL SECURITY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REGISTERED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY 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.]



CERTIFICATE NO.                    
  NUMBER OF CAPITAL SECURITIES:           
           CUSIP NO.                    
 




CERTIFICATE EVIDENCING [ ]% TRUST PREFERRED SECURITIES

OF

ASBC CAPITAL _____

[ ]% TRUST PREFERRED SECURITIES

FULLY AND UNCONDITIONALLY

GUARANTEED BY ASSOCIATED BANC-CORP



ASBC CAPITAL ___, a statutory trust created under the laws of the State of Delaware (the “Trust”),
hereby certifies that                      (the “Holder”) is the registered owner of                      capital
securities of the Trust representing undivided beneficial interests in the assets of the Trust
designated the “___% Trust Preferred Securities” (the “Capital Securities”). The Capital
Securities are transferable on the register of the Trust, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as
provided in the Trust Agreement (as defined below). The designation, rights, privileges,
restrictions, preferences




 









 







and other terms and provisions of the Capital Securities represented hereby are issued and shall in
all respects be subject to the provisions of the Amended and Restated Trust Agreement of the Trust,
dated as of                     , 20___, as the same may be amended from time to time (the “Trust
Agreement”), by and among ASSOCIATED BANC-CORP, Brian R. Bodager and Joseph B. Selner, as
Administrative Trustees, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Property Trustee, and
BNY MELLON TRUST OF DELAWARE, as Delaware Trustee, and the holders of undivided beneficial
interests in the assets of the Trust. Capitalized terms used herein but not defined shall have the
meaning given them in the Trust Agreement. The Holder is entitled to the benefits of the Guarantee
to the extent described therein. The Depositor will provide a copy of the Trust Agreement, the
Guarantee and the Indenture to a Holder without charge upon written request to the Depositor at its
principal place of business.



Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the
benefits thereunder.



By acceptance, the Holder agrees to treat, for United States federal, state and local income tax
purposes, the Debentures as indebtedness and the Capital Securities as evidence of undivided
beneficial ownership interests in the Debentures.



IN WITNESS
WHEREOF, the Trust has executed this certificate this ___ day of
[ ], 20___.




	 	 	 	 	 
	 	ASBC CAPITAL                     

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Administrative Trustee 	 
	 


This is one of the Capital Securities referred to in the within-mentioned Trust Agreement.




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON 

TRUST COMPANY, N.A.,

as Property Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




 









 








EXHIBIT B




TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE

CONDITIONS SET FORTH IN THE TRUST AGREEMENT

REFERRED TO BELOW.




CERTIFICATE NO.                    
  NUMBER OF COMMON SECURITIES:                     




CERTIFICATE EVIDENCING COMMON SECURITIES

OF

ASBC CAPITAL ____




___% COMMON SECURITIES



ASBC CAPITAL ___, a statutory trust created under the laws of the State of Delaware (the
“Trust”), hereby certifies that ASSOCIATED BANC-CORP (the “Holder”) is the registered owner of
common securities of the Trust representing an undivided beneficial interest in the assets of the
Trust designated the “___% Common Securities” (the “Common Securities”). The Common Securities
are not transferable and any attempted transfer thereof shall be void except as permitted by
applicable law and by Section 7.9(b)(ii) of the Trust Agreement (as defined below). The
designation, rights, privileges, restrictions, preferences and other terms and provisions of the
Common Securities represented hereby are issued and shall in all respects be subject to the
provisions of the Amended and Restated Trust Agreement of the Trust,
dated as of                     ,
20___ (as the same may be amended from time to time, the “Trust Agreement”), by and among Associated
Banc-Corp, as Depositor, Brian R. Bodager and Joseph B. Selner, as Administrative Trustees, THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Property Trustee, and BNY MELLON TRUST OF DELAWARE,
as Delaware Trustee, and the holders of undivided beneficial ownership interests in the assets of
the Trust. The Holder is entitled to the benefits of the Guarantee to the extent described therein.
Capitalized terms used herein but not defined shall have the meaning given them in the Trust
Agreement. The Depositor will provide a copy of the Trust Agreement, the Guarantee and the
Indenture to the Holder without charge upon written request to the Depositor at its principal place
of business.



Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the
benefits thereunder.



By acceptance, the Holder agrees to treat, for United States federal, state and local income tax
purposes, the Debentures as indebtedness and the Common Securities as evidence of an undivided
indirect beneficial interest in the Debentures.




 









 







IN WITNESS
WHEREOF, the Trust has executed this certificate this ___
day of                     ,
20___.




	 	 	 	 	 
	 	ASBC CAPITAL                     

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Administrative Trustee 	 
	 



 2