Fitch Ratings Affirms Associated Banc-Corp at 'A-/F1'.

CHICAGO -- Fitch Ratings has affirmed the ratings for Associated Banc-Corp (ASBC; rated 'A-/F1' by Fitch) and its principal banking subsidiaries. The Rating Outlook remains Stable. A complete list of ratings follows at the end of this release.

The ratings for ASBC incorporate the company's solid and consistent earnings performance, good asset quality and funding profile, and satisfactory capital. Offsetting factors include relatively limited diversity in terms of revenue sources and geography. ASBC's earnings generation has consistently eclipsed a 1.5% return on assets (ROA). This earnings performance is driven by good expense control, low credit costs, and effective management of interest rate risk. ASBC has grown both organically and via acquisitions that it has effectively integrated. The company's healthy focus on expense control continues to produce an efficiency ratio under 50%. Net charge-offs are consistently less than 15 basis points of average loans.

ASBC's level of nonperforming assets remains manageable at 0.73% of loans and foreclosed real estate as of March 31, 2006. ASBC's net interest margin (NIM) has held up fairly well during the extended period of a flat yield curve. The company began a delevering initiative in 2005, aiming to reduce the size of the investment portfolio and wholesale borrowings by approximately $2 billion by year-end 2006. ASBC surpassed half this goal in March 2006 and should realize the benefits in the NIM. Capital remains adequate for ASBC's overall risk profile. Tangible common equity continues to hover near the company's target floor of 6.5% of tangible assets, following accelerated stock buybacks in the fourth quarter of 2005 and the first quarter of 2006. Tangible common equity to tangible assets is projected to grow to 6.75% by year-end 2006.

Fitch notes ASBC's recent use of commercial paper to fund accelerated common stock repurchases. Importantly, the parent company does not maintain sufficient liquid assets to cover current liabilities which include the commercial paper and debt service on subordinated debt and trust preferred securities. Should this approach to parent company liquidity management persist and reliance on commercial paper materially increase combined with increased leverage or leaner capital levels, a negative rating action on the parent company's long- and short-term ratings would likely result.

The following ratings are affirmed:

Associated Banc-Corp

--Issuer Default Rating (IDR) 'A-';

--Subordinated debt 'BBB+';

--Short-term 'F1';

--Individual 'B';

--Support `5'.

Associated Bank, National Association

--IDR 'A-';

--Long-term deposits 'A';

--Long-term senior 'A-';

--Short-term deposits `F1';

--Short-term nondeposit obligations `F1';

--Individual 'B';

--Support `5'.

Associated Trust Company, National Association

--IDR 'A-';

--Short-term 'F1';

--Individual 'B';

--Support `5'.

ASBC Capital I

ASBC Capital II

ASBC Capital III

--Preferred stock 'BBB+'.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.