0000950137-05-012579 Sample Contracts

Associated Bank, National Association $2,000,000,000 Senior and Subordinated Bank Notes Distribution Agreement
Administrative Procedure • October 19th, 2005 • Associated Banc-Corp • State commercial banks • New York

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”).

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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
Fiscal and Paying Agency Agreement • October 19th, 2005 • Associated Banc-Corp • State commercial banks • New York

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.

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