EXHIBIT 25.2

Exhibit 25.2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY

OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]

___________________________

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

N/A

(State of incorporation

if not a U.S. national bank)

95-3571558

(I.R.S. employer

Identification no.)

400 South Hope Street, Suite 500

Los Angeles, California

(Address of principal executive offices)

90071

(Zip code)

Legal Department

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

225 Liberty Street

New York, NY 10286

(212) 635-1270

(Name, address and telephone number of agent for service)

___________________________

Associated Banc-Corp

(Exact name of obligor as specified in its charter)

Wisconsin

(State or other jurisdiction of

incorporation or organization)

39-1098068

(I.R.S. employer

identification no.)

433 Main Street

Green Bay, Wisconsin

(Address of principal executive offices)

54301

(Zip code)

___________________________

Subordinated Debt Securities

(Title of the indenture securities)

___________________________

Item 1.

General information.

Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name	Address
Comptroller of the Currency – United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10)

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

Not applicable.

The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

Not applicable.

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 30th day of March, 2018.

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

By:

/s/ Lawrence M. Kusch

Name:

Lawrence M. Kusch

Title:

Vice President

EXHIBIT 7

Consolidated Report of Condition of

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

of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business December 31, 2017, published in accordance with Federal regulatory authority instructions.

Dollar amounts

in thousands

ASSETS

Cash and balances due from

depository institutions:

Noninterest-bearing balances

and currency and coin

4,247

Interest-bearing balances

533,579

Securities:

Held-to-maturity securities

Available-for-sale securities

542,018

Federal funds sold and securities

purchased under agreements to resell:

Federal funds sold

Securities purchased under agreements to resell

Loans and lease financing receivables:

Loans and leases held for sale

Loans and leases,

held for investment

LESS: Allowance for loan and

lease losses

Loans and leases held for investment,

net of allowance

Trading assets

Premises and fixed assets (including

capitalized leases)

10,756

Other real estate owned

Investments in unconsolidated

subsidiaries and associated

companies

Direct and indirect investments in real estate ventures

Intangible assets:

Goodwill

856,313

Other intangible assets

24,347

Other assets

121,741

Total assets

$2,093,001

LIABILITIES

Deposits:

In domestic offices

602

Noninterest-bearing

602

Interest-bearing

Not applicable

Federal funds purchased and securities

sold under agreements to repurchase:

Federal funds purchased

Securities sold under agreements to repurchase

Trading liabilities

Other borrowed money:

(includes mortgage indebtedness

and obligations under capitalized

leases)

Not applicable

Subordinated notes and debentures

Other liabilities

222,312

Total liabilities

222,914

Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus

Common stock

1,000

Surplus (exclude all surplus related to preferred stock)

1,123,124

Not available
Retained earnings

747,028

Accumulated other comprehensive income

-1,065

Other equity capital components

Not available

Total bank equity capital

1,870,087

Noncontrolling (minority) interests in consolidated subsidiaries

Total equity capital

1,870,087

Total liabilities and equity capital

2,093,001

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty

)

CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Antonio I. Portuondo, President

)

William D. Lindelof, Director

)

Directors (Trustees)

Alphonse J. Briand, Director

)