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<SEC-DOCUMENT>0001042167-02-000088.txt : 20020528
<SEC-HEADER>0001042167-02-000088.hdr.sgml : 20020527
<ACCEPTANCE-DATETIME>20020528161015
ACCESSION NUMBER:		0001042167-02-000088
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20020523
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020528

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ASSOCIATED BANC-CORP
		CENTRAL INDEX KEY:			0000007789
		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]
		IRS NUMBER:				391098068
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-05519
		FILM NUMBER:		02663576

	BUSINESS ADDRESS:	
		STREET 1:		1200 HANSEN ROAD
		CITY:			GREEN BAY
		STATE:			WI
		ZIP:			54304
		BUSINESS PHONE:		9204917015

	MAIL ADDRESS:	
		STREET 1:		1200 HANSEN ROAD
		CITY:			GREEN BAY
		STATE:			WI
		ZIP:			54304

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ASSOCIATED BANK SERVICES INC
		DATE OF NAME CHANGE:	19770626
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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):  May 23, 2002
                                                            ------------

                             ASSOCIATED BANC-CORP
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Wisconsin
             ------------------------------------------------------
                 (State or other jurisdiction or incorporation)

       0-5519                                                   39-1098068
- ----------------------                                    ----------------------
  (Commission File                                         (I.R.S. Employer I.D.
       Number)                                                    Number)

      1200 Hansen Road
    Green Bay, Wisconsin                                           54304
- --------------------------------                          ----------------------
(Address of Principal Executive                                  (Zip Code)
        Offices)

                                 (920) 491-7000
             ------------------------------------------------------
              (Registrant's telephone number; including area code)

<PAGE>
Item  5.  Other  Events.
- -----------------------

     Associated  Banc-Corp,  a  Wisconsin  corporation (the "Company"), and ASBC
Capital  I, a business trust formed under the laws of the State of Delaware (the
"Trust"),  ASBC  Capital  II  and  ASBC  Capital  III,  have  entered  into  an
Underwriting  Agreement dated May 23, 2002, with Merrill Lynch, Pierce, Fenner &
Smith  Incorporated  ("Merrill  Lynch") and a Terms Agreement dated May 23, 2002
with  Merrill  Lynch,  on  behalf  of  itself  and  the other underwriters named
therein,  for  the  public  offering  of  8,050,000  of the Trust's 7.625% Trust
Preferred  Securities  (the  "Preferred  Securities")  representing  preferred
beneficial  interests  in  the  Trust,  each  with  a liquidation amount of $25,
including  1,050,000  Preferred  Securities  subject  to  the  underwriters'
overallotment  option.  The  Preferred Securities will be fully, irrevocably and
unconditionally  guaranteed on a subordinated basis by the Company pursuant to a
Guarantee Agreement dated May 30, 2002 (the "Guarantee") between the Company and
BNY  Midwest  Trust Company, as Guarantee Trustee. The proceeds from the sale of
the  Preferred Securities, together with the proceeds from the sale by the Trust
of  its  common  securities  are  to  be  invested in 7.625% Junior Subordinated
Debentures  of  the Company (the "Junior Subordinated Debentures"), due June 15,
2032, to be issued pursuant to a Junior Subordinated Indenture (the "Indenture")
dated  May  30,  2002  between  the  Company  and  BNY Midwest Trust Company, as
Debenture Trustee, and the Officers' Certificate dated May 30, 2002, pursuant to
Section  3.1 of the Indenture. The Preferred Securities, the Junior Subordinated
Debentures  and  the  Guarantee have been registered under the Securities Act of
1933, as amended (the "Securities Act"), by a registration statement on Form S-3
(File  No.  333-87578).

Item  7.  Financial  Statements  and  Exhibits.
- ----------------------------------------------

     (a)     Financial  statements  of  business  acquired.

             Not  applicable.

     (b)     Pro  forma  financial  information.

             Not  applicable.

     (c)     Exhibits

     1(a)     Underwriting  Agreement,  dated  May  23, 2002, among the Company,
ASBC  Capital  I,  ASBC  Capital II, ASBC Capital III and Merrill Lynch, Pierce,
Fenner  &  Smith  Incorporated.


                                        2
<PAGE>
     1(b)     Terms  Agreement  (Preferred  Securities)  (May 23, 2002) for ASBC
Capital  I.

     4(a)     Form  of  Officers'  Certificate  dated  May  30, 2002 pursuant to
Section  3.1  of  the  Junior  Subordinated  Indenture dated as of May 30, 2002,
between  the  Company  and  BNY  Midwest  Trust  Company,  as  Debenture Trustee
(excluding  exhibits  thereto).

     8        Opinion  of Reinhart Boerner Van Deuren s.c. regarding certain tax
matters.



                                        3
<PAGE>
                                   SIGNATURES

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

                                        ASSOCIATED  BANC-CORP
Date:  May  28,  2002
                                        BY   /s/ Brian R. Bodager
                                          --------------------------------------
                                                     Brian R. Bodager
                                               Chief Administrative Officer,
                                               General Counsel and Secretary



                                        4




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.(A)
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
                                                                  EXECUTION COPY





                              Associated Banc-Corp
                            (a Wisconsin corporation)
                                 ASBC Capital I
                                 ASBC Capital II
                                ASBC Capital III
                       (Delaware statutory business trusts)

                                Up to $300,000,00
   Capital Securities of ASBC Capital I, ASBC Capital II and ASBC Capital III



                               Dated May 23, 2002

<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                             Page
<S>         <C>                                                              <C>
SECTION 1.  Representations and Warranties. . . . . . . . . . . . . . . . .   4
            (a) Representations and Warranties. . . . . . . . . . . . . . .   4
                (1) Compliance with Registration Requirements . . . . . . .   4
                (2) Incorporated Documents. . . . . . . . . . . . . . . . .   5
                (3) Independent Accountants . . . . . . . . . . . . . . . .   5
                (4) Financial Statements. . . . . . . . . . . . . . . . . .   5
                (5) No Material Adverse Change in Business. . . . . . . . .   6
                (6) Good Standing of the Company. . . . . . . . . . . . . .   6
                (7) Good Standing of the Designated Trust . . . . . . . . .   6
                (8) Good Standing of Subsidiaries . . . . . . . . . . . . .   7
                (9) Capitalization. . . . . . . . . . . . . . . . . . . . .   7
                (10) Authorization of this Underwriting Agreement and
                     Terms Agreement. . . . . . . . . . . . . . . . . . . .   7
                (11) Authorization of the Indenture . . . . . . . . . . . .   7
                (12) Authorization of Junior Subordinated Debt Securities .   7
                (13) Authorization of Trust Securities. . . . . . . . . . .   8
                (14) Authorization of the Guarantee Agreement . . . . . . .   8
                (15) Authorization of the Trust Agreement . . . . . . . . .   8
                (16) Descriptions of the Securities and the Operative
                     Documents. . . . . . . . . . . . . . . . . . . . . . .   9
                (17) Absence of Defaults and Conflicts. . . . . . . . . . .   9
                (18) Absence of Labor Dispute . . . . . . . . . . . . . . .  10
                (19) Absence of Proceedings . . . . . . . . . . . . . . . .  10
                (20) Accuracy of Exhibits . . . . . . . . . . . . . . . . .  10
                (21) Absence of Further Requirements. . . . . . . . . . . .  10
                (22) Possession of Intellectual Property. . . . . . . . . .  11
                (23) Possession of Licenses and Permits . . . . . . . . . .  11
                (24) Title to Property. . . . . . . . . . . . . . . . . . .  11
                (25) Not an Investment Company. . . . . . . . . . . . . . .  12
                (26) Not Party to or the Subject of any Consent Decree. . .  12
            (b) Officers' Certificates. . . . . . . . . . . . . . . . . . .  12
SECTION 2.  Sale and Delivery to Underwriters; Closing. . . . . . . . . . .  12
            (a) Underwritten Securities . . . . . . . . . . . . . . . . . .  12
            (b) Option Underwritten Securities. . . . . . . . . . . . . . .  12
            (c) Payment . . . . . . . . . . . . . . . . . . . . . . . . . .  13
            (d) Denominations; Registration . . . . . . . . . . . . . . . .  13
SECTION 3.  Covenants of the Company and the Designated Trust . . . . . . .  14
            (a) Compliance with Securities Regulations and Commission
                Requests. . . . . . . . . . . . . . . . . . . . . . . . . .  14
            (b) Filing of Amendments. . . . . . . . . . . . . . . . . . . .  14
            (c) Delivery of Registration Statements . . . . . . . . . . . .  14

                                        i

<PAGE>
            (d) Delivery of Prospectuses. . . . . . . . . . . . . . . . . .  15
            (e) Continued Compliance with Securities Laws . . . . . . . . .  15
            (f) Blue Sky Qualifications . . . . . . . . . . . . . . . . . .  15
            (g) Earnings Statement. . . . . . . . . . . . . . . . . . . . .  16
            (h) Use of Proceeds . . . . . . . . . . . . . . . . . . . . . .  16
            (i) Listing . . . . . . . . . . . . . . . . . . . . . . . . . .  16
            (j) Restriction on Sale of Securities . . . . . . . . . . . . .  16
            (k) Reporting Requirements. . . . . . . . . . . . . . . . . . .  16
            (l) Guarantee and Junior Subordinated Debt Securities . . . . .  16
SECTION 4.  Payment of Expenses . . . . . . . . . . . . . . . . . . . . . .  16
            (a) Expenses. . . . . . . . . . . . . . . . . . . . . . . . . .  16
            (b) Termination of Agreement. . . . . . . . . . . . . . . . . .  17
SECTION 5.  Conditions of Underwriters' Obligations . . . . . . . . . . . .  17
            (a) Effectiveness of Registration Statement . . . . . . . . . .  17
            (b) Opinion of Counsel for Company. . . . . . . . . . . . . . .  17
            (c) Opinion of Counsel for Designated Trust . . . . . . . . . .  18
            (d) Opinion of Counsel for Underwriters . . . . . . . . . . . .  18
            (e) Company Officers' Certificate . . . . . . . . . . . . . . .  18
            (f) Designated Trust Certificate. . . . . . . . . . . . . . . .  18
            (g) Accountant's Comfort Letter . . . . . . . . . . . . . . . .  19
            (h) Bring-down Comfort Letter . . . . . . . . . . . . . . . . .  19
            (i) Ratings . . . . . . . . . . . . . . . . . . . . . . . . . .  19
            (j) Approval of Listing . . . . . . . . . . . . . . . . . . . .  19
            (k) No Objection. . . . . . . . . . . . . . . . . . . . . . . .  19
            (l) Over-Allotment Option . . . . . . . . . . . . . . . . . . .  20
            (m) Additional Documents. . . . . . . . . . . . . . . . . . . .  20
            (n) Termination of Terms Agreement. . . . . . . . . . . . . . .  21
SECTION 6.  Indemnification . . . . . . . . . . . . . . . . . . . . . . . .  21
            (a) Indemnification of Underwriters . . . . . . . . . . . . . .  21
            (b) Indemnification of Company, Directors and Officers. . . . .  22
            (c) Actions against Parties; Notification . . . . . . . . . . .  22
SECTION 7.  Contribution. . . . . . . . . . . . . . . . . . . . . . . . . .  23
SECTION 8.  Representations, Warranties and Agreements to Survive Delivery.  24
SECTION 9.  Termination . . . . . . . . . . . . . . . . . . . . . . . . . .  25
            (a) Underwriting Agreement. . . . . . . . . . . . . . . . . . .  25
            (b) Terms Agreement . . . . . . . . . . . . . . . . . . . . . .  25
            (c) Liabilities . . . . . . . . . . . . . . . . . . . . . . . .  25
SECTION 10.  Default by One or More of the Underwriters . . . . . . . . . .  25


                                        ii
<PAGE>
SECTION 11.  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
SECTION 12.  Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
SECTION 13.  Governing Law and Time . . . . . . . . . . . . . . . . . . . .  27
SECTION 14.  Effect of Headings . . . . . . . . . . . . . . . . . . . . . .  27

</TABLE>


                                      iii

<PAGE>

                              Associated Banc-Corp
                            (a Wisconsin corporation)
                                 ASBC Capital I
                                 ASBC Capital II
                                ASBC Capital III
                      (Delaware statutory business trusts)

   Capital Securities of ASBC Capital I, ASBC Capital II and ASBC Capital III


                             UNDERWRITING AGREEMENT
                                                                    May 23, 2002
MERRILL  LYNCH  &  CO.
Merrill  Lynch,  Pierce,  Fenner  &  Smith
     Incorporated
North  Tower
World  Financial  Center
New  York,  New  York  10281-1209

Ladies  and  Gentlemen:

     ASBC  Capital  I,  ASBC Capital II and ASBC Capital III, statutory business
trusts formed under the laws of the state of Delaware for the purpose of issuing
capital  securities  (each  a  "Trust,"  and,  collectively,  the "Trusts"), and
Associated  Banc-Corp,  a  Wisconsin  corporation ("the Company"), as sponsor of
each  trust  and  as  guarantor,  propose  to  issue and sell up to $300,000,000
aggregate  initial  public offering price of the Trusts' capital securities (the
"Capital  Securities"),  from  time  to  time,  in  or  pursuant  to one or more
offerings  on  terms  to  be  determined  at  the  time  of  sale.

     The Capital Securities are to be issued pursuant to an Amended and Restated
Trust  Agreement  (the "Trust Agreement") to be entered into between the Company
and  BNY  Midwest  Trust  Company,  as  property  trustee,  The Bank of New York
(Delaware)  as  Delaware trustee and Brian R. Bodager, Teresa A. Rosengarten and
Joseph  B.  Selner as administrative trustee (collectively, the "Trustees"). The
Trust  Agreement  authorizes  the Trustees, on behalf of the Trust, to issue the
Capital  Securities, which represent preferred undivided beneficial interests in
the  assets of the Trust, and the Common Securities, which are common securities
of the Trust which will be purchased by the Company (the "Common Securities" and
together  with  the  Capital  Securities,  the  "Trust  Securities"). The Common
Securities  represent common undivided beneficial interests in the assets of the
Trust  and  are  subordinate  in  certain  events  to  the  Capital  Securities.

<PAGE>
     The  Trust  will  use the proceeds from the sale of the Trust Securities to
buy  an  equal  principal  amount of the Junior Subordinated Deferrable Interest
Debt  Securities  issued  by  the  Company  (the  "Junior  Subordinated  Debt
Securities").  The  Junior  Subordinated  Debt  Securities  are  unsecured  debt
obligations  of  the  Company  which  are  to  be  issued  under an Indenture as
supplemented from time to time (as so supplemented, the "Indenture") between the
Company  and BNY Midwest Trust Company, as trustee (the "Debenture Trustee"). In
certain  circumstances,  the  Company  can  elect  to  liquidate  the  Trust and
distribute  the  Junior  Subordinated  Debt  Securities.

     Certain  payments  on  the  Capital  Securities  will  be  guaranteed  (the
"Guarantee")  by the Company pursuant to the Guarantee Agreement (the "Guarantee
Agreement")  to  be  entered  into  between  the  Company  and BNY Midwest Trust
Company,  as  trustee  (the  "Guarantee  Trustee").

     Whenever the Company and the Trust determine to make an offering of Capital
Securities  through  Merrill  Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated  ("Merrill Lynch"), or through an underwriting syndicate managed by
Merrill  Lynch,  the Company and the Trust will enter into an agreement (each, a
"Terms Agreement") providing for the sale of such Capital Securities to, and the
purchase  and offering thereof by, Merrill Lynch and such other underwriters, if
any,  selected  by  Merrill Lynch (the "Underwriters"), which term shall include
Merrill  Lynch,  whether  acting  as  sole  Underwriter  or  as  a  member of an
underwriting  syndicate,  as  well  as  any  Underwriter substituted pursuant to
Section  10  hereof).  The  Terms  Agreement relating to the offering of Capital
Securities  shall  specify the name of the Trust proposing to issue and sell the
Capital Securities (such Trust being the "Designated Trust" with respect to such
Terms  Agreement),  the  number or aggregate liquidation amount, as the case may
be,  of  Capital  Securities to be initially issued by the Designated Trust (the
"Initial  Underwritten  Securities"), the name of each Underwriter participating
in  such offering (subject to substitution as provided in Section 10 hereof) and
the  name  of  any  Underwriter other than Merrill Lynch acting as co-manager in
connection  with  such  offering, the number or aggregate liquidation amount, as
the  case may be, of Initial Underwritten Securities which each such Underwriter
severally  agrees  to  purchase, whether such offering is on a fixed or variable
price  basis  and,  if  on  a fixed price basis, the initial offering price, the
price  at  which  the Initial Underwritten Securities are to be purchased by the
Underwriters,  the  form,  time,  date  and place of delivery and payment of the
Initial  Underwritten  Securities  and  any other material variable terms of the
Initial  Underwritten  Securities, as well as the material variable terms of any
related  Underlying Securities. In addition, if applicable, such Terms Agreement
shall  specify  whether  the  Designated  Trust  has  agreed  to  grant  to  the
Underwriters  an  option  to  purchase  additional  Capital  Securities to cover
over-allotments,  if any, and the number or aggregate liquidation amount, as the
case  may  be,  of  Capital  Securities  subject  to  such  option  (the "Option
Underwritten  Securities").

     As  used  herein,  the  term  "Underwritten  Securities"  shall include the
Initial  Underwritten  Securities  and  all  or  any  portion  of  any  Option
Underwritten  Securities.  The  Terms Agreement, which shall be substantially in
the  form  of Exhibit A hereto, may take the form of an exchange of any standard
form  of written telecommunication between the Company, the Designated Trust and
Merrill  Lynch,  acting  for itself and, if applicable, as representative of any
other  Underwriters.  Each  offering  of Underwritten Securities through Merrill
Lynch  as  sole  Underwriter  or  through  an  underwriting syndicate managed by
Merrill  Lynch  will  be  governed

                                        2
<PAGE>
by  this  Underwriting  Agreement,  as  supplemented  by  the  applicable  Terms
Agreement.  This Underwriting Agreement shall not apply to any other offering of
Capital  Securities  made  by  the Company and any Trust through a firm or firms
other  than  Merrill  Lynch.

     The  Company  and  the  Trusts  have filed with the Securities and Exchange
Commission  (the  "Commission")  a  registration  statement  on  Form  S-3  (No.
333-87578)  for  the  registration  of  the  Capital  Securities,  the  Junior
Subordinated  Debt  Securities  and  the  Guarantees under the Securities Act of
1933, as amended (the "1933 Act"), and the offering thereof from time to time in
accordance  with  Rule  415 of the rules and regulations of the Commission under
the 1933 Act (the "1933 Act Regulations").  Such registration statement has been
declared  effective  by  the  Commission and the applicable Trust Agreement, the
Indenture  and the applicable Guarantee Agreement have been duly qualified under
the  Trust  Indenture  Act of 1939, as amended (the "1939 Act'), and the Company
and  the  Trusts  have  filed  such  post-effective amendments thereto as may be
required  prior to the execution of the applicable Terms Agreement and each such
post-effective amendment, if any, has been declared effective by the Commission.
Such  registration  statement  (as  so  amended,  if  applicable), including the
information, if any, deemed to be a part thereof pursuant to Rule 430A(b) of the
1933  Act  Regulations  (the "Rule 430A Information") or Rule 434(d) of the 1933
Act  Regulations  (the  "Rule  434  Information"),  is referred to herein as the
"Registration  Statement";  and  the  final  prospectus and the final prospectus
supplement relating to the offering of the Underwritten Securities, in the forms
first  furnished  to  the Underwriters by the Company for use in connection with
the offering of the Underwritten Securities, are collectively referred to herein
as the "Prospectus"; provided, however, that all references to the "Registration
Statement"  and  the  "Prospectus" shall also be deemed to include all documents
incorporated  therein  by  reference  pursuant to the Securities Exchange Act of
1934,  as  amended  (the  "1934  Act"), prior to the execution of the applicable
Terms Agreement; provided, further, that if the Company and the Designated Trust
file a registration statement with the Commission pursuant to Rule 462(b) of the
1933  Act  Regulations  (the  "Rule  462(b)  Registration  Statement"), then all
references  to "Registration Statement" shall also be deemed to include the Rule
462  (b)  Registration Statement; and provided, further, that if the Company and
the  Designated  Trust  elect to rely upon Rule 434 of the 1933 Act Regulations,
then all references to "Prospectus" shall also be deemed to include the final or
preliminary  prospectus  and the applicable term sheet or abbreviated term sheet
(the  "Term  Sheet"),  as  the  case may be, in the forms first furnished to the
Underwriters  by  the Company and the Designated Trust in reliance upon Rule 434
of  the  1933  Act Regulations, and all references to the date of the Prospectus
shall  mean  the  date  of  the Term Sheet.  A "preliminary prospectus" shall be
deemed  to  refer  to  (i) any prospectus used before the Registration Statement
became  effective  and (ii) any prospectus that omitted, as applicable, the Rule
430A  Information,  the Rule 434 Information or other information to be included
upon  pricing in a form of prospectus filed with the Commission pursuant to Rule
424(b)  of  the  1933  Act Regulations and was used after such effectiveness and
prior  to  the  initial  delivery  of  the Prospectus to the Underwriters by the
Company.  For  purposes  of  this  Underwriting Agreement, all references to the
Registration  Statement,  Prospectus, Term Sheet or preliminary prospectus or to
any  amendment  or supplement to any of the foregoing shall be deemed to include
any  copy  filed  with the Commission pursuant to its Electronic Data Gathering,
Analysis  and  Retrieval  system  ("EDGAR").

                                        3
<PAGE>
     The  Trust  Agreement  for  the  Designated  Trust,  the  Indenture and the
Guarantee  Agreement  relating to the Capital Securities of the Designated Trust
are  referred  to  herein  collectively  as  the  "Operative  Documents."

     All  references  in this Underwriting Agreement to financial statements and
schedules and other information which is "contained," "included" or "stated" (or
other  references  of  like import) in the Registration Statement, Prospectus or
preliminary  prospectus  shall  be deemed to mean and include all such financial
statements  and  schedules  and  other  information  which  is  incorporated  by
reference  in  the Registration Statement, Prospectus or preliminary prospectus,
as  the  case  may be, prior to the execution of the applicable Terms Agreement;
and  all  references in this Underwriting Agreement to amendments or supplements
to  the  Registration  Statement,  Prospectus or preliminary prospectus shall be
deemed  to  include  the  filing  of  any  document  under the 1934 Act which is
incorporated  by  reference  in  the  Registration  Statement,  Prospectus  or
preliminary  prospectus,  as  the  case  may  be,  after  the  execution  of the
applicable  Terms  Agreement.

     SECTION  1.  Representations  and  Warranties.
     -----------  --------------------------------

     (a)  Representations  and  Warranties. The Company and the Designated Trust
jointly  and  severally  represent  and warrant to Merrill Lynch, as of the date
hereof,  and  to each Underwriter named in the applicable Terms Agreement, as of
the  date thereof, as of the Closing Time (as defined below) and, if applicable,
as  of each Date of Delivery (as defined below) (in each case, a "Representation
Date"),  as  follows:

          (1)  Compliance  with  Registration  Requirements. The Company and the
     Designated  Trust  meet the requirements for use of Form S-3 under the 1933
     Act.  The  Registration  Statement  (including any Rule 462(b) Registration
     Statement)  has  become  effective  under  the  1933  Act and no stop order
     suspending  the  effectiveness  of the Registration Statement (or such Rule
     462(b)  Registration  Statement)  has been issued under the 1933 Act and no
     proceedings for that purpose have been instituted or are pending or, to the
     knowledge  of  the  Company,  are  contemplated  by the Commission, and any
     request  on  the part of the Commission for additional information has been
     complied  with.

          At the respective times the Registration Statement (including any Rule
     462(b)  Registration  Statement)  and any post-effective amendments thereto
     (including  the  filing  of the Company's most recent Annual Report on Form
     10-K  with  the  Commission  (the  "Annual  Report  on  Form 10-K")) became
     effective  and  at  each  Representation  Date,  the Registration Statement
     (including  any  Rule  462(b)  Registration  Statement)  and any amendments
     thereto  complied  and  will  comply  in  all  material  respects  with the
     requirements  of the 1933 Act and the 1933 Act Regulations and the 1939 Act
     and  the  rules  and  regulations of the Commission under the 1939 Act (the
     "1939  Act  Regulations")  and  did  not  and  will  not  contain an untrue
     statement  of  a  material  fact  or

                                        4
<PAGE>
     omit to state a material fact required to be stated therein or necessary to
     make  the statements therein not misleading. At the date of the Prospectus,
     at  the  Closing  Time  and  at  each Date of Delivery, if any, neither the
     Prospectus  nor  any  amendments  and  supplements thereto included or will
     include  an  untrue statement of a material fact or omitted or will 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.
     If  the Company and the Designated Trust elect to rely upon Rule 434 of the
     1933 Act Regulations, the Company and the Designated Trust will comply with
     the  requirements  of  Rule  434.  Notwithstanding  the  foregoing,  the
     representations  and  warranties  in this subsection shall not apply to the
     Statement of Eligibility and Qualification (Form T-1) under the 1939 Act or
     statements  in  or  omissions  from  the  Registration  Statement  or  the
     Prospectus  made  in  reliance  upon  and  in  conformity  with information
     furnished  to  the  Company  in  writing by any Underwriter through Merrill
     Lynch  expressly  for  use  in the Registration Statement or the Prospectus
     (which  information  consists  solely of the information referred to in the
     first  proviso  to  Section  6(a)  hereof).

          Each  preliminary  prospectus  and  prospectus  filed  as  part of the
     Registration  Statement  as  originally  filed  or as part of any amendment
     thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
     filed  in  all  material  respects  with  the 1933 Act Regulations and each
     preliminary prospectus and the Prospectus delivered to the Underwriters for
     use in connection with the offering of Underwritten Securities will, at the
     time  of  such  delivery,  be  identical  to any electronically transmitted
     copies  thereof  filed with the Commission pursuant to EDGAR, except to the
     extent  permitted  by  Regulation  S-T.

          (2) Incorporated Documents. The documents incorporated or deemed to be
     incorporated by reference in the Registration Statement and the Prospectus,
     at  the time they were or hereafter are filed with the Commission, complied
     and  will comply in all material respects with the requirements of the 1934
     Act  and  the rules and regulations of the Commission thereunder (the "1934
     Act Regulations") and, when read together with the other information in the
     Prospectus,  at the date of the Prospectus, at the Closing Time and at each
     Date  of Delivery, if any, did not and will not include 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.

          (3)  Independent  Accountants.  The  accountants  who  certified  the
     financial  statements  and any supporting schedules thereto included in the
     Registration  Statement  and  the  Prospectus  are  independent  public
     accountants  as  required  by  the  1933  Act and the 1933 Act Regulations.

          (4)  Financial  Statements.  The  financial  statements of the Company
     included  in  the  Registration Statement and the Prospectus, together with
     the  related  schedules  and  notes, as well as those financial statements,
     schedules and notes of any other entity included therein, present fairly in
     all  the  material  respects  the financial position of the Company and its
     consolidated subsidiaries, or such other entity, as the case may be, at the
     dates  indicated  and the statement of operations, stockholders' equity and
     cash  flows of the Company and its consolidated subsidiaries, or such other
     entity,  as  the  case  may  be,

                                        5
<PAGE>
     for  the periods specified. Such financial statements have been prepared in
     conformity  with  generally accepted accounting principles ("GAAP") applied
     on  a  consistent  basis  throughout  the  periods involved. The supporting
     schedules,  if  any,  included  in  the  Registration  Statement  and  the
     Prospectus  present fairly in accordance with GAAP the information required
     to be stated therein. The selected financial data and the summary financial
     information  included  in  the  Prospectus  present  fairly in all material
     respects  the  information  shown therein and have been compiled on a basis
     consistent  with  that  of the audited financial statements included in the
     Registration  Statement  and  the  Prospectus.  In  addition, any pro forma
     financial  statements  of  the Company and its subsidiaries and the related
     notes  thereto  included  in  the Registration Statement and the Prospectus
     present fairly in all material respects the information shown therein, have
     been prepared in accordance with the Commission's rules and guidelines with
     respect  to  pro forma financial statements and have been properly compiled
     on the bases described therein, and the assumptions used in the preparation
     thereof  are reasonable and the adjustments used therein are appropriate to
     give  effect  to  the  transactions  and circumstances referred to therein.

          (5) No Material Adverse Change in Business. Since the respective dates
     as  of  which  information  is  given in the Registration Statement and the
     Prospectus,  except  as  otherwise  stated  therein,  (A) there has been no
     material adverse change in the condition, financial or otherwise, or in the
     earnings  or business of the Company and its subsidiaries considered as one
     enterprise,  whether  or  not arising in the ordinary course of business (a
     "Material  Adverse  Effect"),  (B)  there have been no transactions entered
     into by the Company or any of its subsidiaries, other than those arising in
     the  ordinary  course  of  business, which are material with respect to the
     Company  and  its  subsidiaries considered as one enterprise and (C) except
     for  regular dividends on the Company's common stock or preferred stock, in
     amounts  per share that are consistent with past practice or the applicable
     charter  document or supplement thereto, respectively, and for dividends on
     the Company's common stock payable in shares of the Company's common stock,
     there  has  been  no dividend or distribution of any kind declared, paid or
     made  by  the  Company  on  any  class  of  its  capital  stock.

          (6)  Good Standing of the Company. The Company has been duly organized
     and is validly existing as a corporation in active status under the laws of
     the  State of Wisconsin, is duly registered as a bank holding company under
     the  Bank Holding Company Act of 1956, as amended, with corporate power and
     authority  to  own,  lease  and  operate  its properties and to conduct its
     business  as  described in the Prospectus and to enter into and perform its
     obligations  under,  or  as contemplated under, this Underwriting Agreement
     and  the  applicable  Terms  Agreement.  The Company is duly qualified as a
     foreign  corporation  to  transact business and is in good standing in each
     other  jurisdiction  in  which  such  qualification is required, whether by
     reason  of the ownership or leasing of property or the conduct of business,
     except  where  the  failure  to so qualify or be in good standing would not
     result  in  a  Material  Adverse  Effect.

          (7)  Good  Standing  of the Designated Trust. The Designated Trust has
     been  duly created and is validly existing as a statutory business trust in
     good  standing  under  the  Business Trust Act of the State of Delaware, 12
     Del.C.  3801  et  seq.  (the
                   --  ----

                                        6
<PAGE>
     "Delaware  Business  Trust  Act") with the trust power and authority to own
     property  and  conduct its business as described in the Prospectus, and has
     conducted  and  will  conduct  no  business  other than as described in the
     Prospectus.  Based  on  expected operations and current law, the Designated
     Trust is a grantor trust for United States federal income tax purposes, and
     is  not  and  will  not  be  classified  as  an  association  taxable  as a
     corporation  for  the  United  States  federal  income  tax  purposes.

          (8)  Good  Standing  of Subsidiaries. Each "significant subsidiary" of
     the  Company  (as  such  term  is  defined  in  Rule 1-02 of Regulation S-X
     promulgated  under  the  1933 Act) (each, a "Subsidiary" and, collectively,
     the  "Subsidiaries"),  if  any,  has  been  duly  organized  and is validly
     existing  as  a  corporation  in  good  standing  under  the  laws  of  the
     jurisdiction  of  its  incorporation,  has corporate power and authority to
     own,  lease  and  operate  its  properties  and  to conduct its business as
     described  in the Prospectus and is duly qualified as a foreign corporation
     to  transact business and is in good standing in each jurisdiction in which
     such  qualification  is  required,  whether  by  reason of the ownership or
     leasing of property or the conduct of business, except where the failure to
     so  qualify  or  be in good standing would not result in a Material Adverse
     Effect. Except as otherwise stated in the Prospectus, all of the issued and
     outstanding  capital  stock of each Subsidiary has been duly authorized and
     is  validly issued, fully paid and non-assessable (except as provided in 12
     U.S.C. 55 and Wisconsin Statutes Section 180.0622(b), as applicable) and is
     owned  by  the Company, directly or through subsidiaries, free and clear of
     any  security  interest,  mortgage,  pledge,  lien,  encumbrance,  claim or
     equity.  None  of the outstanding shares of capital stock of any Subsidiary
     was  issued  in  violation  of  preemptive  or  other similar rights of any
     securityholder  of  such  Subsidiary.

          (9) Capitalization. The Company's authorized and issued capitalization
     is  as  set  forth  in  the  Prospectus under the caption "Capitalization."

          (10) Authorization of this Underwriting Agreement and Terms Agreement.
     This Underwriting Agreement has been, and the applicable Terms Agreement as
     of the date thereof will have been, duly authorized, executed and delivered
     by  the  Company  and  the  Designated  Trust.

          (11)  Authorization  of  the  Indenture.  The  Indenture has been duly
     authorized  by  the Company and duly qualified under the 1939 Act and, when
     duly  executed and delivered by the Company and the Debenture Trustee, will
     constitute  a  valid  and  binding  agreement  of  the Company, enforceable
     against the Company in accordance with its terms, except as the enforcement
     thereof  may  be  limited  by  bankruptcy,  insolvency  (including, without
     limitation,  all  laws  relating  to fraudulent transfers), reorganization,
     moratorium or laws affecting enforcement of creditors' rights generally and
     except  as  enforcement  thereof is subject to general principles of equity
     (regardless  of whether enforcement is considered in a proceeding in equity
     or  at  law).

          (12)  Authorization of Junior Subordinated Debt Securities. The Junior
     Subordinated  Debt  Securities to be purchased by the Designated Trust have
     been,  or  as of the date of the applicable Terms Agreement will have been,
     duly  authorized  for  issuance

                                        7
<PAGE>
     and  sale  and,  when duly executed, authenticated, issued and delivered in
     the  manner  provided for in the Indenture and delivered against payment of
     the  purchase  price  therefor  as provided in this Underwriting Agreement,
     will  constitute  valid and binding obligations of the Company, enforceable
     against  the  Company  in  accordance  with  their  terms,  except  as  the
     enforcement  thereof  may  be limited by bankruptcy, insolvency (including,
     without  limitation,  all  laws  relating  to  fraudulent  transfers),
     reorganization,  moratorium  or  similar  laws  affecting  enforcement  of
     creditors' rights generally and except as enforcement thereof is subject to
     general  principles  of  equity  (regardless  of  whether  enforcement  is
     considered  in  a  proceeding in equity or at law), and will be in the form
     contemplated  by,  and  entitled  to  the  benefits  of,  the  Indenture.

          (13)  Authorization  of  Trust Securities. The Trust Securities of the
     Designated  Trust  have  been,  or  as  of the date of the applicable Terms
     Agreement will have been, duly authorized for issuance and sale pursuant to
     this  Underwriting  Agreement  and  such  Terms  Agreement  and,  when duly
     authenticated,  issued  and  delivered  in  the manner provided for in this
     Underwriting  Agreement,  such  Terms  Agreement  and  the applicable Trust
     Agreement  and delivered against payment of the purchase price therefore as
     provided  in  this Underwriting Agreement and such Terms Agreement, will be
     validly issued, fully paid and nonassessable undivided beneficial interests
     in  the assets of the Designated Trust entitled to the benefits provided by
     such  Trust  Agreement and the Delaware Business Trust Act; the issuance of
     such  Trust  Securities  is  not subject to any preemptive or other similar
     rights;  such  Trust  Securities  will  have  the  rights  set forth in the
     applicable  Trust  Agreement;  and the holders of such Trust Securities, as
     beneficial  owners  of  the  Designated Trust, will be entitled to the same
     limitation  of  personal  liability  extended  to  stockholders  of private
     corporations  for profit organized under the General Corporation Law of the
     State  of  Delaware.

          (14) Authorization of the Guarantee Agreement. The Guarantee Agreement
     relating  to  the  Capital Securities of the Designated Trust has been duly
     authorized  by  the Company and duly qualified under the 1939 Act and, when
     duly  executed  and  delivered  as provided for in the applicable Guarantee
     Agreement,  will  constitute  a  valid and binding agreement of the Company
     enforceable against the Company in accordance with its terms, except as the
     enforcement  thereof  may  be limited by bankruptcy, insolvency (including,
     without  limitation,  all  laws  relating  to  fraudulent  transfers),
     reorganization,  moratorium  or  laws  affecting  enforcement of creditors'
     rights  generally  and  except as enforcement thereof is subject to general
     principles  of equity (regardless of whether enforcement is considered in a
     proceeding  in  equity  or  at  law).

          (15) Authorization of the Trust Agreement. The Trust Agreement for the
     Designated  Trust  has  been,  or  as  of  the date of the applicable Terms
     Agreement  will  have  been,  duly authorized by the Company, has been duly
     qualified  under  the  1939  Act,  and, when duly executed and delivered as
     provided for in the applicable Trust Agreement, will constitute a valid and
     binding  agreement  of  the  Company,  enforceable  against  the Company in
     accordance with its terms, except as the enforcement thereof may be limited
     by bankruptcy, insolvency (including, without limitation, all laws relating
     to  fraudulent  transfers),  reorganization,  moratorium  or laws affecting
     enforcement  of  creditors'  rights

                                        8
<PAGE>
     generally  and  except  as  enforcement  thereof  is  subject  to  general
     principles  of equity (regardless of whether enforcement is considered in a
     proceeding  in  equity  or  at  law).

          (16)  Descriptions  of the Securities and the Operative Documents. The
     Underwritten  Securities  being  sold  pursuant  to  the  applicable  Terms
     Agreement,  and  the  related  Junior Subordinated Debt Securities, and the
     Operative  Documents,  as  of each Representation Date, will conform in all
     material  respects  to  the  statements  relating  thereto contained in the
     Registration  Statement  and/or the Prospectus and will be in substantially
     the  form  filed  or  incorporated  by reference, as the case may be, as an
     exhibit  to  the  Registration  Statement.

          (17) Absence of Defaults and Conflicts. Neither the Company nor any of
     its subsidiaries is in violation of its charter or by-laws or in default in
     the  performance  or  observance  of any obligation, agreement, covenant or
     condition  contained  in  any contract, indenture, mortgage, deed of trust,
     loan  or  credit agreement, note, lease or other agreement or instrument to
     which  the  Company or any of its subsidiaries is a party or by which it or
     any  of  them  may  be  bound, or to which any of the assets, properties or
     operations  of  the  Company  or  any  of  its  subsidiaries  is  subject
     (collectively, "Agreements and Instruments"), except for such defaults that
     would  not result in a Material Adverse Effect. The execution, delivery and
     performance of this Underwriting Agreement, the applicable Terms Agreement,
     the  Operative Documents and any other agreement or instrument entered into
     or issued or to be entered into or issued by the Company in connection with
     the  transactions  contemplated  hereby  or  thereby or in the Registration
     Statement  and  the  Prospectus  and  the  consummation of the transactions
     contemplated  herein  and  in the Registration Statement and the Prospectus
     (including the issuance and sale of the Underwritten Securities and the use
     of  the  proceeds from the sale of the Underwritten Securities as described
     under the caption "Use of Proceeds") and compliance by the Company with its
     obligations  hereunder  and  thereunder have been, or as of the date of the
     applicable Terms Agreement will have been, duly authorized by all necessary
     corporate  action  and  do  not  and  will not, whether with or without the
     giving  of notice or passage of time or both, conflict with or constitute a
     breach  of,  or  a  default or Repayment Event (as defined below) under, or
     result  in  the  creation  or imposition of any lien, charge or encumbrance
     upon  any  assets,  properties  or  operations of the Company or any of its
     subsidiaries  pursuant  to,  any  Agreements and Instruments, nor will such
     action  result in any violation of the provisions of the charter or by-laws
     of  the  Company or any of its subsidiaries or any applicable law, statute,
     rule,  regulation,  judgment,  order,  writ  or  decree  of any government,
     government  instrumentality  or  court,  domestic  or  foreign,  having
     jurisdiction  over  the  Company or any of its subsidiaries or any of their
     assets, properties or operations. As used herein, a "Repayment Event" means
     any  event  or  condition  which gives the holder of any note, debenture or
     other  evidence  of  indebtedness  (or  any  person acting on such holder's
     behalf) the right to require the repurchase, redemption or repayment of all
     or  a  portion  of  such  indebtedness  by  the  Company  or  any  of  its
     subsidiaries.

          The  Designated  Trust  is not a party to or bound by any agreement or
     instrument  other  than  this  Underwriting  Agreement  and  the  Operative
     Documents  to  which  it  is  a  party,  and the agreements and instruments
     contemplated  by  the  applicable  Trust

                                        9
<PAGE>
     Agreement and described in the Registration Statement; the Designated Trust
     has  no  liabilities  or  obligations  other  than those arising out of the
     transactions contemplated by this Underwriting Agreement and the agreements
     and  instruments  contemplated  by  the  applicable  Trust  Agreement  and
     described  in the Registration Statement; and the Designated Trust is not a
     party  to  or  subject to any action, suit or proceeding of any nature. The
     execution,  delivery  and  performance  of this Underwriting Agreement, the
     applicable  Terms  Agreement  and  the  Operative  Documents  to  which the
     Designated  Trust  is  a  party,  and  the consummation of the transactions
     contemplated  herein  and  therein,  will  not violate or conflict with any
     statute  or  any  order,  rule  or  regulation of any court or governmental
     agency  or body having jurisdiction over the Designated Trust or any of its
     properties  or assets, nor will such actions result in any violation of the
     applicable  Trust  Agreement  or the certificate of trust of the Designated
     Trust.

          (18)  Absence of Labor Dispute. No labor dispute with the employees of
     the  Company  or any of its subsidiaries exists or, to the knowledge of the
     Company,  is  imminent  that  could  reasonably  be expected to result in a
     Material  Adverse  Effect.

          (19)  Absence  of  Proceedings.  There is no action, suit, proceeding,
     inquiry  or  investigation  before  or brought by any court or governmental
     agency  or  body,  domestic or foreign, now pending, or to the knowledge of
     the  Designated  Trust  or the Company threatened, against or affecting the
     Designated  Trust  or  the  Company  or  any  of  its subsidiaries which is
     required  to  be disclosed in the Registration Statement and the Prospectus
     (other  than  as  stated therein), or which might reasonably be expected to
     result  in a Material Adverse Effect, or which might reasonably be expected
     to  materially  and  adversely  affect the consummation of the transactions
     contemplated  under  the  Prospectus,  this  Underwriting  Agreement,  the
     applicable  Terms  Agreement, the Operative Documents or the performance by
     the  Designated  Trust  or  the  Company of their obligations hereunder and
     thereunder.  The aggregate of all pending legal or governmental proceedings
     to which the Designated Trust and the Company or any of its subsidiaries is
     a  party  or  of  which  any  of  their  respective  assets,  properties or
     operations  is  the  subject  which  are  not described in the Registration
     Statement  and  the  Prospectus,  including  ordinary  routine  litigation
     incidental to the business, could not reasonably be expected to result in a
     Material  Adverse  Effect.

          (20)  Accuracy  of Exhibits. There are no contracts or documents which
     are  required to be described in the Registration Statement, the Prospectus
     or  the  documents  incorporated  by  reference  therein  or to be filed as
     exhibits  thereto  which  have not been so described and filed as required.

          (21)  Absence  of  Further  Requirements.  No  filing  with,  or
     authorization,  approval,  consent,  license,  order,  registration,
     qualification  or decree of, any court or governmental authority or agency,
     domestic  or  foreign,  is necessary or required for the due authorization,
     execution  and  delivery  by  the  Company  or the Designated Trust of this
     Underwriting  Agreement,  the  applicable  Terms  Agreement  or  any of the
     Operative Documents or for the performance by the Company or the Designated
     Trust of the transactions contemplated in the Prospectus, this Underwriting
     Agreement,  such  Terms Agreement or any of the Operative Documents, or for
     the  due  execution,  delivery  or

                                       10
<PAGE>
     performance  of  the  Indenture  by  the  Company, except such as have been
     already  made,  obtained  or  rendered,  as  applicable.

          (22)  Possession of Intellectual Property. The Company, the Designated
     Trust  and  the  Company's subsidiaries own or possess adequate trademarks,
     service  marks,  trade  names or other intellectual property (collectively,
     "Intellectual Property") necessary to carry on the business now operated by
     them,  and  neither  the  Company,  the  Designated  Trust  nor  any of the
     Company's subsidiaries has received any notice or is otherwise aware of any
     infringement  of or conflict with asserted rights of others with respect to
     any  Intellectual  Property,  and  which  infringement  or conflict (if the
     subject  of  any  unfavorable decision, ruling or finding) or invalidity or
     inadequacy,  singly or in the aggregate, would result in a Material Adverse
     Effect.

          (23)  Possession  of Licenses and Permits. The Company, the Designated
     Trust  and  the  Company's  subsidiaries  possess  such  permits, licenses,
     approvals,  consents  and other authorizations (collectively, "Governmental
     Licenses")  issued  by  the  appropriate  federal,  state, local or foreign
     regulatory  agencies  or  bodies  necessary  to  conduct  the  business now
     operated  by  them.  The  Company,  the  Designated Trust and the Company's
     subsidiaries  are  in  compliance with the terms and conditions of all such
     Governmental  Licenses,  except  where  the failure so to comply would not,
     singly or in the aggregate, result in a Material Adverse Effect. All of the
     Governmental  Licenses are valid and in full force and effect, except where
     the  invalidity  of  such  Governmental  Licenses  or  the  failure of such
     Governmental  Licenses to be in full force and effect would not result in a
     Material  Adverse Effect. Neither the Company, the Designated Trust nor any
     of  the  Company's  subsidiaries  has  received  any  notice of proceedings
     relating  to  the  revocation  or  modification  of  any  such Governmental
     Licenses  which,  singly  or  in  the  aggregate,  if  the  subject  of  an
     unfavorable decision, ruling or finding, would result in a Material Adverse
     Effect.

          (24) Title to Property. The Company and its subsidiaries have good and
     marketable  title  to  all  real  property  owned  by  the  Company and its
     subsidiaries  and good title to all other properties owned by them, in each
     case,  free and clear of all mortgages, pledges, liens, security interests,
     claims,  restrictions  or encumbrances of any kind, except (A) as otherwise
     stated  in the Registration Statement and the Prospectus or (B) those which
     do  not,  singly  or  in the aggregate, materially affect the value of such
     property  and do not interfere with the use made and proposed to be made of
     such  property by the Company or any of its subsidiaries. All of the leases
     and  subleases material to the business of the Company and its subsidiaries
     considered  as  one  enterprise,  and under which the Company or any of its
     subsidiaries  holds  properties  described  in  the Prospectus, are in full
     force  and  effect, and neither the Company nor any of its subsidiaries has
     received  any  notice  of  any  material  claim  of  any sort that has been
     asserted  by  anyone  adverse  to  the  rights of the Company or any of its
     subsidiaries  under  any  of  the  leases  or subleases mentioned above, or
     affecting  or  questioning  the rights of the Company or such subsidiary of
     the continued possession of the leased or subleased premises under any such
     lease  or  sublease.

                                       11
<PAGE>
          (25) Not an Investment Company. The Designated Trust is not, and after
     giving  effect  to the offering and sale of the Underwritten Securities and
     the application of the proceeds thereof as described in the Prospectus will
     not be, an "investment company" that is required to be registered under the
     Investment  Company  Act  of  1940, as amended, and the Company is not, and
     after  giving  effect  to  the  issuance  of  the  Junior Subordinated Debt
     Securities  and the application of the proceeds thereof as described in the
     Prospectus  will  not  be,  an  "investment company" that is required to be
     registered  under  the  Investment  Company  Act  of  1940,  as  amended.

          (26)  Not  Party  to or the Subject of any Consent Decree. Neither the
     Company nor any of its subsidiaries is party to or otherwise the subject of
     any  consent  decree,  memorandum  of  understanding, written commitment or
     other  written  supervisory  agreement  with  the Board of Governors of the
     Federal  Reserve  System  or any other federal or state authority or agency
     charged  with  the  supervision  or insurance of depository institutions or
     their  holding  companies.

     (b)  Officers'  Certificates.  Any certificate signed by any officer of the
Company  or  any  of  its  subsidiaries  and  delivered to any Underwriter or to
counsel for the Underwriters in connection with the offering of the Underwritten
Securities  shall be deemed a representation and warranty by the Company to each
Underwriter  as  to  the matters covered thereby on the date of such certificate
and,  unless  subsequently  amended or supplemented, at each Representation Date
subsequent  thereto.

     SECTION  2.  Sale  and  Delivery  to  Underwriters;  Closing.
     -----------  -----------------------------------------------

     (a) Underwritten Securities. The several commitments of the Underwriters to
purchase  the Underwritten Securities pursuant to the applicable Terms Agreement
shall  be  deemed  to  have  been  made  on  the  basis  of the representations,
warranties and agreements herein contained and shall be subject to the terms and
conditions  herein  set  forth.

     (b)  Option  Underwritten  Securities.  Subject to the terms and conditions
herein  set  forth,  the  Designated  Trust  may  grant,  if  so provided in the
applicable  Terms  Agreement,  an  option to the Underwriters, severally and not
jointly,  to  purchase  up to the number or aggregate liquidation amount, as the
case  may be, of the Option Underwritten Securities set forth therein at a price
per  Option  Underwritten  Security  equal to the price per Initial Underwritten
Security, less an amount equal to any dividends or distributions declared by the
Designated  Trust and paid or payable on the Initial Underwritten Securities but
not payable on the Option Underwritten Securities. Such option, if granted, will
expire  30  days after the date of such Terms Agreement, and may be exercised in
whole  or  in  part  from  time  to  time  only  for  the  purpose  of  covering
over-allotments  which  may  be  made  in  connection  with  the  offering  and
distribution of the Initial Underwritten Securities upon notice by Merrill Lynch
to  the  Designated  Trust  setting  forth  the  number or aggregate liquidation
amount,  as  the  case may be, of Option Underwritten Securities as to which the
several Underwriters are then exercising the option and the time, date and place
of  payment  and delivery for such Option Underwritten Securities. Any such time
and  date  of  payment  and  delivery  (each,  a  "Date  of  Delivery") shall be
determined  by Merrill Lynch, but shall not be prior to the Closing Time and, if
later  than  the  Closing  Time,  shall not be earlier than three nor later than
seven  full  business  days  after the exercise of said option, unless otherwise

                                       12
<PAGE>
agreed  upon  by  Merrill  Lynch  and  the  Designated  Trust.  If the option is
exercised  as  to all or any portion of the Option Underwritten Securities, each
of the Underwriters, severally and not jointly, will purchase that proportion of
the  total number or aggregate liquidation amount, as the case may be, of Option
Underwritten  Securities  then  being  purchased  which  the number or aggregate
liquidation  amount, as the case may be, of Initial Underwritten Securities each
such  Underwriter  has  severally  agreed to purchase as set forth in such Terms
Agreement bears to the total number or aggregate liquidation amount, as the case
may  be,  of  Initial  Underwritten  Securities,  subject to such adjustments as
Merrill  Lynch  in its discretion shall make to eliminate any sales or purchases
of  a  fractional number or aggregate liquidation amount, as the case may be, of
Option  Underwritten  Securities.

     (c)  Payment.  Payment  of  the  purchase  price  for, and delivery of, the
Initial  Underwritten Securities shall be made at the offices of Simpson Thacher
&  Bartlett, 425 Lexington Avenue, New York, NY 10017, or at such other place as
shall  be  agreed  upon  by Merrill Lynch and the Company, at 9:00 A.M. (Eastern
time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time)
on  any given day) business day after the date of the applicable Terms Agreement
(unless  postponed  in  accordance with the provisions of Section 10 hereof), or
such  other  time  not  later than ten business days after such date as shall be
agreed  upon by Merrill Lynch and the Company (such time and date of payment and
delivery being herein called "Closing Time"). In addition, in the event that the
Underwriters  have exercised their option, if any, to purchase any or all of the
Option  Underwritten Securities, payment of the purchase price for, and delivery
of,  such  Option  Underwritten  Securities shall be made at the above-mentioned
offices of Simpson Thacher & Bartlett, or at such other place as shall be agreed
upon  by  Merrill  Lynch  and  the  Company, on the relevant Date of Delivery as
specified  in  the  notice  from  Merrill  Lynch  to  the  Company.

     Payment  shall  be  made  to  the  Designated  Trust  by  wire  transfer of
immediately  available  funds to a bank account designated by the Company or the
Designated  Trust, against delivery to Merrill Lynch for the respective accounts
of  the Underwriters of the Underwritten Securities to be purchased by them.  It
is  understood  that  each  Underwriter  has  authorized  Merrill Lynch, for its
account,  to  accept  delivery of, receipt for, and make payment of the purchase
price  for,  the  Underwritten  Securities  which  it  has  severally  agreed to
purchase.  Merrill  Lynch,  individually  and  not  as  representative  of  the
Underwriters,  may  (but shall not be obligated to) make payment of the purchase
price  for  the Underwritten Securities to be purchased by any Underwriter whose
funds  have  not  been  received  by  the  Closing  Time or the relevant Date of
Delivery,  as  the  case  may  be,  but  such  payment  shall  not  relieve such
Underwriter  from  its  obligations  hereunder.

     (d)  Denominations;  Registration.  Certificates  for  the  Underwritten
Securities  shall  be  in  such  denominations  and  registered in such names as
Merrill Lynch may request in writing at least one full business day prior to the
Closing  Time or the relevant Date of Delivery, as the case may be. Certificates
for  the  Underwritten  Securities  will  be  made available for examination and
packaging  by  Merrill  Lynch  in The City of New York not later than 10:00 A.M.
(Eastern  time)  on  the  business day prior to the Closing Time or the relevant
Date  of  Delivery,  as  the  case  may  be.

                                       13
<PAGE>

     SECTION  3.  Covenants of the Company and the Designated Trust. The Company
     -----------  -------------------------------------------------
and  the  Designated  Trust  agree  with Merrill Lynch and with each Underwriter
participating  in  the  offering  of  Underwritten  Securities,  as  follows:

     (a)  Compliance  with  Securities  Regulations and Commission Requests. The
Company  and the Designated Trust, subject to Section 3(b), will comply with the
requirements  of  Rule  430A  of the 1933 Act Regulations and/or Rule 434 of the
1933  Act  Regulations,  if  and as applicable, and will notify Merrill Lynch on
behalf  of  the  Underwriters immediately, and confirm the notice in writing, of
(i)  the  effectiveness  of  any  post-effective  amendment  to the Registration
Statement  or  the filing of any supplement or amendment to the Prospectus, (ii)
the  receipt  of  any  comments  from  the  Commission, (iii) any request by the
Commission  for  any amendment to the Registration Statement or any amendment or
supplement  to  the  Prospectus  or  for  additional  information,  and (iv) the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration  Statement  or of any order preventing or suspending the use of any
preliminary  prospectus,  or  of  the  suspension  of  the  qualification of the
Underwritten  Securities  for  offering  or  sale in any jurisdiction, or of the
initiation  or  threatening of any proceedings for any of such purposes, in each
case  in  (i) through (iv) above, solely to the extent it relates to an offering
of  Underwritten Securities hereunder. The Company and the Designated Trust will
promptly  effect  the  filings necessary pursuant to Rule 424 and will take such
steps  as  they  deem  necessary  to  ascertain  promptly whether the Prospectus
transmitted  for filing under Rule 424 was received for filing by the Commission
and,  in  the  event  that it was not, it will promptly file the Prospectus. The
Company  and  the  Designated Trust will make every reasonable effort to prevent
the  issuance  of any stop order and, if any stop order is issued, to obtain the
lifting  thereof  at  the  earliest  possible  moment.

     (b)  Filing  of  Amendments. The Company and the Designated Trust will give
Merrill  Lynch notice of their intention to file or prepare any amendment to the
Registration  Statement  (including any filing under Rule 462(b) of the 1933 Act
Regulations),  any Term Sheet or any amendment, supplement or revision to either
the  prospectus  included  in  the  Registration Statement at the time it became
effective  or  to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act
or  otherwise,  in  each  case solely to the extent it relates to an offering of
Underwritten Securities hereunder, will furnish Merrill Lynch with copies of any
such documents a reasonable amount of time prior to such proposed filing or use,
as  the case may be, and will not file or use any such document to which Merrill
Lynch  and  counsel  for  the  Underwriters  shall  object  (other than any such
documents  consisting  of  annual,  quarterly  and  other  reports  and  similar
documents  filed by the Company under the 1934 Act and incorporated by reference
into  the  Prospectus,  as  to  which the Company and the Designated trust shall
provide  Merrill  Lynch  a  reasonable  opportunity  to comment thereon prior to
filing  thereof  with  the  Commission).

     (c)  Delivery  of  Registration  Statements. The Company and the Designated
Trust  have  furnished  or  will  deliver  to  Merrill Lynch and counsel for the
Underwriters,  without  charge,  signed  copies of the Registration Statement as
originally  filed  and  of  each  amendment  thereto  (including  exhibits filed
therewith  or  incorporated  by  reference therein and documents incorporated or
deemed  to  be  incorporated  by  reference  therein)  and  signed copies of all
consents  and  certificates  of experts, and will also deliver to Merrill Lynch,
without  charge,  a  conformed  copy of the Registration Statement as originally
filed  and  of  each  amendment  thereto  (without

                                       14
<PAGE>
exhibits)  for  each  of  the Underwriters, in each case solely to the extent it
relates  to  an offering of Underwritten Securities hereunder.  The Registration
Statement  and  each  amendment  thereto  furnished  to the Underwriters will be
identical  to  any  electronically  transmitted  copies  thereof  filed with the
Commission  pursuant to EDGAR, except to the extent permitted by Regulation S-T.

     (d)  Delivery  of  Prospectuses.  The Company and the Designated Trust will
deliver  to each Underwriter, without charge, as many copies of each preliminary
prospectus  as  such  Underwriter may reasonably request, and the Company hereby
consents  to  the use of such copies for purposes permitted by the 1933 Act. The
Company will furnish to each Underwriter, without charge, during the period when
the  Prospectus  is required to be delivered under the 1933 Act or the 1934 Act,
such  number  of  copies  of  the  Prospectus as such Underwriter may reasonably
request.  The  Prospectus and any amendments or supplements thereto furnished to
the  Underwriters  will  be  identical  to any electronically transmitted copies
thereof  filed  with  the  Commission  pursuant  to  EDGAR, except to the extent
permitted  by  Regulation  S-T.

     (e)  Continued  Compliance  with  Securities  Laws.  The  Company  and  the
Designated  Trust will comply with the 1933 Act and the 1933 Act Regulations and
the  1934 Act and the 1934 Act Regulations so as to permit the completion of the
distribution of the Underwritten Securities as contemplated in this Underwriting
Agreement  and  the applicable Terms Agreement and in the Registration Statement
and  the  Prospectus. If at any time when the Prospectus is required by the 1933
Act or the 1934 Act to be delivered in connection with sales of the Underwritten
Securities,  any event shall occur or condition shall exist as a result of which
it  is  necessary,  to  amend  the  Registration  Statement  in  order  that the
Registration  Statement  will not contain an untrue statement of a material fact
or  omit  to state a material fact required to be stated therein or necessary to
make  the  statements  therein  not  misleading  or  to  amend or supplement the
Prospectus  in order that the Prospectus will not include an untrue statement of
a  material fact or omit to state a material fact necessary in order to make the
statements  therein not misleading in the light of the circumstances existing at
the time it is delivered to a purchaser, or if it shall be necessary at any such
time  to  amend the Registration Statement or amend or supplement the Prospectus
in  order  to  comply  with  the  requirements  of  the 1933 Act or the 1933 Act
Regulations, the Company and the Designated Trust will promptly prepare and file
with  the  Commission,  subject to Section 3(b), such amendment or supplement as
may  be  necessary  to  correct  such  statement  or  omission  or  to  make the
Registration  Statement or the Prospectus comply with such requirements, and the
Company  and  the  Designated  Trust  will  furnish to the Underwriters, without
charge,  such  number  of  copies  of  such  amendment  or  supplement  as  the
Underwriters  may  reasonably  request.

     (f)  Blue Sky Qualifications. The Company and the Designated Trust will use
their  best  efforts,  in  cooperation  with  the  Underwriters,  to qualify the
Underwritten  Securities  for  offering and sale under the applicable securities
laws  of  such  states  and other jurisdictions (domestic or foreign) as Merrill
Lynch  may  designate and to maintain such qualifications in effect for a period
of  not  less  than  one  year  from the date of the applicable Terms Agreement;
provided,  however,  that  the  Company  and  the  Designated Trust shall not be
obligated  to  file any general consent to service of process or to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it
is  not  so  qualified  or  to  subject  itself  to taxation in respect of doing
business  in  any  jurisdiction in which it is not otherwise so subject. In each

                                       15
<PAGE>
jurisdiction  in  which  the Underwritten Securities have been so qualified, the
Company and the Designated Trust will file such statements and reports as may be
required  by  the  laws  of  such jurisdiction to continue such qualification in
effect  for  a  period  of  not  less  than one year from the date of such Terms
Agreement.

     (g)  Earnings  Statement.  The Company and the Designated Trust will timely
file  such  reports  pursuant  to the 1934 Act as are necessary in order to make
generally  available to their securityholders as soon as practicable an earnings
statement  for the purposes of, and to provide the benefits contemplated by, the
last  paragraph  of  Section  11(a)  of  the  1933  Act.

     (h)  Use of Proceeds. The Company and the Designated Trust will use the net
proceeds  received  by  them from the sale of the Underwritten Securities in the
manner  specified  in  the  Prospectus  under  "Use  of  Proceeds."

     (i)  Listing.  The  Company  and  the  Designated Trust will use their best
efforts  to  effect  the  listing  of  the Underwritten Securities, prior to the
Closing  Time, on any national securities exchange or quotation system if and as
specified  in  the  applicable  Terms  Agreement.

     (j)  Restriction  on Sale of Securities. Between the date of the applicable
Terms  Agreement and the Closing Time or such other date specified in such Terms
Agreement,  the  Designated Trust will not, without the prior written consent of
Merrill  Lynch,  directly or indirectly, issue, sell, offer or contract to sell,
grant  any  option  for  the  sale of, or otherwise dispose of, the Underwritten
Securities  specified  in  such  Terms  Agreement.

     (k)  Reporting  Requirements.  The  Company,  during  the  period  when the
Prospectus  is required to be delivered under the 1933 Act or the 1934 Act, will
file all documents required to be filed with the Commission pursuant to the 1934
Act  within  the  time  periods  required  by  the  1934  Act  and  the 1934 Act
Regulations.

     (l)  Guarantee  and  Junior  Subordinated Debt Securities. The Company will
issue  the  Guarantee relating to the Capital Securities of the Designated Trust
and  the  Junior  Subordinated Debt Securities to be purchased by the Designated
Trust  concurrently  with  the  issue and sale of the Underwritten Securities as
contemplated  herein.

     SECTION  4.  Payment  of  Expenses.
     -----------  ---------------------

     (a) Expenses. The Company will pay all expenses incident to the performance
of  its  obligations  under  this Underwriting Agreement or the applicable Terms
Agreement,  including  (i)  the  preparation,  printing  and  filing  of  the
Registration  Statement  (including  financial  statements  and  exhibits)  as
originally  filed  and of each amendment thereto, (ii) the preparation, printing
and  delivery  to  the  Underwriters  of  this Underwriting Agreement, any Terms
Agreement,  the  Operative Documents and such other documents as may be required
in  connection  with  the  offering, purchase, sale, issuance or delivery of the
Underwritten  Securities,  (iii)  the  preparation, issuance and delivery of the
Securities  to  the  Underwriters, including any transfer taxes and any stamp or
other  duties  payable  upon  the sale, issuance or delivery of the Underwritten
Securities to the Underwriters, (iv) the fees and disbursements of the Company's
and  the  Designated  Trust's  counsel, accountants and other advisors or agents
(including  transfer  agents  and  registrars),  (v)  the  qualification  of the
Underwritten  Securities  under  state  securities  laws  in

                                       16
<PAGE>
accordance with the provisions of Section 3(f) hereof, including filing fees and
the  reasonable  fees  and  disbursements  of  counsel  for  the Underwriters in
connection  therewith  and  in  connection  with  the  preparation, printing and
delivery  of  the  Blue Sky Survey, and any amendment thereto, (vi) the printing
and  delivery  to the Underwriters of copies of each preliminary prospectus, any
Term  Sheet, and the Prospectus and any amendments or supplements thereto, (vii)
the  fees  charged by nationally recognized statistical rating organizations for
the rating of the Capital Securities, (viii) the fees and expenses incurred with
respect  to  the  listing  of  the Underwritten Securities, (ix) the filing fees
incident  to,  and  the  reasonable  fees  and  disbursements  of counsel to the
Underwriters in connection with, the review, if any, by the National Association
of  Securities  Dealers,  Inc.  (the  "NASD")  of  the  terms of the sale of the
Underwritten  Securities  and  (x)  the  fees  and  expenses of the Trustee, the
Property  Trustee  and  the  costs and charges of any registrar, transfer agent,
paying agent under the Operative Documents, including the fees and disbursements
of  counsel  for  the Trustee in connection with the Operative Documents and the
Underwritten  Securities.

     (b)  Termination  of  Agreement.  If  the  applicable  Terms  Agreement  is
terminated  by  Merrill  Lynch in accordance with the provisions of Section 5 or
Section  9(b)(i) hereof, the Company shall reimburse the Underwriters for all of
their  reasonable  out-of-pocket  expenses,  including  the  reasonable fees and
disbursements  of  counsel  for  the  Underwriters.

     SECTION  5. Conditions of Underwriters' Obligations. The obligations of the
     ----------- ---------------------------------------
Underwriters to purchase and pay for the Underwritten Securities pursuant to the
applicable  Terms  Agreement  are subject to the accuracy of the representations
and  warranties  of the Company contained in Section 1 hereof or in certificates
of  any  officer of the Company or any of its subsidiaries delivered pursuant to
the  provisions  hereof,  to the performance by the Company of its covenants and
other  obligations  hereunder,  and  to  the  following  further  conditions:

     (a)  Effectiveness  of  Registration Statement. The Registration Statement,
including any Rule 462(b) Registration Statement, has become effective under the
1933  Act  and  no  stop  order suspending the effectiveness of the Registration
Statement  shall have been issued under the 1933 Act and no proceedings for that
purpose  shall  have  been  instituted  or  be  pending  or  threatened  by  the
Commission,  and  any  request  on  the  part  of  the Commission for additional
information  shall  have been complied with. A prospectus containing information
relating  to the description of the Underwritten Securities, the specific method
of distribution and similar matters shall have been filed with the Commission in
accordance  with  Rule  424(b)(1),  (2),  (3), (4) or (5), as applicable (or any
required  post-effective  amendment  providing  such information shall have been
filed  and declared effective in accordance with the requirements of Rule 430A),
or,  if  the  Company  has  elected  to  rely  upon  Rule  434  of  the 1933 Act
Regulations,  a  Term  Sheet  including the Rule 434 Information shall have been
filed  with  the  Commission  in  accordance  with  Rule  424(b)(7).

     (b)  Opinion  of  Counsel for Company. At Closing Time, Merrill Lynch shall
have  received  the  opinion,  dated as of Closing Time, of Reinhart Boerner Van
Deuren s.c., counsel for the Company and William M. Bohn, Esq. Corporate Counsel
for  the  Company,  in form and substance reasonably satisfactory to counsel for
the  Underwriters,  together with signed or reproduced copies of such letter for
each  of  the  other  Underwriters,  to  the  effect  set  forth  in

                                       17
<PAGE>
Exhibit  B-1  and B-2 hereto, respectively.  In giving such opinion such counsel
may rely, as to matters governed by the laws of jurisdictions other than the law
of  the  State  of  Wisconsin  and  federal  law  of the United States, upon the
opinions  of  counsel  to  the  Underwriters.  Such counsel may also state that,
insofar  as  such  opinion  involves  factual  matters, they have relied, to the
extent  they  deem  proper, upon certificates of officers of the Company and its
subsidiaries  and  certificates  of  public  officials.

     (c) Opinion of Counsel for Designated Trust. At Closing Time, Merrill Lynch
shall have received the opinion as to Delaware law, dated as of Closing Time, of
Richards,  Layton  & Finger, P.A., counsel for the Designated Trust, in form and
substance reasonably satisfactory to counsel for the Underwriters, together with
signed or reproduced copies of such letter for each of the other Underwriters to
the  effect  set  forth in Exhibit C hereto. In giving such opinion such counsel
may rely, as to matters governed by the laws of jurisdictions other than the law
of the State of Delaware and federal law of the United States, upon the opinions
of  Counsel  to  the  Underwriters. Such counsel may also state that, insofar as
such opinion involves factual matters, they have relied, to the extent they deem
proper,  upon  certificates  of officers of the Company and its subsidiaries and
certificates  of  public  officials.

     (d)  Opinion  of  Counsel  for Underwriters. At Closing Time, Merrill Lynch
shall  have received the opinion, dated as of Closing Time, of Simpson Thacher &
Bartlett,  counsel  for  the  Underwriters,  together  with signed or reproduced
copies of such letter for each of the other Underwriters. In giving such opinion
such  counsel  may rely, as to all matters governed by the laws of jurisdictions
other  than  the  law  of  the  State of New York, the federal law of the United
States  and  the  General  Corporation  Law  of  the State of Delaware, upon the
opinions  of  counsel satisfactory to Merrill Lynch. Such counsel may also state
that, insofar as such opinion involves factual matters, they have relied, to the
extent  they  deem  proper, upon certificates of officers of the Company and its
subsidiaries  and  certificates  of  public  officials.

     (e)  Company  Officers'  Certificate. At Closing Time, there shall not have
been,  since  the date of the applicable Terms Agreement or since the respective
dates  as  of which information is given in the Prospectus, any material adverse
change  in the condition, financial or otherwise, or in the earnings or business
of the Company and its subsidiaries considered as one enterprise, whether or not
arising  in  the  ordinary  course  of  business,  and  Merrill Lynch shall have
received  a  certificate of the President or a Vice President of the Company and
of the chief financial officer or chief accounting officer of the Company, dated
as  of  Closing  Time,  to  the  effect that (i) there has been no such material
adverse change, (ii) the representations and warranties in Section 1(a) are true
and correct with the same force and effect as though expressly made at and as of
the  Closing  Time,  (iii)  the  Company  has  complied  with all agreements and
satisfied all conditions on its part to be performed or satisfied at or prior to
the  Closing  Time,  and  (iv) no stop order suspending the effectiveness of the
Registration  Statement has been issued and no proceedings for that purpose have
been  instituted,  are  pending or, to the best of such officer's knowledge, are
threatened  by  the  Commission.

     (f)  Designated  Trust  Certificate.  At Closing Time, there shall not have
been,  since  the date of the applicable Terms Agreement or since the respective
dates  as  of which information is given in the Prospectus, any material adverse
change  in the condition, financial or otherwise, or in the earnings or business
of  the  Designated  Trust,  whether  or  not  arising  in  the  ordinary

                                       18
<PAGE>
course  of  business, and Merrill Lynch shall have received a certificate of one
of the Administrative Trustees, dated as of Closing Time, to the effect that (i)
there  has  been  no  such material adverse change, (ii) the representations and
warranties  in  Section 1(a) hereof are true and correct with the same force and
effect  as though expressly made at and as of Closing Time, (iii) the Designated
Trust  has complied with all agreements and satisfied all conditions on its part
to be performed or satisfied at or prior to Closing Time, and (iv) no stop order
suspending  the  effectiveness of the Registration Statement has been issued and
no  proceedings  for  that  purpose have been instituted, are pending or, to the
best  of  such  Administrative  Trustees'  knowledge,  are  threatened  by  the
Commission.

     (g)  Accountant's  Comfort  Letter.  At  the  time  of the execution of the
applicable  Terms  Agreement,  Merrill Lynch shall have received from KPMG LLP a
letter  dated  such  date,  in form and substance satisfactory to Merrill Lynch,
together  with  signed or reproduced copies of such letter for each of the other
Underwriters,  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
Registration  Statement  and  the  Prospectus.

     (h)  Bring-down  Comfort  Letter. At Closing Time, Merrill Lynch shall have
received  from  KPMG  LLP a letter, dated as of Closing Time, to the effect that
they reaffirm the statements made in the letter furnished pursuant to subsection
(g)  of  this  Section  5, except that the specified date referred to shall be a
date  not  more  than  three  business  days  prior  to  the  Closing  Time.

     (i)  Ratings.  At  Closing  Time  and at any relevant Date of Delivery, the
Underwritten  Securities  shall  have  the  ratings  accorded by any "nationally
recognized  statistical  rating  organization," as defined by the Commission for
purposes  of  Rule 436(g)(2) of the 1933 Act Regulations, if and as specified in
the  applicable  Terms Agreement, and the Company and the Designated Trust shall
have  delivered to Merrill Lynch a letter, dated as of such date, from each such
rating organization, or other evidence satisfactory to Merrill Lynch, confirming
that  the Underwritten Securities have such ratings. Since the time of execution
of  such  Terms  Agreement,  there  shall not have occurred a downgrading in, or
withdrawal  of, the rating assigned to the Underwritten Securities or any of the
Company's  securities  by  any  such  rating  organization,  and  no such rating
organization  shall  have  publicly  announced that it has under surveillance or
review  its  rating  of  the  Underwritten  Securities  or  any of the Company's
securities.

     (j) Approval of Listing. At Closing Time, the Underwritten Securities shall
have  been approved for listing, subject only to official notice of issuance, if
and  as  specified  in  the  applicable  Terms  Agreement.

     (k)  No  Objection.  If  the  Registration  Statement  or  an  offering  of
Underwritten  Securities has been filed with the NASD for review, the NASD shall
not have raised any objection with respect to the fairness and reasonableness of
the  underwriting  terms  and  arrangements.

                                       19
<PAGE>
     (l)  Over-Allotment  Option. In the event that the Underwriters are granted
an  over-allotment  option  by  the  Designated  Trust  in  the applicable Terms
Agreement  and  the  Underwriters  exercise  their option to purchase all or any
portion  of  the  Option  Underwritten  Securities,  the  representations  and
warranties  of  the  Company  and  the Designated Trust contained herein and the
statements  in any certificates furnished by the Administrative Trustees and the
Company  or  any  of  its subsidiaries hereunder shall be true and correct as of
each  Date  of  Delivery,  and,  at the relevant Date of Delivery, Merrill Lynch
shall  have  received:

          (1)  A certificate, dated such Date of Delivery, of the President or a
     Vice  President  of  the  Company  and the chief financial officer or chief
     accounting  officer  of  the  Company,  confirming  that  the  certificate
     delivered  at the Closing Time pursuant to Section 5(e) hereof remains true
     and  correct  as  of  such  Date  of  Delivery.

          (2)  A certificate, dated such Date of Delivery, of the Administrative
     Trustees,  confirming  that  the  certificate delivered at the Closing Time
     pursuant  to  Section  5(f) hereof remains true and correct as such Date of
     Delivery.

          (3)  The  opinion of Reinhart Boerner Van Deuren s.c., counsel for the
     Company  William  M. Bohn, Esq., Corporate Counsel for the Company, in form
     and  substance  reasonably  satisfactory  to  counsel for the Underwriters,
     dated such Date of Delivery, relating to the Option Underwritten Securities
     and  otherwise  to  the same effect as the opinion required by Section 5(b)
     hereof.

          (4)  The  opinion  of Richards, Layton & Finger, P.A., counsel for the
     Designated  Trust, in form and substance reasonably satisfactory to counsel
     for  the  Underwriters, dated such Date of Delivery, relating to the Option
     Underwritten  Securities  and  otherwise  to the same effect as the opinion
     required  by  Section  5(c)  hereof.

          (5)  The  opinion  of  Simpson  Thacher  &  Bartlett,  counsel for the
     Underwriters,  dated  such  Date  of  Delivery,  relating  to  the  Option
     Underwritten  Securities  and  otherwise  to the same effect as the opinion
     required  by  Section  5(d)  hereof.

          (6)  A  letter  from  KPMG  LLP, in form and substance satisfactory to
     Merrill  Lynch  and  dated such Date of Delivery, substantially in the same
     form  and  substance  as  the letter furnished to Merrill Lynch pursuant to
     Section  5(h)  hereof,  except that the "specified date" referred to in the
     letter  furnished  pursuant to this paragraph shall be a date not more than
     three  business  days  prior  to  such  Date  of  Delivery.

     In  addition,  since  the  time of execution of such Terms Agreement, there
shall  not have occurred a downgrading in, or withdrawal of, the rating assigned
to  the Underwritten Securities or any of the Company's securities by any rating
organization referred to in Section 5(i) hereof, and no such rating organization
shall  have  publicly  announced  that  it  has under surveillance or review its
rating  of  the  Underwritten  Securities  or  any  of the Company's securities.

     (m)  Additional  Documents.  At  Closing Time and at each Date of Delivery,
counsel  for  the Underwriters shall have been furnished with such documents and
opinions  as  they may require for the purpose of enabling them to pass upon the
issuance  and  sale  of  the  Underwritten

                                       20
<PAGE>
Securities  as  herein contemplated, or in order to evidence the accuracy of any
of  the  representations  or  warranties,  or  the  fulfillment  of  any  of the
conditions,  herein  contained; and all proceedings taken by the Company and the
Designated  Trust  in  connection with the issuance and sale of the Underwritten
Securities as herein contemplated shall be satisfactory in form and substance to
Merrill  Lynch  and  counsel  for  the  Underwriters.

     (n)  Termination  of  Terms  Agreement.  If any condition specified in this
Section  5  shall  not have been fulfilled when and as required to be fulfilled,
the  applicable  Terms Agreement (or, with respect to the Underwriters' exercise
of  any applicable over-allotment option for the purchase of Option Underwritten
Securities  on a Date of Delivery after the Closing Time, the obligations of the
Underwriters  to  purchase  the  Option  Underwritten Securities on such Date of
Delivery)  may  be  terminated  by Merrill Lynch by notice to the Company at any
time  at or prior to the Closing Time (or such Date of Delivery, as applicable),
and  such termination shall be without liability of any party to any other party
except  as  provided  in  Section 4 and except that Sections 1, 6, 7 and 8 shall
survive  any  such  termination  and  remain  in  full  force  and  effect.

     SECTION  6.  Indemnification.
     -----------  ---------------

     (a)  Indemnification  of Underwriters. The Company and the Designated Trust
jointly  and severally agree to indemnify and hold harmless each Underwriter and
each  person, if any, who controls any Underwriter within the meaning of Section
15  of  the  1933  Act  or  Section  20  of  the  1934  Act  as  follows:

          (1)  against  any  and  all loss, liability, claim, damage and expense
     whatsoever,  as  incurred,  arising  out of any untrue statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or  any  amendment  thereto),  including the Rule 430A Information and the
     Rule  434  Information  deemed  to be a part thereof, if applicable, or the
     omission  or  alleged  omission therefrom of a material fact required to be
     stated  therein  or necessary to make the statements therein not misleading
     or  arising  out  of  any untrue statement or alleged untrue statement of a
     material  fact included in any preliminary prospectus or the Prospectus (or
     any  amendment  or supplement thereto), or the omission or alleged omission
     therefrom  of  a  material  fact  necessary in order to make the statements
     therein,  in the light of the circumstances under which they were made, not
     misleading;

          (2)  against  any  and  all loss, liability, claim, damage and expense
     whatsoever,  as  incurred,  to  the  extent of the aggregate amount paid in
     settlement  of  any  litigation,  or any investigation or proceeding by any
     governmental  agency  or  body,  commenced  or  threatened,  or  any  claim
     whatsoever  based  upon  any such untrue statement or omission, or any such
     alleged  untrue statement or omission; provided that any such settlement is
     effected  with  the written consent of the Company (which consent shall not
     be  unreasonably  withheld  or  delayed);  and

          (3) against any and all expense whatsoever, as incurred (including the
     fees  and  disbursements  of  counsel  chosen by Merrill Lynch), reasonably
     incurred  in  investigating, preparing or defending against any litigation,
     or  any  investigation  or  proceeding  by any governmental agency or body,
     commenced or threatened, or any claim whatsoever based upon any such untrue
     statement or omission, or any such alleged untrue statement or omission, to
     the  extent  that  any  such  expense  is not paid under (i) or (ii) above;

                                       21
<PAGE>
     provided,  however,  that  this  indemnity agreement shall not apply to any
     loss,  liability, claim, damage or expense to the extent arising out of any
     untrue  statement  or omission or alleged untrue statement or omission made
     in  reliance  upon  and in conformity with written information furnished to
     the  Company  by any Underwriter through Merrill Lynch expressly for use in
     the  Registration  Statement (or any amendment thereto), including the Rule
     430A  Information and the Rule 434 Information deemed to be a part thereof,
     if  applicable,  or  any  preliminary  prospectus or the Prospectus (or any
     amendment  or  supplement thereto), it being understood and agreed the only
     information  furnished  by  any  Underwriter consists of the information as
     specified  in  the  applicable  Terms  Agreement  as being furnished by the
     Underwriters;  and,  provided  further,  that  with  respect  to any untrue
     statement  or  alleged  untrue statement in or omission or alleged omission
     from  any preliminary prospectus, the indemnity agreement contained in this
     subsection  (a) shall not inure to the benefit of any Underwriter from whom
     the  person  asserting  any  such  losses,  claims,  damages or liabilities
     purchased  the  Underwritten  Securities  concerned,  to  the extent that a
     prospectus  relating  to  such  Underwritten  Securities was required to be
     delivered  by  such  Underwriter under the 1933 Act in connection with such
     purchase  and any such loss, claim, damage or liability of such Underwriter
     results  from  the fact that there was not sent or given to such person, at
     or  prior  to  the  written  confirmation  of the sale of such Underwritten
     Securities  to such person, a copy of the Prospectus (exclusive of material
     incorporated by reference) which corrected such untrue statement or alleged
     untrue  statement  or  omission  or  alleged  omission,  if the Company had
     previously  furnished  copies  of  such  Prospectus  to such Underwriter in
     accordance  with  Section  3(d)  hereof.

     (b)  Indemnification  of  Company, Directors and Officers. Each Underwriter
severally  agrees  to indemnify and hold harmless the Company and the Designated
Trust,  their  directors, each of their officers or Trustees and each person, if
any,  who  controls  the  Company and the Designated Trust within the meaning of
Section  15  of  the  1933 Act or Section 20 of the 1934 Act against any and all
loss,  liability, claim, damage and expense described in the indemnity contained
in  subsection (a) of this Section, as incurred, but only with respect to untrue
statements  or omissions, or alleged untrue statements or omissions, made in the
Registration  Statement  (or  any  amendment  thereto),  including the Rule 430A
Information  and  the  Rule  434  Information  deemed  to  be a part thereof, if
applicable, or any preliminary prospectus or the Prospectus (or any amendment or
supplement  thereto) in reliance upon and in conformity with written information
furnished  to  the  Company or the Designated Trust, by such Underwriter through
Merrill  Lynch expressly for use in the Registration Statement (or any amendment
thereto)  or  such preliminary prospectus or the Prospectus (or any amendment or
supplement  thereto).

     (c)  Actions  against  Parties;  Notification. Each indemnified party shall
give  notice as promptly as reasonably practicable to each indemnifying party of
any  action  commenced  against  it  in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying  party  from  any  liability  hereunder  to  the  extent  it is not
materially  prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement.  In  the  case of parties indemnified pursuant to Section 6(a) above,
counsel  to  the indemnified parties shall be selected by Merrill Lynch, and, in
the  case  of parties indemnified pursuant to Section 6(b) above, counsel to the
indemnified parties shall be selected by the Company or the Designated Trust. An
indemnifying party may participate at its own expense in the defense of any such
action  and, to the extent that it may wish, jointly with any other indemnifying
party

                                       22
<PAGE>
similarly  notified,  assume  the  defense  thereof,  with  counsel  reasonably
satisfactory  to  such indemnified party, and 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  6 for any legal or other expenses subsequently incurred by
such  indemnified  party  in  connection with the defense thereof other than the
reasonable costs of investigation; provided, however, that the indemnified party
shall  have  the  right  to  employ  separate  counsel  to represent jointly the
indemnified party and those other Underwriters (in the case that the indemnified
party  is Merrill Lynch) and their respective directors, officers, employees and
controlling  persons who may be subject to liability arising out of any claim in
respect  of  which  indemnity may be sought by the indemnified party against the
indemnifying  party  under  this Section 6 if, in the reasonable judgment of the
indemnified  party,  it  is  advisable  for  the  indemnified  party  and  those
Underwriters  (in  the  case  that  the  indemnified  party  is  Merrill Lynch),
directors,  officers,  employees  and  controlling  persons to be represented by
separate  counsel  because there may be defenses available to such parties which
are  different from or in addition to those available to the indemnifying party,
and  in  that event the fees and expenses of such separate counsel shall be paid
by the indemnifying party.  In no event shall the indemnifying parties be liable
for  fees  and  expenses  of  more  than  one  counsel (in addition to any local
counsel)  separate  from  their  own  counsel  for  all  indemnified  parties in
connection with any one action or separate but similar or related actions in the
same  jurisdiction arising out of the same general allegations or circumstances.
No  indemnifying  party  shall,  without  the  prior  written  consent  of  the
indemnified  parties,  settle  or  compromise  or  consent  to  the entry of any
judgment  with  respect to any litigation, or any investigation or proceeding by
any  governmental  agency  or  body,  commenced  or  threatened,  or  any  claim
whatsoever  in  respect of which indemnification or contribution could be sought
under this Section 6 or Section 7 hereof (whether or not the indemnified parties
are  actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a  failure  to  act  by  or  on  behalf  of  any  indemnified  party.

     SECTION  7.  Contribution. If the indemnification provided for in Section 6
     -----------  ------------
hereof  is  for  any  reason  unavailable to or insufficient to hold harmless an
indemnified  party  in  respect  of  any losses, liabilities, claims, damages or
expenses  referred  to therein, then each indemnifying party shall contribute to
the  aggregate  amount of such losses, liabilities, claims, damages and expenses
incurred  by  such  indemnified party, as incurred, (i) in such proportion as is
appropriate  to  reflect  the  relative benefits received by the Company and the
Designated Trust, on the one hand, and the Underwriters, on the other hand, from
the  offering  of  the  Underwritten Securities pursuant to the applicable Terms
Agreement  or  (ii) if the allocation provided by clause (i) 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  Company and the Designated Trust, on the one hand, and the Underwriters, on
the other hand, in connection with the statements or omissions which resulted in
such  losses,  liabilities,  claims,  damages  or expenses, as well as any other
relevant  equitable  considerations.

     The  relative benefits received by the Company and the Designated Trust, on
the  one  hand,  and the Underwriters, on the other hand, in connection with the
offering  of  the  Underwritten  Securities  pursuant  to  the  applicable Terms
Agreement  shall  be  deemed  to  be  in  the

                                       23
<PAGE>
same  respective proportions as the total net proceeds from the offering of such
Underwritten  Securities  (before deducting expenses) received by the Designated
Trust  and the total underwriting discount received by the Underwriters, in each
case  as  set forth on the cover of the Prospectus, or, if Rule 434 is used, the
corresponding  location  on  the Term Sheet bear to the aggregate initial public
offering  price  of  such  Underwritten  Securities  as set forth on such cover.

     The  relative  fault  of  the  Company and the Designated Trust, on the one
hand,  and the Underwriters, on the other hand, shall be determined by reference
to, among other things, whether any such untrue or alleged untrue statement of a
material  fact  or omission or alleged omission to state a material fact relates
to  information  supplied  by  the  Company  and  the Designated Trust or by the
Underwriters  and the parties' relative intent, knowledge, access to information
and  opportunity  to  correct  or  prevent  such  statement  or  omission.
The  Company,  the Designated Trust and the Underwriters agree that it would not
be just and equitable if contribution pursuant to this Section 7 were determined
by  pro rata allocation (even if the Underwriters were treated as one entity for
such  purpose)  or by any other method of allocation which does not take account
of  the  equitable  considerations  referred  to  above  in this Section 7.  The
aggregate  amount  of losses, liabilities, claims, damages and expenses incurred
by  an indemnified party and referred to above in this Section 7 shall be deemed
to  include  any legal or other expenses reasonably incurred by such indemnified
party  in  investigating,  preparing or defending against any litigation, or any
investigation  or  proceeding  by  any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement  or  omission  or  alleged  omission.

     Notwithstanding  the  provisions of this Section 7, no Underwriter shall be
required  to  contribute  any  amount in excess of the amount by which the total
price at which the Underwritten Securities underwritten by it and distributed to
the  public  were  offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of any 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 1933 Act) shall be entitled to contribution from any person
who  was  not  guilty  of  such  fraudulent  misrepresentation.

     For  purposes  of  this  Section  7,  each  person, if any, who controls an
Underwriter  within  the  meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each  director  of  the  Company  and  the Designated Trust, each officer of the
Company  or  trustee  of  the  Designated  Trust,  and  each person, if any, who
controls  the  Company and the Designated Trust within the meaning of Section 15
of  the  1933  Act  or  Section 20 of the 1934 Act shall have the same rights to
contribution  as  the  Company  or the Designated Trust, as the case may be. The
Underwriters'  respective  obligations  to contribute pursuant to this Section 7
are  several in proportion to the number or aggregate liquidation amount, as the
case  may  be,  of  Initial  Underwritten  Securities  set  forth opposite their
respective  names  in  the  applicable  Terms  Agreement,  and  not  joint.

     SECTION  8. Representations, Warranties and Agreements to Survive Delivery.
     -----------     ----------------------------------------------------------
All  representations,  warranties  and agreements contained in this Underwriting
Agreement  or  the

                                       24
<PAGE>
applicable  Terms Agreement or in certificates of officers of the Company or any
of  the  Company's  subsidiaries  or  of  any  Trustees  of the Designated Trust
submitted  pursuant  hereto  or thereto shall remain operative and in full force
and  effect,  regardless  of  any  investigation  made  by  or  on behalf of any
Underwriter  or  controlling  person,  or  by or on behalf of the Company or the
Designated Trust, and shall survive delivery of and payment for the Underwritten
Securities.

     SECTION  9.  Termination.
     -----------  -----------

     (a)  Underwriting  Agreement.  This  Underwriting  Agreement (excluding the
applicable  Terms Agreement) may be terminated for any reason at any time by the
Company,  the  Designated  Trust or by Merrill Lynch upon the giving of 30 days'
prior  written  notice  of  such  termination  to  the  other  parties  hereto.

     (b)  Terms  Agreement.  Merrill  Lynch  may  terminate the applicable Terms
Agreement,  by notice to the Company and the Designated Trust, at any time at or
prior  to  the  Closing  Time or any relevant Date of Delivery, (i) if there has
been,  since  the  time  of  execution  of  such  Terms  Agreement  or since the
respective  dates  as of which information is given in the Prospectus (exclusive
of  any  supplement  thereto),  any  material  adverse  change in the condition,
financial  or  otherwise,  or  in  the  earnings,  business  affairs or business
prospects  of  the  Company  and  its subsidiaries considered as one enterprise,
whether  or not arising in the ordinary course of business, or (ii) if there has
occurred  any  material  adverse  change  in the financial markets in the United
States or in the international financial markets, any outbreak of hostilities or
escalation  thereof  or  other  calamity  or crises or any change or development
involving  a  prospective  change  in  national  or  international,  political,
financial or economic conditions, in each case the effect of which is such as to
make  it,  in  the  judgment  of  Merrill Lynch, impracticable or inadvisable to
market  the  Underwritten Securities or to enforce contracts for the sale of the
Underwritten  Securities,  or  (iii) if trading in any securities of the Company
has  been  suspended  or  materially  limited  by  the  Commission or the Nasdaq
National  Market,  or if trading generally on the New York Stock Exchange or the
American  Stock  Exchange or in the Nasdaq National Market has been suspended or
materially limited, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices have been required, by any either of said exchanges or
by such system or by order of the Commission, the NASD or any other governmental
authority,  or  a  material  disruption  has  occurred  in commercial banking or
securities  settlement  or clearance services in the United States, or (iv) if a
banking  moratorium has been declared by either Federal or New York authorities.

     (c)  Liabilities.  If  this  Underwriting Agreement or the applicable Terms
Agreement  is  terminated  pursuant to this Section 9, such termination shall be
without  liability of any party to any other party except as provided in Section
4  hereof,  and  provided further that Sections 1, 6, 7 and 8 shall survive such
termination  and  remain  in  full  force  and  effect.

     SECTION  10.  Default by One or More of the Underwriters. If one or more of
     ------------  ------------------------------------------
the  Underwriters  shall  fail  at  the  Closing  Time  or  the relevant Date of
Delivery,  as  the case may be, to purchase the Underwritten Securities which it
or  they  are  obligated  to  purchase under the applicable Terms Agreement (the
"Defaulted  Securities"),  then  Merrill  Lynch  shall have the right, within 24
hours  thereafter,  to  make  arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of  the  Defaulted

                                       25
<PAGE>
Securities  in  such amounts as may be agreed upon and upon the terms herein set
forth;  if,  however,  Merrill  Lynch shall not have completed such arrangements
within  such  24-hour  period,  then:

     (a)  if  the number or aggregate liquidation amount, as the case may be, of
Defaulted  Securities does not exceed 10% of the number or aggregate liquidation
amount,  as  the case may be, of Underwritten Securities to be purchased on such
date  pursuant to such Terms Agreement, the non-defaulting Underwriters shall be
obligated, severally and not jointly, to purchase the full amount thereof in the
proportions  that  their  respective  underwriting  obligations under such Terms
Agreement  bear  to  the  underwriting  obligations  of  all  non-defaulting
Underwriters,  or

     (b)  if  the number or aggregate liquidation amount, as the case may be, of
Defaulted  Securities exceeds 10% of the number or aggregate liquidation amount,
as  the  case  may  be,  of Underwritten Securities to be purchased on such date
pursuant  to such Terms Agreement, such Terms Agreement (or, with respect to the
Underwriters'  exercise of any applicable over-allotment option for the purchase
of  Option Underwritten Securities on a Date of Delivery after the Closing Time,
the  obligations  of  the  Underwriters to purchase, and the Designated Trust to
sell,  such  Option  Underwritten  Securities  on  such  Date of Delivery) shall
terminate  without  liability  on  the  part  of any non-defaulting Underwriter.

     No  action  taken  pursuant to this Section 10 shall relieve any defaulting
Underwriter  from  liability  in  respect  of  its  default.
In  the  event of any such default which does not result in (i) a termination of
the  applicable  Terms Agreement or (ii) in the case of a Date of Delivery after
the  Closing  Time,  a  termination  of the obligations of the Underwriters, the
Company and the Designated Trust with respect to the related Option Underwritten
Securities,  as  the case may be, either Merrill Lynch or the Company shall have
the  right to postpone the Closing Time or the relevant Date of Delivery, as the
case  may  be,  for  a  period  not  exceeding seven days in order to effect any
required changes in the Registration Statement or the Prospectus or in any other
documents  or  arrangements.

     SECTION  11.  Notices. All notices and other communications hereunder shall
     ------------  -------
be  in  writing  and  shall  be  deemed  to  have  been  duly given if mailed or
transmitted  by  any  standard  form  of  telecommunication.  Notices  to  the
Underwriters shall be directed to Merrill Lynch at World Financial Center, North
Tower,  New York, New York 10281-1201, attention of Steve Greene; and notices to
the  Company  shall  be directed to it at 1200 Hansen Road, Green Bay, Wisconsin
54304,  attention  of  Treasury  Management  with a copy directed to 1200 Hansen
Road,  Green  Bay,  Wisconsin  54304,  attention  of  Legal  Management.

     SECTION  12.  Parties. This Underwriting Agreement and the applicable Terms
     ------------  -------
Agreement  shall  each  inure to the benefit of and be binding upon the Company,
Merrill  Lynch  and,  upon  execution  of  such  Terms  Agreement,  any  other
Underwriters  and their respective successors. Nothing expressed or mentioned in
this  Underwriting  Agreement  or  such  Terms Agreement is intended or shall be
construed  to give any person, firm or corporation, other than the Underwriters,
the  Company  and  the  Designated Trust and their respective successors and the

                                       26
<PAGE>
controlling persons and officers, directors and Trustees referred to in Sections
6 and 7 and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Underwriting Agreement or such Terms
Agreement  or  any  provision  herein  or  therein contained.  This Underwriting
Agreement  and such Terms Agreement and all conditions and provisions hereof and
thereof  are  intended  to  be for the sole and exclusive benefit of the parties
hereto and thereto and their respective successors, and said controlling persons
and  officers  and  directors and their heirs and legal representatives, and for
the  benefit  of  no  other  person,  firm  or  corporation.  No  purchaser  of
Underwritten  Securities  from any Underwriter shall be deemed to be a successor
by  reason  merely  of  such  purchase.

     SECTION  13.  GOVERNING  LAW  AND TIME. THIS UNDERWRITING AGREEMENT AND ANY
     ------------  ------------------------
APPLICABLE TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY
TIME.

     SECTION 14. Effect of Headings. The Article and Section headings herein and
     ----------- --------------------
the  Table  of  Contents  are  for  convenience  only  and  shall not affect the
construction  hereof.

                                       27
<PAGE>
     If the foregoing is in accordance with your understanding of our agreement,
please  sign  and  return  to  the  Company a counterpart hereof, whereupon this
Underwriting  Agreement,  along  with  all  counterparts,  will become a binding
agreement among Merrill Lynch, the Company and the Trusts in accordance with its
terms.

                                   Very  truly  yours,

                                   ASSOCIATED  BANC-CORP

                                   By: /s/ Teresa A. Rosengarten
                                      ---------------------------------------
                                      Name: Teresa A. Rosengarten
                                      Title: Senior Vice President and Treasurer

                                   ASBC  CAPITAL  I

                                   By:  Associated  Banc-Corp,  as  Sponsor

                                   By:  /s/ William M. Bohn
                                      ---------------------------------------
                                      Name:  William M. Bohn
                                      Title: Senior Vice President and
                                             Assistant Secretary

                                   ASBC  CAPITAL  II

                                   By:  Associated  Banc-Corp,  as  Sponsor

                                   By:  /s/ William M. Bohn
                                      ---------------------------------------
                                      Name:  William M. Bohn
                                      Title: Senior Vice President and
                                             Assistant Secretary

                                   ASBC  CAPITAL  III

                                   By:  Associated  Banc-Corp,  as  Sponsor

                                   By:   /s/ William M. Bohn
                                      ---------------------------------------
                                      Name:  William M. Bohn
                                      Title: Senior Vice President and
                                             Assistant Secretary

        CONFIRMED  AND  ACCEPTED,
as  of  the  date  first  above  written:
MERRILL  LYNCH,  PIERCE,  FENNER  &  SMITH
             INCORPORATED
By:  /s/ Gary Swidler
   --------------------------
       Authorized  Signatory

                                       28
<PAGE>

                                                                       Exhibit A

                              ASSOCIATED BANC-CORP
                            (a Wisconsin corporation)
                                ASBC Capital [__]
                      (a Delaware statutory business trust)


                               Capital Securities
                                 TERMS AGREEMENT
                                 ---------------

                                                                          [Date]

To:  Associated  Banc-Corp
     1200  Hansen  Road
     Green  Bay,  WI  54304

Ladies  and  Gentlemen:

     We  understand  that  ASBC  Capital  [__],a statutory business trust formed
under  the  laws  of  the  state  of Delaware for the purpose of issuing capital
securities (the "Trust"), and Associated Banc-Corp, a Wisconsin corporation (the
"Company"),  propose to issue and sell $[_________] aggregate liquidation amount
of  capital  securities  (the "Capital Securities") ([such securities also being
hereinafter  referred  to as] the "[Initial] Underwritten Securities").  Subject
to  the  terms  and conditions set forth or incorporated by reference herein, we
[the  underwriters  named  below  (the  "Underwriters")]  offer  to  purchase [,
severally  and  not  jointly,] the liquidation amount of Underwritten Securities
[opposite  their names set forth below] at the purchase price set forth below [,
and  a proportionate share of Option Underwritten Securities set forth below, to
the  extent  any  are  purchased].

                                      A-1
<PAGE>
                              [Number]
                              [Liquidation  Amount]
Underwriter                   of  [Initial]  Underwritten  Securities
- -----------                   ---------------------------------------
                              ________________
Total                         [$]
                              ===============




                                      A-2
<PAGE>

The  Underwritten  Securities  shall  have  the  following  terms:

                               Capital Securities
                               ------------------

Designated  Trust:

     ASBC  Capital  [__]
Title:
Ratings:
Number  of  Initial  Underwritten  Securities:
Number  of  Option  Underwritten  Securities:
Distribution  rate  (or  formula)  per  security:  $
Distribution  payment  dates:
Liquidation  amount  per  share:  $
Redemption  provisions:
Listing  requirements:
Black-out  provisions:
Lock-up  provisions:
Initial  public  offering  price  per  security:  $___  plus  accumulated
distributions,  if  any,  from  _____
Purchase  price per security:  $___ plus accumulated distributions, if any, from
_____
Other  terms  and  conditions:
Closing  date  and  location:


                                      A-3

<PAGE>
     Please  accept  this  offer  no later than ____ o'clock P.M. (New York City
time)  on  ______________ by signing a copy of this Terms Agreement in the space
set  forth  below  and  returning  the  signed  copy  to  us.  Very truly yours,


                                   MERRILL  LYNCH,  PIERCE,  FENNER  &  SMITH
                                        INCORPORATED


                                   By  _________________________
                                        Authorized  Signatory

                                   [Acting  on  behalf  of  itself  and  the
                                   other  named  Underwriters.]

Accepted:

ASSOCIATED  BANC-CORP

By________________________________
  Name:
  Title:

ASBC  CAPITAL  [__]

By:  Associated  Banc-Corp,  as  Sponsor

By_________________________________
  Name:
  Title:

                                      A-4
<PAGE>
                                                                     Exhibit B-1

                  FORM OF OPINION OF COMPANY'S OUTSIDE COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

          (1)  The Company is a corporation existing under the laws of the State
     of  Wisconsin  and,  based  solely  on  a  certificate of the Department of
     Financial  Institutions  of  the  State  of  Wisconsin  (the "Department of
     Financial  Institutions"),  (a)  has filed with the Department of Financial
     Institutions  during  its  most recently completed report year the required
     annual  report;  (b)  is  not  the  subject of a proceeding under Wisconsin
     Statutes  section 180.1421, to cause its administrative dissolution; (c) no
     determination  has  been  made  by the Department of Financial Institutions
     that  grounds  exist  for such action; (d) no filing has been made with the
     Department  of  Financial  Institutions  of  a  decree  of dissolution with
     respect to it; and (e) Articles of Dissolution of the Company have not been
     filed  with  the  Department of Financial Institutions. The Company is duly
     registered  as a bank holding company under the Bank Holding Company Act of
     1956,  as  amended.

          (2)  The  Company  has corporate power and corporate authority to own,
     lease  and  operate its properties and to conduct its business as described
     in  the  Prospectus and to enter into and perform its obligations under, or
     as  contemplated  by,  the  Underwriting Agreement and the applicable Terms
     Agreement.

          (3)  Based  solely  on  certificates  from  public  officials  of  the
     applicable  states,  the  Company  is qualified to do business as a foreign
     corporation and is in good standing in the states of ______ and ______ and,
     to  our knowledge, does not own or lease any property or have any employees
     in  any other state except for Wisconsin. Based solely on certificates from
     public  officials of the applicable states, each Subsidiary is qualified to
     do  business as a foreign corporation and is in good standing in the states
     of  ______  and  ______  and,  to  our knowledge, does not own or lease any
     property  or  have any employees in any other state except for the state of
     its  incorporation.

          (4)  Each  Subsidiary  is a corporation existing under the laws of the
     State  of  Wisconsin  and,  based  solely on applicable certificates of the
     Department  of Financial Institutions, (a) has filed with the Department of
     Financial  Institutions  during its most recently completed report year the
     required  annual  report;  (b)  is  not  the  subject of a proceeding under
     Wisconsin  Statutes  section  180.1421,  to  cause  its  administrative
     dissolution;  (c)  no  determination  has  been  made  by the Department of
     Financial  Institutions  that  grounds exist for such action; (d) no filing
     has  been made with the Department of Financial Institutions of a decree of
     dissolution  with  respect  to  such  Subsidiary;  and  (e)  Articles  of
     Dissolution  of  such Subsidiary have not been filed with the Department of
     Financial  Institutions, and has corporate power and corporate authority to
     own,  lease  and  operate  its  properties  and  to conduct its business as
     described  in  the  Prospectus.  Except  as  otherwise  described  in  the
     Prospectus,  all  of  the  issued  and  outstanding  capital  stock of each
     Subsidiary  has  been duly authorized and is validly issued, fully paid and
     non-assessable  (except,  in  the  case  of  Subsidiaries  which  are

                                      B-1
<PAGE>
     national  banks, as provided in 12 U.S.C. 55 and Wisconsin Statutes Section
     180.622(b))  and,  to  our  knowledge, is owned by the Company, directly or
     through  subsidiaries,  free  and clear of any security interest, mortgage,
     pledge,  lien,  encumbrance, claim or equity. To our knowledge, none of the
     outstanding  shares  of  capital  stock  of  any  Subsidiary  was issued in
     violation  of  preemptive  or other similar rights of any securityholder of
     such  Subsidiary.

          (5) The Underwriting Agreement and the applicable Terms Agreement have
     been  duly  authorized by all necessary corporate action on the part of the
     Company  and  have  been,  executed  and  delivered  by  the  Company.

          (6)  Each  of  the Operative Documents has been duly authorized by all
     necessary  corporate  action  on the part of the Company and has been duly,
     executed  and  delivered  by  the  Company  and  is  a  valid  and  binding
     obligations  of  the  Company enforceable against the Company in accordance
     with  its  terms,  except  as  the  enforcement  thereof  may be limited by
     bankruptcy, insolvency (including, without limitation, all laws relating to
     fraudulent  transfers),  reorganization,  moratorium  or  laws  affecting
     enforcement  of  creditors'  rights  generally  and  except  as enforcement
     thereof  is  subject to general principles of equity (regardless of whether
     enforcement is considered in a proceeding in equity or at law). Each of the
     Operative  Documents  has  been  duly  qualified  under  the  1939  Act.

          (7)  The  Junior  Subordinated  Debt Securities to be purchased by the
     Designated  Trust  have  been  duly authorized for issuance and sale by all
     necessary  corporate  action  on  the  part  of  the  Company  and,  when
     authenticated,  issued  and  delivered  in  the  manner provided for in the
     Indenture  and  delivered against payment of the purchase price therefor as
     provided  in the Underwriting Agreement and the applicable Terms Agreement,
     will  constitute  valid and binding obligations of the Company, enforceable
     against  the  Company  in  accordance  with  their  terms,  except  as  the
     enforcement  thereof  may  be limited by bankruptcy, insolvency (including,
     without  limitation,  all  laws  relating  to  fraudulent  transfers),
     reorganization,  moratorium  or  similar  laws  affecting  enforcement  of
     creditors' rights generally and except as enforcement thereof is subject to
     general  principles  of  equity  (regardless  of  whether  enforcement  is
     considered  in  a  proceeding  in  equity  or  at law), and are in the form
     contemplated  by,  and  entitled  to  the  benefits  of,  the  Indenture.

          (8)  The Underwritten Securities being sold pursuant to the applicable
     Terms Agreement and each of the Operative Documents conform in all material
     respects to the statements relating thereto contained in the Prospectus and
     are  in  substantially  the form filed or incorporated by reference, as the
     case  may  be,  as  an  exhibit  to  the  Registration  Statement.

          (9)  The information in the Prospectus under the captions "Description
     of  Junior  Subordinated  Debt  Securities,"  "Description  of  Capital
     Securities,"  "Description of the Guarantee," "Certain Terms of the Capital
     Securities,"  "Certain  Terms  of the Junior Subordinated Debt Securities,"
     "Relationship  Among  the  Capital Securities, the Junior Subordinated Debt
     Securities,  and  the  Guarantees"  and  "United  States  Federal  Income

                                      B-2
<PAGE>
     Tax  Consequences," and in the Registration Statement under Item 15, to the
     extent  that  it  constitutes matters of law, summaries of legal matters or
     the  Company's  charter or bylaws, or the Designated Trust's Certificate of
     Trust  or  Trust Agreement, or legal proceedings, or legal conclusions, has
     been reviewed by us and is correct in all material respects and our opinion
     set  forth  under  "United  States  Federal  Income  Tax  Consequences"  is
     confirmed.

          (10)  The  execution,  delivery  and  performance  of the Underwriting
     Agreement,  the applicable Terms Agreement, the Operative Documents and any
     other  agreement or instrument entered into or issued or to be entered into
     or  issued  by the Company in connection with the transactions contemplated
     in  the  Registration  Statement and the Prospectus and the consummation of
     the  transactions contemplated in the Underwriting Agreement and such Terms
     Agreement  and  in the Registration Statement and the Prospectus (including
     the  issuance  and  sale  of the Underwritten Securities and the use of the
     proceeds  from  the  sale of the Underwritten Securities as described under
     the  caption  "Use  of  Proceeds")  and  compliance by the Company with its
     obligations  thereunder  do  not  and will not, whether with or without the
     giving  of notice or passage of time or both, conflict with or constitute a
     breach  of,  or default or Repayment Event under, or result in the creation
     or  imposition  of  any  lien,  charge  or  encumbrance  upon  any  assets,
     properties or operations of the Company or any of its subsidiaries pursuant
     to,  any  contract,  indenture,  mortgage,  deed  of  trust, loan or credit
     agreement,  note,  lease or any other agreement or instrument that is filed
     or  incorporated  by reference as an exhibit to the Registration Statement,
     nor  will  such  action  result  in  any violation of the provisions of the
     charter  or  by-laws  of  the  Company  or  any  of its Subsidiaries or any
     applicable law, statute, rule, regulation, judgment, order, writ or decree,
     known  to  us,  of  any  government,  government  instrumentality or court,
     domestic  or  foreign,  having  jurisdiction over the Company or any of its
     Subsidiaries  or  any  of  their  assets,  properties  or  operations.

          (11)  All  descriptions  in  the  Prospectus  of  contracts  and other
     documents to which the Company or its subsidiaries are a party are accurate
     in  all  material  respects.

          (12)  Based  solely  on  communications  with  the  Commission,  the
     Registration  Statement  (including any Rule 462(b) Registration Statement)
     has  been declared effective under the 1933 Act. Any required filing of the
     Prospectus  pursuant  to Rule 424(b) has been made in the manner and within
     the  time  period required by Rule 424(b). To the best of our knowledge, no
     stop  order  suspending the effectiveness of the Registration Statement (or
     such Rule 462(b) Registration Statement) has been issued under the 1933 Act
     and  no  proceedings for that purpose have been initiated or are pending or
     threatened  by  the  Commission.

          (13)  The  Registration  Statement  (including  any  Rule  462(b)
     Registration  Statement)  and  the  Prospectus,  excluding  the  documents
     incorporated  by reference therein, and each amendment or supplement to the
     Registration  Statement  (including any Rule 462(b) Registration Statement)
     and  Prospectus, excluding the documents incorporated by reference therein,
     as  of  their respective effective or issue dates (other than the financial
     statements  and  supporting schedules included therein or omitted therefrom
     and  each Trustee's Statement of Eligibility on Form T-1 (the "Form T-1s"),
     as  to  which  we  express no opinion), complied as to form in all material
     respects  with  the  requirements  of  the  1933  Act  and  the  1933  Act
     Regulations.


                                      B-3
<PAGE>
          (14)  The documents incorporated by reference in the Prospectus (other
     than  the  financial statements and supporting schedules therein or omitted
     therefrom,  as  to  which we express no opinion), when they were filed with
     the  Commission  complied  as  to  form  in  all material respects with the
     requirements  of  the  1934  Act  and  the  rules  and  regulations  of the
     Commission  thereunder.

          (15) Neither the Designated Trust nor the Company is, and after giving
     effect  to  the  offering  and  sale of the Underwritten Securities and the
     Junior  Subordinated  Debt  Securities, and the application of the proceeds
     thereof  as  described  in  the Prospectus will be, an "investment company"
     that is required to be registered under the Investment Company Act of 1940,
     as  amended.

          (16)  No  filing  with,  or authorization, approval, consent, license,
     order,  registration, qualification or decree of, any court or governmental
     authority  or agency, domestic or foreign, is necessary or required for the
     due  authorization,  execution  or delivery by the Company of the Operative
     Documents,  the Underwriting Agreement or the applicable Terms Agreement or
     for  the  performance by the Company of the transactions contemplated under
     the  Prospectus,  the  Underwriting  Agreement, such Terms Agreement or the
     Operative  Documents,  other  than  under  the  1933  Act,  the  1933  Act
     Regulations,  the 1939 Act and the 1939 Act Regulations, which have already
     been  made,  obtained  or  rendered,  as  applicable.

     We  have  not  independently determined the accuracy and completeness of or
otherwise  verified,  and are not passing upon and assume no responsibility for,
the  accuracy  or  completeness of, the statements contained in the Registration
Statement  or the Prospectus.  However, we have generally reviewed and discussed
the  contents of the Registration Statement and Prospectus with certain officers
of  the Company.  In the course of such review and discussions and in connection
with  our  services as counsel to the Company, nothing has come to our attention
that  would  lead  us  to believe that the Registration Statement (including any
Rule  462(b)  Registration  Statement)  or  any post-effective amendment thereto
(except  for  financial  statements and supporting schedules and other financial
data included therein or omitted therefrom and for the Form T-1s, as to which we
make  no  statement), at the time the Registration Statement (including any Rule
462(b)  Registration  Statement)  or  any  post-effective  amendment  thereto
(including  the  filing  of  the  Company's  Annual Report on Form 10-K with the
Commission)  became  effective or at the date of the applicable Terms Agreement,
contained  an untrue statement of a material fact or omitted to state a material
fact  required  to be stated therein or necessary to make the statements therein
not  misleading  or  that  the Prospectus or any amendment or supplement thereto
(except  for  financial  statements and supporting schedules and other financial
data  included  therein or omitted therefrom, as to which we make no statement),
at  the  time  the  Prospectus  was  issued,  at  the  time  any such amended or
supplemented  prospectus was issued or at the Closing Time, included or includes
an  untrue  statement of a material fact or omitted or omits 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.

                                      B-4
<PAGE>
     In  rendering  such  opinion,  such  counsel  may  rely  (A)  as to matters
involving  the application of the laws of Delaware upon the opinion of Richards,
Layton  &  Finger,  P.A., special counsel to the Designated Trust, provided that
such  counsel  shall  state in their opinion that they believe that they and the
Underwriters  are justified in relying upon such opinion, and (B), as to matters
of  fact  (but  not as to legal conclusions), to the extent they deem proper, on
certificates  of  responsible officers of the Company and public officials. Such
opinion shall not state that it is to be governed or qualified by, or that it is
otherwise subject to, any treatise, written policy or other document relating to
legal  opinions,  including, without limitation, the Legal Opinion Accord of the
ABA  Section  of  Business  Law  (1991).


                                      B-5
<PAGE>
                                                                     Exhibit B-1

                  FORM OF OPINION OF COMPANY'S GENERAL COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

          (1)  To  the  best of my knowledge, neither the Company nor any of its
     subsidiaries  is  in  violation of its charter or by-laws and no default by
     the  Company  or  any  of its subsidiaries exists in the due performance or
     observance  of  any  material  obligation, agreement, covenant or condition
     contained in any contract, indenture, mortgage, loan agreement, note, lease
     or  other  agreement  or instrument that is described or referred to in the
     Registration  Statement  or  the  Prospectus  or  filed  or incorporated by
     references  as  an  exhibit  to  the  Registration  Statement.

          (2)  To  the  best of my knowledge, there is not pending or threatened
     any action, suit, proceeding, inquiry or investigation to which the Company
     or  any  of  its  subsidiaries  thereof  is a party or to which the assets,
     properties  or operations of the Company or any of its subsidiaries thereof
     is subject, before or by any court or governmental agency or body, domestic
     or  foreign,  which  might  reasonably  be expected to result in a Material
     Adverse  Effect  or  which  might  reasonably be expected to materially and
     adversely  affect  the  assets,  properties  or  operations  thereof or the
     consummation  of  the  transactions  contemplated  under  the  Underwriting
     Agreement, the applicable Terms Agreement, or the other Operative Documents
     or  the  performance  by  the  Company  of  its  obligations  thereunder.

          (3)  To  the best of my knowledge, there are no franchises, contracts,
     indentures,  mortgages, loan agreements, notes, leases or other instruments
     required to be described or referred to in the Prospectus or to be filed as
     exhibits  to  the  Registration  Statement  other  than  those described or
     referred  to  therein  or  filed  or  incorporated by reference as exhibits
     thereto,  and the descriptions thereof or references thereto are correct in
     all  material  respects.

     In  rendering  such  opinion,  such  counsel  may  rely  (A)  as to matters
involving  the application of the laws of Delaware upon the opinion of Richards,
Layton  &  Finger,  P.A., special counsel to the Designated Trust, provided that
such  counsel  shall  state  in  his  opinion  that  he believes that he and the
Underwriters  are justified in relying upon such opinion, and (B), as to matters
of  fact  (but  not as to legal conclusions), to the extent they deem proper, on
certificates  of responsible officers of the Company and public officials.  Such
opinion shall not state that it is to be governed or qualified by, or that it is
otherwise subject to, any treatise, written policy or other document relating to
legal  opinions,  including, without limitation, the Legal Opinion Accord of the
ABA  Section  of  Business  Law  (1991).

                                      B-1
<PAGE>

                                                                       Exhibit C

                   FORM OF OPINION OF SPECIAL DELAWARE COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(c)

          (1) The Designated Trust has been duly created and is validly existing
     in good standing as a business trust under the Delaware Business Trust Act,
     and  all  filings  required  under  the  laws of the State of Delaware with
     respect  to  the  creation and valid existence of the Designated Trust as a
     business  trust  have  been  made.

          (2)  Under  the  Delaware  Business Trust Act and the applicable Trust
     Agreement,  the  Designated  Trust has the trust power and authority (A) to
     execute and deliver, and to perform its obligations under, the Underwriting
     Agreement,  (B)  to  issue  and  perform  its  obligations  under the Trust
     Securities  and  (C)  to  own its property and conduct its business, all as
     described  in  the  Prospectus.

          (3)  Under  the  Delaware  Business Trust Act and the applicable Trust
     Agreement,  (A)  the  execution and delivery by the Designated Trust of the
     Underwriting  Agreement  and the performance by the Designated Trust of its
     obligations  thereunder,  have  been duly authorized by all necessary trust
     action  on  the  part  of  the  Designated  Trust  and  (B)  the Company is
     authorized  to  execute and deliver the Underwriting Agreement on behalf of
     the  Designated  Trust.

          (4)  The  applicable  Trust  Agreement constitutes a valid and binding
     obligation  of the Company and each trustee of the Designated Trust, and is
     enforceable  against  the Company and each trustee of the Designated Trust,
     in  accordance  with  its  terms  except as such enforcement thereof may be
     limited  by bankruptcy, insolvency (including, without limitation, all laws
     relating  to  fraudulent  transfers),  reorganization,  moratorium  or laws
     affecting  enforcement  of  creditors'  rights  generally  and  except  as
     enforcement  thereof is subject to general principles of equity (regardless
     of  whether  enforcement  is  considered in a proceeding in equity or law).

          (5)  The Common Securities have been duly authorized by the applicable
     Trust  Agreement  and  are  duly  and validly issued and will be fully paid
     undivided  beneficial  interests  in  the  assets  of the Designated Trust.

          (6) The Capital Securities have been duly authorized by the applicable
     Trust  Agreement  and  are  duly  and  validly  issued  and, subject to the
     qualifications  set  forth  in  this  paragraph (6), will be fully paid and
     nonassessable  undivided  beneficial  interests  in  the  assets  of  the
     Designated  Trust  and  will  be entitled to the benefits of the applicable
     Trust  Agreement.  The  holders  of  the  Capital Securities, as beneficial
     owners  of the Designated Trust, will be entitled to the same limitation of
     personal  liability  extended  to  stockholders of private corporations for
     profit  organized  under  the  General  Corporation  Law  of  the  State of
     Delaware.  We  note  that  such  holders  may be obligated, pursuant to the
     applicable  Trust  Agreement,  (A)  to provide indemnity and/or security in
     connection  with  and  pay  taxes  or  governmental  charges  arising  from
     transfers  or  exchanges  of  the

                                      C-1
<PAGE>
     certificates  representing  the  Capital  Securities  and  the  issuance of
     replacement  certificates  representing  the Capital Securities, and (B) to
     provide  security or indemnity in connection with requests of or directions
     to  the  Property  Trustee  to  exercise  its  rights  and powers under the
     applicable  Trust  Agreement.

          (7)  Under  the  Delaware  Business Trust Act and the applicable Trust
     Agreement,  (B)  the  issuance  of  the  Trust Securities is not subject to
     preemptive  or  other  similar  rights  and (B) the Designated Trust is not
     authorized  to  issue  any  securities  other  than  the  Trust Securities.

          (8)  The  issuance  and  sale  by  the  Designated  Trust of the Trust
     Securities  the purchase by the Designated Trust of the Junior Subordinated
     Debt  Securities, the execution, delivery and performance by the Designated
     Trust  of  the  Underwriting  Agreement, the consummation by the Designated
     Trust  of  the  transactions  contemplated  thereby  and  compliance by the
     Designated  Trust  with  its obligations thereunder, (A) do not violate (i)
     any  of  the provisions of the Certificate of Trust of the Designated Trust
     or  the  applicable  Trust Agreement or (ii) any applicable Delaware law or
     administrative  regulation thereunder which is applicable to the Designated
     Trust, and (B) do not require any consent, approval, license, authorization
     or validation of, or filing or registration with, any Delaware legislative,
     judicial,  administrative  or  regulatory  body  under  the  laws  or
     administrative  regulations  of  the  State  of  Delaware.

          (9)  Assuming  that the Designated Trust is treated as a grantor trust
     under  the  Internal  Revenue  Code of 1986, as amended, the holders of the
     Capital  Securities  (other  than  those  holders of Capital Securities who
     reside  or  are  domiciled in the State of Delaware) will have no liability
     for  income  taxes  imposed  by the State of Delaware solely as a result of
     their  participation in the Designated Trust, and the Designated Trust will
     not  be  liable  for  any  income  tax  imposed  by  the State of Delaware.


                                      C-2




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.(B)
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>
                              ASSOCIATED BANC-CORP
                            (a Wisconsin corporation)
                                 ASBC Capital I
                      (a Delaware statutory business trust)


                               Capital Securities
                                 TERMS AGREEMENT
                                 ---------------

                                                                    May 23, 2002

To:  Associated  Banc-Corp
     1200  Hansen  Road
     Green  Bay,  WI  54304

Ladies  and  Gentlemen:

     We  understand that ASBC Capital I, a statutory business trust formed under
the  laws of the state of Delaware for the purpose of issuing capital securities
(the  "Trust"),  and  Associated  Banc-Corp,  a  Wisconsin  corporation  (the
"Company"),  propose to issue and sell $175,000,000 aggregate liquidation amount
of  capital  securities  (the  "Capital Securities") (such securities also being
hereinafter  referred  to as the "Initial Underwritten Securities").  Subject to
the  terms  and conditions set forth or incorporated by reference herein, we the
underwriters  named  below (the "Underwriters") offer to purchase, severally and
not  jointly,  the  liquidation amount of Underwritten Securities opposite their
names set forth below at the purchase price set forth below, and a proportionate
share  of  Option Underwritten Securities set forth below, to the extent any are
purchased.

<PAGE>
<TABLE>
<CAPTION>

                                               Amount of Initial Underwritten
Underwriter                                      Securities to be Purchased
=============================================  ==============================
<S>                                            <C>
Merrill Lynch, Pierce, Fenner & Smith
   Incorporated . . . . . . . . . . . . . . .                       1,152,000
Lehman Brothers Inc.. . . . . . . . . . . . .                       1,147,000
Salomon Smith Barney Inc. . . . . . . . . . .                       1,147,000
Sandler O'Neill & Partners, L.P.. . . . . . .                       1,147,000
UBS Warburg LLC . . . . . . . . . . . . . . .                       1,147,000
Robert W. Baird & Co. Incorporated. . . . . .                         175,000
Credit Suisse First Boston Corporation. . . .                         175,000
J.P. Morgan Securities Inc. . . . . . . . . .                         175,000
A.G. Edwards & Sons, Inc. . . . . . . . . . .                          35,000
CIBC World Markets Corp.. . . . . . . . . . .                          35,000
Deutsche Bank Securities Inc. . . . . . . . .                          35,000
First Union Securities, Inc.. . . . . . . . .                          35,000
H&R BLOCK Financial Advisors, Inc.. . . . . .                          35,000
HSBC Securities (USA) Inc.. . . . . . . . . .                          35,000
Jefferies & Company, Inc. . . . . . . . . . .                          35,000
Keefe, Bruyette & Woods, Inc. . . . . . . . .                          35,000
Legg Mason Wood Walker, Incorporated. . . . .                          35,000
McDonald Investments Inc., a KeyCorp Company.                          35,000
Prudential Securities Incorporated. . . . . .                          35,000
Quick & Reilly, Inc.. . . . . . . . . . . . .                          35,000
Raymond James & Associates, Inc.. . . . . . .                          35,000
RBC Dain Rauscher Inc.. . . . . . . . . . . .                          35,000
Charles Schwab & Co., Inc.. . . . . . . . . .                          35,000
Stifel, Nicolaus & Company, Incorporated. . .                          35,000
US Bancorp Piper Jaffray. . . . . . . . . . .                          35,000
ABN AMRO Incorporated . . . . . . . . . . . .                          10,000
Advest, Inc.. . . . . . . . . . . . . . . . .                          10,000
BB&T Capital Markets, A division of Scott and
Stringfellow, Inc.. . . . . . . . . . . . . .                          10,000
D.A. Davidson & Co. . . . . . . . . . . . . .                          10,000
Fahnestock & Co. Inc. . . . . . . . . . . . .                          10,000
Fifth Third Securities, Inc.. . . . . . . . .                          10,000
J.J.B. Hilliard, W.L. Lyons, Inc. . . . . . .                          10,000
Janney Montgomery Scott LLC . . . . . . . . .                          10,000
Mesirow Financial, Inc. . . . . . . . . . . .                          10,000
Morgan Keegan & Company, Inc. . . . . . . . .                          10,000
NatCity Investments, Inc. . . . . . . . . . .                          10,000
Parker/Hunter Incorporated. . . . . . . . . .                          10,000
SWS Securities, Inc.. . . . . . . . . . . . .                          10,000
SunTrust Capital Markets, Inc.. . . . . . . .                          10,000
                                                                   __________
         Total. . . . . . . . . . . . . . . .                       7,000,000
</TABLE>


                                        2
<PAGE>
The  Underwritten  Securities  shall  have  the  following  terms:

                            Capital  Securities

DESIGNATED  TRUST:          ASBC  Capital  I

TITLE:                      7  5/8% Trust Preferred Securities due June 15, 2032

RATINGS  (MDY/S&P/FITCH):   Baa1/BBB-/BBB+

NUMBER  OF  INITIAL
UNDERWRITTEN  SECURITIES:   7,000,000

NUMBER  OF  OPTION
UNDERWRITTEN  SECURITIES:   1,050,000

DISTRIBUTION  RATE  PER
SECURITY:                   7.625%

DISTRIBUTION PAYMENT DATES: On each September 15, December 15, March 15 and June
                            15  commencing  on  September  15,  2002

LIQUIDATION  AMOUNT  PER
SHARE:                      $25

MATURITY  DATE:             June  15,  2032

REDEMPTION  PROVISIONS:     Callable  beginning  May  30,  2007  and  any  time
                            thereafter  at  par  with  30  days  notice

LISTING  REQUIREMENTS:      NYSE

                                        3
<PAGE>

LOCK-UP  PROVISIONS:        For  30  days  from May 23, 2002, ASBC Capital I and
                            Associated Banc-Corp will not offer, sell, contract
                            to  sell  or  otherwise  dispose of any 7 5/8% Trust
                            Originated  Preferred  Securities ("TOPrs") due June
                            15,  2032  (the  "Preferred  Securities"), any other
                            beneficial  interests  in  ASBC  Capital  I,  or any
                            preferred  securities  or  other  securities of ASBC
                            Capital  I  or  Associated  Banc-Corp  that  are
                            substantially  similar  to the Preferred Securities,
                            including  any  guarantee of such securities, or any
                            securities  convertible  into or exchangeable for or
                            representing  the  right  to  receive  Preferred
                            Securities  or  any  such  substantially  similar
                            securities  of  either  ASBC Capital I or Associated
                            Banc-Corp,  without prior written consent of Merrill
                            Lynch,  Pierce  Fenner  &  Smith  on  behalf  of the
                            Underwriters,  except  for  the Preferred Securities
                            offered  in  connection  with  this  offering.

INITIAL  PUBLIC  OFFERING
PRICE  PER  SECURITY:       $25 plus accumulated distributions, if any, from May
                            30,  2002

PURCHASE PRICE PER
SECURITY:                   $25 plus accumulated distributions, if any, from May
                            30,  2002

UNDERWRITERS' COMMISSION TO
BE PAID BY ASSOCIATED BANC-
CORP:                       $5,512,500

INFORMATION PROVIDED TO
ASSOCIATED BANC-CORP FOR
USE IN THE PROSPECTUS
SUPPLEMENT:                 the  first,  third,  eighth and ninth paragraphs and
                            the last two sentences of the tenth paragraph of the
                            section titled "Underwriting" of the Prospectus
                            Supplement.

OTHER TERMS AND CONDITIONS: None

CLOSING DATE AND LOCATION:  May  30,  2002  at  the offices of Simpson Thacher &
                            Bartlett,  425  Lexington Avenue, New York, New York
                            10017,  beginning at 9 A.M. (New York City time), or
                            at  such other place and time as the Representative,
                            the Company and the Trust may agree upon in writing.



                                        4
<PAGE>
     Please  accept  this offer by signing a copy of this Terms Agreement in the
space  set  forth  below  and  returning  the  signed  copy  to  us.


                                       Very  truly  yours,


                                       MERRILL LYNCH, PIERCE, FENNER & SMITH
                                            INCORPORATED


                                       By    /s/ Gary Swidler
                                           -------------------------------------
                                            Authorized  Signatory

                                       Acting on behalf of itself and the other
                                       named  Underwriters.

Accepted:

ASSOCIATED  BANC-CORP

By /s/ Teresa A. Rosengarten
  --------------------------------
  Name:  Teresa A. Rosengarten
  Title: Senior Vice President and
         Treasurer

ASBC  CAPITAL  I

By:  Associated  Banc-Corp,  as  Sponsor

By /s/ William M. Bohn
  --------------------------------
  Name:  William M. Bohn
  Title: Senior Vice President and
         Assistant Secretary


                                        5





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(A)
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>
                              ASSOCIATED BANC-CORP

                 7.625% Junior Subordinated Debentures due 2032

                         Officers' Certificate Pursuant
                         To Section 3.1 of the Indenture


     Pursuant  to  authority  expressly  delegated  by the Board of Directors of
Associated Banc-Corp (the "Company") by resolutions duly adopted by the Board of
Directors,  and  pursuant  to  the  Indenture referred to below, there is hereby
established  a  series  of Securities (as that term is defined in the Indenture)
pursuant  to  Section  3.1 of the Junior Subordinated Indenture, dated as of May
30,  2002,  between  the  Company and BNY Midwest Trust Company, as Trustee (the
"Indenture"),  the  terms  of  which  shall be as follows (capitalized terms not
defined  herein  shall  have  the  meanings  assigned to them in the Indenture):

          (1)     The Securities of this series shall be known and designated as
the  "7.625%  Junior  Subordinated  Debentures  due  2032"  of  the Company (the
"Debentures").  The  Debentures  initially  shall be issued to ASBC Capital I, a
Delaware  statutory  business  trust (the "Trust").  The Trust Agreement for the
Trust  shall  be  the  Amended and Restated Trust Agreement, dated as of May 30,
2002,  among  the  Company,  as  Sponsor, BNY Midwest Trust Company, as Property
Trustee,  The  Bank  of  New  York  (Delaware),  as  Delaware  Trustee,  and the
Administrative  Trustees  named  therein (the "Trust Agreement").  The Guarantee
will  be  issued  pursuant to the Guarantee Agreement, dated as of May 30, 2002,
between  the  Company  and  BNY  Midwest  Trust  Company,  as Guarantee Trustee.

          (2)     The  aggregate  principal  amount  of  Debentures which may be
authenticated  and  delivered  under  the  Indenture is $207,474,250 (except for
Debentures  authenticated  and  delivered  upon  registration of transfer of, or
exchange for, or in lieu of, other Debentures pursuant to Section 3.4, 3.5, 3.6,
9.6  or  11.6  of  the  Indenture).

          (3)     The  Debentures  will  be issued only in fully registered form
and  the  authorized minimum denomination of the Debentures shall be $25 and any
integral  multiple  of  $25  in  excess  thereof.

          (4)     The  principal  amount  of  the Debentures shall be payable in
full  on  June  15, 2032 subject to and in accordance with the provisions of the
Indenture.


<PAGE>
          (5)     The  rate  at which the Debentures shall bear interest will be
7.625%  per  annum;  the  date  from which such interest shall accrue is May 30,
2002;  the  Interest  Payment  Dates (as defined in the Indenture) on which such
interest shall be payable are March 15, June 15, September 15 and December 15 of
each  year,  commencing  September  15,  2002;  and the Regular Record Dates (as
defined  in the Indenture) for the interest payable on any Interest Payment Date
will  be  the  business  day  preceding  each  Interest  Payment Date, provided,
however,  in  the  event  the  Debentures  are distributed to the holders of the
Preferred  Securities  (as  defined below) of the Trust, the Regular Record Date
for  the  Debentures  shall be (i) in the case the Debentures are represented by
one  or  more  global  securities, the business day next preceding such Interest
Payment  Date  and (ii) in the case the Debentures are not represented by one or
more  global  securities,  the  date  which  is fifteen days next preceding such
Interest  Payment  Date (whether or not a business day).  The amount of interest
payable for any period will be computed on the basis of a 360-day year comprised
of  twelve 30-day months.  The amount of interest payable for any period shorter
than  a  full  quarterly  period will be computed on the basis of a 30-day month
and,  for  periods  of  less than a month, the actual number of days elapsed per
30-day  month.

          (6)     Interest  will  be  payable  to  the  person  in  whose name a
Debenture  (or one or more Predecessor Debentures) is registered at the close of
business  on  the  Regular Record Date next preceding the Interest Payment Date,
except  that,  interest  payable  on  the  Stated Maturity of the principal of a
Debenture  shall  be  paid  to  the  Person  to  whom  principal  is  paid.

          (7)     Interest on the Debentures shall be subject to deferral to the
extent  and  in  the manner provided in Section 3.11 of the Indenture at any one
time  or  from time to time for a period next exceeding 20 consecutive quarterly
periods.

          (8)     Payment of the principal of (and premium, if any) and interest
on  the  Debentures  will  be  made at the corporate trust office of BNY Midwest
Trust Company in the City of New York, New York, in such coin or currency of the
United  States  of America as at the time of payment is legal tender for payment
of  public  and  private  debts;  provided,  however,  that at the option of the
Company  payment  of  interest may be made (i) by check mailed to the address of
the  Person  entitled  thereto  as  such  address shall appear in the Securities
Register  or  (ii) by wire transfer in immediately available funds at such place
and  to  such  account  as  may  be designated by the Person entitled thereto as
specified  in  the  Securities  Register.  The  office  where  Debentures may be
presented  or  surrendered  for  payment  and the office where Debentures may be
surrendered  for  transfer  or exchange and where notices and demands to or upon
the  Company  in respect of the Debentures and the Indenture may be served shall
be  the  corporate  trust office of BNY Midwest Trust Company in the City of New
York,  New  York.  The  Trustee  shall  act  as  Paying  Agent.


                                        2
<PAGE>
          (9)     The  Debentures  are  redeemable at the option of the Company,
subject  to  the terms and conditions of Article XI of the Indenture, at 100% of
their  principal  amount  plus  accrued  and  unpaid  interest:

                    -    in  whole  or  in part, on one or more occasions at any
                         time  on  or  after  May  30,  2007;  or

                    -    in  whole  at any time if a Special Event occurs and is
                         continuing with respect to the Trust's 7.625% Preferred
                         Securities (the "Preferred Securities") and the Company
                         cannot  cure  that  event  by  some  reasonable action.

                  The Company may redeem the Debentures within 90 days following
the occurrence of the Special Event. A "Special Event" means the occurrence of a
"Tax  Event",  a  "Regulatory  Capital  Event" or an "Investment Company Event".

               "Tax  Event"  means the receipt of the Company or the Trust of an
Opinion  of Counsel experienced in such matters, to the effect that, as a result
of:

                    -    any  amendment  to,  or change (including any announced
                         prospective  change)  in,  the laws (or any regulations
                         thereunder)  of  the  United  States  or  any political
                         subdivision  or taxing authority thereof or therein, or

                    -    any  court, governmental agency or regulatory authority
                         interpreting  or  applying  such  laws  or regulations,

                    there  is  more  than  an  insubstantial  risk  that:

                    -    the  Trust is, or will be within 90 days of the date of
                         such  opinion,  subject to United States federal income
                         tax  with  respect to income received or accrued on the
                         Debentures;

                    -    interest  payable  by  the Company on the Debentures is
                         not, or within 90 days of the date of such opinion will
                         not  be,  deductible,  in  whole  or  in  part,  by the
                         Company, for United States federal income tax purposes;
                         or

                    -    the  Trust is, or will be within 90 days of the date of
                         such  opinion, subject to more than a de minimis amount
                         of  other  taxes, duties or other governmental charges.


                                        3
<PAGE>
               "Regulatory  Capital Event" means the reasonable determination by
the  Company  that,  as  a  result  of:

                    -    any  amendment  to,  or change (including any announced
                         prospective  change)  in,  the laws (or any regulations
                         thereunder)  of  the  United  States  or  any political
                         subdivision;  or

                    -    any  official or administrative pronouncement or action
                         or  judicial decision for interpreting or applying such
                         laws  of  regulations,  which  amendment  or  change is
                         effective  or pronouncement or decision is announced on
                         or after the date of original issuance of the Preferred
                         Securities

there  is  more  than an insubstantial risk that the Company will not be able to
treat  the  Preferred  Securities (or any substantial portion thereof) as Tier 1
capital (or its then equivalent) for purposes of the capital adequacy guidelines
of  the  Federal  Reserve  in  effect  and  applicable  to  the  Company.

               "Investment  Company  Event" means the receipt by the Company and
the Trust of an Opinion of Counsel experienced in matters relating to investment
companies,  to  the  effect  that,  as  a  result  of  the  occurrence  of:

                    -    a  change  in  law  or  regulation;  or

                    -    a  change  in  interpretation  or application of law or
                         regulation by any legislative body, court, governmental
                         agency  or  regulatory  authority,

there is more than an insubstantial risk that the Trust is or will be considered
an  "investment  company" that is required to be registered under the Investment
Company  Act  of  1940,  which  change becomes effective on or after the date of
original  issuance  of  the  Preferred  Securities.

          (10)     The  Debentures  shall  not be subject to any sinking fund or
analogous  provisions.

          (11)     The  Debentures shall be substantially in the form of Annex A
attached  hereto,  with  such  modifications  thereto  as may be approved by the
authorized  officer  executing  the  same.  The  Trust  Agreement  shall  be
substantially  in  the  form of Annex B attached hereto, with such modifications
thereto  as  may  be approved by the authorized officer executing the same.  The
Guarantee  Agreement  shall  be  substantially  in  the form of Annex C attached
hereto,  with  such  modifications  thereto as may be approved by the authorized
officer  executing  the  same.


                                        4
<PAGE>
          (12)     The  defeasance  provisions  of Article XIII of the Indenture
shall  apply.

          (13)     The  subordination provisions of Article XIV of the Indenture
shall  apply.


                                        5
<PAGE>
     IN  WITNESS  WHEREOF,  the  undersigned  have  executed  this  Officers'
Certificate  as  of  the  30th  day  of  May,  2002.

                                         ASSOCIATED  BANC-CORP


                                         By:____________________________________
                                             Name:  Joseph  B.  Selner
                                             Title:  Executive  Vice  President
                                                     and Chief Financial Officer


                                         By:____________________________________
                                              Name:  Teresa  A.  Rosengarten
                                              Title: Senior Vice President and
                                                     Treasurer



                                        6





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>6
<FILENAME>doc5.txt
<TEXT>
                                  May 23, 2002



Associated  Banc-Corp
1200  Hansen  Road
Green  Bay,  WI  54304

Gentlemen:

     We  are  acting  as  tax  counsel  to  Associated  Banc-Corp,  a  Wisconsin
corporation  ("Associated"),  and  ASBC  Capital  I,  a statutory business trust
created  in the State of Delaware  (the "Trust") in connection with the proposed
issuance  of  preferred securities by the Trust.  You have requested our opinion
regarding the characterization of the Trust and the characterization of payments
to  be  made on junior subordinated debentures to be issued by Associated to the
Trust  in  connection  with the issuance of preferred interests in the Trust for
federal  income  tax  purposes  as  discussed  under  the caption "UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES" in the Prospectus Supplement dated May 23, 2002
(the  "Prospectus  Supplement")  to  the  Prospectus  dated  May  20,  2002 (the
"Prospectus")  which formed a part of the Registration Statement on the Form S-3
(the  "Registration  Statement")  filed  by  Associated  and  the Trust with the
Securities  and  Exchange Commission (the "Commission") under the Securities Act
of  1933,  as  amended  (the  "Act") on May 3, 2002, as amended by Pre-Effective
Amendment  No.  1  filed  with  the Commission on May 16, 2002 and Pre-Effective
Amendment  No.  2  filed  with  the  Commission  on  May  17,  2002.

     In  rendering our opinion, we have reviewed the Registration Statement, the
Prospectus, the Prospectus Supplement, the form of Junior Subordinated Indenture
(the "Indenture"), the form of Amended and Restated Trust Agreement, the form of
Guarantee Agreement, forms of which were included in or filed as exhibits to the
Registration  Statement, a certificate of fact furnished by Associated, dated as
of  May  23,  2002  and  such  other  materials  as  we have deemed necessary or
appropriate  as  a  basis  for our opinion.  In addition, we have considered the
applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury
Regulations,  pertinent  judicial  authorities,  rulings of the Internal Revenue
Service  and  such  other  authorities  as  we  have  considered  relevant.

<PAGE>
     In  our  examination of relevant documents, we have assumed the genuineness
of  all  signatures,  the  conformity  to  original  documents  of all copies of
documents  submitted  to us, the authenticity of such copies and the accuracy of
all  financial  information  and  calculations  provided  by  or  performed  by
Associated.  In  addition, we also have assumed that the transactions related to
the issuance of the junior subordinated debentures and preferred securities will
be  consummated  in  accordance  with  the  terms  of the documents and forms of
documents  described herein.  We cannot and do not represent that we checked the
accuracy  or  the statements of fact or financial calculations contained in such
documents  and  in  documents  incorporated  by reference.  Our opinion could be
affected  if  any of the information on which we have relied is incorrect, or if
changes  in  the  relevant  facts  occur  after  the  date  hereof.

     Based  on the foregoing, and assuming material compliance with the terms of
the Amended and Restated Trust Agreement, Guarantee Agreement and Indenture (and
other  relevant  documents)  it  is  our  opinion  that:

          (1)     The  Trust  will  be  characterized  for United States federal
income tax purposes as a grantor trust and will not be taxable as a corporation.

          (2)     The  junior subordinated debentures to be issued by Associated
to the Trust will be classified for United States federal income tax purposes as
indebtedness  of  Associated.

          (3)     The statements under the caption "UNITED STATES FEDERAL INCOME
TAX  CONSEQUENCES"  in  the  Prospectus  Supplement,  insofar as they purport to
constitute summaries of matters of United States federal tax law and regulations
or  legal conclusions with respect thereto, constitute accurate summaries of the
matters  described  therein  in  all  material  respects.

     The  opinions  expressed  herein  represent  our  conclusions  as  to  the
application  of  existing federal income tax law to the facts as presented to us
relating  to the preferred securities and junior subordinated debentures, and we
give  no  assurance  that changes in such law or any interpretation thereof will
not  affect  the  opinions expressed by us.  Moreover, there can be no assurance
that this opinion will not be challenged by the Internal Revenue Service or that
a  court  considering  the  issues  will  not hold contrary to such opinion.  We
express  no  opinion  on  the  treatment  of  the  preferred  securities  or the

                                        2
<PAGE>
junior  subordinated  debentures under the income tax laws of any state or other
taxing  jurisdiction.  We  assume  no  obligation  to  advise you of any changes
concerning  the above, whether or not deemed material, which may hereafter come,
or  be brought, to our attention.  The opinions expressed herein are a matter of
professional  judgment  and  are  not  a  guarantee  of  result.

     This  opinion  is addressed to you and is solely for your use in connection
with  the  issuance  of  the  preferred  securities  and the junior subordinated
debentures.  We  assume  no  professional  responsibility to any other person or
entity  whatsoever.  Accordingly,  the  opinions  expressed herein are not to be
utilized  or  quoted  by, or delivered or disclosed to, in whole or in part, any
other  person,  corporation,  entity  or governmental authority without, in each
instance,  our  prior  written  consent.

     We  hereby  consent to the use of our name under the caption "UNITED STATES
FEDERAL  INCOME  TAX  CONSEQUENCES"  and  "Legal  Matters"  in  the  Prospectus
Supplement  and  to the filing of this opinion as an exhibit to the Registration
Statement.  In giving this consent, we do not admit that we are "experts" within
the  meaning  of  Section  11  of the Act or that we come within the category of
persons  whose  consent  is required under Section 7 of the Act or the rules and
regulations  of  the  Commission  thereunder.


                              Yours  very  truly,

                              REINHART  BOERNER  VAN  DEUREN  S.C.

                              BY   /s/ John L. Schliesmann

                               John L. Schliesmann


                                        3




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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