8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2005

ASSOCIATED BANC-CORP

(Exact name of registrant as specified in its charter)

Wisconsin	001-31343	39-1098068
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

1200 Hansen Road
Green Bay, Wisconsin 54304
(Address of principal executive offices, including zip code)

920-491-7000
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

TABLE OF CONTENTS

Distribution Agreement

Fiscal and Paying Agency Agreement

Item 1.01. Entry into a Material Definitive Agreement.

     On October 13, 2005, the registrant and its wholly owned subsidiary, Associated Bank, National Association (the “Bank”), entered into a bank note program for the possible issuance by the Bank from time to time of its senior bank notes and subordinated bank notes (collectively, the “Notes”) in an aggregate principal amount outstanding at any one time of up to $2.0 billion (the “Note Program”). The primary agreements that govern the Note Program are the Distribution Agreement and the Fiscal Agency Agreement which are discussed below and which discussion is qualified entirely by reference to the agreements which are filed as exhibits to this Current Report and are incorporated herein by reference.

     In connection with the Note Program, on October 13, 2005, the registrant and the Bank entered into a Distribution Agreement dated September 30, 2005 (the “Distribution Agreement”) with Credit Suisse First Boston LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Agents”). Under the terms of the Distribution Agreement, the Agents have agreed to use reasonable efforts to solicit offers to purchase the Notes issued under the Note Program. The Distribution Agreement restricts the Bank’s right to offer the Notes through other agents. However, the Bank has reserved the right to sell the Notes directly on its own behalf. The Bank will pay each Agent a commission in an amount agreed to by the Bank and the selling Agent for sales of the Notes made by such Agent. Commissions are expected to vary based upon, among other things, the maturity of the Notes issued. The Bank may also sell the Notes to an Agent as principal for its own account at a discount to be agreed upon at the time of sale. The registrant and the Bank have agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

     The Bank also entered into a Fiscal and Paying Agency Agreement dated as of September 30, 2005 (the “Fiscal Agency Agreement”) with The Bank of New York Trust Company, N.A., as Fiscal and Paying Agent (the “Fiscal and Paying Agent”). Under the terms of the Fiscal Agency Agreement, the Fiscal and Paying Agent will act as the Bank’s sole paying agent with respect to the Notes issued under the Note Program. The Bank may at any time rescind the designation of a Fiscal and Paying Agent, appoint a successor Fiscal and Paying Agent or approve a change in the office or department through which any Fiscal and Paying Agent acts. Under the Fiscal Agency Agreement, the Fiscal and Paying Agent will serve only as agent for the Bank and will not assume any fiduciary duties for the registered holders or beneficial owners of the Notes, except with respect to funds held by it for the payment of principal of, premium, if any, and interest on, the Notes. Unless otherwise specified in any applicable book-entry Note, the Fiscal and Paying Agent will also act as the calculation agent for floating rate Notes and indexed Notes and for certain other related matters. The Notes are not being issued pursuant to an Indenture.

     The Note Program provides the Bank with a facility under which it may continuously issue and offer short term unsecured senior Notes having maturities of seven days or more and medium term senior Notes having maturities of one year or more. Subordinated Notes have maturities of five years or more. The Notes will be an obligation solely of the Bank and will not be an obligation of, or otherwise guaranteed by, the registrant or any affiliate of the Bank. The Note Program allows the Bank to have up to an aggregate principal amount of $2.0 billion of Notes outstanding at any one time. However, the Note Program provides that the Bank may not have an amount of outstanding Notes under the Note Program having maturities of 270 days or less in an aggregate principal amount of $2.0 billion, minus the aggregate principal amount of Notes issued having maturities of more than 270 days.

     The Bank intends to use the net proceeds from the sale of the Notes in the ordinary course of its banking business.

     The Note Program does not commit the Bank to issue any particular amount of the Notes with any particular terms. The registrant intends for the Note Program to provide the Bank with flexibility in structuring various types of notes that may be issued and sold under the Note Program from time to time. The Notes are to be issued in fully registered form in $250,000 minimum denominations and integral multiples of $1,000 in excess thereof and will be denominated only in U.S. dollars. The Notes may bear interest at fixed or floating rates, or may be zero coupon notes, which do not bear interest. Floating rate Notes may pay interest based on any of several interest rate bases plus or minus a spread and/or multiplied by a spread multiplier. The Notes may be issued at a discount from their redemption amounts. The Notes may provide for payments of principal or interest to be indexed by reference to the price of specified commodities, currencies or interest rate indices. The Notes may provide for early redemption at the election of the Bank or the holder, or may provide the Bank with the right to extend the maturity. Any acceleration of a Note’s maturity is subject to the FDIC’s authority to prevent any such acceleration. The Bank may purchase the Notes at any price in the open market or otherwise. Forms of Notes are attached as exhibits to the Fiscal Agency Agreement.

     The Notes may be issued singly or in series. Any sales of the Notes by the Bank directly to an Agent as principal will require a separate Terms Agreement, a form of which is attached to the Distribution Agreement.

     The Notes are being offered and sold pursuant to an exemption from registration under Section 3(a)(2) of the Securities Act.

     Certain of the Agents and their affiliates may be customers of, borrowers from, engage in investment banking and/or commercial banking transactions with and perform services for the Bank and its affiliates in the ordinary course of business. The Agents and their affiliates receive customary cash compensation for such services.

     The Bank may have entered into, or from time to time may enter into, business relationships, contracts or agreements with any Fiscal and Paying Agent in the ordinary course of business.

     Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01.  Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No.	Description
1.1	Distribution Agreement dated September 30, 2005 among Associated Bank, National Association, Associated Banc-Corp, Credit Suisse First Boston LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
4.1	Fiscal and Paying Agency Agreement dated as of September 30, 2005 between Associated Bank, National Association and The Bank of New York Trust Company, N.A., as Fiscal and Paying Agent

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Associated Banc-Corp
	(Registrant)
Date: October 19, 2005	By: /s/ Brian R. Bodager
	Brian R. Bodager
	Chief Administrative Officer,
	General Counsel & Corporate Secretary

EX-1.1

Exhibit 1.1

Associated Bank, National Association
$2,000,000,000
Senior and Subordinated Bank Notes
Distribution Agreement

September 30, 2005

Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, New York 10010-3629

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Merrill Lynch, Pierce, Fenner &

Smith Incorporated

World Financial Center, North Tower

New York, New York 10281

Ladies and Gentlemen:

     Associated Bank, National Association (the “Issuing Bank”) and Associated Banc-Corp, a Wisconsin corporation (the “Holding Company”), confirm their agreement with each of you (individually an “Agent” and collectively, the “Agents”) on the terms set forth in this agreement with respect to the issuance and sale by the Issuing Bank of its senior bank notes (the “Senior Bank Notes”) and subordinated bank notes (the “Subordinated Bank Notes” and together with the Senior Bank Notes, collectively, the “Securities”) in an aggregate principal amount of up to $2,000,000,000.

     Subject to the terms and conditions stated herein and to the reservation by the Issuing Bank of the right to sell Securities directly on its own behalf, the Issuing Bank hereby (i) appoints each Agent as an agent of the Issuing Bank for the purpose of soliciting and receiving offers to purchase Securities from the Issuing Bank pursuant to Section 3(a) hereof and (ii) agrees that, except as otherwise contemplated herein, whenever it determines to sell Securities directly to any Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”), substantially in the form of Annex I hereto, relating to such sale in accordance with Section 3(b) hereof. This Agreement shall not be construed to create either an obligation on the part of the Issuing Bank to sell any Securities or an obligation of any of the Agents to purchase Securities as principal.

     The Securities will be issued under a fiscal and paying agency agreement, dated as of September 30, 2005, (the “Fiscal Agency Agreement”), between the Issuing Bank and The Bank of New York Trust Company NA, as Fiscal and Paying Agent (the “Fiscal and Paying Agent”). The Securities shall have the maturity ranges, interest rates, if any, redemption provisions and other terms set forth in the Offering Circular referred to below as it may be amended or supplemented from time to time. The Securities will be issued, and the terms and rights thereof established, from time to time by the Issuing Bank in accordance with the Fiscal Agency Agreement.

     1. The Issuing Bank represents and warrants to, and agrees with, each Agent that:

          (a) An offering circular, dated September 30, 2005 (the “Offering Circular”), including the Annual Report of the Holding Company on Form 10-K and Form 10K/A for the fiscal year ended December 31, 2004; its Quarterly Report on Form 10-Q and Form 10Q/A for the quarter ended March 31, 2005; and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2005; and its Current Reports on Form 8-K filed on January 21, 2005, January 26, 2005, January 27, 2005, March 22, 2005, March 23, 2005, March 24, 2005, April 21, 2005, April 27, 2005, May 31, 2005, July 22, 2005, July 27, 2005, August 10, 2005, August 26, 2005, September 20, 2005 and September 30, 2005 filed or furnished by the Holding Company with the United States Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than any information in such documents that is deemed not to have been filed in accordance with SEC rules; as well as the publicly available portions of the Issuing Bank’s quarterly reports regarding its financial condition and operations on Federal Financial Institutions Examination Council Form 041 (“Call Reports”) for periods in the years 2002, 2003, 2004 and the first and second quarters of 2005, which are incorporated by reference in or otherwise made a part of the Offering Circular, has been prepared in connection with the offering of the Securities; any reference to the Offering Circular shall be deemed to refer to and include (i) the Holding Company’s most recent Annual Report on Form 10-K and all subsequent documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act, on or prior to the date of the Offering Circular and (ii) the publicly available portions of the Issuing Bank’s Call Reports for the periods referred to above and all Call Reports subsequently filed on or prior to the date of the Offering Circular; any reference to the Offering Circular as amended or supplemented as of any specified date shall be deemed to include (i) any documents filed under the Exchange Act after the date of the Offering Circular and prior to such date and (ii) any documents filed after the date of the Offering Circular and prior to such date; all documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act and so deemed to be included in the Offering Circular or any amendment or supplement thereto are hereinafter called the “Exchange Act Reports”; all documents filed and so deemed to be included in the Offering Circular or any amendment or supplement thereto are hereinafter called the “Incorporated Call Reports”; the Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; the Incorporated Call Reports, when they were or are filed, conformed or will conform in all material respects to the applicable requirements of the Federal Financial Institutions Examination Council (“FFIEC”); and the Offering Circular and any amendments or supplements thereto and the Exchange Act Reports and the Incorporated Call Reports did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

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misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuing Bank by an Agent expressly for use therein.

          (b) The Issuing Bank is a national banking association duly formed, validly existing and in good standing under the laws of the United States and is licensed, registered or qualified to transact its business as described in the Offering Circular in each jurisdiction in which its ownership or the leasing of property or the conduct of its business requires such license, registration or qualification, except to the extent that the failure to be so licensed, registered or qualified or to be in good standing would not have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuing Bank and its subsidiaries taken as a whole.

          (c) Each subsidiary of the Issuing Bank that is a “significant subsidiary” within the meaning of Rule 1-01(w) of Regulation S-X (a “Significant Subsidiary”) has been duly organized and is an existing corporation or limited liability company in good standing under the laws of the jurisdiction of its organization, with corporate power and authority to own its properties and conduct its business as described in the Offering Circular; and each Significant Subsidiary of the Issuing Bank is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification except to the extent that the failure to be so qualified or to be in good standing would not have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuing Bank and its subsidiaries taken as a whole; all of the issued and outstanding capital stock or membership interests, as applicable, of each Significant Subsidiary of the Issuing Bank has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary owned by the Issuing Bank, directly or through subsidiaries, is owned free from liens, encumbrances and defects.

          (d) The Issuing Bank has an authorized capitalization of $500,000 divided into 500,000 shares of common stock of $1.00 par value of which 215,088 shares are issued and outstanding, and all of the issued shares of capital stock of the Issuing Bank have been duly and validly authorized and issued and are fully paid and non-assessable and are owned directly or indirectly by the Holding Company (except for directors’ qualifying shares, if any), free and clear of all liens, encumbrances, equities or claims.

          (e) The Securities to be issued by the Issuing Bank have been duly authorized and, when issued, delivered and paid for pursuant to this Agreement, the Fiscal Agency Agreement and any relevant Terms Agreement will have been duly executed, authenticated, issued and delivered, will conform to the descriptions thereof in the Offering Circular under the caption “Description of Bank Notes” and will constitute valid and legally binding obligations of the Issuing Bank enforceable against the Issuing Bank in accordance with their terms and entitled to the benefits provided by the Fiscal Agency Agreement under which they are to be issued, subject as to enforceability to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to, or affecting, creditors’ rights generally or the rights of creditors of depository institutions the accounts of which are insured by the Federal Deposit Insurance Corporation (the “FDIC”) and to general equity principles; this Agreement and the Fiscal Agency Agreement have been duly authorized by the Issuing Bank and duly executed and delivered by the Issuing Bank and constitutes a valid and legally binding instrument, enforceable against the Issuing Bank in accordance with its terms, subject as to enforceability to bankruptcy,

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insolvency, reorganization, moratorium and other similar laws relating to, or affecting, creditors’ rights generally or the rights of creditors of depository institutions the accounts of which are insured by the FDIC and to general equity principles.

          (f) No consent, approval, authorization, or order of, or filing or registration with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Securities by the Issuing Bank except such as may be required (i) by the securities or Blue Sky laws of the various states, (ii) under Part 16 of the Securities Offering Disclosure Rules of the Office of the Comptroller of the Currency (“OCC”) (such rules being referred to herein as “Part 16”), and (iii) by applicable federal requirements relating to the issuance of subordinated indebtedness, all of which will have been obtained or made (and in effect) as of the date of issuance of the Securities.

          (g) The execution, delivery and performance of the Fiscal Agency Agreement and this Agreement do not, and the completion, execution and issuance of each particular Security in accordance with the Fiscal Agency Agreement, the sale by the Issuing Bank of such Security in accordance with this Agreement and compliance with the terms and provisions thereof will not, result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Issuing Bank or any subsidiary of the Issuing Bank or any of their properties, or any agreement or instrument to which the Issuing Bank or any such subsidiary is a party or by which the Issuing Bank or any such subsidiary is bound or to which any of the properties of the Issuing Bank or any such subsidiary is subject; or the charter or by-laws of the Issuing Bank or any such subsidiary, and the Issuing Bank has full power and authority to authorize, issue and sell the Securities as contemplated by this Agreement.

          (h) Each applicable Terms Agreement has been duly authorized and, when executed and delivered by the Issuing Bank will be a legal, valid and binding agreement of the Issuing Bank enforceable in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to, or affecting, creditors’ rights generally or the rights of creditors of depository institutions the accounts of which are insured by the FDIC and to general equity principles.

          (i) The Issuing Bank and its Significant Subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Issuing Bank or any of its Significant Subsidiaries, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuing Bank and its subsidiaries taken as a whole.

          (j) The Issuing Bank and its Significant Subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined

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adversely to the Issuing Bank or any of its Significant Subsidiaries, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuing Bank and its subsidiaries taken as a whole.

          (k) Except as disclosed in the Offering Circular or the Exchange Act Reports, there are no pending actions, suits or proceedings against or affecting the Issuing Bank, any of its Significant Subsidiaries or any of their respective properties as of which there exists a reasonable likelihood of an adverse determination which, if determined adversely to the Issuing Bank or any of its Significant Subsidiaries, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuing Bank and its subsidiaries taken as a whole, or would materially and adversely affect the ability of the Issuing Bank to perform its obligations under the Fiscal Agency Agreement or this Agreement, or which are otherwise material in the context of the sale of the Securities; and to the Issuing Bank’s knowledge, no such actions, suits or proceedings are threatened.

          (l) Neither the Issuing Bank nor any of its Significant Subsidiaries is (i) in violation of its charter or by-laws or (ii) in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound other than, in the case of this clause (ii), such defaults which individually or on a cumulative basis would not have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuing Bank and its subsidiaries taken as a whole or on the issue and sale of the Securities or consummation of the transactions contemplated hereby.

          (m) The financial statements indicated or incorporated by reference in the Offering Circular in all material respects present or will present fairly the consolidated financial position of the Issuing Bank and its consolidated subsidiaries as of the dates indicated and the consolidated results of their operations for the periods specified, and, except as otherwise disclosed in the Offering Circular or the Incorporated Call Reports, such financial statements have been or will have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis except in the case of interim financial statements subject to year-end adjustments. Except as discussed in the Incorporated Call Reports, the financial data included in the Incorporated Call Reports has been prepared in conformity with the regulatory accounting principles and instructions of the FFIEC consistently applied throughout the periods involved.

          (n) Except as disclosed in the Offering Circular, the Exchange Act Reports or the Incorporated Call Reports, since the date of the latest financial statements included in the Offering Circular there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Issuing Bank and its subsidiaries taken as a whole.

          (o) The statements set forth in the Offering Circular under the caption “Description of Bank Notes,” insofar as they purport to constitute a summary of the terms of the Securities, and under the captions “Supervision, Regulation and Other Matters” and “Certain United States Federal Income Tax Consequences” insofar as they purport to describe the provisions of the laws, regulations and documents referred to therein, are accurate and complete in all material respects.

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          (p) (i) The Senior Bank Notes are unsecured and unsubordinated debt obligations of the Issuing Bank and rank pari passu with all other unsecured and unsubordinated debt obligations of the Issuing Bank, other than the Issuing Bank’s deposit obligations or other obligations entitled to a preference or priority under applicable law; and (ii) the Subordinated Bank Notes are unsecured and subordinated debt obligations of the Issuing Bank and rank pari passu with all other unsecured and subordinated debt obligations of the Issuing Bank other than those subordinated debt obligations which, by their terms rank junior in right of payment to the Subordinated Bank Notes.

          (q) The Issuing Bank is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Offering Circular, will not be an “investment company,” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

          (r) The Securities are exempt securities under Section 3(a)(2) of the Securities Act of 1933, as amended (the “Act”), and neither registration of the Securities under the Act nor qualification of an indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) nor, except as referred to in Section 1(f) above, filing or registration under any other federal law will be required in connection with the offer, sale, issuance or delivery of the Securities as contemplated by this Agreement; the offer and sale of the Securities comply with all applicable requirements of Part 16 and the offer and sale of the Subordinated Bank Notes comply with all applicable federal requirements relating to the issuance of subordinated indebtedness.

          (s) The Issuing Bank is an insured bank under the provisions of the Federal Deposit Insurance Act, as amended (“FDIA”), and no proceedings for the termination of such insurance are pending or threatened.

     2. The Holding Company represents and warrants to, and agrees with, each Agent that:

          (a) The Holding Company has authorized the Issuing Bank to incorporate by reference in the Offering Circular the Exchange Act Reports; the Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; and the Offering Circular and any amendments or supplements thereto, and the Exchange Act Reports did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuing Bank or the Holding Company by an Agent expressly for use therein.

          (b) The Holding Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Wisconsin, with corporate power and authority to own its properties and conduct its business as described in the Offering Circular, and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the “Holding Company Act”).

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          (c) KPMG LLP, who has certified certain financial statements of the Holding Company and its consolidated subsidiaries, is an independent registered public accounting firm with respect to the Holding Company as required by the Act and the rules and regulations of the Commission thereunder.

          (d) The financial statements of the Holding Company and its consolidated subsidiaries included or incorporated by reference in the Offering Circular in all material respects present or will present fairly the consolidated financial position of the Holding Company and its consolidated subsidiaries as of the dates indicated and the consolidated results of their operations for the periods specified; and, except as otherwise disclosed in the Offering Circular or the Exchange Act Reports therein, such financial statements have been or will have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except in the case of interim financial statements subject to year-end adjustments.

          (e) No consent, approval, authorization, or order of, or filing or registration with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement by the Holding Company.

          (f) The execution, delivery and performance of this Agreement does not, and the completion, execution and issuance of each particular Security in accordance with the Fiscal Agency Agreement, the sale by the Issuing Bank of such Security in accordance with this Agreement and compliance with the terms and provisions thereof will not, result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Holding Company or any subsidiary of the Holding Company or any of their properties, or any agreement or instrument to which the Holding Company or any such subsidiary is a party or by which the Holding Company or any such subsidiary is bound or to which any of the properties of the Holding Company or any such subsidiary is subject; or the charter or by-laws of the Holding Company or any such subsidiary, and the Issuing Bank has full power and authority to authorize, issue and sell the Securities as contemplated by this Agreement.

          (g) This Agreement has been duly authorized, executed and delivered by the Holding Company, and is a legal, valid and binding agreement of the Holding Company enforceable in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to, or affecting, creditors’ rights generally and general equity principles.

          (h) Each applicable Terms Agreement has been duly authorized, and when executed and delivered by the Holding Company, will be a legal, valid and binding agreement of the Holding Company enforceable in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to, or affecting, creditors’ rights generally and general equity principles.

          (i) Except as disclosed in the Offering Circular or the Exchange Act Reports, there are no pending actions, suits or proceedings against or affecting the Holding Company, any of its Significant Subsidiaries or any of their respective properties that, if determined adversely to the Holding Company or any of its Significant Subsidiaries, would individually or in the

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aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Holding Company and its subsidiaries taken as a whole, or would materially and adversely affect the ability of the Holding Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Securities; and to the Holding Company’s knowledge, no such actions, suits or proceedings are threatened.

          (j) The Holding Company is not an “investment company” as such term is defined in the Investment Company Act.

          3. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, as agent of the Issuing Bank, to use its reasonable efforts to solicit and receive offers to purchase the Securities from the Issuing Bank upon the terms and conditions set forth in the Offering Circular as amended or supplemented from time to time. So long as this Agreement shall remain in effect with respect to any Agent, except as provided below, the Issuing Bank shall not, without the consent of such Agent, solicit or accept offers to purchase, or sell, any debt securities (other than deposit obligations) with a maturity at the time of original issuance of 7 days or more except pursuant to this Agreement, any Terms Agreement or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities. However, the Issuing Bank reserves the right to sell, and may solicit and accept offers to purchase, Securities directly on its own behalf in transactions with other persons (provided such sales are in accordance with the applicable law), and, in the case of any such sale not resulting from a solicitation made by any Agent, no commission will be payable with respect to such sale. It is understood that if from time to time the Issuing Bank is approached by a prospective agent offering to solicit a specific purchase of Securities, the Issuing Bank may also engage such agent with respect to such specific purchase; provided that the Agents are given notice of such purchase promptly, including the terms thereof, in each case after the purchase is agreed; provided further, however that such agent shall make in writing the representations and agreements of an Agent set forth herein and that the Issuing Bank and such agent shall otherwise agree to be bound by the terms and conditions of this Agreement. These provisions shall not limit Section 4(g) hereof or any similar provision included in any Terms Agreement.

     Procedural details relating to the issue and delivery of Securities, the solicitation of offers to purchase Securities and the payment in each case therefor shall be as set forth in the Administrative Procedure attached hereto as Annex II as it may be amended from time to time by written agreement between the Agents and the Issuing Bank (the “Administrative Procedure”). The provisions of the Administrative Procedure shall apply to all transactions contemplated hereunder other than those made pursuant to a Terms Agreement. Each Agent and the Issuing Bank agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Administrative Procedure. The Holding Company as coordinating agent will furnish to the Fiscal and Paying Agent a copy of the Administrative Procedure as from time to time in effect.

     The Issuing Bank reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase the Securities from the Issuing Bank. As soon as practicable, but in any event not later than one business day in New York City, after receipt of notice from the Issuing Bank, the Agents will

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suspend solicitation of offers to purchase Securities from the Issuing Bank until such time as the Issuing Bank has advised the Agents that such solicitation may be resumed. During such period, the Issuing Bank shall not be required to comply with the provisions of Sections 4(h), and 4(i). Upon advising the Agents that such solicitation may be resumed, however, the Issuing Bank shall simultaneously provide the documents required to be delivered by Sections 4(h) and 4(i) and the Agents shall have no obligation to solicit offers to purchase the Securities until such documents have been received by the Agents. In addition, any failure by the Issuing Bank to substantially comply with its obligations hereunder, including without limitation its obligations to deliver the documents required by Sections 4(h) and 4(i), shall automatically terminate the Agents’ obligations hereunder, including without limitation their obligations to solicit offers to purchase the Securities hereunder as agent or to purchase Securities hereunder as principal.

The Issuing Bank agrees to pay each Agent a commission, at the time of settlement of any sale of a Security by the Issuing Bank as a result of a solicitation made by such Agent, in an amount agreed by the Issuing Bank and such Agent.

          (b) Each sale of Securities to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless the Issuing Bank and such Agent shall otherwise agree) a Terms Agreement, which will provide for the sale of such Securities to, and the purchase thereof by, such Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Securities by such Agent. The commitment of any Agent to purchase Securities as principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Issuing Bank and the Holding Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Securities to be purchased by any Agent pursuant thereto, the price to be paid to the Issuing Bank for such Securities, any provisions relating to rights of, and default by, underwriters acting together with such Agent in the reoffering of the Securities and the time and date and place of delivery of and payment for such Securities. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 hereof.

          (c) For each sale of Securities to an Agent as principal that is not made pursuant to a Terms Agreement, the procedural details relating to the issue and delivery of such Securities and payment therefor shall be as set forth in the Administrative Procedure. For each such sale of Securities to an Agent as principal that is not made pursuant to a Terms Agreement, the Issuing Bank agrees to pay such Agent a commission (or grant an equivalent discount) as provided in Section 3(a) hereof and in accordance with the schedule set forth therein.

     Each time and date of delivery of and payment for Securities to be purchased by an Agent as principal, whether set forth in a Terms Agreement or in accordance with the Administrative Procedure, is referred to herein as a “Time of Delivery.”

     The documents required to be delivered pursuant to Section 6 hereof on the Commencement Date (as defined below) shall be delivered to the Agents at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York, at 11:00 a.m., New York City time, on the date of this Agreement, which date and time of such delivery may be postponed by agreement between the Agents and the Issuing Bank but in no event shall be later than the day prior to the date on which solicitation of offers to purchase Securities is commenced

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or on which any Terms Agreement is executed (such time and date being referred to herein as the “Commencement Date”).

     4. The Issuing Bank and the Holding Company covenant and agree with each Agent:

          (a) (i) To make no amendment or supplement to the Offering Circular (excluding any Exchange Act Reports or Incorporated Call Reports) (A) prior to the Commencement Date which shall be disapproved by any Agent promptly after reasonable notice thereof or (B) after the date of any Terms Agreement or other agreement by an Agent to purchase Securities as principal and prior to the related Time of Delivery which shall be disapproved by any Agent party to such Terms Agreement or so purchasing as principal promptly after reasonable notice thereof; (ii) to prepare, with respect to any Securities to be sold through or to such Agent pursuant to this Agreement, a Pricing Supplement with respect to such Securities in a form previously approved by such Agent; (iii) to make no amendment or supplement to the Offering Circular (excluding any Exchange Act Reports or Incorporated Call Reports), other than any Pricing Supplement, at any time prior to having afforded each Agent a reasonable opportunity to review and comment thereon; (iv) to file promptly, in the case of the Issuing Bank, all Call Reports required to be filed by the Issuing Bank pursuant to the applicable rules and regulations of the Federal Reserve Board and the FFIEC; (v) to file promptly, in the case of the Holding Company, all reports and any definitive proxy or information statements required to be filed by the Holding Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act; and (vi) to advise each of the Agents as promptly as practicable of the institution by any federal or state bank or securities regulatory authority of any proceedings in respect of the Offering Circular (including any proceeding relating to any Exchange Act Reports or Incorporated Call Reports) or the offering of the Securities and to use its best efforts to prevent the issuance of any order interfering with the offering of the Securities and to obtain as soon as possible its lifting, if issued;

          (b) Promptly from time to time to take such action as such Agent may reasonably request (i) to qualify the Securities for offering and sale under the securities laws of such jurisdictions as such Agent may designate and (ii) to comply with such laws so as to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution or sale of the Securities; provided, however, that in connection therewith the Issuing Bank shall not be required to qualify as a foreign corporation, file a general consent to service of process in any jurisdiction or subject itself to taxation as a foreign corporation in any jurisdiction in which it is not otherwise so subject;

          (c) To furnish such Agent with a copy of the Offering Circular and each amendment or supplement thereto accompanied by a certificate signed by an authorized officer of the Issuing Bank and of the Holding Company, and additional copies of the Offering Circular and each amendment or supplement thereto, other than any Pricing Supplement (except as provided in the Administrative Procedure), in such quantities as such Agent may reasonably request from time to time; and if, at any time while this Agreement is in effect, or, in the event this Agreement is terminated, at any time an Agent is holding Securities it purchased as principal, any event shall have occurred as a result of which the Offering Circular as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Offering Circular is delivered, not misleading, or, if for any other reason it shall be necessary or required during such same period

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to amend or supplement the Offering Circular, to notify such Agent and request such Agent, in its capacity as agent of the Issuing Bank, to suspend solicitation of offers to purchase Securities from the Issuing Bank (and, if so notified, such Agent shall cease such solicitations as soon as practicable, but in any event not later than one business day later); and upon the request of an Agent, shall prepare and furnish without charge an amendment or supplement to the Offering Circular as then amended or supplemented that will correct such statement or omission;

          (d) So long as any Securities are outstanding, to furnish to such Agent copies of all reports or other communications (financial or other) furnished to the Holding Company’s shareholders, and deliver to such Agent as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Holding Company is listed; provided that any reports or other documents that are publicly available need not be provided;

          (e) From the date of any Terms Agreement with such Agent or other agreement by such Agent to purchase Securities as principal and continuing to and including the later of (i) the termination of the trading restrictions for the Securities purchased thereunder, as notified to the Issuing Bank by such Agent and (ii) the related Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Issuing Bank (other than deposit obligations) which both mature more than 7 days after such Time of Delivery and are substantially similar to the Securities, without the prior written consent of such Agent;

          (f) That each acceptance by the Issuing Bank of an offer to purchase Securities hereunder (including any purchase by such Agent as principal not pursuant to a Terms Agreement), and each execution and delivery by the Issuing Bank of a Terms Agreement with such Agent, shall be deemed to be an affirmation to such Agent that the representations and warranties of the Issuing Bank and the Holding Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement, as the case may be, as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the settlement date for the Securities relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the Offering Circular as amended and supplemented relating to such Securities);

          (g) That each time the Issuing Bank sells Securities to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of an opinion or opinions by counsel for the Agents, as a condition to the purchase of Securities pursuant to such Terms Agreement, the Issuing Bank shall furnish to such counsel such papers and information as they may reasonably request to enable them to furnish to such Agent the opinion or opinions referred to in Section 6(a) hereof;

          (h) That each time the Offering Circular shall be amended or supplemented (other than by a Pricing Supplement providing solely for the interest rates or maturities of the securities or the principal amount of securities remaining to be sold or similar changes and other than as a result of the filing of a Call Report with the FDIC or other than as a result of the filing of an Exchange Act Report) and each time the Issuing Bank sells Securities to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of an opinion under this Section 4(h) as a condition to the purchase of Securities pursuant to such Terms

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Agreement, the Holding Company shall furnish or cause to be furnished forthwith to such Agent written opinions of counsel for the Issuing Bank and Holding Company satisfactory to such Agent which may include in-house counsel of the Issuing Bank and Holding Company, dated the date of such amendment, supplement or Time of Delivery relating to such sale, as the case may be, in form satisfactory to such Agent, to the effect that assuming such counsel previously rendered such opinion, such Agent may rely on the opinion of such counsel referred to in Section 6(b) hereof which was last furnished to such Agent to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Offering Circular as amended and supplemented to such date) or, in lieu of such opinion, an opinion of the same tenor as the opinion of such counsel referred to in Section 6(b) hereof but modified to relate to the Offering Circular as amended and supplemented to such date;

          (i) That each time the Offering Circular shall be amended or supplemented (other than by a Pricing Supplement providing solely for the interest rates or maturities of the securities or the principal amount of securities remaining to be sold or similar changes and other than as a result of the filing of a Call Report with the FDIC or other than as a result of the filing of an Exchange Act Report), and each time the Issuing Bank sells Securities to such Agent as principal and the applicable Terms Agreement specifies the delivery of a certificate under this Section 5(i) as a condition to the purchase of Securities pursuant to such Terms Agreement, the Holding Company shall furnish or cause to be furnished forthwith to such Agent a certificate, dated the date of such supplement, amendment or Time of Delivery relating to such sale, as the case may be, in such form and executed by such officers of the Holding Company as shall be satisfactory to such Agent, to the effect that the statements contained in the certificates referred to in Section 6(e) hereof which were last furnished to such Agent are true and correct at such date as though made at and as of such date (except that such statements shall be deemed to relate to the Offering Circular as amended and supplemented to such date) or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 6(e) modified to relate to the Offering Circular as amended and supplemented to such date; and

          (j) That each time the Issuing Bank sells Securities to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of a letter under this Section 4(j) as a condition to the purchase of Securities pursuant to such Terms Agreement, the Holding Company shall cause the independent registered public accounting firm which has certified the consolidated financial statements of the Holding Company included in the Exchange Act Reports incorporated by reference into the Offering Circular forthwith to furnish such Agent a letter or letters, dated the date of such Time of Delivery relating to such sale, in form satisfactory to such Agent.

          (k) To offer to any person who has agreed to purchase Securities from the Issuing Bank as the result of an offer to purchase solicited by such Agent the right to refuse to purchase and pay for such Securities if, on the related settlement date fixed pursuant to the Administrative Procedure, any condition set forth in Section 6(c) or 6(d) hereof shall not have been satisfied (it being understood that the judgment of such person with respect to the impracticability or inadvisability of such purchase of Securities shall be substituted, for purposes of this Section 4(k), for the respective judgments of an Agent with respect to certain matters referred to in Section 6(c) and 6(d), and that such Agent shall have no duty or obligation whatsoever to exercise the judgment permitted under Sections 6(c) and 6(d) on behalf of any such person).

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          (l) To use reasonable efforts to advise each of the Agents promptly of (i) the receipt by the Holding Company or the Issuing Bank of any written notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; and (ii) any downgrading in the rating of the Securities or any other debt securities of the Issuing Bank or the Holding Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuing Bank or the Holding Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating) promptly after public announcement.

          (m) To file the Offering Circular and each amendment and supplement thereto (excluding any Exchange Act Reports or Incorporated Call Reports) with the OCC as required by Part 16 no later than five business days after the Offering Circular and each such amendment and supplement thereto is first used.

     5. The Holding Company agrees with each Agent to pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Issuing Bank’s counsel and independent registered public accounting firm in connection with the issuance of the Securities, in connection with the preparation and printing of the Offering Circular and any Pricing Supplements and all other amendments and supplements thereto and the mailing and delivering of copies thereof to such Agent; (ii) the reasonable fees, disbursements and expenses of counsel for the Agents in connection with the establishment of the program contemplated hereby, any opinions to be rendered by such counsel hereunder and under any Terms Agreement and the transactions contemplated hereunder and under any Terms Agreement; (iii) the cost of printing, producing or reproducing this Agreement, any Terms Agreement, any Fiscal Agency Agreement, any Blue Sky and Legal Investment Memoranda, closing documents (including any compilation thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iv) all reasonable expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4 hereof, including the fees and disbursements of counsel for the Agents in connection with such qualification and in connection with the Blue Sky and Legal Investment Memorandum; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Fiscal Agent and any agent of any Fiscal Agent and any transfer or paying agent of the Issuing Bank and the fees and disbursements of counsel for any Fiscal and Paying Agent or such agent in connection with any Fiscal Agency Agreement and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. Except as provided in Sections 7 and 8 hereof, each Agent shall pay all other expenses it incurs.

     6. The obligation of any Agent, as agent of the Issuing Bank, at any time (“Solicitation Time”) to solicit offers to purchase the Securities and the obligation of any Agent to purchase Securities as principal, pursuant to any Terms Agreement or otherwise, shall in each case be subject, in such Agent’s reasonable discretion, to the condition that all representations and warranties and other statements of the Issuing Bank and the Holding Company herein (and, in the case of an obligation of an Agent under a Terms Agreement, in or incorporated by reference in such Terms Agreement) are true and correct at and as of the Commencement Date and any

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applicable date referred to in Section 4(i) hereof that is prior to such Solicitation Time or Time of Delivery, as the case may be, and at and as of such Solicitation Time or Time of Delivery, as the case may be, the condition that prior to such Solicitation Time or Time of Delivery, as the case may be, the Issuing Bank shall have performed all of their obligations hereunder theretofore to be performed, and the following additional conditions:

          (a) Shearman & Sterling LLP counsel to the Agents, shall have furnished to such Agent (i) such opinion or opinions, dated the Commencement Date, with respect to such matters as such Agent may reasonably request, and (ii) if and to the extent requested by such Agent, with respect to each applicable date referred to in Section 4(g) hereof that is on or prior to such Time of Delivery an opinion or opinions, dated such applicable date, to the effect that such Agent may rely on the opinion or opinions which were last furnished to such Agent pursuant to this Section 6(a) to the same extent as though it or they were dated the date of such letter authorizing reliance (except that the statements in such last opinion or opinions shall be deemed to relate to the Offering Circular as amended and supplemented to such date) or, in lieu of such an opinion or opinions, an opinion or opinions of the same tenor as the opinion or opinions referred to in clause (i) but modified to relate to the Offering Circular as amended and supplemented to such date; and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

     (b) Mayer, Brown, Rowe & Maw LLP, or other counsel for the Holding Company and the Issuing Bank satisfactory to such Agent, which may include in-house counsel of the Issuing Bank and Holding Company, shall have furnished to such Agent its written opinion, dated the Commencement Date and dated each applicable date referred to in Section 4(h) hereof (provided, however, that the opinions furnished by in house counsel of the Issuing Bank and the Holding Company to the effect of (vii) and (ix) below shall not be limited to agreements and instruments identified in an exhibit thereto and shall contain an opinion to the effect that the Exchange Act Reports (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act, and the rules and regulations of the Commission thereunder) that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, each in form and substance satisfactory to such Agent, to the effect that:

          (i) The Issuing Bank is a national banking association validly existing and in good standing under the laws of the United States and is licensed, registered or qualified to transact its business as described in the Offering Circular in each jurisdiction in which its ownership or the leasing of property or the conduct of its business requires such license, registration or qualification, except to the extent that the failure to be so licensed, registered or qualified or to be in good standing would not have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuing Bank and its subsidiaries taken as a whole; and the Holding Company is an existing corporation in good standing under the laws of the state of Wisconsin, with corporate power and authority to own its properties and conduct its business as described in the Offering Circular and is duly registered as a bank holding company under the Holding Company Act;

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          (ii) The Issuing Bank has an authorized capitalization of $500,000 divided into 500,000 shares of common stock of $1.00 par of which 215,088 shares are issued and outstanding and all of the issued shares of capital stock of the Issuing Bank have been duly and validly authorized and issued and are fully paid and non assessable and are owned directly or indirectly by the Holding Company (except for directors’ qualifying shares, if any), free and clear of all liens, encumbrances, equities or claims.

          (iii) After due inquiry, to the knowledge of such counsel and except as disclosed in the Offering Circular or the Exchange Act Reports, there are no pending actions, suits or proceedings against the Issuing Bank, the Holding Company or any of their Significant Subsidiaries or any of their respective properties that, if determined adversely to the Issuing Bank, the Holding Company or any of their Significant Subsidiaries, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuing Bank and its subsidiaries or the Holding Company and its subsidiaries, as the case may be, taken as a whole, or would materially and adversely affect the ability of the Issuing Bank or the Holding Company, as the case may be, to perform its obligations under the Fiscal and Paying Agency Agreement or this Agreement, or which are otherwise material in the context of the sale of the Securities; and to the knowledge of such counsel, no such actions, suits or proceedings are overtly threatened.

          (iv) This Agreement and any applicable Terms Agreement have been duly authorized, executed and delivered by the Holding Company and the Issuing Bank.

          (v) The Securities have been duly authorized by the Issuing Bank and, when the terms of the Securities and of their issue and sale have been duly established in accordance with this Agreement and the Fiscal Agency Agreement so as not to violate any applicable law or agreement or instrument then binding on the Issuing Bank, and the Securities have been duly executed and issued by the Issuing Bank and duly authenticated by the Fiscal Agent in accordance with the Fiscal Agency Agreement, and upon payment and delivery in accordance with this Agreement, will constitute valid and legally binding obligations of the Issuing Bank enforceable against the Issuing Bank in accordance with their terms and entitled to the benefits provided by the Fiscal Agency Agreement, subject as to enforceability to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally or the rights of creditors of depository institutions the accounts of which are insured by the FDIC and to general equity principles (in rendering the opinion set forth in this paragraph (v), such counsel may assume that, at the time of any issuance and sale of any of the Securities, the Board of Directors of the Issuing Bank (or any committee thereof acting pursuant to authority properly delegated to such committee by the Board of Directors) has not taken any action to rescind or otherwise reduce its prior authorization of the issuance of the Securities and an officer of the Issuing Bank, as stated in the resolutions of the Board of Directors (or any such committee) relating to the Securities, has executed and delivered such Securities).

          (vi) The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Issuing Bank and constitutes a valid and legally binding agreement of the Issuing Bank, enforceable against the Issuing Bank in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, fraudulent transfer, reorganization,

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moratorium and similar laws relating to or affecting creditors’ rights generally or the rights of creditors of depository institutions the accounts of which are insured by the FDIC and to general equity principles; and the Fiscal Agency Agreement conforms to the description thereof in the Offering Circular as amended or supplemented in all material respects.

          (vii) The execution, delivery and performance of the Fiscal Agency Agreement and this Agreement do not, and the completion, execution and issuance of each particular Security in accordance with the Fiscal Agency Agreement, the sale by the Issuing Bank of such Securities in accordance with this Agreement and any applicable Terms Agreement and compliance with the terms and provisions thereof will not, result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Holding Company, the Issuing Bank or any Significant Subsidiary of the Holding Company or the Issuing Bank or any material amount of their properties, or any agreement or instrument as specified in an exhibit to the opinion to which the Holding Company or the Issuing Bank or any such Significant Subsidiary is a party or by which the Holding Company, the Issuing Bank or any such Significant Subsidiary is bound or to which any of the properties of the Holding Company, the Issuing Bank or any such Significant Subsidiary is subject, or the charter or by-laws of the Holding Company, the Issuing Bank or any such Significant Subsidiary, and the Issuing Bank has full power and authority to authorize, issue and sell the Securities as contemplated by this Agreement.

          (viii) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Securities by the Issuing Bank except such as may be required (x) by the securities or Blue Sky laws of the various states, (y) under Part 16, and (z) by applicable federal requirements relating to the issuance of subordinated indebtedness.

          (ix) After due inquiry, to the knowledge of such counsel, neither the Holding Company, the Issuing Bank nor any of their respective Significant Subsidiaries is (i) in violation of its charter or by-laws or (ii) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound as specified in an exhibit to the opinion other than such defaults which individually or on a cumulative basis would not have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuing Bank or the Holding Company, as the case may be, and their respective subsidiaries taken as a whole or on the issue and sale of the Securities or consummation of the transactions contemplated hereby.

          (x) The statements set forth in the Offering Circular under the caption “Description of Bank Notes”, insofar as they purport to constitute a summary of the terms of the Securities, and under the caption “Supervision, Regulation and Other Matters,” insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete in all material respects.

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          (xi) No registration of the Securities under the Act is required for the offer and sale of the Securities by the Agents by virtue of the exemption provided by Section 3(a)(2) of the Act; and no qualification of an indenture under the Trust Indenture Act is required with respect thereto.

          (xii) The Issuing Bank is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Offering Circular, will not be an “investment company,” as defined in the Investment Company Act of 1940.

          (xiii) After due inquiry, to the knowledge of such counsel, no order directed to any document incorporated by reference in the Offering Circular has been issued and no challenge has been made to the accuracy or adequacy of any such document by any regulatory or other government agency.

          (xiv) The Issuing Bank is an insured bank under the applicable provisions of the FDIA.

          (xv) The obligations of the Issuing Bank under the Securities that are Senior Bank Notes will rank pari passu with its other unsecured and unsubordinated liabilities, except deposit obligations.

          (xvi) The offer, sale and delivery of the Securities in the manner contemplated in the Offering Circular, the Fiscal Agency Agreement and this Agreement complies with the Offering Circular requirements of 12 C.F.R. Part 16.

     In addition, such opinion shall state that such counsel has participated in conferences with officers and other representatives of the Issuing Bank and the Holding Company, and with the Agents’ representatives and the Agents’ counsel at which the contents of the Offering Circular and related matters were discussed and, although such counsel need not pass upon or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Circular, including statements incorporated by reference therein, and need not make any independent check or verification thereof, on the basis of the foregoing, no facts have come to the attention of such counsel which have led such counsel to believe that the Offering Circular, including the documents incorporated therein by reference, taken as a whole, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that such counsel need not express any opinion as to the financial statements, schedules, pro forma financial information, capital ratios and other financial data included in or excluded from the Offering Circular.

     Such counsel may also state in such opinion that (i) whenever such counsel indicates that the opinion is with respect to matters within the “knowledge of” or “known by” such counsel, such knowledge means the representations and warranties of the Issuing Bank and the Holding Company contained in this Agreement and in the documents at the Commencement Date and any applicable date referred to in Section 4(i) hereof by the Issuing Bank and Holding Company pursuant to this Agreement, inquiries of an appropriate officer of the Issuing Bank or the Holding Company whom such

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counsel has determined is likely to have personal knowledge of the matters covered by the opinion, and the current conscious awareness of facts of the attorneys currently practicing law with such firm who had involvement in the transaction or such other attorneys presently in the firm whom such counsel has determined are likely, in the course of representing the Holding Company and the Issuing Bank, to have knowledge of the matters covered by the opinion, and that (ii) such opinion is limited to the laws of the United States and the States of New York and Wisconsin.

          (c) There shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Issuing Bank, the Holding Company or any of their Significant Subsidiaries which, in the reasonable judgment of such Agent, is material and adverse and makes it impractical or inadvisable to proceed with the solicitation by such Agent of offers to purchase Securities from the Issuing Bank or the purchase by such Agent of Securities from the Issuing Bank as principal, as the case may be, on the terms and in the manner contemplated in the Offering Circular; (ii) any downgrading in the rating of any debt securities of the Issuing Bank or Holding Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Issuing Bank or Holding Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Issuing Bank or Holding Company on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by U.S. Federal or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of such Agent, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with solicitations of offers to purchase Securities or the purchase of the Securities from the Issuing Bank as principal pursuant to the applicable terms Agreement or otherwise, as the case may be, on the terms and the manner contemplated in the Offering Circular.

          (d) With respect to any Security denominated in a currency other than the U.S. dollar, more than one currency or a composite currency or any Security the principal or interest of which is indexed to such currency, currencies or composite currency, there shall not have occurred a suspension or material limitation in foreign exchange trading in such currency, currencies or composite currency by a major international bank, a general moratorium on commercial banking activities in the country or countries issuing such currency, currencies or composite currency, the outbreak or escalation of hostilities involving, the occurrence of any material adverse change in the existing financial, political or economic conditions of, or the declaration of war or a national emergency by, the country or countries issuing such currency, currencies or composite currency or the imposition or proposal of exchange controls by any governmental authority in the country or countries issuing such currency, currencies or composite currency.

          (e) The Holding Company on behalf of itself and the Issuing Bank shall have furnished to such Agent a certificate of officers of the Holding Company dated the Commencement Date and each applicable date referred to in Section 4(i) hereof in such form and

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executed by such officers of the Holding Company as shall be satisfactory to such Agent, as to the accuracy of the representations and warranties of the Issuing Bank and the Holding Company herein at and as of the Commencement Date or such applicable date, as the case may be, as to the performance by the Issuing Bank and the Holding Company of all of their respective obligations hereunder to be performed at or prior to the Commencement Date or such applicable date, as the case may be, as to the matters set forth in subsection (c) of this Section 6, and as to such other matters as such Agent may reasonably request.

          (f) The Agents shall have received a letter dated the Commencement Date and in form and substance satisfactory to the Agents, from the independent registered public accounting firm which has certified the consolidated financial statements of the Holding Company, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Offering Circular, and confirming that it is an independent registered pubic accounting firm within the meaning of the Act, and the respective applicable published rules and regulations of the Commission thereunder.

          7. (a) The Issuing Bank and the Holding Company, jointly and severally, will indemnify and hold harmless each Agent against any losses, claims, damages or liabilities, joint or several, to which such Agent may become subject, under the Act or otherwise, as a result of such Agent’s solicitation and receipt of offers to purchase Securities issued by the Issuing Bank, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Offering Circular, or any amendment or supplement thereto, or any related preliminary offering circular, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Agent for any legal or other expenses reasonably incurred by such Agent in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Issuing Bank and the Holding Company will not be liable to such Agent in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any of such documents in reliance upon and in conformity with written information furnished to the Issuing Bank and the Holding Company by such Agent specifically for use therein, unless such loss, claim, damage or liability arises out of the offer or sale of Securities occurring after the Agent has notified the Issuing Bank and the Holding Company in writing that such information should no longer be used therein, it being understood and agreed that the only such information furnished by any Agent consists of the information described as such in subsection (b) below.

          (b) Each Agent will severally and not jointly indemnify and hold harmless the Issuing Bank and the Holding Company against any losses, claims, damages or liabilities to which the Issuing Bank or the Holding Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Offering Circular or any amendment or supplement thereto, or any related preliminary offering circular, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in

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reliance upon and in conformity with written information furnished to the Issuing Bank and the Holding Company by such Agent specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Issuing Bank and the Holding in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, unless such loss, claim, damage or liability arises out of the offer or sale of Securities occurring after the Agent has notified the Issuing Bank and the Holding Company in writing that such information should no longer be used therein, it being understood and agreed that the only such information furnished by any Agent consists of the following information in the Offering Circular furnished on behalf of each Agent; the information contained in the fifth and ninth paragraphs under the caption “Plan of Distribution.”

          (c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party). After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically authorized by the indemnifying party in writing, (ii) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties, which firm shall be designated in writing by the Agents, if the indemnified parties under this Section 7 consist of any Agent or any of their respective controlling persons, or by the Issuing Bank, if the indemnified parties under this Section consist of the Issuing Bank or any of the Issuing Bank’s directors, officers or controlling persons. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such

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indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action.

          (d) If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuing Bank and the Holding Company on the one hand and any Agent on the other from the offering pursuant to this Agreement of the Securities which are the subject of the action or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuing Bank and the Holding Company on the one hand and any Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Issuing Bank and the Holding Company on the one hand and any Agent on the other shall be deemed to be in the same proportions as the total net proceeds from the offering pursuant to this Agreement of the Securities which are the subject of the action (before deducting expenses) received by the Issuing Bank and the Holding Company bear to the total discounts and commissions received by such Agent from the offering of such Securities pursuant to this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuing Bank or the Holding Company on the one hand or by any such Agent and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Agent shall be required to contribute any amount in excess of the amount by which the total price at which the Securities which are the subject of the action and which were distributed to the public through it pursuant to this Agreement or upon resale of Securities purchased by it from the Issuing Bank exceeds the amount of any damages which such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of each Agent in this subsection (d) to contribute are several, in the same proportion which the amount of the Securities which are the subject of the action and which were distributed through such Agent pursuant to this Agreement bears to the total amount of such Securities distributed through all of the Agents pursuant to this Agreement, and not joint.

          (e) The obligations of the Issuing Bank and the Holding Company under this Section 7 shall be in addition to any liability which the Issuing Bank or the Holding Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls each Agent within the meaning of the Act; and the obligations of each Agent under this Section 7 shall be in addition to any liability which each Agent may otherwise have and shall extend, upon the same terms and conditions, to each office and director of the Issuing Bank and to each person, if any, who controls the Issuing Bank within the meaning of the Act.

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          8. (a) Each Agent, in soliciting offers to purchase Securities from the Issuing Bank and in performing the other obligations of such Agent hereunder (other than in respect of any purchase by an Agent as principal, pursuant to a Terms Agreement or otherwise), is acting solely as agent for the Issuing Bank and not as principal. Each Agent will make reasonable efforts to assist the Issuing Bank in obtaining performance by each purchaser whose offer to purchase Securities from the Issuing Bank was solicited by such Agent and has been accepted by the Issuing Bank, but such Agent shall not have any liability to the Issuing Bank in the event such purchase is not consummated for any reason.

          (b) If the Issuing Bank shall default on its obligation to deliver Securities to a purchaser whose offer it has accepted, the Issuing Bank shall (i) hold each Agent harmless against any loss, claim or damage arising from or as a result of such default by the Issuing Bank and (ii) notwithstanding such default, pay to the Agent that solicited such offer any commission to which it would be entitled in connection with such sale.

     9. The respective indemnities, agreements, representations, warranties and other statements by any Agent, the Issuing Bank and the Holding Company set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Agent or any controlling person of any Agent, or the Issuing Bank, the Holding Company or any officer or director or any controlling person of the Issuing Bank or the Holding Company, and shall survive each delivery of and payment for any of the Securities.

     10. The provisions of this Agreement relating to the solicitation of offers to purchase Securities from the Issuing Bank may be suspended and this Agreement may be terminated at any time by the Issuing Bank as to any Agent or by any Agent as to such Agent upon the giving of written notice of such suspension or termination to such Agent or the Issuing Bank, as the case may be. In the event of such suspension or termination with respect to any Agent, (x) this Agreement shall remain in full force and effect with respect to any Agent as to which such suspension or termination has not occurred, (y) this Agreement shall remain in full force and effect with respect to the rights and obligations of any party which have previously accrued or which relate to Securities which are already issued, agreed to be issued or the subject of a pending offer at the time of such suspension or termination and (z) in any event, this Agreement shall remain in full force and effect insofar as the fourth paragraph of Section 3(a), and Sections 4(c), 4(d), 4(e), 5, 7 and 9 hereof are concerned.

     11. Except as otherwise specifically provided herein or in the Administrative Procedure, all statements, requests, notices and advices hereunder shall be in writing, or by telephone if promptly confirmed in writing, and shall be sufficient in all respects when delivered or sent by facsimile transmission or registered mail as follows: if to Credit Suisse First Boston LLC to Eleven Madison Avenue, New York, New York 10010-3629, Facsimile Transmission No. (212) 325-8183, Attention: Short and Medium Term Finance; and if to Citigroup Global Markets Inc. to 388 Greenwich Street, New York, New York 10013, Facsimile Transmission No. (212) 816-7912, Attention: Medium Term Note Department; and if to Goldman Sachs & Co. to 85 Broad Street, New York, New York 10004, Facsimile Transmission No. (212) 834-6702, Attention: Transaction Execution Group; and if to Merrill Lynch, Pierce, Fenner & Smith Incorporated to 4 World Financial Center, Floor 15, New York, New York 10080, Facsimile Transmission No. (212) 449-2234, Attention: MTN Product Management; and if to the Holding

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Company to Associated Banc-Corp, 1200 Hansen Road, Green Bay, WI 54304, Facsimile Transmission No. (920) 491-7010, Attention: Corporate Counsel.

     12. This Agreement and any Terms Agreement shall be binding upon, and inure solely to the benefit of, each Agent, the Issuing Bank and the Holding Company, and to the extent provided in Sections 8, 9 and 10 hereof, the officers and directors of the Issuing Bank and the Holding Company and any person who controls any Agent or the Issuing Bank or the Holding Company, and their respective personal representatives, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any Terms Agreement. No purchaser of any of the Securities through or from any Agent hereunder shall be deemed a successor or assign by reason merely of such purchase.

     13. Time shall be of the essence in this Agreement and any Terms Agreement.

     14. This Agreement and any Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

     15. This Agreement and any Terms Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be an original, but all of such respective counterparts shall together constitute one and the same instrument.

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     If the foregoing is in accordance with your understanding, please sign and return to us 8 counterparts hereof, whereupon this letter and the acceptance by each of you thereof shall constitute a binding agreement between the Issuing Bank, the Holding Company and each of you in accordance with its terms.

Very truly yours,
ASSOCIATED BANK, NATIONAL ASSOCIATION
By:	/s/ Joseph T. Dutkiewicz
Name:	Joseph T. Dutkiewicz
Title:	Vice President
ASSOCIATED BANC-CORP
By:	/s/ Joseph B. Selner
Name:	Joseph B. Selner
Title:	Executive Vice President, Chief Financial Officer

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Accepted in New York, New York,
as of the date hereof:
CREDIT SUISSE FIRST BOSTON LLC
By:	/s/ Helena M. Willner
	Name: Helena M. Willner
	Title: Director
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Peter Aherne
	Name: Peter Aherne
	Title: Managing Director
GOLDMAN, SACHS & CO.
By:	/s/ Goldman, Sachs & Co
MERRILL	LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Robert J. Little
	Name: Robert J. Little
	Title: Vice President

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ANNEX I

Associated Bank, National Association
Bank Notes
Terms Agreement

..................., 20..

Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, New York 10010-3629

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Merrill Lynch, Pierce, Fenner &
Smith Incorporated
World Financial Center, North Tower
New York, New York 10281

Ladies and Gentlemen:

     Associated Bank, National Association (the “Issuing Bank”) proposes, subject to the terms and conditions stated herein and in the Distribution Agreement, dated September 30, 2005 (the “Distribution Agreement”), between the Issuing Bank and Associated Banc-Corp (the “Holding Company”) on the one hand and Credit Suisse First Boston LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Agents”) on the other, to issue and sell to [Name(s) of Agent(s)] the securities specified in the Schedule hereto (the “Purchased Securities”). Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agents, as agents of the Issuing Bank, of offers to purchase Securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Nothing contained herein or in the Distribution Agreement shall make any party hereto an agent of the Issuing Bank or make such party subject to the provisions therein relating to the solicitation of offers to purchase Securities from the Issuing Bank, solely by virtue of its execution of this Terms Agreement. Each of the representations and warranties set forth in the Distribution Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty in Sections 1 and 2 of the Distribution Agreement which makes reference to the Offering Circular shall be deemed to be a representation and warranty as of the date of the Distribution Agreement in relation to the Offering Circular (as therein defined), and also a representation and warranty as of the date of

I-1

this Terms Agreement in relation to the Offering Circular as amended and supplemented to relate to the Purchased Securities.

     The Issuing Bank acknowledges and agrees that solely in connection with this Terms Agreement and the Purchased Securities, notwithstanding any preexisting or ongoing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the [Name(s) of Agent(s)]: (a) no fiduciary or agency relationship between the Issuing Bank and any other person, on the one hand, and the [Name(s) of Agent(s)], on the other, exists; (b) the [Name(s) of Agent(s)] are not acting as advisors, expert or otherwise, to the Issuing Bank, including, without limitation, with respect to the determination of the purchase price and terms of the Purchased Securities, and such relationship between the Issuing Bank, on the one hand, and the [Name(s) of Agent(s)], on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the [Name(s) of Agent(s)] may have to the Issuing Bank shall be limited to those duties and obligations specifically stated herein; and (d) the [Name(s) of Agent(s)] and their respective affiliates may have interests that differ from those of the Issuing Bank.

     Subject to the terms and conditions set forth herein and in the Distribution Agreement incorporated herein by reference, the Issuing Bank agrees to issue and sell to [Name(s) of Agent(s)] and [Name(s) of Agent(s)] agree[s] to purchase from the Issuing Bank the Purchased Securities, at the time and place, in the principal amount and at the purchase price set forth in the Schedule hereto.

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     If the foregoing is in accordance with your understanding, please sign and return to us [. . . .. .] counterparts hereof, and upon acceptance hereof by you this letter and such acceptance hereof, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement among you, the Issuing Bank and the Holding Company.

ASSOCIATED BANK, NATIONAL ASSOCIATION
By:
	Name:
	Title:
ASSOCIATED BANC-CORP
By:
	Name:
	Title:

Accepted
[Name(s) of Agent(s)]
By:
	Name:
	Title:

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Schedule to Annex I

Title of Purchased Securities:

     [ %] Bank Notes

Aggregate Principal Amount:

     [$.................... or units of other Specified Currency]

[Price to Public:]

Purchase Price by [Name(s) of Agent(s)]:

     % of the principal amount of the Purchased Securities[, plus accrued interest from ................ to ...............] [and accrued amortization, if any, from ................. to .................]

Method of and Specified Funds for Payment of Purchase Price:

     [By certified or official bank check or checks, payable to the order of the Issuing Bank, in [[New York] Clearing House] [immediately available] funds]

     [By wire transfer to a bank account specified by the Issuing Bank in [next day] [immediately available] funds]

Time of Delivery:

Closing Location for Delivery of Securities:

Maturity:

Interest Rate:

     [ %]

Interest Payment Dates:

     [months and dates]

Documents to be Delivered:

     The following documents referred to in the Distribution Agreement shall be delivered as a condition to the Closing:

     [(1) The opinion or opinions of counsel to the Agents referred to in Section 4(g).]

     [(2) The opinion of counsel to the Issuing Bank referred to in Section 4(h).]

     [(3) The officers’ certificate referred to in Section 4(i).]

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     [(4) The accountants’ letter(s) referred to in Section 4(j).]

Other Provisions (including Syndicate Provisions, if applicable):

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ANNEX II

Associated Bank, National Association

Administrative Procedure

     This Administrative Procedure relates to the Securities defined in the Distribution Agreement, dated September 30 2005 (the “Distribution Agreement”), among Associated Bank, National Association (the “Issuing Bank”) and Associated Banc-Corp, Credit Suisse First Boston LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated(together, the “Agents”), to which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Offering Circular as amended or supplemented or the Fiscal Agency Agreement.

     The procedures to be followed with respect to the settlement of sales of Securities directly by the Issuing Bank to purchasers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Issuing Bank will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Issuing Bank and such Agent otherwise agree as provided in Section 3(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent.”

     The Issuing Bank will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details.

     Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Fiscal and Paying Agent, as agent for The Depository Trust Company (the “Depositary”) and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”) or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Fiscal Agency Agreement.

     Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof.

PART I: ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES

     In connection with the qualification of the Book-Entry Securities for eligibility in the book-entry system maintained by the Depositary, the Fiscal and Paying Agent will perform the custodial, document control and administrative functions described below, in accordance with its

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respective obligations under a Letter of Representation from the Issuing Bank and the Fiscal and Paying Agent to the Depositary, dated the date hereof, and its obligations as a participant in the Depositary, including the Depositary’s Same-Day Funds Settlement System (“SDFS”).

Posting Rates by the Issuing Bank:

     The Issuing Bank and the Agents will discuss from time to time the rates of interest per annum to be borne by and the maturity of Book-Entry Securities that may be sold as a result of the solicitation of offers by an Agent. The Issuing Bank may establish a fixed set of interest rates and maturities for an offering period (“posting”). If the Issuing Bank decides to change already posted rates, it will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents.

Acceptance of Offers by the Issuing Bank:

     Each Agent will promptly advise the Issuing Bank by telephone or other appropriate means of all reasonable offers to purchase Book-Entry Securities, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Each Agent also may make offers to the Issuing Bank to purchase Book-Entry Securities as a Purchasing Agent. The Issuing Bank will have the sole right to accept offers to purchase Book-Entry Securities and may reject any such offer in whole or in part.

     The Issuing Bank will promptly notify the Selling Agent or Purchasing Agent, as the case may be, of its acceptance or rejection of an offer to purchase Book-Entry Securities. If the Issuing Bank accepts an offer to purchase Book-Entry Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Fiscal and Paying Agent.

Communication of Sale Information to the Issuing Bank by Agent and Settlement Procedures:

     A. After the acceptance of an offer by the Issuing Bank, the Selling Agent or Purchasing Agent, as the case may be, will communicate promptly, but in no event later than the time set forth under “Settlement Procedure Timetable” below, the following details of the terms of such offer (the “Sale Information”) to the Issuing Bank by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means:

(1)	Principal Amount of Book-Entry Securities to be purchased;
(2)	If a Fixed Rate Book-Entry Security, the interest rate and initial interest payment date;
(3)	Trade Date;
(4)	Settlement Date;
(5)	Maturity Date;
(6)	Specified Currency and, if the Specified Currency is other than U.S. dollars, the applicable Exchange Rate for such Specified Currency (it being understood that currently the Depositary accepts deposits of Global Securities denominated in U.S. dollars only);
(7)	Indexed Currency, the Base Rate and the Exchange Rate Determination Date, if applicable;
(8)	Issue Price;
(9)	Selling Agent’s commission or Purchasing Agent’s discount, as the case may be;

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(10)	Net Proceeds to the Issuing Bank;
(11)	If a redeemable Book-Entry Security, such of the following as are applicable:

(i)	Redemption Commencement Date,
(ii)	Initial Redemption Price (% of par), and
(iii)	Amount (% of par) that the Redemption Price shall decline (but not below par) on each anniversary of the Redemption Commencement Date;

(12) If a Floating Rate Book-Entry Security, such of the following as are applicable:

(i)	Interest Rate Basis,
(ii)	Index Maturity,
(iii)	Spread or Spread Multiplier,
(iv)	Maximum Rate,
(v)	Minimum Rate,
(vi)	Initial Interest Rate,
(vii)	Interest Reset Dates,
(viii)	Calculation Dates,
(ix)	Interest Determination Dates,
(x)	Interest Payment Dates,
(xi)	Regular Record Dates, and
(xii)	Calculation Agent;

(13)	Name, address and taxpayer identification number of the registered owner(s);
(14)	Denomination of certificates to be delivered at settlement;
(15)	Book-Entry Security or Certificated Security; and
(16)	Selling Agent or Purchasing Agent.

B. After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the Issuing Bank will communicate such Sale Information to the Fiscal and Paying Agent by facsimile transmission or other acceptable written means. The Fiscal and Paying Agent will assign a CUSIP number to the Global Security from a list of CUSIP numbers previously delivered to the Fiscal and Paying Agent by the Issuing Bank representing such Book-Entry Security and then advise the Issuing Bank and the Selling Agent or Purchasing Agent, as the case may be, of such CUSIP number.

C. The Fiscal and Paying Agent will enter a pending deposit message through the Depositary’s Participant Terminal System, providing the following settlement information to the Depositary, and the Depositary shall forward such information to such Agent and Standard & Poor’s Corporation:

(1)	The applicable Sale Information;
(2)	CUSIP number of the Global Security representing such Book-Entry Security;
(3)	Whether such Global Security will represent any other Book-Entry Security (to the extent known at such time);
(4)	Number of the participant account maintained by the Depositary on behalf of the Selling Agent or Purchasing Agent, as the case may be;
(5)	The interest payment period; and
(6)	Initial Interest Payment Date for such Book-Entry Security, number of days by which such date succeeds the record date for the Depositary’s purposes (or, in the case

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of Floating Rate Securities which reset daily or weekly, the date five calendar days immediately preceding the applicable Interest Payment Date and, in the case of all other Book-Entry Securities, the Regular Record Date, as defined in the Security) and, if calculable at that time, the amount of interest payable on such Interest Payment Date.

D. The Fiscal and Paying Agent will complete and authenticate the Global Security previously delivered by the Bank representing such Book-Entry Security.

E. The Depositary will credit such Book-Entry Security to the Fiscal and Paying Agent’s participant account at the Depositary.

F. The Fiscal and Paying Agent will enter an SDFS deliver order through the Depositary’s Participant Terminal System instructing the Depositary to (i) debit such Book-Entry Security to the Fiscal and Paying Agent’s participant account and credit such Book-Entry Security to such Agent’s participant account and (ii) debit such Agent’s settlement account and credit the Fiscal and Paying Agent’s settlement account for an amount equal to the price of such Book-Entry Security less such Agent’s commission. The entry of such a deliver order shall constitute a representation and warranty by the Fiscal and Paying Agent to the Depositary that (a) the Global Security representing such Book-Entry Security has been issued and authenticated and (b) the Fiscal and Paying Agent is holding such Global Security pursuant to the Certificate Agreement.

G. Such Agent will enter an SDFS deliver order through the Depositary’s Participant Terminal System instructing the Depositary (i) to debit such Book-Entry Security to such Agent’s participant account and credit such Book-Entry Security to the participant accounts of the participants with respect to such Book-Entry Security and (ii) to debit the settlement accounts of such participants and credit the settlement account of such Agent for an amount equal to the price of such Book-Entry Security.

H. Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures “F” and “G” will be settled in accordance with SDFS operating procedures in effect on the settlement date.

I. Upon confirmation of receipt of funds, the Fiscal and Paying Agent will transfer to the account of the Issuing Bank maintained at the Issuing Bank or such other account as the Issuing Bank may have previously specified to the Fiscal and Paying Agent, in funds available for immediate use in the amount transferred to the Fiscal and Paying Agent in accordance with Settlement Procedure “F”.

J. Upon request, the Fiscal and Paying Agent will send to the Issuing Bank a statement setting forth the principal amount of Book-Entry Securities outstanding as of that date under the Fiscal Agency Agreement.

K. Such Agent will confirm the purchase of such Book-Entry Security to the purchaser either by transmitting to the participants with respect to such Book-Entry Security a confirmation order or orders through the Depositary’s institutional delivery system or by mailing a written confirmation to such purchaser.

L. The Depositary will, at any time, upon request of the Issuing Bank or the Fiscal and Paying Agent, promptly furnish to the Issuing Bank or the Fiscal and Paying Agent a list of the names and addresses of the participants for whom the Depositary has credited Book-Entry Securities.

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Preparation of Pricing Supplement:

     If the Issuing Bank accepts an offer to purchase a Book-Entry Security, it will prepare a Pricing Supplement reflecting the terms of such Book-Entry Security and arrange to have delivered to the Selling Agent or Purchasing Agent, as the case may be, at least ten copies of such Pricing Supplement, not later than 5:00 p.m., New York City time, on the Business Day following the Trade Date (as defined below), or if the Issuing Bank and the purchaser agree to settlement on the Business Day following the date of acceptance of such offer, not later than noon, New York City time, on such date.

Delivery of Confirmation and Offering Circular to Purchaser by Selling Agent:

     The Selling Agent will deliver to the purchaser of a Book-Entry Security a written confirmation of the sale and delivery and payment instructions. In addition, the Selling Agent will deliver to such purchaser or its agent the Offering Circular as amended or supplemented (including the Pricing Supplement) in relation to such Book-Entry Security prior to or together with the earlier of the delivery to such purchaser or its agent of (a) the confirmation of sale or (b) the Book-Entry Security.

Date of Settlement:

     The receipt by the Issuing Bank of immediately available funds in payment for a Book-Entry Security and the authentication and issuance of the Global Security representing such Book-Entry Security shall constitute “settlement” with respect to such Book-Entry Security. All orders of Book-Entry Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by the Issuing Bank on a particular date (the “Trade Date”) will be settled on a date (the “Settlement Date”) which is the third Business Day after the Trade Date pursuant to the “Settlement Procedure Timetable” set forth below, unless the Issuing Bank and the purchaser agree to settlement on another Business Day which shall be no earlier than the next Business Day after the Trade Date.

Settlement Procedure Timetable:

     For orders of Book-Entry Securities solicited by a Selling Agent and accepted by the Issuing Bank for settlement on the third Business Day after the Trade Date, Settlement Procedures “A” through “I” set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below:

Settlement
Procedure		Time
A	5:00 p.m.	on the Business Day following the Trade Date or 10:00 a.m. on the Business Day prior to the Settlement Date, whichever is earlier
B	12:00 noon	on the second Business Day immediately preceding the Settlement Date
C	2:00 p.m.	on the second Business Day immediately preceding the Settlement Date
D	9:00 a.m.	on the Settlement Date
E	10:00 a.m.	on the Settlement Date

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Settlement
Procedure		Time
F-G	2:00 p.m.	on the Settlement Date
H	4:45 p.m.	on the Settlement Date
I	5:00 p.m.	on the Settlement Date

     If the initial interest rate for a Floating Rate Book-Entry Security has not been determined at the time that Settlement Procedure “A” is completed, Settlement Procedures “B” and “C” shall be completed as soon as such rate has been determined but no later than 2:00 p.m. on the second Business Day immediately preceding the Settlement Date. Settlement Procedure “H” is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date.

     If settlement of a Book-Entry Security is rescheduled or canceled, the Fiscal and Paying Agent, upon obtaining knowledge thereof, will deliver to the Depositary, through the Depositary’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m. on the Business Day immediately preceding the scheduled Settlement Date.

Failure to Settle:

     If the Fiscal and Paying Agent fails to enter an SDFS deliver order with respect to a Book-Entry Security pursuant to Settlement Procedure “F”, the Fiscal and Paying Agent may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Book-Entry Security to the Fiscal and Paying Agent’s participant account, provided that the Fiscal and Paying Agent’s participant account contains a principal amount of the Global Security representing such Book-Entry Security that is at least equal to the principal amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Securities represented by a Global Security, the Fiscal and Paying Agent will mark such Global Security “canceled”, make appropriate entries in the Fiscal and Paying Agent’s records and send such canceled Global Security to the Bank. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Securities represented by a Global Security, the Fiscal and Paying Agent will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security.

     If the purchase price for any Book-Entry Security is not timely paid to the participants with respect to such Book-Entry Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Book-Entry Security may enter deliver orders through the Depositary’s Participant Terminal System debiting such Book-Entry Security to such participant’s account and crediting such Book-Entry Security to such Agent’s account and then debiting such Book-Entry Security to such Agent’s participant account and crediting such Book-Entry Security to the Fiscal Agent’s participant account and shall notify the Issuing Bank and the Fiscal and Paying Agent thereof. Thereafter, the Fiscal and Paying Agent will (i) immediately notify the Issuing Bank of such order and the Issuing Bank shall transfer to such Agent funds available for immediate use in an amount equal to the price of such Book-Entry Security which was credited to the account of the Issuing Bank maintained at the Fiscal and Paying Agent in accordance with Settlement Procedure I, and (ii) deliver the withdrawal message

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and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Issuing Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Issuing Bank.

     Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Securities to have been represented by a Global Security, the Fiscal and Paying Agent will provide, in accordance with Settlement Procedure “D”, for the authentication and issuance of a Global Security representing the other Book-Entry Securities to have been represented by such Global Security and will make appropriate entries in its records. The Issuing Bank will, from time to time, furnish the Fiscal and Paying Agent with a sufficient quantity of Securities.

PART II: ADMINISTRATIVE PROCEDURE FOR CERTIFICATED SECURITIES

Posting Rates by Issuing Bank:

     The Issuing Bank and the Agents will discuss from time to time the rates of interest per annum to be borne by and the maturity of Certificated Securities that may be sold as a result of the solicitation of offers by an Agent. The Issuing Bank may establish a fixed set of interest rates and maturities for an offering period (“posting”). If the Issuing Bank decides to change already posted rates, it will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents.

Acceptance of Offers by Issuing Bank:

     Each Agent will promptly advise the Issuing Bank by telephone or other appropriate means of all reasonable offers to purchase Certificated Securities, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Each Agent also may make offers to the Issuing Bank to purchase Certificated Securities as a Purchasing Agent. The Issuing Bank will have the sole right to accept offers to purchase Certificated Securities and may reject any such offer in whole or in part.

     The Issuing Bank will promptly notify the Selling Agent or Purchasing Agent, as the case may be, of its acceptance or rejection of an offer to purchase Certificated Securities. If the Issuing Bank accepts an offer to purchase Certificated Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Fiscal and Paying Agent.

Communication of Sale Information to Issuing Bank by Agent:

     After the acceptance of an offer by the Issuing Bank, the Selling Agent or Purchasing Agent, as the case may be, will communicate the following details of the terms of such offer (the “Sale Information”) to the Issuing Bank by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means:

(1) Principal Amount of Certificated Securities to be purchased;

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(2)	If a Fixed Rate Certificated Security, the interest rate and initial interest payment date;
(3)	Trade Date;
(4)	Settlement Date;
(5)	Maturity Date;
(6)	Specified Currency and, if the Specified Currency is other than U.S. dollars, the applicable Exchange Rate for such Specified Currency;
(7)	Indexed Currency, the Base Rate and the Exchange Rate Determination Date, if applicable;
(8)	Issue Price;
(9)	Selling Agent’s commission or Purchasing Agent’s discount, as the case may be;
(10)	Net Proceeds to the Issuing Bank;
(11)	If a redeemable Certificated Security, such of the following as are applicable:

(i)	Redemption Commencement Date,
(ii)	Initial Redemption Price (% of par), and
(iii)	Amount (% of par) that the Redemption Price shall decline (but not below par) on each anniversary of the Redemption Commencement Date;

(12) If a Floating Rate Certificated Security, such of the following as are applicable:

(i)	Interest Rate Basis,
(ii)	Index Maturity,
(iii)	Spread or Spread Multiplier,
(iv)	Maximum Rate,
(v)	Minimum Rate,
(vi)	Initial Interest Rate,
(vii)	Interest Reset Dates,
(viii)	Calculation Dates,
(ix)	Interest Determination Dates,
(x)	Interest Payment Dates,
(xi)	Regular Record Dates, and
(xii)	Calculation Agent;

(13)	Name, address and taxpayer identification number of the registered owner(s);
(14)	Denomination of certificates to be delivered at settlement;
(15)	Book-Entry Security or Certificated Security; and
(16)	Selling Agent or Purchasing Agent.

Preparation of Pricing Supplement by Issuing Bank:

     If the Issuing Bank accepts an offer to purchase a Certificated Security, it will prepare a Pricing Supplement reflecting the terms of such Certificated Security and arrange to have delivered to the Selling Agent or Purchasing Agent, as the case may be, at least ten copies of such Pricing Supplement, not later than 5:00 p.m., New York City time, on the Business Day following the Trade Date, or if the Issuing Bank and the purchaser agree to settlement on the date of acceptance of such offer, not later than noon, New York City time, on such date.

Delivery of Confirmation and Offering Circular to Purchaser by Selling Agent:

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     The Selling Agent will deliver to the purchaser of a Certificated Security a written confirmation of the sale and delivery and payment instructions. In addition, the Selling Agent will deliver to such purchaser or its agent the Offering Circular as amended or supplemented (including the Pricing Supplement) in relation to such Certificated Security prior to or together with the earlier of the delivery to such purchaser or its agent of (a) the confirmation of sale or (b) the Certificated Security.

Date of Settlement:

     All offers of Certificated Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by the Issuing Bank will be settled on a date (the “Settlement Date”) which is the third Business Day after the date of acceptance of such offer, unless the Issuing Bank and the purchaser agree to settlement (a) on another Business Day after the acceptance of such offer or (b) with respect to an offer accepted by the Issuing Bank prior to 10:00 a.m., New York City time, on the date of such acceptance.

Instruction from Issuing Bank to Fiscal and Paying Agent for Preparation of Certificated Securities:

     After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the Issuing Bank will communicate such Sale Information to the Fiscal and Paying Agent by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means.

     The Issuing Bank will instruct the Fiscal and Paying Agent by facsimile transmission or other acceptable written means to authenticate and deliver the Certificated Securities no later than 2:15 p.m., New York City time, on the Settlement Date. Such instruction will be given by the Issuing Bank prior to 3:00 p.m., New York City time, on the Business Day immediately preceding the Settlement Date unless the Settlement Date is the date of acceptance by the Issuing Bank of the offer to purchase Certificated Securities in which case such instruction will be given by the Issuing Bank by 11:00 a.m., New York City time.

Preparation and Delivery of Certificated Securities by Fiscal and Paying Agent and Receipt of Payment Therefor:

     The Fiscal and Paying Agent will prepare each Certificated Security and appropriate receipts that will serve as the documentary control of the transaction.

     In the case of a sale of Certificated Securities to a purchaser solicited by a Selling Agent, the Fiscal and Paying Agent will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the Certificated Securities to the Selling Agent for the benefit of the purchaser of such Certificated Securities against delivery by the Selling Agent of a receipt therefor. On the Settlement Date the Selling Agent will deliver payment for such Certificated Securities in immediately available funds to the Issuing Bank in an amount equal to the issue price of the Certificated Securities less the Selling Agent’s commission; provided that the Selling Agent reserves the right to withhold payment for which it has not received funds from the purchaser. The Issuing Bank shall not use any proceeds advanced by a Selling Agent to acquire securities.

     In the case of a sale of Certificated Securities to a Purchasing Agent, the Fiscal and Paying Agent will, by 2:15 p.m., New York City time, on the Settlement Date, deliver the Certificated Securities to the Purchasing Agent against delivery of payment for such Certificated

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Securities in immediately available funds to the Issuing Bank in an amount equal to the issue price of the Certificated Securities less the Purchasing Agent’s discount.

Failure of Purchaser to Pay Selling Agent:

     If a purchaser (other than a Purchasing Agent) fails to make payment to the Selling Agent for a Certificated Security, the Selling Agent will promptly notify the Fiscal and Paying Agent and the Issuing Bank thereof by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means. The Selling Agent will immediately return the Certificated Security to the Fiscal and Paying Agent. Immediately upon receipt of such Certificated Security by the Fiscal and Paying Agent, the Issuing Bank will return to the Selling Agent an amount equal to the amount previously paid to the Issuing Bank in respect of such Certificated Security. The Issuing Bank will reimburse the Selling Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Issuing Bank. The Fiscal and Paying Agent will cancel the Certificated Security in respect of which the failure occurred, make appropriate entries in its records and, unless otherwise instructed by the Issuing Bank, destroy the Certificated Security.

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EX-4.1

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

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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

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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.

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          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

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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

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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.

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               (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.

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          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

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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”).

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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

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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.

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“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

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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

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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.

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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.

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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.