FORM OF AMENDED AND RESTATED TRUST AGREEMENT BY AND AMONG ASSOCIATED BANC-CORP, AS DEPOSITOR THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS PROPERTY TRUSTEE BNY MELLON TRUST OF DELAWARE, AS DELAWARE TRUSTEE AND THE ADMINISTRATIVE TRUSTEES NAMED...Trust Agreement • December 17th, 2008 • Asbc Capital Ii • State commercial banks • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of ___, 20___ is entered into by and among (i) ASSOCIATED BANC-CORP, a Wisconsin corporation (the “Depositor”), (ii) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as property trustee, (in each such capacity, the “Property Trustee”), (iii) BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), (iv) Brian R. Bodager, an individual, and Joseph B. Selner, an individual, each of whose address is c/o Associated Banc-Corp, 1200 Hansen Road, Green Bay, Wisconsin 54304 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the “Trustees”) and (v) the several Holders, as hereinafter defined.
ASSOCIATED BANC-CORP TO THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee FORM OF JUNIOR SUBORDINATED INDENTURE DATED AS OF ___, 20___Junior Subordinated Indenture • December 17th, 2008 • Asbc Capital Ii • State commercial banks • New York
This JUNIOR SUBORDINATED INDENTURE dated as of ___, 20___, between ASSOCIATED BANC-CORP, a Wisconsin corporation (hereinafter called the “Company”) having its principal office at 1200 Hansen Road, Green Bay, Wisconsin 54304, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (hereinafter called the “Trustee”).
FORM OF GUARANTEE AGREEMENT DATED AS OF , 20___ BY AND BETWEEN ASSOCIATED BANC- CORP, AS GUARANTOR AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEEGuarantee Agreement • December 17th, 2008 • Asbc Capital Ii • State commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of ___, 20___, is executed and delivered by ASSOCIATED BANC-CORP, a Wisconsin corporation (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as guarantee trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein) of ASBC CAPITAL , a Delaware statutory trust (the “Trust”).
REMOVAL OF TRUSTEE OF ASBC CAPITAL IIRemoval of Trustee • December 17th, 2008 • Asbc Capital Ii • State commercial banks
This Removal of Trustee of ASBC Capital II (the “Trust”) is made as of December 17, 2008 (this “Removal”), by Associated Banc-Corp, a Wisconsin corporation, as depositor (the “Depositor”). Capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement (as defined below).
REMOVAL OF TRUSTEE OF ASBC CAPITAL IIIRemoval of Trustee • December 17th, 2008 • Asbc Capital Ii • State commercial banks
This Removal of Trustee of ASBC Capital III (the “Trust”) is made as of December 17, 2008 (this “Removal”), by Associated Banc-Corp, a Wisconsin corporation, as depositor (the “Depositor”). Capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement (as defined below).
