8-K

UNITED STATES
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) September 30, 2005

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

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

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

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

(Former name or former address, if changed since last report)

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

[ X ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

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

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

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

Item 1.01     Entry into a Material Definitive Agreement.

On September 30, 2005, Associated Banc-Corp (“Associated”) and State Financial Services Corporation (“State Financial”) issued a joint press release announcing that they had entered into an amendment of the Agreement and Plan of Merger dated March 21, 2005, in which the parties agreed to extend the Expiration Date to October 3, 2005. A copy of the Amendment to the Agreement and Plan of Merger is filed as Exhibit 99.1 to this Current Report. A copy of the joint press release is filed as Exhibit 99.2 to this Current Report.

Item 9.01.     Financial Statements and Exhibits.

     (a)  Not applicable.

     (b)  Not applicable.

     (c)  Exhibits. The following exhibits are being filed herewith:

           (99.1)  Amendment to Agreement and Plan of Merger

           (99.2)    Joint Press Release of Associated Banc-Corp and State Financial Services Corporation, dated September 30, 2005.

SIGNATURES

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

	Associated Banc-Corp
	(Registrant)
Date      September 30, 2005	By     /s/ Brian R. Bodager
	(Signature)* Brian R. Bodager Chief Administrative Officer, General Counsel & Corporate Secretary

* Print name and title of the signing officer under his signature.

ASSOCIATED BANC-CORP

Exhibit Index to Current Report on Form 8-K

Exhibit Number
(99.1)	Amendment to Agreement and Plan of Merger
(99.2)	Joint Press Release of Associated Banc-Corp and State Financial Services Corporation dated September 30, 2005.

EX-99

News Release

Associated to close State Financial acquisition Oct. 3

GREEN BAY, Wis. — Sept. 30, 2005 — Associated Banc-Corp (NASDAQ: ASBC) and State Financial Services Corporation (NASDAQ: SFSW) have amended their merger agreement to provide for closing the transaction on Oct. 3, the companies announced today.

The combined company will have more than 320 branch offices and more than 350 ATM locations throughout Wisconsin, Illinois and eastern Minnesota. The conversion of State Financial’s operating systems to Associated’s platform is scheduled for early November 2005.

“Our integration planning is progressing well and our timetables remain on track,” said Paul S. Beideman, president and CEO of Associated. State Financial is a $1.5 billion financial services company operating through 29 full-service office locations in southeastern Wisconsin and northeastern Illinois. Through its banking network, State Financial provides commercial and retail banking products, secondary market mortgage loan originations and investment brokerage activities.

Associated Banc-Corp offers a full range of traditional banking services and a variety of other financial products and services, with the No. 1 branch distribution position in most of its key markets. Associated has been named a Mergent Dividend Achiever based on its 34-year history of dividend increases, is a member of the Forbes Global 2000, and has been a leading Small Business Administration lender for many years. More information about Associated Banc-Corp is available at www.AssociatedBank.com.

Certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as “believes,” “anticipates” or “expects,” or words of similar import. Such forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, among others, State Financial’s and Associated’s ability to complete the merger in a timely manner or at all, the risk that the business of State Financial will not be integrated successfully into Associated, the risk that the cost savings from the merger may not be fully realized or may take longer to realize than expected, and other factors discussed in the filings of Associated and State Financial with the Securities and Exchange Commission. Investors should consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.

— 30 —

CONTACTS:
Associated Banc-Corp	State Financial
Investors:	Donna Bembenek, 414-226-3269
Joe Selner, Chief Financial Officer, 920-491-7120
Media:
Cindy Moon-Mogush, Corporate Communications, 920-431-8034

EX-99

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     This Amendment to Agreement and Plan of Merger dated as of September 29, 2005 (this “Amendment”), between ASSOCIATED BANC-CORP., a Wisconsin corporation (“Associated”), and STATE FINANCIAL SERVICES CORPORATION, a Wisconsin corporation (the “Company”).

RECITALS

     A.      Associated and the Company are parties to an Agreement and Plan of Merger dated as of March 21, 2005 (the “Agreement”).

     B.     Associated and the Company desire to amend the Agreement in the manner set forth below.

AGREEMENTS

     In consideration of the foregoing and the mutual covenants and agreements contained herein and in the Agreement, and intending to be legally bound hereby, Associated and the Company hereby agree as follows:

1.     Amendment of Section 8.01(a)(iv). Section 8.01(a)(iv) of the Agreement is hereby amended to read in its entirety as follows:

     (iv)     by either Associated or the Company if the Merger shall not have been consummated on or before October 3, 2005 (the “Expiration Date”) (provided that the Expiration Date shall be automatically extended to December 31, 2005 if the Merger shall not have been consummated by October 3, 2005, solely due to the receipt of all required governmental approvals and the expiration of all related waiting periods shall not have occurred a sufficient time prior to October 3, 2005) for a reason other than the failure of the terminating party to comply with its obligations under this Agreement;

2.     Full Force and Effect. All remaining provisions of the Agreement remain unchanged and in full force and effect.

     IN WITNESS WHEREOF, Associated and the Company have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

ASSOCIATED BANC-CORP

By: /s/ Paul S. Beideman

Name: Paul S.Beideman
Title: President and Chief Executive Officer

STATE FINANCIAL SERVICES CORPORATION

By: /s/ Michael J. Falbo
Name: Michael J. Falbo
Title: Chairman and Chief Executive Officer