(a) the Pledged Shares and the certificates representing the Pledged Shares and any interestof Pledgor in the entries on the books of the issuer or of any financial intermediary pertaining tothe Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property orproceeds from time to time received, receivable or otherwise distributed in respect of or inexchange for any or all of the Pledged Shares; and          (b) to the extent not covered by clause (a) above, all proceeds of any or all of the foregoingPledged Collateral. For purposes of this Agreement, the term “proceeds” includes whatever isreceivable or received when Pledged Collateral or proceeds are sold, exchanged, collected orotherwise disposed of, whether such disposition is voluntary or involuntary, and includes proceedsof any indemnity or guaranty payable to Pledgor or Secured Party from time to time with respect toany of the Pledged Collateral.     2. Security for Obligations. This Agreement secures, and the Pledged Collateral iscollateral security for, the prompt payment or performance in full when due, whether at statedmaturity, by required prepayment, declaration, acceleration, demand or otherwise (including thepayment of amounts that would become due but for the operation of the automatic stay under Section362(a) of the Bankruptcy Code, 11 U.S.C. §362(a)), of all obligations and liabilities of everynature of Pledgor to the Agent and the Lenders, now or hereafter existing under or arising out ofor in connection with the Loan Documents (as defined in the Credit Agreement), the Swap Documentsor this Agreement, and all extensions or renewals thereof, whether for principal, interest , fees,expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absoluteor contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether ornot from time to time decreased or extinguished and later increased, created or incurred (all suchobligations of Pledgor being the “Secured Obligations”).     3. Delivery of Pledged Collateral. All certificates or instruments representing orevidencing the Pledged Collateral have been, and for additional Pledged Collateral will be,delivered to and held by Secured Party or such other bailee as directed by Secured Party, and shallbe in suitable form for transfer by delivery or, as applicable, shall be accompanied by Pledgor’sendorsement, where necessary, or duly executed instruments of transfer or assignment in blank, allin form and substance satisfactory to Secured Party. Upon the occurrence and during thecontinuation of an Event of Default, Secured Party shall have the right, without notice to Pledgor,to transfer to or to register in the name of Secured Party or any of its nominees any or all of thePledged Collateral, subject only to the revocable rights specified in Section 7(a). In addition,Secured Party shall have the right at
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any time to exchange certificates or instruments representing or evidencing Pledged Collateral forcertificates or instruments of smaller or larger denominations.     4. Representations and Warranties. Pledgor represents and warrants to Secured Partythat:          (a) Due Authorization, Etc. of Pledged Collateral. All of the Pledged Shares havebeen duly authorized and validly issued and are fully paid and non-assessable.          (b) Ownership of Pledged Collateral. Pledgor is the legal, record and beneficialowner of all outstanding and currently existing Pledged Collateral, and will be the legal, recordand beneficial owner of all after-acquired Pledged Collateral, free and clear of any securityinterest, lien or other encumbrance except for the security interest created by this Agreement.     5. Transfers and Other Liens. Pledgor shall:          (a) not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grantany option with respect to, any of the Pledged Collateral, (ii) create or suffer to exist anysecurity interest, lien or other encumbrance upon or with respect to any of the Pledged Collateral,except for the security interest created by this Agreement, or (iii) permit any issuer of PledgedShares to merge or consolidate unless all the outstanding capital stock of the surviving orresulting corporation is, upon such merger or consolidation, pledged hereunder and no cash,securities or other property is distributed in respect of the outstanding shares of any otherconstituent corporation;          (b) promptly deliver to Secured Party all written notices received by Pledgor with respect tothe Pledged Collateral; and          (c) pay promptly when due all taxes, assessments and governmental charges or levies imposedupon, and all claims against, the Pledged Collateral, except to the extent the validity thereof isbeing contested in good faith; provided that Pledgor shall in any event pay such taxes,assessments, charges, levies or claims not later than five days prior to the date of any proposedsale under any judgment, writ or warrant of attachment entered or filed against Pledgor or any ofthe Pledged Collateral as a result of the failure to make such payment.     6. Further Assurances. Pledgor agrees that from time to time, at the expense ofPledgor, Pledgor will promptly execute and deliver all further instruments and documents, and takeall further action, that may be necessary or
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desirable, or that Secured Party may reasonably request, in order to perfect and protect anysecurity interest granted or purported to be granted hereby or to enable Secured Party to exerciseand enforce its rights and remedies hereunder with respect to any Pledged Collateral. Withoutlimiting the generality of the foregoing, Pledgor: (i) will promptly deliver to Secured Party anystock certificates or other instruments constituting Pledged Collateral which Pledgor obtains afterthe date of this Agreement, (ii) authorizes the Secured Party to file such financing orcontinuation statements, or amendments thereto, and such other instruments or notices, as may benecessary or desirable in order to perfect and preserve the security interests granted or purportedto be granted hereby and (iii) at the request of Secured Party, appear in and defend any action orproceeding that may affect Pledgor’s title to or Secured Party’s security interest in all or anypart of the Pledged Collateral.     7. Voting Rights; Dividends; Etc.          (a) So long as no Event of Default shall have occurred and be continuing:               (i) Pledgor shall be entitled to exercise any and all voting and other consensual rightspertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with theterms of this Agreement or the Credit Agreement. It is understood, however, that neither (A) thevoting by Pledgor of any Pledged Shares for or Pledgor’s consent to the election of directors at aregularly scheduled annual or other meeting of stockholders or with respect to incidental mattersat any such meeting nor (B) Pledgor’s consent to or approval of any action otherwise permittedunder this Agreement or the Credit Agreement, shall be deemed inconsistent with the terms of thisAgreement or the Credit Agreement within the meaning of this Section 7(a)(i);               (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of thelien of this Agreement, any and all dividends paid in respect of the Pledged Collateral including,without limitation, dividends and other distributions paid or payable in cash in respect of anyPledged Collateral in connection with a partial or total liquidation or dissolution or inconnection with a reduction of capital, capital surplus or paid-in-surplus; provided,however, that any and all                    [a] dividends paid or payable other than in cash in respect of, and instruments and otherproperty received, receivable or otherwise distributed in respect of, or in exchange for, anyPledged Collateral, and
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                    [b] cash paid, payable or otherwise distributed in redemption of or in exchange for anyPledged Collateral,shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral andshall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregatedfrom the other property or funds of Pledgor and be forthwith delivered to Secured Party as PledgedCollateral in the same form as so received (with all necessary endorsements); and               (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered)to Pledgor all such dividend payment orders and other instruments as Pledgor may from time to timereasonably request for the purpose of enabling Pledgor to receive the dividends, principal orinterest payments which he is authorized to receive and retain pursuant to paragraph (ii) above.          (b) Upon the occurrence and during the continuation of an Event of Default:               (i) upon written notice from Secured Party, to Pledgor, all rights of Pledgor to exercise thevoting and other consensual rights which he would otherwise be entitled to exercise pursuant toSection 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party whoshall thereupon have the sole right to exercise such voting and other consensual rights;               (ii) all rights of Pledgor to receive the dividends which he would otherwise be authorized toreceive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereuponbecome vested in Secured Party, who shall thereupon have the sole right to receive and hold asPledged Collateral such dividends; and               (iii) all dividends which are received by Pledgor contrary to the provisions of paragraph (ii)of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall besegregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as PledgedCollateral in the same form as so received (with any necessary endorsements).          (c) In order to permit Secured Party to exercise the voting and other consensual rights whichit may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and otherdistributions which Secured Party may be entitled to receive under Section 7(b)(ii), (i) Pledgorshall promptly execute and deliver (or cause to be executed and delivered) to Secured Party allsuch proxies, dividend payment orders and other instruments as Secured Party may from time to
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time reasonably request and (ii) without limiting the effect of the immediately precedingclause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Sharesand to exercise all other rights, powers, privileges and remedies to which a holder of the PledgedShares would be entitled (including giving or withholding written consents of shareholders, callingspecial meetings of shareholders and voting at such meetings), which proxy shall be effective,automatically and without the necessity of any action (including any transfer of any Pledged Shareson the record books of the issuer thereof) by any other Person (including the issuer of the PledgedShares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxyshall only terminate upon either (a) waiver by the Secured Party of such Event of Default or (b)the payment in full of the Secured Obligations.     8. Secured Party Appointed Attorney-in-Fact. Pledgor hereby irrevocably appointsSecured Party as Pledgor’s attorney-in-fact, with full authority in the place and stead of Pledgorand in the name of Pledgor, Secured Party or otherwise, from time to time in Secured Party’sdiscretion to take any action and to execute any instrument that Secured Party may deem necessaryor advisable to accomplish the purposes of this Agreement, but consistent with the provisions andlimitations of this Agreement including:          (a) to ask, demand, collect, sue for, recover, compound, receive and give acquittance andreceipts for moneys due and to become due under or in respect of any of the Pledged Collateral;          (b) to receive, endorse and collect any instruments made payable to Pledgor representing anydividend or other distribution in respect of the Pledged Collateral or any part thereof and to givefull discharge for the same; and          (c) to file any claims or take any action or institute any proceedings that Secured Party maydeem necessary or desirable for the collection of any of the Pledged Collateral or otherwise toenforce the rights of Secured Party with respect to any of the Pledged Collateral.     9. Secured Party May Perform. If Pledgor fails to perform any agreement containedherein, Secured Party may itself perform, or cause performance of, such agreement, and the expensesof Secured Party incurred in connection therewith shall be payable by Pledgor and shall constituteSecured Obligations hereunder.     10. Standard of Care. The powers conferred on Secured Party hereunder are solely toprotect its interest in the Pledged Collateral and shall not impose any
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duty upon it to exercise any such powers. Except for the exercise of reasonable care in thecustody of any Pledged Collateral in its possession and the accounting for moneys actually receivedby it hereunder, Secured Party shall have no duty as to any Pledged Collateral, it being understoodthat Secured Party shall have no responsibility for (a) ascertaining or taking action with respectto calls, conversions, exchanges, maturities, tenders or other matters relating to any PledgedCollateral, whether or not Secured Party has or is deemed to have knowledge of such matters,(b) taking any necessary steps (other than steps taken in accordance with the standard of care setforth above to maintain possession of the Pledged Collateral) to preserve rights against anyparties with respect to any Pledged Collateral, (c) taking any necessary steps to collect orrealize upon the Secured Obligations or any guarantee therefor, or any part thereof, or any of thePledged Collateral, or (d) initiating any action to protect the Pledged Collateral against thepossibility of a decline in market value. Secured Party shall be deemed to have exercisedreasonable care in the custody and preservation of Pledged Collateral in its possession if suchPledged Collateral is accorded treatment substantially equal to that which Secured Party accordsits own property consisting of negotiable securities.     11. Remedies.          (a) If any Event of Default shall have occurred and be continuing, Secured Party may exercisein respect of the Pledged Collateral, in addition to all other rights and remedies provided forherein or otherwise available to it, all the rights and remedies of a secured party on defaultunder the Uniform Commercial Code as in effect in any relevant jurisdiction (the “Code”) (whetheror not the Code applies to the affected Pledged Collateral), and Secured Party may also in its solediscretion, without notice except as specified below, sell the Pledged Collateral or any partthereof in one or more parcels at public or private sale, at any exchange or broker’s board or atany of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at suchtime or times and at such price or prices and upon such other terms as Secured Party may deemcommercially reasonable, irrespective of the impact of any such sales on the market price of thePledged Collateral. Secured Party may be the purchaser of any or all of the Pledged Collateral atany such sale. Each purchaser at any such sale shall hold the property sold absolutely free fromany claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted byapplicable law) all rights of redemption, stay and/or appraisal which he now has or may at any timein the future have under any rule of law or statute now existing or hereafter enacted. Pledgoragrees that, to the extent notice of sale shall be required by law, at least ten days’ notice toPledgor of the time and place of any public sale or the time after which any private sale is to be
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made shall constitute reasonable notification. Secured Party shall not be obligated to makeany sale of Pledged Collateral regardless of notice of sale having been given. Secured Party mayadjourn any public or private sale from time to time by announcement at the time and place fixedtherefor, and such sale may, without further notice, be made at the time and place to which it wasso adjourned. If the proceeds of any sale or other disposition of the Pledged Collateral areinsufficient to pay all the Secured Obligations, Pledgor shall be liable for the deficiency and thereasonable fees of any attorneys employed by Secured Party to collect such deficiency.          (b) Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Actand applicable state securities laws, Secured Party may be compelled, with respect to any sale ofall or any part of the Pledged Collateral conducted without prior registration or qualification ofsuch Pledged Collateral under the Securities Act and/or such state securities laws, to limitpurchasers to those who will agree, among other things, to acquire the Pledged Collateral for theirown account, for investment and not with a view to the distribution or resale thereof. Pledgoracknowledges that any such private sales may be at prices and on terms less favorable than thoseobtainable through a public sale without such restrictions (including a public offering madepursuant to a registration statement under the Securities Act) and, notwithstanding suchcircumstances, Pledgor agrees that Secured Party shall have no obligation to engage in public salesand no obligation to delay the sale of any Pledged Collateral for the period of time necessary topermit the issuer thereof to register it for a form of public sale requiring registration under theSecurities Act or under applicable state securities laws, even if such issuer would, or should,agree to so register it.          (c) If Secured Party determines to exercise its right to sell any or all of the PledgedCollateral, upon written request, Pledgor shall and shall cause each issuer of any Pledged Sharesto be sold hereunder from time to time to furnish to Secured Party all such information as SecuredParty may request in order to determine the number of shares and other instruments included in thePledged Collateral which may be sold by Secured Party in exempt transactions under the SecuritiesAct and the rules and regulations of the Securities and Exchange Commission thereunder, as the sameare from time to time in effect.     12. Application of Proceeds. Except as expressly provided elsewhere in this Agreement,all proceeds received by Secured Party in respect of any sale of, collection from, or otherrealization upon all or any part of the Pledged Collateral shall be applied by Secured Party,unless otherwise required by law, to expenses incurred by the Secured Party in protecting orenforcing its rights under this
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Agreement (including without limitation reasonable attorneys’ fees and all expenses of takingpossession, storing, holding, preparing for disposition and disposing of the Collateral) and to theSecured Obligations in such order and amounts as elected by the Secured Party.     13. Indemnity and Expenses.          (a) Pledgor agrees to indemnify Secured Party from and against any and all claims, losses andliabilities in any way relating to, growing out of or resulting from this Agreement and thetransactions contemplated hereby (including enforcement of this Agreement), except to the extentsuch claims, losses or liabilities result solely from Secured Party’s gross negligence or willfulmisconduct as finally determined by a court of competent jurisdiction.          (b) Pledgor shall pay to Secured Party upon demand the amount of any and all costs andexpenses, including the reasonable fees and expenses of its counsel and of any experts and agents,that Secured Party may incur in connection with (i) the administration of this Agreement, (ii) thecustody or preservation of, or the sale of, collection from, or other realization upon, any of thePledged Collateral, (iii) the exercise or enforcement of any of the rights of Secured Partyhereunder, or (iv) the failure by Pledgor to perform or observe any of the provisions hereof.     14. Continuing Security Interest. This Agreement shall create a continuing securityinterest in the Pledged Collateral and shall (a) remain in full force and effect until the paymentin full of all Secured Obligations, (b) be binding upon Pledgor, his successors and assigns, and(c) inure, together with the rights and remedies of Secured Party hereunder, to the benefit ofSecured Party and its successors, transferees and assigns. Upon the final payment in full of allSecured Obligations and the termination of any commitment on the part of the Secured Party to makeadvances to Pledgor, the security interest granted hereby shall terminate and all rights to thePledged Collateral shall revert to Pledgor. Upon any such termination Secured Party will, atPledgor’s reasonable expense, promptly execute and deliver to Pledgor such documents as Pledgorshall reasonably request to evidence such termination and Pledgor shall be entitled to the return,upon his request and at his expense, against receipt and without recourse to Secured Party, of suchof the Pledged Collateral as shall not have been sold or otherwise applied pursuant to the termshereof.     15. Amendments; Etc**.**No amendment, modification, termination or waiver of anyprovision of this Agreement, and no consent to any departure by Pledgor therefrom, shall in anyevent be effective unless the same shall be in
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writing and signed by Secured Party and, in the case of any such amendment or modification, byPledgor. Any such waiver or consent shall be effective only in the specific instance and for thespecific purpose for which it was given.     16. Notices**.**All notices provided for herein shall be in writing and shall be sent inthe manner and to the address specified in the Credit Agreement; such notices shall be deemed givenwhen delivered, mailed or transmitted.     17. Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on thepart of Secured Party in the exercise of any power, right or privilege hereunder shall impair suchpower, right or privilege or be construed to be a waiver of any default or acquiescence therein,nor shall any single or partial exercise of any such power, right or privilege preclude any otheror further exercise thereof or of any other power, right or privilege. All rights and remediesexisting under this Agreement are cumulative to, and not exclusive of, any rights or remediesotherwise available.     18. Severability. In case any provision in or obligation under this Agreement shallbe invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceabilityof the remaining provisions or obligations, or of such provision or obligation in any otherjurisdiction, shall not in any way be affected or impaired thereby.     19. Headings. Section and subsection headings in this Agreement are included hereinfor convenience of reference only and shall not constitute a part of this Agreement for any otherpurpose or be given any substantive effect.     20. Governing Law; Terms; Rules of Construction. THIS AGREEMENT AND THE RIGHTS ANDOBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED INACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF WISCONSIN, WITHOUT REGARD TO CONFLICTS OF LAWSPRINCIPLES, EXCEPT TO THE EXTENT THAT THE CODE PROVIDES THAT THE PERFECTION OF THE SECURITYINTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR PLEDGED COLLATERAL AREGOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF WISCONSIN. Unless otherwise definedherein or in the Credit Agreement, terms used in Articles 8 and 9 of the Uniform Commercial Code inthe State of Wisconsin are used herein as therein defined.     21. Counterparts. This Agreement may be executed in one or more counterparts and bydifferent parties hereto in separate counterparts, each of which
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when so executed and delivered shall be deemed an original, but all such counterparts togethershall constitute but one and the same instrument; signature pages may be detached from multipleseparate counterparts and attached to a single counterpart so that all signature pages arephysically attached to the same document.     22. Effect on Existing Pledge Agreement. This Agreement amends, restates, supercedesand replaces the Existing Pledge Agreement in its entirety and the parties agree that the securityinterest in certain collateral created under the Existing Pledge Agreement is continued in suchcollateral by this Pledge Agreement.
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     IN WITNESS WHEREOF, Pledgor has caused this Agreement to be duly executed and delivered as ofthe date first written above.         ANCHOR BANCORP WISCONSIN, INC.           BY             Name:                Title:              **Pledge Agreement Signature Page**