exv4w1



 






Exhibit 4.1




FISCAL AND PAYING AGENCY AGREEMENT




Between




ASSOCIATED BANK, NATIONAL ASSOCIATION




and




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

as Fiscal and Paying Agent

Dated as of September 30, 2005





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I APPOINTMENT
	 	 	1	 
	Section 1.1 Appointment of Fiscal and Paying Agent
	 	 	1	 
	ARTICLE II THE BANK NOTES
	 	 	1	 
	Section 2.1 Form of Bank Notes
	 	 	1	 
	Section 2.2 Certificates of Authorized Representatives of the Issuing Bank
	 	 	2	 
	Section 2.3 Completion, Authentication and Delivery
	 	 	2	 
	Section 2.4 Denominations
	 	 	3	 
	Section 2.5 Proceeds of Sale of the Bank Notes; Resignation by DTC
	 	 	4	 
	Section 2.6 Registration; Registration of Transfer and Exchange
	 	 	4	 
	Section 2.7 Persons Deemed Owners
	 	 	5	 
	Section 2.8 Cancellation of Unissued Bank Notes
	 	 	5	 
	Section 2.9 Mutilated, Lost, Stolen or Destroyed Bank Notes
	 	 	5	 
	Section 2.10 CUSIP Numbers
	 	 	5	 
	ARTICLE III THE FISCAL AND PAYING AGENT
	 	 	5	 
	Section 3.1 Payment of Bank Notes
	 	 	5	 
	Section 3.2 Information Regarding Amounts Payable
	 	 	6	 
	Section 3.3 Deposit of Funds
	 	 	6	 
	Section 3.4 Money for Bank Note Payments to Be Held in Trust
	 	 	6	 
	Section 3.5 Miscellaneous
	 	 	6	 
	ARTICLE IV CALCULATION OF INTEREST
	 	 	8	 
	Section 4.1 Calculation of Floating Interest
	 	 	8	 
	Section 4.2 Notice of Floating Rate Calculations
	 	 	8	 
	ARTICLE V LIABILITY AND INDEMNIFICATION
	 	 	8	 
	Section 5.1 Liability
	 	 	8	 
	Section 5.2 Indemnification
	 	 	9	 
	ARTICLE VI RESIGNATION OR REMOVAL OF FISCAL AND PAYING AGENT
	 	 	9	 
	Section 6.1 Resignation or Removal
	 	 	9	 
	Section 6.2 Successor Fiscal and Paying Agent
	 	 	9	 
	Section 6.3 Successor by Merger, etc
	 	 	10	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	ARTICLE VII MISCELLANEOUS
	 	 	10	 
	Section 7.1 Compensation of the Fiscal and Paying Agent
	 	 	10	 
	Section 7.2 Reliance on Opinions of Counsel
	 	 	10	 
	Section 7.3 Bank Notes Held by Fiscal and Paying Agent
	 	 	10	 
	Section 7.4 Notices
	 	 	11	 
	Section 7.5 Parties
	 	 	11	 
	Section 7.6 Governing Law
	 	 	11	 
	Section 7.7 Separability
	 	 	11	 
	Section 7.8 Effect of Headings
	 	 	11	 
	Section 7.9 Defined Terms
	 	 	11	 
	Section 7.10 Amendments, Modifications
	 	 	12	 
	Section 7.11 Laws of Other Jurisdictions
	 	 	12	 
	Section 7.12 Actions Due on Saturdays, Sundays and Holidays
	 	 	12	 
	Section 7.13 Agreement to Pay Attorneys’ Fees and Other Expenses
	 	 	12	 
	Section 7.14 Survival
	 	 	12	 
	Section 7.15 Force Majeure
	 	 	12	 
	Section 7.16 Remedies
	 	 	12	 
	Section 7.17 No Implied Waivers
	 	 	12	 
	Section 7.18 Counterparts
	 	 	13	 
	Section 7.19 Term
	 	 	13	 
	Section 7.20 Times
	 	 	13	 
	Section 7.21 Communications by Electronic Medium; Funds Transfer
	 	 	13	 






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          This Fiscal and Paying Agency Agreement dated as of September 30, 2005 between Associated
Bank, National Association (the “Issuing Bank”), and The Bank of New York Trust Company, N.A., a
national banking association (the “Fiscal and Paying Agent”). Capitalized terms not otherwise
defined below have the meaning set forth in the Bank Notes.




          WHEREAS the Issuing Bank proposes to issue and sell from time to time bank notes (the “Bank
Notes”) in an aggregate principal amount of up to $2,000,000,000;




          WHEREAS the Bank Notes will be issued as “Senior Bank Notes,” which rank equally with all
other unsecured and unsubordinated indebtedness of the Issuing Bank (other than deposits, to the
extent provided by federal law and any applicable state law, and other obligations that may be
subject to any statutory priorities or preferences), or as “Subordinated Bank Notes,” which will be
subordinated to all present and future claims of depositors and general creditors of the Issuing
Bank;




          WHEREAS the Bank Notes will be offered for sale by the Issuing Bank through Credit Suisse
First Boston LLC; Citigroup Global Markets Inc.; Goldman, Sachs & Co.; and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as agents for the Issuing Bank (the “Agents”) and may also be sold by
the Issuing Bank to such Agents as principal for resale to investors or directly by the Issuing
Bank to investors;




          WHEREAS the Issuing Bank has caused its Bank Notes to be delivered and designated an entity as
depository for the safekeeping of and as paying agent for the Issuing Bank’s Notes; and




          WHEREAS the Issuing Bank desires to appoint the Fiscal and Paying Agent as fiscal and paying
agent of the Issuing Bank with respect to the preparation, authentication, delivery, registration
and payment of the Bank Notes;




          NOW, THEREFORE, the parties hereto hereby agree as follows:




ARTICLE I

APPOINTMENT




          Section 1.1 Appointment of Fiscal and Paying Agent. The Fiscal and Paying Agent is
hereby appointed as fiscal and paying agent for the Bank Notes on the terms and conditions
specified in this Agreement, and the Fiscal and Paying Agent hereby accepts such appointment.




ARTICLE II

THE BANK NOTES




          Section 2.1 Form of Bank Notes. All Fixed Rate Notes issued by the Issuing Bank
having the same Original Issue Date, Interest Rate, Interest Payment Dates, Initial Redemption Date
(if any), Redemption Terms, and Stated Maturity will be represented by a single note certificate
and all Floating Rate Notes issued by the Issuing Bank having the same Original Issue Date, Initial
Interest Rate, Interest Rate Basis, Index Maturity, Spread (if any), Spread Multiplier (if any),
Minimum Interest Rate (if any), Maximum Interest Rate (if any),




 









 







Interest Reset Dates, Interest Rate Reset Period, Initial Redemption Date (if any), Redemption
Terms (if any), Interest Payment Dates, Interest Payment Period and Stated Maturity will be
represented by a single note certificate, each such note certificate hereinafter called a “Global
Note.” All Global Notes shall be registered in the name of The Depository Trust Company (“DTC”) or
a nominee of DTC, as depository (the “Depository”). All Global Notes representing Fixed Rate Notes
shall be in the form attached hereto as Exhibit A-1 (for Global Notes with maturities of 7 days to
1 year (“Short-Term Notes”)) or A-2 (for Global Notes with maturities of 1 year or more
(“Medium-Term Notes”)), and all Global Notes representing Floating Rate Notes shall be in the form
attached hereto as Exhibit B-1 and Exhibit B-2. Beneficial interests in Global Notes will be
shown on, and transfers thereof will be effected only through, records maintained by DTC and its
participants.




          Section 2.2 Certificates of Authorized Representatives of the Issuing Bank. From time
to time, the Issuing Bank shall furnish the Fiscal and Paying Agent with a certificate in the form
attached hereto as Exhibit C certifying the incumbency and specimen signatures of representatives
of the Issuing Bank regarding the completion and delivery of the Bank Notes (each an “Authorized
Representative”). Until five Business Days after the Fiscal and Paying Agent receives a subsequent
incumbency certificate from the Issuing Bank, the Fiscal and Paying Agent shall be entitled to
conclusively rely on the last such certificate delivered to it for purposes of determining the
Authorized Representatives and acting pursuant to their instruction. The Fiscal and Paying Agent
shall have no responsibility to the Issuing Bank to determine whether a signature of an Authorized
Representative is genuine or if such signature resembles the specimen signature of such Authorized
Representative on such certificate.




          Section 2.3 Completion, Authentication and Delivery.




          (a) All Global Notes shall be issued and delivered in accordance with this Agreement, the
Global Notes, the Letters of Representations from the Issuing Bank and the Fiscal and Paying Agent
to DTC dated on or before the date hereof (the “Additional Agreements”), and to the extent not
inconsistent therewith or herewith, the administrative procedure attached hereto as Exhibit D.
However, in the event of a conflict, the terms of the Global Notes shall govern. All instructions
regarding the completion and delivery of Global Notes shall be given by an Authorized
Representative by telecopy, or other means in writing acceptable to the Fiscal and Paying Agent.
Upon receipt of instructions as described in the preceding sentence, the Fiscal and Paying Agent
shall:




               (i) authenticate a Global Note or Notes representing one or more Bank Notes, in accordance
with such instructions;



               (ii) manually countersign and authenticate such Global Note or Notes by any one of the
officers or employees of the Fiscal and Paying Agent duly authorized and designated by it for such
purpose; and



               (iii) deliver such Global Note to DTC or pursuant to DTC’s instructions.



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          (b) If any Global Note has been authenticated by one of the Fiscal and Paying Agent’s officers
who was duly authorized for such purpose but who is not so designated at the time said Global Note
is to be paid, the Fiscal and Paying Agent is authorized and will pay the Global Note
notwithstanding that the authority of said officer has been terminated between the time of
execution and the time of payment.




          (c) If any Global Note has been executed by one of the Issuing Bank’s officers who was duly
authorized for such purpose but who is not so designated at the time said Global Note is to be
paid, the Fiscal and Paying Agent is authorized and will pay the Global Note notwithstanding that
the authority of said officer has been terminated between the time of execution and the time of
payment.




          (d) In the event a discrepancy exists between the instructions as originally received by the
Fiscal and Paying Agent and any subsequent written confirmation thereof, such original instructions
will be deemed controlling, provided that the Fiscal and Paying Agent gives written notice to the
Issuing Bank of such discrepancy promptly upon the receipt of such written confirmation identifying
such discrepancy.




          (e) The Fiscal and Paying Agent at any time may consult with its counsel (which includes
in-house counsel) concerning its duties hereunder and it shall be free to act in good faith in
reliance upon the advice of such counsel and shall be relieved of any liability under this
Agreement in so acting.




          (f) All instructions must be received by the Fiscal and Paying Agent by 11 a.m., New York
time, on the second Business Day preceding the Original Issue Date. For purposes hereof, the term
“Business Day” shall mean any day that is not a Saturday or Sunday and that, in The City of New
York is not a day on which banking institutions or trust companies are generally authorized or
obligated by law or executive order to close.




          (g) The Fiscal and Paying Agent shall incur no liability to the Issuing Bank and may
conclusively rely, in acting hereunder upon instructions contemplated hereby which the recipient
thereof believed in good faith to have been given by an Authorized Representative.




          (h) Each instruction given to the Fiscal and Paying Agent in accordance with this Section 2.3
shall constitute a representation and warranty to the Fiscal and Paying Agent by the Issuing Bank
that the issuance and delivery of the Bank Note or Bank Notes to which the instruction relates have
been duly and validly authorized by the Issuing Bank, that such Bank Note or Bank Notes when
completed, countersigned, authenticated and delivered pursuant hereto, will constitute valid and
legally binding obligations of the Issuing Bank, and that the Fiscal and Paying Agent’s appointment
to act for the Issuing Bank hereunder has been duly authorized by all necessary corporate action of
the Issuing Bank.




          Section 2.4 Denominations. Except as provided in Section 2.5(b), the Bank Notes shall
be issuable only in book-entry form, without coupons. Bank Notes will be issuable in denominations
of $250,000 and integral multiples of $1,000 in excess thereof.




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          Section 2.5 Proceeds of Sale of the Bank Notes; Resignation by DTC.




          (a) Funds received in payment for Bank Notes issued by the Issuing Bank shall be credited to
an account of the Issuing Bank, as instructed in writing by the Issuing Bank.




          If at any time (i) DTC notifies the Issuing Bank that it is unwilling or unable to continue as
Depository for the Bank Notes or if DTC ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and a successor depository is not appointed by the
Issuing Bank within ninety days after the effective date of DTC’s ceasing to act as depository for
the Bank Notes or (ii) the Issuing Bank, at its option, notifies the Fiscal and Paying Agent in
writing that it elects to cause the issuance of Bank Notes in definitive form, the Issuing Bank
will execute and the Fiscal and Paying Agent will, upon the execution of the then standard form of
the Fiscal and Paying Agent’s agreement for certificated securities, if any, and upon receipt of
instructions in writing from the Issuing Bank, authenticate and deliver Bank Notes of like tenor
and terms in definitive form in an aggregate principal amount equal to the principal amount of the
Global Notes then outstanding in exchange for such Global Notes. Any such certificated Bank Notes
will be issued in fully registered form to the persons designated by DTC as the beneficial owners
thereof, without coupons, in denominations of $250,000 or any amount in excess thereof which is an
integral multiple of $1,000.




          Section 2.6 Registration; Registration of Transfer and Exchange. The Fiscal and
Paying Agent shall, so long as any of the Bank Notes remain outstanding, maintain all records as
may be customary, including all forms of transfer for the Global Notes as provided to it and shall:




          (a) Keep at its Corporate Trust Office at 101 Barclay Street, Floor 21W, New York, NY 10286,
Attn: Corporate Trust Administration (the “Corporate Trust Office”), registers (the “Note
Registers”) in such form as the Fiscal and Paying Agent may determine, in which, subject to such
reasonable regulations as it may prescribe, it shall provide for the registration of the Bank Notes
and of transfers thereof.




          (b) Maintain records showing for each outstanding Bank Note the principal amount, maturity
date, interest rate or Interest Rate Basis and other terms thereof; the date of original issue and
all subsequent transfers and consolidations or exchanges; provided that the Fiscal and Paying Agent
shall have no responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests in a Global Note or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests, and it shall be fully
protected in acting or refraining from acting on any such information provided by DTC.




          (c) Provide that all Bank Notes presented for transfer shall be endorsed or be accompanied by
a written instrument of transfer.




          (d) Provide that each Bank Note shall bear an Original Issue Date which shall remain the same
for all Bank Notes subsequently issued upon transfer, exchange or substitution of such original
Bank Note regardless of the date of issuance of any such subsequently issued Bank Note; provided
that the Interest Accrual Date for a Bank Note issued subsequently upon




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exchange of a Bank Note or in lieu of a destroyed, lost or stolen Bank Note shall be the most
recent Interest Payment Date to which interest has been paid or duly provided for on the
predecessor Bank Note. The Fiscal and Paying Agent shall not be required to register the transfer
of or exchange any Bank Note during the period of 15 days preceding any Interest Payment Date, date
of redemption, date of repayment or Stated Maturity. In addition, the Fiscal and Paying Agent
shall not be required (i) to register the transfer of or to exchange any Bank Notes for a period of
15 days immediately preceding any date fixed for selection of Bank Notes to be redeemed or (ii) to
register the transfer of or to exchange any Bank Notes selected for redemption, except the
unredeemed portion of any Bank Note redeemed in part.




          Section 2.7 Persons Deemed Owners. Prior to due presentment of a Bank Note for
registration or transfer, the Issuing Bank and the Fiscal and Paying Agent and any other agent of
the Issuing Bank or the Fiscal and Paying Agent may treat the person in whose name such Bank Note
is registered as the owner of the Bank Note for the purpose of receiving payments of principal and
interest, if any, and neither all other purposes whatsoever, whether or not such Bank Note be
overdue, and neither of such Issuing Bank’s agent or the Fiscal and Paying Agent or any agents
thereof shall be affected by notice to the contrary.




          Section 2.8 Cancellation of Unissued Bank Notes. Promptly upon the written request of
the Issuing Bank; the Fiscal and Paying Agent shall cancel and return to the Issuing Bank all
unissued Bank Notes so requested in its possession.




          Section 2.9 Mutilated, Lost, Stolen or Destroyed Bank Notes. The Fiscal and Paying
Agent shall cooperate in the replacement of mutilated, lost, stolen or destroyed Bank Notes in
accordance with the custom and usage of the financial industry.




          Section 2.10 CUSIP Numbers. The Issuing Bank in issuing the Securities may use
“CUSIP” numbers (if then generally in use), and, if so, the Fiscal and Paying Agent shall use
“CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of such numbers either
as printed on the Bank Notes or as contained in any notice of a redemption and that reliance may be
placed only on the other identification numbers printed on the Bank Notes, and any such redemption
shall be not affected by any defect in or omission of such numbers. The Issuing Bank will promptly
notify the Fiscal and Paying Agent of any change in the “CUSIP” numbers.




ARTICLE III

THE FISCAL AND PAYING AGENT




          Section 3.1 Payment of Bank Notes. Payment of principal, premium (if any) and
interest on the Bank Notes shall be made by the Fiscal and Paying Agent to DTC or a nominee of DTC
(the “Registered Holder”) of the Bank Notes in the manner and on the dates specified in the Bank
Notes from immediately available funds deposited by the Issuing Bank with the Fiscal and Paying
Agent for such payments as provided in Section 3.3. The Fiscal and Paying Agent shall have no
obligation to use its own funds or otherwise incur any financial liability for any such payment or
for any other purpose pursuant to this Agreement.




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          Section 3.2 Information Regarding Amounts Payable. The Fiscal and Paying Agent shall,
as soon as practicable after each Record Date for the payment of interest (other than interest
payable at maturity) on any Bank Note notify the Issuing Bank of the interest to be paid on such
Bank Note on the related Interest Payment Date. In addition, the Fiscal and Paying Agent shall (i)
on or about the first Business Day of each month furnish to the Issuing Bank a list showing for
each Bank Note which matures in the next succeeding month the principal and interest payable at
maturity of such Bank Note (other than the interest on any Floating Rate Note with an interest rate
which resets after such date of delivery) and (ii) notify the Issuing Bank of the interest payable
at maturity of any such Floating Rate Note as soon as practicable after the final Interest
Determination Date (as defined in such Bank Note) for such Floating Rate Note.




          Section 3.3 Deposit of Funds. Each Issuing Bank shall deposit or cause to be
deposited by 9:30 a.m., New York time, with the Fiscal and Paying Agent (i) on each Interest
Payment Date of a Bank Note an amount in immediately available funds sufficient to pay the interest
due on such date and (ii) on the Maturity Date or Redemption Date (if any) of each such Bank Note
(as such terms are defined in such Bank Note) an amount in immediately available funds sufficient
to pay the principal of such Bank Note, the premium due thereon (if any) and the interest accrued
thereon to such Maturity Date or Redemption Date (if any). The Issuing Bank will make such payment
on such Bank Notes by instructing the Fiscal and Paying Agent in writing to withdraw funds from an
account maintained by the Issuing Bank at the Fiscal and Paying Agent.




          Section 3.4 Money for Bank Note Payments to Be Held in Trust.




          (a) Subject to the provisions of subsection (b) of this Section 3.4, all money deposited with
the Fiscal and Paying Agent pursuant to Section 3.3 shall be held by it in trust for the benefit of
the person or persons entitled thereto until such money is paid to such person or persons in
accordance with the provisions of the Bank Notes and this Agreement or otherwise disposed of as
provided herein but such money need not be segregated from other funds except to the extent
required by law.




          (b) Any money deposited with the Fiscal and Paying Agent for the payment of the principal of,
premium (if any) or interest on any Bank Note that remains unclaimed for two years after such
principal, premium (if any) or interest has become due and payable shall be paid to the Issuing
Bank and the Registered Holder shall thereafter, as an unsecured general creditor, look only to the
Issuing Bank for payment thereof, and all liability of the Fiscal and Paying Agent with respect to
such money shall thereupon cease.




          Section 3.5 Miscellaneous. Notwithstanding anything to the contrary herein,




          (a) in paying Bank Notes hereunder, the Fiscal and Paying Agent shall be acting as a conduit
and shall not be paying Bank Notes for its own account, and in the absence of written notice from
the Issuing Bank, the Fiscal and Paying Agent shall be entitled to assume that any such Bank Note
presented to it, or deemed presented to it, for payment, is entitled to be so paid;




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          (b) the Fiscal and Paying Agent may become a purchaser, holder, transferor or may otherwise
own, hold or transfer any beneficial interest in any Bank Notes and may commence or join in any
action which a beneficial owner of a Bank Note is entitled to take without any conflict with its
responsibilities pursuant to this Agreement;




          (c) the Fiscal and Paying Agent shall not be required to invest any moneys delivered to it
pursuant to this Agreement;




          (d) the Fiscal and Paying Agent shall have no liability for interest on any moneys received or
held by it hereunder;




          (e) the Fiscal and Paying Agent shall not be responsible for the correctness of any recital
herein or in the Bank Notes or in any offering materials and makes no representations as to the
validity of the Bank Notes and shall incur no responsibility in respect thereto;




          (f) the Fiscal and Paying Agent shall be fully protected in acting upon any notice, order,
requisition, request, consent, certificate, order, opinion (including an opinion of counsel),
affidavit, letter, telegram or other paper or document whether in its original or facsimile form in
good faith deemed by it to be genuine and correct and to have been signed or sent by the proper
person or persons;




          (g) any action taken by the Fiscal and Paying Agent pursuant to this Agreement or the
Additional Agreements upon the request or authority or consent of any person who at the time of
making such request or giving such authority or consent is the Registered Holder of any Bank Note
shall be conclusive and binding upon all future Registered Holders of the same Bank Note and all
Bank Notes issued in exchange therefor or in place thereof;




          (h) no provision of this Agreement shall require the Fiscal and Paying Agent to expend or risk
its own funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers;




          (i) the Fiscal and Paying Agent may consult with counsel of its selection and the advice of
such counsel or any opinion of counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;




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




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




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          (l) in no event shall the Fiscal and Paying Agent be responsible or liable for any failure or
delay in the performance of its obligations hereunder arising out of or caused by, directly or
indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Fiscal and Paying Agent
shall use reasonable efforts which are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.




ARTICLE IV

CALCULATION OF INTEREST




          Section 4.1 Calculation of Floating Interest. The Fiscal and Paying Agent is hereby
designated as calculation agent (in such capacity, the “Calculation Agent”) for the purpose of
calculating the Commercial Paper Rate, the Fed Funds Rate, the Prime Rate, LIBOR, the Treasury
Rate, the CD Rate and the CMT Rate all in accordance with the terms of the Floating Rate Notes.
Such duties shall be “Additional Responsibilities” as defined in Section 3.5 hereof.




          Section 4.2 Notice of Floating Rate Calculations. As promptly as practicable after
each Interest Determination Date for a Floating Rate Note, the Calculation Agent will notify the
Issuing Bank if it has outstanding Floating Rate Notes of the interest rate which will become
effective on the next Interest Reset Date and shall provide the Issuing Bank with the calculations
used to determine such rate. Upon the written request of the Registered Holder of a Floating Rate
Note, the Calculation Agent will provide to such Registered Holder the interest rate then in effect
and, if determined, the interest rate which will become effective on the next Interest Reset Date
with respect to such Floating Rate Note.




ARTICLE V

LIABILITY AND INDEMNIFICATION




          Section 5.1 Liability. The Fiscal and Paying Agent’s duties are ministerial in nature
and the Fiscal and Paying Agent shall not have any liability hereunder except in the case of its
own gross negligence or willful misconduct. IN NO EVENT SHALL THE FISCAL AND PAYING AGENT BE
LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF THE FISCAL
AND PAYING AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY
WILL APPLY REGARDLESS OF THE FORM OF ACTION, INCLUDING WITHOUT LIMITATION, BREACH OF THIS CONTRACT
OR TORT (INCLUDING NEGLIGENCE). The duties and obligations of the Fiscal and Paying Agent shall be
determined by the express provisions of this Agreement and it shall not be liable except for the
performance of such duties and obligations as are specifically set forth herein and no implied
covenants or obligations shall be read into this Agreement against it. The Fiscal and Paying Agent
shall have no responsibility in the case of any default by the Issuing Bank in the performance of
the covenants contained in the Bank Notes. The Fiscal and Paying Agent may refuse to perform any
duty or exercise any right or power hereunder unless it receives indemnity reasonably satisfactory
to it against any related loss, liability claim, damage or expense. The Fiscal and




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Paying Agent shall not be required to ascertain whether any issuance or sale of Bank Notes (or
any amendment or termination of this Agreement) has been duly authorized or is in compliance with
any other agreement to which the Issuing Bank is a party (whether or not the Fiscal and Paying
Agent is also a party to such other agreements). Notwithstanding anything to the contrary herein,
the Fiscal and Paying Agent shall not be responsible for any misconduct or negligence on the part
of any agent, correspondent, attorney or receiver appointed with due care by it hereunder. The
Fiscal and Paying Agent shall have no liability whatsoever to any person or entity if any Agent
fails to pay the Issuing Bank, in whole or in part, for any Bank Note purchased by or through such
Agent.




          Section 5.2 Indemnification. The Issuing Bank agrees to fully indemnify and hold
harmless the Fiscal and Paying Agent and any predecessor Fiscal and Paying Agent, its officers,
directors, employees and agents from and against all losses, liabilities, obligations, claims,
damages, costs and expenses of any kind or nature whatsoever (including, without limitation,
reasonable legal fees and expenses) relating to or arising out of its performance of the Fiscal and
Paying Agent’s duties under this Agreement, except to the extent they are caused by the gross
negligence or willful misconduct of the Fiscal and Paying Agent or its officers, directors or
employees. In the event of the resignation or removal of the Fiscal and Paying Agent, any
successor to the performance of the obligations of the Fiscal and Paying Agent as specified in this
Agreement shall be entitled to rely upon this indemnity and neither said successor shall be
entitled to a separate indemnity from the Fiscal and Paying Agent. These indemnification
obligations shall survive the termination of this Agreement and shall survive the resignation or
removal of the Fiscal and Paying Agent while remaining applicable to any action taken or omitted by
the Fiscal and Paying Agent while acting pursuant to this Agreement and/or the Additional
Agreements.




ARTICLE VI

RESIGNATION OR REMOVAL OF FISCAL AND PAYING AGENT




          Section 6.1 Resignation or Removal. The Fiscal and Paying Agent may at any time
resign from its duties hereunder by giving written notice of resignation to the Issuing Bank
specifying the date on which such resignation shall become effective; provided, however, that such
date shall not be less than ten Business Days after such notice is given to the Issuing Bank. The
Issuing Bank may at any time terminate this Agreement by giving written notice of such termination
to the Fiscal and Paying Agent specifying the date on which such termination shall be effective;
provided, however, that such date shall be not less than ten Business Days after such notice is
given to the Fiscal and Paying Agent. Any termination or resignation hereunder shall not affect
the Fiscal and Paying Agent’s right to the payment of fees earned or charges incurred (including
counsel fees and expenses) through the effective date of such termination or resignation, as the
case may be or for any other amounts owed to it hereunder.




          Section 6.2 Successor Fiscal and Paying Agent. Upon the effective date of such
resignation or termination, the Fiscal and Paying Agent shall deliver any money then held by it
pursuant to Section 3.4(a) to the successor appointed by the Issuing Bank to serve as Fiscal and
Paying Agent for the Bank Notes and all liability of the predecessor Fiscal and Paying Agent with
respect to such money shall thereupon cease. If an instrument of acceptance by a successor Fiscal
and Paying Agent shall not have been delivered to the Fiscal and Paying Agent within 30




-9-









 







days after the giving of such notice of resignation, the resigning Fiscal and Paying Agent may
petition, at the expense of the Issuing Bank, any court of competent jurisdiction for the
appointment of a successor Fiscal and Paying Agent with respect to the Bank Notes of such series.
The Fiscal and Paying Agent shall also provide such successor with a copy of its records relating
to the Bank Notes as such successor shall reasonably request. However, the Fiscal and Paying Agent
shall not be required to deliver such materials to any location outside the United States of
America and may retain copies of any records turned over for archival purposes. If such successor
has not been appointed by the effective date of such resignation or termination, the Fiscal and
Paying Agent shall pay such money and deliver such records to the issuing Bank with the same effect
as though such payment were made pursuant to Section 3.4(b). The delivery, transfer and assignment
of such moneys and records by the Fiscal and Paying Agent to its successor or the Issuing Bank, as
the case may be, shall be sufficient, without the requirement of any additional act or the
requirement of any indemnity to be given by the Fiscal and Paying Agent, to relieve the Fiscal and
Paying Agent of all further responsibility for the exercise of the rights or the performance of the
obligations vested in the Fiscal and Paying Agent pursuant to this Agreement.




          Section 6.3 Successor by Merger, etc. Any corporation or association into which the
Fiscal and Paying Agent may be converted or merged, or with which it may be consolidated, or to
which it may sell or transfer its corporate trust business as a whole or substantially as a whole,
or any corporation or association resulting from any such conversion, sale, merger, consolidation
or transfer, shall be and become successor Fiscal and Paying Agent (including performing the duties
of Calculation Agent) hereunder, shall assume all of the obligations hereunder of the predecessor
Fiscal and Paying Agent and shall be invested with all of the rights, powers, trusts, duties and
obligations of the Fiscal and Paying Agent hereunder, without the execution or filing of any
instrument or any further act. The Fiscal and Paying Agent shall provide notice to the Issuing
Bank of any such conversion, merger, consolidation, sale or transfer as soon as practicable after
the Fiscal and Paying Agent obtains knowledge that such event will occur or has occurred.




ARTICLE VII

MISCELLANEOUS




          Section 7.1 Compensation of the Fiscal and Paying Agent. The Issuing Bank agrees to
pay the Fiscal and Paying Agent compensation for all services rendered by the Fiscal and Paying
Agent hereunder to the Issuing Bank in such amounts and payable at such times as the Issuing Bank
and the Fiscal and Paying Agent may agree to from time to time in writing and to promptly reimburse
the Fiscal and Paying Agent for all out-of-pocket expenses (including counsel fees and expenses),
and disbursements incurred by the Fiscal and Paying Agent in the performance of its duties
hereunder and under the Additional Agreements. The obligation of the Issuing Bank pursuant to this
Section 7.1 shall survive the termination of this Agreement, including any termination pursuant to
any federal or state bankruptcy law, to the extent enforceable under applicable law.




          Section 7.2 Reliance on Opinions of Counsel. The Fiscal and Paying Agent shall have
no liability to the Issuing Bank in respect of an action taken or omitted by the Fiscal




-10-









 







and Paying Agent in good faith in reliance on any advice or opinion of its counsel, including
in-house counsel.




          Section 7.3 Bank Notes Held by Fiscal and Paying Agent. The Fiscal and Paying Agent,
in its individual or other capacity, may become the owner or pledgee of Bank Notes with the same
rights it would have if it were not acting as Fiscal and Paying Agent hereunder.




          Section 7.4 Notices. Notices and other communications hereunder shall (except to the
extent otherwise expressly provided) be in writing (which may be by facsimile) and shall be
addressed as follows, or to such other addresses as the parties hereto shall specify from time to
time.




          If to the Issuing Bank:



Associated Bank, National Association

1200 Hansen Road

Green Bay, WI 54304

Attention: Corporate Counsel

Facsimile: 920 491-7010



          If to the Fiscal and Paying Agent:



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

c/o BNY Midwest Trust Company

2 North LaSalle Street

Suite 1020

Chicago, IL 60602

Attention: Corporate Trust Administration

Facsimile: 312 827-8542


All notices shall be deemed given when received




          Section 7.5 Parties. Except for rights arising under Section 3.4(a), this Agreement
is solely for the benefit of the parties hereto and their successors and assigns and nothing
herein, express or implied, shall give to any other person including, without limitation, any
direct or beneficial owner of Bank Notes, any benefits or any legal or equitable right, remedy or
claim under this Agreement.




          Section 7.6 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.




          Section 7.7 Separability. In case any provision in this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.




-11-









 








          Section 7.8 Effect of Headings. The table of contents and the article and section
headings herein are for convenience of reference only and shall not affect the construction hereof.




          Section 7.9 Defined Terms. Terms defined in the administrative procedures attached
hereto as Exhibit D and used herein are as therein defined unless otherwise defined herein or in
the Bank Notes.




          Section 7.10 Amendments, Modifications. No amendment or modification of any provision
of this Agreement or any Additional Agreement shall be effective unless the same shall be in
writing and signed by all the parties hereto or thereto as applicable. Any such amendment or
modification shall be effective only in the specific instance and for the purpose for which given.




          Section 7.11 Laws of Other Jurisdictions. The Fiscal and Paying Agent shall be under
no obligation to keep itself apprised of or comply with any laws other than the laws of the State
of New York and the United States. To the extent that the Issuing Bank requires that the laws of
any other jurisdiction be complied with, the Fiscal and Paying Agent shall be entitled to
conclusively rely on, and in so relying shall be held harmless by, the Issuing Bank as to the
requirements of such laws and shall not be required to make any independent investigation of such
laws or their requirements.




          Section 7.12 Actions Due on Saturdays, Sundays and Holidays. If any date on which a
payment, notice or other action required by this Agreement or any Additional Agreement falls on
other than a Business Day, then that action or payment need not be taken or made on such date, but
may be taken or made on the next succeeding Business Day on which the Fiscal and Paying Agent is
open for business with the same force and effect as if made on such date.




          Section 7.13 Agreement to Pay Attorneys’ Fees and Other Expenses. In the event the
Issuing Bank shall default under any of the provisions of this Agreement and/or any Additional
Agreement affecting the rights or duties of the Fiscal and Paying Agent and the Fiscal and Paying
Agent shall employ attorneys or incur other expenses for the enforcement of performance or
observance of any such obligation or agreement, the Issuing Bank agrees that it will on demand
therefor pay to the Fiscal and Paying Agent the reasonable fees and expenses of such attorneys and
such other reasonable expenses incurred by the Fiscal and Paying Agent.




          Section 7.14 Survival. The Fiscal and Paying Agent’s rights to compensation,
reimbursement and indemnification shall survive the termination of this Agreement and any
Additional Agreements.




          Section 7.15 Force Majeure. The Fiscal and Paying Agent shall not be liable for any
failure or delays arising out of conditions beyond its reasonable control including, but not
limited to work stoppages, fires, civil disobedience, riots, rebellions, storms, electrical,
mechanical, computer or communications facilities failures, acts of God and similar occurrences.




          Section 7.16 Remedies. Unless otherwise specified herein, in the event that either
party breaches or violates any of the obligations contained in this Agreement, the other




-12-









 







party shall be entitled to exercise any right and seek any remedy available to it either at
law or in equity, including without limitation, damages and injunctive relief; the exercise of any
right or the seeking of any remedy shall not preclude the concurrent or subsequent exercise of any
other right or the seeking of any other remedy, and all rights and remedies shall be cumulative.




          Section 7.17 No Implied Waivers. The right of any party under any provision of this
Agreement shall not be affected by its prior failure to require the performance by any other party
under such provision or any other provision of this Agreement, nor shall the waiver by any party of
a breach of any provision hereof constitute a waiver of any succeeding breach of the same or any
other provision or constitute a waiver of the provision itself or any other provision.




          Section 7.18 Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute an original but both or all of which, when taken together, shall constitute
but one instrument, and shall become effective when copies hereof which, when taken together, bear
the signatures of each of the parties hereto, shall be delivered to each of the parties hereto.




          Section 7.19 Term. This Agreement shall remain in full force and effect until the
earlier to occur of (i) such time as the principal of and premium, if any, and interest on all the
Bank Notes shall have been paid, (ii) the effective date of the resignation or termination of the
Fiscal and Paying Agent, and (iii) the effective date of DTC’s resignation if the Issuing Bank
appoints no successor depository.




          Section 7.20 Times. All times referred to herein shall be the time in effect in New
York, New York.




          Section 7.21 Communications by Electronic Medium; Funds Transfer. The parties have
instituted a computer linkup through which the Issuing Bank may give the Fiscal and Paying Agent
instructions in connection with this Agreement. The parties’ computers shall be linked via a
telephone line. The Issuing Bank will gain access to the computer linkup by using the telephone
number associated with such telephone line. The Fiscal and Paying Agent shall exercise due care to
preserve the confidentiality of such telephone number and the other security procedures it utilizes
in connection with the computer linkup to prevent the use of such computer linkup by unauthorized
persons (and in this connection it is understood and agreed that the implementation by the Fiscal
and Paying Agent of its normal procedures for maintaining the confidentiality of information
relating to its customers shall constitute fulfillment of its obligation to exercise due care) but
shall not otherwise be under any liability or have any responsibility of any kind for any loss
incurred or damage suffered by the Issuing Bank by reason or in consequence of any unauthorized
person gaining access to or otherwise making use of the computer linkup.




          (a) The Issuing Bank shall safeguard the telephone number for the computer linkup and shall
distribute it only to authorized personnel. The Fiscal and Paying Agent shall not be liable for
any loss to the Issuing Bank arising from the Issuing Bank’s failure to safeguard the telephone
number. All communications from the Issuing Bank to the Fiscal and Paying Agent must be preceded
by a telephone call from an Authorized Representative. The Issuing Bank





-13-










 








agrees that the
transmission of an instruction via the computer linkup shall be equivalent to the giving of a duly
authorized written and signed instruction which the Fiscal and Paying Agent may act upon. Any
instruction received by the Fiscal and Paying Agent via the computer linkup will be deemed to be an
instruction of the Issuing Bank and the Issuing Bank shall be obligated therefor. The Issuing Bank
agrees that the Fiscal and Paying Agent’s security procedures described herein meet its needs and
are commercially reasonable. The Fiscal and Paying Agent may vary such security procedures from
time to time, after giving notice thereof to the Issuing Bank.




          (b) Should the Fiscal and Paying Agent be required in the performance of the Agreement to make
any funds transfer (as that term is defined in Article 4A of the Uniform Commercial Code as in
effect in New York (“Article 4A”)) for or at the request of the Issuing Bank, the following shall
apply:




               (i) Other than to verify an instruction to transfer funds (a “payment order”) received by the
Issuing Bank pursuant to the Fiscal and Paying Agent’s security procedures, the Fiscal and Paying
Agent shall not be responsible for investigating any errors or inconsistencies in any payment
order.



               (ii) If by reason of the use of an identifying number provided to the Fiscal and Paying Agent
by the Issuing Bank, a party other than the beneficiary of the Issuing Bank’s payment order is paid
or funds are transferred to a bank other than the one intended by the Issuing Bank to receive such
payment order, either as the beneficiary’s bank or an intermediary bank to be used in connection
with such transfer, the Issuing Bank shall remain liable to pay such payment order so long as the
Fiscal and Paying Agent shall have properly transmitted the identifying number provided.



               (iii) The Issuing Bank shall promptly notify the Fiscal and Paying Agent of any discrepancies,
unauthorized or erroneous transactions or other errors relating to any payment orders once such
payment orders have been confirmed to the Issuing Bank by the Fiscal and Paying Agent.



               (iv) The Issuing Bank may issue instructions to the Fiscal and Paying Agent to cancel or amend
any payment order issued pursuant to this Agreement. The Fiscal and
Paying Agent agrees to act upon such instructions so long as (x) the Fiscal and Paying Agent
has received such instructions prior to the execution of such payment order and in sufficient time
to permit it to take the action called for and (y) the authenticity of such instructions to amend
or cancel is verified pursuant to the security procedures. The Fiscal and Paying Agent reserves
the right at any time, and from time to time, when requested to amend a payment order, to cancel
such payment order and to require the Issuing Bank to submit a new payment order to the Fiscal and
Paying Agent. Should any cancellation or amendment of a payment order be received by the Fiscal
and Paying Agent after the execution of such order, the Fiscal and Paying Agent shall take such
reasonable steps as are available to it to amend, recall, reverse or revoke such payment order, but
it shall not be liable for any failure to achieve the amendment, recall, reversal or revocation
thereof. Should the Fiscal and Paying Agent elect to cancel or amend a payment order, it may
require an indemnity and bond or security acceptable to it.




-14-









 





               (v) If any payment order is transmitted through any funds transfer system, including, but not
limited to, the Clearing House Interbank Payment System (“CHIPS”) or the Automated Clearing House
System (the “ACH system”), the Issuing Bank shall be subject to the rules of such funds transfer
system in effect at the time such transfer is made. If the Issuing Bank receives any credit
entries through the ACH system, such credit may be reversed by the Fiscal and Paying Agent if final
settlement does not occur.



               (vi) Should the Fiscal and Paying Agent be negligent or engage in willful misconduct and be
required to pay the Issuing Bank interest in connection with a payment order, such interest shall
be computed based on the Rules on Interbank Compensation of The New York Clearing House Association
(the “Compensation Rules”) as in effect from time to time for all circumstances to which such
Compensation Rules apply. In any circumstance not subject to such Compensation Rules, the rate
shall be as provided in Article 4A.



               (vii) In executing any payment order, the Fiscal and Paying Agent may use the services of
correspondent or intermediary banks, funds-transfer systems, telecommunication companies and other
entities of similar purpose. While the Fiscal and Paying Agent shall use due care in the selection
of all such entities, they are not the Fiscal and Paying Agent’s agents and the Fiscal and Paying
Agent will not be responsible for their acts or omissions with regard to any payment orders.



               (viii) The Issuing Bank agrees to be bound by any forthcoming reasonable standard terms and
conditions of the Fiscal and Paying Agent concerning funds transfers. The Fiscal and Paying Agent
will send these terms and conditions to the Issuing Bank as soon as they become finalized. These
terms and conditions will be applicable to this Agreement.




-15-









 




          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their
behalf by representatives duly authorized thereunto, all as of the day and year first above
written.




	 	 	 	 	 	 	 
	 	 	ASSOCIATED BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph T. Dutkiewicz
	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST	 	 
	 	 	COMPANY, N.A., as Fiscal and Paying Agent	 	 
	 

	 	By:
	 	/s/ Roxane Ellwanger	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 





-16-









 





EXHIBIT A-1 TO

FISCAL AND PAYING

AGENCY AGREEMENT

(Short-Term Fixed)



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER OR EXCHANGE AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



THIS BANK NOTE IS A DIRECT, UNCONDITIONAL UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF THE
BANK. THE OBLIGATION EVIDENCED BY THIS BANK NOTE RANKS PARI PASSU WITH ALL OTHER UNSECURED AND
UNSUBORDINATED OBLIGATIONS OF THE BANK, EXCEPT OBLIGATIONS INCLUDING DEPOSITS THAT ARE SUBJECT TO
ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.



THIS BANK NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.



THIS BANK NOTE MUST BE SOLD IN MINIMUM DENOMINATIONS OF $250,000 AND IS NOT EXCHANGEABLE FOR NOTES
IN SMALLER DENOMINATIONS.




	 	 	 	 	 	 	 
	REGISTERED

	 	 	 	REGISTERED
	NO. FX
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	CUSIP
	 	 	 	 	 	 
	 

	 	 	 	 	 	 











 



2


FIXED RATE NOTE

[INSERT NAME OF THE ISSUING BANK]




	 	 	 
	ORIGINAL ISSUE DATE:

	 	INTEREST RATE:
	 
	 	 
	STATED MATURITY:

	 	NUMBER OF DAYS:
	 
	 	 
	REDEMPTION DATES:
	 	 
	 
	 	 
	REDEMPTION PRICE:

	 	REPAYMENT DATE(S):
	 
	 	 
	OTHER REDEMPTION TERMS:

	 	REPAYMENT PRICE:
	 
	 	 
	OTHER TERMS:

	 	OTHER REPAYMENT TERMS:
	 
	 	 
	ORIGINAL ISSUE DISCOUNT NOTE:
	 	 






	 	 	 	 	 
	Yes

	 	No
	 	 
	o

	 	o	 	 





If this Note was issued with “original issue discount” for purposes of Section 1273 of the Internal
Revenue Code of 1986, as amended, the following shall be completed:




	 	 	 	 	 
	 

	 	TOTAL AMOUNT OF OID:
	 	ISSUE PRICE (expressed as a
percentage of
aggregate principal amount):
	 
	 	 	 	 
	YIELD TO MATURITY:

	 	SHORT ACCRUAL
	 	METHOD USED TO
	(compounded ___)

	 	PERIOD OID:
	 	DETERMINE YIELD FOR
	 

	 	 	 	SHORT ACCRUAL PERIOD:






	 	 	 	 	 
	 

	 	          Approximate
	 	Exact
	 
	 	 	 	 
	 

	 	o
	 	o





[Insert name of the Issuing Bank] (the “Bank”, which term includes any successor thereof) for value
received, hereby promises to pay the sum of ___U.S. dollars ($___) to CEDE & CO.
(the “Registered Holder”) as the nominee of The Depository Trust Company (“DTC”) as custodian for
participants each acting for themselves and as nominee or custodian for others, including trusts,
pension and retirement plans and accounts, fiduciaries, custodians and nominees (the
“Participants”) on the Stated Maturity and to pay interest on the Stated Maturity.











 



3



Interest on this Note shall accrue from and including the Original Issue Date specified herein, to
but excluding the Stated Maturity specified herein, at the per annum rate shown herein calculated
on the basis of the actual number of days elapsed divided by a 360-day year. Interest shall be
payable in arrears on the Stated Maturity. If the Stated Maturity does not fall on a Business Day,
payment of interest and principal due on the Stated Maturity will be made on the next succeeding
Business Day with the same force and effect as if made on the Stated Maturity, and no interest
shall be payable on the amount so payable for the period from, including and after such Stated
Maturity. Interest and principal on this Note shall be paid by the Bank at Maturity to the person
in whose name this Note is registered at the opening of business on the Stated Maturity.



For purposes of this Note, “Business Day” means any day that is not a Saturday or Sunday and that
is not a day on which banking institutions are authorized or obligated by law or executive order to
close in The City of New York, New York and the City of Green Bay, Wisconsin.



Principal and interest on Notes will be paid in immediately available funds to the Registered
Holder.



The Registered Holder may declare the principal amount of, and accrued interest on, this Note to be
due and payable immediately if an Event of Default with respect to this Note shall have occurred
and be continuing at the time of such declaration. Any Event of Default with respect to this Note
may be waived by the Registered Holder.



For purposes of this Note, an “Event of Default” shall mean any one of the following events:





	 	(1)	 	default in the payment of any interest upon the Note when it becomes
due and payable, and continuance of such default for a period of 30 days; or
	 
	 	(2)	 	default in the payment of the principal of (or premium, if any, on) the
Note when due; or
	 
	 	(3)	 	default in the performance of any covenant or agreement of the Bank
contained in the Note which continues for 60 days after receipt of written notice
given by the Registered Holder; or
	 
	 	(4)	 	the Bank shall consent to the appointment of a conservator or receiver
or liquidator or trustee or other similar official in any insolvency, receivership,
liquidation, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Bank or relating to all or substantially all of
its property; or a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a conservator or
receiver or liquidator or trustee or other similar official in any insolvency,
receivership, liquidation, readjustment of debt, marshaling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Bank and such decree or order shall
have remained in force undischarged or unstayed for a period of 60 consecutive










 



4


	 	 	 	days; or the Bank shall file a petition to take advantage of any applicable
insolvency or reorganization statute.




This Note may be subject to repayment at the option of the Registered Holder hereof on the
Repayment Date(s) indicated on the face hereof. If no such date is set forth on the face hereof,
this Note may not be so repaid at the option of the Registered Holder hereof prior to maturity. On
each Repayment Date, if any, this Note shall be repayable in whole or in part in increments of
$1,000 (provided that any remaining principal hereof shall be at least $250,000) at the option of
the Registered Holder hereof at a repayment price equal to 100% of the principal amount to be
repaid, or if this Note is an Original Issue Discount Note (as specified on the face hereof), the
applicable Repayment Price specified on the face hereof, together in the case of any such repayment
with interest thereon payable to the Repayment Date. For this Note to be repaid in whole or in
part at the option of the Registered Holder hereof, the Fiscal and Paying Agent must receive, at
its address set forth below, not more than 45, nor less than 30, days prior to a Repayment Date, if
any, either (i) this Note accompanied by the form entitled “Option to Elect Repayment” below duly
completed, or (ii) a facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America setting forth the name of the Registered Holder, the
principal amount of this Note, the principal amount of this Note to be repaid, the certificate
number or a description of the tenor and terms of the Note, a statement that the option to elect
repayment is being exercised thereby and a guaranty that the Note to be repaid with the form
entitled “Option to Elect Repayment” on the Note duly completed will be received by the Fiscal and
Paying Agent not later than five Business Days after the date of such facsimile transmission or
letter and such Note and form duly completed are received by the Fiscal and Paying Agent by such
fifth Business Day. Exercise of such repayment option by the Registered Holder hereof shall be
irrevocable, except a Registered Holder tendering after receipt of a notice of an extension of
maturity.



If so provided on the face of this Note, this Note may be redeemed by the Bank on any Redemption
Date (or range of Redemption Dates) so indicated on the face hereof. If no Redemption Date (or
range of Redemption Dates) is set forth on the face hereof, this Note may not be redeemed prior to
its Stated Maturity. If one or more Redemption Dates (or ranges of Redemption Dates) are so
specified, this Note is subject to redemption at the option of the Bank, upon notice to the
Registered Holder at its address in the note registers of the Fiscal and Paying Agent by
first-class mail, not less than 30 nor more than 45 days prior to the Redemption Date specified in
such notice, at the applicable redemption price specified on the face hereof (expressed as a
percentage of the principal amount of this Note) together in the case of any such redemption with
accrued interest to the Redemption Date. The Bank may elect to redeem less than the entire
principal amount hereof; provided, that the principal amount, if any, of this Note that remains
outstanding after such redemption is an Authorized Denomination. In the event of any redemption in
part, the Bank will not be required to (i) issue, register the transfer of, or exchange any Note
during a period beginning at the opening of business 15 days before the day of the mailing of the
notice of redemption of Notes selected for redemption and ending at the close of business on the
date of mailing of the relevant notice of redemption or (ii) register the transfer or exchange of
any Note, or any portion thereof, called for redemption, except the unredeemed portion of any Note
being redeemed in part.










 



5



All notices to the Bank under this Note shall be in writing and addressed to the Fiscal and Paying
Agent at 101 Barclay Street, Floor 21 West, New York, NY 10286, Attention: Debt Operations
Department, Floor 7E, or to such other address as the Bank may notify the Registered Holder.



This Note shall be governed by and construed in accordance with the laws of the State of New York.



The Notes of this Series are issuable only in registered form without interest coupons in
denominations of $250,000 and integral multiples of $1,000 in excess thereof (each an “Authorized
Denomination”)










 



6



IN WITNESS WHEREOF, the Bank has caused this Note to be duly executed and countersigned as of the
date set forth herein.



This Note is not valid for any purpose until countersigned by the Agent or such other institution
as may be appointed by the Bank and the certificate of authentication affixed hereon.




	 	 	 
	Countersigned for

	 	[INSERT NAME OF ISSUING BANK]
	authentication only
	 	 
	The Bank of New York Trust Company, N.A.,
	 	 
	as Fiscal and Paying Agent
	 	 






	 	 	 	 	 	 	 
	By

	 	 	 	By	 	 
	 

	 	 
	 	 	 	 
	 

	 	Authorized Signature
	 	 	 	Authorized Signature












 



7


OPTION TO ELECT REPAYMENT



The undersigned hereby irrevocably request (s) and instruct (s) the Bank to repay the within Note
(or portion thereof specified below) pursuant to its terms at a price equal to the Repayment Price,
together with interest to the repayment date, to the undersigned, at



 




 





(Please print or typewrite name and address of the Undersigned)



For this Note to be repaid the Fiscal and Paying Agent must receive at its Corporate Trust Office,
located at [           ], Attention: [           ], or at such other place or places of which the Bank shall from time
to time notify the Holder of the within Note, not more than 45, nor less than 30, days prior to a
Repayment Date, if any, shown on the face of the within Note, either (i) this Note with this
“Option to Elect Repayment” form duly completed, or (ii) a telegram, telex, facsimile transmission
or letter from a member of a national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United States of America setting forth
the name of the Registered Holder of the Note, the principal amount of the Note, the principal
amount of the Note to be repaid, the certificate number or a description of the tenor and terms of
the Note, a statement that the option to elect repayment is being exercised thereby and a guaranty
that the Note to be repaid with the form entitled “Option to Elect Repayment” duly completed will
be received by the Fiscal and Paying Agent not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter and such Note and form duly completed are
received by the Fiscal and Paying Agent by such fifth Business Day.



If less than the entire principal amount of the within Note is to be repaid, specify the
portion thereof (which shall be increments of $1,000) which the Holder elects to have repaid:
$___; and specify the denomination or denominations (which shall be $250,000 or an integral
multiple of $1,000 in excess of $250,000) of the Notes to be reissued to the Holder for the portion
of the within Note not being repaid (in the absence of any such specification, one such Note will
be issued for the portion not being repaid): $___.




	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	Note: The signature on this Option to Elect Repayment must correspond with the name as written
upon the face of this Note in every particular without alteration or enlargement.





[Insert signature guarantee medallion language.]










 



8




 






ABBREVIATIONS



The following abbreviations, when used in the inscription on the face of this instrument, shall be
construed as though they were written out in full according to applicable laws or regulations:




	 	 	 	 	 	 	 
	 	 	TEN COM – as tenants in common
	 
	 	 	 	 	 	 
	 	 	TEN ENT – as tenants by the entireties
	 
	 	 	 	 	 	 
	 	 	JT ENT – as joint tenants with right of survivorship and not as tenants in common
	 
	 	 	 	 	 	 
	 	 	UNIF TRANS MIN F
	 

	 	 	 	 	 	 
	 

	 	 	 	(Cust)                                                                           (Minor)	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Custodian under Uniform Transfer to Minors Act	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	(State)	 	 





Additional abbreviations may be used though not in the above list.



 





FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE



 




(Name and address of assignee, including zip code, must be printed or typewritten)



 




the within Note, and all rights thereunder, hereby irrevocably constituting and appointing



 




to transfer said Note on the books of the within Bank, with full power of substitution in the
premises.




Dated:___


NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within Note in every particular, without alteration or enlargement or any change whatever and
must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Fiscal
and Paying Agent, which requirements include membership or participation in STAMP or such other
“signature guaranty program” as may be determined by the Fiscal and Paying Agent in addition to or in substitution for STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.












 



 


EXHIBIT A-2 TO

FISCAL AND PAYING

AGENCY AGREEMENT

(Medium-Term Fixed)



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER OR EXCHANGE AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



[SENIOR NOTE: THIS BANK NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL
OBLIGATION OF THE BANK. THE OBLIGATION EVIDENCED BY THIS BANK NOTE RANKS PARI PASSU WITH ALL OTHER
UNSECURED AND UNSUBORDINATED OBLIGATIONS OF THE BANK, EXCEPT OBLIGATIONS, INCLUDING DEPOSITS, THAT
ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]



[SUBORDINATED NOTE: THE OBLIGATION EVIDENCED BY THIS BANK NOTE IS AN OBLIGATION OF THE BANK AND IS
SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE BANK, IS INELIGIBLE AS
COLLATERAL FOR A LOAN BY THE BANK AND IS NOT SECURED.]



THIS BANK NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.



THIS BANK NOTE MUST BE SOLD IN MINIMUM DENOMINATIONS OF $250,000 AND IS NOT EXCHANGEABLE FOR NOTES
IN SMALLER DENOMINATIONS.




	 	 	 
	REGISTERED

	 	REGISTERED
	 
	 	 
	NO. FX___
	 	 












 



2


	 	 	 
	CUSIP_________
	 	 
	 
	 	 





FIXED RATE NOTE

[INSERT NAME OF ISSUING BANK]




	 	 	 
	ORIGINAL ISSUE DATE:

	 	INTEREST RATE:
	 
	 	 
	STATED MATURITY:

	 	REGULAR RECORD DATES:
	 
	 	 
	REDEMPTION DATES:
	 	INTEREST PAYMENT DATES:
	 
	 	 
	REDEMPTION PRICE:

	 	 
	 
	 	 
	OTHER REDEMPTION TERMS:

	 	REPAYMENT DATE(S):
	 
	 	 
	OTHER TERMS:

	 	REPAYMENT PRICE:
	 
	 	 
	ORIGINAL ISSUE DISCOUNT NOTE:
	 	 






	 	 	 	 	 
	Yes

	 	No
	 	 
	o

	 	o	 	 





If this Note was issued with “original issue discount” for purposes of Section 1273 of the Internal
Revenue Code of 1986, as amended, the following shall be completed:




	 	 	 	 	 
	 

	 	TOTAL AMOUNT OF OID:
	 	ISSUE PRICE (expressed as a
percentage of
aggregate principal amount):
	 
	 	 	 	 
	YIELD TO MATURITY:

(compounded ___)

	 	SHORT ACCRUAL OID:
	 	METHOD USED TO

DETERMINE YIELD

FOR SHORT ACCRUAL PERIOD:






	 	 	 	 	 
	 

	 	          Approximate
	 	Exact
	 
	 	 	 	 
	 

	 	o
	 	o





[insert name of Issuing Bank] (the “Bank”, which term includes any successor thereof) for value
received, hereby promises to pay the sum of
        U.S. dollars
($       ) to CEDE & CO. (the “Registered
Holder”) as the nominee of The Depository Trust Company (“DTC”) as custodian for participants each
acting for themselves and as nominee or custodian for others, including trusts, pension and
retirement plans and accounts, fiduciaries, custodians and








 



3


nominees (the “Participants”) on the Stated Maturity and to pay interest on a regular periodic
basis as specified herein.



Interest on this Note shall accrue from and including the most recent Interest Payment Date
specified herein to which interest has been paid or, if no interest has been paid on this Note,
from and including, the Original Issue Date specified herein, to but excluding the next Interest
Payment Date, the last such Interest Payment Date being the Stated Maturity specified herein, at
the per annum rate shown herein calculated on the basis of a 360-day year consisting of twelve
30-day months and shall be payable in arrears on Interest Payment Dates and on the Stated Maturity.
If payment of interest and principal due on any Interest Payment Date, including the Stated
Maturity, does not fall on a Business Day, such payment will be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment Date or the Stated
Maturity, as the case may be, and no interest shall be payable on the amount so payable for the
period from, including and after such Interest Payment Date or the Stated Maturity, as the case may
be. Interest, other than interest payable on the Stated Maturity, shall be paid by the Bank on
each Interest Payment Date to the person in whose name this Note is registered at the close of
business on the Regular Record Date; provided, however, that if the Original Issue Date of this
Note is between a Record Date and the applicable Interest Payment Date, the initial payment of
interest with respect to this Note will be payable on the Interest Payment Date following the next
succeeding Regular Record Date to the Registered Holder of this Note on such next succeeding Record
Date. For purposes of this Note, “Business Day” means any day, that is not a Saturday or Sunday,
and that is not a day on which banking institutions are authorized or obligated by law or executive
order to close in The City of New York, New York or in the City of Green Bay, Wisconsin.



Principal, premium, if any and interest payments on Notes will be paid in immediately available
funds to the Registered Holder.



The Registered Holder may declare the principal amount of, and accrued interest on, this Note to be
due and payable immediately if an Event of Default with respect to the Note shall have occurred and
be continuing at the time of such declaration. Any Event of Default with respect to this Note may
be waived by the Registered Holder.



[Senior Notes: For purposes of this Note, an “Event of Default” shall mean any one of the following
events:





	 	•	 	default in the payment of any interest upon the Note when it becomes due and payable,
and continuance of such default for a period of 30 days; or
	 
	 	•	 	default in the payment of the principal of (or premium, if any, on) the Note when due;
or
	 
	 	•	 	default in the performance of any covenant or agreement of the Bank contained in the
Note which continues for 60 days after receipt of written notice given by the Registered
Holder; or
	 
	 	•	 	the Bank shall consent to the appointment of a conservator or receiver or liquidator or










 



4








trustee or other similar official in any insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings of or relating to the Bank or of or relating
to all or substantially all of its property; or a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of a
conservator or receiver or liquidator or trustee or other similar official in any
insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered
against the Bank and such decree or order shall have remained in force undischarged or
unstayed for a period of 60 consecutive days; or the Bank shall file a petition to take
advantage of any applicable insolvency or reorganization statute.]


[Subordinated Notes: For purposes of this Note, an “Event of Default” shall occur if the Bank shall
consent to the appointment of a conservator or receiver or liquidator or trustee or other similar
official in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Bank or of or relating to all or substantially all of its
property; or a decree or order of a court or agency or supervisory authority having jurisdiction in
the premises for the appointment of a conservator or receiver or liquidator or trustee or other
similar official in any insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered
against the Bank and such decree or order shall have remained in force undischarged or unstayed for
a period of 60 consecutive days; or the Bank shall file a petition to take advantage of any
applicable insolvency or reorganization statute.



The holder of this Note, by its acceptance hereof, agrees that the indebtedness of the Bank
evidenced by this Note; including the principal, premium, if any, and interest, is unsecured and
subordinate and junior in right of payment to the Bank’s obligations to its depositors, its
obligations under banker’s acceptances and letters of credit, and its obligations to its other
creditors (including any obligations to any Federal Reserve Bank and the FDIC), whether outstanding
at the time this Note is issued or thereafter incurred (except any obligations which by their
express terms rank on a parity with or junior to this Note), and that in the case of any insolvency
proceedings, receivership, conservatorship, reorganization, readjustment of debt, marshaling of
assets and liabilities or similar proceedings or any liquidation or winding up of or relating to
the Bank, whether voluntary or involuntary, all such obligations



(except obligations which rank on parity with or junior to this Note) shall be entitled to be paid
in full before any payment shall be made on account of the principal of, premium, if any, or
interest on this Note. In the event of any such proceeding, after payment in full of all sums
owing with respect to such prior obligations, the holder of this Note, together with the holders of
any obligations of the Bank ranking on a parity with this Note, shall be entitled to be paid pro
rata from the remaining assets of the Bank the unpaid principal of, the unpaid premium, if any, and
the unpaid interest on, this Note or such other obligations before any payment or other
distribution, whether in cash, property, or otherwise, shall be made on account of any capital
stock or any obligations of the Bank ranking junior to this Note.



This Note contains no limitation on the amount of senior debt, deposits or other obligations that
rank senior to this Note that maybe hereafter incurred or assumed by the Bank.]








 



5


This Note may be subject to repayment at the option of the Registered Holder hereof on the
Repayment Date(s) indicated on the face hereof. If no such date is set forth on the face hereof,
this Note may not be so repaid at the option of the Registered Holder hereof prior to maturity. On
each Repayment Date, if any, this Note shall be repayable in whole or in part in increments of
$1,000 (provided that any remaining principal hereof shall be at least $250,000) at the option of
the Registered Holder hereof at a repayment price equal to 100% of the principal amount to be
repaid, or if this Note is an Original Issue Discount Note (as specified on the face hereof), the
applicable Repayment Price specified on the face hereof, together in the case of any such repayment
with interest thereon payable to the Repayment Date, but interest installments due prior to the
Repayment Date will be payable to the Registered Holder as of the relevant Regular Record Date or
special record date. For this Note to be repaid in whole or in part at the option of the
Registered Holder hereof, the Fiscal and Paying Agent must receive, at its address set forth below,
not more than 45, nor less than 30, days prior to a Repayment Date, if any, either (i) this Note
accompanied by the form entitled “Option to Elect Repayment” below duly completed, or (ii) a
telegram, telex, facsimile transmission or letter from a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in
the United States of America setting forth the name of the Registered Holder, the principal amount
of this Note, the principal amount of this Note to be repaid, the certificate number or a
description of the tenor and terms of the Note, a statement that the option to elect repayment is
being exercised thereby and a guaranty that the Note to be repaid with the form entitled “Option to
Elect Repayment” on the Note duly completed will be received by the Fiscal and Paying Agent not
later than five Business Days after the date of such facsimile transmission or letter and such Note
and form duly completed are received by the Fiscal and Paying Agent by such fifth Business Day.
Exercise of such repayment option by the Registered Holder hereof shall be irrevocable, except a
Registered Holder tendering after receipt of a notice of an extension of maturity.



If so provided on the face of this Note, this Note may be redeemed by the Bank on any Redemption
Date (or range of Redemption Dates) so indicated on the face hereof. If no Redemption Date (or
range of Redemption Dates) is set forth on the face hereof, this Note may not be redeemed prior to
its Stated Maturity. If one or more Redemption Dates (or ranges of Redemption Dates) are so
specified, this Note is subject to redemption at the option of the Bank, upon notice by first-class
mail, not less than 30 nor more than 45 days prior to the Redemption Date specified in such notice,
at the applicable redemption price specified on the face hereof (expressed as a percentage of the
principal amount of this Note) together in the case of any such redemption with accrued interest to
the Redemption Date, but interest installments due prior to the Redemption Date will be payable to
the Registered Holder on the relevant Regular Record Date if the Redemption Date is an Interest
Payment Date. The Bank may elect to redeem less than the entire principal amount hereof; provided,
that the principal amount, if any, of this Note that remains outstanding after such redemption is
an Authorized Denomination. In the event of any redemption in part, the Bank will not be required
to (i) issue, register the transfer of, or exchange any Note during a period beginning at the
opening of business 15 days before the day of the mailing of the notice of redemption of Notes
selected for redemption and ending at the close of business on the date of mailing of the relevant
notice of redemption or (ii) register the transfer or exchange of any Note, or any portion thereof,
called for redemption, except the unredeemed portion of any Note being redeemed in part.










 



6



All notices to the Bank under this Note shall be in writing or addressed to the Fiscal and Paying
Agent at [        ], Attention: [        ], or to such other address as the Bank may notify the Registered
Holder.



This Note shall be governed by and construed in accordance with the laws of the State of New York.



The Notes of this series are issuable only in registered form without interest coupons in
denominations of $250,000 and integral multiples of $1,000 in excess thereof (each an “Authorized
Denomination”).



IN WITNESS WHEREOF, the Bank has caused this Note to be duly executed and countersigned as of
the date set forth herein.



This Note is not valid for any purpose until countersigned by the Fiscal and Paying Agent or such
other institution as may be appointed by the Bank and the certificate of authentication affixed
hereon.




	 	 	 
	Countersigned for
authentication only

THE BANK OF NEW YORK TRUST COMPANY,

  N.A., AS FISCAL AND PAYING AGENT

	 	[INSERT NAME OF ISSUING BANK]






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	By

	 	 	 	 	 	By	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Authorized Signature
	 	 	 	 	 	Authorized Signature	 	 







 









 








 7 




OPTION TO ELECT REPAYMENT



The undersigned hereby irrevocably request(s) and instruct(s) the Bank to repay the within Note (or
portion thereof specified below) pursuant to its terms at a price equal to the Repayment Price,
together with interest to the repayment date, to the undersigned, at




 





 





(Please print or typewrite name and address of the Undersigned)



For this Note to be repaid the Fiscal and Paying Agent must receive at its Corporate Trust Office,
located at [          ], Attention: [          ], or at such other place or places of which the Bank shall from time
to time notify the Holder of the within Note, not more than 45, nor less than 30, days prior to a
Repayment Date, if any, shown on the face of the within Note, either (i) this Note with this
“Option to Elect Repayment” form duly completed, or (ii) a telegram, telex, facsimile transmission
or letter from a member of a national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United States of America setting forth
the name of the Registered Holder of the Note, the principal amount of the Note, the principal
amount of the Note to be repaid, the certificate number or a description of the tenor and terms of
the Note, a statement that the option to elect repayment is being exercised thereby and a guaranty
that the Note to be repaid with the form entitled “Option to Elect Repayment” duly completed will
be received by the Fiscal and Paying Agent not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter and such Note and form duly completed are
received by the Fiscal and Paying Agent by such fifth Business Day.



If less than the entire principal amount of the within Note is to be repaid, specify the portion
thereof (which shall be increments of $1,000) which the Holder elects to have repaid: $                     ; and
specify the denomination or denominations (which shall be $250,000 or an integral multiple of
$1,000 in excess of $250,000) of the Notes to be reissued to the Holder for the portion of the
within Note not being repaid (in the absence of any such specification, one such Note will be
issued for the portion not being repaid): $                     .




	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Note: The signature on this Option to Elect Repayment
must correspond with the name as written upon the face
of this Note in every particular without alteration or
enlargement.












 



8


 






ABBREVIATIONS



The following abbreviations, when used in the inscription on the face of this instrument, shall be
construed as though they were written out in full according to applicable laws or regulations:




	 	 	 	 	 	 	 	 	 
	 	 	TEN COM – as tenants in common	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TEN ENT – as tenants by the entireties	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TT ENT – as joint tenants with right of survivorship and not as tenants in common
	 
	 	 	 	 	 	 	 	 
	 	 	UNIF TRANS MIN ACT –	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	(Cust)
	 	(Minor)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Custodian under Uniform Transfer to Minors Act
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	(State)
	 	 






Additional abbreviations may be used though not in the above list.



FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE




(Name and address of assignee, including zip code, must be printed or typewritten)




 





the within Note, and all rights thereunder, hereby irrevocably constituting and appointing




 




to transfer said Note on the books of the within Bank, with full power of substitution in the
premises.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 




NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within Note in every particular, without alteration or enlargement or any change whatever and
must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Fiscal
and Paying Agent, which requirements include membership or participation in STAMP or such other
“signature guaranty program” as may be determined by the Fiscal and Paying Agent in addition to or
in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.










 



 




EXHIBIT B-1 TO

FISCAL AND PAYING

AGENCY AGREEMENT

(Short-Term Floating)



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER OR EXCHANGE AND ANY CERTIFICATE ISSUED IS REGISTERED IN



THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.



THIS BANK NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF THE
BANK. THE OBLIGATION EVIDENCED BY THIS BANK NOTE RANKS PARI PASSU WITH ALL OTHER UNSECURED AND
UNSUBORDINATED OBLIGATIONS OF THE BANK, EXCEPT OBLIGATIONS, INCLUDING DEPOSITS, THAT ARE SUBJECT TO
ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.



THIS BANK NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.



THIS BANK NOTE MUST BE SOLD IN MINIMUM DENOMINATIONS OF $250,000 AND IS NOT EXCHANGEABLE FOR NOTES
IN SMALLER DENOMINATIONS.




	 	 	 	 	 	 	 
	REGISTERED	 	 	 	REGISTERED
	 
	 	 	 	 	 	 
	No. FLR.
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	CUSIP
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 












 



 


 2 




FLOATING RATE NOTE

[INSERT NAME OF THE ISSUING BANK]




	 	 	 
	ORIGINAL ISSUE DATE:

	 	STATED MATURITY:
	 
	 	 
	INITIAL INTEREST RATE:

	 	SPREAD:
	 
	 	 
	INDEX MATURITY:

	 	SPREAD MULTIPLIER:
	 
	 	 
	INTEREST RATE BASIS:

	 	REGULAR RECORD DATES:
	 
	 	 
	MAXIMUM INTEREST RATE:

	 	INTEREST PAYMENT DATES:
	 
	 	 
	MINIMUM INTEREST RATE:

	 	INTEREST DETERMINATION DATES:
	 
	 	 
	INTEREST RESET DATES:

	 	CALCULATION DATE:
	 
	 	 
	REPAYMENT DATE(S):

	 	REDEMPTION DATES:
	 
	 	 
	REPAYMENT PRICE:

	 	REDEMPTION PRICE:
	 
	 	 
	OTHER REPAYMENT TERMS:

	 	OTHER REDEMPTION TERMS:
	 
	 	 
	ORIGINAL ISSUE DISCOUNT NOTE:
	 	 






	 	 	 	 	 
	Yes

	 	No
	 	 
	o

	 	o	 	 





If this Note was issued with “original issue discount” for purposes of Section 1273 of the Internal
Revenue Code of 1986, as amended, the following shall be completed:




	 	 	 	 	 
	 

	 	TOTAL AMOUNT
	 	ISSUE PRICE (expressed as a
	 

	 	OF OID:
	 	percentage of aggregate
	 

	 	 	 	principal amount):
	 
	 	 	 	 
	YIELD TO MATURITY:

	 	SHORT ACCRUAL
	 	METHOD USED TO
	(compounded ___)

	 	OID:
	 	DETERMINE YIELD FOR
	 

	 	 	 	SHORT ACCRUAL PERIOD:
	 
	 	 	 	 





	 	 	 	 	 
	 

	 	Approximate
	 	Exact
	 

	 	o     
	 	o





[insert name of the Issuing Bank] (the “Bank”, which term includes any successor thereof) for value
received, hereby promises to pay the sum of,                     U.S. dollars ($,                     )











 



3



to CEDE & CO. (the “Registered
Holder”) as nominee of The Depository Trust Company
(“DTC”) as custodian for participants each acting for themselves and as nominee or custodian for
others, including trusts, pension and retirement plans and accounts, fiduciaries, custodians and
nominees (the “Participants”) on the Stated Maturity and to pay interest on the Stated Maturity.



Interest on this Note shall be payable monthly, quarterly, semiannually, or annually on each
Interest Payment Date specified herein and on the Stated Maturity specified herein at a rate per
annum equal to the Initial Interest Rate specified herein until the first Interest Reset Date
specified herein following the Original Issue Date specified herein and thereafter at a rate
determined in accordance with the provisions herein under the heading(s) “Determination of
Commercial Paper Rate”, “Determination of CD Rate”, “Determination of Fed Funds Rate”,
“Determination of LIBOR”, “Determination of Treasury Rate”, “Determination of Prime Rate” or
“Determination of CMT Rate”, depending upon whether the Interest Rate Basis is Commercial Paper
Rate, CD Rate, Fed. Funds Rate, LIBOR, Treasury Rate, Prime Rate, or CMT Rate to the person in
whose name this Note is registered at the close of business on the Regular Record Date whether or
not a Business Day (as defined herein); provided, however, that if the Original Issue Date is
between a Regular Record Date and an Interest Payment Date, interest payments will commence on the
Interest Payment Date following the next succeeding Regular Record
Date; and provided, further,
that if an Interest Payment Date or Interest Reset Date would fall on a day that is not a Business
Day, such Interest Payment Date or Interest Reset Date shall be the following day that is a
Business Day, except that if the Interest Rate Basis is LIBOR, where such following Business Day
falls in the next calendar month, such Interest Payment Date or Interest Reset Date shall be the
next preceding day that is a Business Day. “Business Day” means any day that is not a Saturday or
Sunday and that is not a day on which banking institutions are authorized or obligated by law or
executive order to close in the City of New York, New York and the City of Green Bay, Wisconsin; or
with respect to LIBOR Notes, is also a London Business Day. “London Business Day” means any day on
which dealings in deposits in U.S. dollars are transacted in the London interbank market.



Principal, premium, if any, and interest payments on Notes will be paid in immediately available
funds to the Registered Holder.



The Registered Holder may declare the principal amount of, and accrued interest on, this Note to be
due and payable immediately if an Event of Default with respect to this Note shall have occurred
and be continuing at the time of such declaration. Any Event of Default with respect to this Note
may be waived by the Registered Holder.



For purposes of this Note, an “Event of Default” shall mean any one of the following events:





	 	(1)	 	default in the payment of any interest upon the Note when it becomes due and
payable, and continuance of such default for a period of 30 days; or
	 
	 	(2)	 	default in the payment of the principal of (or premium, if any, on) the Note
when due; or










 



4








	 	(3)	 	default in the performance of any covenant or agreement of the Bank contained
in the Note which continues for 60 days after receipt of written notice given by the
Registered Holder hereof; or
	 
	 	(4)	 	the Bank shall consent to the appointment of a conservator or receiver or
liquidator or trustee or other similar official in any insolvency, receivership,
liquidation, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Bank or of or relating to all or substantially all of
its property; or a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator or receiver or
liquidator or trustee or other similar official in any insolvency, receivership,
liquidation, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been
entered against the Bank and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 consecutive days; or the Bank shall file a
petition to take advantage of any applicable insolvency or reorganization statute.]




All notices to the Bank under this Note shall be in writing and addressed to the Fiscal and Paying
Agent at [          ], Attention: [          ], or to such other address as the Bank may notify the Registered
Holder.



This Note shall be governed by and construed in accordance with the laws of the State of New York.



No interest will accrue on this Note after its maturity.



Interest:



Interest payable with respect to each interest payment period shall accrue to but not include the
applicable Interest Payment Date or the Stated Maturity, as the case may be. Accrued interest
hereon from the Issue Date or from the last date to which interest shall have been paid, as the
case may be, shall be an amount calculated by multiplying the face amount hereof by an accrued
interest factor. Such accrued interest factor shall be computed by adding the interest factors
calculated for each day from the Original Issue Date or from the last date to which interest shall
have been paid, as the case may be, to the date for which accrued interest is being calculated.
The interest factor for each such day shall be computed by dividing the interest rate applicable to
such day by 360 if the Interest Rate Basis is the Commercial Paper Rate, CD Rate, Fed Funds Rate,
LIBOR or Prime Rate, as indicated herein, or by the actual number of days in the year if the
Interest Rate Basis is the Treasury Rate or CMT Rate, as indicated herein.



The rate of interest borne by this Note will be reset daily, weekly, monthly, quarterly,
semiannually or annually, as specified above. The “Interest Reset Date” will be the date specified
above; provided, however, that the interest rate in effect from the Original Issue Date to the
first Interest Reset Date will be the “Initial Interest Rate” (as specified herein). Each such
adjusted rate shall be applicable on and after the Interest Reset Date to which it relates, to, but
not including, the next succeeding Interest Reset Date, or until the Stated Maturity, as the case
may be. If any, Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next succeeding day that is a Business Day, except
that in the case of a










 



5



LIBOR Note, where such following Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day.



Determination of Commercial Paper Rate:



If the Interest Rate Basis specified on the face hereof is the Commercial Paper Rate, the interest
rate with respect to this Note for any Interest Reset Date shall be the Commercial Paper Rate plus
or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if any, as specified on
the face hereof, as determined on the applicable Interest Determination Date.



“Commercial Paper Rate” means, with respect to any Interest Determination Date, the Money Market
Yield (as defined below) on such date of the rate quoted on a discount basis for commercial paper
having the Index Maturity specified on the face hereof as published in H.15(519) under the heading
“Commercial Paper-Nonfinancial.” In the event that such rate is not published by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Commercial Paper Interest Determination
Date, then the Commercial Paper Rate shall be the Money Market Yield on such Commercial Paper
Interest Determination Date of the rate of commercial paper of the specified Index Maturity as
published in H.15 Daily Update (as hereinafter defined) under the heading “Commercial
Paper-Nonfinancial” (with an Index Maturity of one month or three months being deemed to be
equivalent to an Index Maturity of 30 days or 90 days, respectively). If such rate is published
neither in H.15(519) nor in H.15 Daily Update by 3:00 P.M., New York City time, on such Calculation
Date, the Commercial Paper Rate for that Commercial Paper Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of
the offered rates as of 11:00 A.M., New York City time, on that Commercial Paper Interest
Determination Date, of three leading dealers of commercial paper in The City of New York selected
by the Calculation Agent for commercial paper of the specified Index Maturity placed for an
industrial issuer whose senior unsecured bond rating is “AA,” or the equivalent, from a nationally
recognized securities rating agency; provided, however, that if the dealers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate
with respect to such Commercial Paper Interest Determination Date will be the Commercial Paper Rate
in effect on such date.



“H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site
of the Board of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/l5/update, or any successor site or publication.




     “Money Market Yield” shall be a yield (expressed as a percentage) calculated in accordance
with the following formula:



	 	 	 	 	 	 	 	 	 	 	 
	Money Market Yield

	 	=
	 	D x 360___
	 	x 100
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	360 – (DxM)	 	 	 	 	 	 





where “D” refers to the per annum rate for commercial paper quoted on a bank discount basis and
expressed as a decimal and “M” refers to the actual number of days in the interest period for which
interest is being calculated.











 



6



Determination of CD Rate:



If the Interest Rate Basis specified on the face hereof is the CD Rate, the interest rate with
respect to this Note for any Interest Reset Date shall be the CD Rate plus or minus the Spread, if
any, and/or multiplied by the Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable Interest Determination Date.



“CD Rate” means, with respect to any Interest Determination Date, the rate on such date for
negotiable certificates of deposit having the Index Maturity specified on the face hereof as
published in H.15(519) under the heading “CDs (Secondary Market)”. In the event that such rate is
not so published before 3:00 P.M., New York City time, on the Calculation Date pertaining to such
CD Interest Determination Date, the CD Rate will be the rate on such CD Interest Determination Date
for negotiable certificates of deposit having the Index Maturity specified on the face hereof as
published in H.15 Daily Update, under the caption “CDs (Secondary Market).” If such rate is
published neither in H.15(519) nor H.15 Daily Update by 3:00 P.M., New York City time, on such
Calculation Date, the CD Rate for such CD Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00
A.M., New York City time, on such CD Interest Determination Date, of three leading nonbank dealers
of negotiable U.S. dollar certificates of deposit in The City of New York (which may include one or
more of the Agents) selected by the Calculation Agent for negotiable certificates of deposit in a
denomination of $5,000,000 of the four highest rated banks (as rated by two nationally recognized
rating agencies) of the 25 largest United States banks ranked by asset size based on the most
recent year-end survey published in The American Banker (or a comparable publication) with a
remaining maturity closest to the Index Maturity specified on the face hereof; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the CD Rate determined on such CD Interest Determination Date will be the CD Rate in
effect on such date.



Determination of Fed Funds Rate:



If the Interest Rate Basis specified on the face hereof is the Fed Funds Rate, the interest rate
with respect to this Note for any Interest Reset Date shall be the Fed Funds Rate plus or minus the
Spread, if any, and/or multiplied by the Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable Interest Determination Date.



“Fed Funds Rate” means, with respect to any Interest Determination Date, the rate on such date for
Federal Funds having the Index Maturity as specified on the face hereof as published in H.15(519)
under the heading “Federal Funds (Effective)”, as such rate is displayed on Telerate Page 120. In
the event that such rate does not appear on Telerate Page 120 or is not published by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Fed Funds Interest Determination Date,
the Fed Funds Rate will be the rate on such Fed Funds Interest Determination Date for Federal Funds
having the specified Index Maturity as published in H.15 Daily Update under the heading “Federal
Funds (Effective Rate).” If by 3:00 P.M., New York City time, on the Calculation Date pertaining to
such Fed Funds Interest Determination Date such rate does not appear on Telerate Page 120 or is not
yet published in either H.15(519) or H.15 Daily Update, then the Fed Funds Rate on such Fed Funds
Interest Determination Date will be calculated by the










 







7



Calculation Agent and will be the arithmetic
mean of the rates as of 9:00 A.M. New York City time, on such Fed Funds Interest Determination Date
for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal
Funds transactions in The City of New York selected by the
Calculation Agent; provided, however,
that if the brokers selected as aforesaid by Calculation Agent are not quoting as mentioned in this sentence, the Fed Funds Rate with
respect to such Fed Funds Interest Determination Date will be the Fed Funds Rate in effect on such
date.



Determination of LIBOR:



If the Interest Rate Basis specified on the face hereof is LIBOR, the interest rate with respect to
this Note for any Interest Reset Date shall be LIBOR plus or minus the Spread, if any, and/or
multiplied by the Spread Multiplier, if any, as specified on the face hereof, as determined on the
applicable Interest Determination Date.



“LIBOR” will be determined by the Calculation Agent in accordance with the following provisions:





     (a) LIBOR will be either the rate for deposits in U.S. dollars having the Index
Maturity designated on the face hereof commencing on the second London Business Day
immediately following that LIBOR Interest Determination Date, that appears on the Telerate
Page 3750, as of 11:00 A.M., London time, on that LIBOR Interest Determination Date (“LIBOR
Telerate”) or (ii) the arithmetic mean of the offered rates for deposits in U.S. dollars
having the Index Maturity designated on the face hereof, commencing on the second London
Business Day immediately following that LIBOR Interest Determination Date, that appear on
the Reuters Screen LIBO Page as of 11:00 A.M., London time, on that LIBOR Interest
Determination Date, if at least two such offered rates appear on the Reuters Screen LIBO
Page (“LIBOR Reuters”). “Telerate Page 3750” means the display designated as page “3750” on
the Telerate Service (or such other page as may replace the 3750 page on that service or
such other service or services as may be nominated by the British Bankers’ Association for
the purpose of displaying London interbank offered rates for U.S. dollar deposits).
“Reuters Screen LIBO Page” means the display designated as page “LIBO” on the Reuters
Monitor Money Rates Service (or such other page as may replace the LIBO page on that service
for the purpose of displaying London interbank offered rates of major banks). If neither
LIBOR Telerate nor LIBOR Reuters is specified on the face hereof, LIBOR will be determined
as if LIBOR Telerate had been specified. If no rate appears on the Telerate Page 3750, or
if fewer than two offered rates appear on the Reuters Screen LIBO Page, as applicable, LIBOR
in respect of that LIBOR Interest Determination Date will be determined as if the parties
had specified the rate described in (b) below.




     (b) With respect to a LIBOR Interest Determination Date on which no rate appears on
Telerate Page 3750, as specified in (a)(i) above, or on which fewer than two offered rates
appear on the Reuters Screen LIBO Page, as specified in (a)(ii) above, as applicable, LIBOR
will be determined on the basis of the rates at which deposits in U.S. dollars having the
Index Maturity designated on the face hereof are offered at approximately 11:00 A.M., London
time, on that LIBOR Interest Determination Date by









 



8



four major banks in the London interbank
market selected by the Calculation Agent (“LIBOR Reference Banks”) to prime banks in the
London interbank market commencing on the second London Business Day immediately following
that LIBOR Interest Determination Date and in a principal amount equal to an amount of not
less than $1,000,000 that is representative for a single transaction in such market at such
time. The
Calculation Agent will request the principal London office of each of the LIBOR
Reference Banks to provide a quotation of its rate. If at least two such quotations are
provided, LIBOR in respect of that LIBOR Interest Determination Date will be the arithmetic
mean of such quotations. If fewer than two quotations are provided, LIBOR in respect of
that LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., New York City time, on that LIBOR Interest Determination Date by
three major banks in The City of New York selected by the Calculation Agent for loans in
U.S. dollars to leading European banks having the Index Maturity designated on the face
hereof commencing on the second London Business Day immediately following that LIBOR
Interest Determination Date and in a principal amount equal to an amount of not less than $
1,000,000 that is representative for a single transaction in such market at such time;
provided, however, that if the banks selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, LIBOR with respect to such LIBOR Interest
Determination Date will be the rate of LIBOR in effect on such date.


Determination of Treasury Rate:



If the Interest Rate Basis specified on the face hereof is the Treasury Rate, the interest rate
with respect to this Note for any Interest Reset Date shall be the Treasury Rate plus or minus the
Spread, if any, and/or multiplied by the Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable Interest Determination Date.



“Treasury Rate” means, with respect to any Interest Determination Date, the rate from the auction
held on such Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the
United States (“Treasury Bills”) having the Index Maturity specified on the face hereof under the
caption “INVESTMENT RATE” on the display on Telerate on page 56 (or any other page as may replace
such page on such service) (“Telerate Page 56”) or page 57 (or any other page as may replace such
page on such service (“Telerate Page 57”) or, if not so published by 3:00 P.M., New York City time,
on the related Calculation Date, the Bond Equivalent Yield (as hereinafter defined) of the rate for
such Treasury Bills as published in H.15 Daily Update under the caption “U.S. Government
Securities/Treasury Bills/Auction High” or, if not so published by 3:00 P.M., New York City time,
on the related Calculation Date, the Bond Equivalent Yield of the auction rate of such Treasury
Bills as announced by the United States Department of Treasury. In the event that the auction rate
of Treasury Bills having the Index Maturity specified on the face hereof is not so announced by the
United States Department of the Treasury, or if no such auction is held, then the Treasury Rate
will be the Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination Date of
Treasury Bills having the Index Maturity specified on the face hereof as published in H.15(519)
under the caption “U.S. Government Securities/Treasury Bills/Secondary Market” or, if not yet
published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such
Treasury Rate Interest Determination Date of such Treasury










 



9



Bills as published in H.15 Daily Update
under the caption “U.S. Government Securities, Treasury Bills/Secondary Market.” If such rate is
not yet published in H.15(519) or H.15 Daily Update, then the Treasury Rate will be calculated by
the Calculation Agent and will be the Bond Equivalent Yield of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest
Determination Date, of three primary United States government securities dealers (which may include
one or more of the
Agents) selected by the Calculation Agent, for the Issue of Treasury Bills with a remaining
maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the
dealers so selected by the calculation Agent are not quoting as mentioned in this sentence, the
Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury
Rate in effect on such Treasury Rate Interest Determination Date.



“Bond Equivalent Yield” means a yield (expressed as a percentage) calculated in accordance with the
following formula:




	 	 	 	 	 	 	 	 	 	 	 
	Bond Equivalent Yield

	 	=
	 	D x N
	 	x 100
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	360 – (DxM)	 	 	 	 	 	 





where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount
basis, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in
the applicable Interest Reset Period.



Determination of Prime Rate:



If the Interest Rate Basis specified on the face hereof is the Prime Rate, the interest rate with
respect to this Note for any Interest Reset Date shall be the Prime Rate plus or minus the Spread,
if any, and/or multiplied by the Spread multiplier, if any, as specified on the face hereof, as
determined on the applicable Interest Determination Date.



“Prime Rate” for each such Interest Reset Date will be determined as of the Interest Determination
Date and will be the rate as such rate is published in H.15(519) under the heading “Bank Prime
Loan” In the event that such rate is not published by 3:00 P.M., New York City time, on the related
Calculation Date, then the Prime Rate shall be the rate on such Prime Rate Interest Determination
Date as published in H.15 Daily Update opposite the caption “Bank Prime Loan”. In the event that
such rate is not published by 3:00 P.M., New York City time, on the related Calculation Date, in
either H.15(519) or H.15 Daily Update, then the Prime Rate shall be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters Screen USPRIME 1 Page
(as defined below) as such bank’s prime rate or base lending rate as in effect for such Prime Rate
Interest Determination Date. If fewer than four such rates but more than one such rate appear on











 



10



the Reuters Screen USPRIME 1 Page for such Prime Rate Interest Determination Date, the Prime Rate
shall be the arithmetic mean of the prime rates quoted on the basis of the actual number of days in
the year divided by a 360-day year as of the close of business on such Prime Rate Interest
Determination Date by three, or two if only two such rates are quoted, major money center banks in
The City of New York (which may include affiliates of certain of the Agents) selected by the
Calculation Agent. If fewer than two such rates appear on the Reuters Screen USPRIME 1 Page, the
Prime Rate will be determined by the Calculation Agent on the basis of the rates furnished in The
City of New York by three, or two if only two such rates are quoted, substitute banks or trust
companies organized and doing business under the laws of the United States, or any state thereof,
having total equity capital of at least $500 million and being subject to supervision or
examination by a federal or state banking authority, selected by the Calculation Agent to provide
such rate or rates; provided, however, that if fewer than two such substitute banks or trust
companies selected as aforesaid are quoting as mentioned in this sentence,
the Prime Rate determined as of such Prime Rate Interest Determination Date shall be the Prime Rate
in effect on such Prime Rate Interest Determination Date.



“Reuters Screen USPRIME 1 Page” means the display on the Reuters Monitor Money Rates Service on the
“USPRIME 1” page (or such other page as may replace the Reuters Screen USPRIME 1 Page on that
service for the purpose of displaying prime rates or base lending rates of major United States
banks).



Determination of CMT Rate:



If the Interest Rate Basis specified on the face hereof is the CMT Rate, the interest rate with
respect to this Note for any Interest Reset Date shall be the CMT Rate plus or minus the Spread, if
any, and/or multiplied by the Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable Interest Determination Date.



“CMT Rate” means, with respect to any Interest Determination Date, the rate displayed on the
Designated CMT Telerate Page (as defined below) under the caption “... Treasury Constant Maturities
 ... Federal Reserve Board Release H.15 ... Mondays Approximately 3:45 P.M.,” under the column for
the Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is
7051, the rate on such Interest Determination Date and (ii) if the Designated CMT Telerate Page is
7052, the week, or the month, as applicable, ended immediately preceding the week in which the
applicable Interest Determination Date occurs. If such rate is no longer displayed on the relevant
page, or if not displayed by 3:00 P.M., New York City time, on the Calculation Date pertaining to
such Interest Determination Date, then the CMT Rate for such Interest Determination Date will be
such treasury constant maturity rate for the Designated CMT Maturity Index as published in the
relevant H.15(519). If such rate is no longer published, or if not published by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Interest Determination Date, then the
CMT Rate for such Interest Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the Designated CMT Maturity
Index) for the Interest Determination Date with respect to such Interest Reset Date as may then be
published by either the Federal Reserve Board or the United States Department of the Treasury that
the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated
CMT Telerate Page and published in the relevant H.15(519). If such information is not provided by
3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination
Date, then the CMT Rate for the Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity, based on the arithmetic mean of the secondary market closing
offer side prices as of approximately 3:30 P.M., New York City time, on the Interest Determination
Date reported, according to their written records, by three leading primary United States
government securities





 









 








11



dealers (each, a “Reference Dealer”) in The City of New York selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate
obligations of the United States (“Treasury Notes”) with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT
Maturity Index minus one year. If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity based on the arithmetic mean of the secondary market offer
side prices as of approximately 3:30 P.M., New York City time, on the Interest Determination Date
of three Reference Dealers in The City of New York (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for
Treasury Notes with an original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT
Maturity Index and in an amount of at least $100,000,000. If three or four (and not five) of such
Reference Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic
mean of the offer prices obtained and neither the highest nor the lowest of such quotes will be
eliminated; provided however, that if fewer than three Reference Dealers selected by the
Calculation Agent are quoting as described herein, the CMT Rate will be the CMT Rate in effect on
such Interest Determination Date. If two Treasury Notes with an original maturity as described in
the third preceding sentence, have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the CMT Rate Note with the shorter remaining term to maturity will
be used.



“Designated CMT Telerate Page” means the display on the Dow Jones Telerate Service on the page
specified on the face hereof (or any other page as may replace such page on that service for the
purpose of displaying Treasury Constant Maturities as published in H.15(519)) for the purpose of
displaying Treasury Constant Maturities as published in H.15(519). If no such page is specified on
the face hereof, the Designated CMT Telerate Page shall be 7052, for the most recent week.



“Designated CMT Maturity Index” means the original period to maturity of the Treasury Notes
specified on the face hereof, with respect to which the CMT Rate will be calculated. If no such
maturity is specified on the face hereof, the Designated CMT Maturity Index shall be two years.



General



Notwithstanding the determination of the interest rate as provided above, the interest rate on this
Note for any interest period shall not be greater than the Maximum Interest Rate, if any, and/or
less than the Minimum Interest Rate, if any, specified on the face hereof. The interest rate on
this Note will in no event be higher than the maximum rate permitted under applicable state law as
the same may be modified by United States law of general application.



The Calculation Agent will, upon the request of the beneficial owner of this Note, provide the
interest rate then in effect and, if determined, the interest rate which will become effective as a
result of a determination made with respect to the most recent Interest Determination Date with











 



12



respect to this Note. Unless changed by the Bank, in its sole discretion, the Fiscal and Paying
Agent will act as Calculation Agent for this Note and thereafter the Calculation Agent shall be
such agent as selected by the Bank. The Bank shall notify the Registered Holder and the Depository
Trust Company of any change in Calculation Agent.



The Interest Determination Date pertaining to an Interest Reset Date will be the second Business
Day preceding such Interest Reset Date for all Notes other than Notes with an Interest Reset Basis
of LIBOR or the Treasury Rate. If the Interest Rate Basis specified on the face hereof is LIBOR,
the Interest Determination Date pertaining to an Interest Reset Date will be the second London
Business Day next preceding such Interest Reset Date. If the Interest Rate Basis specified on the
face hereof is the Treasury Rate, the Interest Determination Date pertaining to an Interest Reset
Date will be the day of the week in which such Interest Reset Date falls on which Treasury Bills
would normally be auctioned (generally, Monday). If as the result of a legal holiday, an auction
is held on the preceding Friday, such Friday will be the Interest Determination Date pertaining to
the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on
any Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date shall instead be
the first Business Day immediately following such auction.



All dollar amounts used in or resulting from any calculation will be rounded to the nearest cent
with one-half cent being rounded upward. Unless otherwise specified herein, all percentages
resulting from any calculation will be rounded, if necessary, to the nearest one-hundred thousandth
of a percent, with five one-millionths of a percent rounded upwards, e.g., 9.876545% (or .09876545)
being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or
 .0987654).



The “Calculation Date”, where applicable, pertaining to an Interest Determination Date is the
earlier of (i) the tenth calendar day after such Interest Determination Date, or if such day is not
a Business Day, the next succeeding Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Stated Maturity, as the case may be.



The Notes of this series are issuable only in registered form without coupon in denominations of
$250,000 and integral multiples of $1,000 in excess thereof (each an “Authorized Denomination”).










 



13



This Note may be subject to repayment at the option of the Registered Holder hereof on the
Repayment Date(s) indicated on the face hereof. If no such date is set forth on the face hereof,
this Note may not be so repaid at the option of the Registered Holder hereof prior to Stated
Maturity. On each Repayment Date, if any, this Note shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal hereof shall be at least $250,000) at
the option of the Registered Holder hereof at a repayment price equal to l00% of the principal
amount to be repaid, or if this Note is an Original Issue Discount Note (as specified on the face
hereof), the applicable Repayment Price specified on the face hereof, together in the case of any
such repayment with interest thereon payable to the Repayment Date, but interest installments due
prior to the Repayment Date will be payable to the Registered Holder on the relevant Regular Record
Date or special record date. For this Note to be repaid in whole or in part at the option of the
Registered Holder hereof, the Fiscal and Paying Agent must receive, at its address set forth below,
not more than 45, nor less than 30, days prior to an Repayment Date, if any, either (i) this Note
accompanied by the form entitled “Option to Elect Repayment” below duly completed, or (ii) a
facsimile transmission or letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States
of America setting forth the name of the Registered Holder, the principal amount of the Note, the
principal amount of the Note to be repaid, the certificate number or a description of the tenor and
terms of the Note, a statement that the option to elect repayment is being exercised thereby and a
guaranty that the Note to be repaid with the form entitled “Option to Elect Repayment” on the Note
duly completed will be received by the Fiscal and Paying Agent not later than five Business Days
after the date of such facsimile transmission or letter and such Note and form duly completed are
received by the Fiscal and Paying Agent by such fifth Business Day. Exercise of such repayment
option by the Registered Holder hereof shall be irrevocable, except a Registered Holder tendering
after receipt of a notice of an extension of maturity.



If so provided on the face of this Note, this Note may be redeemed by the Bank on any Redemption
Date (or range of Redemption Dates) so indicated on the face hereof. If no Redemption Date (or
range of Redemption Dates) is set forth on the face hereof, this Note may not be redeemed prior to
its Stated Maturity. If one or more Redemption Dates (or ranges of Redemption Dates) are so
specified, this Note is subject to redemption at the option of the Bank, upon notice to the
Registered Holder at its address in the Note Registers of the Fiscal and Paying Agent by
first-class mail, not less than 30 nor more than 45 days prior to the Redemption Date specified in
such notice, at the applicable redemption price specified on the face hereof (expressed as a
percentage of the principal amount of this Note) together in the case of any such redemption with
accrued interest to the Redemption Date, but interest installments due will be payable to the
Registered Holder on the relevant Regular Record Date if the Redemption Date is an Interest Payment
Date. The Bank may elect to redeem less than the entire principal amount hereof; provided, that
the principal amount, if any, of this Note that remains outstanding after such redemption is an
Authorized Denomination. In the event of any redemption in part, the Bank will not be required to
(i) issue, register the transfer of, or exchange any Note during a period beginning at the opening
of business 15 days before the day of the mailing of the notice of redemption of Notes selected for
redemption and ending at the close of business on the date of mailing of the relevant notice of
redemption or (ii) register the transfer or exchange of any Note, or any portion thereof, called
for redemption, except the unredeemed portion of any Note being redeemed in part.










 



14



IN WITNESS WHEREOF, the Bank has caused this Note to be duly executed and countersigned as of the
date set forth herein.



This Note is not valid for any purpose until countersigned by the Fiscal and Paying Agent or such
other institution as may be appointed by the Bank and the certificate of authentication affixed
hereon.




	 	 	 
	Countersigned for

	 	[INSERT NAME OF ISSUING BANK]
	authentication only
	 	 
	THE BANK OF NEW YORK TRUST COMPANY,
	 	 
	N.A., AS FISCAL AND PAYING AGENT
	 	 






	 	 	 	 	 	 	 
	By

	 	 	 	By	 	 
	 

	 	 
	 	 	 	 
	 

	 	Authorized Signature
	 	 	 	Authorized Signature












 



15


OPTION TO ELECT REPAYMENT



The undersigned hereby irrevocably request(s) and instruct(s) the Bank to repay the within Note (or
portion thereof specified below) pursuant to its terms at a price equal to the Repayment Price,
together with interest to the repayment date, to the undersigned, at



 






 





(Please print or typewrite name and address of the Undersigned)



For this Note to be repaid the Fiscal and Paying Agent must receive at its Corporate Trust Office,
located at [           ], Attention: [           ], or at such other place or places of which the Bank shall from time
to time notify the Holder of the within Note, not more than 45, nor less than 30, days prior to an
Optional Repayment Date, if any, shown on the face of the within Note, either (i) this Note with
this “Option to Elect Repayment” form duly completed, or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the National Association
of Securities Dealers, Inc. or a commercial bank or trust company in the United States of America
setting forth the name of the Registered Holder of the Note, the principal amount of the Note, the
principal amount of the Note to be repaid, the certificate number or a description of the tenor and
terms of the Note, a statement that the option to elect repayment is being exercised thereby and a
guaranty that the Note to be repaid with this form entitled “Option to Elect Repayment” duly
completed will be received by the Fiscal and Paying Agent not later than five Business Days after
the date of such telegram, telex, facsimile transmission or letter and such Note and form duly
completed are received by the Fiscal and Paying Agent by such fifth Business Day.



If less than the entire principal amount of the within Note is to be repaid, specify the portion
thereof (which shall be increments of $1,000) which the Holder elects to have repaid: $                    ; and
specify the denomination or denominations (which shall be $250,000 or an integral multiple of
$1,000 in excess of $250,000) of the Notes to be reissued to the Holder for the portion of the
within Note not being repaid (in the absence of any such specification, one such Note will be
issued for the portion not being repaid): $                     .




	 	 	 
	Date:                                        

	 	 

Note: The signature on this Option to Elect Repayment
must correspond with the name as written upon the face of this
Note in every particular without alteration or enlargement.












 



16


 





ABBREVIATIONS



The following abbreviations, when used in the inscription on the face of this instrument, shall be
construed as though they were written out in full according to applicable laws or regulations:



FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto




	 	 	 	 	 
	 	 	TEN COM – as tenants in common
	 
	 	 	 	 
	 	 	TEN ENT – as tenants by the entireties
	 
	 	 	 	 
	 	 	JT ENT – as joint tenants with right of survivorship and not as tenants in common
	 
	 	 	 	 
	 

	 	UNIF TRANS MIN F	 	 
	 

	 	 	 
	 

	 	 	(Cust)	 (Minor)                
	 
	 	 	 	 
	 

	 	 	 	Custodian under Uniform Transfer to Minors Act
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	                                                            (State)





Additional abbreviations may be used though not in the above list.



 






FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE





 

(Name and address of assignee, including zip code, must be printed or typewritten)





 

the within Note, and all rights thereunder, hereby irrevocably constituting and appointing





 

to transfer said Note on the books of the within Bank, with full power of substitution in the premises.




	 	 	 
	Dated:                                         
	 	 
	 

	 	 
	 
	 	 
	 

	 	 




NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within Note in every particular, without alteration or enlargement or any change whatever and
must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Fiscal
and Paying Agent, which requirements include membership or participation in
STAMP or such other “signature guaranty program” as may be determined by the Fiscal and Paying
Agent in addition to or in substitution for STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.










 








EXHIBIT B-2 TO

FISCAL AND PAYING

AGENCY AGREEMENT

(Medium-Term Floating)



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER OR EXCHANGE AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



[SENIOR NOTE: THIS BANK NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL
OBLIGATION OF THE BANK. THE OBLIGATION EVIDENCED BY THIS BANK NOTE RANKS PARI PASSU WITH ALL OTHER
UNSECURED AND UNSUBORDINATED OBLIGATIONS OF THE BANK, EXCEPT OBLIGATIONS, INCLUDING DEPOSITS, THAT
ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW.]



[SUBORDINATED NOTE: THE OBLIGATION EVIDENCED BY THIS BANK NOTE IS AN OBLIGATION OF THE BANK AND IS
SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE BANK, IS INELIGIBLE AS
COLLATERAL FOR A LOAN BY THE BANK AND IS NOT SECURED.]



THIS BANK NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.



THIS BANK NOTE MUST BE SOLD IN MINIMUM DENOMINATIONS OF $250,000 AND IS NOT EXCHANGEABLE FOR NOTES
IN SMALLER DENOMINATIONS.




	 	 	 
	REGISTERED

	 	REGISTERED
	 
	 	 
	No. FLR.                                         
	 	 
	 
	 	 
	CUSIP                                         
	 	 












 



2


FLOATING RATE NOTE

[INSERT NAME OF THE ISSUING BANK]




	 	 	 
	ORIGINAL ISSUE DATE:

	 	STATING MATURITY:
	 
	 	 
	INITIAL INTEREST RATE:

	 	SPREAD:
	 
	 	 
	INDEX MATURITY:

	 	SPREAD MULTIPLIER:
	 
	 	 
	INTEREST RATE BASIS:

	 	REGULAR RECORD DATES:
	 
	 	 
	MAXIMUM INTEREST RATE:

	 	INTEREST PAYMENT DATES:
	 
	 	 
	MINIMUM INTEREST RATE:

	 	INTEREST DETERMINATION DATES:
	 
	 	 
	INTEREST RESET DATES:

	 	CALCULATION DATE:
	 
	 	 
	REPAYMENT DATE(S):

	 	REDEMPTION DATES:
	 
	 	 
	REPAYMENT PRICE:

	 	REDEMPTION PRICE:
	 
	 	 
	OTHER REPAYMENT TERMS:

	 	OTHER REDEMPTION TERMS:
	 
	 	 
	OTHER TERMS:
	 	 
	 
	 	 
	ORIGINAL ISSUE DISCOUNT NOTE:
	 	 






	 	 	 	 	 
	Yes

	 	No
	 	 
	o

	 	o	 	 





If this Note was issued with “original issue discount” for purposes of Section 1273 of the Internal
Revenue Code of 1986, as amended, the following shall be completed:




	 	 	 	 	 	 	 
	 	 	TOTAL AMOUNT OF:

OID:	 	ISSUE PRICE (expressed as a
percentage of aggregate principal
amount):
	 
	 	 	 	 	 	 
	YIELD TO MATURITY:

(compounded _______)	 	SHORT ACCRUAL

PERIOD OID:	 	METHOD USED TO DETERMINE

YIELD FOR SHORT ACCRUAL PERIOD:
	 
	 	 	 	 	 	 
	 

	 	 	 	Approximate
	 	Exact
	 

	 	 	 	o
	 	o





[insert name of the Issuing Bank] (the “Bank”, which term includes any successor thereof) for value
received, hereby promises to pay the sum of                      U.S. dollars ($                    ) to CEDE & CO. (the “Registered
Holder”) as nominee of The Depository Trust Company (“DTC”) as custodian for participants each
acting for themselves and as nominee or custodian for others,















 








  3



including trusts, pension and retirement plans and accounts, fiduciaries, custodians and nominees
(the “Participants”) on the Stated Maturity and to pay interest on a regular periodic basis as
specified herein.



Interest on this Note shall be payable monthly, quarterly, semiannually, or annually on each
Interest Payment Date specified herein and on the Stated Maturity specified herein at a rate per
annum equal to the Initial Interest Rate specified herein until the first Interest Reset Date
specified herein following the Original Issue Date specified herein and thereafter at a rate
determined in accordance with the provisions herein under the heading(s) “Determination of
Commercial Paper Rate”, “Determination of CD Rate”, “Determination of Fed Funds Rate”,
“Determination of LIBOR”, “Determination of Treasury Rate”, “Determination of Prime Rate” or
“Determination of CMT Rate”, depending upon whether the Interest Rate Basis is Commercial Paper
Rate, CD Rate, Fed. Funds Rate, LIBOR, Treasury Rate, Prime Rate, CD Rate, CMT Rate, to the person
in whose name this Note is registered at the close of business on the Regular Record Date whether
or not a Business Day (as defined herein); provided, however, that if the Original
Issue Date is between a Regular Record Date and an Interest Payment Date, interest payments will
commence on the Interest Payment Date following the next succeeding Regular Record Date; and
provided, further, that if an Interest Payment Date or Interest Reset Date would
fall on a day that is not a Business Day, such Interest Payment Date or Interest Reset Date shall
be the following day that is a Business Day, except that if the Interest Rate Basis is LIBOR, where
such following Business Day falls in the next calendar month, such Interest Payment Date or
Interest Reset Date shall be the next preceding day that is a Business Day. “Business Day” means
any day that is not a Saturday or Sunday and that is not a day on which banking institutions are
authorized or obligated by law or executive order to close in the City of New York, New York and
the City of Green Bay, Wisconsin; or with respect to LIBOR Notes, is also a London Business Day.
“London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in
the London interbank market.



Principal, premium, if any, and interest payments on Notes will be paid in immediately available
funds to the Registered Holder.



The Registered Holder may declare the principal amount of, and accrued interest on, this Note to be
due and payable immediately if an Event of Default with respect to this Note shall have occurred
and be continuing at the time of such declaration. Any Event of Default with respect to this Note
may be waived by the Registered Holder.



[Senior Notes: For purposes of this Note, an “Event of Default” shall mean any one of the following
events:





	 	(1)	 	default in the payment of any interest upon the Note when it becomes
due and payable, and continuance of such default for a period of 30 days; or
	 
	 	(2)	 	default in the payment of the principal of (or premium, if any, on) the
Note when due; or
	 
	 	(3)	 	default in the performance of any covenant or agreement of the Bank
contained in the Note which continues for 60 days after receipt of written notice
given by










 



4


	 	 	 	the Registered Holder hereof; or
	 
	 	(4)	 	the Bank shall consent to the appointment of a conservator or receiver
or liquidator or trustee or other similar official in any insolvency, receivership,
liquidation, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Bank or of or relating to all or substantially
all of its property; or a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a conservator
or receiver or liquidator or trustee or other similar official in any insolvency,
receivership, liquidation, readjustment of debt, marshaling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Bank and such decree or order shall
have remained in force undischarged or unstayed for a period of 60 consecutive
days; or the Bank shall file a petition to take advantage of any applicable
insolvency or reorganization statute.]




[Subordinated Notes: For purposes of this Note, an “Event of Default” shall occur if the Bank
shall consent to the appointment of a conservator or receiver or liquidator or trustee or other
similar official in any insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings of or relating to the Bank or of or relating to all or substantially all of its
property; or a decree or order of a court or agency or supervisory authority having jurisdiction in
the premises for the appointment of a conservator or receiver or liquidator or trustee or other
similar official in any insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered
against the Bank and such decree or order shall have remained in force undischarged or unstayed for
a period of 60 consecutive days; or the Bank shall file a petition to take advantage of any
applicable insolvency or reorganization statute.



The holder of this Note, by its acceptance hereof, agrees that the indebtedness of the Bank
evidenced by this Note, including the principal, premium, if any, and interest, is unsecured and
subordinate and junior in right of payment to the Bank’s obligations to its depositors, its
obligations under banker’s acceptances and letters of credit, and its obligations to its other
creditors (including any obligations to any Federal Reserve Bank and the FDIC ), whether
outstanding at the time this Note is issued or thereafter incurred (except any obligations which by
their express terms rank on a parity with or junior to this Note), and that in the case of any
insolvency proceedings, receivership, conservatorship, reorganization, readjustment of debt,
marshaling of assets and liabilities or similar proceedings or any liquidation or winding up of or
relating to the Bank, whether voluntary or involuntary, all such obligations (except obligations
which rank on parity with or junior to this Note) shall be entitled to be paid in full before any
payment shall be made on account of the principal of, premium, if any, or interest on this Note.
In the event of any such proceeding, after payment in full of all sums owing with respect to such
prior obligations, the holder of this Note, together with the holders of any obligations of the
Bank ranking on a parity with this Note, shall be entitled to be paid pro rata from the remaining
assets of the Bank the unpaid principal of, the unpaid premium, if any, and the unpaid interest on,
this Note or such other obligations before any payment or other distribution, whether in cash,
property, or










 



5



otherwise, shall be made on account of any capital stock or any obligations of the Bank ranking
junior to this Note.



This Note contains no limitation on the amount of senior debt, deposits or other obligations that
rank senior to this Note that maybe hereafter incurred or assumed by the Bank.]



All notices to the Bank under this Note shall be in writing and addressed to the Fiscal and Paying
Agent at [            ], Attention: [           ], or to such other address as the Bank may notify the Registered
Holder.



This Note shall be governed by and construed in accordance with the laws of the State of New York.
No interest will accrue on this Note after its maturity.



Interest:



Interest payable with respect to each interest payment period shall accrue to but not include the
applicable Interest Payment Date or the Stated Maturity, as the case may be. Accrued interest
hereon from the Issue Date or from the last date to which interest shall have been paid, as the
case may be, shall be an amount calculated by multiplying the face amount hereof by an accrued
interest factor. Such accrued interest factor shall be computed by adding the interest factors
calculated for each day from the Original Issue Date or from the last date to which interest shall
have been paid, as the case may be, to the date for which accrued interest is being calculated.
The interest factor for each such day shall be computed by dividing the interest rate applicable to
such day by 360 if the Interest Rate Basis is the Commercial Paper Rate, CD Rate, Fed Funds Rate,
LIBOR or Prime Rate, as indicated herein, or by the actual number of days in the year if the
Interest Rate Basis is the Treasury Rate or CMT Rate, as indicated herein.



The rate of interest borne by this Note will be reset daily, weekly, monthly, quarterly,
semiannually or annually, as specified above. The “Interest Reset Date” will be the date specified
above; provided, however, that the interest rate in effect from the Original Issue
Date to the first Interest Reset Date will be the “Initial Interest Rate” (as specified herein).
Each such adjusted rate shall be applicable on and after the Interest Reset Date to which it
relates, to, but not including, the next succeeding Interest Reset Date, or until the Stated
Maturity, as the case may be. If any Interest Reset Date would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next succeeding day that is a
Business Day, except that in the case of a LIBOR Note, where such following Business Day is in the
next succeeding calendar month, such Interest Reset Date shall be the immediately preceding
Business Day.



Determination of Commercial Paper Rate:



If the Interest Rate Basis specified on the face hereof is the Commercial Paper Rate, the interest
rate with respect to this Note for any Interest Reset Date shall be the Commercial Paper Rate plus
or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if any, as specified on
the face hereof, as determined on the applicable Interest Determination Date.



“Commercial Paper Rate” means, with respect to any Interest Determination Date, the Money Market
Yield (as defined below) on such date of the rate quoted on a discount basis for










 



6



commercial paper having the Index Maturity specified on the face hereof as published in H.15(519)
under the heading “Commercial Paper-Nonfinancial.” In the event that such rate is not published by
3:00 P.M., New York City time, on the Calculation Date pertaining to such Commercial Paper Interest
Determination Date, then the Commercial Paper Rate shall be the Money Market Yield on such
Commercial Paper Interest Determination Date of the rate of commercial paper of the specified Index
Maturity as published in H.15 Daily Update (as hereinafter defined) under the heading “Commercial
Paper-Nonfinancial” (with an Index Maturity of one month or three months being deemed to be
equivalent to an Index Maturity of 30 days or 90 days, respectively). If such rate is published
neither in H.15(519) nor in H.15 Daily Update by 3:00 P.M., New York City time, on such Calculation
Date, the Commercial Paper Rate for that Commercial Paper Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of
the offered rates as of 11:00 A.M., New York City time, on that Commercial Paper Interest
Determination Date, of three leading dealers of commercial paper in The City of New York selected
by the Calculation Agent for commercial paper of the specified Index Maturity placed for an
industrial issuer whose senior unsecured bond rating is “AA,” or the equivalent, from a nationally
recognized securities rating agency; provided, however, that if the dealers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate
with respect to such Commercial Paper Interest Determination Date will be the Commercial Paper Rate
in effect on such date.



“H.15 Daily Update” means the daily update of H.15(519), available through the world-wide-web site
of the Board of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or publication.



“Money Market Yield” shall be a yield (expressed as a percentage) calculated in accordance with the
following formula:




	 	 	 	 	 
	Money Market Yield =

	 	D x 360
	 	x 100
	 

	 	 	 	 
	 

	 	360 – (D x M)	 	 





where “D” refers to the per annum rate for commercial paper quoted on a bank discount basis and
expressed as a decimal and “M” refers to the actual number of days in the interest period for which
interest is being calculated.



Determination of CD Rate:



If the Interest Rate Basis specified on the face hereof is the CD Rate, the interest rate with
respect to this Note for any Interest Reset Date shall be the CD Rate plus or minus the Spread, if
any, and/or multiplied by the Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable Interest Determination Date.



“CD Rate” means, with respect to any Interest Determination Date, the rate on such date for
negotiable certificates of deposit having the Index Maturity specified on the face hereof as
published in H.15(519) under the heading “CDs (Secondary Market)”. In the event that such rate is
not so published before 3:00 P.M., New York City time, on the Calculation Date pertaining to










 



7



such CD Interest Determination Date, the CD Rate will be the rate on such CD Interest Determination
Date for negotiable certificates of deposit having the Index Maturity specified on the face hereof
as published in H.15 Daily Update, under the caption “CDs (Secondary Market).” If such rate is
published neither in H.15(519) nor H.15 Daily Update by 3:00 P.M., New York City time, on such
Calculation Date, the CD Rate for such CD Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00
A.M., New York City time, on such CD Interest Determination Date, of three leading nonbank dealers
of negotiable U.S. dollar certificates of deposit in The City of New York (which may include one or
more of the Agents) selected by the Calculation Agent for negotiable certificates of deposit in a
denomination of $5,000,000 of the four highest rated banks (as rated by two nationally recognized
rating agencies) of the 25 largest United States banks ranked by asset size based on the most
recent year-end survey published in The American Banker (or a comparable publication) with a
remaining maturity closest to the Index Maturity specified on the face hereof; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the CD Rate determined on such CD Interest Determination Date will be the CD Rate in
effect on such date.



Determination of Fed Funds Rate:



If the Interest Rate Basis specified on the face hereof is the Fed Funds Rate, the interest rate
with respect to this Note for any Interest Reset Date shall be the Fed Funds Rate plus or minus the
Spread, if any, and/or multiplied by the Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable Interest Determination Date.



“Fed Funds Rate” means, with respect to any Interest Determination Date, the rate on such date for
Federal Funds having the Index Maturity as specified on the face hereof as published in H.15(519)
under the heading “Federal Funds (Effective)”, as such rate is displayed on Telerate Page 120. In
the event that such rate does not appear on Telerate Page 120 or is not published by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Fed Funds Interest Determination Date,
the Fed Funds Rate will be the rate on such Fed Funds Interest Determination Date for Federal Funds
having the specified Index Maturity as published in H.15 Daily Update under the heading “Federal
Funds (Effective Rate).” If by 3:00 P.M., New York City time, on the Calculation Date pertaining to
such Fed Funds Interest Determination Date such rate does not appear on Telerate Page 120 or is not
yet published in either H.15(519) or H.15 Daily Update, then the Fed Funds Rate on such Fed Funds
Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic
mean of the rates as of 9:00 A.M. New York City time, on such Fed Funds Interest Determination Date
for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal
Funds transactions in The City of New York selected by the Calculation Agent; provided, however,
that if the brokers selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Fed Funds Rate with respect to such Fed Funds Interest Determination Date will
be the Fed Funds Rate in effect on such date.



Determination of LIBOR:










 



8



If the Interest Rate Basis specified on the face hereof is LIBOR, the interest rate with respect to
this Note for any Interest Reset Date shall be LIBOR plus or minus the Spread, if any, and/or
multiplied by the Spread Multiplier, if any, as specified on the face hereof, as determined on the
applicable Interest Determination Date.



“LIBOR” will be determined by the Calculation Agent in accordance with the following provisions:





     (a) LIBOR will be either the rate for deposits in U.S. dollars having the Index
Maturity designated on the face hereof commencing on the second London Business Day
immediately following that LIBOR Interest Determination Date, that appears on the Telerate
Page 3750, as of 11:00 A.M., London time, on that LIBOR Interest Determination Date (“LIBOR
Telerate”) or (ii) the arithmetic mean of the offered rates for deposits in U.S. dollars
having the Index Maturity designated on the face hereof, commencing on the second London
Business Day immediately following that LIBOR Interest Determination Date, that appear on
the Reuters Screen LIBO Page as of 11:00 A.M., London time, on that LIBOR Interest
Determination Date, if at least two such offered rates appear on the Reuters Screen LIBO
Page (“LIBOR Reuters”). “Telerate Page 3750” means the display designated as page “3750” on
the Telerate Service (or such other page as may replace the 3750 page on that service or
such other service or services as may be nominated by the British Bankers’ Association for
the purpose of displaying London interbank offered rates for U.S. dollar deposits).
“Reuters Screen LIBO Page” means the display designated as page “LIBO” on the Reuters
Monitor Money Rates Service (or such other page as may replace the LIBO page on that service
for the purpose of displaying London interbank offered rates of major banks). If neither
LIBOR Telerate nor LIBOR Reuters is specified on the face hereof, LIBOR will be determined
as if LIBOR Telerate had been specified. If no rate appears on the Telerate Page 3750, or
if fewer than two offered rates appear on the Reuters Screen LIBO Page, as applicable, LIBOR
in respect of that LIBOR Interest Determination Date will be determined as if the parties
had specified the rate described in (b) below.




     (b) With respect to a LIBOR Interest Determination Date on which no rate appears on
Telerate Page 3750, as specified in (a)(i) above, or on which fewer than two offered rates
appear on the Reuters Screen LIBO Page, as specified in (a)(ii) above, as applicable, LIBOR
will be determined on the basis of the rates at which deposits in U.S. dollars having the
Index Maturity designated on the face hereof are offered at approximately 11:00 A.M., London
time, on that LIBOR Interest Determination Date by four major banks in the London interbank
market selected by the Calculation Agent (“LIBOR Reference Banks”) to prime banks in the
London interbank market commencing on the second London Business Day immediately following
that LIBOR Interest Determination Date and in a principal amount equal to an amount of not
less than $1,000,000 that is representative for a single transaction in such market at such
time. The Calculation Agent will request the principal London office of each of the LIBOR
Reference Banks to provide a quotation of its rate. If at least two such quotations are
provided, LIBOR in respect of that LIBOR Interest Determination Date will be the arithmetic
mean of such quotations. If fewer than two quotations are provided, LIBOR in









 



9



respect of that LIBOR Interest Determination Date will be the arithmetic mean of the
rates quoted at approximately 11:00 A.M., New York City time, on that LIBOR Interest
Determination Date by three major banks in The City of New York selected by the Calculation
Agent for loans in U.S. dollars to leading European banks having the Index Maturity
designated on the face hereof commencing on the second London Business Day immediately
following that LIBOR Interest Determination Date and in a principal amount equal to an
amount of not less than $1,000,000 that is representative for a single transaction in such
market at such time; provided, however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, LIBOR with respect to such
LIBOR Interest Determination Date will be the rate of LIBOR in effect on such date.


Determination of Treasury Rate:



If the Interest Rate Basis specified on the face hereof is the Treasury Rate, the interest rate
with respect to this Note for any Interest Reset Date shall be the Treasury Rate plus or minus the
Spread, if any, and/or multiplied by the Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable Interest Determination Date.



“Treasury Rate” means, with respect to any Interest Determination Date, the rate from the auction
held on such Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the
United States (“Treasury Bills”) having the Index Maturity specified on the face hereof under the
caption “INVESTMENT RATE” on the display on Telerate on page 56 (or any other page as may replace
such page on such service) (“Telerate Page 56”) or page 57 (or any other page as may replace such
page on such service (“Telerate Page 57”) or, if not so published by 3:00 P.M., New York City time,
on the related Calculation Date, the Bond Equivalent Yield (as hereinafter defined) of the rate for
such Treasury Bills as published in H.15 Daily Update under the caption “U.S. Government
Securities/Treasury Bills/Auction High” or, if not so published by 3:00 P.M., New York City time,
on the related Calculation Date, the Bond Equivalent Yield of the auction rate of such Treasury
Bills as announced by the United States Department of Treasury. In the event that the auction rate
of Treasury Bills having the Index Maturity specified on the face hereof is not so announced by the
United States Department of the Treasury, or if no such auction is held, then the Treasury Rate
will be the Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination Date of
Treasury Bills having the Index Maturity specified on the face hereof as published in H.15(519)
under the caption “U.S. Government Securities/Treasury Bills/Secondary Market” or, if not yet
published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such
Treasury Rate Interest Determination Date of such Treasury Bills as published in H.15 Daily Update
under the caption “U.S. Government Securities Treasury Bills/Secondary Market.” If such rate is not
yet published in H.15(519) or H.15 Daily Update, then the Treasury Rate will be calculated by the
Calculation Agent and will be the Bond Equivalent Yield of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest
Determination Date, of three primary United States government securities dealers (which may include
one or more of the Agents) selected by the Calculation Agent, for the Issue of Treasury Bills with
a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however,
that if the dealers so selected by the calculation Agent are not quoting as mentioned in this
sentence, the








 



10


Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury
Rate in effect on such Treasury Rate Interest Determination Date.



“Bond Equivalent Yield” means a yield (expressed as a percentage) calculated in accordance with the
following formula:




	 	 	 	 	 
	Bond Equivalent Yield =

	 	D x N
	 	x 100
	 

	 	 	 	 
	 

	 	360 – (D x M)	 	 





where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount
basis, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in
the applicable Interest Reset Period.



Determination of Prime Rate:



If the Interest Rate Basis specified on the face hereof is the Prime Rate, the interest rate with
respect to this Note for any Interest Reset Date shall be the Prime Rate plus or minus the Spread,
if any, and/or multiplied by the Spread multiplier, if any, as specified on the face hereof, as
determined on the applicable Interest Determination Date.



“Prime Rate” for each such Interest Reset Date will be determined as of the Interest Determination
Date and will be the rate as such rate is published in H.15(519) under the heading “Bank Prime
Loan.” In the event that such rate is not published by 3:00 P.M., New York City time, on the
related Calculation Date, then the Prime Rate shall be the rate on such Prime Rate Interest
Determination Date as published in H.15 Daily Update opposite the caption “Bank Prime Loan”. In
the event that such rate is not published by 3:00 P.M., New York City time, on the related
Calculation Date, in either H.15(519) or H.15 Daily Update, then the Prime Rate shall be the
arithmetic mean of the rates of interest publicly announced by each bank that appears on the
Reuters Screen USPRIME 1 Page (as defined below) as such bank’s prime rate or base lending rate as
in effect for such Prime Rate Interest Determination Date. If fewer than four such rates but more
than one such rate appear on the Reuters Screen USPRIME 1 Page for such Prime Rate Interest
Determination Date, the Prime Rate shall be the arithmetic mean of the prime rates quoted on the
basis of the actual number of days in the year divided by a 360-day year as of the close of
business on such Prime Rate Interest Determination Date by three, or two if only two such rates are
quoted, major money center banks in The City of New York (which may include affiliates of certain
of the Agents) selected by the Calculation Agent. If fewer than two such rates appear on the
Reuters Screen USPRIME 1 Page, the Prime Rate will be determined by the Calculation Agent on the
basis of the rates furnished in The City of New York by three, or two if only two such rates are
quoted, substitute banks or trust companies organized and doing business under the laws of the
United States, or any state thereof, having total equity capital of at least $500 million and being
subject to supervision or examination by a federal or state banking authority, selected by the
Calculation Agent to provide such rate or rates; provided, however, that if fewer than two such
substitute banks or trust companies selected as aforesaid are quoting as mentioned in this
sentence, the Prime Rate determined as of such Prime Rate Interest Determination Date shall be the
Prime Rate in effect on such Prime Rate Interest Determination Date.










 



11



“Reuters Screen USPRIME 1 Page” means the display on the Reuters Monitor Money Rates Service on the
“USPRIME 1” page (or such other page as may replace the Reuters Screen USPRIME 1 Page on that
service for the purpose of displaying prime rates or base lending rates of major United States
banks).



Determination of CMT Rate:



If the Interest Rate Basis specified on the face hereof is the CMT Rate, the interest rate with
respect to this Note for any Interest Reset Date shall be the CMT Rate plus or minus the Spread, if
any, and/or multiplied by the Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable Interest Determination Date.



“CMT Rate” means, with respect to any Interest Determination Date, the rate displayed on the
Designated CMT Telerate Page (as defined below) under the caption “... Treasury Constant Maturities
.... Federal Reserve Board Release H.15 ... Mondays Approximately 3:45 P.M.,” under the column for
the Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is
7051, the rate on such Interest Determination Date and (ii) if the Designated CMT Telerate Page is
7052, the week, or the month, as applicable, ended immediately preceding the week in which the
applicable Interest Determination Date occurs. If such rate is no longer displayed on the relevant
page, or if not displayed by 3:00 P.M., New York City time, on the Calculation Date pertaining to
such Interest Determination Date, then the CMT Rate for such Interest Determination Date will be
such treasury constant maturity rate for the Designated CMT Maturity Index as published in the
relevant H.15(519). If such rate is no longer published, or if not published by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Interest Determination Date, then the
CMT Rate for such Interest Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the Designated CMT Maturity
Index) for the Interest Determination Date with respect to such Interest Reset Date as may then be
published by either the Federal Reserve Board or the United States Department of the Treasury that
the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated
CMT Telerate Page and published in the relevant H.15(519). If such information is not provided by
3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination
Date, then the CMT Rate for the Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity, based on the arithmetic mean of the secondary market closing
offer side prices as of approximately 3:30 P.M., New York City time, on the Interest Determination
Date reported, according to their written records, by three leading primary United States
government securities dealers (each, a “Reference Dealer”) in The City of New York selected by the
Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States (“Treasury Notes”) with an original
maturity of approximately the Designated CMT Maturity Index and a remaining term to maturity of not
less than such Designated CMT Maturity Index minus one year. If the Calculation Agent cannot
obtain three such Treasury Note quotations, the CMT Rate for such Interest Determination Date will
be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean
of the secondary market offer side prices as of approximately 3:30 P.M., New York City time, on








 



12


the Interest Determination Date of three Reference Dealers in The City of New York (from five such
Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest quotation (or, in the event of equality,
one of the lowest)), for Treasury Notes with an original maturity of the number of years that is
the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to
the Designated CMT Maturity Index and in an amount
 of at least $100,000,000. If three or four (and
not five) of such Reference Dealers are quoting as described above, then the CMT Rate will be based
on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of such
quotes will be eliminated; provided however, that if fewer than three Reference Dealers selected by
the Calculation Agent are quoting as described herein, the CMT Rate will be the CMT Rate in effect
on such Interest Determination Date. If two Treasury Notes with an original maturity as described
in the third preceding sentence, have remaining terms to maturity equally close to the Designated
CMT Maturity Index, the quotes for the CMT Rate Note with the shorter remaining term to maturity
will be used.



“Designated CMT Telerate Page” means the display on the Dow Jones Telerate Service on the page
specified on the face hereof (or any other page as may replace such page on that service for the
purpose of displaying Treasury Constant Maturities as published in H.15(519)) for the purpose of
displaying Treasury Constant Maturities as published in H.15(519). If no such page is specified on
the face hereof, the Designated CMT Telerate Page shall be 7052, for the most recent week.



“Designated CMT Maturity Index” means the original period to maturity of the Treasury Notes
specified on the face hereof, with respect to which the CMT Rate will be calculated. If no such
maturity is specified on the face hereof, the Designated CMT Maturity Index shall be two years.



General



Notwithstanding the determination of the interest rate as provided above, the interest rate on this
Note for any interest period shall not be greater than the Maximum Interest Rate, if any, and/or
less than the Minimum Interest Rate, if any, specified on the face hereof. The interest rate on
this Note will in no event be higher than the maximum rate permitted under applicable state law as
the same may be modified by United States law of general application.



The Calculation Agent will, upon the request of the beneficial owner of this Note, provide the
interest rate then in effect and, if determined, the interest rate which will become effective as a
result of a determination made with respect to the most recent Interest Determination Date with
respect to this Note. Unless changed by the Bank, in its sole discretion, the Fiscal and Paying
Agent will act as Calculation Agent for this Note and thereafter the Calculation Agent shall be
such agent as selected by the Bank. The Bank shall notify the Registered Holder and the Depository
Trust Company of any change in Calculation Agent.



The Interest Determination Date pertaining to an Interest Reset Date will be the second Business
Day preceding such Interest Reset Date for all Notes other than Notes with an Interest Reset Basis
of LIBOR or the Treasury Rate. If the Interest Rate Basis specified on the face hereof is LIBOR,
the Interest Determination Date pertaining to an Interest Reset Date will be the second London
Business Day next preceding such Interest Reset Date. If the Interest Rate Basis specified on the
face hereof is the Treasury Rate, the Interest Determination Date pertaining to an Interest Reset








 



13


Date will be the day of the week in which such Interest Reset Date falls on which Treasury Bills
would normally be auctioned (generally, Monday). If as the result of a legal holiday, an auction
is held on the preceding Friday, such Friday will be the Interest Determination Date pertaining to
the Interest Reset Date occurring in the next succeeding week. If an auction date shall fall on
any Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date shall instead be
the first Business Day immediately following such auction.



All dollar amounts used in or resulting from any calculation will be rounded to the nearest cent
with one-half cent being rounded upward. Unless otherwise specified herein, all percentages
resulting from any calculation will be rounded, if necessary, to the nearest one-hundred thousandth
of a percent, with five one-millionths of a percent rounded upwards, e.g., 9.876545% (or .09876545)
being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or
..0987654).



The “Calculation Date”, where applicable, pertaining to an Interest Determination Date is the
earlier of (i) the tenth calendar day after such Interest Determination Date, or if such day is not
a Business Day, the next succeeding Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Stated Maturity, as the case may be.



The Notes of this series are issuable only in registered form without coupon in denominations of
$250,000 and integral multiples of $1,000 in excess thereof (each an “Authorized Denomination”).



This Note may be subject to repayment at the option of the Registered Holder hereof on the
Repayment Date(s) indicated on the face hereof. If no such date is set forth on the face hereof,
this Note may not be so repaid at the option of the Registered Holder hereof prior to Stated
Maturity. On each Repayment Date, if any, this Note shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal hereof shall be at least $250,000) at
the option of the Registered Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid, or if this Note is an Original Issue Discount Note (as specified on the face
hereof), the applicable Repayment Price specified on the face hereof, together in the case of any
such repayment with interest thereon payable to the Repayment Date, but interest installments due
prior to the Repayment Date will be payable to the Registered Holder on the relevant Regular Record
Date or special record date. For this Note to be repaid in whole or in part at the option of the
Registered Holder hereof, the Fiscal and Paying Agent must receive, at its address set forth below,
not more than 45, nor less than 30, days prior to an Repayment Date, if any, either (i) this Note
accompanied by the form entitled “Option to Elect Repayment” below duly completed, or (ii) a
facsimile transmission or letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States
of America setting forth the name of the Registered Holder, the principal amount of the Note, the
principal amount of the Note to be repaid, the certificate number or a description of the tenor and
terms of the Note, a statement that the option to elect repayment is being exercised thereby and a
guaranty that the Note to be repaid with the form entitled “Option to Elect Repayment” on the Note
duly completed will be received by the Fiscal and Paying Agent not later than five Business Days
after the date of such facsimile transmission or letter and such Note and form duly completed are
received by the Fiscal and Paying Agent by such fifth Business Day.










 



14




Exercise of such repayment option by the Registered Holder hereof shall be irrevocable, except a
Registered Holder tendering after receipt of a notice of an extension of maturity.



If so provided on the face of this Note, this Note may be redeemed by the Bank on any Redemption
Date (or range of Redemption Dates) so indicated on the face hereof. If no Redemption Date (or
range of Redemption Dates) is set forth on the face hereof, this Note may not be redeemed prior to
its Stated Maturity. If one or more Redemption Dates (or ranges of Redemption Dates) are so
specified, this Note is subject to redemption at the option of the Bank, upon notice to the
Registered Holder at its address in the Note Registers of the Fiscal and Paying Agent by
first-class mail, not less than 30 nor more than 45 days prior to the Redemption Date specified in
such notice, at the applicable redemption price specified on the face hereof (expressed as a
percentage of the principal amount of this Note) together in the case of any such redemption with
accrued interest to the Redemption Date, but interest installments due will be payable to the
Registered Holder on the relevant Regular Record Date if the Redemption Date is an Interest Payment
Date. The Bank may elect to redeem less than the entire principal amount hereof; provided, that
the principal amount, if any, of this Note that remains outstanding after such redemption is an
Authorized Denomination. In the event of any redemption in part, the Bank will not be required to
(i) issue, register the transfer of, or exchange any Note during a period beginning at the opening
of business 15 days before the day of the mailing of the notice of redemption of Notes selected for
redemption and ending at the close of business on the date of mailing of the relevant notice of
redemption or (ii) register the transfer or exchange of any Note, or any portion thereof, called
for redemption, except the unredeemed portion of any Note being redeemed in part.










 



15




IN WITNESS WHEREOF, the Bank has caused this Note to be duly executed and countersigned as of the
date set forth herein.



This Note is not valid for any purpose until countersigned by the Fiscal and Paying Agent or such
other institution as may be appointed by the Bank and the certificate of authentication affixed
hereon.




	 	 	 
	Countersigned for


	 	[INSERT NAME OF ISSUING BANK]
	authentication only
	 	 






THE BANK OF NEW YORK TRUST COMPANY,

N.A., AS FISCAL AND PAYING AGENT




	 	 	 	 	 	 	 	 	 
	By

	 	 	 	 	 	By	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Authorized Signature
	 	 	 	 	 	Authorized Signature












 



16


OPTION TO ELECT REPAYMENT



The undersigned hereby irrevocably request(s) and instruct(s) the Bank to repay the within Note (or
portion thereof specified below) pursuant to its terms at a price equal to the Repayment Price,
together with interest to the repayment date, to the undersigned, at




 




 




 





(Please print or typewrite name and address of the Undersigned)



For this Note to be repaid the Fiscal and Paying Agent must receive at its Corporate Trust Office,
located at [          ], Attention: [           ], or at such other place or places of which the Bank shall from time
to time notify the Holder of the within Note, not more than 45, nor less than 30, days prior to an
Optional Repayment Date, if any, shown on the face of the within Note, either (i) this Note with
this “Option to Elect Repayment” form duly completed, or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the National Association
of Securities Dealers, Inc. or a commercial bank or trust company in the United States of America
setting forth the name of the Registered Holder of the Note, the principal amount of the Note, the
principal amount of the Note to be repaid, the certificate number or a description of the tenor and
terms of the Note, a statement that the option to elect repayment is being exercised thereby and a
guaranty that the Note to be repaid with this form entitled “Option to Elect Repayment” duly
completed will be received by the Fiscal and Paying Agent not later than five Business Days after
the date of such telegram, telex, facsimile transmission or letter and such Note and form duly
completed are received by the Fiscal and Paying Agent by such fifth Business Day.



If less than the entire principal amount of the within Note is to be repaid, specify the portion
thereof (which shall be increments of $1,000) which the Holder elects to have repaid: $           ; and
specify the denomination or denominations (which shall be $250,000 or an integral multiple of
$1,000 in excess of $250,000) of the Notes to be reissued to the Holder for the portion of the
within Note not being repaid (in the absence of any such specification, one such Note will be
issued for the portion not being repaid):
$           .




	 	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	Note: The signature on this Option to Elect
Repayment must correspond with the name as written
upon the face of this Note in every particular without
alteration or enlargement.












 



17


 





ABBREVIATIONS



The following abbreviations, when used in the inscription on the face of this instrument, shall be
construed as though they were written out in full according to applicable laws or regulations:



TEN COM – as tenants in common


TEN ENT – as tenants by the entireties


JT ENT – as joint tenants with right of survivorship and not as tenants in common



	 	 	 	 	 	 	 	 	 
	 

	 	UNIT TRANS MIN F	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	(Cust)
	 	(Minor)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	Custodian dunder Uniform Transfer to Minors Act	 	 
	 	 	 	 	 	 
	 	 	 	 	(State)
	 	 






Additional abbreviations may be used though not in the above list.




 






FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE




 





(Name and address of assignee, including zip code, must be printed or typewritten)




 





the within Note, and all rights thereunder, hereby irrevocably constituting and appointing




 





to transfer said Note on the books of the within Bank, with full power of substitution in the
premises.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within Note in every particular, without alteration or enlargement or any change whatever and
must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Fiscal
and Paying Agent, which requirements include membership or participation in STAMP or such other
“signature guaranty program” as may be determined by the Fiscal and
Paying Agent in addition to or in substitution for STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.











 







EXHIBIT C TO

FISCAL AND PAYING

AGENCY AGREEMENT




Certificate of Authorized Representatives




     The undersigned certifies that pursuant to resolutions adopted by the Board of Directors of
Associated Bank, National Association, (the “Bank”), and with respect to the Bank Notes (the “Bank
Notes”), set forth below is a list of persons who have been duly elected or appointed and have been
duly qualified as, and on this day are, “Authorized Representatives” pursuant to Section 2.2 of the
Fiscal and Paying Agency Agreement, dated as of September 30, 2005 (the “Fiscal and Paying Agency
Agreement”), between the Banks and The Bank of New York Trust Company, N.A., as Fiscal and Paying
Agent (in such capacity, the “Fiscal and Paying Agent”), and such Authorized Representatives are
the persons authorized to provide the Fiscal and Paying Agent with instructions in accordance with
Section 2.2 of the Fiscal and Paying Agency Agreement and to execute Bank Notes on behalf of the
Bank by manual or facsimile signature authorization, and that each signature appearing below is the
person’s genuine signature.



	 	 	 	 	 
	Name
	 	Title
	 	Signature
	 
	 	 
	 	 





     IN WITNESS WHEREOF, I have hereunto signed my name.



Date:__________________________ , 2005




	 	 	 
	 

	 	 
	 

	 	Secretary













 



 




EXHIBIT D TO

FISCAL AND PAYING

AGENCY AGREEMENT




     The Administrative Procedure with respect to the Bank Notes shall be as set forth in Annex II
to the Distribution Agreement dated September 30, 2005, a copy of which procedure is attached to
this Exhibit D.